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Lust Potion 69


Disclaimer: The usual... under 18, scram.

Author's Note: I had originally wrote this story in Bill Hart's 'Spells
R Us' Magical Universe, but while putting this story through a thorough and
much-needed revision, I've eliminated any and all reference to 'Spells R
Us'. In any event, I still pay homage to Mr. Hart for initial

Lust Potion 69 Revised again, January 14, 2002 by J.R Parz


Initially, Jason felt rather embarrassed strolling inside an occult
supplies store. He never gave witchcraft or any other form of 'hocus
pocus' much thought before but when he spotted the new store called 'A
Witch's Potion' he just had to look inside.

At first, he wasn't impressed... There were a whole slew of books, a
few antiques and a handful of other items that simply didn't interest
him... and just when he was about to leave he spotted the porcelain dolls.

They look so real was his initial thought... so life like. Just as he
was about to pick one up he saw the sign; "Don't touch!" in large red letters.

Quickly, he turned towards the cash register but didn't see anyone
around. "Hello?" He called out.

"I'll be with you in a moment." A lady's voice called out from the

Jason turned back to the doll and decided that he could pick it up and
inspect it... then put it back down and the lady would never know... so
he reached over and picked up the doll with the blonde hair.

Other than the fact that the doll stood a couple feet tall, it almost
looked like someone had transformed a real girl into porcelain.

"Didn't you read the sign?" A voice startled him from behind.

Jason spun around, nearly dropping the doll. The lady who had been in
the backroom now stood a few feet from him... and didn't look pleased.

"Oh... you scared me." He responded, feeling slightly embarrassed at
being caught.

"Obviously you didn't read the sign... now, place Jennie back on the
shelf with the others."

He smirked at how the lady named the doll while carefully placing it
back on the shelf.

"They're so real looking." He complimented... hoping to lighten the

"Yes... and for good reason." The lady replied... without elaborating.

"So... Are all these books on spells and potions?" He asked, hoping to
turn the tables around by sounding interested.

"You could say that." The lady responded... still not smiling.

"Why are there so many antiques?" He asked, making a gesture with his

"Each item has either been cursed or charmed."

"Huh? Cursed or charmed to do what?"

"That depends on the item." The lady replied.

Oh... what about this one?" He asked, picking up a strange looking

"That belonged to an old friend of mine... a very respected wizard.
Whomever wears the pendent around their neck possesses extraordinary

"No shit." He whispered, now wondering if the lady might be a tad bit

"I see you don't believe me." The lady commented, reading his reaction.

"No... ah... sure... sure I do... what kind of powers?" He asked.

"The person wearing the pendent has the ability to control peoples

"Mind control? Hey, I read about that shit on the Internet." He
replied, smiling... then added. "Are you trying to tell me that its
possible to control peoples minds?"

"With this pendent it is."

"Does it come with a money back guarantee?" He asked with a grin.

"No. Every sale is final... but I'm afraid that this pendent is out of
your price range anyway."

"How would you know what is and isn't my price range?" Jason asked

"The pendent costs $5,000." The lady snapped.

"Oh." He mumbled in response.

"I do, however, have something else that might interest you in achieving
your goal... Would you be interested in purchasing a love potion?"

"A love potion?" He asked, taken a bit off guard.

"Sure... It certainly is a sure fire way to getting laid." The lady

Jason blushed... never ever hearing a lady talk like this before. Then
he wondered. "How much would this love potion cost me?" He asked.

"Well... within your price range I assure you... but now that I think
of it, I haven't had a chance to whip up a new batch."

"Yeah... right." He replied... feeling silly that he had actually
started to fall for this shit.

"I'll tell you what... I can either whip up a batch tonight and you
could come back tomorrow or I could offer you an alternative instead."

"An alternative?" He asked, wanting to believe but not really believing.
The lady walked over to the cash register and started to look through
some cabinets. "I know its somewhere around here..." She mumbled.

