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Chapter 2

Janis was tossing in her bed. While she was fully asleep, her dreams were far from restful. In the dreamscape the young woman moaned. She was surrounded by swirling mist, all Janis could see were hands, women's hands, stroking and teasing her cock. Janis couldn't move, other than hugging her own nude form tightly.

"Doesn't that feel so good?" A low sensuous voice whispered in her ear. "So much better than a pussy, isn't it?"

Janis shuddered as she felt a finger tease the tip of her cock. "I…I-"

“You love how it feels, even just having a cock. The way it stands at attention, the weight of your balls hanging down." the voice cooed into her ear as a hand cupped her balls. “And then, there's how it feels being stroked, licked, kissed."

Janis let out a whimper and held herself tighter.

"You loved cock before all of this, but now that you have one you just love it all the more. The scent, the texture, the taste…You want it and you want it badly. No wonder you enjoyed giving Sarah a nice big thick cock."

Janis shook her head quickly. "I didn't mean to…"

“How did it feel, hmm? Having the power to make a woman exactly what you want, what you need." The voice laughed. "And you know she enjoyed it, you can't fake a cock orgasm, unlike you used to do."

Her eyes went wide. "How do you…Stop! That's not-"

"Isn't it so much sweater to hear a woman moan and coo when you go down on her? Not to mention grabbing them by those nice hips and pushing in deep. The power you feel claiming an ass is almost as good as the feeling of just fucking them."

The hand stroking Janis squeezed her shaft firmly, drawing another moan from her.

"Admit it, a cock is just so superior to a pussy. This feels so good, doesn't it, having your cock stroked, sucked, buried to the balls in a nice tight ass." The voice giggled. "Every woman should get to experience this, don't you think?"

"Oh fuck!" Janis bucked her hips forward as she finally came.

"Yes, let's fuck all the pretty girls and suck their big fat cocks."

Janis just let out a whimpering moan. The dream ended and her eyes snapped open to the waking world. Immediately Janis could feel her damp sheets. Apparently her climax was more than just a dream.

Janis quickly moved to get out of bed. Knowing her sheets already were a lost cause, she wiped the cum off her half hard cock with them. The redhead sighed as she stripped down her bed. The dream was still lingering in her mind. She stopped in front of her mirror and stared at her body. She seemed to have filled out even more while she slept. Her breasts and hips made her almost a different woman, if she was still a woman with a porn star sized cock and balls hanging between her legs.

Her eyes were drawn to the locket set in her chest. When she brushed her fingers against it it was warm to the touch. She wasn't sure, but it felt like the locket had sunk into her chest slightly over night.

I need to get this thing off of me…somehow. Janis pulled on the locket, but it was as firmly attached as her nipples. Damn it, I'll just get dressed. God, what can I even wear? Janis thought as she ran her hands down over her body. Back in high school I always wanted tits and ass. Now, I'm not so sure.

She dug through her drawers and found a pair of baggy sweat pants and an oversized t-shirt. Of course once she pulled them on they were hardly oversized anymore, but at least she could go out in public to find some new clothes, hopefully.

***

The morning sunlight poured through Sarah's bedroom window. She apparently forgot to close the curtain before passing out. Sarah grumbled and closed her eyes tightly shut, but the sun would not let her rest. With a groan she started to stir in her bed. As her legs shifted, Sarah felt the new addition between them. She was confused at first, initially writing off her blurry memories as just dreams. However the sensation of her new cock tenting her sheets snapped Sarah fully awake.

“Holy shit!" she gasped as she threw back her sheets.

Apparently Sarah had gone to bed naked, as her entire body was on full display. But that didn't matter to her, what mattered was the massive ten-inch cock where her pussy used to be. Sarah didn't need to touch it to know it was real, she could feel it almost throbbing

Breath deep…don't touch it…morning wood just goes away…that's what Steve used to say anyway… Sarah thought to herself. The fuck am I even thinking? I'm not even a woman anymore! I'm some kind of freak! This can't be happening! She hyperventilated until she almost passed back out. Laying flat on her bed she stared at the ceiling. This is impossible, these things don't just happen. How could it even happen? Is this just some waking nightmare because of the freaky place under the warehouse? Sarah pinched her arm hard and flinched. No, I'm awake. Fuck.

