Halloween Kindness Changed his Life

Brian was walking home from a Halloween party. It was a hauntingly creepy autumn evening, a blustery wind was blowing fresh fallen leaves across the grass. Wispy clouds raced across the sky, illuminated by a bright moon. Brian kept expecting to see a vampire appear, drawing it's cape across its face with one arm.

There were assorted goblins about. It was early enough that some trick or treaters were still walking from house to house. Brian himself was dressed as one of his favorite space faring sci-fi characters. Rather than looking like a swashbuckler however, his slight frame and bespectacled face just made him appear as what he was... a bit of a nerd.

As he approached an intersection, he observed an older woman dressed as a witch hesitantly trying to step off of the curb to cross the street, apparently having trouble with her footing.

Brian hurried to her side, offering his arm, "Here, let me help you, ma'am."

"Oh, thank you, young man. Such a blessing." He walked slowly with her across the wide street. When they carefully stepped up onto the curb on the opposite side, she looked up at him for the first time.

She wore a battered witches hat, and a black cloak which covered whatever clothing was underneath. He saw that age had weathered her, but she was still quite attractive. He thought she must have been a real hottie in her youth.

Her voice sounded somewhat weathered too. "Such a gentleman. Thank you so much. Are you busy?"

Brian thought perhaps she needed help up some steps, or to her home. "Oh, no ma'am. I was just headed home. How can I help?"

She pointed to a high end restaurant just up the street, "I am going to buy you dinner to say thank you."

The place looked expensive. "Oh, no, that's okay. I was happy to help."

She held on to his arm. "I insist! If you're concerned about the expense, I assure you my funds are more than satisfactory. You remind me of the old days... please give an old woman some company." She made a mock frowny face. How could he say no?

They spent over an hour enjoying their meal. He had a very juicy steak, she had seafood. She had many questions about his life and what "youngsters" were doing these days. She spoke obliquely about "the old country" but somehow managed to make conversation without divulging too many personal details. When he told her about the party he had been to, and the character he was dressed as, then asked where she had gone in her costume, she laughed. And then deftly side-stepped the query.

They were walking back towards that same street corner when she seemed to lose her footing, beginning to fall. Brian may have been a dork, but he was a dork with quick reflexes. He lunged in front of her, catching her in his arms. He picked her up, holding her tightly.

When she looked up into his eyes, he gasped and nearly dropped her.

She was no longer an old woman dressed as a witch. While he had been distracted by "saving" her, she had, in the blink of an eye (the twitch of a nose?) transformed into a young woman about his age. Which would put her in her late twenties.

She now wore a black "club" dress which accented full hips, an incredible ass, and medium sized, pert breasts. She was absolutely beautiful, with bright blue eyes, long black hair, freckles on a mousy little face and a mouth that demanded to be kissed.

She was his dream girl. Quite literally. In his dreams at night, in his fantasies while he masturbated, this was the face and the body he imagined.

He was so confused. He was having trouble catching his breath, unable to fathom what had just occurred. At the same time, with his fantasy girl in his arms, all those intensely erotic images came back to him, and his manhood was suddenly painfully erect.

She reached up and touched his face with her small hand to calm him. Her voice was like honey, "Shhhh. It is okay, Brian. This is Halloween... magic is in the air tonight, and creatures like me can gift things to good people... like you."

He stammered, "Gift?"

She reached her face up and kissed him deeply. "Take me home, sweetie. Fullfill your fantasies for me. I make love once a year, and I have chosen you because of your heart."

He wondered if she was going to eat his heart. What was she? Then he sensed he was safe.

As if reading his thoughts, she giggled. "Yes, I really am a witch... but I am a good witch, sweetie. And you will be the one eating body parts, if you will take me."

He suddenly was filled with confidence, and wondered if she had done that, also. He picked her up in his arms... one arm under her shoulders, the other under her knees, and easily carried her the three blocks to his apartment building, then up to his floor. She smiled up at him, and lay her head on his shoulder, enjoying the ride.

She was all business when he sat her down in his apartment. She took his hand and guided him to his bedroom. She leaned up and kissed him again, then shrugged out of her dress.

