Misty F Fiction

094 – Witch’s Brew

The text presented here is copied directly from my Tumblr with minimal editing. If you have feedback about this story, send me an ask. This story is rated NSFW for Explicit Sex, Extreme Sexually-Focused Transformation, Huge Growth and Intimate Nudity

This initial segment was written by TierynBE.

Balama and Alethra ran through the woods back to their village home. The sun was disappearing behind the trees as they fled from the witch’s hut with their prize.

“I can’t believe this actually worked!” Alethra said, nearly out of breath.

“Just keep going! Do you want her to catch us?”

The two young women reached their home, a small wooden cottage on the outskirts of a village. They laid their stolen bottles on a table by the hearth and sat to catch their breath.
Alethra, a lithe blonde, spoke first. “We did good, Bala. I hope these potions work just as good.” Her pale skin shone in the gentle, growing moonlight.
Balama grinned. “We’re sure to get ourselves some rich husbands after we finish with these.” She was a little darker than her friend, but still just as svelte from living a peasant’s life. “Do you want to try them tonight?”

Smiling wickedly, Alethra consented. “I don’t want to wait any longer than I have to.” She grabbed one of the bottles of witch’s potion by the neck, pulled out the cork, and took a sip. The women waited a few seconds, seeing if anything would happen. Slowly, the front of Alethra’s tunic pushed out a couple inches. The linen stretched to accommodate her bustier figure.

“That’s amazing,” Balama stated as she stared at her friend’s bust. “My turn.” She took hold of her own flask and threw the cork in the hearth. Balama took a heartier swig of the potion than Alethra did, eager to outdo her friend. She patiently waited for the brew to affect her. As it worked, Balama’s boobs burgeoned out even more noticeably than Alethra’s, plumping up to a size that would put the castle wet nurses to shame.

“Trying to get bigger than me, Bala? Greedy greedy.” Alethra drank from her bottle again, downing about half of its contents before letting up. Alethra felt her chest tingle as the magic took hold of her body again. Her tits jiggled with growth and she moaned from the sensation of her nipples rubbing along her shirt as they crept further down. The swelling masses pushed past sizes that anyone would believe natural on such an otherwise svelte woman. Her tunic was stretched to its limits as she grew ever more top heavy. Alethra’s nipples could be seen pushing into the fabric as her growth tested the limits of her clothing. Just as the shirt started to rip, her breasts stopped enlarging. Alethra looked down to examine herself. Inches of deep cleavage stared back up at her. The front of her shirt was almost a foot in front of her. “Bala, I don’t think you should-”

She was cut off seeing Balama up-end her flask, chugging down the contents of the flask. Almost immediately, her breasts burst forward with growth, quickly passing Alethra’s huge size, tearing her shirt to shreds. Balama pulled the tatters of her tunic off her body and let her growing tits freely bound into the space before her. They flowed down her torso, quickly approaching her thighs. Her nipples were staying in proportion to her boobs, growing huge with them. She felt the warmth as her breasts met her thighs, covering her legs in tingling tit. Balama’s boobs bulged over the sides of her thighs, clearly becoming the widest part of her body.

No way I’m letting Bala be bigger than me! Alethra took one final drink from her potion, emptying the bottle down her throat. She let out another soft moan as the growth began again. She didn’t grow as forcefully as Balama did, so she pulled her tunic up over her expanding breasts. They dropped out of her shirt as she removed it. Her boobs continued to swell, larger and rounder, as she smiled happily watching her growth. Alethra stood up, letting her boobs assume their natural shape. Her pumpkin-sized tits dominated her torso, approaching Balama’s huge size. The nipples that rose from her breasts were like thumbs from knuckle to tip, big and firm in the cooling night air. Alethra’s boobs slowed in their growth, finally growing a few inches bigger than Balama.