She felt the throbbing in her cock start to slow as the morning erection began to slowly fade. This gave the scared woman a bit more clarity on the situation.

I don't know how she did it, but somehow Janis did this to me. She somehow sucked a dick out of me. Then she popped my anal cherry. Her hole twitched as she remembered how it felt. And there I was begging for it like some kind of slut. It was like I was drunk or something, even though I barely had a glass of wine. It was more than just changing me physically, it was like Janis had some kind of power over me.

As Sarah reflected on last night she flushed red as she remembered more and more details. Her embarrassment started to shift towards anger as she realized who's fault this all was.

Once this thing is down, I'm going to ask Janis just what the hell she did to me! Sarah scowled as she sat up on her bed. Where is my robe?"

***

Janis stared into the open refrigerator. She felt hungry, but nothing inside was appealing to her. She was the kind of person who wanted a proper breakfast after a night of sex. A yogurt and a bowl of cereal wasn't going to fill the hole in her stomach. Janis was reaching for the carton of orange juice when she heard Sarah's bedroom door open.

Sarah saw Janis look up from the fridge and she couldn't help glaring at her roommate. Janis slowly stood up with the juice carton in her hand. She had a deer in the headlights look about her. Sarah was a little shocked that her once rail thin friend was now rocking a hot curvy mom look, but she pushed past that as she marched into the kitchen.

"What did you do to me last night?" She said, giving the belt on her robe a tug to make sure it stayed closed.

"I didn't…I mean, I didn't mean to." Janis said, looking away.

"You didn't mean to? Damn it, Janis! You made me grow a cock!" she pointed down to the bulge of her flaccid cock and balls in the front of her robe. “And not just a cock, a fucking porn-star-pussy-destroyer one!"

Janis flinched. She wasn't one for conflict. She just wanted Sarah to calm down so they could figure it out.

"Sarah, calm down." Janis blinked, she could swear she sounded just like her mother for a moment. "You're not the only one who grew one last night."

"Yeah…I know," Sarah felt a little strange, maybe it was just the memory of getting her ass railed last night, and how good it had felt.

"So, let's just take some deep breaths and relax." Janis placed the juice on the table and slowly walked towards the blonde.

"I, ah…" Sarah felt a tingle in her cock as she watched Janis approach. Oh fuck, not now…go down!

Janis looked down and could see her roommate's cock starting to stir. Without even realizing it she licked her lips. She placed her hand over Sarah's cock and let out a sigh.

"You know, it does feel good, right?"

"Janis? What are you doing?" She wanted to move but felt rooted to the spot.

"I mean, We already have them, right?" she untied the belt of The blonde's robe. "and fuck, we're bigger than any guy I ever dated."

"Yeah…wait, what are you-"

Janis wrapped her hand around the half hard cock. Her warm hand only made Sarah grow harder.

"This feels so good, doesn't it?" She started to stroke the shaft slowly. "The longer I have one and experience it, the less I miss my pussy. It feels so good even just stroking it like this."

"I-I guess…fuck your hand feels good…"

"It's so much fun to make a cock grow long and stiff, so much more dramatic than just getting wet."

Sarah said nothing, but she did reach out and grab her by the shoulders.

"And then there's the power. To fuck rather than just be fucked. It felt so good taking your ass last night. Don't you want to do the same thing?"

"M-maybe…"

"You totally want to, I can tell. Oh, it feels so good, doesn't it? Coming from an ass-fuck; did you ever cum from just getting your pussy railed? I haven't. You loved it last night, right? I know you did because it's honest, you can't fake an orgasm with a cock. And you came so hard from my cock stroking against your prostate. How do guys not want to be pegged all the time?

