"I just don't get it," Maria said as she pointed to a line of computer code on the screen. Chuck, who had been working on him own homework at his desk, now stood next to the bed and looked over her shoulder at the program she was struggling to finish. "It keeps crashing right here, but see, I'm initializing the array up here, and there's the array size right there..."

Maria's finger slid all over the screen as she described her plight, and Chuck settled to his knees while his eyes tried to follow along. His face hovered just above her shoulder now, and he found himself distracted by a sweet smell. Must be her perfume, smells nice!

Having Maria in his apartment, right here on his bed, was quite distracting in itself. Their professor's arbitrary seating assignment had placed Chuck and Maria next to each other in the classroom, and they had shyly introduced themselves to each other. Since then, they had been meeting in the computer lab after class to help each other with the homework assignments.

Today, however, Maria had asked him if they could go someplace else, and Chuck had muttered the first thing that came to his mind: "um, how about my place?" To his surprise she had smiled and nodded her acceptance. Together they had walked the two blocks from the campus to his apartment complex.

Now here she was on his bed, and what a sight she was to behold! Okay, so her face was rather plain and would likely never be featured in a supermodel calendar. Her body, however, was a different story altogether. A little on the heavy side, perhaps, but that was exactly what Chuck liked. Her thighs and hips were wonderfully curved, and her chest filled her buttoned-up sweater magnificently...

Um, hello? Earth to Chuck!" Maria waved her hand in front of his face, snapping him out of his brief reverie. He glanced at her face just in time to catch her expression of amusement before she turned her attention back to the screen. Her finger jabbed at the offending subroutine. "As I was saying, I initialized the array to zero right here..."

The sleeves of her sweater only covered her upper arms. The bare forearm which lead to her pointing finger was now right in front of his face, and a sudden urge overcame him. He extended his tongue and quickly dragged it along her forearm, licking her smooth skin all the way to the back of her hand.

Oh my god, what have I done???

Chuck jerked his head back from her arm, which was now frozen in place. He risked another look at her face. She had that amused expression on her face again, her eyes opened wide.

"Well!" she finally said as she rolled over onto her back, propping herself up with her elbows. Her chest pushed the front of her sweater up into a wonderful twin-peaked ridge, and Chuck's eyes gazed at it before he caught himself and looked into her eyes.

"Your mind is definitely not on homework, is it mister?"

Maria grinned, sending a wave of relief through Chuck's poor overwrought brain. At least she's not going to pound my face into pulp or something...

"Um, I really need to tell you something about me," she said, a trace of shyness creeping back into her voice. "I, um, you see, well, I have this, um, condition, oh the HECK with it...!"

Suddenly her hands were behind his head, and she was pulling his lips to hers. To his utter amazement he found himself kissing her!

"Mmmmnnnnnnnnnnggghhhh..."

This was no quick smooch. Their lips locked together, ground together, as their tongues met and performed deep diving explorations. Waves of passion gripped them, and they clenched at each other more tightly as the kiss built up its fiery intensity.

Finally Chuck had to come up for air, and he tore his lips away from hers. He gazed down at her face, and was amazed to see her in the throes of an amazing passion, her eyes closed and her lips still parted, moaning in a whisper and panting heavily.

Her chest heaved quickly up and down as well, and he could not help staring at the amazing sweater-covered hills. The fabric of her sweater seemed to be stretched now -- the buttonholes were visible on one side of each button, and they were stretched into long ovals through which he could plainly see the white of her bra.

Maria's whole chest seemed somehow bigger.

"Kiss me again," she grunted lustily, and her hands took hold of his head and pulled his face back to hers.

This kiss lasted even longer than the first, and when it finally ended he found himself panting for air nearly as much as she was.

"Um, unnnnggghhhh, oh help me please, unbutton my sweater, mmmmnnggghhhh..."

Her hands were at her chest now, rapidly working at the buttons. His eyes bulged when he looked there, because something was definitely happening. Her poor sweater was really stretched now, to the point that the buttons looked like they could pop at any moment. The white fabric that he had previously noticed through the exposed buttonholes was now literally pushing up through those holes...

"Mmmmnnggh quick unbutton me...!"

Tom's hands flew to her bottom button and undid it. He worked his way up while her fingers undid buttons from the top down. They met in the middle, and together they yanked her soft sweater open.

Her bra was ready to burst as well!

"Unnnggghhh, unhook it please!!"

