Made for a soon-to-be released paid anthology of my TG stories. Please support me by buying one (or more!) of my stories: https://www.smashwords.com/profile/view/AuthorMarkGraham

A young man finds himself changing into a perfect female lover for his friend.

Derek leaned forward on the edge of the couch cushion, his tongue between his teeth as he focused on the television in front of him.  His fingers worked the controller he held in his hand and, on-screen, his character shouted as she kicked and punched.

“Man, Chun-Li is cheap,” Steven said.

“Fuck.  You.” Derek answered.  He glanced at his friend for a moment before unleashing a combo that brought Steven’s character down to a sliver of health.  

The two young men sat at opposite ends of the couch, cursing each other as their characters ducked, blocked and lunged.

“Goddammit!” Derek yelled, gripping his controller.  The game showed a replay as his character, Chun-Li, took a round-house kick to the face to finish her off.  “I was so fucking close!”

“Karma’s a bitch, man,” Steven laughed, grinning wide at his friend.  “Another round?”

“Nah,” Derek told his friend, standing to stretch and knuckle at his back.  “Lost three rounds in a row.  It’s not my night tonight.  You wanna grab some drinks over at Doyle’s?”

Steven shut down the game and turned off their television.  “Yeah, not too late, though.  Got that meeting at 8 tomorrow to go over forecasts.”

“Is that tomorrow?” Derek asked.  The men grabbed their wallets and headed to the back for the shoes.

“Every day this week, man,” Steven sighed.  “We fucked up some purchase orders so now we gotta review all of our procedures and see where we went wrong.  It’s bullshit.  And not even my fault.”

“Should’ve applied to the shipping department like me,” Derek said.  He pulled his keys from his pocket and opened the back door to their house.  His car’s alarm chirped when he unlocked the door.  “I’ll drive.  Not gonna drink too much.  And, hey, shipping department’s easy.”

“There’s nowhere to go from shipping,” Steven said, sliding into the passenger seat of his friend’s car.

“Justin started there,” Derek replied.   He started the car, backing up into the alley.  “He’s warehouse manager now.”

“You want to work with those assholes out in the warehouse?” Steven asked.  “They’re a bunch of fucking twelve year olds.  And Justin’s not going to retire for forty fucking years so now there’s really nowhere to go.”

“I’ll deal with the warehouse for that much money and, besides, I could make it up to general manager or something from there.”

The two young men argued back and forth along the drive through the city.  The sun had nearly set completely and the sky was a dark orange with patches of deep purple.  Street lights clicked on as they made their way downtown.  There was no heat in their argument; they’d been close friends since middle school and knew each other well.  Their friendship had even survived college when they’d seen a lot of friends and couples find different paths in life.

Derek’s car crunched through the gravel near the bar as he slid into an open parking spot.  Since it was an early Thursday, the lot was mostly empty.  However, a few cars were parked near theirs and they could hear faint laughter from inside the building.  Steven pushed the door open and walked in with Derek following.

“Steven!  Derek!” a voice called out.  The two men glanced at the bar, waving at the woman behind the counter.  “Your usuals?”

“I’m telling you, she likes you, man,” Derek whispered, smiling at the bartender.

“It’s her job, Derek,” Steven answered.  He walked through the bar, nodding at a few people he knew vaguely.  “She’s just friendly.”

“I’ve seen her look at you when you aren’t watching,” Derek said.  Both men sat on stools at the far end of the bar so they had a view of the entire place.  “She looks over at you and sees the star quarterback.  That towel she has isn’t to wipe the counter, it’s to wipe the drool from her face.”

“I wasn’t the star anything on the team, you ass,” Steven growled.

“Yeah but you look it.  And she sees it,” Derek told his friend.  “Look, Tina was, what, two months ago?  It’s done, man.  Get yourself out there again.  Candace is hot.  I mean, seriously, look at her ass.  And those freckles!  And-  Hey Candace!”

“Two Mac & Jacks for my favorite boys,” the bartender said, setting two coasters on the bar and tall amber glasses of beer on top of them.  “It’s been dead for the last two hours.  Not even one drunken marriage proposal.  I think I’m losing my touch.”

“So you’re still available?” Derek asked with a wide smile that wavered slightly when Steven’s fist connected with his knee.

“For the right man, absolutely,” Candace said.  She turned to nod at an order from down the bar.  “Not sure I’ll find him in this crowd but a girl can dream.  Time to tend to the flock, gentlemen.  Enjoy the beers!”

Steven and Derek watched the girl turn.  She wore light blue jeans that hugged her hips and ass.  A large rhinestone heart covered the back pocket of her jeans.  Derek elbowed his friend with a knowing look.

“Hell,” Steven swallowed, his eyes locked onto the bartender’s tight jeans.  The girl was petite but her jeans hugged the slight curve of her ass.

“Maybe you should borrow her towel,” Derek laughed.  He sipped his drink and the two settled into old conversations and arguments with Candace occasionally stopping by to fill their drinks and chat with them.  

Eventually, Steven yawned, hiding his open mouth with a wide hand and long fingers.  He hadn’t been an exceptional player on his high school football team but he’d played well and, as his friend had mentioned, he was built for it.  He was long and lean and could grip the ball one-handed.  Rarely was he single throughout high school and even college.  Derek envied his friend sometimes but he knew a lot of it was down to personality.  Steven was driven where he simply wasn’t.

“Time to go,” Steven said, yawning wide.  “You good to drive?”

“Yeah,” Derek answered, dropping a $20 on the table.  “I didn’t drink so much tonight.”

“Awww,” Candice said, appearing from seemingly nowhere.  “The night is young and I’m bored.   I only have a couple more hours on my shift and I thought you’d both keep me company until I got off.”

“Another time, Candice,” Steven said, smiling sleepily.  “Tomorrow night, probably.   I don’t think we have anything planned for Friday.”

“Nope,” Derek answered.  “Be good, Candice.”

“Always,” the girl answered with a grin.  “Tuck Steven into bed all safe and sound for me.  Looks like he’s asleep on his feet.”

Derek gave the bartender a mock salute as he followed his friend from the bar.   A flyer near the door caught his eye.  The bar had a bulletin board for local business and customers to leave cards and advertisements for various events and a brightly color ad for the city’s comedy club grabbed his attention.  

“Huh,” Derek said, touching the bottom of the flyer to lay it flat against the board.  A drawing of an old school magician with a top hat, goatee and white-tipped black wand covered the top of the paper.  “Telesto the Magician.  Magic and hypnotism.  This Friday.”

“You coming?” Steven called from outside.

“Yeah,” Derek said, glancing at the page quickly before stepping into the cool night air.  He shivered and rubbed his arms before unlocking his car with his remote.  “Hey, there’s a hypnotist at the Laugh Club tomorrow.  Wanna check it out?”

“I dunno, man,” Steven said as he climbed into his friend’s car.  “Saw one when I was a kid and it seemed pretty sketch.  Even little kid me could tell it was fake.  I think the lady just used a friend from the audience.  It was dumb.  Made the guy cluck like a chicken and shit.”

“Well, I’ve never seen one,” Derek told him as he eased the car onto the street, merging with the sporadic traffic.  “I think I’ll go.  Hey.  Why don’t you hit the bar and spend some alone time with Candice?”

Steven yawned, his jaw cracking.  “Eh.  I’ll think about it.  Why don’t you talk her up, anyway?  When’s the last time you went on a date?  A year ago?”

“Almost six months,” Derek said.  “She likes you, not me.  And I saw the way you looked at her.  You like girls with a nice ass and she’s round.”

“Yeah, yeah,” Steven said, closing his eyes as his friend made swooping motions with his free hand to crudely illustrate Candice’s body.  “I’ll think about it.”


Derek rolled his head on his shoulders and stared at computer’s monitor.  His eyes flicked down to the time in the bottom-right hand corner of the screen and then back up to the shipping program he was using.  He blinked his eyes and yawned, stretching back with his arms raised.  His joints popped and he sighed.

“Last one,” Derek said to the empty office.  He typed from the file on his desk, entering the information before submitting it.  “The rest can wait until Monday.”

With another stretch, Derek stood back from his desk.  He locked his computer, grabbed his jacket and made his way through his office with his phone out.

Hey, Derek texted Steven.  You decide if you’re going to the club or bar?  Show starts soon.

They have drinks, yeah? Steven texted back as Derek sat in his old Toyota, waiting for it to warm up.

Two drink minimum like the strip club, Derek responded.  I’m headed there now.  About twenty minutes.

Yeah, I’ll go, Steven wrote.  I’ll be there a little after.

Derek put his phone away and drove off, dropping his visor to block the setting sun.  He hummed along to a song in his head and tapped on his steering wheel while his mind wandered.  He found himself thinking of Jennifer, the last girl he dated, and he frowned, pushing at the thought of her.  

“You should move on, Derek,” he told himself out loud.  Jennifer had been pretty in her own way.  Black, curly hair with chubby cheeks and a little bit of a belly but fun in bed.  Her problem had been that there was nothing else.  She worked a simple job and had no hobbies and clung to him too much. He’d had to break up with her three times until she’d got the hint. She still texted him sometimes.

He’d never tell Steven or anyone else but the problem he faced was that sex just wasn’t that important to him.  He enjoyed it but was just as happy cuddling or spending time by himself.  It just seemed nearly impossible to find a girl who was the same and he struggled to even talk about it.

“Move on and find some other nice girl,” he murmured, turning smoothly onto another road.  He didn’t want to admit to himself that he was more bothered by Steven starting to wonder about him than the lack of a partner itself.  

Derek looked ahead to see the comedy club in front of him.  A small line of people slowly made their way inside, urged on by a large man in a simple but nice suit.  He held a clipboard in his hand and passed out a piece of paper to everyone filing inside.  Derek slid into an open spot by the curb, a block away.

Cold wind swarmed Derek when he opened his car door and he hissed through clenched teeth, forcing him to clutch his thin jacket tighter to his body.  With a quick glance for oncoming traffic, he bolted for the sidewalk and walked quickly to the club.  The young man rubbed his arms while waiting in line.

“Welcome to the Laugh Club,” the bouncer told Derek at the door.  The man seemed to be on auto-pilot and he delivered the speech with a nearly robotic voice.  “We’ve got a waiver for you to sign for the hypnotist tonight, in case you’re called up.  Just fill it out and hand it to the guy at the door inside.  Two drinks minimum, alcohol or not.  Have a good evening.”

Derek hurried inside with the paper clutched in his hand.  The club’s lobby was filled with couples wandering and laughing and a few people ordering food and drinks from the concession stand.  The young man joined the line for tickets while looking through the form.

“Shall hold harmless etc etc,” Derek said quietly, skimming the page of text.  “Hypnotism for entertainment purposes, hypnotist not affiliated with The Laugh Club.  Not responsible for- Oh, sorry, ticket for one.”

The cashier took Derek’s card while he borrowed one of their pens to sign the form.  He glanced at it again but saw nothing unusual that jumped out.

“Here’s your card back, sir, and your ticket.  Hold onto the ticket for your two drinks,” the cashier, a young man in a classic bellhop outfit slide the items toward Derek.  “And I can take your form for you if you’re finished.”

“Oh, yeah, thanks,” Derek said, taking his card and the ticket.  “Is the form normal?”

“Yes, sir,” the cashier answer.  “We give them out whenever there’s audience participation.  It started after we had one woman try to sue us when a previous hypnotist made her temporarily forget the number two.”

“The number two?” Derek asked, his eyebrow raising.  “What do you mean?”

“She just couldn’t remember it,” the young cashier replied.  “She’d count one, three, four and so on.  But it went away after a day and I think the manager gave her free tickets.  Now we have the forms.”

“Haha, no fucking way!  That’s wild,” Derek laughed.  “My friend thinks it’s bullshit but I’ve never seen one.  Can’t freakin’ wait.”

“Well, enjoy,” the cashier smiled.  “There are two comedy acts at about thirty minutes each and then the main act afterwards with the hypnotist.”

