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I was sporting a very large erection from staring at the teachers beautiful pantyhose covered legs and feet, and as i glanced down i saw my chest begin to swell, as if i was growing breasts. I panicked and walked up to the front of the room and asked the teacher if i may be excused to the bathroom. She looked at me oddly as i had my arms crossed tightly around my chest to conceal my growing breasts. She told me to go ahead and i ran out of the room making a beline for the bathroom.
I was relieved as i saw there wasn"t another soul in site in the bathroom and quickly looked down at my growing chest. I pulled up my shirt and sure enough i now had a ripening pair of tits. Before i could quesion what the hell was going on i felt a wave of energy surge though my crotch and i groaned, looking down i saw my erection dissappear into nothing, and after the wave of energy subsided i couldn"t feel my penis at all, but yet a growing wetness between my legs. I ran for the last stall in the bathroom and slammed the door closed. I unbuckled my belt and stripped of my pants to see a pussy staring straight back at me. I had no idea what the hell was going on, and i started to panick and fear what was happening to me. But before i had much time for thought, another wave of energy hit me so intense it made me pass out in the stall.

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When i awoke i had no idea how much time had passed, whether it had been a few hours, or a few minutes, i stood myself up and stared down again at my tits and new vagina. Despite the overwhelming sense of confusion that was overcoming me i slipped one finger inside myself and felt how warm i was. I couldnt" believe that i was now a female, but having my finger inside of me felt so good. My hair was even long now, and almost every feature of my body had changed. My legs were hairless, my hips had grown making my body have a curvaceous look. And my feet had shrunk, and now looked extremely beautiful. I pulled myself together and put my pants back on and walked out from the stall.
As i passed the mirror i couldn"t help but look in it, and was shocked that i was the perfect picture of my girlfriend. I couldnt" believe this, but knew damn well i couldnt" go back to my own house looking like this, i cleverly figured out i"d have to go to my girlfriends house and take a few hours to figure out what was happening.

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Luckily for me she only lived a couple of miles away from the school and i quickly ran to her house. The door was unlocked and i let myself in. No one was home and i ran up to her room and plopped myself down on the bed. I had no idea what was going on, and about ten minutes went by before i realized i was a girl now, and maybe i should dress like one. I felt my pussy wetten in anticipation of this, i had always liked to wear hose, but got no real satisfaction from it, but now. I quickly ran over to her underwear drawer and produced a pair of black silky pantyhose. I could now feel my pussy dripping down my thigh in anticipation of feeling these smooth silky pantyhose on my legs feet and crotch. I sat down on the bed and rolled them up one leg starting at my foot, and pulling them up to mid thigh, then the same with the other leg. I then stood up and pulled them around my waste. It was a much different feeling without a dick in the way. THe crotch of the hose nestled snugly agasint my pussy. And the crotch of the hose was quickly becoming drenched. I went back to the drawer and pulled out a bra, to nestle against my newly formed breasts. It felt so good, and i went to her closet and pulled out a red dress that came down only a quarter past my thigh, i slipped it on and it tightly fit against my body.
Last but not least i knew i"d have to find a proper pair of shoes to wear, and i found a 6 inch strappy high heel shoe to wear, i moaned to myself as i slipped them over my little silky feet, sure that if i still had a dick that it would be erect beyond belief.

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I stood up and looked in the mirror and i was breath taken, i actually liked my transformation, but my thoughts were interuppted by my own voice. "Do you like it?" i whipped around to see myself, or what i used to look like before i transformed earlier that day. "Kim?" i asked the guy who stood before, completely naked except for a pair of tan pantyhose. "Remember how we used to talk about how it would feel to switch posistions for sex, what it feels like for the other pseron?" I looked at her, confused, "But how the hell?" SHe shook her head and walked over to me putting her finger on my pouty red lips. "Shhhhh, just enjoy, you"ll be normal when we wake up." She wrapped her arms around my hips and kissed me, feelings my ass and running her hands on my silky thighs.

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My pussy was yearning for her dick, i wanted to feel her inside of me. "Fuck me kim, i want you inside of me." She shook her head as if to say not yet and laid on the bead and lowered her hose so her penis was free. I quickly ran over and wrapped my lips around it, sucking it for all it was worth, it tasted salty but i loved every minute of it.

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