"What is it?" Jason asked... curiosity getting the better of him.

"It's called 'Lust Potion 69'."

He blushed. He was by no means an expert in sex but he certainly knew
what '69' meant.

"I discontinued creating the potion because of the numerous side effects
but I think in your case you might welcome them... Now if I can only find
it... Oh yeah... I remember now!"

The lady disappeared into the backroom for a few moments and returned
carrying a small black box. "Here it is!" She exclaimed with a smile. "Go
ahead and open the box."

Slowly, Jason opened the lid... Two small vials sat side by side neatly
snug inside an incasing. Was this stuff for real? Suddenly, he saw an
image of his dream girl, Serena Thorn, easily the most beautiful girl in
his high school, naked and on her knees before him. He could feel himself
getting 'hard'.

"Why two vials?" He asked, carefully inspecting the light blue liquid in
one and the pink liquid in the other.

"One for the lovely girl... the other for you." The lady replied...
still smiling.

"Why do I have to drink this stuff?" He asked.

"You slip Serena the pink potion and only when you drink the blue potion
do you give her desire direction."

Jason had been inspecting the vials when it suddenly occurred to him
that the lady used Serena's name. "Wait! How do you know Serena?" He

"I'm a witch... and looking inside your mind is the least of my

"Yeah... that's right. Ah... anyway, what does the potion do to her?
I mean... ah... what will happen to us?" He asked.

"I see you're going to need a thorough explanation... Okay... Each
potion triggers a variety of changes and will only work if both are taken.
In addition to a whole slew of side effects."

Jason wanted so desperately to believe as his erection angrily poked
hard against the insides of his jeans.

"Once Serena drinks the pink potion she'll undergo a sexual awakening of
sorts... and what it does is place her in a state of perpetual horniness.
If at this point you decided against taking the blue potion she'd find
herself experiencing one marathon masturbation session after another until
she finally fucked someone. Then she'd be promiscuous for the rest of her

Jason could only look on in stunned silence.

"Once you drink the blue potion she'll undergo a physical
transformation... and yes, even one as pretty as Serena will undergo these
subtle beauty enhancements and slight alterations to satisfy your personal

"What do you mean by personal preferences?"

"Specific tastes... You know, like breasts size, hair color, height...
stuff like that."

"How? How is all this possible?" He mumbled.

"What? You mean you haven't been paying attention... I'm a witch and
this is made possible through witchcraft... Remember?"

Jason just stood there continuing to look dumbfounded.

"Now, her final spell kicks in the second she sees you... but again,
she won't experience this obsession for you if you don't drink your blue
potion." The lady reiterated.

"Are you telling me that all I have to do is get her to drink the pink
potion and I drink the blue potion and I'll have my own personal sex
slave?" Jason asked, trying to understand.

Now it was the lady's turn to look dumbfounded.

"Is there anything else I should know?" He asked.

"Yes, the potion you take will also transforms you."

"What!?! You mean I'm going to undergo physical changes too?" He asked,
suddenly afraid.

"In your case the transformation occurs while you sleep and works the
same way Serena's does. She transforms into your ultimate fantasy while
you transform into hers."

"Wait a second... I don't like this." He stated.

"Oh don't be a baby... given Serena's looks I'd venture to say that she
carries some pretty high standards at what her ultimate fantasy lover would
look like and I'd be shocked if your new body will be nothing less than

"But nobody will know its me!" Jason exclaimed.

"Quite the opposite. Everyone but you, Serena, and myself... will
accept your new appearance like you've always looked this way. Your
parents, your friends, and everyone else that ever came in contact with you
or knew of you will automatically have their memories altered accordingly."

"This is incredible!" Jason exclaimed. He did have to admit that the
idea of being 'great looking' did have its appeal.

"Well, are you interested?"

"I... I just wish I knew what type of guy Serena goes for." He mumbled.
Did she like her fantasy lover to be tall and muscular? He knew that she
hadn't really dated all that much and was even labeled the school's 'ice
queen' by some of the jocks.

