Loud music thumped repetitively throughout the club while lights flashed and spun and pulsed. The center of the club was full of couples and single people dancing and grinding against each other. Booths, couches and bar stools lined the walls. The DJ stood above all of them on a platform off to the side of the room, nodding and dancing in place while he adjusted settings on the large board in front of him.



"I can't believe I let you talk me into this," Jeremy said. The young man was dressed in blue jeans and a plain black polo shirt. "I'm going to starve this week just from paying the damn cover!"



"Relax!" Todd yelled over the music. Like his friend, he had on blue jeans but wore a faded t-shirt with the word 'STUD' above a large stallion overlooking several mares. Jeremy hated the shirt but had long given up trying to get his friend to get rid of it. "That's the whole point, man! To relax!"



"Finals are Friday! Are you going to pass?" Jeremy asked nervously, glancing around the dance floor. He pushed his glasses up and squeezed the bridge of his nose. The sound seemed to dig deep into his brain. "I'm worried!"



"Exactly!" Todd said. He thumped his fingers against his thigh in time to the beat. He caught a girl bouncing her butt back against another girl, both of them dissolving into laughter. Todd leered at them.



"I have three dollars, man," Jeremy continued. He sighed at the sudden lull in music. It felt wonderful. "Three. Dollars. And you know I'm not good at... at... this. All of this."



"I've got us covered," Todd said, eyes tracking all the women dancing around the club.



"How?" Jeremy asked. "Dude, you're terrible with money. If your parents didn't send you care packages, you'd die."



Todd sighed dramatically, rolling his eyes back. "Watch and learn, man. Watch and learn."



The young man stood, dancing a few steps when the music came back on. He made his way through the crowds, brushing up against a few women along the way. The smell was intoxicating. Alcohol and sweat and perfume and raging hormones. His cock throbbed painfully in his jeans. A crowd of people stood around the bar, waiting on their drinks. The bar itself was a dark, glossy brown surrounded by a thick copper pipe.



Standing back, Todd waited. Two women and a young man approached and the girls called out their drink order: a local amber beer. The man ordered a whiskey and then said something to the girls. They laughed and nodded and left, disappearing back into the crowd. Todd turned to watch them go as the man lifted one finger towards the bartender. When Todd turned back, the bartender was nodding and pocketing a $100 bill. The other man walked away towards the bathroom.



Todd stepped closer to the bar and waited, watching the bathroom. The bartender came back with two large glasses in his hand, setting them down before snatching a tumbler to fill with a random, nearly empty whiskey bottle.



"A hard cider!" Todd yelled. The bartender nodded and turned. As soon as he did, Todd took the two beers and quickly made his way back to the small couch where Jeremy waited.



"How," Jeremy asked, eyes nearly bulging. "How the fuck did you pay for those?"



"I know the bartender," Todd shrugged. "I can get one free round so why not? Drink up, man. Relax and enjoy yourself. Then we go dancing. Lots of hot single chicks out there just waiting for some stud to come along."



"Nope," Jeremy replied. "I'll take the drink but I'm not going out there."



"Suit yourself. More for me."



Todd drank deeply, gulping down the smooth, cold beer. Wiping his mouth, he sighed at the slight buzz he felt. It had been a while since he'd had alcohol but he was a little surprised just that much would affect him. Jeremy drank nervously from his own beer, nearly finishing it in one go.



"Slow down, man!" Todd laughed. His head was buzzing pleasantly and he smiled at his friend. Warmth spread through his body and he just felt so good. "Plenty of time, man."



"Are we still getting together tomorrow night to go over Dr. Hendrick's stuff?" Jeremy asked, licking his lips after finishing his drink.



"Hmm?" Todd said, turning to his friend. "Oh, yeah. I've got that class locked down. Don't worry about it, man." He reached out, patting Jeremy's knee. Jeremy's eyes crinkled in confusion at the gesture.



Nodding his head to the beat, Todd bounced slightly, twisting his hips. He watched a young woman dancing with her partner. Eyes flicked to her chest and ass and he smiled, rubbing his crotch briefly. The girl flexed back to grind at her partner and Todd watched. He placed his hands on his knees and arched his back, mimicking the girl's movements. Satisfied, he nodded. Pleased with himself.



"It's good beer!" Jeremy said. "When is- is it happy hour yet? Maybe I could grab another glass. I think you're right. I think I really needed to relax a bit."



Todd patted Jeremy's knee again, squeezing it briefly.



