[Genderswap (Female to Male), Age Regression, Mental Changes]

Being a Huntress in training meant that you had a lot of free time between classes, since the studying wasn’t that hard and the actual assignments that people were sent on were far and few between. It gave the students time to socialize amongst themselves, which would certainly be useful in the future when they’d all be allied against a common enemy.

Not that you had to neglect existing bonds. After Ruby’s great performance on a recent test (as great as a stupid girl like her could perform), her big sister Yang decided to take her out for a little treat. There had been talk around town about a great new ice cream joint, and she was both hungry for a little sugar as well as interested in checking the place out so she could maybe snag a date there in the future. The fact she could reward her sister in the process was just the cherry on top.

“You’re the best, Yang!” Ruby giggled, clinging to her sister almost like a magnet. “That test was a piece of cake, and it’s all thanks to Weiss drilling those books into me. I don’t think I can sleep for days without remembering every word!” That giggling soon started sounding a little nervous as she shivered. “...Please stop her from doing that ever again, I don’t think I can take another night full of words!” She soon pleaded, prompting a laugh from her older sister.

Yang gave her sister a pat on the back. “Well, maybe if you actually studied, she wouldn’t get on your case so much!” The stronger girl chimed, only to briefly lean in as they entered the ‘famous’ ice cream joint. “Or, you could help her unwind and she’d probably stop being so uptight. You know?”

“Unwind?” The redheaded girl tilted her head, not understanding the subtext and prompting another laugh from her sister. “It’s not funny, Yang! What do you mean by unwind?” She asked again, pouting a little in the process…

As the two girls made it to the counter, the woman standing behind it merely smiled, not even waiting to take their order before putting a set of cups full of multicolored ice cream in front of them. She didn’t even wait to hear them say thanks before bowing in appreciation of their patronage, smiling all the while. What a strange woman.

“Hmmm…” Yang muttered a little as she felt just a little weirded out by the woman, the strange ice cream, and how smoothly everything proceeded. They hadn’t even asked her for anything, and it was like she already knew what they’d order. The best thing they had on the menu, obviously, but the fact that the joint was completely empty aside for the three of them was even weirder. “Ruby? Is it just me or does this entire thing smell like trouble?”

The older girl turned her head to look at her sister, who was already in the process of digging in with plenty of pink-shaded strawberry icecream covering her cheeks. “Wha?” She asked, mouth still full of the delicious stuff. She didn’t seem to have caught onto any of the weird stuff, all-too-busy with the tasty treat she had been given for free.

She couldn’t help but giggle at her younger sister’s face, alleviating her worries. “Never mind, Sis. Just enjoy your ice cream.” The blonde girl played her worries off as nothing but a gut feeling gone wrong as she started digging in as well, taking things a little slower.

While the two girls continued to eat and eat to their heart’s content, the stare from the smiling woman grew just a little intense. It wasn’t enough to make them uncomfortable, but there was something about the way that she looked at them that wasn’t too pleasant. Did she have a problem with them? Was there something she wanted to tell them? Were they about to get scammed out of their money?

There were a lot of potential answers, but the woman just kept smiling as they kept eating, both of them too busy enjoying all of that goodness to bother asking what her problem was. Besides, she had given them the stuff for free, did they have any right to complain?

After eating the ice cream for what felt like a small eternity, Yang did notice that something was wrong. It started out innocently enough with a little tingle in the back of her throat, then she started feeling hot all over despite eating something cold. “Hold on…” She muttered after swallowed the latest spoonful as she stared straight ahead at the woman behind the counter. She had gotten too suspicious for her to ignore, even if the ice cream was delicious.

“Who’re you and why don’t you talk?” The blonde asked aloud as she idly stirred the ice cream around in her glass, noticing that the colors that it was made from seemed far too familiar. White, Pink and Brown…

The woman smiled once more as her face started to crack. The cracks spread across her body until she shattered completely, revealing an all too familiar smirk and those familiar hair-shares. And a body that couldn’t easily be forgotten.

