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It was almost a familiar scene as Jay and Zeke sat next to each other. Sure, the bed they were on had become larger, but that didn’t change the fact that this was the second time in barely two days that they’d found themselves like this. But the time that had passed made all the difference.

Jay kept his eyes on the open laptop as Zeke played with his hair, a single finger twirling blue locks as he stared off at nothing in particular. Occasionally, Zeke would eye Jay’s body – the rippling muscles visible beneath his best friend’s clothing – and rubbed his thighs together, gently biting his lower lip before his mind clouded again…

…what was he thinking about? Jay was saying something…

He snapped his fingers in front of Zeke’s face, “Come on, man! Focus!” Jay snapped at his friend, taking a moment to glance at the door – just in case he was wrong and they weren’t alone… just in case someone heard him. He looked back to his friend, “Do you get it?” Jay asked, “Any of it?”

“Umm…” Zeke thought about what Jay was talking about. But it was just so much more fun to play with his hair. A lot of the bigger words just turned into slush. Still, he tried really hard. “…Was it, like, The Pad?” At Jay’s slow nod, Zeke’s heartbeat quickened. The blunette clapped his hands and giggled. “Yay~!”

Jay took a deep breath, “Zeke, The Pad isn’t changing you because of a glitch.” He focused intently on his friend’s wide, happy blue eyes. “The Pad stored every change you ever made, and now it’s making all those things happen at once.”

“…Woah,” Zeke breathed, “Man, that’s…” He started counting on his fingers, splaying out a manicured finger for each drawing he could recall. Slowly, it grew more and more difficult and his brow began to furrow. “Umm…” He only made it four fingers in before he had to recount, and by then he found his lips falling into a depressed pout. “That’s a lot of stuff…”

Jay nodded, “Okay, now you’re getting it… What the hell’s wrong with you, Zeke? You can be a little slow, but this is nuts!”

“Like, I dunno! I was runnin’ ‘round with Maxine, and, um, ya know, she was, like, suuuper nice to me when my girls got all, um, big n’ bouncy,” Zeke emphasized the mass of his ta-tas by lifting his sizeable rack and letting his tits drop and bounce. Zeke still wasn’t wearing a shirt, and Jay couldn’t help it if his attention was suddenly drawn to Zeke’s nipple rings. “And, um,” Zeke paused, “We got some stuff to eat n’ junk…” He licked his lips, “And, like… hey, Jay…?”

“Yes, Zeke?”

“We seriously kissed,” Zeke leaned forward with palpable excitement, gently pressing up against Jay as her eyes seemed to sparkle with wonder. “I mean, like, we already kissed n’ stuff durin’ the sleepover…? And, um, that was – like – my first kiss. But, um, this other kiss we had after that was sooo hawt. Like, Oh. Em. Gee. Ya know?”

Jay didn’t know what to do. He could feel one of Zeke’s large, pierced nipples rubbing up against his bicep as the guy-turned-girl leaned in. At this point, it was becoming impossible to think of Zeke as a he instead of a she.

She had a hand on his thigh as she watched him, her lips settling into a natural O-shape – perfect for blowjobs, a lewder part of his mind suggested. He wanted to shut that part up and lock it away somewhere… but Zeke just kept on talking, her fingers brushing dangerously close to Jay’s growing hard-on.

“So, okay, like Maxine was, like, gettin’ seriously forward in thuh bathroom and, umm…” Zeke’s voice petered out as her tongue ran across her upper lip in thought. For a moment, Jay caught a glint from her tongue piercing. His member grew harder at the sight just as her hand trailed further up his thigh. “It was, like, so nice.”

“I’m, uh…” Jay coughed, “I’m sure it was… anyway,” he gestured towards the laptop’s screen, “Here, take a look at this–” a video was playing “–I knew about the first kiss, and I kind of recorded it, so please don’t get mad–”

“You were watchin’?” Zeke’s eyes widened, “Woah. That’s, like, so hot!”

“…Glad you think that, but do you notice anything different?”

“Umm…” Zeke carefully examined the scene, “I mean, I’m all… big n’ stuff…?”

“Right,” Jay nodded. “Your changes are retroactive–” He noticed Zeke’s eyes were already glazing over at the word, “They’re going backwards. Through time. You weren’t that big when you kissed her the first time, but now the video says you were.”

“Ohhh, I get it!” Zeke nodded, “So my lips’re all puffy too, right? And, like, that’s cuz of thuh Pad!”

