﻿This story was custom written for The Penguin as part of a story commission.


What the Heart Desires
By Max


“It’s nice when everything is so quiet,” Katherine Ward said, popping open a soda as she walked through the halls of the women’s dorms in the State University. “Friday night, almost midnight, and as usual I’m the only one to stick around” she sighed as she returned to her room. 


The room wasn’t too big. There was a cabin that share with her roommate. Two desks and a large wardrobe. Since she got the low bed, she had a nightstand for her. “Adriana should focus more on her studies instead of going to parties every single night” Kath sighed as she noticed her roommate’s desk had been turned into a cosmetic table. No books on sight.


Katherine turned on her laptop and started to work on her presentation. It was still due to deliver in two weeks, but she wanted to get extra points. As she focused on it, she didn’t realize time and before when she expected less, voices were heard in the corridor. Voices of drunk women.


“Hey Kath. I’m back” Adriana shouted aloud as she got in. 


Kath sighed as she only saw her roommate in a mix of jealousy and disapproval as Adriana was everything she wasn’t. Adriana Diaz was a latin young woman with black hair, brown eyes, and an olive skin that made her quite exotic. Her 5’6 height and hourglass body called attention anywhere she was in. She was quite extroverted and she couldn’t blame her, she had an ass to die for and a pair of firm D-cup breasts that were spilling out from night dress.


Of course, Kath has her strong points. She had short red hair, sparkling blue eyes and pale skin due to her European heritage. Unfortunately, her height genes weren’t so great as she stood up only  5 feet tall. She was quite skinny and had no curves at all. Her glasses hide her freckles and even though she was 20 years old, she was a virgin. Perhaps the only one in the dorm.


“Come on Adriana, keep it quiet. I need to finish this report for the assignment”


“Don’t worry *hic*. I brought you something that will help” Adriana looking into her purse.


“A Dictaphone?” Kath chuckled. “This thing is so old. My phone can record notes better than it”


“Not need to be mean *hic*” Adriana said, quite offended. She tried to climb into the bed and almost trip over. Still, Kath didn’t move to help and continued working on her report.


Laying on her bed, still with her dress on, she saw Kath typing on her computer before turning around to look at the way. “Stupid Kath. *hic* You didn’t need to be so mean”. Then looking at the Dictaphone, she tested to see if it worked as she found it in the bathroom of a disco.


**“Kath should be more friendly with me”**


“At least, it works,” Adriana said as she heard her voice in the recorder. Happy, she tucked under her sheets and was about to fall asleep when she felt her bed shifting. 


“I’m sorry Adriana. I shouldn’t have reacted like that” Kath replied as she climbed into Adriana bed and sat on the edge of it. “Studying is important, but so are you too. Tell me about the party”


Adriana pinched her face just to be sure she wasn’t sleeping. “Sure. Sure” she said quickly, sitting on the bed giving more space to Kath to sit at the bottom of it. “Where do I start?”


*****


“... and I told him, if you wanted my number, better drink tequila with me,” Adriana laughed.


“Oh Adriana. You can be so mean” Kath laughed. “Not all men can stand such drink”


“True. Very *hic* true” Adriana giggled. 


“Well, that was a fun story, but it’s getting late, so I better go to bed too. Good night Adriana”


“Good night Kath” Adriana said feeling some sadness to watch Kath leave her bed and climb her way down. She was so small that she could injure herself jumping from such height. “Still, I can believe Kath had such a change of heart like… it was almost magical?” she said looking at the Dictaphone. Recalling she had played her recalling in high volume, she slapped her face.


Rolling to the edge of the bed, she saw Adriana taking off her clothes to put on her pajamas. ‘I bet you heard my recording of my sorrow and decided to humor me? Well, let’s see how far you are willing to make me happy’ Adriana thought as she grabbed the Dictaphone


**”Kath wants to sleep naked”**


Adrianna giggled at her naughty recording knowing that Kath will stop the charade, but to her surprise, she saw her tossing her pajamas on the floor. She even removed her underwear.


“I don’t know why I always wear this. Nothing better than to sleep fully naked” Kath announced.


‘Are you kidding me? You want to take this prank further, so be it’ Adriana thought.


**”Kath gives a me a good night kiss…  in my lips”**


‘That will teach her not to…’ suddenly Adriana's thoughts were interrupted as Kath appeared in front of her and kissed her right on the lips. ‘Wait! What is going on!’ she screamed in her mind.


“Have a good night,” Kath smiled before dropping down. She stepped on her own bed to do it.


‘No way. No way’ Adriana repeated in her head over and over again. ‘She is playing with me. She is doing it. She just want me to believe this thing is making reality what I said”


Adriana peaked under her bed and watched Kath already sleeping. “Well, if you want to make me believe this has magic, try to do this” Adriana said thinking in something impossible 


**”Kath is not flat-chested. In fact, she has a nice and perky pair of C-cup breasts”**


Adriana smirked in victory as Kath didn’t move. “Pretending to be sleeping won’t help…” she was saying when her eyes caught the sheet moving around Kath’s chest area. “This is impossible. How is she doing this?!” she exclaimed in awe as the fabric was slowly being pushed up. Like she was watching buns in an over, two round shapes rose under it.


“OK Kath. That is a good joke, but I don’t like this game anymore” Adriana said, jumping to the floor just to pull the sheet off “WHAT THE…!” she exclaimed as instead of finding some glued balloons, she saw two perky mounds of female flesh attached to Kath’s chest. A C-cup pair.


“Don’t make such fuzz. I need to sleep” Kath said, grabbing the sheet and covering herself.


