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Chapter 42
by Mmmm101
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Suiting up
“So, uhh… how do we wear them?”
Throughout all of this, it was easy to forget Grace had never actually seen the process of someone putting on a skinsuit. I laughed a little just thinking about it; she really was innocent, although it wasn’t exactly fair for me to judge her for being innocent in something so rare and unnatural as skinsuiting someone.
“It’s easy. You can climb in through any orifice, or you can pull them apart and get in that way.”
“Any orifice… could I climb in through the penis?”
I gasped before my body shuddered involuntarily, the horror of imagining my own urethra stretching far enough to allow Grace to climb inside not being lost on me.
“I… I guess, maybe… I haven’t tried…”
I walked over very quickly and grabbed Frank’s skinsuit out of her hand, pulling apart his back instead. For a moment it seemed as though it wasn’t going to open, before the flesh parted with those telltale sinews of pliable muscle peeled apart and revealed the slimy dark pink of his interior.
“Oh, wow… do they all look like this inside? Do, do I look like this inside??”
I laughed again, at the slightly horror laced fascination in her voice, fingertip disappearing inside Frank and feeling his moist inside.
“Yeah, yeah. All of them have been pretty similar. Although there are slight differences, Frank was a little harder to pull open, probably because of how muscle bound he usually is. You were actually the easiest, although that might be because of how smooth and pure your skin is, and how nice your curves are. Maybe your skin just wanted me inside, after you gave permission…?”
“Ehh…? I’m the smoothest…”
Now she was blushing, as my heart melted just a little.
She’s so cute… and I have to admit, I love being in her skin too…
While she was distracted, Frank’s back began to seal up again, and she started making panicked noises seeing it.
“Don’t worry! You just have to pull him open again. You try this time, it will be good experience for you.”
“O-okay…”
Grace’s small hands fumbled a little, awkwardly gaining purchase on Frank’s shoulders, so wide and with the telltale signs of muscle even while deflated. Each fingertip applied a little pressure, before finally gaining the success they needed; Frank’s skin opening up to the touch of the shy girl, ready to hide her curvy female body in his powerful masculine shell.
“Try sitting on the edge of the bed for balance, before putting your legs inside.”
I was perched on her mattress with a smile, peeling open Alicia’s back to demonstrate. I looked down at her skinsuit, eyes flicking to Frank’s momentarily just for comparison, as idle thoughts rushed to my head. I’d been so distracted guiding Grace so far through this, I hadn’t really taken the time to think about what I was actually doing.
Really taking a moment to observe however, the differences in the skins we were donning couldn’t be more obvious. Alicia’s shoulders were so much smaller than Frank’s, her skin so much smoother. I gazed at the naked contours of her curves, even deflated, and the sexy tan-lines that clearly showed the outline of the bikini she’d been wearing swimming at the lake with Frank.
The halo of her honey-gold blonde hair, cascading around her pretty, slack face. I was really going to become her for Halloween, hi-jack the skin of the pretty girlfriend for my costume within a costume. Frank and Alicia had always been so good to us since moving in, the moral center of the flat really. While Jessica had vied to be a bitchy cruel queen, Grace had shrunk into the background in true shy girl fashion, and I’d been off in skinwalker land, Alicia and Frank had been the solid, kind and uncomplicated heart of the apartment.
The couple in love for years, high school sweethearts. The muscular, quietly charismatic Frank, almost the picture of the well-built, ideal man. A jock without any toxic ego, a true team player who’d lucked out in nearly every way in life yet had remained humble and sincere. Alicia, a girl who was almost the living representation of sunshine. Cute, affectionate, honest and teasing, she was the social butterfly of the two who always had time for what was really important, and was so caring of the people in her life. Her b-cup breasts weren’t the biggest, but they were perky and perfect, and her thighs and ass were more than well-toned from all her hiking adventures.
And I’m going to be her…
I couldn’t help but gulp, as my heartbeat climbed faster in my chest in anticipation. Anyone with eyes could see she was gorgeous, and the idea of me getting to have such a perfect body, playing such a cute, happy role, it made my knees a little weak with excitement.
“So, you just wear them like this…”
I watched in my own entranced fascination now as my hairy, masculine legs disappeared into the inviting warm wetness of Alicia, filling out her own. I felt that tight pinch in between my toes, my much bigger ones struggling in the confines of Alicia’s cute and dainty feet, as my legs filled out the smooth sun-kissed ones I’d be using tonight. I felt that strange pulsing sensation, that potent reshaping of the flesh beneath, as my legs were transformed into Alicia’s smaller, much better proportioned ones.