Derek glanced at the doors for Steven before making his way into the main theater.  Round tables filled the room with a large, raised wooden stage set against the back wall.  Derek threaded through the tables, some already filled with couples and groups of friends, until he found an empty one near the stage.

As the young man sat at the table, a waitress approached.  She wore high heels with thick fishnet stockings, black bikini bottoms and a tight tuxedo top, complete with a bowtie.  Derek grinned at her and she flashed a brilliant smile in return.

“Hi, my name’s Mandy and I’ll be your server tonight,” the girl said.  “What drink would you like to start with?”

“I’ll take a rum and coke,” Derek said, handing her his ticket.  The girl marked half of the ticket with a hole puncher before returning it.  “I’m good without food tonight, I think.”

“Alright,” Mandy told him.  “I’ll be back with your drink and check on you later for your second one.  Enjoy the show!”

Derek watched her turn, the black coattails of her outfit twirling over her slim ass.  He admired the girl for a moment before looking again for Steven.  His phone buzzed and he grabbed it from his pocket.

Getting ticket now, Steve had texted.  Where r u?

Near the front, on the left, Derek wrote back.  Mandy returned, setting his short tumbler down on a white napkin.  He thanked the girl and she left to deliver more drinks.  Already got a drink.

Conversations buzzed in the room, the sound growing louder as the tables filled with people.  Derek sipped his drink until Steven walked in.  He waved to his friend and Steven nodded in return, weaving between tables full of people.

“Did you read the form?” Steven asked while he lowered himself into a chair next to Derek.

“Skimmed,” Derek answered.  “Seemed okay.”

“All bullshit,” Steven told him.  “I bet the hypnotist brings the pages to hype people up.”

“The club says it’s theirs,” Derek said, shrugging.  He took a moment to explain what the cashier told him while Mandy took Steven’s drink order.

The microphone on the stage squealed and everyone focused on it.  The club’s owner, standing center stage with the mic in hand, cleared his throat, smiled at the crowed and spread his arms.  “Welcome to the Laugh Club!”  

People clapped and the man made a half bow.  He was older with gray peppering his black hair and thick mustache.  He was dressed in black slacks with a blue-striped button down shirt with a thin black tie.

“The first of our three acts is a comedian from Chicago who’s beginning to make a name for himself in larger circles and we’re thrilled to have him here.  Please welcome Robert Stevens everyone!”

A large young man pushed through the curtain at the back of the stage.  His cheeks were red and his eyes twinkled in the bright stage lights overhead. Derek settled back while the man launched into his routine – comedy based on stories from his childhood mostly but mixed with stories as a new parent of a young child.  The two friends laughed a few times but mostly sat quietly, sipping their drinks.

The second act was introduced as Derek and Steven ordered their second rounds.  A tall black woman with a straight face stepped onto the stage.  She was dressed simply, seemed to glare at the audience and she opened with a fart joke that brought everyone to tears.  It started simply, building into more and more of a farcical story with the comedian at the center until the punchline was delivered with the woman’s same dour expression.

Most of the woman’s jokes revolved around her dating and personal life and the more hilarious ones involved her dysfunctional family.  Derek laughed the loudest at a joke involving a bad first date where the woman’s parents showed up coincidentally mid-date and a large fight broke out.  At the very end of the routine, the woman finally smiled to thank the audience and several tables stood to applaud her.

The club’s lights dimmed as the owner took the stage again.  He looked around the audience, making a show of drawing everyone’s attention.  In the ensuing silence, he took the microphone from its stand to speak into it.  “Ladies and gentlemen.  For one night only, all the way from Italy, may I present the amazing Telesto!”

Audience members applauded again, whistling loudly as the curtains pulled back completely to reveal the magician and his props.  Telesto stood with his arms open and a wide grin splitting his narrow face.  He was older and lean and entirely dignified in a full tuxedo, complete with coattails similar to what the waitresses wore.  His white-gloved hands held a black wand with his right and a top hat with his left.

Telesto bowed with a flourish, tapped the hat with his wand and spun in a circle.  Pure white doves launched themselves from his hat, fluttering around him before settling on the floor in a straight line. The audience oohed and aahed and Derek heard a few people gasp. The magician smiled again and suddenly stamped his foot while dropping his hands.  The doves vanished in clouds of white smoke and the crowd cheered and hollered for more.

Derek lost himself in the show, mesmerized by basic acts like a volunteer from the audience being sawed in half or elaborate card tricks or objects appearing and disappearing into thin air.  When the hypnosis began, the young man leaned forward, rapt.  Beside him, Steven sighed loudly and rolled his eyes.

A large group of people were called up and hypnotized into believing they were chickens and they crowed and pecked and moved their arms as if they were wings.  A young woman was called up and told that “the” was really “a”, “cats” were “children” and “dogs” were “adults”.  She was asked to tell a story about going to the humane society to adopt an animal and she delivered a story, seamlessly switching the words around to hilarious effect.  A drunken man was brought up and hypnotized into believe that everyone had vanished from the room and he’d wandered, terrified while trying to figure out what had happened.

“Now,” Telesto said after escorting the young man from the stage.  “I need two volunteers for my last act!  Do I have any volunteers?”

Several hands shot up in the audience and Telesto struck a pose, a finger under his chin as he surveyed the room.  His eyes flicked from person to person until they landed on Steven and Derek.

“Ah,” Telesto beamed, his eyes shining.  Behind him, a slim young woman cleared the stage while another brought two plain chairs up.  “You two will do wonderfully.  Please come up to the stage.”

“No,” Steven said, crossing his arms on his chest.  Telesto’s smile widened and he raised an eyebrow, glancing at Derek.

“Dude,” Derek begged.  “Please.  I want to try this.”

“No,” Steven replied, his lips pressed together into a thin line.  “No way.”

“Come on,” Derek told him.  “This is your chance to see if it’s a scam or not.  Look.  Just go up there with me.  I’ll do the dishes for a whole fucking week.  All of them.”

The muscles in Steven’s jaw bulged as he stared at the magician.  Seconds passed while the audience called for the two men to go up.  Finally, he sighed and uncrossed his arms.  “Fine.”

“Yes!” Derek yelled, jumping up from his chair.  The crowd cheered as Steven pulled himself up from his chair grudgingly and followed his friend onstage.  

Derek glanced around, suddenly nervous as he stood in the spotlight.  He could feel everyone’s eyes on him and he wanted to slink back to his table.  Telesto appeared at his side to lay a hand on his arm.

“Don’t worry about the audience, young man,” Telesto said quietly.  His voice was gentle and reassuring and very different from his boisterous stage voice.  He guided Derek to one of the two chairs and gestured at Steven to take the other one.  “Just have a seat and pretend they don’t exist.  You’ll be fine.”

“Now,” Telesto said loudly, standing back from the chairs.  “May I have your names, gentlemen?”


“Derek,” the young man answered, leaning forward to rub his sweaty hands together.  He licked his lips and then leaned back when he realized how anxious he looked.

Telesto regarded the both of them for a moment, as if deciding what he should do with them.  He smiled for a moment and quickly turned serious.

“You’re obviously good friends,” Telesto announced for the crowd.  “I’m sure you’ve known each other for a long time, yes?  So, tell me:  what do you both think the other needs to be more successful or happy in life?  Steven?”

Steven’s frown deepened and his jaw worked as if he were chewing on something unpleasant.  Finally, with a loud sigh, he spoke.  “Derek doesn’t need much.  He’s smart and gets along with everyone and doesn’t let anything bug him.  I think about the only thing is he could use a little more self-confidence.”

“Mmm,” Telesto nodded.  “Very diplomatic.  Derek?”

“Man, Steven’s got it all,” Derek answered.  “He’s handsome and works hard and all the girls drool over his muscles.  He’s got goals in life and he’s working towards them.  Fucking- sorry for the language, he’s a catch, man.  He just takes too long to make a move.  So I dunno what that is but that’s about the only thing I’ve noticed.”

“Good friends indeed,” Telesto said.  His assistant appeared behind him, carrying a simple folding chair.  He thanked her as she opened it for him and he sat down, behind the two men. He pulled out a small chain with a golden disk attached to it.  “Attend me, please.  If you would both look my way.”

Derek stared at the gold disk.  Every other time Telesto had merely spoken to the audience member to put them under.  Now the disc began spinning on the chain while Telesto held it steady.

“Listen to my voice but watch the disk,” Telesto intoned.  “Feel yourself relaxing from the top of your head to the tips of your toes and fingers.  Feel your mind and body opening to new possibilities and realities.”

The disk spun, gathering light.  Light pulsed as the flat of the disk faced Derek but it seemed to rotate faster and faster until it was a blur, surrounded by a halo of light.  Derek’s eyes opened wide as the stage and audience faded, leaving the glowing orb and Telesto’s voice.  His arms and legs pulled at him and his scalp prickled as every nerve seemed to stand at attention.

“Sleep, now,” Telesto said quietly.  The room was utterly silent as Derek and Steven’s heads drooped forward at the same time.  “Raise your heads, gentlemen.  And open your eyes.”

Steven and Derek sat up with their eyes open, staring into the distance over each other’s shoulders.  A single glass clinked in the audience and car’s horn blared faintly in the distance.

“You are both in a bar,” Telesto continued.  “Steven, you’re sitting at the counter and you’ve just arrived after a long day at work.  Derek?”

“Yes,” Derek replied, his voice even and without emotion.

“Tell me,” Telesto said.  “What is Steven’s ideal woman?”

“Steven loves a woman with a nice ass,” Derek answered in the same flat tone.  “Not outrageously big but firm and round with wide hips and a smaller waist.  And good tits.  Not too big and not too small and tight, too.  No sagging.  A big handful for him.”

Someone in the audience laughed but Telesto held up his hand with his index finger extended and the room fell silent once again.  “And her personality?”

“Nice girls,” Derek said dreamily.  “I never asked but every girl he’s dated has been kind of dumb. But sweet.  And flirty.  He loves when they’re forward and I think that’s because he takes too long to make a move.  The sweet girl in public that’s a dirty slut in bed and horny all the time.”

“Yeah!” a random man shouted in the audience and a few people, men and women laughed in response.

“Please,” Telesto said, his voice and expression pained.  “Derek, you are that ideal woman and you’ve just walked into the bar.  You eye the room until you see Steven.”

Derek shifted in his seat, standing up straighter.  His blank face broke into a mischievous smirk and he stood as he took on the scenario.  The young man brushed a finger along his ear as if tucking a loose strand of hair away.

“You find Steven to be your ideal man,” Telesto continued.  “You approach him at the bar and you feel self-confident and sure of yourself.  You decide that this is the man you want and you will have him.  Both of you now, take on your roles and show us what would happen.  Only, please, no touching.  Let’s keep this respectful for everyone involved.”

Steven stood, leaning forward slightly as if he were standing at the bar.  He glanced around, nodding at nobody while tapping out a beat on the invisible bar with his fingers.  Derek stood behind Steven and he looked his friend up and down slowly, admiring the view of him.  Pausing to stare at his friend’s ass, Derek’s cheeks turned red and he tugged at his earlobe, rolling it between his fingers.  

Still behind his friend, Derek fumbled at his Polo shirt, unbuttoning one and then two buttons.  He tugged at the shirt, pulling it down to expose more of the light brown hair on his chest.  Finally satisfied, he stepped up beside his friend.

“Hey,” Derek said, glancing at Steven.

Steven looked over at Derek and his eyes widened.  The young man tried to be subtle while checking his friend out but he kept stealing looks at his friend’s flat hips.  “Hey yourself.”

Derek leaned forward a little and Steven’s eyes followed, staring down his friend’s shirt.  Steven shifted uncomfortably while clearing his throat and looking away.  Derek giggled in return, winding his finger through the nonexistent long hair he imagined he had.

“I don’t know how someone so hot could be sitting alone,” Derek rumbled in his deep voice. His fingers played with the last button on his shirt and Steven watched him do it.  His fingers trailed down the shirt and around the breasts he didn’t have until they rested on the pretend bar.  “Mind if I buy you a drink?”