Maria's hands clutched at the bed cover. She seemed to be in some sort of ecstasy, as if she were already nearing orgasm. Soft, milk-covered breastflesh pushed and shoved its way out around the edges of her bra cups, jiggling as her body writhed on his bed. The small white clasp in between the cups (thank goodness it's in front!!) was starting to bend under the strain; soon it would break. Chuck grabbed at it and delighted in the feel of her warm mounds pushing against his fingers as he struggled to unhook the clasp.

When the clasp parted, her bra flew wide open and Chuck was treated to the most glorious sight he had ever seen in his life.

Massive piles of tit, suddenly freed from the confines of her bra, spilled outward to form huge saucers of swimming, undulating flesh. Her areolae were large, at least as big around as a drinking glass, and each nipple was a quarter-inch in diameter, maybe bigger, already erect and looking so incredibly suckable.

"Woooowwwww..." he breathed as he gazed down upon Maria's incredible chest.

"Mmmnnngghhh, squeeze them, knead them, ohmygod..."

Maria grabbed Chuck's wrists and shoved his hands against her quaking breasts. His splayed fingers sank in so deep that several of them completely disappeared from view.

Lust completely took over his mind, then flowed down his arms into his very happy fingers. He had never touched breasts so incredibly huge before, and now here were the most beautiful pair he'd ever laid eyes on, heaving up and down, shaking and rolling as Maria writhed and moaned. They were his to have his way with, and he took full advantage!

His horny mind did not even register the fact that they were definitely bigger now than they were when the bra had come off a moment ago.

Chucked played with Maria's incredible boobs with lusty fervor, squeezing and kneading them, trapping and mashing huge mounds of soft tit between his hands, shaking them and watching them ripple and undulate. Maria just continued to moan with sheer delight. Sometimes her hands would join his, helping him explore her huge expanses of quivering flesh, showing him all kinds of wondrous shapes they could be squeezed and stretched into. Her fingers aligned with his and pressed them down deep, deep into her mouth-watering melons.

Against his palms and all around his fingers, her breasts continued to grow.

"Um," he said when the amazing fact finally forced its way into the temporarily diminished logical sector of his brain, "your boobs are getting bigger."

"Mmnnnggghhhh yessss they grow and grow and GROW, oh please don't stop, squeeze them, SUCK ON THEM!!!"

Maria's hands were on very familiar terms with the back of Chuck's head now. Once again they were there, pulling his head down, oh yes oh yes oh YES!! pulling it down to one huge sloshing breast, utterly smothering his face in her wonderful softness and warmth.

The huge nipple, at least a half-inch in diameter now and nearly an inch long, mashed against his lips, and he happily opened his mouth to let it in. Soft squishy titflesh flowed in with her tasty nipple in the lead, and he closed his lips around it and began to suck.

"Mmmmnnngghhh YES!!!" Maria cried, and her whole body bucked. Her chest heaved upward, mashing her chest even harder against Chuck's face, forcing even more helpless breastflesh into his mouth for his hungry devouring pleasure. He sucked on that tit like he had never sucked on anything in his life. His fingers sank deep into the surrounding breast, piling it against his mouth as he shook his face from side to side.

Her chest continued to expand; if anything, the rate of growth had increased. Even with both hands Chuck could not trap and hold up a single monster melon; her boobs were very heavy now, and the flesh always found a way to respond to gravity past his palms and around his groping fingers. Each brown, bumpy areola was as big as his whole face. The nipples were gargantuan: nearly an inch across! For a young man who loved to suck tit as much as he did, they were nipples sent from Heaven. His hands piled into her heaving mounds again. pressing them together, pushing and shoving until her delicious nipples were close enough together that he could devour both at once.

"YES!! OH GOD I LOVE THAT!!!"

Her hands dug into his scalp as he feasted with incredible hunger on her delicious mountains of pure sucking pleasure.

After many minutes of incredible sucking and kneading, Chuck's fingers and wrists completely wore out and he had to let go of Maria's breasts. As he watched them flop down, he was amazed at how big they had become. They flatted down into saucers bigger than dinner plates, then flowed out to her sides. Her nipples ended up near her elbows.

"Eat me, Chuck. FUCK me. Oh god do something, my pussy wants you so BAD..."

She had shoved her pants down while he'd been feasting on her tits, and now her hands were already wet from all the fingering she'd given herself.

