Andrew and Candler are talking on the phone out Candlers latest crush. It turns out she is a lesbian and Candler is really bummed. It all seems like a joke to Andrew and he makes fun of him especially when Candler wishes he could be a lesbian to be with her.

All of a sudden, Candler feels a bit odd and notices that there are subtle changes going on in his body. He leans out and the paunch disappears. Long hair grows out of the baseball cap, his lips become thick and luscious and breasts develop. His mustache magically falls into his lap. The once hairy legs become smooth and feminine....

Andrew and Candler are talking on the phone out Candlers latest crush. It turns out she is a lesbian and Candler is really bummed. It all seems like a joke to Andrew and he makes fun of him especially when Candler wishes he could be a lesbian to be with her.

All of a sudden, Candler feels a bit odd and notices that there are subtle changes going on in his body. He leans out and the paunch disappears. Long hair grows out of the baseball cap, his lips become thick and luscious and breasts develop. His mustache magically falls into his lap. The once hairy legs become smooth and feminine. Most exciting of all is that he now has a cock and no longer has a pussy. Andrew does not believe it, and they decide to have a cam session to see it in person.

Andrew is in shock as he watches the transformation and is getting more and more turned on. When Candler, now Candle, asks if she can touch her new pussy, Andrew is more than happy to watch his friend. His curiosity makes him ask Candle what the crush was like and as Candle describes her, Andrew starts noticing changes of his own. Every time Candle describes a physical attribute of the crush. Andrew transforms more and more into a girl.

Andrew, now Andrea, is just as horny as Candle and they want to cum together for their first time as females. They change into their roommates clothing. As they each head to their respective doors, they cannot resist touching their newfound pussies. As they each edge closer and closer to an orgasm, more bizarre sensations arise in their bodies. Their clothes start getting tighter and tighter and they start growing taller and taller. As they hit the ceiling, they each moan in body shuddering orgasms. Each fall to the floor and lie heaving in their now torn clothes.