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Lounging on a cracked and stained leather couch, Ben clicks through a few channels to kill time before dinner with his girlfriend. The quiet hum from his roommate Dylan studying in the room next door for his upcoming assignment does little to block out childish giggles penetrating the paper-thin walls and windows. Never participating in Halloween and Easter events, the two college boys spend their time studying or playing online games while their other friends happily join in the festivities. Rolling his eyes, Ben hears people knocking on the door for the ninth time that night, pushing his patience to its limits. “Fuck off!” he shouts with annoyance, hearing a feminine gasp outside.

Hmm… I guess trick then…” the voice slurs with a slight giggle at the end. Hearing the woman’s mature and inviting voice behind the door piques Ben’s curiosity as he slowly opens it. His jaw drops in shock to see a sexy brunette dressed in a witch’s costume standing at the doorway with round breasts and a supermodel’s face. Lost for words, he dumbly stares at her as she darts forward and clips on a cowbell around his neck.

What th--- aacckkk” Ben chokes as he reaches for the bell, feeling the necklace tighten around his throat. Seeing his confusion, the girl reaches into her bag of sweets and tosses a handful into Ben’s room before kissing him on the cheek.

You’ll appreciate Halloween a lot more” she smirks as she walks away, leaving Ben desperately grasping at the tightening choker around his neck. Falling to his knees and gasping for air, Ben tries to call for Dylan to help but no sounds escape his lips. After what felt like an eternity, the collar slightly loosens and he splutters for breath, noticing drool running down the side of his mouth.

What…” he mutters, feeling his stomach growling from hunger as he looks at the sweets scattered on the floor. Blaming his hunger from the late dinner his girlfriend arranged for them, he unwraps a few and tips them into his mouth, instantly salivating from sweetness on his tongue. “Mmph… it’s so good…” he says to himself, grabbing a few more to indulge in the creamy and strong flavors. Unbeknownst to him, with each candy entering his body, his thighs begin to swell with fat and stretch his skin. Subconsciously readjusting his tightening pants to give his crotch a little more space, Ben shivers as his thick thighs press against the fabric.

Reaching out for another candy in the distance, Ben winces in pain as his pillowy thighs sandwich his balls in-between. Looking down in shock, he sees a clear outline of his cock bulging against his straining pants as his juicy thighs swell larger with fat. “Am I getting fatte--- ahhnnn…” he moans softly as his hips suddenly crack outwards into child-bearing proportions, allowing his thighs to continue filling with soft flesh. Groaning, he hears the threads in his pants snap as his hips also expand wider to accommodate his jiggling lower body. “It’s… from the sweets?!” Ben gasps and tries to spit them out, but they quickly dissolve in his mouth, causing his ass to tingle with activity.

Oh fuuuck…” Ben groans, placing his hands on his ass cheeks and feeling them balloon out against his palms. Hearing his pants rip down the middle, he whimpers as his round ass pushes out from behind, revealing his deep ass crack and jiggling cheeks. Watching his tattered pants reform into a short brown skirt barely covering his dick, he flinches as his calves cramp and slim down. “H-how do I stop this…” he gasps as his feet buckle and crunches down a few sizes into petite feminine toes with glossy nails.

Dylan… help… me…” Ben grunts, but the television drowns out his voice. Hit with another wave of irresistible hunger, he scoffs down a few more sweets into his mouth, hearing his stomach grumble and churn in response. “I… can’t stop… eating…” he cries before sucking on his finger to lick off some still stuck on. Subconsciously wrapping his tongue around his finger, he almost gags as he pushes it further into his mouth, hitting the back of his throat. To his surprise, his finger becomes harder to pull out as his lips plump up into glossy cock sleeves while his neck slims. “Nughhh…” Ben retches, pulling his finger out covered in his sweet and sticky saliva as he hears his voice crack higher into an alluring and feminine tone with a slight valley-girl accent. Covering his mouth in shock, he tries to clear his throat, but a cute yelp escapes his lips as his jaw softens and cheekbone rise to make his face rounder.

I feel weird” Ben mumbles, placing his hand against his small doll-like face as he looks at his reflection on the phone. Blinking the tears out of his eyes, he sees his eyes widening with a seductive foxy slant while his irises turn hazel in color. “I’m… a girl?!” he shrieks watching his eyelashes grow longer and a layer of make-up covers his pristine face. Feeling a sudden jolt of pain and intense ringing in his ears, he touches the top of his head to feel a pair of cow ears protruding out. Confused, he sees his furry ears flick back from the slightest touch as his short hair quickly cascades down to his round ass. “A… a cow?!” he gasps, hearing the cowbell on his neck chime as his hair turns platinum blonde and silky smooth.

Dylan… help…” Ben groans, slightly turned on by his own voice as he stumbles towards the closed door in the distance. Fighting the urge to grab the last few sweets on the floor on the way, new thoughts and memories invade his changing mind. With memories of celebrating Halloween every year cementing into his mind, Ben picks up the lollies and pop them into his mouth before licking his fingers clean again. “Oh no…” he mutters, noticing the fingers sliding out of his plump lips slimming into petite digits with long glossy nails; feeling his hands spasm, they shrink down into small palms while his biceps deflate into slender womanly limbs surrounded by soft fat.

