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Danielle smiled as she walked out onto the beach. It was a beautiful, warm, sunny day plus the light breeze made sure it wasn’t stifling outside. Danielle brushed some of her black hair out of her eyes. She decided to go with one of her favourite outfits today. It was a white and baby blue striped two-piece bikini.

Her large beach ball-sized bosoms bounced as she happily ran back down the hill towards her boyfriend Barry and her longtime friend with benefits Lacey. Barry was a tall mocha skin coloured man. He worked out so he was toned, but he was more of an athletic build. He wasn’t interested in becoming bulky, he just liked being healthy. He had short dark hair and brown eyes, he didn’t talk much, but his actions were always thoughtful.

Lacey was Danielle's best friend and often a lover as well. She was a short cowgirl, with long brown hair, blue eyes, cute short horns, and a fairly bushy tail for a cow. Lacey wore a three-piece as she needed two bikini tops to cover her four breasts. Even though her nipples were soft right now Lacey’s were so big you could always see them. One of the perks of being a cowgirl, Danielle thought to herself.

Even though Lacey’s breasts were as large or larger than Danielle’s she didn’t sport the voluptuous hips that Danielle sported. Made all the more apparent by Danielle’s narrow waist. Another thing that stood out about Danielle was her red eyes and her black feather wings that rested at the small of her back.

Some people found her eyes a little unnerving those who clung to an old superstition, but most just found them cool. As Danielle ran down the sand-covered hill she waved to Barry and Lacey as the two slowpokes made their way up the hill “up here guys!” Danielle said grinning happily “I can see the perfect spot for us to set up!”

Danielle grabbed onto Lacey’s arm and started to pull her along. Lacey let out a giggle at Danielle’s excitement “will you calm down lass you’ll ‘ave us worn to a rag before we even get there,” Lacey chided her friend with her Scottish accent. Barry chuckled at the two of them, but never added to the conversation. He upped his pace to keep up with the two curvy excited girls.

Once over the crest of the hill the three of them could see the beach and the water “oh it’s beautiful!” The two girls looked at each other and giggled.

“Last one in is a rotten egg!” Lacey said before taking off, running towards the water.

“No fair you started before me!” Danielle called after Lacey running behind her.

Barry just smiled and shook his head, looking over the beach he found a good place to set things up and began to unpack. He noticed a few of the patrons of the beach looking at him. Even though he was wearing his swim trunks they didn’t exactly do the best job hiding the large bulge he sported.

Getting flustered by their looks he started to blush. Barry decided it was best to ignore them and keep going with the task at hand. He heard two squeals coming from the water and knew it was his two lovely ladies making the commotion. He looked up just in time to see them come running out of the water, a large wave chasing after them.

Barry snorted in amusement as he watched them for a bit. The two well-endowed women drew many looks. Their large breasts were making many look quite thirsty on the beach. Barry lay down on the blanket, closed his eyes, and enjoyed the sun. After a few moments, there was a shadow blocking his sunlight.

He opened his eyes to see Danielle standing over him, “you know,” she started “brown skin or not you’re supposed to wear sunscreen.” She grinned slyly, this was exactly her plan. She had acquired some from special sun lotion from a futa friend of hers who promised it would make today extra fun.

She pulled a bottle of sunscreen from her bag and squirted some on Barry’s chest. He made a grunt as the cold lotion hit him, but it was quickly replaced by a groan of delight as Danielle started to rub him all over with the sunscreen. Having someone else do this for you was very relaxing, he realized, and decided to roll with what was happening.

A few minutes later Lacey came jogging back up to their place on the beach, huffing and puffing “the water is still a wee bit cool.” She smirked “might even be cold enough to make you look regular sized Barry,” Lacey said as she nodded to Barry’s crotch. Barry rubbed the back of his head and chuckled.

Danielle looked around to see people were ogling Barry, she felt a swell of pride that’s right he’s my man she thought to herself as she continued to coat him in sunscreen. She motioned with a finger to get him to roll over. He did as he was told and Danielle coated his backside as well.

As he lay on the blanket getting rubbed all over Barry started to feel very warm, it was almost sweltering. “I think I got to take a dip,” he said as Danielle finished up.

Danielle covered a sly grin with her hand before following him “sure another dip would be nice,” she glanced back over her shoulder “coming Lacey?” Lacey nodded and pushed herself to her feet as well. The three made their way down to the water, a girl linked on each of Barry’s arm. As many people watched the trio with envy, they dove into the water.

