Sk8r Dreams

Sk8r dreams

by Reaver

The Maker is an app that gives you the ability to remake the world around you. That means a better house, a hotter body—and it definitely means turning a few guys in your life into happy, hunky skater bois.

Added: 1 Oct 2003 58,830 words 30,711 views 4.2 stars (17 votes)

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The readme file had only the following to say for itself “Thankyou for Purchasing 'Playing the Maker'. This Program allows you to have TOTAL control over your environment. Enjoy.” James shook his head in disgust, he hated sim games. He'd paid for it, so he might as well play it. He pressed on start, chose programs and looked for the game entry. Under the company name 'Creator Harderware' he found the shortcut. He pressed it. The monitor went blank, then a box came up. It asked who the owner was, he wrote in his full name. A menu came up, it had 'enter new subject', 'modify a current subject', 'help' and 'quit'. He chose to enter a new subject, to which it queried as to the name of the subject. He thought about what he would call his sim character, then being the original kid he was wrote in his own name again.

Suddenly a 3d image appeared on his screen, on one side of the character was a button labelled 'Surroundings', on the other side a similar button labelled 'Self'. He looked at the character closely, there seemed something strange. Chills ran down James' spine as he realised he was looking a 3d image of himself, wearing the same clothes. It looked as if someone had taken a picture of his standing at attention and made a graphic of it. Curiosity once again over came him, he pressed on the 'self' option.

His image was pushed to the right third of the screen as the left expanded with new options. He chose mental, there was also physical, begin or special. A new group of options came up about personality, preferences, knowledge, intelligence, and so forth. He wondered about what sort of character he should turn his sim person into? He thought for a while, he could make it just like him. He wasn't very happy with who he was anyway, so what did he want? Someone who would be hell popular, did all the stuff he wished he could do, and was really cool. He went into personality and turned his character into a real extrovert, strong willed and extremely likable. Then he went into preferences, he got stuck for a while. Then he decided to have a gay character, very interested in guys, rap and skating. He gave his sim knowledge about computers, skateboards, sex, and heaps of other stuff. Then he bumped the IQ up to 160. He also bumped up his sexual prowess and desires. James saved all his changes and went back to the main screen. He was about to hit begin when he saw that his image had changed. His clothes were different, more baggy and his shirt had a picture of Tupac on it. He shrugged and pressed.

A bolt of lightning went though him as he felt something hit him. James felt his mind change, it was broadening, and new knowledge and intelligence filled his surprised brain. Then it was over, just as quickly as it had hit. As he stood up he heard a jingling of a chain, it hung from his now hugely baggy pants. He groped his balls as his increased sex drive kicked in, he groaned and smiled. Then sat back down again to make some more changes.

He stood naked in front of the full length body mirror. A cute face beamed back as he felt his new body. He had started the day a 5’7”, 60kg, light builded kid with a 6” cock. He was looking at a 6’4”, 120kg body that was fully defined with muscles, he was now a skater with a huge IQ instead of just any nerd, he had a light tan, his hair was longer hanging at his neck now. He looked down at his 8” flaccid dick and smiled.

James had found that he could also change inanimate objects and people's perceptions of him. So he had upgraded his computer, changed his room and everything in it to his new preferences, and he had made it that everyone would not notice that he had changed. To them he had always been this. His cock hardened as he started to get horny, a ten inch cock rested between his deep abs. He pushed it down, and let it spring back against his belly, making a satisfying twack as it impacted.

He begun to pull himself off as he got hornier. Gripping with both hands he begun to jack off. He was fully flogging before long, hands going up and down the smooth ivory pole so fast they were a blur. Cum spewed from his newly enlarged ballsack, covering the mirror with cream. He smiled, and dried himself off quickly. He grabbed his pants and pulled them on. He went back to his computer to have some more fun. He wanted some guys to play with.

James crashed down in front of the computer and stared at the main menu. Who could he turn, he wondered to himself. He thought of his best friend, Nick. Nick was James' age, a bit smaller then he was orignially. They had shared interests, and were both considered nerds. He rubbed himself at the thoughts of what he could do. Nick's image came up just like his, after he entered in his name. He looked around for a while for what he could do first. He decided he'd see if it actually worked on other people first though. So he found a tool that allowed him to be able to put thoughts in his head. He wrote in: -Nick you will ring James and ask if you can come over-, he pressed begin. About 2 minutes later the phone rang, James ran to it.

“Hi James, it's Nick. I'm bored, I was wondering if I could drop round”

“Sure mate, come over.”

He hung up and raced to the computer and began to make his changes, and he set a trigger for them. The moment Nick walked through his bedroom door.

It took 30 mins to walk to James' house, the books he had brought were heavy. He couldn't understand his sudden urge, but he didn't mind. They were best friends and he enjoyed spending time with him. He arrived on the doorstep a bit puffed, he knocked.

A tall, young man in baggy pants and no shirt opened the door. Nick didn't recognise him at first, but then he did. James had always been like this.

“Hey J ames.”


“Oh nothing much, that's why I asked to come round.”

“Sure. Come in and close the door.” James walked back to his room.

Nick closed the door and followed. He stopped at the frame to see a momentarily unfamiliar sight of James' bedroom. As he stepped through he stopped dead as a bolt of electricity travelled through him. He dropped his books in surprise.

James smiled at his friend's transformation. Nick's short brown hair grew out to his neck. He began to grow taller, filling out and his face had slight modifications. He was now 6’2 weighing in at 100kgs. He was wearing shorts and a yellow tee shirt. His shorts lengthened from mid thigh down to below his knees, becoming wider also. His sleeves shortened and his tee became a muscle shirt. James watched the naked arms and calf begin to bulge with muscle, the shirt shrunk and his chest and abs became defined. The final change was nick's sneakers, James thought he would be more comfortable in some proper shoes now that Nick would be able to skate. He watched them morph into skate stars. James' pants had a substantial tent in his pants at this point.

Nick had a look of utter confusion on his face, but a smile slowly slid across the cute face, as his new personality took control. “Yo G.” He said.

“I'm not you're G til you suck my cock.” James pulled out his cock.

Nick walked over to James, his chain jangling. “If you can swallow all my cum then you can be one of my home boys” he got told

Nick knelt and swallowed the 10” hard on, just like the pro James had turned him into. He sucked hard, his head pressed hard against James' crutch. He licked the shaft, and moved his head up and down on it. He went on for twenty minutes before James finally shot his load into Nick's throat. He swallowed every last drop, pretty good for a guy who'd never done it before. Then James' second trigger took effect, Nick feeling another charge go through him. A rip rent the air as his body swelled again and split open his shirt. The original change had given Nick good definition, James had wanted to see him split his shirt though. So he'd decided to add in the second change after been sucked, for the fun of it. The new exposed torso looked hard. He looked at his friend's muscled body, not overly done but nice. He licked his lips and rubbed his cock. It lay in shreds around his body.

James pulled him up and planted a kiss. “Now you are good enough to be one of my guys.” He smiled, “And no more shirts to hide that body.” He admired the last changes to his firends body, “Now lets go down to the track and cruise for someone else to add.” James grabbed his board off his bed and walked out. Nick looked around, his eyes rested on the place where his books had fallen. In their place lay a brand new board, he picked it up as he followed.

They skated down to the track, and then they took a seat under a tree.

There were a lot of kids skating around, on blades and boards. James decided he'd take his time before he chose his target. Mostly because he wasn't sure what he was looking for, but he could change them into whatever he wanted anyway so it didn't matter much.

He finally decided he wanted a double hit. A couple of people who were friends already. There didn't seem any pairs of guys around who were together though. Then his eyes spied a guy who was amatuerly attempting to bust some moves on the ramp. He was younger then James, probably around 13, he couldn't tell much more detail cos of his movement. His eyes scanned the area and picked up a girl who was watching the guy, she smiled every time he got a move right. James decided he do the guy a favour and turn him into a real skater, and as he looked at the girl, and maybe he could give him a cute boyfriend too.

Eventually the guy came off the ramp, and walked over to the girl. She stood up and kissed him, James' thoughts confirmed. He walked over to the couple, carrying his board in his hands. The guy looked up into James' face, taking in his well formed chest as he tilted his head back to see.

“Hi I'm James, this is Nick.” he pointed to Nick who stood behind him.

The boy introduced himself, and his girlfriend. James nodded slightly as he memorised their full names.

“Well Aaron I couldn't help noticing you, not bad.” He used his new charms on him, “How long've ya been skating for?”

“Oh about a month, I'm pretty shit though. I'm trying, but I haven't had much luck”

“Ya still doing kewl.” He he took out a pen and wrote his address on it, “Here take this, you ever need anything just drop in.”

Aaron took it, he didn't know why but he really liked this guy. He was pretty friendly, he'd have to go over some time. “Sure, come on Tegan lets get a move on.” He jumped on his board and took off. Tegan gave James a look over, then put on a pair of blades and took off after her boyfriend.

“What you doing Jays?” Nick asked

“I'm making myself some more boys Nick, the more we have, the more fucking we can do.” They jumped on their boards and took off back to James' house.

When they walked in, James noticed there was a message on the answering machine. He pressed the button waited for it to play. Nick dropped his pants and begun beating off, James took a glance at the equipment he'd given his best friend. He turned his attention back to the machine, it was from his mum asking how he was. She told him she and dad were fine and that the trip was going great, they'd be back in a month. By the time they were back he'd have a group of willing male sluts.

Nick was still beating off, James dropped to his knees and took it in his mouth and sucked hard, Nick shot into his masters throat. As he stood up again, James felt every curve and muscle. “mmmmmm nice now pull those shorts up.” He gave Nick's bubblebutt a good slap.

The computer was on, the screen saver scrolled across the screen. He got out of it and started up Maker again. He entered in each of their names in turn, and made the necessary adjustments. He raised Aaron's age to 16, so they were the same age. Tegan stayed 13, but he made a couple of changes that he was gonna enjoy. He wanted to start with Aaron, making a suggestion that made him come over.

James was surprised when he heard a knock 10 minutes later, he must live closer then he thought. He got Nick to answer the door, remaining seated. His friend entered, followed by Aaron. He was wearing what he'd worn at the park, and he had his board under his arm. As he crossed the frame he stopped dead and dropped his board. His transformation begun, just like Nicks.

He begun to age as he grew, his face altering and maturing. His red hair turned blonde, but remained short. His snug jeans turned into baggy cargo pants, as his shirt began to constrict his growth, the pressure was released as it ripped into to shreads and fell to the floor. James glanced at the board to see it transform into a better one. His body developed nicely, as he finally slowed growing he just stood there.

James unzipped his pants, revealing his hard on to Aaron. Then he walked up to him and said something he had always wanted to say, “Hi homey, nice shoes, wanna fuck.”, 'cept before he had intended to say it to a girl. His new boy didn't care, dropping his pants in his horniness, which landed in a heavy heap on the floor. Then he turned round and presented his arse to him.

James rammed it in, Aaron's arse felt tight, but it stretched just like he'd adjusted. Their groans came out at the same time, he begun to thurst with his hips slowly at first. Then he heard a whirr of his stereo starting up. He heard Nick put a cd in, and let it play. Snoop started rapping, James begun to fuck in time with the rythym. Nick came infront of their new friend, dropped his pants and let him set to work lapping up his cock. He ran his hand's through Aaron's hair. He pushed his head deep into his crotch. James heard the song change to a faster one, and he increased his pace. His hips begun to do double the beat, pumping fast. Nick wasted no time in doing the same, beginning to face fuck Aaron. Nick roared as he blasted into the augmentated skater's throat. He sat down, and just rubbed himself watching his friend finish off. James watched Nick's orgasm, and chose to explode then. Aaron moaned as he felt the pole in his arse swell with the cum in it. James' back arched as he filled him, causing him to shoot in pleasure, and collapse. James smiled at the two cute guys, then sat down at his terminal to start the next phase.

Tegan was thinking of the cute guy that came up to them today. He was such a dream, she hoped that her boyfriend would invite her over when he went. She'd sneak there, but she had forgotten his address. At that moment James gave her a mental nudge by conincidence. The address drifted into her mind, she smiled. She was gonna pay him a visit, and maybe have a bit of fun. Putting her shortest skirt on her way out. She told her mum she was the way to Aaron's as she walked out the door. As was normal her mum didn't even look up. She bladed over to James' place.

James made Aaron and Nick hide in the disused granny flat out the back. As he told them stay, he took an appraising look around and an idea formed. There wasn't time now though. He went back inside, and waited for her.

He waited for an hour, before she turned up. He opened the foor to be greated by a girl in a short skirt and no shoe's, a pair of inline skates were in her hands. She smiled at him. Then she entered, invited by his smile. Tegan followed him into the living room, and seated where he told her to. He went through another door, probably into the kitchen.

He returned with some glasses with lemonaide. He handed her one, then sat down next to her.

“Hey babe”

“Hi, you said I could drop in if I wanted.” She told him

James smiled, “Kewl, I wanted you to be the one to come over.”



“I'm horny, fuck me.” She open her legs

“I can do that” He reached into his pants and retrieved his cock for her. Her eyes widened with the size, she'd never seen one like that.

There was no way she could fit it in.

“You can just suck me off if you don't think you can fit it” He told her, guessing at her look “Thanx.” Gingerly she reached out and took the hot pole in her hands. It felt so smooth as she ran her her palms up and down. James looked her expectantly. She stretched her mouth to take the head in, she let it sit there for a while, while she adjusted to him. She slid down until she begun to gag, about 6 inches. She begun to suck, using her tongue to tease him expertly. She increased her sucking as pre-cum oozed out. She almost had trouble with the amount, god he almost has as much precum as some guys have cum.

James decided he'd had enough and held her head on his cock, pushing it further down her throat. She struggled a bit, mostly in surprise, but she didn't suspect anything yet. Then Tegan felt his cock swell til her whole mouth was filled, she almost paniced but begun to breathe through her nose. Then James decided to cum, and he came buckets. He shot a huge load, then gave her enough time to recover and take a breathe, then shot another load. Tegan lost count, but she had begun to feel very full.

Then he went soft and he took it out. She had trouble sitting up at first, and she looked down to realise why. Her stomach bulged, she looked pregnant. James laughed, and his dick went hard again. He was almost finished with his bit of fun.

“What have you done you bastard?”

He poked her exposed stomach, which pushed her breasts up and hung over her skirt waist line. “Girl I'm having some fun. You're my bitch now.”

“Look at my stomach,” She placed her hands holding it, “I bet I get stretch marks. And I'm not your bitch.”

“Nah,” He then initiated the trigger, he pulled her up, “Cos now you're a guy”

Tegan froze as she felt a bolt of power go through her. At once her stomach receed and was flat again, and it continued to form a six pack.

Her chest went flat, and then grew out as her pecs bulged. He saw her new equipment form under her skirt, then her skirt form into a pair of real short shorts. Her blonde hair shortened to around her shoulders.

The transformation paused as she completed her gender change. Then it took off again, she grew in height and weight. Tegan didn't age, so she finished growing at 6' and 90kgs, by far the smallest of the boys, but she was only 13. Her chest expanded out of the confinments of her boob tube. Then her shorts grew just like nick's had, and hung beneath her knees, a wallet chain formed. A hat formed backward on her head, and sunnies beneath it. Then her skin darkened. It went from white, to tanned to a deep chocolate, and she went bald. “Wow Jays, that was intense.” Tegan said in a deep sexy black voice.

“I know, now you are fuckable.” He looked him up and down, “But what to call you? Can't use your old name. Gotta be something like Tegan though,” He pause to think for a bit, mumbling a bit, “I know how bout Tye.”

Tye licked his lips, “That's hot”

“Cool,” He dropped his pants, “Give me ya arse bitch, I need to some more filling”

Tye knelt on the floor readying for some doggy action, undid his belt and let the huge shorts fall to the fall.

“Turn over, I wanna see ya face as I skewer you.” Tye obeyed, and James dropped his pants and pumped him.

Nick and Aaron were 69ing in the flat. James hadn't said they couldn't so they went ahead to relieve themselve's. Nic had a 9 incher, and Aaron had been supplied with an 8inch cock. They just lay there sucking, pumping and thrusting. Nick begun to massage Aaron's balls, making him groan. Then he stuck a finger up Aaron's arse, and begun to finger fuck him. It was too much for him, he shot his load, and Nick swallowed.

Aaron continued to suck him though, though Nick felt it would better to change positions. He stood up and let Aaron kneel down, then shoved it deep down his throat and begun to thrust hard. Aaron took it all, and kept sucking, Nick moved his hands into his hair and pretty much began slaming his partner's face it his pubic hairs. A sound of slapping balls could be heard. This went on for a while before Nick finally unloaded.

He laid back, his cock soft and reaching up to his navel.

“Watcha thinking bout?” Aaron asked

Nick felt his biceps, “How hot this is. I got mega bored today, and I wandered over. Then suddenly I'm this. A 6’2” stud, I was a nerd before, but now I am and am doing the things what all the popular guys were doing. And I can skate better then they'll ever dream of. What about you man?”

“Just wondering what Tegs gonna say.” He laughed, “She won't mind me being older, bigger and cuter, but I bet she's gonna be pissed when she finds out I'm gay. I don't really care though.” He ran his hands over his chest, down to his belly, then stroked himself.

Just then James walked in, he looked at the two studs and smiled. “Been having a bit of fun have you?” Then Tye came in, “This is Tye. Aaron you've already met him.”

Aaron looked at the 6', 13 year old, black stud up and down. He licked his lips, “No I'd remember if I had.”

“Come on babe, you haven't forgotten me already.” Tye moved casually toward him, “You only kissed me this arvo.”

“Tegan?” A look of surprise crossed his face

“Not anymore, I'm Tye now. Don't ya like me better this way” Tye's hands ran themselves over her new body

“Shit yeah!” Tye planted a kiss firmly on Aaron's lips. James smiled at his handiwork, and knew there was more to come.

The granny flat looked a lot better, after James had a go at changing some stuff using maker. He'd added a basement, making it into his bedroom. Then the ground floor got cleaned and modified, more to his tastes. He added some posters and pictures of various skaters and rappers around the place. He reduced the number of rooms, leaving only a huge tv room, kitchen and bathroom. The living room had a brand new entertainment unit, several large couches and a spa. He put a toilet in the bathroom, and put in a communal shower. Then he decided to add a second storey to the place, it was just one big room. Here he put a small indoor ramp and gym. He prefered this to his single bedroom in the house.

“This dump looks a heap better now bud” Nick said, he was on his back, Aaron slowly fucking him.

“Yeah, this a cool pad now” Aaron added in, keeping his rythm

James sat up on his bed and looked at the two. “Great Gs. Now all we need is a few more guys to make the scene complete.”

Tye walked in, he was covered in sweat. He'd just come from upstairs, he'd been using the gym and ramp. “That was such a wicked idea about the second floor.”

“Hey Jays thought about getting some back on those guys who used to make fun of us?” Nick asked, Aaron was still at it, “Mmmmm come on man, that feels so jig, fuck me harder.” Aaron didn't need to be told twice.

“Thought about, but if I turned them into one of my boys that would be like reward, even if it was ironic.”

Aaron continued to pound Nick's arse, until they both came. Nick's cum splattered all over his new friend's body. Aaron pulled himself out of Nick, then walked over to Tye, who was more then willing to clean Aaron off, using just his tongue. Nick got up, cum leaking from his hole, and sat at James' feet.

“Ewwww, I don't wanna to fuck them. I was thinking more like we could turn them into something real amusing.” He massaged James' knee

“If you want me to I will. Who should we do first?”

“How bout Neil? He hit me the other day, whatcha gonna do?

“Something funny” He walked over to the computer, opened maker and enter in Neil's name. Then started with the changes, a smile spreading across his face. “I'll invite him over.”

“He won't come mate.” Nick said

“Remember when you came over, how you 'remembered' I'd always been like this?”

“Yeah, that was hell wierd. I know you weren't though, now.”

“Well I changed that for you, but for everyone else; me, you, Aaron and Tye have always been like this. He'll come” He reached over for the phone and rung.

Neil walked round to the back of James' house, to the granny flat. He knocked on the door and waited. The door opened, Nick almost imperceptibly glared at him. Then invited him in. He followed Nick into the lounge room. James was sitting on a couch, a shirtless guy he didn't recognise lay on the floor watching the large screen tv.

“Hey man.” Neil

“Hi, sup?”

“Nutin much, how ya been?”

“Fine. Grab yourself a chair”

Neil sat down, he turned his eyes to the tv, it was just hottest hits. He begun to chat lightly with James. Nick smiled to himself, it was going to plan. James hadn't filled him in on the changes, but had told him to watch. He'd said it was gonna be hilarious. He'd mentioned a trigger, something about a wrong reply. Neil got onto the subject of what he thought of nerds. He started to brag about what he'd done, and asked what James thought of it. Nick watched James get up, Neil got up too. James pulled his harden cock out of pants.

“Suck this you little shit.” James was gonna enjoy this

“What?” Neil looked at it, his mouth opened wide

“Suck my cock”

“No way, I'm not a fag…”

James smiled at his reply, it was just as he'd thought it'd be, and it was also the trigger. Neil froze, then shorten by several inches. His hair grew out to arse level, and turned a strawberry blonde. His face softened, becoming more feminine. His chest and arse begun to swell out of proportion with his thining waist. His jeans shortened and tightened. His shirt became a boob tube, which stretched to accomodate a DD breast size. Then transformation finished, his face blissful in new found ignorance. She reached up to her hair and twirled a lock around a finger.

“…I'm just a real horny girl. I'd love to suck a cock that big honey.” She told him

“I bet you would you little slut,” She smiled at him for the compliment, “But I'm into guys.”

She was dissapointed, “Oh and you're cute you know, well it's true what they. The good ones are either taken or gay. I'll just have to find a straight guy then.” She looked around the room hopefully.

“Yeah, but ya ain't got any hope here girl.” He led her to the front door, “You'll find someone without much trouble though. Drop round again sometime Nell.” he closed the door. Nick dropped to the floor and rolled around laughing. James just smiled, and walked back to the lounge. Nick was still giggling as they entered, Aaron gave him a strange look.

“What's so funny?” He asked “Didn't you just see what happened?”

“Yeah you brought some girl in, you talked for a while. Then when she wanted to suck cock James told her we were gay. I didn't take much notice.”

“Nick, we're the only people who remember Neil.”

“Oh right….. but that was still wicked funny. That arsehole's a slut now.”

“Yeah, happy now?”

“Yep, but what would've happened if he'd said yes?”

“Nothing. I knew he'd refuse though.” He hugged Nick, “Now you've got that out of your system can I continue to find more guys?”

“Yeah whateva ya want James, your in charge.” He licked James' face

James woke up in the morning on his bed, next to his new group of friends. Nick was curled up next to him, and Aaron and Tye close together. The sheets were stained with sweat and cum, the covers were thrown onto the floor. He got off the bed carefully, trying not to disturb any of them. He walked round the room and stretched, relieving some of his muscle soreness. He heard the sound of some movement behind him, he turned to see Tye quietly get up too. The black kid stretched, his hard ebony piece pressing against his belly. James slid toward him, locking his eyes on it. He reached out and felt it slowly with his hands, the other tracing the outline of his abs. Then he knelt down and took his entire cock in his mouth. Tye gripped James' head and begun to slowly thrust into his mouth while he gave a hell of a blow job. James brought his fingers up to finger fuck Tye, starting off with two. He heard a purr from Tye when he entered. James just knelt there sucking and finger fucking until he felt a low deep moan from Tye as he came deep down his throat. James milked him for every drop he could get. Then he stood up and tounged Tye.

“Hey James.”

“Hey kid.”

“That was wicked. I was thinking about something last night.”

“What about?”

“Well I'm the youngest of the group. I'm not smaller by much, but still…..” He looked pleadingly into Jame's eyes, “You reckon you could raise my age, or at least have another guy here my age.”

“I love you being my little homey, so I'll get another one your age.”

“Coolest, I've got someone who'd be perfect. She is or was my best friend.”

James led Tye to the computer terminal, and entered in the name of Tye's friend. The screen came up and he asked Tye what exactly he was gonna do to him. James listened and got hard as he entered in the changes. He made some additional changes to make her fit better in with his group. Then he set it up for her to come over.

“Ring her and get her round.” James told him

James opened the door and let Kylie in. He towered over her slim 5’5” frame. Kylie wore her long sleaved shirt, and a pair of knee length cut off jeans. She looked up into his face, brushing the brown fringe out of her eyes. “Hey there, I'm Kylie. All my friends call me Ky.”

“Hi Kylie. James.” He replied.

“Tye didn't say what he wanted to show me what he wanted to show me. We've been mates for ages don'tcha know?”

“Figured. Yeah he wanted to show you something he just got involved in.”

“Cool, is it fun, dangerous or illegal?”

“'pends on who ya are.” James led her to the lounge room. She entered and took in the spa and Tv, then her eyes locked on the naked form of Tye. He was on a couch, slowly jacking himself off, her eyes locked with his. She froze.

She begun to transform before their eyes, Tye smiled, and his flogging increased. Her hair stayed shoulder length, but darkened to a shade of black. Kylie's face became more masculine. She begun to grow, her body expanding. The clothes she wore adjusted to accomodated before changing. Her shirt disappeared, her pants grew down to her ankles and soon they were baggy jeans. Her sandles closed over to become black sneakers, though it was hard to see them in the folds of excess jeans. She was now 5’10”, and weighed 100kgs, and was built like a light bodybuilder. He pecs extended out from her chest nicely, the dime sized nipples pointed down. If she'd looked down she wouldn't have seen her her new set of abs, on a v shaped torso. The package in the jeans was obvious. Kylie's face clouded over in a mixture of confusion and horniness. James wasn't gonna let that last long. He walked over and pulled Kylie's pants down, letting her cock stand to attention. He signalled to Tye to help him. Tye jumped off the couch more then willing to do something with their latest iniate.

James positioned himself at Kylie's asshole, letting Tye take the aching cock in his hungury mouth. James pushed in gently, she gave a deep moan. Her thick cock slowly disappeared into Tye, he brought his hands up to massage Kylie's balls. James pounded her arse, getting faster and faster, soon his balls were slapping her tight arse in a fast beat. His pumping fueled her face fucking Tye, every thrust pushed her down his throat. Her hands begun to explore her new body, feeling the new shapes and muscles, as her hands reached down and felt Tye's bald head she thrust hard, gripping his head fast and came a load down his throat. James kept going, thumping her arse, as the muscle contractions her orgasm caused spilled through and sent him over the edge. He let loosed in her arse. James pushed her onto the floor. “Now want do we call you?”

“I dunno, as long as I get to do that again I don't care.”

“How bout Kyle.” Tye suggested

“Sounds ok.”, he helped Kyle up, “Yo Kyle you're one of my boys now.”

“Kewl.” Kyle reached out and held Tye's hand.

The whole group went for a skate. Everyone used boards, 'cept for Kyle and Tye who were bladers. They were cruising for someone new. James was having fun, it was so cool, and he wasn't even near finished yet. They finally stopped for lunch at the track. James noticed an asian kid sitting by himself on a bench. He rolled his skateboard underneath his feet, he looked a bit bored. James walked over and sat next to him. When he introduced himself the guy perked up, and acknowledged him.

“Jason Chi.” The kid said

“Hey Jas, how's it going?”

“Oh fine, a bit of a boring day though.” He sighed, “It's holidays and everyones gone off.”

“Happens. Hey I know, I've got a small thing going on tonight. Come over and you can meet the guys. Around 6?” Jason missed the twinkle in James' eye

“Sounds ok. Where you live?”

James gave him the address, and directions. Then he noticed Nell sitting on a bench with a couple of other girls. He said he had to go, saying bye and telling him to come. She looked up as he approached and waved at him.

“Hey James”

“Hi Nell. Whatcha been up to?”

“Not much. Hey got myself a new boyfriend.”

“I kinda thought it wouldn't take you long.” He grinned, “Wanna come over tonight, having a pissup.”

“Got nothing better to do.”

“You know the way, bring that new boyfriend too. Bout 7pm ok.” He walked back to his group

“Sure, see you later.” She called to his retreating back, then went back to chatting to her friends. James waited at the door, he thought he'd out done himself this time. The other four were waiting in the lounge room. He hadn't told them what was going to happen, but they were all expecting a good show. One more playmate couldn't go wrong. Jason turned up quater of an hour late.

“Hi Jason.”


“Come in, meet everyone else.” He led Jason down the corridor. Then he walked through the door into the living room which had seen two guys walk one way and come out the other changed. Everyone's eyes swivled toward him as he walked through. He thought he was feeling nervous, but this was stronger, as a strange, electrifying feeling passed through him. He begun to grow and change, and something else, he couldn't put a finger on it. A tearing feeling, like something inside was falling off. To everyone else it was clear, where there was one there were now two. Twins, and they grew and changed at the same time. They ripped through their shirts, exposing youthful muscle. James had decided not to change much, the twin thing was a bit extreme. Besides a few minor changes they came out the same, 15, asian, cute.

“Enjoy that Jason?”

One of the guys replied, the other looked but did not respond, “Yeah that was wicked.”

“Take a look next to you”

Jason looked and was suprised to see the guy standing there, though it took a sec to register that they were twins. “What the hell.”

“He's your twin, you guys share the same body. I was careful so that you didn't share the same mind though.”

All the other guys were amazed at the display, “What you going to call the twin?” Aaron asked

“I was set on Kurt.” James turned to Jason then the twin, “You fine with that?”

“Yeah” they chorused.

“Now Jason and Kurt, that you have been changed, you're part of the group.”

“Kewl.” Kurt said, as he licked his lips.

“This Aaron, Nick, Tye and Kyle.” James pointed to each, “Let's do something before the next one comes along.” He dropped his pants, and walked over to Jason. He pushed his head down to his crotch. “Suck me.” Jason swallowed. Nick jumped up and quickly let Jason's pants fall to the ground. Then taking a firm grip on his waist he drilled his cock in. He was soon pumping away. Aaron confronted Kurt, he kissed him then pulled his pants down. He got behind, aimed and then teased him a while, pushing his head almost in then pulling it out again. Kurt giggled, then Aaron rammed it in. Kyle shoved his cock down his throat as he grunted from surprise at the feeling. The guys just fucked and sucked for an hour, till the two new play mates were exhausted.

James opened the door and looked at the three people who stood outside. Nell stood there, her nipples obviously erect in the cool evening air. On her left stood a non-descript guy, he smiled lopsidely at James, half offering him some Jack Daniels. On her right another girl almost hid, she was pretty, but looked a little bit shy.

“Come on in Nell, who are your mates?” She told him, with a bit of a slur. She was drunk too. “I won't take any daniels Shannon, I've got plenty of my own to drink. You don't look like you've had much to drink Andrea.”

“Um… I haven't.”

“Cool, I don't care if you have or haven't.” He led them into the living room, the guys were all over the place. Some were drinking, but moderately. They were waiting for whatever James had got planned for them next.

James left the trio to their own devices. Shannon crashed on the floor next to where kurt was sitting and attempted to introduce himself. Nell, with Andrea following, walked over to Kyle and sat in his lap. James smiled, then called Nick over.

“Bud, I'm going downstairs to do the changes. Wanna come?”

“Yeah sure, should be good for a laugh.”

James went down to his room and started up the computer. The first thing he did was to turn all his boys from being gay into bisexuals. As a second thought he made them all sterile, he didn't want the problem of pregnacy. He didn't bother to do anything to Nell yet, she could stay as she was for a while. So he did Andrea. Nick suggested that they leave her the same pysically, but turn her into a real big slut. James decided to increase her bust size up to a C though. Then Nick suggested she be a blader so she could hang round the group more often, James did the same for Nell. He also decided that Kyle and Tye would use boards from now on. All of the changes were instant, so when they went back upstairs things'd be underway. Then he opened Shannon, but he was stuck. Nick sat on his lap and licked his chest.

“You know what kinda guy you could add to our group?” Nick said


“A real big, muscle guy. But not too big, he'd still have to skate.”

“What about Kyle? He's pretty built. Isn't he enough muscle?”

