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Leaving the train station, you and two other friends walk along a narrow footpath to Sean’s apartment for the afternoon after watching a movie at the cinemas. Friends since high school, you’ve experienced many things with them ranging from first jobs to break-ups fully supporting each other. Unfortunately, the past week has been a little gloomy after Sean’s long-term girlfriend broke up with him just before Valentines Day and the group had been meeting up to keep his mind off her and recover. Glancing at him, he seems to be a lot happier after watching the movie, but you’re rudely interrupted by a man on the sidewalk with a camera crew.

Excuse me guys” the stranger says with a wide smile as he glances at your group. Taken by surprise, you step back cautiously, but he raises his hands in innocently with three roses. An awkward silence follows as the man clears his throat and talks into the microphone in his other hand and occasionally glances at the camera crew. “We’re filming a show… and wondering if you can tell us what Valentines Day means to you” he says cheerily, pointing the microphone at Jeff.

Get balls deep in my girlfriend” Jeff replies with a smirk as the interviewer stares at him in surprise. Merely recounting what he did with his girlfriend the previous year, Jeff crosses his arms smugly as the stranger struggles for words.

Quickly changing the topic, the interviewer points the microphone into your face as you quickly try to think of something to say. “Um… to spend quality time together?” you say hesitantly, as Jeff cringes at your wholesome response. The man nods with approval and finally points the microphone at Sean as he fumbles for words with all the recent trauma rushing through his mind. “Hey… um… I don’t think he wants to resp—” you say but your friend cuts you off.

To have a loyal and obedient girlfriend spending time with me” Sean replies with a hint of anger and envy as he gazes at the camera. A little surprised at his response, the interviewer tries to end the discussion quickly and thanks your group for the answers. Shrugging your shoulders, the group continues to Sean’s apartment a block away, unaware of the camera crew whispering to each other behind your back.

--

After spending a few minutes in Sean’s apartment, Jeff clutches his stomach and rushes into the bathroom. “Shit… I think I ate something bad at the cinema” he says from inside as you relax on the couch with Sean watching the television. After a while, a blood curdling scream makes you flinch in surprise as you turn around to see Jeff standing at the bathroom door with his pants down. You want to look away in disgust, but your eyes focus on his crotch to see pink pussy lips moist with fluids. “W-where’s my dick?!?” Jeff yells in horror and disbelief, touching his crotch and pinching himself thinking that it’s all a dream.

H-Holy shit…” you gasp, watching him brace against the wall as his hips explode outwards into child-bearing proportions while his shoulders crunch narrower. Sounds of bones snapping and shifting fills the apartment as Jeff groans in pain and becomes shorter from his spine shrinking into a more curvaceous posture.  “Why are you…” you stammer as he groans, feeling waves of fat flood into his thighs and ass until they become plump and soft to compliment his already wide hips.

You guys need to help me!” Jeff screams desperately, reaching out for you as his hands crunches smaller with slender fingers and glossy nails while the rest of his arms become narrower from his proud bulging biceps melting into a thin layer of fat. Unfamiliar with his changing body, he stumbles from his swaying hips as he tries to reach you and Sean frozen in shock on the couch. With every step, his feet crunch a few sizes smaller with dainty toes until his petite body stands besides you, still trembling from all the transformations. “I… need a cock back… in me” he slurs, feeling his crotch heat up with arousal.

What?!” Sean replies, staring at his friend in horror.

I said… my cock back… didn’t I?” Jeff groans, feeling his head throb as his memories start to become corrupted. Wheezing for breath, he shivers as his nipples hardens and his areolas double in size, becoming puffy from the cold air-conditioned breeze. “No no nooooo… tiddies?!” Jeff screams in fear, watching his tender chest pulsate with activity as a familiar sensation of fat rushing under his skin flows through his body. Within seconds, his nipples swell out into modest B-cups protruding from his chest as fat continues to accumulate underneath. Jeff whimpers as he touches them hesitantly, feeling them slowly expand into round D-cups hanging from his chest with a deep cleavage down the middle. “Oh my god… they’re… like… so big” Jeff stammers, cupping his tits in his hands and feeling their weight as his fingers sink into the soft flesh.

