With Friends Like These
by kittara
photomanip by MadBirdCZ

Sandy and I had known each other since we were kids. We had always hung out together. Wherever I was, Sandy was usually there and vice versa. As we grew up, we both kept pretty competitive in things all the way through high school. Sandy was more of the athletic cheerleader type than I was, but she kept up on her studies so we were able to keep each other on our toes with our classes.

I, on the other hand, was more of the intellectual type from the start. Sports wasn't something that I was really interested in. I had been content with my small group of friends, but no matter who I was with, Sandy was always there with me. As long as I had some toy to play with, I was happy.

When we graduated and started college, we still had a lot of the same interests, though Sandy got more into playing things like basketball and cheerleading and I just preferred to watch them. Games would come and go and Sandy would be the center of attention, but that never really bothered me. I was fine sticking to my books and my visions of becoming a big time engineer. I knew that being a girl trying to get into a man's occupation was going to be difficult, but the challenge was worth it.

Guys had been something that I never had any good luck with. Not that I was bad looking. I have a nice figure, long, dark brown hair, decently-sized breasts and a cute, heart-shaped ass. But I would watch Sandy and it almost seemed like every guy in the school chasing after her. After every game, walking down the hall, sitting in the library, anywhere she was she was followed around by her own pack of puppy dogs. I had a hard enough time just looking at a guy. Talking to them was even worse. I'd stumble over every other word, making my intelligent aura just tumble to the point of being almost pathetic.

Fortunately for Sandy, she knew that basketball and cheerleading wouldn't be something that would support her indefinitely so we both entered the Engineering program. We both had crazy visions of designing all sorts of strange contraptions, from robots to toys, usually with some sexual tie-in. We set off on our studies, working on projects together and planning silly things that we'd do after we finished college.

When we graduated, we both got jobs at a local company that specialized in designing sex toys and different concoctions that made the lovemaking process just that much better. I had been a bit ahead of Sandy on the grade levels so I was placed a bit higher in the company at first. But Sandy kept up in true competitive spirit. We had both been heading up some big projects for the company when the manager of the Research and Development department got promoted, leaving a space for a new head honcho and a new management team. We knew we both had a shot at the job, but rumors were circulating that I was edging out Sandy just a bit.

Dan worked as a management assistant in one of the Bio-Tech departments at the plant. I had seen him hanging around with Sandy every once in a while and they looked like a good couple. He was a hunky blond with a perfect tan and a nice athletic body. Sandy, being the athletic type herself, fit him very well. I had noticed Dan looking at me a few times, but I always just chalked that up to comparison. Fortunately that was one arena that I didn't need to compete with Sandy in. I always conceded that she was the winner in the dating department, so I always let it be.

A few days after the announcement of our boss' promotion, I had been standing off next to my office door writing down some meeting notes while a group from Bio-Tech had been talking with Sandy and a few of the engineers. As the group talked, Dan came out of the testing lab and headed my direction. I looked up for a second and figured he was going to stop and talk to Sandy, but for some reason he kept walking. I stopped writing and stared for a second as he walked. He was so good looking that I could just picture how he looked in the bedroom when the lights were off. I figured that I could fantasize, even if I'd never have a chance with the likes of him. He winked as he walked right past Sandy and the other group and headed straight toward me. I quickly looked back down at my clipboard and pretended that I was writing down something important.

"Hiya there Terri," he said in his usual manly tone.

"Uh... oh, hi Dan. Is there, uh, something that I can do for you?"

He smiled and placed his hand on mine. "Oh, I was just wondering if you wanted to go and get something to eat after work tonight."

I stood there in disbelief for a second. Did he just ask me out? Flustered by a guy actually talking to me the person and not me the engineer, it took me a little bit get a hold of the situation.

"Uh, um... sh-sure. I'd love to," I stammered.

"Good, I'll meet you down in the lobby at around six?"

I blinked as he walked off back toward his lab.

"Uh, sure. Six o'clock. L-later..."

