Now his testicles were out of view, having been sucked up into him. Only the head at the very tip of his member still stuck out from what looked like *female* genitals. Any moment, it would disappear from view! Then he would look completely like a girl! No!

It disappeared from view, and he felt a sudden surge of release! He had come, inside his own newly forming vagina! He could still feel his manhood down there, but it was shrinking, becoming smaller and smaller. And it was changing into something else! He could feel it. He had an overwhelming urge to touch himself.

His small fragile looking hand moved past his bush of pubic hair, and reached into the top of his new slit. It was warm and very wet inside, but his finger easily found his new clitoris, which had been calling to him, begging to be touched.

He started to move his finger gently in small circles on it, while his left hand found its way to his nipple, which he began to massage and pinch. It wasn't long before the waves of female orgasm began to overtake him, which made him go at it harder and harder!

He felt himself lubricating in his vagina, and a small bit of liquid ran down his long beautiful leg. He kept going harder and harder, but not knowing his new equipment, he went too hard, and suddenly it felt sore and ticklish. He pulled his finger out, and let off a shriek as the tenderness of his slit and the surrounding lips struck him.

He took a step back, and sat down on the floor.

"That was good!" he thought. "I want to do that all the time."

But no! He was a girl now! He didn't want to have *female* orgasms! He was a man! But now he had a vagina! He was pretty. No, he was *beautiful*. A gorgeous creature, a paragon of femininity. He felt so weak, and so vulnerable, touching himself between the legs and finding nothing there but his new soft mound and its inviting opening. He sensed that his change had continued inside, and he now had fully functional female reproductive organs too.

This can't be real! But it was. Try as he might, he could not wake up. Being a woman was his new reality. He was a woman.

* * *

Ben took a long hot shower, washing away the juices which had flowed between his legs. He had the stick of his last burst of maleness, along with the lubrication from his first moment of femaleness. He noticed that his hair seemed longer than it had before his change started. Was he still changing? He hoped not.

It felt so weird touching his new female body all over. Soft, smooth skin. No coarse body hair. No hard muscles. Wide hips! Everything was different. He stared in the mirror when he emerged from the shower, still not believing that he was a woman now.

He dried off, but didn't know what he should put on to wear. He went to his closet, and looked. Nothing befitting for his body was available. But he didn't think that he could bear to put on a dress, even though he knew he would look dynamite in one.

He put on a pair of boxers first, not having panties. They didn't fit like they used to, with his waist being narrower than his hips now, but it wasn't too bad. Next, he looked for a top. He did have a white tank top, but it didn't work very well. First of all, it was long enough to come down past his groin. And secondly, his breasts showed right through it, leaving nothing to the imagination. He would need a thicker darker shirt, at least until he could come up with a bra somewhere.

He had a dark sweater that his aunt had given him for Christmas that year. It was way too small for him, but he hadn't given it away yet, feeling that it was wrong to do so with a gift from a loved one. His aunt just didn't realize that he wasn't a 16 year old boy anymore. What would she think if she knew he was now a woman? She would just die!

It was kind of warm for a sweater, but it covered up everything. But even a sweater just made Ben's new breasts look attractive. He remembered looking at girls in sweaters at school, and how warm and inviting they seemed with those mounds of female flesh poking out from underneath. He shuddered to think that he was just like them now!

He put on his smallest pair of jeans, pulled rolled up the cuffs so that they wouldn't be too long, and used a belt to tighten them around his much smaller waist. He had to get a hammer and a nail to poke a new hold through the leather of the belt, because his waist was too narrow now for any of the ones which came on the belt.

He didn't look half bad, but what to do about shoes? His foot had been size 13, and he had nothing that would come close to fitting his new, small feet. Even with several pairs of socks, the shoes looked ridiculously large on him. But he couldn't go barefoot either. He tried on a pair of flip flops he used for the beach. They were way too big, but at least they stayed on, unlike the shoes. He desperately needed a new wardrobe.

But how could he go to the mall? People would stare at him, buying girls clothes. This made him laugh. Nobody would recognize him now! Even his own mother would never realize that the girl they saw had been Ben just a short time ago.

