****** How I Spent My Summer Vacation by Dre ******
===============================================================================

How I Spent My Summer Vacation


I found out the good news during dinner. I was enjoying the chicken wing that
had been put on my plate when my dad told me how I was going to spend my
summer. I was going to fly to California to spend the summer with my dad's
cousin Emily. Emily is a lot younger than my dad, she is only 27 and my dad is
almost 50. Not only that but she is really hot. She is pretty short, but has a
nice ass and huge tits. My dad also told me that my cousin Lindsey was coming
too. Lindsey is 18 and her features are similar to Emily's but they really
don't look alike. Lindsey is very pretty while Emily is downright hot.

Now for me, I am 16 years old and about 5'10." I weigh about 150 pounds and my
dick is about 5 inches long when soft and about 7 when long. I found out about
my plans for the summer in May and we were not going until June 20. Because of
this I spent the last month of school dreaming about how great my summer will
be. Lindsey and I arrived at the airport early in the morning and our parents
said their hellos as Lindsey and I checked our bags. Lindsey looked beautiful
as always. Her tits looked even bigger than normal, easily a 38 D. I have
always had a small crush on her and today it almost seemed like she was
flirting with me. She was smiling a lot more and she kept "accidentally"
brushing by me. I immediately started to get hard as I began to fantasize about
the many things we would have time to do this summer. I had to hold my carry-on
bag in front of my pants until my erection went down. When it was time to board
the plane we said goodbye to our respective parents and handed our boarding
passes to the flight attendant. As we walked down the hall to the plane Lindsey
looked right at me and gave me a big smile.

"We're going to have the best summer ever," she said.

I smiled as I thought about this. As we took our seats, Lindsey confessed her
fear of planes to me. I promised her that I would protect her and make sure
that she had a smooth ride. She smiled and told me I was the best.

The plane took off with no problems, but somewhere over Colorado we encountered
a lot of turbulence. Lindsey got as close to me as she could as the plane
rocked back and forth. Eventually, her head was resting on my chest as she
squeezed her eyes shut and tried to relax. She was holding on to me for dear
life and after about two minutes I finally put me arm around her. I was scared
she was going to get mad and call me a pervert but instead she got closer to
me. I could feel her breasts pressed against me and I started to get hard. I
was sure that my erection was in plain sight to her if she simply opened her
eyes, but if it was, she made no comment. The pilot came over the loudspeaker
and said that he apologized for the turbulence, but it would most likely go on
for another 20 to 30 minutes. I started to rub Lindsey 's back because she was
literally trembling with fear. As the plane traveled on, I became bolder and
bolder. I could feel her bra strap through her shirt and my dick quivered every
time my hand passed over it. After a while I casually started to lightly brush
the side of her breast. At first I did it lightly and occasionally but by the
time the turbulence slowed down I was practically massaging the side of her
left tit. By that time my dick was painfully pushing against my pants and I had
developed a small stain in my pants from pre-cum. When the fasten seat belts
sign finally turned off I rushed to the bathroom and started to whack off. I
came three times before my dick began to soften. When I returned back to my
seat Lindsey smiled at me and thanked me for comforting her. I think she knew
what I had been doing in the bathroom.

The plane landed at 3:35 PM local time. Lindsey and I collected our carry-on
bags and got off the plane. We walked out to the terminal and I immediately
spotted Emily. She was wearing a tight tank top and really short denim shorts.
She looked amazing. After a few seconds, she called us over and helped us
collect our baggage. After Lindsey and I had collected our stuff we left the
airport in Emily's car. I sat in the backseat and I was able to get a good view
of Emily's cleavage when I looked into the rearview mirror. We chatted about
the past school year and how our parents were doing. After about an hour of
driving, we arrived at Emily's apartment. It was pretty big for a single girl;
it had two bedrooms so I was going to have to sleep in the same room as
Lindsey. We would be in different beds though.

After Lindsey and I unpacked, Emily offered us both beers. We then sat and
drank while we watched TV. When the program we were watching ended, Emily
turned off the TV and told Lindsey and I that she had to talk to us. We both
exchanged looks and then turned to Emily to hear what she had to say.

"Alright," she began, "Here's the scoop. About three months ago I came across
some very interesting things while I was surfing the web. These things were
magic spells that allow the caster to change anything about the person they are
casting it on. For example, if I wanted to have three eyes, I could cast a
spell that gave me three eyes. Now I know this sounds far-fetched, but I tried
them all on myself and, trust me, they work."

Lindsey and I stared at each other in disbelief. This was easily the most
ridiculous thing either of us had ever heard. Emily continued her speech.

"Once I had finished reading the spells over I decided to try them on myself. I
have always thought my nose was a little too long so I tried casting a spell
that would make it look better. After casting the spell, nothing happened.
However, when I woke up the next morning my nose looked the way I had always
wanted it to. I tried out some other spells and then found ones that I knew I
had to try out. These spells were able to change a man into a woman or a woman
into a man. I was trying to figure out who I could use these on when I thought
of you two. That was when I invited you over for the summer."

I stammered out something incoherent while Lindsey looked at Emily with
disbelief.

"I can see you two don't believe me." Emily began. "So I will have to prove it
to you."

With that, Emily unbuttoned her shorts and pulled them down. She then pulled
down her panties revealing a huge cock. It was easily nine inches long and it
was still soft. Lindsey and I were unable to talk.

"Do you like it?" Emily asked.

Lindsey and I continued to stare at Emily's massive penis.

After a few minutes I was finally able to talk. "So, what do you want with us?"
I asked Emily.

She looked at me and smiled.

"I'm gonna turn you into a girl and Lindsey into a boy," she said.

Lindsey and I were unable to speak.

Eventually, Lindsey walked over to Emily and started to examine Emily's dick.

"Can I touch it?" Lindsey asked.

Emily nodded and Lindsey gently touched the head of Emily's penis.

"You're the first person besides me to touch it," Emily said. Lindsey nodded
her head and sat down next to me. Emily then proceeded to pull her pants up and
then started to talk to us again.

"OK, this is the deal. You will both be here for about eight weeks this summer.
If you can last as a member of the opposite sex the whole time I will teach you
the spells. Are you up for it?"

Lindsey responded almost immediately, "Sure, I can do it."

Emily turned to me. "What about you Andy?"

I was still shocked from the sight of Emily's dick and I really didn't know
what to say. I figured it would be pretty cool, but what if people found out?
Would they think I'm gay? What if Emily wasn't able to change me back? Would I
be stuck as a woman for the rest of my life? I looked up at Emily and Lindsey
trying to make up my mind.

"Oh what the hell," I thought. "OK, I'm ready," I said out loud.

"Great, follow me," Emily responded.

She walked to the back of her apartment and into her room. Emily opened up her
closet and reached inside. She pulled out a large pile of papers, most of which
had been printed off the Internet.

"These spells are a lot more complicated then the simple nose job spell I cast
on myself," Emily told Lindsey and I. "It will take a while until they fully
set in. It took the penis spell three days before it even started to work."

"How did it grow?" Lindsey asked.

"Well for three days I found myself very confused sexually. I didn't know what
I wanted, but I did know that I wanted something. I was almost constantly
fingering myself I was so horny. Then, on the third day I noticed that my clit
was bigger then it was the day before. Later that day when I stuck a dildo in
my pussy it hurt more than normal. I realized that my vagina was getting
smaller. The next day my clit was about an inch long and my pussy hole was too
small for my dildo. I also noticed that I had a small nut sack. I was really
horny and it was really hard to masturbate. The next day was even worse. My
clit was about two inches long and now had a hole that I peed out of. My vagina
was so small that I could barely fit my pinky in it. I couldn't masturbate for
three days because my pussy was too small to do anything with and it hurt like
all hell when I tried to rub my clit to orgasm. Finally, after a week of
suffering, my clit had become a penis and I no longer had a vagina, it had
totally closed up. My dick then continued to grow for about a week."

