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With a sigh you look at your dying phone, only realizing that less than two hours has elapsed on your flight to Shanghai. The jumble of ineligible Chinese characters on the in-flight entertainment system and magazines does little to keep you engaged. Cursing under your breath, you cringe at your forgetfulness to charge your phone before the long flight as your screen switches off, taunting you. “Fuck…’ you mutter to yourself, desperately look for something to do. Hearing an aisle cart rumble behind you, you turn to see a cute Chinese flight attendant with jiggling breasts serving drinks behind you. Subtly watching her sway her hips as she pushes the cart past you, an idea to kill time pops in your mind. Sitting impatiently in your seat, you wait till she finishes serving before awkwardly squeezing past an elderly man to follow her into the cabin galley. You breathe a sigh of relief to see the galley empty as you turn to see the attendant walk up a small flight of stairs leading up into their sleeping quarters. Eager to make your developing plan work, you cautiously follow her into the compartment but find yourself face to face with her as you climb up the stairs.

Hey! You don't belong here sir!” She states accusingly, her arms crossed under her breasts as her eyes narrow at you with suspicion.

Errr…Sorry to bother you…Susan” you hastily mumble, glancing quickly at the name tag pinned on her left breast. “It's just that the back toilet is out of rolls.”

Out of rolls?” She repeats in confusion. “But we don’t use toilet rolls!

You don’t? Well errr…"

Seeing no way to get out of this awkward conversation, you decide to lunge towards her hoping to knock her out before she is able to bring attention to your intrusion. Shooting your right hand out towards her exposed fingers, her eyes widen in surprise at your sudden movement. You manage to grasp her hand before she is able to make a sound, feeling a tingling sensation as you feel your powers take hold. The effects are immediate as she slumps into your arms, drowsiness overtaking her as her eyes glaze over. You manage to guide her drunken body towards the nearest bed before her legs give way from under her, tucking her into bed as she starts to snore softly, watching her chest rise and fall with each breath.

With Susan safely tucked into bed you pull a curtain over the bunk to obscure her from view, you then focus on transforming into her, closing your eyes as you focus on her image in your mind. Your right hand begins to tingle where you had grabbed her hand as you look down to see it trembling. You see your joints pop and shrink as your hand slowly shrinks to match her small soft palm while your fingers become slender with long glossy nails. “Oohh yess…” you mutter under your breath as the changes crawl up your wrist, making it thinner while your biceps vaporize into delicate womanly arms. Without warning, your shoulders crunches inwards, making your collarbone more prominent while you gasp for air from your smaller lungs. The tingling sensations continue to flow into your left arm as the same changes ensue, leaving you with a pair of feminine arms matching Susan’s. 

Your breath quickens as your chest begins to pulsate and heat up with activity. Flinching in surprise from the sudden orgasmic sensation, you look down to see your nipples hard and perk up against your shirt. “Fuccck… she’s so sensitive” you moan, feeling your darkening nipples chafe against the fabric as you tear your shirt apart to avoid screaming in ecstasy. Panting for breath, you feel your puffy nipples push out from your chest as a layer of fat builds up underneath. Trying to keep calm, you watch your budding A-cup breasts swell out into small B-cup breasts, glistening with sweat as fat continues to flow in. Biting your lower lip, you moan to yourself as your tits expands into soft C-cup breasts, bulging past your shredded shirt as you whimper from the increasing sensitivity. Stifling a moan, you grope your breasts, wanting to feel this sensation for longer as an idea creeps into your mind. Closing your eyes, you imagine bigger breasts on Susan small frame as your tits begin to pulsate and balloon out into DD-cups with a deep cleavage. “Nughh…. Too much” you moan, feeling your nipples explode with sensitivity to match the size. With labored breaths, you instinctively press your round breasts against the nearby cold plane panels, shivering from the added stimulation. “Fuckkkk… so good” you pant, feeling your soft tits squeeze together as you continue to rub it against the cold material. 

Feeling nauseous from the burning arousal in your heavy breasts, you stumble onto the ground, feeling your tits bounce and hang low like teardrops. “So big…” you squeal, hearing your voice crack up, sounding alluring with a Chinese accent. With a gasp, you clutch your throat, feeling it slim down as your Adam’s apple disappears under your fingers. Finding a mirror in Susan’s bag, you watch your lips plump up with gloss and lipstick, looking extremely kissable. Feeling your face vibrate, you notice your cheekbones shift up while your jaw softens, making you seem a lot more feminine. Small pops fill your ears as your nose shrinks down into a cute button nose while your eyebrows thin. Beginning to tear up, you see your eyes widen with an oriental slant, while your irises turn dark brown into a typical Chinese complexion. Your vision blacks out for a second as your hair cascades down to your shoulders, turning dark brown and silky smooth before bundling into a professional bun while cute bangs line your forehead. 

I look just like her—arghh” you groan, clutching your stomach as your belly flattens, becoming toned with minimal fat. Without being given a chance to recover, you hear your stomach gurgle as your waist suddenly pulls in, giving you an hourglass figure. Shuddering, you feel your spine tingle and pop as it becomes smaller but curvier, pushing your ass out and making your height shorter to match Susan’s. Your body starts to grow hot as bodily hair vaporize off you, leaving smooth creamy skin in its place as your skin tone lightens into a yellow-ish complexion, matching Susan’s Chinese heritage.  

