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Rolling his eyes from boredom, Ben’s focus slowly shifts to the classroom window seeing other students playing soccer outside in the afternoon sun. The teacher’s monotone voice reading statistics off the presentation slides almost puts him to sleep as he notices his crush, Jasmine quietly giggling among her friends. “Maybe a more practical experience will help you understand” Mr. Wales says to his students, seeing them losing interest. Receiving a gummy along with the others, Ben shrugs his shoulders and chews on it, distinguishing a strange bitter aftertaste. “I want you to picture yourself as the opposite gender… and embrace it” the teacher continues with a smirk as he closes his eyes.

Without warning, sounds of bone snapping and skin reforming fills the room as a busty blonde stands where Mr. Wales once stood. Ben’s jaw drops in surprise wondering what just happened, but the confused screams and groans from other students makes him look around at all the chaos. “What’s happening to meeee?!” Jasmine squeals as her voice deepens and her face becomes more masculine with shorter hair. Her knees buckle with pleasure as her clitoris swells larger, protruding from her shallow vagina with a layer with foreskin to form a painfully erect cock pushing out from her skirt. Barely recognising his crush, Ben watches the confused student touch his dick and run his hands along his bulging muscles and lack of breasts. “I… I’m a guy?!” the boy gasps, exploring his new body as he refers to himself as James and admires his other male friends still adjusting to their new forms.

W-what the fuck?!” Ben splutters, seeing his other friends as girls timidly playing with their new vagina and breasts moaning softly from all the juices squirting out. The blonde teacher smiles with satisfaction at all her students experiencing alternate versions of themselves before tearing off her clothes and taking photos of her curvy body. To his surprise, a slightly familiar Asian girl walks up to him and seductively winks at him, raising her skirt to reveal her pink pussy. “A-Andrew? Is that you?” Ben asks as she nods her head, noticing his gaze drifting to her breasts and vagina before asking him to call her Annie.

Being a girl feels so much better!” Annie giggles with the same Chinese accent as before but with a cuter and feminine accent. Her petite body feels so different to her previous male physique as she wonders how her mom would react realizing that she finally has a daughter she always wanted. Ben’s stomach gurgles in protest from the strange mixture flowing through his body, feeling slightly lightheaded from the opportunity to experience life as the opposite gender. “These hormones… making me so horny for you” Annie coos, pressing her breasts against Ben’s arm and watching an erection build in his pants. “Just take a breath… and imagine yourself walking into your new body” she adds, seeing classmates starting to masturbate and fuck each other raw on top of desks.

Okay… deep breath” Ben murmurs to himself, standing in front of a mirror to watch the changes as the orgy continues behind him. Relaxing his shoulders, he imagines himself stepping forward as his body momentarily slumps forward and his body explodes with warmth and tingles. The changes start at his feet as he feels his weight shift from his tendons pulling tighter and causing his feet to crunch smaller into dainty toes too small for his shoes. Wincing from the slight pain of his calves cramping up into slender legs, a strange pulsating sensation emanates further up. “It… it’s working!” he gasps, noticing his thighs rapidly widening with fat as they start to press against his pants. Hearing the fabric rip apart, Ben squeals in shock, grabbing his thick thighs as they continue to expand from all the extra space, sensually rubbing against each other and smothering his balls in between. Without warning, his pelvis cracks loudly and gives way, making him stumble backwards as he fights for balance with his new lower body. “nmmphhh… oh my god!” Ben gasps, looking down to see his pants buttons ripped apart as his wide hips push out from underneath and stretch his torn pants even further. To his surprise, the shredded fabric slowly fuse together to form a skirt comfortably wrapped around his ample child-bearing hips and loosely stretching down to his knees to cover his plump thighs.

oh shit…” Ben gasps, seeing a bulge push out from the frills of his skirt as the sounds of his classmates moaning and screaming with pleasure turns him on. Tentatively rolling up his skirt to have a look, he accidently rubs the fabric against the tip of his cock, causing him to instantly shudder and convulse uncontrollably. Before he can stop himself, cum sprays out of his throbbing cock, splattering all over his skirt and onto the classroom floor as he blushes red in embarrassment. With his balls empty within seconds, they rapidly slurp up into his crotch, making his insides churn as they reform into fertile ovaries pumping estrogen and new hormones throughout his body. “It’s… gonneee—nnnmmmmphh” he moans, patting the flat underside of his crotch as he feels his dick becoming flaccid while the tip of his cock starts to stretch apart. Beginning to hyperventilate, his body trembles from the immense pain and pleasure flowing through his body as his cock slowly inverts into his crotch, while the tip of dick puffs up and narrows into a long tight slit down the middle of his crotch. Looking down in shock, he notices pink flaps push out from inside glistening with juices while his abdomen gurgles from his pussy deepening until it connects with his ovaries.