Balama refused to be outdone. She reached for another bottle and pulled out the cork stopper…

This is where my part picks up

Elsewhere, Muriel observed her stocks, trying to find what the two young women stole. “Hmmm,” she said as she observed her shelves. “Oh, I should have known. Growth potion. Everything a girl needs to land that handsome lord in the castle.” She examined the shelving further. “Oh, dear. Four bottles? I hope those poor women don’t finish more than one each.”

Shaking her head, Muriel turned back to her newest creations. The glowing, bitter smelling brew bubbled and seethed as she stirred them. She dipped her finger in the blue-grey mixture and tasted a drop on her finger. Around her, her hut shimmered and for a moment was a much larger space. Then the effect faded and she smiled. The dream potion was coming along nicely. She did not even bother to test the brilliant pink-and-purple potion, she knew its effects all too well. The smell alone was enough to tell it was complete.

Ready to bottle the love potion, she reached for the empty bottles that had been on the table, but only grabbed air. Glancing over, she realized two very large round flasks were missing…


The new potion, blue-gray unlike the others, had a completely different taste, the thick syrupy liquid was very bitter and it made Balama's whole body tingle. Still, she gulped more than half of the flask in a few seconds. Eager to not be left too far behind, Alethra snatched it out of her hands and downed the rest. They waited for a moment, expecting further growth, but nothing happened. Their expansive busts remained merely huge as they as they stood in Balama’s spacious bedroom clad in their exquisite lace and silk nightgowns. The lack of change made them both hesitate to reach for another bottle. Had the witch lied about the potions? Did they really work?

Balama dropped to her finely carved four-post bed, the mastercraft mattress making only the faintest of squeaks. The intricate woodwork, which had cost her father a considerable amount of coin, was well worn from years of use. She ran her hands over her torso defining assets which spoke volumes about her noble blood as she let out a heavy sigh.

“How disappointing. This was my last chance to reach a size befitting my station, how am I supposed to live up to expectations now? I am but a fraction of Her Majesty’s size, more a Baroness than a Marchioness… Today is my twentieth birthday, Alethra. I probably will not get any bigger than this. I am a failure to my house and my line.”

“That is not so, Bala. And you know it” Alethra crossed the elegant carpet to comfort her friend. Her stride was the automatic sway most ladies at court used to keep their endowments from pulling them off balance. They had both perfected the slow, confident walk as part of the years of instruction to prepare them for the rigors of adult nobility. She took Balama’s hands in her own and lifted them up. “So what if you’re smaller than other Marchionesses? Everyone in the Tidehollow March knows that you are more than competent and they will follow you if the war comes here while your mother is away.”

Balama was intensely grateful for the presence of her fair-haired peer. Ever since Alethra had been ferried her to safety while the war waged to the east, the Bavarian Duchess had been indispensable. Especially of late.

When their country had been dragged into the conflict and her mother left to serve the Queen, ruling the March had fallen to her as the oldest woman in the household. As Steward, her father oversaw a great many things on her behalf, just as he had for her mother, but it was Alethra who really shared the load with her.

“What of my betrothal? I need to ensure I have a daughter before one of my churlish cousins contests my right to rule.”

“Just pick someone, Bala, one man is the same as any other for the purposes of procreation.”

“But I want a partner, someone I can-.”

“Then you already have one in me,” Alethra said as she gripped her shoulders. “Bala, look, stop worrying. This is the one night a year where you can have a moment of peace. Let us enjoy these other potions from Madame Muriel. Maybe another one will actually do something? I’ll even go first?”

Balama nodded. “Sure, might as well bring them all here.”

Alethra walked over to the table to retrieve the other bottles. With each step, an expanse of lacy bust swung into view, the curved volume wider than her friend’s torso.

Left alone with her thoughts for a moment, Balama wondered if she really could get away with marrying her best friend. She had thought about it more than a few times when their bodies first started to proclaim their birthrights, as had Alethra. Things had gone as far as spending an evening kissing each other before they were discovered by one of the maids. Her mother had never told them they were not allowed to be together. Quite the opposite, her support even went as far as implying that she would officiate personally. As both Balama and Alethra took on more responsibility, however, they had less shared alone time and Balama often went to bed alone with Alethra on her mind.

