Topic: Red Ring of Sexual Transformation

http://www.bearchive.com/~addventure/ga … 35453.html

Red Ring of Sexual Transformation (RRoST) has many branches that I encourage you to check them out for yourself using the link above.


I said I would post a branch so here it is for posterity. I'm actually combining multiple branches into a single narrative for this post to include as much relevant content as possible. The branch I'm leaving this post at continues much further, and in fact it's still ongoing due to the efforts of The Arrogant Nair and others. But I'm cutting this post off at the point before it turns into mostly mild TF that I'm generally not interested in. I'll leave a link at the end for those still interested.


Re: Red Ring of Sexual Transformation

Red Ring of Sexual Transformation
Unending BE - episode 135453

Jim picked up the red glowing ring and asked the clerk what the ring did. She answered back in a matter-of-fact way that it was the ring of sexual transformation.

"So I can change what exactly?"

"Anything relating to sex... So you can change sexual organs. Grow them, shrink them, multiply them, introduce new ones, take away old ones. Things that are considered sexual like breasts can be altered but only if the ring agrees the transformation will alter their sex, sexual arousal, sexual preference, or sexual performance will the ring complete the command. You pretty much just give it suggestions."

"So I can make that ladies breasts grow?"


"I can make that dudes dick grow?"

"Yes..." she said with a bit of sigh

"Give her another set of boobs? Change her ass cheeks into sensitive breasts? Make them lactate?"

"Yes, yes, and again... yes."

"What about changing that chicks finger to be a little dick?" Jim said with a sparkle in his eye. He always had a thing for weird transformations.

"Yuppers. Anything sexual. Not really a hard concept to understand"

"And speaking of hard, I can make someone's junk always hard? Or only when a certain something happens like a trigger phrase or object?"

"For the last time, YES! Now are you going to buy the ring or not? And if you say, 'not' please keep in mind that the only rule I am obliged to follow in your world is to not change the customers. Browsers are free game..."

"Uh, I guess I'll take it"

"That will be 47,000 krybolds.

Not really sure what the conversion rate on that was, he handed her his american express no limit card and hoped that covered it. Bankruptcy versus weird magical transformations was an easy decision to make.

She swiped the card in her machine, asked Jim to sign, and as soon as the digital pen finished its last stroke, the card dropped to the ground, the store vanished, and Jim was left standing in an empty store front under construction with the ring on his right index finger. He tried to adjust it or move it, but it was stuck there and glowing. He picked up his card, stuffed it in his pants, and looked around to see if he could test it on someone...

*Change some chick's finger into a cock


Re: Red Ring of Sexual Transformation

The sudden disappearance of the store he got it in was a minor concern, considering Jim had avoided getting transformed into something completely random and even got a magical ring out of the deal. It was definitely time to see what his new toy could do.

He headed to the food court and sat down with a soda, looking around for who should be his first victim. There were plenty of people to choose from, but the one Jim decided to alter was a brunette who looked like she was in her 20s, who was eating burgers with a guy who looked like a bodybuilder. Jim thought about the little finger on her right hand, and decided that it should also be a little penis.

The change was subtle. It was still a finger, and even had a fingernail. But just beyond the end of her fingernail, there was now a break in the skin... foreskin, actually. It seemed she could still use the hand to eat her burger without even noticing the change.

Well, Jim could fix that. The ring grew warm in his pocket, accepting the command to make the woman's cock finger get harder and more sensitive. Her finger thickened and grew stiff, extending slightly as the foreskin started to slide back towards her knuckles, retracting her fingernail with it.

This, she noticed, looking down to see what on Earth was the matter with her hand, then screaming and dropping her burger on the ground. The meathead she was eating with looked concerned, but she hid the her changed hand inside her purse and quickly ran off towards the ladies' room. As a parting gift, Jim decided that her penis finger wouldn't calm down until she sucked it off, and the warm glow of the red ring confirmed that it was so.

But Jim was only getting started. For his next modification, he decided to...

*Give somebody a very large and erect penis, perhaps not where it is supposed to be

Jim spies a girl maybe in her early twenties, light blond hair, smallish B-cups, average build. She is wearing a lowcut v-neck shirt and a skirt even though there really isn't anything to show off in Jim's opinion.

Jim concentrates using the ring and the girl's, let call her Samantha, nipples became hard. They then started growing straight out at a pretty impressive pace. Once they were about an inch long the uncomfortable sensation grabbed the girl's attention. As she looked down she could see her nipples continue to grow. They were now about 3 inches long and about an inch thick. She had to get them uncovered, her shirt was too restrictive. Not caring where she was, she pulled her neck line down exposing her nipples to the world as they continued to grow. About 10 seconds later they had grown to 8 inches long and the tips had mushroomed out to look like 2 very erect penises attached where her nipples used to be. She touched one after the initial shock wore off and was rewarded with one of the most pleasurable experiences of her life.

*Make a whole table full of cheerleaders grow additional breasts.

Jim turned his attention to a table with five high school cheerleaders sitting at it. They were sharing a pizza and chattering excitedly, but Jim didn't care at all what they were talking about. Starting with the one furthest from him, a tall, thin blonde, he decided she could use a third breast, right between the other two. The ring grew warm, and he watched as the girl began to squirm, shifting uncomfortably in her seat as her C-cup breasts were presses apart and strained against her tight uniform as her third breast rose into place between them. She quickly noticed what was going on, and crossed her arms over her chest to try and hide it.

The blonde kept her friends from noticing, but soon enough they would have their own problems. Jim turned his attention to the cheerleader next to her, a cute asian girl who was probably only 5 feet tall and practically flat chested. The obvious thing to do would be to make her boobs swell up like soccer balls, but Jim wasn't feeling obvious right now. No, he left her AAs as they were... and just added six more flat little breasts in pairs trailing down her chest and onto her inner thighs, and then made them extra-sensitive as a bonus. The asian girl started blushing with arousal, but Jim couldn't tell by looking whether she understood why.

The next cheerleader had her back to Jim, so he could really only see that she was a brunette. She had her hair in a ponytail and was wearing large, dangling earrings, which jiggled under her earlobes when she moved her head. This inspired Jim, and instead of putting more breasts on her chest, where nobody would see them, he decided to target her earlobes instead, turning each one into a tiny, hanging breast about the size and shape of an almond, with a little white-brown nipple at the bottom. The girl's ear piercings were now right through her earlobe nipples, and every time they jiggled her earlobe breasts dripped a tiny bit of milk.

The brunette didn't notice her new earlobe breasts or the milk dripping from her earrings, and by now the first two girls were too busy with their own changes to notice much of anything else. The next girl in the circle, however, she was staring at the brunette like she'd grown- well, rather like her ears were dripping milk. Something was going to have to be done about her right away.

Jim's new target was about 5'6", with curly black hair and huge D-cup breasts. Jim started by shrinking them to B-cups, which caused her low-cut uniform to deflate suddenly and threaten to expose her nipples. That got her attention, and brought her hands straight to her chest. He then commanded the ring to expand them back to C-cups, which elicited a cry of surprise from the girl. But Jim wasn't done. Without changing their size or shape, he turned her buttcheeks and shoulders into breasts, and made the back of her head also become a breast, with a little nipple barely visible beneath her curly hair on the opposite side of her head from her nose. He made all of her breasts a bit more sensitive as well. Still feeling ornery, he decided to finish her off by switching the milk glands in her original breasts with her bladder. She wouldn't know until she needed to pee, but while all of her other breasts would still have milk in them, her nipples on her original breasts were now urethrae and would leak urine when she needed to go. Above her pussy, in place of her original urethra, Jim gave her a new nipple, then commanded the ring that she should need to milk that nipple for about a pint of milk every day.

As for the last cheerleader, she had bright red hair and pert C-cup breasts. She was teasing the blonde girl for trying to cover herself, and probably thought that the other girl was just trying to cover a wardrobe malfunction. Jim decided to give her a taste of the same and then some, adding five more breasts to the front of the redhead's chest. The blonde had been able to cover her third breast, because it was only one more and it was in a straight line, but the new breasts Jim gave the redhead were not only more massive in total but also spread across two new rows going down the girl's front. Her uniform tightened dramatically, then burst at the seams, revealing her seven generous breasts to all the world. The girl was obviously mortified, so Jim decided to cut her a break. He ordered the ring to make her discover that she was an exhibitionist, and almost laughed as she started rubbing her breasts together with her hands, still clearly embarrassed but too aroused to care.


Re: Red Ring of Sexual Transformation

*Jim decides to make strange changes to other people.

Jim watched the antics of the cheerleaders for a little while before growing bored once more, and began to look around for more victims. He was in a decidedly odd mood, the power of the ring causing to have some very weird ideas, each stranger than the last. There were lots of people in the area, most of them absorbed in their own business, which was mainly either conversation or eating, or in some cases, both simultaneously. No one seemed to really be paying much attention to the cheerleaders who were making quite a lot of noise about their changes, possibly because of the overall high background noise of the busy food court, possibly because of some magic of the ring.

After a moments study he had spotted a number of likely candidates for his 'special' enhancements, and spent a little while working out exactly what to try next. Eventually he mentally flipped a coin, picked the first ones out, and began.

The next one to be changed was a tall dark haired young man who was locked in a pretty intense kiss with a very good looking blond a few tables away. Jim concentrated, and after a few seconds the blond looked surprised and pulled her face away from her boyfriends, as she had felt something strange about his tongue. As she let it slip from her mouth her eyes widened in horror and she put a hand over her mouth, staring at him wide eyed. He had just realised that his tongue felt different when he saw her expression, and he tried to ask her what was wrong. The words came out very garbled and he raised a hand to his mouth, stopping in shock when he felt something protruding from between his lips, something that wasn't normal. Frantically he felt himself while trying unsuccessfully to speak, until his girlfriend shook herself out of her surprise enough to pull a mirror out of her purse and hand it to him.

Raising it to his face he stared at horror at what Jim could already see. Sticking several inches from his mouth and wobbling around as he tried to speak was a stiff smooth cylinder, which after a moment he recognised as a misplaced and hideously enlarged nipple! Sticking his fingers into his mouth he felt around and realised it had replaced his tongue. He didn't have any muscular control over it, it simply flopped around a bit, and as he felt it the thing became more rigid, protruding even further from his mouth with a very erotic sensation.

His girlfriend was watching him with amazement and disgust, equally mixed. Jim was watching both of them, trying to keep his expression blank and not draw attention to himself. A minute or so passed while the young man tried to come to grips with his weird change, before Jim decided to help things along a little and focused his attention, and that of the ring, on the fellow's girlfriend. Her expression suddenly changed from amazed and disgusted to amazed and lustful, and she leaned forwards and kissed the huge mouth-nipple, before slipping her mouth over it until their lips met. The expression on the face of the unfortunate boyfriend was really funny, and it got even funnier when she began to suck on his nipple-tongue. His expression crossed the line into undescribable when he felt milk flow from somewhere deep inside him out of his mouth nipple into her mouth.

She suckled for a few seconds, released his nipple from her mouth, and pulled her face back. Smiling at him she watched as a few drops of milk dribbled from his misplaced nipple and dropped onto the table. He simply stared in disbelief at her, as she wiped it with a paper napkin, then kissed him on the cheek.

The blond stood and tugged her bewildered boyfriend to his feet. Leading him by the hand out of the food court while giving him a suggestive look, she failed to notice that she now had a pair of large breasts pushing out the back of her sweater, twins to the ones on her chest, although Jim privately smiled at the sight. Her boyfriend looked around in helpless disbelief at the situation, his mouth-nipple beginning to droop and pull slightly back into his mouth, slapping him on the cheek when he turned his head too fast. He didn't know, although Jim did, that it would never entirely retract, always slightly sticking out past his lips.

Watching them until they turned a corner in the distance heading for the exit, Jim once more turned his attention to the people around him. Picking the next one on his list, he decided to

*Something else

Jim decided he was on a roll. He had picked a mouth changing theme and wanted to stick with it.

He spied another couple kissing near the balcony overlook. With a little concentration he managed to replace the guys tongue with a penis. An obvious choice but Jim was sometimes an obvious kind of guy. He managed to add a little trick to it though. He decided to make it a good two feet long but still about an inch thick. He also gave the guy the ability to retract it fully and somehow it retracted into his throat with the tip just behind his front row of teeth.

The guy coughed when his air passage was blocked by the enormous snake which immediately sent the two feet of cock through his opened mouth at high velocity directly into his female counterparts mouth and down her throat. This caused big eyes and shock from both of them.

The guy recoiled and took his hands to his face. He tried to sort of shove it back in which didn't work so then he tried to pull it out. The moment he tugged it sent pleasure waves throughout him and caused his new rod to stiffen.

Jim saw the girl was about to scream at the sight and the guy would be if he could make any sounds with the thing blocking his mouth. Jim's quick thinking changed the woman's mouth and throat into a giant throat vagina contraption. She still had teeth so it looked normal from afar, but no vocal cords or anything. If you looked inside it would just be a giant tube. Perfect taking "deep throat" as it were.

*Grow a breast in the middle of each hand of the 30-something businessman a few tables to the east

The business man a few tables to the east barely noticed the change as his palms got a little plumper. As he reached down to get his fork he noticed he had a little trouble picking it up. Instinctively he looked down as his hand and just stared at it. By now it was looking like he had a horrible allergic reaction to something. Everything was normal except his palm which now had a curve to it making it stick out a couple inches from where it should It still looked like a hand though. He turned his attention to his other hand to compare and both were having the same reaction. He looked himself up and down to make sure nothing else was ballooning and as he was doing this, two small nipples appeared on his palms and all the wrinkley lines smoothed away.

He looked back down and audibly gasped as he saw them both blow up rapidly to at least D cups which while small for this site's standards, was gigantic for a hand! He used his fingers on the left hand to poke his new right-palm-boob which immediately caused his penis to stiffen and shoot a load in his pants leaving a big wet spot for the world to see.

*Turn the testicles of the three arguing teenage boys to the west into E cup breasts


Re: Red Ring of Sexual Transformation

Jim looked around the mall a little more with his corrupt absolute power and locked his gaze upon 3 arguing teenage boys near the west end of the mall, by the ice cream shop... You know the place.