“Yes, we’ve been over that…”

“And, like, they’re puffy here, too!” She said, pointing one long, red nail at the image on the screen. “So… like, if I umm… ya know, do stuff now, it’ll look like that there!”

“…Zeke… Your hand…”

“Ya think thuh Pad’s done with me, yet?” Zeke looked Jay in the eye, “Or… am I gonna change some more…?”

Jay didn’t answer. Instead, his attention was taken away from the screen and more focused on his crotch. Zeke’s hand slowly undid the button at the top of his pants, before crawling down to slide the zipper lower. Jay felt his teeth grit as his rock hard Johnson tented against his boxers, still not free of their confines but more than halfway there…

“Wow! That’s, like, super awesum!” Zeke babbled, “I mean, it’s not, but like, thuh Pad’s all, ya know–” He wasn’t even sure that Zeke knew what she was saying anymore. She just filled the air with words. “–cuz that’d be so hawt and–” God, he could even hear the exaggerated accent she put on her words. Her tone was the perfect example of airy vapidity in motion.

Jay’s face went flush as Zeke’s hand slipped under his boxers and wrapped around his cock. It was already at attention, but the feeling of her fingers made it grow even stiffer. She didn’t seem cognizant of what she was doing, more focused on the screen in front of her as her palm began massaging Jay’s would-be midnight sausage.

“Zeke…” Jay felt his toes curl. Each rub from Zeke’s hand sent chilling echoes of pleasure through his body. Her fingers trailed up and wrapped around the head of his cock, as if gently petting his beastly animal. “…You’re…” He took a deep breath and felt his body grow warm. “You’re home…” he could feel his cracking voice suddenly firm into a growl as his breaking tenor reached for an even baritone.

Thump. Thump. He wasn’t sure if that was the sound of his pounding heart, or the feeling of his balls dropping with extra weight as testosterone began rushing through his system in earnest. Zeke, unaware of her friend’s struggles, continued working his shaft while brainlessly staring at the screen in front of her.

“Um, yeah… Like,” she brought her other hand to her face, a finger out and ready to be suckled. “I so get what Maxine digs n’ stuff, fer shur.” She scoffed, “Now’m, like, ready to change back…?” Zeke licked her lips, taking her eyes away from the screen to look at Jay’s. She blinked. It was a motion slowed down by her long eyelashes, her gaze going from wide-eyed to half-open. Her half-surprised, half-confused expression, her mouth parted halfway to saying “uh”, was her closest approximation of annoyance.

She turned her head a bit, looking down to see what Jay was so focused on – what the fuck. Whatever other words she was about to say died in her throat and decayed into an audible, “Ohhh…” of realization. “Hey, Jay…?”

“Yeah… Zeke?” Jay grunted in a voice both guttural and deliberate. A rush of raw endorphins demanded release as another wave of raw, unbridled masculinity began filling every pour of his body.

Zeke’s hand wrapped a little tighter around Jay’s burly dick as it continued to grow, and she found the pace of her palm and fingers increased from gentle rubbing and rhythmic tugging into a dedicated effort. Her mind suddenly felt more focused now than it had in hours. She breathed deeply – if it was to relieve stress, it only succeeded in drawing in Jay’s musk just a little further in.

“Like… you smell good…” She took another deep breath, “You… have you been sweatin’?”

“I was running around town. Looking for you,” Jay growled, “Babe.” Zeke’s hand was reaching towards the base of his shaft. He could feel her nails running across his balls, massaging them, treating them less like brass and more like gold.

“…Zeke,” Jay tried to say something else. But the caressing of Zeke’s palm took his breath away. “…I…”

“S-So,” Zeke stuttered, “Umm…” She tried and failed to avert her eyes from his massive member, “…Like, I mean, umm…” She scooched closer to him, crossed her legs, and tightly pressed her thighs together. Zeke bit her lower lip, “Fffhh…” She inhaled, giving Jay’s dick another careful squeeze. She could feel the warm skin in the palm of her hand, how it pulsed as if preparing for an eruption.

Jay felt his muscles begin to tighten. His hands were still on the keyboard and his fingers were trembling. “It’s dry…” he uttered.

“H-Huh…?” Zeke offered another slow blink at Jay’s abrupt change in tone.

Jay’s hands clenched. “My dick is dry.” He growled. There was no malice behind words that Jay couldn’t stop himself from saying. Just hard facts – Zeke’s work was good, but they needed lube.

