MILF Machine Lite free porn video

MILF Machine Lite Br Dr. Beaubourg Boredom can be a terrible thing, especially for a young adult. Impressionable youngsters can often be led astray by their own boredom, getting into trouble just to pass the time. This is the case of Dan Nguyen and Michael Lane. Two otherwise ordinary high school freshmen who, in their boredom, would stumble upon a life-changing discovery, for better or for worse. Dan Nguyen was the new kid in town. Having moved in from out of state, Dan was just looking for a friend to hang out with while he adjusts to his new home. Michael was a slacker, a trait many would blame his absent father and perpetually busy mother for. Michael didn't want to wait around in an empty home, and Dan just wanted a friend, so together they loitered about wherever they could, finding anything to cure their chronic boredom. Today was a normal Friday for them. Their after school free-time escapades would bring them to the town's junkyard, a respite for any young boys looking for something interesting. Michael was digging through a newly discarded pile of electronics. "Er- Old monitor, couple of remotes, broken car battery..." said Michael, rummaging through the mound of tossed technology. "Broken car battery?! Are you crazy?! Don't mess around with that stuff!" Dan exclaimed, jolting back in the air. "Jeez, what are you, my mom? I've done this a thousand times," Michael said, tossing the broken battery aside. "Just keep watch, I'll try to grab something good..." Every so often the boys would wander into the junkyard to grab interesting knick-knacks that they could fiddle about with for a few hours and forget with impunity. They've found game consoles, costumes, books, and other items to relive their listlessness. Unfortunately, the junkyard's manager was a real stickler, and didn't appreciate their pilfering one bit. If he caught even a whiff of the boys, he'd come bounding after them. Luckily for the boys, the manager was a portly fellow, and had yet to catch either of them. The boys realized that each visit to the junkyard may be their last, but that's what made it exciting! "Aw shit, that's all of it," complained Michael, wiping the sweat from his brow. "There's nothing good in this pile, we should call it a day," Michael's proposition was punctuated by the sharp sound of the junkyard's gate screeching open. Dan wandered out to see what was going on. Sure enough, the gate was sliding open. A ragged old car pulled into the junkyard, and the manager was there to greet them. They spoke for a few fleeting moments, then parted. Dan could see the manager motion over to their junk pile. Maybe this stranger has something to throw out? "Hold on, let's wait to see what this guy's got to toss," said Dan, nudging Michael. The both bolted off, hiding behind a row of porta- potties. Clinging their noses, they watched as the automobile whizzed past their pile, dropping a big cardboard box near the rest of the junk. The boys found it difficult to see into the car, as the windows were all tinted to a near-opaque sheen. The car sped off as quickly as it arrived, passing beyond the junkyard and out of sight. The boys waited a moment and then scrambled back to the pile to inspect their findings. Michael was the first to arrive at the box, shaking it about like a kid on Christmas day. From the clattering inside its flimsy walls, this box could of held anything. By the looks of it, it was an ordinary box. It was sealed shut with tape, and "REJECTS" was scribbled on the side. Michael tore at the tape, releasing the box's flaps. Peering inside, Michael didn't know what to make of it. "Hey, what's in there?" Dan asked, leaning over to get a better look in the box. "Uh, I'm not sure," Michael said. "It looks like a bunch of random shit glued together," He wasn't entirely wrong. The box was filled with all sorts of objects cobbled together over other items. He dove his hand into the stuffed box, and pulled out the first thing he could grab. What came out of the box looked like an outdated calculator with a bunch of frayed wires sticking out. From beneath the device, Michael could feel the rough texture of the calculator's bare microprocessor. Intrigued, he flipped the device over, inspecting the calculator's damage. Sure enough, large sections of its plastic shell were missing, revealing the guts of the machine. Several modifications have been made, all poking precariously out the back. On one of the remaining strips of plastic the words "MILF Machine Lite Prototype" were scribbled in what appears to be magic marker. Dan peered at the contraption. "Huh. What does it do?" he asked. "Who knows? It's probably just a regular calculator. Let's what other junk is in here," retorted Michael, ready to dive back into the box. Suddenly, the boys heard the gruff voice of the manager cruising around the corner. "That fella' had a big ol' box with him, heh heh," he chortled. "Let's see what I can hock from him- hey! You kids!" "Cheese it!" Yelled Dan, darting off in the opposite direction. Michael followed, stuffing the weird calculator into his pocket. The Manager gave chase, lumbering after them. "Hey you little shits better get back here, I'm running a business here!" he yelled, a good few meters behind the boys. Michael and Dan ignored him, focusing instead on their escape route. A minute passed, and the boys spotted their escape: a small rip in a chain-link fence. They've used this escape dozens of times, and the manager never got around to fixing it. As a matter of fact, there were a lot of things the manager never did. He always was one to talk bit, but not to act. Both the boys flew through the gap in the fence, leaving the portly manager behind. "You won't get away that easily you little bastards! Next time I'll bring my dog, and he's REAL mean! You'll see!" he hollered, shaking the fence menacingly. "Shove it up your ass, old man!" barked Michael. Dan never said anything back to the manager while he screamed his head off; he was always the shyer of the two. The boys ran off, ducking into an alley behind a hair salon to catch their breath. "Geez, you'd think he'd learn to quit after a while," Dan muttered, gasping for air. "Yeah, but can you blame him?" Michael replied. "He makes his money selling folk's junk back to them." "Is that legal? Can he do that?" "I dunno'. Do I look like a lawyer to you?" Michael plopped onto the ground. On his hips he could feel the poking of a foreign object within his pocket, and remembered the calculator. "Oh yeah, I snatched this on the way out." Dan glanced at the contraption. "That's it? I was hoping there would be more," he muttered in disappointment. "You kidding? There was nothing good in there, just more junk. That weirdo probably thinks he's some sort of great artist or something, although I don't know if any museum would display this trash," Michael fiddled with the calculator, trying each of its buttons. With each button press, the calculator beeped. Seems like a useless function for a calculator, especially during a school math test. Michael continued to tinker, flipping the calculator over. Finally, he handed it over. "Heh heh heh. Check this out dude." Dan stood up and took the device from Michael. "Uh, twenty eight