Title

Ellen's friend Fay visits her

by JBMMLJE
Storyline She-Mask Tales
Characters She-Mask
Category Transformation Body Modification Nudism
Previous Chapter Ellen wakes up

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Later that evening, Ellen’s older friend Fay reaches Ellen’s house. They agreed to meet each other on this evening and watch some episodes of Gossip Girl. When Fay push the doorbell, Ellen opens immediately.

Ellen: Hi Fay. Come on in. I’ve already connected the laptop to the television in my room. And all the drinks and chips are also on my desk.

Fay: Thank you. Let’s get my shoes off.

Both girls walk upstairs and enter Ellen’s room. Fay crawls on Ellen’s bed and sits with her back against the wall. Ellen starts the first episode and joins Fay. During the evening they watch episodes of Gossip Girl. When Ellen walks towards her laptop to start the fourth episode, Fay changes position and grabs a pillow. When Fay grabs a pillow, she notices a mask at the edge of the bed. She looks at Ellen who is still looking at her laptop and grabs the mask. Fay looks at the mask and notices a green shimmering at the inside of the mask. Fay wants to put the mask on, but Ellen turns around. Fay quickly hides the mask under her shirt.

***

After the fifth episode Fay needs to go home. Both girls step out of bed and that reminds Ellen of the mask that was on her bed. She starts to look for the mask. Under her blanket, under her pillows, but she can’t find anything.

Fay: Are you looking for something?

Ellen: Yeah, I am.

Fay: What are you looking for then?

Ellen: Well.. I can trust you. Right?

Fay: Of course Ellen, you know that!

Ellen: Long story, but I will keep it short. My brother found an ancient mask and my mother put that mask on. Nothing special you think. But the mask gave my mother special powers. When she put the mask on, her face became green and she could become anything she wanted. We succeeded in taking the mask off and my father hid it in his closet. I dreamed about the mask and where my father hid it. So I grabbed the mask this morning and wanted to put it on. But it didn’t work. It didn’t attach to my face and it wasn’t giving me any powers. So I threw it on my bed, but now it’s gone. Maybe my father found it and hid it again.. Well, it doesn’t work anyway.

Fay: How do you know it doesn’t work?

Ellen: It’s just a wooden mask now. There wasn’t any green shimmering at the inside. It was when my mother put the mask on and it was in my dream. But it wasn’t there when I held it in my hand this morning. Well, enough talked.. You have to go to your home. Don’t forget your bag!

Fay: You are right, thank you Ellen!

Fay grabs her bag and when Ellen doesn’t watch, she hides the mask inside her bag. Both girls walk downstairs and give each other a hug.

Ellen: Are we going to the mall Tuesday? We have to enjoy our vacation!

Fay: Yeah sure, why not! See you Tuesday!

Fay grabs her bike and starts to ride back home. On her way home she sees Mark walking on the streets. He is alone and walks towards his house. He lives a few blocks from Fay.

Fay: Hi Mark!

Mark: Ooh hi Fay!

Fay: You need a ride to your home?

Mark: Well, I can’t refuse that! Shall I ride so you can sit at the back of the bike?

Fay: Yeah great, how nice!

Mark and Fay are riding home and are talking about everything. About school, about sports and eventually about love and relationships. After a while they reach Fay’s house.

Mark: Here we are Fay. It really was fun riding home with you.

Fay: Would you like to come inside and talk a little bit more? It was really nice on the bike.

Mark: I don’t know, it’s already late and I have to go to my brother’s baseba..

Fay: Come on Mark. One drink?

Mark: Well, one drink doesn’t matter.

Mark parks Fay’s bike at her front door. Fay grabs her keys and unlocks the door. Together they enter Fay’s house. Everybody is sleeping, as it is already after midnight. Fay and Mark enter the living room.

Fay: Take a seat Mark. What would you like to drink?

Mark: Uuuh, some juice please?

Fay: Yeah, of course. I will get it for you.

