James’ latest girlfriend was a supermodel.

And not just some really beautiful gal that probably could have gotten a job modeling or acting at one point or another in her life; she was an honest-to-god supermodel.

Alice had known James for about two years, since he had moved in to the apartment across from her. The two had never gone out, despite a mutual attraction for one another, because one of them had always been involved with another person whenever the other one wasn’t. Alice had always considered it bad timing, since she always felt that she and James would be a great pair.

A few days ago he had introduced her to his new gal, smiling and looking quite proud of himself. The supermodel, Isabella, was wrapped around James’ arm like nothing could ever make her let go, simpering and gazing longingly at her boyfriend’s body.

Alice honestly felt a stab of jealously as she saw the two together, and more than that she felt like she couldn’t even compete. It didn’t happen often – Alice thought she had a smashing body. Working out regularly had provided her with sumptuous muscle tone and nature had provided her with a more-than-ample chest. Combine that with bright red hair and an angelic face, and she knew she was quite the catch for most every man.

But in front of Isabella...well, Alice didn’t feel ugly, but she didn’t feel quite as dominantly pretty as she usually did when around other women. Not that she was a snob or even that vain, but she took solace in the fact that she was typically the best-looking girl around.

Isabella, on the other hand, could make traffic stop. Hell, she could make traffic jams, if she bent over to adjust the straps on one of her characteristically high heels. As if it wasn’t enough that she was making millions of dollars a year, Alice had to admit that she did deserve it for just being so mind-blowingly gorgeous.

She wasn’t the normal stick-thin model that was basically just a clothes-hanger for the latest fashions. No, Isabella was a Brazilian with a bountiful bosom and a gorgeous, exotic face that practically dripped sensuality. Her curves seemed unreal, exaggerated like an erotic drawing of a teenager’s wet dream. Alice was certain her breasts were fake but they certainly moved like real ones. They sure seemed bigger in person than they ever did in the pictures. It was as if nature had put everything sexy about women straight into the body of Isabella.

But the initial uncomfortable feeling Alice had when meeting Isabella didn’t last long. After formal introductions, Alice was invited over for a delicious dinner, which Isabella cooked, and afterwards they all got sensationally drunk. Maybe James wasn’t, she couldn’t quite remember.

Alice certainly did get smashed, though, and she was fairly sure that Isabella was too, what with the way that the Latin beauty was practically giving James a handjob right in front of her on the couch. At first Alice protested, suggesting that maybe she should leave, but then Isabella just explained in her thick, sexy accent that she was a young hot babe in love, and she just couldn’t control herself around a hunk like James. He was looking at her, as if he knew what she was thinking, smiling the entire time.

Alice shrugged it off though the haze of wine. Fair enough. James was quite a hunk, wasn’t he? It was too bad Isabella had beat her to the punch.

The next day Alice had a little trouble putting on her clothes before going to work. Her white blouse felt tight underneath her work jacket, and the dark-colored slacks she was going to wear were barely able to come up across her hips. She supposed that she had just eaten more than she should have the night before, a little bit bloated from too much salt, perhaps. At least she (somehow) didn’t have a hangover. She didn’t know it was possible to drink a whole bottle of wine and not feel bad the next day. That Isabella really knew how to have a good time.

Alice worked at an accounting office where she had finally made upper management only last June after working there for four years. She was getting the respect she deserved, not because she was pretty but because she was good at what she did. Alice loved her job and her work reflected it. Even though there was a high-profile report due the next week, she didn’t stress. It would get done in due time.

After work Alice worked out. She had resolved earlier to burn off the fat that she had collected the night before, and allotted another half-hour to her itinerary. It turned out not to be necessary. When Alice changed into her workout clothes, a bright blue spandex two-piece consisting of a pair of very short shorts and a somewhat-revealing sports top, she was a little puzzled when she looked at her reflection in the mirror.

She looked fabulous. Overnight, it seemed, Alice had gotten the kind of sleek, sexy muscle tone that she had been striving for ever since she started working out. Even her skin looked more tan. And there was something else, as well. Her waist seemed to be a little slimmer, and...had her hips gotten wider? Was that even possible?