thousand and eight? I don't really get it..." he said, puzzled. "No you dingus, look!" Michael took Dan's hand, and rotated it until the calculator was upside-down. "See? It says 'boobs'! That's the joke!" Michael exclaimed. Dan could tell he was being sarcastic, but he could help but feel that Michael really was entertained by it. "Ha ha ha, very funny," said Dan, unamused. "Here's that's nothing. I can make it say 'oboe shoes'," Dan took the calculator in hand, viewing it upside down. "Er, give me a minute. Which keys do I need again?" he mumbled. Dan paused for a moment, remembering the input to spell 'oboe shoes'. His fingers moved over the keys, gliding to each number he needed. Finally, he remembered the combination. He brought his thumb over to the clear button, and activated it. "Alright, let's see it," Michael exclaimed, slapping him on the back. The touch of Michael's hand startled Dan. Suddenly, the screen went blank. "See what you made me do?" complained Dan. He lifted his thumb, and saw that he'd pressed the wrong button. Instead of clearing the screen, his thumb rested on the on/off button. "Jeez, now I have to figure this out again" Dan looked back down at the calculator, and saw a glowing green light. Between the buttons and beneath the cracks of the plastic shell, a neon green glare emanated within it. Dan could feel it growing warm in his hand. He thought about dropping the device until he felt a sudden shock, like a strong bolt of static electricity. The pain made him yelp, dropping the calculator to the concrete ground with a clatter. The impact made arcs of emerald energy leap off of the contraption, sending sparks all around. "Shit, shit!" screamed Michael. He jumped forward and stomped on it, mashing his heel into the glowing calculator. Again and again, he stamped, until the glow waned, all that was left were charred plastic shards. Dan stood there, gripping his singed hand. "Hey Dan, you okay?" asked Michael, gasping for air. "Y-yeah. My heart's just racing, that's all." This was no lie; Dan's heartbeat felt like it was beating faster than ever before. He could practically feel his blood surging throughout his veins. "Let's just head back to your place. It's too hot and I need to lie down." The two started to walk off towards Michael's house, which was only a few blocks away. The problem was Dan. Michael didn't want to think about it, but maybe Dan was getting sick. What if that remote was an experimental bioweapon? What if Dan was going to die? What if it's his entire fault?! He looked over at Dan, seeing if he was developing a horrible rash or spitting blood or something. Fortunately this wasn't the case, but Dan did look a little wobbly to him. Michael went over to Dan and lifted his arms around his shoulder, helping him walk. "Come on, I'll help you there," Michael muttered sheepishly. "Thanks..." whispered Dan. The two made it a few blocks closer to the apartments Michael calls home. The two of them took the back roads, behind alleys and other buildings to make a quicker trip. After a minute or two, Dan pushed away from Michael. "Thanks dude, but I'm good now," mentioned Dan, stretching his arm. "Hey, don't mention it. It was getting tough trying to carry someone taller than you," noted Michael. Dan looked at him with an odd expression. "Are you sure? I think you're taller than me." Dan was sure of this. He remembered when he first met Michael in class, with him being a few inches shorter than his friend. He looked at Michael, sizing the two of them up. "Hey, you're right! I am taller than you!" he exclaimed. Sure enough, he was about an inch taller than Michael at this point. "Alright, alright. Let's just head back," Michael muttered, heading down the sidewalk. Michael could hear Dan's footsteps behind him, the soft clumps of his tennis shoes revealing his position. But Michael couldn't help but hear his footsteps change. The sounds of his soles hitting the concrete shifted from a dull tap to a sharp click, one after the other. Then he heard a large thud from behind him. "Bah!" yelped Dan as he fell to the ground. "You okay?" Asked Michael, turning to face Dan. Sure enough, he was splayed out on the ground. Michael scanned him, guessing how he fell. Nothing on the sidewalk, yet it wasn't his shoelaces. "Hold on," he exclaimed, "what's up with your shoes?" "Yeah, they're feeling kind of tight..." said Dan gazing at his footwear. Strangely enough, they weren't the pair he remembered stepping into this morning. For one, his shoes had shoelaces, these didn't. Two, the soles were a lot flatter. The heels on these shoes were more pronounced. Weird for a tennis shoe to have heels like that. "What the fuck?! Dude, look at your socks!" said Michael in astonishment. Dan looked at his socks, catching them move. Lower and lower they sank, until they descended below his shoes, disappearing from view. Looking for an answer, Dan's eyes darted back to the heels, and they'd gotten even longer. Before his very eyes, his shoes were changing. The heels lengthened and thinned, taking on a feminine appearance. The bright red of his soles spread throughout the rest of his shoes, taking on a glossy tone. The soft leathery fabric of the shoes hardened and condensed, creating a snug fit. As they shrunk, so did his feet. Smaller and smaller they shrunk until no other word would describe them but a synonym for petite. The heels reached their maximum length, sticking out at least 5 inches. In their shock, both of the boys swore that Dan's feet looked like they belonged to a woman. "Ah, it's just the heat! Yeah, that's it. Here, let's head over the- aah!" Dan wailed as he tried to stand up. He put one foot forward and leaned on it, but teetered on the heel and fell over. Now he was leaning on a fence post, his back to Michael. Dan struggled to get up, only managing to get on his legs, his torso still leaning on the fence. "Dan, there's something happening to your legs!" yelled Michael, staring at them. Michael watched as the cuffs of Dan's jeans rose ever so slowly, past his ankles and to his calves. Sure enough, Dan's legs had grown longer. The growth stopped as the cuffs reached his calves, but the changes weren't over. Starting from his ankles, his legs became softer as a small layer of fat spread up over his calves. The small hairs on his legs began to disappear, as if shaved away by an invisible razor. Once the growth passed his knees, his thighs began to expand. Outwards they grew, drawing his jeans tight. Simultaneously, his hips widened to accommodate his thickening thighs. Soon enough his thighs grew large enough to touch each other as he stood, and his hips were wider than his shoulders. Needless to say, his jeans were nearly at their bursting point. To alleviate the discomfort within his pants, Dan bent over at the waist to try to position himself more comfortably. As he did so, he felt the familiar change as fat began to bubble up again. This time it was centered around his rear, which was now plumpening up. Like two wads of dough in an oven they grew beneath the seat of his pants. Dan groaned as he felt the pressure built up beneath his jeans as his expanding ass pushed them to their limits. In one final push, his rear burst out of his jeans, splitting them