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What the fuck is that?!” a woman shrieks as she bolts up from her beach chair, pointing at a grey mist rolling towards them. Looking up from your phone, you and the others notice the small, odd haze floating barely above the waves getting closer by the second. People begin to dart away while others take photos of the phenomenon, ignoring that the cloud has already passed over the swimmers and reached the shoreline.

Oh shit…” you mutter, starting to run with the crowd but you realize that you greatly misjudged the speed of the mist as it envelops the first few people on the shore, sending them sprawling onto the ground and spasming. A cool breeze rushes against your body as the haze surrounds you, momentarily blocking out the blue sky with a grey tint forcing you to blindly stumble forward. Surprised, you take in a sharp breath of air, filling your lungs with the weirdly sweet gas as your mind goes into overdrive.

Falling onto the sand, you notice the cloud sweep past you in search of more victims as your body heats up with an intense burning arousal. “What the…” you stammer, looking at your bulging boner in your shorts as your dick becomes painfully erect. Tearing your clothes off, you feel strangely comfortable being completely nude in front of others as you begin to stroke your cock unconsciously. “Fucccck… I’m so hornnnyy” you mutter to yourself as your dick pulsates in your hands and pre-cum begins to seep onto your fingers as you look around to see people frantically touching themselves. Without warning, cum erupts from your cock, emptying your balls and spraying everywhere as the sand hungrily soaks the last traces of your seed. Mouth agape, you feel your balls deflate and shrink into your body, shifting into fertile ovaries pumping estrogen throughout your body.

W-what was that…” you gasp in confusion, awkwardly patting your crotch to find your balls missing as your organs gurgle and rearrange themselves to accommodate your new reproductive system. Hearing a shriek besides you, you turn to see a woman on her back panicking as a girthy cock begins to protrude out of her pussy, stretching out her slit as she continues to mindlessly finger herself. “Ma’am are you alr---mmphhhhh… Oohhhh” you moan as a dollop of cum followed by a stream of translucent fluids dribbles out of your shrinking cock. Looking down in fear, you desperately paw at your inverting dick only to yelp out in surprise as a tight pink slit runs down your flat crotch only to spread open into a pair of puffy pussy lips rimmed with juices. “P-pussy?!” you exclaim in confusion as you run your fingers along your slit only to uncontrollably moan loudly from the foreign sensations bombarding your brain as the woman nearby overhears you.

Distracted by your dripping wet pussy, you don’t hear the woman approach you before effortlessly picking you up and ramming her massive cock into your virgin pussy. “Must… fuck…” she mutters in a monotone as she begins thrust her dick further into your tight pussy, spreading your lips apart as her veiny shaft rubs against your newly formed clitoris. Exhaling in sheer surprise and pleasure, you feel your sensitive vaginal muscles clench around her cock, desperate to milk her for cum as you moan into her ear.

Oh god… stop… don’t... do it harder, daddy” you purr into her ear before clutching your mouth in horror at what you just blurted out. Encouraged by your moaning, the woman begins to pump harder before shuddering and blowing her load deep into your pussy, filling it to the brim with hot cum. Noticing her falter, you abruptly push yourself away from her, feeling her girthy cock slurp out of your pussy as she falls to the ground spasming while trails of cum mixed with your juices run down your legs. “S-stay away… y-you sexy man…” you pant, eyes still fixated at her throbbing cock as muscles form around her body, making her bigger.

Somebody… help…” you groan, stumbling away from the transforming woman as you look around to see groups of people fucking each other. Falling onto the sand, you hear your hips pop and dislocate for a second as they expand out into child-bearing proportions. Grabbing them in pain, you feel them widen further with womanly fat as your handlebar hips now sway side to side. “OOohhh shittttt” you grunt on all fours with your ass in the air as an immense pressure begins to build inside. Grabbing your ass, you feel your skin stretch as flesh pours in, pushing them out into a round bubble butt. Memories of getting ploughed from behind begins to seep into your mind as you begin to caress and spread your ass cheeks apart, feeling their softness in your hands.

Trying to get up but falling back onto the ground, you feel your thighs tremble and cramp as muscle and fat begins to rearrange themselves. Rubbing your thighs, you feel your skin bubble with activity as your thighs expand and become softer to the touch from a layer of fat. Shivering, you feel your sensitive and juicy inner thighs beginning to massage against each other, smearing all the fluids everywhere. “How do I stop thisssss” you mutter, running your hands down your jiggling ass and thighs as memories of playing volleyball and going into the gym etches into your brain. Flinching you feel your calves convulse as it becomes slimmer while your feet painfully crunch down a few sizes until feminine toes lined with pedicured nails wiggle back at you.

