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The blistering summer sun and crashing of waves from the nearby beach does little to mask the moaning and panting from dozens of people scattered on the sidewalk. Unaffected onlookers stare at them in disbelief from a distance, watching their bodies contort and reshape into attractive women hungry to be filled. Minutes ago, a grey mist passed over the rather quiet beachside town, indiscriminately affecting anyone who breathed it in; resulting in babies blooming into busty bimbos while their mother’s scream in panic and elderly couples busy touching their younger and sexier selves.

Hearing the loud commotion of screams and breaks screeching, George rushes over from a few blocks away to see the immediate aftermath. Merely missing the gas by a minute from it dissipating under the scorching sun, George’s secret passion for experiencing the opposite gender reignites as he watches a businessman morph into a busty Russian chick. Desperate to locate the source, he starts to follow the trail of moaning women starting to finger themselves until he finds himself near the pier with a small yacht approaching.

Stepping closer, George makes eye contact with a sexy Asian girl in a lab coat as she narrows her eyes at him with suspicion. “Um… was that from you?” George stutters awkwardly, pointing at the shore with couples fucking each other shamelessly on the sand. Not noticing the woman secretly preparing a syringe behind her back, he takes another step forward trying not to stare at her cleavage.

That’s none of your business” she hisses in response as she steps onto the pier with her hand tucked behind her back. Within a split second, she dashes to George with the syringe an inch away from his neck, ready to inject a dose of her serum into his bloodstream.

W-wait!” George splutters, falling backwards in surprise with his hands raised above his head. “I want to be part of your experiments” he continues, making the scientist hesitate in confusion. Hearing approaching sirens and a gathering crowd, the woman clicks her tongue in frustration and grabs George by his shoulder.

Come with me” she whispers into George’s ear as she leads him towards a fancy hotel well above his usual budget. With a click from her key-card, the door to her room swings open to reveal a well-kept makeshift lab table covered in test tubes and laptops. Hearing a faint moan to his left, George looks down to see a busty brunette with a massive ass and drool running down the corner of her puckered lips. “Ah ignore Sam… she’s a bimbo who only understands simple instructions…” the scientist mumbles as she approaches her laptop to document her latest public test.

Anything for you… mistress” the bimbo coos, as she continues to clean the room. Feeling slightly awkward, George glances at Sam to see her partially dressed in a bellboy’s uniform with her tits bulging out of her jacket and her pants ripped. Piecing the puzzle together, George turns to see the scientist glaring at him with another syringe in her hand.

I… I just want to experience the other gender…” George splutters sheepishly, feeling embarrassed at his request. “I can be your assistant too” he adds, in hopes of striking a deal with the Asian scientist as she pauses to contemplate on his offer. With a smirk, she picks up a different syringe filled with a pink liquid and approaches him.

Fine… you can be test out my new formula”, the scientist sighs, seeing a smile form on George’s face. “I’m Dr. Tanaka by the way… Let’s hope you don’t end up like Sam from my other experiment” she continues, ignoring the bimbo admiring and fingering herself in front of a mirror. Giving the syringe a small flick, she jams the needle into George’s arm making him yelp in surprise. “I suggest you to take off your clothes” Dr. Tanaka smirks, seeing George stumble backwards into a chair.

Why would I wa--- aacckkk” George grunts as his hips suddenly pops outwards against his belt as it cracks into child-bearing proportions. Struggling to unbuckle his belt from his trembling fingers, he winces as fat from his belly flows downwards into his hips, making them bulge further out with soft flesh. “Oh god… it’s so fast…” George pants, hearing the threads on his pants snap as the extra fat starts to spill into his ass. Finally tearing his pants and the rest of his clothes off for good measure, his eyes widens in amazement as wide fuck-handle hips spreads his feet further apart and his ass cheeks continuing to well with fat accumulating inside. Burning with curiosity, he gropes his bubble butt, feeling his fingers sink into the soft flesh as he unconsciously moans softly from the sensation.

My new formula should make your body adapt to your environment” Dr. Tanaka mutters as she continues to take notes of George’s progress. Seeing his look of confusion, she points out the window to the ocean, “you’ll have a beach body… and become Asian” she continues, pointing at herself suggesting that he’ll look like a family member.

Barely listening to the scientist, George’s hands start to caress his thighs, feeling the skin bubble with fat under his fingers. Biting his lower lip, he watches his thighs widen with fat and muscle until his sensitive inner-thighs begin to rub against each other. “This feel so good…” he pants, jiggling his juicy thighs around, enjoying the sensation of his balls smothered between his pillowy flesh. Trying to stand up, his knees buckle and pop as his feet crunches smaller into a pair of petite feminine toes with white nail polish.