One looked a bit older than the other two, maybe 18 or so. The other two looked like they were maybe 16 or 17, it was hard to tell. He concentrated on the two he assumed to be younger as the transformation swept them. He didn't know or care what they were arguing about, but suddenly the argument turned one sided as neither transformed boy said anything. They both were looking down at their pants that looked fuller. Not tented like they were used to during their earlier highschool years, but just more filled out.

He could only imagine that they excused themselves to go to the bathroom as both of the boys walked a bit awkwardly towards the restrooms. The third as of yet unchanged boy followed still not knowing what was going on, and still yelling. I guess arguing for the sake of arguing as they do.

Both the younger ones would soon discover that their balls had been replaced with 2 giant lactating breasts. Each easily the size of a cantaloupe and very spherical and firm. A perky little nipple was on the "face" of each one pointed away from them and towards whatever undergarments they were wearing. It was clear from observation that they were leaking something other than milk when they dropped their pants and found one large wet stain on their boxers.

Immediately after dropping their underpants the smell of cum was unmistakable and you could still see a small trickle coming out of each nipple.

The third older boy however got a different transformation. Jim decided to...

*Replace the entire penis with something else, transplant it somewhere else perhaps somehow differently, or remove it altogether

The two somewhat younger ones had dropped their pants only to discover giant cantaloupe sized perky breasts firmly and freakishly hanging where their balls would normally have been. On the face of each one was a small nipple that constantly leaked cum which should make pants selections difficult.

Jim then turned his attention to the older boy who was just starting to leave his sight to go follow the two other boys into the bathroom. He was unaware of their changes, but would soon have changes of his own.

With mild concentration he was able to move the guys penis from where it was supposed to be to the top of his butt like a stubby tail. Not knowing if it would work or not he also gave him a psychological change that would make him spurt cum obscenely from his tail-cock whenever he was excited, scared, or otherwise excited much like a dog would wag its tail.


Re: Red Ring of Sexual Transformation

*Some other transformation to some other person

As Jim looked around, a gorgeous young woman walked by him. She was 5'10 with firm C-cups in a tight pink sweater, a nice ass in a tight gray mini skirt, and long legs. She was chatting on cell phone.

"Wow," she said to whomever she was talking to, "some people really need to use a mirror before leaving the house, or at least use a stairmaster. Too many fat women thinking their fat asses look good in skinny jeans.

Jim smiled. The ring warmed up, and...

*the woman's rectum grows a clitoris

Jim smiled, the ring warmed up. The woman did not realize it yet, but she now had two more clits. One in her throat and one in her rectum. Now every time she swallowed, she would receive sexual stimulation. Also every time something when in or out of her rectum, she'd become aroused. Jim also made sure all three of her clits were extra sensitive.

Jim then...

*followed the woman to the food court

Jenn, the lady he had just modified by giving her an extra sensitive clitoris in her throat and rectum, headed towards the food court. She got some fast food chinese (which is never good) and sat down to have a quick lunch. She took the first bite of her food and it send a shockwave of pleasure through her. She knew it wasn't the subpar food, but thought it was definitely strange. After 2 more strange bites, she had a mini orgasm.

Jim tried his luck to see if the Ring worked on food too. He concentrated and her eggroll transformed. However she did notice because it was obvious. The 6inch eggroll became a foot long slowly growing outwards, and the tip of it formed into the head of a penis. It was still an eggroll, but it looked like a giant deep fried dildo. Something came over her and she just had to eat this eggroll. She picked it up slowly like it was radioactive or gold and started to shove it tip first down her throat. She started sucking on it and moaning like it was a real dick with each thrust giving her immense pleasure.

*Replace a girl's pussy with a very hungry mouth


Re: Red Ring of Sexual Transformation

Jim catches sight of a girl eating in one of those circular bench tables alone. She seemed busy on her laptop while eating her fries. Jim thought that this was the perfect opportunity for his next trick. Jim focused on the girl's pussy.

In her pants, her slit turned on its side and the lips grew plump as the slit became her new mouth. She felt the need to feed it with anything. Almost without thinking, she unbuckled her pants and stared at her new mouth. She stuck its tongue out and then tried to speak out of it. "Testing? Wow, wait what the hell happened?" Then her stomach rumbled. She thought about the new orifice. She then put a fry in it and chewed.

Content with the new change, she at with it as she continued to work on her laptop.

*Change the girl more.

Jim decided that having two mouths was too many for her. He figured that if she had that mouth down there, she wouldn't need the one up top. So he focused on her, and her head sank into her body, and was replaced with a large pussy between her shoulder. However, with her face gone, the girl with the laptop could not see. She panicked, saying,"Oh man, who turned out the lights?!" Thinking quickly, Jim...

*Changed her nipples to eyes

Jim quickly focused on the girl's nipples and transformed them into eyes. Almost instinctively, the girl reveals her chest to see her laptop. "Oh geez. This is not good." She said blushing, her privates and breasts hanging out in plain view. She tried not to call attention to herself as she started packing up. Her vision was bouncy and difficult but she managed to get packed up to leave. Jim smiled widely at the response.

*Jim gives her a misplaced dick.

As she was walking away, Jim made another change at her expense. Right above her mouth which was nestled in her groin, a large cock and balls burst grew out. It grew to just shy of a foot long. Meanwhile, her large balls covered her mouth, muffling her alarmed response. "Mmmpmppmhph!" which roughly translated to, 'Bah, I can't get these balls out of my mouth'. Then another burst of speech, "Mmhm mph mpphmpmmm!" which mean, 'Oh no, now this is making my dick hard!". Which was true. The sensations she was making had caused her to become erect. Her hardened dick rubbed against her belly as she made her out of the mall, her free hand cupping her balls so they wouldn't get in her mouth.

Jim then decided to...

*Follow the girl

Jim followed the girl who was leaving the mall rather fast wanting to do a couple more changes before she left.

He concentrated and her breasts started to swell from sub-average to unbelievable porn star proportions. Her nipple eyes started to grow further out and apart as her breasts grew to a foot in diameter each. Her pace slowed to a very slow walk as Jim made her new breasts very spherical so they stood proud on her chest and then made them extremely bouncy. With each step her vision became blurry.

*Fill the tits on that barista with milk


Re: Red Ring of Sexual Transformation

RRoST: Milk Time
Unending BE - episode 947042

Jim concentrated on the barista behind the counter at the coffee shop. She was a little shorter than average, blond hair just past her neck line, an average but slim build and donned in uniform with an apron.

Jim thought it would be fun to fill her breasts with hot milk that sprayed out in sync with the machine she was operating. First however those mosquito bites she currently had needed some upgrading. Jim concentrated on the girl and within seconds visible mounds were pushing her apron away from her stomach. She let out a slight shriek as she noticed the growth. Her breasts continued to grow, nice and round, underneath her uniform. Jim then used the ring again. He could not see any change but her breasts became much heavier filled with hot steamy milk, slowly dribbling out her nipples. One of her coworkers pulled the lever for milk on the machine and she let out a much louder shriek as the front of her uniform became wet and her entire torso became very warm from the hot milk that escaped her tits.

*Jim changes her coworker and gives her a gigantic dick

The blonde barista shrieked as her much enlarged breasts were now leaking hot milk. Unaware of what was going on, a brunette barista in a similar apron and uniform over black leggings, behind the counter gave her a puzzled look.

"You alright, Lindsey?" she asked.

"Umm...ya!" the blonde replied, not wanting to let on what was happening to her. "I think I'm going to take a break now, Corine!"

But as she turned to leave the counter area, she felt her breasts growing again. Her A-cup bra could no longer stand the strain, and snapped apart under her uniform. The rapid growth of her breasts soon were popping the buttons off her blouse, and it also shredded apart, causing them to further strain her apron. Soon, the shoulder straps of of the apron also gave way, and Lindsey's now massive breasts spilled out of her top, now sporting large areola as well. Lindsey whimpered as she tried to cover her stripper-sized boobs.

Meanwhile, Corine secretly (or so she thought) giggled to herself at her co-worker's plight, and slyly pulled the lever on the milk machine again, causing a large amount of hot milk to spray from her helpless co-worker's tits.

This did not go unnoticed by Jim, as he now concentrated on Corine. She pulled the lever of the milk machine once again, only for it to not have any effect on Lindsey this time. As she pulled the lever down once again, suddenly Corine felt a strange feeling sweep over her, and a heat in her groin. She involuntarily spun around to face the courtyard, leaning back on the counter as she grabbed her crotch.

"Ohh god...what's...happenning...to...meeee??" Corine grimaced, as she felt something stirring in her groin.

Pulling her hands away, she also shrieked as she watched a huge bulge form in her leggings, as her vagina was replaced with a huge cock & balls. Her new dick began to rapidly grow erect, ripping out of the front of her leggings as it grew to 18 inches in length and 3 inches in diameter, over top of testicles the size of grapefruit. Highly distraught, Corine reluctantly grasped her huge new cock in shock at what had happened to her, while Jim planned his next move.

*Something else

"And don't forget the shots" said the girl in line, blonde with plump red  lips and smart glasses.

"Yes ma'am" said Corine, and without thinking she began to stroke the coke can shaft of her huge new cock with both hands. It got rock hard and silky smooth and Corine started to blush as she got close to cumming. "What flavor again?" she asked the girl.


Corine began to pump harder, making eye contact with the blonde in line. She imagined her tight toned body and her pert tits and wondered what color her nips were. She followed the blonde's body down to her hips and a nice bubble butt in yoga pants and began to pant before she came loudly. She jerked out a chocolate shot into the cup and handed it to Francesca, who started massaging her nips to stream hot milk into the cup.

"Excuse me," said the blonde, "I said four shots."

Corine looked at Francesca for the cup and a little help. Francesca knelt down and started fondling Corine's huge grapefruit balls, one in each hand. Corine was stroking her shaft again more desperately this time because she felt she'd gone dry.

"Uh, um, excuse me ma'am"

"Yes?" snapped the girl.

"Our policy dictates that if a customer requests too much, they have an obligation to help"


Re: Red Ring of Sexual Transformation

*Someone sprouts a dick where it shouldn't be

Jim was spinning the Red Ring of Sexual Transformation around his finger looking for someone else to mess with. He then spotted Bridget, a young woman, pretty average frame and looks. But what he noticed most was that she was wearing some very low cut jeans, the crack of her ass barely visible. Jim thought this would be perfect for what he had planned. He thought carefully and just above the woman's ass a growth started to appear. Like a dog's tail, the new appendage grew up and out with a slight curve. At the end of the new tail, a familiar mushroom shaped head appeared. With every step of the woman, the dick-tail wagged side-to-side with her hips.

it finally stopped growing when it was about 10 inches in length and about an inch and a half in girth. It was erect because Jim had wished her to be slightly horny during her transformation. She would get quite the shock the next time she went to sit down, and he wondered how she would try to conceal it while flaccid. Slip it between her ass maybe? That was for her to figure out later.

He smiled and continued to scan the mall with his eyes for his next victim...

*Jim continues to grow dicks in places they shouldn't be

A couple of tables away from Jim, a pretty and petite woman who was eating by herself. She was eating a club sandwich and was fairly oblivious to all else around her.

"Perfect," Jim muttered under his breath.

He concentrated on her nose, then watched as the magic took effect. The woman was raising the sandwich to her face when the change took place. Her nose began to extend horizontally from her face, growing so long that it pushed the sandwich away from her mouth. The woman watched in shock as her nose continued to grow and thicken, all while distorting into a cylindrical shape.

Once her nose was a good eight inches long, jutting obscenely from her face, it fell limp, smacking her on the lips. It then began to take on it's true shape. All former appearance of her nose vanished as the tube of flesh on her face molded itself into a thick eight inch cock. As well, where her nostrils would have been situated, two bulbous growths pushed out. They grew at the base of her new dick, and with an inaudible 'plop' her pair of testicles appeared on her face.

The woman didn't know what to do. She panicked and used both of her hands to hide her new penis, pinning it to her face as she rushed to the restroom. Jim laughed to himself, having already decided what he was going to do next...

*Grow more dicks where they should not be

Jim looked to the next unwilling victim of his pleasure. He focused on a pretty face brunette with short hair and around C-cup breasts. The ring glowed as the magic transformed her. Suddenly, the girl tried to hold her mouth shut, but her tongue just kept extending from her mouth. And gained a bit of girth before becoming what it was meant to be. She tasted something salty come from the tip of her new tongue. Her dick stuck out of her mouth like a beacon. She panicked trying to cover her mouth, only to have it cum on her food. She was embarrassed and ran off with her food. Jim snickered at the success of this change.


Re: Red Ring of Sexual Transformation

*Jim decides he wants to change.

Jim decided that after having changed so many people in so many fun ways, it was about time he treated himself too. Jim had always liked the pictures of futanari, or dickgirls, and now that he had the power to change anyone's shape, he would turn himself into one! He focused on himself and felt the magic take over.

His body slimmed down, trimming most of the fat from his body, then he grew to a respectable six feet tall. His hips pushed out as his sides were sucked in slightly, and his thighs plumped up. On his chest, two perky D-cup breasts formed with thumb sized nipples, and his butt took on a pear shape. His facial features softened, his eyes turned blue, his hair turned dark red and was done up into a ponytail, and his lips became soft and plump. Lastly, his dick grew to eight inches long flaccid while a new tight pussy formed beneath his/now her balls. Once all was said and done, Jim had changed into Jen, a smoking hot redhead with huge rack and an even bigger secret hidden in her pants.

She even changed her clothes too, adopting an androgynous style or slim pants and a loose v-neck that showed of a modest amount of her cleavage. She even made a lip ring appear on her bottom lip, for added flair.

When Jen was satisfied with her new looks, she leaned back against her chair in satisfaction, ready to choose a new target...