She was willing to admit that maybe her breasts had enlarged a bit because of the over-eating, but now with the hips thing...could it all be a coincidence? Regardless of the cause, the effect was tremendous. She filled out her already-tight workout clothes, her somewhat-revealing top revealing much more than just somewhat, and her shorts riding up higher on her widened hips caused her tight, taut buttocks to be molded perfectly by the spandex.

Before she started working out, she made a mental note to buy new clothes in a new size before her next session. She want to have to look sexy when she worked out, even though, she admitted vainly, it was hard not to with a bod like hers.

When she started running on the treadmill, she noticed that all manner of eyes were on her: men, women, young, old. She saw James walk in, and waved to him cheerfully, glad to see a familiar face looking at her rather than all these strange ones. He didn’t say anything to her, just looked for a bit, and then went off to the pool.

Alice felt much better after that. It was nice to see a friend. One group of high schoolers lifting weights didn’t stop drooling the entire time she ran. She found it exciting, despite herself. Her chest bounced joyfully as she ran, even though her sports top was tight as could be. Alice’s energy seemed endless, she continued running at top-speed for that extra half-hour anyway, and didn’t even feel winded when she was done. She was sweaty, but it only highlighted her tanned, toned musculature, sleek sexy muscles shining in the eyes of her onlookers.

She edited her mental note to buy new clothes before her next session, this time making sure that she remembered to buy several outfits in the same size she had now, in all different colors. A little variety couldn’t hurt. It was fun to be sexy when she worked out. It was fun to be sexy all the time, she thought with a giggle.

That night she had another excellent dinner with Isabella and James. Isabella was dolled herself up for the occasion, wearing a tight red dress that showed off her curves in all the right places, with matching red fishnet stockings and red four-inch platform heels. The red silk choker around her neck, with the bow attached, was probably a little much, but Alice didn’t mention it. She did, after all, look smashing, though more like a pin-up girl than a classy supermodel. Had her breasts gotten bigger too? Alice couldn’t tell, she was too busy noticing how delectable they looked.

While she ate Alice noticed all the new things that had cropped up in James’ apartment: Plasma screen TVs, three of them, a surround sound system, new expensive-looking furniture, and a brand-new computer set-up, to name a few.

Alice asked them about it.

Isabella giggled before she responded, making her tits jiggle in her form-hugging red dress. “Oh, well, James and I went to the store today, and he mentioned all these things, and well, I certainly have the money . . .” She giggled again, her tits dancing with her lilting voice. “Besides, how could you say ‘no’ to a gorgeous face like his?” She smiled, staring adoringly at James’ plain features.

Alice had to agree with her there. She remembered at one point thinking James wasn’t anything special in the looks apartment, but that was certainly just her mind playing tricks on her. He was a total hunk, and he had a face to match. She could probably cream her pants thinking about him.

The thought struck her like a lightning bolt. She probably could finger herself thinking about him. Maybe she couldn’t have him to herself, but it was the next best thing. Besides, she needed to relax a little bit more anyway. A babe like her should be able to frig herself whenever she wanted. James was looking right at her, smiling.

The rest of the night was a blur. Memory loss after heavy drinking was usually associated with a killer hangover, but Alice woke up feeling incredibly great. In the shower, rubbing her wet body, she started to remember some details. Had Isabella gone down on James? Right in front of her? That was so hot, they were so hot for each other they didn’t care who saw...Alice remembered fully now, she had fingered her pussy as she watched, pulling down her navy blue knee-length skirt, ripping off her panties, sticking her fingers deep into her needful pussy, just like she was doing now in the shower, Isabella going down on James and James the hunk the sexy man James cumming right in her mouth and oh fuck she was gonna cum right in the showerrrr…

Alice came three more times before she made it out of the shower. She only meant for it to be twice, but on her way out she remembered how James had slapped her ass, and whispered in her ear, “Keep up the workout, Toots. You like great.” She remembered she had cum straight away, right then, right when he called her “Toots.” It was such a girly name to call her, because she was a girly girl. She giggled at the memory, stepping sideways out of the shower.

