Erotic Memories
a Timber Grove Story
by TGTrinity

Paul and Tommy loved exploring the woods around Timber Grove. The Resorts had cut a lot of forested areas down, but there was still plenty to explore and now that they had just finished up Middle School they had all Summer to do so.

"Hey, have we been down this path?" Paul yelled back to his friend as he climbed a nearby stump. He was a little older than Tommy, and a little taller too. He had known Tommy since they were four, and he was typically the ring leader of all of their adventures.

Tommy on the other hand was very much a follower. Most of this had to do with the fact that he was on the chubbier side, and he just didn't like to stand up for himself. Whenever he was getting picked on this last year, it was Paul who came and defended him. Paul had even gotten one of the girls from their class to go to the 8th grade dance with him, mostly because she just wanted to be close to Paul like all the other girls did.

"No... I don't remember seeing it.

"Well, do you want to see where it goes?" Again Paul was trying to get Tommy to push himself, even though he could tell his friend was getting tired.

"I don't know, Paul... I'm pretty tired. That, and it's gonna be dinner time soon."

"Come on! It's the first day of Summer Vacation, we're both fourteen and our parents don't care if we're late for dinner." Paul then stared him down and smiled, and Tommy rolled his eyes and began down the path. As they walked they mostly talked about the girls in their old class. Paul again told the story of how he had made out with Missy Pullman, the hottest girl in school, and Tommy just hung on every word.

"Did you feel her boobs?" Tommy asked, almost tripping on a root as he did.

"You bet I did, and it was awesome!" They bumped fists like young boys do, and came around a corner where they saw an old cabin. "Oh, shit!" Paul said excitedly as he came to a stop. The cabin was in pretty bad shape, with broken windows and a front porch that was sagging. He could also see what used to be a chimney now lying on the ground in pieces. "Dude! Let's go in."

Tommy was frozen in his tracks. "Um... I don't think that's a great idea, Paul."

"Come on, no one's in there... look at the place."

"What if... What if a bunch of meth heads are in there? What if they have a knife, or worse: a gun?"

Paul looked at his friend and sighed. They had just come across the coolest thing possible, and yet he was getting cold feet. "Come on!" He was staring his friend down again, but Tommy was having none of it.

"Dude, let's just go back..."

"Fine, you stay out here alone and I'll go in a poke around."

"Hey, come on!"

"No, it's fine you don't want to go in, but I'm going either way."

Tommy huffed in place for a moment. "Fine, but let's make it quick." Paul just flashed a wicked smile and bounded towards the cabin. As they approached they could smell something in the air, but couldn't quite make it out. The front door hung ajar, so Paul grabbed the handle and slowly opened it. He peeked his head inside and was honestly relieved to find it empty, not that he would ever tell Tommy that. "It's fine, no ones in here."

Together they stepped into the cabin and began to poke around. It was all one room, with an old bed in one corner and a small oven propped in the corner. There were no electronics in the room that they could see, so both figured it had been empty for a while. A few pictures hung on the wall, mostly stuff that you would see at a motel, and there was a bookcase with one or two books still on it.

"Weird, look at these chairs..." Tommy whispered as he approached a rocking chair near the door. The chair was covered in dust, but other than that it looked like it was new. Even stranger was the fact that there was an identical chair on the opposite side of the room. "These chairs look way newer than all of this other stuff..."

"Hey, check her out," Paul said as he motioned over Tommy. On a small nightstand by the bed was a framed photo of a woman. She had blonde hair and was wearing a bikini that looked like it was from the 70's, but her body would have been appreciated by guys from anytime. "Man, she's super hot."

"Yeah she is," Tommy said as he picked up the frame to get a better look. He loved the way her tiny yellow bikini pressed her big breasts together, and he found that he was starting to get an erection. Not wanting to embarrass himself in front of Paul he put the frame back on the nightstand, but as he did he cut himself on a sharp corner of the frame. "Shit!" Tommy yelped as he brought his finger up to his mouth.

