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Aubry couldn't help but cackle slightly as she thought about her morning, riding the bus in to school. She hated that she was a senior and was still stuck taking the bus. Her parents, well, her mom and step-dad, had insisted if she wanted a car she'd have to get a job and pay for it herself. This, despite them being loaded.

Well she'd shown them.

The bus lurched to a stop, the breaks squeaking. She looked up and saw a familiar face get on the bus, his head looking back and forth for someone who she knew wasn't there. His eyes met hers and he approached. Good, Aubry thought and smiled.

``Hey Aubry. Malcolm sick today?'' Her brother's friend Peter asked. He was almost as annoying as Malcolm too.

She was a little shy about using her new powers out in public, but Peter certainly deserved something for all those times he and Malcolm had bugged her.

*zzzrrr POP! hssss*

It was a strange sound. On the noisy old school bus it nearly faded into the background. If Aubry hadn't been listening for it no doubt it would have just sounded liked some random noise. Maybe, as it came from Peter's crotch, like Peter farting.

Of course it was neither a random noise, nor Peter breaking wind. It was the magic. Oh how she would have loved to have seen it. Unfortunately if she'd made Peter's pants disappear it would have been quite obvious something was amiss.

``Yeah.'' Aubry answered as Peter shifted uncomfortably as the bus moved. Yes, Malcolm was sick and not crawling around on four limbs in a cage in his room.

Peter tried to be subtle about patting his crotch. No doubt it felt weird. Aubry saw it though and couldn't help but smirk as the sixteen year old boy blushed and walked past her quickly to find a seat. He wouldn't have much of an opportunity to check without embarrassing himself until they got to school.

A pity she hadn't figured out if she could scry yet. She'd miss seeing him undo his fly and find the little pinky sized dick in his pants.

The school bus lurched to another screeching stop. This time she looked up eagerly as the beaming round face of Kathryn stepped up on to the bus and looked for her. Their eyes met and they both grinned like idiots. Kathryn practically bounded down the bus aisle and plopped herself down in the seat next to Aubry.

``I brought something for show and tell.'' Kathryn said with a wicked grin and unzipped her back pack. She reached inside and pulled out a very realistic looking doll wearing a cartoony looking blue and white overall dress. It was maybe five inches tall. She handed it to Aubry.

The doll was heavier than she'd expected. She played around posing it for a little while. It's skin didn't feel like plastic. She poked it's rather large breasts with her finger and felt them squish slightly.

``Pretty neat, right?'' Kathryn asked.

Aubry pulled the doll closer to her eye and looked at it's face. It looked sort of familiar. Not so different from Kathryn's.

``Your sister?'' Aubry asked. Kathryn's older sister lived at home and went to community college.

``Nope. My brother Kyle.'' Kathryn said and smirked. ``I'd always wanted a little sister. Then `she' wouldn't complained she wasn't a doll when I wanted to play dress up. So I fixed that.''

Aubry smirked and pinched the doll's breasts between her fingers. Kyle had been such a horny little bastard, as 15 year old boys often are. He'd tried to peep in on Kathryn and her friends on more than one occasion, and once even `accidentally' copped a feel of Aubry. It was only right she return the favor.

``Makes me feel almost unoriginal.'' Aubry said and smirked, her fingers continuing to touch the Kyle doll the way Kyle had so often tried to touch her. ``I wanted a little sister too, so I transformed Malcolm into a girl.''

Kathryn's eyes lit up, ``Really? Is he- she? on the bus? What's he look like? I'd love to see him as a girl.''

``Nah, he was even more obnoxious as a girl. He ended up kind of a small, nervous looking girl. When he complained it wasn't right for me to turn him into a mousy girl, I decided he was right and turned him into a girl mouse.''

``Delicious!'' Kathryn squealed, ``You leave him to run around that creaky old place of yours? Hope your cat doesn't get him.''

Aubry smirked back, ``Nah, he didn't deserve that. Besides, he's always kept a pet mouse since he was a kid. Thought he might like to see that from the other side. Plus, he always complained about not being able to get laid. I'm sure him and Mickey are having a grand old time now.''

