Chapter 1

I.

'A Witch's Potion' was scrawled out in fancy red letters across the store's front window. He smiled, thinking that maybe in addition to finding a gift for the girls, he'd purchase a spell or two. As he entered he was pleased to see that the store carried a whole variety of different items. Now, all he had to do was find a few in his price range.

He stopped to admire a doll collection and was awed by how life-like they looked. He was so taken with them that he hadn't noticed the approach of the saleslady.

"Can I help you?" She asked.

"They're so real... so beautiful." He responded, entranced.

"For good reason." She replied.

Confused, he turned around to question her, and that was when he first saw her. To say that she was attractive would have been an injustice. Her hair was thick, dark and flowed like waves down her shoulders. She wore a pitch-black dress that provided him a perfect view of her very shapely breasts and possessed mesmerizing emerald-green eyes. "Ah... Hi... I'm looking for..."

"... a gift for your girlfriend." The saleslady smiled as she finished his sentence.

"Yeah... and two of her friends." He replied, wondering how she knew.

"I call it magic." The saleslady grinned.

"Call what magic?" He responded, confused. "What are you talking about?" He asked.

"You were wondering how I knew." She smiled.

"Oh... I see."

"Do I detect a non believer?" She asked with a smirk.

"Look... It isn't that I... Okay... fine. If you want to make a believer out of me... tell me the real reason I want to buy these gifts in the first place." He responded... thinking that there was no way that he was going to allow this beautiful woman to make a fool out of him.

"Certainly... You're planning on crashing your girlfriend's little get-together in order to flirt with Catherine."

"What?!?"

"How am I doing so far?"

"How?"

"You like Catherine... don't you. No sense denying it because I can see how you've wanted to fuck her ever since you met her." She added.

He stood there... stunned.

"Anyway... because you'll be breaking your promise to your girlfriend, the gifts are your attempt at smoothing things over."

"How? How do you know all this?" He finally managed to ask.

"Didn't we just cover that? I could have sworn we just covered that... We covered that. I know we did." She smirked.

"You're a witch!" He exclaimed.

"Like, duh." She responded.

"No! I mean a real witch!" He exclaimed again, feeling a need to clarify himself.

"Not a smidgen of disbelief now, huh?"

"No." He whispered, blushing.

"In that case, I have the perfect gift for Dawn and her friends." The witch replied, grinning like a Cheshire cat. "Follow me." She instructed, sounding like someone who was used to being obeyed.

As he followed the witch to the back of the store he was provided a spectacular view of her very lovely ass and the words 'buns of steel' came to mind. Then he noticed a 'Bargain Barrel' filled with all sorts of junk and one item in particular caught his attention. Impressed with its craftsmanship, he reached down and picked it up. It was an 'egg timer'... and inside stood a sand statue of a man.

"Here it is!" The witch suddenly called out from the back room, startling him so much that he dropped the 'egg timer'... and when he picked it up, it had flipped upside down, causing the sand to start reforming into a new statue... but this time in the likeness of a woman.

"Maybe that wouldn't be a good idea." The witch whispered into his ear as she suddenly materializing right there beside him. He would have dropped the thing again if she hadn't snatched it away from him. He blushed, feeling like a little boy caught with his hand in the cookie jar.

"Here." The witch smiled, handing him a fancy pink box.

He read 'Sweet Sensations' written in script across the cover and turned back to the witch. "What's this?" He asked, confused.

"'Sweet Sensations'." She responded, grinning.

'I can see that.' He thought to himself and then did a 'double take' when he noticed the witch looked younger. Much younger! And her hair was blonde now and so much longer! Even her breasts appeared bigger!

"'Sweet Sensations' are the most delicious chocolates on the planet." The young witch proclaimed in a soft sweet voice. "I can guarantee that once Dawn and her friends eat them that your lives will never be the same."

"Well, it is true that girls love chocolates, but to tell you the truth, I was hoping for something with a little more imagination." He responded.

"Trust me... these chocolates are filled with imagination." The witch responded with a smirk. "But before I sell them to you I am obligated to warn you."