"Wow," Lindsey and I both said in unison.

"I was doing some reading on how you too will develop. Lindsey, your penis will
develop the same way mine did only it won't start to develop until the spell
has been on you for about three days. You won't notice much difference during
those three days, but your breasts will be getting smaller and your hips will
not protrude as much. After the initial three days you will begin to grow
taller and your shoulders will broaden. After about a week you will have a
penis, though it will still grow more, and your vagina will have ceased to
exist. Your will still have small breasts but they will be gone by the time
your penis is done growing. Also, during this whole time your face will begin
to look more masculine. The hair on your body will grow faster so that by the
time your dick is done growing you will have a hairy chest, armpits, and legs.
You will also need to shave your face."

"Sounds cool," Lindsey replied.

"It is," Emily said.

"What about me?" I asked.

"Your development will be the opposite of Lindsey 's. For the first three days,
your shoulders will become less broad and your hips will widen. Your butt will
also begin to look more feminine. After about three days your dick will begin
to shrink and you will begin to develop breasts. You will find yourself having
increasing difficulty getting an erection and you will ejaculate very little.
Your nut sack will begin to shrink into your body and a hole will begin to
appear where your vagina will be. After about a week, your dick will now be a
clit and you will have a fully developed vagina. Your breasts will develop for
about two weeks. As this goes on, your hair will grow faster so that it looks
more feminine. About five days after I cast the spell, you will no longer have
to shave your face, but instead your legs and armpits. The hair on your chest
and back will disappear."

"Ok," I said.

"Who wants to go first?" Emily asked.

"I do," Lindsey said. Emily nodded and told her to undress. Lindsey quickly
glanced at me.

"I'll leave the room if you want," I said.

"No," Emily said firmly. "We have to get used to seeing each other naked
because we are going to be spending a lot of time together this summer."

Lindsey nodded and slowly pulled her shirt over her head. She then unbuckled
her bra, allowing her huge tits to bounce free. I immediately developed a hard
on, but I hoped no one would notice. Lindsey then proceeded to pull down her
pants and then her panties, revealing her gorgeous black bush.

My dick was straining against my pants, but Emily and Lindsey were too
engrossed in what they were doing to notice. Emily then quickly glanced at one
of her papers and put her hands on Lindsey 's shoulders. She muttered some
strange words under her breath and Lindsey shuddered. Emily stepped back and
watched the spell begin to take hold. Lindsey lost all control of her body as
she fell to the floor and squirmed all over the place. After about 30 seconds
of her twitching, Lindsey began to breath really hard. She started to massage
her tits as she began to orgasm. Lindsey kept getting louder and louder as her
orgasm continued to build. I had never seen anything like it. This went on for
about another minute until Lindsey finally hit the orgasm. She screamed with
pleasure as her hips bucked uncontrollably and she squeezed her tits as hard as
she could. Wave after wave of pleasure engulfed her and she began to shoot
pussy juice out of her quaking cunt. She continued to cum for nearly three
minutes when she finally slowed down and passed out.

Lindsey came to after ten minutes and she was a little woozy. My cock had been
hard the entire time and was leaking with pre-cum as I tended to her. Suddenly,
Lindsey seemed to have totally recovered and stood up.

"OK Andy," Emily said, "Your turn."

I began to strip, starting with my shirt. I was a little reluctant to take off
my shorts because of my huge hard on but I knew I had no choice. As I slipped
my shorts down past my waist my dick snapped to attention through my boxers. I
then proceeded to pull then down, showing off my rock hard to dick to Lindsey
and Emily. Lindsey gasped and Emily smiled with approval. "Did you get that
from me?" Lindsey asked. I nodded and she seemed pretty impressed. Then, Emily
walked over to me and put her hands on my shoulders. My erection immediately
went down. Emily then muttered the spell under her breath and I gasped. The
whole world seemed a blur as I spun around and around. I fell to the floor
unable to control my limbs. I slowly became aware that my dick was once again
hard. It kept getting harder and harder until it started to hurt. Then, I began
to feel a tremendous pressure build up inside me. I started to moan as the
pressure started to concentrate itself in my balls. After what seemed like
hours, the pressure exploded up the shaft of my rock hard cock sending me into
the most amazing orgasm I had ever had. I shot load after load of thick cum all
over the room as waves of pleasure engulfed my body. After what seemed like an
eternity, my orgasm subsided, sending me into a whirling blackness.

I awoke the next morning with an awful headache. I could feel my brain
throbbing and the light hurt my eyes. I lay in bed for a while until Emily
burst into the room.

"Rise and shine!" she said cheerfully.

I slowly sat up and looked over at Lindsey. She looked even worse than me.

"How are you two feeling?" Emily asked.

"My head hurts like all hell," I replied, wincing at how loud my voice sounded.
Lindsey nodded in agreement.

"Well get out of bed, it's three in the afternoon." Emily said.

I stared in disbelief at the clock. I had slept close to 20 hours.

Lindsey and I crawled out of ours beds, both realizing all too late that we
were naked. We both tried to cover ourselves but Emily wouldn't allow it.

"Remember what I said about being naked," Emily reminded us. Lindsey and I
nodded as Emily began to examine us for any changes. My penis was showing the
affects of a morning woody and Lindsey 's nipples were rock hard.

"Hmm, very nice," Emily said. I did not know whether she saw some changes that
I did not or if she was commenting on my dick.

"I don't see any changes," I said.

"Me neither," Lindsey agreed.

"Nothing drastic happened overnight, but there were some small changes," Emily
stated.

"I don't see any," I replied.

"Your hips are wider and your shoulders do not look as broad," Emily told me.

I did not really agree with her, but my splitting headache prevented me from
arguing anymore.

"Alright, let's get started," Emily said.

"Started with what?" Lindsey asked.

"You two have to learn how to be the opposite sex and today is your first day."
Emily replied. "First things first, you two have to get clean."

With that, Emily led Lindsey and I to the bathroom and turned on the shower
water. She waited a few moments for it to get warm.

"Hop on in," Emily said.

I nodded at Lindsey, "You can go first."

"First?" Emily asked, "You're going together." Lindsey immediately hopped in,
but I hesitated a moment.

"Is this getting out of control?" I wondered.

"Let's go Andy," Emily said.

I jumped into the shower savoring the warm water that was covering my body.
Emily instructed us to wash each other.

Lindsey took the soap and began to rub the bar all over my body. I quickly
became hard, especially when she soaped up my dick. After I was done, she took
the shower handle and rinsed me clean. I then took the soap into my own hands
and started to clean her. I massaged her breasts for a few minutes and made
sure to clean her pussy real well. After I rinsed the soap off of her we
shampooed each other and stepped out of the shower.

"That was beautiful," Emily said. I looked down at her and could see a huge
bulge in the sweatpants she was wearing. "Oh, I almost forgot, from now on
Andy's name is Ashley and Lindsey 's is Mike."

"Why Ashley?" I asked. Emily shrugged and led us back into our bedrooms. "Today
is the last day that you will wear your own clothes for the next two months so
wear your favorite things," Emily instructed us.

I rooted through my bag and picked out a comfortable pair of shorts and a gray
shirt. I also took out a pair of boxers, but Emily quickly snatched them out of
my hand.

"Sorry Ashley," she began, "But you have do have to wear panties and a bra."

"But I don't have anything for the bra to hold up."

"Rules are rules," Emily said handing me a pair of lace panties and a matching
bra.