down the seat. From Michael's point of view, it was the biggest ass he's ever saw, bigger than any girl's at his school. Dan instinctively brought his hand back to massage his derriere, sore from it's explosive escape, and reeled at how his hand was dwarfed in comparison to his massive cheeks. "Michael, what's happening to me?!" Dan cried, still looking for the strength to stand up straight. Michael was stunned, unable to speak. Dan tried to lift up what was left of his jeans over his enormous ass, when another sensation emerged from within him, growing from his pelvis. Dan felt a shock of pleasure as he could feel his penis move under the lap of his pants, lowering between his legs. He tried to grasp at it, attempting to halt its inevitable descent, but he only increased this alien pleasure shooting through him. Sure enough, it dove between his legs, and melted into his body. The pleasure subsided, and was replaced with the odd sensation of having his organs change. From testes to ovaries, his innards reorganized themselves to take a form appropriate for the other changes. As they settled down, Dan could feel the new genitals take form between (now her) thighs. "Oh my god..." Dan wept, trying to piece together the changes. Before their eyes, the cuffs of Dan's jeans began to rise once again, this time on their own. They raced up past her thick thighs and onto her wide hips, taking the form of incredibly small cut-off shorts. The shredded seat of the jeans mended themselves, covering the bare skin of her ass, while still leaving her deep ass crack in the open air. Dan's boxer shorts, tucked down under the growth of her rear, lifted up. The legs thinned out, and rose over her hips, waning to thin strips resting on her hips. The seat of the boxer shorts wedged up between her cheeks, completing its change into a sexy thong. From where Michael was standing, it appeared that Dan himself was entirely askew. From the waist up, he was a normal, albeit scrawny teenager. Everything else looked like it belonged to a curvaceous woman with an affinity for revealing clothes. Dan tried to push away from the fence, wobbling on two foreign heels. She stood up, turning to face Michael. She was barely able to keep still before she toppled over, grabbing onto Michael's shoulders to keep herself from falling. "Oh god, help me Michael!" he whined, clinging to him. "I-I don't know what's going on here!" he said, his eyes darting from her curvy lower half and her boyish upper half. He took Dan's hand to steady him, but he felt a strange sensation between his fingers. Dan's hand was changing as well. Her fingers began to shrink, becoming slender and dainty. Her wrist followed suit, becoming more feminine by the moment. At the end of Michael's shoulder, he could feel several points of pressure growing. He gazed back, and saw that Dan's nails were growing. Longer and longer they extended, a red glaze matching the heels coating it. Finally, the stopped at around an inch and a half, it's red polish glistening in the light. Back on Dan, she could feel her bones shifting under her skin, slimming and moving about. The arms that clung to Michael began to shrink, matching the newly feminine wrists. The stubbly hair on her forearms disappeared, and her shoulders condensed down as well. The wave of changes flowed down into her waist. In her belly, she could feel the muscles tightening, becoming leaner. The sides of her waist cracked in, making two soft pops as they diminished. Though they couldn't see through Dan's baggy t-shirt, both of them knew that the loose fabric concealed a waspish waist. Dan took a few steps back, having gotten the gist of wearing high heels. She walked backwards a bit, until her spacious rear hit the planked wood of the fence far sooner than she was used to. "Eep!" Squealed Dan in a voice a bit higher than regular. She gave a slight bounce, feeling a distinct jiggle throughout her body. It was in her ass, thighs, and chest? Dan has always been a skinny kid, with not much fat to speak of. However, her chest felt slightly fleshy. She pulled back the shirt's collar to investigate. Her heart sank as she saw them, although she knew of their inevitability. Two small lumps sat on her chest, precursors to what would develop. They were small, but they gained mass with every passing breath. Within a minute, they had doubled in size. More and more, they grew. From A-cups, to B-cups, then passing C and D-cups, their growth would not stop. From where Michael stood, it looked like two basketballs were inflating within Dan's increasingly strained shirt. Their expansion brought up the hem of Dan's shirt, exposing the petite waist beneath, perfectly complimenting her wide hips and humongous bosom. Along with their growth, Dan's nipples were changing as well, swelling from tiny nubs to pointed tips, complete with wide, puffy aureoles. Closer and closer, Dan's breasts pressed up against the stretching fabric of her t-shirt. The fabric grew tighter by the second, rubbing up against her sensitive nipples. Finally, with a massive rip, the shirt gave in; exposing two of the largest breasts either of them have either seen. Sagging ever so slightly, her breasts perfectly complimented her hourglass figure. Dan brought her hands up, feeling the supple skin of her tits. Suddenly, she spotted the changing fabric of her shirt mending itself. The soft fabric of the t-shirt became thinner, it's neckline lowering as its sleeves disappeared, arcing behind her neck. The hem rose upwards, stopping just above her belly button. The shreds of shirt rose back up over her breasts, creating a provocative grey halter-top. From Michael's point of view, Dan's body was becoming a game of gender tug of war, and this feminine body was taking over. Every bit of it was ideal. A tight waist, wide hips, full round ass, and humongous tits. Not even in his wildest dreams could he imagine such a sexy body. However, she was still Dan. By the looks of it, her whole head had been unaltered. "For how much longer?" Michael thought. Did he get some sort of perverse pleasure out of seeing his friend change? Maybe, but seeing the tears stream down Dan's male face brought him back to the reality of the situation. Meanwhile, Dan was fidgeting about, unsure of what to do. Now more then ever, she felt exposed. Back in her old body, Dan always dressed to be inconspicuous. He didn't like to draw much attention to himself. Being dressed as provocatively as this felt wrong to Her. She wiped away her tears, careful not to scratch her face with the brand new nails. Then something caught Dan's eye. Like a single splotch of paint, one spot on Dan's hand was lighter. Like her name suggests, Dan's family lineage came from South Korea, only settling in the states a few generations back. As such, Dan's skin was darker than usual, with a distinct ethnic tan. However, the splotch stood out as a bright ivory amongst his tanned skin. As Dan focused on it, the splotch grew to the size of a quarter. She rubbed at it, but it looks like white spot was some sort of pigment. Suddenly, another one appeared next to it, and grew as well. Then another, and another, and another. Soon enough, the fair splotches were dominating her arm, and moving on to the rest of her