"Warn me about what?" He asked.

"Warn you not to eat the chocolates." The young witch replied, giggling.

"Why?"

"Because they're specifically designed for girls."

"How can chocolates be specifically designed for girls?" He asked, confused.

"They just are... So, you can't have any."

"Well, I wasn't planning on having any anyway." He mumbled.

"Good... don't." She insisted, smiling.

"How come I've never heard of 'Sweet Sensations'? Are they as good as Russell Stover or Herbert candies?" He asked.

"These chocolates are tons more delicious and you haven't heard of them before because they're made by witchcraft." The witch replied.

He found himself not paying attention to what the witch was saying because he was too busy admiring how incredibly 'hot' she looked and wondered if she was still in high school. Then he suddenly remembered that Kim, one of Dawn's friends, was allergic to nuts. "Oh no, I forgot about Kim."

"Relax." The witch smiled. "Only one chocolate has nuts in it and I believe Dawn will eat that one. Plus, there's a diagram on the back of the box cover that shows you the location, ingredients, and affects of each chocolate."

"Alright... How much?" He asked.

"$49.95."

"What!?! $49.95!" He exclaimed in shock. "There can't be more than a dozen inside this box!" He complained; holding the box up for emphasizes.

"13 to be exact. A baker's dozen." The witch replied, grinning.

"But I can get chocolates anywhere... and for about $40.00 cheaper!"

"Not 'Sweet Sensations' you can't... and besides, these chocolates are the most delicious chocolates on the planet."

"So you've told me." He mumbled.

"I accept Master Card, Visa and American Express."

He looked at her again... even closer this time. He wished it was easier to say 'no' to these high school girls... especially ones that looked as sweet and as innocent as this one.

"I'll even gift-wrap it for you with a pretty pink ribbon." The witch added.

"Fine." He sighed, reaching for his wallet.

II.

The three of them had been best friends since middle school. All single, 28 years old, and all very, very beautiful. Dawn was the unofficial leader of their little group and had been since high school. Not only had she been the class Valedictorian but also the homecoming queen. Her lethal combination of beauty and brains never took a backseat to anyone... including her current boyfriend. She stood about 5'6", possessed a slim sleek body, wore her brunette hair half way down her back and sported a perky pair of apple-sized breasts. Simply put, she was breathtaking... and right now she was dressed casual in a pair of jeans and white tee shirt.

Catherine, nickname 'Cat', was the shy conservative one of the three. She was also a brunette but wore her hair short like the actress Catherine Bell. People were always mistaking her for the actress and having the same first name certainly added to the mystique. She was slightly taller than Dawn and possessed a nice plump pair (just like the actress) and an incredibly shapely bottom (just like the actress). She looked delicious and at the moment dressed in a pair of black slacks and yellow blouse.

Kimberly was the loud one... a true extrovert. Not to mention a tad bit promiscuous. She loved sex but didn't much care for relationships, indulging in her share of one-night stands. She was petite, standing 5'2", possessed bleached blonde shoulder length hair and 'B' cups sized breasts. She also wore skin tight 'Frankie B' jeans showcasing her very lovely rounded bottom and a halter-top.

The girls were in the middle of discussing plans for Kim's upcoming birthday celebration when Chris showed up.

"Hey, you're home early." Dawn complained, upset that he broke his promise.

"I'm sorry... but I found this neat little shop in Sterling and couldn't resist." He replied... then placed a pink box wrapped in pink ribbon on top of the coffee table.

"You brought us a box of chocolates?" She questioned in disbelief... not the least bit impressed. She knew damn well that the only reason Chris was crashing her little get-together was so that he could flirt with Cat.

"Yeah... but not 'just' any chocolates. These are the most delicious chocolates on the planet." Chris replied.

"Oh? And how would you know?" She challenged.

"Trust me... I was told this on good authority."

"Whose authority?" She asked. "Did this someone of good authority have a nice pair of tits?" She added, sarcastically.

Chris blushed.