The memories of the previous night, and the way she begged for it came flooding back into Sarah's mind. Janis' hands squeezed the shaft pulling a loud moan from her lips.

“St-stop I'm gona-"

“That's right, I want you to cum and remember how good it feels!" Janis' hand moved faster, turning slightly as she stroked.

As she worked the shaft, it pulsed, and started to grow even larger and thicker. Down below Sarah's balls swelled to match the increased shaft. She bit her lip and dug her nails into Janis's shoulders as she reached her peak. Letting out a loud moan, her load blasted out from her cock. They both watched in awe as thick heavy ropes shot out and landed on the kitchen floor. It was like a fire hose shooting off. Janis squeezed out the last drops with her hand before she seemed to snap back to herself.

“I, uh, whoa…shit, that's crazy…" Janis managed to sputter out. Good work…you know she loved it… She wasn't sure if that was her own thoughts or someone else and felt a shiver go down her spine.

Sarah was panting. She kept looking back and forth between the mess and her softening cock. She eventually looked over to Janis who was just standing there with a slightly embarrassed look on her face.

“God…I need some coffee after all this shit." she said as she tried to close her robe.

“Yeah…and some food." Janis sighed.

At the mention of food, Sarah's stomach grumbled. “Yeah, food would be good."

“How about we hit up the diner?" Janis offered. “I don't think there's much in the kitchen for a proper breakfast."

“Yeah, that's fine." Sarah looked back to the mess. “Since it's your fault, you can clean up the floor. I'll go get dressed."

“Yeah, that's fair." Janis looked down at the floor. What do I even use to clean up semen?

She looked down to her hand, sticky with Sarah's cum. She stared at it for a moment before licking it clean with her tongue.

***

Cal's Diner was just two blocks from the apartment so the pair walked there. Normally they would have a conversation on the trip, but this morning they walked in silence. Janice was still in her sweats and t-shirt, but added a hoodie to help hide the fact she was going braless for the time being. Sarah opted for a skirt, hoping it would hide her new equipment. In place of panties, she was wearing a pair of jogging shorts. It was the only thing she could find close to underwear that could handle her cock and balls, even at rest.

It was late morning, long past the breakfast rush and they were quickly seated at a booth. They took a little time getting comfortable with their new equipment between their legs. They barely had time to open the menus before their server approached them.

“Morning ladies, I'm Kristin, I'll be taking care of you today. Can I start you off with anything to drink?"

Kristin looked to be about Janis' age. She had her long brunette hair pulled back in a simple ponytail. The waitress was wearing a white polo shirt and black slacks along with an apron. She had big brown eyes and a beautiful smile. Janis couldn't help smiling back.

“C-coffee, please." Janis almost tripped over her own words.

Kristin had a nice body. Average height with a generous chest and a very nice ass. An ass Janice watched as she walked away to get their coffees.

You know what would make her even hotter? A nice thick cock right up front.

Janis held up the menu to her face and closed her eyes. No! Shut up!

The voice giggled. We can show her the joys of having a cock, just like Sarah. Isn't it only right that we share the gift? I bet she will moan so sweetly as you bob your head on her new cock…

Janis was still fighting with the voice in her head when Kristin returned with their coffee.

“Are you ladies ready to order, or do you need a minute?"

“I'm ready." Sarah said, laying down her menu. “I'll take the Big Boy Breakfast," she smiled sheepishly, “I'm so hungry right now."

“Don't worry about it, sometimes a big breakfast is just what we need. And you?" she asked, turning slightly towards Janis.

“I-uh…" Janis kept looking back and forth between the waitress and the menu. She couldn't help licking her lips, but managed to keep herself mostly under control.

How about you, covered in syrup? I'd love to nibble on your sausage all day long…

“I'll just have the two eggs with bacon."

Come on, just flirt with her a little, you know you want to. Then we can bring her back home and have a nice little party…

“You got it. I'll put those right in for you."