``Ooohh! I hope he gets pregnant! You'll have to tell me if he does!'' Kathryn said.

``I sure will, and I'm sure he will. I can't think of any reason I'd turn him back anytime soon.'' Aubry said and slipped her thumb under the doll in her hand's dress, brushing between it's legs. It was no flat doll crotch there. ``He isn't plastic?''

``SHE, isn't.'' Kathryn corrected, taking care to get the pronouns right for her new sister. ``In fact, watch this! Kyle. Go.''

Aubry stared at the little doll in her hands blinked. Then it turned its head and looked up at her and began to tremble slightly.

``Kathryn please make me a normal guy again!'' The little doll shouted in an adorable high pitched voice. ``I'll let you dress me up however you want if you'll just turn me back into a man after!''

``You were never a man.'' Aubry said and rubbed her thumb hard against the doll's crotch.

``I- nnnggghhhhh...'' The doll shuddered and turned such a bright shade of red Aubry was almost afraid she'd popped it. ``Please, I don't wanna-'' The doll said reaching out it's arms

``Kyle. Stop.'' Kathryn said. The doll suddenly froze. The look of panic on it's face vanished and shifted back to a flat smile. Aubry laughed.

``Aww, I kinda wanted to see if I could finally give Kyle that handjob he kept asking me for.'' Aubry said.

``Well you still can.'' Kathryn said and shrugged.

``Oh?'' Aubry asked.

``He's not frozen. He just can't move or talk on his own right now. He'll feel everything you do to him.'' Kathryn said.

``Don't you mean she?'' Aubry corrected.

``Whatever.'' Kathryn said, apparently already bored.

Aubry looked down at he doll in her hands and pressed it's arms back down by its side. She looked at it, impressed by how creative Kathryn had been.

Then she had a moment's flash of her own creativity.

With the doll in one hand, her spare hand plunged into her purse. She dug around until she felt a torn open package and pulled out a thin white rod.

She turned and saw Kathryn's eyes, which were quite wide as she realized what it was to them, and what it might be to her former brother.

``You wouldn't!'' Kathryn said in mock indignation.

Aubry smirked and brought the cue-tip down next to the doll. She brushed it's face with the cottony swap, then poked it's breasts. To Aubry and Kathryn it was so tiny, but to the little doll it was huge.

``Kyle, do you know where this would fit?'' Aubry asked as she held up the cue-tip in front of the doll. ``Kyle. Go.''

The doll's eyes went wide as it looked at the cotton swab in front of it. It's hands pressed back against Aubry's palm and it tried to slink away.

``Please don't.'' The doll said in a high pitch. ``I don't want-''

``Kyle. Stop.'' Aubry said and began to laugh. Kathryn joined in.

``I'm not going to make my best friend watch her brother get fucked!'' Aubry said and laughed.

``Thanks.'' Kathryn said and continued to laugh. ``Little prick might have deserved it though. Did you ever hear why he and Stacy broke up?''

``No.'' Aubry said. They weren't the kind of friends who kept many secrets, so this had to be bad.

``She tried to be nice and give him a BJ for his birthday. He got carried away and ended up basically raping her face.'' Kathryn said as Aubry handed the doll back to her.

``No!'' Aubry said disingenuously. ``This horny little bastard?''

``True story.'' Kathryn said and looked at the doll in her hands. ``You know, he acted all scared, but I bet he would have liked it. Hell, I bet if I let him move and left him alone he'd start playing with his own tits and pussy right away. You know how much he used to masturbate.'' Kathryn said and Aubry nodded. They'd walked in on him more than once, as well as occasionally finding the his crusty leavings on the living room couch after he'd been left home alone.

``Totally.'' Aubry said and nodded, ``Hey, maybe we should give him to one of his friends! I bet they'd like that!''

``Or maybe make one of his friends a matching little Ken to his barbie! You know I always thought Kyle and Steve's bromance would be better as a romance.'' Kathryn quipped and they both laughed. She dropped the doll into her backpack and zipped it shut as the school bus lurched to its final stop. The school itself.

``Well here we are.'' Aubry said and smiled. What a fun day it was going to be.

