Upskirts, Downskirts

by Jennifer White

 

Don was so proud of his new cell phone. He downloaded a bunch of different rings, so when a buddy called him, it would play a different tune. And it had a bunch of cool color games on it, so if he was bored he could kill some time.

Best of all were two features. One was internet access for email and instant messaging. But the very best part was that it could take digital photos. You just pointed, hit the button, and bam! You'd have a picture!

He put it to good use, taking embarrassing photos of his buddies, then emailing them to everyone. It was quite the riot! A ton of fun.

 

One day, Don had a cool idea. He and his buddies loved to hang out at this one bar, because there were always tons of hot looking babes there. It was summer now, so the deck outside was open. It had a wood floor made of two-by-fours.

Don went around back, climbed down the hill, and went under the deck. Just as he suspected, there was *just* enough of a gap between the boards to see up through. He positioned himself with the camera, then sent an instant message to Bill. Bill found a hot chick in a skirt, and started flirting with her.

"We had better move over here, to get out of the way of the waitress" he said, positioning her on just the right spot.

Snap! Don had a photo looking up her skirt. He emailed it to his buddies, who all started snickering as they looked at it. One walked up to Bill and whispered "purple" into his ear.

"So" said Bill, "Word on the internet has it that you like to wear purple underwear."

The chick looked down, and saw that there was someone under the deck! He was looking at a picture of *her*, on his cell phone! A picture taken up her skirt!

"How dare you!" she said to Bill, slapping him and storming off. Her yellow and green floral skirt twirled behind her as she stormed off. The guys were all rolling with laughter.

"Okay Jake, you're up next. Go get us some fresh blood!"

Jake scoped out the room, looking for the next babe for them to get a picture of.

 

* * *

Don was under the deck, trying to be quiet. This was so fun. He was going to get such a cool collection of 'upskirt' photos tonight. He would get to check out lots of chicks, and soon he'd have a whole computer full of photos to trade.

As he stood there, waiting for Jake to get the babe to maneuver into to the right spot, he suddenly felt like he was being watched. He looked forward, but couldn't see anyone. But the hairs on the back of his neck were standing on end.

He looked to his left, and there she was. The hot babe in the green and yellow skirt, and the purple panties. She wasn't supposed to come down here! That hadn't been part of the plan.

"So, you like to sneak photos of unknowing women" she said.

"You make it sound like its a bad thing" he countered.

She shook her head.

"Do you men really think like that? Do you really think it is okay to invade a woman's privacy, just because she is wearing a skirt?"

He shrugged his shoulders.

"Well you're never going to do that again" she said confidently.

"And why is that?" said Don, looking up to see if Jake had her in position. Not yet.

"Because of this" she said.

The girl held up her fist. She was wearing a ring with a very large diamond on the end.

"You're going to marry me, and cut me off?" said Don.

The girl held both hands up, closed her eyes, and threw her head back. The diamond seemed to be glowing now. The bright light shone just on Don. But like the light from a laser, it was not visible to the people above on the deck. They couldn't tell what was going on below their feet.

The light enveloped Don. He froze. He could not move. Something was wrong. Very wrong. The chick with the ring, she seemed to be getting bigger and bigger. Don felt weak. She was huge now, and he couldn't move a muscle.

But as his clothes started to fall off of him he realized something: she wasn't getting bigger, he was getting smaller! Smaller and smaller! He was only half as high as her. But he kept getting even smaller.

The girl moved towards him, and stood over him. He was looking right up her skirt now, as she stood atop him!

"Get a good look" she said. "You'll be seeing a lot of this from now on."

Don tried to scream, but no words could form in his mouth. He couldn't even feel his mouth now. He couldn't fell much of anything. He felt like he was...melting. Melting into a shapeless blob on the ground, atop his clothes. He didn't understand what was happening to him. He could only sense that it was real. He couldn't understand how he could be just a blob of gel now, but he could still see and hear.

But now the shapeless blob that was his body started to form into something solid and real. At first, it looked like a triangle shape, but then he started to spread out, like a balloon. Suddenly, a hole formed across his top, going all the way across. Two more holes melted away on either side at the bottom.

He started to solidify now, into a more and more recognizable pattern. He was no longer a person; he was a pair of panties. He had white lace trim at the top, just under his elastic waist band. The bottom and the rear were a solid silky materia, slightly stretchy. There was a small bow at the front, at the top.

