Chapter 2

Altawoman appears with kind permission of Leee

Pushing Allie down onto the crate, Jen knew she was through playing around. She was going to give this girl the best head of her life. She’d told her as much, whispering into her ear on the dancefloor, the few inhibitions she’d had whittled away by drink and exhilaration. She’d always been attracted to Allie, even when they were fighting. In fact it was during their conflicts that Jen felt most drawn to this outwardly unassuming but strong woman. Now Jen had Allie right where she wanted her… and she was going to bring her to orgasm the way only another woman could. 

However, in the heat of passion, Jen had forgotten what happened to Allie West every time she became sexually aroused. She was about to have a powerful reminder.

Hungry for her, Jen pushed her head between Allie’s soft thighs and thrust her hands beneath her buttocks. The small strip of dark brown pubic hair bristling against her nose, Jen patiently and expertly pressed her fingers against Allie’s tight little mound and spread her labia. Then Jen began to run her tongue over the exposed pussy-lips, making Allie moan and shudder quite violently. 

“OH! Ohhh, keep doing that…” groaned Allie in a strangely sultry, smoky tone of voice. A thrill pulsed through Jen’s own vulva as Allie was already moist with excitement-- she was really getting into this! The lawyer had worried that Allie’s general sense of reserve extended to her sexual prowess. Happily, her concerns were misplaced. Allie’s very physical response confirmed that whatever Jen was doing was having a pleasurable effect. Grunting with carnal joy, Jen continued to pleasure Allie, slicking her tongue against the swollen nub of her clitoris. 

Then something strange began to happen. Jen’s vision became filled with light. Startled, Jen drew her head back to see that an etherial pinkish glow was emanating from Allie’s vagina.

“AAHHH! Ohhhh--!” Moaned Allie. 

“Oh my God”, breathed Jen as she watched the glow become brighter.  She’d seen this happen a few times before-- once in the other-worldly realm of a super-villain they had both teamed up to fight. Jen’s memories of that occasion were spotty. She’d been woozy from the effects of mind-control, and one of her own transformations into the She-Hulk had occurred at more or less the same time. The second time she had witnessed Allie’s transformation she had been She Hulk-- her large green alter-ego giving Allie some carnal assistance to change to Altawoman form. Jen’s memories of that were even hazier, as her memories of her time as She-Hulk were often murky, and the sexual activity had for some reason caused her to revert back to human form, making her memories even more scrambled. Both occasions had occurred under the duress of a dangerous adventure, so this was the first time Jen had witnessed one of Allie’s transformations on an ‘informal’ occaision.

Jen’s heart pounded as she watched it start to happen. She gazed at Allie’s face, which was frozen in an expression of ecstasy, eyes tight shut and mouth open. 

“Allie…you’re doing this here? And NOW?” Allie looked down at Jen and smiled, biting her bottom lip. 

“You’re…making me…very…VERY…horny, Jen…!” Allie’s face suddenly scrunched in concentration as her body shuddered. Gasping, Allie looked down, and Jen was startled to see that her face had altered. Her lips were fuller…the cheekbones slightly higher…her jaw a little more angular. “When…I…get…HORNY…” Allie’s speech was broken off again with a cry as she shuddered again. “When I get horny…you know what happens!”

Jen watched the changes  make themselves apparent all over Allie’s body. It was hard for Jen to define it in her own mind, but Allie’s whole form seemed to be thickening. Similar to her own transformations into the Savage She Hulk, it wasn’t just that Allie’s muscles were growing and developing. Bone density and fatty tissues were also increasing, meaning that before her musculature attained bodybuilder levels of shape, definition and size, her figure was becoming sturdier… and also shapelier. 

Unlike an average woman whose body could be conventionally changed by intense, prolonged strength training, Allie’s feminine curves were not vanishing nor hardening. They were becoming more exaggerated. Her hips were getting wider and curvier. Beneath her hands, Jen felt the soft mass of Allie’s buttocks swelling against her fingers.  Jen watched Allie’s chest slowly heaving out as her breasts expanded. Allie’s modest mounds were steadily inflating into the outrageously enormous rack of Altawoman.   Cleavage surged and swelled over the neckline of Allie’s dress as her boobs became bigger and rounder. The protrusions of hard nipples were outlined beneath the red fabric which was now straining to contain the rudely quivering flesh beneath. 

Jen felt a throb of excitement in her womanhood at  the sight of Allie’s body becoming thicker and sexier like this. It was also making her heavier-- Jen could feel the weight of Allie’s frame increasing uncomfortably against her hands. Removing them before they got crushed, Jen placed her hands instead onto Allie’s now sturdier and thicker looking thighs. This seemed to please Allie, who sighed as Jen caressed gently. It was plain to see that the process made Allie incredibly aroused. She was gazing at her bust as it ballooned and moaning sultrily, excited by how big they were getting.

Already Allie was broader and bustier--but the change was only getting started.

The roots of Allie’s hair lightened from brown to straw-yellow, quickly washing up through every strand of hair on herhead. Within seconds, nut brown hair had turned to platinum blonde, washing through Allie’s locks like a golden tide. It was becoming wavier and thicker too-- loose strands falling from Allie’s neatly combed ponytail onto her forehead. 

