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Stan knocked at the door. "What is it?" Ben called out. They'd been roommates for three months now and got along pretty good. Stan was a little shy, but he'd opened up to Ben after Ben had asked him for help studying for his calculus midterm. Stan was a whiz at calculus. And every other course. He was a sophomore but he was taking level 500 technical classes like they were nothing. The door creaked open and Stan stepped inside. "Dude," Stan said and looked around. Ben's room was a mess, but what college student's wasn't? The sheets were in a jumble on his bed and dirty clothes lay scattered over the floor. Empty cans (some beer, some soda) were scattered across the desk Ben was sitting at. The ceiling light cast the room in a warm orange glow, but Ben's face was illuminated by his 23" monitor. They were renting a little two story house a few blocks from campus. The bottom floor had the common spaces and the upstairs had the bedrooms. They hadn't known each other before hand, but one thing they both had agreed on since they'd moved in together was that the dorms were terrible. This place was nicer and cheaper. Stan had found the place and put out an ad for a roommate. Ben seemed like a good guy at the time, and it had turned out pretty well for both of them so far. So far. "What?" Ben asked and turned to look at Stan. He was just standing there in the doorway looking around like he'd never been in the room before. In fact he came in fairly regularly now. Ben didn't mind, Stan was fun to talk to now that he knew Ben better. "I made something," Stan said and smiled. He reached into his pocket and pulled out something shiny. Looking closer at it, Ben thought it looked like a little toy ray gun from a 1950's science fiction movie. It looked like it was made of polished brass and was all fins and knobs. Ben thought it should have a name like `The Blast Master 4000!'. "A toy ray gun? Ok..." It was cool and all, but it seemed weird to share it. Stan had never made any models before, and even if he had it wasn't really Ben's thing. "It's not a toy. And it's not a ray gun. Well it sort of is. It's a transformation gun. It transforms stuff. I call it `the Transformo 2000!'" Stan said excitedly, holding the gun up in two hands. Ben sniggered a little at the name, "But it's 2012 isn't the 2000 series name a little out of date?" Ben knew when his leg was being pulled. It wasn't like Stan, but Ben knew Stan wasn't that crazy. A little odd maybe, but no `toys in the attic' style crazy. "What?" Stan asked and blinked, "Oh it has nothing to do with the year, the 2000 comes from the... Well it's complicated. Point is, transformation gun, `Transformo 2000!'" "Oh-kay," Ben said slowly and looked closely at Stan. He'd never seen this side of Stan before. His bluff was fantastic. Ben almost believed him. "So what's it transform?" "Well right now I've only programmed in two settings. Later I will add more. Right now it just changes someone's gender," Stan said matter-of- factly. Ben looked at him in silence for a moment. Stan kept a straight face. Ben burst out laughing. "Stan that's great!" Ben said between bouts of laughter. "I didn't know you had it in you to make up a story like that! And you are pretty convincing too!" "What? I'm not making anything up. It's real. It works," Stan said and blushed, embarrassed at not being taken seriously. "Wow you can even sound hurt convincingly! I never knew you were such a good actor!" Ben said and wiped away a tear. He looked at Stan and was actually convinced Stan was sad. Maybe he didn't take Ben seeing through his bluff well. "Lighten up Stan, that was great. You're little prop was good too, it really looks like some retro 50's ray gun," Ben said seriously. "It's real! Here!" Stan said and tossed it at Ben in a gentle arc. Ben caught it and looked it over. It was heavy. Maybe it was really made out of metal and not just painted plastic. "What am I supposed to do with it?" Ben said as he turned the gun over in his hands. The workmanship was really impressive. It could have been a prop in a movie. Or part of a bitchin' Halloween costume. "Point it at me and set the dial to the symbol for Venus, then pull the trigger." "Uhh, Venus?" Ben asked, looking down at the gun. On the butt of the gun was a little dial. At the top of the dial were two symbols. One was a circle with an arrow coming out of it going north east. The other was a circle with a cross coming out of it pointing south. "The one with the cross," Stan said and spread his arms like he was about to be crucified. "Why didn't you use it on me?" Ben asked, expecting a trick. Maybe Stan had some contraption in his shirt that would inflate balloons when Ben pulled the trigger, making it look like he grew breasts. He was taking this pretty far, Ben wondered what the pay off was. He'd had enough interactions with Stan to know he wasn't gay. They'd talked about women and had even sat on campus and rated the girls as they walked past. Stan like his women a little more petite than Ben did, but otherwise he seemed to have pretty good taste as far as Ben was concerned. He wasn't big into girls with too much makeup or too little clothes. In a word his tastes were modest. He did seem to have a fondness for red heads. "Well you don't believe me, so even if you volunteered it wouldn't exactly be consensual now would it?" Stan said and stuck out his tongue. Ben smirked and pointed the gun at him. There was a click when he pulled the trigger and a little hum. Parts of the gun lit up bright blue and a purple beam shot out of it and enveloped Stan. "Impressive," Ben said and looked at the gun in his hands again. He couldn't figure out how it had lit up. It didn't appear to have any lights on it. "How'd you-" Ben stopped mid sentence as he looked up and say Stan smiling back at him. Ben's jaw dropped. Stan had been standing next to the door when Ben had fired the gun. On the door was a poster of Jimmy Page playing the guitar. Previously Stan's head had come up to be eye level with the likeness of Jimmy Page. Now his head barely made it to the guitar he was holding. His clothes were a lot looser. The t-shirt he'd been wearing hung off his slender frame like a dress. There was a slight bulge around his chest. It used to be tight across his entire