Collapsing outside Dylan’s closed bedroom door, Ben’s broad shoulders suddenly crunches inwards into dainty shoulders with a high collarbone. Beginning to hyperventilate from shock, he sees his nipples darken before puffing up and hardening in the centre of widening areolas. “Oh no noooo….” he mumbles in realization as his chest muscles become more tender and his skin stretch in anticipation. Gasping for breath, he watches his nipples push out from his chest as fat builds up underneath, forming budding A-cup tits. Shuddering from the sensation of fat flowing unto his breasts, he cups his tits in disbelief as they continue to surge into modest C-cups heaving up and down with each breath. “Getting… heavier…” Ben groans, wincing from his small feminine hands rubbing against his sensitive nipples as they swell into D-cups pushing against his palms. To his horror, his breasts balloons out into heavy F-cups, sagging down from its weight and jiggling with every breath. Arching his back to better support his massive breasts, Ben lifts his tits and feels his fingers sink into the soft and warm underboob.

Imposs---- ahhnnnn…” he moans instinctively as his breasts suddenly grows heavier and tingles with activity. Groping his firm breasts, Ben gasps as white droplets slowly seep out of his nipples and drip onto the floor. “M-milk?!” he splutters, noticing the deep cleavage on his chest as it becomes coated in his warm milk spirting out of his swollen nipples. Groaning, he feels his breasts turning numb as it becomes full to the brim with milk, prompting him to look for ways to relieve the pressure. Realizing that squeezing his nipples was inefficient, he lifts his left breasts up to his mouth and begins suckling on it. “Oohhmmmphh… mmmhhh…” he moans, alternating between breasts as the sweet and creamy fluids rolls down his throat. Initially feeling ashamed of himself, memories of guys licking his tits brings a smile to his lips. “Tastes… so good…” he mutters, realizing that it tastes similar to the sweets he had been gorging on. As if on cue, his stomach gurgles once more as his belly flattens into a toned core with a thin layer of womanly fat while his waist sucks in to form an hour-glass figure from his wide hips.

Eyes rolling back, Ben tries to retain his memories as his mind continues to warp with new fetishes and personality. Shaking his head to clear his thoughts, the sound of the cowbell becomes deafening, “Dylan… come hel--- fuck me…” he groans, blushing red with arousal as his dick becomes painfully erect, protruding out from his skirt. Overwhelmed by all the pleasurable sensations on his milky breasts, the slightest touch from his girly hands causes his dick to spray cum all over the floor.

Oohh… mmphhh… I need you… right now…” Ben whimpers, trying to control himself, but his cock continues to expel all the remaining cum from his balls. Shrunken and now empty, his balls quickly slurp into his crotch, making him moan loudly as they reform into fertile ovaries pumping estrogen throughout his body. Despite the absence of his balls, fluids continue to trickle out of his shrinking cock, changing from his hot sticky cum into a more transparent and less viscous liquid. Sliding his cum coated hands along his dick, Ben lets out a squeal as it finally inverts into his crotch, leaving it flat and hairless. Biting his lower lip, Ben spreads his legs apart and curl his toes as he runs his fingers along his newly formed slit, mesmerized by his pink pussy lips and moist flaps.

Raising his head up from his assignment, Dylan winces as an intense sense of nausea hits him. “Must’ve been studying too hard…” he mutters to himself, as he takes his headphones off, not noticing photos of him and a busty blonde girl appear on the wall behind him. Looking at the time, he gasps after realizing he’s an hour late to a party. “Be--- Bea! Are you ready?” he shouts from his room as he quickly puts on a zombie costume, hearing faint moaning sounds outside his door. He and his girlfriend never missed a Halloween event and he doesn’t intend to break the trend this year. “Sorry I’m late… you better not be touching yourself…” Dylan laughs, remembering Bea’s high libido whenever he’s around.

W-wha… no I’m not…” Ben lies, as he pushes a finger into his pussy, making him shiver in ecstasy. Twirling and adding more fingers inside, he spasms on the floor as they rub against his twitching clitoris and vaginal wall. Hearing her name, Ben’s eyes glaze as her personality finally takes over, adding new memories and experiences into her head. Mouth agape from the pleasure, Bea finally climaxes, sending juices and the last remaining memory of her old life onto the floor. Hearing the bedroom door open, Bea gives her boyfriend a seductive wink as she pulls her soaking wet hands out of her pussy. “A quick one before the party?” she coos, eyeing Dylan’s growing boner under his zombie costume.

Without hesitation, he grabs her by the waist and pushes her onto the floor, making her squeal in surprise. Bea’s breasts heave up and down as milk continues to drip out and run down her body. “Milk me first…” she giggles, lifting her right breasts up to his mouth and shivers as he presses his lips against her puffy nipple. Tasting her sweet milk, Ben grins as he pulls off his pants and teases Bea’s pussy with the tip of his cock. Writhing from the pleasure, Bea feels the milk leaving her breasts as Dylan sucks on one and pinches the other, covering them both in her fluids. “P-put it i—nuumphh… ahhnnn…” Bea moans loudly as Dylan rams his dick into her before she could finish her sentence.

Wrapping her thick legs around Dylan, she grinds her hips against his so his dick presses against every part of her tight pussy. Panting for breath, Bea pulls Dylan closer for a kiss as he continues to thrust his girthy cock in and out of her aching pussy. “Keep going…” Bea whispers into his ear as her cowbell continues to rattle with each thrust. Clenching onto his dick with her moist vaginal muscles, she hears him grunt before releasing a torrent of cum into her pussy, filling it to the brim. “Happy Halloween…” Bea giggles, feeling Dylan’s cock slide out of her as cum drips out of her trembling pussy.

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