Going Down

[LycanDope]

Three men discover a bit of magic in an elevator after harassing a group of women.

A gift story for the amazing cluedog based on a scenario they came up with! Find their work here: https://www.deviantart.com/cluedog

I've always loved their work and it's a pleasure to give back to creators who've helped shape me over the years

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Jake felt the hairs lift on the back of his neck as his friends ushered him into the bar.

"Tell me again why we're doing this at a hotel?" he asked while glancing around. He prayed, not for the first time that night, that Mateo wasn't lying about not having to pay for his own drinks. "There's a million bars by the campus. This- this place is too ritzy."

"'Ritzy'? Hey, little homey, come on," Mateo said while punching Jake's shoulder. "It's fancy as fuck. 'Ritzy.' Shit. You hearin' this, Scott? Listen. I'm the best on the soccer team. My coach and my old man are on my ass. We have scouts coming to our next game. I can afford this for you. I'm a lock, man. Never miss a day of practice. Here, check it out."

Mateo hopped and then quick-stepped, one foot in front of the other before spinning around a table of three women having a conversation nearby.

"Watch it, asshole!" the tallest of the three, a red head, yelled out. "You almost spilled my drink!"

"Heeeey, mami, chill," Mateo cooed before clicking his tongue and winking at her. He walked over to their table while the third of their group, Scott, followed. "Let me buy you another. For all three of you. See this little man over here? Smart as fuck but still a virgin, can you belive that?"

"Mateo, no," Jake hissed while grabbing at the older man's arm. Mateo easily slipped past the awkward fumble.

"Just turned 21," Mateo continued as he stepped between two of the girls to stand at their table. They wrinkled their noses in disgust while picking up their drinks and sliding away. "Top of his class. Engineering. You feel me? Gonna be rich one day and we swore, me and Scott here, we swore to his brother that we'd take care of him."

"I'm so, so sorry for this," Mateo said while still trying to grab his friend's arm. Mateo continued to evade him as if his body were fluid - one of the reasons he did so well in soccer. "My brother is still alive. I don't know why he's trying to make it sound like he's dead."

"He's right, though, we did," Scott added. Like his friend, he shoved between two of the women. "Our friend's kid brother. Franklin just joined the Marines, that's all."

The women moved as one with their purses held tight against their sides while slinging duffle bags up to their shoulders . Mateo followed closely behind them as if shadowing a striker. Scott glanced down at the table to see one drink still half full. He looked up at the women, shrugged and finished it in one swallow. His eyes lingered on the bills they'd left as a tip. After making sure nobody was watching, he swiped the money and hurried away.

"Mateo, come on, that's enough," Jake said. "Let's just get some drinks and have a nice night. They don't want us bothering them."

"Little man, you just don't know how women work," Mateo laughed. "Listen. Listen to me. I have had soooo much pussy-"

"Fucking gross," one of the women, a shorter black-haired girl, groaned. She tugged at her blouse to pull it away from her impressive tits in an effort to de-emphasize them in front of Mateo's leering eyes.

"-and I know what women want," Mateo finished. He reached out to the red-haired girl who was seemingly leading the small pack. "Confidence and charm, little man. It wins them over every time."

"If you touch me, I'll mace you," the girl told him while glaring at him. "I'll shove the nozzle in your mouth until you're choking on it."

"God, I love fiery girls," Mateo sighed with a smile. "So much passion. They make the best lovers when you break them."

"That's horses, not-" Jake stopped. His usually calm demeanor was stormy. "No. You know what. F- fuck you, Mateo. You're being a- a- a dick right now. Leave them alone. I don't even want to drink with you guys anymore. I'm going to get a cab and go back to the dorm."

"Go on, then," Scott said as the two friends followed the women towards the elevators.

The women walked more quickly as the doors of the elevator began to shut. The red-haired girl pounded the 'close door' button when they were inside but Mateo slithered in and held his arm out to keep them open for Scott to follow. Jake frowned when he saw the slender man stepping back and forth in front of the women to stop them from leaving.

"Dang it," Jake whispered. He ran and barely made it into the elevator before the doors slammed behind him.

The last girl in the trio, an athletic blonde who Jake assumed played some sport to be as toned as she was, reached around to touch one of the bottoms for the floors above. Mateo laughed and spread his fingers before slapping them against the array of floor numbers until each of them were lit up.

"So, which-" Mateo started to ask as he leaned back against the elevator doors.

The red-haired girl pulled her hand from her purse. She held a small can of mace with her finger on the trigger.

"Hey hey hey," Mateo said with his hands up. "We're just talking, mami. Don't shoot! Besides, you'll smoke yourself out, too."

"I'd rather puke all over myself than let you touch me," the tall girl told him defiantly.

Jake moved from behind the two men to stand next to the girls before sliding further to put himself between them and his brother's friends. Scott laughed, his deep voice echoing loudly in the small elevator.

"Aww, lookit the little knight," Scott said. He reached out to tussle Jake's short hair, but Jake pushed his hand away. "Jesus, kid, don't get your panties in a bunch. We ain't gonna do anything."

"Well..." Mateo said with a sly smile while staring at the woman holding the mace. "I-"

The elevator shuddered, causing the girls to scream and reach out for the metal bar lining the wall. Jake fell back against them, only to be surprised by the touch of the black-haired girl's tits. He jumped forward with a stuttered, blushing apology while wiping his sweaty hands on his pants. More sweat touched his temples and he found himself panting as his chest rose and fell. Suddenly uncomfortable and a little woozy, he leaned back against the far wall facing the men and women.

Mateo laughed, a sharp, rapid-fire staccato as the lights flickered and the elevator came to a stop.

"Even God himself is on my side," the man said while making the sign of the cross before clasping his hands together in a mock prayer of thanks.