“Kath. I’m not joking. How did you get those breasts? Your chest should flat as a board. You  shouldn’t have these” Adriana said and to emphasize her point, she squeezed Kath’s breasts.


“What's wrong with you?” Kath said, jumping from the bed to fondle her breasts. “You have drunk too much. I may be smaller than you but I wouldn't call me flat” Kath protested.


“That is my point” Adriana quickly grabbed a picture of them Kath kept on her night stand. “See? You are…  Oh my…” Adriana covered her mouth as in the picture Kath had breasts.


“I see what?” Kath said, putting back her glasses.


“Nothing. I’m sorry. I must be hallucinating” Adriana said as she tried to recall a memory of Kath being flat and while she had all of those, including the day of the picture, she also realized she had a second set of memories in which Kath had always sported a healthy pair of Cs.


Adriana knew Kath wasn’t playing with her, when she opened Kath’s drawer and all her bras were C-cup instead of AAs. Could she be sleeping? It was not possible that reality could change like that, right? Umless..


Adriana climbed into her bed and grabbed the Dictaphone into her trembling hands, She looked at it with awet. “How wrong was Kath about you. You may be old, but the power you hide is priceless. Time to learn everything about you” Adriana said as she pressed the record button.


**”Adriana knows everything about the Dictaphone”**


Adriana gasped as the knowledge about how the Dictaphone worked poured into her mind. She soon realizes that any change she records will change reality and only the person recording it will know the truth. She also learned that depending on the wording, the change could affect the past as well- That was why her first three changes didn’t affect the past as those were actions she wanted Kath to perform, but when she stated Kath was a C-cup, the past was altered.


“So, if the wording is the key. Let’s try this” Adriana said, jumping down to stand next to Kath.


**“Kath has always liked to sleep naked as her body is so warm that she doesn’t need cover”**


Suddenly, Kath’s pajamas on the floor vanished along with her sheets. Adriana grinned as she could see in her new set of memories that her roommate always slept naked no matter what..


Excited with the power she had, Adriana decided to play a bit with Kath. “You know what Kath. You have always been a good friend, but nature wasn’t too generous with you” she said, admiring her naked beauty. Her new memories told her that Kath still was a disciplined student, but thanks to her new breasts, many guys were interested in her. “If a pair of breasts can make you more popular, let me give you a makeover, latin style” She smiled ready to improve her.


**“Kath doesn't need to wear glasses. Her exotic beauty level is twice, no, three times higher. She has a nice hourglass and average height too”** Recalling Kath was a good student, she added **“Kath is smarter than any teacher. Her studies aren’t affect is she parties with me”**


Adriana gasped as the changes described started to take place. Kath freckles became half smaller and shifted to the upper part of her cheeks. Her red eyebrows got longer, and even though she had her eyes closed, Adriana knew Kath’s blue eyes turned into sapphires. Her nose took a button shape while her ears got smaller. Her neck elongated while her lips blossomed into very kissable crimson ones. Her short hair spread over the bed becoming very long, waist long. But as it grew, Kath's body also stretched adding a half foot to her height. Then, her waist became smaller and her pelvis rose as her buttchecks swell in size. 


When Kath's transformation was over, Adriana closed her eyes and recalled how smart Kath had become. She smiled as Kath had already sent her report and she had gone partying with her instead of staying in the room. “You’re welcome girl” Adriana said, kissing Kath’s forehead.


When reality changed, Adriana couldn’t believe how much her worlds had impacted Kath's life. She was not only a remarkable student, but was very hot. Boys had fought to dance with her all night long and Adriana couldn’t deny being attracted to this hot version of her friend. With her libido raising and her mind still impared, Adriana pushed Kath’s sex appeal further.


**”Kath is superior than me in every possible way, without losing her roots”**


Unknow to anyone, Adriana had always keep in secret she was a lesbian. The reason she went out and party all night was because she likes to make out with any girl that is drunk enough to lose their inhibitions. If she was lucky, some nights she could end having sex with them, but had to run away after that. Nobody recall having sex with her her and the few that did, she convinced them they were drunk and nothing happen. That had always worked for Adriana, but that didn’t mean she wasn’t looking for that special someone that will stick with her after sex.


Since Adriana loved women, it was impossible she wouldn’t develop a kind of crush from Kath. Her foreign nature of her red hair and white skin made her quite exotic for her. Her small size led Adriana to consider Kath an adorable doll. But when her last change took place, the small doll became a large voluptuous woman, so what was once cute became painfully erotic.


“What have I done?” Adriana gasped getting more and more aroused at how sexy Kath was becoming. Her brand new breasts swelled once more reaching Adriana’s size just to keep expanding until added two sizes more. While Adriana always was proud of her large breasts, she knew her latin ass and wide hips and thick legs was what made men drool over her. Now it was her who drooled as Kath inherited such attributes and enhanced them even more.


Adriana started to get agitated and flashes of the past crossed her mind. A day on the beach, Kath was wearing a bikini that barely contained her large creamy breasts. Her tongue disappearing between her buttchecks. “No, no!” she shook her head trying to get the memory away, but she recalled her yoga classes. Kath’s leggings were like they were painted on her. She could also remember seeing the shape Kath’s nipples as her top did its best to hold them,


But as memories could be exciting, looking at the overdeveloped naked body of Kath that has overpowered her own was too much for Adriana. It was like everything that made her hot had been given to Kath making her even more that she could handle. Adriana tried to look away, but one of her hands was already pinching her nipple while the other was rubbing her womanhood.