Admiring his womanly legs, George’s spine suddenly painfully arches and cracks shorter, sending him sprawling onto the hardwood floor. “Ow… my back…” he groans, rubbing his hands along his now curvy spine dropping his height to match Dr. Tanaka’s. Gagging, he tries to hold down his lunch as his stomach suddenly gurgles before flattening into a toned core devoid of any excess fat. Feeling a searing pain on his belly, he looks down to see metal studs on his bellybutton as memories of getting it pierced years ago fills his mind. “W-wait… these aren’t my memories…” he stutters, clutching his head in confusion as his waist finally sucks in to form an hour-glass figure with his wide hips.

Your mind will continue to change to integrate better with your new body” Dr. Tanaka comments nonchalantly as George tries to fight the new memories. “Oh yeah… I haven’t quite found the solution to fully negate the bimbo tendencies… but it should be less than Sam” the scientist adds as she checks her notes once more.

W-what? Bimbo tend--- oooohhh… fuuuuck… I’m so horny…” George screams with lust as his dick suddenly becomes painfully erect from rubbing against his thighs. Eyes glazing, he starts to twirl his finger around the tip of his cock, seeing pre-cum drip out and roll to the base of his dick. “So delici--- no… no…” he grunts, snapping out of his trance as his body starts to grow hotter and sweat uncontrollably. Keeping his hands away from his throbbing dick, George tries to stay sane, but he sees Sam approaching him on her hands and knees hungrily staring at his cock.

No… stop… nughhhh… oohh…” George moans, trying to push Sam away, but she hungrily pounces on him, wrapping her lips around his cock and feeling the tip of his cock press against her throat. Too weak to escape from Sam, he feels her tongue wrap around the base of his dick as she starts to bob up and down on his cock. “Please don’t… fucccck me… yeeess… yeeeesssss…” George screams loudly before releasing all his cum into Sam’s mouth, and seeing her happily swallow it all. His petite toes curl in ecstasy as Sam runs her tongue along the tip of his cock, slowly pushing it into his crotch. Shivering with pleasure, George feels his empty balls slurp into his body and become a pair of ovaries as his dick continues to shrink in Sam’s mouth. “Deeper…” he pants hypnotically with arousal, as Sam’s tongue finally inverts his cock into his crotch, running her tongue along his newly developed pink slit. With his pink pussy lips quivering in anticipation, George feels Sam’s tongue push deeper into his pussy and begin to rub against his swollen clitoris and moist vaginal wall. “Mmmphh… fuck me…” George moans, spreading his thick legs apart for Sam to explore deeper until juices start to squirt from his tight pussy, coating Sam’s face with a translucent fluid.

Recovering from the orgasm, George’s consciousness snaps back into reality as he stares in shock at his moist vagina and Sam licking the juices off her face. “Shit… my slutty personality felt so good” he mutters, seeing Dr. Tanaka happily taking notes at his ability to control the bimbo tendencies. “But… but… I have memories of getting fucked in bed…” George mumbles with a frown as he clutches his head in confusion.

Feeling his fingers spasm against his head, George looks at his hands to see it shrinking with long slender fingers and glossy nails. “Oh wow…” he says, carefully watching his wrists and biceps deflate and thin into dainty feminine limbs. Feeling his bones crack under his skin, George shudders as his broad shoulders crunch inwards and his collarbone pops upwards with a gruesome snap. “Oh my god… that hurts…” he groans, running his nails along his smaller physique as his smaller lungs struggles to pull in air.

Feeling a warm sensation flow into his chest, George smiles widely as he watches his nipples harden and darken within a few seconds. “I hope they’ll be big…” he moans, pinching his enlarging areolas as Dr. Tanaka wonders whether the comment was from his bimbo personality or his personal desires. Beginning to hyperventilate, George squeals excitedly as his nipples start to protrude from his chest from all the fat flowing underneath. “Oohhh… yesss…” he pants, groping his developing A-cup tits as memories of them getting licked and sucked by strangers fills his mind. Shaking away the urge to give into his developing slutty persona, George massages his growing tits, feeling the soft flesh press against his palms. “They’re… getting… heavier…” George moans, cupping his round tits as they swell out into D-cup breasts hanging on his small chest. Lifting up the melons on his chest, he shivers from the weight on his hand as his fingers sink into the milky flesh. Pressing his breasts together, he admires his deep cleavage running down the middle as nipples begs to be touched.

My boyfri--- friends are gonna love this” George blurts out, covering his mouth in shock at the thought of having a boyfriend. He still loves fucking girls and touching them in bed; but long and girthy cocks deep inside his pussy seems just as pleasurable. Wiping away a drool, George tries to shake away the thoughts, but they remain in his mind, keeping his pussy moist, “am I… bisexual now?” he mutters as new fantasies swirl in his mind.

I guess you are… maybe your new personality is taking over” Dr. Tanaka suggests, hoping that this wasn’t the case. Noticing George ogling Sam’s hanging tits and her dripping pussy, Dr. Tanaka continues to take notes about George’s mental changes.