Finally standing up, you feel nauseous as your spine shrinks and becomes curvier, forcing you to push your ass and chest out with your new shortened height. Seeing a store nearby, you begin to walk towards it in hopes for assistance as your broad manly shoulders loudly crunch inwards into dainty round womanly shoulders while your collarbone pops further out. “Ahhh… fuck…” you squeal, feeling your biceps and wrists tingle as they become thinner and fragile. Looking down, you see your hands contort and shake as the bones and tendons shrink under your skin, forming soft feminine palms with slim fingers and glossy pink nails.

Shit… shitttttt…” you mutter, picking up your pace to the store as your find yourself ogling a man on the sand furiously rubbing his cock with a bra strapped across his chest. Tearing your eyes off his bulging dick, you notice yourself drooling as your stomach gurgles in hunger for a new form of sustenance. Rubbing your stomach in consolation, you feel it grumble as the fat in your belly dissipates, leaving your stomach flat and athletically toned. “Jeez… someone… help” you gasp for air with your small feminine fame as your waist quickly sucks in, leaving you with an hour-glass figure as the man hungrily stares at your wet crotch.

I… can help you with that…” he replies almost hypnotically with a lopsided smile as he stands up with his dick pointing stiffly into the air. You give him a look of disgust but your eyes remain locked onto his cock as you begin to salivate, beginning to imagine impaling yourself onto his dick and begging him for more. Taking another step towards you, the man suddenly falls onto the ground as his murky eyes brighten for a second, “p-please find my husband… and children…” he groans before convulsing around in the sand from his melting mind.

Shaking the sexual thoughts from your mind, you notice yourself starting to sweat as your heartrate quickens and your chest beginning to pulsate. “Ohh no… noooo…” you groan in despair as you watch your nipples harden while your areolas darken and doubles in size and sensitivity, making you shiver with pleasure. Curious, you pinch your nipples only to yelp out in surprise from the foreign sensations as fat begins to build up under your nipples, pushing them out into A-cup breasts. “Boobs…” you moan as you cup your swelling tits, feeling your skin stretch from all the fat accumulating inside as they become C-cup breasts. “Mmmphh… fuuuuck… make them bigger” you blurt out as your small feminine hands grope your milky and round D-cup tits, feeling their weight as your fingers sink into the soft under-boob. Breathing quickly, you unconsciously knead your pillowy breasts together to form a deep cleavage as memories of sliding cocks between your tits invades your mind.

No… no… I’m not a fucking slut…” you pant, clutching your head in agony as you find it harder to remember your friends and family among the swirling thoughts. Memories of high school and hanging out with friends slowly morph into frat parties and getting fucked by multiple guys in one night before waking up to see cum spilling out of your pussy and onto your bedsheets. “T-these memories aren’t mineee” you groan, as you try to stumble away, but a rough masculine hand grabs your dainty wrist and pulls you closer.

But your throat is mine” the man grunts, jumping up from the sand with his cock boldly swinging in front of your face.

What are yo---gggughhhh… mmpphhhh” you gag as he grabs your head with both hands and thrusts his dick into your open mouth, hitting the back of your throat in a split second. Recoiling in surprise, you try to push away but you find your tongue beginning to twirl around his girthy cock, savoring his pre-cum as they drip out. “Take it outtt” you choke, hearing your voice crack and rise into a seductive and feminine tone, oozing with lust and a slight Japanese accent. Hearing your own voice, you clutch your throat in confusion, feeling your Adams apple disappear, leaving it smooth and slender while your lips plump up into perfect cock suckers with pink lipstick as it wraps around the man’s dick.

Oohh… I love Asian bitches” the man grins, looking down at you as the Japanese vocabulary begins to hammer into your mind and the memories of your parents begin to distort into different people. Gagging with each thrust of his cock, you feel your tits hanging down like tear-drops jiggle with each movement as juices begin to flow out of your pussy in anticipation.

Looking up at him in submission, a smile slowly forms on your lips as you feel your jaw soften and cheekbones rise into a round and doll-like face. “Mmmph… I hat---loveee thissss” you coo as your nose shrinks into a cute button nose while your mind dumbs down, feeling increasingly horny as your cheek bulge out from his cock pushing against it. “I… I need you” you purr with a distinct Japanese accent as your mind fills with hundreds of ways to please him and your stomach grumbles in hunger. Blinking back tears, the last remaining fragment of your past life rolls down your unblemished cheek as your eyes widen into almonds with an oriental slant and your irises darken to match your new Japanese heritage. Slurping the man’s cock with your plump lips, feel your hair cascade down to your puffy nipples, turning silky smooth and blonde as memories of rebelling against your conservative Asian parents solidifies in your mind. Your body shivers as all your bodily hair drops off, leaving your skin smooth and soft with a creamy oriental hue.

