The Last Shapeshifter Ch. 01

"Trevor," Max whispered as loud as he could while looking around with extreme caution. "Trevor I saw you come in here, and you never came out. Get out of here before you get expelled." Max seemed to think about this for a second and then added, "Before we get expelled."

Without thinking, Trevor opened the stall door. Maybe he did this because he thought he could get away posing as Mrs. Schultz. Maybe he did it because he thought he might be able to burden his good friend with the knowledge that something incredibly weird was happning to him today. But whatever Trevor might have done, it was pushed out of his head by the eyes of his friend wandering over their teacher's flushed, curvy body. Trevor saw that Max's eyes were wide with fear of getting caught, but also were alive with lust as they tried not to rest too long on any one gorgeous part. Max's lust seemed to trigger something in Trevor's mind, and a part of him, the part of him that had never looked at a guy that way, shut off. New eyes, feminine eyes looked back at Max. They were eyes that had spotted prey, and the sensuous body reacted.

Max's teacher grinned demurely at him, and took a step out of the stall towards him. This caused Max to react like a deer caught in two very sexy headlights. She decided he looked good enough to eat. "I'm afraid I'm the only one in here right now, Mr. Butler."

Max's eyes grew impossibly round and his face went white as all the blood drained. "I...Mrs. Schultz, I'm...I'm so sorry, I'm not trying to...You see, I thought I saw..."

"It appears you were mistaken, Mr. Butler," Mrs. Schultz purred as she took another step towards him. He flinched as she did so. He was so skittish, but as scared as he was, his eyes still wondered all over her hot body. She put a hand on her breast and began slowly pawing at it. "Did I spill something on my chest? You can't seem to take your eyes away from there."

"I...no, I...I'm sorry. I just..."

"Can't stop picturing me naked?" She knew this virile eighteen year old wanted her in the worst way. It would be so easy to close the distance between them and put her hands on his hard pecker and a tongue in his mouth. She'd unzip his fly and swallow his manhood while groping his firm, young buttocks.

She started forward to do just that, but another part of her, a part she didn't understand exploded in her mind. Trevor's reasoning came to the surface and he understood that he had almost jumped his friend and would have sucked his dick. And a huge part of him still wanted to. He fought it though, and managed to get out a weak, "I'll forget what I saw here, now get to class."

Max didn't need to be told twice, and he hustled from the room. As soon as he was out, Mrs. Schultz's voice let out a wantonous moan. Trevor went to the sink and stared at himself. His rational side said he couldn't figure this out here. He needed to get through his classes, not let anyone touch him, and worry about what the hell was happening to him when he got home. The increasingly horny side wanted to chase after Max, pull him back into this locker room and ride him to climax. Trevor didn't know how that thought even existed, but it made itself sound quite reasonable. The fear he felt of being discovered tipped the scales, and he focused on resuming original form. He watched in the mirror as his appearance seemed to shimmer with a dull white light, and then those ripples he had seen spread out over his body. A moment later, he was himself again, wearing his normal clothes, and still somehow with a raging boner. He left quickly, thankful that the halls were deserted as the second bell had already rung.

Since Max had a head start, he arrived at College Prep first, and stared dumbfounded into the room. Mrs. Schultz had beaten him there and was already addressing the class. Stranger still, she was wearing a completely different outfit than the one he had just seen her in. There was no way she was that fast. Did she have a twin?. As he pondered this, his teacher stared at him expectantly, waiting for a tardy slip, or some random superficial excuse. All he could do was gawk at her dumbly, and she sighed, rolled her eyes, and motioned for him to take his seat. A few minutes later, Max watched as his elusive friend Trevor showed up at the door with a notebook covering his crotch.

"Do you at least have an excuse for your tardiness, Mr. Burrtrick?" Mrs. Schultz asked, emphasizing the you and with a tinge of annoyance to her voice.

"I do not, sorry," Trevor answered.

Mrs. Schultz sighed again. "I usually don't have this problem, but I will start handing out detentions if people can't make it to my class on time."

"Yes, ma'am," Trevor said smartly as he made his way to his seat next to Max. "Won't happen again."

Max stared at his friend dumbly for several seconds, then went back to wondering how Mrs. Schultz could move at the speed of light, or be in two places at once. He heard nothing of that day's lesson, and as soon as it ended, Max asked Trevor, "Dude, something weird is going on today."

"Oh yeah," Trevor said nervously, not making eye contact with is friend. "How so?"

"It's just, I thought I saw you go into the girls locker room, and then, you weren't in there, but Mrs. Schultz was. And, I'd swear she was in a different dress in there, but she didn't have time to change because I came straight here, but she got here before me." He spoke about it matter of factly, as if it were a puzzle that had a solution, he just couldn't see it.

Trevor thought of what to say carefully. "Um, yeah, weird I guess. See you at last period." He tried to walk away, but Max stayed on him.

"That's more like borderline impossible. Maybe help me with the part you should know. Where did you disappear to?"

"I-I went to the guys locker room. Stomach felt weird. Took a dump and was late to class because of it."