“Only if I can buy the second round for you,” Steven said.  He turned and the thick bulge in his pants was apparent to everyone in the audience.  A women whispered something loudly in the audience and the table laughed before being quieted.

Derek looked down, smiling at his friend’s crotch. He leaned forward, his cheeks and ears burning.  Again, he played with his earlobe until he let go and reached down to touch his friend’s crotch.  “I know something else you can give me in re-“

“Stop!” Telesto barked urgently.  Derek and Steven froze with Derek’s hand inches from his friend’s pants.  “Apparently, impertinence is another quality Steven looks for in his women.  I believe I’d said no touching.”

The crowd erupted with laughter as Telesto told the two men to sit down.  “I will count backward from five to one and, when I’m finished, you will be awake and feel your changes taking root.  You will be more confident and forward and feel free from past restrictions.”

Derek and Steven sat while Telesto began counting backward.  At “one” they both sat up, blinking their eyes and looking around as everyone laughed and cheered for them.  

“What happened?” Steven asked.  He looked down at his erection and then quickly up again.  “Why do-“

Telesto raised his hands to explain but a loud, drunken voice called out from the audience.  “Why don’t you ask your girlfriend why you got a hard on!”

“Now-” Telesto tried to say.  Steven looked at him, at Derek with his shirt unbuttoned and then back at Telesto.

“Man, fuck you,” Steven said.  “Fuck all of you.”

Derek watched his friend storm off the stage.  He felt flushed with an odd warmth radiating from his core.  The young man ran a trembling hand through his hair and then blushed as several people catcalling him.  “Steven, wait up!”

The cold night air outside the club made Derek gasp.  He turned and caught sight of Steven at the end of the block, nearly at his car.

“Hey, Steven!” Derek called out.  “Wait a second!”

“Not in the mood right now, Derek,” Steven said.  His car beeped and flashed its lights as he unlocked it.  “I knew I shouldn’t have gone there.”

“Come on, man,” Derek said, finally catching up to his friend.  “It’s just a stupid hypnotist show.  He probably just-“

“I don’t even care,” Steven told his friend.  “Just drop it, okay?  It’s all funny until you’re the one standing there being laughed at.  It’s a bunch of bullshit and I don’t even want to know, alright?”

“Yeah, man, alright,” Derek said, wrapping his arms around himself.  “You going back to the apartment?”

“No,” Steven said, walking around to the driver’s side.  “Just gonna go out.  Clear my head.  I’ll be home late.”

“Alright,” Derek said, nodding his head.  He felt a strange, dull ache around his heart and he hesitated a moment before continuing.  “You aren’t, uhh, you aren’t mad at me, are you?”

“What?”  Steven asked.  He looked at his friend as he held the car door open.  “That’s stupid.  It’s not your fault.  It’s the fucking magician and the drunk assholes in the audience.  I’m just feeling off.  I’ll be okay later.  Go home before you freeze to death, man.”

“O-okay,” Derek said through chattering teeth.  He rubbed his arms as relief flooded him, calming his odd, sudden nerves.  The young man ran a finger around the top of his ear while watching his friend drive off.  After a minute, he crossed the street to his own car.  He sat in the driver’s seat while the car idled and warmed up.

Derek sat back in his seat, staring through his window into the distance.  He thought back to the show, struggling to remember what happened.  He could remember going on stage.  He remembered sitting and talking about what Steven needed to work on.  His finger touched his right earlobe and he pulled and squeezed at it gently.  There was a light.  Pulsing and throbbing.  Warm.  Filling me with warmth.  Filling me.  

A car passed, its headlights shining through Derek’s window, forcing him to blink.  The vision faded and he took a shaky breath, squirming in his seat.  He felt feverish and his cock was hard, caught painfully in an awkward angle in his jeans.  The young man adjusted himself, shrugging of the fragments of the memory.

Checking his rearview and side mirrors, Derek eased away from the curb and onto the road.  Traffic was light on the drive home and Derek found himself thinking of Steven and hoping he was okay.  He looked upset and, despite what he said, Derek worried that he’d done something wrong.  Best to just talk to him about it, he thought.

Derek pulled into his assigned parking spot in the apartment complex.  He glanced over to Steven’s spot and found himself disappointed that it was empty.  The young man hurried out of his car and up the flight of stairs to the apartment he shared with his friend.  The smells of the apartment welcomed him but the warmth made him sigh happily.  He kicked off his shoes by the door and walked through the livingroom to his bedroom at the end of their hallway, glancing into Steven’s room as he passed.

I hope he’s okay, Derek thought to himself.  He hummed, brushing a finger against the tip of his ear.  Bending over, he took his blanket, bundling it against his chest and walking back into the living room to sit on his side of the couch.  He wrapped himself in the blanket, grabbed a controller and woke the console with the press of a button.  The television clicked on as the console hummed to life.  Maybe I should text him?

The television glowed brightly in the semi-darkness.  Derek wiggled over to the center of the couch, monopolizing it since Steven wasn’t there.  He looked over at Steven’s side for a moment and realized he missed his friend.  Derek’s hand strayed over to his phone while the game booted up.

Hey, Derek texted.  He frowned, his fingers hesitating over the on-screen keyboard.  He looked up, staring at the game’s main menu while trying to figure out what to say and what was bothering him.  He felt antsy and just off compared to earlier.  He reached over to Steven’s spot, picturing him there and it made him feel a little better.  Derek moved a little further over to Steven’s side of the couch while typing on his phone.

Thinking about you, Derek wrote before frowning again.  He started at the words as if they were unfamiliar to him.  He was thinking about Steven and the words had just naturally come to him while texting but, now that he read them, he realized they sounded wrong.  He blushed and erased the words.  Hope you’re okay out there.  I’m already at the apartment for the night. Later.

Derek sent the text and put his phone aside, shifting completely over into Steven’s spot.  He settled himself down, lifting both legs up to curl them under himself while leaning onto the arm of the couch.  He breathed deeply, smelling the faint scent of Steven’s shaving cream and deodorant.  The young man burrowed deeper into the couch as a slow, lazy heat began to build in his stomach.  His cock stirred but didn’t harden.

The game flashed as Derek played, fingers flailing over the buttons as his character fought against computer opponents.  He caught himself glancing at his phone, looking for the message notification light and then cursing when the computer beat him.  After several losses in a row, he turned the system off and stood.  

Derek stalked into the kitchen, opening and closing cabinets.  He felt full of nervous energy and slightly flushed.  He stared into the fridge, pushing against his stomach and the faint ache he felt there.  The cold air of the refrigerator felt good against his bare arms and face and he shivered, biting his lip at a sudden line of electricity that seemed to race up his spine.  His cock stirred and Derek pushed at it, groaning quietly.  

Closing the fridge door, Derek glanced around, squeezing his cock through his pants.  Moving through the kitchen and living room, he turned off lights and grabbed his phone and blanket, making his way into his bedroom and kicking his door closed with his foot.  He stepped around piles of clothes, tossed his blanket and sat at his small desk, waking his laptop.  He unzipped himself with one hand while pulling up a browser to load a porn site.  

Derek clicked through videos until he found a highly rated video titled “Horny little bimbo can’t get enough of my cock” with picture of a girl on her back, legs spread.  He clicked on it and sat back, tugging and squeezing and pulling at his dick.

The porn started with the girl on her back on the bed.  She wore a loose t-shirt but nothing else and Derek looked her over before staring between her legs. The camera moved and a man’s belly and cock came into view.  Derek rubbed faster, grunting as the man teased the girl’s wet pussy with the head of his dick.  The girl whimpered, raising her hips and the man moved back, letting his cock slip between her swollen lips for just a moment.  She moaned and Derek watched the man’s cock, the head of it glistening from the girl’s wetness.  He licked his lips and his hand jerked erratically.

“Yes,” Derek whispered.  He twisted as his arm rubbed against the side of his body, just above his hips.  Goosebumps rose in waves along his arms and the back of his neck and he shivered from how sensitive and warm he felt.  

Onscreen, the man pushed the girl’s shirt up, exposing her bare breasts.  The lay heavy against her chest and the man’s fingers went to her small, pink nipples.  Derek’s hand moved slowly, slipping into his open Polo shirt, his thumb brushing his own tiny nipple through coarse chest hair.  He rocked his hips as a small spark lit through his body down to his cock, forcing a moan from him.  His eyes flicked down to the man’s cock, staring at its thickness.  

The girl reached down, spreading her pussy open, rocking her hips back and forth, begging for the man to fuck her as he teased her and pinched at her nipples.  Derek grunted, feeling the edge of his orgasm just out of reach.  His eyes fixated on the girl’s pussy and blood rushed to his face and ears, burning them.

“Please,” Derek whispered with the girl on the video, his eyes glazed over.  “Please.”

“You want my cock?” the man asked the girl.  “You want to feel me inside of you?”

“Yes,” Derek hissed, echoing the girl again.  He pinched and rolled his nipple as static filled his ears.  The man slowly entered the girl.  The faint ache deep in Derek’s stomach shifted, becoming something else entirely.  Derek’s hand froze as he watched the man’s cock filling the girl.  He could almost feel it himself.

The flush along Derek’s cheeks creeped lower along his neck and he shivered again, lost in the scene before him.  Slowly, he began pumping himself again, licking his lips and groaning as his cock strained for release.  

Derek pulled at his tiny left nipple, rolling it between his fingers. The skin around the nipple darkened.  Small bumps formed and the skin bubbled up, pushing at the hairs of his chest until his nipple sat atop a woman’s soft, puffy areola.

The video continued and Derek began sweating as his cock ached in his hands.  His free hand slipped to his balls and he held them while pushing at his taint, instinctively trying to relieve the odd emptiness within.  Sudden music made Derek look up and blink repeatedly.  He was breathing heavily and couldn’t remember most of the video but it had ended and the total play time showed nearly fifteen minutes.  

The young man groaned, squeezing at the base of his throbbing cock.  He closed the lid to his laptop and went to his bed, pulling his pants off by stepping on the pant legs.  Once in bed, Derek rolled to his back and closed his eyes with his legs spread.  

Enveloped by his soft bed and blankets, Derek pictured the porn he’d seen earlier. He replayed it in his mind, looping the man teasing the girl’s pussy until he asked her if she wanted him inside.  He groaned as he jerked himself to the memory of it and his heart pounded in his ears.

You want to feel me inside of you? The man asked inside of his head, pushing his cock inside the girl.  Derek bit his lips, twisting his legs in bed.  He was so close, had been so close for a long time but something held him back.  He gripped his leg with his free hand, brushing his fingers against the skin between his balls and asshole.  Again.  You want to feel me inside of you?

“Yes,” Derek whispered.  His Polo shirt tented as his nipples hardened.  And grew.  His tiny useless nipples twisted, pulling at the puffy areola to grow thick, pushing at his shirt.  A wet spot formed above his right nipple, soaking his shirt and he groaned as the rough fabric slid against his new, sensitive nipples.  Static roared in his ears and he pressed his fingers hard against his taint.  “Inside.”

“Yo,” a voice called from outside Derek’s room.  “I’m back.”

Steven! Derek thought and then he cried out, turning his face to press his mouth against his pillow, hiding the noise he made as he came.  His hips and legs shook and he felt a warmth on his belly.  Too late, he realized he hadn’t used a tissue while masturbating and now he could feel the spurts of his own cum against his body..

Steven moved around the apartment and Derek heard the bathroom door open and close.  His muddled thoughts drifted sleepily and his post-orgasmic body felt like it weighed a ton.  In the bathroom, the faint susurration of the running shower relaxed Derek even further.  He could picture Steven stepping into the shower, naked and muscular.  

Derek’s large nipples tightened and he groaned and moved and fell asleep to the sound of his friend showering.


Cold light streamed the window above Derek’s bed.  The young man snorted and blinked and turned, wrapping his arm around the blanket next to him.  A few birds chirped and he opened one eye to look for them through the window.  He knew he couldn’t fall back asleep so he lay for a while, letting himself wake up.

