NSFW! A New Outlook NSFW!

Tags: FtM transformation, gay/yaoi, oral, anal, group sex, light bukkake
Note: Ctrl+F ~s~ to skip right to the action (there's two)

Dr. O'Neil straightened her stockings, adjusted her hair, and clicked her nails together for what felt like the millionth time. Her fidgeting was the only noise in the immaculate corner office, the sleek glossy surfaces echoing the sounds like a forgotten mausoleum. She always hated this office. Despite using it as a benchmark for her stature in life--the good doctor would always brag at parties how her office is larger than her first apartment--Elliot O'Neil had never cared for gloss, or sharp edges, or minimalist artwork that cost as much as a small car. No, the entire setup was a façade, a carefully-calculated showing of professionalism that had served to impress investors and intimidate underlings.

God, she hated all of it. But the entire thing would be well worth the effort if this test proved positive. The blinking icon on her desktop indicated that Dr. O'Neil had yet another email begging to be answered, but she was so anxious she couldn't be bothered to spare the workload a second look. If only her assistant would fucking call her. Finally, her slim cell phone rang and she snapped it up fast enough to almost crack the casing, and after a moment of strained silence the doctor broke out into the widest grin to ever crease her brow.

Stepping out of her office with a stride that clearly threatened a world of hurt on anyone who spoke to her, Elliot made her way to her private elevator and pressed the hidden B3 button. The mirrored interior of the elevator forced the doctor to take a good long look at herself on the way down: raven hair was pulled into a no-nonsense bun that showed the very beginnings of greying, blue eyes flecked with green were framed with the professionally proper amount of makeup, and a grey pencil skirt and blazer showed off curves that indicated ideal child-bearing genetics, despite never having any children. God willing, this would be the last time this tired face would look back at her.

The closest thing Dr. O'Neil had to a child was the 70-story skyscraper she was currently gliding down. RejuvaNew Industries was the fruit of her labors, a lifetime of work in the science of youth that had taken her over three decades of tireless work to build from the ground up, all in the name of one final end goal to do it all over again. Only this time she would do it right--no thankless jobs, no stress, no penny pinching, Elliot would take the coffer she had slowly filled to bursting and live a proper life of hedonistic luxury she had always wanted. She could get a boyfriend. She could get several boyfriends!

With a beep the elevator slowed to a stop, and the doctor stepped out into a secret laboratory that had been cleared out save for one soul. Dr. Sam Blackwell was O'Neil's second in command, a sturdy man with a tidy grey beard and a patient gaze behind half-frame glasses. She was aware the man had always slightly resented her, mostly for being her underling despite being several years her senior, but he was professional enough to never show it and she was grateful enough to never flaunt it. Today, however, he clearly looked bothered.

"Elliot, please don't do this," Dr. Blackwell pleaded, skipping any sort of preamble.

Dr. O'Neil didn't slow her stride as she walked past her associate to the awaiting lab in the back. "We've had this conversation enough already, Samuel. I'm days away from turning 50, and I've sacrificed my entire life for this opportunity, so either you help me or I get someone else to." The man quietly swore an oath and jogged to catch up with his boss, he knew full well that he was the only one qualified to run the test and grinding his heels in the ground would just further endanger her.

"Did you at least prepare properly?"

"Of course I did, Sam. No food or drink, no medication, and I updated my will. Now stop stalling and get prepared!" Dr. Blackwell sighed and went into another room, leaving Elliot to marvel at the impossibly complex series of pipes arrayed against the back wall like a stainless steel pipe organ. Her very own Fountain of Youth was finally ready. She undressed and donned an awaiting gown before climbing onto an operating table that she had to purchase an entire hospital for to justify for the books.

Dr. Blackwell returned and began attaching the equipment to his subject, explaining as he went along, "Now the serum we devised will repair any damage caused by time to your DNA and organs, a heavy dose of steroids will speed up your metabolism to aid the process, and a sustained electric shock will send your body into emergency repair mode." He stuck the needles and electrodes in her body and strapped on the restraints with a bit too much force. "Too bad you weren't willing to wait until we could figure out how to make this compatible with anesthesia." His boss merely quirked an eyebrow in answer, and with a sigh Dr. Blackwell inserted the rubber mouthpiece that would stop her from biting her tongue off.

Without another word Sam closed the door behind him, leaving Elliot in silence save for the pumping of the Fountain as it started up. The serum entered her blood first, and she was surprised to find that it actually traced a pleasing tingle along her veins not unlike drinking warm cider. Then came the steroids that sped up her heart, and with a lurch her body was rocked with electricity. Hurt like a bitch, but above it all she could feel the serum working as her skin tightened and muscles contracted.