Chuck had never gone this far on a date; heavy petting and kissing was the extent of his experience up to now. He wasn't real sure what he ought to do next. He remembered scenes from the few XXX movies he had seen, with the big-dicked stud lapping at the horny slut's cunt.

He lowered his face between her spread thighs and pressed his tongue against her glistening pussy lips. They tasted funny, kind of sweet/sour, but nothing he couldn't handle, and he started to wiggle his tongue up and down against her cunt, working it up and down the entire length of her pussy lips.

"UUUUNNNGGHHHHHH!!!" his delicious friend cried as her body spasmed yet again.

Chuck started to really get into it now, and his fingers joined his tongue in the party between her thighs. Her pussy was so soft, so helpless, so totally in his control. He could stroke those lips and lap at them and grate his teeth against them and she just moaned and moaned and her fingers found his head again and pressed his face down even harder against her juicy pussy lips.

His hands slid up to her chest again, up and across and across and across her breasts, oh they were so incredibly huge now: monstrous flesh mountains that he could barely budge. Chuck pushed his hands into them; they were swallowed up. He squeezed and groped at the warm enveloping flesh as eagerly as his tired fingers could manage.

"Fuck me Chuck fuck me Chuck fuck me fuck me..." the nymph growled between her long hot moans.

As if her hot wet cunt grinding against his face wasn't already an engraved invitation by itself!

His cock was rock-hard in his hand as he positioned himself between her thighs. Maria's hands flew to it; her fingers wrapped around it eagerly. Her gentle but firm tugging left no doubt where she wanted his dick to go -- where she wanted it to plunge.

As soon as the tip of his penis touched her cunt, she let out a hot lusty "UUUUNNNGGHHHHH". She worked his dick all around her pussy with her fingers, slathering her juices all over it. Then her sticky hands slid around his hips to his ass, and with a firm yank (and an audible slapping sound) she brought his crotch right up against hers. His cock was deep inside her, and it felt so incredibly wonderful!

Chuck hardly had to move at all, as a very lust-crazed Maria rammed her pelvis up and down beneath him, slapping her crotch against his, fucking herself hard with his dick. Her enormous udders rolled up and down, and Chuck couldn't help grabbing them again, kneading and squeezing them with new-found energy. He sank his fingers into her huge areolae, trapping her nipples inside his clenched fists, pulling the flesh outward, stretching her mighty melons outward, then mashing them together, stretching them out, over and over, playing with her helpless tits while her fingers dug hard into his ass and the hot incredible fucking continued.

Suddenly he felt himself being pushed over on his side, his penis slipping out of her, and then he was on his back with a wild animal on top of him! She impaled herself on his aching cock and began bouncing up and down. Her hands gripped his shoulders, and her breasts tumbled down all over his head, completely covering it. His hands went to her incredible bouncing flesh and worked it around until one monster nipple was beating against his lips. Very soon that nipple was deep inside his mouth again, being feasted upon with even greater intensity than ever before.

As the fucking and sucking went on and on, Maria's boobs continued to grow. He could not even fit an entire nipple in his mouth any more; he could just barely wrap his lips around its tip to suck on it, or gnaw lustily along its length as she cried out his name and moaned very loudly.

When she reached orgasm she bent down and embraced his head, burying his face so completely that he couldn't breathe. She rammed her crotch down even faster and harder against his, and her vagina clenched at his cock, pulling and pushing and yanking on it, and as he finally managed to turn his head to a position where he could breath through a tiny gap between her flesh mountains and the pillow, he came inside her, spurting his hot cum, spurting it up inside her, the most incredible ejaculation he'd ever had!

Maria settled against him in that position, his spent penis stilll inside her clenching pussy, her nipple against his lips, getting hungrily licked and nibbled. She caressed his head and ran her fingers through his hair.

Then they stretched out on the bed and pressed their bodies together, embracing and kissing. Getting his lips to her mouth was quite a stretch now, with the incredible amount of breastflesh that was squashed between them. Chuck gently fondled her chest, sliding his fingers all over the soft warm mountains as they kissed so very long and passionately.

Chuck fell asleep with his head completely surrounded by Maria's huge udders. When he woke up the next morning they were no longer there; they had shrunk back to their original size, and were lying flat on her chest, rising slowly up and down as she continued to sleep.

Here we grow again, Chuck thought with a smile as his cock grew stiff and his fingers worked their way slowly to their favorite new toys.