I wonder if Steven’s awake yet, he thought.  He moved, sliding his body along his bed, groaning as he stretched.  A strange pressure in his gut that reminded him he had to pee and he sighed, smacking his lips.

Derek yawned, stretched again and swung his legs over the side of the bed.  He pulled his shirt off, shivering as it slid against his body and then dug around for a mostly clean pair of boxer-briefs.  Padding through his room, avoiding piles of clothes, he opened his door and stepped into the hallway, making his way to the bathroom.

Hiding another yawn behind the back of his hand, Derek turned on the faucet.  He tucked a loose strand of hair behind his ear and leaned forward, cupping cold water into his hands and then splashing it against his face.  Derek reached for a towel just as he heard the faint chime of Steven’s alarm going off.  

Drying his face, Derek looked up at himself in the mirror.  And froze.  

Beneath his chest hair were two fat, brown nipples surrounded by a halo of darker skin.  His eyes widened and he reached for the right nipple with his free hand.  His finger brushed through his chest hair some pulled free, leaving a small patch of smooth skin behind.  He hesitated and leaned closer to the mirror and then brushed his fingertip across the nipple.  

Derek shivered.  He felt the touch in his gut as if a nerve ran directly from the nipple to his cock.  He pulled at the nipple and hissed through his teeth, rubbing his legs together at the pleasure of it.  The nipple hardened, twisting and rising on his chest and the urge to pee intensified.

“Fuck!” Derek whispered loudly.  A few chest hairs fell to the sink below him.  

“Hey man,” Steven said sleepily as he opened his bedroom door.  “You gonna shower?”

“Fuck!” Derek said more loudly. He dropped the towel he’d been holding, grabbed the doorknob and closed the bathroom door too hard.  

“Damn, man,” Steven said outside the bathroom.  “You alright?”

“Y- yeah,” Derek stuttered.  His heart raced in his chest and he blushed at the thought of Steven seeing him.  “I’m- I’m just going to take a shower.  Need to wake up.”

“Okay,” Steven replied.  “I’m going to put some breakfast together if you want some.”

“Thanks!” Derek answered too loudly.  The nipple he’d messed with was throbbing slightly and he felt an answering throb from his cock.  

Derek turned the shower on and then sat on the toilet while the water warmed.  His mind raced as he relieved his bladder.  Some allergic bullshit? He wondered.  Can- not enough testosterone do it?  I knew I fucking should’ve gone to the doctor about my sex drive.  Ah, shit.  Goddammit.  

The young man stood and flushed the toilet.  He’d calmed but still felt a nervous energy that seemed to pool in the pit of his stomach.  His cock stirred and he pushed at it.

He wanted to touch his nipples again. To pinch and pull them and feel those sparks along his body.  Derek bit his lips, pushing the urge away and feeling his face burn as he thought of Steven.  He used that shameful thought to keep him from touching himself. He pictured his friend staring at his nipples and laughing.  Derek’s cock stirred, throbbing with the pulse of the energy in his belly.

Looking at my nipples, Derek though through the building static in his head.  Naked in front of him.  Blushing in shame.  Aching-

Derek drew a shuddering breath, pressing a steadying hand against the wall and licking his lips.  The static in his ears began to fade and he brushed long hair away from his ears before tugging quickly at an earlobe.  

Steam filled the small bathroom and Derek breathed deep, drawing in the heat.  The young man stepped into the shower, bowing his head to let the water run down his body.  He rolled his head with a sigh as the hot water needled into his neck.  Derek ran his fingers through his hair and it slid down his neck slowly to hang loose, an inch below his jaw.  

Leaning back, Derek wiped streams of water away from his forehead and then gasped as the shower drilled into his nipples.

“Oh!” Derek said, stepping back from the water. He bit his lip, glancing at the closed door through the shower curtain and then stepped forward, letting the water cascade over his body.  His cock swelled, bobbing in front of him with each heartbeat.  The young man pressed a hand against the wall in front of him and slide the other around his chest.  A dull roar started in his ears and he gasped as he squeezed against his chest.

A voice echoed in the roaring of his ears:  … feel me inside of you… Steven’s voice now, rather than the man from the video.

“Y- yes,” Derek said, rolling a fat nipple between his fingers.  The man’s chest hair slid down his body with the water flowing along his body and into the drain to leave smooth skin behind.  He pulled at his nipple and the skin beneath swelled into a soft bump.

Derek squeezed his tiny breast, moaning.  He kneeled carefully, grabbing his cock as he lay back against the bathtub.  His balls ached painfully and something within his body felt wrong and empty but Derek jerked his cock frantically.  His mind fixed on the scene from the video – the man sliding his cock into the girl and her eyes rolling back as she arched her back.  The falling water seemed to caress his sensitive body.

“S- so- yesss,” Derek panted, seeing the man’s (Steven’s, his fevered mind told him) cock again and again, sliding against the girl’s wet lips, parting them and entering her.  

You want to feel me inside of you? Steven asked him, inside the loud static roaring in his mind.

“Y- y-” Derek stammered and then the young man threw his head back, his mouth wide open as he came.  His legs jerked, slamming against the faucet.  “F- f- fuck!”

Slowly, the roar inside his head subsided and Derek unfolded carefully, covering the tiny bumps on his chest from the shower.  He stood, washing himself quickly.

Freshly showered, Derek stepped out of the tub and dried himself off.  When he reached his chest, he patted himself dry.  The man’s longer hair curled above his shoulders and he brushed it back without a thought.  After a moment’s hesitation, Derek wrapped the towel around his body and above his budding breasts.  He blushed to the tips of his ears and the nervous energy he’d felt before returned.

“Please don’t be outside,” Derek whispered.  He opened the bathroom door slowly and peeked out, holding the towel tight against his body.  Metal clanged from the kitchen as Steven cooked and Derek could smell bacon and eggs.  Quickly, he slipped through out of the bathroom and hurried to his own room and shut the door.

The towel slid to the ground and Derek shivered as the soft fabric dragged at his nipples.  He looked down at himself and bit off a curse when he saw the faint bulge of his new breasts.  The nipples above his breasts were erect and aching slightly.  Carefully, Derek prodded his chest.  They weren’t exactly breasts but the skin was softer than his chest and moved when he pushed it.  Beneath that, he could feel a few tiny bumps of fat.

Something seemed off but it took him a moment to realize what was wrong: his nipples were lower on his chest After a couple decades of staring at himself in the mirror, the slight difference was incredibly distracting.

Derek hunted for his cellphone and then woke it, picking through his contacts to dial the doctor’s office.  He sat on the edge of the bed, hunched slightly before tucking a few loose strands of hair behind his ear.

“You’ve reached Dr. Stewart’s office,” a voice said in his ear.  “If this is an emergency, please hang up and dial 9-1-1.  If you would like to leave a message for the nurse, press 1.  If-“

“Hello, you’ve reached nurse Pam,” the message continued when Derek pressed the number ‘1’ on his phone.  “If you’ve reached this recording, I am busy with another-“

“Hey!” Steven yelled from the kitchen.  “Breakfast is up if you want any!”

“Okay!” Derek yelled back, huddling further to hide his nipples as if Steven were in the room with him.  He blushed at the thought.  “There in a second!”

“-and number and I’ll get back to you as soon as I can,” the nurse finished.

“H- Hi,” Derek stuttered.  He felt suddenly self-conscious and his ears burned while he tried to think of what to say.  “This is Derek Miller and, uhh, I’ve got, uhh, well, something going on with my chest?  Maybe an allergic reaction?  Or, s- something?”

After leaving his callback number, Derek dug around for clean clothes.  He settled on a pair of blue jeans and a t-shirt from one of his favorite bands.

“Alright.  You’ve got this,” he told himself.  The young man reached for the door but something caught his eyes and he looked down.  Derek’s nipples poked against his t-shirt, forming two obvious bumps.  “Fuck!”

After more hunting, Derek found a heavy hoodie that he pulled on.  He glanced down at himself and breathed a sigh of relief when he couldn’t see his nipples.  A cold drop of sweat slid between his shoulderblades but he forced himself to open the door and step out.

“It’s gettin’ cold, Derek,” Steven said from the kitchen.  “I ain’t waitin’ all day.”

“Shit, man,” Derek cursed as he hurried into the kitchen.  “You didn’t have to-“

“What?” Steven said, looking up from his plate.  He was shirtless with a single, simple golden chain hanging loose on his neck.  

“Ah, I-” Derek swallowed and moved to cover his sudden awkwardness.  He tugged and rolled his earlobe in his fingers and could feel the nerves in his nipples lighting up.  Red crept up his chest, hidden behind the hoodie.  What the hell? He thought to himself.

“Did I spill something?” Steven looked down.

“Oh, no, sorry,” Derek said as his cheeks began to burn with heat.  His cock twitched and he winced at a twinge of pain within his balls.  The twinge flared again before fading to a slow, empty ache.  He busied himself by grabbing a plate of food until he felt himself calm.  “Just, uhh, early.  Brain’s not working right yet.”

“You cold?” Steven asked with an amused look, his left eyebrow raised.

“Hah, yeah, a little,” Derek answered as he sat at the table.  Studiously ignoring his friend, he dug into the food with relish.

“I can see that,” Steven said.

Something in his voice made Derek look down and the fork dropped from his nerveless fingers.  Two small, almost unnoticeable bumps pushed against his hoodie.  Derek hunched over with a nervous laugh and the bumps vanished.  “H-hah, yeah!  Cold, I guess.  Hah.”

“What’re you up to today?” Steven asked, stabbing a few chunks of scrambled eggs onto his fork.  “Wanna hang out?  Play some games maybe?  Just kinda fuck around and stay inside all day?”

You want to feel me inside of you? A faint voice echoed in Derek’s head.  His cock stirred again and he bit his lips.  “N-no, I think I’m gonna go out for a while.  Do some shopping.  I’ll probably be home later, though.”

“Cool, man,” Steven answered.  He chased a few pieces of food on his plate with his fork and then finished up, rinsing his plate in the sink.  

Derek watched him, his eyes catching on the hard muscles of his triceps and biceps and then down to his hands while he cleaned off his plate.  Another sharp pinch below his cock made him shift on his chair and he looked away.  Still, he cast one last look at the other man and his long, strong fingers.  His gaze swept across Steven’s wide shoulders and back.  Derek shivered and then forced his eyes to his plate with his jaws clenched and his nose flared.

What the hell is wrong with me? He asked himself.  He could feel the nervous energy burning along his core and his erect nipples throbbed beneath his hoodie.  

“Gonna read for a while in my room,” Steven said.  He walked to his room while he talked.   “Text me when you’re on your way back and we’ll hang out, yeah?  I might go to the bar tonight.”

“Y- yeah,” Derek replied, leaning against the table.  Sweat beaded on his hairline and his hair lengthened slowly, tickling the skin along his neck.  The chemistry within his body shifted and he gasped as a hot spike of pain stabbed through his stomach.  Derek laid his head against the table while his guts churned and he closed his eyes against the waves of nausea.  

The knot of pain and energy pulsed as the young man’s uterus began to form.  Small hairs lifted along his arms and neck and back and he drenched his clothes in cold sweat.  His hair, shoulder-length now, clung wetly to him.

Eventually the nausea passed and Derek opened his eyes.  He sat up slowly, weak from the pain that was only just now fading.  The young man brushed his hair back and groaned, pressing his hands against his sore stomach.  He turned and the room swam so he gripped the table until the room stopped spinning.

“Fuck,” Derek groaned.  He stood, carefully, ready to bolt to the bathroom but the pain and nausea simply vanished as if it’d never been there.  The smell of food turned his stomach so the young man threw away his food, washed his plate and stacked it with Steven’s plate.  Taking a deep, shuddering breath, Derek grabbed his keys and wallet and left.

Derek wiggled in his car seat, shifting to try to find a position that would make him feel comfortable. His tailbone seemed to ache but no amount of moving or leaning alleviated the dull pain.