"I know you did, man," Todd said. He brushed his fingers through his brown hair, unaware of the light blond coloring showing at the roots. "That's why I brought you here. It feels good, doesn't it? The music? God, I just want to get out there and dance."



Todd worked his hips back and forth. The warmth in his body had begun to pool lower in his stomach until he could feel it heavy and full in his guts. He flushed, laughing suddenly as a rush of hormones coursed through him. Hiding his face behind his hand, cheeks burning, he looked over at this friend for a moment and then giggled.



One of his testicles shifted, pulling deep within his body. He gasped, biting his lip as something pushed against his bladder. The testicle slid along, pushed to the side by a budding uterus. Red flesh sprouted from the tiny uterus to latch onto the testicle and it changed, cells forming until he had a single, perfect ovary. Todd groaned, pushing lightly on his stomach.



"Hey, I gotta go to the bathroom, man!" Todd yelled.



"What?" Jeremy said, distracted by his own buzz. He was Japanese and, although he liked alcohol, it didn't take much to get him drunk.



Todd leaned closer to his friend, lips nearly brushing Jeremy's ear. He found himself breathing deeply. The other man smelled like books and beer and nervousness. Below all of that was the smell of him that seemed to excite Todd. His cock stirred . He could almost taste him.



"Bathroom," Todd said. He bit his lip as his rough shirt slid against his chest. His tiny brown nipples swelled and tightened until they stood as thick and big as a pencil's eraser. His t-shirt tented out, showing his excitement. The sharp sensation raced down from his nipples to his crotch and he squirmed. His other testicle pulled into his body, leaving his sack deflated against his thighs.



Pressing his hand on Jeremy's thigh, Todd groaned. Bones in his hips cracked lightly and then reshaped around his growing uterus. His second ovary pulled into place and he blushed again, his hairy chest reddening as another wave of hormones spread through him. His ass filled out, soft new skin overflowing the tops of his suddenly tight jeans as his hips widened.



Without another word, Jeremy stood, wobbling briefly. He pressed his hand against his head, blinking against the blood rushing loudly in his ears. His short, curly hair slid slowly down the nape of his neck, more blond showing. Todd pressed his hands against his lower stomach, groaning quietly at the cramps that struck like small, sharp knives within.



Todd seemed to swim through the sound and lights, held aloft in a dazed state. He stared at everything with eyes too large, pupils dilated. His eyelashes lengthened, more sprouting alongside the few he had until he blinked full, luscious lashes. He giggled again, hiding a smile behind his hand. The nails on the hand against his face slid slowly out, thick and clear.



Stumbling again, Todd reached the bathroom and pushed, stepping into the cool, quiet air. He walked to an empty urinal to stand next to another man. Todd struggled with his tight jeans, unbuttoning them and sighing at the release. He nodded at the man next to him.



Todd felt his eyes drawing down. His cheeks flushed when he caught sight of the man's flaccid penis above a bush of thick, brown pubic hair. His ears burned as he felt himself grow aroused. Sweat slid along his body and he shivered at his sudden sensitivity. His cock throbbed half-hard in his hand and he looked away from the man next to him.



With a moan, Todd leaned forward, left hand on the cool tile wall. The muscles in his hand and arm atrophied. The hairs lining the back and side of his hand flaked away, falling lightly down to the urinal and floor. The nails of his now feminine hand slid out. Todd couldn't stop seeing the man's cock in his mind. His mouth watered and he licked his lips. They bulged under his tongue, swelling out full and firm and wide.



The man stepped away from the urinal and left. Todd squeezed at his own pitiful erection, imagining it was the other man's. In his mind's eye he was down on his knees, looking up. Tugging at the man's cock, smiling happily when it hardened in his small, soft hands. Careful of his nails, he'd tug and pull and stroke until he couldn't help himself. He'd bend forth, the man's hard cock slipping between his open, wet lips-



Todd cried out, voice cracking as he came. Blood and thick white rope of cum splattered against the urinal. Again and again he emptied himself of his sperm until his cock hung limp and small in his hands. Beads of sweat dripped to the ground. A few slid from his hairline, falling down to slide tantalizing down his chest. The skin beneath his nipples bulged into tiny bumps, pushing his hard nipples against his shirt. Tissue and ducts formed beneath those small mounds.



His milk came in. Drops of white liquid welled from each sore nipple before being absorbed by his shirt.



