JOE39


     "You're still changing, aren't you." Linda exclaimed from
the slightly open bedroom door.

     The words startled Joe, who was standing before the mirror,
looking at himself, deep in thought.

     Joe looked at her and smiled meekly. 

     "Yeah, I guess I am." He admitted.  "Not much, I suppose,
but something is happening."

     "You simply look gorgeous.  I can't believe how soft... how
young looking... how... absolutely feminine you've become." Linda
exclaimed, as she looked at her fiancee, standing before her,
embarrassment showing, feminine curves concealed only by little
white shorts and a bra.

     "It's really hard to accept this is really me...that these
things are mine." Joe said, gently cupping his breasts with his
hands.

     They were attached to his body...he could certainly feel
them when they were touched, but still, it was as if his still
growing breasts were not really a part of him...like these soft
bulges were actually part of a costume he wore.  But there was no
zipper in this birthday suit.

     He moved his hands to his butt.  He ran them up and down
along noticeably widening hips, wondering just when the changes
would finally stop.

     "Maybe it's a good thing you're going with me." Linda
exclaimed, a teasing inflection evident in her voice.  It was
plain she too noticed the continuing change in that area.

     Joe looked at her and grinned. 

     "I guess I am getting a little broader in the beam." He
conceded.

     It was so weird.  To watch your body continue its transition
toward female, and know there is absolutely nothing you can do
about it.  But the interesting thing was, he didn't really care
anymore.  It was as if his will... his very being...everything he
was...was starting to accept what he had apparently already
physically become.  A woman.

     Linda stood in the doorway and watched Joe as he examined
himself.  They didn't speak.  They was no need.  The look on
Joe's face made it plain that he was becoming more and more
content with his acquired shape...his new gender.  They could no
longer consider themselves man and woman.  Until now, they both
sometimes ignored the physical, talking and teasing, as if Joe's
situation was just some temporary thing, like some kind of
complex costume.

     "Not bad for a girl, Bates.  You really are a woman, I
guess." Linda said, finally breaking the long silence.

     "What does it mean...to be a woman?" Joe asked.  "Is it
growing boobs? Is it having this?" He ran his right hand along
the sleekness of his crotch. 

     "I don't know, Joe." Linda said.  "But it sure looks like
you're beginning to enjoy it.  Do you agree?"

     Joe looked into the mirror.  He gently rubbed the silky,
nylon cups of the bra.

     "Do I like it?" He repeated.  "It feels good.  The
softness...the new sensitivity...  It really feels good.  Yeah. 
I guess I am starting to like it.  Is that so bad?"

     "No, it's not bad." Linda responded.  "Maybe it's a good...
I mean...it doesn't look like they can change you back, so if you
have to be like that...if you have to stay feminine, it's
probably good if you can enjoy it."

     "Yeah, that's what I keep telling myself." Joe said.  "But
it's a complicated thing...to see...to feel masculinity slip
away.  I guess I can't explain it to you...but no matter how much
begin to like this...the way I am now...there is still a real...a
tremendous sense of loss."

     Linda looked at Joe.  He looked so much like a teenager
standing there. A pretty, young woman.  But his words, if not his
voice, were still those of the Joe Bates she knew.

     She put her arms out and went to him, taking him to her.  He
was still taller than she was, but he was no longer the strong
muscular man she loved. Joe had become completely soft...
feminine...  He even smelled feminine.  Her hands brushed the
strap of the bra.  Every physical aspect about him served to
remind her the person in her arms was no longer the man he had
been.

     Joe eagerly returned her embrace.  When they stood close
together, his pert breasts came above Linda's, just below her
chin.  Her face brushed the soft skin of his chest, and she felt
the warm hollow of cleavage.  She looked up at him, and they
kissed.  It was like always, and yet, so very different. They
could never again feel the same about each other.  They were
still in love, but the powerful feeling of heterosexual
affection, and yes, lust, had almost vanished.  They were
becoming more like best friends... sisters. Something good,
real... but not lovers.  At least not at all like before.