"What happened?"

"Nothing, the frame just nicked me."

"What are you two doing to my Sally!?" Both of the boys were frozen in terror at the sound of this new voice. They both slowly turned around to see an older man sitting in the rocking chair across the room.

"Oh my God, I'm so sorry Mister!" Tommy yelled as he held up his hands.

"We thought the cabin was empty, we didn't mean to do anything!" Paul added, sounding just as scared as Tommy.

"This is private property," the man yelled before his face softened, "but I guess boys will be boys..." He then smiled a toothy grin, although it did nothing to make the boys feel any better. "Looking at my Sally, were you?"

Paul looked over to Tommy who was still obviously in shock, so he took it upon himself to talk. "Um... Yeah, she's really pretty."

"Yes, yes she was. She passed away two Summers back, and I miss her something awful. Have a seat young man, and I'll tell you about her." He motioned for Paul to sit in the other rocking chair, but Paul felt that it was a really bad idea to hand around.

"That's okay Mister... me and my friend here gotta get back to town." As he said it he tried to grab Tommy's arm to help him out, but he remained completely still.

"I said sit down," The man said, all of the venom from earlier back in his voice, "Now don't make an old man ask again."

Feeling like he had not choice, Paul slowly walked over to the chair and sat down. This seemed to please the old man, and he began talking. "Now I met Sally when I was about your age. It was the Summer of '71 and we were both about to become freshmen in High School. I was a pretty good looking guy back then, but even I was nervous talking to sweet Sally..."

Paul wanted to speak, but he found that he couldn't bring himself to do so. A sickness was welling up in the pit of his stomach and he thought he would throw up at any moment.

"Sally was a year older than me, but she was what we called a late bloomer," as he spoke the words Paul watched in horror as Tommy began to shift and change. His body slimmed down drastically as he grew a little taller. He was wearing a pair of jean shorts with a green shirt, but they began to roll and stretch as his dark hair lightened and began to grow down his back. After a few moments his best friend now had the body of a very petite young blonde girl wearing a blue summer dress.

"See, she really wasn't much to look at that Summer... but I really saw something in her. The first time I came across her she was crying because some boys were making fun of her for having small breasts. Even with tears running down her face I saw that she was gorgeous, even without the tits that all the other boys wanted."

Paul, still unable to move, watched as the man got up and slowly walked over to Tommy. "That Summer we spent almost every waking moment together. Back then, Timber Grove was a much smaller town so there really wasn't much to do. Mostly we just stayed back here in the forest, talking about all we would do once we left this town."

The pain in Paul's stomach was rapidly spreading across his body, but he couldn't take his eyes off the old man. "She left right as school began, but before she did she met me right here on this very spot and we shared our first kiss." As he said it he leaned down and Tommy raised up on her tippy toes to meet his kiss.

"Stop! Why are you doing this!?" Paul suddenly yelled, the sight of is transformed friend getting kissed by some old man too much. "Change him back! Please, just leave him alone!"

"That school year I never heard from her... not even the year after that. It wasn't until my Junior year that I finally saw her again. She had gone over to Europe with her family, and felt that writing me would be too difficult. Do you remember how I told you she was a late bloomer? Well when I saw her again it was like seeing a whole new person."

Paul could see his friend changing again, and he felt a pain begin to grow in his hands and feet. "She walked down the hall at Timber Grove High and every head turned. She had grown a couple of inches and her hair was longer, but it was her newly formed breasts that caught everyone's attention."

Tommy again shifted and molded, with new breasts exploding from his chest while her ass filled out. The dress she was wearing tore at the middle, transforming into a pair of jeans that hugged her new ass and flared at her feet. The top half of the dress became a dark red turtleneck, and her new breasts filled it brilliantly.

While this happened the old man went back o his chair and sat down, and that's when Paul noticed that the man had changed as well. His grey hair had darkened and the wrinkles on his face had subsided a little.