“Oh! I… I think can help with that…” Zeke panted, her lips approaching the monstrous meat before her. She put her weight on him, her hands sliding under his shirt and easily slipping it off as she took a good look at his abs, his pecs… she was drooling, and nothing was stopping her mind from running wild with perverse possibilities. She began bending lower, brushing her lips against the head of his throbbing peen.

Jay could feel her hot breath on his schlong, the way it twitched as she grasped it firmly… the gentle buzz of her lips as she hummed and sampled the head of his knob, and the cool feeling of the air on his dampened member as Zeke’s pierced tongue began licking. Top to bottom, she drew her tongue down in a single, slow motion, as she made sure to move her hand just out of the way. It would be an unbroken trail from tip to base, and only then would she draw her tongue higher.

Zeke’s hand grew slick with saliva, and Jay felt his ability to concentrate on the laptop completely collapse. What was he thinking, trying to ignore something that just felt natural? He opened his mouth to tell his best friend to stop – “Keep going.” He said instead.

The blunette’s work bordered between a handjob and fellatio, but it presented a line she was all-too-willing to cross as she slid lower. Slinking off the bed, and keeping her hands, and mouth, within grasping distance of Jay’s hard-on, she found herself crawling closer to him. The carpet felt good on her knees, and she was just the right height to put her funbags to work.

She was closer now, squeezing each of her perfect, massive tits on either side of his cock – he trembled at the sensation, caught between two soft pillows. Her hands moved, each squeeze and squish eliciting approving grunts as Jay egged her on. “More.” He’d say, “Faster.” He’d command.

Eager as Zeke was to please, she hardly noticed the way her tits grew another size as they were pressed against Jay’s enormous throbber, nor did she notice the way her lips thickened just a little more. Her head dipped low, and her mouth began suckling the meat in front of her. For Jay, the change was clear.

Zeke’s mouth went from soft and wet, to soft, wet, and tight as her tongue continued darting back and forth, greedily wrapping around whatever part of his dick she could taste. Her sucking intensified, and as her head bobbed she let her tits bounce and flow around Jay’s hard tool. No part would be left without stimulation, caught as it was between an orifice built to moan and suck, and a pair of tits meant to entertain male fantasies.

It was only by some miracle that Jay managed to grasp something resembling sense, yet that proved insufficient to making him stop. “Zeke…” he breathed, “Your sucking’s really good, Zeke.” It was the longest sentence he’d managed since the haze of sex began filling both their minds, and he wanted to curse himself out for it.

Her slurping just grew more audible as further changes swept over the two. Jay’s shoulders widened, his biceps thickened, muscle continued expanding in his form – and even as he changed, Zeke’s body warped with his. Her nails grew longer, her lips changing just a little more, her hair lengthening – sluuuurp – Zeke eagerly fondled Jay’s balls, making sure to take a look at his body as her fellationship with his king-sized fuck stick continued.

Mercifully, his release came. Jay offered only a single grunt, followed by the money shot. He nutted in her eager mouth, cream of masculinity filling Zeke’s greedy fuckhole as strings of pearls dribbled down her thick, cushioned lips. Even without the layer of seed that coated her face more than any makeup could hope to, Jay only needed to take one look at her open mouth – her tongue out and bathed in white – and he could tell that Zeke would never be taken seriously like this.

Even without all that jizm, her lips were too thick to let her frown properly. Speaking without a lisp would likely be a monumental task for her, and that was without considering the way she stared at him. Jay’s trouser gravy dripped from her eyelashes – she didn’t even blink.

Her mouth closed. At least, it closed about as well as it could manage with lips as thick as hers, and Jay could hear Zeke’s audible swallow as she consumed his load. Licking her lips, and eagerly lapping up walnut butter, Zeke’s expression could best be described as fucked stupid.

With an awkwardness that completely belied his new body, Jay blushed. “So…” he said, an underlying confidence to his voice that he really didn’t have, “You remember what we were talking about?”

Zeke was still busily consuming the pole milk that covered her. God, it’d even spattered her bare tits…

“Umm…” She tried to answer, swallowing again as her fingers dripped splooge into her eager mouth. Semen trailed from her nails to her lips, and as her fingers withdrew Zeke could only offer a half-lidded expression. “…I dunno.” Her pure, innocent vapidity threatened to push Jay into going full mast again.

“The Pad, Zeke.”

It took her a moment to react. “Oh…! Umm… Like, ya know. I think, like… stuff…?” She was halfway towards brushing some of her hair back when she realized that doing so would just spread more of Jay’s cum around. “Anyway, um, what-ever,” she said, dismissively. “It’s all… um…” Zeke looked him over, taking in every detail of his chiseled form. “Sooo…” she trailed, “Um, like, yeah. You look like you got changed n’ junk.”