Re: Red Ring of Sexual Transformation

*More unorthodox dick placement

Jen looked over her shoulder and spied a pretty blonde who was wearing a tube top that just barely concealed her massive H-cup breasts. She was currently eating an ice cream cone, trying to eat it before it melted. A part of it dripped onto breasts, where she used her finger to wipe it off her chest and lick it up. Jen couldn't resist playing with the unknowing woman, and so she focused her thoughts on her impressive chest. Jen could see a sizable portion of her breast flesh that showed through the tube top, and watched as the skin took on a slightly darker hue, while veins started sprouting randomly. He breasts then began to wrinkle, like they were shriveling up. But they most certainly weren't, for something was happening on her sternum at the same time. Right between her 'breasts', where her sternum met the clavicle, a large lump was pushing out. It bulged slightly, then shot out without warning as a massive penis sprung forth from her chest. It knocked the ice cream out of her hand, and caught the woman totally off guard. However, what happened next surprised even Jen. Instead of freaking out about now having a giant dick and balls instead of breasts, the woman only seemed slightly embarrassed at baring her dick head in public. Instead, she calmly tucked her huge dick down into her tube top, between her massive ball/breasts, and continued on her way as if it were nothing. Perplexed, Jim changed another woman, turning her mouth completely into an anus. She, like the others, found her strange new change, and ran away in embarrassment. The only thing Jen could surmise was that, maybe, some people were more adaptable than others. Or didn't care, she guessed. Jen just shrugged and passed it off as a one time thing, and made her next move...

*More odd phallic changes

Jen, the new futa, decided to continue changing people oddly. Jen saw a young teenage couple walking hand in hand. They weren't paying much attention to anything but themselves, making them a perfect target. The guy was about 5ft 10in, average but not large build, and was wearing a standard pair of blue jeans and a t-shirt with a generic logo on it. The girl was a few inches shorter with mosquito bites for breasts wearing a low cut top that really didn't expose much of anything, and a medium length skirt that flowed down to her knees and swayed as she walked.

Why not give the gift of futa Jen thought. And with that, she concentrated on the ring as the girl's breasts expanded to volleyballs in size and shape. A penis grew quickly and within seconds the flaccid head was visible dangling out of her skirt.

*Jen changes the girl's boyfriend into a futa as well

Jen decided that the girlfriend shouldn't be the only one to have some fun, so she changed the boyfriend as well. His face softened and became cuter, and she added a little pout to her lips too. His body reshaped, taking on new curves as his clothes stretched desperately to conform to his/her new body. The former man cried out in shock as her already tight shirt burst open as two large breasts grew on her chest. Her girlfriend noticed too, and watched in terror and interest.

The boyfriend's pants were the next to go, the zipper being pushed off as her dick grew too big for her tight pants. It flopped out and hung out there in the open. Both of them, studied each others changes for a second, the man now turned futa, and the woman with her increased bust and over sized prick, before the girlfriend took her partner by the arm and rushed to the restrooms, less out of fear and more out of excitement.

Jen chuckled, watching the boyfriend, her face one of surprise and embarrassment as he was pulled away by her eager girlfriend.

Next, Jen wanted to...

*Morph some of the store employees


Re: Red Ring of Sexual Transformation

Jen walked down one of the well lit and very open corridors lined with shops of all kinds. She walked slowly down the hall causing all sorts of reactions from the other shoppers walking around as well. Her gigantic breasts drew the attention of nearly everyone and those that stared long enough to see the bulge below had mixed reactions to say the least.

Jen didn't pay them much attention, for now. She had all the time in the world to do whatever she wanted. And right now she wanted to change some of the shop keepers.

She stopped infront of an old looking store that sold some books, greeting cards, and little trinkets. The middle aged man running the counter seemed friendly enough but bored out of his mind. He was idling spinning a ballpoint pen on the glass checkout counter's display cabinet as the 2 or 3 geriatrics in the store bought what they thought their grandchildren would think was cool but was most definitely not.

Jen concentrated on the store clerk, Brian, and decided that a bombshell of a girl out of a porno set in a library might attract a younger clientele to the store. Brian continued to spin the pen as his short brown hair started to grow out of his scalp at an alarming rate. As it grew down past his ears is magically grouped itself together in the back and formed a pony tail. At this point it turned into a platinum blond colour as it continued to grow down to the middle of his back. His face softened as some makeup applied to it, and his lips puckered out and reddened. A pair of rectangular lens glasses made their way onto his face without him noticing either.

He was sure to notice the next part of the transformation so Jen used the ring to take away his voice temporarily. After that it took only seconds for him to grow a pair of boobs larger than his head. His jeans morphed into stockings with a micro skirt on his now bigger ass. His stomach and waist sucked inwards as his hands, arms, legs, and feet all feminized. A pair of 6inch heels replaced his trainers as he dropped a foot in height leaving him 6inches shorter than he was a second ago. When Brian felt the cooler air on his legs and his vision blocked by a huge pair of breasts, his first instinct was to scream, but nothing came out. He started moving his arms about wildly, none of the patrons noticing a thing yet.

Jen wished that he would seem calm and normal to the outside world and unable to act differently then he was supposed to while at work. She then restored his voice and the new bombshell that was Brian took her place at the register and slowly licked her lips as she stood proudly jutting her chest forward. It didn't take more than 20 seconds before a couple of horny guys that spied her through the glass mall divider windows started wandering into the store feigning interest in the store's items while ogling her.

*Jen continues down the row of stores making more changes

Jen continued down the row of stores and stopped when she was infront of a pet store. She spotted one of the female workers feeding one of the pet bunnies in one of the stores' center cages. Jen used the ring and the lady's ears moved to the top of her head before growing long into bunny ears and covered with soft white fur.

The girl's exposed midriff was perfect as a small puffy tail appeared right above her ass. For good measure, Jen expanded her bosom amply to about volley-ball sized. Her now too tight t-shirt formed into the same material as her white tail and ears, shortened into a bikini style top.

*Jen continues to another store

Jen walked to almost the end of that particular mall hall, and saw one of the daycare centers directly across from the playground thing that parents often dump their kids off into. Jen decided to make a sweeping change to the center, mostly just to see if she could.

She concentrated on the ring and wished that anyone working at the mall's childcare center would grow breasts at least 2 foot in diameter and very spherical upon entry of the store that would not go away. They will then fill with milk and lactate profusely.

*Jen continues to loop back through the mall making changes to anyone she wants


Re: Red Ring of Sexual Transformation

Beauty Salon of Horrors
Unending BE - episode 988814

Jen made her way to the expensive beauty salon in the middle of the mall, eager to cause some much desired mischief. She didn't mind the looks she got as she made her way across the mall, in fact she embraced it, enjoying the feeling of so many eyes ogling her body, and especially liked the shocked expressions (most of all the ones from the women) at her sizable 'gift'. She knew she was hot, and it filled her with a confidence she had never really experienced. It was a nice feeling.

Jen stepped into the beauty salon, which due to their high rate of excellence usually attracted only the most beautiful or vain women in Jen's town. When she walked inside and got a look at the place, it was exactly as she had expected it to be, lots of fancy skin products she never heard of, pictures of models, and marble floors. Inside were a little over a dozen women, with several more in the back (i.e. massage rooms, etc).

Before Jen went up to the receptionist, she used the ring to cast an air of normalcy about the shop. Anyone who was inside the salon wouldn't notice anything out of the ordinary, but nearly as soon as they left the changes would become obvious to the person.

She walked up to the receptionist, a pretty brunette with blue highlights in her hair, and requested a manicure, so that she could observe the salon without looking suspicious. The receptionist said she was in luck, and that a table was open for her, which she was immediately led her to. As Jen took a seat she was greeted by a very pretty looking Asian woman with a petite figure.

Before Jen placed her hands on the table for the manicurist, she morphed the girl's mouth, as she didn't want to have to talk and transform at the same time. The girl's mouth extended outward and began to blend together. Two bulges appeared beneath it, and soon after her mouth had been changed into a flaccid seven-inch dick and balls.

Now unable to speak, the manicurist simply went to work on Jen's hands, while Jen turned her attention to the other customers...

*Change the women getting facials

Jen looked over to her right and saw a bunch of pretty women getting facials. Several of them had facial masks on, while two other women where having their faces scrubbed and cleansed. Jen focused on the women with the masks on first. The ring glowed with power as she made the changes to the unsuspecting women.

At first, nothing was readily apparent and the women looked normal, with the exception of the face cream covering their features. Then one of the salon employees came over tot he women and started removing the masks. She wiped it off of the first woman, revealing her smooth face, then she easily peeled it off of her head, revealing smooth bare skin beneath it. The stylist then held the woman's face in front of her blank head. The face of the woman opened her eyes and smiled.

"Wow, I look so soft and smooth, no wrinkles at all!"

"Mhm! We aim for perfection after all. With his treatment, we smooth out the face like magic!"

"Lovely! So now what?"

"Well, now that the treatment is done, you'll need to keep your face off for about an hour, otherwise some of the work will be undone."

The woman's face less head nodded, picked up her purse and face, and walked over tot he counter to pay. She did, placing her her face on the table as she took her wallet out and paid the receptionist. About thirty seconds after she left the store, the woman screamed in shock at having found her face detached from her body. She dropped it and her purse and began flailing about madly as she tried to find her face on the ground. She took one wrong step in her high heels and fell butt first on her face, covering it with her knee length skirt. Awkwardly, she stood up and it was evident her face was missing.

The faceless woman hiked up her skirt, revealing that she had not been wearing panties. This also revealed that her face was now attached between her butt-cheeks, and her large pear shaped ass squeezed her cheeks gently. She reached around and confirmed this for herself, and once she had, she shambled/ran out of the mall in abject horror. The same had happened to the three other women who had gotten facials. They each picked up their faces and left the salon like nothing happened. it was only once they had left that they notice the changes.

One of the women, who had been wearing a top that revealed her midriff, ended up putting her face on her stomach by accident. Another put hers on upside down, but at least got it on her head. The last girl, much Jen surprise, managed to get her face on correctly. That wouldn't do, though, so she vanished the girl's head entirely, and placed her eyes above her cunt instead.The girl walked away, unsure of what to do.

Jen then turned her attention to...

*Change the women getting their faces scrubbed


Re: Red Ring of Sexual Transformation

Jen returned to the two women who were getting their faces scrubbed. Two employees had just finished rinsing of their faces and were now in the final steps of the process. The woman on the left could have been a model, with porcelain skin and light blonde hair, and her body was thin and curvy. The other woman looked more like a pornstar, with huge jiggling boobs, jet black hair with pink highlights, a multitude of tattoos across her body, and piercings here and there. and They each peeled the faces off their respective customers and placed them flat on their work tables. The customers didn't say a word, merely enjoying the experience and commenting on how great of a job they were doing.

Next, the employees leaned their clients faceless bodies back and took off the customer's pants and panties, exposing their pretty legs and naughty bits. The blonde's pussy was tight and neatly shaven, while the raven haired woman's had multiple ring piercing's on her labia as well as a clit ring, and was much larger and looser than the blonde's. They then spread the women's legs apart and explained the treatment.

What they would be doing was a "rejuvenation method" that made the client feel as though she were almost a whole different person. It was new, exciting, and most of all, exotic. What they were going to do was rearrange and trade some parts with each other, giving them a fresh and new look. Both of the women's faces smiled in glee and waited for the employees to begin.

They went both placed their hands on their client's vaginas and began to massage around them deeply. After a few moments of this, their fingers sunk into the skin a bit before they pulled them off and placed them next to their respective faces. As before,there was no blood, only a blank patch of skin were the genitals had been. They then repeated this process for each woman's anus as well, peeling them off and placing them on the workbench.

Next, they picked up each woman's face. The blonde woman's face was placed in the crotch of the black haired woman's, a tattoo stating "SLUT" tattooed right above her eyes. The black haired woman's face was likewise placed on the blonde's crotch, her face fusing seamlessly to the groin. The employees then took the woman's assholes and placed them on the black haired woman's body, which now contained the blonde woman's face. They placed both of them between her butt-cheeks in a straight line. As for the black haired woman, her original pussy was placed in the middle of the blonde woman's old face, and nearly covered her petite face entirely. The other pussy, the blondes, was placed where her anus had been, the small pussy squished by the blonde's tight ass.

When it was done, both women remarked on how new and exciting they looked, each apparently happy with their predicament. However, when they walked outside the salon, the blonde freaked out, upset that she didn't have her correct body anymore. Although the other woman seemed quite pleased with the results, and made her way out of the mall before the other girl could catch up to her and try to take her old body back.

Jen was very satisfied with this outcome, but she was not quite nearly done...

*Change some women into just butts

Jen looked over at the receptionist, thinking that she too should get in on the fun. She took one look at her and new what she wanted to do. the receptionist girl had a wonderful butt, nice and perky, and Jen loved the shape of it. And so, he changed the girl to suit her tastes, and felt the ring glowing with power as it shaped her to her whims.

The receptionist's body just sort of, collapsed in on itself within a matter of seconds, condensing her body into her hips and butt. Having no body, her clothes fell away, revealing a solitary butt sitting in the receptionist's chair.

On her front was her exposed and neatly shaven pussy, and on her back was her pert butt, leaving her highly immobile. Jen wiled her to turn around, so that her but now faced the desk. Two eyes appeared on either butt cheek, very close to her tailbone, and a little microphone headpiece appeared that reached around to her butthole. A customer walked in and she was greeted by the butt, who spoke using her anus. The headpiece was a bluetooth device that let her manage appointments, and very soon the customer was checked in and waiting for her beautician.

Jen liked this a lot, and decided to go for it again, changing the new customer in a similar fashion. Everything above her waist disappeared, and she was now just her hips, butt, and legs. Two eyes appeared above her vagina, allowing her sight again. A salon employee came over and led her to her station, where she began waxing the woman's pussy and scrubbing her thighs for her 'treatment'.

Jen smiled in contentment, ready to start changing again...

*Change more women into butt forms

Jen eyed a row of women with their heads stuck in dryer machines, with their faces obscured from the shoulders up. An employee came over and lifted one up, revealing that the woman's head was gone. In it's place, a copy of her butt was on her shoulders, her nether bared for all to see. The employee guided her to her station, where she massaged the woman's butt, a part of the treatment, before she waxed and shaved the butt-headed woman's pubic hair from her 'head'.

The same happened to the customers, and as each woman left the machines, their heads were replaced with exact copies of their asses, pussy and assholes included. Jen then chose to...

*More butt changes

The manicurist had finished with Jen, giving her nails a glossy red nail polish to finish it off. She thanked the woman, whose out she had turned into a penis,and was about to leave her when she decided to change her one last time. The woman's upper half, including her dick face, disappeared into her short skirt. Jen went over to look at the reduced woman and ripped off her skirt revealing the changes made.