     "You smell very good." Linda said, trying to hide the
awkward embarrassment.

     "Thanks." Joe said.  "It's your cologne.  I put some on this
morning.  It holds up pretty well I guess."

     "We better get going, don't you think?"  Linda continued. 

     "Yeah, maybe so." He agreed.

     He grabbed the white top and deftly pulled it on.

     "Do I look Ok?" Joe questioned, holding his arms out.  "Will
I fit in?"

     "Don't worry, Joe, you'll fit in." Linda advised.  "If
there's any problem, it'll be cause the other women will be
jealous."

     Joe looked at Linda. 

     "Do they all dress in the locker room?" He asked.

     "Are you hoping you'll get to see the others in the buff?"
Linda teased.

     "I don't care about that.  Not anymore." Joe said
truthfully.  "Maybe it's hard to believe, but I really don't find
that stuff exciting now, not usually anyway."

     "Yeah, but it can be a real ego boost." Linda mused.  "Some
of the ladies make me feel pretty good about the way I look."

     "I'm still trying to get used to being like this, remember."
Joe said. "I have a lot of trouble thinking of myself as one of
the women.  No matter what I happen to look like...or how they
look.  Sometimes, I tend to forget that I'm one of you guys now."

     "Well, the other girls won't guess there's a guy in the
locker room, don't worry about that." Linda promised, smiling at
him.

     "Yeah...great." Joe said, very unenthusiastically.

     He finished gathering his things up, putting them in the
colorful gym tote.  Since he'd be changing clothes there, Joe
wondered what else he might need.  He considered the mini-pads.

     "Should I take some panti-liners?" Joe asked Linda, who was
still intently watching him pack.

     "I really don't know." She responded.  "Think you need one?"

     "Well...I'm worried that some of that medication stuff is
going to run out.  It sure felt like it might.  But it hasn't so
far." Joe said.

     "If you haven't had a problem by now, I doubt you will."
Linda considered.

     "But what about when I start jumping around and stuff?" Joe
went on.

     "If it will make you feel better...more confident...then use
one." Linda advised.

     Joe went into the bathroom and grabbed a couple from the
box.  He tossed them in with the leotard, then zipped up the
brightly colored bag.  It was bigger, but a lot less embarrassing
to carry than a purse.

     "Ok.  I'm ready." He exclaimed.

     "Let's get going then." Linda said, taking her bag and
walking briskly to the door.

     They went to the drive, and without asking, Linda went to
her car. This was another difference.  Before, anytime they went
anywhere together, Joe drove.  Linda didn't even ask.  She always
rode along.  It was different now. It was plain she was looking
at Joe differently, more like an equal...a peer.

     Joe rode along in silence, thinking about that, and
wondering what it would be like, participating in a women's
exercise class...as a woman.  

     He'd know soon enough.  

     Linda pulled into the half full parking lot, and they
climbed the stairs, side by side.  Joe had to resist habitually
taking Linda's hand as they walked.  That was something he could
never do anymore, not in public anyway.

     They showed their membership cards and went inside.  It was
still strange for Joe to enter the "wrong" side of the familiar
place.  The typical locker room smell greeted them when they went
inside.  Well, not exactly the old locker room smell, Joe
thought.  The women's side included a faint trace of perfume, or
something.  Subtle, but very different than the musty sock odor
on other side of the hall.

     Not so subtle was the difference in appearance of the other
occupants of the room.  No muscular, sweaty backs...no jock
straps...no hairy men.  None.

     There was no way to describe this sight to a man.  There
must be thirty women in here, Joe thought, and over half of them
well under thirty.  A lot of them were under twenty.  There were
all shapes...all sizes...but they were all women, that was
plainly evident.  Joe had never seen so many bare breasts in one
place, at one time, ever before.  Jay wouldn't believe it if he
told him.

