Biff couldn't believe what was going on. Just a few days ago, he was the most popular man at school. Now, he was some sort of freak, getting railed in the pussy by his girlfriend, with what used to be his own cock, only larger. And he hated to admit it, but he was enjoying it. The fullness, the speed, and even the audience. Biff looked up to see Sarah, thrusting away with her borrowed equipment, a look of pure joy splayed across her face. To her right, goth girl Morgan had her hand deep between her legs, rubbing her pussy with vigor. An idea popped into Biff's head.
Sarah couldn't believe what was going on. She thought that the cock felt great before, but now it felt so much better. She couldn't wrap her head around it. Biff's pussy was just so tight, and hearing Morgan moaning behind her, drove Sarah temporarily insane. Without thinking, Sarah grabbed the goth chick by the hair and pulled her in for a deep kiss, all the while still pumping away at Biff,
Morgan couldn't believe what was going on. It was weird enough that the head cheerleader asked for her help, let alone everything she'd seen or felt this afternoon. Now she was making out with Sarah in front of Biff, who was slowly growing more and more feminine with each thrust. Pulling away from the cheerleader, Morgan caught a glimpse of Biff eyeing her pussy, and made a choice. She quickly straddled the former man's head, placing her clit right in front of Biff's waiting tongue, then leaned forward to continue making out with Sarah.
The three way lasted for what felt like hours. Morgan had to compliment Biff; for someone who has had a pussy for a short period of time, he sure knew how to work one. Morgan eventually returned the favor, licking Biff's clit while Sarah continued to fuck her boyfriend with the foot long dick. Biff found out that he was a screamer when he finally came, moaning loudly after the double team on his womanhood. It was as he came that he clamped down on Sarah's large penis, causing her to finally orgasm as well.
Sarah thought that the last few times she came with a penis were good. This one was ten times better. Sarah shot her load deep into Biff's pussy, as she didn't have the strength or will to pull out. Semen leaked from around her cock, quickly licked up by Morgan, who had cummed enough during the whole exchange. She slowly collapsed next to Biff, and gave the former swim star a deep kiss. Sarah eventually pulled out and crumpled to the ground.
"That... was fantastic" was all that Biff could say as he passed out.
It was almost midnight when Morgan woke up. After that marathon sex session, she wasn't surprised that the three of them had slept so hard. She managed to find a light, and took a look at her surroundings.
Biff was now completely female, about 5'5", with huge breasts and a great ass. Apart from the long red hair on his head, his body was completely hairless. He was now a total knockout. Just thinking what he did with his tongue was enough to get Morgan's motor running again, but she knew she needed to get home. As she was gathering her clothes, slowly getting dressed, she heard Sarah start to move, followed by a scream.
"What is it?" Morgan asked. Biff, awoken by the scream, started to rise to look at his girlfriend.
Sarah stood up, her back to the two others in her room. They could hear her start to sob as she struggled with something. Sarah turned around, hand on the foot long dick, still between her legs.
"It won't come off. I still have a penis. It was supposed to turn into a dildo after I came".