"Hey! What if she sees me before I transform?"

"Her obsession will first lust you as you are now... and then lust the
new you."

"But won't this confuse her?"

"Her mind, yes, but her body will know it's you and respond

"Does this potion tamper with her memory?"

"Not at all...she'll still be very much her old self and she'll be able
to go about her normal life. Even the side effects won't interfere."

"Oh yeah... I almost forgot about the side effects. What are they?"

They aren't consistent... but in the females case, they'll become
docile and subservient... totally subjugated to your will."

Jason could feel himself throbbing.

"Depending on the girl, the strength of these feelings vary but in all
cases they're cumulative."


"I'm talking about her new 'submissive' side. As the dominant in your
relationship, you'll have absolute control over her every emotion. Her new
submissive persona will not only respond to you physically, but you'll be
master of her every internal function as well. In other words, you could
give her an orgasm by merely telling her to have one... or have her orgasm
whenever she hears a certain word, or her name. Or you could tell her she
has to go to the bathroom, and suddenly she'll need to pee. Or better yet,
have her have an accident and not even be aware of it. I expect you could
have a lot of fun with this side effect."

"What are the others?"

"Like I said... they vary."

"What about me?"

"I've never seen any side effects from the male... just the females."

Jason couldn't believe what he was hearing... To have this type of
control over the most beautiful girl in his school was mind boggling.
"Won't this be hard on her?"

"I would expect she'll be a bit frustrated and confused in the early
goings... knowing everything that is happening to her as it is
happening... yet having no say in preventing it."

"Would a love potion be better?"

"Hmmm. Interesting question... Each induces the same intense sexual
obsession and each understands that their feelings are artificially driven
but in the case of a love potion, the subject actually falls in love and
isn't capable of having a single bad thought about the benefactor. The
lust potion doesn't tamper with the mind... just her desires."

"If I do this to Serena, will anybody else notice her changes?"

"Close friends and family may note her a new docile and passive nature
towards you, but they'll simply believe that you've managed to tame her...
with everyone else she'll be quite herself."

"What if I want... ah... you know. I mean, with my new looks I'll
probably be 'hit' on a lot. How will she react?"

"Any way you want her to react... she's a puppet and has no choice...
in fact, simply command her to seduce one of her pretty friends for you and
then you can have a threesome."

"I don't think Serena has any lesbian friends."

"You miss my point... Serena's new beauty will carry an erotic glamour
that can literally seduce anyone she chooses... or you choose. This
includes all her pretty heterosexual girlfriends."

"This is so fucking cool... this is incredible! Will she always find
her new life hard on her?"

"I'm pretty sure that one of the side effects causes her to feel a jolt
of pleasure every time she pleases you. Now, let's say you command her to
smile every time she's around you. She'll comply without failure despite
her mental resistance to do otherwise... but every time she does smile,
she'll feel a jolt of pleasure and over time this has to affect her. I
can't guarantee anything, but chances are she'll eventually accept her new
role... and in doing so find peace of mind."

"This better not be too expensive!" He exclaimed.

"I can't let it go for anything less than $34.00."

Jason pulled out his wallet and found that he had exactly $34.00 in it.
He smiled at the witch knowingly and handed her the money.

"It's worth a lot more than $34.00 but I'm feeling generous." The witch
said with a smile.

With 'Lust Potion 69' tightly in his hands, Jason thanked the lady and
left the store.


Throughout the next week, Jason spotted Serena off and on during school,
but he was having a difficult time figuring out how he would get her to
drink the potion? He also wondered if he was being played the fool.
Fearful thoughts of her drinking the stuff and dropping dead flooded his

Ultimately, it was Serena herself that pushed him to 'go for it'. They
had been in the hallway and he overheard her telling her friends to meet at
Sam's Soda Fountain after school. The place was located across the street
from their school and a popular hang-up for the popular kids. It was then
that Serena noticed him staring and because he didn't want to come across
as a love-struck geek, he walked up to her said 'hello'. She nodded her
head and then turned her back on him... giggling. Her friends also
giggled leaving him feeling humiliated. He decided that he'd make his move
at Sam's Soda Fountain.