Watching Jeff fondle his breasts, your mind buzzes with faint emotions of jealousy, but you ignore it and ogle at his new curves. “You’re so wet” you chuckle, seeing juices drip from his pussy and run down his legs as your friend’s face blushes red in embarrassment. All the stimulation in his breasts makes his body shiver with arousal and his pussy moisten more as all his bodily hair disappear, leaving his skin smooth with a healthy tan.

Well duh… it’s because I need a dick… in me” Jeff snaps back angrily, but he covers his mouth in shock after realizing what he just said. As if on cue, his lips plump up into pillow cock sleeves coated in lipstick while his Adam’s apple disappear, leaving his neck slender. “I… I mean… a cock… in meee” Jeff blurts out the dominant thoughts in his mind as clutches his head in fear and confusion. Tears of confusion run down his face as his eyes widen into an alluring foxy complexion keeping his blue irises. “I mean… a big… juicy cock…” he pants, hearing his voice cracking higher into a girly tone oozing with lust as he struggles to make sense of his fragmented memories.


Y-your face!” Sean stammers, watching Jeff’s appearance warp as his jawline softens and cheekbones pop higher into a delicate and feminine shape. His nose crunches narrower and his eyebrows thin with a layer of make-up coating his face, giving him a slutty complexion. To complete the transformation, his short blond hair cascades down to his shoulders, becoming wavy and luscious as he groans in pain with his eyes rolling back. “Fuck… Jeff?! Are you ok?!” Sean shouts, shaking his friend’s petite body, seeing his breasts jiggle in response.

Jeff?... I’m Jessica, silly” the blonde giggles, tucking her long hair behind her ear as she gazes at you and Sean. Clearing her throat and glancing around at Sean’s apartment, her gaze pauses at the roses given by the interviewer an hour ago. “Oooh… from my… Valentines?” she chuckles, walking to it with her hips swaying hypnotically side to side as you and Sean are frozen in shock at her abrupt change in personality. Sniffing the flowers, she moans softly as she lightly strokes her pussy, feeling her juices oozing onto her finger while you and Sean have undeniable boners seeing her naked curvy body a few feet away.

For Valentines… I want a cock deep inside me” Jessica coos, as she slowly approaches you and Sean. Too confused and stunned to fight back, she effortlessly removes everyone’s clothes and teasingly stroke the two throbbing dicks with her hands. Your nose tingles as her pheromones becomes overwhelming, making your cock painfully erect despite your consciousness screaming at you to not fuck your friend. “Give it to me boys…” Jessica slurs, with you and Sean on either side as she crouches and wraps her lips around Sean’s cock while pushing her hips against your dick.

Oooh… fuuuck…” you groan feeling her thick round ass clap against your crotch while she backs more into you, forcing your dick to slide into her moist slit. Waves of arousal begin to emanate from your crotch as Jessica starts to move her body, causing your cock to pump in and out of her pussy while her lips bob along Sean’s shaft. “Nuuugh… oh shit…” you grunt, trying to control your urges, but her warm pussy wall enveloping your cock in all directions sends sparks of pleasure directly into your mind. Panting for breath with orgasmic sensations flowing into both ends of her body, Jessica gyrates her hips faster until your dick constantly rubs against her clitoris, sending juices spraying from her pussy. “Sorry… I’m about to…” you stutter, but it’s too late as you and Sean blow your loads at the same time, filling her pussy and mouth with hot cum as she gags in surprise. Swallowing all of Sean’s cum, she happily licks her lips and dips her finger into her pussy to see strings of fluids dripping from it.

I… I’m sorry, Jeff…” Sean stammers, feeling ashamed of himself as all the arousal slowly fades away and he realizes what he just done. You want to apologize too, but your attention remains on your cock as it continues to pump cum out much longer than before until your balls start to feel numb and a large pool of cum forms underneath.

