Sam ran to the door and opened it, not bothering to cover his chest.
"Oh thank god it's you, " said Sam, as he pulled Gene inside.
Gene stared at Sam's nude chest and whistled.
"Whew! You are turning into one attractive babe," said Gene with a sly smile.
Sam covered his small breasts with his arms.
"Who cares? Did you fix it or not?" asked Sam.
"Relax, don't get your panties in a wad, " said Gene with a smile. "The light came back on. We just need to test it out."
"Well, what are you waiting for? I don't want to stay like this all day," said Sam.
"Okay, you asked for it, " said Gene, as he pointed the keychain flashlight at Sam.
A light pink light shined out. Gene ran it up and down Sam's legs, from his thighs to his feet. Sam felt his legs get shorter, and he dropped down in height. At the same time his thighs and calves got a little thicker, plumping up with a little muscle and fat. His feet became smaller, and more slender and dainty. All of the body hair on his legs just faded away.
"Hey, what are you doing?" said Sam, as he lunged forward. He felt a little top heavy on his smaller legs, and stumbled a little. When he reached Gene he tried to grab the flashlight, and Gene held it above his head, just out of reach. It was easy for Gene, now that Sam was so much shorter.
"Relax, " said Gene. "I just wanted to see if it worked. And to see what you would look like as a girl. I'll change you back to a guy when I am done. I promise. It's the least you can do to thank me for helping you."
Sam pouted, crossing his arms in front of his chest. "Fine. Just do it quickly and get it over with. I don't want to stay like this any longer than I have to. And just keep it at a low setting!"
"Cool, no problem, " said Gene, as he smiled. He pointed the device at Sam's chest and fired. Sam felt his breasts ballooning beneath his arms. They continued to grow until they reached a nice B-cup. Gene moved the light around his chest, causing his arms to shrink, and his hands to become slender and smaller. His waist thinned a little more, and his hips grew a little wider. Gene stopped to examine his work.
"Whoa, you are pretty hot, " said Gene. "Sure you don't want to take it a little further? I mean, you would look smoking hot with a bigger rack."
Sam felt his breasts. They were very sensitive, and he didn't want to admit it, but he was tempted.
"No, I'm good. So are you done having fun yet? Can I change back now?" asked Sam, as he glared at Gene.
"Not yet, there is just one more thing, " said Gene, as he aimed the light at Sam's head.
Sam's face became softer, and less angular. All of his facial hair disappeared. His short brown hair grew longer. His brain began to change. Suddenly, Gene didn't seem so repellant. In fact, he was kind of attractive.
"Okay, that's enough," said Sam, as he tried to shake these strange thoughts out of his head.
"Just a little more, " said Gene. The keychain felt warm in his hand. Suddenly it sparked a little, shocking his hand. The light suddenly shifted from a light pink to a bright pink.
Sam's head continued to change. His hair grew longer and faded to a light blond. His lips puffed up, and his nose became smaller. His thoughts became more confused.
"Stop, that's enough," said Sam, as he placed his hands on his head. They began to change, too, becoming smaller. His fingers became thinner, with a finely manicured nail.
"I'm trying, " said Gene, as he desperately shook the device. The light grew even brighter.
Sam's hair grew longer, twisting into curls and locks. His eyes changed to a bright blue. His thoughts became more clear, and they focused one thing. Something he desperately wanted - no, something he had to have. Sex!
Sam launched himself towards Gene. Gene dropped the flashlight in shock, sending it clattering off the floor and finally turning off the light. Gene thought Sam was going to attack him. He wasn't too worried. Sam was much smaller now, and probably couldn't hurt him. But he was surprised when Sam unbuckled his pants and opened them. Sam began to feverishly stroke his cock, cupping his balls and occasionally licking his dick. When Gene was erect, Sam began to work his cock into her mouth. Gene tried to resist. This was his friend, after all. But Sam was very good, and it felt so pleasurable. He soon came, after the best oral sex of his life.
Gene recovered from his bliss, and found Sam spread eagle on the floor. Sam was already wet, and was working her fingers feverishly into her cunt.
"Sam, are you okay?" asked Gene.
"No, " said Sam softly between grunts. "I need you. I need you inside me."
Gene looked at Sam dubiously. "Are you sure?"
"Yes, " said Sam. "I want to see what it feels like to have a dick inside me. At least once. Please hurry."
Gene looked at the hot woman masturbating on the floor. She was his friend, but she was also asking for it. He could always fix the device later and return Sam to normal. He would be a fool not to take advantage of the situation, and have sex with the most beautiful woman he had ever seen.
Gene felt himself getting erect, and joined Sam on the floor.