That made him think that he had better think of a female name to go by. If a girl went around calling herself 'Ben', it would look strange.

"I am Brooke now" he said, just somehow knowing that 'Brooke' was the proper name for him.

He looked in his wallet, and found $48. He pulled out his ATM card, and knew he had about $500 in the bank. He got in his car, and was very careful as he drove. The last thing he needed was to get pulled over, without any ID!

He went to the bank, and took out $300 in cash, the maximum they allowed in one transaction. Once at the mall, he hit the ATM, and removed the other $218 that was left. Then he went shopping!

He bought panties and bras at Victoria's Secret. He went into the women's rest room to change in a stall, so he didn't have to go around with his boobs flopping and jiggling as they were. Being in a bra for the first time felt constricting, but he was glad for the extra support! He could feel the straps pulling on his shoulders. He had selected a style with a 'racer back', because the salesgirl had said it would be better for someone with a large bust size like he had. His guess on his size had been close, he was a 42D now. His credit card said "B. Jones", so he was able to use it still, but he worried about how much credit he had left on it.

He bought a purse and two pairs of shoes at a boutique store, then went into a couple of clothes stores, emerging with women's jeans, Capri pants, and several tops. Nothing too overtly feminine. But when he was going to head out, he caught site of this one skirt in the window at a store, and just felt such an urge to buy it! All right, one really feminine article of clothes wouldn't hurt.

He went in and bought it, but then realized he needed a top to match. He found a really hot little top with thin straps. But that made him realize that he would need a strapless bra, so back to Victoria's Secret again for one last purchase.

He took everything to the car, after changing into one of the outfits he had just purchased. A man held the door open for him, and smiled. It made him uncomfortable to be looked at that way, but he did somehow like being treated by a lady. Then he came back to get a bite at the food court. Along the way, a pair of ear rings really caught his eye. He realized how wonderful they would look on him, and he just had to look! He ended up getting his ears pierced, and put the diamond studs in right away.

Looking at his face, he realized he needed some cosmetics, so he made a quick detour to the department store to get some of the basics. He didn't know how to use them, but he knew he needed them. He had the sales girls put some on him to show how each brand looked. He emerged with a bag of makeup, along with what was applied to his face. He even had two different colors of nail polish, but that would have to wait until he got home.

He reached the food court, and had a quick bite. He was excited to get back to the shopping! But when he tried to buy this darling belt he found at another store, they said he was over the credit limit. He paid cash for it, because he just had to have it! It would be the perfect accessory for one of the outfits he had just bought. That and a hat that was just so cute! That and a pair of sunglasses. He looked so divine in them!

A mother walked by with a baby in a stroller, and two young ones tagging along. Ben never had much use for kids, especially babies. But when he saw the little helpless face of the baby, his heart just melted. "Aw..." he cooed. The mother smiled at him. As a man, she would have run away, but this was woman to woman, so it was different. Ben also thought that she was so lucky to have children! He felt an inner sense that he needed children too, and one day would be a mother himself.

That thought really scared him! So he went to the coffee shop, bought an espresso, then sat down in the seats they had set up out in the mall floor to drink it. He put on his hat, and watched the people coming and going. He was right next door to the boutique where he had bought the cute little purse. A security guard walked up to the manager, and started to talk.

"Excuse me Frank, but did you see this woman today?" he said, showing a picture.

"Yes, what a looker. She bought some things here, and paid with credit. Why?"

"What did you notice about her?"

"She was dressed pretty shabby, and wasn't wearing makeup. I thought that was odd for such a pretty looking woman. They usually take much better care of themselves. She wasn't even wearing women's clothes. I thought she was trying to be 'shabby chic' or something."

"We have reason to believe she is using a stolen card. This photo is from an ATM across town. This one is from our ATM here in the store. She seems to have stolen a guys credit cards, and is using them here in the mall. If you see her, let us know right away."

"Sure thing Phil."

Ben froze. They were only 20 feet away, and talking about him! Who else could it be? But they didn't seem to recognize him. Between his pretty new clothes, the makeup and the hat, he looked different enough that they overlooked him.

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