James and Nick were living the life: two comfortable seats in business class, flying down to sunny Miami. They were enjoying snacks, drinks, and a full range of entertainment. But what had really caught James’ attention was an attractive young stewardess that was flirting with both boys. Lily was about 5’8” with long, red hair and piercing blue eyes. James always had a thing for gingers, and wasn’t sure why he hadn’t thought to ‘collect’ one before. He got out his iPhone and began to tap commands into it.
“Hey, what are you doing?” Nick pulled himself away from an episode of ‘Breaking Bad’ to check on James.
“I was hoping to wait until we got there, but I couldn’t resist…”
“You mean… here? On the plane?”
“Don’t worry, there will be plenty of room. And you’ll love it.”
James got up and went back to the lavatories. He stepped into one of them, keeping the door guarded but accessible, and began to strip naked.
After about five minutes, Nick was getting impatient, and so he also got up and went to the lavatories. He found the one that James was in and stepped inside.
“Dude, what is going on?”
“Relax, man, just climb up there and get comfortable.” James had motioned for Nick to step up onto the closed seat of the toilet. Nick grumbled, but as usual, he trusted James, and he also began to remove all of his clothing.
Lily had finished her latest rounds and had a sudden urge to check one of the lavatories. Maybe she’d find those two cute skater dudes inside…
She cracked the door open, and the first thing she saw was Nick’s adorable face with a huge grin on it. She smiled back and slipped inside the small room only to find hunky James standing behind the door. She turned the lock on the door and began to feel the changes.
James and Nick quickly helped Lily out of her clothes just in time to see her body begin to grow larger.
“Oh, wow, I feel weird…” Lily began to feel her red hair pull back to about shoulder-length.
“It’s OK, baby, you’re gonna like the results.” James smiled as he watched her shoulders broaden and her perky breasts flatten out into broad pecs. Beneath the shrinking areolas, James could see the evolution of hard abdominal muscles on her torso.
Nick’s perspective was more of the top of Lily’s transition to manhood. The red head came closer to Nick’s point of view as Lily grew seven inches in height and, as she looked up, Nick could see that her face was just as beautiful as before, only her jaw was squared up a bit more like a man’s, and her lips were a bit fuller. Nick simply nodded and emitted a few soft moans in approval.
“Yeah, Billy, you doin’ OK?” James wasted no time in altering his new prize’s name, yet still regarding his further changes… powerful, muscular legs that started with a gorgeous, round, bubble butt and ended with a pair of handsome size 11 feet.
“Yeah, um… do you like me?” Billy’s thoughts were all kind of jumbled at this point. He remembered being a girl, and really liking James and Nick… he was also fascinated and a little frightened by the changes.
“Sure, baby, I like you a lot. Just needed to change you so you’re more… my style!” James turned Billy so that his strong, muscled back was up against the door. More changes were about to begin.
The three boys looked down at Billy’s private area, which had just started to change. The folds of the vagina appeared to be blossoming, much like a flower, and in the center you could see a small, wet, pink cockhead.
“What’s that?” Billy was a little unnerved at the new development.
“Well, I wanted to make a man out of you, and this is part of it.” James beamed as they watched the ‘birth’ of Billy’s penis. The head began to droop further from his body as the soft, pink shaft snaked its way out. Soon a small pair of testicles dropped out of the vagina beneath the new manhood.
“You mean… I’ve got a dick now?!” Billy suddenly felt overwhelmingly grateful to his new buddy James. Once all of the boy parts had appeared, they became slightly redder and began to grow. The lips of the vagina began to close around the base of the cock and disappear into the body, leaving no trace of womanhood.
The final act of the transformation was the appearance of strawberry-blonde hair across Billy’s arms, chest, and legs. A trail of hair had surfaced on Billy’s abs leading down to a full, but darker colored pubic bush.
James and Nick began rubbing Billy’s body, feeling his soft hairs and causing arousal in each of them. Billy’s virgin fuckstick matured to a thick, 9” pole, with an angry, dark red bullet-shaped head.
James laid out the terms. “OK, bros, we’re joining the Mile High Club. Billy, I want you to fuck me with that big, beautiful cock of yours.”
“Awesome! Might as well test it to see how it works.” As Billy played with his egg-shaped (and egg-sized) nuts, the testosterone was having its effect, giving Billy a sexy, deep voice.
Nick leaned down and gave Billy a small kiss on the mouth. “Not much room here, but you can use those DSL’s to make love to my manhood!”
“I like that idea. Even as a girl, I was great at giving head!” Billy remembered some of his past, but was ready to embrace the present.
James had programmed a little precaution – he made the lavatory sound-proof so that no one would hear them as they began the commotion that was airplane sex. James guided the untested prick, which was eager to penetrate, towards his hole. Billy was concentrating on giving Nick’s dick a sloppy tongue bath in preparation for more serious cocksucking.
James lowered himself onto Billy’s pole and began to enjoy the slow fuck. Before long, Billy was contributing to the action, giving occasional upward thrusts as James slammed down into Billy’s lap.
Nick was getting quality service as well. Billy was using his tongue magnificently as Nick’s arousal intensified, and before long he was able to deep-throat the huge penis.
Conveniently, the impending orgasm was triggered just as the plane was within an hour of its destination. Dicks were pulled out of orifices and the three studs began to finish off with their hands.
“Oh fuck, this is so much better than having a pussy!” Billy was in heaven. “Fuck, I’m gonna cum!” Billy shot his first semen, getting it all over Nick, James, and the bathroom. The other boys soon followed suit, and the place was a sticky mess.
James stood up as best he could, and kissed Billy, then Nick on the cheek. Instantly, the cum had evaporated, leaving no evidence of their wicked acts. He then opened up a small compartment and pulled out a steward’s uniform, which happened to be a perfect fit for Billy. The new man put it on and quickly exited the lavatory, closing the door behind him leaving James and Nick inside and unnoticed.
“Oh good, Billy, it’s time for your last run. Let’s get going.” One of Billy’s co-workers spoke to Billy as if he was always this way.
Nick and James put their clothes back on and shared a quick kiss before they left the lavatory one at a time and returned to their seats.
James added a few finishing touches to his programming. He made Billy bisexual (more action for that fantastic cock of his!) and also made sure that he was scheduled to work on James and Nick’s return flight. You know, just to make sure they had some in-flight entertainment for the trip home.
James and Nick got off the plane and were greeted by a private car and driver, who took them to Andy’s penthouse. They took the elevator to the top floor and, when the doors opened…