body. Within 30 seconds, she was completely covered. Looking at her now, you'd think she was born Caucasian, like a European-descended American. You'd never guess Dan was born Korean, let alone as a man. As Dan's pigmentation lightened, the splotches that rapidly overtook her darker tone softened her skin, making it smooth and supple. Dan ran her hands up her arm, feeling the sleek skin. She brought her hand to her face, and was surprised to find her features we still the same. To Dan, this felt strange. In a body that wasn't hers, having her boyish head felt wrong, even if Dan just wanted to be the high school freshman boy she'd been for the longest time. As her hand explored, Dan felt a few pinches in her face. The momentary pain gave way to a swelling sensation coming from her lips. As if they were being filled up, Dan's lips were filling up, becoming more and more womanly. They plumped larger and larger until stuck out from her face as a thick womanly pout. Just then, a layer of gloss covered her full lips, painting them a glistening crimson. Dan brought a finger to them, feeling her swollen lips. She retracted them, surprised at their heft. She peered down at her fingers, slightly smudged by the red lipstick. "What th-!" she said, her thick lips tripping up her words. She felt the differences on her face, and she could feel them changing even more. From her neck to her skull, the bones were shifting, reshaping, and slimming. Her jaw became daintier as her teeth straightened. Her flat nose perked up, becoming small and button-like. Dan's reduced cheekbones rose up, becoming more pronounced. Dan's eyes, shaped like almonds with brown irises became rounder, it's color shifting to a steely blue. Her thick eyebrows narrowed down, and her eyelashes extended, becoming thicker. Makeup caked her face, with smoky eye shadow, prominent blush, and dark mascara. Dan's ears became pierced, with gold hoop earring hanging from her earlobes. Red hair descended Dan's face, styling into a trendy bob cut, as her eyebrows shifted to match. Finally, Dan started to age. The years passed on her face, but not enough to diminish her beauty. A few wrinkles appeared, giving her a dignified look of an adult. Finally, Dan could feel her body calm down. She knew it was over. Minutes ago, he was a short Asian kid bumming around with his best friend. Now it looks like she was an older woman cruising for a date. The reality of the situation hit Dan. Would he ever turn back? How would he go home? What about school? "Oh- oh god," she gasped, her voice changed to a feminine, husky tone. "I need to lie down..." "N- no worry!" said Michael, taking her hand in his. "My place is just up the street! We're almost there." Michael sped off, with his milf best friend in tow. They ran up and down the sidewalks, nearly bursting into traffic. Dan could feel eyes all over her body, ogling her hefty tits and full rear. Moving made it even worse, as nearly her whole body shook as they ran. This made her feel strange, like her insides were all hot. This sensation was entirely new to Dan, but she didn't dislike it. It made her feel anxious, like she needed something to happen to her, like to be touched. Sort of like having an itch you need scratched, but all over your body. She looked over at Michael, and thought to her self "I hope Michael can help me figure this out... Soon enough, they made it to the apartment complex. Michael pulled out his keys, and frantically unlocked the door. He flung it open, and stuffed Dan inside, making sure no one saw them. Dan sauntered over to the living room, her hips swinging from side to side. By this point Dan has gotten used to it, like it was second nature to her, but Michael couldn't stop looking at it. As a matter of fact, he couldn't keep his eyes off of Dan's new voluptuous body. He watched her as she made her way over to the couch, and plopped onto it, her heaving breasts bouncing as she made contact with the cushions. "Michael, could you get me some water? I think I'm gonna' pass out or something..." she said, her voice dripping with sensuality. While Michael darted off to find a her glass, Dan picked up a magazine off the coffee table, and began fanning herself off. "Man this feels nice..." she thought to herself, the rhythmic flapping cooling her brand new skin. She lifted out her top, and push cool air down her cleavage. Needless to say, it felt great. The breeze flowing down her breasts tingled in just the right way. She gazed down at them, regarding them in an oddly serene way. It occurred to her that this was a part of her body, despite everything in her heads telling her otherwise. "Alright, I brought a couple of glasses!" said Michael, bringing Dan back to reality. In her surprise, she snapped the elastic band of her halter top back to her breasts, nearly revealing her nipples. It seems like in her daydream she became aroused, as her nipples clearly poked through her thin top. "Um, yeah. Thanks," Dan muttered shifting about in her seat. She was feeling that itch real bad. Thank god that Michael was here. "So I was thinking that maybe we can go back to the junkyard and see if we can find another one of those...things. Maybe there's one with an undo button? Let's see if we can change you back then, but we're going to have to come up with a plan of action if we're going to sneak by that old fatso. So I was thinking you coul-" declaimed Michael, until he lost his train of thought. Dan was downing the glass of water. She did so without care, swilling the cool liquid in seconds. Michael watched her do so, until his eye caught several droplets of condensation on the glass. They trilled down the glass, splashing onto her plump lips, until they dripped down onto her collarbone. From there on, it slowly rolling down her chest until it settled, dewing atop her right breast. Dan finished off the glass, giving of a content sigh as she lay the glass down. She caught Michael gazing at her tits, and that's when her instinct kicked in. "Hey Michael, could you get that...?" she cooed, leading down. The droplet descended once more, falling beneath the low hem of her top. She pushed her chest out, presenting herself to Michael. He looked about as his cheeks turned crimson, scrambling for a towel. He grabbed one from the coffee table, his hands quivering from nervousness. He brought the towel up, and gently dabbed the droplet from her breast. The contact felt nice to Dan, but this wasn't enough to satiate her newfound urges. She grabbed Michael's hand in her own, guiding it along. She brought his hands all around her tits, pressing his hand to squeeze her supple flesh. She led his hands down beneath her top, leaving the towel to drop onto her lap. Michael could feel her erect nipple, and took hold, sending jolts of ecstasy through Dan's body. She couldn't help but moan as Michael brought his second hand over, feverishly massaging her other bosom. To Dan, this was heaven. However, something in Dan's head told her that this wasn't enough. No, there were much better things to do, many more pleasures to experience. All she had to do was take the initiative. Then, as if guided by impulse, Dan brought her dainty hand up behind Michael's head, and brought his face into her's, their lips mashing