Suddenly, I felt really unsure of what was going on. I became convinced that
the simple act of putting on those panties would make me gay. Not only that,
but I was also sure that all my friends back home would somehow find out. Emily
noticed my hesitation and said,

"Let's go Ashley, we don't have all day."

I nodded and put my legs through the panties. As I slowly slid them up my legs
I could feel my dick begin to grow. By the time that I had slid them up over my
crotch my penis was half hard. To make matters worse, every time I moved the
lace slid over my now rock hard cock, which made me bend over with pleasure.
Emily smiled at the predicament as I began to put the bra on. It was a back
clasp and it was clearly made for very small breasts. I looked at the tag and
it read 32 A. It was a snug fit, but not too bad.

I looked over at Lindsey and saw her staring at a pair of boxer shorts. Her
legs had a small amount of stubble on them, since they had not been shaved for
a day. She put them on and quickly slid them up her legs, covering her bush.
She then reached for a bra but Emily would not allow it. For her last day in
female clothes, Lindsey decided to wear a short skirt and a tight fitting
blouse.

I pulled my shorts up my legs, gasping as the denim ground the panties into my
dick. I then pulled the shirt over my head, noticing that you could see the
faint outline of a bra through it. I was not very happy.

"Excellent," Emily said, "We will start with make up tomorrow Ashley."

I nodded and followed her out into the kitchen. As I walked, I began to think
that my shorts had somehow shrunk because they felt tight around my waist. I
told Emily this and she laughed, "No, Andy, I mean Ashley, that's just your
hips beginning to get wider."

I frowned, fearing for the first time that perhaps these spells weren't just a
load of bull. I quickly smiled so that Emily could not see.

We ate lunch in the kitchen. We had sandwiches and beer. Lindsey gobbled hers
down, but I did not feel as hungry as I normally would after going so long
without eating. Instead, I was only able to eat half the sandwich and drink one
can of beer. Lindsey wound up eating her whole sandwich, the other half of mine
and drank two beers. She was just as surprised as I was.

Emily told Lindsey and I that she had to run out and do some errands. She said
that she would be back soon and to just watch TV while she was gone. She told
us to help herself to anything in the kitchen, too. The moment she left Lindsey
broke into tears. I held her for a while, asking her what was wrong.

"I'm scared," she told me. "I really think that these spells are going to
work."

"Why do you think that?" I asked.

"I don't feel right. First, I have been unable to take my eyes off Emily's
breasts the whole day. Second, I am thinking more about sex than I ever have
before. And you saw how much I ate for lunch, I never eat that much."

"I know what you mean," I began, "I've been the exact opposite. I wasn't hungry
at all and I have been thinking less about sex than normal."

"Let's get a drink," Lindsey proposed.

"That sounds great," I replied.

We walked into the kitchen and poured ourselves drinks. We then sat down and
watched TV. By the time Emily returned, I was on my fourth drink and Lindsey
was on her sixth. We had also taken two shots apiece. Needless to say, we were
both pretty drunk and Emily immediately noticed.

"You kids just can't get enough alcohol," she said.

Lindsey and I both burst out laughing and helped Emily unpack the groceries.

For dinner, we ate hamburgers. Once again, I was stunned by how little I ate
and how much Lindsey ate. After we cleaned up, Emily told us to meet in the
living room.

"Alright boys and girls," she began, "This is when the fun begins."

Lindsey and I gave each other nervous looks and the listened to what Emily had
to say.

"Yesterday, I noticed that both of you spend a lot of time looking at the
other. And...Ashley, when you weren't staring at my tits through the rearview
mirror you were feasting your eyes on Mike's body." I turned bright red. "Don't
worry about it, I was flattered and Mike looked back at you just as much. You
should have seen her staring at your ass every time you bent over." Now it was
Lindsey 's turn to be embarrassed. "Anyway, I thought that I could help. I know
that both of you would be willing to have sex with each other so I have
arranged something. Unfortunately, you too are both too early in your
transformation to have the right organs, so I came up with a plan. I can tell
by Mike's eyes that she, err, he is a great cocksucker and Ashley has pussy
licker written all over her. But, since Andy is now Ashley, we have to pretend
he doesn't have a dick. And since Lindsey is now Mike, we have to pretend she
doesn't have tits or a cunt. Because of that, I came up with the only possible
solution." With that, Emily whipped out a huge strap on dildo; it was easily 12
inches long. I immediately became confused. The idea of having that inside of
me revolted me, especially since I would be taking it up the ass like a gay
guy. At the same time, however, I wanted that inside me more than anything else
in the world. I wondered if Lindsey was having similar problems.

"Alright guys," came Emily's voice, "Strip."

Lindsey and I exchanged looks and both started to remove our clothes. Lindsey
was fully naked and I was struggling with my bra clasp when Emily once again
spoke up, "Mike, why don't you help your cousin out? You two have five minutes
to do whatever you want until it's penetration time. Just remember, Andy's a
girl and Lindsey is a boy so there can be no blowjobs or anything that requires
using your soon to be missing sexual organ."

Lindsey stared at me with lust in her eyes and quickly walked over to me. She
plunged her tongue into my mouth and I opened wide, allowing her full access.
After about a minute, she undid my bra and slid it off of me. By that time my
dick was rock solid, but the panties were preventing me from fully extending my
rigid member. Lindsey and I kissed for a while longer and then she began to
suck on my nipples. Though they looked that same as they did before the
transformation, they seemed a lot more sensitive. I gasped as my cousin flicked
her tongue over my nipples.

"OK, time's up. Ashley take off your panties and Lindsey strap her on," Emily
said, handing Lindsey the massive dildo.

I cringed at the thought of having that inside me.

I quickly slid my panties down to my ankles and kicked them off, savoring the
feel of my dick finally being freed from their tight confines. I looked over at
Lindsey and saw that she had strapped on the dildo. I also noticed that there
was a small piece sticking up that would stimulate her clit.

Lindsey motioned for me to lie on my back and I did so. She approached me with
the massive dildo protruding from her womanly body like some sort of joke. I
noticed that she had not lubricated it at all, but for some reason I did not
care. I pulled my legs up to my chest in order to give her good access. Lindsey
put the very end of the dildo against my small asshole. I shuddered as
electricity sizzled through my body. I couldn't wait for her to stick her
"cock" in my "pussy."

She started slowly, easing it in inch by inch. I felt amazing and I shuddered
as the dildo passed over my prostate. After a few moments Lindsey stopped and I
assumed she was done. I felt so full that I could barely move. I looked down
and to my horror the dildo was only three inches in. There were still another
nine inches to go! I began to wonder why Lindsey had stopped when I saw Emily
whispering in her ear. Lindsey nodded and turned to me. I licked my lips; I
could hardly wait for her to put more of that beautiful dildo into my ass. She
withdrew it about half an inch and then slammed the whole thing deep into my
ass in one blow. I yelped in pain as I felt the dildo reach deep inside of me.
Lindsey was still as my ass slowly got used to the intruder. Lindsey began to
slowly rock her hips back and forth, which pushed the dildo even farther into
my ass. I could tell that she was really starting to enjoy this because she was
moaning softly. I realized that I too, was moaning softly, I had no idea this
would feel so good. Lindsey began to increase her rhythm and I met her every
stroke. I could feel my balls beginning to contract as she pounded the dildo
into my ass. She was also very close to orgasm, and she began to rub her tits
as she fucked me in the ass. The dildo was seriously stimulating her clit; it
was bright red and protruded about half an inch. She continued to fuck me in
the ass, shoving all 12 inches of her dildo into my ass. After about five
minutes of getting screwed, I couldn't take it anymore.

"Fuck me," I screamed, "Fuck me up the ass."

She only nodded, unable to speak because the pleasure was so great. After what
seemed like hours, I came, shooting loads of cum all over my chest. The sight
of my cum pushed her over the edge as well and she orgasmed furiously for close
to two minutes.

