Subject: Story - Chameleon
From: Will.Parkinson@TBDMIL.COM
Date: Sun, 4 Oct 98 13:11:21 GMT

				CHAMELEON
			    AN ORIGINAL STORY
			Will.Parkinson@TBDMIL.COM

I was 16 when I first figured out that I could do it.  It wasn't so much of
a conscious effort as it was a feeling that I could do it.  I was in the
locker room after gym class and I was sitting next to Brian Thompson when I
felt myself getting um...hard.  I looked down and saw that my cock was
different.  Somehow it was bigger, thicker and had a strange skin over the
head. I didn't know what to do.  I threw on my shorts and ran for the
bathroom.  When I got to the stall I slammed and locked the door. I whipped
off my shorts and looked down. My dick was back to its normal.

At first I thought I had imagined the whole thing and went back to my
locker.  Brian Thompson was just finishing getting dressed.  I noticed he
had a slight bulge in his pants.  He looked at me and saw that I had caught
him with a half-hardon.  He blushed and smiled, "Just thinking about my
um...girlfriend.  She has got the greatest...ah... tits! And you can tell
what it does to me."

Yes, I could tell.  His cock hung low and to the left.  And it was
half-hard.  I turned away from the locker and finished dressing.  I was
kind of nervous and embarrassed to be seen looking at another guys cock.
It wasn't the first time I had done it, but it was the first time that
someone saw me do it.  And I was really confused over what had happened to
my cock.  I was circumcised when I was a baby but there was definitely a
foreskin on my cock a few minutes ago.  It was then that I started
wondering.  Was it possible that my cock changed in reaction to something
Brian was thinking about?  My mind, obviously, rejected the possibility.
That was something you only saw in comic books.  By the end of the day I
had dismissed the entire subject as being the work of my overactive
imagination.

I got home from school and went straight to my bedroom.  My brother, Danny,
lay across my bed.

"Hey Alex, what's up?"

"Not much, kid, what are you doing in my room?"

"I had to get away from Jeffy.  He's driving me nuts."

Jeffy was our youngest brother.  He was 14.  Danny was 16 and I was 17.

"I know the feeling.  He's always got to be such a tagalong."

"Hey, Alex, take a look at this."

Danny held out a magazine.  The picture was of a lady supermodel and a buff
male model.

"Tell the truth, wouldn't you love to just bury your face in those tits?"

Danny pulled the magazine to his face.  I felt that same strange feeling I
had felt in the lockerroom.

"Danny, you've got to go.  Now!"  I grabbed him by the arm and pushed him
out of my room.  I slammed the door behind him.

"Geez, if you want to jack off, just say so.  Don't need to be so pushy."

I heard him walk down the hall and begin trying to get Jeffy out of his
room.  I pulled my pants down to my knees.  Yes, it was there.  A definite
swelling.  My dick was definitely bigger.  The swelling was, however, going
down. I reached out and touched my dick.  It felt thicker than ever but it
was shrinking. I didn't know what was happening to me but, deep inside, I
felt...good.

					* - *

The next day I begged out of going to school.  I told mom that I didn't
feel good.  She, of course, let me stay home.  After everyone had gone I
sat on my bed. I looked at the magazine that Danny had yesterday.  He was
right.  The girl in the pictures was hot.  But, looking at her did nothing
to me other than a swelling in my underwear region.  Maybe it was someone
elses thoughts that did it to me.  I sat on my bed and closed my eyes.  I
let my mind drift. I thought about Brian Thompson.  I thought hard.  For
several minutes there was nothing.  Then, suddenly, I felt it.  I could
feel his urges.  He was thinking about sex again.  I sat calmly.  I didn't
move.  I could feel my body changing.  My lip felt itchy but I refused to
scratch it.  I felt my cock lengthen and become thicker.  I felt moisture
near the head.  After a few more minutes I stood up and walked over to my
mirror.  I let out a scream.  It's a good thing no one was home because if
someone had walked in they wouldn't have believed what they were seeing. I
was another man!  My hair had gone from blond to a dark red. I had a small
mustache. My dick was huge (at least by my standards) and the wetness I
felt was caused by a long foreskin now covering my cock.  My dick, once a
proud 6 1/2 inches was gone and in its place was one that was at least 8
inches long and quite a bit thicker.  I couldn't believe it.  I didn't
understand what was happening to me. What WAS I?  I lay down on the bed and
let my hands run over my new body. My chest was bigger and broader.  I
touched my nipple and a shiver went through my body.  I pinched at it and
enjoyed the feel.  I let my hand caress between my legs.  This was surely
not my cock but my hand felt natural on it. I closed my eyes.