A thought crossed Elliot's mind that she could ride this out without problem when something started to go wrong. She could feel her femur straining, almost stretching before it shattered and immediately reformed with an unimaginable burst of pain. Seemingly every bone in her body followed after, everything contorting, breaking, and repairing itself in unison, her fat and muscle was boiling in her skin, and most of all it felt like her vagina was actually on fire. Elliot couldn't shout out for help, couldn't think, and after an eternity of agony her mind went white and she finally passed out.

...

"Dr. O'Neil? Elliot, can you hear me!?" Elliot groaned, the voice was faint and far off but the urgency was enough to rouse her. Slowly, she opened her strained eyes and hissed at the sharp white light in her face. There was a blurred outline of a man, and as her vision cleared Dr. Blackwell came into view. He looked pale.

"Sam? What happened?" Elliot asked. Her whole body was sore, as if she had just finished the most intense workout of her life. Even her vocal chords felt like they needed a nap.

"I... I don't know. Something we've never seen before." The worried tone of his voice suddenly sank in, and despite the ache Elliot sat up to observe herself. Her skin was wonderfully tight and smooth, and she felt lighter than ever... too light, in fact. There was no weight on her chest, and when she looked down her gown she found her breasts had vanished altogether. She didn't even qualify for an A-cup now. And the strange discomfort below that...

"Oh my fucking god," Dr. O'Neil said, "I have a penis."

Dr. Blackwell stood up and grabbed a printout from the computer. "Yes, it was an unprecedented change. Your hormone levels went wild and then just... flipped on its head. I ran some blood work after the process finished, and sure enough your body had undergone a complete chromosomal change from XX to XY. The energy requirements were so immense that your body essentially burned away nearly all of its fat reserves to see it through, but the strangest thing is that everything else appears normal. Elliot, as far as I can tell, you are now a perfectly healthy 19 year-old... man."

Elliot was silent for a moment, and with unsteady coordination stepped off of the bed. "I need a mirror."

"Dr. O'Neil, I really think--"

"Get me a full-body mirror. NOW." Sam winced and pulled a rolling mirror from the adjacent room, finally allowing Elliot to get a good look at her new body.

Or rather, his new body. The first thing Elliot noticed was how much he had stretched out, from a 5'2" curvaceous woman to what he estimated was a 5'5" slender man. Very slender, in fact, Elliot hadn't been close to this thin since she had decided to pursue academia fresh out of high school. Now he had a runner's build that was all lean muscle and long limbs with a thin face to match, the only exception being a surprisingly pronounced and round buttocks. He could feel the peak of an Adam's Apple rather than see it, and although his shoulder-length hair had stayed the same length it was now a pure midnight black. The only thing that had remained the exact same were his blue and green eyes, but even they were filled with new life.

Elliot let his hands drop to his sides, and the loose hospital gown fell to the floor. Twisting and looking himself up and down from every angle, he noticed his stance was still decidedly effeminate, but otherwise... "Huh, would you look at that. Once you get past the shock, I'm actually quite handsome."

"Congratulations, Dr. O'Neil," Sam said from behind him, his normally steady voice dripping with sarcasm. "Can we please now talk about the completely unprecedented change to your body that has gone against the tests and all known science? And please, can you make yourself decent?" He tossed Elliot a duffel bag that contained a basketball outfit with a pale blue and white color scheme, including matching shoes. "My nephew Daniel is in the building," Dr. Blackwell answered the unspoken question, "There isn't exactly an abundance is spare young adult male clothing I can borrow without raising questions."

"So I get to dress as an aspiring drug dealer, how charming," Elliot said, before catching himself and continuing, "Thank you, Samuel. Now I understand the urgency of finding out what happened to me, but frankly I am too tired to be of any use. I need to sleep, and in my own bed. You said you took some blood samples, do whatever you feel necessary with them and we'll put our heads together in a few days."

Dr. Blackwell nodded in understanding. "I figured you'd say that, so I already called for a car, although it'll unfortunately have to be a basic cab to avoid suspicion. I'll send Daniel to come get his clothes from your place tomorrow, too. Get some rest, Dr. O'Neil."

...

~s~
Truth be told, sleep was the last thin on Elliot's mind. In fact, he felt more energized than ever, and the very first thing he did upon entering his penthouse was jump on the furniture like an actual child. It was liberating to the point of catharsis, but that out of his system he stripped out of the basketball uniform and gave his lithe new body a more intimate look in the mirror. The thumb-sized member and hairless testicles hanging off his pelvis looked absolutely alien to him, so there was clearly only one way to grow more acquainted. Elliot tried to arouse himself by picturing his new body in relations with a pretty young woman, but that didn't elicit even the slightest spark out of him. She had never been interested in women, anyways. Frustrated, he grabbed the nearest object to hurl across the room, but stopped when he realized it was Daniel's basketball shorts. Maybe...

