[TF, M->F, Hair/Breast/Ass Growth, Skin Fabricification]

Paul groaned. Whatever was wrong with the school bell, it was becoming annoying. It seemed stuck on its note. To top it off, he was feeling distracted from his task at hand. He felt itchy and uncomfortable. He listened to his surroundings, and once he was pleased with the silence he shucked off his shoes and socks, followed by his pants, shirt, and sweater.

There he was, naked in a public bathroom with his throbbing cock in hand. He took a moment to look over his body. He was lean, neither very muscular or fatty, but not so thin people gawked. ‘Nondescript' was a word to describe Paul if someone saw him on the street. Not that he minded, as it let him mind his own business most of the time.

A shiver ran down his spine. Stripping completely seemed to have been a bad idea. He glanced at the device, having set it aside on the toilet paper holder, before reaching over to where he set his sweater with the rest of his clothes on top of his school bag. He pulled it over his head, smiling as he looked down at it.

It had been a gift from Gab, a new sweater to welcome fall in. Warm, autumnal browns patterned neatly with gold and amber hues, with embroidered leaves, feathers and pumpkins. It was beautiful and fit well, and Paul was already loving it. At the bottom of his gaze he saw his erection standing out proud. His hand wrapped around it, and he got to work.

His fingers slid along his length, and his breath was ragged almost immediately as he closed his eyes. Those girls he imagined, he wished they could be real. To have beautiful long hair flowing around their bodies, and to have perky breasts that bounced with every step… Paul bit down on his lip, stifling a moan. He couldn't help but to suck on his lip a little, teasing it between his teeth. It felt full and plush, not unlike Gab's.

A forbidden thought crossed his mind: what if Gabrielle was one of those girls he imagined? He couldn't help but to moan, feeling drops of precum fall on his face. He wasn't normally a squirter, but the thought of her body covered in stockings, with bouncing tits was apparently enough to propel him into ecstasy. His hair brushed against his face, even wrapping oddly around his neck. Paul knew it had been getting long, but didn't think it was already this excessive. He went to brush it back behind his head, only to bump into something soft.

Paul opened his eyes. Immediately, he realized something was going on. First, he was upside down, his bare ass against the ceiling of the bathroom. His bag and clothes seemed stuck to the ceiling; when he realized it was the floor, his vision spun. What really confused Paul, however, was the large tits on his chest that - despite his entire body floating in the air - seemed to defy gravity all on their own. He brushed his fingers against it and shuddered. In contrast to his dick, it was soft and delicate and feminine.

Paul's heart raced in his chest. Feminine wasn't a word he would use to describe himself. But his sweater bulged and cupped his newfound breasts. Paul tried to pick his sweater out of his cleavage, except it wouldn't move. If anything, it felt like he was plucking at his own skin. Paul gasped, his hand subconsciously continuing to jack himself off. He was becoming one of those girls, like those girls that he had been fantasizing about in class.

The realization hit Paul much like the thick ropes of cum that suddenly fell into his face. He was panting, and wiped his face with his arm absentmindedly. The texture, as it dragged across his face was that of his sweater, though strangely he could feel the sensation from both his arm and his face. He looked down at his arm. The entire thing had been fabricified. It felt thick and wooly to the touch, but still contoured along the shape and size of his muscles. Even his hand had been turned into a sweater, the feminine fingers splayed out on display with slightly longer nails than he was used to.

Paul looked down to the hand stroking his cock, and the both of them had changed. Now, his womanly digits wrapped around a swollen and squishy member, and Paul found himself masturbating even faster and harder. One hand explored his breasts, tracing out the patterns the stitched decorations had made over them. An edge of a leaf ran straight through a pointed nipple, and Paul moaned as he caressed it.

Barely able to focus, Paul managed to remove his hands from his genitals to grab the tops of the stalls above his head. He pulled himself to them, shocked by how much resistance there was, as well as how long he still felt the ceiling on his bare ass. A peak over his shoulder - after clearing the wild hair from his vision - revealed a much larger rear that was made of the same wool he was. Using all his effort, he dragged himself along the stalls and positioned himself to see his reflection.

A gasp slipped from his lips: he was hotter than he thought. Almost his entire body was covered in the beautiful sweater, and save for his breasts and butt, he looked to be very similar to his usual self. His hair fanned out around his head as whatever gravity defying effect worked on him also worked on each strand individually. Based on some of the hairs he could only guess they'd reach the small of his back, though the angles were hard to tell for certain. He blinked his eyes, watching his reflection as the fabric of his eyelids closed naturally over his fabric eyes. He wasn't sure how he was able to see, as the wool spheres seemed to be unable to see through the brown and gold dyed fabric.

No matter, that would be an issue for another time. Paul kept stroking himself, enjoying the pulling sensation as loose fibers snagged against each other and the small pops as those tangles snapped free. He watched as the fall colors made their way down his legs. Embroidered patterns snaked through his changing skin, giving a fall motiff to his entire body. Paul felt his next orgasm building up, remaining ever so slightly out of reach. He was left panting, body slowly spinning forward as he struggled to reach his climax.

His dainty fingers first noticed a different in his balls. Slowly they pulled, drawing his sack with them into a petite mound. After that, his cock started to also retract. Paul's breaths became fast and panicked as his efforts grew more and more in vain. The dwindling member was becoming extremely sensitive, almost hard to hold onto. With a gasp, Paul released his grip and watched it disappear into the folds of wool his balls had become. Tentatively, he reached his fingers down to the new mound and teased the soft lips apart. He felt warmth down there that he was unfamiliar with.

Paul stopped himself. That wasn't entirely true, he realized. He was familiar with it in regards to his girlfriend, though never himself. Hesitantly, his fingers explored in, the warmth blooming into pleasure. He smiled, licking his soft lips with an equally soft tongue. There, nestled within the layers and folds of tender flesh-turned-fabric, was what remained of his dick. It was merely a clit now, though there was nothing mere about that. Even the slightest brush sent electricity through Paul's spine, and he was readily reminded how close he was to finishing. His fingers slipped into his newly created void and pressed against the muscular walls.

Paul looked at himself in the mirror, watching the woman of his dreams playing with herself. At the sight, his sex clenched and his hips bucked. A warm sensation crept through his body, igniting the nerves it passed with a fire. How vision blurring as his eyes rolled back into his head, Paul uncontrollably humped at the air with his hand gripping his sex. A pressure against his ass joined the sensations as he climaxed, leaving him shaking on the floor as though lost in a seizure.

As he came to, Paul could hear the final cries of the bells on campus. He panted, slowly standing up from the floor he found himself on. He was still horny, but it was manageable now. Suddenly, he heard a knock at the door. His bafflement at someone knocking to enter a public bathroom was set aside by his surprise and fear. He looked like a woman - albeit a strange one covered in wool - while in the men's room. He turned to the stall where inside resided his bookbag and clothes. He glanced at the door, swearing he could see it opening in slow motion. As a last ditch effort, Paul dove himself under the stall door as he tried to crawl into the stall before being caught, only to hear the door swing shut behind him.