No one says that Doctor Sandra Panek didn't have any reason to be upset
- of course she did - but that wasn't enough reason to doom the entire
human race.

Just two of us would be involved in the surveillance operation. That
was against procedure, but then this wasn't ordinary times. Throughout
the country the FBI was stretched beyond breaking point following up
every possible lead. Other agencies all over the world were engaged in
similar searches in their own countries. Sandra Panek had to be found.

She had disappeared a year and a half before, but no real attention had
been paid to it at the time. Only after the nanoplague had started
transforming women had the desperate search begun. Our own assignment
was to watch a near abandoned farmhouse in Ohio. Vague reports of
someone perhaps matching Panek's description had led us here. We set up
the surveillance cameras in an equally ramshackle building a mile away.

Jane was showing symptoms of the nanoplague. We both knew it, but we
both did our best to ignore it. She carried on wearing the bras that
were now the best part of two sizes too small. We were both hoping that
she wouldn't suffer the more severe symptoms. Having a penis and balls
replace your own genitals would be traumatic for her, but she'd still
be able to function. If she developed the most severe form even simple
tasks would be beyond her.

The one common effect of the nano virus Panek had unleashed was to turn
women sexually male. At the last estimate over thirty percent of all
women on Earth were now changed by the virus. It had become almost
routine to see a beautiful woman walking down the street with a fair
sized bulge between her legs. Those with more acute symptoms often
stayed indoors, or committed suicide. Those as yet unaffected often
kept themselves indoors as well, but it was too late for that. Every
man and woman on Earth was already infected, the virus having spread
unnoticed around the planet in the months before the first symptoms
appeared.

The program running in the nano machines responsible for the plague
were thoroughly examined. They only targeted women, I like all other
men, were merely carriers. The plague could sit in a woman's system for
years, potentially decades, before deciding to transform her. Cracking
the encryption codes on the virus and turning it off was thought to be
nearly impossible, though work to do just that carried on around the
world. No one liked to talk about the fate of humanity when it was
turned almost totally male. That's why Panek was hunted, not so much
for punishment, but to get at the knowledge in her head.

The next couple of days were frustrating, watching the remote building
day and night while staying hidden ourselves. With resources stretched
so thin we had no back-up of course so we alternated shifts of three
hours. We had no proof that Panek was even there, of course.

Just before Jane finally changed she asked me to be her last man.
"Paul, it's going to happen soon, we both know it."

"Jane, look. I just don't know."

"I know, but this is my last chance to be fully a woman with someone,
it could happen within hours."

We had been working together for over two years and she was an
attractive woman, though we'd never moved beyond friendship as that
would have been unprofessional. She'd saved my life at least once over
the time I'd known her and it wasn't really a request I could turn
down. I know, it was hardly a sacrifice on my part. She had a
statuesque body with silky black hair and equally dark eyes and I have
to admit a bit of selfishness on my part. With the number of unchanged
women dropping by the hour I knew it might be my last chance for a bit
of pussy. We sat together on the sleeping bag and I put my arm around
her.

"I've often wondered what we'd be like together," she said with a
smile.

We started with slow self-conscious kisses, but the passion quickly
increased. Soon we were pulling off each other's clothes and I admired
her body. Naked, it was clear how much her breasts had grown. "I think
they're up to Double Dees," she said, "and my nipples are bigger as
well." I didn't respond, but just sucked one of those big fat nipples
into my mouth and was rewarded by a soft moan from Jane.

The first time for a couple can be awkward, but Jane and I moved as
one. I filled the sweet void between her legs once and then licked her
out before I was ready to go again. There was an urgency to Jane, a
clear desire to experience every last feeling before her pussy was
taken from her by Panek's virus.

Ever the professionals, whoever had been underneath had kept an eye on
the video monitors covering the farmhouse. Luckily for us Panek hadn't
chosen that moment to make a move.