     Such variety.  It was like some kind of dream. 
Women...naked women...all over the place.  Large boobs...small
boobs...tiny boobs.  He didn't know they could look so different,
so...such variety of shapes.  All this female flesh, and not a
cock in the room...including in his own shorts.

     Joe instinctively felt himself...there had to be at least a
trace of embarrassing bulge there...he could detect a bit of
excitement stirring.  But no...nothing.  His new shape offered
nothing to the outside.  Even his "erection" now felt different
than before, even since the change.  After the last experience
with Jay, he now knew the subtle differences between the
sensations of his old genitalia, and the way he was now.  That
little clitoris might still feel like a "hard-on", at least sort
of, but now he could also recognize the pleasant sensation of the
labia minora as they engorged with blood, spreading the new
vaginal opening, making it ready for penetration.  At the same
time, there was the warm feeling of those lubricating secretions.
Thank heaven for the pad, Joe thought.

     Winding her way among the throng of dressing and undressing
women, Linda found a spot near a vacant locker, and claimed a
little bench as hers.  There was enough space for Joe too, so he
put his bag on the bench along side hers.

     Linda opened the locker and started placing her stuff
inside.  Joe chose an empty one a few spaces down and copied her
actions.  Though he tried his best, it was completely impossible
for him resist the temptation to ogle the women and girls around
him.  It was too ingrained a habit.

     It was just too different...too much.  Joe had been in a
women's locker room before, in fact, this very one, but never
when there were so many...so many good looking women...girls. 
Boobs and beavers...everywhere.

     "Joe...try to keep your eyes to yourself." Linda said
quietly.  "You're staring at everybody."

     "I can't help it!" Joe hissed softly.  "I've never been any
place quite like this before.  Give me a break."

     Linda looked at him with a big grin showing.

     "Not as easy as you thought, huh?"  She asked. 

     "Easier now than it would have been two days ago." Joe
responded, his head swiveling to follow a rather well endowed
teenager as she bounced her way to the shower.

     "Well, try to keep your eyes from popping out, at least."
Linda said, obviously enjoying Joe's strange predicament.

     No one realized that the attractive young girl who seemed to
stare strangely at everyone...no one could have imagined that
inside that pretty head was the brain of a thirty year old guy,
his male urges heavily dulled by lack of testosterone, but still
retaining the memories, and the visions... All that still worked
the same.

     Joe slowly placed his things in his locker, but eventually
he had to undress.  He didn't know why it bothered him since
there was no way for anyone to tell his secret, he had the best
disguise imaginable.  But the thought of undressing in this
crowded place, with all these strangers...even if they were
women...

     He pulled his top over his head, and carefully hung it on a
hook in the locker.  Then he reached down and unsnapped the bra,
then pulled it off his shoulders.  

     There were little marks where the bra had pressed on his
body.  Linda had them too.  He hadn't noticed them on other women
before, but it must be normal.

     Joe sat and untied his Reeboks, then pulled them off.  It
was time to remove the shorts.

     Slowly unbuttoning the shorts, he pulled them down, then
stood momentarily in his panties.  He pulled them down, and
immediately noticed the panti-liner.  What should he do with
that?  He decided to leave it in the crotch until later, when
he'd have to wear them again.

     Completely naked, Joe fished around in his bag till he found
the sport panty, and quickly stepped into it.  He was about to
pull it up, when he considered using protection.  Should he put a
pad in right here?  Among all these people?  They'd probably
think he was menstruating.  But what if they did.  He probably
would anyway...eventually.  He cautiously reached and felt
between his legs with his finger.  It was moist there...but it
seemed clear, like it might just be from the excitement, not the
greasy medication.

     Joe decided to go without the pad.  If it felt funny later,
he could excuse himself and put one on.  Maybe it would be a bit
more private then, at least.

     He pulled the panty in place, enjoying the secure feeling
the snug fit of the garment provided.  Rubbing his hands over his
butt, Joe relished the silky smoothness.  Maybe he might look
female...he obviously did...but there was no way he could deny
pleasurable sensations.  He moved his hand to the front, between
his legs.  The fabric there was even softer satin like fabric,
and his totally feminine shape was becoming familiar, though it
still felt a little weird sometimes, not having a penis.  Not
bad...but weird.

