Dream #23: Body Swap Transformation Between Requester and Kate Upton

Another one where i'm not the person doing the transforming. This requester "Austin" wanted to swap bodies with Kate Upton. I had to try this dream twice as the first one was quite low lucidity and I about 10 minutes into it I ended up fully losing lucidity.

I had a DILD around roughly 5:30AM. I was riding in the passenger seat of a car, my brother was driving and my sister-in-law was in the backseat. The radio was playing what sounded like a very stripped down Halo song, mostly just the drums remained. I closed my eyes and stabilized and focused on my intent. I needed to get Austin and Kate Upton in one location and not appear suspicious to Kate. I decided Kate was the harder person to deal with so I would go to her first. I held my intent to arrive near Kate and be someone she would trust and go with. I felt myself sinking into the seat like the car was moving without me. I instantly was in a different place and now on my feet. I saw my friend Sarah looking at me in the mirror. It was her as I’d last seen her on Halloween in her costume. Her tight dress was a bit uncomfortable and it made me very aware of her breasts which I wanted to play with, but I resisted. I mumbled “Sorry Sarah. I just need to borrow your body for a bit” since I always feel a bit awkward stealing her form. I was in a bathroom and noticed there was a hand towel hanging next to the sink. I wet it and used it to clean the fake blood off my face and my shoulder and left breast. Seeing that I just looked like her in a nice dress I left the bathroom and went looking for Kate. I was in a clean seeming facility. I wandered the halls and started to become annoyed with how much jiggling and bounce this dressed caused Sarah’s body to have. I followed the halls and arrived in a big open room, people were moving around and in the center was a big sheet with an artic scene on it, lights and cameras were set up around it and Kate Upton was sitting on a stool to the side of it, drinking from a water bottle. A man was messing with the cameras and adjusting the lights.

I walked towards them with confidence and smiled at people who looked at me, hoping I appeared confident enough that no one would stop me. A lot of people were in casual clothes but I saw the cameraman and a few people around him were dressed fairly nicely like me. I walked up to Kate and she was wearing the bikini from the pictures. I tried not to stare at her breasts especially since Sarah isn’t a lesbian. She gave me a once over and said “You must be an intern?” I went with it “Yeah. I’m Sarah. I’m supposed to touch up your makeup for the next shoot.” She gave me a strange look and said “Uh why? Where’s Cindy?” I assumed Cindy was her usual makeup person. I shrugged. “She wasn’t feeling well so I’m her stand-in.” Kate stood up off the stool and sighed “I hope she didn’t get me sick.” I walked back towards the hall and she followed. I summoned my intent and knew that the first doorway we entered would teleport us to Austin’s house. I stepped up to a door and ushered her ahead of me. She opened it and beyond the door was the view of a bedroom that was clearly out of place in this building. She gasped and said “what the fuck?” I pushed her and she stumbled into the room, I followed her and closed the door behind us. We were in a bedroom and Austin was sitting on his bed in boxers and an undershirt and looking amazed at us. Kate regained her balance and turned to me, her face was flushed and angry. “Did you push me? I swear to god your supervisor is going to hear about this. You’re an intern!” I stepped to the side so I could see around her to Austin. His eyes lifted from staring at Kate with an amazed expression to looking at me, I felt uncomfortable again as his eyes noticed the curves of my form. I smiled at him and said “Time for your request.” His eyes went wide and he gestured at me “that’s you bucky? Damn, nice. Who is she?” “A good friend of mine. I use her form a lot if I need to not be myself for whatever reason.” I realized my usual method of pulling the medallion out of my pocket wouldn’t work as this dress didn’t have any pockets. “Excuse me, what the hell is going on?” Kate said in anger, I ignored her and continued to talk to Austin. “The medallion should be in your nightstand.” His eyebrows raised and he scooted closer to his nightstand and opened it, pulling out a bronze disc on a chain. “Holy shit. That wasn’t there before. This lucid dreaming stuff is insane.” He stood up and approached Kate and I. Now facing her, he failed to resist staring at her breasts as I had managed. Kate crossed her arms to cover them and said “Don’t stare at my tits you pervert. What the fuck is going on? Let me out of here.” Austin laughed and said “I’ll get a good look soon.” He looked at me and said “You’re sure this’ll work, right?” I nodded “positive.” He stepped up in front of her and held up the medallion so it was right in her face. Kate was becoming more agitated and slapped it away, saying “Get that out of my face you creep.” She pulled her hand back with a gasp and was gripped her hand with her other hand. “It shocked me. What the fuck.” Austin also let go with a small gasp and the medallion hit the floor, he stared at his hand where he had been gripping the chain. “Holy crap it shocked me. This is actually going to work?” he stared at Kate in wonder despite her agitation, as if to take stock of the body he’d soon possess. He broke his gaze and looked at me “can you get us some mirrors? This room doesn’t have any and the door you guys came in seemed locked.” I considered for a moment. “I can try. My dream control feels weaker in Sarah’s body.” I walked to a curtain covering a window and rubbed my hands together. I was shorter and couldn’t reach the top so I took the inside ends of the curtains and pressed them against each other. They melded and silver ripples flowed through the rest of the cloth, straightening out the fabric and causing a large square where the curtain and mirrors had been to become a large mirror.