I must have fallen asleep because when I opened them I was me again. The
real me.  Was I dreaming?  I suppose it was possible.  But my nipples were
still tender from the tweaking I had given them.  I didn't know what I was
but I did know that I was enjoying it.  A lot.  And that scared me a bit.
But it excited me even more.

 				     * - *

Over the next several weeks I gained some control over my abilities.  I
could be in the same room with Brian or my over active hormone of a brother
without any change occuring.  At night, when I was alone in my room, I
could practice without worrying about someone catching me. I began to peek
in on my brother.  I couldn't read his mind no matter how hard I tried.  I
could only feel the sexual urges he was having at the time and my body
would react to them.  One night I lay in bed letting his sexual urges wash
over me.  I felt my body changing.  I felt between my legs.  The feeling
that I got was incredible.  I had never felt anything like it before.  I
gripped my cock and let my hand ride over it.  I was gasping for breath.
My body tensed and I felt like I couldn't relax.  My dick spurted forth a
thick volley of cum.  I realized I had experienced my first orgasm as
someone else.  And I liked it.  I got up from the bed and looked at my body
in the mirror.  I was at least 5' 11", a big change from my 5' 8".  My
chest wasn't huge, but my nipples were very firm. My hips were slender and
my hair was blonde, but rather long. My lips were a pouty red.  I was hot.
After I became myself again I quietly walked down to my brothers room.  I
opened the door a bit and saw he was asleep.  He had a smile on his face
and a wadded up tissue next to his bed.  I knew he'd been jacking off.  I
looked next to his bed and found the fuck mag he had been whacking to.  I
picked it up and found the page he'd been looking at. On the page was a
woman.  Very hot, by most standards.  She was being pumped by a guy.  It
was that picture that caught my eye.  His hips were slender and the hair
was blonde, but rather long.  His lips were frozen into a pout. I was taken
aback.  That was the man I had become.  Could it be my brothers sexual
fantasy wasn't about a woman, but another man? Does that mean that I had
become Brian Thompson's "girlfriend"?

The next day I went to school.  I met up with Brian before lunch.  He was
reading a letter written on blue paper.  Every step I took toward him I
could feel that urge radiating from him.  It was hard to control but I
didn't change.  I walked to him and he folded the paper and stuffed it in
his pocket.  When he reached down to put it away I could see the fabric
from his jeans straining.  His cock obviously wanted out of the confines.
I swallowed hard.  Looking at his dick was making it harder for me to
control myself. I don't know why, but I had the feeling that it belonged
inside me.

"Dude, what's up?" Brian asked, a worried look on his face.

"Huh?" I replied.  I was so caught up in my thoughts that I didn't even
notice he was talking to me.

"Why're you looking at me so weird?" he asked.  "I've been talking to you
but it's like you're not even listening to me."

"Oh, sorry. I was thinking about...something.  Dude, got a question for
you."

"Whassup?"

"You got a picture of this babe of yours?"

He eyed me suspiciously.

"No, why?"

"I just want to see what she looks like is all."

"No, I don't have a picture of her," he said carefully.

He reached into his back pocket and pulled out his wallet.

"The only pictures I have are of my family."

He showed me a picture of his mother and father.  Another picture struck me
as odd.

"Who's that?" I asked.

"Oh," he said quietly, "That's just a cousin of mine.  No one important."