Do you lik---guughh…mmmhhhhh” you gag as he blows his load deep into your throat mid-sentence. Licking your lips, you savour the taste of his salty cum, moving it around with your tongue before swallowing it with a gulp to satisfy your growling stomach. Giving the man a sultry wink, you tie up your blonde hair before stepping away from him as he recovers from his orgasm.

Spotting an androgynous looking man with shrinking breasts and a lengthening cock on the sand not too far away, a smile spreads across your cum coated lips as you walk towards him. “Fill me up, daddy…” you coo into his ear before lowering your pussy lips onto his developing dick, feeling them spread open as he flails helplessly underneath you. “Don’t hold back…” you moan, starting to bounce on his cock as his eyes begin to glaze and your libido continues to rise.

Minutes ago... a street away...

Just come out and enjoy the sunshine” George shouts from the balcony with an iced coffee in hand, looking down at the surfers and happy families lounging on the beach. Sitting on the couch, Peter grunts in annoyance as he turns on the television in their shared apartment and switches to the sports channel. Still tired from their long car ride to the beach, Peter storms to the balcony door and slams it shut in desperate need for some alone time and rest. Chuckling to himself, George shakes his head and continues to sip on his drink as Peter puts on his headphones and lies back on the couch.

A sharp bang catches George’s attention as he turns to see a large grey mist forming above a small yacht in the distance before floating towards seashore. Squinting his eyes, he sees people panicking as they try to escape the cloud rushing closer. “Holy shit… is that poisonous?” he mutters to himself, seeing a family of four stumble onto the ground and begin convulsing as other nearby unlucky victims do the same. Sounds of screaming and car brakes slamming fills the street as the cloud sweeps across the closest street and turns to head towards George’s apartment. “Oh fuck…” he shouts, dashing for the door but finds it jammed shut as the grey haze rises up to his balcony and envelops him. Holding his breath, George involuntarily coughs, filling his lungs with a sweet-smelling scent as the cloud moves past the apartment and the light blue sky returns above his head.

What the…” he groans, looking down to see his rock-hard dick bulging against his shorts. Gently touching it, his knees immediately buckles and torrents of cum spews out, overfilling his underwear and dripping down his shorts. “The fuck…” he splutters in confusion as he pulls down his shorts to see his balls already missing while his crotch gurgles from newly formed ovaries. “Holy shit… why am I so… horny?” he moans, feeling his dick invert into his crotch with a wet slurp as a pair of pink pussy lips dripping with juices form in its place. In total shock, he hesitantly slips in a finger into his moist pussy as it rubs against his new pulsating clitoris and vaginal muscles, sending explosive pleasures to his brain.

I…I… have a pussy?!” George whimpers, not realizing his hips cracking out into child-bearing proportions. Backing away in confusion, he lets out a yelp as his ass presses against the cold metal railing. Grabbing his ass, he feels it swelling with fat as it makes use of his wide hips to form a heavy jiggling bubble butt. “No… no…” he mutters, feeling his thighs ripple with fat as they become thicker and more sensitive to the touch.

Peter… I need you to… fuck me…” George mumbles, covering his mouth in horror as juices begin to seep out of his aching pussy and down his thighs. Hearing loud pops, he looks down to see his calves slimming down while his feet cracks down into dainty feminine feet with long glossy nails. Touching the railing, a shiver runs down his spine as the thought of running his hands along a girthy cock fills his mind. “Oohh… no… I’m not… I’m such a slut…” he pants, beginning to grind against the railing in a desperate attempt to satisfy his growing sexual urges. Pussy juice stains start to drip down the metal as he pulls the metal railing further into his pussy lips.

Snapping out of his orgasmic lull, George shivers as he hops off the juice coated railing to hammer against the glass door to attract Peter’s attention. “Open the… fucking door” he shouts, seeing Peter asleep with his headphones on as sounds of women moaning and screaming out in ecstasy on the street grow louder. “Peter… please… open… and fuck me…” George whimpers, feeling his hands crack and contort as they shrink down into soft feminine digits with long glossy pink nails. The changes flow up his body as his surfer biceps deflate into dainty womanly limbs while his broad shoulders crunch inwards into a smaller frame with a higher collar bone. Feeling his body tingle, George lets out a yelp as his spine arches and becomes curvier while his legs shorten, dropping his height by a few inches.