“Yeah but you're stuck with what to do with Shannon at the moment so it's an idea. Plus I mean a heap bigger then Kyle, even bigger then you.” Kyle smiled.

“If ya want man.” James started on the changes, he didn't like the idea of having someone bigger in the group. So he made Shannon's loyalty really high, he was about to reduce his intelligence but that was just cruel. He made him a skater, also a bodybuilder, and into the same sort of stuff as the rest of them. As he went through the physical changes James got more and more horny the bigger he made Shannon, forgetting his initial misgivings. Then he set a time delay and took Nick back upstairs.

The first thing they noticed was Andrea and Nell. Nell getting skewed by Kyle's cock. He was pumping her fast, and her moans could be heard from were James was standing. Andrea was sucking off Kurt, he couldn't see her face but he knew she was enjoying it. He looked at her new style of clothes, and smiled. Her skirt was short, and he could see that she was wearing a g-string. Her shirt was small, tight and semi-transperant.

James and Nick turned to look at Shannon. He was in the middle of a sparse group of the rest of the guys. They were watching him trying to move to some rap they'd put on. He wasn't do badly for someone who was smashed. They walked up and joined the group. James checked his watch.

“Any moment Nick.” He checked his watch again and paused, “Right now”

Shannon froze mid move. At that moment he was 6', and looked around 90 kgs, but that wasn't going to be for long. He begun to grow, in height and breadth. By the time he'd reached 6’2” his shirt had succumbed to his enlarging muscles and rent open and was falling to his feet. His pants got wider but got no longer, and were now a couple of inches up on his legs. His boots shrunk and became skaties, changing from leather to green suede. His thighs were about the width of a 10 year old waist, and growing. His brown hair remained the same length, but lightened to a blonde. They watched as he continued to grow, his abs deepened, he grew taller, his biceps bulged, his whole body was ripped. Then his growing finally slowed, his skin darkened a shade to give him a nice tan. James took note of his work. Shannon now stood at 6’6”, he weighed in at 200kgs (almost 0% fat), his cargo pants were now sitting around mid calf height and were now cargo shorts, he could see the skin on his calfs and body which were stretched thin over the new muscle, his waist had grown little and looked sexy on his huge body, his tan and ear length blonde hair completed the picture. As Shannon's new personality overtook him he struck a double bicep pose and let out a loud, deep growl of pleasure.

“Oh yeah,” He felt his new muscles, flexing them, “Fuck yeah, this is so fucking hot. Big hard muscles, I love it.” He did a couple more poses. He looked down to his pants to see a large sized bulge. “I need a fuck bad, mmmm betta get my cock out.” He undid his shorts and they fell to the ground, revealing a pair of really tight boxers. The outline of his quads could be seen, the head of his cock and a bit of the shaft poked out the bottom of them. Shannon slid his hands over them, feeling the tight material. Then he flexed his entire body, every muscle looked like it was about to burst out of his skin. Every one looked at his crotch and thighs though, they bulged with muscle, his cock engored with more blood. The boxers strained tighter, then they finally ripped along the seams as the material lost it's battle with Shannon's new bulk. His cock sprang up and came to rest on his stomach. He reached out and grabbed the closet guy to himself, Tye.

“Suck me bald boy.” He told him in his deep voice.

“mmmphf” Was all Tye could reply as Shannon didn't wait and just pushed his cock down his throat. Slowly but surely the whole 12 inches was going down his throat. 'course Tye didn't mind, he was happy. His nose was soon resting at the bald base of Shannons dick.

Nick turned and looked in surprise at James

“What too big for you? You said you wanted a big guy.”

“Nah jays, just there is no way Tye could've fitted that down his throat. It's gotta be choking him, look his THROAT is bulging.” Nick watched in horrified fascination at Tye's neck. Aaron and Jason had their cocks out and were flogging off. James turned to see that Kyle and Kurt had finished with the girls and were watching the display with interest.

“Man, remember I can do anything I want.” He winked, “A few changes here and there to certain things in ya biology. And now you can fit a fucking 12 inch long 4 inch wide cock down your gob, or up that cute arse of yours, or even in those pussys. Wicked hey?” He dropped his own pants and walked up behind Tye. They couldn't tell if he noticed that James was pulling him from kneeling to a doggy position. He was probably too busy enjoying the huge cock which was stretching his throat. James' pants hit the ground and he rammed himself in. Nick smiled, pulled down his pants and joined the wack fest.

A hand came to rest on Nick's shoulder. He turned his head and saw the feminine fingers, and painted nails. Andrea stood there topless, smiling at him. A smile came onto his face, he wouldn't mind having a go on her. She brought her finger up and slid it in her mouth, then she slid it out. She then rubbed one of her nipples with her wet finger, it hardened.

“Hey, my name's Andrea. What's yours?” Nick hadn't talked to her before, but if her had he would have noticed her voice now had a new air head quality to it now.

“Nick.” He pressed his naked body next to hers, “Feel like doing me a favour sexy?”

She slid her dress down, revealing a pair of panties. “You want to stuff that big dick in here.” She pointed to her cunt.

Nick reached down and ripped them off, she giggled. He walked her to a wall, then pushed her back against it. He put her hands above her head, Nick leaned forward and kissed her deeply. Andrea looked sexy, her young form spread eagle over the wall. He brought one hand down from where he was pinning her arms to the wall. The hand travelled down her arm, to her pit, then slid down her body, stopping to cup a breast, and tickle her nipple, then continued down to her snatch. It's smoothness was felt by his fingers as he ran them over shaved pussy. Then he used his hand to line up his cock and guide it in. Once the tip was in, and he was on the way, he released his hand from his cock and brought it up to her waist. He begun to slowly thrust into her.

“Oh you're so big, your the first guy I've had in there.”

“Fun, no pain?” He asked

“Oh I can feel you stretching me, but it fits so nicely. It feels like such a natural fit.” She groaned

His pace increased, she squirmed slightly as it did. As he pumped her eyes gradually closed as she forget everything but the feeling of a cock inside her. A moan escaped her lips every now and again. In the far off world of the room Nick was vaguely aware of the sound of someone walking closer to him. He took no notice til a pair of hands closed on his waist. Surprised crossed his face, but didn't register for long as he continued to fuck Andrea.

“Yo Nick, fucking the lovely new slut?” It was one of the twins.

“Yeah,” He grunted, “Jas?”

“Yeah homie. Mmmmm you got a nice arse Nick. I ain't had myself a piece of arse yet.” Nick heard the sound of Jason's wallet chain as his pants fell to the floor. “So I'm gonna get some now bitch.”

Nick felt Jason grip onto his waist and thrust straight in, pushing his cock deep into his arse. As this happened Nick's own cock got pushed into Andrea. Jason was thrusting hard, he was horny. Nick had to speed up his own fucking and try to get in sync with Jas, cos he was getting bounced around. Groans came out long, low and loud from his mouth, he loved being fucked and fucking. Andrea told him to speed up so he did, Jason speeded up too. Nick and Jason were pumping hard and fast now, the sound of balls slapping echoed. Suddenly Jason leaned forward and kissed Nick hard on his neck, giving him a hickey. He moaned in surprise and shot deep into Andrea, but he continued to thrust as Jason kept fucking him. Nick leaned forward and french kissed Andrea, her moans stopping as their tongues interlocked. He brought his free hand from her hips to play with her breasts, she bit his tongue playfully when he did this.

He continued to play with her titties until she orgasmed. The muscle contractions forced him into a second lot. His back arched pressed up against Jason's chest who paused briefly, he let go of Andrea's hands. The cock popped out of her and she quickly slid out from the wall. This all happened in a second, and then Jason begun to fuck Nick up the arse again. He pressed him against the wall, and continued to pump.

“Oh man this fucking cool.” Nick moaned

“Yeah, your arse is so tight bud.”

“Loosen it for me man.”

Nick begun to flex his glutes and spincter, in an attempt to bring Jason to cumming. “Oh shit man, keep doing that, oh fuck that feels good.” He groaned, “Tighter, I'm almost there!” Nick gave one almighty squeeze as Jas thrust once more, then he felt a warm spreading feeling as Jason came in him. He heard a loud cry, the grip on his waist tightened momentarily. Then he felt a vauge emptiness as the cock got withdrawn. He felt himself get turned around by the smaller asian skater. They kissed, then drapped arms over each other's shoulders and looked at the rest.

Tye was curled up on the floor, cum leaking from his arse, a smile on his face. Shannon was covered in cum, the guys had sprayed him, two loads worth from each from the looks of it. The muscle man was sitting on a couch, Kurt was straddling him. He was sucking his pecs like a baby sucking his mum's titties. Shannon smiled at them. Nell was giving James a blowjob, he gave a wink. Andrea waved, Jason went over and sat with her. Aaron and Kyle were watching some porn, beating off. Nick went and joined them. The party had gone well.

James woke early in the morning. A fog of sleep resdiue clouded his head, he cracked open an eye, then closed it against the light. The light was harsh, and was obviously artificial. He shifted slightly, causing the ground to quake and ripple in response. That meant he was on his water bed. He begun to slowly got up, and sat on the bed. The tiredness begun to drain away, and life began to return to him. As his head reorganized, memories of last night came to mind. He smiled at the new additions. They had sex on and off until about 2 pm when they'd all gone home. His mind paused on the going home bit, home should be here for them. They were his boys….and girlz. That'd be the first thing he did this morning.

Then he moved onto Nell and Andrea. James had made all the guys bi, so they could have sex with the two. He himself had remained gay, but he had sex with them. Having just two girls in the group would make things uneven. They would be constantly hanging round the group now, and it wasn't really fair to them if they didn't have anyone else of there sex around. He couldn't leave it at two girls, so there were two options. He could convert some of his boys to girls or recruit more people to the group to even it up. Or Nell and Andrea could become guys. The latter appealed because prefered to fuck guys. Plus he wouldn't have the problem with having to deal with two different groups. He wouldn't make his decision straight away though he'd at least give them another day as girls. They might prove fun, he'd make his mind up at the end of the day.

He walked around the large room, his bare feet sinking in the deep carpet. The sandstone felt rough under his hands. Circling the room, he ended up at the computer. He sat down and turned it on. It went through the boot up, then start up within seconds. He begun Maker, something had to be fixed first. It wasn't the bisexuality, that could remain until he decided what to do the girls. He decided that he would cute off their ties with their families, they could live with him now. They were his. He set about the task, leaving the trigger for when they entered the house.

A thought came to mind, what if someone got curious about a big group of young people living together with no adults watching. He thought about it for a while, all sorts of solutions coming to mind. He push them all over the age limit, but he liked being 16. So instead of changing them, or changing everyone else he opted for another choice. He made it so that no one would notice them unless they wanted them to. It was like a general area effect, almost random. It was tied to James, so none of the other guys urges to be noticed or something would cause them to be found out. But he made it that if one of the guys actually tried to talk to someone they would be noticed. He then made a couple of more changes when he'd finished there, like they couldn't touch his computer without his permission. It wasn't that he didn't trust them, but more he didn't want to take the risk.

A few minutes after finishing he heard the door bell. He looked at his watch and saw it was noon, it had taken over 5 hours to do all the changes. Not surprising considering how difficult and complex some were, he did not want to screw people up. He went up stairs, the lounge was a bit of a mess. Cum stains on the carpet and lounge, and he saw dried cum was even splattered over the TV. He went into the hall, and then to the front door. When he opened the door he was greeted by 3 still shirtless guys. Nick, Aaron and Kyle smiled at him. He smiled back, and then invited them in. As each crossed the threshold a strange look crossed their face, but then it dissapeared. Kyle gave him a deep french kiss.

“So how did you guys enjoy last night?” James asked

“Oh it was wicked.” Aaron told him

They walked past him and went into the lounge room. He turned and watched them, taking notice of their arses. As he attempted to close the door he heard the sound of running, and suddenly a a brown suede shoe jammed itself in. He opened the door to find the twins standing there.

“Hey guys, come in.” They walked in, the same look crossed their face, then left it

“Who else is here man?”

“Nick, Ar, and Kyle are in the lounge I think.” All three walked into the lounge room. Nick was on a lounge slowly wanking himself, flipping through a mag at the same time, a pile of them was next to him. Next to another longue stood a book case, it hadn't been there before James knew. Aaron sat beneath it reading a book. Kyle didn't appear to be around. Jason and Kurt went over and grabbed a magazine and sat down to flick through. James was about to find Kyle when the door bell went again, it seemed strange everyone turning up now, then he realised that he told them the night before. He went to answer it.

It was the two girls this time. He smiled at them, and they came in. Strange look on their face, clears, blah blah. “Sup?”

“Thought it was a bout time to come over.” Andrea said

“How would you two like to get new boyfriends?” an idea had come into his head.

“Don't you want to fuck us anymore?” Nell asked “Of course, you two are my little whores, but you could do me a favour by doing this.”

“Ok baby, if you want us to.”

“I want you to, I want you two to go out and find a guy each. Don't care what he looks like, just a guy. I want you to get his full name, then get him to come over later today. Catch that?”

“Yeah I think so Jay.” Nell said, she looked at Andrea and they walked off.

He watched them, then went back inside to find where Kyle had 'speared to. When he found him he was gonna fuck him hard too.

Later in the afternoon the two girls had finished their mission. They hadn't really questioned what they got asked to do. Andrea had netted herself a 14 year old guy, he wasn't anything special though, but he was the first thing she'd seen. Nell had gotten a 18 year old chinese boy. Real cute, and she'd enticed him to James' place by offerin a fuck. They walked back to their new home. When they arrived they just walked in, not bothering to knock.

In the loungeroom they saw an orgy. James and Kurt had Shannon skewed from both ends, Aaron was getting sucked by Jason, and Kyle was fucking Tye. Nick was on the floor pumping the air. The moment James saw them he detached from Shannon, then motioning for them to follow him, he went downstairs. Nick jumped at the chance to fuck the big muscle stud. Andrea was tempted to stay and watch the display. But Nell pulled on her arm, and she had to follow.

By the time they had arrived downstairs James was sitting in front of the computer, a pen at hand. “Get the names?”

“Sure did.” Nell said. They both gave him their respective boyfriend's names. They were written down.

“When they coming?”

“We told them around 5 this arvo, that ok?” Andrea said

“Thanx a heap, you gonna go join in upstairs?” He checked his watch, it was 4.

Nodding they walked back up, both were already wet and horny and felt like getting some relief.

James watched them leave, then entered the first name in. Ryan…….what should I do to you? He was short, caucasian, 14 years old. He was a surfer, they were nice guys, but not what he wanted. He begun by changing all his personality and interests. He then opened up Bradley, an 18 year old asian guy, quite cute. He did the mental stuff first, then hardened his body. He stayed 18, because an 18 year old would be useful to have round the place. Infact he'd make Ryan 18, and he'd be black too. He finished with those two, set the triggers. With the two girls he had made his mind up and had decided to turn them into guys, so he opened their files and modified them. Changed all the guys back to gay, then set triggers for everything.

By the time 5 had a rocked up the place had been cleaned for the guys, and then he'd had them go down to the bedroom to play. It'd be just him, the girls and the newbies. He'd set the trigger as 10 seconds after a kiss. When they arrived the girls would go get them, and then bring them into the lounge room. They would kiss, break and then all four would transform. Neil's transformation would still be a sort of punishment, it had to be since Nell would no longer exist. The girl's were watching a skating video, checking out all the guys, he could swear he almost saw them drooling. Well they'd be guys soon enough.

He heard the doorbell sound, times up for Andrea and Nell. They looked around at him, and he just looked at them lazily. Both of them got up and went to the door, they didn't know what was going to happen, just what James had told them to do. The door bell went a second time, as they reached the door. They opened it to reveal both Ryan and Bradley, a sort of rising tension was in the air. When they saw the pair of girls though it dissipated quickly. They both stepped forward and locked their arms around their girl. Nell looked up into the eyes of the slightly taller 18 year old. Andrea was slightly taller then Ryan though.The boys tried to kiss them there and then, but the two little sluts wouldn't have it. They led the boys into the lounge room.

James said hi to the two guys as they entered the room. A look of surprise crossed Brad's face, he hadn't expected another guy to be there in the first place. The girls grabbed the arms of the guys. They all kissed, long and hard. James could see how new Ryan was to kissing, he still had his eyes open during the kiss. Then they broke off from kissing, the girls pushed away from the guys. Counting down from ten James watched on. They all began to transform at once, but they can be described seperately.

Not much changed about Brad, his clothes hid a majority of his changes. But his face cleared of all blemishes, and his hair shined more. His light jumper bulked out into a heavy jacket, with the emblems of a baseball team all over it. James had liked the way he had originally looked, so much of the changes were just pyschological. On the other hand Ryan grew from his measly 5’4” to 6'. His growing body ripped through his too small shirt, but his pants changed to keep up, then passed his growing to become baggy. His torso matured, the muscles growing and hardening. They didn't bulge out too much, just enough to give him good definition. Then his skin darkened to a milk chocolate colour, his nipples darkening nicely. His brown hair darkened to a black, then grew out and tangled into dreadlocks.

Andrea remained at 5’6”, but that was about all that remain the same. Her light blonde hair darkened to brunette, it shortened to shoulder length. The face it framed became more masculine, it changed from that of a white girl to one of a 15 year old mexican male. Her breasts shrank, her top loosening, before coming under the strain of widening lat's and pecs. The cloth ripped to reveal well formed light muscle, deeply tanned. Her shorts turned black, but remained extremely short, revealing a pair of nice, brown, smooth male legs. The sneakers also changed form. Andrea no longer stood there, it was Andre'.

Nell changed not back into Neil the large 16 year old bully, but instead into a slim 13 year old boy. His clothes hung loosely as his hips and breasts retracted, they became masculine. His hair shortened from arse to ear level. He stood there confused, young, blonde, blue eyed, and very cute.

Brad turned and grabbed Ryan, kissing him hard. They rubbed bodies, the sound of the material of Brad's jacket sliding over his new friend's smooth chocolate chest was hot. Andre' licked his lips, and draped his arms over their shoulders. Neil stood there confused.

“Sup Neil?” James asked

“What the hell did you do to me freak?!”

“Now that's no way to talk to me slut.” he looked down at Neil

“Last thing I remember is you wanting me to suck your cock, and now you have some of your fag friends going at it.”

“Yeah, aren't they fucking horn monsters?.” He looked at the trio. Ryan had stripped to his boxers, and was humping Andre''s legs. Brad's jacket lay strewn on the floor with his shirt, while it's owner rubbed naked chests and passionately kissed the mexican youth. “Anyway don't you feel something strange?”

Even through Neil's over-large clothing you could see he was turned on. “No I don't, this is so fucking gross.”

“Come on you little cum slut, you wanna join in. You want to close you mouth around someone's cock.” He rumbled with pleasure, “I know you do cos I made you into a cute little gay boy. You can remember what you were before, but in a while you'll get so addicted to cum you won't care.”

“NO!” His eyes darted side to side, as if they themselves were looking for a way out of the situation, like rats escaping the sinking ship of his body. They locked onto James' hands as they reached into the deep folds of his baggys and unzipped. A long, hard penis was drawn out. Neil's arm was drawn toward it, long thin fingers gripped the light brown shaft. He dropped to his knees, his eye's still darting desperately, but the rest of his body language screamed want. Neil devoured the shlong in one gulp, and set about becoming a human vacuum cleaner. James ran his finger through Neil's straight (It was the only part, along with his cock, that was str8 now), strawberry blonde hair, enjoying it's lightness.

The other three were getting along well. Ryan was pumping his 9 inch black pole up Andre''s hispanic butt. His throat was stuffed with Asian cock, all 7 inches of it. The three writhed in unison, pumping and groaning. All 5 guys had some form of fuck that night, Neil was always bottom or the sucker whatever he did though.

Following Neil's transformation and initiation, James decided that the former fag-hater had earned a juicier place amongst his harem. Later that evening he made some adjustments to the strawberry blond slut and invited him back to James' own room.

Despite an afternoon of almost constant submission to every rigid prick in the house—and there were no shortage of those—Neil seemed more than ready to offer himself up to James.

“Not just yet dude—I've got some changes in store for you”.

Neil paled: “You're not going to make me, ugh”—he grimaced—“a girl.. again are you? Although I'll take your cock any way I can get it”

James laughed, and laid his thumb on Neil's mouth. “No I'm going to make more of a man out of you. How do you feel like getting through puberty in one night?”

He took Neil's gaping mouth as an invitation and drawing the gay-boy to his own powerful frame, he sucked deeply on the delicate tongue. This was the first trigger for a series of slow changes that would occur through a night of increasing intense fuck-magic. A fine sandy down began to appear below Neil's slim waist, chiefly concentrated around his already very mature cock but also evident on his butt and legs. A few wisps of darker hair also began to creep up to the navel.

Over succeeding hours, as James ruthlessly teased Neil's developing body, the slender frame began to fill out into that of an athletic youth. James nibbled and tongued the flat-nipples as they rose above magnificently defined pectorals; repeated exercising of the ripe ass saw it bloom into a succulent bubble-butt. Neil's growing strength finally approached that of James and the two grappled hungrily at each other as their triangular torsos engaged.

“Geez man” Neil gasps once in exhilaration, and then again at sound of the sexy baritone voice generated by his new untiring ball sacs “—this has been a wild night”. His back arched as he sat astride James, clenching his buttocks around James equally untiring prong. James reached forward and sucked energetically on Neil's granite-like cock, teasing the cockhead again and again until Neil—delirious with pleasure—fell forward to stop him momentarily. James took the chance to grab pull Neil face down into his left armpit to savour some changes James had made to himself.

James' musky under arm odour now had the stimulating effect of a amyl jolt. He held Neil's nose there long enough to set off some more changes. The almost too-pretty Neil needed an edge to set him off from the other muscle-boys waiting just outside. The still-boyishly-short hair now began to snake out to a greater length of thick red-auburn hair that now ended between his shoulder blades.

Neil sat back up, his head still swimming from the intense stimulation to his sinuses, and caught a reflection of himself in one of the strategically placed mirrors James had placed around the room. His eyes now seemed to have a slightly Eurasian cast to them, his lips were fuller and his now golden-brown left pec had a tattoo of Astroboy firing away from the nipple. A pair of thick gauge silver ear rings finished out the set. Looking back down he saw that James had a tattoo of Kimba the lion on his own breast. He began to cum merely at the thought of how unbearably sexy the two of them seemed together.

That was all he had time to register before he became conscious of James' cock, still possessing him. The two embraced with open mouths as James finally decided to let go, and the two spunks held each other as wave after wave of expelled cum shook itself into Neil's welcoming ass.

When James emerged from his room the next morning he found a hastily penned note stuck to the door.

“Surf's up! We've all headed down to one of the beach cottages to get away from the noise you two animals were making. Next time don't lock the door—we want in! Your ass is mine when I see u next. Your luv-buddy—Nick PS Lick, suck, shoot”.

James smiled—almost with relief. After waking up to find Neil's devilishly sexy features buried in his groin, and following that up with an hour of serious sex play, he appreciated the quiet.

He threw on some loose grey track pants, and grabbed some fruit, then plonked himself down at his desk to let his imagination run a bit further. He idly switched on the TV to see what morning 'toons were still running. The jarring loudness of an ad-break ends, as an episode of “Skater Cats” resumes. This is an old fave of James, who always wished that he could skate like the feline four who fight street crime on souped up boards. Now that he *can* skate, his attention turns to their powerful figures—not that he wasn't always secretly turned on by those… Idly playing with his nipple he remembers the Kimba tattoo he placed on his chest last night…and an idea starts to form.

Despite the pleasures of the previous night, James is hooked on using his power in new ways. Perhaps he should grab some new bods in while the gang are out to experiment in some new wilder *hornier* directions.

James dresses quickly, grabs his board and leaves a note for Neil to join the others at the beach cottage. A little nudge in his file and there isn't much choice for Neil. He heads down to a rink in a nearby neighbourhood.

When he gets there the rink is deserted and he puts in some time on some trickier moves, losing himself in the exhilaration of leaps and turns. After some time he becomes aware of a group of 3 guys sitting on a bench, talking and laughing amongst themselves—but from the way they're pointing in his direction, he gets the impression they're making fun of him. James spun off the ramp and headed in their direction. As he got closer he recognized them as some jock-types from his school, a couple of years ahead of him. Until his recent transformation, James would have done anything to become like these guys, but now he's passed them on a hot-rocket to horn heaven.

“Got a problem—guys?” He draws out the last word with a hard, angry 'z'.

One of them—Michael as he recalls, an all round sportsman with close-cropped black air, is quick to reply: “I think you're the one with a problem. Get yourself a real sport. This skateboard stuff is a dead-end, made for dead-enders.” The others snort in agreement. “Don't I know you?” says another, Tim, a burly sandy-haired footballer with piercing green eyes. James shrugs it off: “You should recognize a great skater when you see one.”

“Yeah right, whatever”. The last one pipes up. Scott, a swarthy islander from up north, is slightly smaller than the others but the school's champion runner for several years. “…and how many minutes does it take before you're a great skater?” He smiles at his own remark. All three wait for James to reply.

James is tempted to snarl a response, but his 160-IQ has already mapped out some possibilities. He makes an offer “well I guess you hotshot types could master some moves pretty quickly with the right teacher”. Nods from two of the guys. “Why don't you come around to my place”—he hands Michael a piece of paper with the address—“in about an hour? I've got some great videos and a projector TV to watch them on. You pick what you want to learn and I'll make you a wiz at it by the end of the day.”

The offer seems too outrageous to refuse, although the paper passed between them has been created by James to trigger acceptance. A chorus of grunted OKs brings a wry grin to James' face, and he races home to open a new set of files.

At home, James makes some changes to the layout—an additional TV room is now fitted out with a long curved modular lounge, and state of the art projection equipment with a screen built into the wall. A large mirror masks a one-way window from James computer console. He opens a set of files for Michael, Tim and Scott and sketches out some basic changes. His experience with designing special triggers for Neil's changes the previous night has prepared him for some more elaborate cues to work on the unsuspecting man-meat about to enter his lair. A boner starts poking its way out of the top of James pants, he moistens it with his tongue and slowly manipulates it as he keys in further changes for himself.

Exactly an hour after making his offer, the doorbell begins to ring loudly. James reluctantly packs his cock away—for a short time only, he knows; and greets them at the door. As they enter, he sees they have gone home to change into more athletic attire, not exactly suited to skating but sexy nonetheless—shorts, T's or tanks and plenty of tasty flesh on display.

“Surprised you turned up dudes—glad you could come—just this way” He herds them into the new TV room and gestures to the lounge. The TV is on, with “Skater Cats” playing silently—James has a CD playing loudly. “Sit, hang, I'll get some drinks”.

Back at his console, James observes as Tim and Michael sit a few feet apart in the centre of the lounge, while Scott moves up to the screen, at first impressed by the equipment, then unimpressed by the onscreen action. “What's this—kiddie time?”

“Not the sort of pussy I like” Michael suggests, but sits back into the lounge.

“What's with the tight pants on that tiger dude” scoffs Scott.

“They seem kind of cool to me” says Tim, surprising himself. The others turn their attention to him in greater surprise. His comments are supported by a very definite bulge. He begins kneading his covered boner, breath shortening as his hair begins to stand on end. Tim's torso begins to expand and push beyond the confines of his oversize tank. His loose shorts now cling to muscular thighs in a manner very similar to “the tiger dude”. Michael leans in to inspect the changes, and as he grabs Tim's arm, notices that it also has become more muscular, and has begun to become covered in short black fuzz.

“Tim, Michael—what's happening to you guys?” Scott is momentarily unaware of his own muscle growth, and that his long hair has begun to shorten and simultaneously spread across his body. He holds his hands up in front of his face and sees that the hair is sandy with black splotches in places, while his nails have begun to thicken and lengthen.

Tim stands, and watches as his transformation into a tiger man continues. His face becomes more feline in appearance, while his orange body hair is marked with the expected black stripes.

“I'm getting hairs on the palms of my hands” Michael moans, as he morphs into a pwoerfully built panther man. His chest has burst through his tee, and he has removed his shoes and socks to accommodate developing claws.

James watches with fascination as leopard, panther and tiger men react to the muscular development that has accompanied the more unusual physical changes. Meantime James has allowed himself to become a lion man,—a velour-like covering of sandy fur covers his body, and a luxurious mane of dreadlocks has erupted—not as full as a real mane, but copying the hip style of the skating lion man. He joins the three to find them standing in different poses, flexing, flicking their new tails and blinking in surprise with their great cat eyes at their friends. Their bodies were still essentially human, but the addition of wild feline qualities made them appear definitely only fit for an adult audience.

They stare at James as he stands before them, proud and imposing. A majestic black superhuman-looking cock stands above the tan hair around his groin. Tim's tongue hangs out as he gawps at James, a definite bulge in his own pants. Hmmm, James thinks, this one was a closet case before I started working on his file.

“Tim why don't you see how Scott is doing, and I'll check Michael.” James heads for the slightly panic stricken panther, and with one claw rips off the remaining clothing. He growls and displays his fangs, and bringing Michael closer, drives his powerful velvety tongue into one ear while simultaneously fondling the rapidly growing black panther man's cock. Michael makes a sound mid way between growl and purr at the combined effect. James turns him around, and plants 10” under Michael's tail, feeling his heavy hairy balls scrape against the black fur of the muscular butt. Hearing more growls, James turns to see that Tim has pushed Scott face forward onto the lounge and has buried his long tongue in the leopard butt, lapping at it while Scott writhes ecstatically, muscles gracefully rippling under the ferocious onslaught of Tim's pent-up desire. Around the room, newly-sensitized nostrils flare as the overwhelming male musk incites them to a frenzy of lust.

James bites into Michael's neck, sucking the taut muscles in a way that he knows will stimulate that erogenous zone. Further changes have seen Michael's ears gradually move to the top of his head, where they are now flattened back against the black furred skull in submission. His tail dances in rhythm to James' powerful strokes, and he rakes his clawed hands back across James' thighs, drawing him closer in.

Scott and Tim are now standing—the leopard is against the wall, pinned on the engorged tiger cock. One of Tim's outstretched hands press both of Scott's hands above his head, while the other pinches and caresses at the leopard pecs. Scott has surrendered himself to his mate as they nuzzle, sometimes lovingly, sometimes savagely.

“I don't know what just happened to me but it sure as hell beats anything I've done before.” Michael's voice sounds sexy and Jamaican. James thought it was a little bit of a cliché to do it but he loved the effect.

“That's enough talk” James commanded: “The king of the jungle wants to feel some panther power.” He turned and proffered his royal ass to Michael, who wasted no time in forcing his schlong into its welcoming grip. It wasn't long before the other two cats had joined them—although well muscled, they were very flexible and so they twisted themselves into position so they could alternately suck on Michael's pendulous balls and James' pole.

After a short-period, James excused himself and made some further changes to the jocks' files. Without noticing it, they gradually reverted to more human form: Michael was now black, with shaven head; Tim had short tiger-striped hair on his head, while Scott had short blond & black dreads. When James rejoined them, Tim was sandwiched between the others, his butt clenched around Scott's dick as he frenched Michael like there was not tomorrow. The wild orgy continued for some time, each time one blew there was always one drinking down the cum while another blew inside him. Finally all ended up draped sleepily over each other on the lounge.

Later as evening came, James reluctantly let them go. Now they were a tightly bonded threesome—although if you looked a little closer you might see slightly prominent incisors, or notice how far they could stick out their tongues. The eyes had a certain quality that was unusual—but James made sure no one would question it.

He arranged their files so that they could transform themselves into their were-forms, but only in each other's presence and with no one else present. They would not be able to tell anyone of what had transpired. He warned them that if they broke either rule, they'd be turned into strays. They all protested that there was no danger of that. As James showed them out, massaging each other butts, he could see that they would not be tempted to break any rules…

James decided to return Neil to his 13 year old cum junkie form, he liked him that way. Nick had expressed his displeasure about aging Neil, he still felt Neil needed punishment, and he wasn't getting it in his new form. James introduced the ex-jocks to the group, but they weren't staying, but he make sure they visited. As he looked around the collection of skater dudes it occured to him that the place was getting a little crowded now they all lived there. Not that there were too many guys, that could never happen. A lot of room was something he liked though, so some had to go or he had to enlarge the place. He wasn't in the mood for enlarging, so he decided to let some of them go. Now he had an 18 year old they could rent a place. He might send some surplus guys along with the older guy, then he might visit them every now and again to fuck them.

