As I went back to my apartment, I was in the tomboy look, but I didn’t dress myself up to stand out. It was only 10 or so in the morning. I went inside my apartment and passed out for a couple of hours. As I slept, my body remorphed into my original form ( I haven’t figured out why this doesn’t happen after I had fucked somebody and stayed the night, but I don’t want that to change).

When I wake up, I thought to myself, “Tonight, it’s my turn to fuck somebody”. As I was thinking this, a person popped into my mind. This person, a girl, is one of my closest friends and one of the few people I told about what I can do and she has always has been intrigued about messing around. I called her up, told her what I wanted to do, she said, “yea sure”. My question for her was, how did she want to do this. She said, “Surprise me”. As she said that, I got really horny. When she finally hung up, I got in front of the mirror and started to shift around.

The stock me was 6’ even, toned muscles, a six pack, and a 6.5” dick. She said to surprise her so that’s what I’m gonna do. The first thing that came to mind was lesbian. So my tight chest began to expand out ward with two flesh sacks. I let them grow to about an ‘E’ cup. My cock began to shrink and invert into a pussy. My face became soft and my hair grew out to mid back and turned a chocolate brown. As I looked in the mirror, I looked stunning, and naturally I wanted to go masturbate to my new body. I walked to my closet and pulled out a big vibrating dildo and went to my bed. It was about 10” long and 6” round, a bit bigger from the real cock from last night, but tonight I could make my pussy a little bigger to fit it in. But I first finger-blasted myself until I got really wet. I started with one finger and it quickly went to two, and my other hand was groping my big tit.

Before I put the dildo in, I started think of a surprise and started to grow out my dick until it was the size of the dildo. So I was going to go shemale on her. At first I grew it out long, I wanted to tittie fuck myself while I sucked my own dick. By the time I got it to my mouth, it was as big as what a horse would have. I put my massive dick in-between my massive mammaries and put the head inside my mouth. I got really into sucking myself off, it was like doing crunches. I would push my tits against my shaft and squeeze my nipples as hard as I could. I was in sexual paradise! All my senses were in overdrive, that’s probably why I didn’t realize what was going on with my body. When I finally blew my load into my mouth, it was like a gallon of warm milk was dumped into my mouth. As I gagged on what was in my mouth, I realized the head of my dick changed shape and my shaft was covered in horse hair. Then as I went to stand, my dick slid into a pocket that formed on my stomach and my nuts were the size of grapefruits. I also noticed that I was significantly taller, maybe eight feet tall, but I didn’t want to think about that.

All I wanted to know was what happened, how do I change back, and how did it happen. I started to think of my stock self, and eventually I returned to my original form. I was thinking to myself that I have done that before, shemale self sucking, but why did I start to turn into a horse. I put it to the back of mind, needed to focus on tonight. I knew what I was going to do with my friend, and not a moment too soon. She came over early. When I opened the door, she said, “that’s the surprise?” I said to her, “it’s coming later, lets get some food.” When we got back, I told her to get ready. I saw her go to the bed and start taking off her clothes. She was beautiful. Her body was amazing, 5’9”, flowing black hair, perfect ‘C’ tits, and an ass that was indescribably. But the best part of her was two fold, her legs and her face. Her eyes in particular, I could get lost in them for days. She saw me staring and told me to get a move on in a very seductive way.

So I went into the bathroom, went to the form I morphed into earlier and put on a bath robe and walked into the bedroom. Was she surprised to see a girl to come in. She was thinking of a ripped guy with a 10” cock. At least she got part of it right. It was hard to hide my hard-on with her spread out on the bed. I crawled up right next to her and gave her a passionate kiss. She went for my robe to take it off, but I over powered her and kept it on a little longer. As we kissed, my hand found her tit and her hand went through the slit in the robe to mine. That’s when she pulled the robe off to see the raging boner I had. That’s when she figured out the whole surprise. She backed off a minute then realized she asked for a surprise, so she went down on me and started to suck my prick. After an amazing blow job, it was my turn. I went down on her and let my tongue grow a bit and it probed her pussy like a navigator in virgin waters. When she finally came, she wanted me inside her. I picked her up and moved her further on the bed and I went to position to penetrate.

My cock teased her a bit, going around the lips, then I started putting pressure on the entrance. It started to go in and she screamed in pleasure from the size of it. When I finally got all the way in, she looked at me and I said, “surprise!” I morphed a bit to become taller and I picked her up and I held her while I fucked her. Both our tits bouncing, our lips locked in passionate kissing. After a bit of that, I put her back on the bed and pulled out. I laid down with my cock at attention and she got on top with her back to me. She began to sit on my dick and she started to spaz a bit, she was coming again but I was still going. When she regained her composure, she started to ride me and grinded my dick. She was loving it, and so was I. She laid back, I grabbed her tits, and started playing with her nipples. She turned around, now she was facing me, came in close, and while she was bucking her hips, she grabbed my tits and squeezed my sensitive nipples.

That’s when I came. Lucky for me, I had put on a condom as we started. When my limp dick finally came out, it was like something was leaking out of her. Oh wait, it was my fucking that made her sloppily wet. She moved up the bed, wrapped her arms around me, I did the same, and we had a passionate kiss. We stayed in each other’s arms all night. The next morning when she woke up, she started to give me a blow job, I pretended like I didn’t notice, and as soon as I was hard, we were at it again. At first she was on top, then I flipped us over and pinned her down. I started moving my hips slow, then I picked up the rhythm until I was pounding her twat and my balls were banging her gooch. She wrestled one of her arms free and pulled me down. We were kissing, and I was bucking. She came before me, and I filled her up. When we finally finished, we went to the bathroom and took a shower together. But this time, I pulled my dick in and formed a vagina. As we washed each other, we would make out. When she soaped me up, she dropped the soap and started to finger me, one finger, two finger, pretty soon, it was all her fingers, then something unexpected. She started to fist me.

What a feeling this was. It was like five little dicks playing around in my pussy. She felt me contract and pulled out her fingers and started to eat me out. I came all over her face. She had all the fun in the shower. When we finally got out, I made breakfast, she stared at me, I stared at the food and her. I didn’t want the food to burn. After breakfast, I reverted back to my original form, lead to the door, and she gave me a passionate kiss goodbye. She said that next time we should go camping. I said sure and slowly closed the door as she went down the hall.

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