together. Dan shot her tongue into Michael's mouth, writing about in her orgasmic fervor. Michael froze, stunned at the turn of events. He'd never kissed a girl before, let alone dated one. But now he was making out with his best friend! Michael nearly went limp as his tongue thrashed about, savoring the taste of Dan's mouth. He loved the feeling of his thin boyish mouth mashed against her thick womanly lips, how her mouth engulfed his as they kissed. Suddenly, it wasn't so bad if he didn't see the old Dan again. At least this new Dan was hot. He could feel tightness within his loins, as his erection strained through. To Dan, this was all coming quite naturally. As if she had years of sexual experience, she new every trick and motion to maximize the pleasure for both of them, making up for Michael's sexual inexperience. This erotic intuition told her that it was time to move on, there was more fun to be had. Dan's instinct brought her hand down to Michael's belt, ready for the next step. With dexterous fingers, she made short work of Michael's belt, along with the fastener and zipper of his jeans as well. Sure enough, out popped his cock, bright red with excitement. Dan felt a little disappointed, like she had expected more from him. Never the less, she gripped his erection in one hand and pumped down, feeling Michael's body shake in euphoria. Up and down, she continued to beat him off, nearly feeding off of his pleasure. She loved the way he shuddered, as if she controlled his body through his erect joystick. Faster and faster she pumped his cock, until finally Michael moaned, shooting his ejaculate onto Dan's tight cutoff shorts. "What a shame, he came too fast. Maybe he'll learn last longer next time..." Dan thought to herself as Michael flopped back onto the couch. She felt good, having pleasured Michael, pleasuring herself in the process. It's strange, seeing how this turned out. She never though in a million years that she's ever beat off Michael, her best friend... "Oh god, what have I done?" she wondered, leaping off the couch. She noticed Michael's seed splattered on her shorts, and snatched the towel off the cushions, frantically wiping it off. "Hey, what's wrong?" Michael asked, still reclining on this couch, his dick lying limply in the open air. "What's wrong?! This is all wrong! This isn't me!" she hollered, tears welling up. Dan caught Michael's gaze on her bare breasts, and drew her top up in embarrassment. "I- I need to go home!" she bawled, stomping out the door. "Dan, wait! What about your paren-" Michael hollered, cut off by Dan slamming the door behind her. He could hear the sound of her heels as she walked off, the clicks getting farther away with each step. Michael lay back on the couch, zipping his fly. For once, he didn't know what to think. He closed his eyes and drifted off to sleep, waiting for his dreams to keep him company. The weekend was a long and solitary one. Michael spent it by himself, thinking about that Friday afternoon. He thought about how much he enjoyed it, but he quickly found himself embarrassed by his selfishness. After all, what was Dan doing? How was (he?) supposed to return home? What if (he?) had to leave, and live a life on the streets?! Someone might try to take advantage of (her?), and Michael couldn't help but feel responsible. After all, that intimate moment had to be a sign of something, right? Whatever it was, he didn't want to lose it and his best friend. Michael didn't know what he wanted more. On one hand, he's never had a friend who's stuck with him as long as Dan has. On the other, Dan's other self made him feel ways he'd thought he'd never experience. The weekend passed as Monday rolled along. Michael hoped to see Dan in class, but to no avail. His desk remained empty, and Michael assumed the worst. For the rest of his school career, he feared he would be alone. Michael moped through the day, hoping that he'd be able to get over his friend's disappearance. On Tuesday, Michael's grief was lifted away, as Dan showed up in class. What's better is he was his normal self! Good ol' normal Dan! However, Michael couldn't shake the feeling that Dan was avoiding him. Each time he'd try to get his attention, Dan would always look elsewhere. Between classes Dan would lose him in the congested halls, and he was nowhere to be seen during lunch period. Finally in Michael's last class, he constructed an ingenious plan that not even Dan could ignore. He'd write a note to Dan, fold it up into a paper football, and flicked it at his desk when the teacher wasn't looking. It was a foolproof plan! Michael was great at paper football he could go pro, if there was such as thing as a pro paper football league. Michael enacted his plan, scrawling, "Yo Dan, what happened? Want to talk?" in his inelegant handwriting. He creased the note into a perfect triangle and launched it, sending it into a perfect arc as it landed on Dan's desk. "Yes!" Michael whispered to himself, gesturing in victory. "Mr. Lane, do you have something to say to the class?" declaimed the teacher, drawing attention to his antics. "Uh, no sir. I don't. Sorry..." he murmured, shrinking back into his chair. "Mr. Lane, if you're going to goof about in class, it's going to reflect negatively on your already poor parent-teacher conference report this Friday," said the teacher, scolding him. After the snickering of his classmates ceased, Michael glanced back at Dan. Sure enough, he was writing something on Michael's note. He waited for Dan to pass it back, pondering on what he could be writing. 'My family is moving?', 'We can't be friends?', 'I'm dying?!' Anything could happen at this point! While Michael was pondering each and every possibility from the note, Dan flicked the football-note back at him, the note bouncing off of his nose and falling to the desk. "Ow!" whined Michael, unfolding the note. Under his sloppy message lay Dan's, written in bold, serious strokes. "MEET ME AFTER SCHOOL, BEHIND THE PARKING LOT." Well, it was better than him dying from whatever that calculator thing was, so Michael waited. The last class dragged on, lasting for what seemed like hours. Sure enough, the final bell rung and Michael darted out of the classroom, but not before Dan had already disappeared. He collected his things, and left the school, making for the parking lot where they often hung out when the junkyard manager was on the prowl. He walked out to the field behind the lot, and sure enough, there was Dan, leaning on a fence post and looking slightly shaken. "Hey," said Dan sheepishly. "Hey yourself," Retorted Michael. "What the hell is going on? You didn't show up yesterday! Are you alright? You're still you, right?" Dan sighed, standing up from the wooden post. "No man, I'm not alright." "What?" shouted Michael, "You're not dying are you?! I knew that calculator was spewing radioactive shit, I just knew it! Turning into a seriously bodacious milf was just a weird symptom! How long do you have to live?!" "No, no. You've got it all wrong Michael," Said Dan, "I'm not dying, at least I think I'm not. That thing changed me down to my core. Even now I can feel it inside me, waiting to get out." "Wait, what are you talking about?" Michael asked, squatting down on the dry earth. Dan