After some thought he decided on a list to stay. Nick, Neil, Jason & Kurt, Ryan, Andre' and Shannon. Good mix of ages and races he thought. He'd leave Aaron in charge of the new group, even though Brad would be older then him. All that was needed now was a place for them to stay. So he went downstairs to make some changes, and made himself a palmtop with Maker on it as an afterthought, just in case a landlord needed some persuading. He grabbed all the guys and they went for a skate around browsing for a new place.

As the whole group skated off into the distance they weren't unnoticed, despite James' efforts a couple of people watched them leave. Patrick and Daniel had been watching the flat for a little while. They weren't really all that interested in the group, but the house itself. They were burglars.

Patrick was a 25 year old, 6' with brown hair and very fair skin. His face was speckled with light blemishes, and altogether he wasn't all that good looking. Daniel wasn't much better, he stunk of stale beer as well. He was 23, shorter and thinner then Patrick coming in at around 5’9, and 80 kilos. His dirty blonde hair wasn't naturally that colour, but out of neglect. He carried a chunky backpack, it made noises as he shifted. They burgled for fun, staking out places for ages, just cos they had nothing better to do with their time. It gave them a bit of extra money, but they were cautious and were select in what they took.

“Bunch of kids, I think that's the lot of em” Patrick stated

“Yeah,” Daniel dragged on his cigarette, “See how many?”

“Nah, couldn't really see them clearly for some reason.” Patrick squinted as his brain went to work, James' work making it hard to be sure of they even being there, “Four or five maybe mate?”

“If there's anyone left we can deal with them right?” Daniel blew out smoke accidentally into Patrick's face

He spluttered and knock the smoke out of Daniel's hand. “You are a dickhead Danny, those things'll kill you, if I don't get you first.” He coughed again, “Watch where you blow the smoke next time, or you'll be doing it from your arse. Let's get a move on.” Clumisly they approached the backyard flat.

Once they reached it they decided to go in through the front door. Daniel pulled out a crow bar, and wrenched the door open. Patrick went across the threshold first, and froze…not hearing anything continued into the house. He turned around to talk to his friend.

“Ok do a quick search of this level, I'll go up stairs. Just stick to this level though, and make a note of stuff that is viable.” Daniel nodded at the instruction and moved on his way. Patrick headed for the upper level.

About 15 minutes later they meet in the tv room. Patrick had searched the gym/skate room and found that there was nothing of much interest there they could get out easily. Daniel had found the ground a bit more yielding, with the tv, stereo, and so forth. He'd found the door to the basement, but had decided to wait for Patrick.

“Well that was fucking useless, who are these guys?” Patrick made a gesture up, “There's a sort of rec centre up there.”

“Nice stuff down here,” Daniel gave Patrick a list he'd made. “I think there is some sort of basement through that door, there are step. I thought I'd wait.” He took another look around, “Oh and there aren't any bedrooms in here, not anything obvious anyway, must be some sort of giant games room place for the local kids or something.”

“Don't make too many assumptions air head, you might cauase yourself a seizure. Yeah, well we'll have a look downstairs.” He headed to the door, and made his way down.

At the bottom of the steps they opened another door onto a darkened room. The stepped in, there was a pause. Their feet sank in the plush carpet as they searched for a light switch. The light revealed James's large room. His bed a mess, churned up from sex the night before. The duo had no idea what had been going on to cause the mess, there weren't any cum stains to give them clues, James had Maker run a subroutine to clean stains up. They noted the computer, large bed, three doors (newly added by James the morning before to deal with the new permanent crowd), an even larger stereo and cd collection then upstairs.

“Shit, now this place is complete.” Daniel exclaimed. He raced over to check the doors, he discovered one was an ensuite, another was a huge walk in wardrobe, the other was locked. He was about to jimmy it open when Patrick stopped him.

“Don't bother opening it Dan. We've got more then enough stuff here, I don't want to have to decide between more stuff as it is.”

“Can we take the computer, it looks hell powerful.” He moved over to it.

“Hey if you can carry it upstairs by yourself sure.” Patrick had decided that besides the cd collection there wasn't anything here he could be bothered carring upstairs, expecially when there was stuff on the floor above. He decided to check out the computer though, it could be interesting.

Daniel sat down in front of the monitor, Patrick rested on the tower. “Let's start her up, hmmmm hasn't got a brand name on it, must be a backyard job.” He reached out and pushed the power button, which turned out to be a mistake.

Now James was protective of his computer, he had always been, but expecially now he had Maker. The rest of his stuff didn't matter, cos he could always make more. If someone used Maker though he knew it could be really bad, he just played around but if someone serious got their hands on it who knows what could happen. He had programmed his boys to stay away from it anyways, but he knew the possibility that someone could try something. A couple of days the thought had occured to him, so he had checked up about being able to leaving little triggers running, even if the program was not running. So he had left a small booby trap, if someone else tried to turn it on, or even touched it while it was on, they would get a bit of a surprise.

Daniel jumped first, he was standing a meter away a moment later, after a jolt passed through him from the power button. Now it was turned on Patrick recieved a shock too. “Jezuz Christ it's live” He yelled as he propelled himself from it. He was a little shakened, but not as shaken as he was he he looked at his partner, who appeared to be changing.

Daniel's hair became a very light blonde, he began to get shorter and younger losing his stubble and slight paunch. Soon he looked 16, he was different then when he was originally that age though, his hair shone, his face clear of acne, and he was broader. His clothes hung off him as he continued to regress, 15, 14, 13, 12, getting cuter and cuter until he finished at 9. His clothes begun to adjust. His pants became long cargo shorts, they slid down his waist, exposing the tops of a pair of pokemon boxers. His shirt turned baggy and unbuttoned to reveal a fair white bod that was still developing, then his sneakers became better suited prowlers. A skateboard poked out from behind his back, sticking out of his backpack that had been up to that point filled with more dubious equipment. His hair grew out a little, his nose snubbed slightly, and a stud appeared in his left lobe. He looked everybit the prepubescent skater.

Patrick gapped at the transformation in front, as his own overtook him. He begun to regress, but just like Daniel it was not a regression to an earlier self, but to something new. He went from a 6', 105 kg, 25 year old man to a 4’7”, 40 kg, 9 year old boy. His short light brown hair lengthed and darkened, then found itself in a pony tail, exposing a new undercut. His pants changed becoming baggy board shorts, exposing smooth young legs. His shirt became a baggy tee, then a bulky jacket materialised over it, so baggy and open it was almost sliding off his shoulders altogether. His thongs closed over to become skater shoes. His green eyes darkened to a dark brown, his skin followed to a light honey tan, he looked like a well sunned boy. Finally a earring appeared in his right ear, as a board grew under his arm. Now Daniel and Patrick were a pair of really young skate boys, and their new lives and fun were just beginning.

Both kids looked each other up and down, their new personalities becoming established. The men they were, were now trapped inside the minds of two horny juvenile deliquents. Daniel circled Patrick, nodding his head. “Yeah bitchin'.” He brushed his hair behind his ear, “You look good Pat.”

“Yeah Danni, this is wicked cool. You're pretty hot you know.” Pat said

“Yeah I know man,” He moved over to the stereo, “Let's put on some tunes.”

“Yeah sounds good to me.” Pat walk over to him, a slight jangling of his chain could be heard. He encircled his arms around Danni's waist. Danni reached back with one hand and ran it over Pat's hair, playing with his pony tail. Then he reached forward with the other hand and turned on the radio. Some girl band was playing.

“Bitches who think they are artists, all they are skanks. Someone's gotta teach the world what the only real music is. Crap let's put some on.” The homey 9 year old went to the cd collection, and selected a couple of rapper cds. “Put this shit on boy.” He handed them over the Pat, who put them in.

As the rap started up they begun to try and break dance to it. They did it in a boyish akwardness. They fell over a bit, laughing each time. Daniel was attempting a back spin on the carpet, when Pat tripped over him. Danni in revenge wrestled with him, before the transformation Patrick would've won easy, but now was different they were both near the same. Danni was quickly emerging as dominant, relishing the fact he had an even grounding with the ex-older man now. They remained a mound of squirming and struggling flesh. After 10 minutes Danni made his way on top of Pat. He sat of Pat's firm stomach, holding his arm's on the ground, his opponent was paralysed. Pat looked up into the blonde boy's eyes, scanning him over. His hair was messed up, his clothes creased. His shirt still open revelaing his white chest, then to his white stomach, then he looked at his friends long shorts and wanted to know what was in them.

Danni loved his friend's gaze. “You like what you see you little slut.” He licked his lips. “Yeah that's right, I know what you want. Well you are my bitch now.” Keeping his grip on Pat's hands he raised them onto his chest. He didn't need to force them to touch, and he soon let go of Pat's wrists. They soon made delicate wide circles around Danni's smooth child chest. His apparent innocent younthfulness made it only hotter when he gently spoke obcenities to his boy. “Yeah Pat, that's fucking great. Fucking shit, this is wicked, homey g. Oh yeah shit.”

“I love you Danni.” Pat told him adoringly. He hope to please Daniel's new dominant personality.

Danni slapped him, “No bIt-CH, I dont want you to love me, you gots to worship me and my godlet body.” Pat nodded submissively. He certainly would, Maker had provided him that personality. Danni got off Pat, “Get up slut.”

Pat got up quickly. He wanted to whatever he could to make Danni happy.

“Yous gotta strip tease for me baby.” The 9 year old sk8r walked over to James' bed and sat on it to watch the display.

Pat was unsure at first. Akwardly at first he started by pulling off his jacket. “Slowly slut, you hafta make me happy.” Danni told him. Pat automatically went slower, pushing out his juvenile chest toward his dominator. The over large jacket slid off his shoulders slowly, down his arms then onto the ground, making a pile in itself. Managing to get himself into a rythym that some how complemented the faster tempo of the rap that permeated the atmosphere. He slid his hands down his body, til he reached the bottom of his shirt, then he gripped it and pull it taunt. Eyes closed his hands appeared to have a mind of their own as they pulled the tee up to expose his brown flesh. They teased his audience, by almost pulling it off, then pulling the shirt back down. All the while his body moved with the broken melody of the music. “Yeah my boy, yos got it, mmmm ya making me so horny bitch.” Danni drooled. Pat's shirt finally came off, and his hands were lacking an activity, so they moved back to feeling his body. Sliding over his tanned, taunt flesh, too young for real muscles, but you could see the potential. Sliding down they went, over his chest, then to his stomach. Then into his shorts, he felt his package. His body shuddered and let out a groan. His hands came back up, pulling his jocks up, so that they peaked over the top of his shorts. His hands seemed to glide inbetween and then pull his board shorts down. Exposing his white jockeys to Danni, then exposing more brown flesh in the way of his young legs. He kicked the shorts off, an achievement while maintaining his rythym. He slowly turned around, exposing a tight pair of buttocks, covered with his underpants. He wiggled it at his master, then grabbing the sides he slid them up, and the white covering, worked it's way into his crack, exposing two honey globes seperated by this cute white line of his running jocks. His hands found themselves moving down to his butt and they begun to kneed the flesh. He moaned in a childlike way.

Danni couldn't stand the beautiful display anymore, so he got up off the bed and moved up behind his partner. He encircled his waist, and sucked hard on his neck. “Yeah baby, you make daddy proud. Mmmmmm you make me so horny, I'm got to fuck you right now.”

“Danni, I'm not finished yet, do you want me too?” Pat asked, he got a playful slap on his arse as an answer.

“Nup whore, I wan yor ass now.” He reached down and gripped Pat's jocks, then yanked them hard, and gave him a wedgy. Pat stood in pain, until his underpants broke in the crotch, which Danni kept pulling up, around his waist, then over his head and arms. He smelt the crotch of the now torn jockies. “Mmmmm smells so tasty.” He turned him round, looking down he was greeted by a 3.5” dick and tiny balls, not bad for a 9 year old. “Lay on yo back like the little bitch you are Pat.”

Pat lay on his back, then he noticed his shoes were still on. “Do you want me to my shoes off?” Look up horningly at the blonde adonis who stood above him.

“No, leave em on, won't make a difference when I spike you with ma dick.”, undoing his belt and unzipping his shorts he revealed a 4.5” incher sticking out of his boxers. “Oh yeah, my dick's bigga then yours, bet's it bigga then any one in our year.” Spitting on his hand he wiped it on the cock as lubrication, then he knelt by Pat. “This may hurt, but ya gonna love it cos I am too.” He pulled Pat's legs up on his shoulders and postioned himself at his ass hole, then he just pistoned himself in. Pat's cry of sudden pain only excited him more, starting a rythym slowly at first. But he soon found his buddy's legs a hindarance, so he had the encircle his waist. Somehow it felt better. Soon both were moaning boyishly away, happy as can be. Master and slave, new partners in sex.

It had taken a couple of hours to find a nice big house for the sub group. Well actually technically it had only taken a total of half an hour, the rest they had spent busting moves around town, and at one point James had satisfied himself on a temporarily converted 15 year old. He'd skated into the otherwise empty skate park while the family were having fun. James hadn't done much, just made him open to being seduced, and they'd made out right on the ramp while everyone else skated around him. He'd blanked his memory, not feeling ready to expand the influence of his group even more just yet, 'well maybe just a little' Jame thought as he left him bi. He loved his new palmtop, so portable.

The last thing he'd been expecting on arriving home was to see the house had been broken into. It didn't really concern him though. He had the guys search the rest of the house while he made himself a drink. He'd left the basement to himself, wondering what he might find. The guys met back in the lounge room, as far as they told him nothing they knew was missing. James trusted they would know if something went missing, since combined they had probably all fucked on, next to, or with everything in the house he was sure.

“Well I'm gonna check downstairs, you guys can stay here.” He went over to the basement door and opened it, which let out the sound of rapping. He smiled, since he was sure that someone had to have stumbled into his booby trap.

At the bottom of the spiral stairs he found what he thought was a beautiful scene. Two young boys fucking on his carpet, listening to his stereo. The blonde boy had his hands firmly gripped on the tanned boy's waist, fucking him with enthusiasm. The boy with his back on the floor was covered in sweat, and the other was drenched too.

“Woah, break it up, you two will wear yourselves and my carpet out.” He grinned as the blonde boy leapt up, stuffing his cock in and zipping up smoothly.

“Who are yo?” He asked in a young voice that had a tone he'd expect to find in a 15 year old homey or skater…..or one of his boys.

“I'm James, you can call me Jay. I own this place.”

“Shit, it's a hell wicked place. Well nigga I'm Danni, this is ma bitch Pat.” He montioned toward Pat, who lay prone waiting for instructions.

“I'm sure he is, you guys got homes to go home to?” James asked “Nah man, no rents to boss us round.” Danni said

James got out his palmtop, and assigned the kids to a couple fo families that had once had his boys as children. A swap he smiled. He made allowances, the new parents wouldn't notice a lot of the boys tendencies and activities. The kids looked cool, but he didn't want them to stay he'd just solved that problem and they could visit instead of being permanents. This thought he had as he looked both sweat covered pre-teens over. “You guys betta get your clothes on and get home to ya mammas.”

He watched as Pat got dressed. Danni picked up his backpack, and they both went out. Waving as they left his bedroom, going upstairs to leave. He hoped they wouldn't get caught up fucking the guys upstairs, he smiled. He shook his head, kids today. Then he laughed and jumped on his bed.

James lay on his bed staring at the ceiling and thinking about the changes that had taken place in his life over the last few weeks. He chuckled to himself, if only he had found The Maker earlier, he could have saved himself all sorts of bother and had a lot more fun than he'd had at school over the last few years. He pondered what to do next, he'd had a pretty wild time with the Maker so far but he couldn't help wondering if it wouldn't hurt to do something a little more outrageous with it.

He sat up on the bed and began to stroke his cock, as ever, it sprang to attention almost immeditately and at the thought of the changes he'd inflcited on his two unwelcome guests he began to slowly jerk himself off. Turning anyone who tried to touch his computer into an oversexed pre-pubsecent skate kid was pretty cool and it set him thinking about a possible next mission for the Maker as he creamed himself onto his hard pecs.

A few moments after his session he heard the sound of banging coming from above him and muffled shouts from his boys upstairs in the TV room. Scrambling to his feet and packing his member back into his boxers he rushed to the door and opened it a crack. Glancing up the stairs through the gap, he could hear voices that definitely didn't belong to any of his boys.

“Afternoon Sir. Are you the owner of this property?” Came a female voice through the general noise and confusion he could hear emanating from upstairs.

“No, girl, my man Jays is!” he heard his number on homie, Nick reply to the woman.”

“No shit!” Came a gruff male voice's response. “Who the hell are you guys and what the hell happened to the two blokes your neighbour saw crowbarring your front door open?”

“Sorry mate but I don't know what you're talking about. We live here and we've not seen anyone come near the place all day.”

“Then how do you explain this?” Said the male voice again. There was a pause and then the voice came again. “Well I'll be… It's gone! Look Jo; where's it gone?”.

“What the hell! How'd that happen?” Came the female voice again.

“How'd what happen?” Came Nick's voice, a little confused.

“The marks on the door from the crowbar what'd you think?” She snapped back at Nick.

“Listen!” Came the man's voice again, this time irritated and sharp. I don't know what the hell you faggy kids think you're doing in here but it's over. Where's this Jays character?”

“Right here!” Said James. Emerging from the stairwell and walking out into the room. “What can I do for you?”

“You can tell me why you and your faggy friends have been lying to us about you owning this place and you can tell me where your mates are who helped you break in here in the first place.”

“Well.” said James, who in spite of his young age actually looked a fair bit older and stood a good few inches above the balding and overweight policeman and his youthful partner. “To be honest, I don't have to tell you anything but since you asked so nicely I'll give you an idea.” James turned to face the cop's young and very attractive partner. “Show us what happened to the two burglars would you?”

The young police woman looked confused for a moment and then jumped as if she'd had a slight electric shock. The group stared at her as she started to grow, her face frozen in a slightly dazed look. She hadn't been a particularly tall woman but now she was almost the same height as her partner and was still growing. After only a few seconds she stopped at 6’1” and then more changes set in.

At this point the older policeman suddenly found his voice.

“What the fuck's happening? What are you doing to her?” The aging cop's face displayng a mixture of terror and fury, paled as he suddenly found himself unable to move, a helpless spectator as his partner's changes progressed even faster then before.

By now, what had been an attractive young woman was starting to look decidedly more masculine, her jaw line strengthened and her nose became more pronounced as a light stubble grew out on her now deeply tanned face while her hair shortened and darkened to a crew cut and finally to a barely shaved scalp. All of these changes had taken place in a matter of less than 20 seconds and the process seemed to be speeding up. As the changes swept down her body, her long sleeved shirt shrank to become a tight fitting short sleved version in the same style revealing a mass of dark hair on her fore arms and at the same time squashing her breasts until they looked more like the well defined pectoral muscles of a gym enthusiast. Her whole body seemed to take a breathe in, expanding and tensing as the changes finally stopped leaving a very well built policman in a too tight uniform where the petite woman had stood only moments before.

Without any warning the force stopping the older cop from talking relaxed, and after staring at the motionless form of his former partner for a few moments, he turned to James, grabbed him by the t-shirt and began to shake him violently.

“Jesus Christ! What the fuck is going on here, what the hell have you done to Jo?” The statuesque new policeman remained motionless staring into space as his older partner continued to shake James roughly.

“You asked to know what happened to the two burglars. Well now you have your answer. I decided to have them re-assigned to more useful roles. They're now two nine year old skater kids with loving families and an insatiable appetite for boy on boy sex. How does that grab you?” The balding cop let go of James' shirt and began to back away from him.

“You fuckin' freaky fag!” He practically screamed at James. “I'll see you little shits rotting inside for what you've done here if it's the last thing I do!” He reached to his belt for his radio but before he could raise it to his lips, James pulled out his plam top and hit something on the screen. Instantly, the overweight cop froze and his body tensed.

James' boys looked on expectantly to see what would happen next. These changes were always fun and they knew that their leader, Jays, wasn't very fond of cops like this one so they had their hopes up for a good show.

The boys weren't disappointed. Before their eyes the policeman doubled over and began to shrink. As they watched on, his clothes began to dissolve away until he was left wearing nothing but a gold necklace with a small medallion on it. He continued to shrink until he was only 4 feet tall and at that point collapsed on to the floor, lying on his side breathing heavily. As the stunned spectators looked on, the changes speeded up. They noticed the former policeman's penis and testes shrinking until they finally retracted into the skin of his crotch leaving a small slit in their place which moved further between his legs stopping just below his anus above which the stump of a tail was starting to grow. The light coating of hair over the cop's body thickened and grew out until it covered even his hands and feet which had begun to stretch out and distort. The man's shrunken body suddenly began to collapse at the waist and grow out in the chest even as his now hairy face pushed out and elongated into a muzzle. Finally, as the transformation stopped, the gold necklace dulled and smoothed out into a leather collar with a name tag reading “Billie” attached to it. A leash whipped out from the collar and found itself in the hands of the muscular ex-woman who suddenly came to life, calling his new German Shepherd police dog to heel.

The swarthy cop, turned to James and began to speak in his gravelly bass.

“Are you sure you guys didn't see anything earlier on?”

James smiled at his latest creation as he answered.

“No mate, we were all away at the skate park and only got back a few moments before you got here.” The cop, Joe, smiled back at James as he turned to leave, his trusty dog, trotting obediently at his heel.

“Well.” He said, “If you guys see anything funny going on around here, be sure to let me know and I'll be right around.” Joe winked at James as he walked down the garden path towards his car, his firm butt pressing temptingly at his tight trousers as he adjusted his hat on his stubbly head.

James knew there were possibilities there. He of course couldn't ever be seen to like a cop, after all, they were the ones who tried to get skaters like him off the streets; but with the Maker at this side, that didn't have to be the way things were and it made him glad to be the red blooded, virile male that he was.

What to do now? Having the Maker was fun but he was getting a bit bored of just playing around with it. Now was the time to do something a little more intense. He sat down at his computer and pulled up the Maker's main screen staring at it for a few moments before jumping up and calling out for Nick.

“Yo, Nick!” He yelled up the stairs. “You there?”

“Wha's up?” Asked Nick appearing at the top of the steps a luscious sillhouette of hard muscle against the light.

“Come down here, and let me get a look at you, I've had an idea.”

Nick ran down the stairs and stepped into James' bedroom, 6’2” of gorgous man, wearing nothing but cargo shorts and sneakers. He stepped over to where his friend sat at the computer busily typing commands in and chuckling to himself.

“Wha's up Jays?” Asked Nick, as he stood behind James' chair and reached round with two chunky arms to fondle his best friend's nipples.

“I'll tell you wha's up!” Grinned James, turning to face Nick. “We're all fed up of being told where not to skate and blade right?”

“Hell yeah!” Nick nodded. “Only this morning Tye got a warning from some do goodin' cop who was too busy watching for kids skating to worry about real fuckin' criminals.

“Exactly!” Agreed James. “Well it's been goin' on for too long and it's time to sort that out. From now on anyone who goes skating in this town is gonna be safe. Would you care for a demonstration?” James grinned at Nick and winked.

“Oh yeah!” Replied Nick. “I wouldn't miss this.”

A few minutes later James and Nick set off in the direction of the police station leaving the the rest of the group engaged in a particularly messy orgy that was seeing the pre-pubescent Neil being skewered by muscle stud, Shannon, while the rest watched and jerked off.

Nick, who was slightly disappointed not to be joining in the orgy, followed close behind James as they boarded off in the direction of the police station.

After a few minutes, they pulled off the sidewalk by the big courtyard area in front of the police station. Everyone in the town knew that skating in public places was against the law so this was the perfect place for James to try out his new plan to give the skating community a bit of a break.

Before either of them could even start practising their moves a crabby looking and very over weight cop stepped out of the main entrance to the building and began to make his way over to the pair.

James winked at Nick.

“Keep it cool bud and watch this!”

As the fat policeman approached them he began to speak.

“Now you kids better not be planning on skating here.” The cop wheezed with a cough. “The skate park's over on the other side of town and you all know very well that that's the only place round here that you're allowed to do it.”

He frowned at Nick and James as if waiting for a response, beads of sweat standing out on his brow in the heat of the afternoon sun. When neither of them said anything but instead dropped their boards to the floor and put their feet on them, he decided that stronger action was necessary.

Reaching down to his belt he was about to grab his notebook to get the two youth's names when he started to feel strange.

James flipped his board up and caught it in his right hand as he settles back to watch the cop who had started to lose weight rapidly. As James and Nick looked on, the cop's rotund body seemed to spasm and grow upwards, the growth continuing until his height was just over 6'. At the same time as growing upwards, the man's arms, neck, chest and legs began to bulge with new muscles, which went from noticable to defined in just a few seconds. The sweaty face, thinned, and strong cheek and jaw bones emerged from beneath the fat to leave a rugged looking stubbly face that began to grow younger looking by the second.

Without any warning, the cops clothes suddenly came to life, rearranging until, within a matter of seconds, he was no longer wearing his standard uniform but instead sported a pair of navy skate trainers, baggy navy cargo pants and a tight white muscle t-shirt with a police crest on the breast and a small badge with the name “Brad Wilkins” on it. Finally, the young man's hair grew out by a few inches and a baseball cap with the police logo appeared on top, which he absently reached up to adjust, putting it the wrong way round.

Both James and Nick were impressed. In less than half a minute, the cop had changed from being an overweight 45 year old 5’7” man to become a 6’1” 22 year old muscular adonis and best of all, the first of the town's new police skateboarders.

James grinned at the cop who smiled back as he reached down to pick up his board which had appeared on the floor by his feet.

“Mind if we hang with you for a bit?” Asked James to the new cop he knew he didn't have to ask of course but made it more fun to strike up a conversation.

“Sure thing man!” The cop replied. “I'm off duty for a couple of hours. Wanna hit the streets with me?”

“You bet, Bud!” Agreed James, flashing a smile and a wink at Nick as the pair set off down the road towards the park.

The new skater cop, Brad, was obviously an expert on his board and Nick and James had to work hard to keep up with him as they flew through the streets, making for the big park at the centre of town. Pausing for a breather by some steps, James pulled out his palm top computer and made some adjustments to himself and Nick so that they'd be better able to keep up with Brad from now on.

As he slipped the portable back into his cargo shorts he couldn't help but notice Brad looking at him with hungry eyes. Spotting the bulge in the new cop's shorts, James took the lead and the three of them made for the dense undergrowth at the end of the park where no one would be able to see them.

No sooner had they slipped into the bushes than Brad, threw himself onto James, hungrily kissing his tanned face and pressing his throbbing cock into the young skater's crotch. Nick, feeling a little left out, put a hand beneath Brad's shorts and began to massage his sizeable package before unzipping his flies and letting the cop's 8” monster loose from his boxers.

Through deep kisses, Brad panted to James to bend over for a little routine examination and, needing no encouragement from the muscular stud, proceeded to drop his shorts and present his ass to the cop's throbbing penis. At the same time James' own cock fall into the waiting mouth of his homie, Nick, who expertly deep-throated the massive member as if his life depended on it and began to massage it with his tongue.

As Brad pumped back and forth into James' eager ass and Nick sucked on his member, James felt that familiar feeling building inexorably in his loins until finaly the three of them came in unison; sweaty and exhausted but deeply satisfied.

“Man!” Groaned Brad. “That was some fuck! What're your names boys?”

“I'm Jays.” Panted James through deep breaths “And this is my G, Nick.”

“Well guys, you sure know how to show a guy a good time! What say we hit the skate park before I head back on duty?”

“Why not man!” Grinned James at the cop, before planting another deep kiss on him.

James pulled himself up and reached down to give Nick a hand before turning to grab his board and the three of them set off for the skate park.

It was early evening when the trio arrived at the skate park and James was pleased to see that the rest of his posse had come down too and were practising on the ramps and pipes with the rest of the town's skaters and bladers.

As Nick sped off to catch up with the others, James spotted his other two creations of the day, Officer Joe and Billie the dog walking past the park on their beat. James decided that maybe there was a little more fun he could have for the day and reached down to his shorts for his palm top. James' heart skipped a beat when he realised that the portable computer was missing. He guessed it must have fallen out while he was hainvg sex in the bushes at the park but it was too late to go back and look for it now as it was getting dark.

James thought fast, if he couldn't find the palm top then he had to destroy it and the only way he could do that was by using the Maker. Waving a quick goodbye to Brad and the others, James sped back to the house praying all the while that no one had found the palm top or worked out what it could do. As he rounded the bend in the road before his house he saw something that made him realise he was too late. Mr. Benson, James' family's long time neighbour and general pain in the butt was out mowing his front lawn bu there was something different about him this time. As James got nearer, he realised what was wrong. Mr. Benson seemed smaller than usual. In fact, Mr. Benson seemed to be shrinking as James watched and at the same time getting younger looking.

It all looked very familiar and now James realised that he was starting to feel something happening to himself. A slight tingling and he felt himself growing shorter, deflating as his muscles collapsed and his body grew younger. He suddenly realised what was going to happen and knew he had to get away from Mr. Benson who now looked about ten years old and was sporting skater style clothes and a ponytail that hadn't been there a moment before.

By this point James was almost the same height as the former Mr. Benson who was starting to look at him with hungry eyes that James knew all too well. He had to get inside and to his computer before he forgot who he was and became a sex mad pre-pubescent boy like the two ex-theives he guessed had found the palm top.

As he ran into the house he felt more and more of himself slipping away and noticed that his shorts had started to transform into very loose jeans and that he was now wearing a shiny basketball jersey. Fighting an irresistible urge to start beating off his new little boy's cock right there on the floor he just managed to make it to his computer as the final stages of the transformation took place. As he reached out with small boyish hands which were starting to darken to a deep chocolate colour he just managed to type in commands to reset reality and press the return key before loosing himself completely in a narcotic wave of sexual desire.

James came to. Cautiously opening one eye to peer out at his room he realised that though it was still his own bedroom, something wasn't quite right. He remembered running into the house to stop the effects of his missing palm top version of the Maker and remembered hitting the enter key after choosing the appropriate reset commands from the Maker's menus. What was wrong then..?

Lifting his head slowly from the desktop which he'd passed out on a few minutes before, he looked around him and groaned as a wave of dull pain flashed though his head.

“Fuck me!” He cursed in a boyish tone as the wave of pain passed. Looking carefully down, James was somewhat surprised to see that his arms were still dark brown and still very much those of a ten of eleven year old kid.

“Shit!” He cursed again, this time slamming his small fist on the desk as he turned to get up from his chair.

Walking over to his wall mirror, James was acutely aware of how much he had shrunk. As he approached the silvered glass, he saw a small black boy wearing very baggy Hilfiger jeans, white sneakers and a New York Nicks basketball vest staring back at him. As he took in in his new face, gold earring and shaved head he felt a familiar stirring in his loins that prompted him to pull out his cock and stroke it.

He stared at his small cock as if hardly able to believe it was there, and almost without thinking began to jerk himself off as he stood before the mirror. After a few moments, he picked up his pace and within seconds, the new look James exploded a spatter of cum over the mirror and sat heavily back down on the floor, breathing deeply and with a smile on his face.

He couldn't work out what had happened. Sitting back down at his desk he pushed the space bar on his computer to quit the screensaver and jumped as he got an electric shock.

“Fuck! Now what.” He shrieked as the computer screen flicked back into veiw.

Without any warning, he began to feel a tingling sensation all over his body which quickly died away and he realised, with horror, that he had just set off his own computer's booby trap. Dashing to the mirror, he saw that he had grown a few inches and also put on a substantial amount of muscle but that was about it. He still looked only 13 years old or thereabouts and couldn't see any other changes happening.

As he looked at his new body, he got horny again and then felt a slight pressure in his head. Too late he realised that the Maker was now re-programming his mind and thoughts of how to use the computer to set things right again, quickly faded as he decided he'd rather head down to the park and check out the talent on the basketball court.