Elliot balled up the shorts and gave them a deep whiff. Daniel Blackwell, despite his reluctance to apply his brain on anything, was a very athletic young man and had obviously played a vigorous game of basketball earlier today. The shorts stank of sweat and musk, and Elliot's body reacted to the pheromones by immediately entering into a full state of arousal. His new phallus was completely erect, the foreskin peeled back to reveal a shining glans, and when Elliot ran a tentative hand along the shaft shivers shot up his spine.

Keeping the musky shorts to his nose with one hand, Elliot used the other to masturbate and within less than a minute he reached climax. It was a completely different feeling to vaginal orgasms, and the sensation was so new he had managed to blow his entire load all over the full-length mirror. God, he hadn't seen a man's semen in so long... Elliot dropped to his knees and licked the seed off the mirror, relishing in the sweet taste. In her younger years she would give men blowjobs just for the pleasure of swallowing a load, and it hadn't occurred to him until now that he effectively had an endless supply. This was great! What else could this body sense differently?

Out of curiosity, Elliot spread some lubricant on one finger and rubbed it around the edge of his asshole. The former Elliot was no stranger to anal play and ending a stressful day with filling all of her holes, and while massaging the outside felt the same Elliot yelped when he slipped the finger inside. Merely touching his new prostate was enough to wake his flaccid penis back up, and the pleasure he felt was unlike any other. Hungry for more, he grabbed one of his smaller dildos and worked it slowly into his ass. The end was curved for stimulating a woman's Gräfenberg Spot, but it was just as effective at hitting the prostate and a very ladylike moan escaped Elliot's lips.

He was in heaven. Laying on the floor with his legs spread open wide, Elliot fucked his ass with the dildo while he played with his nipples--they weren't nearly as sensitive anymore, but they still felt wonderful and it wasn't long until he reached climax for a second time. His phallus shot out the cum in long, ropy streams, and this time Elliot was slow with wiping up every drop to lick off himself. Then he just lay there, content to bask in his own afterglow, before finally forcing himself to his feet.

So. His mind was relatively unchanged; he was still interested in the same things and he wanted the same people, only now he had the energy and freedom to actually pursue it. His plans had to be adjusted slightly, but despite that a sly grin spread across his face. This was going to be fun.

Elliot spent the rest of the evening reading up on terminology, because despite her PhD the doctor had never bothered to study the trans community. Or would he even qualify for that? Regardless, pretending to be a new and confused homosexual on the Internet proved incredibly fruitful, and he quickly learned all he could about twinks and drag queens and bears. Apparently, Elliot would be considered a "trap" because he had no interest in dressing like a man and his new body was androgynous enough to pass with little more than some makeup.

The next morning Elliot got to work preparing himself, finding any clothes that would fit his skinny body and putting on just a hint of makeup. As expected, around noon the buzzer rang and announced that Daniel had returned to pick up his uniform. Elliot let him up, and the young man stopped short when he saw the resident. He was wearing seemingly random street clothes, his blonde hair in a mess, and his own natural musk was emanating off him in waves. "Uh... you're not Ms. O'Neil."

Elliot smirked, leaning back on the kitchen counter. He had slipped into a silky pink bathrobe that hid what he needed and accentuated what he wanted, and he thoroughly enjoyed having the studly visitor eye him up and down. "No, she's away for now. I'm her daughter, Elliot. It's nice to meet you, Danny."

"You too. You new in town? Never knew Uncle Sam's boss had a daughter." Danny had turned to pick up his uniform, and he flinched slightly when Elliot walked right up behind him.

"Why yes in fact, I am new here. Maybe you wouldn't mind showing me around sometime?" Danny was a few inches taller than Elliot, and looking up into a handsome man's eyes sent his heart racing and every orifice thumping in time with a dull ache--just like when he was a young girl. The other man was barely able to say an affirmative when Elliot said, "Great! Let's talk about that later," and pushed Danny down onto the couch. His bulge was showing through his jeans, and he didn't struggle as Elliot undid the zipper to expose the engorged member. It wasn't the thickest, but certainly long enough and positively inviting.

"Shit, you don't waste any time, do you?" Danny asked, clearly pleased with where his evening had gone.

"Wasted too much time already," Elliot answered, more to the cock he was marveling than to the man, and with a happy moan from both parties he swallowed the phallus in one go. He hadn't forgotten how to work a man, and Elliot licked every square inch of skin he could reach. Back up to the tip, he sucked on the glans and lapped up the drop of precum that he was able to milk out. God, the smell of his member was overwhelming, and while Danny was laying there and being useless Elliot gave into the hunger and effectively started to facefuck himself. All the way down until he was gagging and about to lose it, then all the way back up with enough force to make himself dizzy.