Jake groaned softly. He wiped a single drop of sweat from the tip of his nose before bringing his fingers to his temples to massage them. His joints felt inflamed and a soreness radiated away from them and into the surrounding muscles.

"Shit," the blonde cursed. "I'm not getting a signal on my phone. Jess?"

"No, nothing," the red-haired girl answered. "Beth?"

"Same," the short girl sighed. "Isn't there supposed to be a call button for firefighters or something?"

Jake shivered. A flash of warmth rushed through him, followed by a shocking cold, leaving him groaning as nerves woke around his body.

Tears welled at the corners of his eyes. He wiped at them and stared at his knuckles in surprise. Everything felt suddenly too much and he gripped the bar behind him while staring up at the buzzing lights with his heart pounding beneath his chest. He couldn't stop moving his legs, couldn't stop rubbing them together.

His testicles compressed, causing him to hiss and paw at his crotch briefly. The sharp pain intensified as they were detached and forced inside his body. Jake squirmed and whimpered quietly while raising his hand up to his belly. Something was pinching him. Something deep. He swore he could feel things moving inside as a womb began to form, the uterus pressing against nearby organs while his fallopian tubes separated and reached out like tentacles to snatch his shrinking testicles. They implanted and he grunted and hunched over.

Estrogen flooded his body from his new ovaries while tiny cramps seized his stomach.

"Hey, kid, you okay?" the blonde girl, who was standing closest to him, asked. Although there was wariness in her expression, a hint of concern was there as well.

"I'm- I'm t- twenty-one. Not- not a kid," he said. He couldn't stop shaking and the touch of his clothes scratching against his sensitive body was only making it worse. "I'm J- Jake."

"I'm Sarah," she told him while reaching her hand out to his shoulder. "You don't look so great, Jake."

"Come on, man, your brother's in the Marines," Scott said. He rubbed his stomach slowly while a pained expression crossed his face. A single bead of sweat formed on his brow. "Don't be a pussy. We're not going to die."

"I mean, yeah," Mateo laughed nervously while glancing around the elevator. The lights hummed, buzzed, and blinked out for several seconds before coming back on. They could all feel it gently swinging.

"Here, let me," Beth said quietly. She took over from Sarah as maternal instincts kicked in. Jake leaned against her while shivering. "Lay down with me. It'll help with the nausea. I'm sure this'll all be over soon."

Mateo pulled at the collar of his shirt - an oversized version of his team's jersey with his last name and number emblazoned on the back. He licked his lips and grunted as muscles spasmed in his back, forcing his chest out with a pronounced curve that left his ass bouncing briefly against the elevator doors.

"Is it- is it hotter in here?" Mateo asked and his tongue lapped out once more, touching the dryness of his top lip. "Feels like it's- uh, you know, smaller. Fucking- fucking flashing lights messing with my depth perception."

"Wish it'd stop swinging," Scott groaned while digging his fingers deep into his guts which raised his shirt to show hardened muscles trained over years in the gym.

"I can't breathe," Jake whispered. His eyes bulged. Tiny needles pricked his skull in waves. He reached up to scratch the itch just beneath the surface of the skin.

"I'm sweating like a fucking pig," Mateo said. He rubbed at his eyes, wiping the wetness from them while walking back and forth. When fiery, invisible claws raked at his body, he leaned forward to grip the railing while throwing his head back.

"Ahhn!" Mateo said. His voice held a distinctly sexual tone to it that caused four pairs of eyes to swivel towards him.

Cum spurted from his cock to leak down his thighs, tangling with the hairs before his trembling body caused the heavier hairs, coated with cum, to fall. He moaned as he tugged at his shirt to fan it against his body. His skin felt tight and hot and the claws had pulled back until the teasing tips caressed him lightly. Finally, he gripped the bottom of his shirt to pull it up and over his chest before dropping it to the floor.

Mateo pressed his forehead into the wall of the elevator. His hands touched his belly to massage it briefly before sliding up to his chest. And down. And around. Exploring his needy skin as it screamed for touch.

"N- need to get off," he panted. A hint of nausea coiled within him. "It's too hot. Too small. I- I need to get off."

"Nobody wants to see all that," Sarah told him as he continued touching himself. The disgust was evident in her voice. "Put your shirt back on."

"Is he on drugs?" Beth asked. "I've heard of people tweaking like that. Sweating and touching themselves. Ecstasy, right?"

"It's not- I don't do- Mmmph!" Mateo bit into his lip while rolling his forehead against the wall.

He wrapped his arms around his chest while squeezing his thighs together. He could feel stickiness down there against his legs and his cock throbbed. But, it was his chest that was making him twist in place.

Pleasurable electric shocks burst behind his nipples before streaking down to his crotch. The flat, dark skin of his areolae bubbled as it swelled and pushed out into a fleshy circle that expanded slowly, pulling at the surrounding skin until the puffy patch was nearly two inches in diameter.

Little bumps lifted on his expanded areolae - Montgomery's glands that began to leak miniscule amounts of fluid to lubricate his nipples. He clenched his teeth against the urge to moan in pleasure. His tiny brown nipples, lost in the middle of the large areolae tightened and he gasped.

He wanted to touch himself. The elevator shrank around him while darkness touched the edge of his visible.

"Have to get off have to get off too small too hot can't breathe have to- ahhn!" he cried out without realizing that he'd raised his fingers to pinch his nipple.

A sudden pop, just between his legs, jolted him back to reality.

"Dude, get a fucking grip," Jess told him. "Fucking sicko."

A second pop resounded within his core as Mateo's last testicle was forced, full sized, into his body. He gripped the railing with trembling fingers as he felt them moving within, slipping through his body. Despite his ego, he trained relentlessly and kept his weight down for extra speed. There was no excess space in his body and that allowed him to feel his uterus spreading inside of him to snatch his testicles.

"Noooooooo..." Mateo whined while grabbing at his shaggy black hair.

