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.

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.

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

*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.

*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

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

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!

*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.

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.

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.

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.

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

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...

...Nah.

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.

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!