Panting, face and ears burning from his orgasm, Todd pushed his cock into his tight jeans. He nearly screamed as the head of his shrinking cock brushed the rough fabric. His legs shook and he braced himself when waves of pleasure rocked through his body. Todd pushed his cock down carefully and then made a face when he couldn't button his jeans. His ass swelled again, straining the fabric almost to breaking.



Finally, Todd gave up with a cute little 'hmph!' and turned, walking away from the mess he'd made with his very last male orgasm.



Todd worked his hips as he made his way back to the little couch. Bones creaked in his back and legs and he nearly fell; instead leaning against a nearby wall. Skin stretched along his shins. The young man's arm slowly slid up the wall while his legs grew beneath him. His calves and thighs slimmed into long, lean legs before his thighs swelled to match his firm, wide ass. His jeans pulled tighter against his body, showing a smooth ass crack and bare ankles.



Yawning wide, Todd's face cracked. His cheekbones moved as his face subtly changed. His firm chin melted away to leave a small, soft bump.



The young woman adjusted her pants, careful of her nails. She pushed herself away from the wall to stalk back to her spot with Jeremy.



"Hey hun," she said, kissing the man's cheek. "Sorry I took so long."



Jeremy turned, eyes wide with shock. He blinked, too slowly and then squinted. "T... Todd?"



Todd's head spun. She pressed her hands against her temples as some small part of her mind screamed in panic.



"I- I-" she stuttered. Looking away, she suddenly stuck out her full lips in a pout. "You finished my drink!"



Todd's chest swelled, her t-shirt pulling away to reveal a smooth, firm belly. Staring at Jeremy with faux anger, she crossed her arms beneath her growing bosom. Jeremy's eyes wandered down to her chest and Todd smiled triumphantly inside. More and more her breasts bulged until the t-shirt formed tightly around them, showing the large areola, nipples and firm, soft flesh with every detail. She brushed her long, blonde hair back over her ear and smiled at Jeremy, reaching a hand over to squeeze his upper thigh.



"I'm just joking, sweetie," she said. "I'm not really mad. I just- ohhh..." Todd clawed at Jeremy's thigh, clenching her small hands. Bones reshaped in her pelvis, forming a mound and her tiny cock slipped free of her pants. A small flap of skin grew from the top of her mound while her cock continued to shrink until the flap of skin covered her new clit.



The skin between Todd's thighs bulged and swelled, pink turning to bright red as her growing sex became engorged. She cried out, leaning her head against Todd's shoulders when a split formed between those puffy outer lips. Clear liquid turned pink as blood mixed in with the sudden wetness she felt between her legs. She moaned as her virgin pussy formed, contracting into a tight, wet, throbbing hole.



Her jeans were soaked with her wetness. Todd grabbed Jeremy's hand, her small, rounded face flushed red. She guided him between her legs down into her unbuttoned jeans. His fingers brushed her silky hair to slip between her swollen lips.



"Ow!" She cried out, taking Jeremy's hand away. Long, clear nails tipped each of his fingers.



Jeremy stared at his hand and Todd with growing horror.



"This... this... this..." his voice cracked, rising higher with each word. Jeremy grabbed his throat, wincing at his Adam's apple dissolved. When he spoke again, his voice was sultry and feminine and panicked. "Something's wrong!"



Todd blinked long lashes in confusion. Something bothered her but she couldn't think of what it was. Thinking was hard. She held her friend's hand and cooed quietly at him to calm him.



Jeremy's face seemed to withdraw into itself. The few wisps of hair in the mustache he'd tried to grow fell away to leave smooth skin. His cheeks bulged while the rest narrowed into a pretty young Asian woman's face. He pressed his small hands against his chest, gasping, dropping his head. Black hair slid from his scalp and it fell down around his face, covering him. Jeremy's glasses slid from his smaller face, forgotten as they clattered to the floor.



"It's okay, sweetie," Todd said, her lips tremulous. She didn't know what was happening but she knew something was wrong and her friend was in pain. Tears dripped down to her gigantic tits. "It's okay."



"T-t- Todd..." Jeremy said, her voice trembling with pain. "It... oh god, it hurts." He sat back, tucking long, thick black hair away from his face. The young man's chest swelled and his shirt bulged to reveal his small, firm breasts through the open shirt. He crossed his arms to hide the cleavage. Two small round wet spots formed above his nipples.



"Oh," Jeremy said, his face burning red. He bit his lips, squirming with his small, smooth thighs as an ache formed between his legs. He hugged Todd tightly, nails digging into the other woman's back. Todd patted Jeremy, whispering again and again that it would all be okay and that she would be fine.