W-why isn’t it stopping…” you mumble in fear, watching the sticky substance squirting from your dick slowly become more transparent and less viscous. Finally empty and shrivelled, your balls slurp into your crotch, making you jolt in shock as it reforms into a pair of fertile ovaries pumping estrogen throughout your body. “It’s… gone too?!” you yell in disbelief as your once erect cock now retracts and inverts into your crotch, leaving a tight slit in its place lined with moist pink folds oozing with juices. Your crotch buzzes with activity as the tip of your cock shifts into a trembling clitoris while your inverted shaft deepens and connects with your ovaries. “Fuuuuck…” you moan and shudder as you run your finger along your pussy lips.

The fuck?! You freak!” Jessica splutters, staring at your flat crotch as if she didn’t experience the same thing mere minutes ago. Noticing your moist vagina, Sean begins to panic and check his own dick in fear of being next; but to his relief, it remains stiff glistening with cum and Jessica’s saliva. Realizing that you no longer have a dick to satisfy her Valentines urges, the blonde ignores you and starts to flirt with Sean, teasing his throbbing cock for more. “Come on… I need it…” Jessica coos into his ear, pressing her tits against his chest as she straddles him invitingly with his dick slipping into her pussy lips. Another wave of jealousy rushes through your body as you glare at her for taking Sean’s attention away from you.

I… I can’t… refractory period…” Sean stammers as Jessica rolls her eyes in disappointment and hops off the couch with her pussy still leaking with fluids. Brushing her hair out of her eyes, she struts towards the door angrily before stepping out into the hallway eyeing the other apartment rooms. “W-wait… where are you going?” Sean asks, as his closest friend walks away without a second thought.

There are others here better than you two losers to fill my needs” Jessica snarls as she slams the door shut and walks out of view before Sean can stop her. You want to run after her and stop her, but you can’t help but feel happy that she left you and Sean alone in his apartment. An awkward silence fills the room as you fight the urge to explore your new pussy while feeling your friend’s gaze on your crotch.

Well… at least that slut’s gone” you blurt out and immediately cover your mouth ashamedly at what you just called your friend. Sean glances at you judgmentally but his jaw drops in surprise as he stares at your face. Blinking a few times, your eyes widen into a doe-like complexion with slanted sides and hooded eyelids while your irises turn dark brown hinting a shift in ethnicity. Stifling a sneeze, your nose crunches narrower into a cute button nose while your cheekbones pop higher to form a rounder and androgynous appearance. “What? What’s wrong” you ask, hearing your voice cracking higher into a sultry and feminine tone with a developing Japanese accent. Coughing in shock, you try to revert back to your old voice, but your Adams apple disappears, leaving your neck smooth and slender.

You look like…” Sean stutters in disbelief, but you ignore him and rush to the bathroom mirror to see the changes. Staring at your reflection, your blood runs cold, and your girly voice confirms your fears as you watch your face warp into Sean’s ex-girlfriend. Cringing at your new accent, your lips plump up into a permanent pout with red lipstick while your face blushes with a layer of make-up. “S-Serena?” Sean gasps as you touch your face, feeling the new contours and skin as you notice your appearance still shifting. To your surprise, you start to look increasingly sexier with a model-like face with perfect features while your short hair rapidly cascades down to your lower back, turning silky smooth and jet black. “Holy shit… you look better!” Sean gasps, making your heart flutter at the compliment as he realizes that you look like Serena’s potential cousin.

Oh my god… my frracceee” you slur, touching your face and tugging on your long hair as you wonder why you’ve developed such a thick Japanese accent unlike Serena’s usual voice. The changes flow down your body as your broad shoulders loudly crunch closer together into a rounder and smaller frame while your ribs do the same. Wheezing breathlessly and feeling winded, you feel your diaphragm contract while your belly flattens into a toned stomach with a tight waistline. “We need to stop riiiisss” you mumble with vertigo as the room feels bigger from you becoming shorter with a smaller and curvier spine pushing your chest and ass outwards.