torso. One hand was holding up his pants. No doubt if it wasn't there they would have fallen to the ground. Ben stared at the arm holding up the pants. Stan hadn't been super hairy, but he was far from hairless. The arm there now didn't seem to have any hair on it at all. Stan's large hand and long knobbled fingers had been replaced by a small delicate looking hand, with thin smooth fingers. Ben's gaze caught Stan's eyes. They seemed to be the same, still blue, though his eyebrows and eye lashes were different. All of his face was different. It was smaller. Everything about him was smaller. His face was smooth. Had he been clean shaven when he came in? His lips seemed to be a brighter color than they were before. His face was definitely feminine. His hair was the same. Almost anyways. It was still brown, but the texture of it might have been a little different, Ben couldn't tell. Maybe it just looked different on him now. "Wha...?" Ben managed to say. "I-" Stan stopped and reflexively tried to clear his throat. His voice was a higher pitch now. Like the rest of him, it too was now feminine. Stan arched an eyebrow at the sound of his voice and smiled. "I told you it would work." "You're a..." Ben said and pointed his finger at Stan. "A woman, yes. See," Ben said and reached his free hand behind his back. He pulled his shirt tight revealing breasts on his chest. Like most of the rest of Stan, they were modest. A B or maybe small C cup at most. "H-" Ben struggled, "Why?" For some reason this had seemed like the more important question. "Well it was the easiest transformation to do. Just flip one chromosome from Y to X or visa versa. I thought it was a good place to start. Plus, boobs," Stan said in softly in his new voice and nodded his head at his chest. "B-? W-? H-?" Ben didn't know what to say. He leaned back in his chair and let out a long exasperated sigh. What else could he do? His roommate had either just done the most convincing magic act ever, or everything Ben knew was wrong. People didn't just change genders with ray guns after all. "I told you, it's complicated. I'm pretty sure I couldn't explain it to my professors in a way they would understand. Sorry if you don't mind me not trying to explain it to you." "It's incredible," Ben said and looked at the gun in his hands. Incredible. It would change the world. It would change everything. "I'm worried though," Stan said and walked over to the Ben's bed and sat down. As he walked he held his pants in place, but his shirt swayed freely. At the end of each step Ben could see the outline of Stan's breasts under it. "It might be too much of a game changer. Can you keep it a secret for me?" A thousand ideas danced through Ben's head as he gazed down at the little toy looking gun in his hands. Dollar signs came first, he could run off with the gun, sell it, and be rich forever. Then came some negatives. It was a game changer. Other people would want it for themselves, people who would probably be willing to kill for it, people would kill each other for it. How did you introduce something that was high science fiction yesterday and is now real today? Stan had trusted Ben and now Ben was thinking of betraying him. Suddenly he felt terrible. "Ugh," Ben said and tossed the gun onto the bed next to Stan. "That thing is too heavy." "So you won't tell?" Stan asked and picked up the gun. "Who the hell would believe me anyways?" Ben said and looked Stan in the eyes. Stan looked at the gun then met Ben's gaze. A thought suddenly occurred to Ben. Stan was cute. Ben's face turned bright scarlet and he looked down at his feet. "So, uh you want me to change you back now?" Ben said hurriedly and hoped he wasn't blushing as badly as he thought he was. Fortunately for him, Stan was bad at reading people. He thought Ben was exasperated by the whole experience, and that was why his face was red. "You can't. Not yet anyways. It takes about twelve hours to recharge. It's another thing I am working on improving." "Can't you just replace the batteries?" Ben asked automatically, the red fading from his cheeks. "It doesn't really have batteries. Like I said, it's complicated. It's more like a combination between a capacitor and a nuclear explosion." Ben pondered for a second and realized he had no idea whether that made sense or not. He suspected not. "So you're gonna be like that-" "For the rest of the night and some of tomorrow too," Stan said anxiously. He was excited. He had his own pair of boobs to play with after all. "You gonna..." Ben drifted off mid sentence and realized he didn't know what he had planned to say at the end there. It just seemed like there were questions he should ask. Stan blushed and looked down at his feet. Her feet. Stan didn't know what pronoun was appropriate. Either way, his/her eyes seemed to get stuck on the breasts protruding from her/his body. "Yes," Stan said and smiled. Stood up and practically skipped out of the room he/she was so excited. Ben sat there in silence after Stan left. The only sound in the room was his computer fan. Ben looked down and realized he had an raging boner. -- As Stan walked into his room his heart was racing. Scratch that. Her heart was racing. She should just go with it, she thought to herself, embrace her new femininity. She'd go by Stacy if anyone asked. Yeah that sounded right. Stacy shut the door and let go of her pants. As expected the baggy guy jeans fell straight to the floor, as did the boxer's she wore underneath. She stood there for awhile, reveling in the fact that her pussy was now exposed. She could swear she could feel a breeze down there. The baggy t-shirt was going to be the next thing to go, but not yet. Stacy stalked rapidly across her bedroom, her footfalls barely making a sound, and opened the closet door. Inside was a full length mirror. She gasped at the girl in the mirror. Stan had been close to six feet tall (he liked to think so anyways, he was actually 5'9"). Stacy was 5'4", though she didn't know this. All she knew was that she was that the girl in the mirror was much shorter than Stan. That was the most obvious thing she noticed. Next she met the gaze of the girl in the mirror and studied her face. She was cute. Small nose, bright pink lips, small eyebrows that almost looked trimmed, large blue eyes, high cheekbones and a slender neckline. Her