I thrust deep into her again as she clawed at my back, wrapping her
legs around me and begging me to fuck her hard. We came strongly
together, me for the second time, her for the third. As I pulsed deep
into her, I felt something move against my torso. I pulled out of her
and looked into Jane's eyes as they widened. She felt it too. Maybe the
sex triggered the change, perhaps it would have happened anyway, but
Jane was changing right there in my arms. She muttered an anguished
"No!" as the flesh under her enlarged breasts started to grow.

Before our eyes she grew a second pair of breasts. I'm ashamed to say
that I found myself growing erect again. Jane doesn't blame me when I
tell her that, she says that it felt just as erotic to her, almost
overcoming her fear over how far this process would go. She threw her
head back and groaned as the second pair matched the first in size.

Then the one change that happens to all nano-plague victims occurred.
I'd been expecting it and I didn't pull away as I felt her penis grow
and push into my leg. Jane rolled onto her back and grabbed at her new
maleness which stiffened under her trembling touch. Her pussy was
completely gone and in its place was a heavy pair of balls and Jane's
new cock. Looking at it I could see it was still growing, it would be a
monster when it was finished. I couldn't help noting that it would
easily dwarf my own manhood.

Her nipples were the next to change. They expanded and grew. In seconds
they were like doorstops, but still they kept growing. Her nipples were
far too large even for the heavy tits she now had. Then the nipples
started lengthening. Thicker at the end, but even the 'stalk' was still
quite wide. Her hands flew from the jutting pole between her legs to
her nipples, seemingly to hold them in. Even if that could have worked
she no longer had enough hands for the task. Quickly and obscenely the
huge nipples also grew upwards. Each at least nine inches long and now
fully formed cocks themselves. I couldn't help noticing each one was
longer and thicker than my own manhood.

Jane groaned as the alien yet erotic feelings rushed through her. I
restrained myself from asking a stupid question like "Are you alright?"
Then she visibly pulled herself together to take stock. By the
standards of a year before she was a freak with her four breasts and
five cocks, but by the standards of today she was just average. Some
women hadn't changed as much as her, some were much worse, though all
were anatomically male of course.

"Is it over?" she tried to say, but her words were garbled. Her hands
flew to her mouth, but it was already being forced open. Between her
lips her tongue was growing further and further outward. Again the end
bulged and a small slit appeared at the very end. Her mouth was
stretched wide around yet another cock growing - her tongue
transformed.

This was the final straw for her. All the other deformities could be
covered up to some degree, but to have this cock sticking out of her
face was too much. As the tears ran down her cheeks I pulled her to me
and hugged her, trying to ignore the six hot and hard penises pressing
onto me. "It'll be okay, Jane. This isn't forever."

She hugged me tighter and I felt her cocks against me. The hot stiff
bars pressing against my leg, torso and neck. I tried to ignore the
fact that they were penises and just concentrated on holding her. She
moved against me and I heard Jane groan and involuntarily buck her
hips, and then the cock between her legs started pulsing. Her four
nipple-cocks went off almost at the same time shooting cum onto my
chest. I looked into her eyes - they were half filled with horror, half
with lust - as her last cock sent ropes of white cum over my cheek. Her
muffled cries as she came sounded so feminine, it was hard to contrast
that with her male appendages.

In some ways I suppose she was more male than I ever would be, but she
still felt like a woman to me. I held her as she cried and her cocks
slowly softened against me. She had one small piece of luck when the
penis in her mouth turned back into a tongue as it softened. In many
cases the transformed woman's cock or cocks are permanently erect. Even
when that isn't the case tongue-cocks don't always turn back into a
tongue when not in use. She was only going to have one in her mouth
when she was turned on.

We took turns in the shower while the other kept an eye on the house.
After we sat in silence through the night, Jane slowly examining and
adjusting to her new form, wearing baggy clothing she had brought
along, just in case the plague triggered in her.

As dawn broke she said in an appalled voice, "The worst thing is that
I'm lucky. I saw one woman with eight tits, permanently erect cocks -
and I'm talking cocks that make me look hung like a chipmunk including
one forever sticking out of her mouth. She even had penises instead of
fingers."

I tried to reassure her, "Panek is going to be found, and maybe even if
she isn't the code on the virus will be broken. You won't be like this
forever."