She was Neopolitan, Roman Torchwick’s Number Two, and since their last encounter she had gotten quite a bit more adult in all the right places. Her hips and her breasts were struggling to stay in her outfit, and there was more than a little bit of pudge trying to push out from the midsection. She didn’t say a word, merely winking as her disguise fell apart.

“You! Why’re… why…” Yang tried to muster up her anger, but instead that tingling in the back of her throat grew more potent. She tried to let out her rage in words, but nothing managed to get out. It was as if she couldn’t say a single word. It was so strange that she tried to scream right then and there, leaping off the chair, yet nothing still left her lips. She fell to her knees in grief, smashing the floor underneath her while the infernal woman just kept on staring with that grin on her face.

It was then that the blonde tried to look towards her sister, who was starting to shiver all over as she finished the ice cream. “Yang…” She muttered, the latter’s eyes widening as she too lost control of her words… But unlike her older sister, she didn’t try to get angry and fight back against her wordlessness. No, she instead started looking like she was trying to moan, squirming as her hands went down to her thighs…

The blonde girl’s hands followed a similar fate as she started rubbing her inner thighs, the moans trying to escape her throat to no effect. Her eyes darted towards the villain who had caused them to go mute, and that infernal smile just stared right back at her. She wanted to punch her lights out, but something in her brain quickly dealt with those awful thoughts in her head.

Yang shook her head, trying to think of how to punch, how to pummel and how to break Neopolitan over her knee like a twig, but all of these thoughts turned much more pleasant. How to hug, how to kiss, how to squeeze and how to love her Mommy… M-Mommy? That part didn’t seem right at all…

Neo licked her lips as she strolled around the counter before picking the blonde back up, seemingly pleased with how light she now was, before placing her right back in the chair as she motioned for the ice cream that she had been eating. Ice cream that was now refilled to the brim, ready for an eager little mouth to chow down. It did look so delicious…

The blonde tried to struggle against her brain’s urges, but it was too difficult. She immediately started digging into the strange substance, swallowing bite after bite as her body shivered more and more. The cold sensations were gathering down below as they became almost unbearable, causing her to look like she was about to let out an orgasmic moan with no sound leaving her lips still…

Ruby on the other hand, had fallen prey to the ice cream completely. She just kept eating and eating, not realizing that the shivering sensations were not only because the treat was unbearably cold, but because her body was shrinking with every bite. Soon, she’d need a booster seat to properly reach the counter, so she just grabbed the entire cup and brought it down to her lap to eat more and more…

Not realizing that there was now quite the bulge resting between her thighs, causing the cup to nearly tip over. Thankfully Mommy was there to yank it back on the table with her umbrella, still smiling as she carefully reached across the table and petted the young huntress. A huntress that quickly started to blush as her nethers grew sticky from the bulge releasing a bit of sticky goodness…

Yang could feel those very same sensations running through her body as she reached down to touch her crotch, only to blush further as she felt something thick and rather big pushing out from that space between her legs. She looked down and was surprised to find a thick slab of meat resting against her thighs, with the masculine element having completely replaced her pussy. Not just that, the fact she could see it was a testament to the other changes that her body had gone through with every bite, as her precious bosom had shrunken to the point that she now had a cute flat chest, and her clothes barely fit her either…

While both girls hadn’t realized it thanks to the ice cream fogging up their minds with deliciousness and delightful thoughts towards their new mommy, neither of them were girls at this point. Both of them had become cute little boys that barely fit their original outfits from how much they had shrunk, and both of them were absolutely adorable as they craved more and more ice cream. They also didn’t realize that craving was why they saw the woman as their mother, because of her own ice cream theming.

Neo smiled as she carefully grabbed both boys and lifted them onto the table, removing the ice cream so that they didn’t accidently make a mess, before licking her lips one more time as she yanked her own outfit down to reveal her bosom. An irresistible pair of tits that was sure to take the two by surprise as she laid those heavy melons straight on the counter, giving them a seductive look. Mommy knew what they wanted, and she didn’t even have to do a thing to get them to play along with her.

