She hugged it tightly, making Charlotte's angry face visible on the poodle's nose before her endurance gave out.

*POP!*

Mila looked at the scraps with tears in her eyes. "Whaaa?"

"Put it in the machine Mila, they can recycle her...the balloon."

"YAAAAAAAAAAAY!"

They dumped Charlotte's scraps back into the machine. It hummed and rattled, melting the scraps back together into a new balloon, leaving Charlotte to wonder if being reassembled like this was a better or worse situation than the one she was in.

*DING*


The fair worker once again spun and twisted Charlotte into a fantastic balloon animal for Mila.

"Yaaaaaay!"

Vissa had to stop her from squeezing too hard again. "Don't pop her...err, it...again. We have to get going. How are we supposed to get backstage to meet Zoe anyway?"

Mila tilted her head in deep thought. "Oh...uuuuuh, I'm not sure. I guess we just walk over....there?"

A shadow fell over Mila and Vissa as they spoke. A large, muscular man wearing a white t-shirt, with SECURITY written in black letters, stood before them.

"Hey, you Mila? Day asked me to be bringing you and yer friend backstage for meeting with Miss Zoe."

Vissa smiled. "That's us! We just follow you?"

"Yup. Just come dis way and...'ey is she alright?"

Vissa turned to Mila and facepalmed. She should have known this would happen with a handsome goon approaching.

Mila was a drippy melty mess. She was already a pink puddle below the knees. She was leaning forward, eyes telescoping out to study the specimen of hunk before her. Drops of her bright colorful clothing were falling to the ground as she lost balance and cohesion.

"I like this one Vissa, let's keep him."

Mila's thighs kept spreading into the puddle as she spoke. Once she sank down to her hips, she lost all balance and tipped forwards. Her body splashed into a mess of colors, pooling and bubbling on the pavement below.

Vissa rolled her eyes, and dug around her pockets, pulling out a giant mop. "You...run ahead, I'll just gather her up first."


Sonia's boiling intensified, completely becoming a cloud of pink steam, until Molly zapped it. The cloud became a pink whirlwind that resolved into Sonia's normal shape.

Sonia held her forehead, clearly focused on staying on her feet. "Whoa....you need to warn me before you do that hon."

Everyone laughed, mostly because Sonia was right. Pepper gave her a nice big hug to steady her.

Zoe even gave a slow clap. "You are pretty spectacular out there Pepper. But I do have to, I came here for more than just saying hello."

"Oh?" That made Pepper turn from her embrace of Sonia.

Zoe pulled two tickets out of her back pocket. "I thought Sonia could use a good outfit for tonight." Zoe handed Pepper the tickets and walked towards the stichanator.

Pepper raised an eyebrow while looking at the ticket. "For Sonia though? What do you have planned."

"Just a fun night out with a friend. Besides..."

Zoe leaned back, letting her braid slip into the machine.

"You still get to play with Jess, and I think we owe a mutual friend a visit."

*WHRRRRRRRRRR*
"WHEEEEEEEEEEEEE!"

Zoe's braid frayed into dozens of black threads. Then her smiling face into tans and beiges. Zoe wiggled with glee while her body scattered apart, drawn into the machine, spun around, and recombined.

"Aaaaahhhh..."

Sonia cautiously walked to the machine's exit, already blushing and struggling to maintain her composure. When the machine got quiet, a black top with straps and accents that matched Zoe's skin.

To call it only low cut would be generous.

Sonia picked up the scandalous top by the straps. It still had her friend's warmth. "Is...is it really okay to put this on? I'm not even sure I can fill this out!"

Zoe's eyes opened on the cups of the shirt. "Come on! We're going to have fun!"

Sonia jumped back, dropping Zoe back on the table. "Wait, you can feel this?! So then..."

Zoe's eyes winked. "Yup! Every bit. I want you inside me."

"Oh....dear..." Sonia start sweating globs of her colors, melting so fast she would make candles jealous.

*SPLASH*

* * *
Sonia walked out, her loose fitting Zoe bustier top leaving little to the imagination. Pepper was with her, wearing a respectably modest brown blouse with purple frills.