hair looked about the same as it had when she was Stan, only maybe styled a little differently. It was still short, but Stan's bed head had morphed into sort of a spunky little hairdo you'd expect on some kind of rock star. Her gaze wandered downwards. There was the white t-shirt Stan had been wearing. Stacy wiggled her shoulders and felt her breasts sway. The shirt rubbed against her nipples softly. It felt nice. The shirt hung off her like a dress, but as she moved it hinted at the delicate form beneath. Stacy reached up and cupped her breasts and gasped. They felt so full and soft in her danty little hands. She had to get the shirt off and look at them! In her haste Stacy tore the shirt. She was unused to the way her body moved and as she wriggled to get out of it she'd tugged a little too hard. Oh well, it was just a cheap t shirt. Stacy gasped again at the now naked girl in the mirror. She was beautiful. Luscious, firm breasts rested atop a narrow waist and wide hips. Her stomach was flat and her whole body seemed blemish free. Was that a side effect of the Transformo 2000? Stacy didn't know, but then it was probable it would make subtler changes too. She considered it a pleasant side effect. Below her waist was that which gave her the most trepidation. Short curly brown hairs crowned her feminine glory. Her pussy. Stacy stared at it for awhile. She was too nervous to touch it. It tingled a little. The sensation was new, but somehow familiar. Stacy wiggled her legs together, ecstatic and terrified of her horniness. Despite what Ben thought, Stan was not a loner nerd who'd never had a girl friend. In fact he had had several, and those `lady parts' were nothing new to him. But they were new to Stacy. New because they were hers. Her legs were smooth, decorated with only the smallest little hairs. She doubted she'd need to shave them if this was the norm. They seemed long, and like the rest of Stacy, slender. Stan turned about and followed her legs up to where they met her ass. It was a nice ass, a little small, but tight and firm. Her gaze raced back up the girl in the mirror, giving her one last once over. "Wow," Stacy said to herself in her girly voice. Stan would have rated her a 7. No, Stacy realized and struck a pose at the mirror, she was at least an 8. Stacy leaned forward and blew a kiss at the mirror. Her breasts hung off her body and she smiled as she looked at them in the mirror. At least an 8. Stacy posed in the mirror for another few minutes, admiring the way her body looked and felt. Some of her poses were innocent, like blowing a kiss at the mirror or spinning around and bending over to stick out her ass. Others were naughtier, like squeezing her breasts or pretending to be a false innocent and covering her pussy while making a surprised face. She bent over again and without thinking about it slapped her ass. She moaned then blinked and made a face. She was surprised she'd moaned. She suddenly realized her pussy was literally aching for attention. She could feel juices flowing in a place she hadn't had an hour before. She needed to get off. She was going to explode otherwise. Still she had her trepidations. Would it hurt? She needed it either way. She reached her hand to her crotch and gently touched it with her fingers. She shivered when she made contact, a flood of new sensations startling her. She slowly started moving her fingers back and forth across the entrance to her slit. She was wet as hell, her juices dripping onto her fingers. She made contact with her clitoris and gasped. Her hand stopped moving and she made eye contact with the girl in the mirror. She blushed and closed the closet door. Laying down on the bed she stared up at the ceiling as she slowly probed her new female opening with one hand. The other hand went up to her breasts and started caressing them gently; cupping, squeezing, pinching and rubbing them slowly and with great purpose. She became aware of a woman making quiet high pitched gasping sounds. It took her a moment to realize the sounds were coming from her. She was distracted by everything she was feeling. It was incredible. It was masturbation, but at the same time getting to play with a toy woman. Her skin felt amazing, her breasts felt amazing, her pussy felt amazing. She thrust a finger inside and let out a short squeak. She could hear herself panting as she held her finger inside herself. She wiggled it around cursorily. There was no part of being a man that felt like that. She started to move her hand, thrusting the finger in and out. It felt good. Really good. She pushed another finger inside, then a third. Her hand started to move more rapidly. She could hear a woman gasping for breath, letting out little ah's with each gasp. She couldn't help herself, something was building inside her. Her hips started to buck and she bit her lip. "NNNnnnGHHH!! AHhhhn!" Stacy groaned quietly as she came for the first time as a woman. Her hand slowed and eventually stopped. She patted her pussy like a pet who had done a good job and let out a long sigh. "Amazing," She said and stared up at the ceiling. Her breathing was slow and regular, her body tingled with an otherworldly satisfaction and delight. After what seemed like an hour, but was in fact 15 minutes Stacy stood up and opened the closet again. She smiled at the woman in the mirror. She had a look on her face that just screamed `I just had an amazing orgasm!' She licked her lips and stepped inside to look for something to wear. -- Ben's blue balls had not abated. He was torn. On the one hand he was horny as hell, and masturbation would help. On the other hand his psyche was having a hard time coming to grips with everything that had just happened. His roommate had just turned himself into a girl. A cute one at that. He didn't know how long he sat there staring at the door Stan had left through going over it in his mind. A few minutes? Half an hour? The room was still and silent. He spun around back to his computer and looked at it. His `colorful' background didn't help. It had three naked women on it each lounging on different parts of a couch. They were all giving provocative looks at Ben. His cock actually hurt it was so hard. He lowered his hand down and undid his fly. He'd only pumped his cock twice before he groaned and shot his load. He usually had more