Either Elliot's skill was better than he realized or Danny hadn't had any release in a while, because after only a few strokes Danny groaned, grabbed Elliot by the hair, and force him down to the base while he came. Great gobs of semen slid effortlessly down Elliot's throat, and he happily made sure not to waste a drop. But damn if he wasn't a little disappointed in how quickly the young man climaxed.

"Now don't tell me that's all you got," Elliot teased, running a finger along the length of the still-twitching member. "What if I asked you to fuck my ass, hmm?"

Danny laughed quietly and said, "Damn Elliot, if your ass is as good as your mouth I might just ask you to move in with me."

Elliot smirked and turned around, lifting up his robe to expose his rump, already lubed and aching for something more than a dildo. He ground his hips on Danny's lap, the other's cock sliding between his asscheeks until it was fully hard again and Danny was begging to put it in. Without turning around to expose himself, Elliot gripped the manhood and guided the tip to his anus. It slid in without any pain, making Elliot moan like an outright bitch as he took the entire length inside him.

Better than any finger or dildo, a real human cock inside his virgin ass was the greatest pleasure Elliot had ever felt and he wanted it to never end. The warmth, the texture of every vein and ripple, the slight twitching, the former professional doctor was overwhelmed with endorphins and could only thirst for more, more, more! Elliot began bouncing up and down on the cock while moaning and running his hands over his body; he had completely forgotten about the man attached to the cock and giggled with pleasure when Danny began to grope and massage him.

"Ooo bitch, you are so good at this! Let me help you out, rub that little pu--wait, what the fuck!?" Elliot was rocked back to reality when Danny pushed him away, falling off his cock and stumbling across the floor. "You're a fucking dude!"

Elliot cursed himself for losing focus, but sauntered back over to Danny with a sway to his hips. The front of his robe was open now, revealing his own fully engorged manhood, and Danny couldn't take his eyes off it. "That's right Daniel, you were fucking a dude. And you were loving it, weren't you?"

"I-I-I didn't know--"

"Oh, spare me. Or are you saying you don't want anymore of this?" Elliot turned around and spread his asscheeks for Danny, and the other man actually licked his lips at the sight. "That's right, this was the best sex you've ever had, and you know you'll regret it if you stop now. Now be a good boy and take off your shirt." As if in a trance, the other man did so to reveal just the right amount of hair over a toned chest. Delicious. Elliot spread his legs so he could stand over the man and said, "Oh yes, Ellie likes what she sees. And Ellie wants you to fill her slutty little ass with a nice, thick, hot load of cum."

Daniel gripped Elliot by the waist and guided him back down onto his cock, only this time the pacing was less frantic. Elliot placed his palms on Danny's chest for support and began riding him with long, deep strokes while the other gripped his ass and controlled the pace. Elliot wasn't sure what had done it, but Danny had seemed to completely forget that another man's cock was gently slapping against his abdomen and he wasn't about to dwell on the why.

The two were staring into each others' eyes with an almost frightening intensity, and struck by inspiration Elliot leaned down to share a deep kiss with Danny. He didn't fight it and instead kissed back twice as hard, his stubble making Elliot's face tingle and his tongue making Elliot's own dance. The doctor didn't expect the other man to be this good, and combined with the new position putting pressure on his prostate he knew he didn't have long.

Elliot's ass started to clench down and Danny started to moan, so he broke away and begged, "Cum in me, Danny. Please. Fill this bitch up with your cuummmaaaaah!" The scream was punctuated with Elliot having an anal orgasm that utterly covered Danny's chest with his seed, and right after Danny followed with his own climax. The burning sensation of getting his ass filled with semen for the first time was a moment Elliot would never forget, and as much as he wanted to freeze time he wasn't quite done. He hopped off, enjoying the warm feeling as a bit of seed leaked out and slid down his thigh, and licked all his own cum off Danny's chest.

Without giving him a moment to react Elliot went up and shared his load with Danny, giving him a snowball kiss that the other man, surprisingly, didn't fight. Once all the semen had been swallowed by the two of them Elliot rolled over onto the couch and heaved a deep, happy sigh, finally spent. The two laid next to each other for a moment, their panting the only sound, until Daniel stood up and pulled his clothes together. He mumbled something of a goodbye and practically ran out the door without giving Elliot another look.

Damn shame. He could've gone for another round.

...