I awoke the next morning feeling refreshed and ready to go. I was still nervous
about being a girl and did not know whether or not to believe it. Emily entered
Lindsey 's and my room at 9:00 am and got us out of bed.

"Today," she began, "You begin to embrace your new sex. I suggest trying to
really get into it; you will have a lot more fun. OK, time to strip."

Lindsey and I both got undressed without complaining this time, I guess after
last night we were a lot more comfortable with each other. I looked down at my
body, I still had no signs of breasts and my dick looked the same size. My hips
did seem to be wider however.

I looked over at Lindsey, her nipples were pointing straight out and I began to
get hard. I noticed that she had begun to look less like a woman. Her hips did
not curve as much as they used to her and her once beautiful ass seemed
flatter.

"Congratulations, Lindsey, I mean Mike," Emily said, "You're growing a beard."

I looked harder at Lindsey and saw that she did indeed have some stubble on her
chin. I began to look closer and I also saw hair beginning to grow on her
stomach and breasts. She had not shaved her legs or armpits since she got hear
and she probably won't until we leave. Because of that her legs were covered
with small hairs and when she raised her arms I could see hair in her armpits
too. I walked into the bathroom and examined myself in the mirror. Like
Lindsey, I had not shaved since I arrived, but there was almost no hair on my
face. There was a lot less on my chest too. I also noticed that my hair was
starting to grow because it was almost down to my ears and I had just gotten it
cut before leaving.

Lindsey and I showered together again and Emily watched. This time, after
soaping each other up, Lindsey and I began to kiss passionately. I was
surprised that I did not mind kissing my own cousin. As we kissed, my dick
quickly became erect. Lindsey began to stroke it but Emily wouldn't allow it.

"Girls don't get jerked off," she reminded us.

We spent a couple more minutes in the shower and then got out. Emily told me to
go do whatever I wanted while she prepared Lindsey for the beginning of her
training as a boy.

I walked into the living room and watched TV. There was a basketball game on so
I watched that. After about ten minutes, I found myself getting bored with the
game. This surprised me because I normally loved watching basketball. I flipped
through the channels and found a soap opera. For some reason, I began to watch
it. I became interested immediately and watched it very closely. I had always
thought that soaps were stupid, but today I loved them. Not only that, I found
that I was constantly glancing at the crotches of the men on the show. I began
to rub my rigid cock through the robe I had on. I had gotten into a good rhythm
when Emily and Lindsey appeared.

"Now Ashley," Emily said, "That's not very lady-like of you."

I blushed and looked away.

"Come on back with me, it's time to make you look like a woman."

I looked over at Lindsey and I was stunned by what I saw. Emily had cut her
hair to the same length as most guys have. It was amazing to see how different
Lindsey looked with shorter hair. I could see that the spell was making her
face much more masculine, because the once pretty quality to it was now gone.
Instead was a much more boyish face.

"Nice haircut," I stammered.

"Thanks," Lindsey replied.

I followed Emily back to my room where she took me into the bathroom. Once
there, she taught me how to shave my legs and armpits. It was a lot more work
than I thought it would be and I nicked my legs up pretty bad.

"You'll get better with practice," Emily said.

Next, Emily waxed my whole face in order to get all the hair off. It hurt like
all hell, but afterwards my face felt smooth.

"What about my chest and back?" I asked.

"Take off your shirt," Emily replied. I did and was shocked to see that all the
hair was gone. "Part of the spell," Emily explained.

After the waxing, I got my first lesson on how to put on makeup. It was a long
process but when we were done I was impressed. The makeup had the same effect
on me that Lindsey 's haircut had on her. I was shocked to see how feminine I
looked. If my hair was a little bit longer, I could have passed for a girl.
Emily laid out a bra and panties for me to wear. I was going to be wearing a
pair of plain, white cotton panties and a matching bra.

Next, Emily showed me what I was going to wear today. It was a pair of cutoffs
and a tight, white t-shirt. After I had gotten dressed, I admired myself in the
mirror. With the exception of breasts, my whole body had a much more feminine
look to it. I still had no signs of breasts and my dick looked the same size.
My hips did seem to be wider however.

I also noticed that my ass was much more defined than it used to be. It had
grown in size and it had a slight curve to it that is not seen in men. I gazed
into the mirror for a few more minutes.

"Let's go check on your cousin," Emily said.

"OK," I replied.

I followed Emily into the living room where we found Lindsey drinking a beer
and watching the basketball game that I had turned off. She seemed very
interested in the game.

After a few minutes, Lindsey looked up at me. Her jaw dropped as she saw what
Emily's spell had done to me.

"Andy?" she asked, too stunned by the makeup's effect on me to realize I was
the same person she once knew.

"Ashley," Emily corrected. "Now, who wants lunch?"

We into the kitchen and made ourselves lunch. Today, I had almost no appetite.
I couldn't even eat half a sandwich. I asked Emily why I wasn't hungry.

"That's just your body responding to the spell. Girls weigh less than guys so
you won't want to eat as much until your weight balances out. It may take as
much as a week."

I nodded and picked at my sandwich a little more.

"That was a great meal," Lindsey said and then jumped. Her voice had become a
lot deeper during the meal. I was also surprised by how deep her voice had
gotten, but I did not say anything. I was scared that my voice would be just as
high.

After lunch, Emily asked us if we would like to rent a couple movies.

"Sure," Lindsey said in her new deep voice that she seemed to love.

I nodded, still not saying anything because I was afraid of what my voice would
sound like.

"Ashley, you've been quiet recently, what's wrong?" Emily asked.

I shrugged.

"I bet you he's afraid of what his voice will sound like Lindsey said.

"That it?" Emily asked.

I nodded.

"Don't be, you're voice won't start getting higher until tomorrow," Emily told
me.

"That's a lot better," I said sarcastically, but happy to hear that she was
right. My voice was still the same.

"OK, I'm gonna run out. I'll be back in about half an hour."

With that, Emily left, leaving Lindsey and I alone in the apartment. Lindsey
and I sat in silence for a few minutes, reflecting on all the things that had
happened so far. Finally, Lindsey broke the silence.

"Do you want me to call you Ashley or Andy?"

"Andy," I snapped.

"Sorry," she said.

"No, I'm sorry, I didn't mean to snap. I'm just having a lot of trouble letting
go of my old self."

"I understand," Lindsey said, "I was that way yesterday but I decided to follow
Emily's advice and embrace the new me. It really works, you should try it."

"No, I'm not ready yet. As long as I don't look in the mirror and ignore my bra
I can pretend that none of this is happening. I'm not ready to let go of my
penis yet."

Lindsey smiled and said, "I guess that's something I can't understand. Girls
aren't the same way about themselves as guys are."

I nodded, "And the worst part is, I have been thinking a lot more like a girl
recently. I was actually watching and enjoying soap operas today. Not only
that, but I thought all the guys were hot. My dick got hard from looking at
men."

"Speaking of your dick getting hard..." Lindsey said as she pressed her lips
against me. We kissed passionately for close to ten minutes. The whole time, I
was letting Lindsey take the lead. She removed my shirt and bra and began to
suck on my nipples. Even though I was still as flat as I was before I began my
transformation, my nipples seemed much more sensitive than before.

I moaned as she licked my nipples and began to unbutton my shorts. She slid
them off of me as she continued to play with my nipples with her hands. My
rigid cock was clearly evident through the panties Emily had chosen for me and
Lindsey pulled them off too. My dick snapped to attention and Lindsey
immediately began to stroke it. After a minute or so, she began to lick the
head of my dick. By this point it was throbbing and I shuddered in pleasure as
Lindsey began to suck on my cock. She played with me balls as she licked all
around the head. She tried to deepthroat me, but was gagged after she got
halfway. Lindsey continued to suck my dick for another minute and I began to
come. I moaned in ecstasy as I shot my sperm into Lindsey's mouth. She
swallowed most of it at first, but by the time I was done coming, her mouth was
full and she was gagging. She spat the cum out all over her breasts.