staying power than that and it came as a complete surprise to him. Needless to say he made a rather large mess. Despite how little activity he had gone through he was panting for breath. His slimy cock became limp in his cum covered hand and he released it. He grabbed a tissue and cleaned himself up as best he could. He changed into a less dirty pair of pants he found on the floor. He felt a lot better after that, but still his mind was having trouble coming to terms with what he had just seen. Stan became a woman. He could become a woman. Ben had never really thought about it much before, but he realized a part of him did want to try being a woman. He could learn things, find out why girls liked what they did, made the choices they did. Plus as Stan had pointed out, boobs. He'd have to try it one of these days. He decided he needed the mindless bliss of watching television to keep him mind from wandering too far down certain paths. Instinctually he recognized that he wanted to fuck Stan now. Subconsciously he knew he wanted to keep his conscious mind from getting there. Ben wandered out of his room to the living room downstairs. There was some show on about medieval warfare. It was just boring enough while still being interesting that it would work perfectly. Plus it didn't have any attractive women in it. It was working well until Stan came downstairs. "Hey," she said in a small female voice. "Hey Stan," Ben replied without turning to look at her. "Stacy," Stacy replied. "Stacy?" Ben said and turned his attention to her. He didn't know what to say when he saw her. She wasn't dressed like a goddess or a sex fiend or anything. Nor a cheerleader, or a nurse, or any other kind of sexual caricature. She was wearing a white t-shirt and some sweat pants. It was the shirt that pushed Ben over the edge. It was small, tight across her chest. Her breasts and nipples were clearly visible under it. Aside from not being skin tone, she might as well not have been wearing any shirt at all. "Yeah, Stacy," Stacy said and walked over to the couch. The baggy sweat pants barely stayed up on their own, but they had been all she could find that would fit. The shirt she had chosen intentionally. She liked the way it made her look. She looked like a woman with that shirt, albeit not a very fashionable one. "TV good?" Stacy asked and sat on the far end of the couch away from Ben. "Uhh-" Ben said realizing he couldn't remember what he was watching, "Ok I guess." They both sat there and watched in silence until the next commercial break. Ben had to break the silence. Stacy broke it first though. "Ben can you go pick up some groceries for me? I'd go myself but I don't exactly have the proper clothes," Stacy said. "What?" Ben replied, his list of questions seemed to scatter to the far corners of his mind at her humdrum request, "We have food." "We have frozen food. I want something fresh. I want a salad," Stacy said, not really wanting a salad. She really wanted a steak. Something meaty. "A salad?" Ben asked, his questions all but forgotten, "You're even going to eat like a little girl now?" "You like salad too, ass," Stacy said, finding herself somewhat peeved by being called a little girl. That was true. But better than that it gave Ben a reason to get out of the house. "Make me a list and give me some money," Ben said. "All ready taken care of," Stacy said and reached her right hand into the neck of her shirt. She pulled out a folded piece of paper wrapped in a twenty dollar bill. Ben's jaw was hanging open and he didn't know what to do. Stacy smiled at him and put the paper in his hand. "Off you go, hurry back!" Stacy said and pointed towards the door. Ben swallowed hard and without saying a word went outside. Once there he looked down at the note in his hand. Without thinking about it he brought that hand up to his nose and sniffed. The sent was barely there, but so intoxicating Ben thought he might vomit. A woman's scent. The scent of Stacy's breasts. Inside Stacy was laughing. It was kind of fun being a tease. Maybe she'd make it up to Ben. Maybe she'd let him watch when she was enjoying the true purpose of his little grocery store trip. The list contained all the things you'd need to a fairly ordinary garden salad. The only thing special on the list was what might be called an error of excess. The list called for two cucumbers. The salad only needed one. -- Ben got back from the store with the salad items and a handle of Jack Daniels. The Jack Daniels was his. In the walk back from the grocery store he'd all ready consumed a quarter of it. The sun had set as he walked back an the orange glow of twilight hung over everything outside. He grunted at the world outside and stepped back inside. "Hey there," Stacy said from the couch. She was watching the food network. It was her equivalent of what the history channel was for Ben. Ben grunted back and walked into the kitchen, setting the bag of groceries on the table. He took another long drought from the whiskey bottle. He reached into his pocket and pulled out what was left of the twenty dollars and put it next to the groceries. He didn't want to think about it. He didn't want to look at Stacy. He walked upstairs without saying a word and closed his door. Stacy watched him as he went. He never made eye contact with her and suddenly she felt bad. He was not having as much fun with this as she had thought he would. Still now she was alone down here. She wouldn't even have to pretend to make the salad. Stacy's jaw dropped when she looked inside the bag. Poking up through all the other veggies was a giant cucumber. Were they always that big? She started to have second thoughts about her plan. She pulled it out and looked at the green phallus in her hands. She'd seen a girl do this in a video once, how hard could it be? Had the cucumber the girl had had been any larger? The one Stacy held was eight inches long and two inches wide. It's skin was covered with little bumps, and Stacy shivered and she ran her fingers across them. She had to know what it felt like. Her fingers just weren't big enough. She lay down on the couch and wished she had something to drink. A drink would make this easier. There were some beers in the fridge, but they just weren't strong enough. Slowly Stacy slid the sweat pants down her waist. She heard a movement