It was impossible, but it was real. Don had been turned into a pair of panties. He could see, he could hear, he could smell, and when she put her foot on top of him, he could *feel*. It hurt! She was stepping on him with her high heel shoes.

The girl lifted up her skirt, and worked off her purple pair of panties. She let them fall to the ground on top of the pile of Don's clothes. She was standing over him now, her skirt up, not wearing any panties.

"What's that string?" he thought, as he saw something coming out of her vagina. She reached down to her crotch, grabbed the string, and carefully pulled out...a tampon. Ew! She was having her period! Gross.

The girl put the tampon on the ground next to Don. It was covered with the discharge from her cycle. It smelled bad. Why was she taking it out? And why was she smiling like she was? Don was about to find out.

She picked up Don, and stretched him out a bit. It felt *so* weird to be somewhat elastic now, and to be stretched out. The girl carefully threaded her legs into the holes at Don's bottom, and started to pull him up.

At first he felt excited inside. He was touching this hot chick, all over! He was going to be insider her skirt, and wrapped around her! But as she brought him up all the way, and he made contact with her pussy, he realized that without the tampon, she was going to ooze out onto *him*. It smelled with that foul odor that his girlfriends had at 'that time of the month'. He hated that smell! Now he was being pulled right around this chick's crotch. He was her panties. She let him to with a snap!, and his elastic in the waistband hugged her tight.

He felt himself covering her butt. He felt himself covering her pussy. The discharge was already starting to ooze out, and onto him. That smell! He was starting to absorb it into his very own fabric.

"Too bad I don't have any pantyliners" she said. "Oh well, I guess this pair of panties might just get ruined."

The girl then pulled her skirt down. As it closed over Don, and fell down to just below her knees, he felt trapped. Wrapped around her, covered by a skirt. As she moved, he felt it swish against his silky material. He was completely enveloped by femininity now, and it made him feel completely helpless and lost.

She then balled up all of Don's clothes, and threw them off the side of the hill. She picked up her panties, and went back around the bar, through the entrance, and over to the deck where the guys were trying to maneuver another girl into position.

"Here" she said, tossing the purple panties to Bill. "A souvenir for you."

The guys gave her a funny look as she headed out the door, and to her car. She only lived a few blocks away. She needed to get home, and wash up. She was having a heavy day with her period, and her panties were getting wet already.

 

Once back at her apartment, the girl took Don off, and threw him into the hamper with her dirty clothes. She went into the bathroom, and whistled as she washed up, and put a fresh tampon in.

Don found himself laying atop a dirty pair of her panties, which also had 'the smell' but aged a few days. The toe of a pair of nylons fell across him, and he could smell the odor from her foot too. The fact that he was touching a bra didn't even excite him now. He had nothing to get excited with. He was a pair of her panties now, instead of the young man he had been just an hour ago.

 

* * *

 

Don sat at the bottom of the hamper, smelling this girl's dirty clothes for days. He couldn't stand the odor on himself. He would have puked, if he had a mouth an a stomach. Instead, he had a waistband, leg holes, lacy trim, and a cute little pink bow.

It was mostly dark in the walk-in closet. He couldn't see a thing. He heard the girl making love on the bed, and he was dying to see what was going on. But he couldn't move, or do anything. He heard her come and go, and caught a glimpse of her as she dressed in the morning. But then she threw a dirty T-shirt into the hamper, and he was completely blocked off from all light. He wondered if any of her other garments used to be guys too. Maybe the pantyhose he was touching were a man once too. That grossed him out, thinking that he might be touching a man.

 

After a few days, the girl came to empty the hamper. She hummed as she worked, sorting the dirty clothes into different piles for whites, darks, and colors. The further separated the whites into ones which she could bleach, and ones that required dry bleach. Don was in the bleach pile.

She looked at him and shook her head.

"Poor dirty pair of panties. Look at all that dried pussy juice on you from my period. You absorbed it all into you, didn't you? I hope you're used to the smell now."

She sprayed him with a stain remover as she spoke. It was wet and thick, choking off his vision and filling his sense of smell with industrial strength cleaner.

"You need to soak a while, panties" she said, tossing him into the hot water sitting in the washing machine. She added detergent, bleach, and a pile of other clothes. Don was too busy feeling the scalding temperature of the water. He could see her through the cloudy water. She smiled and walked away.

It felt oppressive to be under water. He didn't need to breath, but it was the most uncomfortable feeling! After twenty minutes, she came and closed the lid. Now in darkness, the agitator started to stir the water. Don wanted to scream as he was tossed about in all directions, and the water full of detergent forced through him.