She gave a small smile. "Thanks for being there for me, Paul. It means
a big deal to mgrrk!" Her tongue cock was returning stiffening along
with her other five. She gave me a resigned look and stumbled back to
the bathroom to relieve herself. As I tried to ignore the muffled
grunts and groans coming from the bathroom there was finally movement
at the surveillance target.

On the monitors I could see a figure in shapeless concealing clothes
awkwardly loading equipment into the battered car next to the building.
I only got a quick glimpse of the face as the figure looked around. It
was Panek! At last!

I did a quick final check of my gun and then ran to the bathroom.
"Jane! It's Panek, she's there!"

Jane ran out, still naked and with her massive erect cocks flapping.
She stumbled for her own clothes and gun. "Go on aheaa!" she said as
best she could around her massive tongue cock. I nodded and went to the
door. We both knew that Jane would be more of a liability until she got
used to her new form.

I covered the ground between our building and Panek's using the sparse
cover as best I could. I kept an eye on the windows hoping that I
wouldn't be seen before I got to her. But the car was still there and
no further sign of Panek when I arrived at the house. Drawing the gun
and taking off the safety I slipped into the house. The small rooms
were stuffed full of expensive equipment. High end laptops chained
together into one computer were connected to a nano-factory. Panek was
obviously continuing her experiments. I heard movement in the bedroom
and as I turned Panek walked through the door.

She gave a startled little cry as she saw me and froze. "Hands up," I
said, "no sudden moves." Slowly she complied. My eyes flicked over the
rest of her body. Jane had been badly affected by the nanoplague, but
its creator had suffered worse from it. Panek had eight breasts, each
huge and topped by an equally large permanently erect penis. Her loose
skirt tented out obscenely in the front from not one but two massive
cocks, surely too large for any woman to take, also both permanently
engorged. The final indignity was her hands. The two middle fingers on
each were fused together to become yet another penis.

"Do you like what you see?" Sandra Panek asked with a smile as her
composure returned. "Some men do."

"Shut up." I reached for my radio. "Jane, I have her, call it in.
Over."

"Just have," came the reply. "Back up is on the way." Her voice got
more muffled, her tongue cock clearly returning again.

"Okay, sit tight." I said and put the radio away.

Panek was grinning widely now. "I bet your friend looks beautiful with
a cock growing between her lips."

"Why did you do it, Panek? Why did you unleash this on the world."

"Look at me!" she screamed. "I'm a freak. My job was to better mankind,
but they would have just laughed at me and locked me away. So I altered
the nanovirus to affect all women, now I'm no longer different."

I shook my head. "You could have been cured in time. Now you'll help us
by telling us all you know about the nano machines you designed."

She laughed, "I'll tell you nothing. My work will not be undone. The
machines imbed themselves into every cell of the body, and cannot be
removed, even if you defeat my encryption."

"It might take time, but it will be defeated and you'll help. Nano-
debriefing has been approved for use on you. Ironic that nano-machines
will be used to save us from your nano-machines. Everything you know
will be extracted from your diseased brain."

To my satisfaction, the smile left her face. "I know, I'd heard about
that. I was hoping to enjoy Stage Two."

I felt cold, "Stage Two? Haven't the women of the world suffered
enough? What will happen to them next?"

"Them? Nothing at all. Stage Two is directed at the men. Computer -
Aphrodite." I shot her twice, the tranquilizer darts thudding into her
second pair of breasts. She looked down at them, back up at me, smiled
and then collapsed. I turned to the nano-factory. The top was open and
it was venting a gas, a gas rich with nano-machines. I grabbed my
radio. "Jane, set up an exclusion zone. Total quarantine!"

Even then I doubted it would be enough. I shut down the nano-factory,
but left the computers running. If I interfered with too much I could
end up wiping them. I went over to Panek and removed the darts.
Carefully rolling her onto her front I handcuffed her before putting
her on her side. Her skirt had risen up and exposed her double
manhoods. It was little surprise it had driven her mad. I covered her
up again and went to the one spare armchair to sit down. Jane got back
to me and told me a five mile perimeter was being set up. She had been
too close to be let out so she decided to come to me and Panek.

