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*Claire found a naked woman in the telephone box.

Claire landed soundlessly on the ground a few metres from the phone box hidden behind some bushes. Her insectoid wings folded back into her and the clothing that had formed over her body slithered from her form, coalescing at the centre of her belly to become Alexis's familiar shape.

"Hey there!" Claire thought stroking a hand down Alexis's body. "I missed you for a bit there. I think I prefer having you like this to turning you into clothes. Perhaps we can find someone else and turn them into clothes for me."

"Thats the spirit!" Alexis shouted with glee inside Claires head. "Now your getting the idea. Its natural to want to change people you shouldn't hide away from your nature."

"Hrmm perhaps your right, I said that without thinking but now that I think about it I'm not sure I want to turn another living being into clothes!" Claire was shocked at herself, how quickly she'd resorted to the idea of changing someone to fill her immediate needs; it had been her first instinct.

Alexis wriggled in her hands and a little jet of pre-cum squirted from her mouth into the bushes they hid behind. Claire had been absent mindedly rubbing her this whole time.

"Oh sorry" Claire blurted out, an embaressed blush spreading across her face.

"I told you you could do that any time." came Alexis' reply, she was practically purring in Claire's mind. "Looks like its occupied!" Alexis said with a giggle, gesturing with her body towards the phone box. "And what an occupant she is!"

Standing in the phone box was a naked woman. She was shouting rather frantically into the phone and Claire could just about hear her from her hiding place behind the bush.

"Anyone? Hellooo? Operator? Emergency services? I'm locked out of my house!" the woman slammed the phone back on the receiver and started cursing and sobbing.

She was tall and fair haired more wavey than curly. She had wide hips, full thighs and a big round rump. Her skin was tight though, she wasn't over weight, her stomach was flat and her breasts were full but pert. She had clearly been gifted with the ability to keep all her weight in the right places. Her face, once Claire got a good look at it past the all her wavey hair, was the kind of womanly face that would be called handsome instead of pretty.

All in all she was beautiful and Claire couldn't help herself. She found herself lusting after her, she wanted to slide Alexis into the delicate folds that sat between those pink thighs. More than that she felt the overwelming urge to use this body as a canvas. To turn it into something even more beautiful.

Alexis could sense Claire was on the verge of truly accepting her new place in the world and so spoke. "Its not so bad is it? Do you not enjoy this new aspect of your life?"

The question threw Claire off guard a little. "I, I suppose I do. If I'm honest I feel closer to nature now, more natural and at home in the world than I have ever felt in my life, but its all so strange." she said with a littel dispair.

"Its your life before that was strange Claire, riding around in metal boxes. Covering your beautiful form with rags like you are ashamed of it. Trying to control creatures that just want to run as wild and free as you do." Alexis gave Claire the mental equivalent of a warm embrace as she spoke these words gently to her host.

The heady affect of Alexis' sexual energy and her own unconcious desires worked on her as she sat in silence wrestling with her desires and stroking Alexis while she watched the phone box from the bushes.

"I see it now!" Claire suddenly said out loud reaching an excited resolution. Then quietly to Alexis she thought, "Its a gift! Thankyou Alexis, I don't think I said that did I. You gave me this gift, I've been so rude. I feel so gratefull now, I understand it." she was babbling internally with joy as her life suddenly seemed to come into focus for her and she felt right with the world.

Alexis' sphincter like mouth merely puckered into a sort of smile as she rubbed her body against Claire's, writhing against her stomach.

However her unchecked outburst had been heard by the naked woman in the phonebox. She looked up startled out of her sobbing state. She was sure she heard a voice but didn't know where it came from. Seeing the bushes she dashed from the phone box where she was in the open and lit by its flourescent lights to the apparent safety they offered, only to be confronted by Claires naked form.

In the dark Alexi's body just looked like a shadow against her stomach but with a thought Claire told Alexis to sink into her belly out of sight. "Hi!" She said out loud. "And here I thought I was the only one who liked to get naked in the bushes at night." Claire smiled at the lady attempting to calm her with humour. "Did you lock yourself out too? Thats quite a coincidense."