“…Yeah,” Jay rubbed the back of his neck. “I was running away from your brother – well, sister now – and I just started getting bigger… I couldn’t find you, and I was worried.”

“So you ran ‘round lookin’ for me?” Zeke asked, looking up at Jay. His dick rubbed against her cheek, and she smiled. “That’s, like, sooo sweet.” She said, rubbing her face up against Jay’s member like an eager cat.

“Thanks?”

“But, um, not that I’m, like, ya know, complimentin’ you or anythin’. I mean, like, it’s just… umm…” Zeke took a long moment to attempt formulating a sentence. “Didja look for me with thuh laptop?”

“What? No, I couldn’t look your location up–”

“No, not that… I mean… didja go ‘round holdin’ thuh laptop? Like,” Zeke put a hand at her side and mimed grasping the folded computer. “‘Cuz, ya could’ve left it here, right?”

Jay blinked, thinking about that. “Huh,” he exhaled, “I guess that was kind of dumb of me.”

Zeke giggled and nodded, her long, blue hair bouncing. “Uh huh, it totally was! Umm,” she puckered her dick sucking lips and finally thought to bring up an arm to cover up her nipples. “Not that I’m one to talk…” she mumbled, “I’m a dummy covered in yummy cummy.” She tried to pout, but instead offered a happy smile as she tittered.

“It’s not that bad,” Jay shook his head. “You still remember being a guy, right? And at least you’re aware of your changes, so reversing them won’t be that hard. We just have to wait for the Pad to stop shifting things around.”

“But, Jaaaay…” she whined, “I don’t wanna wait to turn back. I wanna be a dude again – Like, I wanna sound smart an’… an’… I want a dick that’s… um… ya know… Um…”

Jay just kept staring with wide eyes at the massive set of tittyflesh that gently swayed as Zeke’s lips parted slightly. “…Zeke, buddy, I…”

“Big.” Zeke said the word as if it explained everything. “Gawd, Jay, you’re so big,” she gasped as if just starting to understand that. “Like, thuh biggest!” Her lisp was noticeable as a slight whistle between words.

“What.”

“I mean, like,” Zeke swallowed, the flavor of Jay’s seed drowning out everything else in her mouth. “It’s way huge.” She blinked, long lashes batting as she fingered her lower lip. Jay noticed her bellybutton piercing chimed lightly as she leaned in, “Like, umm…” And she was already running her lips across his member for another round.

Jay’s eyes widened, “Zeke…! T-Think about what you’re doing!” He stuttered. Having finally released his payload, a part of his mind had cleared up. “You’re a guy, man! Come on, snap out of it!” He yelped as Zeke grasped each of his thighs and began lowering her face to his dick.

But at the last moment, she looked up. Zeke stared at him, “’m sorry,” she mumbled. Zeke took a deep breath, the scent of nut cream filling her, “You smell so… so…”

“So…?”

“Good.” Zeke’s head came down as she planted a kiss on Jay’s dick. Like the first time, it started gentle. Yet as she quivered in delight, savoring his flavor straight from the source, a taste of sweat and sheer masculinity… she finally understood something. “I…” she breathed, “I can’t stop…” She kissed his cock again, and tried pulled away. “I can’t stop…!” Like a magnet, her lips were just attracted to his dick.

Hungrily, her mouth met his member and her tongue reached around to further explore her man’s thick, steely serpent. Jay groaned, feeling his pole grow stiff once more even as Zeke’s mind was further fried with estrogen and lust. She knew it was wrong. This was her best friend – she was a guy… but he was really cute. A natural musk wafted off of him as her efforts intensified, she felt her tongue stud run across his skin and she shivered.

Unbeknownst to her, it wasn’t all masculine fumes that were being churned up in that room. Her natural scent, honey and strawberries, filled Jay’s nostrils. He was bigger than Zeke by at least two feet but she still had an amazing amount of power over his cock… it was hard for him to resist as facts that he’d known for at least a day finally reached their conclusion.

Zeke – Zee – was extraordinarily sexy.

And Jay, being a straight male with a sudden explosion of testosterone in his body, was already struggling to control himself next to his now-female friend. This kiss, that sweet odor, it proved too much for him. It was just in his nature to let his hands work. He grasped the back of Zee’s head, and he pulled her lower.

It was only fair that if he was going to face-fuck his friend, then he’d do it right.