I… I have a pussy now?!” Ben murmurs in disbelief, shuddering with pleasure as he runs his finger along his pussy lips, feeling the warm juices seeping out. Encouraged by the intense orgy behind him, he slowly pushes a finger into his vagina and moans loudly as his knees almost buckle from the sudden pleasurable sensations. Fuelled by curiosity, he pushes deeper and suddenly orgasms as his he rubs against his newly formed clitoris, sending fluids spraying out onto the floor as he tries to catch his breath. “It feels so… good” he pants, feeling his vaginal muscles instinctively wrap around his finger as he explores deeper. Entranced by all the new sensations bursting from his crotch, he continues to mindlessly finger himself until he suddenly pokes himself painfully.

Wha… what was tha… oooh” Ben gasps, pulling his fluid-soaked finger out of his pussy to see it much slimmer than before with long glossy white nails. Glancing at his shrinking hands, he notices the other fingers shifting to match his feminine hands while his wrists narrow. His biceps spasm and tense up one last time before melting away into a thin layer of womanly fat around his dainty limbs. “That’s it?” Ben says with slight disappointment, feeling his broad shoulders crunch closer together to form rounder shoulders with high collarbones. Realizing that the changes are slowing down, he looks at the mirror to see a feminine lower body with a dripping wet pussy while the upper half of his body still remains the same.

Desperate for more, Ben takes a deep breath and relaxes his shoulders again before slumping forward more vigorously and feeling his entire body heat up. “There we g---ahhnnnn” he gasps, momentarily winded as his ribs crunch smaller and his diaphragm contracts to create a smaller frame. His spine pops multiple times as it becomes curvier, forcing him to push out his chest and ass with his new permanent posture. Gurgling loudly, his belly rapidly flattens into a toned core suitable for bikinis and crop tops as his belly button pushes in a little deeper.

Woah… wait--- mmmppphhhh” Ben moans in surprise at the speed of the transformation as his chest tingles all over. Simultaneously, his nipples harden while his areolas double in size and darkens in preparation for the changes. Within seconds, waves of fat rolls under his skin and accumulates under his nipples, pushing them out into budding A-cups as his sensitive nipples chafe against his rough school uniform. “Fuuuuck… they’re getting bigger” Ben groans, looking down to see his breasts starting to expand with fat into C-cups, stretching out his shirt and straining against the buttons. Awkwardly fumbling around the buttons with his long nails, his shirt finally gives way and rips apart as his tits balloon into round D-cups hanging off his tender chest like udders. In shock, he gropes his heavy breasts, feeling his fingers sinking into the soft milky flesh as he stares at his deep cleavage in between. “No… way…” he gasps breathlessly, feeling his tits heave up and down with every breath as they also jiggle in all directions from the slightest movement.

Encouraged by all the fat flowing into his breasts, Ben shudders as his ass starts to tingle with activity. “Nmmmph… come on” he mumbles, reaching under his skirt to touch his trembling ass as fat starts to flood into them, causing them to fill up within seconds. Using up all the space from his wide hips and taking advantage of his thick thighs, Ben’s ass slowly expands into a round bubble butt. “I can… barely walk properly” he whimpers, feeling his hips sway side to side as his ass bounces and forces his skirt up from behind to drape over his plump ass. Stretching the skin on his ass to its limits, Ben can’t help but smile from the thought of a girthy cock pressed against the deep crevasse of his ass cheeks.

The warm tingles around his body starts to subside again as he looks at the mirror one more time to see his head atop a busty college girl’s body. “Come on…” Ben says impatiently as he sighs with frustration, trying to relax his body and focus amidst the new feminine sensations and the orgy behind him. Picturing a sexy girl in his head, he takes a breath and leans forward, arching his round shoulders up as another wave of warmth fills his body. Almost instantly, his short curly brown hair grows longer, flowing down to his shoulders, becoming silky smooth and luscious. His jawline quickly softens while his cheekbones pop higher to form a smaller and more feminine appearance as his nose crunches narrower into a cute button nose.