I heard Kate say from behind me “I can’t get used you just doing stuff like that.” But her voice sounded strange. Like Kate trying to imitate a man’s voice. I turned around and Kate had a shocked look on her face, Austin looked amazed and was rubbing his throat. He gave a cough with Kate’s voice. “Talking like normal with Kate’s voice hurts my throat.” He adjusted his vocal pitch up and down while speaking as he tried to find a comfortable pitch for Kate’s voice. “Testing testing.” This time Kate’s voice had a husky and slightly mannish tone to it but wasn’t as deep as the first time he spoke with her voice. Kate moved her mouth for a second before saying “why do you sound like me?” but it came out in Austin’s voice, though higher pitched and feminine sounding. I tried not to laugh at how gay she made Austin’s voice sound. Kate gave a small squeak in Austin’s voice and covered her mouth with her hands. Austin laughed at her reaction and teased her saying “Hi I’m Kate Upton. Wanna fuck?” some of the impact was lost with how he still spoke like a guy despite having a woman’s voice, but Kate’s eyes went wider. I took a step back towards the wall so I could just observe. My butt bumped the wall earlier than I expected due to Sarah’s bigger butt and I considered switching back to myself, but didn’t want to distract them. Austin leaned in to look at Kate’s face and she dropped her hands and frowned and leaned back from him. I heard him say “huh” and then move over to the mirror. I was at a bad angle so I moved over a bit so I could see in the mirror. He was touching above his lip and when he stopped I could see he had her distinctive mole on the right side of his face above his lip. He turned back to Kate who had stepped closer to see what he was doing. “Notice anything different?” he asked her. “What are you talking about?” he gestured for her to step up to the mirror with him. She did so, looking reluctant. “look above our lips.” It took her a moment to notice and I saw her face go pale. “You have my mole.” He didn’t respond and just smiled. “What the hell is happening to us? Are you doing this?” he gave a laugh which sounded awkward in her voice, he gave a cough as it must have hurt his throat laughing like normal. “You have a brain. Piece it together.” Her fear turned into anger as she said “I’m not fucking stupid.” Austin just shrugged his shoulders a little. While they were arguing I noticed more changes that they didn’t. Austin was wearing boxers but Kate’s bikini wasn’t nearly as covering and I had a view of her butt and hips, and they were looking less shapely. Her bikini-clad butt was starting to look less and less attractive as it lost its shape and flattened out. Her hips as well had a bit of a slimmer look. It was still womanly but she was gaining Austin’s hips and butt. I looked at Austin but his boxers covered too much for me to really notice the changes. I thought I could see a bit more shape to his hips though. Despite my hopes Kate turned to me and stamped her foot, which caused her breasts to jiggle. I again resisted staring at them and met her eyes. Her face looked off slightly. Her eyebrows were slightly thicker, her lips seemed a little thinner, and her eyes were looking a little darker. Subtle changes that she wouldn’t have noticed yet, but I was looking for them. I met her angry gaze and also noticed she was a little taller. “You brazilian bitch, you tricked me into this. You realize this is kidnapping? You’ll be homeless when my lawyer is done with you.” I studied her face as she yelled at me. Little hairs were continuing to pop into her eyebrows, making them thicker and then began to look mannish. The color of her eyes had continued to darken, they were nearly fully brown now. Her jaw was taking on a fuller shape, giving her entire face a blockier look to it. I glanced down at her breasts and body but I couldn’t get a good read on if any more changes had occurred. She noticed my glance and sneered. “Ha, you wish you had boobs like me. You’ll be homeless and ugly.” I found her attempt at intimidation funny since Sarah definitely isn’t ugly, and it’s not even my body. Austin came to my rescue by saying “Hey Kate, check out your face in the mirror.” She locked eyes with me again and looked me up and down as if to say she wasn’t done and turned around to look in the mirror again. She gasped and her hand shot to her face, rubbing at her eyebrow and pulling at the skin of her face. “What the fuck? Is this makeup?” Austin looked at me and gave me a wink. His face was looking more and more like Kate’s, his face looked halfway transformed into hers, perhaps even looking closer to her’s than his. His lips had plumped up some, his eyes were now blue, his eyebrows had thinned and taken on a feminine arch to them, his jaw was slimmer.

