Derek suddenly fell over.

"What the?"

He looked down at his legs. His feet were tiny, and even stranger, they were in a pair of girly pink and white sneakers.

Brandon came up and Derek and gave him an evil smile as he looked down. Derek started to reach for him, but he stopped when his arm shrank right in front of him. It was only half as thick as it was before, and lacked any sign of muscle. It was also perfectly smooth and hairless. Finally Derek began to realize that he was in trouble, as he had no way to fight what James and Brandon were doing, but it was too late for him to do anything about it.

His body underwent the same changes as his arms and legs and began to pull inwards. Derek was also quickly losing height and it seemed as though he would disappear into his clothes, but half way through the transformation his height stabilized while his hips bulged out slightly and his chest seemed to puff up. Now that his body was no longer out of proportion, Derek was able to stand up.

"I don't know what you..."

Derek put a hand over his mouth, his voice had changed completely. It was now at least two octaves higher. He began to feel his lips, then his entire face. He couldn't recognize any of it. Suddenly, his hair grew out, becoming many times longer than his normal cut. He was so shocked, that he inadvertently let out a high pitched scream and fell back onto the floor. His gym shorts had become displaced in the process, exposing the pink panties he was now wearing.

"I didn't know Derek was into wearing girl's clothes!" James laughed and pointed.

"What!"

Derek pulled up his shorts, but this seemed to only triggered them to undergo their own transformation. They became tighter and a little shorter, more like the girls' uniform. The same happened to his top, making the changes to his body much more apparent. Finally, Derek's new breasts shifted up as a bra began to materialize under his shirt.

The transformation was finished, leaving Derek as a tall and fit, but not necessarily athletic girl.