"Sorry I couldn't swallow it all," Lindsey said.

"Don't worry about it," I replied.

With that, I quickly took off her shirt, allowing her braless tits to bounce
free. I sucked on them for a few minutes and then took off her shorts and
boxers. I immediately plunged my face into her pussy, lapping up her juices. I
then began to flick my tongue across her clit, as she fell deeper and deeper
into the approaching orgasm. She began to squirm with pleasure and I started to
suck hard on her clit. Lindsey started bucking her hips and moaning as I
continued to suck on her clit. I sucked harder and harder until she finally let
loose and had a monstrous orgasm. She came for close to five minutes and I kept
sucking and licking the whole time. As she came, she shot out gallons of pussy
juice. I was barely able to keep up as she shot juice into my mouth and on my
face.

"Wow," Lindsey said.

I nodded in agreement and got dressed. Lindsey followed my example.

Emily returned about ten minutes later. She showed us the two movies she had
rented (I had seen both of them) and asked us how we were.

"Fine," Lindsey and I responded together.

Emily nodded and walked up to Lindsey. Suddenly, Emily began to make out with
Lindsey, shoving her tongue deep into Lindsey's throat. Emily shook her head
and the came to me and did the same. I began to get hard as we kissed and I
tried to hide it.

After a minute, Emily stepped back and said, "Well it looks like you two had a
little fun while I was gone."

Lindsey and I looked at her, wondering how she would know. Emily seemed to
anticipate our question and said, "I can taste Andy's cum in you Lindsey and
Lindsey's cum in you Andy." Lindsey and I exchanged quick glances. "Now I have
nothing against you two having a little fun, but you have to remember that Andy
is a girl and Lindsey is a boy." Lindsey and I nodded. "Now since this is the
first offense, I will be easy on you, but if you two do things together
according to the sex you were before getting here, the punishment will become
more severe."

Lindsey and I both apologized.

"I accept your apologies, but I will have to punish you none the less. Follow
me."

Lindsey and I followed Emily into her bedroom. "Andy... Ashley your punishment
will be first. Get down on your knees and suck my dick. And if you don't
swallow every drop of my cum, you'll be sorry."

I quickly dropped to my knees as Emily dropped her shorts and panties. At
first, all I could see was her bush, but her penis seemed to come out of it and
grow to its normal size. I looked up at her questioningly.

"I cast a spell so that I could shrink my dick into itself. That way I can wear
tight skirts and stuff and no one will know."

"Cool," I replied.

Emily's dick was about nine inches long and it hadn't even begun to get hard. I
began to play with her nut sack and slowly stroke her massive dick. It began to
get hard and I gasped. It was huge. After about a minute, it was close to 16
inches long and it was only half hard. I continued to jerk Emily off until her
penis became fully erect. I stared at it in disbelief; it must have been two
feet long.

"Suck it," Emily said.

I nodded and began to lick the head of her massive cock. The head was easily
four inches long and very wide. I had trouble fitting it in my own mouth.

"I hope she doesn't want me to deepthroat her," I thought to myself as I sucked
on the head of her cock.

I could taste the pre-cum from her cock and I quickly licked it off her dick.
It tasted salty, but good. I savored the hint of cum for a moment and then
continued to suck on her dick.

After about five minutes of just concentrating on the head, I began to take
more of her cock into my mouth. I had gotten about six inches in when I thought
that I could fit no more in my mouth. Emily had other ideas though. She began
to slowly press her hips toward my face, causing more of her cock to go into my
mouth. I felt the head of her cock press against the back of my throat. My
throat muscle tried to resist, but Emily pushed on. Eventually, my throat
relaxed, allowing her to fit another couple inches of her dick into me. I
figured that I had nine inches of penis in my mouth and I did not think that I
could hold anymore. Emily seemed to disagree. She began to push again and more
and more of her massive cock slid down my throat. I started to gag as she slid
another two inches into my mouth. I figured I had about half her dick in my
mouth/throat now and I had to try hard to suppress a gag. Emily gave me a brief
rest, which I used to inhale deeply through my nose. She continued her pushes
again and slid inch after inch into me. I could no longer hold back. I started
gagging as my throat tried to push her massive cock out of my mouth. Emily
however, won the fight. She ceased pushing for a few minutes until my gagging
subsided. She then placed her hand on the back of my head and began to push my
head towards her crotch. I gasped through my nose as I struggled for air. I
judged that there was still another of eight inches of cock I had to swallow.
She began to push against my head as I felt her cock slide past my throat and
deep inside of me. Emily slid another two inches of cock down my throat before
I began to gag again. She paused and then resumed pushing my head. There was
still about six inches left, but my throat had given up so she was able to
slide another three inches into my mouth with ease. "Only three inches left," I
thought and continued my quest to deepthroat the largest penis in the world.
Emily managed to slide another inch of cock down my throat and then she felt
some resistance. I was so close to her that my nose was rubbing against her
pubic hair. I looked up at her, knowing I could not take anymore of her
gigantic dick into my mouth. Emily smiled at me and put her hand at the back of
my head. She then pushed my head as hard as she could towards her crotch. I
gasped in pain as the final two inches of dick slid down my throat. I could
barely breath, as I looked straight at Emily's pubes. Emily then began to rock
her hips back and forth, sliding the first four inches of her huge cock in and
out of my mouth. She resumed this for close to ten minutes. Suddenly, I felt
her dick begin to throb. I rubbed my tongue against the underside of her cock
as she began to hump my face faster and faster. I could feel her whole dick
pulsing as she began to moan in pleasure. Finally, Emily let loose into orgasm,
screaming with pleasure as I felt the cum shoot through her dick. Her whole
dick throbbed as she began to ejaculate deep inside of me. She slammed her
crotch into my face as her orgasm hit its peak. I tried to breath, but the cum
streaming out of her dick and into my stomach made it difficult. Luckily, her
dick was so deep inside of me that I did not have to worry about swallowing her
cum. I soon found I was wrong when she kept coming and I could feel it creeping
up my throat. She came into me over and over again and her cum was up to the
top of my throat. I could no longer breath and as her orgasm subsided and her
huge dick began to soften I felt her cum in my mouth. It tasted great and I
wished that I could have tasted more of it. Her penis began to soften and I
could feel it sliding out of me. I was able to breath again as she slid her
dick out of my mouth. I gasped for breath, unable to speak after what I had
just done.

"That was pretty impressive, Ashley," Emily said.

I nodded a thank you, still unable to speak.

"All right Mike, your turn," Emily said.

"What do I have to do?" Lindsey asked.

"Strip and lay down on your back on my bed," Emily instructed.

Lindsey did so and I sat down in a chair to watch. I was still naked and was
only beginning to catch my breath.

"I'm gonna fuck you up the ass Mike," Emily said. Lindsey let out a small gasp
but did not say anything. Emily walked over to Lindsey and spread her legs. She
then took her still soft dick and began to rub it against Lindsey's asshole.
Emily's dick began to get hard and after about five minutes of rubbing, it had
extended to its full two feet. Once her dick was hard, Emily began to slowly
push on Lindsey's asshole. She gasped as Emily's massive cock began to enter
her ass. Emily pushed until the head of her cock was all the way in and then
gave Lindsey a quick rest.

"I don't know how much more of it I can take," Lindsey said.

"Oh, you'll take all of it Mike, I promise you."