Max studied his friend's face and almost plowed through an underclassman in the process. After a glance that told the underclassman that an apology would not be forthcoming, he looked back at Trevor, then smiled and nodded. It was clear that he didn't completely buy it, but was willing to let it go for the moment. "Alright, well, still doesn't explain Mrs. Schultz. I'll catch you later."

"Catch you later," Trevor hastily agreed, and they went their separate ways.

Trevor assumed he was being paranoid, but he still went out of his way to avoid skin on skin contact for the rest of the day. He didn't know what was happening to him but touch seemed to have been a catalyst for his transformation both times. That still didn't explain why he had almost jumped his friend's bones because of a look.

Despite Trevor's caution, he was surrounded by people, and two of them got past his defenses. One time was when a teacher's hand grazed his while passing out papers. Trevor had tensed up and prepared to bolt, but nothing had happened. He wondered if maybe only Max could make his body change, but to ask him would be to reveal this weird phenomenon and potentially add a deeper level of intimacy to their friendship that he was prepared for.

The second time someone had touched him had been after the final bell of the day. He was heading towards the exit, being careful, but then he saw Denise Riley walking in his direction. She had changed back to her normal clothes after gym, but that's not what Trevor saw in his mind. He still saw her topless, as she had been in the locker room, and she seemed to be coming towards him in slow motion, topless, her beautiful boobs bouncing perfectly as she walked. Even though it was only in his imagination, his mouth opened slightly as he stared, and his dick strained in his pants. He completely forgot about his hands. As she passed him, Trevor found himself jostled by the crowd that was eager to escape the hallowed halls, and the back of his hand came into contact with the back of Denise's. Trevor's eyes went wide as the familiar warmth sparked on the place they connected. But instead of feeling his skin begin to ripple and hair tickle the back of his neck, he felt the spark shoot like a lightning bolt up his arm to his head. He put on a burst of speed to his walk, trying to get to his car in case a change came, but all seemed well. Maybe this had been a temporary thing. Maybe it was over now. Maybe he should see a doctor about his everlasting hard on.

Reason told Trevor that this was far from over. Whatever was happening, he needed to try and understand it, and better yet, stop it or control it. He had standing plans to meet up with Max and Sabrina after school. They would usually meet up at Sabrina's house since her parents didn't get home until late. The routine was to grab a snack, help each other quickly finish homework, and then play video games or dungeons and dragons until somebody had to leave. Trevor sent them a text that he wasn't feeling well, and went home.

The problem with going home was that his dad may or may not be there. His dad didn't have a job per se. He did the occasional odd job or home improvement gig for a friend. He seemed to know a little bit of everything. Despite neither of his parents having full time employment, Trevor never recalled them struggling financially as he grew up. They didn't live like they were rich though, like there was a trust fund hidden away somewhwere. They actually lived quite modestly. As he got older, Trevor had asked his parents how they could afford things since neither had a job. His parents had laughed and his dad and answered that they had some savings tucked away and not to worry about. So Trevor hadn't, until this last year. He had entertained the possibility of maybe bringing a girl home during his senior year to try and lose his virginity, but the prospect of his father potentially being around stifled his ability to plan for such a thing.

Trevor's older siblings had gained a certain bit of freedom and privacy as they got older. Trevor felt like he hadn't. He assumed it was because he was the baby of the family, or maybe because it was just the two of them in the house now that his mom was gone. Either way, his dad pretty much inserted himself into whatever Trevor was doing every second that he was home. His dad didn't even respect the jerk off rule and would just burst into his room with a smile on his face, wanting to hang out. Trevor had been mortified on more than one occasion with porn on the computer and dick in his hand as his father strode in with a smile on his face. He would pretend like nothing was amiss as Trevor tucked himself back in and shut off the screen. He couldn't even lock the door, since he had always been told that there would be no locks in their house.

Because of all this, Trevor was elated when he pulled into the driveway and saw that his dad's pickup was not there. He figured he at least had enough time to tame this seemingly unquenchable monster that had been taking up space in his pants all day. He ran straight to his room and fired up his computer. His dick was already in his hand, and to get himself warmed up, his thoughts recounted the day. He had seen things today, more importantly, had turned into them. Images in his head played back in order, and he remembered in vivid detail how he had been Sabrina. Her long dark hair, pouty lips, full breasts, had all been his. As he focused on her form in his mind and how hot it had been to have her seductive figure, he felt his dick slide from his grasp. He looked down and saw that it was shrinking, and at the same time, his chest was swelling again.

The second he acknowledged the transformation, it stopped. He turned in a half circle so he could see the full length mirror that hung on the back of his door. What he saw disturbed him, but made sense. He still looked like himself, but had a micro penis and boobs, and the beginning of long, dark hair. He brought up Sabrina's image in his mind again, and let the transformation complete itself. He watched in the mirror as his face effortlessly molded itself into hers. His height shrank, his hips, butt, and breasts finished growing, and when it was all over, his friend Sabrina was looking back at him. His clothes were still there, and they hung loosely on Sabrina's petite frame.