joined him, falling to the ground as well. "You know when you feel the need to cough or something? My transformations are like that. You can hold it in all you want, but it'll just come back stronger, until it overwhelms you and you just can't stop it." "So, you can change at will?" "Not really, no. I can't just activate it, but I can just 'let go'. When I feel the urge, I can just stop holding it in and let it happen. But then I can't change back for a few hours, or until I get it out of my system." "Get what out of your system?" said Michael, puzzled. Dan fidgeted about for a minute, mustering up the courage. "Er, when I change, I'm- ah, really horny, you know?" "Huh? Oh..." said Michael, blushing slightly. "Yeah, I know. Anyways, after I left your place last Friday, I made it back home. Luckily, I nearly exhausted myself running home, and I changed back. I thought it was over, and I was for that day. When I woke up the next morning, I had changed again. I spent the rest of the day hiding from my parents, convincing them I was sick. It was tough disguising my voice as a woman, but they bought it. I spent the weekend figuring out how to control it. I even stayed home Monday to figure this stuff out, so I wouldn't change while in school." "Okay, did you try to find out if we can stop this? What about that big box of gadgets " asked Michael. "Yeah, I did. I went back the junkyard, but it wasn't there. The box was emptied, save for a few useless papers. I even checked the stuff the manager was hocking off to customers, and he had nothing. It's hopeless." "How'd you get into the manager's stuff without him tearing you a new one?" "Er, I don't want to talk about it. Either way, it doesn't look like there's a way to stop this. All I can do now is try to control the changes." "Well, I'm glad you're okay dude," Assured Michael, placing his hand on Dan's shoulder. "I worried about you the whole weekend, like you might have died or got cancer or something. Otherwise, I'd be left alone. That'd suck." The two of them sat there in silence. For a minute, they fidgeted in place, waiting for the other to break the uncomfortable silence. Michael was the first to speak, standing up from the dry earth beneath them. "Well, what now?" he thought aloud, extending a hand to Dan. He took it, hoisting himself off the ground with the help of his friend. "I dunno'. Let's take a walk," said Dan, wandering off into the field. Michael followed, continuing their usual after-school quest to cure boredom. Despite the changes, their friendship was still as strong as ever, perhaps even stronger. Dan didn't want to lose Michael as a valuable friend. Michael, didn't want to lose Dan either, but he also didn't want to lose Dan's "other" side. An hour passed, and the boys found themselves wandering the back lots and fields like they were known to do, talking amongst themselves about their predicament. "So that's it?" said Michael. "Once or twice a week? I'd thought it'd be a bigger problem than that..." "What do you mean?! It is a problem!" Dan replied. "It's just not as bad as I previously thought. I guess it depends on how restless I am, you know? But luckily I've got a contingency plan for when I change." "And what's that?" "A couple blocks from my house are a couple of dive bars. I'll stave off the change until after everyone is in bed, and make my way there. Getting back's the hard part." "Eugh," Choked Michael. He shuddered at the thought of other men gawking at Dan's lascivious alter. If it could be put to a word, jealousy was what he felt. "Anyways, what are you going to do about a name? You've got no I.Ds, so you can do whatever you want." "Well, that's not entirely true. Like how my clothes change, other things appear as well. Purses, handbags, even wallets appear, all with proper I.Ds and such. Although they all still say 'Dan' though. I guess I have to pick a name out for 'her'. I've been thinking of Joan, 'cause my middle name is Jung. Sounds like an appropriate white woman's name, I guess." "Well, shit!" exclaimed Michael. "My mom's name is Joan!" "Small world," Said Dan. "You ready for conferences? Friday's coming up real soon..." "Naw man, I'd skip if I could. I don't think my Mom can even come, and if she could, there'd be nothing good for her to hear. Except P.E. I guess." "Everyone passes P.E. Michael." "Yeah, right..." As Dan droned on about his speculative grades, Michael thought about his predicament. He could just skip out on the conference, but they'd no doubt contact his mother (who he hasn't even told about the conference yet), and there'd be hell to pay. Suddenly, like cogs falling into place, he concocted an idea for him and Dan. "Hey Dan, I've got an idea, one that'll help both of us. Hear me out?" Michael asked. "Shoot," replied Dan. "Alright, so conferences are this Friday, right? My mom's not gonna' be there, but I need a parental guardian to be there at the meeting. That's where you come in. You hold in the transformation until then, and you'll play the part of my mom! They'll be none the wiser! Besides, then you don't have to suck a biker's dirty dick to change back, we can just wait it out after the meeting, what do you say?" Dan thought for a moment, weighting the pros and cons of the proposition. "You sure it'll work? It sure would suck to get caught..." "I'm as sure as I'll ever be. Are you in?" Dan hesitated. "...I guess..." Michael leapt in joy. "Frickin' sweet dude! Thanks, I'm sure it'll work out for both of us!" Not soon after, the boys parted for the night. Days passed, and before they knew it, Friday had arrived. It was the evening, and Dan was leaving the school, accompanied by his parents. They left the building as Dan shifted his gaze, looking for Michael to enact the plan. Sure enough, he spotted Michael leaning against a wall, trying his hardest to be inconspicuous. Dan said goodbye to his parents, and rushed over to him. "Alright, so did you tell them?" asked Michael, keeping an eye out for witnesses. "Yeah, they just think we're having a sleepover at your place, like you said. Nothing more, nothing less," Dan replied, darting behind the corner. "And that's all it is. But first, I've got to finish my parent-teacher conference. Unfortunately, my mom's nowhere to be seen!" Michael's voice was thick with smarm. He nudged Dan, as if to punctuate his obvious statement. "Yeah yeah, I get it, just give me a second," He said, shoving Michael's elbow away. He took a few steps back, as if preparing for something dangerous. He checked his surrounding for any onlookers (there were none), and exhaled, relaxing his strained muscles. As if a great weight was lifted from his shoulders, Dan felt relieved. From Michael's point of view, Dan was changing once again, this time in a totally different fashion. What was once a pained, prolonged transformation was now streamlined. Dan's lanky body gave way to a voluptuous one; it's curves bursting forth from his boyish garb. From within the straining fabric, Michael could see every detail of Dan's shifting body, confirming her new gender through the tightened fabric on her crotch. Dan's shirt was at its limit, and ripped down the chest, sending her mountainous tits bouncing out. Michael couldn't help but stare. "Oh god, you pervert..." Dan