The young man’s first trip was short and he soon found himself parked at his doctor’s office, staring at the “Closed” sign.  He’d driven up to the door, close enough to read the handwritten note that said the nurse was gone and Derek remembered she’d been heavily pregnant the last time he’d been in.

With a sigh, Derek drove off, following his phone’s directions to the urgent care center.  The little office was located in a huge shopping center and he wound the car through the parking lot.  He turned the car off and then sat, staring at the building in front of him.  A sense of dread gripped him but he exited his car and went inside.

The muted interior of the health clinic was full of coughing and sneezing and wheezing and the dull droning of a local newscaster.  The lights were too bright and the floors too shiny and Derek nearly turned around as soon as he’d entered.  He forced himself forward where a bored receptionist pointedly ignored him.  A sign in sheet, secured to the counter with a thick wire, had a list of names and Derek added his to the bottom.

Now signed in, Derek glanced around the room and then made his way to the corner, far away from everyone else and the TV.  His jeans dug into his side and the plastic chairs were uncomfortable, forcing him to squirm in his seat to find a good position.

What am I going to do?  He thought to himself.  A cold fist seemed to grip his heart and he stared at the floor in front of him.  A single bead of sweat slid from his hairline, down his neck and chest to curve around the slight swell of his nearly flat breasts.  The young man shivered and hugged himself.

Time passed slowly and people shuffled back and forth.  Occasionally a side door would open and the nurse would call for someone.  Derek looked up nervously every time the door opened but otherwise spent the time staring inward and occasionally checking the time on his phone.  The longer he sat, the more he felt the cold fingers tightening on his heart until, two hours after he arrived, he suddenly stood up and walked out without a single word.

Yeah, doctor, Derek imagined himself saying.  I was just minding my own business when suddenly I grew tits.  No big deal, right?

The young man shivered at a sudden gust of cold wind and he hurried to his car, starting it as soon as he sat inside.  He lay his forehead against the steering wheel with a heavy sigh.  He could picture the scenario and it shamed him.  The doctor would examine him and see his changes, order tests that he’d have to miss work for and find some excuse to tell Steven while it was all happening.

He didn’t want to admit to himself that the biggest reason was simply because he was terrified of what they’d find.  And so he lied to himself and said he would wait for his doctor’s office to open Monday.

Derek’s hips pressed against the band of his jeans.  The soft skin bulged as his hips widened, bones shifting within to match the growing uterus.  He groaned as his ass swelled and skin overflowed his too-tight jeans.  The young man pressed at his belly and a few exposed stomach hairs flaked away.  The pressure built from within sudden, sharp cramps made him hiss through his teeth.

“Fuckin’ A,” Derek growled quietly, looking around the shopping center.  He unzipped his pants, sighing in the sudden relief of pressure.  A large Target dominated the shopping center and he shifted into reverse to drive over to it.  The cramps were dull but would flare occasionally as if something was digging into his stomach with sharp claws and he prayed the bathrooms were empty at the store.

Parking quickly, Derek stepped out of his car and quickly made his way to the store.  The overly large hoodie hid the front of his unzipped pants but not the curves of his new, larger ass or hips.  Halfway to the store, the cramps eased and then vanished as they had earlier.

“What the hell?” Derek said out loud, stopping in front of the opened automatic doors.  He slid his hands into the pockets of his hoodie and then pressed them against his stomach.  There was still pressure and a faint need to pee but the pain was completely gone.  

When two young women stepped around Derek to go into the store, he excused himself and stepped inside after them.  Derek glanced around to find the men’s section and then walked through the store, tugging occasionally at his pants to keep them up.  He stared at the floor in front of himself, ignoring everything and everyone around him in the hopes that they wouldn’t notice what he was doing.

Safely in the mostly deserted men’s section, Derek tried to zip his pants.  The zipper caught halfway up, refusing to move.  He glared down at his stomach, trying again and again before stomping his foot and cursing.  

Derek moved to the jeans section and he pawed through them until he found a size larger than he normally wore. He grabbed the jeans and stalked angrily over to the changing room where a busy store employee was racking unwanted clothes.  He took the jeans into the changing room, kicked off his shoes and eased out of his old, tight jeans with a luxurious sigh.

The young man leaned against the wall and pulled on the new pants.  He zipped them up and buttoned them and then looked at himself in the mirror.

The jeans fit entirely wrong.  He could feel them pinching his balls and digging into his crotch.  The front of the jeans were pressed tightly against his thighs but the backs hung loose.  He turned and stared, frowning at the back of jeans.  The bulged awkwardly at his waist.  And, although he’d chosen pants with the same length, they seemed to be too long for him.

“Maybe a different brand?” He asked himself, turning back and forth and pulling at the crotch.

Seeing himself in the wide, full length mirror gave him an idea.  With a quick look around the room, as if someone might be standing in the room with him, Derek pulled his shirt and hoodie off, letting them fall to the ground.

Derek’s eyes were immediately drawn to the flare of his hips.  He stared, wide-eyed at his body and the way his skin seemed to just curve outward to the sides.  The young man pressed his hands against his hips and then around to his ass, feeling their generous curves.

“What the-” He whispered, staring at himself.

Movement dragged his eyes upward to his chest.  His fat nipples were shifting lazily and, as he watched, his flat breasts seemed to fill as, within, milk ducts and fat formed.  The nipples pushed out while his breasts bulged.  He grabbed his chest, squeezing the soft skin and flesh, trying to hold the skin down against his body.  He stared at them and knew now, undeniably, that he had actual breasts like a woman and not just a strange allergic reaction.

Derek hefted his small, warm breasts and then looked down at his wide hips.  A rude voice called out in his memory:  Why don’t you ask your girlfriend why you got a hard on?

“Oh.  Fuck,” Derek whispered.  He lunged for his phone, digging for the number to the comedy club.

“Laugh Club,” a feminine voice answered in Derek’s ear.  “Can we help you?”

“H- Hi!” Derek said.  He looked away from the mirror and tucked loose strands of hair behind his ear.  “Uh, I- is Telesto the magician there?  Can I speak to him, please?  It’s urgent.”

“Oh,” the voice replied.  “I’m afraid he left this morning.”

Derek’s heart sank.  His eyes flicked to the mirror and then away.  “Uh.  Is.  Is there a number I can reach him at?  Does he have an office nearby?”

“No, I’m sorry,” the woman said.  “I mean he left back to Italy.  I can give you the number for his agent but I believe Telesto’s flight won’t land until tomorrow.”

“Oh god,” Derek said.  “H-hold on, I’m going to put you on speaker so I can save the number.  Go ahead please.”

The woman gave him the number and Derek entered it into his phone and thanked her before hanging up.

“Oh, fuck,” Derek said, pacing the small room.  He winced as the pants squeezed his balls.  “Fuck fuck fuck!”

“Sir?” A young woman asked from outside the changing room.  “Is everything alright?”

“Yes!” Derek said, his heart leaping suddenly into his throat.  “I’ll- I’ll be out in a minute.  Sorry!”

Derek pulled his shirt and hoodie back on, followed by his old pants. He struggled into them but left them unbuttoned.  He stared at himself before leaving the room and his face paled.

He could see the bulge of his breasts in the hoodie now and his nipples tented the thick fabric.

Goddammit! He raged mentally, grinding his teeth as his cheeks reddened.  He stood and thought for a moment with his eyes squeezed shut.  A low buzz hummed at the edge of his hearing.  I have to do something until Sunday.  Until I can talk to Telesto.  The fuck- Goddammit.  Steven will see me.  I can’t.  I can’t let him see me like this.  He saw my nipples and there’s no way I can hide this from him.  God.  What would he even think of me?  Staring at my breasts like he did this morning.  Eyeing me and seeing my hard nipples only now it’d be my breasts all soft and warm and aching for his big, strong hands and-

Derek blinked rapidly, shaking his head to clear the buzzing.  He stared at the door for a moment while trying to remember what he’d been doing.

I have to do something until Sunday, he told himself.

Opening the door, he handed the store’s pants back to the worker waiting outside.  The young man hunched his body to hide his breasts and then walked through the store until he stood in the women’s section.  The blush from his cheeks was creeping down his chest and his heart seemed to thunder in his ears.

“E- excuse me,” he said quietly to a passing employee.  His hands began to sweat and he stared at the worker’s feet.  “D- do you have something to h- hide- to make it so- I just.  Breasts.  To flatten them a little?  F- for someone else.”

“Oh, honey,” the worker said quietly, touching his arm.  “It’s okay.  Yeah, follow me.  I can show you some sports bras in our fitness section.”

Derek wiped away a sudden tear of shame and gratitude and followed the woman.  She led him to a separate area full of tight black spandex pants and sports bras and other workout gear.  For women.

“Do,” the woman paused, considering her words.  “Do you need help looking?”

“No,” Derek gasped, his face burning.  “No, thank you.”

Sensing how incredibly uncomfortable he was, the young woman walked away and Derek glanced around the area, happy to see nobody else there.  He walked around the little section until he found a plain white sports bra that seemed like it would fit.  He balled it up, stole another look and then quickly made his way to the where women’s jeans were.

Blood thundered in Derek’s ears.  Two women were shopping in the same section.  He hesitated, considered waiting until they left, but then forced himself forward.  The women’s jeans were laid out differently than men so he started in the larger section, randomly picking pairs off the rack to hold up to his body.  

He quickly realized that he’d shrunk a little bit.  Like the pants he’d tried on, his old jeans bunched at his ankles, the legs too long for him now.

This is wrong.  This is all wrong, he thought as he held another pair of jeans against his body.  He pulled the waist out to match his now wide hips and then he folded them over his arms, nearly running for the changing room.  Only when he pushed at the door did he realize he’d gone into the women’s changing room.  Fuck fuck fuck fuck!

Derek slipped into the changing room and closed the door, leaning back against it while his heart pounded.  He quickly slid his hoodie and shirt off and struggled into the sports bra, hissing when it pulled at his longer hair.  He shrugged it down over his body and then stared at himself.

The slow burn of arousal flared within the pit of his stomach as he saw a woman’s body in the mirror.  He slipped out of his men’s jeans and turned to stare at his large ass, bulging against his now-tight boxer briefs.  His cock stirred and hardened and he felt the head drag against his smooth thighs, making him shiver.

The young man pressed a hand against the fat of his belly, standing taller and sucking in his little gut to make himself leaner.  The buzz in his head grew louder.  Shame turned to wonder as he began to admire his curves.  He slid his hands down his waist, over his hips and back along his ass, fingers reaching down.  Derek gripped his own ass and nearly moaned as he spread the cheeks, massaging the firm skin beneath his underwear.

“Shit,” he whispered, snatching his hands away.  He looked down, grabbing the new pants and pulling them on.  They hugged his hips and he whispered a silent prayer of thanks when he was able to button them all the way up.

The sudden loud beep of his phone almost made him scream and he swallowed hard, digging into his hoodie for the phone.  

“Steven!” He said happily at the text waiting for him.  He grinned and stood straighter while he unlocked his phone and read the message.

Hey, Steven wrote.  We hanging out tonight?

Yeah, Derek wrote back.  Definitely!  Gaming on the couch together?

Derek stared at his phone but when Steven didn’t answer immediately, he set it down and then cursed himself.  He grabbed his shirt, sliding it on and shivering as it scratched against his bare, sensitive skin.  The hoodie followed and he breathed a heavy sigh of relief.  His breasts and nipples were hidden.  He stood up straight and twisted his body but he couldn’t see the bulges at all.

“Well, thank god,” he whispered.  “What the hell were you thinking, Derek?  Fucking spending time with Steven?  Grab some food and spend the night in your room until you get fucking Telesto on the fucking phone and figure out-“

His phone buzzed and Derek snatched it.

The bar, Steven had texted.  Candice will be there and I think I might ask her out.