“Ahh~! Mhmm…”
I moaned out, the feelings being so intense even from just that, before continuing. I shimmied Alicia’s tighter midriff over my ass, before it entered the wider expanse of Alicia’s hips. Her skin was tight to me, my cock practically pulsing with horny stimulation, leaving an unholy imprint as it pressed up against Alicia’s skin from the inside.
I watched it in that twisted fascination that was so common for this stage of wearing a woman, before all at once it was wrenched down. A breathless gasp followed the motion, the abrupt power of it making the base of my penis tingle with gratification even as the pressure from it all surrounded my length.
“F-fuuckk-!”
I couldn’t tell if it was the hot, forbidden intimacy of wearing Alicia in front of my girlfriend as she slid into the blonde’s boyfriend, or just the raw physical pleasure of getting into the hot, tight confines of such a cute girl, but all of it became too much for me. I felt that pulsing release all along my length, blasting my ropes all over Alicia’s insides just before every inch of pressure reversed and her vagina and womb speared deep inside me.
I fell to my knees, falling forward moaning, the uncontrolled splatter of a male orgasm combining fully with the euphoric, hyper intense formation of Alicia’s sex deep inside me. My abdomen immediately heated, my new insides growing so slick and wet with female arousal.
In between the panting, the burst of sweat traveling over me, and the mix of male and female pheromones that were now leaking from my pores, a blush erupted on my face as I noticed Grace watching me.
“A-ah… sorry… ehm. It does feel really good.”
I stammered it out, my voice laced with an embarrassed, shamefully dopamine soaked cadence, but Grace just laughed.
“Uuufuffufu!”
Her giggles were so cute and teasing in her quiet voice, which just made my blush even stronger.
“No, no. Don’t stop on my account! I love it when you moan anyway.”
“S-shut up!”
I turned away to hide that blush, only managing to act like some sort of tsundere parody rather than salvage the last remains of any dignity.
I guess I am moaning as my body warps into that of a pretty blonde girl… It’s not exactly the most dignified.
“Start getting into Frank, you’ll see what I mean! Then you won’t be able to judge me.”
“Okayyy, okay.”
She rolled her eyes, before turning her attention to the male husk in her hands. Laughing at me was one thing, but actually experiencing these sensations was quite another. She tentatively slipped her leg into him, gasping at the feeling of how warm and slimy his interior was. Now it was my turn to laugh.
“D-don’t laugh! It’s just… it’s just… it’s so sensual, okay…”
“Now who’s blushing? C’mon, quit stalling and wear him more.”
Grace gave a shy little pout before she continued. I had to admit, it was a little freaky to watch, in totally the opposite way mine had been. Where it seemed Alicia’s shorter legs and smaller feet had almost been bulging out before they compressed me down into her size, here it was Frank’s wide, muscular legs dwarfing the shorter, smaller legs of Grace. At least there was one area there seemed to be parity; Grace’s naturally indulgent thighs filling out the ones Frank had had to grind long hours in the gym to achieve.
She hoisted his hips over her own, struggling a little, now half wearing him from midriff down. It was a freaky sight, Frank’s skin oversized and bunched up, compared to the smaller shape of the girl wearing him. Suddenly though, it seemed the skinsuit recognized its new mistress, seeming to pulse and move a little as Grace moaned unashamedly. Her brow furrowed, eyes closed, overwhelmed by sensation, as it seemed the flesh of her legs grew and twisted, reshaping itself to Frank’s proportions.
The moans took an almost ecstatic tone as the legs were completed and it moved onto the waist. I wasn’t entirely sure what she was feeling, but it had to be every inch as powerful for a girl to suddenly have a guy’s penis as it had been for me to take a pussy. Frank’s empty, hollow member filled and attached, immediately skyrocketing up to its fully erect glory as Grace experienced masculine pleasure for the first time.
“Oh, oh my God, what the fuck!”
“See what I mean! It’s powerful.”
“Y-yeah… yeah…”
Grace didn’t usually swear, so I knew that off the cuff expression was testament enough to the potency of suddenly feeling a cock between your legs for the first time. Especially one as big as Frank’s…
I found myself gulping a little as I watched it, sheepishly turning away as I realized what I was doing.