"She was beautiful, and she now had the pick of any guy at school. She carried herself like a model on a commercial, and when she saw me she walked right over and planted a big kiss on me." Mirroring what the old man had just said, Tommy walked over to him and leaned down and kissed him hard on the mouth. Paul could see her slip her tongue into his mouth, and he wanted to jump from his chair and break the old man's nose... but he sat helpless and watched.

"Of course, that was the first time I'd ever had a french kiss... but it would not be my last." Tommy was now standing to the side of the old man, smiling down on Paul.

"Tommy? Snap out of it man! We need to get out of here!" Paul shouted when he felt his voice again. "Please, Mister..."

"That night we came out to these woods, again to this very place, and my Sally showed me some other things she had learned in France. She told me that on her eighteenth birthday her parents took her to a fancy bar to have her first drink. While at the party a handsome friend of her father's had taken her into a back room where they kissed, before he asked her to suck his dick."

Paul's eyes widened as his friend, who only minutes ago was a chubby fourteen year old boy, got on her knees in front of the old man and undid his zipper.

"Now I was shocked to hear that she had done such a thing, but I began to care less once she began to suck my cock like she did his."

Tommy freed the old man's dick and Paul was astonished to see it fully erect and much larger than any other penis he had seen. He then watched as Tommy began to bob her mouth up and down his shaft, he breasts jiggling under her turtleneck as she did.

"It was amazing, my young man. Her tongue swirled around my cock, and I just leaned against a tree and enjoyed myself. When I came, she didn't pull back and swallowed every last drop that I had." The man's eyes closed as he tensed up and held Tommy's blonde hair. Paul noticed again that the man was looking much younger than he had before, and in terror eh looked down to see his hands had begun to wrinkle.

"That was the first of many blow jobs in the woods from my Sally. Of course, I wasn't the only guy she sucked off, but I was the only one she let cum down her throat. That subsided me over my Senior year, and it wasn't until the Summer after graduation that we took it to the next level."

Paul felt weakness wash over him as the old man stood up and helped Tommy to her feet. "It was the middle of July when Sally told me to meet her at the beach. I arrived early to find a nice spot, and after a short wait I was greeted by the sexiest thing I had ever seen."

Tommy's clothes began to fold in on themselves before he was wearing the very same bikini as in the picture they had found. She looked like she could be on the cover of any Men's Magazine she wanted, and Paul reluctantly felt his pants tightening.

"This yellow bikini," the man said as he ran his stood behind Tommy and began to fondle her breasts, "nothing before or after has gotten me so goddamned hard. We had the beach all to ourselves, and she toyed with my by removing her top." She reached up and undid the strings around her back, and Paul was witness to the first pair of tits he had seen in person... Only he wished they weren't on his best friend.

The man was beginning to remove his clothes, and Paul saw how strong and muscular he had become. He now looked like he was in his mid twenties, with wavy black hair and a six pack to show off. Paul on the other hand had hands that looked like they belonged in a nursing home, and as he flexed them he felt a pain in each knuckle. He was also shocked to see he was now wearing a dusty old pair of slacks with a plaid buttoned up shirt.

"What... what have you done to us?" Paul asked through labored breaths.

The man ignored him as he slid out of his pants, his large cock still standing proudly. "I was completely naked by the time she slid off her bottoms, and she pushed me to the ground as she climbed on top."

There was nothing Paul could do as Tommy slipped out of her bottoms and climbed on top of the man. Silence filled the room as she placed her hands on his chiseled chest and slowly lowered herself onto his cock.

"She told me I wasn't her first, but i did not care one bit. When she took my cock into her slit, I felt like I was in Heaven..." The man continued to talk as Tommy began to fuck him passionately. Her large tits bounced up and down as she worked her hips over him, and she began to scream and shout things Paul had never heard Tommy say before.

"Her pussy was like butter, and it was tight as a motherfucker. Her hips did things that I didn't know were possible. And her tits? Goddamned best titties in the world!"

