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With Rachel grown to a size three times her normal height, the tiny people on the bed panic as they wonder how they will fix everyone's size issues. Sara and Amber are grown to about 75% of their original size, but unfortunately the device needs charging before anyone can be grown anymore. The group decides to leave Amber in charge of the two smaller girls Libby and Amanda while Sara heads off to the school to retrieve the supplies needed. This leaves the giantess Rachel with the tiny shrunken man Pete. It all sounded like a good plan at first, but with their massive size difference, Rachel begins to have incontrollable feelings with her body as the little guy accidentally finds himself in her panties.