Hot and cold flashes cycled throughout his body and the elevator shrank even further around him. Estrogen gushed within and Mateo screamed with his eyes nearly bulging out of his sockets. Hot tears of shame streamed down his face.

"I CAN'T BREATHE!" Mateo shrieked.

The women yelled at him to relax and sit down while pressing their palms to their ears.

"DON'T TELL ME TO CALM DOWN!" Mateo yelled back at them with a voice that cracked slightly.

"Get a- hah- hah- get a fucking grip," Scott said with a pained voice as he shook Mateo.

The movement caused Mateo's areolae to jiggle when the skin around them loosened. His tiny nipples twitched as they began to lengthen and widen, doubling in size. Tripling. It felt like someone was simultaneously sucking on his nipples while twisting them and it made him gasp and moan before he could clamp his mouth shut.

A squiggling sensation, just beneath his taut chest, made him reach up to touch himself once more. Ducts and lobules formed, dimpling the skin while his nipples continued to swell until they were erect and aching and easily the size of the last joint on his pinky finger. His fingers pressed into the skin to feel the new hidden bumps just beneath the surface.

"I'm- I'm okay," he lied and he turned. "I'm fine now."

"Whoa, shit, dude," Scott laughed. His face was pale and his nostrils flared as he breathed through the pain in his lower stomach. "You could feed a village with those damn things. I ain't never noticed how big they are."

"I- No, I-" Mateo said as he followed everyone's eyes to stare at his chest. "What the hell is this?! I'm not like this! This isn't what- My nipples aren't- St- Stop looking at me!"

His voice rose higher and higher with every word until it shattered into a feminine lilt as he shrieked and covered his chest.

"Those are actual little titties," Beth said matter-of-factly where she sat on the floor with Jake cradled in her lap, just beneath her much, much larger titties.

Softness touched Mateo's arms and he moved his hands to see the faint swells of tiny breasts on his chest. Panic gripped him. He turned and hammered on the wall as the estrogen toyed with his emotions and the physical sensations continued to overpower him.

"Hah. You like a like a fucking gi- nnngh," Scott grunted while sliding down the elevator wall to his ass. When he touched the floor, he bent his legs to his chest. "Hurts. What is this? Did- did one of you bitches do something to me? Shit. Was- was there something in that drink?"

"Dude, we didn't do shit," Jess said while staring from Mateo to Scott to Jake and back to Scott. "We're just here on vacation. You're the ones that came after us when we were minding our own business."

"FUCK!" Scott yelled. Everyone turned to stare at him, even Mateo as a feminine, sweet voice issued from the large man's lips. Scott's hands flew to his mouth until he grunted in pain with a sexy little moan.

Muscular biceps bulged as Scott pawed at his basketball shorts and boxer briefs. Sarah and Jess turned away while Beth nodded in approval when he'd pulled them off.

"Nice," she told him. "I expected you to be tiny."

"Nice?" Sarah said. "Nice? Beth, did- did you not just hear his voice? Do you not see this guy's tits?"

Mateo half-turned and his small breasts jiggled until he tightened his arms around them. He bit back his own moan when it bubbled up to his throat at the touch of his bare, smooth skin against the little tits. Hairs wafted away from his arms and chest due to the friction, see-sawing back and forth to the ground beneath him.

"They're not-" Mateo said before cracking his teeth together. His own voice sounded alien in his ears. It was distorted by bone conduction, but even he could hear how different it was. He sounded like a young girl. "Tits."

They were and he could feel them slowly, slowly caressing his arms as they continued to fill out while his nipples dragged against the skin surrounding them. Just that simple touch threatened to drive him mad as bolts of electricity shot down between his legs and up to his mouth.

"Holy shit," Sarah said while staring at Mateo. "Did you hear that? Look at his face. Oh shit! Shit, guys! You can see his cheeks moving, look!"

"Stop it!" Mateo wailed with tears at the corners of his eyes once more. He raised his arms and his small breasts lifted in response as he explored his cheeks. There was a heat there, as if he were feverish, and face was sore. "You're a fucking liar. There's nothing-"

The sharp tips of his shaggy hairs brushed his fingertips when they slid down, thick and glossy in the flickering lights of the elevator.

"¡Mierda!" Mateo spat while snatching his hands away. The curves of his breasts were more pronounced and the motion caused them to rock on his chest, touching briefly in the center. He moaned and squatted with his hands against his chest once more.

"Ehh, mami, there's nothing so bad about being a woman," Sarah laughed until Jess slapped her upper arm with the back of her hand.

"Don't be a bitch," Jess told her. "This is- I mean... okay, he was a dick, but seriously, this is fucked up. Is the kid okay?"

"I'm- I'm okay," Jake said. The pain had passed. Euphoria replaced it and he smiled as his body readjusted. He looked up at Beth from where his head rested on her soft thighs. She stroked his itchy hair slowly. "That feels real nice. You're really nice."

Beth smiled down at him and then looked back at Scott, who was hyperventilating with a high, whining voice. He held his cock in one hand, pulling it aside to watch his scrotum deflate. The bulge of his testicles moved as they were pulled towards his crotch. He grabbed at them and hissed as he tried to hold them in place, but the pain became too much and he snatched his hand away.

The calluses, built from years of weightlifting, on the tips of his fingers and along his palm became wrinkled, briefly, before tightening into a smooth, delicate surface. The bones compressed and fat melted, leaving slender fingers behind while the ends of his nails slid forward, past the tips of his fingers.

"No no no no no no," Scott moaned with his strange feminine voice. He gasped and jolted when the second testicle was sucked inside and his small hands, so out of place compared to the muscles lining his forearms and biceps, pressed into his stomach while he squeezed his eyes shut and rubbed his powerful thighs together. "It tickles. God. It tickles. Make it stop tickling. I'm gonna- Oh god! I'm gonna-"

His own ovaries snapped in place. Tiny changes took place within and over the rest of his uterus as it continued to grow the secondary systems needed to allow him to give birth. His own estrogen slammed into him with pulsing waves of hot and cold that left him chattering and moaning.