She stood before him, wearing only black lacy panties now. Her pert breasts were upturned, the puffy nipples erect and beckoning his mouth.

She affected a demure expression, "I apologize for being so forward, sweetie. But I have only tonight, and only til dawn. Time is precious."

He understood. He dropped to his knees before her. He leaned forward and took the waistband of her panties to pull them down. Being closer, he realized the lace was not in the shape of flowers, or fleur-de-lis, but... beautiful black cats in different poses. He could have sworn one of the cats winked at him. Then when he pulled them down, it felt like one of them licked his thumb. This was crazy!

Her pubes were covered in a thick down of auburn hair. It was beautiful. She looked down at him wistfully. He guided her to the bed and lay her down on the edge.

Brian stood and regarded her magnificent body. He wanted to touch, caress and kiss every inch of her. Sensing his thoughts, she sighed and writhed beneath him, "Do it... please..."

He wanted to kiss those lips again. He craved those perfect tits. But Brian was the kind to save the best for last. So he began by massaging her feet, using his thumb to press along the sole, drawing a pleasured moan from her. Then he began kissing and sucking her feet and toes while lightly caressing her calves and knees.

He worked his way slowly up her legs, alternating between them. When he reached her sex, he nuzzled into the fluff of soft pubic hair there, inhaling her intoxicating scent. In this case, intoxicating was more than a metaphor. He felt drunk from her. He darted his tongue to lash quickly at her swollen clit. In response she flexed her buttocks, pressing herself upwards towards him in a pleading for more. He very much wanted to oblige... but he needed to finish with the rest of her body before the main course.

So he continued up her flat tummy and sides to her breasts. He was in awe at their perfection, and the spattering of freckles which covered them. He loved freckles. He wondered to himself if the freckles were really her? Or if she had conjured them for his benefit, since she seemed to know his every desire.

Her response indicated both were true. He had not spoken, but she did. "They are mine, sweetie. It makes me feel wonderful that you like them." Then she took the back of his head in one hand and pulled him to her breasts.

He lay beside her, kissing and suckling one of them, while caressing and tweaking the other. And then alternating. He did this for a very long time, much to her satisfaction.

Then he made his way to her mouth, to her beautifully bee stung, plush lips. He kissed her lightly, traced her lips with his tongue, then they kissed together, their tongues dancing. While they kissed, he slid one hand down her flexing torso, and began fingering her sodden womanhood, massaging her swollen clitoris until she experienced orgasms, crying out into his mouth as she kissed him violently. She subconsciously bucked against his hand.

After she calmed, Brian rolled her over and began kissing her shoulders, enjoying his path down her back. He was almost overwhelmed as he kissed her bubble butt... he spread her buttocks apart to dart his tongue across her bud, illiciting a squeal. Then down the back of her thighs.

He flipped her back over and kissed his way to her center again. He was surprised to find her sex was now completely bare... and positively soaked with the moisture of her intense arousal. She had somehow cast a spell to remove all of her pubic hair... making her womanhood optimally ready for his attentions.

Attentions which he was incredibly hungry to give her. He suckled her plush labial lips, giving them his love. Then he drove his tongue into her body, trying to reach her G-spot, which was not lost upon her... she pressed her hips against his face, trying to help him succeed.

Finally he focused on the pinnacle of his lengthy efforts, bathing and lashing at her clit until she lost control... she grasped his hair in her fingers and bucked against him as she felt orgasms radiate through her body.

When she was finished, he remained where he was, caressing her body and kissing her thighs to calm her. When she had recovered and began to push her sex against him, he knew she was ready and resumed his attention to her bud. He took his time, building her gradually to another crashing crescendo of orgasms. He loved doing this. He was rewarded with her hips raised up off of the bed, damn near levitating as she trembled bodily and screamed in her ecstatic release.

Brian repeated this process several times, until she was pulling at his arms, urging him to climb her body, "I want you inside me, sweetie..."

Brian hesitated. He had been here before, and dreaded it while wanting it with an intense desire.