When she arrived I saw she was dressed in a loose skirt and sweater
that was still tight across her four breasts. "I borrowed a pair of
your underpants," she said, "Hope you don't mind."

"Course not."

"Did she say what Stage Two was?"

I shrugged. "She didn't have time. Doubt it's good news though."

Panek came around a few hours later, but it was quickly clear she
wouldn't give us any information, willingly or not. She said nothing,
just looked around with a big stupid smile on her face, drooling
slightly.

"She nuked her own mind?" Jane asked disbelievingly.

"In a way I'm not surprised. It was only the hate that kept her going."

Jane pulled at her sweater trying to get comfortable. "I'm going to
have to get some specialist bras made up when I get out of here.
Something that can fit around these," she said pointing to the bulges
her nipple-cocks made even though they weren't erect.

"Assuming the nano-machines code isn't cracked soon I'd suspect someone
would start a line in clothes for the transformed."

"A few small companies have already started. I heard of a line of
panties cut to fit male genitalia. Didn't want to look, felt it tempted
fate too much. Doesn't matter too much now." She sat down and carefully
crossed her legs to avoid squashing her new manhood.

My chest started to itch and I wondered is something was happening or
it was just a psychosomatic reaction to the thought of an impending
transformation. Then I felt it, a strange pressure in my nipples.

Jane saw it at the moment I felt it and gave a small gasp. Looking down
I could see my shirt tenting. My right hand flew to my left nipple and
I shuddered as the fabric of the shirt rubbed against it. My nipple was
huge by male standards. A female teat rather than the small male bump I
was used to. I felt the flesh under my hand push out. Breasts. I was
growing breasts. And I doubted they'd be A cup size. So this is the
future, a part of my mind thought, every adult, male and female, with
breasts.

I let my hand fall to my lap and we both just watched as my shirt grew
tight and gaps appeared between the buttons revealing smooth hairless
skin and a cleavage most women would die for. The feeling of my soft
breasts squeezed inside the rough fabric felt strange, but my nipples
were sending electric shocks to my brain as they pushed against my
shirt. I breathed in and thrust my chest out and the button under the
most strain popped off. Looking down now I had a clear view of my
cleavage. I was stuck with these heavy, sensitive tits. I knew if I had
a double mastectomy the nano-machines would grow them back in hours,
just like it did in women.

Almost perversely I could feel my cock stirring. The sight of these
lovely breasts was turning me on, but they were my breasts!

With shaking hands I undid the remaining buttons and pulled open my
shirt. I was all too aware of the shifting weights on my chest as I
took the shirt off. Looking down now I had to admit I had beautiful
tits. Full, very full, but not saggy, and topped by nipples that looked
like door stops surrounded by a large aureole.

"Are you okay?" Jane asked.

"I think so," I replied shellshocked, "It all feels very weird."

"I know. If it's any consolation, I know how you feel."

"Is this it? Just breasts?"

"Maybe for you," Jane said. "Maybe some people will be worse, maybe
some even better."

I felt itching below my breasts. "Oh God, it's not over."

Below my magnificent rack I felt two pinpricks of pleasurable pain. I
looked down, but of course, my chest was in the way. I looked up at
Jane.

"Sorry Paul, two more nipples."

I cupped my third and fourth breasts in my hands and felt them expand.
Within seconds they were spilling out of my grasp and they reached the
same magnificent size as my first pair. We waited in tense silence and
then I felt two more pinpricks below my second pair of breasts. I soon
had six huge breasts, the lowest pair resting in my lap, pressing into
my straining cock trapped in my jeans. My nipples stiffened, feeling
like miniature erections. My arousal was obvious and I felt ashamed.

Jane came over and clasped my hand in hers. "It's okay. I've been here,
remember."

I thought back to when I held her in my arms the night before. When she
had changed and her brand new cocks had gone off against me. Six bars
of hot erotic love pulsing against my skin. I wondered what one of them
would feel like pressed between my soft breasts. That pushed me over
the edge and I doubled up as I came forcibly. My cock spurting into my
underpants.