Scott's empty scrotum moved against the floor, reeled in by his body to flatten against his crotch. Nerves multiplied beneath the surface while blood vessels grew and connected and fatty tissue formed, causing his new outer labia to grow puffy and then engorged and reddened as blood flowed through his new anatomy.

"S- S- S- S- Stoooooop," Scott stuttered. He gripped his cock, pulling and stretching it as it slowly grew limp. "Mmmph! No. So- so tight. Inside. Feels. Ticklish. Something's- Something's coming. I'm- I gotta pee! Nobody look! I've gotta fucking pee! I've- AHHHHN!"

The muscular man spasmed with his back arched as he orgasmed. No cum dribbled from the tip of his shrinking cock. The thin skin beneath it and between his swollen labia moved as he clenched the new muscles within his vaginal canal as it opened inside of him.

"Did he-?" Sarah asked.

"Yeah," Beth said with stars in her eyes. "Yeah. I think he did. Holy shit, yeah."

"Oh fuck!" Scott screamed and no hint of masculinity was left in his voice. His small palms slammed against the ground. "Ouch!"

A tiny slit opened between his legs. His Bartholin's glands finished developing and a drop of clear cum was forced through the hole when his new pussy continued to clench. The young man reached for his shriveling cock, but he snatched his hand away from it when the head rubbed against his soft palm. The nerves had tripled over the tip and still more were growing as it transitioned into his clit.

"Please," Mateo said. He rocked to his knees while reaching out for Jess, who stepped back as if he were infectious. His own empty ball sack dangled beneath him while his limp cock hung uselessly with the skin crinkling as it receded slowly into the gathered skin that would become his clit's hood.

"I'm telling you. We're not doing shit to you." Jess told him.

"Do you think it was always that small?" Beth asked quietly with her eyes between the man's legs.

"Maybe?" Sarah answered as she also watched.

Mateo's cock slipped into the wild tangle of his pubic hair. Bones cracked and he moaned while falling to his hands and knees. His hips began to widen as his body prepared him for the eventual birth of his five future children. The dangling tip of his smooth clit lifted as it was forced into place within the hood.

"AHHHHHN!" Mateo cried out. He bowed his stomach while lifting his ass and his small breasts quaked where they hung beneath him.

Ropes of clear cum dangled from the slit opening between his legs. They swung as the aftershocks of his first female orgasm rippled through him and then they disconnected to fall to the floor with a wet splatter.

"Whooaaaaa," Beth gasped.

Scott stared over at Mateo and found himself growing aroused by the sight of the slender young feminine body trembling on all fours. Red filled Mateo's cheeks and ears and his eyes were squeezed shut while his slender hands made little fists on the floor. His hair continued to grow, thick and luscious with little curls until it spooled on the floor beneath his head.

At least I know I'm still straight, Scott thought with a stupid, leering grin on his face. His nerves begged for attention, all over his body while blood continued to rush to his new pussy. The arousal was... different. Full body and warm and he could still feel the aftershocks of that strange, powerful orgasm. And he wanted more. His fingers slid through his wild pubic hair just as the bones shifted beneath his hips.

"Ohhhhh, fuuuu-" Scott groaned while playing with his clit. He felt the angular definition of his mound as it lifted against his hand. Strange new muscles tensed, slipping together within his pussy and more of that warm liquid spilled from between his tight, cute little innie pussy lips. Aroused, they were slightly swollen and exposed.

And glistening hot pink.

"Well, I'd fuck you, Mateo," Scott laughed with a tinkling, sweet voice so strange on his powerful frame.

Powerful, that is, until the skin sagged on his arms. The visual bulges of his biceps flattened with every passing second.

"Shit! Shit, no, come on!" Scott yelled. He jumped up and pulled at his arms. "I spent years on this body! You bitches can't ruin it for me! It was all natural! Not a single fucking shot of T!"

"Does he- does he not understand that we're not doing this?" Jess said from the side of her mouth while watching Scott dance around.

"No," Sarah said while staring at the glistening trails of Scott's female cum on his now-slender thighs and the large patch of it coating his labia and crotch. "A better question is - why is this what he's freaking out about and not the whole growing an actual vagina?"

"Goddammit!" Scott yelled but the curse was lessened by his sweet voice. His fingers gripped the bottom of his shirt and he pulled, dragging it over copious chest hairs that flaked away. He threw his shirt aside and stomped his foot. Skin jiggled lightly on his chest around his tiny nipples.

"Wow, he's pouting," Beth said. "That's a perfect amount of pout."

"What's happening now?" Jake asked dreamily. He was floating on clouds of serotonin and dopamine. His sparse, often rubbed eyelashes were multiplying and lengthening behind his glasses.

"Shhh, it's all good," Beth told him while continuing to stroke his hair. He kept it buzzed on the sides and short up top but, as the itching eased, his hair began to lengthen and Beth's fingers caressed the glorious, thick strands.

"Okay," Jake said while staring up at the woman. His thin lips bulged as they filled out and they curved until his little tongue lapped out against his now soft, full lips.

Mateo groaned and sat back, next to the puddle of his own girly cum. His nose wrinkled in disgust and he slid away from it until he was in the corner of the elevator. When Jess glanced at him with a cocked eyebrow, he blushed and crossed his ankles to let his heels hide his aching, needy, empty pussy while his arms and bent legs hid his small breasts.

In the corner opposite Mateo, Scott leaned his more slender form back against the wall. He was still the same height - exactly six feet tall but his muscles were gone, leaving him with an almost toned but obviously soft and very curvy body. His hips flared outward and his thighs touched together.