Grabbing his b-ball from the closet where, until a few moments ago had lain his best skateboard, “Jez” dashed up the stairs pulled on jacket and bounced his ball in the direction of the floodlit basketball playground.

As Jez set off down the road in the growing twilight, he thought about how cool it would be if he could get a spot on the town's team. In his mind, he pictured the other boys in thier uniforms and got hard just thinking about being with them. As he turned the final corner into the road that led to the local b-ball court, he saw one of the team's players, Rob, step out from the light of the court and head towards him down the road.

The kid looked a little older than Jez and was better built, wearing loose fititng tracksuit bottoms and a tight, sweat stained grey vest.

“Sup?” Rob said as they approached each other.

“I'm cool man!” Answered Jez. “Just thought I'd come down, shoot some hoops with the guys. You?”

“Just finished a session but you know? There ain't much b-ball shootin' goin' on in there if you get where I'm comin' from!”

Jez looked up into the boy's dark eyes and felt a stirring desire to touch him well up from nowhere.

“Why don't we head back to your place and catch some TV?” Asked Rob grinning at Jez and making him go almost completely weak at the knees.

Jez had fantasised about getting time on his own with a stud like this guy for as long as he could remember and now here was his chance. He reached out with one hand and touched the player's crotch with his small black fingers feeling the hard flesh through the soft material of the joggers. Before he could stop himself, he grabbed the young basketball player to him and kissed him deeply on the lips while at the same time feeling his pole through the joggers.

Finally, Jez, broke off the full on kiss allowing Rob to speak.

“Fuckin' hell man! We'd better get you home for some proper attention!” Jez looked at Rob, drinking in his taut musculature, honed by years of hard practice on the court, and the two of them set off through the darkness towards Jez's house.

As they steped in through the front door, Jez turned to Rob and slamming the door behind them led him quickly down the stairs to his bedroom. Once inside, Rob reached out to Jez and gently put his hands on the boy's abdomen, grasping his b-ball jersey and lifting it slowly up until the defined muscles of Jez' bare torso were revealed in the soft light of the floor lamp. Pulling off his own moist vest top, he pulled the black youth to his body and clutching at his hard buttocks thrust his tongue into Jez' mouth.

For what seemed like an eternity, the two boys, stood locked in a passionate embrace, until Rob, sliding his hands down Jez' body, thrust his way past Jez' belt and began to lightly massage the boy's asshole.

Jez took this as a signal and dropped to his knees, running his hands down Rob's firm, tanned abs until they found themselves cupping his growing manhood and massaging it gently to attention. Finally, when he couldn't bear to wait any longer, Jez released Rob's hard cock from the joggers and jock-strap he was wearing and took the warm turgid member deep into his mouth.

Waves of ecstasy flooded over the two boys as Jez rocked back and forth onto Rob's throbbing penis stopping only moments before release and turning to let Rob apply his tool to Jez' waiting butt. Rob, of course needed no further encouragement and plunged his cock into Jez' tight ass in one thrust. Squealing in mingled pain and ecstasy as Rob gently gyrated his hips, bucking to and fro, Jez mind filled with visions of becoming this man's fucktoy, an obedient slave who's only purpose would be to satisfy his master. As the two approached climax, Jez hardly noticed Rob's increasingly insistent fucking as wave after wave of pleasure flowed through him until finaly he erupted a stream of white hot cum onto the bed at the same time as receiving an injection of the same from the dripping wet Rob.

As the two collapsed into each other's arms, Jez reached out and turned on the stereo to his favourite hip hop station before sinking back onto the duvet, holding Rob's heaving chest close to his own as they fell asleep.

The next morning, Jez woke early as Rob, crept out of the room to use the toilet. Looking around his room he realised he'd left his new computer on. Getting up to turn the machine off, Jez sat down at the desk and flicking the screensaver off, read the messgae he saw on the display.

“An error occurred while attempting to complete reset command.”

Underneath the message were two buttons, “Abort” and “Retry”. Jez thought for a moment. He remembered something he was doing yesterday not working properly so he decided to press the “Retry” button.

As the arrow cursor homed in on it's target and the mouse button clicked down on it, Rob, walking back into the room, was momentarily blinded by a flash of light emanating from the computer on Jez' desk.

As suddenly as it had started, silence fell on the room and the shocked Jez looked cautiously around only to see Rob begin growing and expanding until in a matter of moments a tall naked man with a huge cock stood in his place.

Without any warning Jez, felt a shiver run through himself and suddenly realised that he wasn't Jez at all but was James. As he grew and filled out into his old form the computer began to hum loudly, numbers and flashes of light appearing on screen before, once again, silence fell and the screen flicked back to it's screensaver mode.

“Holy… shit!” Was all James could slowly muster as he looked over at his best buddy Nick, who, sporting one of his famous morning tent poles stepped over and gave James a friendly peck on the cheek before dragging him back to the bed.

Lying on his back, covered in sweat from another round of sex with Nick, James stared through the ceiling. He'd come close to losing himself and everything he'd done. It made him sick to his core, he glanced at the resting body of his friend, the worst thing was almost losing Nick. Anger filled him, and a need to release followed. The anger drained away quickly, some how revenge didn't really entertain him. On the other hand some mischief would. He got off the bed and raced to the computer, Nick awoke briefly, staring blarily at his master/lover before falling asleep again. Asking for a status report on the palm-top he waited patiently.

The report came back quickly. Palm-top inactive, all commands since loss aborted, blah blah, finally he came across what he was looking for.

Currently in the possession of Danni Zambenitti and Patrik Simes—profiles currently held on both subjects. He'd been right, the two ex-cons had gotten hold of it and had used it. They must have been trying to turn everyone else into pre-teen/early teen sk8rs, but that didn't matter now. He was going to have a little fun with them.

First thing he did was transport the palm-top back into his hands. It appeared on the computer table with no fuss. Immediately he added some new protection sub-routines that were similar to the ones covering the main PC. Nick was to stay in the house all day, just in case the mischief he was gonna cause got more widely spread then the two pre-teens. He got up, went and kissed Nick on the forehead, and left to find the two little runts.

While he skated along he managed to write in a general area command, he wanted everyone to ignore him and his actions. He wanted to observe all the consequences he caused in peace, and he was not in the mood to be watched. Arriving at Danni's house he left his skateboard on the lawn and just went straight in. The palmtop told him that both Patrik and Danni were here at the moment. He found them in the lounge room watching cartoons. Danni would every now and again, when his attention wasn't soaked up by the tv, massage Patrik's inner thighs.

James started typing away what he wanted to happen first. He pressed send and looked up to watch. Danni's eyes lit up as a hunger filled him.

His hand glided up Patrik's thigh slowly toward his crotch. Patrik's eye had a faint glimmer of the same hunger in them, but he could only squirm cos he didn't want to anger Danni. When his friend's hand reached his crotch, he relaxed slightly and turned to face him. Danni ran his fingers through his passive friend's hair, spreading his fringe over his eyes.

He stood up and quickly undressed himself, his clothes making a baggy pile beneath him. Patrik immediatley followed suit (lack of), and soon there stood two naked, cute, athletic 9 year old skaters. Patrik went automatically to kneel infront of his friend, his hunger being for cum.

A shove on his chest sprawled him on the floor, as Danni also had the same craving. The 69 position was quickly worked out and soon they were sucking away like a baby at a mother's tit. Cocks in mouths and racing away.

Soon they orgasmed, spewing out for some reason a large amount of cum, they both swallowed everylast drop like it was food and they were starving. Danni went down again, but he found this time his head was a little futher from Patrik's crotch. Patrik reached up for Danni's butt cheeks and gripped them hard to bring danni's cock a little more into his mouth. They went again sucking away, Patrik finding it a little harder because for some reason it felt like the weight on his chest had increased, but he didn't care he was still hungry.

The next time they came it was a larger torrent, and it filled them up, the hunger died away. They rested for a moment, before Patrik croaked at Danni to get off him with his weight. They both struggled up. They looked each other up and down, they now sported pot bellies. Almost like the two boys were pregnant. The rest of their bodies looked the same, but now you went down then flat, young chest, hit the bottom of the pecs, then the stomach glided out and curved into a firm pregnant like shape. They looked each onther up and down in surprise again, then gazed at their own bulging bellies. They let their hands slides over their own flesh feeling the strange bulge of the new shape. As the hands felt themselves a slight adjustment came over them. The probing movements became more senuous as they felt the flesh and loved every inch of it.

Danni began to finger his navel, smiling at the feeling. They loved their new stomachs, in fact they loved the bulging look. As Danni fingered his belly button and made swirling motions across his stomach he thought of how sexy it would be if everyone had a big stomach….he had an image of guys with large bellies. He smiled, he'd love to see some other young skaters look like this, it was so nice. He pulled his pants back on, they wouldn't fit round his newly enlarged waist, so he let them just ride on his hips lower then they normally could, forced down there by the bulge. A disdainful look at the shirts dismissed them, they wouldn't fit for one thing, and Danni felt the bulge was too hot to hide.

“Get some pants on Patrik, let's go out.” Danni said, not occuring to him that not many other people would think a 9 year olds bulging stomach would be something to get a hard on at. James watched them and smiled, it was amusing for sure. The boys were cute and probably didn't know what they were doing before, but what they would up he'd decide on later. He put in a little thing to make this little change a bit more amusing, he wondered who would get it first. He followed them out.

The two sk8rs walked down the street, white and brown skin glowing in the sun. Bellies weren't really wobbling, they were firm, and they only swayed slightly with the walking. As they reached a crosswalk and waited for a time to cross another boy about their age stood there gawking at them. The kid looked like a regular stay at home type, neat clothes, shorts which were well above the knees. Shirt tucked in, black leather private school type shoes. His slowly looked up and momentarily caught Danni's eye. Suddenly the eye contact broke as Danni and Patrik crossed the street, the boy crossed too on his way to the shops. A growl rolled up out of his belly, and he felt a great hunger, he soon forgot about whatever his mum had sent him to pick up. Somehow something one of the boys had would satisfy him.

Danni sensed he was being watched, not looked at, watched. He turned to see the boy from the cross walk following. Another kid who liked bulges, he looked critically at the kid's own belly, but as far as he goes he's too flat. He let the kid catch up.

“Sup?” Danni asked him “What?” a look of confusion crossed his face, “Oh you asked what's up? I thought I heard you say sup for a second. Nothing much.”

Danni shook his head at that response, “Soooo what you looking for?”

“Oh nothing, just I wondered if you had anything to eat,” a grumble rolled out audibly, “I suddenly got really hungry and I kinda thought..”

“We had something for you,” Danni glanced at Patrik, and frowned.

Patrik's eye lit up, Danni's followed a second later. “Yeah we do actually, but let's find somewhere a little more quiet, otherwise everyone else will want some and there won't be very much for you.”

The kid's face showed a deep hunger, “Oh yes please. My name's Joshua.”

“Mine's Danni, and this is my homie Patrik.” Patrik rubbed his gut at his name. “Comeone we'll go to the rest room in the cd shop over there.”

James smiled.

They raced in and they begged to use the toilets, the shop keeper heard Joshua's stomach and thought it was some medical emergency and let them into the back room. It was dark, and they could see the selves were stacked with heaps of cds, they moved along to the bathroom quickly.

They got inside and locked the door.

“So what have you got?” Desperation edging in his voice, he held his stomach at the hunger cramps.

Danni dropped his pants, Joshua looked at the hard on. He seemed confused and then a feeling that it was like a cow's udder filled with delicious cream came over him. He knelt and enveloped it with his mouth.

He just sucked, like a vacuum cleaner. Danni sighed, and used one hand to grip onto his head and rub Joshua's forehead into his belly, while the other fingered his navel again. Patrik sat down on the toilet, dropped his long shorts and started to wack off at the sight. The boy just kept sucking, and the combination of the constant turbo suck and the forehead flesh being rubbed against his own set him off quickly. He gripped Joshua's head and held it against him, but he needn't, cos he kept sucking, every last drop of the biggest load he'd every given.

Josh collapsed in exhaustion and relief, then got back up slowly. A look of dissapointment covered the faces of the two 9 year olds. He was the same, and as far as they could see his stomach didn't even bulge slightly.

“Oh thanx, that was nice. I've never been so hungry, thank god that filled me up.”

“Can you take off your shirt?” Danni asked Joshua did it, anything for them now that he was satisfied. They stared at his flat, toned stomach, frowning. Suddenly Joshua groaned and his stomach began to inflate before their eyes. He soon reached a similar girth to them, the waist band of his shorts stretched over his belly then gradually slid down as the flesh inflated. They soon sat on his hips, following the curve of his gut. Once they settled his shorts lengthed and widened. His leather shoes became a pair of black globe tactics. His neat short hair grew shorter, becoming a crew cut. His crumpled shirt morphed into a skateboard. The two boys nodded their approval at the new Joshua.

“Oh fuck yeah,” He felt his new bulging stomach, “This is more like it.” He bent over to pick up his new skate board. “Thanx bro, mmmmm I can't believe I've been missing this. Phat new bulge, and becoming a sk8r, not much more I could ask for after sucking a weiner. Fuck I'm going skating.”

He walked out, Patrik and Danni followed licking their lips at the new sk8r. He stopped in the storeroom and looked around a bit. He found some cds he liked and just shoved them in his pockets. He winked at them, “I'll need some real good shit cds too, some rap, ska, yeah this'll do too. Come by the sk8 park later I should still be there.” He grabbed another and put it in a his bulging pockets, and with that he left through a back door. They went back through the shop. They smiled at their achievement, and a small hunger lit in them, but not the same gnawing hunger as before, this was just a desire to find some more subjects. James followed pleased and amused. No one but him could resist sucking on their dicks for something satisfy, and when they did…

They continued walking up the street, this time with new purpose. They weren't just showing off, they were picking sk8rs. Two older girls, about 16, were walking on the pavement toward them. They stopped and stared at the two boys, like many people did, it was just that these two locked eyes with them for a moment. Danni considered them, but decided not to 'choose' them just yet. He want to try some charm. The girl with hazel eyes wore a tee-shirt and over alls with the legs coming three quarters down her own. A rather falt chest would've made her look more like an effiminate boy, had it not been for the long brown hair.

Standing 5’7” in leather sandals, on her back she carried a sort of cross between a purse and back-pack. The girl with the blue eyes wore a mini-skirt and singlet with butterflies embroided on it, that exposed a flat tummy with a navel ring. Her waist was waspish. Patrik wasn't very attracted to either the flatness nor the ring. Her singlet was stretched by some reasonable sized breasts, the bulge got him excited, at least girls have something going. Her blonde hair was shorter then her friends, but she stood taller. 5’9” in her tri-band converse sandals. At least Patrik could get a blowjob this time too, as young as they were.

They reached the two girls. Blue-eyes wispered something in hazel's ear, both kept their eyes on the boys. Danni loved the attention, but even in his pleasure he noticed the revulsion. He'd change their tune.

“Sup.” Danni asked Blondie sneered almost, “Get away from me kid, what's wrong with your stomach?”

“Nutin's wrong, just right.” Patrik slipped in.

“That can't be healthy,” The brunette said, still staring in awe, “You kids being fed right?”

“On the best diet a boy could want.” Danni said, “The name's Danni, this is my homie Patrik.”

The blue-eyed one definitely did not want the conversation to continue, but the brown haired girl didn't noticed. Eyes locked onto the guts.

“Julie, and this is Racheal.” Racheal looked at her friend in amazement at her casual response. Her revulsion at them was now very overt.

“Com'on Julie, let's get away from these freaks.” She said, Danni didn't take kindly to the comment. He locked eye with one, then the other, 'choosing' them.

“Let's scram Rik, we obviously aren't wanted.” He grabbed his mate, and walked away fast, around a corner. He wanted to get away before the hunger set in. They could suffer a while. Julie'd been nice, but her friend was a complete bitch, so Julie guilty by association. Maybe once they went hungry for a while they'd really appreciate them when they got back. He'd take the bitch himself.

They walked through town for a while, not hurrying, just searching. It was while they were walking down a side street when a couple of older kids skated past. Only a glimpse could be gained of their faces, Danni wanted to take a look though. So he followed.

The pace was easy to follow, Danni's attention was totally taken by the pair of fellow sk8rs. Suddenly they were off the boards, skidding along the pavement. Both kids groaned as they came a long stop, and lay prone on the ground. Danni blinked in surprise at the accident. His attention wavered long enough for him to notice the 'cause' of the accident, all 6’2” of him. He stood there laughing at the two boys. He was about 18, white, blonde, 200 pounds, and very fit. Jock, that was the word that came into his mind. In his hand he held a footy, which he tossed and caught. His brown eyes were filled with michief. He strode over to his prey and nudged them. Still laughing.

Danni and Patrik slowly siddled up, being careful not to be noticed just yet. One of the kids begun to get up. Danni took him in, 5’7”, maybe 15, brown hair that was cut short, hazel eyes. His limp bizkit tee was ripped slightly, and his cargo pants had holes on the knees. Elbows had deep abrasions, bleeding just like his knees probably were, he groaned. The bigger kid's attention was draw to him at that.

“Feel so cool now?” he smiled, “Pisses me off really.” Out of spite he pushed the groaning boy to his knees. A sigh of anguish escaped his lips as his kees meet the concrete. The other boy also begun to get up, unaware of his friend. He probably stood about 5’6”, his face was obscured by his locks of dusty black hair. Danni guessed he was an aboriginal. His brown hands gripped the ground as he groggily made the journey to upright. His jacket had padded him from most of the fall and was only dirty, with a rip here and there. His long shorts were ripped in a couple of places, but since he had ended up on the dirt and grass he didn't have any major cuts, just some bruises.

“Come on get up you two faggorts.” The young man kept going, “Damn weak skaters, wouldn't even get on the under-12s team cos you two are such little momma's boys.”

“Fuck off pissant.” one of them croaked, the man struck him for that.

“Now why'd ya have to go and say that when you know you'll just get hit. Ain't got nothing tougher?” The football player said.

Danni had enough, time for some action. James watched bemused. “Hey fuck-wit, shut the hell up.”

The bully turned. “What the hell is up with you two, that is gross.” He sort of pointed at their guts.

All three momentarily forgot about the situation as they stared. Danni decided to do all three. He caught the eye of each one and choose. They stood there for a while as the hunger overtook them. “So why the hell are you doing this?” Danni questioned. Patrik pleased by the attention, wet his finger and circled his navel with it.

“Cos all sk8rs are faggorts. These guys rolling along taking up the whole fucking walkway, so I shoved them off.” He continued to stare.

“So what are all your names?”

“Jeff,” The 18 year old said, “Jeff Mika.”

“Mick Malorne.” The aboriginal said.

“Damien Hastings.” Said the last one.

Danni loved the hypnotic effect the hunger had. Turning to Patrik he indicated that he could have the two skaters. He wanted the bullying jock to himself. The group moved to a more secluded area, which was hard to find.

A condemned house provided it. They calmy walked inside, followed by the three older boys. Danni walked into the first bedroom, and dragged Jeff along. Patrik led the other two into the kitchen.

Mick and Damien's stomach rumbled together. Patrik pulled Mick closer, and motioned for Damien to wait his turn on the table. The 15 yo white boy got up and sat on the bench and stared. Damien licked his lips, totally silent. Patrik's hands found his zipper and down it came, followed by his pants. His boy cock stood to attention waiting for the older black boy's attention.

Mick got on his knee's and begun to suck, even though he was normally repulsed by the very thought. Patrik's balls were full, since the last time he'd had a decent blow was earlier with Danni. The sight of the older boy's dusty black hair bobbing on his cock set him off. He spewed it out, and Mick greedily gulped it down. Patrik helped him to his feet, and stood back to watch. The 15 yo aborigional groaned, then begun to shrink before their eyes. Damien's eyes were wide, and his mouth opened wide. Soon a cute 8 year old face was looking at them from under a mop of black hair. His long shorts ended where his anklet socks begun, his size 5 odo's looked like a pair of toy shoes. He stood 4’9” when his stomach bulged. It looked like a ballon was inflating underneath his jacket. His friend's eyes were about to pop out and his jaw drop off.

The silky fabric of the bulky jacket strained around his waist area from the tummy bulge. Mick unfroze and reached up to release the gut from it's confines. He let the jacket fall to the ground as he admired his new prize, hands gliding over the newly enlarged flesh. The belly was impressive, just as big as his new older friend, and made cuter by his outie navel.

“Fuck mate what happened?” Damien exclaimed “Dude that was so fucking hot,” Mick purred, “You have to do it.” He playing with the exterior navel while he pinched the flesh with his other hand.

With a vicious shaking of his head Damien got up slowly and tried to get out. His stomach growled so loudly their ears hurt, a look of deep hunger took hold on his face. Then he locked eyes with Patrik, and begun to move closer to him, drawn in. “No, please.” He begged before kneeling and taking the boy cock in his mouth and sucking. Watching his friend get some nourishment had made him twice as hungry, he needed it now.

Patrik rubbed the skater's forehead into his gut, pumping his cock into his mouth. Mick came up behind and begun to rub his gut up and down Patrik's buttocks. The tempo increased as he felt the new flesh pushing against his hard butt. Soon enough he lost control, spewing hard and long, savouring the feeling of the new unwilling inductee swallowing his load.

Damien staggered to his feet, away from the two pre-teens. Horrified he ripped the limp bizkit shirt off to check his stomach. A certain relief flooded his face as he stood looking at his still shallow 6 pac. Then he groaned.

He shrunk and regressed in age. Short brown hair grew out to a cute style that hit his shoulders and curled inwards. His hazel eyes glinted with mischeif, the tip of his now small button nose pushed back a little. A few freckles now spotted his face. He was about 9 years old, 4’11” and athletic. His flat stomach with it's innie belly button begun to inflate. While it was still inflating Damien unfroze and begun to strain, harder and harder, his face screwing up with the concentration.

His gut reached it's fullest, a bit smaller then Patrik and Mick's, but he kept straining. Then with a *pop* his navel popped out, and he became an outie.

“Wicked shit.” He played with his new belly button, “You look so hot Mick!”

“Oh fuck Dames! What you did with your belly button was so hot,” He stroked his gut and groped himself, “I creamed myself.” He stuck his hand down his long shorts, it came out covered in cum. He wiped it over his belly. “Lick it off boy.”

Damien raced over and begun to clean his 8 yo friend. They were gonna go further, but Patrik stopped them. “Cum on, let's go look what Danni's done.”

Jeff was still 18, that surprised Patrik, as the 3 pre-teen sk8rs walked into the bedroom scene. He soon saw why.

Danni had begun to play with Jeff, he'd found his control was total and utter if he tried hard enough. It helped that the 18 yo jock was pretty weak willed. His shirtless body exposed a hard, washboard stomach, that the 3 boys shied away from in disgust. The object of his attention still had his pants up, and wasn't giving himhis dose. Jeff slid his tongue over the boy's body, pausing to tongue his navel. Hands groped the mass of flesh, as the tongue approached the face for a meeting with the mouth. Patrik stared at danni as he got a betta look at his belly, if anything it had gotten bigger since they parted. The attention the Jeff was paying it had blow it up by another 8-10 inches around. They caught eyes, as Jeff sucked face with Danni. His hands sliding everywhere on the pre-adolescent's naked upper body. Danni nodded at Patrik, and hands found his belt and button to let his pants down. They crashed to the floor, his wallet chained clashed harshly. Jeff jumped back startled, but when he saw the small penis awaiting his mouth he was driven mad with the hunger he felt and rushed Danni. It was all the dominant boy could do to stay upright as the 18yo sucked harder then a vacuum pump.

Jeff had trouble reaching the 6 incher, with the extra belly in the way, and when Danni saw the fact his already large belly had grown during the foreplay he creamed himself in excitment. Jeff took it all and kept sucking, playing with his master's penis trying to get a second load quickly. He got it, and he drank that down, at last he seemed a little more calm. He got up slowly.

There he stood, 18, 6’2%”, blonde, muscled. His shirt lay in the corner, strewn there in his frenzied attention of Danni. His snug blue levis showed a reasonable package, a snail trail on his flat, hard belly probably didn't lead to much excitement. A big smile broke across as he face as he felt something welling up in himself. He moaned with pleasure as his transformation over took him, totally taken in already without even having the gut for it. He begun to shrink before their eyes. 17, 16, 14, 13, 12, 11, 10, 9, 8, 7, 6….. the youthening stopped. the 4’5”, 6 year old blonde grinned up at them. All the boys stared amazed at the once homophobic jock. A head full of scruffy blonde hair, a face with huge cow-like brown eyes, a lean, hairless, gleaming body that came from hours of skating. His snug jeans had become a pair of baggy cut off denims, the ragged hem ending half way down his lower leg, above his new globes. Everyone admired the child's beauty, as the last stage of his metamorphosis begun. He begun to inflate. He really began to really began to inflate. His belly finished with a size closer to Danni's new width, passing Patrik and the other two boys. Everyone else was lean besides their bulgin stomach, the 6 yo kept growing. His non-exsistent pre-teen pecs blew into sizable fat boy tits, as his arms bulged out beefily. His new cute, lean oval face blew into a cute round one, a brand new double chin bulging out. His thighs, calves and butt swelling with more flesh. The thighs and butt stretching the deniem shorts, forcing them to expand. The discarded shirt came to life momentarily to become a sk8board for the new skater. In the end it looked like someone had taken a baby sk8r off the street, rammed a air-hose up his arse, and left it on. The 6 year old child was now outrageously chubby, and from the look of absolute pleasure on his face Jeff was loving every new inch of himself.

“Mudda fuckas! Bitches, chu getting a good piece of every phat inch?”

Jeff reached down to lift his shorts up slightly, showing more of his bulging flesh. He licked a finger tip and slowly circled a young nipple.

“Oh chu want a go do ya fuckas. MMMM I'm so fucking phat now. round, phat, sexy, bulging, fucken huge, chubby and hot. Which of chu pedo homies wants to fuck this 6 yo bitch first?”

Damien and Mick raced for a chance. Danni and patrik hung back, pleased with the revenge they had exacted. Even to there sense it seemed to be a little twisted, but he was extra fat, what did they care of age? No sense in wasting time here though, they could fuck the child later. They left, not bothing with byes cos the 3 new buddies were busy…

As they wandered they decided to take a short-cut down an alley way to another street. As they walked down the silent laneway a couple of barely teen surfer dudes came out from behind a big bin and walked past them withot a look. One was still doing up his fly on his shorts. The two big tummied boys slowed and walked past the bins looking in. In the private space stood the two girls they had met earlier. Scruffier now, a little pale, from the hour of hunger they had endured Danni suspected. The blonde girl, Racheal if he remembered right, still wore her stomach exposing singlet. Where her waspish waist had gone, god knew. She'd obviously tried to eat a lot of stuff since then to try and satisfy her self, it asn't a really signifcant belly, but it was an improvement from the thinness from before. Julie had taken her shirt off, and had unbutton the top of her deniem overalls, her small, young breast hanging out in the air for all to see. Well only those who came past this way. The girls saw them, and the two pre-teen boys walked casually to them.

“Blow job boys?” Julie asked, her hunger obvious.

“Free.” Racheal added quick “As many as you can cum into our mouths, no fucking though, just the BJs. You boys can blow loads right?”

“Yeah bitch,” Danni sneered, “My load is guarantee to satisy. On your knees cum-sluts.”

Falling onto their knees the girls looked expectantly at the boys, not expecting satisfaction. Only a slight alleviment, just like they learned over the past hour that only cum, preferrably young, could give to this wierd hunger. The two boy's didn't care is anyone walked in on them, they could would just have to get in line to get their fill anyway.

Danni looked at Patrik and they dropped their dacks. The girl's locked their eyes on the poles for a moment, then Racheal gulped down Danni's, and Julie swallowed Patrik's. The sixteen year old sluts begun to give a rapid, hard, head job to the 9 year old boys. Their hands gripped the boys buttocks, almost like they wanted to get even more of them in.

Danni and Patrik savoured the feeling, letting it linger before blowing large loads. More interested in what form the transformation would take.

Danni sighed, as he did it, relieved to be getting some more of his juice out, but he knew it would be all for nothing if all they ended up with was a pair of phat girls, not guys. He looked down as they finished sucking the the poles clean. They got up licking their lips.

Racheal was about to say something when it hit, and both of the girls groaned. Danni watched as Racheal, who if he was str8 he'd have called hot, begun her transformation. Her breasts inflated, inflated until her singlet and bra couldn't hold the mass of flesh. They burst, rent, the pieces scattered to the ground. The mounds of flesh on her chest were now very impressive, having grown from a C to a EE cup. Then they begun to drain away, her new huge breasts soon became more like a boy's pecs, he noticed her once waspish waist thickened a bit while her hips shrunk, her body went from hour-glass curves to more a masculine shape. Her face grew more like a boy's, her blonde hair became ear-lobe length. A little hair grew on her legs. Soon a 16 year old boy in a mini-skirt and tri-band sandals stood in her place, Danni smiled at the image. The pervesity of the image made him hard again, a blonde teen boy wearing nothing but a mini-skirt, g-string, tri-band sandals and a blissful smile. Then the new boy begun to shrink and grow younger. Soon he stood 5', and was maybe 10 or 11. The new flat stomach begun to grow. A respectable gut grew out of what was once a flat boy's stomach that was once a waspish waist most girls would kill for. The mini-skirt, to Danni's slight disapointment, grew into a pair of pink denim longshorts.

The tri-band sandals stayed though, but grew to a more approriate size for his smaller feet. A reminder of a former girlish self.

Patrik watched Julie's transformation with interest, occuring simultaneously to her friends. The small mounds that might've been breasts flattened and spread into male pecs. Her stomach grew out the little it needed to. Her body going from female to effeminate male. She begun to regress, soon a 9 year old boy 4’10” tell stood there. Long hair, and sandals still there. Julie's stomach expanded, ballooning out to an agreeable girth. Two sk8boards began to grown, creeping up from behind her back, probably out of the backpack she still wore. The transformation was short. The two new boys stood happy and satisfied.

The first thing Julie did was to take off her backpack and take out the two sk8boards. Then she re-did up her/his overalls, the flap somehow fitting over her belly. “So what are you guys gonna go around calling each other?” Patrik asked “Ralph……nah just make it Raph.” Ex-Racheal said, and looked at Julie. “Julian.” Ex-Julie smiled at the easy cross over.

“Cool,” Danni said, “Whatcha doing now?”

“Goan go sk8ing round, maybe piss some ppls off a bit.” Julian said, “Ye sounds choice, we're off.” They jumped on the boards and were off.

“Jeez everytime we do that we never get any decent thanks. Ya know?”

“We''l catch em up later.” Danni said, “While you got yer pants down, bend over!”

Patrik obliged, smiling. He wiggled his brown hole at his master/friend invitedly. Danni rammed it home the moment he got close enough. The two boys stayed joined at the hip, grinding and flaring, grunting and moaning, Danni's belly gliding over the baby smooth bottom of his friend. Gripping his ankles Patrik showed a great amount of flexibility, his stomach squashing between his torso and his thighs. Hands firmly gripped Patrik's butt cheeks, keeping the beat going strong, and getting stronger. He was pretty much rocking Patrik as well as pumping with his hips. Finally Danni exploded in Patrik, he didn't get off. Really he didn't mind, he loved pleasing Danni.

“What the fuck is going on here?” A harsh voice croaked from behind them. They turned slowly to see a cop. About 28, in uniform. He was 6', brown haired, hard faced, and looked mean. “You kids have some real problems.” He glanced at their bellies, “REAL problems. Now give me your names, and parents' home addresses. What you kids are doing isn't allowed, full stop, even in private.”

“Well that's stupid isn't it.” Danni said casually, startling the cop.

“I mean I think it should be encouraged, it's kewl. Wouldn't you like to do it?”

“You little shit.” The cop said, he took a pace forward.

“Wouldn't you like to be like us, then you could see what we mean. Take a view from our end.” Patrik chirped.

“Right that's it, you boys can come with me to the police station. Your parents can pick you up from there. You boys are in a lllo…..” He slurred off as hunger overtook him, his eyes drew back to the tummies.