For 30 years Elliot O'Neil had suppressed her sexual hunger in the name of professionalism, and finally freed from that burden the next three weeks passed by in a blur of utter debauchery. First to go was the shoulder-length hair, opting instead for a cute pixie cut with a shock of deep blue in the front. Then went the old wardrobe, gone into storage to make room for all the clothes he always wanted to wear but couldn't: tank tops, short skirts, six-inch high heels, and all manner of dangling baubles. He even got a tattoo, three little stars that went down the side of his pelvis. The final step was a complete overhaul of his penthouse, where before her only comfort was a locked trunk full of her sex toys. Now all the sterile gloss had finally been replaced with bean bags, overstuffed cushions, and anything else perfect for lounging and fucking. It was all very cathartic, in a way.

Unfortunately, it quickly became apparent that Elliot wouldn't be able to spend too much time in his own home. Dr. Sam Blackwell was on the hunt for him, and merely leaving voice mails and emails that he would come in later weren't going to cut it. It didn't help that, years ago as a precautionary measure, Elliot had given Dr. Blackwell every access code to her penthouse and the man was clearly watching the place. So without a home to go to, Elliot fell into the habit of exploring the gay district of town during the day, going to clubs at night, and sleeping with whatever stud he decided to accompany home. Hey only thought of his most basic slutty needs, and for the first time in his life Elliot was truly, consistently happy.

So it was to Elliot's great surprise when, while cruising for his next fuck at a club, he happened across a familiar face. "Oh my god, Danny? What are you doing here?" The young man seemed to have undergone his own transformation recently; with a slimming button-down shirt, clean shave, and hair pulled back into a short ponytail, Danny had really cleaned himself up, but despite everything he looked rather sullen and practically jumped at the sound of Elliot's voice.

"Ellie? Oh hey, didn't expect to see you here." The tired strain to Danny's voice was subtle, but noticeable, and Elliot realized he must have been sitting alone at the bar for a while. "You look, uh, nice."

Elliot smirked and sat down on the stool next to him. He was wearing a cutoff tank top to show off his new belly button stud, a dangerously short skirt, stockings, heels, and just enough makeup to be considered whore-ish. "Why thank you, you're looking quite tasty yourself. But what are you doing all the way out here, hmm Danny?"

"I... fuck, I don't know anymore," Danny said, sighing and pinching the bridge of his nose. "You've made me a very confused man, Ellie."

Elliot bit his lower lip in thought. Fun as this selfish lifestyle is, he still had every instinct to extend a helping hand when he could. Letting out a good-hearted laugh, he said, "What's to be confused about, Danny? We were just two consenting adults making each other feel good. And you can't say I didn't make you feel great." Danny sheepishly mumbled something in the affirmative. "That's what I thought. So now that you've tasted my fruit you wanna find someone else to make your little bitch-boy, huh?"

Danny fingered his half-empty cocktail glass for a moment before quietly saying, "Not... not quite that."

Elliot's eyes practically glowed when the realization hit him. "Wait, you want to GET fucked? Oh Danny, that's wonderful!" He hugged Danny around the waist, and in his excitement he began to babble. "I can show you all the tricks! How to dress, how to walk in heels--"

"No no, not that!" Danny quickly shushed him. "I don't want to dress up like a girl, or anything. I just... how do you do it, Ellie? Aren't you afraid of, like, catching something?"

"You forget, hon, I own--I mean, my mom owns one of the world's biggest pharmaceutical companies. I'll hook you up with the best preventative antibiotics out there, don't worry. Now let's go!" Elliot hopped off his stool and began playfully tugging Danny on the arm. When he started to protest, Elliot answered, "You've been sulking long enough, let's find someone to pop your cherry!"

"N-not you? But I already know you..."

Elliot waved the idea off and said, "Tried topping, didn't like it. Don't worry, we'll make your first special." The club scene was hopeless tonight and Elliot gave up looking fairly quickly, but fortunately he had kept the contact info of his favorite hookups and knew just who to call. A short cab ride later found the two standing at a row of gentrified townhouses, and after a quick knock one of the doors opened to reveal a hip and young Silicon Valley-type couple.

Aaron was a musical 20-something with chocolate skin and just enough muscle tone, whereas Travis was a towering bear with a wide build, wild hair everywhere, and a deep laugh. Elliot had gone home with the two of them last week and decided they were his favorite type of people--very polite and very chill, with some very fun kinks behind closed doors--so he had been looking forward to seeing them again regardless. Danny was visibly nervous as the two ushered him into the rustic townhouse and Elliot bounced along behind, but two bottles of red wine later he started to actually relax and chat with the rest like they were all old friends, talking about basketball and his secret desire to act.

~s~
Finally loosened up enough, Elliot leaned in and cupped Danny's chin in his hands, sharing a deep kiss that quieted the room into near-silence. Danny pulled away looking slightly bewildered, but Travis and Aaron urged him to continue. They were content to sit and watch, quietly rubbing each other's bulges.