The manicurist was now nothing more than a pair of legs, with some major modifications. She had changed her feet into hands of roughly the same size, allowing her to walk and continue her job. Her eyes had been relocated to her crotch, just above the penis that was now stuck just above her pussy. With a deft movement, the woman raised her leg and waved goodbye to Jen.

On her way out, she saw a pair of twins getting their hair done. She wanted to change them, but not before she hit the rest of the staff with a little gift. She focused the ring, and felt it's power reverberate in her hand. The faces and vaginas of all the employees (except for the butt-girl) switched, so that the employees had to take of their skirts and pants to see. Two of them were about to begin working on the twins, both of them nude from the waist down, their thighs squeezing their soft cheeks.

The two began their work, stripping the twins of all their clothes before beginning. They peeled of the the twins pussies and set them aside. They then took off the left twins head and placed it next to her sisters, pushing her head to the side a little to make room. The right sisters breasts were then taken off and set aside. Then they replaced her breasts with her twins butt. Their mouths and noses were taken off, and placed one on top of the other in the right twins blank crotch. Both noses were taken off, but only one was placed above her navel. The other was tossed aside. Finally, their pussies were placed on their faces and the rest of their body parts were placed in the 'extras' bin, which was full of discarded body parts.

Jen was quite satisfied with the outcome, and watched with glee when the sister went outside the salon, followed by twin screams from their shared crotch as the realized what happened. They also garnered some attention too, drawing the gaze of many shocked onlookers.

Jen exited the salon, thanking the little butt-receptionist before she left. Now Jen wanted to...

*Jen stays in the mall


Re: Red Ring of Sexual Transformation

RRoST: Automated Tit Fucker
Unending BE - episode 989971

Jen allowed herself a slight smirk as he watched the bizarre scene continue to unfold in front of her and because of her. The woman formerly on the bench was in an obvious state of panic, of course Jen didn't expect much differently, she had after all just replaced her vagina with a nearly two foot long penis and enlarged her breasts to the size of beach balls. Oddly enough she hadn't yet tried to scream or run away, seemingly fit to just stare at her new self and make a variety of clearly distressed faces and sounds.

Jen eyed the massive penis flopping about in front of her, it was already erect, just as she had intended it to be. Finally the woman seemed to regain some sense of herself, grabbing onto it and pushing it out from between the giant hooters she had been equip with...

Jen's smirk widened slightly as an idea came to her, and in an instant the woman's new penis rose up, ramrod straight and slide neatly back between her breasts, settling into position with it's head almost immediately in front of her mouth. She stared at it for a moment before shrieking again and grabbing at the seemingly foreign member to try and force it away, and force it from between her breasts. Try as she might however, she could not force her new penis further than several inches past her nipples before it became too difficult. To make things worse, each time she released it, it simply slid back to where it belonged.

Permanently erect and permanently wedged between her breasts. Jen knew that she'd figure it out sooner or later, but for the moment it was incredibly entertaining, as well as arousing simply watching her panicking and unwillingly tit-fucking herself.

Suddenly, Jen found herself with another idea. Unseen she went back to work, although this time focused on the woman's mind. In it she implanted an uncontrollable tick, from now on, whenever she felt aroused she would buck her hips and unwillingly breast-fuck herself. Then she used the ring to make her aroused, and the effect was made apparent in an instant, with the woman's hips coming to life and thrusting her penis up and down, causing her breasts to jiggle wildly.

She had to bite the inside of her cheek to prevent from laughing when the woman finally came, giant blobs of sticky semen covering her face and splattering across her breasts and shoulders. She looked shocked and Jen couldn't blame her.

Jen observed for another moment or two, a small and amused smile on her face. Eventually she decided to take action by...

*Turning the woman's asshole into a new vagina.

Exiting the salon, Jen couldn't help but grin. This ring was sooo much fun.

Who knew that mischievously twisting the bodies and minds of others to suit her fancifully perverted whims could be so fulfilling?

Okay, granted she had always had a hunch, but still...

“Oh, and speak of the devil...”, Jen whispered to herself, coming to a stop and returning to reality. She was a fair way away from the salon now and just a fair ways away from her was a bench. But the bench wasn't the interesting part, what was interesting was the woman sitting on the bench, nose half-buried in a book. A pair of headphones rendering her as deaf to the world as she was blind.

She was pretty... and somewhere in her mid-twenties, Jen guessed. Conservatively dressed with a buttoned-up blouse, knee length skirt, black dress shoes. With her brown hair tied up in a bun and her reading glasses on, she looked like a librarian. She'd make a perfect new toy.

Jen glanced down toward the ring on her finger, her smirk returning as she thought of what to do. After a moment she...

*Replaced the woman's vagina with a massive cock and balls, and inflate her breasts to mammoth proportions!

Jen wasn't feeling particularly creative at that precise moment, and decided to just replace the woman's vagina with a massive cock and balls.

Focusing on the ring, Jen replaced her vagina with a set of perfectly male genitalia which soon began to grow. Somehow the woman didn't notice at first, just simply continuing to read, lost to the world around her and even her own changing body.

After a few moments however, the woman lowered the book slightly, frowning and pulling at her skirt, not yet knowing why it felt so tight and constricting. Carefully Jen directed her dick into the bottom of her blouse to continue growing, unseen by the woman as she continued to tug at herself.

Clearly becoming more aggravated, the woman eventually stood up, then seemed to stop midway through and take on a confused expression, clearly now feeling something more deeply amiss than just an ill-fitting skirt.

Jen just smirked and gave her dick one last push, causing the head to rocket out from her cleavage. The wrist-thick cock settling down with it's bulbous head at chin-level. Underneath her skirt her melon-sized testicles caused her to spread her legs slightly, unbeknownst to her at the moment.

She just stared at her newfound dick for several moments, gasping out with a look of horrified shock. This couldn't be happening! It felt like some huge weight was suddenly bearing down on her chest.

Then a button snapped off... Then another, and another until her blouse split open entirely. Her breasts, formerly modest, had blossomed out to the size of beach balls, each easily as large as her head.

With another thought, Jen firmed up the woman's new tits, making them nice and round and perky and forming a nice tight cleavage around her huge cock.

Her book slipped from her fingers to the floor and she just stared at herself, and Jenny grinned and a moment later...

*Jen decided to keep playing with her, she had plenty more ideas for this.

Focusing on the ring, Jen morphed the woman's anus into a new, replacement vagina for her. Setting her new clitoris on her tail bone and expanding the lips down between her firm cheeks. For good measure she made sure to erase her need for an anus, lest things become messy...

If she noticed the change, her face didn't show it at all, as she stood there still covered in her own semen and looking utterly baffled, slowly heaving as if she were about to have some sort of panic attack. Still, something still was off about the scene though, even if Jen couldn't quite figure out what it was.

Then it hit her, and she snapped her fingers, of course it was so obvious!

She focused her thoughts into the ring once more, and the woman's expression once more became perturbed. Curiously the woman bent her head forward, and licked some of the semen off of her breasts. Jen just smirked, knowing full well that the woman had just been inflicted with an intense and permanent craving for her own spunk.

She reached up with her hands, scraping some of the gooey white substance from her face and licking her hands clean. Jen suspected that next time she would try to cream directly into her own mouth.

Jen thought for a moment, wondering if she should do any more... and after a moment...

She decided to make a few more alterations to this poor woman.
She decided to adjust a passerby.
She decided to walk away and try and find some new victims.
She saw an old victim walking around, and decided to make another alteration or two to them.
*Some or all of the above!


Re: Red Ring of Sexual Transformation

RRoST: A Match Made in Genitals
Unending BE - episode 989986

With another thought, Jen filled the woman's beach ball sized breasts with another thick white substance, although this time it was milk not sperm. She probably wouldn't notice it too soon however, considering how focused she seemed to be on cleaning her new... appendage. It would just be a nice little surprise for later, Jen thought.

Slowly Jen's eyes drifted up. On the opposite side of her current victim was a pretty young woman in a jogging outfit, just standing there with a shocked expression on her face. Jen allowed herself a small smirk before indulging herself some more, with this new pretty face.

First she thought about her vagina, growing it and deepening it steadily. She erased her anus to give it more room to grow as it expanded in all directions, her hips widening to accommodate it's increasing scale. She took on an unusual expression as she seemed to realize something was amiss, but didn't seem quite certain as to what was so wrong, at least not yet. Jen just smirked a little more and made certain that her cunt would be large enough for what she had planned.

Almost at the end of her growth, she finally seemed to realize what was happening, squealing out in surprise as she looked down at the now massive camel toe formed in the front of her tight pants. As she reeled back her pink walnut sized clitoris popped out of the waistband, exposing itself to the world and forcing Jen to once more bite the inside of her cheek to keep from laughing.

With another quick thought, she inflicted upon this jogger an intense craving for her soon to be lover's spunk and milk. She'd be putting that cavernous cunt to good use if Jen had anything to say about it.

Almost immediately the girl's eyes locked onto the enormous dick of the woman in front of her, then once more shifted back to herself. Her focus wobbling back and forth as the primal desire Jen had forced upon her fought with the much more rational shock and panic at what was happening.

For a moment, Jim felt like that would be enough of a change. But just as soon as she was about to turn and leave, she had another idea. Looking back, Jim thought about the jogger again, focusing upon her small barely B cup breasts. Untouched so far, but not for long. With a thought, another pair of little B cups emerged from her chest, just under her original pair. Then another pair below that, and another below that. Five pairs in all, reaching all the way down to her giant sized slit.

Jen allowed herself a small chuckle at that, and began to walk once more, past the two women as she looked around the mall.

So many potential victims, all so perfectly unaware...

An arguing pair of girls

"I can't believe you cheated with my boyfriend!" screamed a girl nearby.

Jen stopped to listen. The librarian chick wasn't going anywhere and this could be juicy.

The first girl was in her twenties, brunette, thin, nothing special. She was wearing tight jeans and a striped tshirt without a bra because she had tiny breasts with perky nips. She was yelling at a girl who was a 9 though, with long thick black hair and big blue eyes. She had pale double Ds with freckles all over them and an hourglass figure, and long smooth legs she was showing off in a short skirt with thigh highs. No wonder her boyfriend cheated on her.

"I can't believe he cheated on me with you! You slut, I saw you sucking him off behind the vending machine at the party!" the plain girl was furious. She had told Nicole she wanted to catch coffee, but had been planning to ambush her.

"Yeah I sucked him off Katie, and you know what, he liked it too." Nicole didn't have to take this. "Maybe if you had some he'd stay with you," she said holding up her bust and jiggling it over the table. She got up to leave. Fuck this friendship. She hadn't been anywhere near Katie's boyfriend, it was some other guy but Katie had been drunk and must have misunderstood. If she'd spoken to her nicely about it, they might have been able to work it out, but she'd called Nicole here to make a scene in public.

"Go fuck yourself Katie"

"Go shit a dick!" Yelled Katie.

Jen grinned and warmed up the ring to have some fun. The others could wait. This was going to be fun. She made it so that just about whatever the girls said came true starting. . . a few minutes before. They wouldn't know it, and it would only affect transformations. If these girls had mouths on them, they were going to use them!

As Nicole stormed away, Katie started feeling surprsingly horny, and itchy down there. She shifted a bit in her chair, wondering if she should have worn a bra because her nips were starting to stick through her shirt. . . She crossed her legs and put one hand discreetly on her lap to try and relieve the feeling.

Meanwhile things went faster for Nicole. she was charging away when she suddenly felt a fullness in her lower body. She had to find a bathroom now! What the hell did she eat? "No, no no no" she said to herself as she gripped the handrail and put her ass out. This was coming now!

She spread her legs slightly and lifted up her ass and clenched. She started a low moan as she let it come out and her eyes rolled back in her head as a huge dildo passed between her tigh cheeks. It pushed out behind her, tenting her thong and lifting up her skirt. she reached back to move it out of the way as it got wider and wider.

For some reason it felt delicious even though she'd never done anal before. Pushing and heaving, she felt two huge balls finally heave themselves out and the who dick dropped onto the floor between her legs. It felt so real. She just shit a dick in public but no one seemed to care, and she was dripping wet.

*Follow Katie

The sudden arousal hit Katie like a truck. She fell against the table in front of her, crying as her guts cramped tighter and tighter. Someone watching might think that she was in pain, if she wasn’t furiously rubbing away between her legs with her fingers.

Katie knew she shouldn't be masturbating in public. She made some effort to move away but some invisible force was keeping her there. She struggled to stop from crying out in pleasure, instead whimpering rather pitifully as she thrust now with her fingers. The rubbing felt good, but at the same time, she couldn't feel herself really getting any closer to climax.

Katie shifted her thighs, feeling something writhing and moving downward before triggering an unfamiliar set of muscles. A brief moment of discomfort, a slicking noise, and her legs spread open of their own volition. Katie looked down, her vision blurry with tears as it took her a moment to recognize what she saw.

A thick throbbing cock stuck out of her pussy.

She screamed as it continued to grow. Spikes of sensation shot up her spine as the head pressed against her panties, drawing a visible line of precum on the thin cloth. It extended six inches past her lips before sliding back in.

Katie could scarcely begin to comprehend when she felt the muscles clench again. Waves of pleasure emanated as her pussy tightened around the thick shaft as her new cock emerged once more. It thrust in and out of her, faster and harder each time, her body shaking with its movements. Katie tried to grab it out of desperation, stop it from moving. It slipped out of her grasp. Then in. Then out. In. Out. Before she knew it, her hands had formed another tunnel, and with a crazed smile she realized she liked it. She wanted so desperately to cum. The thrusts came harder, more frequent, until her whole body ached and strained with the effort, and finally...

She shrieked. Her back arched and her hips bucked as her cock thrust out with immense force, as thick, pearly semen jetted from its tip and through her panties. It shot out with such force that she could actually hear it squirt. The spunk landed several feet onto the walkway. Her pussy contracted, working to keep in precisely what just came out of her. Her dick pulsed once more, sending a second jet of cum to join the first. It went on this way for the better part of a minute, her female and male orgasms alternating in time with one another.

Katie sat exhausted, staring blankly at the ceiling as her rod continued to pulse, depositing cum into her already saturated underwear. She sat in a growing puddle of spooge, the pool in her distended panties having already overflowed some time ago. Her tight pussy squeezed out what cum remained in her cock as it began to withdraw. Her underwear followed, dumping its contents between her legs to add to the already impressive mess.