"Fine," Scott said petulantly. He pressed his lips together but the anger was spoiled when they curved outward, thicker than Jake's lips. Hair tickled his ear and he huffed while brushing it back. He stared at the women, who glanced up at him briefly before looking back at his chest. "I don't fuckin' care. It doesn't bother me at all."

His voice rose at the end and he sniffled and wiped his nose while his narrow chin quivered slightly.

"You, uh, need a hug, budd- uh- buddy?" Sarah asked. "Maybe it'll go away. Maybe it's like those movies where you're a shitty person and then you fix all your shitty, sexual harassment ways and the good fairy comes along and BLAM! turns you back into a guy?"

"R- Really?" Scott asked after sniffing again. He wiped at his eyes and laughed a little with a shaky voice. "I- I can do that."

"Yeah, man, maybe that's it," Sarah said while beaming optimistically at the man. She admitted to herself that she almost felt bad for him. Just a little bit. The smallest fraction.

"Yeah," Scott said as he rubbed the soft skin bulging on his chest. His tongue licked out at his soft lips and he moaned quietly. Another drop of clear liquid seeped from between his pussy lips. "Yeah. M- Maybe that's all it is. Hah. I can do that!"

The young man, soon to be a doting mother in 3 years with two beautiful, lovely twins on the way and a faithful, loving husband by his side, smiled tremulously as he began to plan the road back to his manhood.

In the meantime, fatty tissue grew within his breasts. Milk welled from the tiny tips of his nipples before detaching to trace translucent white lines over the curves of his expanding breasts.

"I- I starved myself of all the good shit while working on gains," Scott sighed while massaging his sore, aching tits. Red touched his face and his luscious eyelashes batted over half-closed eyelids. His lips were parted in a lusty 'o' shape as he fondled himself. "No sugars, nothing good. Fixing this will be nothing. I'll be the best man there is."

He would open a successful bakery in five years after eventually going back to school while raising his two kids, but, for now, he allowed himself to enjoy the changes while thinking of everyone he'd pissed off over the years.

"Um, hey, dude?" Beth said as Scott continued to play with his breasts. "Maybe- maybe tone it down a bit? You know coming from a fellow, uh, woman?"

Jess elbowed her. "He's not a woman. Gender doesn't-"

"Whoa whoa whoa, okay, I got it, sorry!" Beth said while holding up the hand that wasn't busy playing with Jake's hair.

"Hah!" Mateo laughed from where he sat. His heels slid back over so slightly to touch his sticky, wet pussy and he almost moaned. "Look at your fat tits, slut!"

The mentioned tits weighed against Scott's back. He yanked his hands away and stared down with shocked eyes as his areolae expand to expand, rippling as they puffed out. When his nipples started to grow, he whined and scratched his long nails against the wall in an effort to deny himself from touching them. They screamed to be tweaked and licked and sucked and pinched and-

"Ohhh goooood," Scott moaned. They felt so full. And heavy. He could see the hint of blue veins until they finished growing and nothing was left but smooth, enticing breasts could easily tit fuck someone.

"Fucking cow," Mateo snickered. "I could hide my changes. Cut my hair. Bandage my tits. I was always handsome enough to be pretty. They'll probably never notice."

He stood to prove his point, showing off his lean, boyish figure, even going so far as to playfully grab his ass cheeks.

And massage them.

And moan.

Squeezing. Pulling them apart to show his hairy, glistening pussy lips. Moaning louder as he dug his long nails into the skin.

"Nobody... would... notice..." he panted. "Unless. Unless I was. Undressing. In the locker. Mmmmm... and- and- they saw my pretty little puh- puh- pussy. Oh god. Oh yes."

His finger slid down and between his legs to run them over his soft little lips.

"Yeah, you go girl," Beth cheered until Jess cleared her throat. "Uh. Guy. Anyway, get it!"

"Bending- bending me over the bench," Mateo moaned and his finger slipped just into his tight, virgin hole. His eyes were shut and his brow was creased as he pictured it. His tongue kept darting out over his lips. "Strong hands gripping my hips. I could- I could guide- guide them. The virgins. When- when they went for the wrong hole- mmm... gripping their- pulling them down to my puh-"

"Now who's the slut?" Scott whispered with his mouth inches away from Mateo's ear.

"FUCK!" Mateo screamed. He stood straight with fire in his eyes. Despite the anger on his face - from his own actions and Scott's words - he brought his finger up to his mouth to lick it without realizing what he was doing. He moaned as he shoved it deep and the anger faded, replaced by hot desire. He slid it back and forth. Rolling his tongue-

"Hah!" Scott laughed and Mateo pulled his finger away to wipe it on his bare thigh.

Scott's smile faltered. He ached. In an unfamiliar way and an unfamiliar place.

"Now what's happening?" Jake asked. He felt a little more aware and he tried to sit up until Beth gently held him down.

"You're, uh, turning into a woman," Beth told him as she pulled hair from his beautiful face.

High cheekbones showed hints of dimples and an adorable confused face until he felt something move on his chest. Something that made him cry out. In a woman's voice. It was sultry. Husky almost.

"Woo, be still my lesbian heart," Beth said with a hungry look in her eyes.

Tiny bumps formed on Jake's chest but they soon expanded, pushing against his t-shirt. He raised his shirt up to his chin and groaned from the intense sensation of the fabric on his sensitive, hardened black nipples.

"Oh," he said when he reached down to touch them lightly. His fingers traced the outline of his areola as it began to form, smooth skin becoming loose temporarily before lifting, pushing the nipple higher. His finger pressed into the flesh beneath and he could feel the bumps of new things that were connecting to his nipples. "I- I thought it would hurt more."

The contrast between the drop of white milk on his ebony nipples was startling. He wiped it and a whispering voice begged for him to lick it but, instead, he wiped it on his rolled up shirt.