In the water Barry felt better, the heat that had bothered him on the beach was gone. He didn’t seem to notice that bit by bit his soft bulge in his trunks was getting bigger and bigger by the moment. The three friends and lovers had fun splashing and playing in the ocean. Lacey and Danielle would accidentally bump into Barry periodically with their breasts teasing him.

After almost half an hour Danielle suggested they get out as she was getting cold and wanted to warm up. Lacey agreed and Barry followed the girls out of the water. As Barry walked out of the water he could feel a strange weight between his legs. Looking down, he double-taked at his now 18-inch flaccid cock.

Trying not to make a scene he kept his cool and acted as naturally as he could in the current situation. Though as people started to point at the massive basket he was now carrying between his legs Barry started to grow a little nervous.

As Barry and the girls got back to their beach site Barry looked down at himself again. He was even bigger than when he had stepped out of the water. His cock and balls were growing bigger and bigger by the moment he was now over twenty-four inches long soft and his balls were like volleyballs between his legs.

Danielle giggled as Barry approached: “Well I think taking a dip in the ocean had the opposite effect on Barry,” she said as she reached out rubbing his still growing soft schlong.

Lacey chewed her lip and crawled over to the growing bulge in Barry’s shorts and she started to caress it as well. “Mmmmm he didn’t shrivel at all Danielle,” Lacey rubbed Barry’s now pumpkin sized balls through his growing tighter by the second shorts.

Barry let out a groan “unnghh what did you do Danielle?” he asked as his cock and balls seemed to be growing faster now that he was warming up a bit. Bigger and bigger, the bulge in his shorts grew as his cock pushed out past the three-foot mark and made its way to the four-foot mark.

Even soft Barry’s dick was wider than his thigh. As the two girls started to rub his expanding dong all over Barry let out a groan of pleasure. His balls touched down on the ground as they started to rapidly expand fatter and fuller with cum. His cock started to swell out getting hard as his two lady companions played with his cock more.

Danielle let out a sultry chuckle “I just decided to spice up our afternoon that’s all,” she stood up wrapped her arms around Barry’s neck and kissed him. Opening her mouth, she slid her tongue in exploring her boyfriend’s mouth. He did the same returning the kiss, she sucked on his tongue and he groaned lustfully. His cock started to throb and grow harder.

As the three of them started to get more and more sexual and lewd all eyes turned towards them. Some people disgusted by the display started to leave, however others stayed to watch the bizarre sexual odyssey unfold. “Come on Barry burst out of them shorts,” Lacey said, egging him on as she started to rub her four breasts, getting more and more turned on as Barry swelled and swelled and swelled bigger.

Her nipples poked even further out of her bikini tops now as they grew hard she fondled her fat nipples, making herself moan. It wasn’t long before milk started to leak from each of her four nipples. Danielle let out a moan as Barry slipped his hands under her bikini top to play with her breasts.

Barry’s shorts let out a creak. It was clear they were reaching their limit now. His bulge was now almost eight feet in size. It was bigger than all of them. With a rip, his inflating balls and swelling cock burst free from their confines. Lacey climbed up onto Barry’s balls and started to rub her body against his shaft.

She undid the strings of her bikini tops and let her four, fat, full udders spill out. Taking out the bottle of sunscreen Danielle had used earlier on Barry, Lacey squirted a generous amount between her breasts and lathered them up with the special sunscreen. With her tits now lubed up she started to rub them all over Barry’s cock.

Barry gasped as his hypersensitive shaft was caressed by Lacey’s soft warm breasts. As more of the lotion was rubbed into his already expanding cock and balls, they started to blow up even faster. “Ahhhh! Ahhh! Ahhhhh!” Barry cried out in pleasure as his cock and balls lurched out bigger and bigger and bigger and bigger!

Danielle gave Barry one last kiss before turning her attention to his now tree-like shaft “ohhhh yes! That’s it, baby! Grow for me! I want that cock bigger and fatter! It turns me on so much!” Danielle undid her top and followed Lacey’s lead coating her breasts in the pseudo lube. As the two women tit fucked Barry’s growing cock they only added fuel to the fire.