As it was, slipping a potion inside Serena's drink was a lot easier than
he thought it would be... She and her friends had taken a booth by the
huge window facing the school and all he had to do was draw their attention

"Someone out there is waving at you." He stated, pretending he was
walking by.

They immediately looked, all falling for the oldest trick in the book,
and giving him more than enough time to pour the pink potion into Serena's
drink. By the time she turned around he was already walking away.


It was during dinner that evening when Serena started to feel...
strange. Like, really strange. Not having experienced feelings of this
nature before... or at least not with this level of intensity, she was in
denial... but with her ever increasing arousal, she couldn't deny it any
longer and excused herself to rush upstairs to her bedroom.

At 16 years of age, Serena was a very beautiful girl having developed
earlier than most of her friends... but despite her beauty and
well-proportioned body, she had never felt all that 'sexual' before... at
least not until now.

She was a virgin... and never allowed a boy to go beyond heavy kissing.
She didn't consider herself a prude or overly conservative... nor did she
ever downplay her looks, but the simple fact of the matter was that she
never felt all that aroused around boys.

When she entered her bedroom she flopped down on her bed... and what
flashed across her mind was the image of her last boyfriend... the very
one that she dumped three months ago for 'copping' a feel... now, however,
the memory of that brief experience tugged at her lower region.

"God, what is wrong with me!?!" She asked herself, trying to ignore her
increasing arousal. She wished her ex-boyfriend were here with her this
very moment.

Quickly, she got off her bed and locked her door... the last thing she
needed was either her mother or brother barging in on her without knocking.
She then walked over to her full-length mirror and stripped out of her
clothes. She loved looking at her reflection in the mirror... it always
made her tingle to look at herself and she blushed at what she was feeling
now. Slowly, she brought her hands up to caress her beautiful plump
breasts... Then she used her thumbs and index fingers to manipulate her
nipples. She cupped them from underneath and for the first time in her
life she scrutinized them. Suddenly, she wished they were bigger. They
were a firm 34'B' and she thought that 'C' cups would look better on her.
Then she looked down over her shoulder to look at where her long brown hair
touched. She decided longer would even look better. She spent some time
admiring her shapely, well-rounded ass. She knew the boys loved it when
she wore her skin-tight jeans. Then she gazed at what she considered her
most gorgeous feature... her emerald green eyes. They sparkled,
hypnotically, and had a mesmerizing affect on everyone that gazed into
them... and that was when she noticed something different in them...
something she hadn't seen before. Desire... a sexual desire so powerful
that it bordered on 'hunger'. Without realizing it her hand had slipped
down to her 'wetness' below.

"I'm so 'wet'!" She exclaimed... withdrawing the tips of her gooey
fingers. She walked back over to her bed to lye down... knowing that she
had to do something about the pleasurable 'wet heat' below before she went
crazy. Naked and 'spread eagle', she began to finger herself. She moaned
and groaned, making more noise than she wanted to. With every thrust of
her finger... every rub against her clit... her 'need' to cum became
greater and greater.

Then she cried out with an incredible orgasm... and could only hope
that her brother wasn't next door in his bedroom.

As she rode the wave of pleasure that washed over her, she suddenly saw
an image of her brother... naked... and blushed. He was only a year
younger and word had it that he'd already fucked a couple of the prettiest
girls in school and she'd just die with embarrassment if she found out that
he heard her masturbating.

Unable to resist, she slipped her fingers back inside herself again and
slowly began to move her fingers in a circular motion while rubbing against
her swollen clit. The feelings were so intense and she was so very, very
wet that she could tell she was going to cum again real soon. 'What's come
over me?' She wondered, while she continued to finger-fuck herself. She
quickly turned over to muffle her whimpering and groans against her pillow.
She cried out again as she exploded with another orgasm!

