Held Breath Ch. 01

"Oh. Sorry."

"It's not us you need to apologize to, it's everyone else."

"Right. Sorry."

I shook my head. "Look, Lily, if you want to join our group, as you call it, you are welcome to, as far as I'm concerned. But I don't know that you are going to like it so much."

"I will. I promise," she said beaming.

"Hold on," Alex said. "Before we get ahead of ourselves, Lily has been quite the bitch to us for a lot of years and caused us a lot of pain and suffering. I think that she needs to do something to show is that she is serious about this."

"I'll do anything!" Lily said quickly.

"Alex?" I said questioningly.

"Well, since she was a cheerleader, and they clearly have their rituals, why don't we use them?"

"I don't know," I started to say, but Lily interrupted me.

"It's fine. Honestly, I probably deserve it. I always used my looks and my body to get by. The only reason my grades are good enough to get me admitted to college, even with my family's name and money is that I bribed nerds to do my work for me with hints, suggestions, and innuendos. And the few times that I actually went through with it, I threatened them into silence afterward. Which is probably why X made me into the perfect sex toy."

"What do you mean?" I asked, curious where this was going.

"During my research, I found out that X gives people powers. Some are cool or powerful, and some are stupid, but for the most part, they seem to be an extension of who you are. I was always flexible, but now," Lily said standing up, "I can do this."

We watched in amazement as Lily twisted one arm completely around.

"I can do this kind of thing with my entire body now, which means that I can get in some pretty intense positions."

"Can you put your legs behind your head?" Alex asked.

"I don't think you understand. I can sit up with my legs behind me."

"This I need to see," Alex exclaimed.

"I'm not really wearing the best clothing for it right now," Lily apologized.

"So, take them off," Alex demanded.

Lily blushed, started to pull off her shirt. I was going to protest, but before I could make up my mind, her shirt was off and her beautiful tits were on display, only partially covered by her bra. My eyes were glued as she unbuttoned and pushed down her jeans, revealing a pair of panties that matched the teal bra she was wearing, down to the lace trim on the edge. She seemed to take encouragement from our obvious appreciation of her body and laid down on the floor. We watched in awe as she easily pulled both legs behind her and shoulders and then proceeded to pull herself into a sitting position, with her legs behind her. It was so incredibly hot.

"Could you lick your own pussy like that?" Alex wondered out loud.

Lily's blush was enough of an answer.

"You have got to show us," Alex continued excitedly. "This is so much better than my power."

"What is it?" I asked, remembering that she had mentioned something about it earlier.

"After the sexy version of Mr. Fantastic shows us what she can do," she replied, waving me off.

"Are you sure you want to see it? It's weird." Lily said, unfolding from her contortion.

"What do you mean, weird? It is super-hot and everybody's wish. Who wouldn't want to be able to go down on themselves?" Alex exclaimed.

"Fine. But you are going to accept me, right?" Lily asked nervously.

"Yes," I interjected. "You also don't need to do this if you don't want to." I started to see her face fall. "Not that I don't want to see it. Like Alex said. But I don't want you to feel like you need to put on a show for us to be our friend. Plus, I think you are a lot smarter than you give yourself credit for. It might be part of your Evolution, but it seems like you did a lot of research, which does require being able to think."

Lily suddenly brightened up. "That's true! The old me would have never been able to do that kind of thing. But regarding the show, I want to." She took a deep breath before letting her words rush out of her. "It's more than I want to be your friend. I have spent a lot of time introspecting, and it had gotten even more intense since the party. All my life I have belonged to someone. As a child, my parents told me what to do and made choices for me. As I got older, they told me to join the cheerleaders, where a succession of girls had no problem running my life for me, everything from how I dressed and what I did to who I dated and who I fucked. After that, the plan was to find a rich guy who would do the same. But that has all disappeared now. It's possible that we are going to live forever unless something kills us, based on some of the studies I've seen, and I can't face it alone. I don't know what the two of you have going on, but I need to belong. So please, let me show you what I have to offer."

By this point, Lily was on her knees, and her eyes were filled with tears. I felt so bad for her, I got up and went over to get and wrapped her mostly bare body in a hug. As I held her, I felt Alex come and wrap her arms around the two of us as well.