Having a view of the back of Kate I saw that her butt and hips were barely a woman’s anymore. Her butt looked like a man’s and I had no desire to look at it in a bikini, and her hips had the barest swell to them. As if on cue her bikini started to slip since it had almost nothing to hold it up. She gave a small yelp and grabbed at the strings to keep it from falling but I got a eyeful of butt, and it was definitely manbutt. I averted my eyes as she gave a little yell and turned away from Austin and towards me since I guess she thought it better to expose herself to a woman than a man. In her attempt to hold up the bikini I saw her crotch and her vagina had a weird rod of flesh sticking out of it. It was incredibly gross looking, her vagina had started to transform. She saw my gaze and looked down and dropped the bikini while screaming “ew what the fuck is that?! Ew ew ew!” she kept her hands away in fear of touching it. Austin, now having full view of her back, saw what had become of her ass. He reached back and started to fondle his, “Wow my ass feels nice. Thanks for the soft and shapely butt, Kate” she didn’t seem to hear him in her distress over her crotch. His hands also rubbed down his wider and softer hips. He noticed what she was focusing on and a look of concentration came over his face as one hand ventured into his boxers. “Yup my dick is definitely a lot smaller and there’s also weird ridges around it. I guess the beginning of my vagina lips?” he looked up at me “wanna see?” I definitely had no desire to, genital transformations are usually super nasty. “No dude that’s pretty gross. I’ll leave that to you.” I found my eyes drawn to his chest and I wasn’t sure why until I noticed his nipples were hard and definitely larger than normal. I decided to tease him. “Excited to see me?” I waved towards his chest. He looked down and saw his nipples pressing through his thin undershirt. “Oh man!” he laughed and gave one a flick. “More sensitive too. Kate’s nipples. I’m going to have Kate Upton’s boobs.” Kate had re-secured her bikini and I noticed a small bulge in the front of it where her penis was coming in. She turned to face Austin at the mention of nipples. Seeing them so close, Austin’s face was pretty much completely Kate’s now, and the opposite for Kate. His face looked soft and feminine, his face and expressions were still his but now being conveyed through Kate’s pretty face, which looked odd. It was his expressions on her face. She seemed to realize it as well and her hands went to her face, feeling and pulling at the skin. “This isn’t my face. This feels like a man’s face. You have my face!” she looked accusingly at Austin. I could see his tongue pressing out his lips as he ran it along his teeth. “You have nice teeth. It’s a bit gross to feel them in my mouth. I hope you floss.” He glanced at her chest, her back was to me now so I couldn’t see what he saw but he ran his hands down his chest. I noticed that when the material was flat against it there were very slight bumps. “Your boobs are looking a little smaller Kate, it looks like that transformation has begun. I’m going to have the amazing boobs of Kate Upton on my chest.”

