Fun With Fanciful Fungi

She dared a glance at him over her shoulder, taking in his deep blush and the dark glassy glint in his eyes. If she wanted to, she was sure she could just turn to him, press her feverish body against his and kiss him. But throwing herself at him like that would be humiliating, and her ego was already bruised from the lewd scene her stumbling had just caused. Lizbeth took a deliberate step away, and then another, to build space from the sexy noble. With enough space she would surely be able to calm the fire raging in her and take a more studied approach to breaking Morton's resolve. "Pick up your basket, Prince. The contest isn't over," she called out as she huffed away, trying and failing to avoid any rubbing of her soaked underwear against her sensitive folds.

As Lizbeth collected herself, Morton was warring with his own embarrassment over what had just transpired. He could still feel the warmth of Lizbeth's ass where it had pressed against his crotch radiating throughout his body and causing his cock to throb and leak messily in his pants. There was simply no way the elven woman hadn't felt his straining erection, and he had waited nervously for a confrontation about his perversion.

When Lizbeth simply reissued her previous challenge, he breathed a sigh of relief as he wiped the sweat from his brow. Either she had assumed it was just his thigh that she was pressed against...or she didn't mind. He quickly glanced at the elf as she strutted off to her side of the path, catching a glimpse of her flush. She looked just as flustered as he was. He tried not to leap to conclusions about what that might mean as he bent to pick up his basket. The motion caused his cock to rub delightfully against his thigh and trousers, and he found himself adjusting it without thinking. As he prepared to continue the search his overly distracted mind kept drifting to fantasies of Lizbeth confessing her feelings for him, the hand he had used to adjust himself lingering to stroke his cock through his pants.

Basket in hand he turned to seek out more puffshrooms, though he had to focus to keep his eyes from drifting to his companion's plump figure. There was something off about that thought he knew, but he couldn't spare the focus to find it. His mind was so flooded with lust that it was all he could do to keep up with Lizbeth's contest rather than sitting on a stump and jerking off. He hadn't stopped stroking the whole time. It felt so good, but having no free hands posed a problem when he came across a pair of puffshrooms to pick. Straining his already crumbling will he managed to tear his hand away from his crotch to roughly grab them, heedless of the clouds of spores he was breathing as he rushed them into his basket so he could resume stroking.

Across the path, Lizbeth's plan to cool down by putting distance between herself and the other alchemist had run into some issues. While removing herself from the proximity of his juicy, cock was certainly helpful, her own clothes were presenting problems now. Everything felt so constricting and she had to fight the urge to tear all of her garments off. Her top was absolutely soaked with boob sweat and was compressing her tits oddly. Despite the garment's tight fit she still felt like she was bouncing quite a bit more than she was used to, the sensation very distracting.

The real problem though was her underwear. Lizbeth would have sworn she picked a sensible cut to wear today given how much walking they were going to do, but from the way garment was wedged between her cheeks she must have picked one of her skimpy thongs. To make matters worse, the monster wedgie she had was pulling the crotch tight against her pussy, the drenched fabric sliding against her lips and rubbing her with every step. The stimulation was so overwhelming that she had already soaked through the fabric, her nectar starting to mingle with the sweat of her thighs and run down her legs. She simply had to do something about it, but her palms were so sweaty she couldn't get a good grip through the fabric of her skirt.

She dared a quick glance at Morton, finding him wading through some brush scanning for puffshrooms. He seemed a bit...distracted as he searched, often pausing for several seconds to stare off into the distance. But distracted was just what she wanted him to be, as she slipped behind a slim tree, hoping it would provide a little cover for her covert activities should he turn around. Then wasting no time, she promptly dropped her basket and hiked her skirt up over her hips. She didn't bother looking at what a mess she had made of her underwear, the feeling of sloppy dripping on her thighs more than enough evidence. Instead, she kept her eye over her shoulder, watching for Morton, as her hand hastily tried to fix her wedgie.

This proved much more difficult than she had anticipated, every bit of her underwear she managed to pull out of her ass seemed to make them tighter on her pussy. All the tugging had the soaked fabric squeezing between her lips and rubbing against her clit, and she found her breath coming in little gasps as she basically masturbated with her underwear. She was just starting to make some progress when she saw Morton begin to turn back towards the path out of the corner of her eye.

