“What are you wearing?!” Your best friend, Sean asks. “You look like a drag queen or something!” He says, holding his belly laughing.

“I don’t know. I needed a drink after we bullied that Asian girl, so I came to my locker.  

This wig was here, and felt like I should put it on…” You say, using a makeup brush to blend your blush and concealer better.

“What the hell are you saying??? And how are you doing that?” Sean asks,”You’re actually making yourself look like a chick!”

You flutter your eyelashes, blushing as you relish in Sean’s stares.

“You even did your eyelashes??? You gotta stop this, man!” Sean screams, his eyes widening as you pull out pink lipstick.

“Where are you getting all this girly stuff from??”

“I don’t know! I lift my arms, and there’s more makeup in my hand!” You reply, your voice becoming sweeter as your lips fill and plump up.

No matter how hard you try, your hands just continue applying layer after layer of thick, bright pink lipstick.

You finally finish that, and realize the wig on your head is tingling. Wait, how are you feeling the wig???

You grab at the pink hair and try ripping it off ur head, wincing in pain when it feels like someone’s trying to pull your own hair out of your head.

“Ouchie!! O shit! I can’t talk like I like, normally do!!” You say ditzily, trying to remember how you used to speak.

The wig feels like it's moving now, and slowly sinking silky tentacles into your brain. Your mind shivers as your face tightens and shrinks, making your eyes and lips feel even bigger on your feminine face.

You could feel the wig penetrate your intimate thoughts, and you battle it within your mind for dominance.

The wig makes quick work of your memories and associations, destroying your old self and erasing most information you consider your personality.

Your eyes glaze over as a *click* goes off in your head, and suddenly Sean’s muscles are turning you on.

You giggle as a luscious moan escapes your plump lips, and you become erect as you look Sean’s body up and down.

You look down and see a bra in your hand, and without a second thought you begin putting it on under your shirt.

“What are you doing?!?” Sean exclaims, trying to keep your hands down as you clasp the straps behind your back.

You could feel a tingling in the ends of your nipples, making them perk up and dig into the giant bra. You begin massaging your sensitive areolas, inhaling sharply through pursed lips as they slowly grow on your flat chest. Soon your nipples completely cover your chest, and every centimeter of it is sensitive enough to bring you to full climax from just a touch.

You could feel an orgasm building up in your crotch, but suddenly it shoots up your torso into your chest. A sound like getting hit in the belly comes out of you, and the air leaves your lungs as your chest inflates to fill the enormous bra cups.

They don’t look too large compared to your belly, but that’s slimming down and feeding into your growing bust. Your boobs could no longer be contained by your bra, and were stretching the shirt you wore to its max. Somewhere inside you know this is horribly wrong, but your sex filled mind simply stares Sean down and jiggles your new breasts for him.

Sean just stares with his jaw open, trying to think of anything to do besides fill that crazy cleavage.  

“Please Sean, I need to be filled and I know how girth your cock is…” You beg seductively.

Sean was finally able to look away from your beautiful face and chest, turning to look at the panties you held.

“Please don’t put those on…

You’ll change forever…” Sean said, trailing off as the arousal fills his throat and stops him.

You don’t know why Sean wouldn't want to watch you change, but shrug it off as you slip out of the loose jeans and briefs you’re wearing for some reason…

You moan blissfully as the silky panties slide up your hairless legs, toning and shaping them to perfection. Your face sours when you reach the massive cock hanging off your waist, and you begrudgingly fold it into the tight panties.

Sean could only watch in awe and horror as the large bulge protruding from your crotch slowly fades away, slipping up into you and dividing into a womb and ovaries.

You begin to leak cum as your clitoris and labias form, making you feel the ravenous craving to have your folds stretched and filled. Your finger somehow makes its way into your mouth, and you suck on it as you feel your panties shrink even more.

Sean doesn’t think anything could surprise him now, but when your finger cones out of your mouth manicured he collapses in a chair. He watches as your lips pucker up, and melodious orgasmic sounds pipe through them.

You could feel the soft cotton of your panties get so tight, they began riding up the folds of your vagina. Your manicured fingers trembled as they softly stroked the crease in your laced bottoms, a glaring reminder of the lack of anything sticking out.

“When are you gonna like, get some of this??” You ask ditzily, sticking your tongue out blissfully as you massage your pussy.

Sean stood still, shaking his head as the most vivid vision of taking you from behind played over and over in his mind.

Your body changes to accommodate his crazed imagination, and you let out a gasp as he grabs both of your hips.

Then a sound comes from behind you as Sean grabs his stomach, and you could see his naked body warp into something less masculine. His panting turns feminine while you examine your own body, trying to ignore the expanding behind and chest of your friend. You could see his eyes blink several times, becoming more spaced out and glossy as Sean’s eyelashes grew long and thick. His face began to shape into something more Asian, and soon you could feel a rush in your womanhood as you look into the eyes of a Japanese beauty.

Your body now feels inferior in size and sexiness, making you want to change but not knowing how. Then Sean gave you a deep kiss, and you could feel your mind begin to intertwine with his. You both dream of a Japanese lesbian orgy, and your body is comply.

Oil begins  oozing out Sean’s nipples, and your mind tells you touching this would accelerate the change.

You both giggle as you mash your body into his, making sure your soft breasts soak in as much oil as possible.

It’s already working some serious magic!!

Sean could only giggle and try not to get too turned on as his body secretes hormones that make his nose burn. His lips and tongue tingle as he watches your face change, and the craving to make out increases as both of you grow even more.

A few moments later you could feel Sean’s fingers on your folds while you suck on his tongue, pulling it into your mouth and moaning as he penetrates your womanhood.

“Excellent!” A voice behind you exclaims, laughing as your body becomes more curvy and Sean’s moans become more passionate. “You two bullies are gonna understand my plight a little better now” Amy giggles, combing her fingers through your hair while you moan orgasmically into Sean’s mouth.