Fay enters the kitchen and drops her bag besides the cabinet. She grabs two glasses out of the cabinet, grabs some juice out of the refrigerator and walks towards Mark. Mark is sitting on the couch and Fay finds her place next to him. There is an awkward silence for a couple of seconds. Mark: So, on the bike you said a lot of girls in the class like me. You know who?

Fay: Well, I don’t know who it are exactly. But I heard some rumours.

Mark: You heard some rumours? Who are it? Let’s agree to be honest tonight.

Fay: Alright, alright. Ellen likes you for sure..

Mark: Ellen? Really? Hmm..

Fay: What’s wrong? You look disappointed?

Mark: Yeah, Fay, I know Ellen is one of your best friends. But she isn’t my type.

Fay: Who is your type?

Mark: Well, I think Laura is one of the most beautiful girls in our class. Followed by Danielle and Fiona.

Fay: Laura, Danielle and Fiona.. alright. The three popular girls. It are always the popular girls.

Mark: I am sorry. Did I say something wrong? We promised to be honest right?

Fay: You are right. Well, what do think of me?

Mark: Uuuh.. Uuuh.. You know Fay, I really like you. You are one of the girls that is very kind and friendly. But you aren’t really my type when it comes to looks.

Fay: I.. I.. I understand.

Mark: You aren’t disappointed, are you? I don’t want you to think something will happen tonight. I really like you as a friend, but that’s it. You understand?

Fay: I understand Mark. I will get some water. Would you like something too?

Mark: No thank you. I will go home in about ten minutes.

Fay: Alright!

Fay stands up and walks towards the kitchen. She is quite disappointed. She had hoped that something would happen tonight. Fay never kissed a boy before and Mark is one of the nicest and best looking boys in the class. When they talked on the bike and he agreed to talk some more, she thought there might be more than just friendship. But Fay was wrong. Mike was also that kind of guy that likes the popular girls with the big boobs and the designer clothes.

Fay enters the kitchen and closes the door behind her. If she starts to cry, Mark can’t hear her. With her right leg she kicks her bag and it flies through the air. Something falls out and the bag crashes against the wall. Fay immediately sees what just fell out of her bag. It’s the mask! She completely forgot about it. Fay grabs the mask and feels guilty. She stole it from Ellen and she agrees with herself to bring it back as soon as possible. When Fay wants to put the mask back in her bag, the kitchen light falls on the inside of the mask. A green shimmering enters Fay’s eyes. She immediately stops putting the mask in her bag and throws her bag against the cabinet. Fay takes a closer look at the mask and moves it from the left to the right. Again, a green shimmering is visible.

Fay: *That green shimmering. Ellen told me that it didn’t work because there wasn’t a green shimmering, but there is now.*

Fay studies the mask but puts it on the countertop. It’s the mask of her best friend and according to Ellen, it’s dangerous. But Fay can’t stop thinking about the words Ellen said: ‘You can become everything you want.’

Fay: *I have to stop thinking about it. That mask is dangerous, Ellen told me! But why would she search for it and try it on when it’s dangerous?*

The mask is still on the countertop. Fay reaches for the mask and she grabs it. The wood feels cold and hard. Again, she notices the shimmering inside the mask.

Fay: *I can become everything I want. This is my chance to kiss a boy. And it’s one of the nicest boys in our class. I have to do it. With this mask I am able to become what Mark wants me to be!*

Fay holds the mask tight with both hands. She moves the mask towards her face, thinking about the words Ellen spoke: ‘You can become everything you want!’ The closer the mask comes to Fay’s face, the more green shimmering she notices. Fay stops moving the mask closer to her face. She is afraid for what will come.