When the wash cycle was done, it was time for a spin. Don was thrown against the wall of the washing machine's drum, as it spun around faster and faster. Other clothes were pressing up against him. He water was being forced out of him, and it was painful.

He was relieved when the spinning slowed down. He was all in a knot. He was just starting to relax when the wash of water started to rise. Then he had to endure the rinse, spin, another rinse and a final spin cycle.

He felt exhausted and spent. The dirt had been forced out of him by the detergent and the water. He was damp, wrinkled, and in a ball at the bottom of the washer. After a few minutes, *she* came back. She took the clothes, and threw most of them in the dryer.

"Unfortunately, you are too delicate for the dryer" she said, hanging him over a clothes line, after snapping him once to get the wrinkles out. There he sat for the rest of the day, as the last drops of water slowly seeped out of him.

 

* * *

 

Don had spent the last week at the bottom of a drawer in the girl's dresser. He was folded up neatly, and mixed in with the other panties. He again wondered how many of them had used to be men. What an awful feeling! The drawer was dark all day, except early in the morning when she pulled out a pair of panties for the day.

Don had mixed feelings. He didn't know if he wanted to just remain there, or let her take him out. What would she do to him next time? Would it be worse? He was about to find out.

 

The next morning, the girl opened the drawer. Don felt her touch him with her long fingernails.

"Lets see. This pair will be perfect today!" she said.

She pulled him on, and he was very relieved that she wasn't having her period that day. He still didn't like the smell, but it was a hundred times better than before. He saw her lowering a black miniskirt over him. It was tight, and he could feel the vinyl against him.

She wore him around all day, and he wasn't liking the smell he was acquiring. She had been out dancing, and had sweated. After he got moist and damp, he had rode up on her a little, which was very uncomfortable for the both of them.

When she went into the lady's room, she had lowered him to the floor, which was gross. He was lying on her shoes, just above the dirty floor. He was actually relieved when she pulled him back on. He always thought it would be cool to sneak into the girl's bathroom to spy on them. After seeing it from such close range, that thought was forever gone from his mind.

 

Now the girl got in her car and drove. He could hear her talking to her boyfriend from her cell phone. Minutes later, she arrived at his house, and got out of the car. Don felt the guy's hand, as he put it on her butt, and pulled her close to him. Through the skirt and whatever they guy was wearing, he could feel himself being poked as the guy got hard.

Soon, he felt the skirt being pulled off of her. He could see the guy now. She pulled the boxers off of him, and pushed herself up tight to him. Don wanted to gag as he felt himself pressed against the naked aroused man. He man used his big hands to pull Don off, almost tearing him. He fell to the floor.

He could hear them making love, for what must have been half an hour. When they were done, he heard the girl say "I've got to run honey. I'll see you later."

She pulled him on. And this time, he felt something else that was perhaps the worst thing yet: she didn't clean up after the lovemaking, so some of the guy's ejaculate oozed out of the girl's vagina, and onto Don, mixed up with her lubricating juices. He was grossed out beyond all belief.

 

* * *

 

Don endured another stay in the hamper, another trip to the washing machine, and another week at the bottom of the panty drawer. He was beyond frantic now, and when she finally came to take him out again, he almost wished he was dead.

The girl put him on, and then put on a soft powder blue skirt. She walked forward then stopped. On the floor, Don could see a digital camera. She picked it up, pushed a couple of buttons, and placed it on the floor. She stood over it, and it started to beep faster and faster. She put her hand down into her panties, letting her long fingernails come out the side a bit, as if she was pleasuring herself in her own panties. There was a blinding flash of light and a click. She had taken her own up-skirt shot, wearing Don!

She turned the camera over, and Don could see the result. That was him! He wanted to die now. This was terrible beyond belief. For the first time in his life, he was truly sorry for what he had done.

 

Now the girl took Don off, and put him on the bed. He could see that there was a whole outfit laid out on the bed. She arranged the clothes so that they were just so. Then she raised her hands up in the air. The ring began to glow. Don felt *so* thankful, knowing that she was about to change him back!

 

He felt himself melt into a shapeless blob, as before. And then, he started to get larger and larger. Arms, lets, and a head formed, although featureless. The girl moved the clothes around as Don reformed. His legs were slid into a pair of red panties. She threaded his forming torso through the loop of a closed up bra, and his arms under the straps. She was going to have him reform, wearing women's clothes!