``Totally. So glad we don't have classes today.'' Kathryn replied. They did have classes of course. They were just going to play hooky.

``So what do you want to do first? Wait in a bathroom and ambush people who come in? Or wander the halls and get any stragglers?'' Aubry replied, going over their plan once more.

``Bathroom first, then once things settle down the halls.'' Kathryn said, ``Mike Peterson will be out then. You know he's got a huge crush on me, but he's such a dick as a hall monitor. Maybe I'll turn him into a dildo.''

Aubry arched an eyebrow, ``You turned anyone into an inanimate object yet?'' Aubry asked, knowing she hadn't.

``My sister, Clara. She's a blow up doll now. She's been complaining so much since her boyfriend went off to college, I thought I'd send her to him.''

``You didn't!'' Aubry said and smiled wickedly.

``Dropped the package in the mail this morning. She should get to his dorm room in a week or so.''

``Get out!'' Aubry said and giggled, ``Is she... still alive?''

``Sure. I turned her back and forth a few times to test it out. It's like Kyle. She can still see, hear, smell, taste, feel just about everything, she just can't move or talk. I'm not sure her and her boyfriend ever really talked much anyways.'' Kathryn said. Besides hearing them screwing through the wall, she'd walked in on them plenty of times and they'd even been arrested once for going at it in the back of her boyfriend's car at the park.

``That's so wicked!'' Aubry said and laughed.

Kathryn smirked, ``Well that's what we are now, right? Wicked Witches.''

---
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---

Natalie closed her eyes and enjoyed the sun's rays hitting her body. She lounged by the pool in the a bikini, the only sound the faint hum of the pumps churning the water slowly. It was like a paradise. A life of ease...

``Hey their Natalie.'' A high pitched voice said. Inwardly Natalie groaned. The one part of her life that wasn't so idyllic.

``What do you want Kathryn?'' She asked and turned her head to peer at her obnoxious neighbor.

``To tease you, obviously.'' Kathryn said.

``Go away Kathryn.'' Natalie said futily and turned her head back towards the sky and closed her eyes.

``She is so rude.'' Another voice said. Inwardly Natalie groaned again. Kathryn was hanging out with Aubry again. That meant they'd be twice as persistent and twice as obnoxious.

``She thinks she's so much better than us because she's older and hotter than us and married to an old rich guy.'' Kathryn said in soft voice like a whisper that Natalie was sure was intended to hear.

It wasn't really a fair characterization. Yes she was hotter than them. The DD-cups of her bikini and her toned and tanned skin revealed that much to anyone with eyes. And yes, she was older than them, but not really by so much. They were what, sixteen? Seventeen? Despite having been one only a little more than half a decade ago, she found it hard to judge how old teenagers were at age 26. And yes, she was married to an older guy. Rich was almost twenty years her senior, that would be hard to argue with. But Rich wasn't really well, rich. He made a good amount of money, probably more than both of Kathryn's parent's put together. But in the grand scheme of things, he wasn't a millionaire or anything. He made enough to support them both comfortably without Natalie having to lift a finger, and he had no problem with that.

And she did love him. And she found him sexy. He kept himself fit, and his mature salt and pepper look made him seem so distinguished to her. Older guys were just her thing. Certainly after dating enough assholes her own age, Rich had seemed like a nice change. More settled, calmer and more confident. In truth, she was crazy about him. In her mind all that together put her well outside of Kathryn's teasing categorization that she was a gold digger.

``How do you think they met? He came to take your kid to work day and fell in love?'' Aubry asked.

``Shut up you two.'' Natalie said. She'd probably have to go inside to get away from them. She usually did. It was so nice outside though. It was worth fighting at least a little for it.

``Natalie you shouldn't be so mean to us.'' Kathryn said, her voice suddenly serious.

Natalie rolled her head and lowered her sunglasses. Both Kathryn and Natalie were glaring at her in silence. It was pretty unnerving.

``Go away you creepy kids.'' Natalie said and sat up on the lounge chair.

``You know, think about how different her life would be if she didn't have those tits.'' Kathryn said.