She must have passed out because she came to later with her fingers
buried deep inside of herself. Slowly, she struggled out of bed to turn
the light switch off and collapsed back down on her bed. For the first
time in her life, she slept in the nude.


While Serena slept, her brother Tommy lay on his bed in stunned silence.
He had timed himself to shoot his load at the same time his sister screamed
out with her own orgasm. When did Serena start playing with herself? He
smiled thinking it was about time. Thank God he had to get something from
his bedroom, otherwise he would have missed it. He couldn't believe it
when he heard her panting and moaning through their paper-thin walls. It
didn't take long before he was locking his own door and 'jacking off'. Oh
how he loved looking at his sister... now he would love looking at her
more. What he would have given to see her face while she was in the throes
of her orgasm. Slowly, he drifted off to sleep imagining what she looked
like naked. He was getting hard again.

VI. (The next morning)

Jason was sitting on the edge of his bed staring at the blue potion in
his right hand. He wanted to take the potion before going to school...
knowing that once Serena saw him that she'd be his for the taking. Slowly,
he brought the vial up to his lips and took a sip... smiled... then
gulped it all down. "Taste good." He said and went to take his shower.


When the alarm went off, Serena reached over and hit the snooze button
and immediately she realized something was different! "What!" She cried
out while looking down at her chest.

Slowly, as if she were in a dream, she used both hands to cup them.
They felt real! Quickly, she jumped out of her bed and looked down at
herself! Huge tits the size of cantaloupes! Long blonde hair! She had to
be dreaming!

She made her way over to the full-length body mirror and stood still in
shock! Not only did she have incredibly large breasts and long blonde hair; she looked like some sort of sex goddess! How was this possible?

Slowly, she slid her palms across the contours of her new curves... and
settled along her new ass cheeks. She'd been a perfect '10' before and now
defied perfection! How could this have happened? She grabbed a handful of
her blonde hair... it looked real... as if she were a natural blonde.
She then looked down at her golden, neatly trimmed thatch of pubic hair and
gasped... yes, a true blonde and then she giggled and blushed. She was
acting bimbo-like.

She sat back down on her bed and tried to rationalize. She remembered
her wish to have bigger breasts but this was ridiculous! She then sprung
up to look at her face in the mirror... she felt relief that her eyes were
still emerald green.

It seemed that her every asset had been enhanced... except for her
eyes. Apparently, there was no room for improvement there. She knew that
she still looked enough like her old self to convince people that she was
Serena Thorn but how would she explain her new boobies.

Then it 'hit' her... a tingling sensation deep inside her groin... and
with an intensity that was gathering strength!

"Oh god... what's happened to me!?!" She whimpered and climbed back in
her bed. Quickly, she started to 'finger fuck' herself with two fingers...
then three... and then four! God was she ever WET! She then finally
screamed out at the top of her lungs with an earth-shattering climax!

She lay in bed exhausted... then started to 'feel' it again... and a
minute later she was masturbating again... and when she 'came' yet again,
she screamed out even louder!

When she finally felt somewhat satisfied she slowly got up and put her
robe on... it didn't occur to her that her robe was slightly bigger to
accommodate her new breasts. Then she quickly ran down the hallway to the
bathroom... with her new boobies bouncing the whole way.


"Serena. You've been in there forever. I got to use the bathroom." Her
brother whined outside the bathroom door.

"I'm sorry Tommy, but I don't feel good. Go tell mom that I'm not going
to school." She replied.

"Tell her yourself... and hurry up!" He snapped back, then walked away
in a huff.

Serena wondered how she was going to explain this to her mother...
while she cupped her huge boobs again. She could only imagine what Tommy
was going to say.


When Jason discovered that Serena wasn't in school he got worried that
something drastic had happened to her and called her house the second he
got home from school.