“No!” Derek said as jealousy stabbed through him.  The heat within his core flared and the buzzing turned to static.  He pictured Steven from this morning, shirtless and muscular and effortlessly sexy and the heat pooled in his stomach.  His cock hardened, throbbing against his leg and his balls began to ache.    He could almost feel his fingers tracing along the muscles of Steven’s back and he shivered from the sudden need.  And the emptiness building deep within.  Mine!  He’s mine!  That bitch doesn’t deserve him!

Derek’s nostrils flared and he breathed deeply again and again.  Slowly, the buzzing receded and he began to calm.  Steven’s sharp imagine faded and fractured in his mind and he felt a strange sense of loss come over him.  He tried to grab at the fading image but they slipped away and left him wondering what he’d missed.

The young man pulled his socks and shoes on and then left the changing room.  

“Excuse me,” he said to the worker in charge of the rooms.  He brushed his hair back over his shoulder.  “Can- can I just wear the clothes I bought and still pay for them?”

Oh, sure, hun,” the lady told him with a quick glance.  “Just take the tags off and they can scan them up front.”

Derek walked away, not realizing the lady hadn’t been bothered to see him in the women’s changing room.


The sun hung low in the sky, filling clouds with dark red and orange threads while Derek drove back to the city.  His mind was a mix of emotions that he couldn’t understand but every time he tried to grab one and follow it, they lead to Steven.  

A sudden loud honk woke Derek from his thoughts and he tittered nervously, pulling his car back completely into his lane.  The young man mouthed “sorry” as the angry driver passed him by.  

Focus, he told himself.  He glanced into his rearview mirror and then sat up to stare at his face, suddenly self-conscious.  You’re fine, see?  You look fine.  You’ll get there and Steven will be there and you’ll figure out what the hell is going on.  

Derek sat back, wriggling into his seat and then watched as his exit passed by.  He stared, turning his head and then cursed as he swerved lanes to a blare of more car horns.  

“Sorry!” Derek said to nobody in particular.  He shook his head and then tried to remember the next best way to the bar.  Another exit passed and Derek slammed his hands on the wheel. He reached down to wake his phone and then quickly up to jerk the wheel over.  “Google!”

A family passed in their car and everyone but the driver looked at Derek while they passed.  The mother in the passenger seat glared at Derek.  The young man glanced down at his phone, wondering why it wasn’t talking back to him.

“Oh, right,” Derek said.  “Uh.  Okay, Google!  How do I get to the bar?”

When the phone didn’t reply out loud, he glanced down to see a list of random, nearby bars.  He stared at it for a moment, confused.  “No, I meant Doyle’s.”

Nothing changed on the phone and Derek sighed loudly, rolling his eyes.  He pressed the home button on his phone, swerving in his lane.  Another exit passed.

“Ugh.  Okay, Google!” Derek said with a dramatic sigh.  “How do I get to Doyle’s?”

The phone opened up menus and a voice came on, notifying him it was navigating to his bar.  

“Finally,” Derek sighed again.  He glanced at himself in the rearview mirror and then sat back when a car honked at him and he found himself in the middle of two lanes.

Derek looked away as the car passed him and then rubbed his forehead.  Thick eyebrow hairs came away, leaving a delicate arch of hair above both eyes.  

“You look fine,” he reassured himself.  He followed his phone’s directions to make a big loop back into the center of the city.  “Don’t worry.  He’ll still be there and you can just talk stuff out with him.  Figure stuff out.  And just spend some time with him.  You’ll be okay.”


Derek stepped into Doyle’s, remembering at the last moment to check his hoodie but his breasts were still hidden.  He walked in and immediately saw Steven at the bar.  Candice was at the other end, signing into the register.  

A tumultuous flood of emotions coursed through Derek but, chief among them was relief.  He grinned and made his way to the bar.

“Hey Steven!” Derek said, sitting by his friend.  Heat pulsed in him, slow and steady, rising from his heart beat to become an entirely separate thing that plucked at his nerves.  He could feel his nipples stirring beneath the sports bra and the thought of that caused his cock to stir.

“Derek, yo,” Steven said, turning to his friend.  “Thought you’d be here earlier.”

“Hah,” Derek laughed.  “Yeah, got lost being silly.  Just, uhh, distracted.”

“Steven!” Candice said from the other side of the bar.  She walked closer, cocking her head at Derek.  “Oh.  Oh, Derek, hey.  You’re… growing your hair out?”

Derek blushed and reached back to touch his hair.  He ran his fingers down his scalp and then further, his eyes widening as he felt the silk strands reaching down to his back.  He laughed nervously and stared down at the bar.  “Y- yeah, guess so!”

“Hey Candice,” Steven said with a grin.  “My usual, please.”

Derek twirled a strand of his hair in his finger.  He was surprised at how soft his hair was and how long it was.  He gripped the hair in his fingers and-

“Derek?”  Candice asked.  “Your usual?”


“Huh?”  Derek said, looking up.  “Oh!  Oh, sorry, yeah!  Sorry.”

“Should’ve gotten a haircut while you were out,” Steven told his friend.  “You’re gonna get a ton of shit for that at work.”

“You- you don’t like it?” Derek asked.  He stared at Candice while she pulled their beers and he felt an ugly jealousy take hold of him.  She isn’t that pretty after all.  Steven could do better than her.   He’s way out of her league.  My-

“I mean, it’s whatever,” Steven said with a shrug.  “But you work with the warehouse and those assholes look for any excuse to give people shit.”

Candice came over with two tall glasses of beer, setting them down on coasters in front of the two friends.

“What’re you two boys up to tonight?” Candice asked, her eyes locked on Steven.

So fucking obvious, too!  Derek fumed, watching the way Candice looked at his friend.  I mean, her tits are okay, I guess.  And bigger than- well, they’re okay.  But her ass isn’t that great and that’s what he looks for.

“Drinkin’ and chatting,” Steven answered.  “You busy tonight?  I mean at the bar.  You should drop by our side every so often.”

“I’d like-” Candice said.

“Yeah, I’m drinking too,” Derek interrupted.  “We were going to spend the day together playing video games but I had to go out for a little bit.  We’ll probably play tonight.  Stay up late, drink some more and play until midnight and-“

Steven and Candice stared at Derek and the young man blushed as he realized he was rambling.  His ears buzzed with static and he took a huge gulp of his drink to hide his embarrassment.

“Well, maybe,” Steven said after a moment.

“Duty calls,” Candice said, signaling at a group of customers that just walked in.  

The two men drank and talked about work and nothing important.  Derek found himself growing tipsy and often lost the thread of the conversation.  Steven distracted him – the way his eyes caught the light and the rough stubble at his cheeks and the curve of his lips.  

“-and I just don’t know what the hell to say to her,” Steven said.

Derek blushed and looked away from Steven’s lips.  “I’m sorry, I totally didn’t hear what you said.”

“I was saying I don’t know how to ask Candice out,” Steven said.

“Oh,” Derek said, looking down at his lap.  “Maybe you shouldn’t.”

“What the hell?” Steven asked.  “I thought you wanted me to?”

“I mean, I did,” Derek explained, locking his fingers together in his lap.  He glanced up at his friend and then down again and his ears started to burn.  “But, well, look at her.  She’s not that pretty and I think you could do better.”

“You’re fucking blind, man,” Steven laughed, taking a drink.  “She’s hot as fuck.”

“You’re wrong!” Derek blurted and the burn moved from his ears to his cheeks.  He tried to find the words but they kept twisting in his head and on his tongue.  “She’s-  I just think-  I mean she’s not-“

“Well, I think-” Steven said while Derek muttered.

Static roared in Derek’s ears and his heart pounded.  The slow burn from earlier was winding its way through his body.  His knee brushed Steven’s leg and he left it there until Steven moved his leg.  He wanted to touch his friend.  He needed Steven to touch him.

Sunday, he remembered.  T-  Tel- the magician will be back Sunday.  Home Sunday.  I can fix this.  I can-

Derek looked down at himself.  Seated, he could see his wide ass and hips flaring out to his sides.  He could feel his breasts beneath the sports bra.  His body felt alive and the touch of the strands of his hair on his bare neck made him shiver.

A small part of him began to wonder, through the static, if it was so bad after all.  And whether he wanted the changes to stop.  He’d felt dull and rudderless before, just making his way through life and now here he sat, next to his incredibly hot friend and for the first time, he wanted something.  No, he thirsted for his friend. Steven pulled at his entire being and he could stop himself from desiring him more than anything he had in life.  And was that so bad?

But, Candice, he thought to himself.  I need to get him away from her.  How?

“-and it’s just time to move on, you know?” Steven finished.

Derek reached for his friend’s leg but then snatched his hand back.

“I want to go home,” Derek said with a small voice.  

“You feeling okay?”  Steven asked, looking over at his friend.

“Yeah.  I mean, no, but I just, I want to go home,” Derek said, staring at his hands again.

“Alright, man,” Steven nodded slowly.  “Hey, Candice!  What’s your schedule like-“

Derek reached for his friend and touched his arm.  “I want-  I want you to come home, too.”

“Uh,” Steven said, staring at Derek’s hand.  “Why?”

Thoughts raced through Derek’s head, too fast for him to grab.  Excuses came and went, most too lame for him to even think of while complex one made his head hurt.  He took his hand away.  “I’m leaving.  Town.  I’m leaving town.”

“What the hell, man?  What do you mean?”

“I- I got a job offer.  From.  From my uncle,” Derek stuttered.  He knew it sounded dumb but he couldn’t stop himself or come up with anything better.  “In a different state.  Today.  He called me today.  I want- I want to go home and drink with you before I leave.”

“That’s fucking sudden, man!  What about rent?  What about- are you coming back?  Dude, what the hell?”

“I,” Derek swallowed.  He could feel sudden tears forming in the corners of his eyes but refused to cry.  His throat seemed to close and emotions threatened to pick him apart.  Deep within his body, hormones raged as he began to accept the changes.  “I’ll pay my rent.  I just have to go.  Tomorrow.  I’ll call.  Or text.  I’ll text.  Please.  Just for tonight.  Please.”

“Well, goddammit, man!”  Steven fumed, staring at Derek.  “I- We’ve known each other for forever.  Where the hell did this come from suddenly?  I don’t give a damn about the rent but you leaving-“

Derek reached out and touched his friend again, laying his fingers gently against Steven’s arm.  “I’ll come back.  I will, I promise.  I just have to go.  It starts soon.  Just stay with me tonight.”

Steven stared at his friend for a moment, his jaw working.

He’s so handsome,Derek noticed.  His heart ached from the look of him.  From his anger.  From the passion of it and knowing it was because he loved him.  As a friend.  God, he’s so handsome.

“Candice!” Steven yelled out.  “We’re heading out.  Leaving some money on the table for you.  I got both of us.”

“I-”  Derek said.

“You’re such an asshole,” Steven said, standing and grabbing his jacket from the back of his chair.  “I can’t believe you’d drop this on me.”

“I’m sorry,” Derek whispered, his head bowed.

“Nah, man, I’m sorry,” Steven sighed.  “It’s just you sprung it on me, you know?  Come on, let’s go back to the apartment.”


Derek stared at his apartment door.  He’d arrived later than Steven.  He’d missed his exit again and nearly got lost wandering through side streets when a semi passed him and scared him, forcing him to turn too early.  He took a deep breath and opened the door.

“Yo, asshole!” Steven said from the couch.  “You’re late again.”

Derek laughed nervously and blushed.  “I- I got lost.  Again.”

“Jesus, you aren’t drunk, are you?”  Steven said seriously.  “Tell me you didn’t drive drunk.”

“N- no,” Derek said as he took out his wallet and keys.  “Just got confused is all.”

“Well, I got a shit ton of alcohol lined up on the coffee table,” Steven said, waving at the bottles.  “And some new bullshit supernatural action movie on Netflix.  If this is your last night here for a while, we’re getting wasted.”

Derek settled into the middle of the couch while Steven started the movie.  He glanced at the bottles and mixed himself a light drink.  Glancing over at Steven, he poured a stiffer drink, loading it with alcohol.

“Cheers,” Derek said nervously, handing the glass to his friend.  They clinked glasses and Derek sipped his carefully while Steven took a huge swallow.