As Janis handed her menu back to the waitress she couldn't help brushing her hand slightly against Kristin. The waitress said nothing about the accidental contact as she smiled and walked away.

Sarah noticed the strange look on her roommate's face and leaned in closer. “Are you ok?"

“Yeah, I guess. As ok as I can be, I think." She started to add cream and sugar to her coffee. “So…what did you think of our waitress?"

Sarah looked up from stirring her coffee. “Hmm, she seemed nice, I guess." she shrugged her shoulders slightly.

“Yeah, nice…" Janis said into her mug of coffee.

Sarah was quiet, taking a sip of her coffee before speaking. “I feel there is something more you want to say there."

“It's just…" The redhead shifted her legs under the table as she started to get hard thinking about their server. “I can't help noticing, ah, women all of a sudden."

Sarah raised an eyebrow. “So, it's not just me then?"

Janis blushed deeply and did her best to hide behind her mug. However, focusing on her coffee let something else slip into her mind.

All women should get to experience this, not just your friends, don't be greedy… the voice teased.

Janis was glad the table hid her erection from Sarah and the rest of the diner. She just prayed it would go down by the time they finished breakfast.

“I guess I can't really hold that against you. I'm sort of noticing the same thing." The blonde shook her head slightly. “I never even kissed a girl before last night."

“Yeah, same here. But we did a hell of a lot more than just kiss."

“Don't remind me." Sarah said as she shifted in her seat, trying to adjust herself. “The last thing I need right now is to think about sex."

Janis just nodded and focused on sipping her coffee. When Kristin returned with their food, Janis couldn't help but smile.

“Thank you, sweetie." she said before she could catch herself.

Luckily, Kristin just chuckled. “Hey now, I'm the waitress, that's my line."

Janis did her best to just laugh it off, pushing back the urge to flirt.

“Hey, were you trying to hit on her?" Sarah asked after she had left.

“No, I mean, I wasn't trying to…" she quickly shoved a piece of bacon in her mouth so she wouldn't have to talk.

***

Kristin sighed as she counted up her tips for her shift. Overall it had been a fairly uneventful, if long, shift. The most notable thing that had happened was getting called sweetie by that redhead woman. At least the pair of women had tipped well, and they were cute too. With her money counted and after confirming her schedule for the next day Kristin clocked out and headed home. She had ended up working a double since another server had called in sick. The extra money was welcomed, but she was looking forward to some dinner and TV before getting some sleep. Even though Kristin was looking forward to a good night's rest, she didn't feel overly tired for once.

After a quick shower to wash off the smell of the diner, and an even quicker meal cooked in her microwave, Kristin sat down on a battered but comfy couch and switched on her TV. The young woman was just wearing panties and a tank top with her still damp hair hanging loose over her shoulders. She flicked around looking for something to watch. Kristin wasn't looking for anything to really stimulate her, just something to veg-out and relax with. She sipped a soda as she skipped through the channels looking for the perfect show to relax to.

A commercial was running on her current stop, so she took that opportunity to finish what was left of her meal. When the break ended and the show started back up, Kristin blinked at the screen. It was an old show from a decade or two ago. In it, a bunch of girls in bikinis competed in a fairly degrading obstacle course for prizes. At first she was reaching for the remote, junk TV was one thing but this was just raunchy garbage. But then this tan blond in a bikini that just barely kept her breasts TV safe ran towards the camera. Of course, the editor decided this was the perfect place to utilize some slow motion.

Kristin was transfixed at her TV watching the endowed woman's breasts bounce and sway. She felt a tingle shoot down her spine. Kristin wasn't open about it, but she was bi and did find women attractive, like that cute redhead she served that morning. However, Kristin had never been turned on by a raunchy show before. As she was trying to figure out why this was hitting her so hard, a strange sensation in her panties started to pulse. Kristin felt herself getting aroused, but this was something more. She felt a pressure of some sorts coming from her sex. Kristin not only wanted, but needed to touch herself.