Grabbing onto Sean for support, you feel oddly warm and secure besides him as he towers over your petite body. “We need to go to the hospital for help” he says as you hold onto his muscular arm, feeling your hands shrink with slender fingers and glossy long nails. Your grip becomes increasingly weaker as your wrists narrows and your biceps deflate, leaving your arms fragile and dainty.

N-No!” you blurt out with your cheeks glowing red in embarrassment, “I… just want to sprrreend time riifff you” you say shyly. Without warning, you let out a girly yelp as your hips snaps loudly and explodes outwards into child-bearing proportions with fat still swelling out on the sides. Moaning softly, you feel Sean’s hands brush along your body as he feels your curves grow until your pelvis becomes wider than your shoulders. Glancing down, you feel your friend’s still erect dick press against your body, but instead of disgust, you start to be aroused and smile alluringly at him.

Oh shit… sorry” Sean mumbles apologetically as he respectfully steps away from you. Fuelled by all the changes rushing through your lower body, your ass starts to tingle with activity as fat starts to flood inside. You let out a soft moan and squeeze your ass cheeks, feeling them expand exponentially until a round bubble butt protrudes from behind. Vaguely remembering Serena, a faint smile spreads across your face as you realize that everything you have is like an upgrade of her to match Sean’s fantasies. “I don’t know what to do!” Sean says in a panic unable to take his eyes away from your jiggling ass as a similar sensation emanates in your thighs. Within seconds, they also expand with fat and become thicker than your head to support your wide hips and heavy ass. The faintest rub between your sensitive inner thighs causes your body to shiver with pleasure and pussy to dampen.

Heerrrrp meee” you pant, feeling your feet crunching a few sizes smaller into dainty toes with pedicured toes. Arching your feet, you vaguely remember wearing high heels to impress Sean on the first date. Your calves cramp up and becomes slimmer as your hips naturally sway side to side with every step. A shiver runs down your body as all your bodily hair disappear, leaving your skin smooth and unblemished with a creamy oriental hue matching your Asian heritage. Feeling scared and vulnerable from all your feminine hormones coursing through your petite body, you rush to Sean for protection and hug him tightly. “I… need you” you whimper with tears in your eyes, feeling the warmth from his manly body as you remember hugging him countless times.

Looking up and gazing into his eyes, your heart skips a beat, and you blush with happiness as his arm wraps around your body. “Um… what’s wrong, Miyu?” Sean asks, before covering his mouth in shock at what he blurted out. Your hazy mind throbs constantly as your memory becomes corrupted with a feminine lifestyle in Japan and you vaguely remember meeting Sean at a bar on your overseas trip. “Shit… I mean… I mea—” he splutters awkwardly, but you hug him tighter as you remember him calling your name countless times.

Y-you won’t leave me… right?” you sob, feeling insecure from all the conflicting memories and hormones messing with your emotions. Biting your lower lip to suppress your whimpers, you look up at him lovingly and submissively as Sean recoils back in confusion at his developing affection for you.

O-of course! Y-you’re my friend” Sean splutters as you frown in response. His mind goes into overdrive as strong emotions of infatuation clashes with his sense of guilt knowing who you were before.

Friend?!... no… girlfriend!” you blurt out slightly angrily, feeling your loyalty and love to him questioned. Your chest starts to pulsate with activity as you shiver from the sudden pleasure of your nipples rubbing against Sean. Looking down, you gasp to see your nipples much darker and puffier than before while your areolas double in size and sensitivity. Starting to hyperventilate, you feel rolls of fat move under your skin and accumulate under your nipples, slowly pushing them out into budding A-cups. “Uuhh... おっぱい [boobs]” you moan in fluent Japanese, feeling your skin stretch to contain the influx of mammary fat. Within seconds, your tits expand into a pair of modest C-cups pressing against Sean’s chest as the both of you blush with arousal. Gasping for breath, you grope your swelling breasts and feel them balloon into hefty E-cups hanging from your chest. “Mhhm… so heavy…” you coo, squeezing them in your hands and feeling your slender fingers sink into the soft flesh as your deep cleavage jiggles invitingly under your chin.