I’m not gonna be a brainless b-bimbo…” George stammers, hearing his voice crack and rise into a seductive and feminine tone with a slight Japanese accent. Covering his mouth in shock, he feels his lip plump up into succulent cock sleeves covered in lipstick as he pushes away the slutty desires. “My voice…” he gasps, feeling his Adam’s apple vaporize to leave his neck slender and smooth while his jaw softens and rounds into a more androgynous appearance. Wincing in pain, he hears his broad nose shrink into a cute button nose while his cheekbone pops higher to form a smaller and feminine face. “H-how do I look?” George giggles, looking at the distant mirror to see his Caucasian heritage disappear as his eyes widen into almonds and become slanted with eyeliner while his light blue irises turn dark brown. Patting his slim face in shock, George bats his long eyelashes and gives himself a seductive pout, slightly turning himself on. “I look like… a hot Asian chick…” he gasps, watching his short light-brown hair lengthen down to his shoulders before turning blonde and silky smooth. Running his fingers through his long hair, George feels his entire body heat up as his pale skin slowly darken into a healthy tan with a noticeable yellow-ish oriental tint, leaving his once hairy body smooth and unblemished.

You look amazing… um…” Dr. Tanaka grins, pausing to remember his name.

Geor--- hmm… Jenny sounds better” Jenny giggles in response, as her new name easily slips off her tongue. “My body is so sensitive…” she moans, inching her finger closer towards her moist pussy, but hesitates as she dismisses her other personality.

Jenny, welcome to the team!” Dr. Tanaka smiles, helping the new girl up on her feet as she struggles to adapt to her new center of balance. Peering out of the window, Dr. Tanaka sees a man idly sitting on a nearby bench as a new idea forms in her head. “I have an assignment for you” she says, walking towards her laboratory to grab a new syringe. “I need you to seduce the man outside and use it on him” she continues, seeing the confusion on Jenny’s face as she hands her the serum.

W-what? I never fucked a guy before” Jenny splutters in response, but Dr. Tanaka clicks her tongue in frustration.

Use some of your inner slutty personality…” Dr. Tanaka snaps back before pushing Jenny out of her hotel room. Looking out the window, Dr. Tanaka watches Jenny nervously approach the unassuming lonesome man in the courtyard.

Cursing under her breath for not finding clothes beforehand, Jenny feels her heavy tits bounce with every step while her wide hips sway side to side as she approaches the stranger. “Um… excuse me sir…” she mutters awkwardly, noticing the man spin around to face her in surprise as his jaw drops open in shock to see her completely naked.

What the…” he splutters, slowly stepping away from her, but the desire to complete Dr. Tanaka’s task and prove herself competent becomes overwhelming. Breaking through her shyness, Jenny dashes towards him before wrapping her hands around him and pushing him onto the floor. Struggling against her grip, the man feels her soft tits press against his chest as her eyes become more lustful and her breathing quickens.

I… need you to fuck me…” Jenny whispers nervously into his ear as her pussy starts to heat up in anticipation. Planting her plump lips against his mouth, she starts to feel increasingly horny as slutty thoughts and memories start to flood into her mind. Using her memories, she effortlessly tears off the man’s pants to reveal his raging boner stiffly pointing into the sky. “It’s… my first time…” Jenny mumbles as the sensation of straddling men feels surprisingly familiar. Moaning loudly, she lowers herself onto his cock, feeling his girthy dick spreading her pussy lips apart as it enters her. Knees quivering from the foreign sensations, she continues to impale herself onto his cock, allowing her warm vaginal walls to wrap around his shaft. Biting her lower lip, she starts to expertly grind her hips against his, feeling his dick slide in and out of her pussy as her body moves almost in autopilot from memory. “Nmmphh… keep going…” Jenny moans, allowing her tits to hang inches away from the man’s face as she shamelessly bounces on his cock. Unable to control himself, the man finally shudders before blowing his load deep into Jenny’s pussy, making her squeal in happiness.

G-get off me… I have a girlfriend” he grunts, before pushing Jenny off him and sliding his cock out of her aching pussy. Preoccupied with putting his pants back on, he doesn’t notice Jenny sneaking behind him before plunging the syringe into his arm. Yelping from the pain, he stumbles away from her, ignoring the needle still in his arm as he struggles to find his room and escape.

Mission accomplished…” Jenny mumbles to herself, seeing the man’s hair lengthening down to his lower back as he enters the lift. Fighting the burning arousal in her crotch, she tries to regain control of her body and extinguish the slutty thoughts still swirling in her head. “I guess… it won’t hurt to explore my new body…” she mumbles, spreading her puffy pussy lips apart to see her juices and the man’s cum drip down her thighs. Shrugging her shoulders, she inserts a finger then two into her pussy as her eyes roll back in ecstasy; Dr. Tanaka can wait a while.

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