growled in a cracking voice, one swiftly transitioning from masculine to feminine. For Dan's sake, Michael clapped his hand over his eyes (but peeked between his fingers). As Dan struggled to keep in her clothes, the transformation aided her by molding it to her ripening body. The tattered shirt and shredded jeans fused together, morphing into a tiger-stripe peplum dress, showing off her deep cleavage and shapely ass. Her sneakers lifted into 5-inch heels, pushing her derriere out even further. Various accessories appeared into existence, like gaudy gold bracelets and an expensive- looking purse. "Ah, that's better," spoke Dan in a mature, womanly voice. Michael released his hands, inspecting the changes. From the neck down, everything seemed in place, but her head had not changed, making her look like a bizarre doll with its head swapped. As Michael pictured that in his head, Dan's face began to arrange itself into a familiar fashion. Plump pouty lips, defined cheekbones, Caucasian eyes, thinner jawline, and a mature aura all formed onto her face, giving her the look of a distinguished milf. Dan's boring boyish hair grew to an expertly coiffed red bob cut, framing her striking features. Finally, proper makeup caked her face, painting her thick lips and darkening her fluttering eyelashes. A pair of gold hoop earring materialized on her ears, ending the changes. "Well, what do you think? Good enough for a conference, hmm?" she cooed, giving a short spin on her lengthy heels. "Dang Dan, that was much quicker than before!" exclaimed Michael. "Now hold on, I'm not Dan. I'm you're dear mother, remember?" She fished through her purse, and extracted a card with a photo of her, 'JOAN LANE' emblazoned below in a feminine scrawl. "It says so on my driver's license." "No shit dude!" said Michael, ecstatic. "You do think you conjured up a car as well?" Joan folder her arms under her heaving breasts and sighed. "No, I don't think so. Looks like we're walking home tonight," She then sauntered off in the direction of the school, her hips mimicking the tick-tock motion of a pendulum. Michael couldn't help but gawk at her backside, a distinct line of her panties pushing through the tight fabric on her full rear. "C'mon Michael, we don't want to miss the conference!" "Coming!" he answered in a tone he usually reserved for his mother. The two traversed the halls of the school, heading to their classroom. As she walked, Joan couldn't help but notice the attention she received from the others. She could feel the scorn of wives as their husbands leered at her, no doubt undressing her in their minds. "If there's an upside to this milf thing, this is it," Thought Joan, traipsing down the hall with her hands on her swaying hips. "It looks like we may be the last ones here," exclaimed Michael, "Everyone else must be finished..." "Oh, you're right!" Joan said, snapping back to attention. By the looks of it, they may have been the last people in the entire school, save for a few teachers (but even they were ready to head home). The two approached their teacher's room, peeking in through a crack in the door. They caught the teacher's eye, who recognized Michael's face. "Ah, Michael. You're just in time. Come on in, we'll make this quick." The two of them sheepishly walked in. The moment Joan stepped around the corner, she could see the teacher's face turn beet red. She could practically feel his eyes embedded in her deep cleavage. Surprisingly, Joan had never noticed how handsome he actually was. Granted, before he'd been a freshman who'd never taken the time to admire his male educators, but that was beside the point. He was young, fit, and just her type. In that moment, Joan's instincts kicked in, and she knew exactly what to do. The two sat down in the desks, the seat hardly fit for a woman as voluptuous as Joan. "There's a lot of stuff to note here, where shall we start, Mrs..." he said, his eyes darting to Joan's hand, noting the absence of a ring "- er, Miss Lane?" "Oh, just call me Joan," she said, playing with her hair. Michael gave her an odd look, to which Joan replied with quick jab from her heel. "Um, alright. Anyways, allow me to go through Michael's report. In short, he doesn't apply himself at all..." For several minutes, the teacher droned on about Michael's curricular failings. Although there were some positive points, they were few and far between. As he prattled on, Joan would do little things to get his attention. It started off as innocent, flirty gestures, like a wink or a grin, but then soon moved to more tantalizing gestures. She would do things like adjust her blouse for a better view of her tits, or alternating her crossed legs in an extra-slow, voyeuristic fashion. Her lure worked like a charm. Each time she moved, the teacher stuttered, wiping away beads of sweat from his forehead. "Eh, I hope I've made myself clear. Michael's slacking off is hindering what could be a successful school career," The teacher said, mustering all he can to divert his stare from Joan's spacious chest. Joan sighed, wiggling her massive ass out of the constrictive desk. She leaned over to Michael, a bit to close for his comfort. "Michael, sweety, could you leave the room for a sec? I'd like to have a private word with your teacher..." she said. "Erm... okay," He muttered, heading to the door. "This wasn't in the plan, was it?" he thought, turning back to Joan. He made a concerned face at her, only to be shooed away with a playful gesture. He disappeared behind the door, darting behind the corner. Crawling on all fours, he approached the door once more, pressing his ear to its cool wooden surface. A few teachers walked passed, peering at the eavesdropping boy. Michael didn't mind, he didn't care what the faculty thought of him anyways. Meanwhile, on the other side of the door, Joan was approaching the teacher, adding an extra swing to her sultry gait. "I don't mean to undermine your work, but I think that maybe you should go easy on poor old Michael..." she said in a sensuous voice. "Uh- what do you mean...?" he said, backing up slightly. He began sweating again, dabbing at his glistening forehead as she traipsed towards him. Joan moved closer to him, her breasts nearly an inch from his torso. She looked him in the eyes as a blush ran through his face. "The fact of the matter, I'm just not around for him enough. As a single mother, I struggle to take care of him, and he just doesn't have a father figure to motivate him..." she cooed, trailing her expertly manicured nails around his waist "...you know?" "Ah- it's not just that, he can't seem to concentrate on his classes, he's always fiddling with something or other in his desk," He said, backing up against a wall. She was so close to him, he could feel the heat radiating from her salacious body. Beneath his slacks, he could feel blood rushing through his groin, engorging his member. He hoped to god that Joan wouldn't notice, or else he could end up in hot water. Unfortunately for him, Joan did notice. Everything was going according to her plan. She noticed that she was feeling quite hot as well, like the day she first transformed with Michael. Luckily, she had a few more tricks up her sleeve to ensure his complete arousal. "Fiddling with