Groaning in frustration she gave her underwear one last tug out from between her swollen lips before dropping her skirt. Moving quickly, she smoothed the front of her skirt down and wiped the grool off her hands, before grabbing her basket and returning to her own search for puffshrooms. While they were still a bit snugger than she would have liked her stretching of the fabric had given her at least a little relief. She was completely oblivious to the fact that she had managed to tuck the back of her skirt into her strained underwear, leaving her pale and increasingly bubbly butt on full display.

As Morton turned back towards the path he was absently aware that he should stop his slow stroking of his cock lest Lizbeth notice it. But try as he might he just couldn't quit, repeatedly telling himself that each stroke was the last. He caught sight of Lizbeth, glad to see that she was looking along the ground for puffshrooms rather than over at him. There was something a bit odd about her outfit, her skirt showing off more thigh than he might have expected. He couldn't quite place why that might be, but his cock certainly didn't complain, and he couldn't cease stroking long enough to think about it clearly. Fortunately, when she started to turn it was to face away from him. It was only once her back was fully to him that he realized why her skirt had looked off a moment before.

Morton had never noticed just how much her narrow waist flared into her full hips and plump ass, but clearly, she dressed to hide the thing. Only it wasn't hidden anymore. He had no idea how it had happened, and his mind was too lust addled to care, but Lizbeth's creamy ass was on full display. His eyes greedily roamed over her backside, catching a glimpse of the dark blue fabric of her underwear at the top, her skirt stuck under them. But looking further down he never would have known she was wearing any as her cheeks had completely swallowed the overworked fabric. His hand started to work his cock faster and faster, despite his better judgment telling him to stop.

As Morton warred with his lust, Lizbeth spotted a puffshroom, bending at the wait to pluck it. The motion thrust her ass out in Morton's direction, the pale flesh bouncing delightfully. Though she seemed a bit more wary of her balance than when she had stumbled into him, she still bent very low, and the action lifted her jiggly cheeks enough for him to see her cloth clad pussy between the flesh of her thick thighs. The underwear was tight, the fabric stretched over her puffy lips into a camel toe. Even from that distance he could tell they were soaked.

That sight was far too much for Morton, his hand pumping faster and faster on his cock. Things seemed to move in slow motion as she straightened up and despite the deep haze of desire his mind had been immersed in, he knew she was going to turn towards him in just a moment. She would see his increasingly frantic pumping, realize he had been perving over her ass...and yet he couldn't will his hand to stop. Instead, he forced his legs to move, turning away from her to retreat further into the forest.

He walked mechanically, barely aware of where he was going, just desperate to find a safe space to unload his tense balls. He stumbled to a thick tree, oblivious to the dense patch of puffshrooms he stomped through to get there, though he certainly noticed the mind melting wave of heat that came over him as he breathed in the cloud of spores. When he reached the tree he slumped against it, hand leaving his cock only long enough to yank his trousers and underwear down around his knees. He didn't have any room in his thoughts to spare for thinking about just how impossibly huge he had grown, his thick length jutting out more than a foot from his crotch. He just needed to cum. Without hesitation he began pumping, needing to use both hands to properly encircle his prodigious girth.

Amidst the white-hot mess of his puffshroom addled brain images of Lizbeth flashed. Things he had seen in the last few minutes like sweat rolling into her creamy cleavage, or the sight of her full round ass bare for his eyes. But also things he hadn't seen but desperately wanted, the elf pushing him to the ground and shoving his cock into her soaking pussy before bouncing wildly on him or her curvaceous body bent over a fallen tree as his cock squeezed between her cheeks to stuff her asshole. Amazingly he could feel himself growing even harder in his hands, his fingers slowly being forced open. His swollen cockhead stretched further and further away from him even as it spewed precum more readily the slick fluid running down his shaft to be smeared all over by his pumping hands. The sensations were almost too much for him to bear, his mouth opening to moan wordlessly, completely heedless of the way the noise echoed through the woods.