“Fuck!” Steven said with a hiss.  “Yeah, fuck!”

Every nerve along Derek’s body was on fire and he felt a thrill race along his spine as Steven drank deeply from his glass.  The movie progressed but Derek barely paid attention while he nursed his one drink.  Steven’s words began slurring a little when he finished the second glass Derek made for him.

“Fucking Candice, man,” Steven said.  “Fuck.  I mean.  That fucking body.”

Derek shifted and frowned.  He took a deep breath and moved closer to his friend.  “What do you like about her?”

“Her asssss,” Steven slurred.  “The jeans she wears are so damn tight.  I could see her panty line tonight, man, fuck.  So fuckin’ tight.”

“Just that?” Derek prompted.  He took Steven’s empty glass and mixed another drink for him.

“Eh, yeah,” Steven said, waving his hands vaguely in front of him.  “I mean, her tits are good.  I’d like them bigger, you know?  Big old titties to grab and suck on.”

Derek blushed and took an involuntary breath at the thought of Steven’s hands on him.  He pressed his arms against his sides, feeling his small breasts bulge out on his chest.

“Yeah,” Derek said quietly, moving a little closer.  He pulled his legs up on the couch beside him and leaned slightly to his friend.  “Grabbing her tits with your big hands, right?  Squeezing them?”

Steven hissed as his third drink burned down his throat.  “Yeah.  Yeah.  Squeezing them.  Pulling her hair.  Pulling it.”

“You like that?” Derek asked.  He leaned even closer to his friend and his heart hammered in his chest.  His breast was so close to Steven’s arm.  All he had to do was move a little bit and it’d brush against him.  He bit his lips at a dull empty ache within the pit of his stomach.  His body felt like it was on fire and his brain felt hot.  “Pulling hair?  Pulling a girl’s hair?”

“Fuuu-” Steven said, leaning his head back.  “Yeah but tits.  Love a big set of tits.  Big ole pair of titties.  Love ’em.”

Derek breathed quickly, his chest heaving and he leaned, rubbing his breast against his friend.  He could feel his nipple slid against Steven’s thick arms.  The young man shivered and pulled back and moaned.

Steven startled and sat back up with a snort, smacking his lips and Derek watched to see if he’d realized what his friend had done.  “Want ‘nother drink.”

Derek’s hands shook as he made another drink for his friend and then himself.  His nipples were aching under the sports bra.  Aching to be touched again.  His cock stirred and strained and he pushed at it.  Pushed it away from himself.  Derek reached out slowly, watching his friend.  Carefully, he laid his hand on Steven’s thigh and, when his friend, didn’t react, he squeezed him.  His head buzzed with his own drink and arousing thoughts pulsing through him.

“Fuuu-” Steven said, his head wobbling as he worked on his drink.  “Jus’ yeah.”

Next to Steven, Derek raced to finish his second drink to build the courage he needed.  He could feel the alcohol hitting him harder than usual and he gulped as quickly as he could.  A thud made him look over to see Steven’s empty glass lying on the floor.  His friend was passed out with his mouth open.

“Steven?” Derek asked quietly.  He squeezed his friend’s thigh again, feeling the muscles within.  “Steven!”

A snore answered Derek and the young man carefully stood up, wobbling as the blood and alcohol rushed to his head.  His heartbeat pounded in his ears and nervous energy seemed like it would burst out of him.  He stared down at his friend, as he had at the bar, and drank in the sight of him.  His brown hair was short and curly and a tangled mess.  He had a strong jaw nearly hidden behind dark stubble that led down to a strong neck.  The man’s shirt was tight against the muscles of his chest and arm but Derek looked further down, stealing a glance at his pants.

Derek knelt beside his friend, steadying himself with a hand on the coffee table.  He hesitated for a moment and then pulled his hoodie and shirt off, leaving him in the sports bra he’d bought earlier.  He stared at Steven for a moment and then, slowly, pulled the sports bra off.  

In the dim, flickering light of movie, Derek knelt, bare-breasted, before his friend.  Derek’s nipples twisted and stiffened in the apartment’s cool air and he could feel them growing erect.  Aching for his friend’s touch.

“Look,” Derek whispered to Steven.  He took his friend’s hand gently.  “Look at me.  See me.  See who I am.  You don’t- You don’t need Candice.”

Derek pulled Steven’s hand up to his chest, laying it against his soft breast.

“Oh,” Derek said simply.  The feel of a hand against his breast was strange but with every nerve in his body standing on end, he’d thought it was the most erotic thing he’d ever felt.  Steven’s large hand covered his breast completely.  “Oh, Steven.”

Still holding his friend’s wrist, Derek moved Steven’s hand slowly against his breast.  He leaned forward with his eyes closed and his hair grew further from his scalp, down to the side of his face.  He felt the faint touch of the hair against his forehead when his bangs began to grow.  Derek moaned and arched his back slightly, biting his lips to contain the sounds within.

“God,” Derek groaned.  The young man froze when he felt Steven’s hand move. Derek stared at his friend, waiting for him to suddenly move and freak out but Steven just mumbled something incoherently and then reflexively squeezed Derek’s breast.  Derek shuddered and let go of Steven’s hand but his friend held him tight.

Derek’s breasts responded to Steven’s touch.  Derek felt skin pull along his body and his slightly chubby belly began to pull tight, leaving behind a smooth, taut stomach.  His breasts swelled and Steven’s hand moved with them.  Derek felt the weight of them on his chest, pulling at his back while they grew and he noticed with a hint of satisfaction that they were easily larger than Candice’s breasts.

Steven’s hand dropped away, hanging limply off the edge of the couch.  Derek leaned back, staring down at his huge, perfect breasts.  They clung heavily to his chest, pressing together in the center while bulging to the sides.  He felt proud of them and oddly proud of himself, as if he’d grown them himself.

Derek leaned forward and his nipples dragged against Steven’s shirt.  He felt the nerves light up from the tips of them down to his cock.  He moaned quietly and came face-to-face with Steven.  Derek’s long hair fell to the side of his head and around Steven’s face.  Derek stared at his friend and the moment stretched into eternity until he brought his face closer to brush his lips against Steven’s lips.  Derek’s lips swelled outward into a perfect pout and he kissed his friend gently.

“You don’t need Candice,” Derek said again as he sat back.  “I’ll show you.”

With an eye on his friend, Derek unzipped Steven’s pants, careful not to catch his friend’s cock or pubic hair in the zipper.  He work black boxer briefs and Derek felt his mouth go dry when he stared at the bulge in his friend’s underwear.  His head was buzzing and burning and the emptiness between his thighs was aching nearly as bad as the cramp he’d felt earlier.

Derek peeled back Steven’s pants to expose his friend’s flaccid cock.  

As he had a moment ago, Derek leaned forward slowly.  He carefully took his friend’s cock in his hand and, with barely any hesitation, kissed the flared head of Steven’s cock.

Derek shivered and moaned and opened his mouth to wrap his tongue around Steven’s manhood.  Derek gripped the his own cock, pressing the tips of his fingers against the base of his balls.  His long hair lay against Steven’s hard stomach and Derek felt Steven stiffen in his mouth.  The young man closed his eyes as Steven’s cock swelled and he began moving his head up and down the length of him.

Steven shifted quietly with a moan and Derek froze but the drunken man made no other movement.  Derek bent back to his friend’s cock, pressing him further into his throat until he felt himself gagging from the length of him.  He backed off and then bobbed up and down, working his friend’s hard cock while massaging himself.

“Oh god,” Derek whispered, pulling himself off his friend’s dick with a loud popping sound.  He licked his thick lips and moaned, running his tongue along his friend’s thick cock until he reached the tip.  He kissed it again and squeezed gently.  “You going to pull my hair, Steven?  Call me your girl?  Hold my hair and tell me how pretty I look?  How good I- How good I suck?  Suck your cock?”

Derek took Steven’s cock into his mouth again and, again, pressed him deep within.  He could feel his throat flexing to take the thick cock and then something clicked within and the building urge to gag vanished.  Derek felt Steven’s pubic hairs against his lips as he bottomed out on his friend’s dick.  He blushed with pride at deep throating the man he desired and wished Steven was awake to see it.  And to feel it.

A hand grabbed Derek’s thick hair and he almost screamed until he saw it was Steven holding him.  His friend was still asleep but mumbling about something.  Derek pulled away carefully, his hand working up and down his friend’s dick.

“You-” Derek’s eyes widened.  His voice was different.  Higher.  Distinctly feminine.  He blushed but then smiled.  “You gonna pull my hair, Steven?”

When his friend didn’t answer, Derek bent back to him, taking the man into his mouth and bobbing frantically while stroking himself.  His ears roared with blood and static and the need to taste Steven’s cum in his mouth until he broke off suddenly with a high pitched shriek.

Collapsing to the ground, Derek shuddered and trembled from a strange, muted orgasm deep within his core.  He hugged himself as he trembled.  His cock was half hard and trying to harden further.

“Fu- fu- fuck,” Derek gasped.  The young man lay there, staring at the ceiling.  He worked his tongue inside his mouth, tasting the traces of Steven’s dick.  He moaned and sighed and sat up, knowing his friend was too drunk to finish.  He wanted more but worried that Steven was slowly starting to become more aware.

“Thank you,” Derek said.  He kissed the base of his friend’s cock and then again higher, kissing along the length of him until he reached the tip.  Liquid shimmered at the head of his friend’s cock and Derek lapped at it with his tongue, moaning at the taste of his friend’s pre-cum.  He kissed the head of the cock, bending slightly to take it in his mouth before pulling away completely.

Sighing heavily, Derek pulled Steven’s underwear back up and zipped his jeans up over them.  He grabbed his clothes and stood, swaying off-balance as his huge tits pulled at him.  Tipsy, orgasmic and reeling from the taste of his friend’s cock, he made his way to his room, closed the door and passed out.


Derek woke to heat and dull, gray light.  His hands were clutching the sheet and his hips were moving.  In the middle of the night, he’d become twisted in his blankets and the bunched between his legs.  He was grinding against them, aching with the need to cum.  He closed his eyes and pictured Steven under him.

“Yessss, Steven,” Derek hissed, working his body and feeling the storm building in his gut.  It felt strange but amazing and it drove him insane with desire.  The storm grew bigger and bigger and his hips jerked erratically but when nothing happened, the young man cried out in frustration, gripping the sheets hard and burying his face against the bed.  “Dammit!”

Sitting up, Derek stripped completely nude, staring at his flaccid cock.  His guts and balls ached and he felt incredibly tender.  He explored himself, glaring at his useless cock.  His testicles seemed smaller and he prayed they’d just go away.  They had to if he ever wanted Steven to really accept him.  

Derek hugged his knees to his chest and his breasts flattened and bulged to the side.  They ached, pulsing in time to his heartbeat and the ache in his gut.  

I have to go, he told himself.  He tried to think of a plan that made sense for everything he needed to do but it seemed too big to fit into his head with all the noise. But he knew he had to go because he couldn’t let Steven see him like this.  Steven with his strong arms and thick cock.  Derek moaned and rubbed his warm cheek against his knees.

I’ll get some money and a hotel room, he told himself, happy that he was coming up with a plan.    Motel?  Does it matter?  Oh.  Maybe a hotel?  I’ll need money first.  And clothes.  I need clothes so Steven doesn’t know it’s me.  Was me?  God, he felt so hot.  No, no, don’t think of that.  Candice.  I can’t let her have him.  He wants me.  I know he does.  I have bigger tits.  And, and he’ll want me.  I know what he wants.  I’ve known him forever.  I know he wants me.  And I want him.  I want that cock.  Oh god.  Inside of me.  But I have to go.  Oh!  I told him yesterday I was going.  To my family.  My uncle!

Derek swung his legs over the bed and stood, completely naked.  His small cock hung between his thick legs.  He looked down at it again and noticed there were loose strands of pubic hair around his thighs and stomach.  He brushed at them and they fell away, leaving him impossibly smooth.  He had to bend to see past his breasts and they hung heavily beneath him.