With that, Emily began to push again. Lindsey began to slowly cry out in pain
as Emily took another rest after shoving in about six total inches of cock.
Emily began to slowly withdraw, until there was only about two inches inside
Lindsey's ass. I shuddered, remembering what Lindsey had done to me and
realizing the same thing was about to happen to my cousin.

Suddenly, Emily slammed her hips forward, driving her entire cock deep into
Lindsey's bowels. Lindsey screamed in pain and tears streamed down her face.
Emily did not move for a good three minutes, allowing Lindsey to get used to
the massive cock deep inside her.

After Lindsey had calmed down a little, Emily began to slowly pump her dick in
and out of Lindsey's ass. Lindsey cried harder with each stroke and I felt
really bad for her. "At least my punishment didn't hurt," I thought.

Emily began to get into a rhythm as tears streamed down my cousin's face. Emily
fucked her slowly for about five minutes and then she began to climb towards
orgasm. Lindsey also began to enjoy getting her asshole raped and she began to
meet Emily stroke for stroke. Emily continued to quicken her pace as both her
and Lindsey climbed closer and closer to orgasm. Lindsey was still in pain and
tears were streaming down her boyish face. Finally, Emily started to orgasm,
gasping with pleasure as she pounded her massive cock deep into Lindsey.
Lindsey also began to come and she screamed in pleasure and pain. Pussy juice
began to erupt from Lindsey's cunt, shooting all over herself and Emily. Emily
also began to shoot her seed into Lindsey as she continued to fuck Lindsey as
hard as she could. Lindsey orgasmed at least three times as Emily finished up
her one orgasm. As her orgasm subsided, Emily began to slowly withdraw her dick
from Lindsey's ass. By the time she had removed it, Lindsey had stopped crying
and was staring at Emily's dick, which was covered in Lindsey's shit and blood.

"Why don't you two get ready for bed," Emily said, "I'll be in in a minute."

Lindsey got up and left the room and I followed, still digesting the cum that
Emily had shot into my throat. Lindsey left a trial of cum dripping from her
ass behind her.

I slept like a rock that night and woke up before Emily came in to wake up
Lindsey and I. As I lay in bed thinking, I decided to do what Emily suggested,
embrace the change. Lindsey seemed to be having a much better time since she
followed Emily's advice, so I decided to do so too. I had begun to fall back
asleep when Emily came in.

"Good Morning!" she said cheerfully. I sat up almost immediately and said good
morning. Lindsey was not as ready.

"Let's go Mike," Emily said, "Time's a wasting."

Lindsey slowly sat up and crawled out of bed. I also got out of bed and was
shocked when I felt something weird on my chest. I looked down, and there were
two small lumps with nipples sticking out of them. I had breasts!

"Very nice, Ashley," Emily said, "You become more beautiful everyday."

I nodded and stared down at my boobs. I was too shocked to talk. I reached my
hand up and brushed it over my nipple. I gasped as electricity sizzled
throughout my body. I felt warmth in my crotch and looked down. Though my penis
looked to be the same size, my nut sack had gotten much smaller. I could barely
see it with my dick hanging in the way.

"My balls are shrinking," I managed to stammer out.

"Sure are," Emily said, "It's gonna be tough to get hard today."

"Emily," Lindsey said, "What happened to me last night?"

For the first time that morning, Emily and I looked over at Lindsey. Her
breasts had gotten a lot smaller, though they were still pretty big. I figured
that they were still at least a 36 C. Despite that, I was still shocked to see
how much smaller my cousin's once huge tits were. After I was done looking at
her tits, my eyes traveled down Lindsey's body and stopped at her crotch. I
could see her clitoris sticking out through her bush. It was bright red and
standing fully erect. Lindsey gasped in pain as she brushed her hand over it.

"I wouldn't do that," Emily said, "When I first got mine, it was way to
sensitive to touch."

Lindsey nodded, stunned at how much her body had changed overnight.

"Shower time boys and girls," Emily said as she led us to the bathroom.

She turned on the water and Lindsey jumped in. I followed quickly behind her
and we savored the warm water. Lindsey soaped me first, and I shivered with
delight every time her hand brushed over my small breasts. I noticed that my
dick was not hard, even when Lindsey rubbed it with her soapy hands. When I
soaped Lindsey, she did not seem to enjoy me rubbing her breasts as much as she
used to and she cried out every time I tried to soap her clit.

When we got out of the shower, Emily gave us some instructions, "OK, I am gonna
run out to the supermarket for a little bit to pick up food for tonight's
dinner. Ashley, when I come home, I want your legs and armpits shaved, your
eyebrows plucked, all your makeup on, and you to be fully dressed. Mike, you
better shave your face and be dressed, too."

Lindsey and I nodded and Emily walked out of the room. We immediately got to
work. I lathered my legs and began to shave them as Lindsey began to do the
same to her face. I had finished my legs and was on to my armpits when Lindsey
broke the silence.

"So how does it feel to have tits?" she asked me.

"Pretty good," I said squeezing them. "How are you dealing with everything?"

"Not as good as I thought I would be. Yesterday, I was so excited about the
embracing thing, but today I feel different. My breasts have always been my
favorite part of my body and I feel empty without them."

"I'm sure you'll be happy in the long run," I said, not sure at all that either
of us would be.

I began to apply my makeup as Lindsey got dressed in the other room. I started
with blush and then went on the eye shadow. I put a little too much eye shadow
on and I knew that Lindsey and Emily would poke fun at me about it. I did not
have enough time to fix it though, so I went on to the lipstick. When my makeup
was done, I blew my hair dry. My hair was now past my ears and much thicker
than it had been yesterday. I walked into the other room to see what Emily had
put out for me to wear. Lindsey had finished dressing and was watching TV in
the other room. Emily had laid out a short black skirt and a matching black
top. She had also laid out a black lace bra and a matching silk thong. I put
the thong on quickly, eager to see what it would feel like. The silk felt great
against my skin and I loved the feel of the thong between my ass crack. I then
put the bra on and was unsure what to think. On one hand, it was nice to give
my breasts some support, but on the other hand, it felt rather constraining. I
put on the skirt and the shirt and admired myself in the mirror. I could see my
erect nipples poking through my shirt. I also noticed that my ass had become
much rounder and more defined. It stuck out more through my skirt and I also
noticed my hips seemed much more curvy and a little wider. I walked out to the
living room and was pleasantly surprised by Lindsey's reaction to me. I could
tell that she thought I looked really hot and I noticed that she too, was very
attractive. Her shoulders were broad and I were it not for her breasts sticking
out of her chest; I would have been convinced that she was a guy.

I had just sat down when Emily walked in the door. Lindsey and I helped her
unpack the groceries and I made sure to bend over whenever I could, since I
wanted to show off my new ass to everyone I could. Emily seemed very impressed
by how both Lindsey and I looked.

We ate lunch in silence and I once again noticed that I was not hungry at all.
During the meal, I opened my mouth to say something and was shocked at the
sound of my own voice. Though it had sounded normal this morning, it was now
much higher and more feminine. Lindsey and Emily were both impressed by the
sound of my voice.

The rest of the day involved Emily teaching me the art of walking in high heals
and Lindsey reading up on sports so that she would be able to talk to other
guys.

Emily also told me about the typical things girls talk about. I figured most of
the things girls talked about would seem pretty stupid to the old me, but to
the new me though they were quite interesting. Emily also taught me the art of
sitting down while I peed. I did not eat much for dinner and we spent the
remainder of the night talking and watching TV. All three of us had a little
too much to drink and we stumbled to bed at 1:30 in the morning, laughing
hysterically.

The next morning I woke up, I immediately felt my tits to see if they had
grown. I was pleased to find out that they had, though I was not sure how much.
Emily came into the room a few minutes later and Lindsey and I hopped out of
bed. Lindsey's clit was really starting to get big; it was about an inch and a
half long and a little wider.