"Shocking. The least eligible girl in the entire plant had a date," I thought. It seemed unrational, but I wasn't going to argue with the opportunity. Dan walked past the group and Sandy smiled at him as he turned the corner into the lab.

I stepped back into my office in a daze. "What did Dan see in me that he didn't get in Sandy?" I wondered. It was near quitting time for the week so I sat back down, closed up some things that were on my computer screen and then I hung up my lab coat. I double checked my desk and made sure that I had taken care of the work for the week and with everything in order, I made my way down to meet up with Dan.

He was talking with one of the receptionists as I walked down the stairs to the lobby. I stared at him longingly as I made my way down the stairs. He was such a great looking guy. Big, muscular... Just perfect.

"Ready to go Terri?" he asked, snapping me out of my dreamy stare.

"Uh, yeah. Where were you thinking to go? D-dinner and a movie?" I suggested. He waved to the receptionist then sided up to me, grabbing my hand and leading me outside.

"I was thinking dinner at this nice Italian place down the street and then we could head back to my place." He gave me a little kiss on the cheek as I nodded. Dinner and directly back to his place. It was like a dream come true!

We had a good time at dinner. We talked for what seemed like hours. I got to know him more than I normally would have in our work setting. I found that he had a great love for old black and white films, painting and jazz music. Not something that I would have pictured, but there are little things about all of us that can be a surprise. When the topic of Sandy came up, he mentioned that he liked her, but that he likes to keep his options open. After some desert, he paid the check and we began the walk back to his apartment building.

When we arrived, he motioned for me to sit on the couch while he headed into the kitchen to make a few drinks. I looked around the room and noticed some family pictures on the walls as well as some of his paintings. The examples around the room showed that he was a good artist. He had paintings of nude women in various states of undress and one that even looked like it was a human toy, complete with a wind-up key in its back. The subject matter wasn't quite my thing, but art is art. Kinky art, but still art.

He had been in the kitchen for a while when he finally came out carrying two glasses, one filled with a white liquid and the other with some pink liquid inside. He stood next to me and leaned over, getting an up close and personal view of my chest. He handed me the glass in pink.

"Here you go. I call it a Danny Special." He smiled as I took the glass. "You'll feel like a new person after you're finished drinking it." He then sat down next to me, placing his hand on my shoulder. Seeing that he flustered me again, he ran his right hand down my arm, stopping when he reached my leg. I can feel my skin get warmer as he started caressing my body.

"Drink up, my dear and we'll go have some real fun," he said as he rubbed his hand up my leg and then squeezed me around the waist. He reached his other hand up and placed his index finger on the bottom of my glass, tipping it upward so I'd drink faster. The fruity concoction tingled as it rushed down my throat and it almost felt a fiery explosion as it hit my stomach. That's when things started feeling strange. Was it the alcohol in the drink?

"Come on Terri, let's go back to my room and get this going," he said as he pulled me up from the couch and lead me by the hand back to the bedroom. As we walked, he began to pull my shirt up and unzipped my skirt.

Entering the room, the smell of a flowery perfume made its way to my senses. The smell seemed out of place, but I was floating so high from the drink, it didn't really matter. I inhaled deeply as he continued to pull me into the room. He started to unbutton his shirt and pull off his pants as he closed the bedroom door. When he turned back around, he had pants off and his shirt was in a pile next to the door. I stood in awe as he walked back toward me. I could see that his cock was getting harder as he came closer to me. He pulled my shirt off and then removed my skirt, tossing them down to the floor. Next he ran her hands up my legs and reached his fingers under the elastic of my panties. Moments later, my pussy was open to his view. He teased me a bit by rubbing my clit with his hand.

"Over there, Terri," he said, pointing to the bed as he stepped around behind me. As he nudged me toward the edge of the bed, he began to pull my bra off as I felt a sharp pain in my lower back. It was like I had been stabbed by something. I would have screamed, but the drink has overpowered any need to register the pain.