"Liam and I still haven't figured out exactly what we have going on," Alex said as she stroked Lily's hair, "but no matter what, you belong to us now, ok?"

Lily nodded her head against my shoulder and tears began to flow from her eyes but based on her smile we could tell that they were tears of joy.

"Between the two of us, Liam somehow lucked into two girls with sex powers," Alex continued. "He must be the luckiest guy in the world."

"Now I'm really curious about your power," Lily said.

"Not until after the show you promised us, slut," Alex teased gently.

"Well then," Lily said pulling away from me, "let's get this kicked off right. Back to the couch, the two of you."

I sat back down where I had been, and this time Alex sat right next to me with her body pressed up against mine. In the span of a few short hours my life had changed so drastically, that at this point, I didn't even know what to expect anymore. As Alex pulled my arm around her and snuggled against me with her breasts pressing into my side, I decided to just let the dice roll and see where they fell.

While we were getting settled, Lily had turned on some music, and Alex and I watched as she began to dance for us. She was incredibly skilled and used her enhanced flexibility to exude a level of sensuality to her dance that I had never seen before. And that was before she even took off her bra. I wasn't a virgin, and I had seen porn before, but watching her pull her bra off right in front of my face was incredible. I was so entranced by watching Lily dance especially as she shook her tits back and forth, that I almost forgot that Alex was beside me until I felt her hand stroking my inner thigh. With her other hand, she moved my hand that was on her shoulder to her breast. Not one to deny such an invitation, I gently squeezed the perfect mound that had been offered to me. It was full and firm, but still soft. I split my attention between the breast in my hand and the two being shown off before me.

Just when I thought that life couldn't get any better, Lily took off her panties. Her pussy was beautiful and completely devoid of hair. As she danced and gyrated for us, Alex's hand moved from my leg to my crotch. Lily turned around and started to shake her naked ass in our direction. Her ass was tight, toned, and perky, and while especially bare, it was sexy, it wasn't the perfect ass for me. I preferred a rounder, fuller ass. As she bent further down with each movement, she was on her way to changing my mind. Lily kept bending to the beat until she ended up with her legs in a vee and her head by the floor. This left her with her pussy and ass exposed, pointing in our direction. She then continued shaking her hips as if begging us to take her right then and there.

"She is so incredibly sexy, isn't she?" Alex said it's a low, raspy voice. "And she is all ours to do with as we please."

"Yes, she is," I responded my mood making my voice deeper as well.

I saw a small shiver of pleasure pass through the dancing form of Lily. It was also quite obvious that she was also turned on by the entire situation by the way her cunt was dripping. We watched her display incredible body control and strength as she put her hands on the ground and slowly lifted her legs until they were parallel with the ground in a perfect 180-degree split. She then pivoted around so that she was facing away from us before rolling forward and ending up on her back. As she landed, she pulled her feet up towards her head, back into the pretzel position she had been in before. This time with her completely naked, it was even sexier, and it was clear just how open and exposed her holes were. Instead of stopping there, she shook her tits at us as she brought her torso upright. With one hand on each of her ass cheeks, she groped herself for us before winking and then pulling her head down to her own pussy.

Lily didn't bury her face in her own cunt, but that was obviously for our benefit. She kept her head up enough that we could see her tongue run from her clit to her hole before plunging inside. The movement made her nose brush up against her asshole, but it didn't seem to faze her. She pulled back and focused more on her clit, sucking on it, and swirling her tongue, before going back to broad strokes. As she got more and more into it, it got harder and harder to see exactly what she was doing, but that made it no less sexy. We could hear the wet noises of her licking her own pussy and her heavy breathing and moans. In no time at all, we watched her eat herself to orgasm, still holding her face tight to her cunt as she moaned out her pleasure.

Alex pulled my face down into a deep kiss, her tongue finding its way into my mouth as soon as our lips touched. I responded in kind while my hand played with her boob ever more intently. She moaned into my mouth before pulling away.

"I just wanted to make sure that we had the first real kiss," Alex said, breathing deeply.

I looked at her questioningly and she just smiled. She turned to Lily, who was still contorted, but now looking up at us, smiling, face flushed and covered in her own pussy juices.