Natalie felt a sudden squeezing sensation in her boobs and looked down. To her horror they deflated and shrank, leaving her completely flat chested with her bikini top hanging off her. She looked up with eyes full of terror at the two girls, who were smiling.

``Or if she was freakishly tall. Guy's don't like girls who are taller than them.'' Aubry said.

Natalie shivered and felt like she was being stretched, like puddy. The ground seemed to get further and further away from her. She jumped to her feet and felt dizzy and stumbled. She hadn't been short before, but now she was a giant! She was probably almost 6' 6''!

``Less curvy too. With a flat ass.'' Aubry said. Natalie grunted as her hips seemed to shrink and she had to rush her hands down to hold her bikini bottom up.

``And pale skin that just won't tan.'' Kathryn added.

Natalie looked down and saw her skin get red and freckly.

``What the hell have you done to me?'' Natalie asked, her voice lower pitched than before.

``She almost looks like an ugly guy. A scrawny nerd.'' Aubry said and her and Kathryn looked at each other for a second and Natalie stood there, terrified, waiting for their words to come true.

``Nah.'' Kathryn said, ``Her life would have been harder as a girl, always feeling unpretty.''

``Yeah, but look at her, she still hold herself with such confidence. It's unearned. If she'd grown up that way...'' Aubry said and smirked.

Natalie's whole body tingled and she took a step forward and stumbled, like her legs were different lengths. The ground started to get closer and she felt the last of her curves vanish. Her body slimmed and she clung with both hands to the overly large bikini bottoms. Her top fell to the ground, much much too large for her, leaving her flat chest exposed.

The world stopped moving and she looked up. She was nearly eye level with the two smiling girls on the other side of the fence now. Maybe just a little shorter.

``You can't do this to me!'' Natalie screamed, her voice much higher pitched. She sounded like a child.

``Fourteen's not young enough. Look how confident she still is! That won't get knocked out of her in just six years of being a teenager.'' Kathryn said.

Kathryn's world started to spin again and she felt herself get shorter and slimmer.

``There, now she'll get the whole decade.'' Kathryn said.

``Undo this!'' Natalie screamed again, ``I'll tell-''

``Aww, she's a tattle tale now? I really think that's appropriate for someone younger.'' Aubry said.

Again the world spun and the ground rushed up to her. Her body started to get a bit pudgy as it got smaller, looking up at the two girls.

``Please...'' She pleaded and started to cry, ``I don't wanna be little!''

``That's a much healthier attitude. Pity you only learned as a three year old.'' Kathryn said.

``You know, I bet a girl that little wouldn't be fully potty trained.'' Aubry said.

Natalie felt her bladder release suddenly and felt warm liquid running down her leg. Her crying got louder.

``That's so wicked!'' Kathryn beamed and the two of them cackled.

``You're so mean!'' Natalie shouted in anger.

``Oh come now, we're not all bad. Here, let's get you into something more appropriate.'' Kathryn said.

Natalie felt the bikini in her hands begin to inflate. The straps thickened and it swelled into crinkly white plastic. She recognized it immediately.

``Good call, now it's not a problem if she poos herself too.'' Aubry added.

Natalie's eyes went wide as her bowels clenched and she felt herself shit. It smooshed against the diaper and its hot sticky mess spread over her ass. The smell hit her nose a second later and she started to cry again.

``You're both bitches!'' Natalie shouted.

``Tisk tisk, such foul language from such a little girl. I think she needs to learn to talk again properly.'' Kathryn added.

Natalie's eyes widened and the ground rushed up at her again. Her legs felt weak and she tumbled to her hands and knees. Eventually her arms began to feel week too and she rolled over onto her back.

``GRRROOO AWWWWAAAWWWW!!'' She screamed, unable to make herself make words any more than she was able to make her limbs move in a coordinated fashion. Her body just wouldn't cooperate.

``Aww, look at the little baby.'' Aubry said.

``I bet she's upset she messed herself and wants a changie.'' Kathryn said.

``Don't you charge double when you babysit infants?'' Aubry said.