“Come on Adriana. Put yourself together” she said, placing her hands on her desk and seeing her reflection in the mirror. She needed to do something to take Adriana out of her mind and what better way than picture Adriana as a man. She looked at herself in the mirror and said with conviction without realizing her hand was pressing the record bottom.


**“Kath has a cock. Kath has a large cock, larger than my horsecock dildo”**


When Adriana realized her mistake, she turned around and gasped to see a pale snake resting over one of Kath’s legs. Her solution had backfired as seeing such cock only got her hornier.


“Adriana? What are you doing?” Kath asked as she saw her roommate playing with her cock.


**“Kath is very sleepy and she won’t wake up until morning”** Adriana quickly recorded


Kath fell back to sleep and Adriana quickly got herself naked to ride such a monstrous cock.
****


Adriana woke up and her head was pounding like crazy. “Oh fuck. How much did I drink last night?” she said feeling her legs like jello and for some reason her pussy was quite sore. Suddenly, her physical problems moved to the background when a strong odor at sex dug into her nose almost made her puke. “What is that smell?” she said, making retching sounds.


“I’m so sorry Adriana. Let me get the window open to refresh the room” Kath apologized.


Adriana rose from her bed and was about to jump down to puke in the bathroom, when her hangover vanished at the sight of the long cock hanging on Kath’s sex moving like a third leg. “I must have had a wet dream last night because when I woke up, my bed was covered in my seed. I will clean it, I promise. I’m so sorry for the mess” Kath said, rushing into the bathroom.


“This is so fucked up. What have I done?” Adriana said recalling the wild sex night she had enjoying having sex with the sleeping Kath. She revived how her cock pumped so much inside her that she ended up soaking Kath’s mattress. After had her fill, she went to bed.


Without losing a second, Adriana grabbed the Dictaphone and quickly recorded 


**”Kath doesn’t have a cock. She only has the yummiest and plumper pussy in existence"**


By recording that, the bed and everything got instantly clean. Without a cock, Adriana didn’t have sex with Kath. Instead, she reviewed her memories and she ended up pounding herself admiring Kath’s beauty which explained why she was so sore between her legs.


When Kath finally went out of the bathroom Adriana quickly got on her knees and said “I’m such a terrible person. I raped you last night because I was drunk and horny. I’m so sorry Kath”


“What are you talking about. Nothing bad happened last night. Come one bestie. Stand up”


Adriana felt as her heart was being squashed by terrible pressure. She felt horrible as the only reason Kath was being friendly with her because she forced her to be. In fact, the only reason Kath was standing naked in front of her was because she made her that way.


Drown in guilt, Adriana did the right thing, even if it meant the end of her friendship with Kath.


**“Kath is aware of everything I did with the Dictaphone last night”**


Kath’s worried face changed into one of horror first and then into one of pure rage. 


“You! You gave a cock, drug me, rape me. What is wrong with you? I felt so sick” Kath yelled, feeling her insides being twisted. “How could you change my body to satisfy your lust?” she yelled, grabbing her large breasts in disgust. But the moment she did, while on the outside her emotions showed her anger, on the inside Kath moaned in pure pleasure.


“Please, please. I don’t have words to express how sorry I’m. What I did was wrong. Please forgive me Kath. Please” Adriana crawled toward Kath's feet begging for mercy.


But as Adriana humiliated herself, Kath started to explore the changes in her body. ‘I’m no longer a small plain woman to be confused by a little girl. No, I’m big… bigger than Adriana in every way due her wishing’ she thought to herself as she cupped her large breasts feeling their weight Then her hands explored her wide fertile hips and juicy ass. ‘Not bad. Not bad at all. She not only gave me some great tits and booty, but she improved my intellect a great deal’ she grinned recalling in this reality, she was a higher ranked student. ‘These are very good benefits.  I could make the best of this situation, but first, I need to make clear I don’t like to be used’


Meantime, being on her knees begging forgiveness felt truly wonderful for Adriana. Kath was furious with her, but hearing her yelling at her reminding her how bad she had behaved, was getting her very aroused by it. Sensing Kath full authority upon her felt good. Too good.


“I need to punish you for your bad needs, and it will be poetic justice to use the device you use on me to help me execute my vengeance against you” Kath said, grabbing the Dictaphone.


**”I wanted to be like Laura next door. I want all her knowledge, her skills, her personality”**


Andrea gasped as Andrea was a well known dominatrix that enjoyed dominating and breaking women. Every girl avoided her since they didn't want to become part of her harem. Adriana would have liked to be part of it, if only Laura loved her pets instead of just breaking them.


Kath moaned as for the first time she felt the power of the Dictaphone working on her body. “Oh! This feels so good” she moaned as the knowledge of Laura sunk into her brain. Everything she needed to know about how to be a dominatrix was quickly becoming part of her. “Too good!”


Adriana watched in awe as over Kath’s naked curvaceous body, a dark liquid spread over her body. It stated on her navel, but quickly covered her hips, her ass, her sex. The ink spreaded up until cupping her big rack lifted it. Finally, the liquid solidified into a tight dark latex suit.


Kath’s purrs turned into roars as the iron personality of Laura fused with her own. “ “Mmm… such a delicious confidence, such pride, such dominance and it’s all mine” she laughed as she grew in height due the high heels that materialized on her feets. Her long hair was curled into a ponytail. Then she opened her hand and a whip manifested on her hand. She gripped it tightly and lashed it against the floor mere inches from where Adriana laid. “Oh yes. Her skills, her potential. Poor Laura, all the girls she broke are now mine” she laughed 


Adriana checked her memories and gasped to realize Laura wasn’t a dominatrix anymore. Kath’s wording didn’t copy Laura’s personality. It janked it off completely and fused with Kath. 