What the hell… what’s wrong with me? That’s a guy’s dick, my flat mate’s dick… why was I checking it out like that?
But even as the insecurities over my sexuality splintered and fought amongst each other, I couldn’t resist the way my lower half grew so excited at the sight.
The body I’m getting into… I have to remember, it’s Frank’s girlfriend. And the way these two look coming out of their room in the morning, it’s so obvious they’re having so much sex every single day. Of course I’m going to be attracted to him, when I’m literally becoming his loving girlfriend…
There was a whole other layer to this to that came to me, the strange sight of Frank’s thick member attached to the cute and innocent top half of Grace. Her big, naked boobs on full display, the utter picture of womanly charm, my self as Alex undeniably attracted to her. While below the waist, every part of me that was Alicia craved getting filled by her boyfriend’s most masculine aspect.
I tried to stuff down my confused feelings by stuffing my body down into Alicia’s welcoming flesh, pushing my arms inside hers as I pulled her chest onto my own. The same pulsing tension, my shoulder blades being pushed tight as they became the much narrower ones Alicia sported, while her perky breasts inflated on my chest. Their weight was less than Jessica’s, and especially less than when I wore Grace, but they still formed a welcome feeling that I found myself enjoying way too much in the back of my mind.
When I looked back, I saw Grace had joined me, her body entirely Frank’s from the neck down just as mine was all Alicia’s. I could see her posing, stretching and tensing, admiring the thick, powerful muscles Frank had sweated out in the gym, even as his blessed genetics had enabled such an impressive physique to push the boundaries in the first place.
I stepped closer, watching in fascination still, before noticing just how much smaller I was compared to Grace now.
“This is so crazy…”
She looked at me, her eyes widening as she seemed to realize the difference too.
“W-wow, Alex. I never thought I’d see you be smaller than me.”
“Yeah… me neither. In more ways than one, I guess.”
I traced Frank’s bicep, and seeing what I was doing Grace gave it a playful flex. The level at which it grew was astonishing, and I couldn’t tell if I’d just never fondled the man’s arms before or if it was due to how much smaller my hands were now, but they really felt massive.
“I guess it’s time to put on his face…”
“Completing the look, huh?”
“Yeah…”
“Wait a second.”
She raised her eyebrow a little, as I leaned up quickly and kissed her, my arms on top of her shoulders as I took a classic girlfriend pose. Her hands fumbled a little, so unused to having the bulkier body of the boyfriend, before finding their place just above my hips, pulling the lighter body of Alicia tight to her masculine body.
We broke our kiss, eyes hazy and excited, the kinky, reversed feeling of feminine desire aching between my legs even as my girlfriends dick pressed into my stomach.
“I was curious about that, while we still have our heads.”
“Ufufu, yeah…”
Grace gave me a dreamy smile, before continuing.
“Can you… put him on me? Get my face on, I guess.”
I gave her a re-assuring smile as I reached up, helping her slip into Frank’s face. It was such a weird sight, a little disturbing as I imagined it always was before the skinsuit made the face underneath indistinguishable from that of the original person. But then from the incongruous and unnatural in between appearance, the skin tightened as it seemed the face underneath grew, as a light steam rose from the back of the neck; the skinsuit sealing itself and rendering “Frank” whole.
Seeing him blink, every inch the muscular boyfriend, I took a deep breath and pulled on the face of the pretty blonde girl who’s skin I’d be wearing tonight…
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Skinwalker
The Descent
A dream date goes horribly wrong for college first year Alex, when it turns out his crushes body has been hijacked by a monster to inflict a curse on him. Now slowly turning into a skinwalker, will Alex be able to resist his new urges to take over the lives of the people around him? Or will he succumb to his new nature and enact his wildest fantasies? (Thumbnail art by -1sEmuy)
- Tags
- Body swap, Mind Control, Mindbreak, Skinsuit, Skin suit, Body suit, tg, tsf, kawamono, possession, deflation, skinsuit possession, gender bender, m2f, m2m, f2m, f2f, non-human, monster, identity theft, impersonation, disguise, body modification, cross dress, corruption, futa, futanari, gender swap, transformation, gradual change, bondage, Spirit Possession
Updated on Jun 21, 2025
by Mmmm101
Created on Feb 3, 2021
by Mmmm101
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