Fay: *What will happen to me? I am scared.. I don’t want to do this! … … … But it’s my only chance!*

With one massive pull, Fay puts the mask on her face. When the mask hits Fay’s face a giant burst of green light erupts from the mask. The mask immediately starts to attach itself to Fay’s face. The wooden mask becomes soft and large tendrils attach itself to Fay’s head. Fay is overwhelmed by the power of the mask and she wants to take it off. With her hands she tries to pull the mask of her face. But the mask found a new wearer and doesn’t want to let her go. The mask starts to spread more and more large tendrils over Fay’s head. When the tendrils meat each other at the back of Fay’s head, another burst of green light erupts from the mask. Fay feels power entering her body and stops pulling the mask from her face. Black clouds are forming itself around Fay’s body. Shots of green lightning shoot out of the clouds and hit Fay’s body. With every shot that hits her, Fay feels herself becoming more and more powerful. Fay starts to tremble, the power is too much for her. More and more shots of green lightning hit and enter Fay’s body.

Fay: * YES, OOOOH YES!! I DON’T WANT THIS TO STOP!*

The power is too much for Fay’s body and she starts to spin. The circle of black clouds is still around her. Because of the spinning the black clouds are becoming a tornado. A tornado of black clouds and green lightning spins around the kitchen. With every turn, Fay can feel herself becoming more and more powerful. The lightning that hits her body gives her an amazing feeling. Her body is incredibly sensitive and when a green lightning hits Fay’s breasts she moans softly.

Fay: Aaaaaaaah…

The tornado starts to slow down and the black clouds and green lightning implode. Fay’s body is filled with the power the black clouds and green lightning contains. With a loud bang, the black clouds fill Fay’s body with power as green lightning shoots erupts from her body. When the transformation is done, Fay stands in the middle of the kitchen. Her hair is brown, straight and long and reaches until the top of her ass. Her face is now green like grass and her lips are darker green. It’s the most stunning dark green anybody has ever seen. It’s a very deep dark green that match her full and soft lips. Fay’s brown eyes are sparkling to complete the image of her stunning green face.

Her body underwent some changes too. Her skin is now soft and flawless, there was no sign of any bumps or pimples. Fay’s collarbones are perfectly visible and all the fat on her chest was gone. Her breasts didn’t grow much, but they are fuller and gravity isn’t affecting them. Under her full B-cup breasts is a slim belly. Her ass gained a lot more muscles and her tiny ass looks strong and dense. Her body is finished with a pair of very long legs. Fay wears a tight yellow V-neck dress that reaches until her knees. Her outfit is completed with a pair of shiny yellow high heels.

Fay: AAAAAAH YESS!! Finally! Power is mine. I feel the power flowing through my body! Now let’s give Mark his surprise.

Mark was still sitting on the couch. He didn’t hear anything as he was calling with his best friend Oliver. Fay walks towards the door that divides the kitchen and the living room. She opens it and enters the living room. Mark doesn’t notice her, he is still calling with Oliver.

Fay: Hello there, handsome guy!

Mark: Fay, I am talking with Oliver. I don’t have time for games like…. Woooooow! Who are you?

Fay starts to spin and within seconds she is sitting next to Mark. She grabs his phone and talks to Oliver.

Fay: Hi there. Mark will have a great evening. He will talk to you later. Bye!!

Mark: What.. What.. Who are you?

Fay: Oooh. Does that matter?

Mark: Where is Fay?

Fay: Don’t worry about Fay. She is alright. She is tired and went to bed. She asked me to take care of you. Please focus on me! How do you think I look?

Mark: You look.. you look spectacular! Your hair is so straight and long and your face.. Woow!

Fay: So you like me? You want to kiss me? Do you want to touch my body?

Mark: I don’t know you..

Fay: Forget about that! We get to know each other later.

Mark moves his head forwards to kiss Fay. Fay is more confident with the mask on and uses the situation. Fay and Mark move their heads to each other. When Mark’s lips meet Fay’s full, soft and green lips a shot of arousal shoots through his body. He never felt lips like this. He kissed with a lot of girls, but none of them had such great soft and full lips as the girl he was kissing right now. Mark can’t contain himself much longer. His hand moves to the back of her head and he opens his mouth. Their tongues meet each other and they start to kiss. Fay feels the arousal in Mark’s body. She knows she is in control right now. She grabs his other hand and puts his hand on her side. Mark feels the dress, it’s a strange material. It’s soft, but also very strong and it looks like the dress follows every curve of Fay’s body perfectly.