"I have to admit, Jess is pretty comfy. So, where did you want to eat? Steak? Sushi?"

"I don't know...ack!" Sonia brought her hand to her chin to think about it, but quickly lowered it back down. Zoe was slipping off her. "Damnit Zoe, pick something better fitting next time!"

They didn't get much further in the conversation before hearing a very smug voice. "So I said, 'Look out!' and let the machine stretch her out. You should have seen the look on her stretched out face!"

They peeked over the bridge in the path, and saw Cassie. As usual, she was surrounded by a pack of 10 guys thinking they stood a chance.

Pepper pointed at the green haired woman from a distance. "Oh, I remember her. How she convinced Allison to be her shirt is beyond me, but she insisted. Only customer we had all week that complained about her friendly clothing."

Sonia frowned too. "You know, I think she actually gets off on turning guys down. Don't they know their wasting their time with her?"

Zoe's eyes popped open again. "Quick! Run over there. I've got an idea."

Jess's voice came out of Pepper's top. "Oh no, you doing that again? And what are we going to do with them, take them to get sushi with us?"

Pepper shrugged. "Hey, we can afford it. We can invite them to tomorrow's show, bring in more business."

Zoe's eyes closed as if she had a satisfied smile. "Awesome! Sonia, just run over there and act like you want them to come over here."

Sonia looked worried. "You sure? I'm no slouch, but how...?"

"Trust me."

Sonia and Pepper looked at each other, and walked closer to Cassie's crowd. They reached the nearest light post, unnoticed by them.

That's when Zoe spoke up. "Okay, now! Say hey boys or something."

"You want me to what?!"

"Fine. HEY!"

The crowd around Cassie turned to Zoe's shout. Sonia scrambled to think of something to do, and needed Pepper to grab her arm to help her wave.

"Uhh... Hey guys! Can you help a girl out? We're looking for a crowd to get dinner!"

There was some grumbling amongst the guys.

"Who is that?"
"I mean I am kinda hungry."
"And they are cute."
"Yeah but Cassie's got these great stories, what's her number again?"

Cassie stomped. "Sonia! I appreciate your enthusiasm, but come on, this is a private party. Go back to the snack bar, I'm sure you can find some slouches still there in your league if you wanted them."

"Hey what?"
"Did she just call us slouches?"
"Who cares she's still hot."

Sonia practically had a sweat drop hanging over her head. She muttered under her breath. "Zoe! What the heck were you thinking?!"

Zoe's eyes opened just a little. "Sorry, I didn't think you would go for this if you knew."

Pepper raised an eyebrow. "What?"
Jess answered. "Just enjoy the show."

"EEP!"

Sonia felt two warm ... bites? ... from the warm fabric of her friend latching on her nipples.

"Well Sonia, you said you barely filled me up. It's time we fixed that."

*HIIIIISS*HIIIIISS*HIIIIISS*

Sonia felt the rush of air into her breasts. She tried to act natural, but her face was turning beat red. With each breath from Zoe, she grew another size, filling and stretching and even overflowing her friend Zoe the shirt.

Pepper gave a long slow whistle. "Niiiiiice. I need to invite you two over more often." She looked down. "Jess, could you-AAAAAH!"

*HIIIIIISS*

The crowd around Cassie wasn't blind to what was happening.

"OH YEAH!"
"LET'S GO BOYS!"
"I LIKE SUSHI!"

The color drained from Cassie's defeated face. "What? No, come on! I haven't even gotten a chance to reject any of you yet!"

The crowd cheered and ran towards Pepper, visibly a little bigger, and Sonia, quickly approaching "Keep sharp objects away from her" sizes. They were so blinded by the new pair of beautiful women, they forgot the one in their path.

"ACK! OOF! STOP! AAAAAAAARG!"

While a busty Sonia and Pepper took their new friends to dinner, Cassie lay stomped into the ground. A full 20 feet long and 8 feet wide. Strands of gooey green hair and stretched out mid drift came from the footprints of her former floozies.

Cassie's hat fluttered to the ground beside her. It shook a few times before popping back into Phoebe's normal shape. "Aaack! I told you this was a bad idea. Let me get a restoration beam for you and Ally!"