“There are three left,” her friend said, bringing her back to the present. “Which one do you want me to take?”

The potions were each a different color, their contents bright behind their glass. The green looked like the mottled skin of a cucumber. The orange seemed to shimmer as it flowed, something about it was very familiar. Most remarkable was the pink one, which glowed with a faint purple light.

“Shall we share the pink one?”

“As my lady wishes.”

“Oh stop…” she said as she placed the other bottles on the side table and picked up their goblets. “We might as well be equals as long as you have lived here.”

“It has been a long time…” She pulled the cork out and dropped it as the smell of the potion wrapped around her. It was so cloyingly sweet that her eyes were watering and yet, something about it was calling to her. She poured some out into her goblet and passed it over. Balama did the same before putting it down next to the others.

“To us?” Alethra asked as she held hers up over her bosom.

“Yes, to us.”

Alethra took a tentative sip and then could not drink the fluid fast enough. She poured herself another before Balama had even raised her vessel to her lips. She watched transfixed as her friend threw the second cup back the same way the knights did. She squirmed in place with her eyes closed and her whole body clenched. It sounded like she was moaning.

Just as Balama took her first sip, Alethra’s eyes opened. She could swear they had the faint image of hearts in them. She thought it odd, but who knew what these potions would do? Then the taste of the potion hit her and she found herself scrambling for the flask as well. The two women took turns drinking straight from the bottle. With each mouthful, the world took on more of a pink cast and Balama’s idle thoughts about marrying Alethra became more and more of a priority.

They both began to giggle as the cares of the world fell away.

“Bala, I feel so good. It’s like that one time we drank a whole bottle of wine for my birthday. Everything is buzzing….heh…I love you.”

Both of them stopped giggling. “…I love you, to-ouph!”

Alethra threw herself at Balama, her arms wrapping around her neck as their busts rubbed against each other. The contact felt so good she could not hold back her moan. A moan her friend echoed. Then they were kissing, their hands all over each other. Ties came undone, lace was peeled away and then they were naked against each other. Their bodies warm to the touch. At this distance, it was hard to miss that Alethra did indeed have hearts in her eyes. She probably did as well, but she had no idea what it meant aside from the fact that she felt freer than ever before.

Hands moved towards centers as years of lonely nights guided their fingers. Feeling Alethra slipping back and forth against her was immensely fulfilling. The feeling of her own fingers running through her friend’s soft hair was electric.

As the moment stretched on, they shifted their busts around each other until they could lay comfortably. Between all that sweat slick sensitive flesh rubbing and their attentions to each other, their panting was becoming more and more ragged as their bodies clenched tighter against each other.

For Balama, exhaling was replaced by the word yes. In fact, it felt like everything focused down to that building pressure, the feeling of Alethra’s fingers on her, and the sound of her lover’s equally distressed affirmations.

Alethra cried out and began to buck against Balama's hand. Just when the Marchioness thought things could get no more intense, a sensation like nothing she had ever felt rushed through her body. She had orgasmed in the past, but this was so much more. As her body moved on its own, everything faded away into pleasure.

“I want to try something,” Alethra said sometime later.


“Yeah. Swing your leg over my chest and put your knees under my bust.”

Balama did as she was bid. The position left her center only inches from her lover’s lips. Alethra’s tongue flicked out and brushed her and she clenched from the level of intensity. “Okay, now you lay down on me and do the same.”

“The same?”

“Yeah, I figure if fingers felt that good, one’s soft, powerful tongue could feel even better. Besides, your juices…they’re like nectar. They’re so sweet. I just-” She pressed her face into Balama’s center and that sudden sensation crashed over her again. Eager to return the favor, she nestled her boobs on either side of Alethra’s hips and took a tentative lick.