“You want?” Danni offered his boy penis. The cop slowly move toward it, his emotions and sensibilities losing to the new instinct as it grew stronger. He knelt, hugged the boy's arse and lifted him, as he stood up. Almost trying to draw all of him in, he took in Danni's balls too.

Danni looked down from the heights he was at, clawing at the man's hair.

He came slowly into his mouth, the cum flowing out. Down the 28 yo drank, until the flow became a drip became nothing.

He put Danni gently down, groaned softly as his transformation took on.

He shrunk, and grew younger, the transformation was smooth and quick. At 10 years old, and standing 4’10”, he wasn't anything remarkable. The uniform became a pair of kakhi baggies and singlet. His hair shortened to almost nothing, but his fringe lengthed to cover everything above the nose, almost like a veil. His stomach blew out, growing to a respectable size. The baton he'd had in his hands broadened and lengthed into a black skateboard. The deck was extra long, hitting his nipple height as it touched the ground. James smiled, another cop becomes a sk8r. More would follow. He'd seen enough, good laugh, could go on for longer he thought….but then there was such a thing as too much. He removed Danni's and Patrik's ability. He added something more.

They felt a pulse head through them, and the desire for more kids faded. Danni's bulgin stomach grew an extra 6 inches each, Patrik's grew til it was around a couple of inches smaller then his friend's. Now they had the biggest by far. Both looked like they could topple over at any time, but they never would, and they'd never have back problems, all the boys' muscles had adjusted perfectly to counter for the middle heavy bodies.

“Let's go see some sk8ing.” Danni said. The trio headed in the direction of the sk8 park. The ex-cop sk8ed along side with his extra long board, leg's spread wide. His control was excellent.

Arriving they saw a disappointing turn out at the park. It was a decent place, more because it was the only thing they had, if any of them had a choice they'd make it better. Today was quiet, normally it was pretty full. The three boys spotted a group of pre-teens on the far side, as one turned Danni saw the tummy and knew it was their group. He pulled them along.

“Yo ma homies, enjoying that phat feeling?” He said as he approached them.

“Yeah G, should see the ppl checkin out our sexy bellies.” Damien said, “Your's has swelled up, it's hella big now.”

Danni moved closer, “You got a bomb yerself.” He motioned them toward the bush that occupied most of the skate park; which was more of a spare lot with heaps of trees with a few ramps in it then the opposite when you thought of it. Course the sk8rs wouldn't have it any other way, many guy sk8rs had fucked their girlfriends in the bush. James had had a couple of episodes himself since his transformation, with guys of course. Some he'd transformed permanently, others just for the fuck.

The moment they got themselves some privacy they were off. Danni fell to his knees and took Damien's outie belly button in his mouth and begun to suck and nibble it. Damien undid his pants, letting them fall to the ground in a heap. Danni let his hands do the walking, and was soon wacking the boy off while he gave the navel a blow job. The concept was original James thought to himself. The other boys paired themselves up, except for a group of three. Off they went, a pre-teen, boy orgy. James settled himself down to watch the writhing mass of soft, young flesh.

He'd gotten his entertainment, debts totally repaid. They could stay like this, couldn't hurt, added some variety to the sk8r sub-culture in town.

Thing was he wondered, tounge in cheek, which was the most entertaining; the transformations or the orgy? He let it rest.

It was early in the morning as James sat working on his computer. None of the other boys were up yet, and he enjoyed the time to himself. He absently reached down and started stroking his cock, and it was several minutes before he even realized he was doing it.

Despite all of the incredible sex that he and his boys had, James still found himself jerking off from time to time. It's just such a different sensation, he thought to himself. Almost like having sex with yourself…

James' mind stopped dead on that last thought. It gave him an idea. He quickly pulled up Maker and began entering his most complex program yet.


It was later that afternoon as James skated aimlessly around the city, looking for a likely candidate for his next little game. He was looking for someone who he wouldn't need to transform much, if at all; someone who was physically pretty close to ideal. He skated around the neighborhood for much of the afternoon, without success, so he decided to try heading downtown instead.

He was at the mall when he spotted Eric, a kid he knew vaguely from school. Eric was 6’2”, and hugely built, easily weighing in at 225lbs or more. He played football at school, and all of the top universities were just itching to get their hands on him. It wasn't hard to see why: his chest was a huge slab of Grade A beef, with a perfectly defined eight-pack and large pecs with quarter- sized nipples. His arms were built to a similar scale, nearly as big around as James' own not-inconsiderable neck. He was wearing an old, dirty tank top from a local gym. It was probably designed to fit loosely, but on this monster it barely fit, and each muscle on his torso stood out like the shirt had been painted on. James allowed his eyes to wander downward, completing the picture. Legs like tree trunks, tight muscular ass. And even limp his package was clearly visible through the ragged cut-offs he was wearing. And on top of all this, he was cute, too. Closely shaven head of blond stubble, bright green eyes, and an honest face that always seemed to be smiling. In the days before Maker, this would have been the type of guy that James would have drooled over in the locker room. Even if he'd been planning to make changes, he probably wouldn't have made many to this jock hunk. He skated over.

“Hey, what's up?”, he asked.

“Hey! You're… James, right? I recognize you from school,” Eric replied.

“Yup, that's right. So what are you doing in here on a nice afternoon like this?”

“Oh, not much, just trying to kill some time. My girlfriend's out of town today and I haven't got much to do.”

James grinned. “Aw, that's too bad. Want to come by my place later and hang out?” As he asked, he quietly tapped a button on his portable Maker to ensure that Eric would accept.

“Cool, I'd love to.”

James wrote down his address for Eric, then bid him goodbye and hurredly skated home.


When he got home, James found that all of his boys had gone out skating themselves while he was gone. Good, he thought: what was going to happen next would probably just have confused them. He sat down at the couch to wait, and he didn't have to wait long. A few minutes later, Eric showed up at the door. James ushered him in, and they sat down together on the couch to watch some TV. James flipped past a few channels, then spotted a rerun of “The Prince and the Pauper”. Perfect, he thought.

“Aw, change the channel, this is a stupid movie,” Eric complained.

“Oh, I don't know, I kind of like i t.”


“Well, haven't you ever wondered what it would be like to be someone else?”

“Yeah, I suppose I have every now and then… it'd be pretty interesting, I guess.”

“Want to find o ut?”


Ja mes grinned and reached over to the coffee table, where the Maker palmtop was sitting. He tapped a button, then reached over to Eric, looked deeply into his eyes, and then before he could react, kissed him deeply. They both froze.

He had a brief sensation of floating somewhere near the ceiling, looking down on the both of them. So this is what it feels like to have an out of body experience, he thought. Maybe those people on TV aren't crazy after all… Then the world went black, and as he came to, he found himself looking, not into Eric's green eyes, but into his own blue o nes.


“What…” Eric groaned, then stopped as he failed to recognize his own voice.

“What's going on?!”

“It's simple,” James said with Eric's deep baritone voice. “We switched bodies. You're me and I'm you.”

“But that's impossible!”

“Nothing's impossible. Look in a mirror if you don't believe me.”

Eric glanced across the room toward a full-length mirror, and stopped as he saw himself—or rather, James' self. Both boys fell silent as they took in the strangeness of the experience.

James was mostly aware of the feeling of being BIG. His body filled a lot more space than it usually did, and most of the difference was rock-solid muscle. If he flexed his bicep, the fragile material of the shirt stretched under the strain. His chest felt huge, a mile across, like an unconquerable fortress. And he could tell that there was incredible power in his arms. He could probably bend a steel bar in half if he wanted to.

He ran his hands absently over his new body, feeling every muscle, every curve, the light coating of blond body hair. As he did so he felt something massive stir in his shorts. He glanced over at Eric, who was apparently having quite a time with James' super-augmented sex-god body.

Without even realizing it, Eric's hands came to rest clutching at his crotch. He only stopped when he noticed James—himself—boy, this is confusing!—staring across at him.

“So, um, what do we do now?”, Eric said uncertainly.

“Oh, I don't know…” James said as he snuggled Eric's body up to his own and started stroking his bicep. “I thought we might have a little fun together.”

“But I'm not… gay…” Eric's voice trailed off as the sensations from his new body started hitting him, along with a little mental nudge from Maker, of course.

James grinned and pulled Eric up to him, looking deeply into his own blue eyes and seeing Eric staring out from behind them. This was absolutely wild. Then Eric grabbed James'/his own head and pulled them together, kissing him deeply. They explored each others' mouths with their tongues, their familiar outlines made strange by the unusual angle. James found that his new body had an unbelievable lung capacity, and he could make one kiss last an incredible amount of time, even allowing his partner to breath from his own lungs.

They finally broke apart, Eric with a dazed look in his new eyes.

Kissing a girl had never felt anything like this. James pulled the shirt off his body and marveled at what was revealed. He'd seen it in the mirror a million times—perfectly defined, perfectly tanned, perfectly smooth. But it still looked different, seen from someone else's eyes.

Sexier somehow. He realized how badly he was lusting after… himself!

He looked over at Eric, who was starting to get into this, and was smiling back at him.

“So what else can this body of yours do?”

“I dunno,” Eric grinned, “why don't you find out?”

James flexed his arms, chest, abs, his entire torso in fact, and held in tightly there for a minute or more. The veins could clearly be seen jutting out from the surface of his skin, and he started to sweat under the strain. Suddenly, the shirt seemed to explode, every seam ripping apart at once. He threw aside the tattered remains and grinned at Eric, whose eyes were nearly popping out of his/James' head.

“Oh, my god, that never seemed so hot when I did it myself! Get over here!”

They hurled themselves together and started making out with a passion.

Each of them knew their own bodies' hot spots, and used this to full advantage. James felt himself moan as Eric buried James' agile tongue deeply in Eric's body's ear, one hand stroking the fine fur of Eric's chest, the other kneading at Eric's ass. James, in turn, lost no time in feeling his own body up, tickling his own inner thighs relentlessly as the irresistably strong arm he now owned pulled the two of them tightly together. They went on like this for who knows how long, their bodies quickly becoming slippery with a combination of sweat and saliva as they took turns sucking on each other's nipples.

When they came up for air for a moment, James realized that they were both stlll wearing their shorts—a fact that would shortly become very inconvenient. In fact, both their members were straining at the fabric, just begging to be let free. Looking across at himself, he realized Eric had noticed the same thing. Grinning, they both reached across, grabbed the other's clothes, and pulled until everything, shorts, boxers, and all, ripped apart into so many shreds. Gasping, they both drank in the sight of the cocks they new possessed.

James knew his own well enough, of course, but Eric's was a revelation.

It was porn star material, nearly a foot long if it was an inch, and several inches around. It felt like he had a billy club attached to his crotch—but that, he supposed, was only in keeping with the absurd power of this jock's body. He looked up and Eric's borrowed eyes met his own. “So what do you think, a nice pair, aren't they?”

“Oh fuck yeah. So can I… or do you want to…”

James pondered a moment. His body's own augmented throat might be able to handle this monster, but he doubted that Eric's body was practiced enough at it. “Suck me… me.”

Without further encouragement, Eric obliged, wrapping James' parted lips about his own cock. To both their surprise, he took it all, though the stretching was visible halfway down James's throat. Immediately, James felt a wave of pleasure wash over him. Eric might not be an expert cocksucker, but it was complete instinct to James' body. He swallowed, massaging the end of Eric's cock in the process, while his tongue encircled the base. Then he was off, and in a burst of suction Eric pulled both of his body's peach-sized balls into James mouth, bathing both gently with the eager tongue. From the sheer intensity of the feelings washing over him, James strongly suspected that this was this body's first blowjob. After all, how many girls would have been able to fit in Eric's mutant member?

Despite its size, Eric's body lacked the sexual stamina of James', and all to soon he felt something welling up inside his loins. Pulling Eric off of him, he said, “Want to try something a little more intense?” With a smirk he grabbed at his body's ass.

“Um… I dunno… wouldn't that hurt or something?”

James didn't wait to hear more, but instead, used the strength of his new body to grab Eric, flip him over, force him into doggy position, and locked both arms in a full-nelson hold. “Well, guess what, you're going to do it, and you're going to fucking LOVE it.” Despite the rough treatment, James could tell that Eric was aroused. He made a mental note: this boy might have a bit of sub in him—he's just never met anyone large enough to dominate him, except maybe himself!

He started by roaming about his body's crack with Eric's tongue, gently pushing his way inside. This was a completely novel sensation to Eric, of course, and he was moaning with pleasure. Then James took Eric's already well-lubricated cock and pushed it inside his James' body's ass.

It immediately slid in right to the hilt, and they both froze for a moment as James' last trick kicked in.

The mind switch started to reverse, but stopped halfway, so that they were both feeling the sensations coming from both bodies. The result was one of the most incredible (and physically impossible) experiences that James had yet had: fucking someone at the same time that person was fucking him. As Eric (James?) rammed his cock in and out of James' (Eric's?) ass, they completely lost track of who was who and what was what, succumbing to the unbelievable pleasure. Suddenly, they both came at once, and in the blinding white flash of orgasm they both passed out.


It was James who woke up first, back in his rightful body. Apparently, the timer he'd built into the swap had run out, and they were both where they belonged. He picked up his palmtom and asked for a status report.

Let's see, Eric had mentioned something about a girlfriend… Ah, here she was. Jeri. Maker indicated that she was currently arriving back in town, and no doubt the first thing she'd do upon returning was go to see her boyfriend. James tapped a button, and suddenly the both of them were no longer on James' couch, but in Eric's own house, lying on his bed. He made a few more preparations, then waited.

Soon, he heard footsteps coming up the stairs. “Eric, honey, I'm back!” The door swung open, and Jeri strode into the room. She stopped, and when her brain had time to comprehend what she was seeing, she screamed.

“OH MY GOD!!!”

Eric awoke with a start. “What? Where am I…” He looked over at James, then up at Jeri, and froze in terror.

“Oh my god! What the fuck is going on here?! You're cheating on me, aren't you? And with… with this fucking queer. What are you, some kind of fucking fag?! Why the hell didn't you…” She froze midsentence.

Her whole body seemed to expand outward at once, adding at least a foot to her diminutive 5’2” frame. The shirt, bra, and tight miniskirt that she'd been wearing burst asunder almost at once, leaving her naked except for the pair of white panties she'd been wearing. It began to expand ominously under the force of the extra large genetalia forming behind them, ready to rip, but then it curved and hardened into a protective cup and jock strap. Her breasts rippled and flattened until they became a set of firm but unusually large pectorals, practically man-tits. Her flat stomach bulged outward, then resolved into a nice six-pack. Her waist stayed the same throughout the transformation, and with the bulking above led to a sharply defined “V” torso. Arms and legs expanded, then contracted in certain places, leaving drop dead gorgeous muscles, the pecs alone the size of grapefruit. Her shoulder-length red hair shortened until it was only a few inches long, then twisted into an afro-like mat of curly hair. Her skin darkened to an olive-brown, seemingly half Italian, half Asian, and her hair turned black. Her jaw hardened and facial features became more masculine, but the face retained an impish, inquisitive, almost angelic appearance. Her eyebrow and nose rings stayed in place, merely enlarging slightly, but in the now slightly flattened nose they reminded one of a bull more than anything.

The physical changes complete, her clothes reappeared, but not as before. First her sandals closed over and became a pair of cleats. Then a pair of sweatpants appeared, and above that a tiny mesh jersey, bearing the name of the high school, that didn't even make it to her bellybutton. Finally, a large set of kevlar shoulder pads and chest guards materialized, and a streak of black resolved under each guy. The transformation was complete: the pissed-off girlfriend of a moment before had been replaced by a tall, good looking football stud, fresh off the field after a spring practice.

“…Why the hell didn't you invite me?”

James smirked. Eric g aped.


“Jerry. I'm not entirely sure what just happened, but damn, I'm built,” he said, glancing in the mirror and adjusting his factory-fresh package.

“Cute and hung, too. I was never this good looking as a girl. You probably don't have to worry about crushing me in bed anymore… maybe I can even take you on the field, too.”

“Oh really?” Eric replied, finally snapping out of it and standing up.

“We'll just have to see about that.”

They wrestled for a moment, now well matched physically, and though Eric was still naked and Jerry had pads, Eric was more experienced and quickly had him spun around and pinned down on the bed. They were soon making out and James busied himself with the difficult but enjoyable task of getting Jerry out of his sweaty jockstrap—using only his tongue.

They all lost time as a rather athletic threesome ensued. At one point they had a nice daisy chain going, each one sucking off the next. Not long after found Eric getting fucked from both ends, James in front and Jerry from the back. He might be the dominant one on the field, but Eric showed signs of playing a different role in the bedroom. Still, they were both hot tempered, and it should be nothing less than an interesting relationship.

James finally managed to extract himself, leaving Eric and Jerry in a blissful sixty-nine, oblivious to the outside world. As he was getting ready to leave, he pulled out Maker and made a few tweaks to the changes he'd made earlier. They'd be teammates on the football team now. It should make for some interesting times on the field… and even more interesting in the locker room afterwards. Maybe if the whole team… but no, he put that exciting possibility to the side for the moment, until he could work out his larger plans.

Leaving the two jocks to their hot play, he skated off into the night.

James was skating along the pavement early one morning, enjoying the quietness that falls over a town at 7:30 am in the morning. Kids walking along to school, or waiting for a bus for a ride to the further campuses. Up ahead James glimpsed a group of school kids waiting for a bus. Mostly they appeared to be from the new grammar school, rich, snobby place. They'd gone all out to attract people to the school, even recruiting kids from Metro areas.

James skated past the group, his attention focused so much on looking at all the potential cute subjects he missed the kid who stepped into his path. He rammed into him at full speed, and they both went flying into the dirt. The group turned their attentions and laughed collectively. Rolling off the kid James got to his feet. He held down his hand to the boy, who accepted it and got to his feet. The boy stood 5’3”, probably 200 pounds there, brown eyes, short black hair, wore the clothes of the grammar school- blazer, shirt and tie, black tie, black shoes, navy wide brim hat with a tartan band circling it. His gut pushed through his open blazer, and hung over his navy school pants. The boy was cute though, somewhere under all that he was probably a damn hunk.

“James.” He offered.

“Andrew,” The boy replied as he rubbed his back, “Andrew Fafoutas, you should look where you're going.”

“Right, and I “spose you're totally innocent yourself.” James said with an calm edge.

Andrew heard it and softened, “Okay I guess it's my fault too. You on your way to school?”

“Nah, don't do school. Just skate around with ma homies.”

“Oh right, well I wish I didn't do school either.” He glanced at the group of kids waiting for the bus, “They tease me there.”

James nodded understandingly, “Yeah” He grunted, he pulled out his palmtop and begun to type into it.

“Got a palmtop? Shit your family must be rich. I got a laptop, had to cos the school requires it.”

“Wish you could dump skool?” James said without looking up “I wish I could skate like you,” He blinked and recanted, “Well not skate, just get away from it. You look like you got plenty of freedom. I just wish I was someone else.”

“If ya could become a homie, would you?” He looked up this time.

Andrew considered, not seriously. “Yeah I spose.”

“A real homey homie, like a supa mutha fucken trigging homie?”

Andrew shrugged, “Yeah.”

James hit enter. Andrew froze, and his transformation started. 5’3” soon turned into 6’3”, he burst through the blazer, shirt and tie quickly exposing his flabby brown flesh. The skin was a pale brown, more out of racial inheritance then actual time in the sun. His stomach grew with him, creating a huge beer gut. James knew Danni and Patrik would be drooling at the belly. His tits and flabby biceps became exposed as they burst the material, growing in proportion to the rest of him. His pants and shoes kept up with the gain. His navy school pants became a pair of black Tommy Hilfiger jeans which slid down to hang halfway down his ass, exposing a pair of plaid boxers. His black shoes became a pair Lugz bootz. Tits begun to shrink, tightening. They flattened, then bulked out into a sizeable pair of brown pecs, with perfect brown nipples pointing down, his flesh darkened from the light brown to a much more sunned colour. His gut receded simultaneously, making a flat shapeless belly.

The 6 pac formed, and hardened, becoming an 8 pac…..8 hard lumps that stuck out on his belly. A 33” waist lead to a perfect V as his lats spread out. His shoulders became globes of muscles, as they broadened the gap between themselves to just under 3/4 of a metre. Biceps, triceps, and fore arm hardened then bulged with muscle. Biceps reached 24”, that was without being flexed. James could imagine the man, who was now nearly as big as himself, flexing that body. His neck thickened slightly with muscle, while his double chin drained away. His face hardened, becoming more handsome, rather then just the childish cute before. His black hair became longer and longer, had James look around the huge Adonis he would have seen it flow down his back down to the small of his back. A flowing black sea of silky hair. The posh school wide brim, perching on his head moulded into a backwards base ball cap.

Tommy jeans seemed a little tight as his thighs suddenly bulged with muscle and his new bubble butt firmed and took shape. They grew to an average baggy, and kept on going to a really baggy, and then kept widening till the Tommy jeans reached supa baggy. Two thick wallet chains formed, as his crotch bulged with a new bigger package. A heavy chain snaked around his neck, and a medallion nestled between his monstrous abs, just above his bulging 8 pac. A stylised 'A' on the front, on the back the small symbol 'J's' could be seen. Instead of the posh school boy, in front of James stood a 6’3”, 17 year old, long haired, supa homie G, mexican-greek Adonis.

Andrew pulled his hair back over his ear. “What da fuck happened G?”, he asked. Andrew felt somewhat strange, but for some reason this felt right. He looked at James, and he felt a burning in his loins. This was a feeling altogether new to him, the burning increased as he felt his package harden. The 12” snake slid out the top of boxers, his jeans were low enough that the base of his cock was the same height of the waist band of the Tommy hilfigers. “Damn nigga you sure da bomb!” Andrew said as he licked his lips.

“Well you sure do rise to the occasion,” James said with a grin.

Suddenly Andrew rushed over to him and James felt his sweet lips against his. Remembering where they were James said, “Not here,” barely able to pull himself off of the hot Hispanic. James then grabbed his board and begun to drag Andrew behind him.

“Where da fuck we going?” Andrew asked inquisitively.

“Someplace special,” James responded. He thought for a minute and then said, “You know I really don't like the name Andrew. From now on I'll call you Andy.”

“Yeah I like dat,” Andy said with a grin.

Finally the two arrived at James's place. James led Andy to his bedroom and James quickly got undressed. He then told Andy to get undressed, and soon the two hot boys were completely naked and kissing passionately. They were just about swallowing each others tongues when James pushed Andy onto the bed. Andy looked beautiful as his cock bounced against his taut stomach. James flipped Andy over and licked the inside of his ass. Gently James inserted his dick inside of Andy's tight ass and slowly began to fuck him. Andy was moaning as James increased his fucking. Soon Andy was on the brink of cumming when James stopped and took his cock out of Andy's ass. Andy waited as James came round to his face, showing him his hard dick. The latino couldn't resist swallowing it in one go. Andy was great at giving head because he used his tongue to massage every bit of James's cock. James was about ready to explode when he felt ready for another fuck. Andy instinctively spread his legs, and James started to ride Andy again for another ten minutes. Finally Andy could take it no longer as he exploded a huge wad of cum all over James and his stomach. At that exact moment James let loose an eruption of cum inside of Andy's ass. Tired and exhausted, Andy fell asleep in James's arms as their bodies mingled in each other's sweet cum. James could feel Andy's heavy breathing as he thought about his new addition to his collection, and suddenly he formed an idea.

Waking from a short nap James stared at the hispanic homie next to him.

The brown skin looked so warm and so smooth. His hugely muscled body was hard and comforting. The plan he'd been devising earlier came to mind.

Sk8rs and homies as sub-cultures weren't opposing each other, they shared some traits and tastes. What if you put them in conflict though, pit the two groups against each other? James had given it some thought, because the idea would at the very least give him something to do with his bored intellect. He would give Andy his own palmtop maker, the only restriction being that it couldn't be used against him in anyway. They would compete using the palmtops to transform people over to their respective groups. It would be turn-based, so he would have a turn, then Andy would go, and so forth. A turn would be one transformation. A transformation could be of a group up to six people. Anyone transformed during the competition is safe from being transformed again for the duration of the battle. To ensure quick transformations the person/s would just change on the press of enter; into gay, young males of the same group as the transformer. He thought for a while about where they could hold the tournament, and his old school popped straight to mind. He smiled as he thought of all the kids they'd soon be doing this thing to. A time limit of about an hour should do them, no need to transform every kid in school….just yet. For a moment plans for the future of the city flashed into his mind, before he set them aside for now. The winner would be the group with the most transformed members at the end of the game. The group that wins would be able to claim all future transformations. So if he won, then he'd take most of Andy's group. He'd leave Andy and a couple of homies, cos rappers would be cool to have around. If Andy won then he would convert himself to Andy's group, but he'd stay in charge though.

James reached over to his palmtop to do the necessary prep, and to instill the rules into Andy. Then he woke him.

Half an hour later they were on their way to the battle grounds. James carried his board under his arm, Andy could not and would not sk8. They walked side by side up to the driveway of James' old high school. It was a three storey affair, with a huge undercroft taking a lot of the first floor. From where they stood on top of the incline they were level with the second storey windows, faintly you could glimpse kids slaving away at tedious school work through the tinted glass. James checked his g-shock,11 A.M. it read in the day light. “One hour from now we meet here with our transformees. I go first, you'll know when it is your turn by the green light flashing on your palm screen.”

“Kool.” Andy said, “Ma man, I'll win enough niggaz over to wipe yo group out. Hope chu like becoming a rapping homie G, sexy babe.” Chains clanking, Andy kissed James and then moved off to the office.

James shrugged and walked toward the undercroft. The large spacious concrete area was empty of life, James kinda expected that. He opened a door that led into the art room. No one looked up as he moved around in the class. Mainly because he'd made it so that everyone not already transformed during the competition would ignore him and Andy as they went around their duties. A table of four girls took his eyes. They sat there with their clay moulding aimlessly, or so it seemed to James.

Chatting all the while, the teacher getting cranky over that. They were typical 14 yo new-age girls. One girl had close cropped blue tinged hair, she wore a singlet with a mini-skirt and open-toed shoes.

Next to her a girl with page boy cut brown hair wore a woolly jacket, with a pair of above the knee shorts and some black leather shoes.

Moving around, a girl with braided brown hair wore 3/4 pants with a halter top and skate stars. The last girl wore a pair of black slacks, with a short sleeve tee, her hair was blue-black, it looked dyed, and it stood up in clumpy spikes. They'd do perfect. James concentrated on the foursome and hit enter on his palmtop.

All four girls froze at their work. Blue hair's breasts deflated, becoming flat. Then her chest and arms expanded to fill and stretched the singlet with teen muscle. Her leg's grew hairy as her mini-skirt grew into a pair of long shorts. Her tri-band sandals closed over to become prowlers. Her earrings remained, as her face took on a masculinity. Brown puppy eyes harden to fill with a certain male aggression she would take out in sk8ing and fucking l8r. 'Page boy cut' girl remained pretty feminine, and the only thing that really bulked up was her jacket; becoming a huge, mighty ducks jacket. Her shorts grew just below her knees as her black shoes became a pair of Doc Marten's.

The girl with the 3/4 pants bulked up enough to burst her top, the remains of her bra and shirt drifting lazily to the floor. It exposed a pair of nice hard pecs, 6pac, beautiful lats, and a gorgeous muscled back. Her definition increased as the lines cut deep and veins rose faintly to the surface. Her pants grew baggier and looked more like really long shorts. Her hair unbraided along her v-shapped torso, then it receded till about mid-shoulder blade height. A stud stayed in his left ear. The last girl quickly filled and strained her tee- shirt, every inch of her muscled body showed. Dress pants loosened into baggy black jeans, as her shoes became a pair of black globe averts. A heavy chain appeared on the jeans, as her earrings disappeared from her ears, but a small eyebrow bar appeared. Her face grew more masculine. The black dyed hair became red, but remained spiked, as the transformation finished. A pile of books at her feet turned into a sk8board.

They unfroze, and continued chatting. Their deeper male voices much louder then their old female ones. One of the new sk8rs made a crude suggestion about a cute blonde guy on the other side of the room quietly, they all grinned. A couple sported hard ons as the collectively looked at the cutie. James pulled up a chair to sit with them to wait for his next turn. They made room for him. They continued to work as they talked, skilful with their clay. Making sk8boards, ramps, cocks, and all manner of interesting objects. The blue haired boy let his hand land in James' lap, feeling him up.

Andy saw the green light flash on his palmtop as he walked into the office. He looked around and saw five boys, who were obviously troublemakers, waiting for the principal. None of them were speaking, and they just sat there looking like bad asses. There were three black guys, one Mexican guy, and one white guy. One black guy was dressed in a New York Yankees baseball jersey with some saggin blue tommy jeans and some old Michael Jordan's on his feet.

His chocolate skin and his toned muscles revealed that he was a track star, and the big bulge in his jeans revealed that he was a star in bed.

The black dude next to him was dressed in a yellow Tommy shirt, some sagging white jeans, and the latest Nike sneakers. He was darker than the first dude and he wasn't as muscular, but his face was still cute.

The third black guy was wearing a white muscle shirt that stretched to show off his beautiful pecs and 6-pack, some brown slacks, and some leather boots. He was just as delicious as his other two friends. The hispanic guy was wearing a brown Dickies jumpsuit and some black Keds, and he was a little overweight, but that didn't matter as his dark brown eyes were intoxicating. The scraggly white kid sitting next to him was dressed in a Dr. Dre tee shirt and some sagging blue jeans with some new Reeboks. Andy hated these white guys always tryin to be Mexican or black, oh well he would soon change that. He hit the palmtop and the transformations begun. The three black guys didn't change much as they were already Gs, but they did bulk up and grew a little taller. The Mexican guy changed slowly as his new muscles were taking shape. His shoulders got broader and his muscles bulged through the jumpsuit as it began to get tighter on him. Soon the jumpsuit adjusted to his form, but the front was left open to reveal his new pecs, hard copper nipples, and a V-shaped torso with a hairy love trail that led to more surprises. Finally the white dude had the most dramatic change of all. First he grew taller and his muscles began to bulge and fill out his clothes. Then his hair changed from a lightblonde to a dark black as it shortened to a crew cut. Then his skin changed from a tanned white to a dark chocolate as did his eyes.

Andy looked over his new boys, and gave them a kiss and a squeeze on the cock. “Come on ma homie bitches wez gunna look fo some mo niggaz.”

Andy said as he lead his new homies out of the office and towards some classrooms.

Out on the basketball courts James watched the four ex-girls ollie and grind around on their new boards. He'd had a decent chat to them before he'd taken them outside. The boy with the close cropped blue hair was Shannon, the guy with the page boy cut was Justin, boy with the shoulder length brown hair was Ryan, and the boy with the spiked bright red hair was Harry. They were all 14, and now all gay, teen male sk8rs. He smiled at his handiwork, then checked his palmtop. The words 'transformations in progress', flashed on the screen once or twice before the green light begun to flash. James' smile widened.

“Yo boys. I'm gon go get us some more guyz, back inna few.” They stopped to watch him go, Ryan and Harry french kissed. They felt good to be out in the fresh air, sk8ing around.

James walked towards the gym, he knew there was almost always a class in using the building. He walked in to find a small class. There was probably 9 kids, probably a group of year 10s. The teacher was concentrating on 3 of the kids away from the rest, teaching them some basic bball skills. The other six were playing a game. They all wore blue or yellow basketball singlets, with a variety of different shorts, mostly boardshorts. A pair of twins sized up against each other; short blonde hair, lean, blue eyed, 5’10”, both wore a pair of navy coloured boardshorts and black/black skate stars. The only way to tell them apart was the colour of their singlets, it was eerie. A rather plump short boy bounded around the court tiredly. He stood about 5’6”, he had long straggly brown hair, and blue eyes stared out a rather overindulged face. He gut and boy tits flopped as he attempted to block his opponents, his blue singlet finished half way down his belly, and his green board shorts rode on his hips following the curve of his gut.