"Nnngh-" Jake groaned. His pants were starting to bite into his hips and the button bulged where it was held in place. "Can you undo me? Please?"

"You don't have to ask twice," Beth said eagerly. Her fingers worked expertly to unbutton and unzip him and he sighed at the relief. His hips continued to grow while the skin over his slender ass cheeks filled out, pushing against his jeans until they slid down to show the bulge of his perfect, heart-shaped ass.

"Jesus, you're beautiful," Beth whispered.

"Am I?" Jake asked. "That's- that's the first time I've ever been complimented like that. Except from my mom."

"I'm sorry, that really sucks, I'm sorry," Beth sighed. "Everyone should get compliments."

"Ugh, I think-" Jake twisted and moaned. An emptiness was opening within. A vast void that throbbed between his outer labia. His nerves were still on fire, smoldering with a heat that he worried would never go out. That warmth echoed throughout his body and down towards his crotch.

And up to his nipples as they moved on top of his petite breasts. He could feel skin sliding against skin, smooth and sexy as his tits grew, pulling slightly to the side. He could see them from where he was laying and he twitched with the need to touch them. Another part of him wanted to ask Beth to touch them. She was so nice and so pretty.

"I think I need my pants off," Jake said while blushing. They tightened around his thighs as they filled out. "They're still getting tight."

"Say no more," Beth told him while grinning. "Jess, help me out."

As carefully as they could, Jess and Beth stripped Jake and used his clothes to make a little bed for him to sit on. Beth sat next to him. She reached out for his knee but took it back. And then reached out again, wanting to offer support before taking it back once more.

"Uh, you know, I'm in electrical engineering," Beth told him. "Last year, thank god."

"Mechanical engineering," Jake told her. "Second year."

He leaned against her with his hands over his crotch. Beth sighed and leaned back with her eyes closed.

Jake's cock bounced lightly against his palm. He tensed it and it twitched up against his hand but he could feel control of the muscles slipping... and transferring to new ones within his crotch. Slippery new muscles when his glands finished growing and began producing to match his newly powerful libido.

He took his hand away to watch. The dark skin over his shaft was becoming wrinkled while the head itself lightened in color. Curiosity took hold and he bent the tiny dick to watch as the slit sealed itself shut.

"Wow, it's- wow, it's really sensitive, holy cow!" Jake said.

"Yeah, it gets like that," Beth said. She desperately wanted to look. "Trust me. I'm an expert with mine."

"Really? Maybe you could teach me," Jake told her. His own words reached his small ears and he felt heat touch his face. He blinked several times and then forced a laugh. "S- sorry, I mean..."

"No, yeah, I get it," Beth said while clenching her hands together. Her black striped tights showed in the holes in her blue jeans and she adjusted her beanie over her short, spiky hair after a moment. "I mean. I'm single. Perpetually single if you ignore all the unwashed sex crazed guys in my classes. Which, yuck. No thanks, not interested in penises, thanks. But. Um. Actually. Uh. Actually, I don't know where I was going with that. One day that sweet little thing will fall into my lap for me to cherish and spoil. One day."

"Your lap was really soft," Jake said quietly. "Very enticing."

"Yeah," Beth answered.

"Yeah," Jake repeated.

"I- NNNNGH!" Jake grunted. He reached out and dug his long nails into Beth's leg, who swooned and nearly moaned in return.

Jake's round ass cushioned him as he trembled. He could feel the skin slicing in his crotch. Separating. Globs of clear liquid gushed out.

"I'm sorry I'm sorry I'm sorry," Jake whispered while burying his face into Beth's neck. "It's so It's so - AAAHHHNNN!"

Beth stroked Jake's hair in return. Jess looked down at her with one eyebrow raised and the hint of a question on her lips. Sarah smiled and rubbed her nose and looked away from the black-haired girl.

"Christ," Mateo said while rolling his eyes.

"Get a room, you two," he continued. And then he giggled. It was a small thing and easily missed.

The changes stopped, finally, leaving all three men naked and soft and curvy.

When Scott trusted himself to move again, he bent, and nearly fell on his ass as his breasts swayed on his unfamiliar, weakened body. They threw him off balance, forcing him down to his knees with one hand on the ground.

"Stupid tits," Scott cursed as he gathered his clothes. He tried to fit himself in them but nothing fit properly.

"Ugh," Jess said before sighing. She dropped her duffle bag. "Fine. Look. We were at a yoga class earlier and we still have our outfits. You assholes - not you kid, you're fine - can have them so you don't go out there bare naked."

"Out where?" Scott grunted. His tits flopped as he hopped on one foot while trying to pull his pants up. "The elevator isn't fucking-"

It lurched and the lights brightened suddenly.

"Shit!" Mateo said. "I'll take them. Hurry!"

The girls retreived their clothes and then distributed them based on the men's new physiques. Scott got Beth's sports bra while Mateo took Sarah's bra. Jake struggled into Jess's top as she apologized for her small size. Jess gave her yoga pants to Scott, Beth gave hers to Jake and Sarah passed her black yoga pants to Mateo. The shoes followed and somehow fit perfectly.

Mateo giggled as he held up the clothes against his body. Dimples showed on his soft cheeks.

"I don't think these will fit on my little boobies," Mateo said.

"Uh. 'Boobies'?" Sarah asked with a glance towards Jess.

"B- Breasts," Mateo said while shaking his head. He reached back to scratch his bare, petite ass and his fingers pressed into the skin as it began to fill out, unnoticed by all. "I- I said breasts."

He busied himself getting dressed and the bottom of his ass cheeks hung over the band of the yoga pants. The soft, tanned skin jiggled as he grunted and moaned and tugged until the fabric bulged over the swells of his now generous ass.

"Were they always-" Beth mused quietly while helping Jake dress. She spared Mateo a second glance before shaking her head to help settle Jess's sports bra over Jake's chest.