"And just how old was this salesgirl?" She asked.

"Sixteen... maybe seventeen. She was so sweet I couldn't say 'no'."

"I bet." She replied... rolling her eyes.

"Anyway... they're called 'Sweet Sensations' and they're the most delicious chocolates on the planet." He reiterated.

"What'd the girl do, brainwash you?" She asked. "And if you think that by bringing home a box of chocolates is going to make everything alright between us you're sorely mistaken."

"Just try one, please." Chris sighed.

Dawn tore off the pink ribbon and opened the lid. She took a moment to count fifteen individually wrapped pink-coated chocolates, which were all tied in pink-laced ribbon. "Nice gimmick... color coat the chocolates pink and wrap them up individually. I hope you didn't pay more than the 'norm' for these." She responded, glancing up at him... and catching him eyeing Catherine.

"I don't know about anyone else, but I love chocolates." Catherine announced in her soft sweet voice, totally oblivious of her boyfriend's infatuation.

"Take one." Dawn offered, holding out the box.

Catherine reached for one.

"I hope there's some without nuts." Kim commented, leaning over for a closer look.

"On the flip side of the box cover there's a diagram that shows you the location and ingredients of each chocolate." Chris responded.

"Mmmmmmm... Delicious!" Catherine cooed, visibly enjoying the taste.

"What kind did you get?" Kim asked.

"A caramel one." Catherine replied.

Kim smiled and then went back to studying the diagram... then her eyes lit up and she reached over and picked out an oval shaped one. "I was hoping there was a chocolate covered cherry!" She exclaimed, giggling. She took a bite. "And it's filled with light cream!" She added.

Dawn finally settled on a Pecan/English Walnut Cluster while Cat and Kim reached for another one.

"Hey, why aren't you having one?" Kim asked Chris.

"I'm not allowed." He replied.

"What do you mean; you're not allowed?" Dawn asked, confused.

"The wit... er... salesgirl... ah... she warned me that they're specifically intended for girls." Chris responded.

"You're kidding." Kim giggled, chewing on a marshmallow filled chocolate.

"Just because they're dipped in pink food coloring? That's ridiculous! I never heard of such a thing!" Dawn responded.

"Maybe by eating one you'll become more in tune with your feminine side." Kim giggled.

Chris picked up one of the oval-shaped ones and tossed it into his mouth.

"What kind did you get?" Cat asked.

"Same as Kim... except mine has dark cream coating the cherry." Chris replied. "Anyway, I need something to drink... anybody else?"

Both Kim and Catherine nodded their heads then returned to the box to select another one.

'Just one more'. Dawn thought to herself and reached for her second one before getting up to join Chris in the kitchen.

"Mmmmm, mint." She cooed, loving the taste. "It looks like your chocolates are a hit." She yelled out to Chris, who was ahead of her... and when she reached the kitchen she was startled to see Chris, slumped-over and holding onto the counter. "What happened?!?" She cried out, rushing over to him.

"I don't know... I feel... strange. Real strange."

Then there was a scream from the living room.

"Go!" Chris gestured. "I'll be fine."

Dawn quickly ran back to the living room and stopped with sudden shock... Shy, conservative, Catherine... lying back on the couch, openly rubbing her breasts with one hand while rubbing her groin area with the other! Then she turned to Kim, who was outright glowing! Transforming right before her eyes! Getting younger and younger while her boobs grew bigger and bigger and her hair turning brown before turning blonde again!

III.

Chris had wanted to follow Dawn to see what had happened, but the strangeness he felt started to spread. Then he started to glow and shimmer... and shrink! Suddenly, he felt all tingly around his chest area and when he looked down he saw two large breasts protruding against his tee shirt! He brought his hands up to cup them and felt their heaviness! Then he noticed hair falling like a wave down along his shoulders... and it was blonde! "What the..." he started to say until he heard his soft feminine voice. Then he felt a shifting sensation around his hips and ass and quickly stripped off his pants and boxers, and felt somewhat relieved when he saw that he still had his manhood, but then he felt a searing 'heat' down there and instantly grew an erection! Then it started to shrink! Not get soft... but shrink! And within seconds it disappeared inside what appeared to be his vagina! Tentatively, he reached down to touch his new vulva and screamed!