Lizbeth let out a coo of triumph as she plucked a particularly fat puffshroom. "I think I just found the biggest one yet. So now I'll be winning on quantity and quality," she called over her shoulder towards Morton. When she got no answer, she turned hoping to see Morton frustrated at her pulling ahead in the contest...or perhaps in awe of her superiority and ready to concede defeat. But she didn't see him at all. He had been there a moment ago after she had finished fixing her skirt. Then she thought she saw him head a bit deeper into the brush but now he was nowhere in sight. "Morton?" She wasn't worried exactly, there was nothing in the woods that would be dangerous other than perhaps hitting one's head on a low branch, but she was curious where he had gone. Had he found a better location to harvest puffshrooms? Now that she couldn't allow.

She strode over to his side of the path, calling out as she went. "Did you run away because you knew I was going to win Prince? That still means you're going to have to be my servant you know?" But there was no answer...except she thought she could faintly hear the sound of...moans. Maybe he had hit his head... She picked up her pace, calling out again "Morton, I swear you better not have hurt yourself. I can't have my servants getting injured." There was still no response, though the moans seemed to get louder, and they didn't exactly sound like pain. He couldn't possibly be doing what it sounded like...could he? She had felt his cock on her ass and it had been hard. Perhaps she had finally gotten to him.

The thought made her already warm body flush with an even greater desire, any calm she might have gained from fixing her underwear dissipating in an instant. She crept through the brush, trying not to make a sound, hoping to catch him in the act. The elven woman was so preoccupied with her sneaking she didn't even notice the massive cloud of puffshroom spores Morton had stirred up when he had made his way through the underbrush, walking right through and breathing deeply. She caught a glimpse of his leg behind a tree, his trousers obviously pushed down around his ankles and she felt a warm wave wash over her at her suspicions confirmed. The heat seemed to radiate throughout her, making the sensitive skin of her breasts, ass, thighs and even her lips buzz electrically. Squeezed between her thighs her pussy gushed, nectar dripping through her underwear. She allowed herself a little moan as her hand snaked between her legs to tug and pull at the flooded fabric, teasing her puffy lips and needy clit.

With a few more steps she rounded the corner, calling out with faux concern, "Oh Prince you're not injured are..." She trailed off her train of thought wrecked as she took in Morton, eyes glassy and dark with uncontrolled lust as he frantically worked his cock. And what a cock it was, stretching out more than a foot and half from his dark bush and thicker than his wrist. It was sooo long he needed both hands to properly jerk it and neither one could manage to fully encircle it. "Big," was the only word Lizbeth could manage, the sight of his cock setting her body on fire. She dropped her basket of puffshrooms to brace herself against the tree, her other hand still toying with her clit.

The basket bounced, spilling puffshrooms everywhere to release a cloud of heady spores, before rolling into Morton's leg. He startled at the sudden intrusion into his solitude. "L-Lizbeth! I-I wasn't...what happened to you..." The slender athletic elf was gone, replaced with a curvy sex goddess. Tits bigger than her head threatened to spill out of her blouse, the garment straining with each heavy breath she took, nipples the size of his thumbs clearly visible through the thin fabric. Looking further down he saw her skirt, which once hung to her mid-thigh had gotten hiked up around hips almost half again as wide as her shoulders, her thick plush thighs glistening with her juices as she worked her puffy pussy through her stretched underwear. Her eyelids hung heavy with lust over her green eyes and even her lips looked to have grown, swollen into a sexy pout. She looked incredible and the whole time he had been looking at her Morton had never managed to stop stroking himself, his climax approaching faster and faster.

'M-me what do you mean I don't...oh." Looking down she was greeted by the sight of sweaty cleavage pouring out of her top. She examined herself further, noting the way her once lean thighs squished around her hand as it teased her pussy. A glance over the shoulder saw her ass was equally swollen, explaining the wonderfully stimulating wedgie she had gotten earlier. Suddenly her mistress's voice cut through the fog of her thoughts, explaining that puffshroom spores cause embarrassing swelling. Lizbeth turned back to Morton to explain the source of their growth, but she swallowed her words as soon as she got a look at him pumping his massive fucking cock faster and faster, desire written plainly across his handsome face. As she licked her puffy lips in appreciation of the sight, she decided she would tell him later. "Do you like it?" she asked her voice husky, giggling lustily as he nodded dumbly.