upstairs and froze. Was Ben coming back downstairs? Was he going to catch her fucking a cucumber? Her heart raced at the thought and somehow only made her want to do it more. But no one came downstairs. After a minute Stacy finished removing the sweat pants. She looked at her legs again and ran her free hand gently down her thigh. She sighed and lifted her leg up so it was resting on the back of the couch. She she felt so exposed with her legs open like that. She took the cucumber and brought it slowly to her feminine opening. The tip of it made contact with the lips of her vagina and she was shocked by how cold the vegetable felt. Or maybe her pussy was just that hot. She was even more horny than she'd been when she'd masturbated earlier. Slowly she pushed it in. It was much bigger than her fingers had been. Harder too. She groaned as she slowly worked it inside, feeling inch after luscious inch fill her. The little ribs and bumps could be felt all the way inside, rubbing her like a thousand tiny fingers. She pushed and pushed until more than half of it was inside her. She stared down at the dark green protrusion sticking out of her body. Seeing it only made her hornier. She pulled it back out slowly and gasped. It was so much better than her fingers. She wrapped her hand around the base and started moving it back and forth. "Nnh! Fuck!" Stacy moaned quietly as she fucked herself with the cuke. She felt so exposed and it thrilled her. She was masturbating in the living room, her roommate sitting upstairs. What if he came down and saw her? What would he do? What if he- There was a click upstairs like a door openning. Stacy froze and grabbed a blanket near her head. She threw it over her waist and legs, not bothering to put her pants back on or even to pull the cucumber out. Her breathing was shallow and rapid, her heart was pounding. There were foot steps, then the sound of a door closing. Stacy lay perfectly still, waiting to see if Ben was coming downstairs. Part of her wanted him to. Stacy heard the toilet flush and a door swing open. There were more foot steps and then another door clicking shut. She was in the clear. She threw the blanket on the floor and got back to work. It took her a minute to get her rhythm back, but when she did it wasn't long before she was cumming like a pro. She didn't cry out when she came his time, but she did gasp and struggle to breathe. Tiny dots of light flickered across her vision and she thought she'd gone to heaven. Taking deep slow breaths she slowly pulled the cuke out of herself. It slid out the last of the way on its own and she let out a little whimper when it left. That had been incredible. One of the most incredible things she'd ever experienced. Yet still she wanted more. She wanted something warm in her. Something alive. Something she couldn't control, something she couldn't hold. She wanted to fuck Ben. She wanted to fuck a cock. "Fuck..." Stacy said softly to herself. She'd just cum and she wanted more. Needed more. She didn't bother getting dressed. She went up stairs, no pants, just the shirt she'd been wearing before. Her pussy and legs exposed for the world to see. She knocked gently at Ben's door. There was no response. She tried the handle. The door creaked open and Stacy peered inside. Sprawled on his bed, full clothed was Ben. His eyes were closed. "Ben?" Stacy called to him. He didn't stir. "Ben?" Stacy said again, walking over to the bed. She sat down and saw the nearly empty bottle of whiskey clutched in Ben's hand. "Oh Ben," Stacy said, disappointed, and pulled the bottle from his hand. She pulled it to her lips and drank down the last of it, maybe two or three shots worth. She stared at the hand that had been holding it, its fingers still curled trying to grasp it. She reached out and gently grabbed his hand. Slowly she pulled it up to her body, under her shirt. She felt his fingers caress her, and then cup her breast. She squeezed his hand and it squeezed her chest and she let out a low sigh. Ben stirred and turned his head. She wasn't sure if he was looking at her or not. She smiled at him. He vomited on the bed, and then ceased to stir. That killed the mood for Stacy. She left go of his hand which fell from under her clothes. The stench of the vomit was overpowering. Feeling a little responsible for it, Stacy did as best she could to clean it up. Ben slept like a log as she rolled him about to get the blanket out from under him. She threw it in the wash and made sure Ben was laying on his side. She looked at him and sighed as she turned out the light in his room and closed the door. She marched back downstairs, threw the cucumber in the microwave for 30 seconds and then started masturbating again. It's warmth felt good. -- When Ben woke up the world exploded. Or it seemed to anyways. There was some terrible taste in his mouth and the world seemed to only have two colors. Blinding white and infinite black. He groaned and sat up. The taste in his mouth was vastly unpleasant and instantly recognizable. He looked around and hoped he'd made it to the toilet before he barfed. Slowly he stood up and staggered into the bathroom. He brushed his teeth then stripped off his dirty clothes and took a long hot shower. Downstairs Stan was taking it easy watching TV. He'd changed back when he woke up. Sleeping as a woman had been different. She'd slept in the nude, not having any clothes, and her breasts kept her up at night. All of her kept her up at night. The silky soft feel of the sheets against her bare skin had been so arousing she had masturbated herself to sleep. That brought the total number of orgasms she'd had yesterday to 7. When Stan got his penis back the first thing he did was masturbate. He wished he had someone to fuck. The gun needed another twelve hours to recharge, maybe Ben would be willing then... He wished the Transformo 2000 got more than one shot to a charge. After whacking off he'd thought about working some more on the Transformo 2000, but decided after a successful test run like that he deserved a day off. He heard Ben stir to life around noon and his thoughts raced back to last night. If Ben had been conscious there was no way Stacy would not have fucked him. Part of Stan wished he hadn't changed back so he could do it now. Oh well, he thought, there was always next time. Ben came