Dawn came flying around the corner, but stopped cold upon seeing him. From the look on her face it was obvious that he hadn't been imagining things.

"Oh God." Dawn finally spoke. "Not you, too."

"What happened to me?!?" He asked, still freaked out by his feminine voice. "One second I'm me and then the next second I'm this... this girl! Look at the size of these!" He cried out, cupping his huge new tits.

"And you're not 28 anymore, either." Dawn mumbled, staring at him.

"I'm younger?" He asked, looking down at himself. "How much younger?"

"16... maybe 17. Kim's a teenager, too."

"Something happened to Kim, too? This is crazy! What about Cat?"

"She's the same age... but she's doing something pretty embarrassing."

"What?" He asked.

"Masturbating."

"Masturbating? Out in the open?" He asked, wishing he had an excuse to go look.

"Yeah... and I don't think she's even aware of it."

"This is crazy." He mumbled again. Then it suddenly dawned on him that everyone changed but... "Hey, what about you? How come you didn't change?"

"I don't know." Dawn replied.

"What did you do to us!?!" He cried, knowing he was being irrational, but feeling it wasn't fair that everyone changed but her.

"I didn't do anything, but I have a feeling it had something to do with those chocolates you brought home."

"The chocolates? Yeah... maybe you're right, but didn't you have one, too?"

"Yes... but what else could it be?"

"I don't know... but what I do know is that I have no desire to stay like this! Nor let anyone see me like this!"

"Chris... Try and calm down and collect yourself... it could have been worse."

"Worse? How could this have been worse?" He asked, getting heated.

"You could have turned into an ugly girl, but instead, you're beautiful... I mean really, really beautiful. Hollywood beautiful." Dawn replied, smiling.

"Thanks a lot." He blushed.

"Trust me... it'll make life easier." Dawn added.

Chris brought his hands up to cup his new breasts again, feeling their weight tug against his chest.

"What's wrong?" Dawn asked, seeing his discomfort.

"These... they're huge!" He replied.

"Now, you can see why I never wanted breast implants and prefer having small ones... anyway, they only feel huge on you because you have to get used to them. I'm going to have to get you a bra."

"I'm not going to where a bra!" He snapped, cringing at the thought of it.

"Oh, yes you will... Once you start carrying those puppies around you'll be begging me to go out and buy you one. They're probably a 'C'-cup... if not bigger."

It was then that he started to feel another sensation... something he hadn't counted on just yet.

"What is it?" Dawn asked, concerned.

"My nipples are hard... I think I'm getting... uh... excited." He replied, blushing.

"What?" Dawn asked.

"Horny! I'm getting... horny." He admitted, blush deepening. He was beginning to understand the infamous 'wet' feeling between his new female thighs.

"I suggest you hide upstairs for awhile and give me some time to think... You also might want to change given how ridiculous you look like that." She added.

He looked down at himself and nodded. The over-sized tee shirt may have looked sexy on his new female body but he certainly didn't want anyone seeing him in it. Still, he wasn't quite sure he was ready to start wearing his girlfriend's clothes.

He left the kitchen and headed upstairs... his new boobs swaying and jiggling with every step. He had to palm them again in order to stop them from bouncing around too much. Dawn was right... He needed a bra.

IV.

Catherine was slowly coming down from a sexual high when she noticed the beautiful teenager sitting across from her. The girl was naked from the waist up and playing with her rather large boobs. The sight of her playing with them added to her constant arousal.

She remembered her marathon masturbation session and blushed. What had made her so horny? And why was she still horny? She remembered how out of control she'd been, crying out with one orgasm after another. "Oh, God." She mumbled... wanting to touch herself again... but she was too embarrassed with the teenager sitting across from her. Who was she? Why was she here? Then it occurred to her that the girl looked a lot like Kim did when she was a teenager. In fact, she could have passed for Kim's twin!

