Valerie and Jane paused to catch their breath, wiping down their perspiring bodies from the intense cardio and yoga class they were attending at the gym. This was their fourteenth workout session they had attended together since the year began, and their workouts had been paying off. Valerie was trying to slim down before the new year and Jane was trying to work on firming her ass, saying that she needed to tone it up a little to catch the right guy. Valerie didn't share Janes sentiments, always telling her that she didn't need a guys approval to get in better shape while Jane just laughed it off. Jane loved hanging out with one of the only other women at her job, but they had such different personalities.
"Why else would I want get my body fit? what guy doesn't like a hot yoga gym bunny...besides my ass looks great in these pants" Jane turned and showed off her firm ass encased in nearly see through skin tight yoga pants. Valerie certainly appreciated the view, however her appreciation extended far more than just how well toned it was. Valerie sighed mentally, wanting more than to just look at it, daydreaming about undressing her coworker and fucking like mad in the gym locker rooms under a hot shower.
"Hey gals, nice form for once" A rough feminine voice spoke, while a pair of strong yet delicate looking hands pressed themselves onto Janes ass, while she was flaunting them to Valerie. Jane squealed as her buttocks were manhandled
Valerie was interrupted from her daydreaming by an acquaintance they had made at the gym, Syd. Syd was everything that Valerie wished she could be, an open and unashamed lesbian not afraid to let the world know who she was. Syd was strong, confident, had an eleven out of ten body that put other women to shame. That boldness however was something that Valerie lacked and always chastised herself for becoming such a wallflower in her presence.
"Syd...please. I told you to quit it..we're not like that" Jane huffed and giggled as she struggled to escape the stronger womans clutches. Valerie's heart clenched.
"Cmon girls, The next session is starting" Syd laughed, releasing the girls and walked over to join the rest of the class. Valerie and Jane got back into their positions, the class had five other women besides them and the instructor. They all faced the instructor as the music began and as soon as the countdown for the workout to begin finished, the world blinked and Valerie perspective shifted slightly.
One moment she was staring at the back of one of the girls in the class and the next she's staring into the eyes of that girl as they peered up at her from their new position above her ass cheeks. Valerie stared at these blinking eyes as the woman brought her hands around into her field of view and began to panic. She turned around and Valerie saw that she no longer even had a head, the place where her head and neck would be was now just a feminine slit. There was an anus situated in the cleavage of her opened tube top, and the crotch of her training shorts was muffling her panic screams.
Valerie looked around her and tried to find Syd and Jane, but was perplexed at the sight where the instructor occupied. She could only describe it as a blob of tanned flesh that moved around like an over-sized beanbag chair, it was teardrop shaped and it wobbled around madly. The flesh blob swiveled forward and Valerie gasped as she saw an dark pink splotch appear, something she instantly recognized as belonging to part of an areola. Where the instructor once stood was now a five foot tall, eight foot wide disembodied human breast, with a fat swollen but inverted nipple. While the nipple was as big as her torso, it began to open up and become erect. Valerie was transfixed at the sight, watching as a wriggling pink hand wormed its way out from within, followed by another and soon the upper torso of the instructor freed herself from within the inverted nipples confines. She was naked, and entirely bright pink as her torso and breasts looked to be throbbing. The instructor had somehow become an anthropomorphic nipple attached to a giant breast. The instructor flopped around trying to gain her balance atop her new body, causing her to jiggle and bob too and fro, She seemed opened her mouth slightly as she discovered her new form and Val could see a trickle of white fluid drool down her torso.
The instructor was sent flopping about wildly on her new breast lower body as one of the other women in the class bumped into her, due to the fact that this woman also lacked a head. Instead sprouting from her neck was something else entirely, it looked to Valerie that her head had been replaced by a swollen cows udder. The udder atop her shoulders wobbled wildly, bright pink teats flopping back and forth as she flailed around wildly. The udder headed woman, ripped at her top and exposed her chest for Valerie to see the rest of her changes. Her torso now housed eight breasts, two rows of four luscious D cups crowding her torso. The breasts to her sides housed pretty pink nipples, but the four in the middle had an eye situated where the nipples would be and the ones below had bright pink lips instead. While she struggled to wrangle her new perspective, Valerie could see twin cow-tails extending from her backside.
Another woman beside her seemed to be luckier, her entire torso had been twisted atop her hips. She was facing backwards looking down at her ass cheeks from below her breasts. She was frantically pawing at her new front facing backside and watched as she peeled off her shorts and kicked them aside and nearly tumbling to the floor in the process. Valerie was alarmed at the sight of a something dark brown emerging from between her ass cheeks when she was shocked to see the flared tip of a horse cock worm it's way past her pert rounded cheeks. The cock soon became erect enough that it reached the bottom of the woman's breasts, large and thick and mottled with pink splotches and covered in thick bulging veins. The woman had to stand bowlegged as the massive cock parted from between where her anus would be, and Valerie could see that her pussy had been replaced by a pair of massive brown and hairy horse testicles in the process.
Beside her was another woman, she was the least changed out of them all so far as her head had swollen up and been replaced by a massive breast. However her hair, eyes and mouth still remained. Her nose was now a large pink succulent nipple situated in her bloated face. Her head wobbled like gelatin as she used both hands to steady her new herself and keep her vision from bouncing.
That last other woman she saw could do little more than wriggle on the ground as her arms and legs and simply ceased to be, and the area they used to be was now occupied by a glistening pussy. She struggled to upright herself, but had difficulty due to the fact that her torso was crowded by six pairs of breasts, and Valerie could make out a pair of erect nipples sprouting from her backside as well in her tight workout shorts.
Valerie stumbled backwards looking for her friends when she noticed that she could feel, not just two, but four feet touching the ground. Valerie gasped as she looked behind her and saw extending from where her ass would be, another torso extending from it. Valerie paled as she recognized that toned backside, and those too tight yoga pants as Janes. She could feel every sensation in her new lower body as it was her own, and move it about at her whim as well. Valerie peered down at her body and was shocked to see a pair of arms attached to her hips, arms she could feel but not control as they pawed at her torn and ripped workout shorts. Valerie screamed as she felt the arms undress her frontal body and left her exposed, she clenched her thighs together to keep the arms from violating her and they began to shake. They slapped at her thighs as they struggled to part Valerie's legs and the shock of the arms going crazy caused Valerie to tumble, her lower torso falling on it's knees as her frontal thighs parted. Looking down she was prepared to see the foreign arms violate her body, and nearly screamed as she saw Jane's pleading blue eyes staring at her from above her pubic mound. Situated above her shaved lips with her clit on either side.
Valarie fell to all four knees as she looked at her coworker from between her thighs and one of the hands at her hips reached up to hers for support, Valerie understood what she wanted and held the her coworkers hand to help comfort her. She could feel both as if it were own. However Syd was nowhere in sight, and Valerie and and Jane were to occupied with one another to look out for her. They wouldn't discover their newly grown penis on their lower body and the green pleading eyes situated on it's glans until far later.