"Oh good God!" I gasped and my eyes widened. That wasn't my voice! It
was much higher, a girl's voice. My face itched and then hair, blonde
now rather than brown, fell in front of my eyes. "Mirror!" I squeaked.

Jane nodded and set off to search for one. I was transfixed by my arms,
the hair receding, reduced to the light down of a girl, my hands
slimmer and more refined. I opened and closed them. How would they feel
wrapped around one of Jane's lovely cocks. That snapped me back to
reality. Was that my thought, or was Panek's virus playing with my mind
as well?

The belt of my jeans was suddenly loose, but they stayed up, held in
place by my widening hips. I undid the belt as quickly as my shaking
slim hands could manage and pushed my jeans and sticky shorts down. I
couldn't see over my tits! My hand slapped between my legs, but I
already knew what I'd find. No cock, no balls. Just a furry mound with
a slit in it.

In a moment of clarity I knew that THIS was the one common thing all
transformed men would face. The loss of their manhood and the gaining
of womanhood. The opposite of what all transformed women endured.

Jane ran back into the room with a hand mirror. She stopped and stared
and I could see her eyes drop to my hand flat over my crotch. After a
moment, she tore her eyes away and self-consciously put the mirror into
my free hand.

I was afraid to see what my new face looked like, but I steeled myself
and looked into the mirror. My brown eyes were now also blue and seemed
larger. My nose was now smaller and - god help me - cuter. My mouth,
parted in shock, was fuller and sexier. My face still somehow mine, but
totally female and undeniably beautiful.

The mirror dropped to the ground and I looked up at Jane. Only then did
I realize I'd let my other hand drop from my pussy. Her sweater was
lifted up in four places like a circus tent and her skirt was bulging.
And from Jane's full lips a beautiful unresistable cock was pulsing. I
no longer cared if it was Panek's implanted desires or my own. I had to
have those cocks. All of them.

I walked slowly towards her, driven by my desires. Jane's own desires
held her in place. She wasn't looking at my face, I could see her eyes
flitting between my array of soft tits and the pussy between my thighs.
With each step I could feel the six sensuous weights on my chest
shifting, my long hair caressing my shoulders.

Jane reached out to me and put her hand on my shoulder. As I looked at
her I realized I'd lost a couple of inches in height. But then that was
forgotten as I leaned in for a kiss. It was very different than an
ordinary kiss, of course. Many boyfriends and husbands had stayed with
their transformed wives and girlfriends, and some of them had
maintained a sex life. But this wasn't a kiss between a man and a
transformed woman, this was a kiss between a transformed man and a
transformed woman. The very first.

I hesitated a second and then my lips closed on the spongy head of
Jane's tongue-cock. I had a cock in my mouth! And... and it was turning
me on, not disgusting me. I felt a throbbing between my legs. My clit
was tingling and my pussy was wet. I was a girl in heat! I moved my
head forward feeling Jane's tongue-cock fill my mouth. I sucked on it,
bobbing back and forward. We held on to each other as this strange,
thrilling kiss continued. I could feel her other cocks straining
against her clothes. I would get to each in time.

Jane gave a muffled groan and her tongue-cock started to twitch,
flooding my mouth with cum. Part of me was revolted, but it wasn't as
if it was a man's cum, I reasoned. For all her maleness, Jane was still
a woman to me. Would it really have made much difference if it had been
a man, that part of my mind asked. I did my best to ignore it. I
swallowed almost instinctively.

Jane was light headed from her orgasm, but I was thrilled to see her
other cocks hadn't gone off. More fun for me. I guided her to the floor
and pulled her sweater off revealing four more of her gorgeous cocks. I
grabbed two (her bottom left and top right) and started pumping. I knew
my hands were smaller now than before the change, but even so Jane's
cocks felt so big in my grasp. I took her top left cock in my mouth.
The second cock I'd sucked in my life! But not the last by any stretch
of the imagination. As I worked three of her nipple-cocks the fourth
pressed into one pair of my soft, sensuous breasts. I imagined myself
pressing my magnificent mounds around Jane's cock and giving her a tit-
fuck she'd never forget.