“What was I-?”  Derek looked around, his fingers playing with his cock.  “What was I doing?  Oh!”

Giggling at his own silliness, Derek made his way to his desk and sat.  His breasts lay on the edge of the desk and he giggled at that, too.  His thick nipples pointed up in opposite directions and he pushed at them, amused with how they lay.

“Ugh, no!  Don’t get distracted!”  Derek shook his hood and grabbed a piece a paper and a random pencil.  The pencil slid in his hands and he stared at them until he realized the pencil wasn’t moving: his fingers were reshaping.  He stared in wonder as the roughness along the bottoms of his fingers smoothed away and the fingers shrunk into themselves, growing thin.

Derek turned his hand over and watched small hairs flake away.  Pain flared in his wrist briefly and, then, it too shrunk.  Muscle and bone within both of his arms shrunk and moved leaving him with slender, smooth arms.  He touched himself, sliding his hands along his forearms and up into his long hair, pulling the hair out and then shaking his head to let it fan out against his back.  He laughed playfully at the feel of it all.

How wonderful! He told himself.  He stood, the pencil and paper forgotten, and twirled in his room, feeling his breasts pull at him.  He felt lithe and full of energy and, as his hands played around his body, incredibly sexy.  If that funny magic man calls me, I’ll thank him, not yell at him like a mean person.  I can’t believe I was ever scared!

Derek laughed again and then stopped, covering his mouth with his hands as he blinked at his door.  His lashes thickened while he watched to see if Steven heard him.  Thick and long, the eyelashes grew out in a curve and then Derek giggled quietly when he heard Steven snoring.

Steven!  He remembered.  I have to go.  I was going to say goodbye.  With writing.  Writing a letter.

Sitting in the chair again, Derek stuck out his thick lips and furrowed his brow.  He grabbed the pencil and set the tip against the paper.

Steven, Derek wrote.  He paused and then carefully drew a tiny heart next to his friend’s name.  He started to write again and then frowned and erased the heart.  I have to go.  I am going now.  I will go to my family.  To work.  I will miss you.  Bye.

Derek put the pencil against his lips, staring at the small letter.  He rubbed his aching temples and worked his jaw and the static in his head seemed to fade a little.  The letter seemed too short but as he stared at it, he struggled to find more words to use to say what he wanted.  Finally, he nodded at it and declared it ‘good’.

The young man pulled on his boxer briefs and new pants, dancing around the room as he struggled with the tight pants.  He found the sports bra and pulled it down but it wouldn’t go over his massive breasts.  Derek struggled, twisting and turning until he threw the bra across the room in a loud huff.  Instead, he picked a shirt and put that on.  It ended midriff, showing his toned, bare belly and the curves of his tits.  Derek blushed and then found his hoodie, pulling it over his head.  

“Wow,” Derek said, staring at the sleeves of his hoodie.  His fingertips poked out of the sleeves but his hands were hidden away.  His breasts were still pronounced in the now overly large top and he pouted at them.  “Fine!  More clothes!”

Derek grabbed his backpack and a few things that were important to him: gifts from his family, his old passport and checkbook and some socks and underwear.  He left the room, pausing to stare at Steven, snoring at the couch.  He leaned down, brushing his lips against the man’s cheek.

Sudden sharp pain brought Derek to his knees.  He grunted, dropping his backpack and clutching his stomach while bending in half, touching his forehead to the floor.  Cold sweat broke out along his body and nausea gripped him.  Bones shifted subtly, deep in his face, moving his cheekbones and pulling his chin shorter.  Derek groaned and rubbed his forehead in small circles against the floor.  His hair slid down around him, growing even more luxurious.  Dimples appeared in his cheeks as his face widened minutely and his hairline pulled back, hidden behind short bangs.

Cramps tore into Derek’s stomach, hot and sharp and sweat dripped from his nose.  Like his face, the cartilage in his nose reshaped, widening slightly while the tip shortened and became more round.  The young man trembled and moaned and wondered whether he’d vomit.  As quickly as he could, he forced himself up, bumping his hip into the coffee table.  Glasses clattered noisily on the coffee table while he stumbled toward the bathroom.

Derek fell to his knees again.  He pushed the bathroom door closed and struggled weakly out of his shirt and hoodie, leaving him topless.  He paused, lying on his side with his heavy breasts pressed together on the cold floor before he found the energy to kick his pants off.  He pulled himself into the bathtub, turned on the water and leaned forward over his knees while hot water needled into his back.

Pain bloomed between Derek’s legs and he bit back a sharp cry.  He sat back and fell against the tub with his leg spread but his massive breasts blocked his view.  With one hand, he moved his left tit out of the way and stared down his lean stomach.

The cock between his legs was shriveled now and the slight flare around the head of his cock pulled in to leave a smooth, rounded tip.  He reached down with his free hand and felt for his testicles.  He found one but, almost as soon as he touched it, it shrunk further and moved, pulled into his body.  The rough, wrinkly skin surrounding them was deflated and the felt it moving slowly.  

Derek’s small, deft fingers touched the swollen, hot skin beneath his testicles.  The entire area was sensitive and bulging on both sides with a smooth, unbroken line running down the middle.  He rubbed that thin line of skin carefully and shivered.  His ballsack shrunk further, pulling in between the bulging skin.

“Oh,” Derek moaned as a new sensation began to pulse through the cramping.  Something loosened deep in his hips and he felt muscles gliding wetly together.  Derek sat up to see better and the bones above his shrinking cock cracked and moved to form a smooth, hairless mound of skin.  “Oh fuck!”

The unbroken small line of skin parted between the bulging, aching folds beneath his penis to form his new womanhood.  Strands of slick juices clung between his labia.  His finger slid against the lips of his pussy and he felt his short fingernail dip into his tiny, compact wetness.

“Oh god!” Derek moaned against, arching his back and thrusting his heavy chest forward.  The hole for his pussy was small and he could feel the touch of his fingers against the muscle just at the entrance.  

The head of Derek’s tiny cock, smaller than his pinky now, pulled into his body, just above his virgin pussy.  The skin of his shaft slipped up and over the shrinking head to leave him with a small, perfect hooded clit that gleamed pink and smooth in the bright bathroom light.  

Derek leaned his head back, licking his lips.  He braced his feet up on the edge of the bathtub and explored himself carefully.  The cramps were fading, leaving the building heat within his pussy.  He gripped his tit with his left hand, pinching an aching nipple while his right hand slowly rubbed back and forth against his pussy.  He moved, positioning himself so that the stream of water massaged his other breast and nipple and he felt every single drop of water hitting him and sliding down his sensitive body.  

The young man’s hips began slowly rocking and rolling in a small circle and he jerked with a small gasp every time his finger pressed against his clit.  

“Steven,” Derek whispered, picturing his friend from the night before.  He saw himself pulling back his friend’s underwear again and Steven’s cock springing forth.  He moaned as he pictured himself climbing onto the couch, pressing himself down onto his friend’s manhood, sliding back and forth and feeling his friend’s thickness pressing between his lips.  “Yessssss.”

In his daydream, Derek reached back, lifting his large ass to grab his friend’s cock.  He teased his tight pussy with the tip, feeling it glide against his wetness.  Feeling the heat of it.  Back and forth, back and forth.  Steven was awake in his mind, his large, wide hands squeezing and pulling and massaging Derek’s breasts.

Derek’s finger slipped into his pussy and he jerked but he pulled it out.  He wanted Steven to be his first time.  He wanted to stay a virgin for Steven.  Until his friend took it from home.  He moved his finger up to touch against the hood covering his clit, rubbing it in small circles.  The strange energy he’d felt before had changed into a building storm now that he was a woman.  He gasped, arching his back and losing his rhythm for a moment before mewling with a high pitched need.  

“I- oh god it feels so fucking good,” Derek moaned.  His body was incredibly hot and he squirmed in the tub so the water touched him everywhere.  He pictured himself again on his knees, astride Steven, holding his friend’s cock against his pussy.

“I want to feel you inside of me,” Derek whispered with his eyes closed.  In his mind, he pressed down onto Steven’s cock, feeling his pussy gripping his friend’s manhood and finally filling that aching emptiness that had plagued him since the day before.  

The storm burst and Derek screamed out as he came, his hips jerking from the sudden orgasm.  He gripped his side with one hand while covering his pussy with the other.  He could feel the muscles inside tightening as he came and the turned to his side and curled into a ball to protect his suddenly too-sensitive body from the shower.  One leg kicked out spasmodically but he pulled it back and held himself while the shower cleaned away the remnants of his masculinity.


The little bell above the bar’s door dinged and Derek stepped through the entryway.  The bar looked bigger than before until he remembered he was smaller.  He stood in the warmth and light and buzz of conversations and he brushed a strand of his long, loose hair behind his ear nervously.

A few men looked towards Derek and eyed him appreciatively and he blushed and smiled tentatively, showing his dimples.  A couple of them talked to their friends while nodding in his direction and he knew they were talking about him.  Maybe goading their friends into asking him out.

But, he only had eyes for one man and he looked for him at the bar.

“Steven,” Derek said quietly, staring at his friend’s back.  Butterflies scattered in his stomach and he hugged himself tightly in the jacket he bought a few hours ago.  He could feel the sheer panties he wore now and that made him blush to the tips of his ears.  He reached up to pinch and roll his earlobe and wondered for the hundredth time if he should get them pierced now.

The young man fought the urge to tug at his bra and skirt to make sure they were in place.  Instead, he took a few quick breaths and walked through the room to the bar.  He’d spent time watching other women walk and had practiced in front of the mirror at his hotel but had quickly dissolved into a fit of giggles and promised himself he’d practice more later.

As he drew closer, the butterflies became frantic.  He likes confident girls.  He’ll like me.  I know he will.  He will.  He has to.

For a moment, Derek stood behind his friend.  He could smell his aftershave and the general scent of who he was and an empty ache awakened between his legs to push a wave of lazy heat up his stomach to his cheeks.  A quick image flashed through his mind:  holding his friend’s cock in his hands and kissing it.  Derek bit at his lips and the ache beat in time to his heart.  He unzipped his jacket a bit to expose more of his large chest.

“E- excuse me,” Derek said.  Steven turned and his eyes widened.  He looked Derek quickly up and down and then locked his eyes on Derek’s light brown eyes.  Derek could feel his friend straining not to look at Derek’s ample cleavage.

“Uh, hi,” Steven said finally.

Confidence, Derek told himself.  Make the first move because he never will.

“Mind if I buy you a drink?”  Derek asked while taking the seat he’d always shared with his friend in their many nights together at the bar.  The butterflies seemed to strain against his stomach.

Steven motioned at the bartender with a smile.  “Only if I can buy the second round for you.”

Derek smiled brightly, unzipping his jacket completely.  He reached out a delicate hand that Steven gently took with his own.   “Denise.”


“It’s a good name for such a handsome man,” Derek said.  He lay his hand against Steven’s leg for a brief moment before ordering drinks from the bartender.  

“I- Uh- Th- thank you,” Steven said, his eyes dropping down for the briefest of moments.

Derek hid a smile behind his hand.  He knew the look in his friend’s eyes – he was stunned.  Because of me.  He’s mine.  He’s all mine.

Slowly, the butterflies settled and the night wore on with the man and woman sharing drinks and laughter and flirting.  It only took three drinks for Derek to work up the nerve to ask to go home with his friend.  Steven simply stood, paid their tab and helped Derek into his coat.

“I’d be a fool to say no,” Steven said, grinning widely.  “Just promise you won’t say anything about the mess.”

Derek went to his tip-toes and brushed his lips against Steven’s lips.  “I promise.”

Steven wrapped his arms around Derek, kissing him hard and Derek melted in his arms.  He barely remembered the walk to Steven’s car.  As the drove into the night, he lay a hand on Steven’s thigh and smiled a shy, nervous smile when Steven squeezed his hand back.  

Mine, Derek thought with a happy sigh.  All mine.

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