Stan choked out a helpless cry as Wim-la examined his flaccid penis.
"Why you not ready?" she asked slowly.
"Put him DOWN!" yelled Athena, as she rushed over and tried to grab Wim-la. All she could reach was the ogress' leg, and she was not nearly big or strong enough to threaten the ogress. It looked like a toddler wrestling with an adult.
With a casual kick of her foot, Wim-la sent Athena sprawling to the floor, her beard flapping in all directions, and Brent's cloak (which was now too small to cover her anyway) ripped in half as she struck. The ogress walked over to a pile of junk, carrying the flailing Stan in one arm, and pulled out what looked like a purplish piece of coal. She walked back to her cooking-fire and tossed the purplish coal into it. A sweet-smelling smoke started to rise from the fire, covering up at least some of the disgusting smells in the cave. Wim-la held Stan's face in the smoke, and his struggling slowed down. The rest of the group watched in a mix of horror and amazement as Stan's limp cock sprang to life, hardening into an erection.
A look of pure lust washed across the ogress' face. Stan's mouth opened and he started to pant heavily. Wim-la gingerly held Stan with one hand as she pulled her own dress off, revealing her massive, sagging boobs and a thick vulva with sparse, but long curly hair sprouting from it. She switched to holding Stan with two hands again, more gently this time, and lowered him between her legs. Spreading her feet apart, she started to thrust Stan's cock into her huge pussy, slowly at first, then faster and faster. Stan moaned loudly.
"What are you doing?!" cried Zoe, and she stumbled across the room towards Stan and the ogress. As she got closer, however, she slowed down. Soon, she turned around, with a strange expression on her face. She rubbed her hands down the length of her body, pressing the wizard's robe tightly against herself and letting her stiff nipples poke small tents in the fabric.
"Oh my God, I'm so horny right now," she moaned, and looked at her companions.
The strange smoke started to affect them quickly. Athena was the first. She pulled herself off of the floor, and started moving towards Zoe, when suddenly she stopped and reached a thick hand down to her muscular crotch. "Oh shit," she said.
Zoe glanced at Athena and at Jon briefly. A twitch of disappointment crossed her face as she looked at each of them, before her eyes settled on Brent's diminutive form. She pulled the wizard's robe off of herself in one quick motion, revealing her lithe and naked body, as she rushed over to Brent. She started tearing his clothes off of him, and a couple of buttons popped off and bounced across the room. Brent started helping her a moment later, pulling off his breeches to reveal his penis. His member was unusually large, especially considering his diminutive form - it must have been nine or ten inches long, fully erect, and it appeared ridiculously big on his tiny body. Zoe knelt down and began sucking his cock, and Brent's eyes rolled back in his head with pleasure.
Jon was trying to pull his eyes away from watching his naked sister going nuts with the tiny tripod, Brent, when the smoke hit him too. He felt his dick go rock-hard, and then noticed hands pulling at his green leather outfit. He looked down and saw the naked, bearded Dwarf Athena fumbling at his clothes.
"You're not my usual type," she said, "but it looks like you're the only one free at the moment," as she opened his shirt.
Jon pulled at his clothes, not caring if they were getting damaged in his desperation to satisfy the sudden lust that was building inside him. He had never felt so horny in his life. As he and Athena pulled his pants off, he heard her laugh.
"Holy shit, Jon, was it always that small?" she cried.
Jon looked down to see himself. He normally had an average-sized cock, maybe slightly smaller than average, but what he was sporting now would make a Renaissance statue feel embarrassed. Apparently, his new form was completely hairless below the neck, although he couldn't tell if that made his shrunken penis look bigger or if it merely emphasized its tiny size. Fully erect, it was less than three inches long, and he couldn't see a sign of a scrotum or testicles below it at all. Zoe and Brent gasped, too, taking a pause in their frantic interactions to look at Jon's micropenis. If it hadn't been for the magical smoke making them all uncontrollably horny, Jon was sure that his erection would have vanished in a puff of humiliation.
"Shit, it's barely bigger than my clit," said Athena, spreading her legs and showing Jon what she meant. Her pussy was hairy, but a two-inch clitoris stood out from it like a small cock. She was right, it was very nearly the same size as Jon's member. "Mine wasn't nearly this big before," she explained as she started to stroke Jon's wee willy gently, "so I'm guessing yours wasn't so small before. Maybe this is why Elves have a low reproductive rate."
"What?" Jon asked, but he stopped talking when Athena started to suck on his penis. Within a few minutes, he was lying on top of her, thrusting his tiny cock into her gaping vagina as she sucked on his nipple. He could hear Zoe and Brent gasping and moaning nearby, and the loud cries of the Ogress as she used poor Stan as a dildo to satisfy herself.