stuff?" Joan pondered, backing off a few steps. She could practically feel the teacher's muscles relax as he regained his personal space. "Do you think he keeps them at his desk?" "Er, I'm not sure? Maybe he does..." he pondered, walking over to Michael's desk as Joan follows. "Here it is. I doubt there's anything in there. They change classes between periods," Joan passed by him, peering into the desk. "Ah! I think I see something in here..." she exclaimed in a voice lacking any subtly. She bent down at the waist, and reached into the desk, rummaging for nothing in particular. Meanwhile, as she bowed over, her short skirt ascended up her back, giving the teacher a choice view of her round ass, clothed in lacy black panties. He didn't think he could be any more aroused, his erection proudly presenting itself through his slacks. Just then, Joan gave a slight push from he desk, stepping backwards. "Oops!" she said in a saccharine voice. Behind her, she felt a hard object squish between her thick butt cheeks. Gazing back, she saw a shocked teacher with his erect member grinding against her rear through his pants. Just as she'd planned. "Oh, you're quite feisty, aren't you...?" Joan said in a smarmy, yet sensual tone. "Er, I- uh...!" he stammered, backing away from her. "Oh come on now..." she cooed, sitting on the desk's surface. She spread her legs apart, inviting him forth. "Teach me something I don't know..." Joan hooked her legs around the teacher's, drawing him closer to her until their bodies were mashed together. Joan embraced him, pulling him into a deep kiss. At first, he struggled against her. However, within moments he was like putty between Joan's fingers. Her tongue slid around his mouth, savoring the taste of his saliva as the teacher replied by sucking on Joan's plump, moist lips. The teacher's hands slid up and down her body, teasing her nipples and squeezing her ass. The warmness from before peaked within her body, becoming an erotic moistness from within her groin. Luckily for Joan, could feel his erection rubbing up against her between her legs. Something inside Joan was telling her to take this further, and she couldn't agree more. With a gentle shove, she pushed the teacher back, separating their mouths from each other. A gentle bridge of saliva hung from their mouths, dropping further as they parted. Joan hopped down from the desk, her tits nearly falling out of her dress. Joan gave the teacher an inviting gaze as she turned around. Slipping her hands up her dress, and pulling down her panties, allowing them to drop around her ankles. Spreading her legs, Joan bent over the desk as her Skirt hiked back up her rear, exposing it in its full majesty. "Oh teacher, I'm sorry that I've been naughty..." she moaned sensually. "It looks like you're going to punish me..." Joan doubted that he would join in on this whole student-teaching thing, but there's no way he could refuse a proposition like that. Sure enough, she could hear him fumbling with his belt behind her. A moment passed, with only the sound of moving fabric between them. Then, nearly startling her, the teacher placed his hands on Joan's wide hips, and inserted himself. "Oh god!" she gasped as she felt his erection enter her. If Joan thought her and Michael's interaction was good, it was nothing compared to this. She couldn't help but moan as the teacher drove his thick cock in and out of her vagina, sending shocks of pleasure throughout her whole body. Each time she felt his pelvis slap her spacious ass, she could feel herself slip away into ecstasy only to be brought back by the next thrust. Meanwhile, Michael continued to eavesdrop, his breath collecting on the door's shiny surface. From the other side, he could hear Joan's husky milf voice gasping and moaning, along with frantic grunts of his teacher. His heart sank. "That could have been me!" he thought. He felt bad for having an ulterior motive to this whole scheme, but it couldn't be helped. He wanted Joan in every way possible, and he didn't want her screwing every Tom, Dick and Harry down the street. Quietly, Michael cracked the door, observing the two in their coitus. The teacher had reached over and begun fondling Joan's breasts. He sunk his hands into her fleshy tits, tugging on her plump nipples. By the looks of it, Joan was going insane. Each time he pinched, she would spasm. After a minute or two he pulled out, although Joan wasn't finished. She pushed the teacher into the empty chair and leapt onto him. To say that Joan thirsted for this was an understatement. Right now, she lived to have a cock in her pussy. For once, she didn't think of who she used to be, the little Korean kid who came under strange circumstances. All she knew right now was that she was Joan Lane, and she wasn't finished having her way with the teacher. She lowered herself onto his still throbbing erection, savoring every inch inside her. She bobbed her hips up and down on his groin, feeling him nearly reach her womb. "Ah, I'm almost- ahh!" the teacher moaned, gripping onto Joan's hips. She knew what he meant, feeling his dick twitch within her. She then increased her tempo, taking advantage of every last moment of his stiff member. Faster and faster she moved her hips, nearly every part of her body jiggling about. She tweaked her clit, increasing the sensations further. More and more, their pleasure climbed until the teacher was at his limits. Joan instinctively lifted off of him just as he reached his final moments of ecstasy. Just as Joan stood, the teacher blew his load, droplets of semen falling onto Joan's bare breasts. "Oh, now look what you've done," she scolded, walking over to her purse. She dabbed the semen up with a spare tissue, and tossed it aside. "Oh my god, that was great..." said the teacher, fatigued from their coitus. Joan bent over, slipping her panties on, lowering her dress, and covering her breasts. She collected her things and made her way to the door. "So, could you go easy on him? Michael, I mean," she said to the teacher. He responded with a simple 'thumbs up', before going limp in his chair. Satisfied, Joan left the room, bumping into Michael on the other side. "Oh, sorry honey! I didn't see you there!" she said, bringing him into a hug. Michael found himself face-first into her cleavage. Between her breasts he could smell the sour scent of sweat and sex. Joan could feel Michael's own erection against her leg. Both of them felt fairly confused. Michael was the first to break the awkward hug, pushing away from her. "What's wrong Michael?" asked Joan in a motherly tone. "It's nothing," Michael pouted, walking down the hall. Joan followed him. "Look, Michael. I'm sorry. I knew what you were expecting, but I couldn't help myself. I'm sorry if I let you down." Michael tried to stay angry with her, the image of her fucking his teacher still stirring in his mind. However, her soothing words pacified his angsty demeanor. There was something about her that was calming. He dropped his fists, turning to her. "Eh, it's nothing. C'mon, let's go home 'Mom'," he says, taking her hand. They left the school, walking side by side. The past week may have changed a lot for the boys, but one thing is for sure. Boredom wouldn't be a problem anymore. The End.