The lady smiled feeling an instant comradship with Claire over their aparrent shared situation. "What are the chances? I did have a dressing gown but it got shut in the door so I had to leave it behind. Stupid cat!"

"Oh don't blame that cat." Claire said with a smile. It just wanted to be running free in the night! "You must admit as embaressing as it is it feels freeing to have the cool night air on your body."

"Well..." was all the lady could say to that before blushing.

Claire could tell what she'd said was true. "Lets go back to yours. Maybe I can help you break in to your place and then afterwards you can help do me."

The lady looked shocked and then embarresed. "Oh you mean I can help you break into yours." she laughed. "For a minute there I thought you were... heh" Her blush returned painting her cheeks a rosey pink. "I'm Poppy, like the flower." Poppy explained holding out her hand.

Claire took it and smiled. "Claire." she replied. "Lead the way."

Claire and Alexis both enjoyed watching the sway of Poppy's hips and arse as she walked ahead of them. A couple of times Claire had to stop herself from absent mindedly reaching out to touch.

When they got there Poppy went to look for a way in round the back. Once she was out of sight Alexis shot out of her hiding to wrap round a trellis and pull them up to the second story where they opened a window carelessly left unlocked. They made their way through the house and unlocked the back door leaving it open for poppy and calling her name.

Poppy came in shivering. Clutching her dressing gown to her chest, she was too cold to even put it on until she warmed up a bit.

"You poor dear." Claire said with exagerated concern. "Lets get you up and into a hot bath. Get your core temperature up."

Poppy gratefully let Claire lead her upstairs and run her a hot bath. She sank in and then looked a little suprised as claire slid in opposite her.

"Well I'm cold too!" Claire explained although it was a lie. Since fusing with Alexis the cold didn't bother her one bit. "Just lean back and relax Poppy, soak up the heat." Claire said reclining her head against her end of the tub.

Poppy did as she was told and shut her eyes. She couldn't help but feel the situation was not so innocent anymore. She was attracted to Claire which was unusual for her. She let her arm come to rest between her thighs and hoped Claire didn't notice what her hands where doing beneath the thick layer of bubbles. She kept thinking this is most unlike her as she worked on herself but something was makeing her shrug the thought off before it could stop her from acting on it further.

Poppy wasn't the only one moving beneath the bubbles. Alexis slid out from where she hid inside Claires body her form emerging from the skin without breaking it as though she swam through it. She began to stretch across the bottom of the tub. She could see exactly what Poppy was doing and she wanted in on it.

Claire smiled as she soaked in the hot water. "So what shall we turn her into?" she thought to Alexis, well aware of where she was headed and what she could see.

"I'll let you decide I think." Came Alexis' reply. "Changing her isn't the only option you realise though. We could fuse her."

"To what?" Claire asked wondering if someone else might be in the house somewhere and thinking it unlikely as Poppy would have been able to get back in much easier.

"To us." was Alexis' simple reply.

Claires mind reeled with the possibilities. Shapes and alterations for her body flitted through her mind driving her into a state of intense arousal.

Alexis had slithered almost to her goal and Poppy had nearly brought herself to hers. "You better make up your mind soon if you want to take advantage of Poppy's climax."

Claire reached a descision. "I like being able to pass for human." Claire explained. "However the idea of fusing with poppy makes me soo hot. So can you make these changes to me first?" Claire asked picturing exactly what she wanted in her minds eye rather than clumsily trying to explain it with words.

"Your wish is my comand." with those word a warmth spread from Alexis' root spreading out through Claires body.

She could feel her insides shift and change. She was shedding everything human about herself but her outer shape. Her insides became a muscular human shaped tube that ran from her mouth to her pussy, her human organs melting into her body. She would no longer have to eat or pass waste like a vulgar human she would exist on sexual energy alone. Her now redundant anus sealed over the little pucker no longer conected to anything so it just became smooth skin. Pussy like tunnels also grew from her nipples to connect with the main passage running through her and finally Alexis shifted aswel,l taking on a much more human colouring and moving south. She was now rooted out from where Claire's clitoris used to be and when not needed she could shrink right down to hide beneath her clitoral hood.