S-Sean… I loooove you” you slur in desperate need of love and attention as you press his arm into your cleavage and rub it sensually. Feeling increasingly flirty, you teasingly stroke his dick and grind your moist pussy against his leg, heating him grunt with pleasure. Sean’s eyes wander all around your petite body as he fights the urges to reciprocate your love against his consciousness. “Babe… I’m all yours…” you coo, leaning back against the couch and spreading your legs apart to reveal your dripping wet pussy and tight asshole for him to use.

God… you’re so sexy” Sean grunts as you giggle at his compliment, feeling his muscular arms grip your shoulders and pin you against the couch. Your pheromones flooding into his body makes his cock stiff as he breathes heavily into your ear like a wild animal. “You’re mine…” he growls, finally succumbing to his sexual urges as you smile happily, only wanting to have a good time with your boyfriend on Valentines day.

Mhmm… nuhhh” you inhale sharply, feeling his girthy cock spread your tight pussy lips apart as it plunges deeper inside you, tearing your hymen. Your body writhes with pleasure and pain as his cock dick rubs against your clitoris, making you squeal loudly. Tears of joy flows down your face as you lose your virginity to him as a way to prove your unwavering love and dedication to him. “きもちいい [feels so good]” you pant as his cock slide deeper inside you and your moist vaginal walls instinctively wrap around it and massages it in all directions. Your toes curl with ecstasy and you arch your back feeling something big and warm deep inside you for the first time. Your body shudders as he finally rams against your womb and starts to pound your pussy like a machine. Overwhelmed with pleasure and helplessly weak, you only manage to moan loudly as his cock slides in and out of your vagina and you become his plaything.

Hearing a Sean grunt, a torrent of hot cum suddenly sprays into your pussy, filling it to the brim as you shudder with happiness. Drenched with sweat, your boyfriend pulls his dick out of your swollen pussy with a wet slurp, causing a mixture of your juices and his cum to drip out and run down your leg. “Let me clean you up…” you coo like a caring girlfriend only wanting the best for Sean as you lean down and wrap your lips around his cock before he can react. He grunts softly as you gag slightly at the intense salty stench, but you continue slurping on his dick like a slut to express your love and loyalty to him. “Mmhmm… almost done…” you gurgle, twirling your tongue around his shaft as you lick up and swallow everything with a seductive smile.

T-Thanks babe…” Sean stammers, still recovering from his recent orgasm as he scrolls through his phone. Licking your lips and wiping yourself clean, your heart flutters as you notice a rose left for you from your boyfriend, so you give him a quick peck on the cheek. “I booked a Valentines dinner for us” Sean says as he hands you a dress to wear you presume to be from his ex-girlfriend. Obediently following him out, you hold hands with him as he guides you to a nearby restaurant filled with candlelight and a violinist playing music at the entrance.

Finding a seat at a reserved table, you hear an audible gasp and you turn to see a similar looking Asian sitting with her date on the nearby table. “It’s Serena…” Sean hisses under his breath as they make awkward eye contact, but you feel her envious gaze focus on your breasts. Better than her in every aspect, you see her date also stare at you with lust, but your heart remains for Sean. “Can you make her jealous?” Sean asks as you nod obediently and slowly pull down your dress until your nipples momentarily shows. You hear Serena gasp again as you lean forward to give your boyfriend a kiss before starting to stroke his crotch with your bare feet under the table, feeling his boner between your toes. It feels so good to embarrass his ex-girlfriend and show her that he’s having a better time with you instead.

Happy Valentines day… babe” you smile, happy to spend more time with your boyfriend.

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