Bryan nervously tried to hide his bobbing erection behind his larger hands. He was thankful, somewhat, for the
enhancement but wished he didn't have to deal with the embarrassment. "Hey, Kevin, uh, could you fix this?" he
asked. The last few words meekly trickled out of his mouth as he saw the look the tall, multi-armed jock was
giving him. It was almost hungry, carnal. He shivered, creeped out, but strangely his cock didn't seem to be
getting soft.
'What's going on?' he wondered. His eyes shifted to Gwen, who was breathing a bit heavily and seemed to be
trying to keep her eyes off of anyone. She was definitely pretty, and her voice... Bryan took a half step
toward her just remembering the sweet sound of it and how it filled him with fire. A gasp from Kevin snapped
him from his thoughts and he turned back to his partner, momentarily forgetting to cover himself. His cock
thrust out toward the changing man.
Kevin's skin seemed duller somehow, maybe even a little grey. It was also quite itchy and he scratched at it,
but that wasn't what made him gasp. It was his chest, his pecs more specifically. They had already softened
during his last change but they were now swelling outward. His skin stretched uncomfortably tight against the
swelling mass as breasts pushed their way out of his chest. Even the skin of his nipples seemed to be
stretching, though nothing outside of the shape was changing. The pressure was uncomfortable, bordering on
painful, and at last he reached up to touch them. As his fingers brushed the stretched skin there was a
tearing sound and the pressure was gone. Pieces of skin fell away from his breasts, revealing large, C cup
globes covered in short yellow bristles. His nipples were dark black, like his bug arms, and shaped like small
black spikes.
As Kevin took in his changes, still scratching at his dry, dull skin in patches, his changes were continuing.
It was almost as if they were reacting to his thoughts, or his change to Bryan. When Kevin had enhanced
Bryan's dick he had been enhancing his primary gender characteristic. In turn, Kevin's own gender
characteristics were being enhanced though not for the gender he had been. They matched the gender he was
becoming.
His penis was shrinking even as his breasts were growing and stretching his chest skin. As it retracted into
his body it grew darker and the skin of his shaft became a glossy black. His testicles pulled up into his body
and shifted, becoming another two hard, round shapes in his swollen belly awaiting fertilization. Kevin's
penis became curved and pointed, drawing in close to her crotch and becoming a sharp barb. Just behind it a
slit appeared and opened into a dark, bristly hole. A thick fluid wet the inner ridges of her new insect
vagina to provide lubrication both for mating and for the eggs inside of her. Instinctively Kevin seemed to
know that her barb, what used to be her penis, would prick a male when trying to mate with her and drive him
into a sexual frenzy that would ensure fertilization as he ejaculated all of his male seed into her, leaving
behind a subservient, female drone who would then do as she wished.
***
Gwen panted then took a deep breath, trying to center herself. She kept her eyes lowered, focusing on her
glossy black claws rather than the temptation of the two changing teens in front of her. This game, changing
Stacy and Bryan into attractive, popular versions of themselves, was just whetting her appetite. She clenched
her sharp teeth as the thought of a muscular, studly Bryan and a sexpot Stacy invaded her mind and made her
warm in her crotch and hungry underneath it all. She couldn't seem to stop thinking about it entirely, but she
forced herself to concentrate on something unattractive, like their hair or their beady eyes or something.
'Pull yourself together, Gwen!' she thought to herself. She couldn't give in and make an absurd change, not
before Kevin, and lose. There was no telling what would happen if she lost. She might change completely into
this horrid bird-bitch she was becoming and her dreams for the future would be gone forever.
Still gritting her teeth, Gwen looked up at Stacy. Her eyes went immediately to her bursting bust and how it
was ready to pop out of her top. She wrenched her gaze somewhere else and found herself looking at where
Stacy's crotch was hiding under her princess gown. Absently she wondered if the sexy leg transformation had
carried to her pussy and made it sexier too. Gwen licked her lips for a moment, trying to think of a way she
could find out, when her common sense returned again.
"No!" she said in her honeyed voice. Stacy's nipples poked out of her top and to the side Bryan and Kevin
visibly shivered. Gwen quickly tried to focus and stared determinedly at Gwen's face. She blinked and cast her
spell, forcing herself to keep watching and see it through without getting lost in daydreams about other parts
lower down or the thick, erect cock Bryan was sporting nearby.
Stacy, for her part, felt a tingling in her own mouth that spread outward to her lips. She reached up to touch
them and felt a wave of pleasure as her fingers brushed the now sensitive skin. Her lips were plumper,
thicker. They had swollen up into plump, cock-sucking proportions. They were made to slide over something hard
and long, like a finger or a fat cock, or sucking on something like a nipple or a clit. Stacy felt the urge to
lick her lips with her tongue, which also felt different. As she slid it forth, she realized what it was. Her
tongue was longer than normal, and slightly pointed, much like a certain famous rock star. It felt like heaven
against her new, thick lips.
Kylie noticed and smirked. "That's pushing it a little bit, Gwen, but I think it still counts. She'll be
really popular with the boys now, won't she? And some of the ladies." The witch gave Gwen a knowing look.
Gwen, for her part, braced herself as she felt the brush of magic sweep over her.