Milly was so engrossed in what she was reading, she didn't notice Ben creeping up behind her, the other
amulet in her hand. As quietly as she could, Ben inched closer to where Milly was sitting in the chair at her
desk. Once, she was close enough, Ben moved quickly, slipping the necklace over Milly's head and around her
neck. Milly noticed immediately, and she moved to try and remove the necklace, but she was already too late.
Ben moved to trap her hands, and as she did Milly felt a warmth pass over her that seemed to radiate from her
crotch. Soon she began feeling uncomfortable as she noticed the sensation of something pushing out of her from
her vagina. "Ben what are you doing?" she asked frantically.
Ben smiled wickedly. "Oh I'm not Ben anymore. You saw to that." Ben indicated her new luscious curves and
ample bosom. "Maybe Jen would be more appropriate, or Jenny. And by the time I'm through, I think we might
want to start calling you Billy." Milly looked down to see that her pussy had been replaced with a set of
balls to go with the penis she'd given herself earlier. Ben, or Jenny as she was calling herself, forced her
way in close, straddling Milly. "Fairs fair" she said, then she impaled herself on Milly's cock. Milly began
to moan as Jenny rode her shaft, the pleasure beginning to gnaw away at any will to resist Milly had. Soon she
was bucking her hips and thrusting with Jenny as she gyrated on Milly's lap.
As they both began to enjoy themselves, both amulets began glowing, as their fantasies brought on more
changes. True to her word, Jenny's thoughts quickly began stripping Milly of her remaining femininity. Her
muscles began to bulge and grow until they stood out along her arms and legs and rippled along her back. Her
shoulders broadened, her ample breast soon flattening into her expanding chest and forming her pecs. Her abs
tightened and bunched into a six-pack and her rear lost any trace of softness. Milly didn't mind the changes,
loving the feeling as power flowed into her new limbs and sculpted her body bringing her to climax. Milly
didn't want to stop though, and she began using her new strength to pull Jenny in closer and urge her on, her
moans now replaced by masculine grunts.
Milly's thoughts, meanwhile, began triggering a second round of changes for Jenny. Milly had always been a
little bi-curious, and her fantasies usually revolved around stereotypical bad girls. As Jenny continued
riding Milly, streaks of pink, red, and purple began appearing in her hair, which quickly turned jet black.
Her nails and lips turned as black as her hair while her body lost all of the tan she'd so recently gained,
becoming pale as marble. Jenny felt points of heat as piercings appeared, in her ears, her belly button, her
nipples and all over her face. She orgasmed, as a point of heat between her legs signaled the appearance of a
clit piercing, but like Milly she pressed on hungry for more. Meanwhile her body began to shrink, her height
dropping from 6'1" to 5'6". The drop in height caused her body to plump somewhat, her legs and arms
thickening, losing tone but gaining curves. Her breasts expanded even further, and tattoos began creeping
their way across her skin.
As Jenny shrank into Milly's fantasy punk lover, Milly was in the last throes of her growth. She gained another 4 inches of height, reaching 6'5", and her muscles continued to expand, bulging and rippling all over her massive frame. Her hair pulled into her head and her face began to square and roughen. More hair appeared along her jaw and on her arms and legs. Both of them climaxed several more times as their transformation into a muscular stud and his goth lover reached its conclusion. Finally, both of them came one last time, and Jenny collapsed, exhausted and drenched in sweat onto Milly, now perhaps more appropriately called Billy.