When she had dried off, Alice spent more than an hour admiring her body in the mirror. She had time, it was a Saturday.

Fuck, but she was looking hot. Her body had gotten curvier overnight again, her tits had grown by inches, looking full and round like big, sexy, fleshy melons. Her nipples were constantly erect, looking at her body made her excited and getting excited made her nipples erect. And made her pussy warm. She giggled, and watched the show in the mirror as her tits bounced. That made her giggle again, and the process repeated.

Her hips had gotten wider, again, her waist narrower. She looked yummy. A new change today was her hair – used to be it had been cropped short, ending before touching her shoulders, but today it looked like it had lengthened out a bit, past her shoulders, not to mention getting substantially thicker. It was nice before, but now it was lustrous, full and thick locks (and had it gotten redder?) framing her sexy face. And that was another change. Her lashes had gotten longer, her cheekbones higher. Her lips looked fuller, sexier, perfect for sucking a dick, maybe.

Alice giggled at the thought. She wondered, briefly, if she should be getting scared at all these changes. And then she looked at her body again and giggled that thought away. What on Earth could be scary about something so sexy?

James came over in the afternoon, saying that he wanted to watch Isabella on TV with someone. Alice was wearing a tight pair of pink sweats that she had never imagined herself actually wearing, but now she thought they looked great. The top couldn’t reach all the way over her big yummy tits, so her tanned, sexy midriff was showing. Her curvy cool bod made everything look great, she giggled.

The two of them sat on the couch, watching gorgeous Isabella be interviewed by the pretty blond hostess. Isabella was dressed in a neon pink skirt with a matching halter that put her fantastic body on display, combined with bright pink stockings and pink platform sandals with little bows on them. Alice loved that they were wearing the same color.

“Now, Isabella,” the young hostess said, “We’ve heard you have a new boyfriend.”

“That’s right, Darlene,” Isabella said, her sexy accent tingling Alice’s pussy.

“Now what kind of a man would make a world-famous supermodel dump someone like the Prince of Hurembourg?”

Isabella giggled. “Only the sexiest, hunkiest man in the world, of course.”

Alice giggled right along with her, putting her hand on James’ thigh and rubbing it affectionately. He did nothing to remove it.

Darlene smiled. “And what does this hunk do for a living?”

“Oh, well he used to be a research assistant at this university, but he quit that job when he hooked up with me. Like, I’m rich enough for both us.” Isabella giggled again.

“Oh,” Darlene said, looking a little surprised. “So you handle all the financial aspects of the relationship, he must take care of the home?”

“Oh, goodness no! I do all our cooking and cleaning. A hot babe like me belongs at home, taking care of her man.”

Alice groaned as her pussy suddenly lit on fire. She looked at James pleadingly. He was already looking at her. “Do you mind if I...” She let it hang.

James smiled. He had been looking at her the entire time. “Be my guest, babe.”

Alice dug her hands into her pants, fingers climbing into her already soaking wet pussy. God, as if it wasn’t enough Isabella was soooo hot, she was just soooo right…

Isabella kept talking. “I mean, I’m gorgeous, so I shouldn’t have to think... my man can do all that kind of thing for me.”

“Well, that certainly is a very…antiquated value…” The hostess stammered.

Isabella continued to speak, ignoring her. “Hot girls belong in short skirts, stockings, high heels, sexy tops, flirty fun clothes that let a guy know you’re not too bogged down with anything too serious, like thinking.” She giggled. “I’m not saying girls shouldn’t think, but all they need to think about is stuff that girls ought to care about. Things like I already mentioned that I do, all the cleaning and cooking and sewing, of course, but also the more important things: sucking cock, letting your man fuck you whenever and wherever he likes, looking gorgeous at all times of the day, waking him with a blowjob...”

The broadcast suddenly switched to a commercial. Alice didn’t even notice, she was fantasizing about James and Isabella living in a giant house, Isabella dolled up in lingerie to cook dinner, and James coming up from behind with his pants down, fucking her over the counter while she basted the chicken...