---

End Part 14

Description

It was almost a familiar scene as Jay and Zeke sat next to each other. Sure, the bed they were on had become larger, but that didn’t change the fact that this was the second time in barely two days that they’d found themselves like this. But the time that had passed made all the difference.

Jay kept his eyes on the open laptop as Zeke played with his hair, a single finger twirling blue locks as he stared off at nothing in particular. Occasionally, Zeke would eye Jay’s body – the rippling muscles visible beneath his best friend’s clothing – and rubbed his thighs together, gently biting his lower lip before his mind clouded again…

…what was he thinking about? Jay was saying something…

He snapped his fingers in front of Zeke’s face, “Come on, man! Focus!” Jay snapped at his friend, taking a moment to glance at the door – just in case he was wrong and they weren’t alone… just in case someone heard him. He looked back to his friend, “Do you get it?” Jay asked, “Any of it?”

“Umm…” Zeke thought about what Jay was talking about. But it was just so much more fun to play with his hair. A lot of the bigger words just turned into slush. Still, he tried really hard. “…Was it, like, The Pad?” At Jay’s slow nod, Zeke’s heartbeat quickened. The blunette clapped his hands and giggled. “Yay~!”

Jay took a deep breath, “Zeke, The Pad isn’t changing you because of a glitch.” He focused intently on his friend’s wide, happy blue eyes. “The Pad stored every change you ever made, and now it’s making all those things happen at once.”

“…Woah,” Zeke breathed, “Man, that’s…” He started counting on his fingers, splaying out a manicured finger for each drawing he could recall. Slowly, it grew more and more difficult and his brow began to furrow. “Umm…” He only made it four fingers in before he had to recount, and by then he found his lips falling into a depressed pout. “That’s a lot of stuff…”

Jay nodded, “Okay, now you’re getting it… What the hell’s wrong with you, Zeke? You can be a little slow, but this is nuts!”

“Like, I dunno! I was runnin’ ‘round with Maxine, and, um, ya know, she was, like, suuuper nice to me when my girls got all, um, big n’ bouncy,” Zeke emphasized the mass of his ta-tas by lifting his sizeable rack and letting his tits drop and bounce. Zeke still wasn’t wearing a shirt, and Jay couldn’t help it if his attention was suddenly drawn to Zeke’s nipple rings. “And, um,” Zeke paused, “We got some stuff to eat n’ junk…” He licked his lips, “And, like… hey, Jay…?”

“Yes, Zeke?”

“We seriously kissed,” Zeke leaned forward with palpable excitement, gently pressing up against Jay as her eyes seemed to sparkle with wonder. “I mean, like, we already kissed n’ stuff durin’ the sleepover…? And, um, that was – like – my first kiss. But, um, this other kiss we had after that was sooo hawt. Like, Oh. Em. Gee. Ya know?”

Jay didn’t know what to do. He could feel one of Zeke’s large, pierced nipples rubbing up against his bicep as the guy-turned-girl leaned in. At this point, it was becoming impossible to think of Zeke as a he instead of a she.

She had a hand on his thigh as she watched him, her lips settling into a natural O-shape – perfect for blowjobs, a lewder part of his mind suggested. He wanted to shut that part up and lock it away somewhere… but Zeke just kept on talking, her fingers brushing dangerously close to Jay’s growing hard-on.

“So, okay, like Maxine was, like, gettin’ seriously forward in thuh bathroom and, umm…” Zeke’s voice petered out as her tongue ran across her upper lip in thought. For a moment, Jay caught a glint from her tongue piercing. His member grew harder at the sight just as her hand trailed further up his thigh. “It was, like, so nice.”

“I’m, uh…” Jay coughed, “I’m sure it was… anyway,” he gestured towards the laptop’s screen, “Here, take a look at this–” a video was playing “–I knew about the first kiss, and I kind of recorded it, so please don’t get mad–”

“You were watchin’?” Zeke’s eyes widened, “Woah. That’s, like, so hot!”

“…Glad you think that, but do you notice anything different?”

“Umm…” Zeke carefully examined the scene, “I mean, I’m all… big n’ stuff…?”

“Right,” Jay nodded. “Your changes are retroactive–” He noticed Zeke’s eyes were already glazing over at the word, “They’re going backwards. Through time. You weren’t that big when you kissed her the first time, but now the video says you were.”

“Ohhh, I get it!” Zeke nodded, “So my lips’re all puffy too, right? And, like, that’s cuz of thuh Pad!”