``That's right. I'm thirty bucks an hour to look after little babies. What do you say Natalie, you want to pay me thirty bucks to change your diaper?''

```GRRAAAAAHHHHHH!'' Natalie screamed.

``Hmm, guess not. I wonder what Rich will think when he comes home and finds a crying baby in his backyard.''

``She'll probably get put up for adoption. I don't she'll be able to coast through life on her looks this time around though.''

Natalie rolled her head and saw the two girls begin to walk away. They weren't- they wouldn't- she wasn't going to be stuck like this! She didn't want to grow up again! She didn't want to be an ugly, awkward girl! All she could do was cry and wait for Rich to find her.

---
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---

``Come on.'' The girl said nervously, holding Jed's hand as she led him from the trail. He'd been out on the trail, doing some jogging when she had literally ran into him. She'd been pretty direct and embarrassed and it seemed, horny. Jed was never one to pass up a chance to fool around with a pretty girl, so he let her lead them from the trail. They pushed out of the slightly wooded area of the trail closer to the forest's edge where the farm's started. The smell of manure becoming heavy.

Jed wondered if she'd come from one of these farms. The farmer's daughter and all that...

They rounded a the corner of a barn and Jed froze, seeing two girls from school sitting there on hay bales.

``I hate it out here in the country.'' One of them said and he tried to remember her name.

``Look who's here.'' The other said and pointed to Jed. He turned and looked at the nervous girl who let go of his hand.

``There, I brought him. Now turn me back.'' The girl protested.

``Aubry?'' Jed asked, remembering the girl's name. She'd been in his math class last year.

``Oh, so now he knows my name.'' Aubry scoffed and crossed her arms. Jed couldn't remember ever doing anything to offend her.

``Look, I don't care what you're going to do to him, you promised you would change me back. but I don't want to be a chick anymore.'' The attractive girl said.

``Oh Arthur.'' The girl who wasn't Aubry said, ``I didn't promise to change you back. I just promised to change you again.''

``What? Come on Kathryn, I'm your cousin for Christ's sake-''

``You always were such a hick. I rather think you'll like being a chick-en.'' Kathryn said, as if trying to rhyme.

``Good one.'' Aubry said.

``No no no no no,'' The pretty girl repeated as she rapidly became less pretty. Her breast vanished and her skin became pale and pockmarked. The pockmarks sprouted feathers and she began to shrink.

``No no no! A least make me a guy a-brrwk!'' The girl clucked as she started getting small enough her clothes seemed to hand off her. Her arms seemed to morph and shrivel and soon she vanished inside her clothes as the shrinking accelerated.

``Bwwrk bwwrk bwwrk...'' the white chicken clucked as it made its way out of the neckhole of the shirt she'd been wearing.

``Neat. Arthur, lay an egg.'' Kathryn commanded.

The chicken squatted down, ``Bwwrk! Bwwrk!'' It clucked angrily then was silent, ``BWWRK!'' It chirped loudly and stood up, a brown egg on the ground beneath it. It spun around and looked at it with far from animal curiosity.

Stunned at what he'd just seen, something clicked in Jed's head.

``Wait, Arthur McClaren?'' He asked. He'd been here before for a party on Arthur's farm. They were both on the track team.

Aubry turned and looked at Kathryn, ``So what do you want to do with him.'' She asked, pointing at Jed.

Jed turned and was about to run.

``Don't run.'' Kathryn said calmly and suddenly Jed's feet felt like there were fifty pounds each. He lifted each foot slowly and lumbered forward.

``So literal. All this pun based word play has gotten me confusing my thoughts with words. Stop and come back.'' Kathryn said.

``I know what you mean. Maybe we should just hurry up with him.'' Aubry replied.

``Please don-'' Jed began and the words suddenly stuck in his throat as Kathryn waved her hand at him.

He dwindled and his skin became similarly pock marked and feathered. He felt his dick shrink and feared becoming a hen just like Arthur, but somehow that just didn't seem to be what was happening.

He stumbled out of his clothes, balancing awkwardly on two skinny feet, staring up at the two giant girls.

