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You didn’t even last two minutes yesterday” Dylan chuckles as he replays a video on his phone and places it on the kitchen table. Pulling out a box, he places it on the living room floor as his roommate strolls in with his phone in his hand, still scrolling through images.

Fuck off” Ben chuckles, playfully punching Dylan across his shoulder as he pulls out a metallic object out of the box. “Bet you won’t even last a minute” he adds, placing his hand on a small flat surface on the object. A week ago, the two found a mysterious box behind a nearby park bench in the middle of the night, and after a few interesting and steamy experiments, they realized that the strange object allowed them to change their bodies at will.

Closing his eyes and focusing on an image in his mind after scouring the internet for suitable models, the metallic object begins to glow blue and envelop Ben’s body. “Alright here we g---aargh” Ben splutters as his spine suddenly cracks and shrinks, becoming curvier, dropping his height by a few inches. “Fuck… I always forgot that part” he grunts as his shoulders crunch inwards and becomes rounder, making his frame smaller.

Holding his hips, he feels it vibrate and pop outwards into perfect handlebars filling with fat. “I bet… nughh… you can’t keep your dick… out of me” Ben groans as his ass begins to swell with flesh, stretching his skin to its limits. Taunting Dylan, he thrusts his expanding ass out at him, letting him see his juicy bubble butt as he stretches his fattening ass cheeks apart revealing his tempting asshole. Giving his plump ass a slap, Ben coos as he feels his sensitive ass jiggle and ripple.

Mhmmm here we go…” Ben giggles, running his hands over his expanding thighs, feeling his flesh bubble up with fat. Rubbing his thick and sensitive thighs together, Ben notices his dick becoming erect as pre-cum begin to seep out. Wrapping his hands around his widening thighs, Ben grins as his fingers sink into his soft inner thighs, imagining Dylan’s dick nestled in between. Stumbling forward, Ben’s feet crunches down a few sizes as petite toes with lengthening red glossy nails wiggle back.

Ben shivers as he begins to rub his pulsating cock in his hand, finally succumbing to the building arousal in his crotch by blowing his load all over the living room floor. “Ooops…” he mutters as he cups his shrinking balls in his hands before pushing them into his body, feeling them shift into ovaries.  Stroking his already flaccid cock, Ben yelps as a trail of translucent fluids squirt out of his dick, mixing with the cum on the floor. “Ahhnnn… mmmpph…” he moans as his cock inverts and slurps into his crotch while a tight pink slit slowly forms down his flat crotch. Stifling a moan, Ben uses his fingers to pry his tight pussy lips apart to reveal his forming clitoris and deepening vaginal wall surrounded by trembling muscles. “Your dick won’t last a minute in here” he giggles, convulsing as he inserts a few fingers into his pussy, while his vaginal muscles instinctively clenches around them, sending streams of juices spraying down his thighs.

Staring with his mouth agape and his boner building in his pants, Dylan watches Ben furiously finger himself before slipping his fingers into his mouth with a wide grin. “I can barely control my own urges” Ben chuckles as he clutches his stomach and presses down, forcing all the fat away from his belly as it becomes flat while his waist sucks into an hour-glass figure. Ignoring the juices still running down his thighs, Ben watches his hands contort and shrink into feminine palms with slender fingers and glossy nails. “Hope you’re into hand-jobs tonight” Ben giggles as he runs his hands across his body, feeling his wrists and biceps shrink into delicate womanly limbs.

You know I was into Latinos last night… but you have a fetish for Asians” Ben slurs as his voice rises into a seductive feminine tone filled with lust and a strong Japanese accent. “Hmm… maybe call me Sophie for tonight” Sophie coos, as her neck slenderizes and her lips plump up with bright red lipstick, growing wider into a permanent alluring smile. “I can take whatever you put in me” Sophie giggles, licking her lips as her jaw softens and her cheekbones rise to form a rounder and smaller feminine face.  Her nose quickly shrinks to fit her new face as her hair immediately begins to flow down to her chest, turning jet black and silky smooth with ribbons tied to the side. “Like what you see?” Sophie says with a thick Japanese accent, tucking her hair away from her face as Dylan stares at her unblemished face covering with makeup. Rubbing her eyes, they quickly widen into almonds with a distinctive Japanese slant and hooded lid as her irises lighten into a striking brown hue. Feeling a chill down her spine, Sophie looks down to see all her bodily hair evaporating, leaving her skin smooth and spotless with a creamy yellow-ish oriental hue reflective of her new heritage.

I… uh… holy shit…” Dylan splutters speechless as Sophie gives him a seductive wink, eyeing his bulging boner.

I’m not done yet…” Sophie teases as she rips off her shirt to reveal pink and hardening nipples with enlarging areolas. Panting, she feels her chest pulsating as fat begin to accumulate under her nipples, pushing them away from her body to form modest B-cup tits. “I made a few… adjustments” she giggles as she feels her skin stretch once more as fat continues to swell in her tits, ballooning them out into D-cups. Groping her tits with her small feminine hands, she feels them sinking into the soft flesh as her breasts expand out into E-cup, bouncing with every slight movement. “Oh godddd… so sensitive…” she squeals, squeezing her tits together and feeling their weight on her palms as Dylan ogles at her massive round breasts hanging off her small body.

Shit… I made this body so horrrnnnyyyy” Sophie moans as her fingers instinctively plunges back into her soaking wet pussy, sending her body into another uncontrollable orgasm. “Come here big boy…” Sophie coos as she pushes Dylan onto the couch before tearing his pants off to reveal his rock-hard boner and wrapping her soft hands around it.

Wait… I haven’t started the timer yet” Dylan shouts but Sophie ignores him, desperate for his warm cock deep inside her. Straddling him, she guides his cock along her trembling pussy lips, almost teasing it as his pre-cum begins to mix with her dripping juices. Moaning, she impales herself onto his cock, feeling his shaft rubbing against her sensitive clitoris as she begins to bounce on his dick, hungry for his cum.

I… {huff}… don’t… {huff}… need a timer… {huff}…” Sophie pants between each bounce as she begins to press her tits onto Dylan’s face, feeling his tongue borrow into her cleavage. “Because… you won’t last a minute” she moans as she feels a gush of cum full her pussy to the brim, letting excess cum dribble down her legs. “Maybe… you’re last longer from me sucking you off” Sophie giggles, opening her mouth as she crouches in front of Dylan’s cum coated cock.

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