Her tongue-cock had turned back into a tongue and she could speak
normally now. "So good, so good!" she moaned. "I love you sucking my
cocks, Paul! Oh God! Keep sucking, slut!"

I felt a wave of lust at her words. I was a slut. A horny multi-
breasted girl worshipping cocks. I felt the cock in my left hand
twitch. Jane screamed as she came with all four nipple-cocks at once.
Cum splashed on my breasts and over my hands and again in my mouth
which I found myself gulping down again. I pulled back and looked at
Jane riding the wave of her orgasms.

The bulge under her skirt was still there. Was I going to do it? I
asked myself. Do the ultimate act that would prove my new womanhood? I
smiled. I knew I couldn't fight it. My pussy, yes, MY pussy was aching
to be filled. I needed it with every cell of my being. I reached up
under Jane's skirt and pulled off her underwear. As she had said it was
my underwear. Well, she had far more need for it than I did now. I
looked at the cock between her soft feminine thighs. Perhaps the
biggest of all six of her cocks.

Jane said nothing, she just watched me. She wanted this as much as I
did. She wanted to plunge her cock deep into the womanhood of the
beautiful woman in front of her. I moved slowly over her, letting my
own massive tits graze the top of her last cock as I did so. I
straddled her and lowered my pussy until it was just resting on the tip
of her straining cock.

I looked up at Jane and smiled. "Do you want me to sink your cock deep
in my pussy?" I breathed. "I'm so hot and wet!"

"Do it!" she panted. "I want to thrust deep inside you, fill you up
with my cum!"

I pushed my hips slowly downwards and felt the alien flesh of my pussy
parting as Jane's cock slid inside me. It was so different from when I
had been a man. Her cock was filling the aching need in me. It seemed
to slide a mile inside me. All the time our eyes were locked on each
other. I guess mine were as wide as hers were. Both of us feeling what
it was like for the opposite gender for the very first time. After what
felt like forever she was fully inside me. I lifted off again and
started to thrust.

My pussy was on fire and the sensations were rocking through my body. I
felt my four large breasts bobbing and shifting as I rode her cock and
with one hand caressed my soft tit-flesh. I was panting and moaning
like a woman in heat, which looking back, I was.

Jane put her arms around me and pressed our chests together. Between us
we have ten breasts, I thought. She rolled me onto my back and started
to pound into me in earnest. My mind was still struggling to accept the
changes. Just last evening I had been the one sliding my stiff cock
into Jane's wet pussy. Now I was the one with my legs parted, a cock
thrusting deep inside me. I was the one who could feel my lover's balls
slapping my butt with. I was a sex goddess and I was beautiful!

My orgasm was on me before I realized. It rolled and crashed over me.
Spreading out from my pussy and six nipples. My back arched and my
hands clenched as I moaned in absolute pleasure. Jane later said that
it was watching me cum that finally sent her over the edge. She slammed
into me as deep as she could go and then unloaded her cum deep inside
me.

And that was our first time. The first of many. I was the first
transformed man, but not the last. For many weeks Jane and I and the
mindless body of Panek were in isolation, but it soon became clear that
the new version of the nanoplague had escaped. The pattern went much as
before, except this time for men.

Now the world has to adapt. Very few people will live to old age and
escape being changed. In America denial seems to be the main strategy.
Most people think they'll be one of the lucky five percent who escape
the plague. Most of them are wrong of course, and at any time from
puberty onwards a man might find two or more heavy breasts pressing out
of his chest and his cock shrinking to give him a pussy or a woman
might find her panties suddenly tight from the massive cock she's just
grown.

But Jane and I are happy. We've waited a few years before starting a
family. Now that men are transforming too the human race's future is
assured. Children of transformed women and unchanged women have always
been born unchanged with the nanoplague dormant, they'll almost all be
transformed sometime after puberty just like the rest of us. And the
first babies born to transformed men and women seem to be the same. So
one day the son I'm carrying will probably have to learn to be a woman,
just like I had to.

It's crazy I know. But what the hell. It works.