Chuck raised his hands to his face to try to push her off of his face. He soon realized that he couldn't pull her clit-turned-penis out of his mouth, as it's throbbing seemed to make it grow even bigger, now two inches in diameter. Mellony began to calm down, and Chuck noticed that the throbbing began to slow down. Mellony seemed to have passed out, as she had stopped moving. Chuck could feel the strange thing in his mouth begin to shrink, and he made sure not to move his tongue in fear of arousing her again. Finally, he was able to pull the thing out of his mouth, and push her backwards onto the bed. Slowly, he began to move towards the edge of the bed. He managed to get off of the bed without waking Mellony, and he quickly reached for his pants, not bothering with his boxers because he was so desperate to leave for fear of getting caught, and from getting the shit scared outta him. As he pulled up his pants, his hard-on began to subside. He reached down to scratch himself, and noticed that his penis was as hard as a rock, yet it had lost about an inch in length. Suddenly, he felt his penis tingle. It felt so good he began to jack off, not noticing that his penis shrank with every pump. Because he had swallowed such a large amount of Mellony's extremely potent cum, His change is occurring much faster, and will be much more effective, if you know what I mean. As chuck reached orgasm, the changes rapidly began. All of his hair, except on his head, and his pubic hair of course, fell out, and his muscles shrank. The hair on his head grew to his butt and changed to golden blonde. He could feel his nipples get hard, and his breasts began to rapidly swell. His fingers lengthened, and became slender. One of his hands raised up and began playing with his nipples. His breasts were now B cups, and still rapidly growing. His feet shrank and became soft and smooth. His face slimmed down, as did his waist. His eyes turned a baby blue, and his butt firmed up. He lost his Adams apple, making his deep moans higher and sexier. His breasts were now a nice firm size of C, and their growth slowed. Sitting down on the floor, Chuck finally realized that he held what was left of his penis, and that is was rapidly shrinking in his hand. He tried to hold onto it as long as he could, but it was no use. No matter how hard he pulled, it kept shrinking, until it was just a normal female clit. She felt for her balls, but they were missing. All that was left was her ball sack. She watched in horror as it split in two, and shrank, turning into pussy lips. Her breasts' final size was a nice DD. She could feel herself getting smaller, shrinking down to a normal female size of 5' 8". Her changes were complete. She began to cry, then suddenly realized that she was horny. Really. Horny.