"Come here, you sexy bitch," Alex said with a smile to Lily.

Lily unwound like a spring and bounded into Alex's open arms. I watched as the girls kissed deeply, an immensely erotic proposition on any day, let alone with one of them naked and my hand trapped between two incredible sets of tits mashed together. Not knowing what else to do, I ran my free hand down Lily's back, stroking it as she made out with Alex. Each stroke ventured further until my hand found its way to her ass. It was every bit and tight as it had looked as I cupped it in my hand. I gave it a few squeezes before running my hand back up her back to her blonde hair. Grabbing a handful of her hair, I pulled her head back, which caused the beginning of complaints that were silenced as I pressed my mouth down on her wet lips. Her tongue eagerly danced with mine as it pushed its way into her mouth. I tasted the musky and delicious remnants of her juices in her mouth. Lily suddenly moaned into my mouth, and I looked down to see that Alex had latched on to one of Lily's tits and was sucking on it. Alex and I passed Lily back and forth for a few minutes. Eventually, breathing hard, Alex stopped.

"Is anyone going to come downstairs," she asked Lily panting.

"I don't think my parents have been down here for years and neither of my sisters is home," Lily responded, flush with excitement.

"Good. Then get on the floor."

As Lily extracted herself, Alex started struggling out of her own clothing. If Lily had been grace and artistry in how she had gotten undressed, Alex was all speed and utility, but that did not stop me from watching intently. Her beauty which had been evident while dressed was blown away by her now that she was nude. Her tits were large but firm enough that they defied gravity. She had a small waist that flared out to wide hips and a beautifully round and soft ass. Her pussy was perfectly formed and hairless.

"Wow!" was all that I could say.

Lily laid down on the ground and Alex stood over her with one foot to each side of her head. As Alex started to squat, I stopped her.

"You never told us your power."

"Fine," she replied with a sigh. "But it's not nearly as cool as Lily's. Do you want me to move or are you okay watching from this angle?" She asked the girl whose face was inches from her pussy.

Taking in a deep breath of Alex's scent, Lily said, "I'm good down here."

Alex closed her eyes for a moment, and we watched as her tits, already large, began to swell and grow. In a matter of seconds, she had gone from a D cup all the way beyond what they probably sold sized for.

"I can sculpt my body," she whispered. "I can be whatever girl you want," She looked me in the eyes as she said it.

"That is incredible," I said, wide-eyed.

"I guess you deserve a show, just like Lily gave. But unlike Lily, my power has some consequences, so I'm going to need to eat after. A lot."

"We have lots to eat," said Lily, staring hungrily at Alex's pussy, even going as far as to stretch out her tongue to lick it.

"Stop it, you slut," Alex said laughing. "Ok, here we go. Let's start with bimbo super slut, since we are already halfway there."

Alex closed her eyes again and I watched as her waist shrunk a bit and her hips and ass got even bigger until she looked like an erotic hourglass. She then went to work on her face. Her lips swelled up, flushing bright red and looking like they were made for doing nothing but sucking cock. Dark makeup colored in around her eyes, and her lashes thickened until it looked like she was wearing enough mascara that she could barely see out.

"The only problem with this," came a throaty, but mangled voice at her lips were too swollen to let her talk properly, "is that my mascara won't run when you fuck my face. What do you want to see next? Maybe a celebrity? Who is your favorite?"

"Ummmm....." I stalled; my mind blank of everything but what I was seeing. "Young Julia Roberts?"

"Hair is actually hard, so I can, but either I can do Julia, but with black hair, or you can pick someone with black hair, and we can do Julia a different day because I really like that choice."

"Why is hair hard?"

"I think that it's because it isn't really part of the body once it grows out. On one hand, I never need to worry about shaving ever again," Alex paused and sighed as Lily licked her pussy again. "But if I want to change the color or how it grows, I basically need to grow more, and then cut off what I have."

Her words sounded strange coming out of a mouth that was built to be fucked and do nothing else.

"Can I make a request?" Lily asked from underneath Alex.

I shrugged.

"Angelina Jolie?"

"That works for me," I said, shrugging.

We watched as Alex slowly sculpted her body, first shrinking her tits and ass, then bringing her waist back to more normal size before starting to work on her face.