Kath grinned seeing how Adriana was messing her panties but what she thought was fear, actually was pure excitement.


“Look at you, trembling in fear before my dominant persona. But I just realized a small flaw in my plan. Laura enjoyed breaking women, but it seemed she doesn’t do it by sex. Since you rape me, it should be logic I give you the same treatment, don’t you agree?” Kath said, using the end of her whip to raise Adriana’s face, forcing her to look into her eyes. 


“Please, Kath. No more. Please” Adriana begged. She had never felt so aroused in her whole life. Her body was trying to resist what her mind was screaming at her. She wanted to submit to her. She wanted to be her slave. Everything Adriana had always wished for was at the tip of her fingers. A dominant woman to obey and serve, but there was a difference between being hard loved and being just punished. She wanted Kath to desire her, but right at the moment, she could only feel hate toward her. The sweet Kath was no more.


“Who told you you could speak back to me?” Kath said, lashing her whip, cutting some of Adriana’s hair. “Next time you dare to talk, it will be your ear the one meeting my wrath”


‘No, no. Please Kath. Get back to me’ Adriana begged in her mind.


“Now that you have learned how to behave, let’s retake your pending punishment should we?” Kath said seating on her chair which had been changed into one of leather. She crossed her legs to give Adriana a direct view of her exposed sex. “Since you like to be fucked, I will give you that. Of course, I won’t lower myself to get a cock. Time to be creative” she grinned.


***“I wish to be like Christian Grey and that this room will be my Red Room”**


Adriana's eyes almost popped out of her face as suddenly, their small university room grew in size and turned into the famous Red Room. Like in the novels, dozen of sex toys started appearing all over the place. The walls opened and more toys popped out.


The floor where Adriana was kneeling rose up into the air as it changed into a bedroom. Adriana tried to run away, but suddenly she was restricted by chains to each side of the bed.


“Oh yes. More, more!” Kath moaned, enjoying all the vast knowledge of a fictional character being imprinted in her brain. “I’m going to torture you throught sex so much that you will regret the day you messed with me” she laughed as the complex personality of Chrtian Grey was hers.


Grabbing the spiked strap on from one of the walls, Kath gasped when she turned around and saw Adriana spasming like crazy. Even though she was tied and not able to touch herself, that wasn't an impediment for her drenching the bed in her juices . “Oh fuck! I can’t take it anymore. I deserved to be punished. I had been a bad girl. I’m yours Kath. Break me, fuck me, make me your whore. I don’t care” And with that, she had the major orgasm in her life and passed out.


*****


“Thanks a lot for being back, Kath” Adriana said as she sat in the university cafeteria to enjoy a hot breakfast with Kath. It was Saturday morning and most girls were sleeping, thankfully, giving some privacy for them to talk. “Your dominant figure was too much for me to handle”


“I can’t believe my roommate and ‘best friend’ is a sub” Kath chuckled while drinking her coffee.


Adriana only shrugged her shoulders “I had liked powerful women for a long time, but I’m not into the kind of master-slave thing. I want to be loved and cared for by a strong, powerful woman that bosses me around but does it because she wants me, not because she gets off by doing it” she said recalling that in the change of reality, she wasn’t Kath sub and she liked that.


“I won’t deny Adriana, having those personalities and skills inside me gave her a confidence that was hard to dispute. But now that I’m back to my normal self, I can sincerely tell you I wouldn't like to be like that all the time” Kath said, thankful that her great intellect made her realize something was wrong with Adriana, making her revert the changes done to help her friend.


Still, there was a part Kath didn’t dare to tell her. With the combination of such personalities she had broken many women in the past. Too many to tell and that gave her goosebumps. 


“Now, while it was fun to be so dominant, I may prefer to be a gentle version of it” Kath said.


Adriana’s eyes lit up immediately. “Really? I will love it if you become that kind of woman. I will be your pet and lover in a heartbeat” she blurred out without thinking what she was saying.


“Adriana, that won’t work. I’m not a lesbian. Laura was but I purged her from my system”


“You don’t need to be lesbian. You could be bisexual. I’m not the jealous type, so you can seek a male company as long as you stay with her. In fact, we can even record you to be lesbian only with me when we are alone” Adriana said as she rose up and down her eyebrows.


“I like the idea but if we go down that rabbit hole, I have some ideas” Kath said.


“Alright. I’m listening” Adriana asked intrigued while between a donut.


“Why should I be the only change? Not offense, you are quite hot, but you definitely could use some improvements” Kath giggled making Adriana blushed. “So what about if we wrote down what we will like to change in each other, then we see what we like or not and we do it”


“That sounds like a great idea” Adriana said, pushing the donut into her mouth to swallow it whole. “Let’s not waste time. Grab your coffee and let’s go back to our room. We have a lot to think about. Our lovely future awaits!!” she grinned, grabbing Kath’s arm to pull her away..
*****


Back in their room, the girls wrote the things they would wish their partner to have. They interchange notes and review them. If they like it, they check it. If not, they cross it. That way each girl was sure to let the other change them into something they are comfortable with.
After that, they will add the things they would like to have, so her partner will ask for them.


“This is easy, I love everything you want to give me” Adriana said, checking everything Kat requested before starting to write all the things she would like to improve about herself.


“Oh well, do not expect the same courtesy” Kath said, crossing some requests. “Here you go”


“What? You don’t want to have a cock?” Adriana said, noting her crossed suggestion. “Well, perhaps later, but what about lactating? That will be so hot” she said licking her lips


“I’m not into it, but if you want, I can add it to the list of things to give you” Kath suggested.