Mateo and Scott stood, picking and pulling at their new clothes while Jake used one of the towels from Beth's bag to wipe up their cum. The elevator pinged as it moved down, despite the still lit buttons.

Just as they'd finished cleaning up, the doors opened. Mateo and Scott nearly ran out but Beth grabbed onto Jake's tight sports bra. His cleavage threatened to spill out of them.

"Hey," Beth said before angrily shoving the closing doors to keep them open. "You. Uh. Want to exchange numbers?"

"Come onnnn, Jake!" Mateo said. He giggled again and touched his lips before tapping his wrist. His large ass flared out from to his sides and the waistband of the yoga pants moved when his hips began to widen to match. "Ticky-tocky!"

Jake looked back to his brother's friends. He brushed strands of loose hair away from his glasses where they hung low on his delicate nose.

"Actually," he said and this time, he shoved at the doors, which pinged in frustration. "Maybe- maybe if you're not- you know, doing anything- I could come up? Maybe hang out a little? We could talk nerdy."

"Jess," Beth said while staring at Jake. "Is he a man or a woman?"

"I mean, a man," Jess said. "But, it's all fluid and it's really up to him how he-"

As the doors began to close once more, Beth grabbed Jake, pulling him into the elevator. She hugged him tightly while leaning in to kiss him. The doors closed as Jake's hands touched Beth's ass and back.

"That fucking-" Scott growled with his cute voice. He rolled his shoulders with a grimace as a tiny strobe of pain lanced down his back. "We need to get the fuck out of here. I gotta start working on my plan. Maybe I can do some community service? Go around and apologize to everyone I pissed off?"

"How about a drink first?" Mateo said while glancing around the bar. He felt good. Really good. Fuzzy and warm and soft. The young man shook his head while giggling but the soft edges returned. "Maybe a few drinks."

"Yeah, alright, after everything that happened, maybe-" Scott said.

"Heeeey ladies, damn, did y'all just come from yoga?" A gruff voice asked.

"Fuck off," Scott snapped in return - or tried to. His voice was low but sexy. Almost needy.

"Now, now, I just want to chat," the guy said. He was almost as big as Scott was... before. "Come on, I'll buy y'all a drink."

"A... free drink?" Scott said suspiciously. "Like... you'll pay and give me a free drink?"

"Uh, yes?" the man asked, surprised at the question.

"Shit, yeah, fine," Scott said. "Come on, Ma- Mateo?"

Mateo was at the bar, surrounded by five other men. Scott stared as Mateo smiled and bumped his shoulder into the black man next to him.

It wasn't that the young man was flirting. Well. Partly that. He was also getting bigger. The yoga pants ballooned out around his ass while Mateo reached up to twirl a strand of hair around his fingers with a giggling laugh. The sports bra moved, shifting downward as Mateo's small breasts filled it and then continued expanding, matching Scott's own breast size briefly before continuing to grow until underboob showed in the straining fabric and his cleavage drew the attention of everyone standing nearby.

"No, I play soccer," Mateo said.

"I have some balls you could play with," the black man next to him said. He winced briefly at his own terrible joke before checking to see how Mateo would take it. "Sorry, that was inapp-"

"Oh my gawd, you're so funny," Mateo laughed. He was toying with his hair again and blonde coloring showed in the black roots. He bumped his wide hips against the man next to him. "You know what else is funny? I used to be a man!"

One of the men walked away while rolling his eyes but the others nodded.

"That's pretty damn amazing," the one who had made the ball joke said. "Was it rough for you? Coming out to your parents and everything? If, sorry, if you want to talk about it. None of my business, really, sorry."

Mateo took a few seconds to think.

"Oh! No, I mean, no, I'm not transgender," Mateo said. "It was, poof, magic!"

"Look, I have a pussy even!" Mateo said as he pulled at the front of his yoga pants.

"Whoa whoa whoa, careful!" the black man said while putting his hand gently on Mateo's arm. "Don't show everyone, damn. How much have you had to drink? Hey, Joe, how much has the lady had to drink?"

The bartender glanced up and narrowed his eyes. "First I've seen of her. Must've pre-gamed."

"I'm not drunk," Mateo said with a pout. And then he smiled. "Yet!"

"Maybe we should get you a cab, Ms...?" the man said.

"Mr! I'm Mateo!" Mateo said. "Does anyone know how to twerk?! Oh my god! I've always wanted to do it! Every time I saw the videos I thought it was sooooo stuuuupid, but when I was alone, I'd try it, but I could never-"

Mateo's eyes widened and he squealed as he looked around. He stomped over to a nearby girl standing in a dress and his large, still growing tits nearly fell out of his sports bra. The black man followed quickly with an alarmed expression on his face.

"Hey!" Mateo said loudly. "You're a girl! Do you know how to twerk?! Teach me! I wanna tweeeerk, guuuurl! I wanna show my ass and tits! Lookit them! They're so BIG now and soft and I wanna, hey, mister, what's your name again?"

"Nick," the black man told him while whispering an apology to the woman Mateo had nearly assaulted.

"You wanna play with my tits?" Mateo asked loudly. "I wanna play with them. They're brand new! And my ass! And, listen, listen, listen - so is my..."

Mateo looked around conspiratorially.

"My pussy," Mateo said with a stage whisper, loud enough for a few people to turn towards him with shock on their faces.

"Yeah, I'm cutting her off," Joe said out loud. "Get her address and I'll call her a cab."

"Good idea," Nick said. "Hey, Mateo, I- mmph!"

Mateo flung herself at Nick, wrapping her arms around him while her enormous tits flattened against his chest.

"I've been, like, wanting to kiss you for foreeeeveeerrrr," Mateo said huskily. "I don't wanna go home yet. Unless we go to your place."