"It's not going to be perfect, since I'm working from memory and without a mirror, but let's see how close I can get."

It took a few minutes for her to get it to where she wanted it to before she pronounced it done. The face was a drop-off, but the skin tone and body shape were spot on. Lily, not being able to wait any longer, pulled on Alex's thighs, until she was low enough that Lily could bury her face in Angelina's lookalike's snatch.

"Come here," Alex gasped to me as Lily tongued her cunt. "I want your cock in my mouth!"

"While I plan on having lots of fun exploring possibilities with you, I want the first to be with Alex," I responded, not stepping towards her outstretched hands.

Alex ground her couch down onto Lily's face, forcing her head against the floor, and moaned. Within seconds, the Alex we had seen in the park was back in all her glory, and I stepped forward. As her hands eagerly fished my cock out of my pants, I marveled at the fact that I hadn't come yet. I realized that having Evolved must have given me extra control because otherwise, I would have exploded in my pants long before now.

"God you are so big," Alex exclaimed once she had extracted my cock. "I can't wait to get this inside of me!"

Lily said something that was muffled by the cunt that was smothering her, but it sounded like she agreed with Alex's sentiment. My dick had never been small, but looking at it now, it had definitely grown since I Evolved. If I had to guess I would have said it was eight inches long and about as thick as the cardboard roll that held a paper towel.

Alex's hand felt wonderful holding my cock, but her tongue felt divine as it licked the precum off my tip. I sighed deeply as she took my cock into her mouth. She swirled her tongue around and bobbed her head down my shaft a few times before pulling back.

"You know what else I can do with my body sculpting? I can get rid of my gag reflex and make my throat big enough to accept even this monster of yours. Plus, I can do this."

I watched as she stuck out her tongue and it just kept going until it was long enough to fully wrap around my shaft. I moaned in pleasure as she jerked me off with her tongue before taking me back into her mouth and burying me to the hilt in her throat in one smooth motion. Her throat felt amazing and tight around my cock. She hummed a bit, and I could feel the vibrations pulsing through. With me still buried in her throat, I felt her tongue snake out and caress my balls. I got an even bigger shock as she slipped her tongue past my balls, and I felt it brush against my asshole. I closed my eyes and took a deep breath as Alex ran her tongue around my asshole and somehow massaged my cock with her throat. I opened my eyes to see Lily, whose hands were still holding Alex's thighs, had bent her foot back so that she could rub her clit with a toe. That sight, coupled with Alex pushing her tongue into my ass, made me gasp. As my breath caught, both girls froze for a moment before I let out a groan and released a torrent of cum straight into Alex's stomach, as what was the hardest orgasm in my life hit me. As I did, both girls resumed moving. As if dominos, my orgasm seemed to set off Alex, who tried to yell out around my erupting cock and ground down on Lily even as she released a gush of her own juices all over Lily's face. That seemed to be enough to set off Lily, who arched her back, toe not stopping, even as she cried out in turn.

I staggered back towards the couch. Doing so pulled Alex's tongue from my ass and my cock from her throat. As I did, one last blast of my cum caught her straight in the face. Even as I settled back down to the couch, Alex collapsed backward atop Lily, who looked up at me, her glistening face covered in Alex's juices and framed by her legs and cunt.

"I. Also. Want. A. Turn," she said, breathing deep between each word.

I just gave her a thumbs up, not able to do more than that right then. Lily, who was obviously the least winded of the three of us, squirmed out from under Alex and turned towards her head.

"Do you mind?" Lily whispered softly to Alex inches from her face.

Alex shook her head slightly, and Lily licked my cum off of Alex's face before kissing her deeply.

"I'm sorry for not paying your ass any attention. I wasn't sure if you wanted it and by the time I did, it was too late."

"That's ok. I can punish you later," Alex said with a tired laugh.

"Mmmmmmm. Looking forward to it," Lily purred, snuggling into Alex on the floor.

I marveled at the sight of the two most beautiful girls I knew snuggling naked post-sex and knowing that for some reason, they were mine.

"You know what the problem with this is?" Lily asked Alex.

"No. This is amazing. What could be wrong?" Alex asked, playfully squeezing one of Lily's tits.