“Sure thing. Turn my tits into milk tankers” Adriana grinned and Kath sighed adding that to the list. “Well, since I have my list first, it is time to make you my perfect mistress”


**“Kath will be more dominant than Laura, but her heart will be twice a gentle as Anna Steele”**


“Oh yes! This is what I was talking about” Kath moaned as she found herself dressed back in her latex suit with a whip on her hand. She could feel again that overwhelming confident flowing inside her, but the cruelly was silenced as her heart was filled with pure love


Reviewing her memories, Adriana added **“Better fourth times than Laura and fifth than Anna”**


“Adrianna!” Kath yelled in an accusatory way, but she enjoyed it. Her confidence doubled and doubled again. Her suit changed from latex to leather and her imposing aura was overpowering.


**”Each time Kath has sex, her sex skills are improved”**


“Now that is more I like it” Kath moaned enjoying how good she was becoming in sex. Her sexy body had given her plenty of lovers. That was before Adriana boosted her confidence, so now, she had at least slept and dominated 30 men and 20 women.


**“Kath will keep her skin etnic, but she will gain the best attributes of all the woman she had sex with”**


“I’m so sorry Adrianna. You are going to regret this” Kath said, feeling her body tingling like crazy. “Rosemary’s breasts. Angela’s ass, Carol’s legs. Susan’s waist” Kath moaned as her breasts swelled into huge Gs. Her ass blew out, doubling its size. Her waist shrunk and her legs got longer. “But that is not all, Carmen perkiness, Gina’s height, Julia’s pheromones” and by saying that, her heavy breasts firmed up until defied gravity. She grinned as her body stretched up to the 6 feet markl becoming taller than Adriana. “It’s nice to see you down for a change” Kath giggled, but Adriana couldn’t say much as Kath’s aroma was intoxicating.


“So you only had 50 lovers so far? Let’s change that” Adriana said.


**“Kath has 50 lovers per year and from them 50% are women”** 


“No, that is too much” Kath said grabbing her head as she felt her sexual skilled being enhanced after having sex with at least 200 people. From those, 100 were women. Kath felt her body being completely rewritten as the magic of the dictaphone was giving even until the smallest improvement she could get from those women. Smoother skin, more sensitivity, thicker lips, longer tongue, stronger nails, thinner arms.


**”Too much? Better make it 10 lovers… per month”**


“Oh fuck!!” Kath screamed as her sexual skills skyrocket after having had sex with almost 500 people. Her body kept shifting as she now possessed a vast catalog of 250 women to copy traits from. Her breasts surged forward, her ass too. Of course, there weren’t many women more voluptuous than Kath, but that didn’t mean she couldn’t keep improving other minor things like her teeth or even the thickness of pubic hair. But that was not all. Kath felt that the way her bones were shifting. Her pelvis will give her a sexy strut, her floating ribs got smaller, and many little details that even if she stood still or walked her body will call the attention of everyone.


**“Since the day we met, Kath and I have been lovers. No strings attached”**


This time both girls gasped as their memories changed. They recalled the first day they met at their dorm. Kath already possessed the body of a goddess and once Adriana was exposed to her dominant aura, she swore eternal love to her. Kath smiled and took her as her lover.


“Oh that became better than I expected” Adriana said, feeling her legs trembling at all her new memories with Kath. The way she made love to her only got better with time. She hated that she hung out and seduced other people but she knew she would always return to her and put everything she learned from them into pleasing her, so that wasn't’ that bad after all.


“You are completely right. I may not like that you make me have sex with some many people, but the benefits are certainly worthy” Kath said looking her reflection in the mirror not recognizing the extremely sexy woman looking back at her. She was the sum of the best pieces of different women all in one package. No man or woman could resist her.


“Well, I had my fun, so let’s see what you want for yourself” Adriana said as she read Kath’s list.


**”Kath is 6’4” feet tall”**  


Kath poured as her body elongated only 2 inches more as her last changes made her 6’2”.


**”Kath from now on won’t ever age and she will always look like 20 years old”**.


Kath grinned as nothing changed on the outside, but a tingle inside indicated it was done.


**“Kath is very intelligent..”** Adriana read the line, but it was too vague, so she improved it. **”She is smarter than any of the teachers in the university, but also more than all combined”


Kath’s eyes rolled to the back of her head as that tweak blasted the limits of her mind power. She felt like her brain was replaced by a super computer and feared her head would explode.


**’Kath is quite strong but with lean muscles”** Adriana sighed. For being smart, certainly Kath didn’t like to elaborate much. **”In fact, her muscles could be small, but they pack more strength than if she want, she could lift a mountain and launch it into space using only a finger”** 


“Oh my…. This power. I can feel it. It’s so much, so much” Kath laughed maniacally as her body developed a nice layer of lean muscle, but deep inside the density of it turned denser than steel, more diamond. More than any substance known by men and still kept going grating her a level of strength that only her super powerful mind could calculate. “I feel all powerful!” she moaned


“If you like that my love, just wait to see what I will do with your next request” Adriana said after reading the final change in the list was that Kath wanted to know a lot of things.


**’Kat’s memory capacity materializes as a bookshelf and her knowledge as books next to me”**


With that, a white bookshelf appeared and a few books were put on it. “Let’s see, this shelf represents your memory and the different levels of knowledge. Academic knowledge,  Life knowledge, Alright time to get creative here.” 