When Alice awoke from her post-cum nap, James was gone. She giggled softly, thinking she must have given him quite a show. She got up and walked over to James’ apartment to see if maybe she could show him something else while Isabella was still gone. The moans and screams she heard coming through the door were enough to let her know that she was a bit too late for that, though.

Interested, Alice pressed her ear to the door.

“Oh James!” Isabella cried. “Oh god. My man, my manly man, oh fuck, oh fuck me please! Oh fuck your toy, fuck me, fuck your little pet, your personal supermodel fucktoy pleaseeeeee!!!”

Alice’s fingers had made their way to her pussy once again, bypassing the paltry defenses of her skin-tight sweatpants. She could see it in her head as clear as day, James had lifted up Isabella in his strong hunky arms and she had wrapped her legs around his waist and he was pounding her against the wall and pounding and pounding and…

James opened the door when he heard Alice cum happily in a scream of bliss, having himself finished minutes earlier. He whispered something in Isabella’s ear, who was sitting with a smile on her face on the floor, and took off back into the apartment. Isabella disappeared as well, but came out again after a few minutes, dressed in a violet minidress, the outfit complete with ruffled purple stockings, ribbon-laced platform purple sandals, and a wisp of a purple lacy collar around her neck.

Alice giggled from the ground, looking at her while still feeling the euphoric effects of the cum. “You look goooood.” She intoned.

Isabella giggled, and bent over to help Alice up. The closeness of the Brazilian beauty to Alice’s body made the red-headed babe feel ready to cum again. Isabella seemed to feel the same way. Right before they started kissing, Alice could have sworn she saw James in the doorway again, but she forgot about it, lost in the sizzling sensation of Isabella’s soft, delicious lips.

A few hours after their make-out session in the hallway, Isabella offered to take Alice shopping for some new clothes. She knew that masturbation could only go so far, and that Alice needed to get herself a man. Someone that would fuck her sillier and show her how to serve. To do this, the supermodel explained, she would need better clothes.

Isabella had all kinds of opinions on clothes. “Hot babes, you know, have long legs, big sexy tits, gorgeous asses, you know, like you and me do.” She giggled and Alice giggled with her.

Isabella thought she was a hot babe! How great was that?

“Well, so like, we have to dress to um…you know, accentuate our bodies.” Isabella giggled.

Alice suddenly felt very bad. “But all my clothes at home like, pretty stuffy and um, stuff. Why do I have so many of those if I’m a hot babe?”

Isabella giggled, her tits dancing as she drove well over the speed limit, swerving erratically all over the road. “Oh baby, don’t you worry about that. James is taking care of it.”

Alice giggled again, feeling better. If James was taking care of it, then why worry?

When they got to the mall, Alice got a whole new wardrobe. Mini-skirts, micro-mini skirts, mini dresses, lace lingerie, heels – anything that made her body look good and her brain look small. That was important, Isabella reminded her, she always had to look like nothing but sex was on her mind and nothing but sex ever could be on her mind. When she bagged a man, that was when she could show him how good she was at all the other really important stuff like cleaning, cooking, etc. Bright colors helped with that, she said, so Alice didn’t pick up anything dark. Everything was bright red, sunshine yellow, tangerine orange, sky blue, neon purple, anything that made her stand out even more.

They paid for nothing. Isabella explained that hot babes were naturally good at sucking cock, so of course they should do it as often as possible. Of course, James liked it when Isabella spent her fortune on him so she did that as often as possible. Alice gave the clerk at each store a nice long blowjob, and he let her keep her clothes for free. Alice, giggling, thought about how much fun the barter system was.

Isabella demonstrated how effective it could be on the way home. She had been going ninety miles an hour in a school zone, swerving all over the road as she and Alice exchanged dirty jokes and giggled at each one. The officer that finally pulled her over was by himself. They eventually parked behind an old warehouse beside the side of the road.