I could feel his urges.  This cousin of his was the source of his fantasy
and sexual desire.  The day I was home in my bedroom this is the guy I had
become. Whatever lustful thoughts were going through a mans head I became.
And it was obvious that my own thoughts were changing, too.  I needed to
see Brian's cock.  I wanted to have it fill me.  And I wanted to do it
soon.

				* - *

Two weeks went by.  Summer vacation was finally upon us.  My parents took
Jeffy and went to see my grandparents in Wisconsin, leaving the house to
Danny and I.  I spent most of it in my room.  I wanted to practice my weird
ability and see what the limits, if any, were.  I found out that I could
not become another person that I thought was hot. I found that my voice and
mannerisms changed, but I still kept my own identity. It took a while, but
I was able to change my appearance ever so slightly from the person I was
copying.  I could change my eye color or hair length or a different feature
just enough to prove that I wasn't the person.  After all, I didn't want to
do something that would get someone else in trouble. It was like being a
chameleon.  I became something else but was still myself. And I think it's
time I started to use my newfound abilities to get myself some of what I
want.  Brian Thompson.

I decided that I would have to make sure that no one else could see through
what I was so I set up a test. I lay at home one night waiting for my
brother to start his nightly jack-off session. Ever since Mom and Dad left
he's been tossing off constantly.  I didn't have to wait long.  I relaxed
myself and let his lust wash over me.  I could feel my body changing.  My
hair became very short, almost whitish in color, my body stretched out to
nearly 6' tall.  My features became firmer, I'd estimate I was probably
about 21 or 22 years old.  After the change was completed I walked down to
the front door and let myself out.  I waited a few seconds and rang the
bell.  At first nothing happened.  I rang it again.

"ALEX!!!!!!!!" came Danny's cry.  "Answer the door!"

I waited a moment and rang the bell again.  This time I heard feet on the
staircase.  In just a few seconds the door was thrown open.  My brother was
standing in front of me wearing blue gym shorts, tented in front.  He tried
to hide behind the door but it was pretty obvious.

"Yeah? What do you...." he started.  Suddenly, he froze.  He looked at me
and his jaw dropped.  "You're...you're...." he stammered.

"Are you Danny?" I asked.  My voice a deep bass.

"Uh...Um....Yeah, I'm Danny....Who are you?"

I stumbled for a moment.  I didn't know anything about the person that I
had become.  I didn't know what to say.  But then instinct took over.

"Well, if you don't know who I am then I suppose I'm wasting my time
here..."  and I turned as if to leave.

"No, wait!" he cried, "Don't go.  Please, come in."

"Are you alone?" I asked.

"Ahhhhhh, I think so.  My brother must have gone out and my parents are out
of town."

"Good.  I like that."  I walked into the house.  It was strange, seeing it
with new eyes.

Danny chuckled a bit.

"My brother has some clothes just like that," he said.

Damn me!  I never thought about my clothes.

"Then he's obviously got good taste.  He's got you for a brother."

That shut him up.  He looked at me and didn't say a word.  I had to decide
what my next move was going to be.

"Do you know why I'm here, Danny?"

"Uhhhhhh....no," he admitted.

"I saw you down at the mall earlier.  I liked the way you looked so I had
some people check up on you.  Do you mind?"

His voice cracked when he said, "Mind?  No, not at all."

I walked over and placed my hand on his shoulder.  I thought he'd melt. His
knees buckled and I had to hold him to keep him from falling over.

"If this is bad for you, I'll leave."

He grabbed me about the waist and almost cried, "No, please don't!"

I looked into his eyes and what I saw there made me shiver.  It also made
me very hard.  My hips bucked involuntarily and my hardon pushed its way
into his side.  I ground my cock against his leg and he moaned.  He looked
at me, a bit of fear in his eyes.

"Can I...uh...see it?" he begged.

I had to decide how far this was going to go.  Of course I was turned on,
but he was my brother.  We seldom saw each other in anything but full
clothes. I couldn't tell you what his body was like, let alone his
privates.

"Sure, kid.  Go ahead," I croaked.