     The cool air and underlying sexual excitement made Joe's
nipples stiff and sensitive.  He looked over at Linda, who was
also undressed.  Her's were the same way.  She wasn't paying any
attention, so it must be completely normal.  Apparently it was
possible to get accustomed to the extra sensitivity a female body
provided.  Maybe it would just take some time.

     Joe watched as Linda slipped her arms into a beige colored
support bra and deftly pulled it over her head and shoulders. 
Just as Joe's, her own bra had no clasps or hooks, it had to be
pulled over the head.  Joe put his head and arms in the proper
holes and adjusted his soft breasts into the cotton cups.  The
supportive athletic bra actually pressed the breast tissue down
until it was mostly just a flattened bulge on his chest.  When he
wore it, he hardly jiggled at all.  He could still see the little
bumps of his hard nipples, but otherwise, it was almost like
being a guy again.  He looked down and rubbed his sleek crotch. 
Well...not exactly a guy.

     Here he was, in a room filled with beautiful women in
various stages of undress...and he was no different than they
were.  Though he still felt many of the familiar stirrings, it
was now not just physically impossible to carry out most of
things that went through his thoughts, the very thoughts
themselves were changing rapidly.

     As these things went through his mind, Joe slipped on the
shape hugging exercise wear.  The Capri pants, the leotard, and
then the little crop top. Although he felt his new femininity was
rather exposed, he was actually wearing a lot of clothes.  But
even with shape subduing exercise bra, it was quite clear that he
was not a male.  The stretchy clothes emphasized his narrowed
waist as well as his widening hips and rounded buttocks.

     Ready to go, Joe felt a little self conscious but generally
pleased with himself.  He looked at Linda, who was also putting
her gym bag into the locker.

     She still looked good, there was no hiding that basic
attractiveness, even to Joe's changing mind.  Joe couldn't see
how much older than he was she looked.  Some in the room might
have even thought she could have been his very young looking
mother.  But Joe didn't see that.  She still looked the same. He
was the one who changed.  The relationship between them was
changing, and had already changed a lot, but they were still best
friends.

     Linda saw Joe watching her and smiled. 

     "Are you ready?"  She asked. 

     "Let's do it!" Joe said, with exaggerated enthusiasm.  His
heart was pounding with the combination of excitement,
apprehension, and fear. 

     Joe saw that Linda took a towel, so he too grabbed one from
the neat stack.  He followed her out the door. 

     The aerobics room was already filled with women, who were
spacing themselves in an orderly fashion on the floor.  The
entire front wall of the room was mirrored, so everyone could
watch themselves as they followed the fit looking instructor. 

     Joe looked around at the other women.  He recognized some of
them from his many other visits to the health club.  They were
probably the same women he had just seen dressing, but maybe it
was the different light, maybe just because there was no longer
the distraction of naked breasts, whatever, he hadn't recognized
them in the locker room.  He wondered if any of them would
recognize him.

     That was highly unlikely.  Even though his face was somewhat
similar to the way it used to be, no one would have dreamed that
the young shapely woman was formerly a thirty year old male.  If
there was any recognition, no one gave a hint.

     Doing as the others, Joe placed his towel on the floor at
his side.  He looked up as the instructor bent over to place a
tape into her boom box, her well-formed derriere catching his
eye.  Directly in front of him was a young woman probably no more
than twenty years old.  She too was very trim.  To the others,
she probably seemed more Joe's age than Linda did, but to Joe she
was much younger.  It was hard enough to think of himself as
female, much less twenty years old again.

     He was admiring the view of the young ladies backside, which
her purple leotard and white stirrup pants did little to conceal. 
He was staring intently, examine the lines the leg elastic of her
panties made on her butt, when she suddenly turned around and
noticed him.