Ruby went first, latching his cute lips onto her new mommy’s nipple as he started suckling. Once that cold and icy goodness hit the back of his throat, he realized that she was lactating pure ice cream. With his utter need for the stuff fueling his young mind, he suckled and sucked and pulled on the tit as much as he could, wanting to eat and drink as much of it as he could. He didn’t even notice that drinking and swallowing more of it was ruining his body and his mind more, which came in the form of his cute red hair turning pinker almost like like his strawberry ice cream.

Yang was still a little hesitant, even though his cock was starting to throb the more he looked at the tit. He tried to struggle against the wonderful sensations running through his mind, the thoughts that told him that Mommy wanted him to play with that big melon. She wanted him to squeeze out cream just like his brother was, so he could join them in their great little family. The sane part of his mind kept struggling, kept yelling at him to resist and punch her in the face…

Eventually though, his newfound love for his mommy won out over his former rational self as he grabbed ahold of her breasts, carefully brushed his cock up against the underside of it before latching his lips onto the nipple. He would’ve let out a cute moan if he wasn’t mute, as he started suckling just as eagerly and with as much need as his brother. There was so much delicious stuff to go through, and he sucked out so much of it that his hair started turning pure vanilla white to go with the strawberry shade that his brother’s hair had taken on…

Neo just kept smiling, happy to see the two thorns in her side fall prey to her tactics. By carefully adjusting the dust she had used to make the ice cream, she had managed to fill it with a gender changing agent that served to also regress them to a much more pliable state. Add that stuff to her breasts to make her milk into the same addictive and regressive ice cream, and she had a recipe that could break any girl into a cute son of hers. Besides, if she had to admit something, it was that she didn’t do it just to get rid of them. It was more so that she could have a pair of cute boys to dote on.

As soon as the brothers finished having a taste of their Mommy’s ‘milk’, they both pulled back and let out a silent burp at the same time. They didn’t remember anything about their past at this point, all of it having gone the same way as their bodies as their expressions changed to pleasure-filled ones. Maybe they had drank a bit too much of the sweet and icy stuff, as the sensations continued to pile on towards their crotches.

Their Mommy watched with glee as their cute cocks grew, all thanks to that nutritious ice cream that had swallowed gallons of over such a quick span of time. Both of them threw their heads back as their cocks spiked outward, soon growing to be almost as large as their torso, which left both of their rods just the right size for a little extra treat…

She beckoned their eyes forward with a little seductive gesture, prompting the cocky boys to look towards her breasts once more… as they noticed that their tips were now the perfect size for her nipples, and their instincts immediately filled in the rest.

The boys, now mentally calling themselves Strawberry and Vanilla to match their haircolors, stuck their rigid and virile boy cocks into their Mommy’s breasts, thrusting forward with wild abandon. They didn’t care that they weren’t actually going to get much out of fucking her tits, they just wanted to do it. If they were lucky, their cum was going to make more ice cream for them to eat, and that’d be the best result…

Neo continued smiling, almost making that same pleasure-filled face as her little boys as they fucked themselves senseless with their Mommy’s breasts. They didn’t stop even for a second, pistoning their cocks in and out of those tight holes until they couldn’t do it for a second longer as their hips had gotten too tired. Even then, they kept their rods nestled deep inside those breasts, catching their breaths for a moment…

Right up until Mommy smacked their cute butts, sending them straight into action again. She wasn’t about to let her little cuties rest for too long as she smiled more, grinning wider and wider as she felt their shafts trembling as they got closer to their climaxes. She didn’t even have to lift a finger as both of them rammed their shafts as deep inside as they could go before they fired off a shot in unison, cum flooding out of their balls and into those breasts, inflating them with wonderfully sticky cream that was going to mix with her milk and become a whole new flavor of ice cream…

Both Strawberry and Vanilla collapsed as they had been completely tuckered out by that last orgasm, sweat running down their brows as their Mommy gave each of them a kiss on the cheek. They had been such good boys, how could she not reward them for tossing away their old selves and becoming her adorable sons?

Neo licked her lips once more, already plotting for more boys to join Strawberry and Vanilla as her sons.