Rated R (Tg/Ap)

Ben had been trying to convince his parents to let him see the new R-Rated comedy in theaters, but his parents were pretty strict about “sexual content” in movies. He hated hearing all of his classmates make jokes and references since they were a constant reminder of how lame his parents were. He wanted to be able to talk about the movie too, so one day after school, he decided to sneak into his local theater. He just waited until another movie let out and snuck in while the exit doors were open. He sat down in the auditorium and smiled as the theater began to fill up with a new audience. He thought he was in the clear until a man in his mid 20s sat down next to him. He thought about moving seats, but didn’t want to draw attention to himself. He sunk into his chair and crossed his arms as the trailers started playing.

Ben began to feel a tingling spreading across his body, but ignored it and chalked it up to the nervousness of sneaking into an R rated film. He barely noticed his skin becoming soft and smooth. His sudden growth spurt was harder to ignore. He let out a muffled groan as he felt his body suddenly grow upwards and outwards. Bones cracked and joints popped as he shot up in his seat, gaining inches of height in mere seconds. He felt his hips widen with a loud crack, though the sounds of the theater thankfully covered up the sounds of his changing body. His boyish clothes began to tear as his body grew, revealing a rapidly feminizing frame beneath the tattered threads. He looked down at his alien body, panting as his vocal chords began to change, and moaned as he felt new sensations beginning to build in his chest. He was horrified and confused by what was happening to him, but he didn’t want to draw any attention to himself. He was thinking of trying to sneak out of the theater and call his parents, but as soon as he began to stand up, he felt an arm wrap around his shoulder.

“Where you goin, babe? Movie’s about to start.”

Ben wanted to push the man off and run, but before he could act he reluctantly let out a feminine moan as his chest began to pulse. Two massive breasts began to sprout beneath his shirt, sendling alien pleasures coursing through his body. His growing nipples were tickled by his shirt as the weight on his chest continued to grow. He let out another groan as he felt his spine crack inwards, adjusting his posture to accommodate his new center of gravity. He felt repulsed by the jiggling of his new breasts with every breath, but as much as he wanted to fight it, he couldn’t help but relish the feelings they were flooding his body with. The man next to him suddenly squeezed one of his new boobs, and while Ben wanted to punch the stranger as hard as he could, he instead let out a sensual moan as feminine desires began to flood his mind.

Ben wanted to fight the changes, but he was growing more powerless by the second. He squealed as he felt a tuft of pubic hair sprout right above his groin. Much to his horror, he felt more tingling sensations beginning to build between his legs. He squirmed as he felt his boyhood beginning to retract between his legs, slithering up into his abdomen as his new reproductive system began to settle. He’d never felt anything so pleasurable, and it made him want to scream. A pair of fleshy lips swallowed up his boyhood as his sensitive new clit settled at the top of his new vagina. He immediately felt his alien new sex growing damp as the stranger next to him pulled him closer. 

Ben wanted to run for his life, but with each passing second, he felt strange new feelings embedding themselves into his mind. Even though he couldn’t understand why he was changing like this, and even though he hated the mere thought of being a girl, the stranger next to him was making him feel comfortable. He let out a few more moans as his clothes began to change. His tattered threads morphed into a pink hoodie and t-shirt, while his pants shortened into a cute plaid skirt. His boying boxers tightened into a silk thong, stimulating his new sex as it caressed his vulva. He felt a bra materialize beneath his massive new breasts, pushing them upwards and making them seem even bigger than before. He rose a few more inches in his seat as his ass expanded into a supple peach shape, filling out the rest of his new underwear. He shook his head as he felt a tingling spread across his scalp, noticing his growing hair was now a bright blue and reached past his shoulders. He grunted as he felt his face shift and crack, growing older and softer. He shut his eyes as his face became that of a beautiful college freshman, both alluring and innocent. His hair pulled itself back into a ponytail as makeup caked itself across his face. He felt his new facade in shock, struggling to understand why this was happening to him. Before he had much time to think it over, he noticed the man next to him unzipping his pants.

The stranger next to him wasted no time in whipping his dick out, and to Ben’s horror, he felt a sudden urge to touch it. He wanted to run, but instead simply reached out and touch it with a feminine new hand. He didn’t know why he was doing this, but feeling the man’s member caused a sudden rush of memories to flood his brain. He suddenly had memories of meeting this man in class, getting dinner with him, and spending quite a few nights over at his apartment. He could remember the man’s closet, wall decorations, and…bedsheets. He wanted to pull away, but instead began stroking the stranger’s member, teasing every inch of his shaft with his delicate new fingers. He felt an excitement growing as his new pussy grew damp. He was as confused as a 12 year old could be, but he wasn’t 12 anymore…right? He…she was 18, and this was his…her boyfriend. Ben wanted to stop, but to his surprise, the man suddenly plunged his hands between Ben’s legs. 

He rolled his eyes as the man’s fingers perfectly stimulated his new clit. He covered his mouth in a futile effort to stifle the sensual moans coming out of his mouth. The man rubbed his fingers against Ben’s pussy, forcing orgasmic feelings and new memories through the new girl’s body. Ben was powerless to stop the mental transformation. It felt too good now. With one final stroke, Ben gave in to the pleasure of being Beth. Beth continued to stroke her boyfriend’s cock, turned on by her first public fingering. She looked at her boyfriend, Will, and smiled as she felt his cum spurt all over her hand. Giggling, she wiped it on the bottom of her seat and leaned against her lover. Now that they had both been satisfied, she couldn’t wait to see the movie.