Fay starts to lean forward and while they kiss, Mark starts to move and within seconds he lies on the couch. Fay is on top of him and they are still kissing. Mark’s hand starts to move over her body. He releases Fay’s head with his other hands and with both hands he touches her ass. It’s a tiny but firm ass and he enjoys the feeling of the soft fabric that follows every curve of her ass. Fay feels Mark touching her ass and she enjoys it. She wants him to touch every part of her body. She stops kissing and sits straight on top of Mark. He looks disappointed.

Fay: Don’t look like that. You will get more very soon! Could you please unzip my dress?

Mark: Re.. Really?

Fay: Just do it!

Mark grabs Fay at her back and he searches for the zipper. When he finds it, he unzips the dress until the zipper stops right above her ass. He grabs the dress and starts to take it off. More and more parts of Fay’s flawless skin becomes visible. First her legs, after that her ass and after that her slim belly. When Mark takes the dress further off, he notices she isn’t wearing a bra. He is distracted by a pair of full B-cup breasts that aren’t affected by any gravity. Fay’s breasts are full and doesn’t move up or down. Mark takes the dress off and puts it on the ground. On top of him is a naked Fay. He doesn’t know it’s Fay, he sees a beautiful girl with an amazing body.

Mark: Am I dreaming?

Fay: You are not! Please, touch my body on every place you like.

Mark starts to touch Fay. First his hands are on her side. But they soon find their way towards her breasts. He just needs to feel them. Mark’s hands are sliding over Fay’s body. Her skin is incredibly soft and he doesn’t feel any bumps on his way towards her breasts. Via her belly his hands reach Fay’s breasts. They feel so full and strong, but also soft and warm. Mark starts to massage her breasts and Fay feels herself getting aroused. Mark’s hands softly squeeze her breasts.

Fay: Oooooh! Go on, go on!

Mark stops squeezing Fay’s breasts, grabs her at her back and pulls himself up. He starts to kiss her belly and moves up towards her breasts. When his mouth reaches her breasts he starts to kiss and gently bite her nipples.

Fay: Aaaaaaah yesssss!

Fay grabs Mark at his back and she hugs him very tight. Suddenly she notices Mark’s mobile phone. There is a picture of Charlotte McKinney as screensaver. On the picture there is Charlotte McKinney, wearing an overflowing black bra. The black bra is completely filled with an enormous pair of breasts.

Fay: *So he likes big breasts?*

Fay focusses on her breasts and feels she possesses the power to make them grow. She grabs Mark’s head and pushes it down to the couch.

Fay: You like Charlotte McKinney, do you?

Mark: What do you mean?

Fay: I saw a picture of her as your screensaver.

Mark: Ooh yeah. She is quite gorgeous, but you are gorgeous too!

Fay: I will give you some more if you’d like?

Mark: What do you mean?

Fay: Please, grab my breasts!

Mark doesn’t hesitate a moment and he grabs her breasts and starts to squeeze. A laugh appears on Fay’s face. She closes her eyes and throws her head back. She feels the power inside of her, urging Fay to release it. The power inside Fay builds up and when it reaches a certain level Fay can’t hold it much longer. She moans loudly and her body starts to change. Mark is still squeezing her breasts when he feels his hands becoming filled with more breast. He can’t believe his eyes, the girl’s breasts are becoming bigger. Fay is enjoying the transformation of her breasts. She feels power and lust moving towards her body. She can’t control herself, the mask gives her this unlimited powers and she doesn’t know how to contain it. Everything that she wanted for years is possible now.

Fay’s breasts are still growing. Mark stops touching them and looks how the breasts are growing. Bit by bit the breasts move forward and become bigger and bigger. However, they still aren’t affected by gravity. It’s like the breasts float in the air. Like they have a life on their own. Fay knows how big her breasts are right now and she stops letting them grow. With another loud moan Fay opens her eyes and moves her head forwards to look Mark in the eyes. Her breasts are now a full D-cup, rounder and fuller than any breasts ever seen on the planet.