Mateo's voice dropped low for the last sentence. Heat filled his expression and his finger trailed down the man's stomach. "I can't stop thinking about your-"

"Uh, why don't we sit and let you cool off a bit," Nick told Mateo while gently leading him to the bar. "And then we can call you a car."

"Okay," Mateo said with a hungry smile as she followed the other man.

"So... about that drink?" the man next to Scott said.

"Yeah," Scott told him. His throat was dry. "Yeah, fucking absolutely."

"I'm Miguel," the man said as they walked to a table occupied by three other men. "These are my cousins. Good guys, don't worry. They came by to visit from out of town. Yo, everyone, this is, uh...?"

"Sc- Uh. Scarlett?" Scott said.

"Have a seat!" Miguel said. "What do you want? Cristian's our gofer and designated driver tonight so just tell him."

"A whiskey," Scott answered. Cristian smiled and stood.

Thirty minutes later, Miguel himself brought a third glass of whiskey with the lid taped on it to show that it hadn't been tampered with. Scott ripped it off and took a gulp of it.

"I fucking- I'm a man, look," Scott nearly sobbed as he slammed his cellphone and wallet, both taken from the elevator when they stepped out of it. "Look. Right here. My license."

"You don't look anything like this," Miguel said as he looked between the license and Scott. "It's not- you're not married, are you? Is this your husband's wallet? Or boyfriend?"

"No! I'm not even dating!" Scott whined before taking another shot.

"Ah, good," Miguel nodded while patting Scott's thigh. Scott leaned into him with a sigh before jerking back up straight.

"Maybe it's her brother?" Cristian asked.

"Stupid, she's waaaaaaay more beautiful than this guy, no way they're related," Miguel laughed. He closed the wallet and handed it back.

At the bar directly in Scott's line of sight, Mateo was straddling Nick. Mateo's arms roamed over the man's back while they kissed deeply and Scott could see Mateo grinding against the other man's crotch. Mateo's sports bra was down enough to show a single fat nipple.

As he watched, Mateo unzipped Nick's pants. Nick tried to bat Mateo's hands away until Mateo kissed him once more. A small, tanned hand gripped Nick's cock to pump him slowly. Scott's face burned as he watched Mateo whisper something to the other man. The pair stood while Nick fixed himself and they walked towards the men's bathroom together. A faint moan and a wet slapping sound echoed from the bathroom next to Scott's booth.

"Fuckin' slut," Scott whispered. He took another shot and then groaned and leaned over the counter.

"You okay, Scarlett?" Miguel asked.

"My back hurts. These tits are killing me," Scott answered.

With a hesitant hand, Miguel reached out to touch Scott's back gently. As he rubbed, Scott moaned and leaned into him.

Miguel's cousins elbowed each other and silently left the booth.

"Why are they even that heavy?" Scott asked. "They ain't gotta be. Mmm, no, lower, to the left, a little- mmmmmmm... that feels really good, Miguel."

Scott reached out to squeeze Miguel's thigh.

It was still there. Inside of him. Worse, now, actually. The emptiness. The ache. The hot pulses flashing over his skin. Miguel's touch was nearly orgasmic and it only made him want more.

"Do- do you like to lift?" Scott asked.

"Oh, yeah, I do. A little," Miguel said and he dug his fingers deep enough into Scott's back that Scott's eyelids fluttered and he licked his lips. "I'm not really good at it, though. There's some routines I found online that I follow, but I keep wanting to get a trainer or someone else to help."

"I know a bit about weights," Scott said. His voice was low, but his hand crept higher until he nearly brushed Miguel's erection.

What would it feel like? he wondered. The thought was strangely alluring. He was always around other men in the gym. Men in tight clothes grunting and sweating. There had been times he'd caught himself staring. He liked his lips and his fingernails lightly scratched Miguel's cock. Just- just like the call of the void stuff. You can't help it. It's just your brain being weird.

"I could teach you," Scott said quietly. He turned to look at Miguel and, suddenly, found himself blushing. The other man was handsome. His 5 o'clock shadow on a strong jaw with dark black eyes and perfect hair tugged at things inside of Scott's chest. He felt an unfamiliar ache there, now, so different from the one between his thighs.

And those lips.

What would it feel like to kiss them?

Despite teasing Jake, he was a virgin. All bark, no bite. Never enough nerve to ask a girl out at college after being turned down in high school too many times.

"Can I-?" Miguel asked softly.

"Yes," Scott gasped before he lost his nerve.

It turned out, it felt fucking amazing to kiss Miguel. Even better to climb onto his lap. He even had a small orgasm when he began to grind into him, bumping his clit against the rough bulge of Miguel's blue jeans. Softly crying out while soaking through his underwear and the borrowed yoga pants.

And, ten minutes later, he lay on his back, shyly covering his face with his arm as he lay naked on a hotel bed with his legs on Miguel's shoulders as the man knelt before him, his hot breath puffing against Scott's dripping pussy.

Scott cried out and gripped Miguel's perfect hair when the other man kissed his clit and licked him.

"You taste amazing," Miguel purred but Scott only blushed harder and grabbed a pillow to hide his face while his tits quaked on his chest.

Ten minutes later, the pillow was tossed aside and Miguel was kissing Scott with Scott's legs wrapped around Miguel's waist.

"You're- ngh- so- nnngh- beautiful," Miguel told his future bride. "And so tight."

"Ah! Again! God! I c- came again! It- it d- d- doesn't stop!" Scott screamed out. "D- Don't stop!"

"I won't, mi reina," he said before kissing Scott's neck and shoulder and lips.

Scott's plan dissolved as he clawed at his lover's back and lost himself to the pleasure overwhelming him.

A tentative new plan began to take form.

It was simple enough and the important piece was already there with him. Above him, about to cum inside of him for the second time that night.

And it was a beautiful plan indeed.