Tony and Pete were always trying to pick up hot chicks. They were spending the weekend in Vegas together, and on their patrol to find hotties, they spotted a woman with a huge booty that they couldn't resist. She was wearing skin tight booty shorts that left nothing up to the imagination. They turned to each other and nodded, before following her back to her hotel room. Once she got there, she turned around, startled.

"Didn't mean to scare you baby. The name's Tony."

"And I'm not interested." She keyed into her room.

As soon as she slipped in, Pete grabbed the door.

"Now hold on, I think I've got something that can change your mind." Pete grabbed at his huge boner, showing through his sweats.

"You know what, that does change my mind. I think I'll take your dick." She turned to Tony. "Yours too."

She waved them into her room and shut the door. The two men looked at each other grinning before Pete doubled over in pain.

"What's wrong bro? Are you... aghhh!" Tony fell down clutching his stomach. He felt his insides rearranging. He felt his dick get smaller and smaller until it pulled itself inside him. Each of his balls then pulled in with a pop, leaving a wet vagina in their place. Tony looked into his pants and then looked up in shock. Pete had the same look on his face.

"What the fuck did you do to us??" Tony yelled.

"I did what I said. I took your dicks. You can go now." She laughed.

"This isn't fucking funny! Give us our dicks back right now!" Tony yelled some more.

"Hmmm... no."

"Please ma'am. We'll do anything..." Pete begged.

"Alright since you asked nicely, but only if you try some of my clothes on." She went to a drawer and pulled out some booty shorts, panties and crop tops.

"There's no fucking way..." Tony started before Pete punched him in the arm.

"Thank you ma'am. We'll try them on right away, right Tony?"

"Yeah whatever." The two men stripped all their clothes off, leaving nothing covering their sensitive pussies. They then immediately pulled on the panties, shorts and crop tops. Tony's shorts had some kind of leopard print and Pete's was orange with black spots.

"Alright we tried your stupid clothes on now give me my dick." Tony asserted.

"Whatever you say." She snapped her fingers.

Tony immediately felt his penis begin pushing back out from the folds of his vagina followed by his two balls. As before he could breathe a sigh of relief, his chest began to tingle. Two large breasts swelled out from under his nipples as he let out a feminine moan.

"What the fuck is thi-aaaghhh!" His shoulders popped inwards as his hips popped out. He shrunk ten inches and long black hair grew from his scalp. He could feel his face reshaping and he heard Pete scream. He looked over to see a petite-looking Pete on all fours, his ass slowly expanding until it was enormous. Pete let out a girlish moan as feminine fat filled his spandex shorts. Tony couldn't react before his own ass began expanding to enormous proportions. He looked over at Pete's ass and hoped his wasn't as big and round, but he didn't want to check.

"What the fuck did you do to us?" Tony asked in as menacing a tone as he could muster with his new squeaky voice.

"I gave you your dicks back. Don't you feel manly? Now leave. You can keep the clothes." Before Tony could react, she added. "If you try to argue, I'll take your dicks again."

They stumbled out of the woman's apartment, unused to their new wide hips and female proportions. Their asses jiggled with each step, filling them with shame and erotic tension. Their dicks were hard from the feeling of their own body. They got on the elevator and there was a short man standing in the back. They could feel him undressing them the whole ride down. He got off on their floor and started following their bouncing tushes with his eyes. Tony had had enough.

"Yo man, you got a problem??" He yelled, grabbing his dick.

"Yeah you following us?" Pete added.



The man ran off in embarrassment.

"What a creep." Pete said pulling up his shorts.

"Yeah, what a pussy." Tony added adjusting his boobs.