Mark: What the fuck happened?

Fay: You like it?

Mark: You just let your breasts grew. What are you?

Fay: I am your biggest wet dream!

Mark: I can’t believe this. Please stop!

Fay: You don’t want me to stop. You want to feel my breasts and you want to make love with me!

Mark: I.. I.. I don’t want to have…

Fay knows exactly what Mark wants and she takes his shirt of. She leans forward so the tips of her breasts come in contact with Mark’s skin. When Mark feels the full D-cup breasts against his chest he can’t contain himself. He grabs Fay and starts to kiss her very passionately. With both hands he grabs her ass and pushes her down. Fay lies on Mark and her breasts are on his chest. She stops kissing Mark and sits up. With her long red fingernails she gently scratches mark on his chest and belly until she reaches his pants. With one move she unzips his pants and takes it off a little bit. Fay feels Mark is aroused when she touches his dick.

Mark: *Ooh my God, Ooh my God*

Fay pulls Mark’s underpants down and she starts kissing and licking his dick. She takes it in her mouth and does her job. Her full and soft green lips around his hard dick makes Mark crazy. With both his hands he grabs her breasts. He squeezes them as he feels his climax is coming. Those soft green lips, the warmth of her mouth and the tips of her big breasts that are touching his skin are making Mark crazy. He can’t hold it any longer and ejaculates inside of Fay’s mouth. She isn’t surprised and swallows every part of it. She removes Mark’s dick from her mouth and laughs.

Fay: Hmmm.. Did you enjoy it?

Mark: Oooooh my.. I am sorry I ejaculated so fast. But you were amazing! You lips are so soft and your mouth and tongue are so warm. And they did exactly the things that I like.

Fay: You don’t have to apologize. Please give me more next time! Now it’s time for you to go home. It’s already late!

Mark: Yeah.. Yeah you are right!

Fay and Mark both get dressed. She grabs her yellow dress and puts it back on and Mark grabs his shirt and puts it back on. Finally he pulls his pants up and they both walk towards the front door.

Mark: When do I see you again? Can I have your number?

Fay: I don’t have a telephone on my own. You will see me soon, I promise!

Mark: But.. How do I find you?

Fay: I will find you. You have my word.

Mark: If you say so. Please say Fay goodnight from me!

Fay: I will.. I definitely will!

Mark: Please, one last kiss..?

Fay: Why not. Come her you!

Masked Fay and Mark give each other one last kiss at the front door. Mark enjoys the feeling of her soft green lips and gives her a long and passionate kiss. When he is done he leaves the house and walks towards home, enjoying the incredible end of the night. Fay walks upstairs and enters her room. She undresses herself and steps in bed. Fay immediately falls asleep, tired of the events of that night.

***

The next morning Fay wakes up with a huge headache. She steps out of bed and grabs her pajamas. She thinks about the evening with Ellen and her ride back home with Mark. After Mark dropped her at home the memories about that evening become vague. What happened tonight? Fay knows something happened, but she can’t remind what exactly. Fay grabs her phone to check. She received a message from Mark. It says: ‘Hi Fay. Thanks for the ride back home. I really enjoyed it. Do you have the telephone number of you green faced friend? Thanks! Mark’ Fay: *Green faced friend? What is he talking about?*

Suddenly, Fay notices the mask besides her pillow. When she looks at it she starts to remind things. When she put the mask on, what it did to her and her body. And also how she and Mark kissed and how she gave Mark a blowjob.. That mask, it gave her an evening she always wanted. Fay looks at it and doesn't know what to do. It wasn't her who kissed Mark, it was her with the mask on. Should she confess it to Mark or use the mask again? It made her feel good.. I made her feel wonderful. It gave her powers nobody can understand. Fay grabs the mask and hides it under her pillow. She needs to think about it..


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