"Hi... is Serena there?" He asked, nervously.

"This is Serena." A very sexy voice replied.

"I noticed you weren't in school today." He mumbled.

"I... I'm not... Wait! Who is this?" She responded.

"Calm down... I'm just concerned, that's all. Is everything all

Yes... no! I mean... Yes."

"Have you noticed anything... um... different?" He asked.

"Who... Who is this? She asked again. "Did you do this to me?"

"Yes." He replied, grinning to himself. He could feel himself getting

"How?" She asked.

"Never mind 'how'... Now go get yourself a pen and paper to take down
an address."

"What?" Serena responded, sounding confused.

"Go get something to write with..."

"Tell me your name!" She suddenly snapped.

"Look Serena... If you want an explanation and everything returned back
to normal you'll do as your told... now go get a pen and paper."

"I... I'll be right back." She whispered.

A moment later she returned to the phone.

"I'm ready." She stated.

Jason quickly gave her the directions to his house and told her he
expected to see her in two hours.

"All right." She responded... sounding like she had no choice.


Serena felt her reality slipping... Who was this kid? And why did she
allow herself to be talked too in this manner?

Of course she knew why... she had to know what happened to her. She
blushed as she reflected on her day. Whether she was in the shower, or
peeing, or watching television, she just couldn't go without touching

Not only had her body transformed into a more voluptuous form... her
entire wardrobe had been altered! This included thongs as replacements to
her panties and bras designed to encase her newly 'DD' size tits!

Serena opted with a halter-top (that showcased her new attributes) and a
pair of tight fitting 'Frankie B' jeans, that fit her like a glove. She
looked at herself in the mirror... blew herself a kiss and then sat down
at her Vanity to apply her make-up.

When she walked out her front door and headed down the street, she knew
that her ass wiggled seductively and that her new breasts bounced up and
down... but there wasn't a thing she could do about it. She just hoped
that this boy could adjust a few things to make her life easier... which
included doing something about her constant ache below.


When the door opened and Serena saw the boy for the first time, three
things happened almost simultaneously. The first, she recognized him from
the other day in school... the second, her body pitched forward with an
incredible surge of desire... and third, she suddenly knew what it was she
needed and saw it pushing hard against the crotch of the boy's jeans. He
smiled at her and stepped aside, giving her permission to walk into his

"I would have never believed you could look more beautiful than you had
but I see the changes are incredible... How does it feel?" The boy asked,

"I... I'm... I've been horny." She blushed.

"Of course you have... but at least now you know who you're horny for."
He replied.

"Are we... are we going it?" She asked... her blush
took on a darker shade of red.

"Do what?"

"Make... love?" She responded, timid-like.

"I had no idea you were this forward... and here I thought you didn't
even like me. Remember yesterday when you wouldn't even say 'hi' to me? I
bet you don't even know my name, do you?"

Serena felt ashamed... she didn't know his name.

"Answer me." Jason commanded.

"No, I don't know your name... could you tell me, please."

"If you hadn't laughed at me in the hallway, I was going to introduce
myself then... remember how you only nodded when I said 'hello' to you?
Remember how you and your friends had a big laugh at my expense?"

"I'm sorry." She whispered, wishing now she hadn't acted like that.

"My name is Jason."

"How can I... well... how can I make it up to you?"

"It will take you the rest of your life, but I assure you, you will be.
You can start by stripping... I want to see what my new girlfriend looks
like underneath those clothes."

Serena had never been naked in front of a boy before but given her state
of arousal, she didn't hesitate and within seconds she stood before him
naked and 'wet'.

"You're beautiful." He finally whispered, visibly awestruck with her

She felt a rush of pleasure from his compliment. "Do... do I please
you?" She asked in a soft sexy voice.

"Follow me." He commanded, ignoring her question.

They headed up the stairs.