*Go back to Jen

(or add onto this branch @ http://old.bearchive.com/~addventure/ga … 55543.html)


Re: Red Ring of Sexual Transformation

*A trio of teenage boys.

Jen's eyes settled on a trio of teenage boys, loitering about. Nothing special, just your average teenagers standing around the mall.

They'd make for pretty good practice dummies, Jen thought.

Concentrating, he moved their penises to just over their butts. They didn't seem to notice yet. But when she stiffened them all and pulled them past the waistbands of their pants, they seemed to notice something was amiss.

Continuing to concentrate, each dick began to elongate and thicken, snaking out and waving lazily through the air. It was about at that point that the boys noticed what was really going on, pointing at each other and looking confused and terrified at what was happening to their most precious parts.

With another thought, the penises fell down, pulling one of the boy's pants down entirely. They were permanently rigid but much more flexible, as well as being prehensile and able to move like a real tail. And with their newly granted movement the now wrist-thick cock tails began to twist and coil, occasionally brushing against the ground that they were now long enough to reach. Jen stopped their growth and turned her attention to the boys' testicles and with another thought moved them into their butts, leaving their crotches smooth like a doll's and just as hairless.

One cried out “What the fuck?!”

Jen just smirked as he continued to examine them, quickly deciding her next move would be...

Adding a vagina in the now empty space between their legs.
As above, but turn the rest of their bodies female.
*As above, and their minds too for that matter!

It seemed obvious to her. There was an emptiness waiting to be filled, and fill it Jen would.

So with another thought, each of the boys' smooth crotches split open, a pair of labia popping out, along with a clitoris and a mound of soft female flesh underneath.

But that was just the first part of their bodies to change. Jen continued to focus and their bodies continued to alter. Broad shoulders grew narrow, strong waists grew tighter, hips bloomed out as breasts blossomed and buttocks firmed. With a thought Jen erased what little body hair the trio had, and with another she grew out the hair on their scalps. They seemed to shrink as testosterone was replaced with estrogen, the final touches coming together to fully bring them from manhood to womanhood, minus three very special additions.

Of course, once it all finished all three were understandably shocked, and momentarily distracted from their cock tails, their attentions focused on their newfound breasts and pretty female faces.

It was then that Jen started work on the last phase of their transformations. The ring's power sinking in deeper, rewiring their brains to suit their new, very... mostly, female bodies.

Satisfied with his work, Jen turned away, leaving three very confused now-girls, each with a prehensile penis tail to remind them of before they were girls.

Quickly looking around, Jen soon found her next targets...

*A pair of teenage girls.

Across the hall from the former teenage boys was a clothing store, a store for women's apparel, specifically. And inside she could definitely see a few women.

A pair of cute teenage girls, browsing a clothing rack just inside the entrance. One was a cute Asian looking girl, the other had long brown hair.

Thinking back on the former boys she just walked away from, Jen felt a little inspiration.

So she focused on their vagina, hidden inside of their pants, skirts and panties. They disappeared, and unlike the boys before, the girls seemed to notice immediately that something was wrong, both stopping what they were doing and looking strange.

Jen made a fleshy tail grow from above each of their butts, about as thick around as a quarter. It grew and grew, lagging down until it reached almost to their ankles. Then at the very tip, a large spherical ball of flesh grew in, about the size of a cantaloupe, maybe a little larger. At the very end of it, the vagina of each girl reappeared.

One girl noticed, pointing in shock, and reflexively raising up her own tail, attracting the attention of her friend who pointed in return. Jim watched them both panic for a minute before another idea came to him.

Suddenly, those two girls were aroused. Intensely aroused. Their pussies swelling up and turning an angry red. With another thought, that red spread throughout the entire bulb at the end of their tails. One of the two girls brought her tail forward, grabbing the base of the bulb with one hand and thrusting her fingers into her vagina. The other girl grabbed her pussy with both hands, holding it up to her face as she ate herself out.

Of course, their actions had brought some attention from the other people in the store. An older woman, old enough to be either of their mothers, and accompanying a daughter who looked a few years younger than the two. Another woman, a cute college age girl who had been browsing stopped completely as soon as she heard the first moan. The two employees of the store, a black woman and a blond, looked at each other, uncertain of how to handle the situation.

With but a thought, all five of the onlookers were outfitted with their own ripened, aching vagina tails. Frantically licking and fingering them in some attempt to find relief.

Jen smirked and restrained herself from breaking out in a fit of laughter. As soon as she regained herself, she erased all of their pubic hair and forced their hairless crotches to split open, revealing upon each a new and perfectly usable vagina, just like the ones on their sensitive tails. They didn't seem to notice, still too preoccupied with their tails. Continuing to think, Jen centered a nipple onto each of the fourteen firm female butt cheeks.

Just as Jen turned to leave, some whim brought her to think an additional pair of eyes onto the girls. And upon each of their hairless groins, just above the vagina that had just been returned to existence, a pair of eyes just like the ones upon their heads came into being. Of course, none of them noticed just yet, still too distracted by the semi-temporary arousal Jen had inflicted.

Still, Jen thought it would give them a little more... perspective.

Jen snorted as she started walking away. Amused by her own shitty unspoken pun.

Of course, soon enough, her eyes locked onto...

*A goth girl walking by in a long black dress.


Re: Red Ring of Sexual Transformation

RRoST: Swingin' like a Pendulum
Unending BE - episode 990005

She was about college age. Pretty, but not too pretty. Black hair, black lips, pale skin, typical goth stuff. She was wearing a long black dress, a little frilly, also typical for a goth.

Jen watched her hips swing for a moment as she walked past, then decided to enhance the effect a little. Her hips began slowly widening, legs growing father apart and pronouncing the swing of her hips. Her buttocks expanded with the hips themselves, growing larger and rounder and stretching the backside of her dress to show off what was happening underneath. It seemed like she might notice, so Jen helped her remain blissfully ignorant, but just for the moment.

Jen then decided to emphasis the girl's new rear more, erasing her anus and shifting her vagina to between the large toned cheeks he had given her. From now on, ass fucking would be the only sort she'd be allowed.

She paused for a moment, thinking about what she had already done, and considering what more she could do, or if she would do anymore at all. Eventually she made a decision, focusing the ring's power upon the goth girl once more. Upon her now very blank crotch grew out a penis, which immediately grew erect, then hung straight down between her legs, still in it's erect state. It would always be erect, but would naturally point down, Jen decided. It barely took an instant more before she willed it to grow and grow and grow, swelling larger and thicker at a tremendous rate. As it swelled she momentarily turned her mind to other important issues, changing the girl's buttocks so as to function as testicles but without change to their appearance or firmness, and altering her clothing to grant her big platformed heels that increased her height by nearly eight inches.

Even though the hem of her skirt was around her ankles, soon enough the head of her penis peeked out of it. Its bright red head perhaps half the size of her own head, and the shaft obviously as thick around as either of her thighs, if not more so. The growth of her new penis slowed then stopped, it was now long enough that without her heels the head of her new dick would be mashed right into the floor and drag against it if she tried to walk. With the few inches of give however, and the pronounced gait of her hips, it merely swung back and forth like a pendulum, slapping against the sides of her shoes.

Of course, she was still entirely unaware it existed, and would continue to be unaware until she actually saw it.

With another quick thought Jen implanted a few last, but important changes. From now on she would be unable to move faster than a brisk, hip-swaying walk. Her penis would be extra-sensitive, enough that just thumping against her legs as she walked around would be enough to periodically make her cum, firing thick blobs of cum at the ground beneath her, and of course with a penis that big, she would have plenty to release with each orgasm. Once she was aware of her penis's existence, she would experience vivid fantasies and sexual desires of having other women suckle, caress and worship it. However she would otherwise be completely heterosexual, with no interest in having a man touch her penis, but plenty of interest in being pounded from behind. Finally, and purely as a matter of whim, Jen decided to pin down the girl's goth interests, ensuring she wouldn't shake them and become a soccer mom or whatever else she might be. Using the ring, Jen also bleached the girl's skin permanently paper white, and her hair, lips and nipples all jet black, as well as giving her a permanent fondness toward long billowing gothic dresses and big high heels.

Jen stuck her hands into her pockets, watching her latest victim walk on, blissfully unaware of what had been done to her. She would realize eventually, maybe even as soon as she left her sight. She thought with amusement on how she might react.

Oh well, it was no concern of hers after all.

Onto the next...

*A mother and daughter pair.

Jen didn't get far before stopping again, finding another store filled with women's clothing, although this one specifically oriented toward teenage girls.

The store was mostly empty, just a girl about fourteen or fifteen, along with a mother more than twice her age and a bored looking female employee over by the register.

Jen focused on the daughter, getting an idea.

First her shoes disappeared, along with her socks. Her feet then arched up, as if she were wearing pair of very tall, very invisible high heels. Her toes drifted together, their edges softening until it was clear that they had all merged together and the former toes collectively took a rounded point, not unlike what one might see on an actual high heeled shoe. The skin of her feet began to harden and smoothen out while her heels slowly extended, thumping quietly as they hit the floor, a pair of particularly thick high heels for her built-in shoes. With another thought he toughened up her new feet, she'd have to walk on them so it wouldn't do to let her hurt herself.

Jen paused bringing her hand to her chin as she considered where she wanted to go next. After a moment she shrugged and decided to just continue with this motif.

Jen her thoughts toward the girl, who had since begun staring down at her feet, confusion playing across her face as her mother continued to browse. She was wearing a pair of jeans and a top that wasn't at all notable. Jen stripped off all of the clothing she was wearing, leaving her perfectly naked. Of course, she noticed immediately, but Jen quickly used the ring to make her unable to move and make her mother and the employee unable to see anything wrong, at least for now.

Walking casually further into the shop, Jen trained her eyes onto the girl's body as she pretended to browse, continuing to change her.

First, Jen thickened up a band of flesh around her waist, erasing her navel as she did. Once it seemed suitably thick to Jen she tightened the band and began to grow a thin cylinder of flesh down from it, wrapping around the girl's hips and legs like a tight pencil skirt fastened by a belt. Once the skirt reached her ankles, Jen stopped the growth and turned her attention back to the band. Slowly flesh thickened around her upper body, eventually disconnecting in the form of a fleshy low-neck top attached to her waistband, matching her equally attached skirt.

Looking toward the girl's cleavage, or lack of cleavage Jen momentarily frowned. A moment and a thought later, the girl's breasts stretched out her new 'top' to it's limit, a pair of soccer ball sized breasts held tightly by her new pouch, although Jen was certain that the girl would be capable of popping them out, should she so choose. Just as Jen was certain that, if determined enough, she would be able to hike up her skirt to her waist.

Looking her over once more, Jen decided to make a few more changes. The girl's hair, originally shoulder length grew down to her ass. Carefully Jen reddened the girl's lips and fingernails, developing the volume of her eyelashes, applying delicate touches to her appearance to make it seem as if she had been very carefully made up when in reality there was not a speck of make-up involved. Her earlobes grew out slightly and a gemstone embedded itself into either, while around her neck a series of gemstones embedded themselves into and around her collar, bordered and connected with gold that was as much a part of her as the stones themselves.

Thinking back to the goth girl from before, he colored the band around her waist red, while coloring her new 'blouse' and 'skirt' pitch black, although leaving the texture and appearance unchanged. Focusing momentarily back onto her feet, he developed a slight band around her ankles and painted it and everything below as black as her 'dress'. The rest of her skin Jen made pale white and all of her body from the neck down utterly hairless. For good measure Jen increased the sensitivity of the girl's vagina threefold.

For one final touch, Jen made sure that the girl's new 'clothing' was all very-very sensitive, as well as being tough enough to resist just about anything.

Jen looked toward the mother and froze her movements as well, copying over all of the changes he had made to the daughter to her. Then Jen looked toward the still terribly bored looking woman behind the counter and did the same to her.

Turning and walking carelessly out of the store, Jen released all three women. As they all began to shriek in panic, Jen just clapped her hands over her mouth, muffling her laughter as she walked away.

Of course, as she walked she found herself passing by...

*A trio of school girls walking together.


Re: Red Ring of Sexual Transformation

Still chuckling from her previous 'prank', Jen found her eyes settling on a group of three girls. Teenagers it looked like. They were walking along the same hallway in the opposite direction as she was, chatting happily between each other.

She barely even thought about what she would do, simply ceasing the moment.

Jen looked toward the first girl and immediately swapped her face and vagina. Her mouth taking up her vagina's former location and the rest of her face dispersed upward. Her vagina simply sat in her middle of her former face, clitoris an inch or two below her hairline. With one final thought for her, Jen split open the crotch of her pants and panties, allowing her to breathe and see.

Before any of them could properly react, Jen moved onto the next. This one she swapped her face onto her belly. Her nose showing up where her belly button once was, eyes over it and mouth underneath. Cute little belly button showing up where her nose was supposed to be. Jen changed her top to one that would show off her midriff, and her newly replaced face of course.

Finally the last girl took hold of Jen's attention. She switched her face and buttocks. A pair of firm, perky cheeks showing up on the front of her head, her asshole tucked between them. Beneath her skirt, her mouth replaced her original rear end, a new nose appearing on her tail bone. Her eyes popped back into existence just above the cheeks themselves. Like her friends before her, Jen adjusted her clothing as well, removing the panties and pulling the skirt down just enough to let her see.

They all began to scream and she just kept walking, her destination...

*Once more at the Food Court.

Once more at the food court, it didn't seem like there was any evidence left of her former play. Although she really hadn't done much there...

Entering the food court, Jen passed by a Chinese place and three cute looking Asian girls called out to her, serving food and smiling as they tried to offer a free sample.

Jen just focused on the ring, removing their smiles, and their noses for that matter, replacing them with a new vagina upon each of their faces. After another moment Jen quickly removed their original vagina and doubled the sensitivity of their new ones.

Still, Jen bought a plate of the always mediocre Chinese from the now mute girls, and sitting down at an empty table in the middle of the court.

Carelessly twirling some of the noodles onto her plastic fork, Jen slowly looked around eying her surroundings for prey to play with.

She found it almost immediately as her eyes locked onto...

*A pair of teenage girls sitting together.

There were two teenage girls sitting across from each other. Food in front of them as they gossiped happily. They were only two tables away too.