downstairs and saw Stan sitting on the couch, quite male. His head was throbbing. He didn't remember anything after going upstairs. He got a cup of water and sat down on the couch staring at Stan. Stan stared back and didn't say anything, the noise from the TV filling the space. "Jesus Christ Stan," Ben finally said and collapsed back onto the couch. Stan blushed and wondered if Ben remembered anything from last night. Stacy had gotten pretty vocal after she finished off Ben's whiskey, had Ben heard any of that? "How the fuck did you make that gun? What the fuck inspired you?" Ben asked in awe. The Stan's color returned to normal. "I dunno," he said calmly, "Just creative I guess." "Is it magic? Seriously Stan don't lie to me if you're a wizard or some shit." Stan laughed. "Arthur C. Clarke had a saying about magic and technology, do you know it?" Ben frowned and shook his head, the name rang a bell but that was it. "He said `Any sufficiently advanced technology is indistinguishable from magic.'" "Did he make a movie I know about?" Ben asked, still trying to place the name. "2001, he wrote the story for 2001," Stan replied. "Oh yeah. Twisted movie. Good though," Ben said and then there was a pause. "So can you tell me how it works?" Ben asked. Stan opened his mouth then closed it. His furled his brow and then cocked his head sideways at Ben. "No." "Come on man I won't tell. I probably won't even understand," Ben knew this was high level shit. If someone else made a gun like this... Well the whole world would change. Changed by the Transformo 2000. "It's not that I am choosing not to explain it to you. I don't know how to explain it to you," Stan said and shrugged. "Try me," Ben said cockily. Half an hour later Ben realized Stan really couldn't explain it. "So it changes the DNA-" Ben said trying to repeat what he thought Stan had just explained. "Not really, its more of a substitution," Stan replied. "And it does this with electric fields." "No it actually uses particles traveling faster than the speed of light." "And then it... I give up," Ben said in frustration. "Sorry, I told you I couldn't explain it. It's hard to explain new things. I wonder how long it took Newton or Einstein to figure out how to explain their ideas to people. "Dude I think you are leagues ahead of either of them in terms of brilliance. They just explained stuff. You made something that changes stuff." "Thanks, I guess," Stan replied, glad that Ben wasn't gloomy like he had been last night. "So... How long until it's charged again?" Ben asked. His stomach was doing somersaults. He wanted to try it out. He wanted to know what it was like to have a pussy and a vagina. He just hoped he'd make as cute a girl as Stan had. "I used it around 7 this morning, so another six hours or so," Stan replied, glad to hear the excitement in Ben's voice. After last night Stan needed to get laid bad. He hoped Ben would be willing. And he hoped Ben would be cute as Bea. Yeah, he'd call her Bea. "That's perfect! I have class from 3 to 7, how about you?" Ben said excitedly. He didn't know how he was going to sit through Economics and Statistics. "I've got class until 7:30, so it lines up great," Stan replied. He wondered about trying to show the gun to his professor. Dr. Adzic was pretty sharp for an old guy. He was pushing eighty five years old, but still kept up with the latest goings on in the world of particle physics. When Stan had tried to explain his idea to him he'd gotten lost. Eh, the gun wouldn't be charged at that point anyways. Plus at this point Stan wasn't sure if he could trust Dr. Adzic with something so world shaking. It could wait. "Awesome," Ben said, then blinked, "Shit! I've got homework I was supposed to do!" He said and bolted upstairs. Stan chuckled at him and then pondered the gun again. Some ideas came to his mind for other ways to change it. Other transformations he could try. -- Stan got home early. He sat in the living room, gun raised at the door, waiting. He left the lights off. Footsteps approached the door from outside. There was a faint jingling of keys and then a grinding sound followed by a click as the door opened. There was a thud and a curse. There was a click and the then the device lit up. It was the only light in the room. A purple beam shot out of it and hit Ben in the doorway, illuminating his face for just a second before the changes started. Ben was terrified when he heard the device click. Terrified and excited. It was dark and he couldn't see anything. But he felt it. His clothes seemed to stretch off him, becoming baggy nearly everywhere. Around his chest and hips he could feel them get tighter as his pelvis expanded and his breasts grew. They threw off his balance and he leaned forward slightly as they ballooned outwards. His shoes felt like slippers and not the tight athletic shoes they were. He felt his hair swish across his face. In itself this was not strange, he had kind of long hair normally. What was strange was what it felt like. Fine hairs danced across smooth skin and a different facial structure. He licked his lips and felt that they were fuller. Finally he became aware of his cock dwindling, no longer rubbing against his boxers. As it receded he was left with a alien sensation and warmth in his crotch. The changes seemed to be over after no more than 10 seconds. There was silence as neither Ben nor Stan said anything. Stan decided to let Ben make the first move. It was still pitch black in the room and neither of them could see anything. Ben wished he could see what he looked like, see if he was hot or not. His hands went up to his chest and he was shocked by where they met flesh. His boobs were huge. They felt so soft and cuddly, he couldn't help but squeeze them. "Oh god..." Ben moaned in his sultry new voice. They felt incredible. "Glad you like it Bea. Want me to turn on the light?" Stan said from the darkness. Ben was distracted by the feelings on his chest, as well as the effect they were having on other parts of his new anatomy. "Bea?" Stan said after a pause. Still no response. "Ben?" He tried. Hearing his own name Ben snapped out of his reverie. He had boobs! "What? Oh I guess you can call me Bea," Bea said and continued to fondle her breasts. "Want the lights on?" Stan asked again. "Please," Bea replied, her hands not leaving her