Once they were inside his bedroom, he ordered her to climb on his bed
and spread her legs... she did so. Intellectually, she knew that he was
going to fuck her and take her cherry. She fully understood that this was
something she wouldn't normally do but her body needed this, so, so
desperately, and the anticipation was killing her.

She anxiously watched as Jason stripped out of his clothes and seconds
later he was on the bed and in-between her legs... she gasped when he
entered her, but not from pain normally associated with a deflowering, but
with incredible pleasure.

She thrashed around exploding with one orgasm after another... every
thrust in and out of her made her cry out for more. Never had she ever
thought that sex could feel so incredible.

After collecting herself, much, much later... he stunned her.

"Now get dressed and go home." Jason stated.

"Aren't... aren't we going to... to do it again?" She asked,

"My mother will be home soon... but she'll be out tomorrow morning.
Come back around 9:00."

Slowly, she slid out of bed... feeling sore from her sexual workout.
She felt like crying but held it in. She couldn't believe what she had
just done yet she so desperately wanted to do it again. All the while she
dressed she wished that he'd change his mind and fuck her again.

She didn't get her wish, though, and Jason walked her downstairs and to
the door. Told her not to be late and then patted her fanny out the door.

Serena cried all the way home. How could this boy, who she had laughed
at yesterday, all of a sudden have this incredible power over her? When
she walked into her house she plopped down on the couch to join her brother who was watching television.

"I thought you were sick?" He commented... keeping his eyes on the

"I was." She responded. Then it 'hit' her that he was going to see
her... but something kept her seated.

"It'll cost you for me to stay quiet." He added... then turned to smile
at her.

She waited for his reaction... but it never came. Instead, he turned
back to watch television.

"Tommy. Don't you see anything different about me?"

Tommy turned around to look at her again... then shrugged his shoulders
and went back to watching television.

"Are you saying you don't notice anything?" She asked in utter shock.

This time he took the invitation to stare at her boobs.

"Don't you see anything at all different about me?" She asked, blushing.

"Nothing... you're the same blonde bimbo with big tits that you were
the last time I saw you."

"What?!?" She exclaimed. Apparently, whatever had been done to her
affected those around her in a way that they accepted her new looks as if
she'd always looked this way.

"Are you sure?" She asked again.

"If you did something, I can't tell."

She giggled and then ran up the stairs to her bedroom. Quickly, she
stripped out of her clothes and flopped down on the bed. This time she
didn't care if Tommy heard her... and it was a good thing because she
screamed out with an orgasm the second her fingers touched her clit.


Serena found that her mother hadn't reacted to her changes, either, and
this simply confirmed that everyone was under a spell. She did notice
Tommy eyeballing her tits during dinner and later she complained to her

"You know, Serena, Tommy has always been fascinated with the size of
your breasts. You developed real early and they look so beautiful on your
small frame. They're hard not to look at." She responded, only frustrating
her more.

Just before she went to bed for the night, she couldn't resist checking
herself out in front of the bedroom mirror again. She dropped her hand
down to her creamy slit and preceded to indulge and yet another marathon of
masturbation. All the while she fantasized about Jason she watched her
reflection inside the mirror.

VI. (Next Morning)

Before Jason opened his eyes he knew something wasn't right... and when
he rolled over onto his stomach, he felt them! They were huge! Quickly,
in panic, he sprung up to a kneeling position on his bed and looked down at
himself! He had breasts! Big beautiful breasts! tits the size of
watermelons! Or at least they felt that big! And then he noticed his long
dark hair that fell like a curtain over his shoulders! He screamed... or
a better description would be he shrieked!

Slowly, he brought his hands up to feel his new breasts... and squeezed
them... pinching his new nipples. His whole body lit up with incredible
new sensations... and was that 'wetness' he felt down under?

Finding the nerve he looked down to his crotch area... he was wearing
thong panties. Where did he get girl's underwear? He suddenly started to
feel aroused so he slipped his dainty new female fingers down below and
found he was 'wet'! The second his fingers made contact with his new clit,
he 'came'! Then he blushed and pulled his fingers out. Slowly, he got out
of bed and made his way over to his mirror.