“Yes, we’ve been over that…”

“And, like, they’re puffy here, too!” She said, pointing one long, red nail at the image on the screen. “So… like, if I umm… ya know, do stuff now, it’ll look like that there!”

“…Zeke… Your hand…”

“Ya think thuh Pad’s done with me, yet?” Zeke looked Jay in the eye, “Or… am I gonna change some more…?”

Jay didn’t answer. Instead, his attention was taken away from the screen and more focused on his crotch. Zeke’s hand slowly undid the button at the top of his pants, before crawling down to slide the zipper lower. Jay felt his teeth grit as his rock hard Johnson tented against his boxers, still not free of their confines but more than halfway there…

“Wow! That’s, like, super awesum!” Zeke babbled, “I mean, it’s not, but like, thuh Pad’s all, ya know–” He wasn’t even sure that Zeke knew what she was saying anymore. She just filled the air with words. “–cuz that’d be so hawt and–” God, he could even hear the exaggerated accent she put on her words. Her tone was the perfect example of airy vapidity in motion.

Jay’s face went flush as Zeke’s hand slipped under his boxers and wrapped around his cock. It was already at attention, but the feeling of her fingers made it grow even stiffer. She didn’t seem cognizant of what she was doing, more focused on the screen in front of her as her palm began massaging Jay’s would-be midnight sausage.

“Zeke…” Jay felt his toes curl. Each rub from Zeke’s hand sent chilling echoes of pleasure through his body. Her fingers trailed up and wrapped around the head of his cock, as if gently petting his beastly animal. “…You’re…” He took a deep breath and felt his body grow warm. “You’re home…” he could feel his cracking voice suddenly firm into a growl as his breaking tenor reached for an even baritone.

Thump. Thump. He wasn’t sure if that was the sound of his pounding heart, or the feeling of his balls dropping with extra weight as testosterone began rushing through his system in earnest. Zeke, unaware of her friend’s struggles, continued working his shaft while brainlessly staring at the screen in front of her.

“Um, yeah… Like,” she brought her other hand to her face, a finger out and ready to be suckled. “I so get what Maxine digs n’ stuff, fer shur.” She scoffed, “Now’m, like, ready to change back…?” Zeke licked her lips, taking her eyes away from the screen to look at Jay’s. She blinked. It was a motion slowed down by her long eyelashes, her gaze going from wide-eyed to half-open. Her half-surprised, half-confused expression, her mouth parted halfway to saying “uh”, was her closest approximation of annoyance.

She turned her head a bit, looking down to see what Jay was so focused on – what the fuck. Whatever other words she was about to say died in her throat and decayed into an audible, “Ohhh…” of realization. “Hey, Jay…?”

“Yeah… Zeke?” Jay grunted in a voice both guttural and deliberate. A rush of raw endorphins demanded release as another wave of raw, unbridled masculinity began filling every pour of his body.

Zeke’s hand wrapped a little tighter around Jay’s burly dick as it continued to grow, and she found the pace of her palm and fingers increased from gentle rubbing and rhythmic tugging into a dedicated effort. Her mind suddenly felt more focused now than it had in hours. She breathed deeply – if it was to relieve stress, it only succeeded in drawing in Jay’s musk just a little further in.

“Like… you smell good…” She took another deep breath, “You… have you been sweatin’?”

“I was running around town. Looking for you,” Jay growled, “Babe.” Zeke’s hand was reaching towards the base of his shaft. He could feel her nails running across his balls, massaging them, treating them less like brass and more like gold.

“…Zeke,” Jay tried to say something else. But the caressing of Zeke’s palm took his breath away. “…I…”

“S-So,” Zeke stuttered, “Umm…” She tried and failed to avert her eyes from his massive member, “…Like, I mean, umm…” She scooched closer to him, crossed her legs, and tightly pressed her thighs together. Zeke bit her lower lip, “Fffhh…” She inhaled, giving Jay’s dick another careful squeeze. She could feel the warm skin in the palm of her hand, how it pulsed as if preparing for an eruption.

Jay felt his muscles begin to tighten. His hands were still on the keyboard and his fingers were trembling. “It’s dry…” he uttered.

“H-Huh…?” Zeke offered another slow blink at Jay’s abrupt change in tone.

Jay’s hands clenched. “My dick is dry.” He growled. There was no malice behind words that Jay couldn’t stop himself from saying. Just hard facts – Zeke’s work was good, but they needed lube.