Don was overcome with a sense of horror as she put his enlarging legs into a skirt, and lifted him up to put him into a cami top. He was going to be dressed as a girl! But at least he would be himself again. The pain and humiliation of dressing as a girl was nothing compared to being a pair of this chick's panties!

He kept getting larger and larger, until suddenly it stopped. He could breath again! Wondrous air, in his lungs! What a wonderful feeling. He still couldn't move though. She adjusted his position, spreading his legs wide.

She picked up the camera, and he saw the flash of light as it took a picture. She pushed a button, then walked around him so that he could see the results. It was a picture up his frilly white skirt. There were the red panties. But there was one problem: the panties were laying flat against him. There was no bulge in them. He had been worn by a girl long enough to realize what he was seeing: she had reformed him *AS A GIRL*. He wasn't himself, he had a pussy between his legs.

Now she did something, and he could move again. He reached down between his legs, to confirm that what he saw wasn't just a trick of photography. That was when the inside of his upper his arm brushed against *them*. Breasts. Large ones. They filled his bra to the bursting point. He was really stacked. He was able to look down, and see his own cleavage. He was a really hot chick.

His hands confirmed what his eyes had seen with the camera. He *was* a girl now. He grabbed his huge boobs with his hands, cupping them around their bottoms. No! He was a sexy girl now! No!

"I have your manhood" said the girl. "Right here."

She held up the camera for him to see.

"Now stand up. Put your hand into your panties, like I did for the show when I was wearing you."

He had to touch himself on his new pussy. She got down below him, and took several shots. He felt so violated! How could she take a picture of him like this, as a chick?

"I'll email this to all your friends. They'll look at pictures of you as my panties, and pictures of you as a girl *wearing* panties."

"No. Please. I'll do anything" he said, in a soft sexy high pitched voice. Oh god, he was a girl now. He was really a girl. Long blond hair covered his head. He looked into the mirror, and could not believe it when he saw how hot he was. If he was still a guy, and he saw the chick in the mirror, he would want to bang her. But now, he *was* her.

 

"Please!" he said.

She looked at him, staring him in the eyes.

"You are lucky that I am a very forgiving woman" she said. "I am going to return you to your former self. But remember, I have your manhood right here. If you *ever* do anything like what you did to me again, you will change back into Lisa, who you are now. Do you understand?"

"Yes" said Don, in his female voice.

"If you ever *look* at upskirts pictures again, you will change back, and you will become Lisa for the rest of your life. Do you understand me? Do I make myself clear?"

"Yes!" said Don.

Damn, he hated this voice. It was so high and so perky.

"Very well. Remember!" she said. "Now you know what it feels like. Remember!"

She shone the light in Don's face, and he was blinded by the white burst of light. He had to close his eyes, it was so bright. Then all seemed dark.

 

Don opened his eyes. He was under the deck, at the bar. He must have fallen asleep. None if it had been real! It was all just a terrible dream. He vowed to never drink a tequila again, if it was going to give him freaky nightmares like that!

He looked up, and saw that Bill had just got the chick in the yellow and green skirt, with the purple panties, to move right on the mark. He raised up his cell phone, and pushed the button to take the picture. Then he pushed the button to see the results. Bingo! It was a hot picture up her skirt.

 

Suddenly, Don shivered all over, from head to toe. He felt sick to his stomach. Something was wrong. Very wrong. He tried to steady himself by holding on to one of the poles that held up the deck. He felt the pole getting bigger. Or he was getting smaller.

The cell phone slipped out of his hand, hit the ground, and smashed into a million pieces. It was ruined forever. As Don looked down at it, he could see something happening. To him.

His waist was getting narrower. His hips were getting wider. He knew the feeling from his time as Lisa in the dream he had. Oh no! It wasn't a dream, it had been *real*. And now, he had taken a picture up a skirt, and that girl's threat was coming true. He was becoming Lisa. No!

His shirt started to push out from his chest. First, two little protrusions from his enlarged nipples showed, but slowly, a circular swelling started. His breasts budded, and got progressively larger. For a moment, he looked like a young teenage girl in the chest, then a young woman as his breasts reached B-cup size, then C. They didn't stop there, continuing to enlarge in all directions, until there were a pair of perfect D-cups. Round, firm, and seeming to burst out of his shirt. He remembered looking down in the dream, and seeing the gap between them. It was there now, as they were full size.

He could feel something going on in his pants too, as his hips continued to widen, and his butt gained a rounded female shape. He could feel himself pulling back up inside. First his balls pulled back up in, which was quite painful. He could feel them being ripped apart, and reforming. They were becoming his ovaries, at the end of his fallopian tubes. His penis was already pulling back up inside him, even as his uterus formed.