``A rooster?'' Aubry asked, sounding a little disappointed.

``A cock.'' Kathryn said and smirked.

``Oh, I get it.'' Aubry said and shook her head, ``All cause he wouldn't talk to you at that party.''

``He was busy chasing hot chicks. Now he'll be making some.'' Kathryn said.

A strange heat and need came over Jed. He turned and saw Arthur and started to move immediately. He raised his wings and jumped and in one movement was ontop of Arthur, who clucked loudly. Jed felt himself moving automatically, moving his nether regions into position.

``Brrwwwk!'' Jed clucked loudly as he made contact and almost immediately exploded in orgasm, firing his sperm into Arthur's cloaca. The sensation was as good as sex ever had been.

``I think the chicken coop is that way.'' Kathryn pointed after Jed fell off Arthur, ``There's a lot more hens for you to fuck.''

``So wicked.'' Aubry said, ``Hope they don't get eaten by your aunt and uncle.''

``Nah, they just use them for eggs.'' Kathryn said, ``Who would have thought their son would end up being one of their number one producers? Don't worry Arthur, I'm sure mom and dad will let some of them hatch.''

The chicken that was Arthur strut towards to coop awkwardly. The chicken that was Jed strut much more eagerly. There were more hens after all. He could smell them.

---
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---

Greg, Mark, and Dan were out back behind the movie theater smoking when the two giggling girls came out of the first escape. Both groups were clearly surprised to see each other.

``Ohh! Mark!'' Aubrey cackled.

``Sup Aubrey.'' Mark replied and took another puff, the pungent odor of the joint filling the air.

``Oh Mark Mark Mark, I've been so looking forward to this.'' Aubrey grinned.

``What's up Aubrey?'' Mark asked, seeming unphased. He passed the joint to Greg.

``That's all you have to say to me? After you stood me up for a date, AGAIN?'' Aubrey asked.

``I did?'' Mark asked, and Dan giggled.

``Yeah shit man! You totally said you were going to go to the park and Aubrey was going to blow you last Thursday when we were getting high! I guess you missed it!'' Dan said, giggling as he took the joint from Greg.

``Oh, shit. Well if you still want to blow me...'' Mark said and saw Aubrey scowl at him, ``Hey, don't scowl, you're the one who said you wanted to blow me.''

``Yeah, because I thought if I promised you that you'd actually show up.'' Aubrey said. ``Instead you were hanging out with these losers getting high, weren't you?''

``Uhhh, when was our date?'' Mark asked, taking the joint from Greg. Greg and Dan both laughed.

``Friday.'' Aubrey said.

``Oh, right, yeah. I knew that. Yeah.'' Mark said and took another puff. ``My bad.'' He wheezed.

``God damn it Mark! You're behavior is so damn infantile!'' Aubrey screamed.

Kathryn's eyes lit up and she clutched her hands as if she expected something to happen, but nothing did. Suddenly the wrath on Aubrey's face cleared and she smiled calmly.

``No, you're less developed than infantile. Not even foetal. You're so undeveloped you're just a glob of cum!'' She growled.

Greg and Dan's eyes went wide as Mark seemed to suddenly suck inward towards his head and turned into a small glob of white goop. It hovered there for a minute before falling to the asphalt with a wet *plop!*

``That's so wicked!'' Kathryn said and clapped her hands, laughing.

``Oh, my- what- what the fuck! what the fuck! what the fuck!?'' Dan shouted over and over again, dropping the joint to the ground. Greg just stared wide-eyed.

``Calm down or you'll join him.'' Aubrey said and Dan shut up.

``What the f- did you just kill him?'' Dan asked more quietly, trembling slightly. He had no idea how what had happened just happened, but he knew to be scared of the two girls.

``I remember learning once that sperm stays alive outside the body for about twenty minutes, so he'd still alive. For now.'' Aubrey said and smirked.

``Turn him back! I know he was an asshole, but you can't just kill him!'' Dan said.

``Oh, I've got an idea!'' Kathryn pitched in, ``If you eat him he won't die.''

``What?'' Dan asked.

``If you eat him, well lets say 80 percent of him, he'll turn into your cum.'' Kathryn said and it was Aubrey's turn to clap and laugh.