“Oh! I… I think can help with that…” Zeke panted, her lips approaching the monstrous meat before her. She put her weight on him, her hands sliding under his shirt and easily slipping it off as she took a good look at his abs, his pecs… she was drooling, and nothing was stopping her mind from running wild with perverse possibilities. She began bending lower, brushing her lips against the head of his throbbing peen.

Jay could feel her hot breath on his schlong, the way it twitched as she grasped it firmly… the gentle buzz of her lips as she hummed and sampled the head of his knob, and the cool feeling of the air on his dampened member as Zeke’s pierced tongue began licking. Top to bottom, she drew her tongue down in a single, slow motion, as she made sure to move her hand just out of the way. It would be an unbroken trail from tip to base, and only then would she draw her tongue higher.

Zeke’s hand grew slick with saliva, and Jay felt his ability to concentrate on the laptop completely collapse. What was he thinking, trying to ignore something that just felt natural? He opened his mouth to tell his best friend to stop – “Keep going.” He said instead.

The blunette’s work bordered between a handjob and fellatio, but it presented a line she was all-too-willing to cross as she slid lower. Slinking off the bed, and keeping her hands, and mouth, within grasping distance of Jay’s hard-on, she found herself crawling closer to him. The carpet felt good on her knees, and she was just the right height to put her funbags to work.

She was closer now, squeezing each of her perfect, massive tits on either side of his cock – he trembled at the sensation, caught between two soft pillows. Her hands moved, each squeeze and squish eliciting approving grunts as Jay egged her on. “More.” He’d say, “Faster.” He’d command.

Eager as Zeke was to please, she hardly noticed the way her tits grew another size as they were pressed against Jay’s enormous throbber, nor did she notice the way her lips thickened just a little more. Her head dipped low, and her mouth began suckling the meat in front of her. For Jay, the change was clear.

Zeke’s mouth went from soft and wet, to soft, wet, and tight as her tongue continued darting back and forth, greedily wrapping around whatever part of his dick she could taste. Her sucking intensified, and as her head bobbed she let her tits bounce and flow around Jay’s hard tool. No part would be left without stimulation, caught as it was between an orifice built to moan and suck, and a pair of tits meant to entertain male fantasies.

It was only by some miracle that Jay managed to grasp something resembling sense, yet that proved insufficient to making him stop. “Zeke…” he breathed, “Your sucking’s really good, Zeke.” It was the longest sentence he’d managed since the haze of sex began filling both their minds, and he wanted to curse himself out for it.

Her slurping just grew more audible as further changes swept over the two. Jay’s shoulders widened, his biceps thickened, muscle continued expanding in his form – and even as he changed, Zeke’s body warped with his. Her nails grew longer, her lips changing just a little more, her hair lengthening – sluuuurp – Zeke eagerly fondled Jay’s balls, making sure to take a look at his body as her fellationship with his king-sized fuck stick continued.

Mercifully, his release came. Jay offered only a single grunt, followed by the money shot. He nutted in her eager mouth, cream of masculinity filling Zeke’s greedy fuckhole as strings of pearls dribbled down her thick, cushioned lips. Even without the layer of seed that coated her face more than any makeup could hope to, Jay only needed to take one look at her open mouth – her tongue out and bathed in white – and he could tell that Zeke would never be taken seriously like this.

Even without all that jizm, her lips were too thick to let her frown properly. Speaking without a lisp would likely be a monumental task for her, and that was without considering the way she stared at him. Jay’s trouser gravy dripped from her eyelashes – she didn’t even blink.

Her mouth closed. At least, it closed about as well as it could manage with lips as thick as hers, and Jay could hear Zeke’s audible swallow as she consumed his load. Licking her lips, and eagerly lapping up walnut butter, Zeke’s expression could best be described as fucked stupid.

With an awkwardness that completely belied his new body, Jay blushed. “So…” he said, an underlying confidence to his voice that he really didn’t have, “You remember what we were talking about?”

Zeke was still busily consuming the pole milk that covered her. God, it’d even spattered her bare tits…

“Umm…” She tried to answer, swallowing again as her fingers dripped splooge into her eager mouth. Semen trailed from her nails to her lips, and as her fingers withdrew Zeke could only offer a half-lidded expression. “…I dunno.” Her pure, innocent vapidity threatened to push Jay into going full mast again.

“The Pad, Zeke.”

It took her a moment to react. “Oh…! Umm… Like, ya know. I think, like… stuff…?” She was halfway towards brushing some of her hair back when she realized that doing so would just spread more of Jay’s cum around. “Anyway, um, what-ever,” she said, dismissively. “It’s all… um…” Zeke looked him over, taking in every detail of his chiseled form. “Sooo…” she trailed, “Um, like, yeah. You look like you got changed n’ junk.”