With barely a word, Elliot stood Danny up and pulled down his pants, exposing a manhood twitching with nervous excitement. Elliot took the warm shaft into his mouth and began sucking, leaving red smears all along it from his lipstick. Already Elliot could feel Danny's tense muscles starting to relax as pleasure replaced anxiety, and the basketball star didn't pull away when Aaron walked up and began kissing him. Aaron knew how to ease Danny into the action and kept things gentle, undoing both their shirts and letting them fall to the floor.

"Hey, come down here," Elliot said, tugging Danny by the hand until the two were kneeling down on the floor together. Aaron undid his pants, and when they dropped Danny sucked in a breath of surprise at the phallus right in front of his eyes. "Don't be scared, it's not gonna bite you," Elliot giggled, giving Aaron's member a few strokes. "You know how good it feels, give it a try." Tentatively, Danny gripped the base of the shaft and licked the head, and although he looked like a child trying vegetables at first he quickly warmed up to the idea and sucked down more and more of the length. "That's right, watch the teeth. You're a natural at this! Let's get the rest of you ready."

Aaron nodded and laid down on the chaise extension of their sofa, pulling Danny up so he was on all fours. Danny went back to blowing Aaron and Elliot asked, "Now you've cleaned yourself out real good, right sweetie?" Danny's muffled voice gave the affirmative and Elliot responded, "Good boy. Now relax, you'll like this." Elliot crouched behind him, kissed a trail down his tailbone, and without any warning plunged his tongue in his asshole. Danny yelped, or tried to, but pinned between the two men he couldn't move and his squirms quickly turned into moans. Elliot hummed in satisfaction and delved deeper, massaging every part of Danny's insides that he could reach, and within seconds Danny started to leak precum.

"You've spent enough time on him, strumpet," a voice said from behind Elliot. Travis had stood up and had his arms crossed, his jovial nature replaced with a serious glare. "Come here and do your job."

Elliot grinned and crawled over to the waiting man. "Mmm, yes Mr. Travis." He was very much a dominant top and let Elliot do all the work pulling down his pants--the first time Elliot had hooked up with them was the first time he had experienced such a large power divide, and he had instantly loved it. Elliot licked his lips when the cock was finally freed, but before he could do anything Travis grabbed a handful of his hair and slammed his face down the full length.

"God Ellie, you're such a fucking slut. You like being my toy?" Travis growled. He loved it! The gagging was already making Elliot's eyes water, and he couldn't do anything but hold onto Travis' thighs for dear life. "That's right, swallow my meat!" Elliot was facefucked until he couldn't hold his breath any longer, and when he finally pushed away Travis slapped him across the face just hard enough to heighten the pleasure. "You're not done until I say you're done, strumpet."

Elliot flinched and acted shy, but his erection had pushed past his skirt and he was internally begging to get fucked. Between heaving breaths Elliot managed to gasp, "I'm sorry, Mr. Travis. Please don't punish my ass!" Travis responded by picking up Elliot like a rag doll and pushing him onto all fours on the couch, where he ripped Elliot's panties down and gripped his fleshy cheek with a calloused hand.

"Oh now, what the fuck is this?"

Elliot giggled and lowered his face, pushing up his rump more to show off the surprise. Lately he had taken to wearing a jewel-studded butt plug at all times, simply because he enjoyed the feeling of being full. "It's just a little something to keep me ready for you, Mr. Travis."

"Heh, you lying whore," Travis said, pulling back his hand to give Elliot a hard spank. Again and again, right in the exact same spot, until mascara was running streaks down Elliot's face and there was a perfect pink handprint on his cheek.

While he was being spanked from the pinned position on the couch, Elliot had the perfect view to watch Danny lose his anal virginity. Aaron, normally the submissive bottom, had laid Danny on his back and was gently massaging his anus. Plenty of oil and plenty of patience, Aaron had worked Danny into a whimpering puddle of pleasure and the former jock had finally abandoned all his inhibitions. Now ready as Danny ever would be, Aaron straightened, rubbed the head of his shaft against the relaxed opening, and slowly pushed his entire impressive length inside Danny. And damn, Elliot was impressed. Danny was loving it, moaning like a bitch and tugging at his own manhood while Aaron picked up the pace and started to properly fuck him.

Suddenly the spanking stopped, leaving a dull burning sensation on Elliot's cheek, and with a pop and a gasp the plug was yanked out of him. "Spread it for me," was all Travis growled, bearing down with both hands on Elliot's waist, and obediently he reached back and spread his rump for easier access. Unlike Aaron, Travis wasted no time with foreplay and forced his entire manhood inside Elliot in one go.