“Ohhh fuck! It’s going to grow even faster!” Barry shouted as the pressure in his balls grew and grew. His sac was now easily bigger than a bedroom and was only swelling out fatter and rounder. As more and more of the sunscreen was rubbed into his rampantly growing meat pole, it lurched out over and over, quickly doubling, then tripling in size.

“Ahhhhhh it keeps growing faster! Yes! Bigger! Hornier!” Barry cried out as his cock expanded bigger than a bus. Still, it kept getting bigger he wasn’t sure if it was going to stop.

As Lacey continued to rub Barry’s much bigger cock with her tits she started to feel a strange tingle in her breasts. Her face lit up in delight as her already plump foursome started to balloon out growing and growing and growing before her very eyes.

“Ohhhh yes! Look at my fat udders, they're swelling fatter and fatter and fatter! Unnghh yes! Don’t stop!” she called as she squashed her fat juggs up against Barry’s pulsing dick. The pressure inside of her boobs increased as well and soon her nipples were shooting out milk like fire hydrants. “Ahhhhh so much milk! It feels so good,” Lacey said as her tongue hung from her mouth.

Danielle was getting lost in pleasure herself as her jumbo juggs started to balloon as well, pumping out fuller and rounder Danielle rubbed them and the rest of her body up against Barry’s cock. Squirting some of the sunscreen between her ass cheeks she started to hotdog what little she could of her lover’s cock.

With the three of them producing louder and louder cries of pleasure Barry’s impossibly big balls consumed more and more of the beach. Even people who had stuck around to watch had to flee or risk being covered in balls. “Haaaaaaa so big! But I want it to be bigger! Unnnnghhh fuck I want to be hornier!” Barry roared as his cock throbbed out longer and girthier.

His behemoth pole was now taller than a skyscraper and seemed to have no plans of stopping there. With every beat of his heart Barry’s cock lurched bigger, longer, fatter, wider. He was awash in a vast ocean of pleasure. He could feel the waves crashing against the base of his gargantuan nuts.

Everything was adding to his pleasure. He was getting closer and closer to the edge of cumming now. He needed this more than anything he ever needed in his life. “Don’t stop Danielle! Lacey! I’m so close! I’m going to cum!”

Danielle listened to her lover's cries and drew closer to orgasm herself “yes! Do it baby! Cum! Cum harder than you’ve ever cum before! Cover this beach in your hot load!” She shouted, encouraging Barry. Her ass cheeks and tits were swelling out fatter and fuller now thanks to the sunscreen. While nothing in comparison to Barry’s mountainous cock and balls they still pushed Danielle to greater heights of pleasure.

Each of Lacey’s four udders were the size of houses now and Lacey couldn’t have been happier. She loved knowing Barry was growing so massive. She loved knowing he was just moments away from bursting forth with cum. She loved pleasuring people from simple things like baked treats to extreme things like pumping her BFF’s boyfriend's cock bigger than most mountains so he could cum his brains out Lacey was happy to help.

Barry’s cock head passed above the clouds just as he reached his limit. Letting out a loud bellow of pleasure, the man bucked, thrashed and shook all over as his orgasm consumed him. His city-sized balls clenched over and over, pushing their lakes worth of white sticky goo out of them.

Barry’s mount Everest of a cock burst like a volcano. He hollered every time one of his massive wads shot from his cock. It rained down all over them splattering and covering the countryside and beach in his hot gooey cum. It just kept coming out more and more it felt like it was never going to end. Barry lost all sense of time and being he was just pleasure incarnate. He wasn’t sure if he would ever know anything outside of this pleasure again.

Then, after what felt like an eternity of bliss, his orgasm finally died down. Barry was spent, he was mentally and physically spent. He couldn’t speak, he couldn’t move, he wasn’t sure how he was still breathing he felt that drained. He knew he should do something, but he couldn’t he, he had to sleep no there was no avoiding it. Even as he tried to look for the girls the darkness claimed him.

Hours passed before Barry woke up again. He had shrunk down considerably from the massive size he had been. He was still bigger than what he had started at though. His resting cock, while soft, now sat at an impressive ten feet long. When he opened his eyes Danielle and Lacey were laying on either side of him smiling at him fondly.

“That was impressive, lover,” Danielle said stroking the side of his face gently “more than I could have ever hoped for.” A wicked smile then crept across her lips “that said I had Tammy stop by with another bottle of her special sunscreen. Danielle shook the bottle in front of him to emphasize her point “you want to go another round?”

The End.

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