``You want me to slurp up some cum off asphalt? Only the sluttiest chick in the world would do that!'' Dan said.

``Fine.'' Kathryn said and smiled.

The world seemed to change around Dan and he realized he felt very different as he looked up at Greg and the girls. He felt very cold and looked down and saw why. Beside's the large breasts which surprised him, he was wearing nothing but a fishnet bodystocking, a pair of black heels, and a trenchcoat.

``You made me into a-'' Dan shouted in a high pitched voice.

``You'd better hurry up if you want to save Mark.'' Aubrey said.

``Dude come on.'' Greg said.

``He always was the nice one.'' Kathryn commented to Aubrey, who nodded.

``I've got tits... and a pussy...'' Dan said in a high pitched voice as his hands with their manicured nails poked his new parts.

``Tic toc.'' Aubrey reminded.

Dan looked at the, then one at Greg, then down at the rapidly drying cum stain. He knelt down, wobbling and almost falling because of his new center of gravity. He slowly lowered his face to the stain and opened his mouth. Licking at it with a disgusted look on his face before finally puckering his lips and sucking on the asphalt like a catfish. He sat up and gagged, pulling a piece of the asphalt from his mouth.

``But wait- now Dan doesn't have- ggrnnnaah!'' Greg groaned and winced as he frantically undid his fly and pulled his pants down. He finished just in time to see his balls stop swelling as they approached tennis ball size.

``That's right, but he had to go somewhere, so there he is!'' Kathryn said and pointed, her and Aubrey laughing. ``The rules are pretty basic. Every time you squirt, Danielle here has to gobble it up or else bye-bye Mark.''

``But-but-but...'' Dan(ielle) stuttered staring at her old friend's cock, ``I don't want to be a girl!''

Aubrey frowned, ``You always were the worst Dan. Always egging Mark on to do stupid things, always thinking of yourself first.''

``Please turn Mark back. He might have been a lousy boyfriend, but that doesn't mean he should be cum forever.'' Greg asked.

``Be cum...'' Kathryn said and giggled.

``Hmm, fine.'' Aubrey said and Kathryn stopped laughing, looking at Aubrey curiously. They hadn't shown mercy yet...

``The rule is just that Mark has to end up inside of Danielle for him to be returned his testicular prison. Anywhere will do, mouth, ass, pussy. If Danielle gets pregnant with Mark, he'll stop going back to your balls and become a foetus, and eventually a baby. That sound better?'' Aubrey said and smiled, like she'd just given some great gift. Kathryn chuckled.

``I- I have to get pregnant? And give birth?'' Dan asked.

``Only if you want Mark to be a human again. Otherwise you can enjoy slurping him up or having him blown up your ass. Don't worry, you're both going to be way to horny to even think about celibacy.'' Aubrey added and they both shivered, then looked at each other.

``You two have fun now!'' Aubrey said and she and Kathryn laughed and left, leaving Dan(ielle) to wonder how she was supposed to cope with the fact that she wanted to suck her friend's dick more than she'd ever wanted sex before.

An answer presented itself before too long, and Danielle swallowed Mark down hungrily as Greg blew in her mouth in the back alleyway.

``Oh wow you're good.'' Was all Greg could say afterwards as his testicles reinflated. ``Should we get to- um- making Mark a person again?''

Danielle licked her lips, still tasting the traces of Mark on them, she felt horny, but not in her pussy. ``God they made me such a slut.'' Danielle said, ``I'm pretty sure I want you to fuck my ass now.''

``Maybe we should just do vanilla anyw-''

``Come on.'' Danielle said standing up and bending over, pulling up the trench coat to show off her fishnet clad ass. ``I think I'm going to explode if you don't fuck my ass! You can knock me up later.'' Danielle said, very much still not wanting to get pregnant.

Fortunately for her, Aubrey made sure Danielle wasn't very fertile. They would need a lot of help (and practice) for her to get knocked up.

---
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---

``Hey Brandon. Or should I say, Brandi.'' Aubrey giggled as they sat down on the bench. Around them the flashing lights and buzzers of the carnival atmosphere of the boardwalk filled the air. The attractive and busty looking blond on the bench blanched as they sat.