The pain Elliot felt was just below unbearable, Travis was the biggest Elliot had ever taken and it was still a challenge. "God Mr. Travis, you're so thick! You fill me up so good!" he groaned through clenched teeth. Travis huffed a laugh in response and began fucking him without mercy, each thrust enough to make Elliot gasp for air. After a few moments the pain started to subside and Elliot could begin working his magic, pushing back on Travis and repositioning himself until his face was inches from Danny's. "Getting properly fucked is great, isn't it?" Elliot asked.

Aside from a small twinge of embarrassment still somewhere in his eyes, Danny was now fully lost in the pleasure. "Fuck, it really is. Can't believe I denied this my whole life." Elliot leaned down and shared a kiss with Danny, made quite difficult from the upside-down angle and the movement of them both being fucked, but it was still the closest Elliot had gotten to genuine passion during sex.

Grabbing Elliot by the throat and yanking him away from Danny, Travis growled, "I said you're not done until I'm fucking done with you." Travis hoisted Elliot up and sat back, leaving the twink to ride the bear reverse-cowgirl style. Elliot got to work and began grinding, working his hips back and forth in a way guaranteed to drive any man wild, and Travis let out a happy moan.

Elliot got so deeply lost in the moment, he almost didn't notice the steadily climbing intensity of Danny's rutting noises. He called for the other two to come over and reposition, so that Danny was standing in front of Elliot while being ridden like a horse by Aaron. Grabbing the other's bouncing cock with one hand, Elliot grinned up at Danny and began tugging him. "You like watching me get pounded, Danny? Wishing it was your dick in this tight hole?"

"Y-yeeees," was all Danny could manage. He was panting furiously, brown eyes staring daggers at Elliot while the double stimulation brought him ever closer to orgasm.

"Then show me, baby. Give in and mark me with your cum!" As if he had been waiting to hear Elliot beg, Danny howled to the high heavens and unleashed a torrent on Danny. Pearly white ropes hit Elliot's chest hard enough to make splattering noises, and Elliot moaned as the hot, musky scent overwhelmed him. When the stream finally ceased, Danny's knees buckled and he collapsed on the couch with a whimper.

Aaron looked down at the inexperienced bottom as his body twitched to the aftershocks and said, "Well great, and I was almost done, too."

Elliot giggled and responded, "Sorry about that sweetie, I got greedy. Come here and I'll make it better." Letting Travis grip him by the waist to take over fucking, Elliot took every bit of Aaron's chocolate meat into his mouth and licked him clean. To show how sorry he really was, Elliot snaked a hand between Aaron's legs and wiggled one, then two fingers inside his ass and felt around for his prostate. Aaron moaned when it was found, gripping Elliot by the sweaty hair to control his pace. Caught in the middle, Elliot happily hummed to himself and relinquished all control. He relished in having both his holes filled, and being used as a fuck toy by the two men was just an added bonus.

Aaron was the first to reach orgasm. When his groaning reached a climax Elliot pulled him out, letting the other man's seed spill all over the twink's face--thankfully, none had got in his eyes--and down his chest. Before he really had a chance to enjoy the facial, Elliot was hoisted up by Travis and dropped onto the couch. He looked up at the bear, smiling and absentmindedly rubbing a nipple slicked with cum, and said, "Are you going to leave your mark on me too, Mr. Travis?"

"You've got no idea, strumpet." Instead of finishing over him, Travis spread Elliot's legs open and thrust himself back inside hard enough to elicit a surprised yelp. Travis had clearly been saving his energy until now, pounding Elliot hard enough to make his anus sing with pleasure and pain. His view was completely dominated by Travis as the bear loomed over him, and the domination was topped off by a rough hand wrapping around his neck. Travis knew just the right way to choke someone out, squeezing the sides of the neck to cut off blood flow but leaving enough room to breathe, and it heightened the pleasure Elliot felt with each thrust beyond comprehension.

He couldn't take it. Elliot was trying to hold off until he could finish with Travis, but the combination of being simultaneously choked and fucked was pure ecstasy to the young slut. He could only squeeze out an effeminate whine before his back arched, his legs locked up and he came, spilling his seed all over his torso to mingle with the messy glaze already there. Whether Travis didn't notice his fuck toy had reached climax or he just didn't care is unclear, but he kept up the punishing treatment until Elliot was on the verge of passing out. With a roar the big man finally came, sending waves of heat throughout Elliot's body as his ass was filled to capacity and his brain was allowed to think again.

Spent, panting, sweaty, and sticky, Elliot could barely move and wanted nothing more than to make this euphoria last forever. Begrudgingly, once he started to cool Elliot slowly stood up--there was a nice tickle on his inner thigh as some of Travis' seed dripped out of his anus--and asked to use the shower, which Aaron casually waved him in the right direction. He and his boyfriend were spooning on the couch, all kink exhausted from their systems and replaced with cute affection, so Elliot left them to it and pulled Danny in tow. The poor man had a half-drunken stumble, but was clearly enjoying the afterglow and followed Elliot into the spacious standing shower.