He stepped back and placed his hand on my zipper.  His eyes never left my
face.  He gently tugged on my fly and pulled it down.  He reached his hand
inside my pants and pulled my cock free.  Damn, I was hung.

"It's...beautiful," he stammered.

He let his fingers run the length of my cock, his fingers circling the
head.  His hands felt so fucking good.  I put my hand on his shoulder and
gave him a little nudge.  He took it for what it was worth and dropped to
his knees.  He lovingly, almost reverently, unbuckled my pants and pulled
them down.  My cock sprang to its full length.  It had to be a good 10".  I
don't know who I was but this boy had some proud flesh!

I could feel his breath on my stiff rod.  He kissed the head of it and then
opened his mouth.  He took about 3 or 4 inches of my shaft and started
violently sucking on it.  No doubt about it, my brother had never done this
before.  His teeth scraped the delicate flesh of my new tool.  I winced and
pulled away.

"Am I doing something wrong?" he asked.  "It's just that I've um...never
done this before."

"That's OK Dan, I'll let you practice on me."  I smiled at him and that
seemed to calm him a bit.  "Let's go up to your room."

I pulled my pants up and followed him to his room.  Once we got there he
turned to me and was about to go on his knees again.

"No," I said.  He looked hurt.  "Take off your clothes, Dan," I told
him. He seemed shocked, but did as I told him.  He gingerly stepped from
his pants and his prick sprang up.  The little fuck.  His dick was bigger
than mine.  Well, my real one at least.  I stepped toward him and reached
my hand out.  He stopped me.

"Please don't," he whispered.  "I've never...um..."

"Yes, I know.  You've never had anyone touch you except for your hand.
Does it feel good when you touch it?"

He nodded.

"Then I'm sure you'll enjoy this."  I reached out and took his cock in my
hand.  It was warm and it pulsed strongly in my hand.  I stroked it a bit.
"How does that feel, Dan?"

His voice was husky, "Oooooh, that feels so good.  Please don't stop."

"Lay down on the bed, Dan," I commanded.  Like a good boy he followed my
instructions.  I ran my hands over his body.  I had never thought of my
brother in a sexual way before. Well OK, maybe once or twice.  But I never
once thought that I'd enjoy it so much.  His cock was steel hard when I
finally gripped it.  I ran my hand up and down the shaft.  He moaned just
slightly.  "Dan, I want you to close your eyes and just relax.  Don't be
nervous."

Danny closed his eyes, but his body was still tense.  I cupped my hand over
his balls and closed it gently.  I pulled back a bit and his cock stood up
in the air.  I leaned over and licked the head.  Dan spasmed.  I smiled.  I
leaned over again and this time I took the shaft deep into my throat.  Dan
arched up, his cock going deeper into my mouth.  His hands grasped at my
head and pulled me down onto his hot cock.  It was only a few seconds
before he blasted a steamy load down my throat.

"Ohmygodohmygod," he gasped over and over.

"Did you like that, Dan?" I asked.

After he caught his breath a bit he sat up.

"Please," he pleaded, "Let me try yours again."

I sat on the edge of the bed and Dan kneeled in front of me.  He lapped at
the head of my cock before trying to go down on me.  Again his teeth got in
the way.  I pulled him up to me and told him to treat it like a lollipop.
Just put it in your mouth and lick it like you would an ice cream.  This
time he was more careful and very gentle.  His light sucking drove me wild.
He could tell this time he was turning me on and became a little bolder.
His sucking became more insistent and I had to pull him off before I shot.
He looked up at me.

"Wasn't I doing it right?"

"Oh yeah, that was fantastic!" I told him.  He smiled slightly.  "But I
want to teach you some more things that you'll find equally exciting."

I got him back up on the bed and told him to lay on his stomach.  He was
hesitant but eventually did as I asked.  I rubbed his back a bit and he
relaxed.  My fingers trailed down to his ass crack.

"Dan, have you ever touched yourself here?" I asked, sliding my index
finger along his butt.

"Um...maybe once or twice," he said.

"Did you like it?"

"Well," he admitted, "it felt kinda weird, but yeah, it was OK."

