Ben and Tom were best friends. They had met in kindergarten and hung out constantly ever since. They were in 5th grade now, and Ben’s mother had been gone for about 3 years. Tom never asked about it, but he heard that his best friend’s mom ran out on their family to live with some young millionaire on the west coast. The boys were sleeping over at Ben’s house, playing video games and chugging Mountain Dew as pre-teens are known to do. Ben’s father was out of town on a business trip, so the boys had free reign over the house. Tom suggested that they explore Ben’s father’s bedroom out of boredom, hoping that they might find some naughty magazines or something. Ben reluctantly agreed after losing repeatedly to his friend at Super Smash Bros.
The room was pretty normal, save for one thing: an extravagant necklace on display on his father’s drawer. Tom asked about it, and Ben replied that it must’ve belonged to his mother.
“I think my dad was planning on giving it to her as a gift. Apparently it’s super expensive.”
“Why didn’t he just return it?” Tom asked.
“Maybe it reminds him of her? I don’t know. He’s been pretty broken up about it. I have been, too. I’d give anything to see my mom again.”
The universe itself seemed to shiver at Ben’s words. Without warning, the necklace flung itself around Tom’s neck. Ben jumped in surprise while Tom was paralyzed by shock. The necklace rapidly grew warm around Tom’s neck as a foreign energy began to course through his body. The young boy screamed as his frame began to expand, his body rapidly growing as his bones popped and shifted. In a matter of seconds, he had grown almost a foot taller than his best friend. His shoulders widened as his hips jutted out with a loud crack, tearing his boyish clothes as he grew. Ben watched in terror as his friend transformed, growing bigger, and seemingly older, by the second. Tom hunched over in pain as his limbs grew proportional to his maturing body. More painful cracks echoed through the room as Tom’s spine elongated and arched inward, giving him a uniquely feminine curve.
“B- ben, what’s happening?” Tom squealed as his vocal chords matured.
“I- I don’t know. I don’t- “
“OOOOHHHHH!” Tom screamed as his voice became disturbingly familiar to Ben. Tom thrust his chest out as his shirt tore open, revealing a pair of widening nipples and fat welling up behind them. Ben watched in horror as a pair of breasts sprouted from his best friend’s chest. He had always wanted to see boobs in person, but not like this. Tom’s breathing grew heavy and alluring as his breasts continued to grow, weighing down on his chest and balancing out his new center of gravity. He grabbed them in a panic and reluctantly moaned as his new appendages sent brand new pleasures coursing through his changing body.
“Ben, honey, help me!” Tom moaned, not even realizing how he’d referred to his friend.
“Y- you sound like my mom…” Ben whimpered, realizing what was happening. “The necklace!”
Tom’s face went pale as he remembered what Ben had wished for. He reached for the necklace to pull it off, but was suddenly assaulted by a flood of sensations coming from his groin. He reached down for his boyhood as he felt a tingling beginning to grow between his legs. His organs began to shift internally as the tingling grew stronger. He wanted to cry as he felt an emptiness growing just above his crotch, but before he could shed a tear, his boy parts were vacuumed up between his legs. He moaned as he felt a womb and ovaries form within him, leaving a wet pair of lips between his legs. His new sex immediately called for attention, and much to Ben’s horror, Tom began to rub his feminine fingers across the void between his legs. Every motion of his fingers between his legs felt like pure ecstasy, and Tom couldn’t help but moan as he plunged his fingers into his new orifice.
“Tom!” Ben screamed, horrified by what he was witnessing.
“Oh, Ben, I…unnfffff…” Tom moaned as his thighs thickened and his ass inflated. Rubbing his new clit was only accelerating the changes. Brand new synapses in his mind were firing off with every tease of his new sex, filling in memories he didn’t want. He remembered meeting Ben’s father in high school. He remembered his first kiss. He remembered losing his virginity. Tom knew these weren’t his memories, he was just a kid who was barely attracted to girls yet, but these feelings felt so right. Ben watched in horror as his friend’s face contorted in pleasure, shifting and cracking until it began to resemble a face he knew all too well.
Tom’s tattered clothes began to morph into a femine outfit that perfectly hugged his new curves. His hair began cascade down his shoulders, growing soft and silky as it went. Makeup applied itself to his seductive new visage as he struggled to fight the changes in his mind. He didn’t want to be his best friend’s mother.
“Ben, baby, don’t let me go. I don’t want to be your mom. I’m a boy, I’m a kid, I’m…” Tom trailed off as more memories flooded his mind. Decades of life, a different school, different friends, and to Tom’s horror…his pregnancy with Ben. He remembered raising his…her son, giving birth, breastfeeding, Ben’s first words, Ben’s first day of school. Tom tried to fight it, but the allure of motherhood took hold. He…she loved being a mother and caring for her sweet boy. She was Theresa, loyal mother to her son, and loyal wife to her husband. She blinked as her irises turned a deep hazel, accepting her new life and smiling at her loving son.
“T- tom?” Ben asked, shaken by what he had just witnessed. “Mom?”
“What is it, honey? Why are you looking at me like that?” Theresa asked as her son stood motionless. She did feel embarrassed, like she had just blacked out for a second, but it all began to come back to her. She was, however, feeling unusually horny for some reason. She couldn’t wait for her husband to get home. In the meantime, she was planning on spending some quality time with her boy. “I’ll tell you what, honey. Let’s go get some ice cream and you can tell me what’s bothering you.”
Ben reluctantly agreed, wondering if he’d ever be able to cope with the night’s events. He didn’t know if Tom was still in there, but he was happy to see his mother again.