They didn't say much once the shower started, both men opting instead to just let the hot water wash all the sex off their bodies. When some energy had returned to Elliot he grinned at Danny and said, "See? I promised to make your first time soecial." The other just bashfully grinned back and nodded. "So you think I've converted you to the wonderful world of buttfucking?"

Danny actually laughed at this and responded, "Kind of, I guess. That was some of the best sex I've ever had, but I don't want to bottom all the time. A good fuck on top still feels great, too."

"Oh really? I think the term for that is a switch." Elliot stepped forward and traced a line between Danny's pecs. "I must say, I find that very sexy." Looping one hand under his jaw, Danny tilted Elliot's face up to share a slow, deep kiss with him. Elliot could feel the other swelling against his pelvis, so he pulled away to giggle and say, "Well well, looks like the big boy is ready for another round."

-Epilogue-

The front door opened and slammed shut, surprising Elliot as he hurried to assume a sexy pose. Danny wasn't supposed to finish class for another two hours, but maybe he was just excited--"Dr. O'Neil! What in the blue hell is going on!?" Elliot squeaked and jumped several feet in the air, turning to see a red-faced Dr. Sam Blackwell staring back at him. The room fell to awkward silence, and Elliot became painfully aware that his old partner had walked in on him, in a lacy French maid outfit and six inch heels, bent over to show that he wasn't wearing any panties. Surprise for the wrong Blackwell.

"S-S-Sam!" Elliot sputtered. "What-what're you doing here?" It had been so long since the transformation that Elliot had assumed Dr. Blackwell had given up staking out his penthouse and moved back in.

"I knew it was you!" Samuel was on the verge of shouting as he strode up to Elliot with an accusatory finger. "My sister told me of all the changes Daniel had been going through, how his new 'girlfriend Ellie' inspired him to quit the basketball team. He'll lose his scholarship, and it's all your doing!"

Elliot took a deep breath to center himself and assumed a nearly-forgotten stance of authority. Swinging free in a French maid outfit didn't make it easy, but he managed. "Yes, Samuel, it's me. I'm sleeping with your nephew." Dr. Blackwell physically recoiled at the confirmation, but Elliot soldiered on. "And if you would stop and actually look at him for five minutes, you would see how much good it's done him. Danny is happier, Sam. He's healthier and he's even doing better in all his classes. He's dropping basketball because he never actually liked it, and instead he's discovering an actual passion for acting."

The older man groaned, clearly not convinced. "But why... why you?"

"Why me? Because it feels amazing when he fucks me, Samuel. For both of us. And when he does real good on a test, we go out to find a few more men to take home and have wild group sex with. And you know what? As a going away present, we're going to try and take on the entire basketball team. Just the two of us, getting fucked by all dozen of them." Dr. Blackwell was actually turning green, so Elliot sighed and backed off. "Just let him live his life, please. Let both of us. I want to go back to college, take the art and music and history classes that I always wanted to. You can handle RejuvaNew on your own."

"That's exactly what I've been doing, Dr. O'Neil," Samuel corrected him. "It's been two months since you disappeared, everyone thinks you're dead and I took on your share of the stocks. Just like in your will. But that means I control your dividends."

Elliot's eyes widened as the horror dawned on him. "You wouldn't..."

"You forget, Doctor, you aren't the only one looking for a solution to aging. I want it, too, but I'll be damned if it turns me into a sexed-out, drugged-out little girl."

In a flash of anger, Elliot stamped a heeled foot and yelled back, "Get off your damn high horse, Blackwell! Drugs? I don't take drugs! I don't need drugs, the endorphin rush is all I've ever wanted! My mind is completely unchanged, the sex is just me finally acting exactly how I've always wanted to." The good doctor looked positively shocked. "Yeah, exactly. The haughty woman you knew was just an act to be taken seriously so I could work on the serum. This? This is the real me, exactly how I've always been inside... genitalia notwithstanding."

Dr. Blackwell was silent for a moment, pinching the bridge of his nose while he thought. "Christ, fine. Do what you want. But we still need your help isolating what caused the sex change. Just, just work part-time, okay? Go to college part-time and work at RejuvaNew part-time, it'll leave you plenty of time to... party, or whatever." For the first time, a smile spread across the old man's face. "Although you can't have your old position, of course. You'll have to be introduced as my intern." Elliot groaned, but conceded. He'll still have money, his freedom, his boyfriend, and all the random sex he can handle.

What more could a girl want?

-Fin-