It was as Alethra said, the juices from their center was sweet. As she rolled it around on her tongue, the compulsion to keep licking and sucking gripped her and she pressed her face between her lover’s legs.

How long they laid like that she could not say. After only a few minutes everything became a never-ending haze of sensation and pleasure. It was not until she heard the sound of a bottle being uncorked did she try to get up.

She tried to bend as much as she could, but all the saw was the flat bottom of the flask waving back and forth. After a moment, Alethra put it back. Nearly all of the green potion was gone. She waited for a moment, expecting this to be the potion that let them grow to be truly massive, but her lover’s bust remained the same. Her lover began to lick and suck again as well and her moans sent shudders up Balama’s spine.

Turning back to Alethra’s center she started sucking again. After a moment, she felt a twitch. The ridge at the top of her entrance was a little stiffer than before. She focused her licking on that and heard Alethra cry out so she focused on it even more. As she sucked, it felt like it was growing. Each time she flicked it with her tongue there was more distance to cover. She started to bob her head to get enough motion. The stiff flesh progressively took up more space in her mouth as it began to thicken with each pulse. The turgid member felt stunning as her lips slid over it and grew even more so as the skin began to move with her. She withdrew most of the distance and the loose skin slid over the end. Alethra moaned quite loudly in reaction. Balama slipped her tongue into the extra covering and her lover’s hips began to thrust on their own.

When she tired of running her tongue around the end of her lover’s shaft, she swallowed the whole thing once more only to find herself gagging as it pushed against the back of throat. Withdrawing slightly, she felt a thick ridge rise along the top and coil around to the right. Applying pressure to it with her tongue made Alethra’s motions even more pronounced as she howled with pleasure. She tucked her hair behind her ear as she really started to pump her lover’s length. Her free hand went back to feeling out Alethra’s center and that only seemed to accelerate the growth as the rounded end began to swell beneath the loose skin.

“Bala, something is….something is happening. I feel so hot. Bala…” The growth twitched and a small amount of fluid splashed over the Marchioness' tongue.

Balama released Alethra’s shaft for the first time in ten minutes with a loud, wet pop. “That tastes like you, too!” Another, larger volume gushed out, the stream splattering her legs and the bed before more ran down the side.

“Alethra, I think you, um, I think you grew a penis.” She hesitantly licked the milky liquid off Alethra’s skin. It really was as sweet as the juices from her center.

“Wait, really?”

They untangled their legs and boobs and both sat on the bed to examine this new development. The pink cast to the world had faded at some point, but she still felt the same about Alethra and she was still quite sensitive as she shifted on the down comforter. They lifted and tugged at her new member, it was impressively heavy and about as long as her hand from palm to fingertip. It easily fit in her grasp, but something about it was lacking. She tried to remember back to that time she had been pranked and ended up walking into the bath house as the knights were washing. There was something else that went with the shaft. Something important.

“I guess we know what the green potion does," Alethra said between panting breaths. "Should I, uh, should I drink the rest of it?”

“I wonder if we could conceive an heiress together…”

They spoke at the same time and looked up into each other’s eyes. Alethra drank down the rest of the emerald liquid in one pull. Its effect was almost immediate as her dimensions began to swell. “Mmmph, I didn’t expect it to grow more…It feels so good.”

She laid back as the pleasure from her growth became more and more intense. Balama took advantage of the situation to take her own potion. Before she even stopped to think what the orange’s effect might be, lest she stop herself, she guzzled down the entire thing. Heating up like never before, Balama lay on her massive endowments and took Alethra’s penis in her mouth once more. It was significantly thicker now, but that was oddly thrilling. If her lover's member had grown this big, it had to ensure that they would be able to conceive. Then she really could get married to the love of her life.

Going back to doing the thing that set Alethra off last time, she felt something growing into her hand. Soon enough a sack that contained what felt like two stones was hanging from the base of her lover’s penis. Like everything else this evening, the stones continued to grow until they rolled over palm and then her arm.