I begin to examine myself more and was surprised to see that I no longer had
testicles. My nut sack was still there, but it had nothing inside it.

Like every other day, Lindsey and I got into the shower together almost
immediately. Emily watched as my cousin and I begin to soap each other up. I
noticed that Lindsey's tits were getting smaller and smaller, I could now fit
one in my hand, something that they had previously been too big for. When we
got out of the shower I examined myself in the mirror. I noticed that I had no
signs of facial hair and my hair was now down to my shoulders. It had become
thicker and slightly blonder. I began to shave my legs when I noticed that
Emily was still in the room watching me.

"You're becoming so beautiful," she said to me.

"Thanks," I said, agreeing with her.

I glanced down at her crotch and noticed a rather large bulge in her robe.
Suddenly, I got the urge to be filled with her cock.

"I want you inside of me," I said.

Emily nodded and led me into her room. I lay down on the bed as she stripped. I
looked at her massive cock I amazement, still shocked at how big it was. She
began to lubricate it as I played with my tits in anticipation of our fucking.

Once she was properly lubricated, Emily walked over to the bed. I was lying
down on my back, giving her full access to my asshole. Emily got down on her
knees and began to eat out my ass. I moaned as she pushed her tongue as far as
it would go. After she had gotten the inside of my ass lubricated, she pressed
her two-foot cock against my small hole. I let out a small yelp of pain as she
pushed the head of her dick into my ass. I felt so full, but I knew that there
was still so much more to go. I began to play with my tits even harder as Emily
continued to push her dick farther into my ass. At that moment, I needed her
inside of me more than anything else.

"Push it all the way in," I begged Emily.

"You sure?" she said. I nodded and licked my lips in anticipation of Emily's
huge dick.

Emily withdrew her dick about an inch and then thrust her hips forward as far
as she could. I screamed in a mix of pain and pleasure as all two feet of her
cock plunged deep inside of me. Emily did not move for about five minutes,
allowing me to slowly get used to her huge dick. Eventually, I had adjusted and
I nodded at Emily.

She started slow and I gasped in pleasure as she took the first foot of her
dick in and out of me. I massaged my tits as hard as I could and I soon began
to feel a strange warmth deep inside of me. I began to moan in pleasure as
Emily continued to fuck me in the ass. As her orgasm built up, she fucked me
harder and harder. The warmth began to spread throughout my body as I felt the
most enormous wave of pleasure engulf my body. I began to orgasm and my body
shuddered as I lost all control of my actions.

"FUCK ME!" I screamed at Emily as I continued to orgasm.

My orgasm was having a severe effect on Emily and I could tell she was about to
cum. She began to breath heavily as she continued to ram her massive cock deep
into my ass. I orgasmed over and over again. By the time Emily finally let
loose, I had already came four times and I saw no signs of slowing down. Emily
began to shoot her seed deep into my bowels as I came over and over again.
Emily thrust as hard as she could one last time and I went through the roof. I
screamed as I felt the warmth of her cum inside of me and my body convulsed
over and over again. I orgasmed for close to ten minutes. Just as I felt my
body begin to calm down, I felt a huge pressure in my crotch. I looked down
just in time to see my nut sack explode sending some sort of liquid everywhere.
Surprisingly enough, it did not hurt and I reached my hand down to see what had
happened. In the place where my balls had once hung were two folds of skin. I
slowly realized what had happened, I had a pussy! I was unable to talk, but
Emily was there for me.

"Of course," she said, "I forgot that having an orgasm speeds up the process of
the spell. That explains why your tits are bigger too."

I looked down and saw she was right; they had grown drastically in size since I
woke up. They were probably close to a C cup by now. I reached down to where my
new pussy was and I noticed that I still had my dick. It was probably only
about four inches long now and a lot thinner, but it was the only thing on my
body that showed any signs of who I once was. I brushed my hands over my cunt
and shivered with pleasure. I tried to push my finger into it, but it the hole
was too small and I was unable to.

"Get dressed and made up," Emily said and walked into her bathroom.

I limped into my bathroom; my ass still hurting from the savage fucking it had
just received. I shaved my legs and armpits and put on my makeup. I noticed
that putting on my makeup was not as much of a chore as it once was, in fact I
was beginning to enjoy it. I loved the way my face looked after I put makeup
on. I blew my hair dry and then I walked over to the toilet to pee.

As I sat down and let my piss out I thought that I was really starting to like
being a girl. The more and more I got used to it, the more I wanted to get rid
of my penis permanently. Every time I went to the bathroom or looked in the
mirror, I couldn't help but look at the small, ugly dick that tarnished the
rest of my beautiful feminine body. I decided that I should have sex with Emily
more often in order to get rid of my dick as soon as possible.

I walked into my bedroom and saw that Emily had picked out my clothes for me
again. She had put out a pair of bikini underwear, a light blue size 34 C bra
and a spaghetti-string tank top with a pair of cutoffs. I quickly dressed,
loving the feel of my lingerie.

I looked in the mirror and examined my body. I had developed a perfect
hourglass figure, my waist was very narrow and my hips curved out,
complementing my perfect ass. I realized that today was the first day that I
could see my cleavage and I was very turned on by it.

I slipped on a pair of sandals and walked out of the room. I went down the hall
and I slowed when I heard Emily moaning. I peered around the corner of the
living room and saw Emily and Lindsey sitting on the couch. Emily had her pants
down and Lindsey was jerking her off. Lindsey was using both hands on Emily's
huge dick and I could see a drop of pre-cum on top of it. As I watched them, my
hand unconsciously went to my tit and I began to squeeze it. Lindsey continued
to jerk Emily off and after about five minutes, Emily started to get close to
her orgasm. She started to buck her hips as Lindsey continued to rub her hands
up and down Emily's long shaft. I was starting to get really horny watching
them. My hand traveled down my pants and I started to rub my dick. However, I
got no pleasure out of it so my hand continued to travel. I realized that my
newly formed pussy was wet and I started to rub it. I had never felt anything
like the pleasure I got from rubbing my cunt. I squeezed my tit with one hand
and rubbed my pussy with the other. Suddenly, there was a loud moan as Emily
began to cum. I stopped rubbing myself and watched as Emily went berserk with
pleasure. She was bucking her hips as hard as she could and Lindsey continued
to jerk her off. Cum began to shoot out of Emily's dick. The first jet shot out
so hard it hit the other side of the room. Lindsey kept rubbing and Emily kept
cumming. Loads and loads of sperm covered the room as Emily finally started to
calm down. Then, Emily smiled at Lindsey and pulled down her pants. Lindsey's
clit was rock hard and looked to be about two inches long. It was bright red.
Emily tried to touch it, but Lindsey gasped in pain, it was too sensitive.
Next, Emily tried to finger Lindsey, but was unable to because Lindsey's hole
was too small and her pussy was not as sensitive as it once was. Emily had just
about given up when she licked her finger and stuck it up Lindsey's ass.
Lindsey gasped in pleasure.

"You have a prostate," I heard Emily tell Lindsey.

Lindsey only nodded and pressed her ass against Emily's finger. Emily inserted
another finger and then began to finger my cousin's ass. Lindsey was in
ecstasy. Emily fingered her for a few more minutes and then started to lick
around her asshole. Lindsey squirmed as Emily stuck her tongue up her ass and
then began to eat it out. Lindsey did not last long. She started to cum almost
immediately. Lindsey moaned as her whole body shook. As it started to die down,
I stared in amazement as her pussy lips began to grow out. They became longer
and thinner and then suddenly joined together and settled down. I was shocked
to realize that Lindsey now had a nut sack. I also noticed that her breasts
were now only a B cup. I waited for Emily and Lindsey to get dressed and then
made some noise walking down the hall. Lindsey looked happier than she had
since her breasts started to shrink.