"I'm not... oh god. Oooohhhhh goooood..." Jeremy moaned, rocking his hips. "I'm not a woman. I just... I god, it's hard to think. It's just.... I just..."



Todd kissed Jeremy deeply, their tongues swirling against each other. She could feel the heat from the other woman's burning face. Todd pushed back weakly, hands pressing against Todd's enormous breasts.



"Nice!" A passing man said, giving the two women a thumbs up before laughing and vanishing into the crowd.



Jeremy pushed hard, pulling away from her friend. She wiped her mouth, panting.



"This isn't... Oh fuck god dammit son of a fucking-!" Jeremy gasped out with her smoky voice. She felt wetness between her thighs, soaking her jeans as her own slit formed below her tiny cock. Her hips bucked and rocked, rubbing her small, swollen pussy against the couch. It felt amazing but she knew it was wrong. She just couldn't make herself stop. Pressure was building within her body and her nipples were aching. Painfully, sending sharp bites of pain and pleasure back down into her lower belly.



"Hey," a voice called. The young man from a minute ago was back. Another man stood nervously with him. "My friend and I were just wondering if you two were alone and wanted some company?"



"Yeah!" Todd cried out excitedly, her breasts bouncing. Both men stared obviously at her large chest.



"I- no. I-" Jeremy said, shaking her head slowly.



Todd stood, grabbing her petite friend.



"Come oonnnn," she said. "I want to daaaaaance!"



Jeremy shook her head, grinding her teeth. It wasn't right and she... HE! Knew it wasn't but every other thought met with static. When she looked up, she was facing the nervous man from earlier. He grinned at her and took her hand. Jeremy froze. His touch sent shivers down her spine, straight to her aching, swollen sex. The man turned her around and danced behind her. Jeremy stared at Todd dancing nearby, the other woman's breasts nearly bouncing out of the skin tight t-shirt.



Despite everything, Jeremy found herself moving. She rocked her hips and leaned back with a jerk, sliding forward. Her shirt scratched against her small nipples, destroying her train of thought with each movement.



No, she thought. No, this isn't, oh god but it feels amazing, this isn't right. I'm not. I'm not a woman. Not a-



Her thoughts vanished as she felt the man's hard cock pressed between her ass. Jeremy pushed back involuntarily, glancing back at the man as she did. Jeremy desperately needed her aching, throbbing wet pussy to be filled. It was impossible to deny. It was a burning emptiness deep between her legs and just the thought of the man's hard cock filling her drove her wild.



I can't, she thought again. I can't fight this. I can't. I can't. Oh god, I want him so much. This isn't right but I want to feel him in me so bad. Oh Jesus Christ. Forcing herself to look away, Jeremy caught Todd facing her partner, the other woman's hand down the man's pants, stroking him while they kissed.



Sudden jealousy flared beneath Jeremy's small breasts. She wanted to cry from the ridiculousness of it but she couldn't help feeling her own desire.



"We're going," Todd said, suddenly next to Jeremy.



Jeremy followed meekly, chest pounding with excitement and fear. They made their way through the club and stepped into the cold night air. Todd was laughing with her man, arms linked together.



Fingers twined through Jeremy's fingers and she jumped, crying out. Her partner looked anxiously at her. He was holding her hand. Just holding her hand and her body lit up for him. She was burning, lightning arcing along her skin. Jeremy looked up at the man, face burning brightly and her heart pounding. Jeremy held the man's hand tightly.



"They're leaving us behind," the man whispered. "You... you have beautiful eyes."



Jeremy swallowed. I don't want to kiss him. I don't want that. I'm not gay. I'm not. I'm NOT. His face was so close to hers. So close. And he was handsome. A bit of scruff, nice lips and so tall with big, strong arms enough to wrap around her-



Turning, Jeremy followed Todd and then frowned as the other two slipped into a side alley. She followed and then stopped, eyes wide. Todd was on her knees, enthusiastically bobbing up and down on her partner's large cock. The other woman had fingers in her pants, moaning as she sucked on him. Spit shined on her cheeks and chin.



"Jesus, Larry," Jeremy's partner (partner?! She asked herself incredulously) whispered.



Mesmerized, Jeremy watched the other woman. She found herself growing damp and shifted, her thighs rubbing against her swollen pussy lips and tiny cock. She was focused on the other man's cock. She almost felt it in her mouth and she quickly rubbed the top of her mouth with her tongue, swirling her tongue around.