Trevor's mind engaged in a brief tug of war about the morality of the situation. In a very real sense, Sabrina was right there in front of him. His childhood friend who he flirted with occasionally and absolutely wouldn't mind making out with was staring at him from a reflective surface and he had complete control of her gorgeous body. The tiniest voice said he should respect her privacy, but his hands said fuck that and took off his shirt. He had seen her breasts earlier, but his eyes hadn't lost interest yet. He drew closer to the mirror and ogled Sabrina's flesh. He felt her hands, soft and smooth, come up and lift her breasts, then dropped them to watch them bounce. Then he cupped them both, and when his palms touched the hard, protruded nipples, he heard himself give an involuntary gasp with Sabrina's voice. He felt her up for almost a minute, then dropped one hand underneath his pants to slide into a wet pussy. He stopped groping everything for a moment, and pulled his pants and underwear down. Sabrina was in front of him, completely naked. He made her blow him a kiss, then slowly turned around and gave him a nice view of her round ass.

Trevor was about to jump on the bed and see if the rumors about multiple orgasms for girls were true, but another thought butted its way to the front of the line. As a man that liked variety in his porn, he thought about how he had also been Mrs. Schultz. He focused on his teacher in his mind, even putting detail in what she had worn that day. As he did, the image he saw in the mirror rippled and began to change. Sabrina's height grew slightly, her breasts sagged a little, but also grew, and a wrinkle appeared where she smiled. Her face grew more mature and rapidly changed to that of his teacher. The most remarkable thing however, was the dress that appeared over her body, the same one she had worn in class. Even her glasses came along this time. They seemed to materialize from her long hair and neatly attach themselves to her face.

Mrs. Schultz stood where Sabrina had been a few seconds ago. The transformation had taken almost no time at all. Trevor realized that when he wasn't trying to find a place to hide or fight a change, it happened very quickly, and felt rather pleasant. Regarding pleasant feelings, Trevor felt like his nethers were flooded. He took the time though, to point at the mirror the way Mrs. Schultz would in class when she was about to lecture someone and said, "Mr. Burrtrick, you're late again. I'm going to have you stay after class so you can fuck me." Trevor lifted the dress so he could finger his teacher as he continued to purr in her voice. "You'd like to fuck me, wouldn't you Mr. Burrtrick. I'd like that too. I'd like to take your cock and..."

Trevor stopped his roleplay immediately as the image of Max's cock had come into his head. Not only had it come in, it had barged in, grabbed a seat at the table, and was demanding service. Trevor had changed in front of Max numerous times, at the gym, before swimming at the local pool, and, well, other times. He didn't think about his friend that way. Trevor felt he was as straight as an arrow, and now suddenly, he couldn't get the image of his friend's cock out of his head. Not only that, but he wanted to wrap Mrs. Schultz's lips around it, feel it grow big in her mouth, and suck and lick it until she could feel his jizz pour down her throat.

Unbeknownst to Trevor, while thinking about performing oral sex on his friend in the guise of their teacher, he had retrieved his cell phone from his pants on the floor, and was about to quick dial his friend and beg him to come over so he could do just that. His thumb seemed to waiver over the button. He looked at the thumb closely. It had a nail, like, a lady's nail. He looked at the mirror and it was like getting a douse of cold water. He had transformed into his teacher, and for whatever reason, wanted to give his best guy friend a blowjob in the worst way.

Thinking quickly, he pictured his original self, and about three seconds later, he was wearing his male form again. For a few seconds after, he still desired his friend sexually, but then it faded. It faded, but if he was being honest with himself, it never completely left. Trevor wondered why on earth turning into Mrs. Schultz made him want to...to bang Max. That was beyond weird and not something he would like to have happen again.

He felt like he might be playing with fire now, but he had to experiment one more time. This time he would be more cautious. He'd do a quick check to make sure he didn't have any fantasies about Max or any other guy as soon as he transformed, and if he didn't, he'd finally get himself off. His thoughts turned to Denise Riley, perfection in human form. His lust swelled as he recalled the sight of her topless earlier. As he transformed, he noticed the back of his hand, the place that Denise had brushed against earlier, emitted a warm, tingly sensation. This change was even faster than the others, changing so quickly that the image he saw in the mirror seemed to blur for a second, and then there she was, his high school crush, wearing not the outfit she had had on at the end of day, but her gym clothes.

Trevor could feel the tightness of the sports bra that was struggling to keep her boobs in check. He could feel the raw sensuality of her body that was toned and limber and in the prime of its life. The look he was giving himself from her face in the mirror was that of unbridled lust. He wanted to touch this body everywhere, to make it scream and moan. His hand grasped the front of the tiny gym shorts that hugged her firm butt. He was about to dive into the depths, when the door in front of him opened.

Trevor let go of the elastic band of the shorts, causing a snap as it hit Denise's skin. He stood stock still, face to face with his father who he had not heard come home. He cursed himself for getting so swept away that he had forgotten to listen for his father's return. But then he realized, his father wasn't seeing his pervy son right now, but his hot classmate. Denise could use her wiles to get whatever she wanted. Could he use her charm to get out of this situation? As he asked himself this question, certain things about Denise, her mannerisms, habits, quirks, they all seemed to tumble into his mind. Trevor's mouth fell open as all this information swirled inside of him, and he quickly formulated a plan.

To be continued...