Peeetterrr… I’m… soooo hungryyyyy” George groans, feeling his stomach grumble in protest as his belly flattens and becomes toned while his waist sucks in to form an hour-glass figure. Seeing Peter stir in his sleep, George’s heart flutters in excitement as he finds himself drooling and staring at Peter’s crotch. Memories of attending college and making friends with Peter quickly dissolves into late night fuck sessions with her boyfriend. “B-boyfriend?...” George mutters in confusion as his past life slowly fades away, becoming replaced with a horny chick madly in love with her boyfriend.

Hearing loud noises through his headphones, Peter wearily opens his eyes to see George frantically hammering against the glass door and shouting incomprehensible sentences. Grunting in frustration, he gets up and walks to the door only to see George now sensually licking the glass with his lengthening tongue. “What the fuck do you thi--- what the…” Peter splutters in shock as he opens to door to see George lustfully staring at him with a female body dripping with arousal. “George… what happened?” Peter gasps, seeing his friend beginning to finger himself shamelessly as chaos continues to roll along the beach.

George? You mean Jenny… you cutie” Jenny giggles, hearing her voice rise into an alluring and feminine tone with an American-Japanese accent. Ignoring her boyfriend’s look of confusion, she gives him a seductive pout as her lips plump up with lipstick while her neck smoothens. “Stop acting like you don’t recognize me” Jenny grins, feeling her cheekbones rise and jaw soften to form a feminine and round face as her nose shrinks into a button nose. Rubbing her eyes, they widen and become slanted with a distinct Asian complexion as her irises turn dark brown. Feeling a warm breeze brush against her face, she shakes her head until her blond hair turns jet black and wavy, cascading down to her bubble butt.

Holding up her iced coffee, she gives Peter a smirk as a diamond earring punctures her earlobe, creating memories of her boyfriend buying it for her. “I want… something tastier than this…” Jenny slurs, sticking out her long tongue and staring at Peter’s crotch as his boner begins to form. “Or you can feed it through my ass… or any other hole…” she giggles, thrusting out her bubble butt towards Peter as her juices glistens in the sunlight. Without warning, she dashes at Peter and wraps her cock sleeve lips over his as Peter tastes something slightly sweet, causing his mind to melt and rewire.

Blinking back into consciousness, Peter looks at his girlfriend with a wide grin as he tears off her shirt to reveal a flat chest with hard nipples. Memories of blowing his load all over her face and tits begin to bombard his mind as he begins to grope her chest, seeing her areolas darken and double in size. “I know you like them big…” Jenny giggles feeling his hands pinch her puffy nipples as her pussy moisten. Breathing deeply, she feels her chest pulsating as fat begins to accumulate under her nipples and push them away from her body to form budding A-cup tits. “M-mooreee… ahhnn… squeeze themmmm” she moans into Peter’s ears as they begin to swell out under his hands, slowly spilling out of his manly fingers as they become milky D-cup tits. Giving her boyfriend a seductive wink, she lets him grope her soft tits, and lick her nipples as they jiggle from the weight. “I’m all yours…” Jenny coos as bodily hair disappear, leaving her skin smooth and unblemished with a creamy yellow-ish oriental hue.

I’ll give you a little snack before we go down to the beach” Peter grins as Jenny squeals with joy before undoing his belt and seeing his dick shoot out with a boner. Wasting no time, she opens her mouth and wraps her lips around his shaft, feeling his veins pulsate along her cheek. Bobbing her head up and down, she twists her tongue around the tip of his dick, tasting pre-cum as her boyfriend groans with pleasure. Almost gagging after feeling his cock hit the back of her throat, a hot fluid explodes within her mouth, making her smile.

I’m still hungry…” Jenny whines, licking her cum coated lips as she swallows another dollop of the salty fluid. Spreading her legs apart, her plays with her pussy in front of Peter, making his boner painfully rise up again as a drop of cum drips from her lips and slides down her deep cleavage. Without hesitation, Peter grabs her by the waist and throws her onto the bed before plunging his dick deep into her pussy, making her gasp with pleasure. “Ooh… yeeeess… cum in meeeee” Jenny moans, feeling her breasts sway with each thrust as Peter pounds against her pussy with his balls slapping against her bubble butt. Clenching onto his cock with her vaginal muscles, she lets out a scream of ecstasy as his dick rubs against her clitoris. Feeling Peter’s cock tense, another warm sensation explodes in her body as her pussy becomes filled to the brim with his cum and begins to drip out onto the blanket.

This place is amazing… we should stay here longer…” Jenny pants, recovering from multiple orgasms as Peter grunts in agreement and pulls his dick out of her pussy with a wet slurp.

Looks like a success to me” a Dr Tanaka exclaims, looking through her binoculars to see people fucking each other on the beach and in surrounding stores like wild animals. “Maybe we can tweak the formula to make the gas bigger…” she mutters to herself while taking notes as boat silently rocks side to side.

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