I told him to put his face in the pillow and ran my finger inside his
cheeks.  His body quivered.  I climbed up on the bed and grabbed his
muscular ass and pulled the cheeks apart.  I put my face down near his hot
sweaty ass and pushed my tongue into his crack.  I could hear him gasp as
my tongue entered his tunnel.  He'd never felt anything like this before, I
knew.  I ran my tongue around inside the ring of his ass and slathered it
with spit.  When the muscles of his ass relaxed enough I pulled off.  He
turned his head and looked back at me.  I put my finger right up to the
hole and began to push gently.  After the rimming his hole opened up for me
very easily.  God it was tight.  I knew I'd love to stuff my cock up that
tight ass.

"Dan, how does that feel?"

"Far out. I've never felt anything like that before."

"Dan, would you like me to fuck you?" I asked him.  He looked down at my
rock hard cock nervously.

"Is it going to hurt?" he wondered.

"Maybe a bit at first, but after that it's nothing but pleasure," I
reassured him.

"OK, but please go slow," he asked.

I had him lay on his back and lift his legs.  I crawled between them and
sucked his cock a bit.  When he got a boner I moved down between his cheeks
again and started a fast rimming.  He got into it big time.  He was
thrashing on the bed and moaning loudly.  After a few moments I got up on
my knees and placed my cockhead against his pucker.  I moved slowly,
pushing it into his hot, tight ass very gently.  He winced in pain but
never said a word.  It took me a few moments to get past the head.  Once
that was in I stopped.

"Dan, are you OK?"

"Mmmmmmm-hmmmmm....", he said between tightly closed lips.

"Do you want me to stop?" I asked, hoping to hell that he would say no.

"No, go ahead.  It actually doesn't hurt that much."

I pushed in a bit further.  His asshole opened up to accept my cock after a
few more strokes and I slid into his tight hole all the way to my balls.

"Oh my god," he whispered.  "It feels so good."

I started to pump slowly, letting him get used to the feel of my cock in
his ass.  When he started pushing against it I knew that he was ready for
some hard fucking.  I grabbed his legs and put them over my shoulders.  I
pushed him back some and put my hands on each side of his head.  Then I
started grinding my cock into his hole.  He looked up at me and whispered,

"Please, fuck me hard."

And I did.  I began pounding his ass as hard as I could.  I pulled out so
just the head of my cock was in his ass and then slammed back into it.  I
fucked his ass like a piston, in and out over and over again.  He was
getting into it.  After a few minutes I put his legs down and pulled out.
I rolled him over and crawled back on top.  I pushed my cock into his open
hole and lay with my full weight on top of him.  I swiveled my hips and
cock into the hot boy twat.  Then I started fucking again.  I was doing
pushups into his ass while he tightened his cheeks around my cock.  I could
only take a few more minutes of this.

"Dan, get ready," I panted, "I'm going to shoot my load."

When I said that Danny started bucking against my cock.  I had never been
with anyone who was so eager to please.  When I shot it was the most
intense cum I'd ever had.  After it was over I collapsed on top of Dan in a
sweaty heap.  I kissed the back of his neck, leaving my cock buried in his
ass.  After a few minutes I reached down and found a puddle on his bed.  He
had shot without my touching him.  I stayed laying next to him in a
euphoria until he fell asleep.  Then I got up and gathered my clothes.  I
walked to my room and sat on the bed.  As I relaxed I began to regain my
form.  When I was back to being myself I walked in and happily took a nice
hot shower.

The next morning Danny was nothing but one big smile.  He walked around the
house like he hadn't a care in the world.  Although he was walking rather
funny.  When I asked him about it he just smirked and said something about
having ridden for quite a while last night.  I guess he thought I would
figure he meant his bike, but I knew exactly what he was talking about.
And I smiled, too.

				END CHAPTER 1

This is my first "Erotic" story.  I hope I didn't disappoint anyone.  I
would appreciate comments on your reaction to the story.  If you'd like to
write me you can do so at Will.Parkinson@TBDMIL.COM and I'll be watching
for them.