Kath was in fear as Adriana started to pick different books. Language, math, chemistry… “These books seemed a bit thin for me don’t you think?” Ariana said removing the books and giving them to Kath to carry them. But as that happened, that knowledge faded from her mind. “And of course, the most important book of all” she grinned putting on top of the pile the thicker book of all, her sexuial knowledge making her blush. “Alright, time to bring the big guns”


**’Each of the books Kat is holding will be filled with all the knowledge available about the theme. And I mean everything, discovered or undiscovered”**


Kat gasped as the books suddenly passed from school book thick, to master enciclopedias each. “Those books now are too heavy for me. Good thing I give you super strength.right?” Adriana joked as Kath began to put the books back on the shelves. Each time she did, she moaned and orgasm due the massive volume of information she was learning. When the time arrived for the sexual knowledge, she lost all compuste and ended on the floor spamism due a massive braingasm. “And now you know how it feels to get your brains blown,” she giggled.


When Kath finally recovered, she recalled a coil piece she had always kept with her to remind that something common could become something valuable. Picking it between two fingers, she pressed and it exploded into dust just to reveal a perfect diamond in the inside. 


“This is for you my love. You did it well” Kath said kissing Adriana while putting all her improved sexual skills into it, turning an innocent kiss into the trigger of a massive orgasm for her lover. “Payback is bitch” she grinned seeing how Adriana couldn’t stop smiling in her predicament.


****


After both girls took a shower and used the dictaphone to clean the mess their juices made on the floor, it was the turn of Kath to change Adriana.


“This is it babe. Use that big brain of your and make the girl you want to love and fuck everyday”


“Gross, but I like it” Kath said, reading the different changes listed for Adriana. “Since you have already told me I can use my ‘big brain’, let’s start it.


**“Adriana is a smart girl… mmm, she is so smart that makes Kath look dumb”**


Adriana gasped as the mental explosion that took place in Kath’s mind was nothing compared to her. It was like the Big Bang was happening all over again inside her head. “Oh my dear and so not so brilliant Kath. You just make me hundreds times more intelligent than you. I'm so superior that it’s so hard to express myself in such primitive language” Adriana jacted.


“Who told you to speak to me?” Kath said using all her dominant aura.


Adriana quickly got into her knees and said “I’m so sorry mistress. I let this big brain take the best of me. Please forgive your loyal pet. Punish me at your will”


Kath looked down at Adriana and when she looked up to her, both had a grin on her face. “Nice acting. I almost fell for it” Kath laughed as she helped Adriana to stand up.


“I learned from the best” Adriana said, making a gracious bow in front of her mistress. “But to be honest, this intelligence feels amazing babe. You should tried”


“Perhaps later, let’s get your list done”


**“Adriana is quite beautiful… mmmm, well, she is more beautiful than the best top models combined”***


Adriana moaned as her beauty was refined to levels even superior to Kath. While Kath had the numbers, Adriana had the quality. The most beautiful women in the world were jealous of her beauty. Everything in her was enhanced and perfected to inhuman levels. A simple smile could turn a man into a bark dog and a woman into a purring kitty.


Kath could feel how the tremendous beauty of Adriana was affecting her even with her great mind. Mere mortals don’t stand a chance against her. “Well, the next one is something important, but again I think what I need in this case is better.


**“Adriana is rich. She had won the lottery twice** 


The girls gasped as their room rapidly changed into a large bedroom. Adriana was so rich, she builded a complete floor on top of the dorm as her personal penthouse to live with Kath.


“This is good, but it can be better” Kath grinned.


“Adriana won the lottery, three times… or better yet four times”


Adriana’s money multiplied and again the room changed. They were no longer in the woman’s dorm. Adriana had built a mansion inside the university terrain where she and Kath could be together. As money was no problem, Adriana's clothes changed to match the ones of a designer, which was something logical as she was the most beautiful woman in the world. But when Kath's clothes changed, she realized something.


Until that point, she had been wearing her dominatrix suit, but then, her clothes changed into tailor made clothes that showed she was no longer a student, but a teacher there.


“Is this true? We changed the reality so much that you are no longer a student” Adriana said.


“Well, you gave me all the knowledge possible, what else do I need to learn?” Kath laughed as due her extensive knowledge she was hired only for the most rich people in the world to teach their children. In the case of Adriana, she was smart, but she lacked the knowledge. So she arrived at the university seeking the best teacher in the word and once she saw her, she fell in love with her. Her passion was so big, that she built a mansion and moved to the university to be able to learn from the best and at the same time to live with her.


“We better stop making our changes too extreme” Adriana said worriedly.


“Why? You just teach me how fun this is. So let's go crazy”.


***“By some strange coincidence, all the lotteries of the world threw the same numbers and Adriana won them all”***


And with that, Adriana became the richest woman in the world. She bought the whole university, she possessed it and she could go outside with Kath and kiss her and make love to her in public if she wanted. That was her property, her land, her kingdom.


**“Adriana is a successful in anything she want to be”**


Kath didn’t have to modify that as in this case, leaving it vaghe was good. Adriana's power and influence were impossible to measure. With her money and intellect, she created several companies, each more powerful than the other. At the age of 20, she owned half of the most important companies of the world. She could practically print her own money. Her resources were unlimited. “This is crazy Kath. What I will do with all this money”


“Easy my love. You stay at home with me. You will never need to work any single day from now on. You have enough money to keep us satisfied for the rest of our lives”


“Are you sure about that? I thought we were in a relationship with no strings attached”


“What I can say…”


**“Adriana knows how to make Kath happy in every possible way”.**


Adriana found her memories shifting. She always had a great relationship with Kath, but in that moment, she could see how in any single one of her memories, Kath had a warm smile. She was happy and for that, Adriana was happy too. “Thanks babe for making me as you wish, but now is time to unleash the power of the real Adriana.