``Oh no.'' She said quietly.

``Come now! Is that anyway to thank us?'' Kathryn said.

``Please leave me alone.'' She said in a high pitched voice.

``How have these past three days as a girl been treating you?'' Aubrey asked.

``Is it true you blew the entire soccer team?'' Kathryn chimed in.

``I heard she fucked them all.'' Aubrey said and Brandi blushed. ``Set the record straight.''

Brandi muttered something inaudible.

``Come on, speak up.'' Kathryn said, ``Or do you want to upset us?''

``I fucked them.'' Brandi said.

``And?'' Aubrey asked.

``And I blew them.'' Brandi said, blushing even as she remembered the memory. The whole team had taken turns spit roasting her. She'd cum so hard and so frequently as she was manhandled, penetrated, and ejaculated on. Even as sore as she'd been horny enough to go home and masturbate in the shower as she cleaned herself up. There were definitely perks to being a girl.

``See? Aren't you happy you once told me you wondered what it was like to be a girl?'' Aubrey said.

``Yes, I'm grateful, thanks.'' Brandi said quickly. She would have liked to have been asked first. And to make it so her parents didn't ask questions she would have appreciated something other than them both being turned into cats.

``Hey babe, I've got you're popcorn.'' A guy said as he approached the bench.

Kathryn and Aubrey looked at him, then back at Brandi, ``Awww! are you on a date?'' Kathryn asked and they both started giggling. The guy looked confused.

``Did you blow him yet?'' Aubrey asked and Brandi blushed again.

``Come on babe, lets get out of here.'' The guy said reaching his hand down towards Brandi.

``Did you know she used to be a boy?'' Kathryn asked.

``That's-'' The guy began

``Why she's so good at fellatio. She used to have a pecker.'' Aubrey added.

``Come on babe, let's go.'' The guy said again.

``I heard she likes it when you squeeze her boobies.'' Kathryn said, both her and Aubrey laughing.

``I heard she likes it when you take her from behind, like an animal.'' Aubrey added.

``Come on, let's get away from these bitches.'' The guy said gruffly and frowned. Both Aubrey and Kathryn stopped laughing.

``What a wrecked man.'' Aubrey said.

``Don't-!'' Brandi began but was cut off as the guy's eyes went wide and he suddenly shrank, vanishing down into his clothes. A few seconds later a gray rat crawled out of the pile and froze.

``Aww, did you want to fuck him?'' Aubrey said.

``I hate you both.'' Brandi said and then clapped her hand over her mouth.

``Really?'' Kathryn said, frowning, ``Fine then. I thought we might be gal pals, but if getting laid is that important to you...''

Brandi gasped and rapidly dwindled down inside her clothes. A few minutes later a gray rat crawled out of them.

She tried to scurry away and tumbled off the bench. Then she felt a need grow in her, even greater than the need to run and hide from the terrifying giant world around her.

``I hope he's not the jealous type. With those pheromones, you're going to be attracting the attention of every male rat on this wharf.'' Kathryn said.

Brandi felt something heavy on her back and then felt something else poking at her nethers. She needed it worse than she ever had as a human, and that was saying something. She felt him pump into her quickly and in no time at all both of them had climaxed.

Still she felt like she needed more.

Aubrey and Kathryn laughed, ``Oh Brandon, I hope you enjoyed being a chick while you had the chance. I think being the brood mother of the next generation of wharf rats is going to be a lot more work.'' Aubrey said.

Something smelled... powerful. Even with her once date nearby, she could smell other males. She couldn't believe how much she wanted them all to do the same thing to her. She was a human. Once a man for god's sake!

She looked up longingly as Aubrey and Kathryn stood and walked away. Her last chance at humanity walking with them.

She looked around and realized her once date and mate had scurried off somewhere, running away no doubt to deal with the fact that he was now a rat. Maybe she'd run into him again. The wharf wasn't that big.

She darted away quickly, headed towards the dumpsters. She'd seen many a rat there when she was a human. Hopefully there would be at least one eager male there now. As terrible as this was, at least the sex was still good.