"Damn you're hot," Lindsey said to me.

I smiled and blushed.

"You look real good too," I said. Lindsey did indeed look good. She had broad
shoulders and was very muscular. She had a very nice ass for a guy and the
stubble on her chin was a nice touch.

"I can't wait for her to stick her dick inside of me," I thought and was then
shocked by what I was thinking.

We ate lunch and I still had no appetite. I sipped at a beer as I watched Emily
and Lindsey enjoy their meal. Bored, I started to flirt with Lindsey. Whenever
Emily looked away, I would bend over, giving Lindsey a nice view of my tits. I
was shocked by how much fun I was having teasing my cousin. I couldn't wait to
try this on other guys.

When we were cleaning up the kitchen I realized that I had gotten a lot smaller
the last few days. I was reaching for a new bottle of soap on a shelf that I
had been able to reach earlier that week. Lindsey saw me struggling and got it
down for me. That was when I realized how much taller Lindsey was. She was
probably close to 5'10" and I was more like 5'2." The rest of the day passed
like the day before. Lindsey sat around and got drunk while Emily taught me
more on how to be a lady. I learned how to walk around in high heels and Emily
taught me how to apply a maxi pad. We tried to do tampons but my pussy was too
small. I was kind of jealous of Lindsey, I had never realized how easy being a
guy was. I had to work my ass off to learn everything needed to be a girl and
all she had to do was watch TV and drink beer.

Emily also taught me how to give a good blowjob. Her dick was too big to use
for a lesson, so we used a dildo. It was a lot different than when I had sucked
Emily's dick earlier. Her dick had been so big that I did not have a choice as
to whether or not I wanted to deep throat it. Real dicks, I learned were much
different. I had to learn to relax my throat muscle and allow it down my
throat. Emily also taught me what to do with my tongue. By the time the lesson
was over, I was really good. I decided to have some fun and began to suck the
dildo in earnest. I looked over at Emily and saw that she was getting hard
watching me suck the fake penis. I continued to suck it until I saw Emily's
dick poke out the bottom of her shorts. Then, I undid the button and pulled
them down. Emily's dick hit me in the face as it snapped free of her pants. I
began to slowly lick the head of her dick, just like Emily had taught me. I
swirled my tongue around and around, licking the drops of pre-cum off of her
dick. I opened my mouth and began to take her dick into my mouth. Emily started
to push, but I had no intentions of deep-throating her. Instead I let in the
first four inches and then began to suck as hard as I could. I swirled my
tongue all over the head and the bottom of her dick. I felt myself grow wet and
I put one hand down my pants. I began to rub my pussy as I gave Emily the best
blowjob I could. I put my other hand up my shirt as I massaged my tits through
my bra. I continued to suck her dick for another ten minutes and every time she
got close to orgasm, I stopped and let her calm down. Finally, when I felt that
I was going to cum, I went as hard as I could on Emily's dick, bringing her
over the edge. I also started to cum and my whole body shook as Emily began to
shoot her seed into my mouth. She came into my mouth for a good five minutes
and I managed to swallow every drop of her cum. As this happened, I came twice
under the guidance of my own hands. It was the first time I had ever
masturbated as a girl. As Emily and I slowed down I started to feel a warmth in
my tits. I quickly took off my shirt, curious as to what was going to happen. I
gasped as I could see my tits began to expand. My bra tried to hold them back,
but was unable to. I struggled with the bra clasp, gasping with pain as the bra
pushed down my tits. I finally managed to get my bra off and my tits flopped
free. My nipples were rock hard and there was a line around my tits where my
bra had tried to stop their growth. I put my hand up to my right breast, and
cupped it. I looked up at Emily, who handed me a bra. It was a 36 CC but it was
too small. She then handed me a 36 D, which fit much better. I put it on and
then put my tank top back on.

My new tits impressed Lindsey and I could tell she was a little jealous. We ate
dinner in the living room while we watched TV. I sat across from Lindsey and I
spent the whole time flirting with her. Whether I was pushing my breasts
together with my arms to make the look bigger or constantly crossing and
uncrossing my legs, I drove her wild. Emily watched with a smile as Lindsey
squirmed. Emily left the room to clean the kitchen and I took that as my queue.
I walked seductively over to Lindsey and sat down beside her. I rubbed her leg,
which was now fully covered in hair. I then took off Lindsey's shorts and
boxers. For the first time, I saw my cousin's nut sack up close, though it
still lacked balls. Her clit was starting to look more like a penis; it was no
longer red and was about three inches long. I tried to play with it, but
Lindsey gasped in pain when I did.

"Oh well," I thought and licked my fingers.

I put my middle finger against Lindsey's asshole and began to press. There was
some resistance at first, but I soon had it all the way in. I worked it in and
out for a bit and then stuck another finger in there. I could feel Lindsey's
prostate and she moaned every time my fingers grazed it. I added another finger
in and then began to work on her prostate in earnest. I fingered her ass as
hard as she could and in a few moments she began to orgasm. She groaned in
pleasure as I worked my fingers in and out of her ass as hard as I could. Her
hips bucked wildly as she lost control. She came for a few more minutes and
then as she began to calm down, her body started to change. I watched in
amazement as her nut sack twisted about on its own and then I saw two testicles
begin to form. I was shocked as I watched her nut sack expand before my eyes.
Her "penis" also grew a little and I even saw a small hole open up where she
could pee and ejaculate. Her "penis" was now about four inches long. She pulled
up her pants and stood up. I noticed that all that were left of her once
gorgeous breasts were two small lumps sticking out of her t-shirt.

"She's probably barely even an A cup now," I thought.

I went to bed that night knowing that when I woke up in the morning, I would be
a total girl. My dick would be gone and my pussy would be ready for sex. I
couldn't wait.

Emily woke us up at 8:30 the next morning.

"Rise and shine!" she said, throwing the blankets off Lindsey and my bed.

Lindsey and I both got up. Like every other morning, I was naked. I began to
examine myself. My breasts hadn't grown much since yesterday and I didn't think
that they would grow at all anymore. I looked down past my breasts and saw that
my penis was gone. All I could see was my bush. I reached my fingers down and
felt my pussy lips. I pushed slowly and my finger slid in. I then reached
another finger up and I found my clit. I moaned in pleasure as I brushed it. I
looked over at Lindsey and saw her staring in disbelief at the seven-inch
erection in her hand. Her tits were gone; all that was left were the small
nipples that were found on all men. Watching Lindsey suddenly made me horny as
all hell, I needed sex right then and there.

"Fuck me now," I said to my cousin.

She nodded and walked over to me. I lay down on my bed and she crawled on top
of me. Lindsey carefully positioned her cock over my pussy and slowly slid it
in. She got in a few inches and then encountered my hymen. She pushed slowly
and broke it, taking my virginity with it. Lindsey pushed her dick all the way
into me and I moaned in pleasure. I had no idea sex felt so good. Lindsey began
to slowly rock her hips back and forth, pushing her dick in and out of my
pussy. I started to really get into it and I began to stroke my newly formed
clit. Every time Lindsey thrust her dick into me, her chest hit my huge breasts
and I would gasp in pleasure. This went on for about five more minutes and then
we began to come. Lindsey went first, screaming out as she shot her seed deep
into me. I followed almost immediately, clenching my vaginal muscles against my
cousin's cock. She kept her dick inside of me until it was no longer hard and
then withdrew it. We both lay there for a while catching our breath.

Lindsey and I went on all sorts of "adventures" that summer. I'll tell you
about more some other time.

This story is part of White_Shadow's_Nasty_Stories.
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