Watching his face shift and warp within a second, Ben raises his eyebrow in amazement as his vision sharpens from his eyes widening into a doe-like complexion with brown irises and long eyelashes. “Holy shit…” he gasps, covering his mouth in shock after hearing a girly voice with a sultry tone oozing with lust. His neck becomes slimmer while his lip plump up with pink lipstick hiding his pearly white teeth. With sweat running down his body, all his bodily hair disappears, leaving his skin smooth and soft as a creamy olive hue spread all over his skin. “Oh my god…” Ben splutters, finally noticing that his ripped uniform reformed into a blue jacket with a tight bra cupping his heavy D-cups.

Glancing at where his crush used to be, Ben sees a man with bulging muscles and a rock-hard cock curiously stroking it up and down where she used to be. Making eye contact with him, Ben’s heart flutters as he suddenly winks back, encouraging Ben to walk closer with his hips swaying seductively side to side. “J-Jasmine? You loo---” Ben splutters, unable to think properly as his gaze continuously returns to the throbbing cock.

James suits me better” the man chuckles, wrapping his arm around Ben’s petite body as he pushes Ben closer towards his cock. Beginning to panic, Ben tries to break free from James’ grip but it’s no use as the stench of pre-cum wafts into his nose, making him drool. “I need… a bit of help” James grins, pointing at his dick as Ben tries to hide his moist pussy. His female hormones and urges overwhelms his thoughts as he begins to feel increasingly aroused. “Embrace your new gender, Ben… or should I say… Bre” James slurs.

Yes… Bre…” she replies slowly, realizing that her new name suits her better. Standing besides James’ hulking body, she feels so vulnerable and weak but his musky scent turns her on. Feeling dampness between her legs, she swipes her finger along her puffy pussy to see juices dripping down as she tries to control her growing warmth and arousal. “I… I’m so h-horny…” Bre stammers almost in disbelief as she struggles to comprehend all the new feelings and urges flooding into her head from merely glancing at James’ dick. Her nipples are already pressing against her shirt and she bites her lower lip, in hopes stopping herself from uttering anymore suggestive comments. The sounds of girls moaning all around her in the classroom does not help as she gazes hypnotically at the throbbing cock in front of her, trying to remember what it felt like to have one mere minutes ago.

Feeling weak in the knees, Bre crumples to the floor and kneels in front of James with his dick besides her face. The salty smell of pre-cum is stronger than ever as he presses his cock against her face and she gasps in surprise at its warmness and stiffness. “It’s so… big” Bre coos, teasing it by kissing the tip of James’ dick and tasting a hint of his cum; it only makes her hornier as she begins to salivate. “It’s… my first time…” she says shyly, unsure on what to do as James smiles at her and tucks his hand behind her head.

I don’t know how to--- ooomphhh… mmmphhhh” Bre chokes as James thrusts his dick into her open mouth and pushes her head closer towards his crotch. She gags as his girthy cock rushes past her cheeks and hits the back of her throat, making her tear up. Inexperienced, she bobs her head along his shaft, twisting her tongue it and feeling the veins bulge as he drives his dick in and out of her sloping wet mouth. “Ommmph… keep going” she gasps between breaths, surprised that she enjoys his cock fucking her brains out as she hears him grunt.

Fuck… I’m about to cum” James grunts, pulling his dick out of Bre’s mouth with saliva dripping off it. Without hesitation, he grabs her arm and effortlessly pushes her against one of the classroom desks, making her yelp in surprise. “Open up… slut” he snarls, unbuttoning her skirt to reveal her wet pussy and pulling up her shirt for her heavy D-cups to hang down like udders. Completely submissive and too horny to care, Bre lets him undress her as her pussy quivers in the cold classroom breeze.

Wait… it’s so big! I won’t fi--- aahhhhhnnnn” Bre screams in esctacy as James grabs her wide hips like handles and pushes his throbbing cock into her tight pussy. Her puffy slit stretches open and allows his already lubricated dick to slide between her pussy walls. Spreading her legs apart for him to push deeper, her knees buckle from the pleasure as he starts to pound her pussy faster. “Ahhhhnnn… oh god” she pants, gyrating her hips to feel his dick grinding against her clitoris as her breasts bounces rhythmically in time. The orgy around her continues as her moans join the many others as she climaxes a few times, experiencing the explosive sensations of a female orgasm for the first time. Feeling James’ cock tense up inside her, a gush of hot cum fills her pussy within a second and starts to overflow down her thighs. “Ahnn… it’s too early… to be a mother” Bre squeals in realization but it’s too late; maybe a lesson on parenting would be beneficial in the future.

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