Jen smirked and started by erasing the mouths and noses off of them both. They paused, looking at themselves and each other in silent disbelief.

Focusing her thoughts on one of them, Jen mutated her nipples and turning each into a new mouth. From now on her saliva would be replaced with milk. Jen made her lips sexually sensitive, and the tips of her tongues now equivalent to her nipples.

For the other, Jen replaced her vagina, and changed her saliva to vaginal lubricant. Jen left her new lips as sensitive as the vagina they had replaced, and the tip of her tongue her new surrogate clitoris.

As a gift, Jen changed their clothing, freeing their new mouths.

Immediately the vagina-mouthed girl stood up, “Oh my god!”, screamed her crotch as she noticed her friend's new breasts.

Her friend's eyes grew wide with shock, “Holy-”, “-Shit!”, her mouths said, almost speaking over each other as her eyes locking onto her friend's new nether lips.

Jen snorted and shoved a fork full of passable food into her mouth.

Next was...

*That girl with the textbook, eating alone.


Re: Red Ring of Sexual Transformation

RRoST: Lower Lips Agape
Unending BE - episode 990037

Jen turned her attention to a buxom young girl, a college student reading over her Trigonometry textbook as she picked at her salad and scribbled down some notes. Jen used the term buxom, for that was what this girl was. She had wide ch1ld baring hips, a large and appealing ass, a pair of of E-cup breasts that against all reasoning were firm, and long flowing black hair. She wore a pair of glasses, which added to her charm, and her lips were colored red and looked juicy. She was wearing a form fitting v neck sweater with a skirt that ran just past her knees.

Jen liked the girl and found her very attractive, so she made sure not to mess with her pretty face. However, the rest of her curvy body was up for grabs.

Jen already had an idea for what to do with her. The ring began changing the college girl, but the effects were not immediately obvious. On top of that, she made it so that the girl would not think anything would be out of the ordinary. This did not apply to anyone else though.

As the ring worked its magic, Jen watched as the girls stomach shifted almost imperceptibly. It seemed like it was hallowing out while expanding ever so slightly. Then the real change came.

Her legs spread a little apart as a large bulge grew in her skirt. It reached just a little past the top of her thigh, then elongated outwards, hitching up her skirt as it did. She was lifted off her seat too, about two or three inches as something flesh colored appeared growing beneath her. As the thing grew, Jen watched the girls panties rip and fly away due to the massive expansion.

The skirt was up to her knees by this point, and now Jen could see what she had done. Pushing past the student's skirt where the over-engorged pussy lips of her cunt, which had grown so large that it now lifted her off her seat slightly.

It was large enough that the girl would likely never be able to fully close her legs again. The student, felling uncomfortable in this current position, hiked up her skirt, revealing her massive pussy in it's entirety and spread her legs further apart, eliciting a sigh relief from her.

Then, as if nothing had happened, she resumed her studying, not caring that her cunt now took up a fourth of her body mass.

Jen wasn't finished though. The next part of the change came when a cheerleader from the same college was walking towards the girl. She took one look a the girls monster pussy, and would have shouted in shock had she not slipped, something Jen made her do, and landed head first into the girl's gaping vagina. Her head sunk all the way in, and the pussy sucked her in up to her breasts. The cheerleader pushed and shoved to free herself from the monster vagina, while the college girl watched with a placid expression on her face.

Eventually, the cheerleader managed to free herself, but when she did she was not the same as she had been. As she pulled out, instead of her head, a long tube of flesh came out instead. It was attached to her shoulders, was thick, and when all of it was finally pulled out, the top of the two foot flesh pole was topped with the purple head of a dick. Like-wise, her breasts had been converted into two basketball sized testicles on her chest.

The dick headed girl, in all her confusion, ran blindly back to her friends, scaring them all away. The student just sat there and enjoyed her food, not at all perturbed with the terrifying properties of her cunt; whenever something human and living was placed inside her pussy, it would change into a penis to fit it's shape and fill her up. And it didn't matter if that something was a hand, a head, or even another cock.

Jen was finished, although she wouldn't mind seeing some more misadventures with the pussy girl...

*Change the terrified cheerleaders


Re: Red Ring of Sexual Transformation

RRoST: Extra-Phallic Cheerleaders
Unending BE - episode 990088

Jen watched as the transformed cheerleader blindly stumbled toward her fellow cheerleaders, and as her fellow cheerleaders responded by shrieking and retreating in the opposite direction, clearly terrified.

Then Jen frowned as she realized that this little display had attracted the attention of everyone at the food court, all of whom were staring at one or another of her victims, if not actively running away.

With another quick thought and a satisfied smirk on Jen's part, everyone not actively involved went back to minding their own business, not reacting at all to what was happening. With another thought Jen pinned the effect over the entire food court, much in the same way she had with the beauty salon from before.

Returning her attention to the cheerleaders, Jen was pleased to find them all backed against a wall, her changed friend having unintentionally cornered them as she blindly stumbled about. Now however, no one else seemed to care, everyone returning to their previous activities as if nothing was happening at all.

But what to do with these cheerleaders... Jen thought, eyebrows twisting up to each other. Jen just watched for a few moments longer, an increasingly unsatisfied look on her face. For a moment it seemed like they were going to make a break for it, but with another thought they all remained where they were.

Momentarily giving up on the as-of-yet unchanged members of the group, Jen turned back to their cock-headed comrade and decided to start with a little modification.

On the opposite side of Jen's view, on the front of the cock-headed cheerleader's enormous new penis, something began to happen. The girl, trapped in darkness and silence, suddenly wasn't anymore. A ringing coming to her as blurry vision of the world was restored to her.

“Ah.”, the girl gasped out, opening her jaw wide and feeling it click. Something still felt incredibly wrong but at least she could see and hear again... even if all she could see at the moment was the tiled floor of the food court. And... were those screams?

Whatever reassurance she had felt disappeared in an instant and she tried to look up, toward where the screams were coming from.

...only to find that she couldn't look up, or move her head at all! It felt like something incredibly heavy was resting on top of her shoulders!

So with great effort, she straightened herself upright to see... her teammates cuddled in a group against the wall in front of her, all of them screaming and looking at her. She tried to turn her head again, to see if something was behind her, but once more was reminded she couldn't.

Reaching up, she put her hands on her face, feeling all of the familiar curves and softness of it... the only problem was that her face kept going even where it should have ended.

Behind her, Jen smirked, having returned the cheerleader's face to her, now positioned just above the base of her new cock, about where it had been before.

Glancing past her, Jen figured she'd keep up the penis motif on the rest of the cheerleaders.

Focusing her thoughts on the leftmost cheerleader in the huddle, Jen began by replacing her nipples with dicks, each complete with their own set of balls. That didn't seem like quite enough however, so Jen decided to inflate her breasts up to F cups and give her a set of matching E cups just under them, and D cups underneath those, all complete with their own dick nipples.

That got all of their attention real quick, the dick-nippled girl squealing and pushing away from the others, flailing onto the ground.

So Jen looked toward the rightmost cheerleader for her next victim. This time focusing on the girl's hands. At the end of each fingertip opened up a little split in the flesh. Unknown to her at that moment, her fingers had all just been transformed into dicks, albeit with hidden testicles this time. Oh, they still looked almost exactly as they did before, save for the opening at the end of the 'foreskin'. And they all still moved and flexed exactly like fingers. But those things would only be true when they were flaccid.

Jen smirked and used the ring to make them all ragingly erect. In an instant the girl's fingers, previously slapped over her mouth, all swelled to twice their original size, growing into hard and erect penises, the foreskin containing her fingernails rolling back and exposing the bulbous heads. Just like the girl on the left, she screamed although not falling to the floor instead just looking at her hands in horror.

Picking the second to last unchanged cheerleader from the group, Jen began by ridding the poor girl of her hair, making all of it fall out and leaving her scalp completely bald. She noticed quickly, holding tufts of her formerly long hair in her hands in horror. With another thought, a sea of cock heads, each about as large as a girl's thumb, emerged from the cheerleader's scalp, replacing her former hair. Once again, Jen employed the use of a hidden set of testicles and grew all of the girl's new dicks out to a length of about eight inches, rendering them all permanently erect as she did. The result looked like an exceptionally strange afro. As a parting gift, Jen ensured it that if this girl achieved orgasm in any way, all of her dicks would simultaneously cum.

Finally, the last, very frightened looking cheerleader. What to do with her...

It took Jen a moment to figure out a good idea, but eventually something came to her. An instant later, a cock head appeared on either of the girl's temples, corresponding shafts growing swiftly behind them to reach a total length of twelve inches. Jen made them both permanently hard but also added a curve to them. On the other end of the girl, another dick grew out of her tail bone, twice as thick as either of her new horns and five times as long, Jen made it permanently erect, but flexible and prehensile just like the cock tails she had granted those former-boys before.

Jen paused for a moment, an idea tickling her fancy and wondering if she should break pattern for it. Throwing caution to the wind, she replaced the horned girl's nose and mouth with a vagina, expanded her breasts to the size of her head, and gave her the same penis fingers that had been inflicted upon her friend.

Leaning back, Jen released the five girls. She was done with them and they could leave if they wanted to.

Of course... she certainly wasn't done with everyone else yet.

Smirking, Jen looked around the food court, hungry eyes settling quickly upon...

*A couple, how romantic.


Re: Red Ring of Sexual Transformation

A young womans scream caught Jens attention, she thought it was some random passerby that was seemingly not affected by her last desire for calmness. She rolled her eyes in relief when she spotted a young couple playing around.

A young college aged man had grabbed his girlfriend and lifted her light frame upon his shoulders. His head peaking out from underneath her skirt as she screamed and giggled at his antics. They were making quite a ruckus as he ran circles around the food court as she tried her best to pursuade him to stop.

Jen saw this as an opportunity to try something rather unique.

She envisioned what she wanted to happen and saw how the young man with his girlfriend sitting on his shoulders stop suddenly, much to her surprise as she struggled to no fall off. The girlfriend swatted him in the back so he could let her down but he didnt respond. She looked downwards so she could talk to him but was taken aback momentarily when she didnt see his head. figuring he was hiding under her skirt she pulled up her skirt and tried to grab his head, however she froze when her hand only seemed to touch her bare pussy.

She scrambled uselessly atop her boyfriends shoulders, as she struggled to get down. Jen smirked as the second part of her transformation became apparent.

panicking now the girl tried to jump from his shoulders and succeeded in placing her feet upon solid ground, she panted from her earlier fit and regained her composure. As she turned around to check on her boyfriend she noticed an odd weight holding her down on her backside, looking over her shoulders made her scream.

Her lower body had somehow been merged with her boyfriends shoulders, her former ass becoming nonexistent as it merged with the spine of her boyfriends shoulders. She screamed as she finally noticed she had full feeling of his entire body, she could even feel the weight of his penis and testicles between his legs. She tried to run away but only succeeded in nearly twisting all four of her lower limbs, not used to coordinating with another torso attached to her ass.

As she struggled to right herself she couldnt help but notice however, no matter how much she could feel of her new body, she could only control her original limbs. Why would she be cursed with this freakish human centaur like body only to have it be paralyzed.

She gasped in fright when suddenly her boyfriends legs started to right themselves and move of their own accord. Her new legs were moving on their own. They walked about blindly as it struggled futily to tear itself from the girlfriends hips.

with a twitch of her nose Jen whisks away the new humantaurs clothing in but an instant.

The girl shudders at the rush of air that hits her bare skin, suddenly naked for all the mall to see. She tries to cover her indecency as he slaps her hands to her breasts and crotch. However her shame is replaced by curiosity as she feels two odd growths on the mound above her vagina. When she looks down her heart nearly leaps from her chest as her own pussy with it's great big brown eyes looks up back at her. Brown eyes she recognizes as her boyfriends. Her voice caught in her throat at the sight she doesnt notice at how her boyfriends body is undergoing it's final change.

his once broad torse is slimming nicely and forming voluptuous curves fit for a playboy centerfold, nice folds of supple female flesh forming nicely in the belly and buttocks to make up for his girlfriends former ass he replaced. His legs trim and shape themselves in a near identical copy of hers right down to the mole on each left ankle. A moist slit opens up behind his testicles quickly turning this former man into a triple sexed hermaphrodite. The most jarring change however happens on his torso as four more nipples appear along his feminized torso leading to his groin, as flesh rapidly billows out into six breathtakingly large H-Cup sized breasts. The final change happens just below his lower set of breasts, his manhood not shrinking in size however, but gaining length and girth as it rises mightily erect and buries itself in lowest pair of tits, then the second set and finally emerging from the third pair to grow past the quivering vaginal mound of the front set of legs.

The young woman is at a loss to understand what is happening to her as a large bulbous cock is staring up at her from below her pussified boyfriends eyes, his eyes going wide in panic as well as the control he has over his girlfriends genitals makes them open and close involuntarily.

Jen leaves the couple with one last parting gift, giving the former boyfriend nearly unlimited sexual stamina and recovery and a very very high male sex drive and the girlfriend a very high libido as well, ensuring that they would use their new body to it's full potential.

She laid back on the bench as her newest creation consumated a new more intimate relationship with itself. The boyfriend in control of the back legs had sat itself on the food court floor while it's inhumanly long cock was tit fucked by six pairs of lucious tits. While his girlfriend bent at the waist slightly to impale herself on their own might cock, while the eyes above her pussy rolled back into it's eyelids from the pleasure.

Jen smiled proudly at her self perpetual fuck machine she created and scanned the rest of the area for more experiments.

*A group of teenage girls!


Re: Red Ring of Sexual Transformation

There was a group of teenagers at the far side of the food court. All girls, six of them total, eating at one of the larger tables.

Jen just stared at them for a minute or two, thoughtfully chewing on the food she had bought as she considered the six. Her thoughts kept drifting to combining them all in some way. She hadn't done a lot of that, but it had been fun and fusing six girls together seemed like it could be a nice creative challenge.

The only question was, how did she want to do it? A few ideas slowly passed through her head, but didn't seem very good, she could certainly do better and she wasn't in any particular hurry. So Jen just kept thinking, watching carefully.

And then she got it, and she smirked, raising her elbow to the table and leaning onto her hand as she began to enjoy herself.