Holy shit… I sound so sexy” you whisper to yourself, hearing Susan’s seductive Chinese accent leave your plump lips. You feel yourself being turned on by your new accented voice, your hardening dick rubbing against the fabric of your pants. There is a sudden loud crack as your hips unexpectedly thrust outwards, widening the gap between your thighs as your new wider waist strains the seams of your pants. You give a feminine yelp of surprise as you are nearly thrown off balance by the sudden change, falling forwards as you try to right yourself. Your fall is quickly arrested by the cabin walls, your large breasts cushioning the impact as the sudden friction rubbing against your erect nipples causes you to let out an involuntary moan. Reaching a hand down to feel your wider hips you gasp in delight as you feel your thighs fill with fat and muscle, fingers tracing the contours of your thickening curves as your new hourglass figure is filled out, trembling in bliss as the precum leaking from your dick causes a growing wet patch around the crotch of your pants.

Your enjoyment is abruptly interrupted as you suddenly hear some movement from the far end of the corridor. Panicking, you freeze as you see a widening ray of light as the door to the cabin was opened, and a silhouette of a person as someone starts climbing up the stairs. “Shit!” you whisper through clenched teeth, fearful of being discovered in your current state as you begin to hurriedly shuffle along the walkway, your movements severely hampered by your wider hips and thighs bound within the tight restraints of your pants. Worse still your awkward shuffling results in increased friction around your crotch, the sensation of your balls being crushed by the tight confines between your thicker thighs combined with the stimulation from the constant back and forth of your legs almost too much for you to bear as you bite down hard on your trembling lips in order to suppress your shrieks of delight from each unsteady sway of your hips.

Your movements grow more desperate as you start to feel a growing pressure in your ass as well as the sensation of your balls slipping back into you with each new step. You try to restrain your transformation as you finally reach your intended destination, locating Susan’s tag on top of a bunk as you quickly throw yourself into the cubicle, quickly pulling the curtains closed as you do so. The impact of your crotch hitting the mattress is all it takes as your balls are propelled back into your body with a burst of ecstasy coinciding with a similar sensation in your rear as it expands out with a surge of growth, tearing through the remains of your tattered pants.

Ohh…Shitt!!!” you gasp, the combined sensations too much for you to take as you finally orgasm, head buried in the pillow as your moan deeply. You thrust your swelling ass up high as you climax, cum gushing out of you dick as you soil the mattress with your male essence. You reach up with both hands to grasp your ass as it continues to expand, pulling your cheeks apart as they grow wider and fuller with each surge of warm, soft tissue. You let out one final muffled moan as your ass inflates into a sizeable peach shape, the flesh of your butt jiggling as your body continues to tremble from the aftershocks of pleasure.

You don’t have time to recover, panting from the exertion as you continue to grope your large derrière as you feel your crotch start to burn with a white hot pleasure. “Oh…yesss…here comes the finale!” you coo with anticipation as your dick kicks into overdrive, sperm being flushed out of your body as it soaks into the bed, each spurt of cum increasing the sensitivity of your cock as it gradually shrinks in size. Desperate to be rid of the last remnants of your male self you reach down and begin rapidly stroking your dick, the sensations of your soft, feminine hands stroking your sensitive prick is too much for you to bear as you orgasm once again. You spasm with pleasure as your cock unloads over your hand and stream down your thighs, what remains of your male semen being expelled from your body as your cum dilutes into a slick, translucent fluid. You continue to stroke your dick as it rapidly shrinks, compacting into a sensitive nub as a pair of slick, quivering pussy lips split open under your newly formed clitoris, the new emptiness forming within begging to be filled. You quickly fulfill the growing desire, plunging your slender fingers deep into your tight snatch, feeling your vaginal muscles flex and squeeze your slick fingers, coating them with more juices as you explore your new hole. Head thrown back with ecstasy, you gasp breathlessly as new juices begin to flow out of your pulsing pussy as you toy with your sensitive clit, each glide of your thumb resulting in another wave of pleasure.

However your fingers are unable to fully satisfy your new desires as you reluctantly pull your fingers out of your hungry pussy, spreading your fingers apart as you watch the stick web of fluids clinging between each digit. “Fucckkk….I need more…I-I need a man!” you moan in frustration, desperate to sate that burning arousal between your legs. Panting for breath from your recent orgasms, you don’t hear footsteps approaching your bed until it’s too late.

Alright John, just give me a call when you need me” you hear outside your bunk as your curtains are pushed apart, seeing the grinning face of the copilot peeking in through the gap. His eyebrows arch in surprise as his gaze traces down the length of your trembling body, from your heaving Double-D breasts down to your moist pussy lips as you feel yourself grow wetter under his gaze. “You started a little early there, Susan…” he purrs seductively as he crawls into the cubicle. His hand reaches down, his larger fingers pushing into your dripping hole as you gasp, leaning forward and wrapping your slender arms around him. Your warm tits press into his firm chest as you reach your own hand down to his crotch and cradle his growing boner.

I need you in me…” you whisper in his ear, feeling your pussy ache in anticipation as you hastily unzip his pants with your dainty hands. Giving him a sultry wink, you wrap your hands around his throbbing cock and guide it to your tight slit, letting the tip of his cock rub along the rim of your pussy. Desperate to be filled, you feel the pilot thrust his dick deep into your pussy, stretching your lips apart as you shiver with pleasure. “Ahnn… yesss…” you coo, beginning to bounce on his cock, feeling your vaginal muscles squeeze and coat his girthy dick for cum. Giving him a wet kiss, you feel your tongues intertwine as you continue to rub your puffy nipples against his chest while his dick explores the inside of your pussy. “Mmphh… moreeee…” you moan, moving your hips as your plump ass bounces on his crotch until he finally blows his hot load inside you. Giggling with glee and still buzzing with arousal you feel his hands beginning to grope your sensitive breasts as cum drips out of your twitching overflowing pussy. 

The flight barely started” the pilot smiles, pulling you in as you feel his fluid coated cock rub against your sensitive body.

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