Paul felt his pants tightening as he watched his friend fuck this stranger. "When she got on her hands and knees, I really didn't know what she wanted me to do," he laughed as Tommy followed suit, "but i quickly found out that there were more than one way to fuck." He trusted into her from behind as their bodies began to get covered in sweat. "I was able to get really deep from behind, and she took it all like a goddamned dream. I told her that I was about to cum, and she told me to not stop... and soon I unloaded deep inside her as she clamped down on my dick like her life depended on it."

Paul then watched as the stranger came inside of his friend, and she seemed to love all of it. When he pulled his dick out, Tommy just panted for a few moments before getting to her feet. "Oh my God, Paul... that was incredible."

"Tommy? Is that you?" Paul's voice was now completely unrecognizable as his own, deeper and raspier to match his older body.

"Fuck, Paul... I'm so glad you forced me to come in here." She was feeling her tits, first weighing them in her hands before pinching her nipples. "Fuck! They're so sensitive." As she explored her new body the stranger began to get dressed.

"Sweetie, we have to leave soon," he said as he put an arm around her and kissed her neck.

"Ah... I kinda feel bad leaving him here like this," Tommy said as she came closer to Paul, "I mean, he is my best friend."

The stranger smiled at Paul as he pulled on a paid of new jeans and a black t shirt, looking like he was just an average college student. "Okay, I'll be waiting outside," ha said and they kissed for a long moment before he exited through the front door.

"Are you okay Paul?"

"I... I feel old..."

Tommy turned up her nose and frowned, "Well, you look pretty old too." She then stood up, still completely naked, and presented herself to him. "How do I look?" Paul didn't know what to say. She was the best looking girl he had ever seen, and his pants were still tightening. "You don't have to say it, I know I look fucking amazing. And speaking of fucking, sex is just the best!" She was talking like a regular college aged girl, as if nothing incredibly strange had just happened.

"Look, I feel bad that all of this happened... Is there anything I can do to help?"

"Help me... Tommy, help me..."

"Okay, but just for old times sake." She then knelt down in front of him and grabbed both of his elderly hand and placed them on her new tits. "Here," she said with a giggle, "these are what tits feel like."

"No... Help me..." Paul tried to say as she worked his hands over her breasts.

Tommy then got a kind of annoyed look on her face, "Ugh, fine... but you can't tell anyone." She then dropped her hands and undid his fly. She then freed his semi hard cock from his pants and began to work her hands up and down it. "Just one handjob, but then I have to go." She then tried to do her best to make him fully erect, but it just wasn't happening. Paul felt his heart beating faster as he tried, and it was making it to where he couldn't speak.

After a few minutes of her trying to get him hard, she finally gave up. "Whatever, you can't even get it up for this," she said as she bounced to her feet and grabbed her tits. "Or this," she added as she turned and smacked her ass. "Can't say I didn't try, Paul."

She was now putting on a white skirt that had appeared on the bed. "I promise to come visit as often as I can, but I bet I may be busy fucking... Did I already tell you how great fucking is?" After pulling a little pink crop top over her head she tried to get it to cover all of her breasts, but the bottoms were still showing. She then put on a pair of white heels and smiled at Paul, "Thanks again for bringing me here, but I bet your wishing you'd listen to me, huh?"

After kissing his wrinkly forehead, Paul watched as she bounced out of the Cabin. He sat in the rocking chair, mortified as he thought of what the future held for him. "Tommy... Help me..." He tried to call after her, but he could hear her giggling growing fainter and fainter as she walked the trail home with the mysterious stranger.

"Tommy..."

///// THE END

If you appreciated this twisted story, please visit my personal site at TGTrinity.com. The site has exclusive stories that have been commissioned, as well as info on how you can commission me to bring your ideas to life. I'd also invite you to visit captions.tgtrinity.com to see my new work with captions as well as my Patreon page at patreon.com/tgtrinty. (CAUTION: All mentioned sites have explicit content.)