"Th-that kinda h-hurt there D-Dan." I was slurring as I talked now. "That must have been some powerful drink," I thought to myself.

Dan just smiled. "That was just the beginning my little toy," he explained as he pushed me onto the bed. "Just close your eyes and enjoy this." He reached up and closed my eyes with his fingers.

My body felt really strange at this point, like parts of my body had fallen asleep and others like they were melting. I figured it had to be the drink he made. I didn't normally have problems drinking, so I was getting a bit worried.

"That d-drink you made wa-was really powerful," I said with a bit of a slur. "Wha-what was in it?"

I started to feel lightheaded as he answered. "Oh, it's a special mixture that I made especially for you. Just some fruit juices, a little crushed ice, some vodka and a little something special from the plant."

"Something spe-special..." My thought was cut off as he climbed up on top of the bed next to me. He gave me a deep kiss which lingered on my lips for a bit and then moved down my body.

"Oh, this is going to be great if this works properly," he noted with a smile. His words didn't even register as he worked his way over my breasts, down my stomach, stopping at my wet pussy. I sat there in what seems like heaven and hell as he licked my pussy, his tongue running up and down my slit.

Eventually something felt strange in my crotch as his tongue continued to vibrate around my pussy. Then he started to do something that I wasn't expecting as he blows into my pussy. The sensation is strange as the more he blows, the bigger the space feels inside me between my legs. It's like my vagina is being blown up like a balloon. It causes me to shudder and moan as he finally pulls his mouth away. He leans back, grinning from ear to ear. I'm incoherent as the sensations from my crotch continue to run through my mind.

"Mmm, it's working perfectly!" he exclaims, leaning back in to massage my pussy. It seemed tighter than it did just a few moments ago. He ran his fingers along my slit, bringing me back to reality. "It's time for the next phase."

"N-next phase?" I asked through my sexual high. I sat there confused as I heard the bedroom door open.

"Um-hmmmm. You're going to love this," an unidentified voice said. Someone else was in the room. I tried to turn my head to look, but I can't. I'm stuck in my sitting position, unable to move my arms or legs. The only thing that I can control is my face.

"Wha?" I asked. Hearing a female voice, my eyes flew open as the mystery person stepped into the light. Sandy walked over to the bed and kissed Dan.

"Sandy? It was a trap?" I screamed as Sandy chuckled at me.

"You can't move now, can you? Well, let me give you a little clue about what's happening here. I know we've been friends a long time and I know how much you want that job at the plant Terri, but I want it more. With all the changes at the plant that are coming, Dan and I couldn't sit by and just let you take things over. We know that you were headed to taking over as the new head of the Development department so we decided to try an experiment with some things Dan's been working on in the Bio-Test lab in his spare time. Now everyone will just think you disappeared."

"Sandy! You... I'll find some way out of this! I'm going to get you!" I yelled as my anger took over.

"Sure you will," Sandy says in a mocking tone as she begins to remove all her clothes. Her breasts bounced free as she removed her shirt and bra. Then I got a good glimpse of her shaven pussy as she removed her pants and panties, leaving them in a pile on the floor. As soon as she's completely naked, she reached into her pile of clothes and pulled out something. She hopped onto the bed, sitting in front of me with a long 18-inch dildo in her hand.

"That's so cute," she said as she rubbed my pussy with the tip of the dildo. "It worked much faster than your original calculations," she said to Dan as she examined my crotch. She began to push the dildo up into me as I hear a squeaking noise. She smiled like a cat that just caught a helpless little bird.

"Let's see how the changes are working out, shall we?" she said as she pulled the dildo out of my pussy, accompanied by another squeak. She got off the bed with a bounce, her breasts jiggling with every move. She grabbed me by the arm and turned me over onto my stomach. My crotch felt strange against the sheets covering the bed, but the thought left quickly as Sandy climbed back on top of me.