breasts. The lights clicked on and Stan's jaw dropped. In front of him was a short woman dressed in baggy clothes fondling her breasts. They were massive DD cups, maybe bigger. The woman's face was hot as hell, like some kind of erotic statue. It didn't hurt that it seemed stuck in a pleasurable grimace. The rest of her was hidden away in the clothing, but Stan guessed she was hot as all get out. Bea stared down mouth agape at the boobs in her hands. She'd imagined them as being huge, but seeing was believing. They looked like they were the size of her head! Speaking of her head, she glanced around and wondered how big it was now. Everything seemed larger. Clearly she was much shorter than Ben's original 6'1". "I gotta get these clothes off!" Bea said, desperate to see the rest of her new body. Stan didn't say anything as she stripped, nor did he do anything to hide the tremendous boner he was sporting. The shirt came off first, exposing those giant luscious breasts in all their glory. They had large bright pink nipples maybe half an inch long springing up from aureoles at least an inch and a half across. Bea shook her torso and squealed with delight as they bounced around. "Totally fucking amazing!" She said to no one in particular. She squeezed them again and let out another moan. Her fingers were cold and it made her whole body shiver. She wasn't sure what was going on downstairs, but she imagined it was something like a leaky boiler. Hot and wet. As she wriggled her jeans off her wide hips her smooth perfect legs were exposed. She rubbed her hands up them and stepped out of the pile of clothes. She craned her neck around and looked at her perfect round ass. She was hot as hell. Stan couldn't take it. As Bea stared at her has he stood up and in a few short strides walked over to her. Bea's attention turned and she was shocked when she found she needed to look up at Stan. Way up. Normally Stan was 5'9" and Ben was 6'1". Bea was 5'2", nearly a foot shorter. She swallowed as she looked up at Stan. He seemed like he was twice her size now. Stan stared into her eyes. He could no longer contain his lust. He bent down and kissed one of her nipples. "Holy fuck!" Bea cried as Stan flicked his tongue across her nipple. It was like it sent off fireworks of pleasure throughout her body. She needed more. Stan didn't stop there. Bea's breasts were just a stopping ground on a longer journey. Stan got to his knees and kissed his way down her body. She was moaning all the while. He kissed her midsection, just above her pussy and paused. "You want me to stop?" he asked. Bea grabbed his head and pushed him downwards. "God no," Bea replied. She was nervous as heck, but horny as hell. Stan kissed her clit and her knees buckled. "Th-tha-that... wha-?" Bea struggled for words. "Your clit. I like to think of it as the fun button," Stan replied and then flicked his tongue across it again. "Sh-it" Bea said and almost collapsed. Her legs felt like jello. Stan felt her tremble and smiled to himself. Then he really started eating her out. "Mother- Oh- I-! SHHHIIITT!" Bea cried and collapsed to the floor. Stan's mouth followed her down. The floor was carpeted. It was scratchy and uncomfortable. Bea could have been laying on a bed of nails for all she cared. Stan's tongue darted in out and across her pussy. Bea was extremely vocal, moaning and crying out at every little move. One hand was on the back of Stan's head, pushing him to go futher, deeper, longer, while the other hand fondled her breasts and nipples. "Sss-Ooo! OHMI! IT'sS! UGGGNNHHH! AHHH!!" Bea screamed as she had her first female orgasm. Stan didn't stop. His tongue just kept going. Bea blinked and felt his tongue lashing her numb pussy. Her hands were both playing with her tits now. She licked her lips and wanted more. "Fuck me," Bea said and surprised even herself. Was she really ready for Stan to put his dick in her? Stan was ready and willing to comply. He'd undone his fly and shimmied down his pants by the time she finished saying "me." He pulled his mouth away, but not before getting one last taste of Bea with a single, long, slow lick. Bea groaned. His mouth's next stop was Bea's tits. As he kissed them he positioned his manhood at the entrance to Bea's womanhood. He sucked hard no Bea's tit and bit her nipple gently then thrust inside. Bea shrieked and wasn't sure if she had just come or not. It had been a strange mix of pain and pleasure as Stan took her virginity. He established a slow rhythm and the pain she felt slowly started to fade to an immense pleasure. "Oh my. I can't believe I'm- Oh god YES!" Bea cried out as Stan started thrusting deeper and faster into her. Her arms were cradling his head against her breasts. He continued to nuzzle at them with a passion. His hands were running across the rest of her body, down her legs, across her stomach, caressing her neck. She felt like her whole body was one giant knot of carnal bliss. Having something inside of her was a whole new experience for Bea obviously. Part of her mind seemed to try and warn her about something, but it was quiet away from the amazing sensations coursing through her. But Stan knew. He was enjoying himself too much to stop though. He'd gotten a condom, but in the heat of the moment had forgotten. Thankfully he prided himself on his self control and knew he'd pull out before he came inside that tight snatch. Stan had been with women, though not a huge amount and Bea was definitely the best lay he'd had. Between her moans, giant tits, perfect smooth skin, and muscular pussy he was proud he'd lasted as long as he did. He knew he was getting close though and had to be careful. Bea lost track of time. Stan's thrust's seemed to come in pulses. A few rapid, then a few slow. Then he'd rest inside her for a minute. She started thrusting the third or fourth time he did that, her finger nails scratching into the back of his neck. She groaned as she did. She was close. "So close, don't stop!" she cried out, her thrusts becoming frantic. That was too much for Stan he felt himself starting to come and sought to pull away from her in a frenzy. She did her best to hold him close, his thrashing pushing her over the edge as well. Fortunately Stan was the stronger. He made it out just in time and groaned loudly as he shot his load onto Bea's belly. "Ahhnn... so