“…Yeah,” Jay rubbed the back of his neck. “I was running away from your brother – well, sister now – and I just started getting bigger… I couldn’t find you, and I was worried.”

“So you ran ‘round lookin’ for me?” Zeke asked, looking up at Jay. His dick rubbed against her cheek, and she smiled. “That’s, like, sooo sweet.” She said, rubbing her face up against Jay’s member like an eager cat.

“Thanks?”

“But, um, not that I’m, like, ya know, complimentin’ you or anythin’. I mean, like, it’s just… umm…” Zeke took a long moment to attempt formulating a sentence. “Didja look for me with thuh laptop?”

“What? No, I couldn’t look your location up–”

“No, not that… I mean… didja go ‘round holdin’ thuh laptop? Like,” Zeke put a hand at her side and mimed grasping the folded computer. “‘Cuz, ya could’ve left it here, right?”

Jay blinked, thinking about that. “Huh,” he exhaled, “I guess that was kind of dumb of me.”

Zeke giggled and nodded, her long, blue hair bouncing. “Uh huh, it totally was! Umm,” she puckered her dick sucking lips and finally thought to bring up an arm to cover up her nipples. “Not that I’m one to talk…” she mumbled, “I’m a dummy covered in yummy cummy.” She tried to pout, but instead offered a happy smile as she tittered.

“It’s not that bad,” Jay shook his head. “You still remember being a guy, right? And at least you’re aware of your changes, so reversing them won’t be that hard. We just have to wait for the Pad to stop shifting things around.”

“But, Jaaaay…” she whined, “I don’t wanna wait to turn back. I wanna be a dude again – Like, I wanna sound smart an’… an’… I want a dick that’s… um… ya know… Um…”

Jay just kept staring with wide eyes at the massive set of tittyflesh that gently swayed as Zeke’s lips parted slightly. “…Zeke, buddy, I…”

“Big.” Zeke said the word as if it explained everything. “Gawd, Jay, you’re so big,” she gasped as if just starting to understand that. “Like, thuh biggest!” Her lisp was noticeable as a slight whistle between words.

“What.”

“I mean, like,” Zeke swallowed, the flavor of Jay’s seed drowning out everything else in her mouth. “It’s way huge.” She blinked, long lashes batting as she fingered her lower lip. Jay noticed her bellybutton piercing chimed lightly as she leaned in, “Like, umm…” And she was already running her lips across his member for another round.

Jay’s eyes widened, “Zeke…! T-Think about what you’re doing!” He stuttered. Having finally released his payload, a part of his mind had cleared up. “You’re a guy, man! Come on, snap out of it!” He yelped as Zeke grasped each of his thighs and began lowering her face to his dick.

But at the last moment, she looked up. Zeke stared at him, “’m sorry,” she mumbled. Zeke took a deep breath, the scent of nut cream filling her, “You smell so… so…”

“So…?”

“Good.” Zeke’s head came down as she planted a kiss on Jay’s dick. Like the first time, it started gentle. Yet as she quivered in delight, savoring his flavor straight from the source, a taste of sweat and sheer masculinity… she finally understood something. “I…” she breathed, “I can’t stop…” She kissed his cock again, and tried pulled away. “I can’t stop…!” Like a magnet, her lips were just attracted to his dick.

Hungrily, her mouth met his member and her tongue reached around to further explore her man’s thick, steely serpent. Jay groaned, feeling his pole grow stiff once more even as Zeke’s mind was further fried with estrogen and lust. She knew it was wrong. This was her best friend – she was a guy… but he was really cute. A natural musk wafted off of him as her efforts intensified, she felt her tongue stud run across his skin and she shivered.

Unbeknownst to her, it wasn’t all masculine fumes that were being churned up in that room. Her natural scent, honey and strawberries, filled Jay’s nostrils. He was bigger than Zeke by at least two feet but she still had an amazing amount of power over his cock… it was hard for him to resist as facts that he’d known for at least a day finally reached their conclusion.

Zeke – Zee – was extraordinarily sexy.

And Jay, being a straight male with a sudden explosion of testosterone in his body, was already struggling to control himself next to his now-female friend. This kiss, that sweet odor, it proved too much for him. It was just in his nature to let his hands work. He grasped the back of Zee’s head, and he pulled her lower.

It was only fair that if he was going to face-fuck his friend, then he’d do it right.

---

End Part 14