Kath grinned and started to read the changes.


**“Adriana is very curvy. More curvy that any woman Kath had ever desired”**


“Oh yes. Delicious curves, come to mamma” Adriana laughed as her body inflated in all directions. Her hourglass became extreme as her breasts swelled Into a J-cup and her butt became so big, she could hold a led tv on it without problem. “Oh my… How did I end up bigger than you? Where you suppose to have the traits of all the women you had sex wtih” Adriana complained as she felt her body wasn’t strong enough to deal with her mammoth curves.


“Well, you said women I desired, not that I had sex with” Kath giggled. “Remember you gave me the sex knowledge of the world? Well that included the looks of some of the most curvaceous women in the world. Good thing I prefer for what is natural. Otherwise you may have ended up with huge plastic boobs” she laughed. “But that you are big, let’s raise the pleasure”


**“Adriana’s body is very sensitive. So much that any piece of her skin is as sensitive as any of her erogenous spots.”**


Adriana squirted as even the air touching her skin got her aroused. For that reason, a special silk that protects her skin from the environment covered her, making it possible to walk outside.


“You are so mean. This level of pleasure is a tortute” Adriana moaned as her mind remember the countless orgasms she felt everyday but just touching her skin properly.


“Perhaps, your next change will help you cope better with that”:


**“Adriana is invulnerable and any attack on her will give her pleasure”**


Adriana groaned as she felt her skin becoming impenetrable, while at the same time remained smooth and pledgeable to the human touch. “Uhmm… the sensitivity is still there, but it’s more manageable” she sighed relieved as the special silk protection vanished.


“I must admit, that is a stage change. Any particular reason for it?” Kath asked.


“I live rough sex and with you level of strnegth, you alway hold back when the had sex. Now, you won’t need to worry about breaking me” Adriana smiled and Kath blushed.


“Well the last three don’t seem like the big changes so let me mention them all at once”


**“Adriana is the perfect housewife. Adriana is quite flexible. Adriana is able to lactate enough to fill me up”**


As Kath predicted, the first two changes didn’t affect Adriana too much. The first brought her knowledge about how to cook, how to clean, how to sew, etc. The second change was better, she felt any tension in her vanish as her flexibility was incredible as she was able to bend her body and to lick her own pussy if she needed it. But as great that change was, the third was the best as Adriana moaned as her breasts surged forward blowing up to massive K-cup. “Oh fuck! Look at me Kath. I have ‘Kath’ boobs” she laughed, ripping off her blouse to fetch out her breasts. Her nipples grew and engorged before jets of white creamy milk were shot out of them.


“Glad you are happy with those changes. They would be too much for me” Kath chuckled.


“What a pity, because you will have to deal with them” Adriana giggled


“What the…” Kath gasped as her body tingled like when they used the Dictaphone. However, it was on her hand and she double checked that the recording button wasn’t pressed.


“I guess you forgot I recorder that your body should be better than mine”


“Are you serious? Oh fuck!” moaned as Kath felt an avalanche of changes and she couldn’t escape from them. First was her beauty, which improved to become more alluring than Adriana. Then, her curves exploded as she gained bigger versions of the porn star curves she acquired. Her body turned more sensitive, cursing herself for having fool around with that change. Fortunately her invulnerability toned down the experience. Then, if Adriana was hundreds of times smarter than her, her mind became thousands more. And while being flexible felt good, her breasts, which were already a large L-cup, leaped forward being filled with milk that made her the proud owner of M-cup. Like Adriana, her nipples swollen and ejected milk, thicker and faster than Adriana did. Kath only sighed as even on that level, she became better than her.


But as Kath was trying to cope with the changes in her body, she saw Adriana quickly stripping off her expensive clothes. “This was your plan all alone right?” she accused.


“Hey, you may be smart, but I’m cunnier” Adriana grinned feeling quite aroused by Kath's presence. It was like being in front of a fertility goddess. “You are magnificent, my mistress. Let me worship your body”


“This is not the moment for… oh wow… OH WOW!” Adriana moaned being caught at how good Kath was pleasing her. She soon realized that her own vague wish for Adriana to know how to make her happy could be also interpreted into giving her the best pleasure possible. That, combined with the ability of Adriana to be successful in anything she wanted, made possible that her lover required only to touch her a bit in a few key points to get her dripping wet.


“Alright, if we are going to do this, I won’t do it standing up” Kath said, scoping in a sweet motion at Adriana into her arms making the latter squeal in delight. Since she was quite strong, Kath carried Adriana to their bed with no problem at all.


Kath had to admit, the bed was huge. Not only was it larger than a king size, the sheets were made of silk and the whole furniture was solid gold. “Someone has too much money to spend”


“Who is the one to blame?” Adriana giggled, trembling in happiness.


“Touche” Kath grinned as she gently sat on the mattress, but still this ground under weight. Her reinforced muscles must certainly be heavy not to mention she carried the curves worth of 4 women at least. and tried her best to accommodate Adriane. After all, her huge breasts covered most of her legs. “Since the lactation was your idea from the beginning, I think it will be fair if you are the best of us to try it” she said as she did her best to guide Adriana’s mouth toward her nipple. “Give me a little help here please. I can’t see beyond the horizon of my breasts”.


Adriana nodded and started using her hands to guide Kath. She had fun using her lover’s nipple as a kind of joystick to guide Kath’s arm in getting her closer to the prize.  