This was exactly what she had wanted.

She took a step towards him, legs shaky as she continued to play with her pussy, opening her mouth to tease him. But all that came out was a moan as a wave of heat washed over her, her pussy gushing into her hand. Lizbeth could feel her tits lurch forward, swelling and swelling until a soft rip announced them tearing the neckline of her blouse. The sound continued for a moment as her tits spread the garment wider and wider open, nipples dragging along the fabric exquisitely until they too popped free. She could feel the weight of them pull her forward a bit, though that wasn't all that had changed, her thighs growing plumper and plumper as they squeezed around her hand as it worked her pussy. There was another ripping sound as her hips and ass flared outward her underwear snapping at the sides. It felt incredible, Lizbeth groaned and moaned, her eyes drifting back to Morton hungry with need.

She saw his cock pulse, thickening and lengthening in his hands as he gazed back at her adoringly, in awe of her burgeoning curves. It twitched as she watched, then again and again, his breathing interspersed with groans. Between his legs she saw his balls swollen to the size of oranges tighten up. A bulging shudder ran the length of his cock, the head flaring before a fat blob of cum sprayed out, thick rope arcing through the air to land past his feet. She moaned in delight. He was cumming, cumming for her. Lizbeth peeled the fabric of her ruined underwear out from between her lips to let two fingers dip inside her, feeling the greedy pulses of her dripping walls as she watched his cock pump rope after rope of cum into the air. Her thumb pressed against her clit, teasing and teasing as she watched his orgasm go on for what seemed a full minute, not wanting to cum just to build a fire for Morton to tend to.

Still by the time his spurting slowed to a dribbling her legs were shaking and she wanted to slump down beside him and finger herself silly. But even with her mind overflowing with lustful thoughts she still needed to be in control of the situation. Marshalling all of her willpower she bent and collected her basket, placing a single stray puffshroom in it, taking great care given the changes to her center of gravity. Then she stood above Morton, one foot on either side of his hips, his still dribbling and twitching cock rising up past the height of her knees. Tenderly, she ran her pussy soaked finger under his chin, smearing his beard with her nectar as she lifted his chin so he could make eye contact with her. She watched his eyes linger on her tits, larger than his head, before his glassy blissful gaze finally met hers. "Are you ok, Morton?" she asked in the tenderest voice she had ever used with him. He nodded, dreamily, and she flashed him a sweet smile though her newly swollen lips seemed determined to make it a pout. "But you lost your basket didn't you, Prince?" There was the spark of something in his eyes, but then it faded into another nod. "I guess I win our contest then...and that means you have to do whatever I want. Now open." Her pussy throbbed with need as she watched him, desperately hoping that he would give in to her now so she could stop fighting her lust and lose herself with him. Though it was just a split second, it felt like an agonizing eternity before he opened his mouth to let her pussy soaked fingers in, a needy giggle escaping her lips at the sight as her mind grew even foggier with lust.

Morton was in a daze as Lizbeth strode over to him, both from the incredibly explosive orgasm that had pumped out of his massively swollen cock and the way the elven woman was behaving. Something had changed in Lizbeth, well something besides the fact that she now had a figure that was literally too big for her clothes. She was being so...sweet, gentle the way she touched him. There were still traces of her normal self though, that fiery glint of competition in her eye when she asked if he had lost his basket. And the bossy tone with which she commanded he open his mouth was all Lizbeth. And he couldn't deny her.

He moaned as she placed her fingers in his open the mouth, able to taste them before she even started running them across his tongue. The taste...her taste was perfect, tangy with a hint of sweetness and just a bit of spice. He eagerly licked and sucked at them as she smiled down at him, past those massive tits of hers. Despite the fact that he had just spent himself in the most massive orgasm he could imagine he felt his cock give a mighty twitch, slowly tingling and throbbing to life once more.