She glanced over to the blinds covering the windows to her apartment. They were shut as she hadn't bothered to open them in the morning. Kristin bit her lip, debating what she should do for a moment longer before giving in and pushing down her panties. As soon as they were down around her ankles, Kristin was running her fingers over her wet slit and teasing her clit. She jilled-off to the bikini girls as they bounced, slid, and got soaking wet. But Kristin couldn't really get off. It felt as good as it always did, but it somehow wasn't enough for her.

Oh god! Come on! She pulled off her tank top to squeeze and pull on her stiff nipples. I just want to cum! Fuck why can't I just hit? I need to cum now!

At that moment Kristin felt another shiver go through her body, and then focused on her clit. She focused her attention on the already stiff nub and felt something new wash over her. It was as if all the playing with herself before had just been foreplay. Kristin moaned loudly, and closed her eyes.

“Fuck! That feels so good…" She started to stroke her clit with her forefinger and thumb, not even realizing it had already doubled in length.

Kristin focused her efforts entirely on her clit as it slowly grew with each stroke and squeeze. It was as if she was on autopilot. Not missing a beat, she gripped the growing shaft once it was long and thick enough to wrap her hand around. Bit by bit Kristin's clit changed shape. More than just growing longer and thicker it slowly started to resemble a cock, a glans forming at the tip while large veins popped out along the side. She didn't notice her labia slowly fusing together and closing up her pussy.

Kristin moaned loudly as she felt something churning inside her gut. The sensations were so strange but felt so good and so right somehow she didn't stop stroking her fledgling cock. Precum started to leak from the tip of her cock as her balls forced themselves into position. They felt so heavy and good. It now took both of her hands to stroke her thick cock.

It was so long that the head was now brushing against her breasts. She looked down at her cock as she stroked it. The sight of it slick with her own pre made Kristin lick her lips. She wanted a cock in her mouth so badly right now. She leaned down, the scent of her cock enticing her further. She reached out with the tip of her tongue first and let out a moan at the sensation. After a few more tentative licks, Kristin leaned forward enough to take the head of her cock into her mouth.

She moaned around the meat in her mouth, still pumping the shaft with her hands while she sucked. It felt amazing and she was so lost in the bliss she didn't feel what was coming next. Like a tidal wave, the orgasm crashed through her body. The cock popped out of her mouth as she cried out louder than she ever had for her pussy.

Her face and chest were quickly splattered with her first load. Kristin squeezed her cock tightly as the pulses of cum slowed to a dribble. As the aftershocks slowly faded, a bit of post-nut clarity started to come over Kristin. She looked down at her body, covered in cum, her cum, and with a dick far larger than anything she had ever seen.

“Oh my god…" her voice was barely a whisper.

She wiped a bit of cum from her face with her hand, then reached down to poke her cock slightly with a finger, as if to prove it was real.

What the hell just happened…How did I…And so big! Why does it feel so good? Her mind whirled as she breathed heavily on her couch.

All Kristin could do was stare at her transformed body. She was too shocked to clean up or even inspect her new equipment.

What am I going to do… she thought as the show ended and the credits began to play.

***

Janis was on her knees in between Sarah's knees as her roommate lounged on the couch. The redhead was slowly licking the massive cock from the root to the tip, ending each pass with a tender kiss on the glans. Unexpectedly, Janis felt a tingle from the locket on her chest. She pulled up from Sarah's cock and placed her hand on the locket that was embedded in her. Janis looked around, feeling something was off, but having no idea what it could be..

“H-hey, don't stop now…" Sarah said in a breathy voice as she looked down at her roommate.

“Sorry, I just felt something…never mind." Janis smiled warmly and reached out to fondle Sarah's heavy balls gently. “I have more important things right now to worry about." With that she slowly started to lick Sarah's shaft again.

_____________________________________________

Characters and setting are property of the commissioner

Written by Syntaxerror37

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