As I laid curled on the ground suddenly wrestling with these new feeling in my body and mind I could only stare up at Allison as she cringed in pain apparently rooted to the spot. Her changed legs were about all I could see at first but now I was starting to get a better idea of what was happening.
Looking at Allison quickly showed me that she was either in intense pain or pleasure. The look on her face could have been either. Now that her legs had changed I noticed other subtle changes to her body. Her previously brown hair was definitely a lighter shade of brown now and I'm fairly certain it was not as long as it had been before. It was about shoulder height instead of flowing down her back now. She also just looked a bit...bulkier. Nothing too crazy but she was no longer the petite girl she had been a few minutes ago. Her once perfectly fitting jean-shorts were now straining to contain her new legs and in places were failing miserably. I could see her new muscled legs breaking through the fabric in her quads which were now rippling with new muscle and blonde hair.
"Oh god this feels great..." was the first thing I heard from Allison in the last few minutes and it was a bit of a shock. Instead of her normal voice there was definitely a deeper tone there. The thing that frightened me the most was how absolutely arousing that voice was. How could you not just fall in love with that sweet baritone? It was like music to my ears and I was all too aware of the awesome looking guy my friend was quickly becoming.
Suddenly Allison looked confused and she gazed around, "Wait...this isn't right...I shouldn't..." and then her gaze went completely blank. It was a little freaky honestly. Suddenly she was staring straight at me with that blank expression.
"You're hot..." she muttered in that sexy baritone. As her eyes glazed over. Suddenly she started the stroke her front where her panties had started to strain. Her jean shorts had long ago fell to the floor ripped to shreds by her growing muscles. Her torso was still mainly her own, she just looked a bit more fit than she had before but now I could see that was changing. A bulge had appeared in her panties and slowly but surely they were expanding, I could start to see a new appendage creep it's way out of the panties and it was at attention. Growing well past my modest 5-6 inches I could see it settle around the 7-8 inch mark. I wasn't jealous (ok maybe some) but mostly I just wondered what it would be like to take it into my mouth. It was such a new and frightening thought that I almost woke out of my stupor. But then I got a big whiff of a new smell coming from Allison and my brain turned to jello again and my own dick strained at the jeans I was wearing in protest at being locked away from this experience.
Allison's eyes rolled back into her head as she grabbed her new cock in her still petite hand and started to stroke. As she did the panties fell down around her ankles and she started to moan loudly. Each stroke seemed to give her waves of pleasure and externally the strokes were causing other changes to occur. Her boobs, which had survived up until this point suddenly caved into her chest leaving it oddly thin looking...that is until it started to inflate again. But this time with lean muscle. It was extremely hot to watch as each stroke slowly inflated that chest a bit more and more. Not only was it thickening with muscle but the hair that had sprung up around her new dick was now creeping up to her chest, slowly covering it in a thin pelt of golden fur. The hair curled gently around her much smaller nipples and in the middle of her chest as she continued to pump.
I was stroking myself gently now as well, enjoying what was happening in front of me. I had yet to notice how my own penis had slowly started to grow past its own previous limit and my own shirt was slowly tightening around my chest. My mind seemed so empty and blank...all I had room for was watching what was going on with Allison. It seemed incredibly important I didn't miss it.
Allison's grunting and pumping was now having an effect on her...I should probably say HIS at this point...arms. They were growing massive as if he'd been doing bicep curls all of his life instead of reading nerdy fiction. The hair erupted on his forearms as tufts of underarm hair suddenly appeared. His previous t-shirt was nothing but a small bit of fabric lying forgotten on the floor as his shoulders thickened and tore at the stretched garment. His face had started to change too at this point. The brow thickened and his hair had retreated all the way to his skin at this point leaving him with a closely cropped fade style of haircut. His jawline had thickened as well and a chinstrap was slowly appearing giving him a handsome appearance.
He suddenly grunted hard and I could tell he was having a powerful orgasm...but nothing happened with his penis. I could see the problem as a small sack of flesh started to push downward from the base and as it slowly pushed outward and became bigger I could see he was leaking a little bit now. All it took was the right equipment after all.
As he stared off a bit at me I saw something else...a haze came over his eyes and he got a dumb look on his face. A smile appeared as he leaned down to the ground and cuddled up next to me. My mind was hazy and I couldn't understand what was going on as he leaned in and kiss me hard. It felt too good, nothing should feel that good and my mind finally gave up and faded away...