Off on the other side of the food court, the six girls were chatting happily, each eating their own fast food and utterly unaware of what was about to happen.

Then suddenly, and entirely thanks to Jen, it happened.

They were already laughing from a few well-timed jokes and remarks made amongst themselves, then suddenly one of them said to another, “Hey, I bet you I could fit my head in your pussy!”, laughing as the words came out and not sounding the slightest bit serious.

“What? No way!”, the girl responded, just as jovially.

“I'll prove it!”, the first girl retorted with a few chuckles.

The second girl just smirked, pulling her legs up onto the seat then crawling onto the table, getting on her hands and knees and presenting her pussy to the first girl. With a well timed usage of the ring, both girl's clothing completely disappeared.

“Well then go on, prove it.”, the second girl seemed to dare.

The first girl said nothing, simply looking determined as she stared into her friend's vagina. Finally she grabbed her friend's thighs and pressed her face into the girl's crotch eliciting at first a squeak of surprise, then a moan of pleasure as the first girl somehow started to succeed, her face and head slowly slurping into the tight confines of her friend's womb.

But that was just the beginning, as the first girl's body continued to push forward. Her shoulders pushed against the second girl's hips and slowly her hips seemed to give way. In but a few instants the second girl's hips, butt, pussy and legs had all disappeared as had the first girl's head. Instead, the second girl's waist simply now lead into the first girl's shoulders and arms, and then to the rest of her body.

The remaining girl simply drooped forward slightly, panting, “I guess she sure showed me...”, she muttered to herself.

Another girl at the table just rolled her eyes, “Yeah, it's not like it's hard or anything.”, she said before standing up, her clothing disappearing as she walked around the table to find the merged girl's new rear, pulling her up to her new feet. Without a word the third girl stuck her head into the first girl's vagina and the transformation repeated itself adding one extra segment.

“That looks like fun!”, chirped the fourth girl before adding herself to the mix.

“I wanna try!”, the fifth called out, as if that explained her own decision.

“Do you mind?”, the sixth asked, only to get a tired smile and nod of approval before she formed the end.

Fully combined, the remaining girl nonchalantly returned to eating, her body curled around the entire table she and her friends had been sitting at. Jen just smirked and continued to make changes. Starting with erasing all of the subtle and not so subtle differences between the girl's new body segments. Blemishes, skin color differences, body hair, physical proportions, all of it became the same.

At the very end of the girl's very strange body, Jen replaced her only pair of legs with yet another pair of arms and enhancing all of their arms with strength and especially toughness. All twelve breasts were increased to the size of the girl's head and quadrupled in number to form two unbroken columns from the top of her body to the very bottom. With another thought, all of the many head-sized breasts began to lactate.

As the girl slowly chewed, her head slowly began to change, growing larger and softer as her hair and facial features all disappeared. Soon all that was left was a beachball sized mound of flesh haphazardly attached in place of the girl's head. Then the flesh split open at the very end, a pair of vagina lips slowly making themselves known growing larger and puffier until they were about as large as those that belonged to the college girl from before. Jen added taste buds to the vagina's lips, restored a sense of smell to it's clitoris and allowed it the ability to hear without any ears. Jen didn't return their sight, but for good measure enhanced their senses and added the ability to perform echolocation.

Then Jen went ahead and added a special ability to this huge new vagina. These girls, this creature, would be able to consume other humans using this vagina and in doing so transform those humans into new body segments. Jen ensured that this process would take a few moments but be very, very pleasurable.

Finally, Jen merged the minds of all six girls into one very confused amalgamation, and ensuring that any new persons added to the body would likewise have their personality and memories merged into the whole.

And with that, Jen stopped suppressing the girls, or now rather girl's true reactions.

It happened in an instant, the creature suddenly thrashing and twisting as it seemed to realize, through a fog of great confusion, what had happened.

Crawling on it's arms, it got down from the table and onto the floor, quickly scurrying. A girl with a tray of food was walking in it's path and the two collided, the normal girl finding herself quickly involved and subsequently terrified as she was sucked into the creature's over-sized vagina. A lump seemed to move through the creature's body and at the very end a new segment sprouted on. For a moment the creature seemed confused, then quickly continued away, this time avoiding other people.

That was certainly the most extreme thing she had done so far, Jen thought with amusement as she absently continued to twirl noodles onto her plastic fork. But looking slowly around she quickly settled her eyes onto a new victim.

This time...

*A pair of teenage girls.


Re: Red Ring of Sexual Transformation

Going back to something a bit less extreme and absurd, Jen looked toward another group of teenagers, this time just a pair of teen girls, a long-haired blond and a short-haired brunette.

And Jen already had an idea. She smirked and directed her thoughts through the ring and toward the brunette. For a moment the short-haired teen shimmered, then disappeared entirely. At the same time, within her blond friend's panties something strange began to happen. The blond's shaved pubic hair turned brown as her vagina transformed into that of her vanished friend. Jen restored the senses of the vanished brunette, all centered on her new location in her friend's crotch, henceforth she would see, hear, taste, smell and feel from her friend's groin. With another thought, a one-way line of communication was set up, allowing the new vagina to say whatever she wanted to her blond host without anyone around hearing a thing. Of course, if the blond wanted to respond she would have to actually speak.

Of course, this was only half of what Jen had planned as she quickly thought a few more changes at the two. With another thought, their libidos fused together and henceforth whatever aroused one would arouse them both and their arousal would be shared as would any orgasms they experienced.

And of course, any orgasm they had would cause them to switch places. The body would always change to suit the owner, as would the vagina.

Still thinking, Jen made a few more changes, this time indirect ones. With a thought, Jen merged everyone else's memories of the two. From now on, both of them would share a single identity and any action either took would be attributed to the both of them. No one else would ever notice when the two switched places, or even be consciously aware that they can. Instead, the only awareness others would show to their plight would be to use the right name and physical descriptions of whichever of the two was currently in control. They'd never notice or believe that the two really were two, or really could change their appearance by switching bodies.

The blond girl suddenly jumped in her seat, looking around the room before down at her lap. Slowly she became very red and flustered looking.

Jen just smirked. She liked this idea, a stealth change. She was tempted to make them horny and force them to find out how their switching worked, but it seemed better to let them find that out naturally.

Jen chuckled quietly, imagining for a moment these two girls going through the rest of their now shared life with this confusing situation.

After a moment, Jen decided...

*To target that girl sitting by herself.


Re: Red Ring of Sexual Transformation

RRoST: Thinking with her dick.....but a bit more literal.
Unending BE - episode 990363

While she was thoroughly enjoying herself, Jen couldn't help but notice she was rapidly running out of groups of victims to work with. Sure, she could simply move to another location, but with the rapidly changing crowd, the food court was developing an atmosphere Jen was almost getting drunk off.

In the meantime though, she decided to go down a gear and work on a single victim this time. And who better to start with than that cute, bookish girl sitting on her own over there?

Grinning evilly, Jen watched as a distinct bulge began to emerge under the poor girl's skirt. It only took a few second for the girl to panic, feeling her crotch as the new growth continued to swell far beyond the point where she was forced to pull down her panties some to relieve the pressure.
Before long, a massive, erect penis, reaching as far forwards than her knees went down and too thick for her to fit her hands around was protruding from her crotch.

Touching her new phallus in horror, the girl was about to scream when her head vanished. Her arms flailing in blind panic, the girl was unable to watch as the head of her penis began to change; sprouting hair from the top and growing new features.
With a gasp, she found herself able to breath and see again, but from a somewhat lower perspective. Feeling her shoulders revealed nothing but a featureless plain of skin, but as she reached out to the end of her enormous penis she discovered in horror that her head had been relocated to the end of the shaft, bobbing around as it shifted with her hips.

As a final touch, just because she could, Jen altered the girl's sexuality and appetite, making her attracted to girls and giving her a craving for pussy juice, a craving she was now just at the right level for. And with her penis constantly erect and aroused, it would not be an easy craving to ignore.

Pleased with herself, Jen soon sought out her next target, settling on:

*A trio of young men


Re: Red Ring of Sexual Transformation

The food court was getting a bit sparse of victims... considering the girl she had just given a 'cockhead' to, and the girls before that which she had fused together, and the girls before that that she had turned into a sex monster... and the couple she had turned into a perpetual fuck machine, plus the girl with the enormous pussy and the extra phallic cheerleaders, plus those two teen girls she had erased the mouths of then replaced their genitals with new mouths...

There really weren't all that many unchanged women left around. The more extreme victims had long since fled, all that were left were the ones that were still confused or had been changed to not leave or not notice...

Jen frowned a little, pursing her lips as she leaned against her hand, eyes slowly drifting across the food court. Eventually, almost randomly, her eyes stopped on a group of three average looking guys sitting nearby eating and talking just a little too loudly. Jen just stared for several seconds before a thought crossed her mind.

unchanged 'women'.

Jen looked at the ring on her finger. Then back up at the men before her... slowly a grin took form on her face.

There were still plenty of men left though. Although... not for long if she had anything to say about it.

Looking toward her newest victims ideas began to filter through her head. Jen liked transforming women, so obviously if she was running low on women she could just make new ones! Sure it wasn't as satisfying as knowing her victims were women to begin with, but it could add a certain flavor to certain transformations, she just had to focus on ideas that accentuated the trans gender aspect...

And it seemed like she had just the right idea as well...

Focusing, Jen temporarily suspended the boys' ability to notice anything that happened to them. Until Jen wanted them to be otherwise, they'd be perfectly unaware of what was happening.

Then Jen began to work in earnest, carefully reshaping each of the boys' faces and bodies. Penises retracted back into their hips, forming tight, tucked in vaginas. Hips blossomed out, buttocks growing rounder and firmer and delightfully heart shaped. Their waists cinched in even as their entire bodies shrank down, losing inches of height and pounds of weight. Although some of that lost weight was recouped as fat began to build up on their chests, each former boy developing a pair of firm and perky breasts that quickly bloomed out into F cups. As the rest of their bodies had finished reforming into petite, shapely girls, the faces and heads of the boys began to transform more dramatically. Lips plumping and turning red, eyelashes fluttering as their faces became cute, pretty and feminine and the hair on their scalp grew down to their rears and became perfectly straight and cared for.

They didn't simply become female versions of themselves however, that had never been Jen's intention. Instead they continued to transform, their appearances converging and shifting away from what they had been. In less than a minute what had once been a trio of average looking Caucasian men had been replaced by a trio of utterly identical Asian ladies. But even then Jen wasn't quite finished. Thinking further, Jen sheered the body hair from the trio and bleached their skin forever white and their hair pitch black, upon each forehead appeared a red-orange dot something she had heard old time Japanese girls once did with make-up, although this wasn't make-up, nor was it temporary.

Moving onto the last stage of the transformation, Jen sunk into the minds of the trios. Quickly she implanted as much knowledge of the Japanese language and culture as the ring was able to. She replaced their Male and American mannerisms, making them act and identify as the women they now were, and of the culture they now represented. Jen didn't erase their ability to understand English, but did erase their ability to ever speak or write in anything other than their new native tongue.

Whatever they were before, all three would be bisexual, decided Jen, and for that matter they would be nymphomaniacs as well.

They were completely identical and for a moment Jen considered making them even harder to distinguish, possibly by altering their minds further. After that brief moment of consideration, Jen decided to go for it. So Jen erased the personal memories of the three, they'd still be able to remember they had been changed, and they'd still remember the three boys they had been, but none of the three would be able to remember which boy they had been. Having lost their original names, Jen helpfully gave them a new one, just one, which they would have to share. Of course, it also wouldn't do any good if they could tell themselves apart by their personalities, so Jen blended those together as well, or at least what remained after the alterations she had already performed. Likewise, Jen replaced their original clothing with a set of matching outfits.

Finally Jen implanted a sense of closeness into the trio, they would be sisters as well as lovers, although that wasn't at all to imply that they'd only make love to one another...

Jen snickered as she allowed the now-girls to notice what had happened. All at once all three cried out in shock and started babbling to each other in a language that Jen personally didn't understand.

Stretching a bit, Jen looked around some more, a smile on her face as she overheard excited identical voices crying out in Japanese from nearby.

Quickly it became clear to Jen that her next course of action was...

*To play with that young couple sitting over there


Re: Red Ring of Sexual Transformation

RRoST: Dick Heads Redux
Unending BE - episode 991479

Looking around the food court slowly, Jen noticed that most of her victims had long since fled and the food court was rapidly looking more and more deserted. The only ones left around were the Japanese triplets, still confused over what had happened to them. The servers of the Chinese Restaurant, who couldn't exactly leave, particularly not after she had used the ring to force them to continue working as if nothing had happened.

...and the extremely embarrassed looking dick-head of a girl. For some reason Jen's eyes drifted back to her, then off just slightly to the side onto a cute about college aged couple sitting just behind and off to the side of her.

Jen's eyes drifted back to the dick headed girl and she smirked, she had the perfect idea for that couple... as well as a few ideas to improve her previous victim.

Almost as if on cue, the girl began to awkwardly try to stand up, her head bobbing slightly at the end of her new dick. However in the midst of doing so, her massive penis was joined by a pair of ripe softball sized testicles, which hung heavily off of her. From the front they obscured the tight feminine slit she still possessed. She seemed to realize immediately that something had happened, even if it took a moment longer to realize what and look even more shocked and embarrassed.

Of course, if she was already embarrassed now... Jen bit down a chuckle and simply continued to work. With another thought, Jen replaced the girl's saliva with semen. From now on she would always have the taste of her own spunk in her mouth. And combined with her permanent craving to eat out other women, well... Jen just smirked.

The girl's expression immediately twisted and she opened and closed her mouth several times before swallowing, trying to rid herself of the sudden unwelcome taste in her mouth, not yet knowing the futility of even trying. Still, Jen thought she'd help her along a bit and used the ring to inflict an orgasm upon the girl. Suddenly the girl's expression changed again as her 'neck' twitched, followed by her eyes and cheeks bulging, the former with surprise and the latter with something... else. She slapped her hands over her mouth, but slowly her lips peeled slowly open and trails of creamy white sperm leaked out between her fingers and down her chin.

She seemed to take that as cue to run away, Jen didn't really blame her, just smirking more as she turned her sites to the couple seated behind where that dick head of a girl had been.

Long since inspired and knowing exactly what she wanted to do, Jen took the couple and immediately made the girl disappear.