V.

Chris stood in front of the full-length mirror, naked. Dawn hadn't exaggerated... he was beauty personified. How did this happen? How was it possible to suddenly transform into a beautiful teenage girl? Slowly, he brought his new dainty hands up to cup his new boobs again, something that was becoming a habit. Then he glanced down at his long blonde hair, which tickled his new, incredibly fine, ass. Instead of 'being' this gorgeous female creature, he wanted to fuck her!

Slowly, he slipped his right hand down to touch himself... entering his new folds. "Oh God!" He whimpered, feeling all 'wet'. He rushed to the bed choosing to lie down for this...

Having fingered a few virgins during his high school years, he could feel his hymen, realizing his new female body was virgin, but this didn't stop him from fingering his new, very wet, slit... and within seconds he was exploding to his first female orgasm.

After basking in the afterglow, he slowly climbed out of bed and made his way to the bathroom. He looked at himself in the mirror with amazement... He was flush, spent, but still very, very beautiful. After cleaning himself, he retrieved a pair of Dawn's plain white cotton panties, which fit snug and tight around his new ass... but it was better than wearing nothing at all. He then took a look-see through her closet until spotting Dawn's jogging outfit.

VI.

"This is so kewl!" Kim giggled, cupping her new boobs. She was naked from the waist up. "I'm so big!" She beamed with excitement.

Dawn looked over at her transformed friend and smiled. On one hand she was happy for her, glad that she was taking her transformation so well, but on the other hand she knew that her more bimbo-like personality was artificially induced.

"I could play with my new boobies all day." Kim proclaimed, giggling again.

"Maybe I should find something for you to wear."

"If you want." Kim responded, giggling again.

Dawn then glanced over at Catherine, who was still sleeping. Fortunately, she had passed out from her self-induced orgasm.

Magic... If she hadn't seen it with her own eyes she wouldn't have believe it. She just wished that she had read the back cover more closely, but then again, who in their right mind would have taken what was written, seriously? Either magic caused this... or she was having one hell of a nervous breakdown. She looked down at the remaining four chocolates and decided that she needed to label and hide them... but first process of elimination to see what had already been eaten and what would happen because of it.

Each ingredient inside the chocolate carried a different transformation... starting with the pink coating, that according to the box, enhanced female beauty. In Catherine and Kim's case, she could see that their natural beauty had in fact been enhanced, but in order to enhance female beauty in Chris, the magic first had to transform him into a female. In addition, the pink coating would also heighten their sex drive.

It was obvious that Catherine had eaten the caramel chocolate due to her nonstop masturbation session from earlier... and the nuts that she had eaten explained why she hadn't felt any of her changes yet, as they would gradually take affect over time. What really concerned her most was the mint chocolate she'd eaten, reading how it would render her totally subjugated to the first man that gave her an orgasm. At least she could choose. She wasn't sure to what extent this subjugation would be, or whether it would be mental or physical or both, and this scared the hell out of her. The cherry that Kim and Chris ate 'age-regressed' them back to the day before they lost their virginity. Then her eyes lit up.

"What is it?" Kim asked, seeing her reaction.

"Did you eat either the fruit or the fudge?" She asked.

"No... I ate the cherry with light cream; a pink cream filled one and the marshmallow one." Kim giggled.

"Those two must have been eaten by Cat... and she's not going to like it." She responded.

"What's going to happen?" Kim asked with excitement.

"The fruit is going to make her fall madly in love with the first guy she sees... and the fudge will physically transform her new lover's fantasy."

"That's so sweet." Kim cooed.

"Sweet?!? That's not sweet! That's horrifying!" She responded.

"Hey, maybe Cat will see Chris and fall madly in love with him." Kim giggled.

"I can guarantee that won't happen." Dawn replied, thinking of Chris's transformation.

"What about me? Am I going to change anymore?" Kim asked.

"Well, by eating the cherry you regained your virginity... which means you're the exact age you were before you lost your cherry."