The full body search against the wall probably wasn’t necessary, but Isabella insisted on it, wanting to prove her innocence, she said. The officer took his time running his hands over Isabella’s skin-tight outfit – Alice assumed he must have thought some sort of weapon was surely hidden around her ass, because he spent a lot of time fondling it. With a man-melting pout on her face, the Latin temptress swore she would never do anything bad ever again, if the big hunky Mr. Policeman would let her go just this one time. She must have been very convincing, as she only had to make him cum in her mouth once before he said they could be on their way. All the same, Alice coaxed him up to another hard-on and sucked him off again. Practice made perfect.

That night Isabella and Alice partied together in James’ apartment, getting wildly drunk before eating each other out in a frenzy of fevered lust. It was funny, but Alice was sure she had only gone over there to begin with because she needed a second-opinion on how one of her new thongs made her ass look. It was funny how the simple things could lead to hot sexy sex.

James was gone all night, coming in at four in the morning with three extremely blond and even more extremely stacked walking Barbie dolls doting on him. Alice was fairly sure they were triplets. Isabella sighed in adoration, saying drunkenly that she loved how James was too much of a man even for her. Alice, before sinking her giggly head down onto Isabella’s cunt another time, mused that she wished James could show her how manly he was.

On Sunday Alice slept in and played with herself all day, stopping only to order a pizza that she didn’t pay for because she sucked off the delivery boy. When his boss came by later to demand payment, she sucked him off too. Most of her fantasies when she fingered herself revolved around dolling herself up in a white mesh mini-dress and going to the church, seducing a married man while his wife worshipped at the altar. Maybe his son, too…they could bang her as a team. She giggled helplessly, like she had been doing all day.

When night came, she went invited Isabella and James to come over to her place. She cooked them a scrumptious dinner, which she didn’t consider strange even though she had barely ever cooked before. As was par, the girls got sensationally sloshed while doing a strip tease for James. Alice eat Isabella’s pussy as the lucky babe got to suck James’ cock.

The next day Alice showed up to work in a forest green mini-dress that barely covered enough skin to be considered legal. It had no back, a halter with a skimpy little strap that went around her neck, with a diamond-shaped hole right over her cleavage. Green stockings adorned her perfectly tanned legs, matching green five-inch stiletto heels on her legs. She had gotten even sexier, she noticed in the mirror when she woke up. Her tits were even more titanic, hips wider, waist narrower, her ass a little more bubbly, her legs…longer? She giggled, that was certainly new, but not unwelcome. Guys loved long legs. They loved long sexy thick hair too, and she had plenty of that. Her fiery-red mane reached down almost to her ass. She played with her new tits in the shower, tweaking her nipples until she came. Her new lingerie bras wouldn’t fit anymore, but she could always go out and get more.

The big report was due in two days. Alice needed to finish it or else she’d lose all respect at the office, not to mention her job. It was imperative that it get done, and Alice knew this. She decided to spend most of the morning getting fucked by the mail boy in the closet, and after lunch she spent the afternoon on her knees, sucking off anyone she wanted. She was a scorching hot babe, and she fucked who she liked. Who could resist her? Her reflection in the mirror made her want to fuck her. Guys couldn’t keep their tongues in their mouths when she was around, or their eyes in their sockets. She encouraged them, playfully grabbing their hands, placing them on her hips, her ass, her tits. They got the right idea, she made sure of it.

When she was done there, she went to workout. She had forgotten to pick up new workout clothes, but that was alright. Her new proportions made her blue spandex look like a bikini. A very skimpy, very tight string bikini. Men walked into walls when she passed them, sauntering and swaying her gorgeous ass while she moved. Her tits bounced around happily even when she wasn’t giggling, though she was giggling most of the time. She bent over constantly to make sure men were looking at her ass, untying and retying her shoes. She blew kisses to anyone who hollered out a catcall or a whistle. Women stared too, more in lust than any sort of jealously. Alice was hot, she was a major babe, she was a fuckable bimbo, she was a super gorgeous sex goddess and she wanted everyone to know it.