So a naked lower belly with his navel was out for all to see as he skidded around on a pair of joggers. A 6’1 boy strode around the court, heavy-build (comparatively to his opponents), strikingly handsome. A square jaw, framed with shoulder length hair, the colour skipped between sandy blonde and light brown in the light, jade green eyes gazed out from beneath his fringe. The yellow singlet hugged his v-shaped muscled torso, and hung untucked over his pair of cargo long shorts. A short weedy brown haired boy evened things out for the yellow side, with him on the side the big boy balanced the team out. A number 2 hair cut, hazel eyes, and no muscles that James could see. His yellow singlet and canary yellow boardshorts hung loosely on his minute frame. The final member of the group was a cute asian boy. 5’8”, athletic frame, probably 60kgs, olive-yellow skin, grey almond shaped eyes, and shiny black hair that reached his bottom lobe. His blue singlet wore nicely on his fit body, his black silky basketball shorts flowed as he moved his cement coloured backdrafts nimbly. All the boys were probably 15, but the big boy could've passed for 18.

James hit enter after he had drunk in the 6 boys. They froze and begun to change. The big sexy boy grew an inch, bulked up bigger and burst his tight yellow singlet as a result. It exposed a hard, large muscled body, lat's spread out like wings, with a 31 inch waist with a deep 6 pac. A love trail could be seen leading down to a newly enlarged package. The waist band of his silk boxers worked their way out of his long shorts, as the shorts came to hug lower down on his body, almost mid crotch height. His long shorts grew a bit longer, the bball in his hands changed to a sk8board. His shoulders widened and his biceps pumped up to 18”. The twins' hair grew longer, till the blonde hair fell between their shoulder blades. Their lean bodies begun to bulge, their shoulders broadening, their singlets changed into tight red muscle shirts that had a sk8board printed on the back. Their board shorts lengthen to below the knee, and stretched to half calf. James smiled, he'd never seen such long board shorts. They would've looked like an ordinary pair of board shorts, on an 8' giant, the waist fit the twins perfectly though. The asian boy grew to 5’10, keeping his athletic build. His black bball shorts lengthen into a pair of baggy silk rape-me pants, James nodded his approval. His bball singlet plastered to his taller body, the blue gave way to a silk black muscle tee with dragon designs on it, the silk clinging to his rounded pecs, lats, 8 pac and the rest of his torso's defined muscles. James would have laughed at the new singlet's cliché, but it looked too damn sexy on the boy. James watch the fat drain off the plump kid. He grew to about 5’10”, his shoulders broadened a little, and his brown hair thickened. His face rearranged and some freckles appeared across his nose, he looked cute. His green billabongs lengthen to just below his knees, as his singlet changed into a green billabong long-sleeved shirt, James frowned at the surfer brand name. The brand changed to SMP, more appropriate wear for a sk8r. The colours darkened, and the shirt had a stylized drawing on the back and the front of two hot skaters busting some moves, and SMP were written across his crotch in big letters. His joggers became some sublimes. Finally the weedy boy.

He grew a few inches, finishing a maybe 5’7”. He begun to beef up, his boardshorts managing to keep up with the growth, but his singlet soon succumbed. Soon enough he was 100 kilos of pure muscle, shoulder's huge globes that sat over half a metre apart, on top of a v-shaped torso. A deep 8 pac rested beneath a pair of very heavy pecs, his waist 31”. The body looked like a spinning top perched on a pillar (his legs). His torso and back was massively defined and cut. His skin darkened to a deep tan, and his features and muscular development change slightly as he went from European descent to that of a south pacific islander. His yellow board shorts had become navy blue 3/4 pants, which hung baggy over his yellow skate stars. His thighs were massive and a slight stretching could be seen even in the massively baggy pants, along with the deeply cut brown calves. His jaw squared and his face took on a bit of neandthrallic look, it made him look hard, tuff but a certain intelligence in his eye made sure he would never be mistaken for some de-evolved muscle man. Even with his heavy brow.

With the transformations over James nodded his approval. All sk8rs, all different and unique in their own way. He like the way maker could be so random and predictable at the same time, and it produced beautiful sk8rs when he let it do it's own thing. Almost intelligent if it wasn't an AI.

The boys wandered off the court, big sexy boy took a lap of the gym, using his new sk8ing skills. Or he could've been a sk8r before hand.

They gathered around James, admiring his huge tall frame, and his teen cuteness. James towered over them. The biggest boy broke into the group after his lap of honour.

“Yo, Eric's the name.” He said, gripping James' hand.

“James.” short.

“Francis, bit of a pissy name huh?” Said the ex-fat boy “Nah that's a wicked name, sorta hot.” Said the short, hugely muscled, island boy, “Christian.”

“Jeremy and Brad.” The twin's echoed. James smiled, somehow he knew maker would make the twins not only more identical then they had been, but probably likely to say thing's together from now on. It had that kind of humour.

“Bruce Lee.” The asian boy said smoothly. All the kids glared at him, and the big boy coughed. “Ok, ok. Can't I have a little fun?” James lifted an eye brow at the cute oriental kid. “Leicester, that's ma name man. Call it and I'll come suck ya cock.”

“Reckon this is hella cool, thanx G.” Eric said.

“Thank me betta bitches, let's go somewhere for action.” James smiled, and walked into the boy's locker room. The boys followed leaving their gear where it was for now, they'd come back for it.

James led the six boys into the nearby boys' locker room. A few boys were still changing but of course none of the guys noticed James and company thanks to the Maker program. James gave a sort of cursory look at some of the teens. They were obviously from several different classes, getting changed before the siren should went for the next period. There were a couple of kids with ok bodies, the rest were either in need of real development or needed to hit puberty. He led the boys to the showers. This was going to be good. Baggy jeans hit the ground with a thud, James' chain crashing. He told his new boys to get undressed, and then he turned on the showers. He felt the warm spray splash against his body, and he knew that the fun was about to begin. The other boys just undid belts let em fall, and those with shirts nearly ripped them off. He grabbed the asian and met his lips with a long luscious kiss. As they were kissing, the biggest of the new boys came up behind James and began to kiss him on the neck, nipping him. Meanwhile the twins found James' and Lewis' cocks and they began to suck on them hungry for cum. Then Francis and Christan came onto each side of James and began to massage James' firm pecs as they kissed each side of James' face. All of a sudden, Eric slipped his long hard dick into James' ass and began a slow fucking rhythm. Soon the whole group got into Eric's rhythm and the orgy continued for another ten minutes, when suddenly the boys came simultaneously in an eruption of sperm and sweat. The boys quickly dried off and changed back into their clothes when James said. “I wonder how Andy is doing.”

It turned out that Andy was doing just fine…Andy was strolling with his homies in one of the buildings' hallways. He had on arm around the waist of one of his sexy chocolates and the other around his mocha delight. His new boys Dwayne, Marcus, Tyrone, David, and Carlos were getting Andy pretty excited. “What are we goin do now boss?” Tyrone asked innocently.

“I dunno, but whatever it'll be, I promise my bitches, it'll be interestin,” Andy said with a sly grin. At this point, with Carlos and Marcus's bodies so close to him, Andy was turned on so badly that he needed to deal with his hardening cock. Just then, Andy saw an empty classroom, and he formed an idea. He figured that they had some time on their hands, and he was sooo horny. He might as well enjoy some time with his new recruits. He led his boys into the classroom, and locked the door. He had a devilish yet seductive look on his face. He turned towards David and whispered, “Bitch drop yo draws.” All of his boys got undressed with glee. They had finally got the chance they were waiting for. The chance to fuck their master. Instantly David's dark lips met Andy's and they explored each other's bodies as their tongues explored their mouths. David's strong hands rubbed Andy's chest, as Andy massaged David's back and buttocks. David rubbed Andy's enormous pecs and soon he squeezed Andy's already hard nipples. Andy let out a slow moan as Marcus and Tyrone joined in on the action. Marcus began to lick Andy's sweaty ass and gripped onto his firm ass. When he felt Andy's ass was properly prepared, he slid his 10” piece of chocolate man meat into Andy's twitching ass. At this time, Tyrone was sliding his fat dick head into Marcus's awaiting ass. This overload was stimulation was almost too much for Andy and Marcus, but the best was still to come. Carlos decided to see how long Marcus's cock really was by slowly licking and sucking his stiff member. After seeing Carlos, Dwayne decided to do the same to his hot pimp, Andy. The boys soon began to get into a smooth fuck rhythm with Andy and Marcus being the center of this ethnic fuck fest. Then the passion and movements increase, and soon the boys could not contain their ecstasy anymore. First Andy and Marcus felt hot cum stinging their asses, as they began to pour white, molten lava out of their cocks. Carlos and Dwayne hungrily drank this cum down as they themselves came onto their chests and taut stomachs. The boys were exhausted, but Andy knew that the competition was still on, and they did not have time to rest. They cleaned themselves up and soon decided to leave. As they were coming out of the classroom, Andy spotted a group of guys loitering in the halls. He knew what he should do.

While Andy was fucking, James was looking for his next targets. He'd left the boys to wander and play amongst themselves on the grounds, but James knew they wanted to go to the skate park. They couldn't leave the school though, not until the competition was over. Of course after the competition they might not be skaters anymore, he thought. He paused slightly disturbed, his blue eyes darkening with thought. He shrugged it off.

James walked into the main building, there wasn't much on the first level at the moment, the classes were still in. He walked up a narrow flight stairs onto the second level. As he walked up the stairs he thought about how he didn't remember the stairwell being this narrow last time he'd been here. Then again he'd been 5’7” and not 6’4” back then. The second floor was pretty much one big hallway. The corridor was spacious, fairly empty except for a small group of guys hanging further down the corridor. He looked over at the library that took up the majority of this level, it was raise slightly higher then the rest of the second floor. Memories leaked back into his super-charged sk8r brain. Even though it had only been just over 2 weeks now since he had found Maker the memories in his head seemed like they were a world away. He'd left Angelus Senior Highschool far behind him.

As he headed towards one of the huge library windows to take a look at the people inside, he happened to glance into the door of a classroom that opposite to the library, it had what looked to a be a study period in it. A group of four huddled around one table and the two others sitting separately away from the foursome. He couldn't see the four clearly, but decided to go have a look.

Missing each other by mere seconds, James and Andy continued on the competition. Andy came out an empty class a couple over, just after James went into to look at the study group. Andy's attention focused on the loiters.

Andy noticed three boys who were waiting outside a classroom in the hallway. They were just standing there chatting, when they noticed Andy with a sly look on his face. Andy looked over the boys. One was a small guy about 5’2” with blue jeans and a Garth Brooks T-shirt. The one next to him was about 5’8” and he was dressed almost completely like his companion except he had on a red and white striped shirt. The final guy was 5’5” and dressed in black jeans with a white button-up shirt tucked in. “What the fuck do you want? Are you some kind of faggot?” asked one of the boys.

“Yeah something like that, bitch.” And with that Andy pressed “Enter” on his beloved palmtop. The shortest of the group started to grow taller. Suddenly his shirt exploded with muscles and his jeans shredded with his now huge thighs. His cock was now exposed and it began to grow into almost a water hose. He now stood at 6’1” and then his skin changed into a dark mocha color. His hair changed from a light blonde into a jet black as he grew a black mustache and goatee on his face. His jeans changed into some black Jncos, his shoes changed into some black boots, and he was left shirtless exposing his hard pecs and 6-pack. His 5’8” friend only grew a little taller into a 6' even. His muscles bulged and his clothes changed. His jeans changed into some blue Tommy Hilfigers, his shoes changed into some brown Lugz, and a purple Lakers jersey appeared on his hard body. His skin changed into a dark chocolate as his hair changed into a neat crew cut.

“John you're a spic and Mark you're a nigger!” exclaimed their ignorant friend. Suddenly he changed too. He grew taller into what looked like a 5’11” African god. His muscles flared everywhere as he stood in his now Hugo Boss khakis, brown dress shoes, and a greenbutton-up shirt. “And you are sum fine niggaz!” he said now proud of his new heritage.

“Come my bitches,” Andy said, “we have more work to do.” And with that they were off.

James had drawn up a chair to listen to the group of four talk while he waited. The group consisted of two guys and two girls, no romantic links. He remembered the people from when he went to school, they were from the year above him. Jean had short black hair, olive complexion, hazel eyes, round face and was a little bit of the stout side; he was a bit of a try hard homie. Mary-Anne sat across from him, she was pretty, wore plain clothes nothing over the top. Shoulder length brown hair, pale face, green eyes, standing she was short, very slim and gifted with bust. Ellen sat next to Marianne, sitting far higher then her friend. She was quite tall, slim, with long brown hair, brown eyes, she had a tan all year round because of racial heritage. James frowned for a second as he stared at the last boy, he remembered vaguely that the boy had a fairly shady record in regards to gurls. Jack, he was of average height, average build, baggy clothes that leaned toward sk8r fashion lightly without 'trying hard', light brown skin, thick dirty blonde hair that covered his ears, and a cute face. What made him stand out amongst the guys was his steel grey eyes, the girls just melted. Now James was gay he could see a little of what the fuss was about.

The talk mostly consisted of various formulae and ideas related to the work they were doing, James understood all of it easily. Now and again they would pass into gossiping, or small talk. James wasn't too caught up to notice the green light. He looked at the other two in the class, vaguely remembering them from his time at school. Shit happens, he thought, four nice looking skaters to add isn't such a loss.

He pressed enter, and the typical transformation freeze over took the group. Ellen stiffened as she begun to expand, her blue tattoo shirt soon bulged with new muscle. The arms on the shirt disappeared as the shirt became a tight blue singlet. The tan on her arms and face deepened deliciously. She sat on the other side of the table from him, so he missed the lower transformations, but he enjoyed watching her face become more like a guys, her face broadening. Her long brown hair shortened, shoulder length, then it was tied up in a tight pony tail, exposing an undercut that went all round Ellen's head except for an inch above the ears. Jack grew an extra inch, bulked a little, but kept a slim athletic build. A stud appeared in his right ear, and his skin lightened a couple of tones. His clothes grew baggier, puffa vest, lightning bolt shirt and skate pants, James couldn't see his shoes. James shifted his attention to Mary-Anne, he could see her better. Her bust shrank to a pair of nice teen boy pecs, as her shirt unbuttoned James could see her abs form and lats widen. Her biceps and forearms hardened with muscles, the biceps inflating as if trying to fill her long sleeves. Her dress fused and became a pair of shorts that lengthen to just below the knee, and he watched as her smooth girl legs thickened with muscles that came from boarding, and then got a light covering of hair. Her star sandals became a pair of skate shoes. As her face took on a hardened edge, and her hair shortened to a crew cut. Jean was last, he grew quite fast, actually gaining a couple of inches over Ellen and Jack, and then he expanded. His shirt had started off very baggy, but somehow he still managed to burst it. The muscles were nice, not too defined, and the same olive tanned skin. His pecs hardened into slabs of raw meat, and his lats pushed his ballooning biceps out. Deep cut abs appeared, while his face hardened and his hair cut became an undercut. His cream drill pants had become damn baggy while the rest of him had grown, his thighs filled the gap between the chair and the bottom of the school desk. A thick wallet chain snaked itself around him, as his leather belt became canvas, the long tag hanging out in front of his crouch like a suggestion of what he had packing in the baggies. His reeboks, finally, became a pair of adidas brodies, sorta compromise between the homie he'd wanted to be and the skater he now was.

Ellis shook his head, “Shit that was intense, what happened?” He explored his new body, everyone else followed suit.

“Dunno, but I like this body better,” Jean stopped hearing his new deeper voice, “Man this voice. God I'm hot.”

Marshall grinned as he found his new equipment, “God, I dunno how I got on with no cock all my life.” He turned his eye to Ellis, “You look sexy, baby.”

“Ma bud, you look so hot I'm gonna cream my pants.” He replied.

“Shhhhhh…” Came the response from one of the other two in the class, the group gave him an evil look.

“Happy with yourselves? Good.” James said.

“Yeah, it's pretty wicked.” Jean said

“Uhuh, great.” James nodded, “If ya love getting transformed the next best thing is seeing someone else transform.”

“Wha?” Jack uttered, dazed with lust at the gorgeous guys at his table, still not realising he was one of them.

“Com'n, you'll see.” He led them out of the room. The two other studiers looked after them, then looked down again as their minds just let the subject drop.

Andy saw the light flash on his palmtop. He grinned eagerly. He and his boys continued to stroll through some halls, and suddenly he noticed a group of five girls. They were about thirteen years old, and they were very proud to show off their bodies. The leader of the group had a pink shirt that ended just above her belly button and blue jeans that fit in all the right places. She was about 5’4” with long brown hair, and her plump breasts were very inviting. Her friend next to her was 5’3” with short black hair and was wearing a green dress with white open toed sandals. Another girl had a purple mini-skirt with a pink frilly shirt. She stood at 5’2” and her long brown hair was ever so soft. The girl next to her was a bright eyed blonde, with a blue dress that was barely legal for any dress code. She stood at 5’3” and she seemed like she was popular with all of the boys. The final one in the group was about 5’5” with curly blonde hair and was wearing small jean shorts with a purple top with the words “Princess” printed across it.

“What's going on fellas?” the leader asked Andy, and crew, licking her lips.

“Nuthin,” Andy replied.

“You guys looking for a fuck?” she aked. The other girls giggled and smiled.

“Sure, but maybe after you changed.” And with that, Andy hit “Enter” on his palmtop, and the girls began to change.

The leader grew to 6' and her breasts stretched into hard guy pecs as her shirt changed into a blue Old Navy t-shirt. Her hair shortened into a crew cut as her jeans exploded into some baggy Jncos while the rest of her body filled out with new hard muscle and changed into a dark brown hue. Her short-haired companion grew into a whopping 6’2” as her dress changed into a green baseball jersey with some baggy blue jeans. Her features became more masculine as her body began to grow with hot homie muscle and change into a dark chocolate. The girl in the purple skirt began to grow into 6’3” and her skirt transformed into some baggy khakis, and she was left shirtless as her breats morphed into hard pecs. Her stomach revealed hard abs as her skin changed from white to black. The blonde with the dress changed into a 6’2” heavily muscled Latino as her dress changed into a blue Dickies jumpsuit. The final girl grew into a 6’1” basketball all-star, her shirt changed into a jersey and her shorts changed into a matching nylon pair of shorts. Her hair grew shorter as body began to display areas of lean muscle. “Yo what's up my niggaz?” Shouted the leader.

“Nuthn' dawg. Say watz all yalls names?” Andy inquired.

“Derrick,” said the leader.

“Michael,” said the short-haired f riend.



“Steven,” said the final one.

“Well my bithes we better go,” Andy said, “James has the last turn and I can't wait to see what he's got.” And with that, the boys headed off to see what James's last turn would include.

James had made it to the otherside of the school when the light on the palm top came on. The four new sk8rs crowded round him to take a look at what he was interested in. His head came up and he scanned the corridor, he was easily able to see over the group with his extra height. Finally his eyes settled on a door, one that had “STAFF ROOM—NO STUDENTS PAST THIS POINT” written on it. A smile crawled onto James' features.

Jean, Ellis, Jack and Marshall look up into his face, then followed his gaze. They stared blankly at the door, then they begun to smile too.

“Oh yeah man.” Jack said, and grabbed the crotch of his skate pants.

“Wicked shit.” Marshall said.

“Cum on then.” With that James went in.

The room was a bit larger then his room, with kitchen stuff at one end, couches and chair at another, and table occupying another corner. Near the table an open door led to a corridor led to offices. It was about 15 minutes before the end of period and the staff room was mostly empty. Mostly empty save for three male teachers sitting on the couches talking and drinking coffee. Mr Donald, Mr Halbard, and Mr O'Conner. Mr Donald was the youngest of the three, he came in at 31 years old. The other two were at least 10 years older.

Mr Donald was a weedy guy, about 5' nothing. He wore a lime green suit, bright yellow shirt, and a sickening purple tie. Only colour blindness could be a used as an excuse for the odd sight, and colour blind he was. Mr Halbard was a nasty piece of work, scowling creased up face on which a pair of horn rimmed glasses perched. He wore a white tee shirt and some grey dress pants, and he was as dull as he looked. Mr O'Conner was another of James' most unfavourite teachers. He taught sport, and cos he was never getting any he was always real hard on all his classes he had. He was wearing the same clothes he always seemed to wear; tracksuit and trainers. All three were bachelors; cos Mr Halbard was an idiot, Mr O'Connor had a royal stick up his arse, and everyone reckoned Mr Donald was gay as well as colour blind.

“Hell, do them man.” Ellis urged James unnecessarily.

James hit the button hard. 11 years stripped from Mr Donalds face, and he grew from 5' to 6'. As he lost his weedy frame he burst his jacket and shirt, the coloured strips floating to the floor. It exposed a hard, muscled 20 yo bod. A cute face which looked better once his hair grew a bit longer. His green pants turned into cream cargoes, his leather shoes became flicks, his hard new body was covered by a tight, white tee. Mr O'Conner regressed to about 20-21, the wrinkles smoothening, his bald patch disappearing. His tee soon looked like it was painted onto his body as his body expanded, larger then Mr Donald had expanded. His biceps burst the short sleeves, making it a muscle tee. His trackie pants turned into adidas rape-me pants. Finally his trainers became a pair of EVs. Mr Halbard regressed to 20, then kept going to 16. His clothes very little, he expanded into them. Going from a height of 5’9” as a 16yo to 5’11”, and putting on another 25 kilos. His sirt was baggy so it hid his body, but James could still see nice biceps and forearms. His gray hair turned blonder, and grew longer, until it got pulled into a pony tail. His face lightened, becoming cute, his horn rims changed to a pair that was more discrete, and they only added to his cuteness. His grey dress pants became a pair of grey jnco widelegs, his white tee becoming a blue limp bizkit shirt. His trainers morphed into a pair of converse sublimes. “Shit.” Was all the group of four who watched could utter.

James smiled at the three new guys, he hoped that the two adults were teachers. He'd talk to them on the way to the meeting grounds. “Let's go bros,”, the three new guys got up at James' command, “Gots to go down to wait for Andy and his niggaz.”

“Who's Andy?” Marshall asked.

“He's a homie who's playing the game with me, and I can't wait to see his band. He's got the final turn, so we might be waiting a while if he decides to enjoy the last turn.”

Andy realized it was his turn. The final turn. What could he do? Or rather who could he do. He was still wandering the halls with his boys when he came across a group of hall monitors. Each one had a bright orange sash going across their stomachs indicating their 'high authority'. Each one also had a badge with their name written across it. It seemed their names were George, Robert, and Chris. They soon noticed Andy and the gang and decided to stop them and have some fun.

“Excuse me but do you have a hall pass young man,” George asked in a snotty tone. He stood only at 5’6” but he had a lot of guts to talk to this sexy Latino, but unfortunately he had a bad wardrobe as well. He was dressed in a pair of green corduroy pants with a blue Hawaiian shirt tucked in. He looked like a used car salesman.

“What,” Andy replied in a cool manner.

“You need a hall pass in order to wander the halls during classtime,” chimed in Robert who at 5’6” as well was kind of a cute Hispanic guy, but his mousy and nerdish personality turned off most people. He was wearing some dark blue Levi jeans with a dark green shirt that had the school logo printed across it.

“Yeah we got a hall pass. I gots one right here.” And with that, Andy unzipped his fly and pulled out his huge cock. With all three of the boys staring, Chris was able to pull his jaw off of the floor and speak.

“I'm going to report you to the principal right now,” he shouted as his 5’7” body grew slightly taller like a cat ready to spring. His green shorts and white button up shirt seemed like theyabout to burst with his anger at being defied by this strapping hoodlum.

“I don't think so bitch.” He pressed 'Enter' on his palmtop and the boys began to change. George's pants morphed into some baggy black jeans that hung around his ass and his Hawaiian shirt morphed into a new football jersey while his body grew and stretched into 5’10” dark skinned homie with a swimmer's build. Next Robert began to feel his body change as his jeans changed into some baggy Plugs and his shirt changed into a green Polo shirt. His body grew into a 6’1” bodybulider's physique as hair was sprinkled on his chest and a thin love trail lead down to his newly enhanced package. Chris changed just as drastically as he grew to 6', his muscles grew and bulged while his shirt transformed into a yellow Fubu shirt and his shorts became brown khakis. His tranformation was nearly complete as his hair became shorter and his skin darkened. Andy looked his new boys over. “Well, well, well. It seems that I have made some excellent additions to my collection. Well the match is ova'. Let's go see what James has in sto' fo' us. I can't wait for him to see my boys;” he said with one of his trademark grins. And with that, they went off to meet James and see the results of the contest.

Out in the open air all Andy's homies squinted, they'd been inside a bit long. Andy spied the sk8rs all lounging around the front lawn of the school. They talked loudly, or wrestled, mostly they sat on their skateboards. He saw James instantly, his huge frame would've stood out even amongst the crowd of his homies.

“Yo Andy, see ya got sum nice home boys.” James called out as he got up.

“Sup?” Andy called back, “Ya boys ain't that bad, betta off homies though!”

James moved up close to the hispanic supa-homie, he rubbed their bare chests. “We'll see, how many ya got there?”

“16. Wha bout you?” The group went quiet.

“……17.” The sk8r group went quiet. James beamed, “Oh dumb luck man, you lose!”

“Fuck……. ya'll be taking sum ma boys now won't chu?” He frowned.

James turned and looked at both groups. “Nah fuck what I said before.” A look of puzzlement came over Andy's beautiful latino face. “I'm not gonna take any of ya boys, you're all too good together.” He paused, “Plus I kinda think having homies around would be the coolest.”

“Oh fuck yeah.” He hugged James tight, “You're the bomb, dawg.”

“Yep, but you need a pad for yourselves, how bouts we go 'shopping'?”

“Fuck yeah.”

“There's just a couple of things I wanna do first.” He gripped Andy's crotch, and squeezed hard. “I wanna give you a present in return for being such a hot homie and good guy to play against….by the way you got good taste.” He looked at Andy's homies, “Choose one of my boys, and he's yours.”

“Yeah sounds kay. What else you wanna do” Andy panted, his desire to fuck over coming any ideas of finding a pad.

“Well I need to have a long fuck before we go shopping…..wha da ya reckon this place would look upgraded?” James turned and looked at the school. “Tha skool? Dunno, like what?”

“That can wait, tell ya when we shop.” He slid one hand over Andy's bronze skin, the other into his baggies pulling out his palmtop. “First gonna give ya a sk8r. Goan pick.”

Scanning the crowd of skaters Andy's eyes came to rest on Leicester. “Asian, black singlet and snap pants. Make him one of ma homies.”

“Cute and asian, damn. I wanted him to myself.” James smiled, and keyed inthe changes. Leciester realised he was being looked at, and every one else turned to look at him. James hit enter.The asian sk8r froze, and everyone took a step back to watch him transform.

Leciester stood at 5’11” now, a gain of an inch, and he was quickly losing his athletic build as his body gained more meat. His tight singlet tore asunder with a loud rip, and the silk came apart. His new muscles were hard, and his body was still inflating. His nipples pointed outward as they grew larger in diameter, and a thin trail of hair grew from his belly down to his pubes. His face lost a bit of it's boyish quality, and took on a hotter more masculine edge. The snap pants became a pair of loose black tommy jeans. As his upper body grew the jeans went from loose to baggy, sliding down his arse to expose a pair of jade green boxers and a nice thick package. James watched his skate shoes become a pair of boots, as a heavy chrome plated wallet chained formed. Finally his muscles slowed their growth and a white Nike cap appeared on his head backwards. His muscled yellow skin glowed in the light. There he stood, a sexy, muscled, Asian gangsta. “Yo ma niggas.” He gesured to the homies, “Wanna see a china man whoop yo ass?”

Andy looked at his new gift and almost came with delight. He rushed over to James grabbed him by his ass and pulled him closer to himself for a hug and a tongue filled kiss. “He's fuckn' awesome,” Andy said as he dove in for another kiss with James. James was happy that he pleased his Latin lover. Damn with all of this hot action, Nick was in some tough competition for James's affections. He pulled away from Andy long enough to enter some commands into his palmtop, and then he pressed “Enter”.

“Well boys, it looks like we have earned some R&R, so without further ado. Let the games begin!” And with that, James pulled Andy and his new playmate closer to him. He kissed them, and soon other boys began to follow hs lead as a sex filled orgy began to insue.

While the homies and sk8rs quickly set about fucking, the school and it's grounds begun to churn and change. James positioned his cock in front of the new asian homie's mouth, the head of his snake touching his lips. A sudden heave in the ground threw James forward, his cock popping into the willing mouth, he felt teeth grate his foreskin. As he begun to pump Li's mouth Andy was positioning himself to pound the cute asian's ass. Andy leaned forward and grabbed hold of Li's enlarged pecs, gripped them tight and rammed home.

A shudder went through all three, but James decided that he wanted to finish what he started with Andy. He grabbed Andy and the two began to tongue wrestle as each boy explored the other's body. Li came behind Andy and began to slide his Asian dick into the Latino's tight bubble butt. James slowly started to lick Andy's brown nipples as Andy threw his head back in ecstasy. The three soon grew into a steady rhythm of sucking, fucking, and kissing. On a wall colourful graffiti begun to scrawl itself, depicting stylised scenes or just tags.

Eric was busy ramming his cock into the arse of a homie. “What's ya name?”

“Steven….just keep fucking me wid that ivory pole of yours white boy..”

Eric scanned the scenery, his eyes settled on the twins sucking away. The two lithe, smooth, blondes lay in 69, you couldn't tell them apart. Every action one did was echo simultaneously by the other. It must have felt like giving yourself a blow job. Francis was wanking off with a couple of homies. “Hey fat boy, come here and take care of this all star cock that's loose here.”

The ex-fat boy jumped up, he brushed his hair over his shoulder and raced over. He positioned himself above Steven's flagpole, facing Eric. Gently he lowered himself, circling his arms around the bigger boy. Once he felt those big black balls on his ass he didn't hesitate before grabbing Eric's head and kissing him deep.

Robert pushed George to the ground. “Yeah man, yo gonna suck this big black cock into that sweet mouth yo got.” He sat down on the smaller black teen's chest. George's hands run down the bodybuilder sized muscles on Rob's body, as Rob unzipped his baggies to release his 9 inch cock.

“Oh fuck no man, not the huge rod yos got.” George said while moaning with desire.

“Ya'll gonna eat ev'ry inch I gots nigga.” With that he lifted his weight off his submissive partner and squatted over his face. Slowly he fed him the cock, “Take ev'ry inch mudda fucka.” One of George's hands slid over Rob's bubble butt, while the other freed his own cock from it's baggy confines. George began to frantically jack off his chocolate meat while he gently fingered Rob's dark asshole. Rob could only moan and groan as he shoved his meat further down George's throat. Rob's orange-sized balls rested on George's chin as George continued to suck the black cock for all it was worth.

The sounds of fucking, slurping, pounding, moaning and groaning grew more frantic as the campus neared completion. Homies' pounded white boy ass, while sk8rs had their cock sucked. Teen muscle clashed against muscle and cock clashed against cock as every boy realised that no matter who you were, it didn't matter when it came to sex. Every one was equal. Eric had moved onto the homies who'd been jacking off before, leaving Steven and Francis to fuck. A low grumble signalled the end, as the sk8rs and homies collectively came together. Screaming, yelling and groaning as there cum gushed. The gushing sounded like a roar with the amount their balls churned out.

They fell to the ground, exhausted. James landed next to Andy, they stared at the new set of buildings in front of them. The school was now changed. What had once been an area of separated buildings was no a huge conglomerate. The school was now in the form of a square with long hallways, giant towers, and small windows. The school now looked like a secret, mysterious private fortress with a gothic/medieval theme of architecture. In front was an odd sign that had a new title for the school.

“James Hall's School for Young Adults?” Andy asked inquisitively.

“Like it? I think it's time we had a place dedicated to teaching kid's our way of doing things.” James said with a wry grin on his face.

Nick and James sat on a leather couch holding hands. Andy sat on James' left, on a metal stool, he was being serviced by his asian gangsta. A large flat screen showed Bomfunk's Freestyler, the sound was being pumped out in dolby surround. The bass was all the way up. The room wasn't as large as his lounge room at home, but it was decent size, James' eyes roaming around picking out posters of hot rappers and watching Andy's homeboys go about the place. “What was the Grammer School like Andy?” Nick asked. “Most of tha mudda fuckas there are snobs, and they pissed me right off.” Andy replied, “All momma boy school, full of preps. Wicked looking bitches some of em. G, ya know the types.”