Now his labia was almost complete, and what was left of his penis had become a clit, under the little protective hood of female flesh. He was a girl now. A girl!

His face had changed, and become pretty. His hair was long now, and spilled down over his shoulders. He stared at his long hair, and noticed that his clothes were changing too. His loafers were rapidly changing into a pair of black high heels shoes. His slacks were getting shorter and shorter, with the two legs joining together to form one single tube. A skirt. Which kept getting shorter, shorter, and shorter.

He would have been able to see his boxers by now...except that they had formed into a pair of silky red panties. The ones he had worn before when he was Lisa! He knew that his face would be pretty by now, with that hot babe look. No! He didn't want to be a girl!

His shirt was rapidly changing too. It was getting shorter, exposing the belly button on his flat tummy. The arms got shorter and shorter, until the met up with the widening collar, to form the thin little straps of a cami top. He wasn't wearing any bra, so his nipples were quite visible through the soft white fabric. Not only that, the little bumps on the dark rings of color around his nipples were visible too. Guys would be staring at his tits now.

Guys! That thought sent a shiver though his system. He felt a twinge between his legs. No! Guys didn't turn him on! Why did he suddenly feel a need to go upstairs at find a guy?

He looked down to the ground, where his wallet which had fallen out of his pants had changed to become a purse. A really cute little one, with a long thin handle. He automatically picked it up, put it over his shoulder, and tucked it in under his arm. It was his purse, and he *needed* to carry it.

Don took a step forward, and felt his ever so soft legs brush up against one another. His skirt was tight, and he looked hot. He was a hot chick. A chick! Lisa! He was Lisa now. He took another step forward.

*Lisa* took a third step, and *she* swayed her hips as *she* walked. She wanted to make sure she used a very sexy walk, so that all the guys would notice her. She liked guys. She wanted to pick one home tonight, let him take her home, and screw his brains out. She loved sex so much, that she needed it *all* the time.

That's why she loved to wear such skimpy clothes. It always got a guys interested in her. She loved being with a different guy every night, sometimes two. It was never quite enough for her. She pouted, thinking how guys could only go for so long, then they stopped. She wanted a lover who could be in bed with her, making her come, for *hours*.

She took another step forward, and reached into her purse to check her makeup. She fixed her lipstick a little, making sure it was just right. It was such a sexy shade of pink. It would drive all the guys wild, and make them want to kiss her. She loved kissing. She hoped the guys she found tonight would French kiss her. She loved tongue.

She giggled as she took another step forward. With each progressive step, Lisa could think of less and less, with her animal urge for sex consuming more and more of her mind. All that she could focus on was how much she loved having sex with guys, how much she loved being pretty, and how much she......she wanted sex.

 

Lisa used her best strut as she walked into the bar. She took a cigarette out of her purse, put it in her mouth, and went over to the group of guys in the corner. She recognized one of them as....Bill...but she couldn't remember how she knew his name. She was so bad with remembering things.

"Light me up, big boy" she said.

He lit her cigarette with his butane lighter, as she put her hands on his chest. She blew smoke into his face.

"So, are we going to talk all day, or do you want to f*#& me?" she said.

"Check please!" said Bill.

He was putting his hand into Lisa's rear skirt pocket as he leaned closer and closer.

"Ooh, you're making me all wet" she said. "Do me in the car! Now!"

Bill and Lisa walked off, arm in arm, both of them very happy.

 

* * *

 

On the other side of the bar, the girl in the yellow and green skirt shook her head. Guys. What a one-track mind they have. Even if you give them a second chance, they still can't handle it. Oh well, if it was pussy he wanted, well that's what he got now. All he could handle.

It did bother her that Lisa would be the type of girl who gave women a bad name, sleeping around like that. But it made her happy. Putting a man into a woman's body, but keeping his male sex drive always made them such sluts. Oh well, maybe one day when he got pregnant, he'd find a nice guy and settle down.

 

Speaking of which, the guy across the bar looked like *he* was a nice guy. Maybe she should meet him. She stood up, and squirmed. Her ex-boyfriend rode up on her a little. She shouldn't have made him into thong panties. He just wasn't comfortable to wear. But after she had caught him in bed with another girl, well, thongs seemed the right way to go.

Hopefully *this* guy would work out a little better, and she wouldn't have to end up with just another pair of panties for her collection....

  

  

  

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