Upon arriving at the mall, Eric adjusted his breasts which were being pinched by Steve's sister's bra.
"Damn, who would have thought I'd ever complain about breasts." Eric said.
"I think they look great, dude." Steve said with a sly smirk.
"Yeah, well I think your sister's boobs are smaller than mine, I'm going to need to get some new underwear first." Eric said casually as they walked toward the mall, Eric's ass swaying back and forth with every step, and Steve staring at it lustfully.
"Please don't talk about my sister's boobs, dude, that's a total turn off." Steve said as he watched the hypnotic sway of his best friends feminine rear.
"Why the hell should you be turned on...?" Eric stopped as he noticed his friend checking him out. "Steve! What the fuck dude?!" Eric snapped.
"What?"
"Were you checking out my ass, dude?"
"Well.... I mean..." Steve stuttered "It's technically your sister's fine ass..." he tried to joke.
"Dude, come on!" Eric said, as he stamped his girlish foot, and made his breasts bounce. "We need to be serious here, and I need your help, okay?"
"Yeah, dude. Sure." Steve said, slightly embarrassed that he couldn't control himself.
As they entered the mall through the Department store entrance, they found themselves walking through the makeup department, and a chipper young woman walked right up to the two of them, blocking their way.
"Hi, I'm Amber! I see you've some in for one of our free makeover's today, how about you come with me!" Amber said, taking Eric by the shoulder and leading the confused boy to her counter and into a seat.
"What?" he squeaked "I don't need a makeover..."
"Oh, honey, it's okay, like I said it's free today, to show off our new range of cosmetics, and you've come in here with nothing on that pretty face of yours, just you sit right there, and I'll having you looking gorgeous in no time!" Amber said, completely ignoring his protests.
"Yeah... uh... Erica," Steve said "Just let her make you all nice and pretty, that way if we run into anyone we know, they won't notice you, y'know?"
"Oh, I promise you, everyone will notice you, when I'm done, sweetie." Amber said she she covered his face in a light foundation.
"I really don't..." Eric started giving Steve an aggravated glance.
"Hush, sweetie," Amber said, as she started on his eyes "Just relax."
Steve watched the woman work her magic as she told Eric the need for everything she was doing, as she showed him the colors she was spreading on his eye lids, which would make 'his eyes pop'. She lined his eye lids with a dark line, and curled his lashes, until his eyes looked stunning. Steve watched as Eric sat uncomfortably looking into the mirror, and fluttering his lashes, and Steve started to fall in love with those beautiful eyes.
Amber then spread the color on Eric's cheeks, and blended it masterfully, and then moved on to his lips. She soon had Eric's lips looking plump, luscious, and glossy, like that girl from KickAss. Within 15 minutes the two boys, were thanking Amber and walking into the Mall, Eric's face matching his beautiful body now, and the proud new owner of a new makeup set, as they both felt that they needed to buy something to thank the girl for her time and effort.
"Dude, stop." Eric said.
"I can't..." said Steve.
"Dude."
"I'm sorry, man, it's just... I never realized how fucking beautiful you were." Steve said, as Eric rolled his eyes, but inside her couldn't fight the feeling of pride and glee at being called beautiful.
"Thank you." Eric smiled at his friend. "But we need to get me some new underwear, and get the rest of the stuff and get out of here."
"Okay, let's get the underwear here." Steve said, as he grabbed Eric's arm and dragged him into the Victoria's Secret.
"No!" Eric tried to protest, but his new smaller body couldn't fight his friend's grasp, and a second later he was standing in the Valhalla of women's underwear.
"Hi! Can I help you two?" a girl said as she walked over to them.
"N--" Eric started, but before he could say a word, Steve reached out and grabbed Eric's hip and pulled the feminine boy into himself and spoke to the sales girl.
"Yes! My girlfriend, Erica here, needs some new undies, It seems she's grown out of the one's she's wearing now." Steve said with a broad smile, and Eric could only give him a menacing glare as the sales girl took Eric by his girlish hand and led him toward the back of the store.
"No problem, I'll have you measured and fitted for some sexy new lingerie in no time. the girl said happily as she pulled Eric into a back corner fitting room, and pulled a measuring tape from her pocket. "Now get those shorts and shirt off, and let's see what we're working with!"
"Do I need to?" Eric said self-consciously.
"Well, I can't measure you through your clothes, silly." she said as bubbly as ever. And Eric could only shoot an angry look at Steve as he stood watching.
"Come on, baby" Steve said with a wide grin "Just do what the nice lady says and take those clothes off."
Eric un-buttoned his shorts before he noticed the curtain, and motioned to the girl and said "Do you mind?" and she, still smiling said "Oh sure!" and slid the curtain closed on Steve. Eric thought that at least Steve didn't get the satisfaction of seeing him in his sister's underwear as he slid his shorts down his smooth legs, and then pulled the tank top off over his head.
"I'm going to need you to loose the bra too sweetie, so I can get a good measurement." The girl said as she measured his hips, and his ass. Eric reached behind him, and like he had been doing this for years, he unhooked his bra, and allowed his breasts to bounce free as he tossed the bra on the bench with his shorts and top. The girl went straight to work, measuring his chest like a professional, as Eric tried not to notice he was being measured for his very first bra.
"Wow!" the girl said with a giddy surprise. "A 32D! you are a very lucky girl!" she said as she put her measuring tape away and thrust her own chest out toward Eric "I'm only a 32B" she said with a playful pout "But you have a gorgeous pair of breasts, you go girl!" She said with a smile, and Eric felt proud of his body, as he blushed and smiled back at the girl. "Okay, you wait here, and your boyfriend and I will find you some sexy lingerie, okay?" And before he could stop her, the girl slipped out and left Eric alone, standing in the curtained room, wearing only his best friend's sister's panties.
Eric turned to the mirror and noticed that, with the makeup that Amber had given him, he actually did look, much like a girl. He turned his body this way and that, admiring his firm, plump ass, his long, sexy legs, his trim narrow waist, and his large supple breasts. There was no denying it, he was a sexy chick.