“Uhuh mate, sounds good, were you bent before James did you?”

“Nup. But got ma group of homeboys now.” He ran his fingers through Leciester's hair, “Tell y'all who'd make wicked niggaz, middle school drama queens. Chu know drama babes, actors. Bitches ain't gone through tha change yet. Some real cuties.” James looked up in veiled interest, “Oh yeah?”

“Yep mutha fucka, but I ain't so needy for more niggaz yet.” There was another long silence, as they lookeda round the room, not so much bored as absorbed. “All this sex reminds me of sum thing. We gots to go man, my bitches at home need some attention.” James said. “If yo needs some help wid them gimme a scream.” Andy called out to them, as they picked up they're boards and headed out for the door. Stepping over a couple of homie in the hall 69ing they left Andy's Pad.

“The only one in your group who needs attention is me Jays.” Nick said as they skated along. “I'm sorry baby, been neglectin you.” James frowned at this, “You know you are the one I love, I just gotta spread this around.” Nick was silent for a few moments, rolling along the ground, then doing a board flip. “I know…” Nick said as the board hit the ground again, “But you know, you could at least take me along. I enjoy watching you at work.” James turned his head to look at his best friend, Nick's head was low, eyes focused on James' face with a toothy smile. There was a loud scrape as James skid to a halt, his brown vans kicking up clouds of dust. “You're so right Nick.” Speeding past him Nick smiled at his comment, “Excellent, so what you gonna do bout it….bitch?” A laugh escaped James, as he skated off again, feeling the air rush over his bare skin. He was silent as he concentrated on the sun refelecting off Nick's toned back. “I shoulda let you come on the last little job, I mean you would've loved watching the kids in our school become sk8rs and homies. You would've spewed when we turned the shop clerk into a 10 year old black homie, Andy fucked him right there in the store. 'Gots to test tha product before I take it home G' he said.” He cut himself short and blushed when he saw Nick glaring back at him, “Sorry man, look I promise I'll do more stuff with you. I feel bad about leaving you out. I know, remember Andy mentioned his old school? Why don't we go do that drama group he talked about.”

“Yeah ok,” Nick didn't look back, he flipped his board up and did a grind along a low lying wall, “Ya know I can never stay mad at you.”

Using maker, James transported them to the Grammer school. It was mid afternoon, the sun shined down on the sprawling grounds. Well manicured lawns, fresh buildings, gardens. It was a rich grammer school alright. Using his palmtop James hacked into the school mainframe. “Just how did you do that?” Nick looked over James' shoulder at his progress. “Combination of maker and my hacking skills.” James replied without looking up, “Here we are, according to this internal memo there is going to be a rehersal after school for the school youth theatre. They are performing 'Babes in the Woods'.” He chuckled. “5 kids, 1 teacher, in the theatre hall. We'll just join in the rehersal.” He begun typing away into palm top again, smiling as he hit enter. Nick felt a familiar jolt, he frowned and rolled his eyes at James. When his eyes rolled back he watched as James shrunk and youthened, his shoulder length hair shortened, and neated itself. A classic bowl cut, his face rearranged it self as his hair went from a beautiful brown the strawberry blonde. James' new face gave him a snobbish look, he snickered. As his body lost its tan, a white shirt clothed him, his cream widelegs tightened into Navy dress pants, and a blazer formed on top of his shirt. A wide brim and tie completed the image of a grammer school goer… Nick looked at James' skaties, dissapointment crossing his face as the brown vans became a pair of black dress shoes. “In disguise. You think I look wierd you should take a look at yourself lover boy.” James said. “Off we go.”

An almost melodic siren rang out signally what Nick and James were waiting for. They sat in a corner of the quiet auditorium. With a bang the door was flung open and about 5 guys walked in, all aged around 10 to 12. Cute, in a posh sorta way. They both got up and mingled with the boys, who didn't notice that the new comers weren't part of their normal group. “Once everyone is up the front here, go round and close all the doors you can find. I'll get things moving down here, but I won't begin without you.” James whispered to Nick, nibbling his ear discretly. “Yo.” They heard the teacher and the rest of the group, well before they saw them. In walked the 27 year old, blonde, effeminate man wearing a dull suit. James shook his head at the cliche'. “Ok boys, everyone up the front.” His eyes rested on James, lit up, then quickly dulled. James smiled inwardly, the guy fit the mould even more. His form and beauty was perfect… and the teacher noticed him for it. “You there, I don't remember you being here before. I'm sure I would've noticed you.” I'm sure you would've, James thought, “Um sir, I got told you were looking for a couple of volunteer stage workers. My form teacher told me to just turn up.”

“Oh ok, yep sure sounds good. Glad to have you on board.” He locked eyes with James, who winked at him. The teacher was momentarily flustered by that action, but quickly smoothed it over and acted like nothing had happened. Meanwhile James had started with his palm top. Out of the corner of his eyes he saw Nick continue on his job. Hitting enter he looked up. The boys kept going over their lines, not noticing what was happening to their teacher. He begun to grow younger, his suit becoming a uniform, a spray of freckles covered his nose. It was a simple transformation, James had bigger things in mind for later. The teacher continued to direct and talk as he regressed, his voice losing it's age, finally reaching the “just on puberty” pitch. The production now had a 12 year old director. James begun to frantically type into his palm top, his fingers flashing over the key board. He felt Nick's presence, but didn't look up, he had a lot to do. A few mintues later he hit enter. Then calmly walked over to one of the seats in the auditorium and placed the palm top down. Then walked back up onto the stage. “Any moment now,” James said, “Oh and don't be startled, I've got it so our physical forms change with everyone else's, we're going to be part of the action. Our minds won't change though… wouldn't want that to happen and get stuck.” He smiled. “A bit warm in here isn't it?” One of the boys asked. “Yeah, I'll just go turn on the air con.” One of the younger ones said. “No, just take off your shirts and blazers if your hot.” The director said. All the guys seemed unsure, but quickly did so. They felt more comfortable after. The range of chests seemed, nice, ranging from well toned, to a little flabby. Mainly the skin was a very white, a couple of tanned chest existed in the group. One of the boys, about 12 years old, red hair, he was thin and was 5’8”. He a nice chest, just beginning to get some definition, very white and nice sized nipples. His arm pits had sparse hair, which was red too, but the rest of his body was smooth. He started to sractch his leg, like his skin was irritated. Gradually the others followed suit, and he just pulled off his pants. Everyone looked at him, he shrugged. “Hey it stopped the itching.” He said, standing there in white hanes breifs. Everyone took off their pants, they were a little embarassed at first, but leaving their shoes on made everyone feel more comfortable. Everyone laughed at the picture of 8 youths in jocks, with just their black leather school shoes and white socks on. Suddenly they all felt a shock and growing sensation. Everyone in the room begun to age, even Nick and James. They all finished up at around 14 years old, still wearing their shoes, which fit fine, but they jocks strained to cope with the growth. They were all older versions of what they had been. A short chubby, blonde, 10 year old, had become a short chubby, blonde 14 year old. The guy with the red hair had grown the 6' and had gained some muscle, his pit hair had grown outrageously bushy, but the rest of his body remained smooth. That went for all the boys, their bodies were all smooth. They were all cute in their own way. “What the hell happened?” One of the boys said, he was 5’10”, closely cropped black hair, tanned skin. He had a swimmer's build, a look of even greater surprise crossed his face as he heard his own voice. “I don't know, but I feel horny.” A shorter chubby boy said. “Yeah…” Was the word that echoed through the group, as they begun to feel themselves through their white briefs, none of them being able to get their hands in because they were so tight. Gradually their 14 year old cock begun to respond to the treatment, growing in their tight jocks. You could see every detail because of the tightness, and they were getting tighter as the jocks filled with more meat as the cocks expanded. They reached 6 inches, but the cocks keep growing, and the briefs got tighter. 7”,8”,9”,10”, with a loud rip some of the jocks ripped open and the cocks sprung with a twack or their owner's stomach their growth stopped. 11” some where still in the race, but there were some more ripping sounds and the jocks came assunder, their growth was finished, their cocks at attention. Only a couple of boys left as 12” came along, and their briefs literally exploded, their cocks reaching almost to their pecs. They all begun to pull on their huge, new cocks. As they begun to play with themselves another transformation took place. Their leather shoes begun to change, rippling, and morphing. Shoes went from leather to suede. Many of the soles became orange gum, they took on the shape and distinctiveness of skaties. The shoes became a variety of shapes and brands, converse, boarders, airwalk, globes and vans all took shape. The shorter boys begun to grow, a few inches until they ranged in size from 5’9 to 6'. While the height gain took place, their bodies developed into harder shapes Their shoulders broadened, lats expanding, waists shrinking collectively. The development didn't leave them freaks or looking like young body builders, but it was good gain of teen muscle for all. A couple were a bit more developed then the rest but the over all look was rounded muscle, definition and tone. Their abs formed, 6 pacs and 8 pacs bulging from hard abdomens. Biceps, then their thighs and calves grew and become more defined. As the last of the puppy fat drained from them, only a thin layer to give them a smooth shape left, their faces refined, any acne dissappeared instantly. Some gained earrings, or eyebrow rings. Most of them shared a common hair cut before, short back and sides. Some kept it, but most either recieved a crew cut, or it grew out to ear length, or even shoulder length. As their final stages came closer to finishing the piles of discarded clothes shuddered and shifted, going from school uniforms to baggy clothes that were too skater for the average preppie to wear. Eight guys stood on the stage, hands gliding over huge poles, beautiful examples of man hood, naked except for socks, skater shoes, and for some the shreded remains of jocks. Gradually their hands slowed down, and their eyes opened. They beheld everyone else's change, first with confusion then with delight. They felt their new muscles and body, took a look at their new clothes, and some took off their shoes examining them like they were a new type of life form. Their inquistiveness faded away as their new minds took over, minds where all the stuff was their right and the only shit they wanted to be. “Shit hey, we all skaters now?” The guy with the red hair said. “Shit yeah Jason, and all so fucking sweet.” A blonde long haired boy said, rubbing his chest, his 11” boner looked painfully hard. He slid over to another guy who was close to him, and begun to touch him. “Alex you are so fine, standing there all naked and shit in your skatties.”

“Yeah Will, fucking touch me… yeah.” The guy responded with, the blonde boy begun to hump his friend's leg. The feeling begun to spread, and soon people were pairing off. A few kept to humping, a few more begun to investigate the need for something up their ass, most begun to get a taste for cock. Nick and James seperated, wanting to try out the new boys. Nick quickly got into a 69er with a boy with huge amount of pit and pubic hair, they quickly got into a rythym, mouths gliding up and down the ivory poles. It was amazing how much of the cocks they could fit in, most making nearly 7 inches in, Nick got the full ten inches on the boy in, he loved the feeling of a cock that was down his throat. None of the boys gagged, they didn't even know what gagging was. It felt so natural and good, and the longer they did it the more knowledge about sex filled their brains. Nick felt soles touch his face, he opened his eyes in surprise to see they belonged to the guy he was sucking off. Shit this guy's pretty flexible, Nick thought. He cotinued to suck as he studied the orange soles on the boy's backdrafts. James was introducing another boy to fucking. James had rammed all 12 inches he had up the boys ass, they were doing it doggy style.. He was gently pounding his ass as he admired this boy's beauty. Long black hair that hung down, covering his face, muffling the groans from him. Cream white skin, that look so soft, but was so hard when touched. James ran his hands over the boy's washboard abs, feeling himself growing close. James ran his hands along the boys sides, and onto his arse, gripping the buns in his hands tight. With a groan he spewed into the boys ass, the boy then came himself at the new feeling. Both of them regressed in age about a year, losing a little height. Over the next minute everyone had came, they looked a little shocked at what they'd done, but looked like they wanted more. Instead of 14 year olds, the stage was filled with 13 year olds. James lead his boy inot the 69er position, wasting no time in ramming his pole down hte boy's throat. He managed 10 inches of the 12” James was packing. Jay smiled, every timed they orgamsed they get a little smaller, but their brains would fill with more knowledge. He would've turned his head to look at what was going on around him, but he had 11 inches in his throat, and he was enjoying every bit of it. Another round of sex was quickly up, the boys receeded another year. They lost a little height, a little defintion and their faces grew younger. Their shoes still fit though. Nick was on his back, his ass being pounded by a 12 year old named Broady. He looked like the teacher, but Nick didn't care about that, he was enjoying himself too much. “FUCK ME HARDER BITCH!” Nick screamed at him, his voice breaking up. “YO ASS IS MINE.” The boy screamed back at him in a higher pitch. Nick ran his feet along the boy's legs, the sole of his shoes catching on the skin. He ran his hands along hte smooth chest as he felt the next orgasm drawing close. Broady reached down with his free hand and gripped Nick's neglected pole, and began to beat it off fast. Broady exploded, but kept jacking his new friend off until his hands were covered in cum. They both regressed again, height, defintion, and muscle size was lost. Broady fell on top of Nick, they locked in embrace and kissed hard. Broady broke the embrace and got up. He squated above Nick's crotch, positioned his ass, and then slowly slid down the big pole with a sigh of contentment. Will and Alex where expierencing sex standing up, Alex had his legs wrapped around Will's 11 year old waist, his back pressed against a wall, and his arse filled with Will's cock. One of Will's arms steadied them, the other was exploring their new bodies. He didn't have time to explore with his eyes as he sucking Alex's tongue, faces mashed together, tasting each other's mouths. Along with their 11 yr old bodies came more energy, and their fucking motion had intensified, but hadn't become frantic. Alex's cock was pressed between the two sets of hard abs. Their chest pressed hard together, and every movement up and down rubbed on the cock, Alex was almost fucking Will's abs. A warm spray wet their chests and chins, Will broke his kiss and looked down at Alex's cock, which had spew out it's cum onto them. Will wasn't too close to exploding yet, so he kept on fucking Alex. Alex begun to regress again, still getting bumped around by Will's now frantic fucking. Will watched as his partner lost some muscle, and got hornier as he watched his face become more boyish. Alex's mouth broke into a wild grin, his ten year old hands rubbed his now older partner's body. “Cum on bitch, fill my ass already.” With that encouragement Will came hard, filling the 10 yr old ass with cum. “Happy now fag?” Will said as he begun to regress. Jason, the red headed boy, was fucking Bryce something hard. He didn't really like the doggy position he'd decided, he loved to see Bryce's facial expressions as they had sex. But it was a bit more comfortable then having them on their back, otherwise he had to raise his ass up to fill this boy with his cock. Jason had a firm grip on his friend's side with his left hand. His right hand was free to massage and feel Bryce's back, tracing the muscles and spine. Rubbing and carressing his shoulders as his ass was being pounded hard. Jason looked around the stage, the other six 10 year olds were going at it hard. Will and Alex were 69ing, he only had to watch for a second to catch them shudder and collapse. Man those two are hot together, Jason thought, doesn't take them long to spew their cum. He got distracted by their regression to 9 year olds, he noticed that Will's pre-teen pits gained a fair amount of hair, and his long blonde hair shortened to a preppie cut. Bryce noticed Jason's slowly of pace. “Hey Jason, keep up the fucking pace,” He called out in mock annoyance, “And could you give my cock some attention?” Jason managed to lean over to get his hands at Bryce's cock, while still maintaining his pace. His hands slid over his friend's pole as he felt himself drawing close, Bryce's grunt and moan's indicated he was close too. Jason felt his friend's belly, feeling hard muscle, but no 6 pac. He was dissapointed but not surprised. A 10 year old with a 6 pac would be a sight. Bryce stiffened, and suddenly Jason's hands were slick with cum, his orgasm sent his muscle spasming, massaging Jason's cock. The extra stimulation sent Jason over the edge, and he filled Bryce. The last thought that crossed Jason's mind before the regression was about the 6 pac. It took a moment for their regression to 9 year olds to be complete. They got up off the floor, finally feeling content. He took a moment to look around, seeing everyone else was finished up too. Everyone was smiling, happy with the session, they were all 9 years old, still wearing skater shoes, all sporting 10-12” cocks. Jason drank it all in, slowly turning around to look at the boy he'd shared several orgasms with. He was almost knocked over by the image of Bryce, the 9 year old, with a perfect 6 pac. He took another look around, and noticed that one of the boys wasn't 9, he looked more like 6 years old. He looked like he was trying to hide a slight amusement, Jason couldn't remember what his name was. “Enjoy that shit? I know I did.” The six year old called out to everyone, he sat down his feet, with tiny shoes, sticking out. “I'm James, and I did this to you guys.” Everyone said 'thanks', somehow everyone felt like they had to. “As a sorta extra I added in a surprise for you guys.”

“Got anything to do with how I managed to grow pit hair and change my hair cut…?” Will asked. James laughed, he was surprised at how young he sounded. “Yeah, I think some of you have already expierenced it. Basically I given each of you a power, you can use this power over people only when you cum. One of these powers is over body hair, another is over body and muscles…”

“I got that one!” Jason called out, interupting James. James looked at the 6 pac on Bryce, “You sure do, nice work. Now the rest of, let's see if I can get this right.” He pointed at Bryce, “You can change intelligence and personalities,” He pointed at Broady, “You can change age, but I reckon you've seen that already looking at me.” He pointed at Alex, “You have the power over cocks, balls, whatever in that way.” Finally he looked at Nick's partner, Colin, “You have the ability to change clothes and with that people's abilities. There you go, allows you to have fun amongst yourselves, and add new people if you want. You must be in physical contact with the persons you are changing for it to work.” He got up and paused. “Oh, by the way, I didn't add in the power to compell people to have sex with you, so if you are changing new people you'll have to be really smart, or really devious.” James laughed, but quickly stopped when he saw no one was joining in. They were all stunned, including Nick. He walked over and grabbed his Palmtop, hit a few buttons, and was quickly growing back to his old age along with Nick. “So we can change people and ourselves during an orgasm?” Will asked. “Just what I said. You guy's can come live with me, I'll build you a stage.” He licked his lips, “You're be free to do what you want though.”

“Wicked,” Bryce said, “But what about our rents?”

“I'm sure James can take care of them.” Nick said. “Shit talking about parents, my old man was supposed to pick me up to take me a to a party!” Jason said. “Party?”

“Yeah, Jonas Wilton was having a bday party, he invited all his snobby friends…” He smiled, “I was one until a while ago. Hey we need some people to do stage work and extra characters… how bout we change them?”

“Yeah and how do we get them to have sex with us? We got all these powers and shit, but we ain't got the ability to make someone have sex in the first place.” Bryce said. Everyone looked at James expectantly. “I said you guys didn't have that power, didn't say I couldn't… help you out.” James said cooly, “I'll get you in, and let you fuck.”

“Cool, but let's do some more fucking first,” Alex said, “I'm horny and there some shit about us we could change first.” They all looked down at their still hard poles, smiling they quickly got back into it.

James took the time to deal with the boy's parents, then he transported them to the friend's house. Apparently Jonas' parents were away, and in rich boy style he got to throw a paty cos of it. All the new boy's had put on muscle, all sported 6 pacs, and nice pecs for their age. Broady and Jason had decided to grow a little older, Jason getting to 11, Broady to 13, feeling better when he was the eldest. They loved their new clothes, baggy jeans that sagged at about crotch level exposing boxers which were decorated with skate boarders or pokemons, the folds of their jeans almost obscuring their skaties, their dress shirt left unbuttoned exposing their perfect bodies, under their arms the tools of their new obsession, the boards. “So how many guys?” Colin asked. “Jonas was telling me that only six of the guys could make it.” Jason replied. “So seven including Jonas, one for each of us, and one between Nick and James.”

“Nick you can have the extra guy,” Jame said, “What power do you want?”

“Race.” Nick replied. “Okay, that's easy,” James said, “Now what we are going to do is play a little game of spin the bottle to start it off.” He smiled, “Instead of kissing they have to suck you off. When you orgasm you can change them. Once everyone has had a turn it's a free for all.”

“Sounds cool.” Echoed. “I want Jonas though.” Jason said. “Done.” Jame said.

There were seven boys inside, they were just sitting down to pizza when their chest begun to feel itchy. After scratching for a while they all removed their shirts, and soon after that they removed their pants. They sat around the table, just in their boxers and jocks, eating. Jonas was a large boy, very beautiful, his mother's germanic line helped a lot in that. At 12 he stood about 5’6, well developed body, a six pac already forming, brown hair cut short, beautiful face. He looked around the table at his part naked friends and got horny… at eleven he had found out he was gay, and he loved to see his friends' bodies. He was getting really stiff becuase the sight of his six friends. Slowly they all begun to get horny, just enough to get them squirming, but not enough to get them to overcome their inhibitions… yet… Jason walked in, he wore only his skate shoes and his boxers, they wear a dark black and had pictures of a little devils all over them, over his bulging crotch the words horny little demon were printed. Jonas' eye's widened, he almost choked on his bite. “Who's up for a game of spin the bottle?” He called out. Everyone looked at him, their jaws dropped, they instantly went hard. “There ain't no girls.” Tiago said, he was a short twelve year old, his parents weren't so rich. “If you boys are horny enough it shouldn't matter.” Jason said. He walked into the living room. “I'm in.” Jonas cried, jumped up, the boy was so horny now he didn't care. They all followed Jonas, who followed Jason.

They walked in on a scene of seven boys sitting in a semi circle, a bottle in the middle. They were all undressed similar to Jason, boxers filled with large young cock and skate shoes. Jonas somehow knew Jason, the rest he didn't know. The boys stood momentarily in awe of the perfection the boys represented. Maker glossed over their presence though, they took it for granted, they had always been there. They all sat down, completing the circle. Broady went first, he reached forward and span the coke bottle. Round and round it span, where it stopped, well James knew where. It ended up pointed toward Nelson. He had short blonde hair, freckles sprinkled over his nose, smooth young body that was a bit weedy, his green eyes stared intensely at the bottle. Even though no one had mentioned the rules they all somehow knew them. Broady got up, and Nelson followed, they went into the hall way. There was a little silence, and then a gagging noise, accompanied by a slow moan. The gagging stopped, but the moaning continued. There was a harsh intake of breath, followed by a slow release. A couple of seconds later Broady walked back in, his boxers still bulging obscenely, following behind him was an eight year old version of Nelson, he wore a smaller pair of his superman jockies. He smiled innocently, licking his lips. Colin went next, the bottle span again. It lazily spun, reflecting light, Jonas's friends looked at it intently, not wishing them to be next, but being unable to do anything. It spun to a stop again, it's victim was Tiago, the smalles. His ears went red with embarassment, his brown eyes looked at Colin, he ran a small hand through his short brown hair, figeting with the elastic of his jocks. He followed Colin into the hall. Again the gagging sound came from the hall, Colin was a silent guy when having sex so after that finished they didn't hear anything for five minutes. Colin just walked out with a big grin on his face, Tiago followed him. His change wasn't so apparent as Nelson, not until he put all his clothes on and went for a skate for the first time, but his jocks had turned into boxers and a pair of old osiris' were on his feet. He sat down. The bottle spun again, this time for Will. It's pointer this time chose Hugh, the youngest of the group. He was eleven, but could pass for twelve, his brown hair was close cropped, his green eyes bored into Will. He felt resigned to his fate and stood up and walked into the hall not even waiting for Will. Will raised an eye brow and followed, the nine year old dropped his boxers the moment he got out of sight, letting his enormous pole loose. Hugh was awed by it, dropping to his knees. Slowly Will approached him, savouring the boy's submissiveness, lining his head with Hugh's mouth he begun to push his cock in. He gripped onto Hugh's head, feeding him inch after inch, a bit more then an average eleven year old could take, Hugh didn't gag though. William begun to pull out, and then push in, soon getting up a rythym, his balls slapping against Hugh's chin. He begun to think of Hugh with long blonde hair, that reached down to his shoulders, and large amounts of arm pit hair. The image of the eleven year old with a pleasure trail pushed him over the edge. With a final thrust and deep moan he sprayed a large load down Hugh's throat. With his orgasm the transformations took place, he went hard again from the pleasre of watching the cropped hair change colour and lengthen, his pits gain mounds of hair and a trail of blonde hair form between his navel and his new patch of pubic hair. The walked back in, and sat back in their places. Alex lent forward to spin again, the now familiar action. The remaining boys were tense, the boys who'd been changed gently groped themselves in anticpation of the next transformation. The bottle spun to a stop pointing at Prescott, he had blue eyes, his auburn hair in a preppie hair cut, a smooth, toned white body, he wore only a pair of white hanes. The other boys breathed a sigh of relief. Alex got up, motioned him to follow. Prescott was frozen, Alex was forced to bodily move him into the hallway. Once there Alex reached into his boxers and pulled out his monster cock. He placed it on Prescott's lips, and told him to open up. Prescott did that with great reluctance, and soon had inches of hard pre-teen cock passing his lips. He panic and gagged for a long time, but Alex continued. He looked at Prescott's pants, he was hard and was packing about 4 and a half inches, common. He begun to think of Prescott with balls the size of oranges, and a thick cock that reached from his crotch to his chest. He had an image of Prescott sucking himself off, that sent him over the edge. He unloaded into the 12 year old, and Prescott transformed. There was the sound of a rip as his small jocks succumbed to his growing cock. He hairless balls were huge, and the long ivory pole reached to his chest. Prescott stroked it, and smiled. They walked back in and sat down, Prescott totally naked. The bottle spun for a fifth time, they all watched it go. Bryce was getting very horny waiting for his turn, and he was pleased when it finished pointing at Paul. They got up together and walked quietly to the hallway. The sound of gagging was followed by silence. A grunt indicated Bryce had unloaded, he walked back into the room, his cock hanging out of his boxers. Paul swaggered in after him, an obvious change in attitudes had occured in him. Jason sat next in line, but he passed on his turn, he wanted last go. It passed onto Nick, who calmly lent forward to spin the bottle. It was a fifty-fifty toss between getting Jonas and Greg, a slim fair haired boy with hazel eyes. Jason was wishing at it, wanting Nick to end up with Greg… and the bottle seemed to respond, slowing to point at Greg. He got up and went into the hallway without prompting. Nick smiled all the way, he liked new meat, and he was going to enjoy transforming him. Greg gagged as expected, and soon they had a good rythym going once he got used to it. Nick went through some possibilities before choosing to make Greg Japanese. He came with force, and watched the transformation. His fair hair changed to a shiny jet black, his eyes slanted, and his body changed shape slightly. He grinned at Nick and walked back in. Jason lent forward to spin the bottle once more, Jonas lent forward and stopped him. He grabbed Jason's hand and pulled him into the hallway. They begun kissing and fondling the moment they were out of sight, Jason gradually pushing Jonas lower and lower, til he was in line with Jason's hard cock. Jonas devoured it like a hungry man, sucking hard, vacuuming the pole clean. Jason reacted with deep moans, it didn't take him long to feel close, he was espeacially horny being last, and he so wanted to finsh Jonas. He pushed Jonas' face deep into his crotch and let his cum spew forth, hot globs of young boy cream, flooding his belly. Jonas transformed as Jason continued to unload, he begun to bulk up, his wasit reduced to a ridicously small measure, his chest expanded pecs becoming slabs of meat, his nipple coin sized and pointing down ward, his widening lats pushing his bulging biceps out, his neck thickened, his thighs and calves snaked with veins then expanded and harden, the veins popped up everywhere else. Jonas now stood there, over muscled, he was the cariciture of a preteen bodybuilder, and Jason came again at the sight of his creation, the spectacle of the boy enough for him… maybe later he would make him more human… They walked back into the room and everyone smiled, both amused by Jonas, and ready for more action now…

The boys sat in the small theatre, looking at the stage, various props were being moved around by the stage crew. The stage crew was made up of the boys from the party, each now perfectly formed. That is except for the still comical proprotions of Jonas, but he didn't mind, the strength his mucles gave him were useful for his new life. “Dudes, the ramp goes on the other side of the stage,” Alex called out at the crew, “No, facing… no not that way… man you don't want me to come up there and fuck the living daylights out of you guys….” The two boys 'accidentally' dropped the ramp. “You do? I'm gonna teach you guys a lesson, 2 foot long dicks should do” He jumped out of his seat and scrambled to the front. James laughed. “So how's rehersal going?”

“Oh alright, when we aren't fucking or out skating 'n perving we're pretty damn good. Just gotta get the stage layout ready so we can begin dress rehersals.” Broady replied. “Cool, well if you guys want me, I'll be next door. Good luck, oh and by the way, when are you starting auditions for your leading boy?”

“Soon enough, he don't need too much practice” Jason said, smiling. James nodded, and walked out of the mini theatre he'd made out of his nextdoor neighbours house. He shook his head, realising that so far he'd done up about four houses for his harem, and this was just the beginning…

Lukas walked up to the urinal, it was a quiet tuesday morning in town, nice day for skipping school. But then it was always a good day for skipping school. He reached down and unzipped his long shorts, and fumbled inside the baggy clothes into his boxers. Eventually pulled out his 13 year old cock, pulling up his two teeshirts a little so he didn't piss on them. He shivered at the touch of his cold young hands on his smooth hairless cock.

The door to the public toilets crashed open and startled him, swinging a little he manages to piss a little on his skate stars. As Lukas cursed at this disgusting event hed turned to have a look at the guy coming in. He's about 20 years old, 6’2, well built, and punk. Rings, and tattoos, his clothing tight, and ripped in places. The sight of the punk didn't please Lukas, he had a strong dislike for people who looked so strange.

George looked at the short teenie bopper at the urinal, his expression darkened. He unzipped his tight leathers, pulling out his 9 inch cock he griped it with both hands to make a point.

The door was pushed open again, this time James walked in. His self-confidence pervading the atmosphere. The two guys at the urinals turned to look at the new comer. James smiled at them, an idea forming in his head. He whipped out maker and wrote in some commands. He hit enter, and then continued.

Lukas peeked at the punk's huge shlong, the 9 incher made him feel VERY inadequate. Lukas' gaze traveled up, looking at the tight clothing, noticing the good state of his companions body. He saw the impression the nipple rings left in the man's shirt. Inspected the punk's face, seeing all of the rings and bars, the hair do, the boy's interest became whetted. Suddenly the punk's eyes turned down to him, Lukas looked away shamefully…

George caught the little brat looking at him. He glared and noticed the boys piss was finally letting up.

Lukas was relieved as his flow began to slow. An embarrased expression crossed his face when he looked down and realised it because he was getting a hard on. He frantically tried to think of ways to make it go down, but his mind came back to the punk, and he replayed his earlier vision, and as he again caught the 20 yo's eyes his cock hit full hardness. So hard it hurt. When he touched the shaft he could feel a deep heat rising out of it.

The punk sees the little kid's eyes are closed, his hand touching his little boy cock. George leant forward to see the smooth white shaft hard and erect, nestled in the boy's baggy clothes. He licked his lips, he paused but continued to look. He stared hard at the boy's face, smooth, fragile, the punk's cock began to harden at the angelic quality. A curiousity burned within him about the body underneath the baggies…

Reaching over George pusheed the little boy over, “Oi Fag, you gonna jack off here in front of me are ya?”

The boy stammered, afraid of the sudden turn of events. His cock hardened painfully and he felt it stretch a little. George looked at Lukas' cock, quickly stuffing away his. He saw the little penis grow redder, and extend an inch.

“Oh you like being yelled at boy? Mate I can do more if you think it'll help”

The skater looked at the hard faced punk and then down at the ground feeling submissive. George took this as encouragment and told Lukas he was going to get a lesson.

“Take your shirt off!”, George told him, the punk stood there looking at the very slim, young, pale body. “Mate you are so scrawny, you should build yourself up. I know what I could do for your lesson, you can wack a real man's cock, since you seemed so eager before to make do with your excuse for one.” His punk cock reached its full 12” in his leather pants, the tightness increasing his libido. The bulge was so obvious now, and since George had no reason to hide it anymore he reach down and released it.