Kate held her hands against her breasts defensively, as if to hold them from transforming. I noticed her arms were a bit longer and larger, I could see hair on her forearms. Similarly, her legs and thighs had tightened and lost their feminine shape. A lot of Austin’s lower body was still hidden by his boxers but his thighs seemed softer and his legs were hairless. Her turned his back to both of us and taunted her, he shook his hips which caused his butt to shake and jiggle even through his boxers. “Your butt is nice. Most people probably focus on Kate Upton’s boobs and not ass, but I’ll give it proper appreciation. Thanks again Kate.” She didn’t say anything in response and I couldn’t see her face. Austin turned to the mirror and lifted up his shirt. His nipples were large and pink, two small lumps were pushing them out from his chest. He placed his hands over them and smiled “it’s like fast forward puberty as Kate Upton! Oh, oh wow.” Flesh was building up under his hands. He went from cupping them to placing his hands under his breasts and allowing the flesh to fill into his hands. It was like someone was filling a water balloon under his skin. Flesh continued to fill and pile into his hands, his hands were holding up good sized breasts that were quickly approaching large. Kate had turned to watch, her face was horrified and shocked. Her chest was dwindling away as his grew. Her bikini top went from tight to loose as it lost any mass to hold. It was soon hanging emptily on her chest, her small male nipples were flat on her chest. In fast forward his hair started to lighten, first blonde streaks were in his hair and then it fully became blonde. It started to grow and curl down his face until it was down to his upper back and took on the shape and flow of her hair. Kate’s hair worked in reverse, pulling up into her head and becoming short, before quickly darkening. Austin ran his fingers through his hair and commented on how smooth it was. I couldn’t see either of their crotches but with Kate’s breasts now resting on Austin’s chest and his possession of her light blonde hair, the transformation looked fully complete.

Austin peeled off his shirt, his slender and smooth back was to me. He turned back around and Kate’s heavy breasts swung from his chest. He raised his hands and grabbed them to steady them, a small smile on his face. “That’s a strange feeling. Damn Kate your tits are heavy.” He hefted them in his hands and squeezed and played with them “soft and fun though. More sensitive than I expected. So these are Kate Upton’s boobs. This is every guy’s dream.” His face looked quite pleasurable as he played with his breasts. Kate stared in awe. “Get your hands off my boobs! You can’t be me. This can’t happen.” I noticed that there was a hard lump in her bikini bottom. Austin spoke the words for me “You’re getting aroused at your own breasts. That’s super weird.” She really did have great breasts. I felt Sarah’s body respond, my nipples grew hard though no one could see through the dress. I also felt warm in my crotch. Austin gave put a dramatic and scathing look on his face as he looked at Kate. “You’re making my body look really gay by standing there in that bikini.” Kate seemed nearly unresponsive with shock. I walked over to her and untied the bottom and top. They fell off her body and she gave almost no response. I passed them to Austin who was peeling his boxers off. He was fully nude and ran a finger along the lips between his legs. “She’s clean shaven. Good choice Kate.” He noticed me watching him. “I’ll avoid exploring in front of you out of respect.” He started putting on Kate’s bikini. He had me help him tie the top. “Thankfully this gives some support. Her boobs are fun and feel good but damn they’re heavy.” He asked something about us going back to the photoshoot but I woke up.