"What's going on dude? You look fine to me." Fred said as he gave the shemale and pussy headed Kyle a queer look.
"Uhh, Fred, you don;t see anything wrong with my body? Like, maybe that I am a shemale now and I have a pussy instead of a head?" Kyle thought at him, crossing her arms because of her friend's ineptitude.
"No, I mean, not many go and get your kind of change, but everyone seems pretty cool with it. i know the girl's are! And uhh, why are you covering your pussy anyways? isn't that uncomfortable?"
"I-wait, you mean everyone has seen my vagina?" Fred nodded dumbly. "Oh for fucks sake, whatever." Kyle tore off the boxers that had been hiding her recently acquired upper vagina and pushed Fred over. She spotted the erection that was visible in his pants and would have smirked if she could have. "If I have to be a headless freak, maybe you should try it out too!"
"What?" asked a confused Fred. Kyle cursed silently, forgetting that her telepathy was going to make hiding her thoughts harder.
"Nothing." She still had Fred pinned to the floor, and noted that while Jen had made Kyle all female, she had neglected to take away Kyle's tall stature and toned muscles. Kyle was an Amazonian shemale now and she had no qualms about making Fred one too. Well, except for the fact that she had to have sex with him. Kyle pushed onward, though, eager to change her friend so she could have some fun with someone like herself. She unzipped Fred's pants and grasped his twitching cock. Kyle shuddered visibly, not liking that she had to go through part A to get to part B, but her sexual need was too great. The pussy between her shoulders was slick with love juices and she easily slid Fred's respectable manhood into herself. Fred just lay there, partially paralyzed by his friends sudden sexual dominance. Kyle continued and wrapped her arms around Fred's waist, taking him deeper into her depths. She felt him begin to twitch, and with her augmented vision she looked up and saw two mounds forming in her friends shirt. Fred began to buck and soon came into Kyle's cunt, making this the second time she had lost her virginity.
Kyle stood up, unsatisfied by her friends quick release, but was pleased by the results of her labor. Whereas Fred has been a plain looking boy, now laying on the floor was a curvy young woman with large D-cups, wide hips and a large bubble butt and penis just under a foot long, like Kyle's (a side effect of the transformation). The only difference between Kyle and Fred was that instead of losing his head and having it replaced by a vagina, a large foot long cock with a hefty nut-sack stood proudly erect between the newly minted shemale's shoulders.
Kyle heard the new shemale gasp in her telepathic and female sounding voice. "Jeez Kyle, give me at least a moments warning before you do that to me! I need sex as much as you do, but every time you do that I have a small heart attack!"
Kyle wasn't listening though. Her pussy throbbed with need and she once again lunged at the shemale Fred. She began her assault on the shemale's upper cock and her rampage only ended after her pussy was satisfied and she had abused Fred's jiggly girly ass to her heart's content.
When they recovered, the two of them showered and fiddled around a bit more before they went to school. Kyle didn't try to make Fred realize that she had been transformed, knowing it would be a lost cause. She would have to learn to accept her raw sexual appetite and come to terms with her drastically altered body, something she found was becoming easier as she thought of the possibilities. If she cornered a couple of her fellow football teammates, she could have a whole freaky headless futanari harem to herself, not to mention her ability to attract girls with her hormones.
Silently, she thanked Jen who was unaware of the plan Kyle had for her and the school.