Of course, the boy didn't realize what had happened at first, just seeing his girlfriend across from him one moment, and gone the next to his great surprise. Meanwhile, within his pants his member quickly began to swell in size, doubling then tripling in scale just to start with and creating an uncomfortable bulge in his jeans, which Jen helpfully expanded the crotch to.

Thinking back on the dick headed girl, Jen continued to expand the boy's penis until it was about the same size, as thick around as a girl's neck and as long as knee-length, with testicles appropriately sized to his new member. Of course, it was only then that the transformations really converged, as the head of the boy's penis transformed itself into the head of his girlfriend. Much like the girl before, Jen also 'helpfully' replaced her saliva with sperm. As well as allowing her to share her boyfriend's libido, as any good dick should.

Of course, she was shocked, but still trapped within her boyfriend's pants and he was only just noticing what was now amiss in his pants and fumbling with his belt.

Jen considered the boy for a few moments as he worked to free himself, presumably not yet aware he was also freeing his girlfriend. She could leave him as a boy...


With but a thought, Jen did what she had several times before and he became a she. In an instant the boy shrunk several inches, hair growing out as his face reformed into a very feminine, very female equivalent. His body reshaped, growing softer and narrower as his hips became her hips and a slit developed behind her overripe balls and voluptuous breasts popped into existence upon her chest. Much like her previous victims, Jen reached into his mind, leaving it just as changed as the rest of her. Of course one thing that hadn't changed was the former-boy's libido and the former-boy's former-girlfriend who just about embodied that libido.

Then with another thought, she reached into the mind of the girl, making her enjoy her newfound predicament and making her identify as a penis, because that was exactly what she was, a penis that could think and speak and have an opinion like a person. Switching targets once more Jen adjusted the former-boy's mind further to make her recognize her new penis as what it now wanted to be. A thinking, talking penis that once was and was still her girlfriend.

Finally the girl managed to remove her belt, releasing her new penis from it's confinement which immediately sprung fully erect and began to wobble in the air. The former-boy just stared in shock at her new member, and the new form of her girlfriend. Jen just smirked some more at that.

And with that it was time...

*To change that father and daughter pair over there.


Re: Red Ring of Sexual Transformation

RRoST: A family that stays together....
Unending BE - episode 991506

The last group of customers who seemed interesting were a father and daughter pair, the father looking around 40 while the daughter seemed to be in her early teens.

The pair were seated next to each other, the daughter chatting about something while her father listened, though it seemed a great deal of the topic was going right over his head. He still smiled and listened though, because that's what dads do.

Jen, meanwhile, decided to be a bit more subtle with this one, masking one change with another. She started by making the pair's seating that bit more uncomfortable so as to make them shift in their seats, influencing them slightly so they would wind up shuffling up closer to one-another.
As soon as they met, Jen kicked in the real part, making the daughter age rapidly by a few years while her father's age dropped like a stone. She didn't stop there though, as the quickly regressing father's features began to soften while his body became more feminine.

While this was happening, their hips had begun to blend, melting into each other from the waist down while leaving their torsos separate. However, Jen didn't allow them to notice this aspect of their change, something made easier by distracting them with the other ones.

On that note, it seemed both of them had noticed what was happening an were starting to panic; the father in particular seemed particularly distraught by his rapidly developing femininity while his daughter looked on in horror as she recognised her father's new features as her own, albeit somewhat older and more mature than she was used to.

Jen, however, didn't feel that this was enough; amusing at it was to see the pair as they reached the final stages of their change into a pair of identical girls, conjoined from the waist down, it didn't seem to meet her standards in some way.

Quickly coming upon a flash of inspiration, Jen made a few changes to the pair's bodies, allowing far greater flexibility than a normal spine would allow. This would be useful later. For now though, she enhanced their busts to a generous C, twisted their torsos on their shared hips and adjusted their spines a bit so that their resting position was to be facing each other while their posture forced them to press their breasts together. Sure, they would twist or lean, but their most comfortable position was now set.

As she decided to crank up the sensitivity of their breasts, she noticed the way they were holding onto each other as they tried to come to terms with what had happened (or at least, the parts they were aware of), which prompted her to slow down the next bit.

As the new twins tried to comfort each other, they began to experience pins-and-needles in their fingers, which quickly spread up their arms. The reason for this became rapidly apparent as their arms began to recede, eventually leaving only their bare shoulders. To make up for it somewhat she increased their oral dexterity, which combined with their highly flexible torsos, would replace their hands, to a degree.

It was at this point that Jen allowed them to actually stand up, though not before placing a mental block that would prevent them from realising that they now shared a single pare of (very sexy) legs, which would only wear off once they ended up going home and someone pointed it out to them. Before they were able to leave though, she made them both massively sexually attracted to each other and amped up the sexual sensitivity of their whole bodies.
She also, as a last thought, gave them rabbit ears and a single tail while replacing their no-longer-fitting clothes with an outfit to match.

And so, after watching the conjoined bunnygirls leave, tail twitching and deep blushes rapidly setting onto their faces as each step caused their over-sensitive breasts to rub against each other, Jen set her sights on her next target, utterly unaware of the small crack that had just opened up on the surface of the ring.

*Perhaps another solo change


Re: Red Ring of Sexual Transformation

RRoST: A Headless Perspective
Unending BE - episode 992839

Jen looked around slowly. There weren't really any interesting targets left. For that matter, there weren't even many people in general. It hadn't exactly been packed to begin with, it had been off-hours after all, but after all of the transformations she had caused the food court was even more of a ghost town than it had been, with maybe a dozen untransformed people remaining, and not a single already transformed soul, aside from the Asian girls at the Asian place.

Of course... she could transform more of the food court employees...

Jen looked down at the few meager scraps left on her Styrofoam plate, pushing a few bits of noodle around with her plastic fork. She frowned, not really feeling any inspiration or desire to transform the other food court employees.

Looking back up, she sighed, stretching her arms behind her back. Maybe it was time to find some new surroundings? Yeah, that sounded alright. Picking up the remains of her food, Jen picked herself up from her seat, depositing her trash in a bin before turning to leave the court.

But then she stopped, Jen's eyes locking onto a girl... maybe nineteen, twenty years old? She had her own Styrofoam plate in hand with a slice of pizza on it, and what passed for a small soda in her other hand. She didn't seem to notice Jen, walking from the pizza place to a nearby table.

She was cute...

Jen smirked.

Focusing on the ring, Jen watched as the girl sat down, got herself comfortable and raised her slice up to her mouth. Opening her pretty lips preparing to take a bite.

It was at that point that Jen made her head disappear. Where it once existed replaced with nothing but smooth level shoulders.

The girl immediately paused, then removed one hand from the pizza, waving it around where her head had been and eventually groping at the skin where her neck had been. For a girl without a head, she certainly conveyed confusion quite well.

But Jen wasn't done. And after casting a veil of obliviousness over the girl to keep her from noticing anything amiss until she left the table, the girl immediately set down her pizza slice, placing her hands on the table on either side of the plate. While she might no longer have known her headlessness was unusual, she was still most certainly uncertain how to go about eating without a mouth.

So Jen, 'helpfully' assisted her. In an instant the girl's vagina was replaced by a new mouth, identical to her old one save for it's location and a few minor details. Unlike her old mouth, her new mouth would be as sexually sensitive as her old vagina, her new lips being as sensitive as that which they had replaced, and her new tongue as sensitive as her old clitoris. And while she was taking inspiration from an old victim, Jen decided to go a little further, replacing the girl's saliva with vaginal secretions, because why not. While she was at it, Jen made the girl's new mouth, and replacement vagina, entirely capable of functioning as a vagina, she could even get pregnant through it, if she wasn't careful.

Now outfitted with a mouth again, the girl immediately pulled down her panties and took her pizza again, lowering the slice beneath the table and her skirt and taking a bite of it. Jen grinned.

Jen then focused her thoughts up above, upon the girl's breasts. With a thought, the girl's breasts, a pair of firm little B cups, were replaced with a pair of extra-large, extra-round, and extra-jiggly H cups, straining the shirt that Jen had helpfully altered to accommodate them. But that was just the start of the second stage. A thought later and the girl's nipples were no more, replaced by the same set of eyes that she had lost with her head, now set awkwardly upon her over-sized breasts. Much as with her new 'vagina', Jen modified the girl's new eyes, replacing her tears with milk and allowing her eyes to stay perfectly healthy, comfortable and clean even with her literally milky tears.

Once again, the girl immediately adjusted her clothing to fit he new anatomy, popping her breasts from her top to see.

Stuffing her hands in her pockets, Jen turned and began to walk away, smirking when she thought of what would happen when her newest victim finished eating and got up to leave, realizing what had happened to her.

But she would certainly be long gone by that point.

Calmly walking away and down another wing of the mall, Jen leisurely strolled along, glancing slowly from side to side. After a minute or so, she found herself in the presence of people once more, in a moderately busy portion of the mall.

Walking in the opposite direction as her, Jen saw a pair of cute looking punk rock chicks, maybe twenty years old?

One had her head shaved but for a purple Mohawk and was wearing a leather jacket, belt and jeans, a shirt with an anarchy symbol on it, and a pair of boots. The other's hair was long and black, with pale skin, blue eyes and black lips and fingernails. She had a spiked collar around her neck, a band around one wrist and was wearing a ripped up shirt with a skull symbol on it and a pair of worn jeans.

On the opposite side of the hall was a group of three, two girls and a boy, high schoolers it looked like, loitering beside the mouth of a store. All three looked like nerds, cute nerds though. The first girl had long blond hair held back in a pony tail, she was thin and pretty and wearing what was a plain white tank top and jeans. The second girl wore glasses and had something close to a bob cut, wearing a sweater and skirt with tights underneath. The boy looked somewhere in between the two, with short hair and a light jacket obscuring a T shirt with some sort of dumb slogan or icon on it, Jen couldn't quite see it.

Sitting on a bench in the middle of the hallway was a couple, Jen couldn't quite tell how old they were given that they were too preoccupied with each other for her to see either of their faces. They seemed attractive though, the guy a bit on the strong side and the girl nice and curvy.

Off to the side of them was a much older woman, in her mid thirties Jen assumed. She was standing there with what appeared to be a younger version of herself, probably her daughter. The two talking about something Jen couldn't hear and didn't particularly care about.

Finally, a bit off in the distance there was a girl, maybe twenty five? Cute with short brown hair, holding a shopping bag and chatting into her phone.

They were all such nice targets... but who to pick first...

*The mother and daughter!


Re: Red Ring of Sexual Transformation

RRoST: Bimbo and Brains
Unending BE - episode 993133

Jen looked toward the Mother and Daughter pair in front of her. She stepped forward, looking more closely at the brunette Asian duo before her as they continued to speak with each other, seemingly unaware that Jen even existed.

Then an odd idea occurred to Jen, and much like every odd idea she had experienced since getting the ring, she felt absolutely no need not to indulge herself in it.

Looking around the hall first, Jen saw all of the other targets she was interested in still standing and sitting where they had been... except for the punk girls who were quickly walking away. She frowned, clenching a fist tight, feeling the band of the ring against her fingers. That wouldn't do, not at all...

Thinking about the ring on her hand, Jen wondered how powerful the it really was. The two punk girls were a dozen paces away and she did want to change them after, without having to chase them down... If only she could make them, and everyone else around... Stop.

And then they did, stopped, frozen in place mid-stride. Jen stared at them for a few moments before looking around, seeing everyone else in a similarly frozen state. Jen then looked down at her finger, had she stopped time, or just frozen everyone around?

It didn't really matter at the moment, she supposed. Allowing an unrestrained smirk onto her face as she raised her hand up to her chin in a thoughtful expression, examining the older woman and younger girl before her.

Jen decided to start with the mother first. She was very sexy, clearly in her thirties somewhere and considering the apparent age of her daughter, certainly closer to forty than she was to thirty. Jen decided to fix that little problem first, rolling back the clock and bringing the mother's age down to twenty, give or take a year. While she was at it, Jen decided to give this woman every physical advantage she could think of that wasn't obviously unnatural. Perfect perky boobs, a tight firm bum, a svelte and curvy, yet oh so toned figure. Nice skin and nice hair with a nice pretty face and moist pouting lips.

That would be enough for now though, Jen would come back to her in a moment. But for now, Jen turned toward the daughter. She was cute, perhaps not as sexy as her mother, and somewhere between fifteen and eighteen. She'd grow into it though, and likely be every bit as nice looking as her mother. Jen smirked and with a quick wish on the ring, likely became assured.

But that wasn't what Jen really wanted with this girl. And with her next thought, the girl disappeared entirely. Upon the mother's body appeared another set of arms attached to her hips and a long thick tail, long enough to reach up to her head or down to her feet and thick enough to be compared to a neck, fitting given that the tip was her own daughter's head. Jen of course made certain that the tail would be flexible enough for the daughter to bring her head wherever she wanted on her mother's body.

Crossing her arms over her chest, Jen continued to look over the two. The tail and hip mounted arms would obviously be under the full control of the daughter, but the rest of the body would be just as thoroughly controlled by her mother. Both however would be able to feel anything that happened to the torso, boobs, butt and vagina, all.

Looking back toward the mother, focusing on her face, Jen decided to finish up this pair of victims and reached into the mother's mind. She began by emptying it out almost entirely, this woman wouldn't be the sort to waste her time thinking, no... she would be a shallow and completely vapid bimbo with barely a thought in her head at all. Actively opposed to thinking, even! Jen thought with a smirk, then paused to do exactly what her latest victim wold no longer care for. Then Jen went further still, using the ring's power to impair the mother's memories as well, making her terribly forgetful, once she'd stop thinking of something she'd just as quickly forget about it entirely. Even important things, like her own name, or her daughter's name, or even the fact that she had a daughter at all!

And to replace her now empty brain, Jen fluffed up the woman's sex drive, obliterating her inhibitions and opening up her orientation. While thinking would be hard and not worth the trouble, sex would definitely be easy. Sex with men, sex with women, sex with one person or many. No hot guy or girl would be safe for this insatiable slut to be.

And all with her daughter stuck along for the ride, forced to act as the brain to guide her new mother through life.

That seemed like enough, so Jen turned away from the two, glancing around the area and quickly settling upon...

*The punk girls!