He becomes a lesbian Willow-worshipper too.

The Orb took longer to have its way with him, but Willow's power was not to be denied. He stood motionless, eyes glowing, as Fred induced her first lesbian orgasm and came herself, frigging furiously as she tongued her Goddess. Dawn and Anya focused on the sex show Willow and her new acolyte were putting on, but Buffy, her Slayer combat instincts still strong, was more alert and so was first to see the change.

"Hey guys, look at this," she said, pointing to Gunn. The man's features were softening, taking on a more girlish cast. His hips widened and his waist narrowed. A pair of small breasts appeared on his chest, then grew to impressive proportions. Soon he had the muscular but very womanly build of a star female athelete. He -- no, SHE now -- could pass for a third Williams sister.

"That's intereffting," mumbed Willow as she sucked the cum off Fred's fingers. Pulling the hand away (much to Fred's disappointment -- she'd come again just from the pleasure of having her fingers in Willow's mouth) she added "let's make sure this worked as well as it looks like it worked."

Gunn immediately shucked out of her now ill-fitting men's clothes, revealing a pristine pussy.

"A virgin," cooed Willow. "I think I'll eat you out till you scream, then pop your cherry with a strap-on. Does that sound like fun?"

"Oh, yes!" squealed Gunn. She rushed over to her Goddess and kissed her deeply, reveling in the joy of finally getting to experience true sex -- lesbian sex.

"Dawn," Willow began. Buffy, Anya, and Dawn herself joined in for the rest. "You're lookout."