Now, as before, the woman he was making love to would discover his minuscule manhood. She would learn that he had absolutely no stamina... that he would ejaculate almost as soon as he entered her body.

It was not like Brian managed to get very many girls into bed. But normally coitus began with the question, "Is it in yet?" This crushing interrogatory was usually very quickly followed by his own groan as he spurted into the girl. Brian NEVER had another date with the girl after their first sex.

It was why he was so good at cunnilingus. Sometimes he would go down on the girl for over an hour and not fuck her, so he could avoid the disappointment in her eyes. Or the dressing down he would hear from an aggressive girl.

The most beautiful woman he had ever been with sensed his hesitation and looked down at him with a comforting smile. He really did not want to see disappointment or derision on that face.

"Come on, sweetie."

Brian moved up slowly and pressed himself into her, his eyes closed. He was fully immersed within her in a second. She felt SO wonderful!

Then his eyes flew open in shock. He had not cum yet, and she was smiling up at him as if she were proud of herself.

Brian felt very strange. He could feel his musculature expanding, becoming very firm and more dense. He was confused, not only because his body was transforming, but because he had never felt anything but puny before.

He looked down at himself. His biceps were well defined, his pecs were full and firm, his normally scrawny tummy now had an impressive six pack. His legs were strong and powerful. He could not see it, but his butt felt... better.

He felt a strength and confidence he had never known before.

Before he could ask her what she had done to him, the most shocking transformation gradually took place. It was as if she made it happen slowly so he would appreciate its impact all the more.

Imagine the emotions and sensations Brian felt in that moment. He had never, ever felt more than the first three inches of a woman's vagina. Three narrow inches of flesh on his shaft only allowed for so much sensitivity.

Now he was overwhelmed as his manhood grew. Not simply growing to become erect, it had been painfully erect for some time. It was quite literally expanding beyond its normal dimensions in length and girth.

It slowly grew until it completely filled the sex of the woman beneath him. His shaft expanded until it was the perfect size for her. Brian fought back tears. All of that extra flesh gave him sensations he had never known existed, never expected to experience in his life. And her body was fantastic. Tightly squeezing him in a silken glove.

Her expression went from that satisfied smile to biting her lower lip, her eyes expressing her ecstasy at the fullness inside of her.

"Make love to me, Brian..."

He hadn't quite caught on. "But... I'm sorry... you feel sooo good... I won't last, ma'am."

She traced her fingers on his newly muscular chest, "Baby, have faith. In thousands of years, I have made love to many. Arthur... Cleopatra... Casanova... and so many more you have never heard of. I swear to you, of them all, none have made me feel as loved as you just have with only your tongue. Now that you have what you need... I know you will not disappoint."

How could his mind have gone there at a time like this? "ARTHUR? Not KING Arthur?"

"Why, yes... before Gueneviere of course. She stole that man's heart."

"But... King Arthur is a myth."

"That is the way he likes it. Until he decides it is time to come back into your lives."

Holy fucking shit.

"Make love to me, Brian. FUCK me. I need you."

Brian drew his manhood out of his new love, so that only the tip of his prick contacted her soft lips.

He looked down at himself. His prick was not recognizable... it was thick, and pronounced veins ran its length... its head was broad and flared... it was definitely an impressive weapon.

Brian drew in a breath... she smiled up at him and encouraged him... "Give it to me, baby... please?"

Brian slowly impaled her with his phallus, watching in awe as she gasped, sighed, and moaned in appreciation.

Satisfied that she was accustomed to his girth, he began to piston into her, then began to FUCK her violently. His new love cried out in appreciation, screaming her joyful orgasmic pleasure.

He was surprised that he did not cum. He made love to her in the missionary position... then doggie style... scissors... cowgirl... for hours he loved her, but he found no release. He was blissfully happy at his orgasmic denial. It felt SO good! An unbelievable pleasure filled him with the sensations on his now huge cock. He had never experienced so much pleasure. He wanted to cum, at the same time he did not care if he ever did again if loving felt like this.

She looked up at him, "Say my name, baby."

She had never spoken her name. Yet somehow he knew it.

"Oh, God, thank you, Esmerelda."