"Oh my god." He finally stammered, hearing his new soft feminine voice
for the first time. He blushed... he was Serena Thorn's identical twin...
Except he had her original dark hair while Serena wore her transformed
blonde hair.

He peaked outside his room to make sure his mother wasn't around and
quickly ran to the bathroom. His huge breasts jiggled up and down the
whole way.

Instead of being transformed into a 'hunk', he had been transformed into
Serena Thorn!

Then there was a knock at the door, startling him.

"Justina dear, I left my credit card on the kitchen table... why don't
you and Serena go to the mall and do some shopping." His mother stated
through the bathroom door.

"Okay mom, thanks." He responded, amazed at his new voice... not to
mention that his mother had called him Justina.

Then he remembered how the spell worked. As far as the world was
concerned, she'd always been a girl instead of a boy. Was this it? Would
he have to stay a girl forever?

Just as he was about to turn around to turn on the shower, he felt a
slight dizziness and was forced to brace himself against the bathroom sink.
Then as mysteriously as it came, it passed... and she was able to stand
again. She then turned to start her shower... wishing she had time for a
leisurely bath but Serena would be here soon and she wanted to be ready
when she arrived. She again looked down at her tits... and giggled. She
couldn't get over how beautiful they looked. She knew that they were this
big because of what she had preferred for Serena and giggled.

As she thought about Serena she started to feel horny. Serena must be a
lesbian... otherwise this wouldn't make sense.

Then it 'hit' her like a tidal wave! Wait! Why was she thinking of
herself as a 'she'? Why was she constantly giggling? Only girls giggle!
She started to feel horny again and couldn't help herself... she fingered
her pussy and came. There were definite advantages to being a girl... and
it felt rather nice.

She knew that she was referring to herself as a girl but it appeared she
didn't have any control over it. She tried to think of herself, as a 'he',
and that didn't feel right. "My name is Justina Roberta Carlson." She
stated out loud and then gasped. 'That isn't right.' 'My name is Jason,
not Justina.' But she knew it was no longer true.

There's no way a 'Jason' could look like this she thought to herself...
then grinned. She was 'drop dead' gorgeous. Suddenly, she saw an image of
her and Serena, '69'ing' each other and she giggled.

Justina covered her gorgeous body with a towel... blew her reflection a
kiss and then pranced back down to her bedroom. When she returned, she
suddenly noticed her walls... they were pink and everything in her room
had been completely feminized.


The second Serena stepped into Jason's room she gasped. Jason had been
transformed into an exact duplicate of her new self... except she had her
original brunette hair color. And despite the fact that she'd never
entertained a lesbian thought, she was growing increasingly excited.

"It seems that you and I are the only two that will remember that I was
once Jason... just like I'm the only one who remembered what you looked
like before your transformation."

"Why did you change into me?" She asked... confused. "Why not into
some guy?"

"I bet you've been fantasizing about yourself lately, haven't you?"

She blushed.

"I thought I was going to turn into some 'hunk', too, but thanks to your
secret desires, I've turned into you... I didn't know you were lesbian."

"I didn't either." She whispered.

"Whatever the spell was that changed me physically, it also did
something to me mentally, because I don't seem to mind being a girl... and
based on how horny I'm feeling for you, it appears I'm a lesbian, too."

VII. (Epilogue)

Justina couldn't get over how many times they came from their first
lovemaking session! Serena had been relentless and she learned first hand
what it meant to experience multiple orgasms. As the potion dictated, she
became the dominant in the relationship and Serena was rendered a true

One day they strolled into the 'Witch's Potion' holding hands and

The witch looked up to see an adorable pair of girls, looking exactly
like twins... of course, she knew they weren't twins... at least not

"I see you two adapted well to 'Lust Potion 69'." She stated with a

"Our favorite position." They replied in unison... Then giggled and

The End.

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