The 12 incher sprang out quickly. Lukas staggered forward, feeling as if some force was pushing him toward this bad act. His own cock needed to be pulled off, so much it hurt, but he obeyed the man. Reaching forward he closed his hands around the pole and begun to jerk him off. The purple head throb as he does it with greater vigour, bopping up and down to some funking beat. Soon George groaned and told Lukas to aim the head at his own chest. Hot globs of cum erupted from his cock and splattered all over the boy's chest. Lukas felt the warmth and reached down to feel the consistency of the cream.

“Oi, now you got my cum all over you mate. Rub it in.” Lukas obeyed and massaged in the cum. “Maybe some punk cum will help you build yourself up.”

Lukas felt his skin warm as the cum got absorbed in. Suddenly he felt himself grow a little, moaning deeply as he aged to 14, gaining an inch in height and a shallow six pack. A navel ring appeared along with an eyebrow bar. He smiled at his dominator, still fundamentally sk8r, but he harder and a little brawnier.

The punk was impressed, he accepted the transformation without question. He kissed a finger and then pressed it into his cock. “Oh yeah, my cock served my orright today… no longer a teenie bopper are ya?”

Lukas was starting to feel a bit less afraid, and a little more like the punk boy who stood over him. He grinned wickedly and was gratified to see the punk look bemused—the piercings and new physique make it look credible. He grabbed the punk's ass and pulled George roughly toward him, pluging the still-erect cock deep into his throat.

The older man enjoyed the boy's turn, and let him suck. He looked down at the way the boy's clothes fit him, and for the first time the bagginess didn't really irritate him any more. The way it hid the picture, he though, was actually kinda sexy. He'd never felt anything like that before, he started to order him to stop, but when the sensations hit him again he forgot his plan to dominate this little boy.

The boys felt the leather writhe under his grasp, becoming rougher and more like linen, he continued to suck though ignoring the change from pant to a pair of baggy jncos. The punk's wife beater stayed tight showing off his upper assets nicely. Lukas reached down and undid his belt, his baggies fell to the ground in a heap. He pulled his head off George's cock, and teased him a little. When he got up he was naked save for his vans.

George decided to join him, off went his shirt and shorts, until he stood only his boots. Seeing the nicely built punk made Lukas get even hotter, he felt the pressure in his cock increase. He looked down and watched his cock gain another inch, the foreskin was pulled so tight it looked translucent, the flesh underneath looked irritated and red.

George's cock was bursting to be let off. With his lust controlling him he tells Lukas to let him have his ass. The alternative looking skater winked and turned presenting his bubble butt.

Lukas felt George line up and push himself in, the punk's huge cock stretching and molding him. He felt his innards pushed and shifted, his cock expanded another inch, the skin had hit its limit and his head poked out uncovered by the fore skin. George fucked away like a madman, trying to relieve himself. He felt himself get close, and then explode in the boy's ass. He moaned long and ended with a sigh.

He saw Lukas grow again, aging to 15. He felt a strange tingling sensation, one he had dismissed last time. He reached up to feel his face, and realised that most of his rings had gone. He pulled out of Lukas and went over to a mirror over one of the basins. He hadn't lost any size, but the number of rings and tattos he had had diminished.

The 15 year old Lukas turned and smiled at the diminished punk. He had gained all that George had lost. The boy's eyes glided down George looking at his cock. The man looked down to that his skin had stretched and grown to cover the base of his head. Confused, but horny as hell, he asked to be jacked off again. Begging the alternative boy to make him cum again.

The boi glared mockingly, but obliged, giving George a half blow-half hand job. The boi got himself worked up, and having still not cum yet he felt that pressure again. His cock expanded once more. It reached 10”, his fore skin had gone completely now. Lukas was fascinated by his angry red head, but continued the job.

When he head George groan and prepare to shoot, he whipped his mouth over the punk's head and swallowed the sudden torrent of cum. George looked down at the boy as he begun to change again. The 16 year old gained a deep 8 pac, hard pecs and beefy biceps. His body rivaled his ex-dominator. George felt a stronger tingling as what was left of his tattoos and rings were lost to the boy. He didn't care though, his attachment had been severed both bodily and spiritually.

The boy backed off the punk's cock, his rings clinking slightly. His rubbed his new 11” boner and stared at George. The ex-punk's cock, with it's new foreskin, waw now 13” and was slowly descending in reponse to his loss of libido. They stood there both naked, still in their respective boots and skater shoes.

“Dude you ain't gonna leave me all hard and nothing to do… Gimme yo ass now punk.” Lukas blurted out with an edge.

George nodded and turned and willing gave his ass to the semi-punk boi. His ass stretched around the boy's young cock, and he was soon being pounded with greater and greater ferocity. His calves felt light and airy. He looked down to see his docs lose holes, inching down his calves. He is fascinated as the leather becames suede and a pair of globes eventuated on his feet. At the same time his head itched as his close shaven hair grew out… longer and longer, til it covered his ears. Clean, healthy brown hair

He heard Lukas grunt behind him, and suddenly his ass was full of cum. So full it begun leaking out. The shlong was withdrawn and George turned to look at the 16 year old. He screamed punk now, from head to new boots. His once beautiful hair had been blonde and preppy like, but now it stood in huge spikes, coloured black and yellow and read. His Vans had become 19 hole docs. They store each other off, until George thanked the youth for the fuck session. Lukas shrugged and acted uninterested.

They got dressed. George put on his baggy Jnco shorts and a baggy independent shirt. He heard his wallet chain jingle. He turned to watch the 16 year old put on a tight pair of ripped stone washed jeans and a ripped white singlet. George turned his back and grabbed Lukas' old board on the way out, but just before he leaft Lukas called after him.

“Oi! Yeah mate, thanx, maybe we can do it agun sum time, ya know?”

James smiled with the way it had turned out. He had missed pieces of the scene inbetween his… manipulations, but the result was the most important part. He pushed past the new 16 year old punk on the way out. Loving the feeling of the boi scowling at his back.

Standing out of the sun, James leaned against a wall. People crowded the pavement, a blur of persons hurrying somewhere else, he griped onto his board to make sure it didn't catch someone in the crowd. He rubbed his bare chest, a slight sheen of sweat developing in the heat of the day, the day had warmed considerably. He smiled as he remembered his morning encounter with the skater and punk.

Across the street he saw the Library, a squat building, brown brick with a gardens all round it. He stared at it, and deciding to take a look inside. Dodging cross grain through the movment of people he reached the road. He slamed down the board onto the macadam surface and took off across through the traffic. A few cars honk in response to his movement, but he managed to the other side.

He ollied onto the sidewalk, and flicked the board up and caught it. He stood warming himself in the sun, before moving onto the verandah and into the library. James walked through the doors into the cool, dark, and musty interior. He frowned to himself, understanding now why he hadn't been back there since he changed.

“Can I help you?” A cheerful voice interrupted his thoughts, a 20ish lady stood in front of him. Her face betrayed a little embarrassment over James' lack of a shirt.

“Not sure.” James smiled at her, the people here had always been friendly.

“Ok, well give me a yell if you need anything.” She turned, before turning back, “By the way, if you could leave your skate board on the rack just there it would be appreciated,” She shruged, “House rules.”

“Ok,” he lets a little of his distaste feed through. “But I don't see the point.”

James wandered around the library after putting his board away. The place had a deep quiet, and filled with mostly older people. A couple of students sat and studied. Not many people all said. James looked around for some skating books to read, but there wasn't much in that way. A couple of surfing books, but they are old and tattered. The skate books were mostly old school, and one that looked like it was out of the fifties. He picked it up and looked through it. It turned out to be figure skating, wrong section.

He decided to try find a novel to dig into, but nothing on the shelves interested him. He sook his head, he look around at the mostly non-fiction and reference books. All fine for they people studying, but not much good for bringing people in just to enjoy reading. As much as he enjoyed skating, and fucking, and changing people, James thought to himself, a bit of stimulation was good. He wouldn't mind encouraging some of his boys here every now and again. No chance while it looked like an institution though.

James wandered through the rest of the library, taking only five mintues for the entire one level building. Such a small library for a city. He sat himself down, bored with the whole place.

“Dude!” James looked up at a guy standing next to his table, “What are you doing in a library, I didn't know skaters could read.” James stared at the prep who was taking the piss. The guy sat down. “I mean like, dude, like wouldn't you rather be like skating with all your vegan buds.” He smiled nastily at James, his speech a little halting from his forced words. He was 6 inches shorter, and not well muscled.

James raised an eyebrow. “I reckon you should say sorry.”

“Oh I'm sooo sorry. Man you skaters ain't got any come backs, you are sad. Shouldn't be vegatarians, makes you weak, can't stand up for yourselves.”

James took out his Palmtop and began typing.

“Ignoring me now? That is so lame. I bet you stole that too.”

“Do I look like a vegatarian to you? You really don't know what to shut up do you? I've gotta outweigh your puny ass by 100 pounds, and that's all muscle.”

“Oooooooooh I'm so scared. What're you gonna do?”

“Vegan skater it is.”

The prep gave James a puzzled look, “Wha….?”

Then he shuddered as he felt the power, a slight look of fear in his eyes. James watched as the prep got thin, fat drained away, and then a layer of his muscle followed. The prep had looked eighteen, but his thinness gave him a gaunt, older appearance. His neat brown hair grew out, his fringe reaching his jaw. It tangled slightly, as if not looked after. His pants became baggier and baggier slipping down his non-exsitent ass, exposing his jocks. His leather belt was pulled to the last notch, very small. The preps shirt became baggier and tucked into his jocks, SMP emblazed itself on the front. James turned to look at the boys feet, his nice new sneakers aged, and changed into a phat pair of globes. A wallet chain whipped around, making a clanking noise in the quiet room. The ex-prep, free again, ran his hands through his hair.

He pulled down his hands and looked at his long slender fingers. “Wow man, what'd you do to me?” He asked.

“You had a fixation on vegatarian skaters,” James said quietly, “I took that as a fetish for them. SO I made you one.” He ripped a piece of paper from a notebook, and wrote something quickly, “Now get your bony ass outta here.” Giving him the piece of paper.

“Wha? Why should I?” The slender skate boy asked.

“Well I want some quiet at the moment, go to my place and wait for me, I'll have some of you when I get home.” James gripped the other skaters crotch firmly.

The ex-prep jumped up and his face held a mixture of confusion and obedience, and walked out of the library, remembering to pick up his new board on the way out.

James walked up to the librarian from earlier, “Can you show me books on extreme sports?”

“Extreme sports? Well you'd have to be more specific,” She paused, “I know what you are talking about, but we don't have a section dedicated to it.”

“Well lets see what we can do, follow me.” James said as he walked off. The woman looked after him then followed.

James entered some information into maker and hit enter. A door appeared in a blank wall, he opened it to reveal a decent sized room, long with tables in the middle, shelves and tables along the wall. There were several sections, each with a large title above it, like skateboarding, blading, snow boarding, surfing. The place was full of books and magazines, and had large windows which made the room was airy and light.

The young libriarian shook her head, “What happened here?”

“Well you were lacking a section for extreme sports. So I made one,” James licked his lips, “I reckon you'd be just the person to look after any of my boys who come in.” She stepped into the new room, and felt a bolt of power.

Her hair shortened, racing up her back, like it was being sucked into her head, it stopped and seem to thin out, it cover her ears. James watched her face harden, and gain male features. Even though she was frozen her eyes showed deep shock, and he enjoyed watching the shocked grey eyes turn into the cutest big brown eyes, still with a hint of her shock was present. He watched her breasts deflate, and then watched her shirt stretch as her shoulders, then her chest, widened. He skirt showed a new package form, and he watched her legs define, where they were exposed. She begun to get taller, her shirt untucking to show her new 6 pac. Then her… no his shirt changed from a button up to a ripcurl tee, getting baggy covering up his 6 pac again. His skirt fused into a pair of shorts, James watched the material coarsen into denim. The heeled shoes morphed into an old pair of enties. James' new libriain was complete… almost.

“Cute, but maybe some adjustments to make you look more the part…” He entered a couple of more commands.

His face became more round as he put on an extra 15-20 lbs of fat, his chest softened, and a belly formed and made an impression in his tee, which became more obvious as his shirt was tucked in. His shorts got phatter, as his ass expanded and his thighs got wider. He lost a bit of definition in his calves.

“Yeah that's better.” He smiled at his latest creation.

The skater cum librarian smiled, and felt his new soft body. “Wow am I chubby…” He looked at his small belly, then smiled again. “I like it, you know I love my food, and work keeps me back. Being chubby is pretty comfortable… want to try it?”

“No thanx.. um?”


“No thanx Philip, I'm fine with who I am, but I'd love to try some of you.” James smiled wickedly.

Philip moved close to James, pushing his soft belly into his creator's hard body. James realised that he really hadn't had sex with anyone overweight, not that he could remember. It would nice to have something soft for a change. He pulled off the shorter guy's shirt and then his pants, and let him stand for a while in his boxers. Then he ripped those off too and turned him around round. Philip heard a heavy clunk as James' pants hit the ground, and then he felt strong hands gripe his chubby ass. He stiflied a yell as James slowly entered him. James pounded him harder and harder, Philip began to enjoy it, he watched the motion cause ripples in his soft flesh. James reached around while continuing to fuck hard, he started to massage the older man's belly, while with his other hand he begun to jack him off. Philip groaned and squirmed with pleasure as he felt himself getting closer and closer. Suddenly he grunted and let loose a load, but still James pounded him hard, …

Finally after awhile more James followed suit in blowing his load deep inside Philip. He pulled out of him and cleaned up. “Kewl, but you'd better get back to your job, don't want you getting fired do we?” James said.

“No, I love my job. Remember to come back any time though.” Philip said as he got dressed, he smiled at James and then left the xtreme sports room.

James sat in a chair and pulled out maker. He begun to write a series of commands, he got up and left the new room, looking about the library. He entered a few more before hitting enter.

The building warped and twisted as it changed. The roof got higher, as a new partial 2nd and 3 rd level were added. The new tall plain wall gained a massive graffitti murial, broken by huge thin windows that stretched from floor the ceiling. The place was filled with bright light, which dimmed slightly as the windows tinted slightly. He watched as new shelves, books, and sections occupied the two new half floors. Craning his head to look at the young adult and childresn section form, with the walls filled with posters of skaters, surfers, homies, and such. He had indicated to maker for a wider selection of books for the entire library.

What interested him more though was in the study section. The area was larger, with a new internet and computer section included. However he looked at the people who occupied the area, who had up until a minute ago had been peacefully reading or studying.

James watched as they changed enmass. A couple of boys who were studying together changed into a pair of alternative skaters, with baggy shorts, chains, and piercings. Obviously now a 'couple' by the fact they held hands as they continued to study… study new techniques that is. The other people in the room, and the rest of the library expierenced similar changes. All but the librarians becoming under 25 males, of different races. The skaters were the largest group in here, but were not all. The remaining people became homies, or punks, or such. James always enjoyed variety.

James looked at his watch, and realised he'd promised Nick he'd be home by now. They were going out night skating with Tim, Micheal and Scott. He wanted to have a fuck session, and since it was early afternoon now he'd be pushing it if he wanted a decent one before tonight.

The building had a more post-modern look, with interesting shapes, it looked cool now James thought. The most important thing he'd done though, was to turn the gardens into a small concrete jungle of sculpture and shapes… the perfect place for skating. He looked up at a sign as he passed it:

-Skating And Blading Encouraged Here-…

Aaron skated across the street… peacfully oblivious and unconcerned about anyone else. It didn't occur to him that others would also act like that. That is until a go-kart came out of nowhere, his eyes opened wide as the scrap yard on wheels hurtled toward him. He jump to avoid it, but slipped on his own skateboard. The front wheel ran over his ankle, and pain shot through his leg, he swore. The kart swerved as the driver attempted and managed to control it. He heard the pounding of feet behind him, and looked around to see a boy in a green uniform and black hair rushing to him.

“I'm so sorry,” He blubbered, his brown eyes hazing with tears, “I'm so sorry. Can I help? It was an accident”

Aaron looked at him dispassionately. “It's ok dude, I'll live” He got up and winced.


“Look stop being such a dick head. Just be more fucking careful next time.” Aaron kept his anger down, choosing not to go off at this… scout. He recognised the uniform.

“…Ok…” The cub scout just looked at him with a concerned expression.

“Isn't there some scout shit you should be doing now…?” Aaron asked, hoping the boy would go so he could hobble off with some amount of dignity.

“Um, well Derrick did run you over…” He said, “So I think he can drag the kart back up here… as part punishment. I'm so sorry um mister, can I do anything for you.”

“Look it's just fine. Go help Derrick or whoever.”

The boy nodded looking nervous and very guilty. He looked into Aaron's eyes, and then turned and ran down the hill.

Aaron let a slight contempt show on his features. He would normally have taken the time to abuse the shit out of some one, but it would've been no fun with that kid. He'd have just cried. He picked up his skate board and limped home, thinking that was the end of the matter.

“What the hell happened to you dude?” James asked as he opened his door.

“Oh some turd ran over my ankle.”

James looked credously at Aaron, then shrugged and turned.

“A couple of scouts, dunno what they were doing. Don't fucking care either.” Aaron said to James' retreating back.

“You want me to fix that mate? Or you just gonna let her heal?”

“Dude, it'd be great if you could do that for me.” Aaron smiled.

James took out maker, entered in a few commands, then hit enter.

Aaron felt relief instantly. He rotated his ankle, and turned to leave.

“Oi yo lil' shit, I'm gonna get somethin' out o' this here deal. Come an' fucking suck ma cock bitch.”

“I'm only teasing J…” Aaron smiled, “I wuz on muh fuckin way here anyway, had a wicked hunger fo' yo' cum.” He licked his lips and fell to his knees.

James whipped out his skater cock… it seemed to be 12” hard today… not too bad… he wacked Aaron in the face a couple of time. The smaller skater just grinned and growled… before trying to catch James' head in his mouth. James teased Aaron for a while, before allowing him to swallow his cock. A leisurely blow begun and lasted for several minutes, while James groaned and rubbed his hand through Aaron's short blonde hair, tugging and pulling at it. As James became excited he gripped onto his friend's head and begun to face fuck him. Pounding hard and fast until finally he exploded.

Aaron savoured James' strong flavoured jism, before swallowing every drop he could. Aaron stood up and hugged a big bare chest. He loved feeling the muscles, a bit big for a skater, but it was what made J… James… he was who he was and was when he wasn't. Aaron frowned, then shrugged.


“You know I never be Aaron.”

“So I'm not good enough fo' yo G?” Aaron mocked him.

“Fuck off yo bastard. Get yo lilly ass outta ma place.” James just smiled.

“Well I spose I'd bettah bugger off. Got peeps ta skate an' places ta fuck.”

James just rolled his eyes, “Yeah right dude. Tell tha boys at your place I said yo, and that I'll visit soon. Might decide ta make uh few changes.” James told him.

“Well yo the boss.” Aaron jumped back onto his board and headed off.

Busting moves along the way, Aaron gradually made his way back to his house. He'd have some boys to take care of when he got back. Tye was staying over with James tonight, so he'd be without his better half. But it wouldn't stop him from having fun with the group James had given him to look after.

“Hey mister!” A voice called out, Aaron's concentration broke and he fell over.

He heard running feet, and picked himself up. He turned to see it was the cub scout from before. With him was another boy in a cub scout uniform with wire rim glasses on. They both looked at him with guilty, concerned expressions. “Yeah what is it?”

“Um look I'm so sorry about before… this is Derrick.”

“Uh right yeah whateva.”

“We were wondering if you could help us…”

Aaron just gave them both a long look.

“With our go-kart…”

“No! Just FUCK OFF, ya fools have caused me enough pain fo' tha day!.” Aaron stormed off, grabbing his skateboard. They started to sob behind him. He continued on trying not to heed them.

“Now dat shit ain't cool boy.” James grabbed him and pulled him behind a bush.

“FUCK James man, wat yo doing here?” Aaron looked at him with wide eyes.

“I waz watching you bustin' moves. But that ain' important.” He glowered at Aaron, “Yo made the little geeks cry. Now you're gonna make it up to them.”

“Awwww shit. How am I gonna do dat man?” Aaron looked slightly irritated.

“Yo gonna suck their cocks, dude.” James said flatly.

“Ain't gonna be happening, nigga!” Aaron gave him a horrified look, “Those are boys! You ain't changed them or nutin. Fuck, suckin off corrupted transformed kids is one thang man, but innocents be another.”

“Man I'm gonna give 'em some recompense on yo behalf first. I'm totally responsible for yo' ass in tha end. Yo' can suck their dicks AFTER I'm done.” James shoke his head. He took out his palmtop and began to type, ignoring Aaron's further questions.

The boys had begun to stop sniffling, when they froze suddenly. Derrick was smallish, his skin was pale, and his features soft. His blue eyes stared from behind his glasses, which were partly hidden by his blond fringe. He begun to get taller, his features thinning out. He aged quickly to 17, his eyes narrowing, slanting as his skin took on a yellowish tinge. His hair become black and retracted under his hat. Derrick look liked an over sized mean scout boy, that was when his clothes changed, his scout cap becoming a baseball style cap, turning green with a nike swish. It was pulled low over his eyes. The uniform rippled, his shirt turning into an umbro mesh tee, showing a super thin asian body through the holes, his pants turning into a pair of blue jeans, loose fitting. His leather shoes changed into a pair of adidas sneakers. His friend under went something similar, his features taking on an oriental appeal as he aged to 16. His black hair growing out and becoming more blue. His green hat turned into a red ecko baseball cap. His features turning more nasty as his shirt turned into a red addidas singlet, green shorts turning into a pair of black snap pants. White strips running down the sides. Nike sneakers replacing his leather shoes.

They unfroze, and got up. They begun chatting in an asian language. James had turned the two boyscouts into bad ass ethnic vietnamese red hat boys. The 16 year old boy said something in a demanding tone, and Derick pulled out a cigarette packet and gave one to the younger thug. They begun to walk over to where the go-cart had been. Aaron turned his head to see the offending object, but instead saw an old holden sedan. The cream sides dented, the windows covered with tinting and labels. He could see a red on white P plate on the window. Derrick pulled out his keys.

“Get the fuck out there Aaron.” James said without looking at his companion. “You have some boys to apologise to.”

Aaron raced out, jumped on his board, and sped along fast enough to close to slam the driver door shut before Derrick could get in. The new asian boy let out a stream of obscenities in unaccented english. Aaron smiled and said something. There was a pause, Derrick looked at his now younger friend, they exchanged a couple of words. There was another pause and then Derrick replied to Aaron. They all smiled.

Getting into the car, the two asian thugs in the front, they drove off with the skater boy in the back seat. James smiled, considering his next options for fun.

It begun to piss down with rain suddenly, the ramps and rails shining slick with moisture. James growled and stood there looking at the now wet skate park. He had only just arrived, and god knows he didn't feel like getting soaked today. He felt like taking out maker… but fucking around with the weather was not advisable. He shrugged; he could stay dry and skate inside back at his house. The rain increased intensity and James walked over to a bus shelter.

“Well this will learn me for going to the furthest skate park… shit!” cursing as he sat down hard.

Off in the distance James heard the rumbling of the bus, he got up, putting his board under his arm and fished around for some change. He stood patiently while the bus pulled, waiting for the door to open, the driver looked at him from his seat, obvious contempt evident. James just gave him an arrogant cool look in return, and dumped the correct fare into his hands.

James walked down the bus and parked his arse in a seat behind a couple of boys. Sitting back, James relaxed into the bus seat, and appearing to drift off, started to listen into the conversation of the boys in front of him out of boredom.

“Can't believe how bloody quick that came on.” One said, as he ran his fingers through his short brown hair. At 14 he was pretty average, average height, average build. His brown eyes stared out from his pale face. Shifting slightly at the cool air that blew over his naked calves, he begun to think shorts were a stupid idea. He crossed his arms closer to himself, white polo shirt creasing.

The other boy shrugged his shoulders. He was a bit smaller then his friend and a bit chubbier, but that didn't stop him being the more nasty of the two. His tee rose a little on his small potbelly as he turned to look at his friend. “Yeah, whatever. Bet yer pretty fucking sorry for wearing shorts now aren't you, Paul?” Thankful he had chosen jeans, a smile of amusement amusement crossing his features. His black hair loosely flipped in the slight breeze, which came from James' open window. “Oi wanker, close the window.”

James started, shifted up, gave the boy a cold look, and then closed the window. He let that insult slip away, and then went back to his half sleep.

“Stupid fucking skaters. Bet he's just pissed cos his precious park is all rained out.” The smaller boy said to his friend, Paul.

Paul laughed, “Well skaters are pretty piss weak at the best of times, Vince. Still gotta be better then surfers, though.” He looked out on the passing skate park as they took off again. “What a huge fucking waste of space, all so some wankers can ride up and down. A Time Zone would be a helluva a better use of the area.”

“Yeah? Know what I heard?” Vince said, “I heard that there was going to be here, but the council wouldn't sell the land. Something about 'Healthy Recreation' space requirements or some shit.” Vince had an obvious look of disgust, probably a slight disturbance at the idea of 'Healthy Recreation'.

James shifted to bring out his palm top, he'd heard more then enough of these little bastards. His fingers rapidly typed out some instructions, only settling back when he had finished.

Paul ran his hands through his lengthening hair, still looking out the window. Shifting uncomfortably, he felt like there was less room in the paired seating. Turning he looked at Vince, who had grown. However the changes didn't register, not even a flicker. They both begun to age, going through a mini-spurt of growth, right before each other. Neither noticing, progressing from 14 to 17. Paul's brown hair had grown to his shoulders by now, and began to take on a matted look. Dreadlocks twisted themselves into being, his hair clumping in long strands.

“Fuck man…” Vince said in exclamation, “Why'd you go and do that to your hair for?”

“Um… dunno it seemed like a good idea at the time.” Paul said with a distant look.

Whilst Paul tried to think of the reasoning behind his new hairstyle, Vince began to change. Pounds begun to shed from his frame, his face losing its roundness. Fingers became thinner as he continued, thighs now pencil thin. He sat next to his friend now as a scrawny runt, his clothes hanging off him in a baggy way. His belt tightened around his now waspish waist.

Paul looked at his friend appraisingly. “Don't worry about my hair Vince, what's with the loose clothing? Going 'baggy' are you?” He grinned evilly as Vince's sharper features went red from a blush. He laughed again, and kept on the attack hoping to keep attention away from his new hairstyle. “Baggy clothes like a skater wears, that's right isn't it Vince?”

Vince's face remained flushed as his clothes changed again, the waist shrinking to fit. However the legs lost nothing of their looseness. Side pockets appearing in the denim, the back pockets enlarging, a hammer strap forming. His shirt arms lengthened down his arms, the material got thicker. The whole thing became a bright yellow, with a rhino blazoned on the front, as a hood appeared out the back. His sneakers expanding under the loose folds of his jeans, becoming dark grey, with the lace holes expanding and becoming ringed with blue piping. A few other blue highlights appearing on his new osiris D3's. So what if he dressed a bit… skaterish… nothing wrong with it. “Well… at least I don't look like some dumbass surfer.” He shot back with an attempt of venom.

Eye glazed over, Paul also begun to blush, his IQ dropping a fair block of points. He wished Vince wouldn't bring up how stupid he was. Paul's blush wasn't nearly as deep as Vince's, since his rising tan masked it. His arms pushed out slightly as his chest expanded slightly, his body changing to a swimmer's build. “Fuck you, I only swim at the beach, I don't surf. At least I ain't a poser.” Then he paused for second to consider a better retort. “Um… and at least like surfers are better then skaters… if you um… want to compare.”

“Nah fuck off Skaters are hella better!” He realised what he had said, “If you are comparing the two.” His black hair begun to spike up, looking wet with gel. Vince reached down to pull his jeans down slightly, and unconsciously reached to pull out the excess tag of his SMP canvas belt so that it hung between his legs.

Paul glared at his friend, an eyebrow ring piercing his tanned skin. His white polo shirt lost its collar, and then it's arm. Shrink wrapping to his body to show off his tight torso, the white material darkening to a blood red, as it became a singlet. The linen-like material of his cargo shorts rustled and thinned. Reforming and retexturing into a pair of quik-dry boardies, they brightened to a lime and lemon colour scheme. Paul shifted as his shoes dissolved into a pair of thongs. He looked Vince in the eye, “Nah, like surfers are totally gnarlier.”

“Dude, skaters rule over surfers ANYDAY.” Vince said with disdain.

“Man, surfers rule the world! We been here longer!” Paul shot back. They both halted at that point their brains mulling over their words, then spitting out some weird results.

Vince was the first to move again, his brain moving that bit quicker. “Bro, let's stop arguing 'kay?” He smiled sweetly, “I mean it's ALWAYS the same argument, how 'bout we just kiss and make up.”

Blushing strongly as he did it, Paul leaned in and gave his boyfriend a quick peck on the cheek. “Okay Vince, like I'm totally sorry, y'know? Ya know how much I'm in fucking loooove with my board.”

Vince laughed, bringing up his own board into view. “Hun, same, but I love you more.” Paul again blushed deeply. Then looked outside, his eyes opened slightly, then he quickly reached out for a large red square button.

The bus glided to a stop and both the teens got up, Vince carrying his board and holding firmly with his other hand onto his boyfriend. James watched them go, smiling to himself.

The front door creaked open, and Paul looked around into his empty house. Seeing that it was unoccupied, he dragged Vince in and kissed him strongly. There was a clatter as the skateboard dropped to the tiles. The smaller teen dragged his larger mate towards the bedroom. Paul let himself be pulled towards his own room, loving his lover's domination. The door to Paul's bedroom was flung open as they tumbled in, knocking over a bodyboard leaning nearby. They didn't notice, continuing to stumble over to the bed.

Vince reached down to Paul's board shorts, pulling on the lace- up front, and undoing the bow. He then slipped his hands in, down into his boyfriend's jocks, and begun to stroke what his hands encountered.

Paul responded with a deep moan, his eyes pulling back up into his sockets in pleasure. He reached down and pulled down his Mango board shorts, grabbing his jocks in the process. The shorts, underpants and his thongs all came off him in a smooth motion. His naked lower body was tanned; his cock was long, thin and uncut. He groaned and shuddered as Vince's stroke turned into a tugging motion. With almost reluctance he pulled back from Vince's gripe, and turning, exposed his tanned bubble butt suggestively.

Vince smiled and nodded, letting Paul assume a doggy position on the floor. Vince undid his belt and his baggy pants crashed around his ankles. He knelt as he pulled down his boxers, exposing his thicker cock, the red uncut head almost pulsing in excitement. Reaching into the mess around his ankles he retrieved his wallet, and removed a condom. Paul turned to see what the hold up was, smiled and waited while his lover prepared himself.

Suddenly without warning Paul's hips were gripped hard, and Vince was thrusting himself all the way in. This would've been a cause for a scream of enormous pain, but Paul was loose enough to take it like this. In fact, he loved it. He grunted as Vince begun to pound him hard and fast, one of the hands shook as it moved from his hips down to his cock. Vince was reaching down to wank off his lover, as his pace of slamming to the hilt increased slightly. The two knelt there grunting and moaning, beginning to heat up the two begun to develop a sheen of sweat.

Vince's remaining anchor hand slipped on the sweat on Paul's body, and he pitched forward knocking over Paul in the process. The tumbled into a laughing heap on the carpet.

Paul smiled, and signal a squat. “Let's go for you on your back instead baby.”

Vince complied and laid on his back, his cock stood to attention. Paul put his leg over, and then proceeded to lower himself onto the upstanding pole. As soon as he felt himself hit the base, he begun to perform a rapid rise and fall, it looked like a very familiar action to him. He felt his cock being gripped tightly, and a fast jacking motion in time with his bouncing start.

Soon both were sweating again in exertion, their tight bodies writhing in pleasure. Paul's eyes again pulled up into his sockets as he shot, the splurt spitting onto his skater boi's red hoodie. The sudden spasm in his anal muscles set off Paul, who arched his back to unload. Paul, exhausted, controlled fell into the arms of his smaller lover. They lay there recovering for a few minutes, still turned on.

“Again?” Vince said with a mischievous smile.

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