As the two lovers continued their fairly frantic kissing and petting on her bed James briefly felt something other than Sam's tongue slip into his mouth, something small, hard, and round that quickly dissolved with a mouthwateringly sweet cherry flavour, a sensation that was replaced a mere fraction of a second later by the increased urgency of Sam's lips pressing against his, which immediately pushed any thoughts of what had just happened far into the back of his mind.

Moments later he felt Sam's hands on his chest, he felt her tweaking and playing with his nipples which set off an amazing tingling warmth in his chest that slowly seemed to spread all over his body.

With a smile at the growing sexual glow that was beginning to eminate from James, and while continuing to massage his chest, Sam started to slide down his body, planting soft but urgent kisses all over his torso as she moved, until she sat up again between his legs.

Deftly her hands moved to the buttons on his jeans, the front of which was by now clearly straining under the pressure of the erection contained within, and slowly, almost teasingly, one by one the buttons popped open, gradually exposing him to her hungry gaze.

Sam then scooted further down and after quickly removing his jeans, she leaned forward, putting herself closer to his cock. After a moment of studying her lovers beautiful manhood, she knew she had to taste him and so she opened her mouth and let her tongue poke out to cover the oh so short distance between her and her lover.

The first touch of the tip of her tongue sent what felt like a bolt of electricity up and down James' spine, he knew on some vague level that he wasn't normally that super-sensitive down there, but this latest love-making session with Sam had already started out way more intensely than anything they'd previously shared in their time together, so he simply focused on savouring all the pleasurable sensations Sam's tongue was now happily providing.

Sam meanwhile continued to lick and suck on his cock, getting more and more aroused with the knowledge of what was to come as the moments went by, while James' hands, that had up to that point been stroking and playing with Sam's hair while she went down on him with increasing gusto, suddenly began to work their way back up and over his own body.

Another errant thought suddenly crossed his mind, as his own fingers began to play over his chest and tweak at his nipples just as Sam had been doing to him moments ago, that he'd never felt any real urge to do that before while he and Sam were making love together, and then, as his hands and fingers continued their exploration of his chest he looked down at Sam, whose head was still hungrily bobbing up and down, and he noticed that each time her head came up that she was glancing up at him, glancing at his hands and chest.

He quickly adjusted his gaze to his upper body, at where she'd been looking, and realised with shock that somehow he now possessed what could be best described as actual, and very clearly feminine, breasts.

Sam heard her lovers gasp of shock which caused her to pause momentarily and her eyes looked up at his face. With him still in her mouth she tried not to laugh at the sight of him trying to figure out what was happening to him, and instead resumed her oral ministrations.

James was now thoroughly confused, but at the same time, his body also felt so incredibly warm and tingly all over, as if something was touching every single nerve ending all at once, he then noticed that the hairs on his body were becoming much finer and lighter, and in some places were receeding altogether, he felt a ticklish sensation from his scalp and realised the hair on his head was actually growing longer. He knew he wanted to say something, had to say something, anything, to get Sams attention, but then he felt his balls tighten and the first load of cum erupted into Sam's eagerly waiting mouth.

Eventually, after he'd given her what felt like everything that his balls could ever produce in a dozen lifetimes, he could still feel his cock twitching as though it was still delivering more and more of his precious seed to his lover; unbeknownst to him though in the haze of his post-orgasmic state, each twitch of his cock was simply yet another small step in the process of transformation.

As Sam finally let James' cock slip from her mouth she sat up and with a smile continued to watch as her lovers organ shrank further and further inside him; James looked up at his lover and saw her rapt attention on his groin, another random thought suddenly flitted across his mind, and his hands, which were still coming to terms with having something very fun and exciting to occupy themselves with on his chest, slid tentatively down to between his legs.

His heart both jumped and sank almost immediately when he discovered that not only were his cock and balls now no longer recognisably there anymore, but that he appeared to have what was increasingly feeling to his fingers like... a pussy.

He looked up at Sam with a mix of confusion, shock and surprise, and and saw her attention move from his groin and hands to his face when she realised he was looking at her.

"What..." James started to ask.

"You remember us talking about our fantasies a while back?" Sam replied in a calm whisper.

James looked thoughtful for a moment and then nodded.

"Well I just made one of yours come true honey, in about another 5 minutes you'll be fully the girl you always fantasized about being" Sam answered calmly.

"But... it was... just a fantasy!" James protested, albeit a little weakly now as his treacherous fingers continued to slowly caress and explore the by now nearly fully developed vulva between his legs.

"Well I wanted to help you make it a reality my love, and besides, do you remember what one of my fantasies was?"

James cast his mind back, as he went through everything they had spoken about he remembered the fantasy Sam was talking about...

"Oh, you wanted to try..." he exclaimed suddenly, his eyes lighting up in realisation.

Sam smiled and shuffled forward until she was close enough to lay down nose to nose with James, "Yeah, I always wanted to have sex with another girl, but I Love you far far too much to ever cheat on you, so I figured this would be one way to satisfy both our fantasies at the same time".


The End