Alice Pantyhose in Wonderland Ch. 07

Alice's body felt amazing, it was so warm and wet inside of Gwen, and as Gwen's pussy muscles squeezed her legs in building orgasm, Alice felt hugged as her own tights and pantyhose were pulled and flexed inside. Bending over to put her mouth to Gwen's clit, Alice began licking it like an ice cream cone, making Gwen go wild with delight. Alice also brought her legs forward letting her feet search for Gwen's G-spot as she gyrated her hips in grinding circles. Feeling the sunken patch of ribbed tissue with her toes, Alice began sliding the pads of her feet downward like she was trying to walk up a washboard.

With a yelp of pleasure, Alice was suddenly taken by surprise as Gwen grasped her around her chest and as gently as she felt she could, began using Alice as a phallus, stroking Alice's pantyhose legs deeper inside herself.

Propping her arms on top of Gwen's massive hand, Alice flattened herself, locking her legs so that Gwen could use her body. It was heaven to see the pleasure in Gwen's eyes as they rolled back under closed lids, while the pumping became more and more intense. Alice's entire lower body began feeling squeezed as she was plunged in up to her belly button into Gwen's pussy. As Gwen pushed her body in deeper still, Alice felt her feet touch Gwen's cervix which pushed and flexed with every thrust of Alice's body

"Oh, Alice, you're going to make me cum.. your sweet little pantyhose legs are going to make me cum.... OH GODDDDDD!!!!!!" She cried, as her bent up green pantyhose legs began to shake with the orgasm rippling through her. Alice's legs felt as if they were in the vacuum of space as Gwen came again and again in shrieking moans of pleasure that filled the room.

Then something odd happened that Alice didn't quite understand. Her legs were being squeezed so tight it was almost painful and then suddenly she felt smaller hands around her chest as she was pulled quickly out of Gwen's pussy.

With a tight slurp and another orgasmic cry from Gwen who nearly dropped Alice on the bed, Alice noticed that the hands hadn't gotten smaller. She had grown about another foot in the span of just a few seconds. If Gwen hadn't pulled her out, she most likely would have hurt her lover with her increased bulk.

"Alice... that was incredible.. I've never done that before," Gwen panted, trying to catch her breath.

Looking at herself as Gwen set Alice down on her soaking wet pantyhose feet, she was sizably larger. Her pantyhose were considerably tighter making a definite bulge of her stomach over the tops of the strained tiny hose. Smiling at Gwen as she lay there shuddering, Alice asked a question she probably knew the answer to, "Why am I growing Gwen?"

"You're taking my powers sweetie... And please GOD don't stop!!" She said with a chuckle to back it up.

"As you wish," was all Alice said. Kicking the giant pillow out from under Gwen, her green moistened pantyhose butt flopped back onto the bed. Something else was different but Alice couldn't put her finger on it quite yet. Stepping easily over Gwen's smaller legs, Alice knelt in between them, laying down in front of Gwen's pussy.

Gwen's clit was now about the size of a walnut and Alice opened her mouth wide to suck it into her mouth. Apparently still sensitive, Gwen's hips bucked wildly, but Alice, being bigger and stronger than before, put an arm on her lower stomach to hold her in place while her tongue worked its magic on the large sensitive tip.

Rubbing her pantyhose legs together, feeling how slippery wet they were from being inside Gwen and the mixture of her own juices that had obviously ebbed out during the heat of passion, Alice placed a hand on Gwen's opening, massaging her labia with slippery strokes.

"More," Gwen replied huskily.

"My God Gwen, you're sure hungry for sex aren't you?" Alice said a little surprised. She hadn't seen Gwen this horny ever, even when she was straddling Alice's face at the Hatress' tea table.

"It's soooo nice, little Alice... soooo nice," she droned mindlessly, still numb and hungry for another orgasm.

Renewing the attention to Gwen's clit, Alice complied with her lovers wishes and slipped her entire arm up past the elbow into Gwen's pussy. The reaction was instantaneous, as her pussy flexed and relaxed letting it slide in deeply. Already familiar with her sensitive spot, Alice made a fist and began rubbing her knuckles against the wall of Gwen's cunt, as she pumped it in and out with long, strong strokes. Her arm wasn't any bigger around than a hot dog comparatively, but she was using it to the best extent as she felt Gwen begin to flex again.

"Faster," Gwen begged. "Please go faster.... Don't stop!! Right there sweet Alice.."