"This should feel different," she said as she played with the tip of the dildo around my rear opening. She rubbed my ass up and down and then in a quick movement, she shoved the toy into my ass, pushing it in as far as she can. The downward pressure from her pushing smashed me into the bed and causes my stomach to compress, feeling tighter. The pain in my ass that I was expecting never came as she started to pull the dildo back out. She worked it back out slowly, causing it to make a slight popping noise as it finally came free. She licked a finger and ran it along the edge of the hole that the dildo left. The opening seemed to be a lot bigger and much looser than it was before.

"Hmmmmm... That was amazing. Did you even feel that?" She laughed as she grabbed me around the waist and squeezed me like a vice, then flipped me back over. She placed me in a sitting position facing the mirror on the opposite wall and I could finally see some of the things that had happened in the last few minutes. My ass felt like it had been stretched open and my waist has been cinched inward. My hips seemed to have been pushed out a bit more and my legs felt lighter.

A look of panic flashed over my face as I could finally see my pussy. It had shrunk significantly and looked like bright pink skin inside. "What's happening?"

Sandy just ignored my question as she got ready for her next task. "Ready for the adjustments to your breasts, Terri?"

"My b-b-breasts?" I asked as my eyes went wide.

She climbed back on top of me and started teasing my nipples with the tip of the dildo, causing them to stiffen. She set the dildo between her legs and then started to squeeze, push and reshape my chest. She spread my areolas out with her fingers, making them bigger than they originally were. She then pulled on my nipples, expanding them to three times their original size. With the nipples done, she started to pull on my B-cup breasts. She pushed and pulled a bit, expanding them a little bit more. Smiling, she gave my now C-cups a squeeze and slid off the bed, heading back into the darkness.

"What in the world is going on here?!?" I wondered as I can now see that my breasts had expanded. I sat there in shock and disbelief. I looked back across the room to the mirror. My body seemed to have been shaped and remolded, with a smaller waist, bigger breasts and my practically non-existent pussy. I whined to myself, "Why?" as Sandy returned with a big smile on her face.

"I've got one more thing to do and then the final phase begins," she explained as she slid me down into a sleeping position. She grabbed the dildo and pushed the base of it up into her pussy. She shoved about six inches up into herself and then climbed back onto the bed sitting above my head. She leaned down and placed the tip of the dildo into my mouth. "I'm going to love this part," she exclaimed.

She shoved the dildo further and further into my mouth, causing it to go down my throat. Again, I expected pain, but it never came. She pushed it until her stomach was pressing against my breasts. She pulled back out and then started a rhythm as she fucked my face. She pushed in and out compressing my face with every push. My mouth started to heat up as I felt my lips start to puff up around the sides of the dildo.

She was wildly fucking my face, faster and faster, bouncing up and down. Her perky breasts bounced up against my stomach. Occasionally she would stop and our nipples would brush against one another sending a jolt of electricity down to my crotch.

I'm now caught in sexual bliss as she finished fucking my mouth. She began to pull the dildo out of my mouth, leaving the insides feeling like liquid. My teeth and tongue felt as if they had melted around the smooth sides of the dildo. She sat back up pulling the dildo out of her pussy and then slid the rest of it out of my mouth. It made the same slight popping sound that it did when it came out of my ass.

"Just like your sweet little ass, Terri." She leaned down and stuck her tongue into my mouth, licking and probing, but something didn't feel right. She sat back up and got off the bed. "Such a sweet, sensual shape. And big enough for any cock too."

"Sensual shape?" I tried to scream but nothing came out. "M-my voice! It's gone!" She sat me back up and placed my back against the headrest of the bed so I could see myself again. My mouth and puffy lips were stuck in an "O" shape and wouldn't close. My teeth and tongue were gone and the inside looked like a smooth tube of rubber or plastic.

"But before we send you off, there's one last thing," Dan explained. He stood in front of me with his cock at attention, long and firm. He sat on the edge of the bed and stroked what was left of my pussy.

"We're both going to enjoy this part. I want to make sure you orgasm before we finish with you," he said with a laugh. Dan climbed onto the bed and brought his fully erect cock up to my crotch. He rubbed the head of his penis around my puckered pussy lips, causing it to throb.