Curious, she switched from sucking on Alethra's penis to running her tongue over the increasingly taut skin of her testes. Alethra shuddered from the stimulation and Balama began to suck on them, forming little domes of soft skin in her mouth. At the same time, she withdrew her hand from Alethra’s center and gripped the thick shaft. Her anticipation swelled with it. As much as society was dominated by women, there was a lot of romanticism around intimate relationships with men beyond sex and she found herself hungering for that unique connection with the woman she wanted to spend her life with.

As she continued to tease Alethra’s sack, she could feel her breasts beginning to react to the potion. They were steadily spreading out over the bed and also lifting her up. Soon her hands were being pushed up by her swelling endowments. Now, these were the breasts of a Marchioness–and they did not seem to be slowing down in their expansion.

“Okay, I almost feel like I did a moment ago,” Alethra groaned. “Let me up and we shall give this copulation thing a shot.”

Alethra getting out of bed made two things apparent, just how big her masculine sex had become and that she had gotten noticeably taller. Her once hip length bust now peaked at her waist. She walked around for Balama’s pleasure for a bit. Their trained strut was even more sexy with her penis bobbing with her bust. Finally circling around behind, she rubbed herself on Balama’s center. The swelling noble felt her whole body clench and then relax in anticipation. With each passing second, she was closer to kneeling instead of laying down as her breasts continued to grow. Their curves were drawing close to the edge of the bed and she shuddered to think that they might grow to the floor.

The feeling of Alethra spreading her open with that massive penis was surprisingly not painful. She figured that some combination of potions had made her able to take such a thick penetration. Her lover was twitching like mad inside her by the time her hips were pressed to Balama’s butt. By now Balama's breasts were starting to hang over the edge of the bed. Her nipples were so far from her that she could not even reach the edge of her areolae. She was starting to think that drinking that entire potion was a bad idea until Alethra thrust for the first time. Unprepared for the force, her bust was pushed off the bed and onto the floor as she slid over the comforter. Her breasts landed on her nipples, the sensitive nubs pressing into the cold stone floor as progressively more weight was placed on them.

Alethra climbed up onto the bed and began to pump in earnest. The moment felt much like the overwhelming stimulation when they were rubbing each other. She forgot how to say anything but yes as moan after moan rose from her chest. Her swelling bust line was pulling on her as Alethra pushed and she soon found herself supported entirely on the warm softness of her breasts. This only seemed to goad her lover to pump her harder. However, the moment was over much quicker than she expected as her lover thrust into hard and began to shudder.

“Alethra, your seed! I can feel you pumping me full. Yes. Yes. Oh Goddess, yes!:

Balama praised the feeling of her lover’s penis for nearly thirty seconds and then the torrent seemed to subside. She expected her to go soft after that like the last time. Instead, it felt like with each twitch after the release that she was growing not only harder, but larger as well. Each new thrust went deeper than the last, pushing her lover’s seed further inside.

“Yes, Alethra! Don’t ever stop. Fill me. Breed me!!”



A few weeks later, there was a summons for a midwife and Muriel made her way up to the castle. As she entered the Marchioness’ room, she was speechless. Standing in the room was not who she expected, but instead the two peasant girls, their bodies transformed into true nobility.

The pale one was easily seven feet tall, yet her bust still hung to her hips. Supported by her dress, the vast orbs stretched more than a foot in front of her. The other one was far more remarkable. Her tanned expanses of breast were so vast that no dress could contain them, so they rested heavily on the floor. Her light brown areolae were each the size of dinner plate.

Somehow the two peasant girls had permanently crossed over into this reality, as if their extraordinary transformations had written over the women that should have been here. The witch felt a slight headache come on as she thought about it. Perhaps they had always been here and she was remembering incorrectly. Either way, there were questions about a baby and she had the answers.

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