He felt the overwhelmingly amazing orgasm surging through his body... through his manhood..."OH GOD ESMERALDA! FUCK!!!"

His new, much larger cock seemed to explode. He filled his lover with copious amounts of cum.

Esmerelda screamed and cried in orgasmic bliss. She dug her long fingernails into his back, pounded herself onto him, and praised her maker. Her body trembled violently.

When it was, at long last, at an end, they fell together in a loving embrace.

After a time, she arose. Moving towards the window, she thanked him for loving her so.

Brian was trying to catch up.

"Will I see you again?"

She smiled patiently, "Maybe someday. I love you, Brian. But I have many to serve."

"Will I...?" He did not know how to ask if he got to keep his new body. It seemed selfish to him to inquire.

"Yes, sweetie. I do not take back gifts. But... you must pay it forward. You must give your gift to other women... give them what you gave me tonight."

He stared out the window. He watched as his amazingly beautiful witch crossed the moon on a broom which she had conjured. She looked back at him, blowing him a kiss with a salacious smile and a wink. And then she was gone.

In the coming days... months... years, Brian realized how much his random act of kindness for this woman had caused her to change his life.

He came to understand that his musculature and stamina were not temporary. Brian loved a good cheeseburger, steak or pizza. He never gained weight, nor lost the tone of his muscles.

He was also now a "show-er", not a grower, quite the opposite of before. This was an incredible lifestyle change for him. Previously, when he did get a random erection, he would worry that IF a girl noticed, she would laugh at what he was lacking, or that the attention would cause him to mess his pants. He would often sit behind a desk or place something in front of his crotch to hide it.

But now. Even flaccid there was no hiding what he had. The thick sausage snaking its way down whichever thigh he had positioned it on when dressing drew wide-eyed glances from women. He took to wearing loose fitting pants, because if he wore anything form fitting, the outline of the bulbous, flared head was well defined.

He was still embarrassed about all of the attention, but for a much different reason.

He also noticed another non-sexual side effect of the new body she had given him. He had to be grateful for it, but at the same time the lifelong nerd within him was somewhat pissed about the change.

His robust physique also affected his facial dimensions. They were only slight, just a sharpening of his features, perhaps making it more symmetrical.

He had been all but invisible to upper management before, and had no expectations of promotion or advancement.

Now that he appeared athletic, well-endowed and attractive, he was suddenly what he had always thought of as "one of the pretty people." He found managers, male and female, chatting him up at the elevator, and actually listening to his ideas. The same ideas he had presented in the past. Within two years he was promoted three times, significantly increasing the comfort of his financial situation. Suddenly he had a nice home and a decent, reliable truck to drive.

The new physique, horse cock and money increased his self-confidence markedly. Brian thought about it often, and was determined not to become one of the vapid, arrogant pricks he had dealt with so often.

And that is how he treated the many women he bedded as a result of his new attributes. He ALWAYS treated them with respect and made them feel loved.

Which only increased the number of women who wanted him. News traveled fast. That Brian guy had a perfect cock. He LOVED eating pussy. He knew what he was doing. And he made you feel loved. He would be a great husband and a better dad.

Brian could not have beaten them off with a stick if he had wanted. Which he did not.

He no longer had the problem of women ghosting him after the first sexual encounter. They all seemed to want repeat performances. However a permanent relationship with any of them seemed quite out of the question. His first foray after Halloween was with a truly beautiful woman named Katrina. It was illustrative of why girls wanted him, but did not want a relationship with him.

He had met Katrina through an online gaming group, so they had that in common. He asked her to dinner, and they had a good time. So they got together three more times before they ended up at her place.

They had been kissing on her couch, and both were impressed with the other's kisses. She had unbuttoned his shirt, and traced her fingers over his well-defined chest with obvious appreciation. He was eager to see her assets also, but was trying to be respectful.

Katrina intuited this, slipping her top over her head, then unfastening her bra and letting it fall. Her sizable, firm, mocha colored breasts bounced in their newfound freedom. Her silver dollar sized areolas accentuated her erect nipples which virtually cried out for attention.