Giving her what she wanted, Alice sucked harder on the clitoral jaw breaker, her tongue pressing as hard as she could, while she nearly drove Gwen mad with delight. There was a moment of silence when Gwen held her breath, her body stiffening, and then expelling all of her air at once, bucked her hips, sucking in Alice's arm, screaming in rapture as the second orgasm pulsed through her body. Gwen put both hands on Alice, one on her back forcing her arm in nearly to her shoulder and the other one on her blonde head holding it in place while her clit thrummed with pleasure in Alice's mouth. A few more seconds passed as Gwen came and came on Alice's fist, her sap like viscous lubricant practically pouring out around Alice's arm making Alice's entire chest, belly and shoulder shiny and wet from being in such close proximity to Gwen's orgasming pussy.

Alice's vision was hazy for a second, as if her eyes had blurred from eye drops, and she felt Gwen push back on her tiny shoulders as her arm was pulled out of Gwen's pussy with a slurp. A second later, Alice felt her pantyhose rip up the legs and snap off at the waist leaving her wet and without pantyhose. Looking again as she blinked away the haze, Gwen was now as small as Alice. Or rather, Alice had become as big as Gwen. No, she was wrong on both accounts. She had grown and Gwen was actually shrinking.

They were each about three feet tall, and finally the same scale. Gwen's pantyhose were now barely held against her skin as they sagged in folds and had slid nearly up to her breasts. The lovely delicate necklace with the heart shaped emerald was now much bigger on Gwen, and she idly slipped it off over her head tossing it aside. Despite the shrinking bedroom and her disorienting changes in size, Alice was so turned on she didn't care. Crawling up, she put her pussy directly on Gwen's, and as she pressed her wet slippery breasts against Gwen's petite chest, Alice leaned in aggressively planting a hot open mouthed kiss on Gwen's lips.

Gwen was having trouble catching her breath as her body was still convulsing from the last rippling shockwave of pleasure, but she hungrily opened her mouth to Alice's kiss, probing her tongue into Alice, finally gratified at having a lover her size that she didn't need to restrain herself with.

Reaching an arm under Gwen's back, Alice put her legs together and leaned back, sitting up on her knees, pulling Gwen up with her. Their lovely hair flopped about as Gwen straddled Alice's hips. Wrapping the loose silky gray green pantyhose legs around her ass, Alice buried her face against Gwen's now petite breasts, sucking one nipple while her slippery wet hand massaged and pinched the other. Clutching onto Alice's shoulders and leaning forward onto the slope of Alice's thighs, Gwen pressed her pantyhose body against Alice, bucking her hips furiously.

Tilting her head back so Gwen could kiss her once more, Alice lowered her hands to Gwen's ass and with another subtle pull, tore the pantyhose open further so she could reach her fingers to touch every inch of Gwen's slippery middle.

"Oh, baby ... God that feels so good. I love your hands on me, sweet silly Alice," Gwen purred, lost in pleasure. Alice could feel Gwen's clit rubbing on her pelvic bone through the pantyhose, and angled her hips slightly to help her out. Moving her hands down, Alice gripped, almost painfully hard, Gwen's dainty ass cheeks, spreading them as she lifted Gwen up and down against her body. Gwen's pantyhose were a blur against her thighs and ass as she wiggled her legs, while her pussy was pleasured in the forceful humping motion.

Pushing her hands down farther, Alice ran her soaked right hand along Gwen's swollen pussy lips and asshole, feeling the sensual slipperyness generated from two mind blowing orgasms. With firm wet fingers, Alice worked her hand around in a circle with two fingers rubbing Gwen's pussy opening and the other two gently playing and massaging her asshole.

"GOD DAMMIT YES!!" Gwen shouted as she moved faster, grinding her clit harder, her green silky legs, squeezing Alice with vigor. "Push them in me Alice.. I want your fingers inside me!" she nearly rasped in a frenzy.

Bucking Gwen's body up a little higher onto her wet thighs, Alice lowered her shoulder, giving her hand as much freedom as it wanted, before angling her fingers and sinking two fingers up Gwen's sucking pussy and two up her quivering but willing anus.

"OH GODDD!" Gwen cried out again, hugging Alice in response as she forced her hips down hard so that the full length of Gwen's fingers, wet and wiggling, sank deep inside her beckoning holes. Alice was so turned on, she began hungrily kissing and sucking at Gwen's exposed neck, biting her with raw sexual intent as she felt Gwen spasm and flex around her fingers, her pussy and asshole unable to be satisfied fast enough.