Jen’s attention was turned back to the glow between Allie’s legs. It was intensifying, forks of pinkish electricity sparking and dancing between her inner thighs. Jen watched the flesh there tense and wobble as the increasing size of Allie’s muscles began to make their advancements known. Allie’s bare legs had already grown longer and curvier. Her thighs, once slim and lissom, were now bawdily thick and beefy looking. The deepening tan and clearing of Allie’s skin combined with her new bulk presented a brazen, almost pornographic kind of sexiness which turned Jen on very much. Jen was enthralled by what she could feel taking place beneath her palms-- muscle and sinew enlarging, and a palpably other-worldly power thrumming beneath the skin. Allie’s expanding quadriceps began to gain definition, bulging and quivering with growth. From looking like she might occasionally work out with a thighmaster, Allie’s thighs now looked like she could crush a melon between them.

Jen looked over to Allie’s arms which had also become extraordinarily enormous. Her forearms seethed with sinew, her watch strap pinging off her left wrist. Biceps and triceps bulged.  Deltoids that looked swole and heart-shaped crowned the sides of broadening shoulders. Neck muscles tensed and untensed as they grew, shivering with each surge of pure power.  

Allie’s puffing, pouting lips twisted into a lear as she gyrated her broadening hips and spread her big legs wider. Her panties, pulled down to her bulging calves suddenly snapped apart, pinging into a pitiful heap by Allie’s left ankle. Now all of Allie’s clothing was starting to come apart under the strain. Jen heard buttons popping and a zipper unfastening, which was surely the rear fastener of Allie’s dress breaking apart as her back grew and broadened. Snapping sounds came from Allie’s feet. The straps of her high-heeled shoes broke away at her ankles, and her toes tore open the caps of each shoe, wiggling their way free. Jen watched Allie’s feet grow wider and longer, until the stitching at the sides of her shoes split apart from the soles. Once Allie’s enlarging feet had completely destroyed her shoes, Allie kicked them away from her feet leaving them bare. 

The rest of her dress was next. Allie’s core had thickened out to the point where her already form-fitting dress could no longer cope with the strain. A large rent suddenly yawned open to reveal some of Allie’s midriff… a hard pack of throbbing abdominal muscles…her belly button. Next, it was finally time for Allie’s shoulder straps to give up the ghost. Much of her heaving, swelling bosom had already spilled over her neckline, brown discs of aureolas visible above the decolletage. A spasming surge of growth in Allie’s trapezoid and pectoral muscles caused the straps to snap, and the entirety of her massive, mouth watering tits burst out of her dress with a dramatic ripping sound.

“UUHHHH! OHHHHHHHH….” Allie’s loud moans felt like they were vibrating through Jens whole body. She pushed a hand between her thighs and rubbed against her dampening crotch as she watched that considerable bosom bounce and jiggle with every shudder from Allie’s enlarging frame. Forks of pink and purple electricity danced between wickedly nut brown and erect nipples. Allie suddenly grabbed hold of her breasts, smooshing and squeezing them. Playing with them-- partly from sheer erotic delight but also, Jen was sure, for show. Allie leaned forward, proffering her huge boobs to Jen, who was only too happy to oblige. She took her hands away from those meaty and powerful thighs and pressed them onto that stupendous bust. Jen thought she might orgasm right there and then as she smoothed her palms over that soft, quivering breastflesh. 

Allie-- who was really now Altawoman-- groaned and gasped. Her boobs were at their most sensitive when she was undergoing the transformation, and having Jen fondle them was giving her body the final push. She felt pleasure bursting within her like surging water breaking through a dam. She drew up her arms, flexing and feeling the incredible power coursing through those powerful new muscles. The Alta-Energy that was transforming her body had reached it’s apex. Pink and purple electricity crackling all over her Amazonian form, Allie/Altawoman climaxed. The storeroom was briefly bathed in a blinding white light.

Jen felt Allie’s densely muscular body judder and shudder violently. Her groaning and panting became more rapid, more urgent… and then she stiffened, the crackling aura of energy surrounding her intensifying. Before Jen knew what was happening, her vision was filled with a flash of energy and she was knocked back by some powerful force. 

When Jen’s senses cleared a few moments later, she found herself on her back a few feet away from where Allie had been sitting. The towering figure of Altawoman now rose up to her imposing six and a half foot height, tearing the sorry shreds of Allie’s dress from her sculpted body. The final fingers of purple energy sparking and dancing over those glistening muscles, Altawoman gave a deep sigh of satisfaction, and ran her palms provocatively over her glistening, naked torso. Jen’s lust was reignited by the sight of a statuesque, naked Altawoman, but her head was pounding in a way that was making it difficult to think. Jen groaned, rolling herself up onto her knees. The pounding wasn’t stopping and there was something else-- a pressure that was mounting inside of her… a strange tingling sensation running up and down her spine. She shuddered suddenly, and realised what was going on.

“Nooo…” moaned Jen, feeling the change and difference in her voice already. She looked back over to Altawoman, who’s attractive features suddenly froze in shock.

Jen’s irises had turned from hazel to a piercing, eerie green…

TO BE CONTINUED NEXT SATURDAY