The next thing I know, he's doing the one thing that I'm now dreading as he begins to push his cock into my crotch. As the length of his tool sinks further into my pussy, my body started changing again. My skin seemed to be turning a lighter shade of tan. I saw my skin becoming smooth and featureless.

"Your plasticizing formula worked great, Dan," Sandy said as Dan pulled his cock back out with ease. Sandy stuck a finger into my vagina, feeling around inside. As if she's pressed some button inside my crotch, she smiled a mischievous smile as my legs seemed to be opening wide of their own free will. With my legs spread apart, my pussy is left wide open.

Dan took that as his cue to continue and he climbed back on top of me. He guided his cock up into my vagina and started to fuck me. As he continued to drive his shaft into me, I suddenly felt very aroused. My breasts bouncing in time to his pumping, I started to feel an electric sensation coming from my pussy.

While Dan was doing his part, seams began to form on the sides of my torso and around my breasts. My breasts expanded a little and then tightened up. The color of my areolas shifted from light brown to a bright pink and the nipples shrank a bit as they become hard as a rock.

"Those are some nice tits, Terri," Dan said in between thrusts. "Too bad you won't be around to enjoy them too much. I'll have some good fun with them though."

I sat there confused in an orgasmic stupor. What does he mean that I won't be around to enjoy them?

The thought is thrown out of my mind as a shudder ran through my body radiating outward from my pussy. My pussy felt like it was burning up as he continued to ram up into me. I realized that he was reaching his climax and was ready to pump his sperm into my vagina.

Suddenly I felt like a bolt of lightning hit me in the crotch. My body shuddered as an orgasm rocked my small frame. I wanted to scream and moan in a mixture of pleasure and pain as he finally tensed up, shooting his load into me. The pain subsided and a numbing sensation coursed through me, starting in my pussy. He slumped down onto me, pressing his chest against my breasts and then pulled his cock out of my pussy.

Sandy grabbed the dildo and slid up behind me as Dan moved back.

"Ah, you're going to make such a good love doll, Terri," Sandy said with a laugh.

I panicked. "A love doll? They're turning me into a fuck toy!"

Sandy sat back to admire Dan's work, leaving my view open so I could see my body finish its changes. I saw that my pussy was now just a small, ovular opening with bright pink folds of rubber and latex. I felt it tighten up and then it opened like a flower blooming. A numbing sensation spread throughout my body as my insides changed to mere air. My skin was completely smooth and featureless as it looked like it was now made of sheets of latex. There were seams running up and down my legs and arms in addition to around my breasts and torso. My eyes then started to blur as they changed into the painted eyes of an inflatable love doll.

The last thing I felt was something popping on my back where Dan had stabbed me earlier. I realized that it was my air valve and the transformation is complete. Dan leaned over my inanimate form and kissed Sandy.

"Are you ready for some good loving, Dan?" She asked as she pressed her breasts into my back. Dan just smiled.

Sandy giggled as she shoved the dildo into my mouth again. "How does that taste, dear?" she laughed as she placed the remainder of the dildo between my latex breasts.

She reached around and grabbed my breasts and began to stroke them.

"You'll love being our little fuck toy, Terri."

In my head, my mind was flooded with all sorts of new thoughts mingling with the old ones. "Oh yes! Fuck me, fuck me! No, I'm not a fuck toy! Oh please, use me! I'm a good dolly. No... Dan! Sandy! I'll get you! But I so need to be used by my owners." I sat there in confusion at my predicament.

Sandy finished feeling me up, then reached behind me, popping open my air valve. I hear the sound of air escaping as my body starts to lose definition. As I deflate, she assured me that she and Dan would take good care of me. She pulled the dildo out of my mouth and placed it on floor next to the bed.

"As soon as I'm done with him, I'll come back for you," she whispered. She picked up my limp form, folding me up neatly and placed me down beside the the dildo as Dan pulled her toward him.

All I could do was wait until they filled me up again.