A second later, her fingers beckoning in slow undulating waves inside Gwen, Alice heard Gwen whispering mindlessly in her ear, "oh God... Oh GOD Alice.. I'm going to cum again... I'm going to cum so hard and it feels so good... dear Alice.. my Alice.. sweet little Alice, it feels so amazingly good. Please don't ever stop... don't stop! DON'T STOPPP!!!

With a sudden down thrust, where she sat for a good two to three seconds in silence, Alice's fingers plunged deep inside her, Gwen came a third time with a vengeance. In reaction to the pleasure coursing through her, Gwen threw her body backwards off of Alice's hand and thighs, landing on the mattress with a muffled thump as her right hand went instantly to her clit, rubbing her pussy furiously with a handful of the sagging silky green pantyhose. Gwen's entire body was shaking uncontrollably as she gave herself over to the moment.

Alice's eyes became hazy again and she felt suddenly dizzy as she saw blue. Blinking through the sensation, she saw for the first time what was happening. Like a heat shimmer from a boiling hot desert floor, the air around Gwen wavered with a seething blue fog ebbing from her and soaking transparently into Alice. She was literally taking Gwen's powers with every orgasm Gwen had.

As if in slow motion, Alice watched in awe as Gwen became smaller and smaller, while Alice continued to grow becoming nearly the full size she remembered before Glinda had shrank her out of the manacles at the Witch's castle. After another second, while Gwen recovered, breathing and sweating profusely, Alice's head cleared and she looked down at herself and her suddenly miniature maiden.

Alice was a good four and a half feet tall now while Gwen was a miniscule two feet. The change was happening faster now and Alice wondered what would happen if the two of them kept at it. Would she vanish?

Laying down on the bed beside Gwen, who was on her back sprawled out and finally breathing more regularly, Alice looked into her green eyes which had diminished in brilliance, yet still had the faintest pristine emerald glimmer behind them.

Gwen was so much smaller now, it was such an odd shift in roles. She had been only a foot tall next to a woman over five times her size, and now she was twice as large as Gwen. Gwen's pantyhose were a fallacy as they lay against her legs like pillowcases without a pillow, and Alice was reminded of the time she'd kissed the statue and shrunk having two pairs of sagging nylons to try and keep up.

As if answering the next question that Alice was going to ask, Gwen sat up, pulling the gray green hosiery up tight against her pussy. Leaning over with a smile on her face to kiss Alice's lips, Gwen's mouth was half the size of Alice's making it feel as if she were getting a peck from a child. The longing in her eyes was unmistakable though, as she stood up on the bed and began walking in her heavy pantyhose down the length of Alice's arm.

She was utterly beautiful, even at just two feet tall. Her chestnut hair was clinging lightly to her neck from the sheen of glistening sweat and sex covering her shoulders and collar bone. Her ass was as lovely to look at when small as it was to hold and stroke when she had been her full size. Alice knew Gwen wasn't real, but she couldn't shake the love she felt none-the-less.

"Ready for one more?" Gwen asked with a giant grin on her face, snapping Alice out of her thoughts.

"Are you sure you can handle one more orgasm, my little mistress?" Alice asked playfully as she looked down the bed at her tiny mischievous guide. "I wouldn't want you to vanish now would I?"

"Baby... Trust me, I've got one more in me and you still need the rest of my power to get to the top of the beanstalk," Gwen replied as she fidgeted around with her bundle of pantyhose, to find the opening in her crotch that she'd already exploited three times.

It was an odd statement, Alice noted, to have to get powers by giving orgasms so she could gain an ethereal blue smoke ability, so she could climb a beanstalk to go talk to a harp. Chuckling slightly to herself, rolling her eyes as she said it again in her mind, Alice began wondering what the hell was influencing her to have made that up.

"So, ummmm how would you like to....?" Alice left the question hanging a little at odds with how to please Gwen now that she was getting smaller.

"Trust me honey, this one won't be a problem at all," Gwen said with a sultry pout as she pulled her hair away from her face and neck.

Straddling Alice's arm, Gwen put one foot on Alice's palm and stepped into her hand, using her pantyhose toes to gently force her fingers out flat. Stepping off again, Gwen knelt down in front of Alice's fingers and with a sexy look from under her beautifully sculpted eyebrows, began chiming as she touched Alice's finger tips, "This little piggy went to market, and this little piggy stayed home..."

As she spoke the nursery rhyme, Gwen touched Alice's thumb and pinky curling the fingers in so they were out of the way before continuing, "This little piggy had roast beef, and this little piggy had none.." Next she touched Alice's ring finger and pointer, curling two more fingers in leaving only her middle finger pointed out rudely in the form of the "fuck you" gesture that Alice had seen from angry truckers and immature co-workers.