     "Hi. my name's Susan." She said, smiling.  Unlike a man, she
didn't extend her hand along with the greeting.

     Joe was surprised at the innocent openness of the young
woman.  She obviously didn't consider him a threat.  Not that he
was.

     Joe held out his hand. 

     "My name is Joe."  He said, as the girl took his hand.  

     "Joe?  I've never seen you here before, have I, Joe?" Susan
asked, snickering slightly as she spoke his name.

     "No...No, I don't think so." Joe said.  "I've never been to
the exercise class until today.  I came along with my friend
Linda."  He pointed to Linda, who was in the in the same row as
Susan, but two spots to the right.

     "Oh, yeah, I've seen Linda here lots of times." Susan said. 
Do you live here in Phoenix?"

     "Yeah, I do.  Joe said.  I live at Linda's."  He said
awkwardly.  

     The music started.  It was time to begin the stretching
exercises.  

     "Well, I guess it's time to get to work."  Susan said,
turning around.

     "Yeah, I guess so, Joe agreed."  

     The exercise instructor raised her arms over her head. 
Everyone in the room followed suit, and for the next five minutes
or so, they bent and stretched in harmony with the music.  Joe
had never exercised to music before, but he had spent enough time
watching in the back of the room, while waiting for a racquetball
court, to know the procedure.  At those times, he could never
have imagined that some day he'd be wearing a sexy leotard,
joining in with the OTHER women.

     Joe found that time went very quickly.  The exercise itself
was quite exhilarating, and the scenery could not be faulted.  As
he bounced up and down, dancing to the rhythm, he watched Susan's
buttocks, trying to remember if he had seen her in the locker
room.  Joe began to feel like a dirty old man.  But luckily, his
thoughts were invisible, and his body gave no trace of his
feelings.

     Soon the music slowed, signaling the start of the cool down
phase.  All the exertion had caused sweat to show through Susan's
leotard, around her bra.  Joe wondered if he looked the same way,
and since most of the others did too, he figured that was highly
likely.  Women sweat too, he thought grinning to himself.

     Then the tape stopped, and the instructor said "Good work
ladies, I'll see you in a couple of days."

     Joe took his towel and wiped sweat from his forehead.  Susan
turned and spoke again.

     "Do you go to school?"  She asked.

     "Oh no." Joe answered instinctively to the unsuspected
question.  "I work at Honeybone." 

     "Really, what do you do there?" Susan asked innocently. She
was obviously trying to strike up a friendship with Joe, who she
probably considered to be about her own age.

     "I'm an Electrical Engineer." Joe blurted, almost
immediately realizing it might be hard to believe what he was
said.

     "An Electrical Engineer...rad!." Susan said.  "You must be
really smart."

     Joe didn't know how to take the conversation.  He wasn't
used to carrying on an extended communication with a young woman
who didn't know about his experience.

     "No, I just find the work interesting." Joe answered, hoping
to not sound too nerdy. 

     They walked into the locker room with the other women. 
Another strip show, Joe thought to himself. 

     Susan's locker was on the same aisle as Joe and Linda's, and
they each went to their respective bench, but were still within
speaking distance.  

     Joe opened the padlock on his locker, and saw Susan do the
same.  When Susan had her locker open, she quickly removed her
shoes and socks, then the leotard and stirrup pants.  Standing
there with her long hair flowing down her back, in white cotton
panties and only a wisp of a bra, she looked like an angel.  Joe
found himself spending more time watching her than he did
undressing.  Earlier, Linda had noticed him and Susan talking,
but had let them to themselves.  Now she noticed him watching
Susan as she undressed.

     "She's pretty, isn't she." Linda said, low enough so only he
could hear.

     "Yeah, I guess she is." Joe agreed, trying to look away, and
continue to undress. 

     "Maybe you should get to know her." Linda said.

     "What for?"  Joe asked.  "What could we possibly have in
common?"

     "Well, I think Susan is a nice girl, she probably thinks you
two are the same age." Linda responded.