good..." Bea said softly as she came for maybe the third time in twenty minutes. She felt something wet splash onto her stomach and felt a tingle in her twitching pussy. She was glad her man had enjoyed it. They both lay panting on the carpet for awhile after that. Bea's pussy felt stretched and a little sore. She liked it, it made her feel warm inside. Without thinking about it Bea brought a hand down to rub her body at the epicenter of that warmth. The rapidly cooling cum she put her hand in startled her. She'd forgotten it was there. She pulled her hand up to her face and looked at it as she rubbed the cum between her fingers. "Jesus Christ Bea, you didn't want to let go! I barely made it out in time," Stan said. He felt immensely satisfied. This had been a good experience with the Transformo 2000 and had been awesome sex. Bea looked at the goo on her fingers and suddenly the nervousness eclipsed the horniness. Stan had fucked her. Fucked her pussy. He'd nearly filled her with his seed. Seed for making babies. Babies in her. "Oh my god. Did we really just do that?" Bea said and looked around for something to wipe her hand on. "Yeah sorry. I have a condom in my pocket and everything. Heat of the moment. Sorry," Stan said timidly. She picked up a sock she'd been wearing when this all started. After wiping her hands with it she proceeded to try and clean up the mess on her belly. It mostly just smeared it around and she ended up feeling pretty dirty. She felt a tingle in her nether regions. She liked feeling dirty. She was a dirty girl. She wasn't sorry for anything she'd just done. "Well what's your recovery time, big man? I want to put that condom to use," She said, feeling horny as a, well as a school girl. "At best maybe fifteen minutes," Stan said proudly, "Though the girl I was with that time did help." "I never knew you were such a ladies man Stan. You're a dynamo in the sack," Bea replied and sat up. Stan was still mostly dressed. He'd taken his pants off, but they were just down around his knees. His shirt was still on. Really the only special part of skin exposed was his crotch. His limp dick sitting there dripping a little cum into his pubic hairs. Bea liked her lips and slid down so she was seated next to Stan. She slowly reached over and took hold of his cock. It didn't seem to big now, flaccid in her hand. It had felt huge inside her. "Tell me big man," Bea said coyly. "How did that girl help?" Bea leaned forward and rubbed the cock against her enormous breasts. "Mmm," Stan moaned, "Something like that, only she bent over a little more." "Like this?" Bea said and leaned down and licked his cock. It was only fair really, he'd gone down on her. "Mmm, just like that." Bea leaned down again and started licking and kissing Stan's cock. She'd stroke it gently and suck on his balls occasionally. After about five minutes it started to stir to life. "Mmm," Bea said pulling her mouth off his scrotum with a loud smack, "Looks like we have a new record holder." "Well don't stop now!" Stan said and laughed, "You don't want to do anything half way do you?" Bea smiled at him and went back to sucking. It felt so good sucking on his cock. Tasted so good. The harder it got the better it felt. She was enjoying herself so much that it was actually Stan who interrupted her. "Mmm, thats good I think I am ready now," Stan said and reached a hand down to stroke her hair. She realized the whole thing was in her mouth. She'd been deep throating him. She sucked hard and pulled her head back. When she came off the end there was a loud pop. "No half measures," Bea said and bent back down. She was getting off giving a blow job. Never in a million years would she have expected that. After another minute she pulled off him and stood up. She straddled over him and looked down. His cock was point straight up like an arrow pointing to her happy place. Bea licked her lips and lowered herself down. She went slowly and felt Stan fill her inch by delicious inch. Once she'd pushed him all the way inside she looked down at him. His eyes were closed and his lips seemed to be saying something quietly to himself. Bea grabbed his hands and brought them up to her breasts. She held them and squeezed them so that Stan would fondle her chest. Stan didn't recognize the role reversal from last night. Neither did Bea. As soon as he felt her soft warm mounds his hand started working on their own, kneading and pinching them. Bea started to thrust up and down. She reveled at the feeling in her tits and pussy. She loved feeling them bounce with every thrust. She pulled Stan's hands off them and moaned as they bounced wildly and freely. They both were grunting and rutting like animals. Bea actually squealed when she came, though Stan couldn't tell from amidst all the other noises she made. "Pull off, I'm about to come," Stan said and realized they'd forgotten the condom again and now he was pinned. If Bea didn't get off him soon there was no way he wasn't going to cream in her pussy. But she did pull off. She lowered herself down and wrapped her tits around Stan's prick. She squeezed them around it and started bouncing up and down. Stan had never had a titty fuck before. After all fucking he had before, he came almost instantly. He didn't even think to warn her. Stan groaned and Bea groaned back at him as his seed shot up out of his dick onto her face. She blinked and felt another jet splash onto her tits, then a gentle oozing as the she milked the last of it out of him with her tits. She was a dirty girl and she loved it. "Wow," Was all Stan could say. Bea desperately wanted to find a mirror. She wanted to know what she looked like right now. "Excuse me," Bea said and walked up stairs. She could feel the cum dripping down her cheeks and off her nose. She tasted a few drops of it that made it into her mouth. She licked her lips and enjoyed the taste. Each step made her tits bounce and splash cum onto the floor. She made it to the bathroom upstairs and gazed into the mirror. It was the first time she'd seen her face since she was transformed. First time she'd gotten a really good look at herself at all. The girl in the mirror looked like lust incarnate. She was hot as hell and had cum on her face, tits, and dried on her belly. She had a look on her face that just screamed `ORGASM OVERLOAD'. Ben loved it.