"And this little piggy..." Gwen began, grabbing Alice's middle finger in one hand as she pointed it straight up. Pushing her pantyhose to the side, her pussy exposed between the dark silk gray green stretch of nylon, Gwen inched forward on her knees so that she was hovering directly above Alice's longest finger. Lowering herself down just a bit, Alice felt Gwen's hot slick womanhood rub playfully against her finger. It was about the size of a thick nine inch-long cock comparatively and Gwen's breath began to quicken in anticipation as she rubbed herself against Alice's remaining, erect digit.

"This little piggy went wee, weee weeeeee all the way home," Gwen finished. Every time she said "Wee" she spread her pantyhose legs farther and farther apart, slipping Alice's solitary finger deeper and deeper inside herself.

Alice was so turned on by watching her lover take her in her diminished form, that she slid her own hand down to her pussy which was amazingly wet and sensitive.

"NO!!!" Gwen cried, stiffening. "You can't cum yet.. you have to wait for the power to transfer completely or it won't work."

While crazy horny, more than she'd ever been in her life, Alice complied and rolled onto her side so she could watch the shrinking beauty masturbate on her middle finger.

Gwen was incredibly tight. Knowing how full she must feel, Alice could tell she was in heaven as she draped the baggy pantyhose onto Alice's folded fingers. Placing both hands on Alice's wrist, Gwen began to rock back and forth ramming Alice's finger inside her pussy as she straddled it hungrily.

Seeing another opportunity to pleasure her tiny lover, Alice lifted her thumb up and pushed the fat pad against Gwen's clit giving her honey button a rubbing while she entranced herself in the rhythmic bucking back and forth along the length of Alice's middle finger. "Oooooooohhhhh, that's good... I like that Alice," Gwen purred as she looked into Alice's eyes as she moved faster and faster.

Spreading her legs wider, Gwen gasped as she sank lower, pushing her pelvis against Alice's thumb while she rocked harder and deeper. "Oh God..... I can feel it already...

Gwen couldn't take her eyes off of the tiny silky body that was making love to her hand. It was an odd sight but also intimate and welcome as she reveled in the giving of pleasure when Gwen had so many times past pleased her with merely a touch.

In a remarkably short few moments, Alice could tell Gwen was going to cum again. The orgasms were approaching faster and faster the more power she got from Gwen.

For the fourth time that night, as the fire from the fireplace crackled and snapped from across the room, Alice felt Gwen's body stiffen and clench as her final orgasm flexed wave after shuddering wave. "Oh my God!!!" Gwen shouted, her eyes shut tight in pleasure as she leaned back grabbing her breasts as she came. Seconds past as she bucked hard on Alice's finger, breathing wildly like a beast, monopolizing the sensations coursing through her little body, and then Alice felt the power entering her body again as the faintest hint of vapors began to appear.

Time slowed and Alice watched as if minutes were passing vice a mere seconds. She could see she was starting to grow and instantly pulled her finger out of Gwen so as not to hurt her, and then the blue smoke poured off of Gwen in rolling sheets that billowed against Alice's skin disappearing instantly.

Time resumed and Gwen seemed disoriented as she'd been having the remainder of her orgasm when Alice had suddenly withdrawn. The blue smoke continued to flow, and Alice saw the room lose its grandeur as she reached her full size and watched Gwen, still on her knees, shrink down farther to barely a foot tall.

After a moment passed and the air had stilled, Alice smiled playfully. She couldn't help but note how cute her little Gwen was. Her tiny little feet, stepped easily out of the pantyhose as her quivering, naked body walked around the enormous bed.

Her voice seemed so distant, but Alice realized it was just faint from her tiny size. "Almost done sweetheart," Gwen said as she vaulted over Alice's full size leg to stand directly in front of Alice's pussy.

"What are you going to...." was all Alice could utter before Gwen drew back both of her cupped hands, and like she was pushing a huge button, slammed against Alice's clit. There was a small sensual tickle that happened at that exact moment. Time froze again and Alice realized she was controlling the speed of the universe. It was amazing to have such infinite control and yet the seconds evolved in that short span as she saw a blinding blue spark of lightning ripple across Gwen's arms and jolt through her hands into Alice's clit.

Then she lost her mind.

Alice came instantaneously as she never had before. The focus of the last sliver of Gwen's power channeled into her pussy was like having a vibrator that had been running for an hour straight suddenly condensed into a single focal point and unleashed in the blink of an eye.