David almost collapsed from a sudden sharp pain across his whole body, but he was able to right himself on
Happy. David felt a dull pain in his shoulders as they started to narrow, David looked at his arms to see that
the hair on his arms was retreating back into his skin, leaving it silky smooth, he went to brush his hand
across his forearm when he noticed that his fingers were thinning as well, becoming more feminine, he watched
in awe as his scars healed and the wrinkles on his knuckles lessened , his fingernails grew a few centimetres
as the changes on his arm finished.
David the felt a tickle on the back of his neck, like it was being brushed by hair, he turned expecting to see
Happy right behind him but saw that Happy was a few meters away staring at his friend in confusion, that was
when David noticed that the hair was not only his but was still growing, he ran his hands through his now
shoulder length hair and rubbed his feminine hands across his face, he felt his lips swell and cheeks inflate,
David felt a pain in his eyes and shut them for a second, he could not notice but they had changed colours
from a light blue to a dark brown, his hair also changed; from a blonde to a very dark grey that looked almost
black. David had become almost to distracted to notice that these changes were not only causing Happy to come
closer but were also starting to give him an erection, he glanced down to see his penis slowly start to rise
up as the blood pressure increased.
David ran one of his fingers down the shaft and it felt much better than any previous masturbation sessions
before, he started to change his breathing because of the pleasure that just stroking his penis gave him, he
almost didn't notice that his legs had lost all of the fat that they had before and some of the muscle mass,
they were now long and slender and just as silky to the touch as his arms now were, he felt his feet change
like his hands did, whilst he continued to stroke his shaft the pleasure caused him to not notice that all of
his belly fat had now been sucked in and become slight abs that complimented his figure perfectly, he felt
some discomfort as the inside of his torso shifted and his bones moved and reformed into that of a woman.
David was shaking and just about to climax when he felt a jolt through his body and he collapsed onto the
straw covered floor. He moaned as he climaxed, but this was like no other climax he had ever experienced, it
was longer and felt so much better than before, as he peaked the climax he felt the urge to grab his chest
because of the pleasure to discover that his nipples had become extremely sensitive, sending more jolts
through his body, this put him over the edge and he ejaculated and the semen sprayed all across his stomach.
Looking down at his penis in shock, David watched as the semen continued to shot out from the slit of his
penis, this was causing his testicles to shrink as they drained of semen and before he could reach them, slide
into his body as ejaculation stopped. Before he had time to think he penis had started to shrink in size as it
would after ejaculation but much much faster and not like it would normally, David reached out to hold it back
from the same fate as his testicles but one of his fingers accidently brushed the head of his penis, causing
his hold body to spasm in pleasure and before he could recover, his penis had also been sucked into his body.
He looked down at where his sexual organs should be in disgust, the loss of his penis and testicles had left
the skin behind, to him it looked hideous but it was not going to remain as it was much longer as yet another
wave of pleasure flowed over him and he watched as a slit started to open just below where his penis had used
to been. The slit made use of the leftover skin to form his David's new labia, just as he was about to lean
forward to watch the formation of his (now her) vagina, Happy, who was now right next to David, put his head
down and started licking the semen off of David's belly, this caused David to laugh, but then suddenly put
both hands over his mouth, he sounded like a woman. David slowly moved his hands away from his face and
started to talk for the first time since his changes had begun, "Happy" David said cautiously, "Still remember
me boy?", Happy nodded his head like he used to when David had trained him many years ago.
David looked pass Happy's head to see that the vagina was almost fully formed as the new inner labia slowly
opened, revealing his new urethra, clitoris and vaginal opening. For some strange reason David found that this
exited her and that she could hardly wait for the next changes. As if on cue, Happy licked across David's
upper chest, teasing his nipples that had now formed areola as the nipples jutted outwards and stuck in the
air, David though about asking Happy to stop but every time his long wet tongue glided across her chest, it
seemed to inflate as his breasts started to form heightening the pleasure. After just a few licks they had
become two small (possible AA) sized mounds on David's chest, just a few seconds later after a few more licks;
Happy had to bob his head in order to keep his tongue in contact with the skin. Before David new it she had a
complete woman's body, complete with D sized breasts, she made her way to her feet and noticed that she had
shrunk quite a bit because of the transformation, standing next to Happy only heightened this awareness as she
now noticed that not only she had transformed, Happy was now no longer a pony but now a full horse, he had
grown by at least 5 hands to a grand total size of about 18 hands and had become a friesian stallion but
retained his coat. David thought to herself that she needed a new name because of obvious circumstances and
pondered, whilst stroking Happy's face, suddenly a name popped into his head, Snowmane, it was the name of the
horse that Happy was to stud with, but never happened because of lack of money. Although it was the name of a
horse, She felt it was the perfect name considering the circumstances.