“Just let me know when you are…. Ooooohhhhh” Kath moaned as she felt the soft and warm lips of Adriana suck tightly her nipple. “Oh please Adriana, not stop. Please, not stop” Kath cried in pleasure as her strong sucking combined with the feeling of her flowing milk and her enhanced sensitivity was giving Kath a lot of pleasure.


For her part, Adriana couldn’t believe how tasty Kath’s milk was. ‘I could get used to this’ Adriana thought as she kept gulping all the milk Mommy Katherine had for her.


“I hate to admit it, but breastfeeding you feels very good,” Kath said, enjoying how Adriana was swallowing all her milk. “There is no rush my baby. I have another tit full of milk for you”


Kath rested a bit while singing a lullaby. With one hand she supper Adriana’s back, while with the other she caressed her hair, enjoying their remarkable condition.. As she did that, she took her time to appreciate the changes on Adriana’s body. Her tan skin was soft and glowed like gold rather than copper. She left her hair and ran her finger circling the vast area that was her breasts. Her legs were long and resting on the bed, her ass and hips were truly impressive. Soon, Adriana emptied one of Kath’s tit and was moved toward the other. As impossible as it was, Adriana’s sucking felt even better. Perhaps the combination of making her happy and being successful worked together again to bring more pleasure. She ended up moaning too.


*****


“What a delicious milk” Adriana explained, plugging out her lips from Kath’s nipple after having finished emptying the second tit.  “I could even say it has renovated my energies”


“That’s good to hear. You mistress will like to have some love too” Kath purred.


Adriana stood up, just to sit next to Kath. Being close to her made her heart beat fast. “Is it alright if I touch you? Can I?” she begged looking up into her green eyes. Kath nodded.


Nervously, Adriana dared to touch Kath’s creamy skin. It was as soft as impenetrable. She put her fingers over Kath’s arm, but no matter how much she pushed, she couldn’t make a dent beyond the natural pledge of her skin. “These muscles look so good on you mistress” she said, getting her head closer to kiss her leaned bicep as her hands felt her marked abs.


“And don’t forget the incredible strength you put on them. For that, I’m quite pleased” Kath said, flexing her arm forcing her biceps to reach its peak. The way the muscle was cut seemed like it was a work of art on granite. “Just thinking about the power hidden in these is enough to keep me going. Even if it's impossible I will use no more than a minuscule fraction of it, I will like to be even stronger. Do you think that is being too greedy” she asked with a pout on her face.


“No mistress. Not at all. You deserve it and more” Adriana leaned forward and kissed Kath on the lips. At first, Adriante felt Kath was surprised, but when she returned the kiss, she knew it was her way to say everything was fair. Without losing time, Adriana wrapped her arms around Kath getting lost in the sensation of her soft kiss and her firmed muscles. She drifted her hands along her body enjoying the large extension the once petite cute doll had become. A woman larger than life, with an overpowering confidence, a might that even millions of computers could match. A strength that could turn hard metal into meable goo. She was wise, she was beauty, she was desire, she was power, but the most important thing… She was hers.


Then, Adriana stood from the bed, to just get on her knees in front of the woman of her life. Feeling the desire to please her, she dared to get her face between her legs, but when she tried to open them apart, she found it impossible to move those pillars of muscles. “A little help?” 


Kath was moaning as the little strength Adriana used was changed into a low wave of pleasure spreading from her legs to the rest of her body. Sensing the despair of her lover, Kath smiled  at her and opened her legs granting her access to the most precious part of her body. 


When Adriana managed to slipped her head between those toned legs, the aroma of her mistres sex was truly intoxicating. Even in her memories, she had done it several times, this was the real first time she was going to give Kath the pleasure her tongue would provide.


The same fear and excitement filled Kath as she saw Adriana descend between her legs. She put her arms behind her and over the bed to support her back. She didn’t that an impulse will make her push her face into her sex. She had to fight the urges to do it, but then, it happened.


“Oooooh!!!” Kath crazily moaned as Adriana’s tongue felt incredible. The great love she felt for her, the arousement she built, and the extra sensitivity pushed to the first of several orgasms.


*****


“Please, mistress!. Let me orgasm!. Please, mistress!. I need it. Please!” Adriana begged as her body was shaking. She was seated on Kath’s shoulders having her womanhood being devoured with a skill that drove her crazy. She was digging her fingers into the skull of her mistress but no matter how hard she tried, she couldn’t harm her. In fact, she only gave her more pleasure. 


Due her vast sexual knowledge, Kath knew how to keep Adriana at the verge of an orgasm just to denial it to her. That was a torture Adriana found incredible erotic, but her mind had a limit.


Kath stopped liking giving a break at her lover. “Tell me what I wanted to hear my pet and I will give you the release you seek with such desperation” 


Adriana blushed but she knew that was the only way. “I loved being used like a toy by the most powerful, smarter and sexier woman in the world. Even though I’m incredibly rich, Kath is the one that managed her money. Kath is everything for me and I will never be unfaithful to her”.


Happy with her slave words, Kath let Adriana orgasm and she did it so hard that she passed out. Then, Kath lowered Adriana’s unconscious body to gently tuck in their bed. Adriana had such a happy face that Kath couldn’t avoid feeling even happier for both of them.


Finally alone, Kath stood naked in the mirror admiring the powerful woman she had become. Suddenly she grinned as she saw the reflection of the Dictaphone on the mirror. “I’m so much, but still, I can be so much more,” she said, grabbing the Dictaphone.