     "Yeah, but we're not, remember." Joe said.

     When Susan slipped off her underwear, she wrapped herself in
a bath towel and walked past Joe on her way to the showers. He
quickly got his clothes off and went to the showers too.  Susan
was there, and they stood side by side in the communal
facilities, letting the warm water rinse the sweat from their
bodies.  Out of the corner of his eye, Joe watched Susan as she
washed herself.  They dried themselves before returning to the
lockers.

     "Are you going to the concert tonight?" Susan asked.

     "No. No, I have to go back to work later." Joe said.

     "You have to work tonight?"  Susan asked.  "Tonight?" 

     Joe wondered what the big concert was.  He didn't want to
sound out of touch, so he said nothing that might give himself
away.

     "Yeah, I do.  I don't usually work in the evenings, but I do
tonight." He said.

     "Where do you hang out?"  Susan continued.  

     Joe didn't know what to say.  He wasn't sure where young
women "hung out." He though of the places he always went, and the
age of the women there. Sure...there were plenty of women in
their twenties at a night spot currently known as Spectrum. 

     "Usually the Spectrum."  Joe responded after a moment. 

     "Oh...sure, I go there sometimes too." Susan replied.  "I'm
surprised we haven't met before."

     Joe picked his brain, trying to remember this young, cute
blond.  He couldn't, so she probably wasn't a regular there. 
Neither was he, for that matter.

     "I don't go out that much really."  Joe said. 

     "We'll have to go together some time."  Susan suggested.

     "Yeah...maybe we could that." Joe said cautiously, watching
as Susan toweled her pubic hair.

     They went back to the lockers, and Joe slowly put his street
clothes back on, heart pounding as he watched Susan doing the
same.  He liked her. He didn't know if it was just because she
was attractive, or because of her almost naive friendliness. 
Well, maybe not naive...he was forgetting he wasn't male, so to
her he was not a "threat", just another young woman...a peer.

     "Are you ready soon?"  Linda asked.  

     She was obviously watching how Joe dealt with Susan's
attempt at friendship.  She knew Joe sometimes thought of women
as sex objects, even now, and found it interesting to watch how
he dealt with now quite out of place feelings.  It was quite
evident that Joe experienced at least a little sexual excitement
watching the cute young woman, even though he now looked almost
like her.

     Men...who could hope to understand them.

     Joe on the other hand had a different problem.  He actually
wanted to be around Susan, though he wasn't sure why, and here
presented a definite opportunity.

     "Yeah, just give me a minute." Joe responded, a little
irritation showing.

     He went over to Susan, who was brushing her hair.

     Will you be here Thursday?"  He asked. 

     "Sure."  Susan replied.  "I come three times a week."

     "Well, I'll see you then, I guess." Joe said, sounding
relieved.  "We can see about going out."

     Susan looked at Joe.  Going out?  That was a strange way to
refer to it, she thought.  But she got the idea.

     "Yeah.  Maybe we can do that." Susan responded.  "Your aunt
don't want to come along, does she?"

     Aunt?  Who's the aunt, Joe wondered?  

     "My aunt...?"  Joe repeated.

     "Linda." Susan explained.  "I just figured she was your
relative, she didn't look much like your sister, so I thought
maybe she was your aunt."

     Joe laughed. 

     "Oh no, she's just my friend." He explained speaking slowly
and carefully.  "We've known each other for a long time. I don't
know if she'd want to come or not.  I'll talk to her about it. 
But I have to go now.  See you later!"

     "See you, Joe." Susan repeated.  "Thursday, right?"

     So...  He'd be doing this again.  That was ok with him.  It
was kind of fun, definitely interesting, and good exercise
besides.  What more could a guy...or a girl...ask for?

     Joe gathered his things, looking around the room, taking in
the sights one last time.  The incentive to exercise was about as
strong as it could get.

     He followed Linda out of the room and to her car.

     In about an hour he'd have to meet Norm at his hotel.  It
looked as if this was going to be an interesting night.