She swept her arms back up over them and held them that way for a moment.
"Are you okay?" I asked again.
She shook her head. She seemed to be lost in a daydream, preoccupied. I could tell that her focus drifted. Her eyelids fluttered softly. Her gaze became distracted, vacant. She lowered her shaking arms. My mouth dropped open as I noticed the now-protruding points in her sweater. Her nipples appeared to be stiffening, even growing, pushing outward from her baseball-sized breasts. Her slender frame shuddered.
I glanced up at her face, wondering if she'd caught me staring. But she stood dazed, half-lidded, twitching softly, her sweet mouth open, gasping as her nipples grew longer, fatter beneath the sweater. The sweater's fabric tented into points that jutted forward and elongated. An inch... no, it was more that that. My cock stirred.
She shook again with a whimpering gasp. She closed her eyes, clenched her fists and pounded the wall behind her, wincing, grunting. Her sweater's ribs pulled tightly over her breasts, slowly spreading as her mams filled and stretched the material outward. Her tits grew to the size of cantaloupes, expanding and swelling, beginning to jiggle as her body shook. They swelled like fruit ripening in time-lapse. She cried out in a low wail, a sound mixed of pain and... something I couldn't quite define. She shut her eyes tight. Her sweater started to strain now as her breasts enlarged, bulging it outward. They were fat, jostling shapes, billowing like immense jugs of liquid on her chest as they enlarged.
I could only stand watching. What was happening to her was too rapid for me to process intellectually. At first I wanted to help somehow -- call for someone, do something. But very quickly my urge to "help" narrowed, guided by my swelling cock, the ache in my balls -- guided by the itch at my palms that had me wanting to grasp her massive tits.
And then her reactions seemed to be changing as well. Still intense, her teeth clenched, she stopped protesting. She seemed now to welcome what was happening to her, seeming to urge her body to continue.
"It's happening!" she panted. "I'm... becoming... again... unhhh! Fillll... come on... big fat big, BIG!"
Lower, fatter her breasts filled, burgeoning, enlarging to the size of watermelons, but with a teardrop shape like that of balloons held too long at a tap. I could start to see the color of her pale skin through the thin, straining black material of her sweater. She obviously wore no bra. She shook again and her big breasts wobbled, barely restrained by her sweater. She threw her head back and released a harrowing wail.
I watched her tits heave larger in a mighty spurt of growth. They convulsed, shimmying before her, her large confined nipples shifting side to side beneath her sweater's tightening ribs with a shush-shush sound. With her eyes closed, she lifted her shaking hands and spread her fingers over the vast bulk of her expanding breasts. Her tits reached nearly to her waist!
She squeezed, digging her fingers into her tits through the fabric of her straining sweater. I watched her fingers spread wider as her tits filled. Her sweater began to tear!
"Unnh. Yesss!" she grunted, lost in the senation. "Biggerrr... come ON! Big HUGE fucking udders!"
Her eyes closed, she quickly grasped the hem of her sweater and lifted it up and over her head, throwing it to the floor. My eyes were fixed on her chest, where her breasts hung in massive elephantine glory, swollen to corpulent sacs around which her skin stretched tightly as a drum head. My cock ached as if turned to stone. I watched her explore herself. She slid her trembling hands down the length of her boobs until her fingers found her distended nipples. She encircled each teat-like appendage with long, delicate fingers and she squeezed, tugging outward, as if trying to stretch them longer.
"Ohhh," she cried with a tone of release. "Dear god... here again at last."
Her sausage-like nipples filled her fingers as she groped them, stretching them to perhaps four inches. For a moment she seemed lost, groping herself, a soft smile playing over her face as her mouth opened in little gasps. I could only stand watching, my dick harder and larger than it had ever been in my life, straining painfully at my pants. Rousing myself from the trance invoked by her transformation, I slowly moved from the wall to approach her. My hands ached to touch her. I was about to reach out, if only to touch her shoulder to remind her I was there, when she grunted violently. Her hands closed into fists around her nipples and she cried out.
"Unnhhhh... fuck! Yeearrgggghh!"
She thrust her ass back against the wall, hefting her mammoth breasts with her fists. Her immense liquid-filled bags shook. Then I saw her skirt begin to tighten. It strained, pulling into taut folds across her lap. The seams at her hips began to spread and her thighs and panties emerged through the opening slits. She grunted again and again rhythmically, slamming her widening ass against the wall.
"Unnhh! Unhhh!"
She clutched her giant teats, her bloated mammaries heaving, her hips growing wider, fuller, her ass rounding outward. She slammed her full ass against the wall with crashing thumps, grunting loudly. The room shook. As she pounded, her hips expanded further, pushed relentlessly through her skirt and panties, tearing out of the fabric until the skirt and panties gave way completely and dropped in a heap at her ankles.
Completely naked now, she slapped her wide ass into the wall a moment longer, spreading her legs as she thumped. She held her hands pushed deeply into the flesh of her tits, her body an obscenely exaggerrated hour-glass. Between her spread legs I could see the wall start to glisten, liquid running in rivulets from her crotch to the floor. Her ass-slams became splashes as her pussy streamed, splattering the wall with her juices. Her hips and thighs vibrated heavily. She punctuated her shuddering slaps against the wall with guttural cries.
Her scent filled the room with an invisible but pungent cloud that dizzied me. I felt my body overrun with desire for her. I felt controlled.
My head swam with the smell of her, the sight of her. The nerves controlling my muscles seemed to disconnect from my intellect. Hot, sweating now, I tore my shirt off, buttons flying. I could feel my balls swell, my sac packing tightly with cum.
Her eyes opened suddenly and saw me as if for the first time. She whirled, her massive breasts bouncing and slapping as she turned her wide firm ass to me. She backed into me and pressed her full ass hard to my crotch. She bent over forward so that her pussy lips, now very swollen, pressed directly onto my slacks.
I watched, groaning, as she undulated her ass up and down there, rubbing her sopping pussy over my groin until my slacks were drenched with her juices. I took her hips in my hands and pulled her harder against me, shoving my crotch against her ass, against her pussy. At this she immediately spun around and dropped to her knees before me. With her hands, her lips, her teeth, she unfastened my slacks and lowered them.
Panting, I glanced down at my now-freed, impossibly huge penis. My sac hung swaying beneath it, larger than a softball. She took my rock hard cock in her mouth and plunged down onto it, immersing half of it completely in her mouth and throat. I felt her tongue and throat muscles working inhumanly, wetly at my shaft. She bobbed, swinging her immense tits so that they slapped like ocean waves against my legs. I felt her nipples poke me like fingers.