She found the group of high schoolers from the other day, picked one at random, and led him to a quiet place in the back of the men’s locker room before wrapping her puffy red lips around his sweet meat. He couldn’t have been more than eighteen.

Alice decided to walk home, to pick up a fella who could fuck her sideways all night long. She found two of them. She felt bad for not partying with Isabella again, but she was sure that the Latin hottie would understand. She just had to get fucked!

The red-headed babe giggled when she woke up in the morning. The men were gone. They had fucked her all night like she was silly hot brainless bimbo babe, which of course she was, and then they had left before she was even awake. They had used her. She giggled at the thought. It was too bad they left, she would have cooked them breakfast, and probably sucked their cocks while they were eating it…oh well. An idea for another day.

Alice was about to take her shower, licking her lips she remembered the last few that she had enjoyed, when she saw an overturned picture frame on the bedroom floor.

Well, that wouldn’t do at all, she thought, she had to keep things clean or else men might start to think she couldn’t handle a house for them. Setting the gold-framed picture back on the desk that she had been bent over the night before, Alice gasped.

Immediately she went over to James’ apartment, stopping only to put on a pink silk robe and a pair of pink pumps. He answered the door, half-naked, and Alice couldn’t fight the temptation to swoon. Her knees felt weak, like they always did when big, strong men were around.

“What’s the problem, sugar-lips?” He asked her.

She showed him the picture. “James, there’s like…strange people’s photos in my room! What’s happening?”

James laughed as he looked at the picture. It was Alice, before he had stolen Dr. Garrett’s research, before he had decided to make her…better. A little more suitable for what women ought to strive to be.

He could understand her confusion. Besides making sure that a lot of things would make Alice confused, James had also made it so she also looked absolutely nothing like the girl in the picture. The girl inside the gold frame was very classically pretty, like maybe one of the femme fatales from the old movies.

Not bad, of course but nothing like the sex bomb that stood in front of him now, pale pink robe half-opened to reveal an enormous rack that defied gravity and would do so forever, blemish-free tanned skin, a bodacious bootie, gorgeous legs, a tumultuous mass of red hair that cascaded down her head like a fiery waterfall.

But all of this with the same pretty face could have been mistaken for the old Alice. Which is why, of course, James changed her face. Her cheekbones could be classified as sexual organs they were so erotic, her lips were constantly pouty and puffy, her eyes had become greener, larger (he just loved a gal with big eyes), her eyelashes longer and thicker. There wasn’t a hint on her that didn’t ooze sex appeal.

Isabella, of course, hadn’t needed as much work. Or any at all, really, she was already more than lovely. But James couldn’t help himself, and modified her anyway. With a smile he remembered that he had ordered her to have a dinner party for all her old friends in the business that night. He already had a supermodel for himself, why not seven or eight? He knew he deserved it.

With a brief burst of concentration, James changed the picture so that it showed Alice in bright yellow lingerie on her knees, unzipping the pants of a grocery clerk in a crowded parking lot, her hands covered in frilly yellow lace gloves.

“There we go, sweetcakes,” he said. “All better?”

“Oh yes James,” she cooed, not even looking at the picture. “I’m always better when you’re around.”

Alice breathed deep as she looked at the love of her life, the hunk beyond all hunks. She could probably fuck him for ten years straight and not get tired of it. She giggled, and then giggled again when he looked at her jiggling chest. James looked very intently at her gorgeous tits.

Struck with a sudden inspiration, she ripped off her robe and laid down on the ground, giggling uncontrollably as James stripped off his boxers and mounted her, putting his huge cock between her tits. He was so big, she could suck the head of his rod while massaging the shaft with her big, silky soft boobies.

She forgot about work, about responsibility, about the big report that was due the next day. What did those matter when she had a man who needed to be pleased?

With a muffled moan, Alice wished desperately she could be his girlfriend, but she didn’t want to infringe on Isabella’s territory. That wouldn’t be very nice of her at all, not after she had told her how to be a proper bimbo babe. But, as James looked at her, right before she came with the excitement of sucking her hunk’s cock, she thought – Maybe the two of them will need a maid?