Just as this change was finished several things happened at once. Claire and Poppy both cried out having reached climax. Claire from the changes and Poppy from her ministrations. At the same time Alexis' drove herself deep into Poppy's pussy with her fleshy pink clitoris like body.

Poppy was lost to her orgasm and bucked and rode against the fleshy appendage held within her. She cried out rubbing its slick length beneath the water not careing where it came from only about the feeling of it filling her and writhing within.

Claire concentrated through the pleasure using the sexual high and the bridge Alexis formed between their bodies to bring about changes in poppy. It was instinctive, a sort of genetic memory now she was what she was she new exactly what she needed to do.

As poppy bucked and cried out her tongue began to hang from her mouth. It swelled growing big fleshy and pink. Stretching out to impossible proportions to lick at her breasts, thighs and pussy. Soon another tongue grew out of her mouth equally large and prehensile. Followed by another and another. With each tongue that swelled from her mouth poppy's head seemed to shrink and loose defenition soon it was nothing but an opening between her soulders from which several tongues writhed and played.

Her arms where the next to change. Her Shoulders tensed and the whole length of her arms vibrated and then split into five. They melted apart seemlessly from her fingers to her shoulders and grew slimy and pink. Each of them became a serpentine clitoral tentacle.

Claire leaned forwards to kiss at one of the tongues snaking from Poppy's neck. It slithered down her throat and was soon followed by the others. She let them slide inside her, going right through to burst from her pussy at the other end. She forced her mouth, which was stretched impossibly wide, along the length of Poppy's tongues. Eventually it conected with the hole inbetween Poppy's shoulders and when she came away her mouth returned to normal size and the tongues were no longer attached to Poppy. Where the hole had been a pussy now sat nestled between her shoulders. Claire could feel Poppy's conciousness transfer to her body a little more with each appendage of hers that took root inside her body.

Next Claire guided the clitoral tentacles growing from Poppy's shoulders to one of her breasts. They slithered inside causing Claires modest breast to swell in size. Once inside, like the tentacles they took root in Claire leaving Poppy's shoulder smooth and round. Claire Guided the other shoulders clitorine tentacles to her other breast in the same way, sighing with pleasure as more of Poppy became part of her.

Claire finally started to pull the bulk of Poppy's body inside her altering her as she went. None of Poppy was wasted. Her torso and stomach Became a new internal organ connected to Claire's main vaginal passage by an internal pussy around where her stomach had been. She could use it to suck an entire person inside storing them as a kind of liquid goo that could be reformed as something else, or transformed into sexual fluids while their conciousness is drawn into Claires body to join the soon to be growing crowd there. Poppy's legs became thick cock tentacles that would shrink down when not used but stretch from any of her main oroffices to fuck things should she choose. Finally Poppy's pussy melted into Claires body along with the rest of her hips only for its delicate folds to swim back to the surface hidden away between her buttocks.

Claire purred to herself as she stepped out of the bath selecting a warm soft towel to dry herself with. She let her arms hang loose and instead grasped the towel with her two thick new cock tentacles grasped it and roamed her body carefully drying it. Although Claire could control all her new appendages with amazing ease and skill, this movement was actually a manifestation of Poppy's gratitude for her new life as part of Claire.

Unlike Alexis and Claire, Poppy's internal voice was very quiet. She would only be able to be heard when Claire was very quiet and still. However she could make her feelings understood through a strong empathetic bond and at times like now when Claire relaxed control of the appendages that used to be Poppy's body she could make her feelings known with actions too!

Finally dry and feeling very fresh Claire took control of the two tentacles drawing them back inside her pussy and quietly thanking Poppy. She found her way through the house and stepped out into the cold air. Possibilities ran through her mind. So many exciting sensations to discover out here.

When the excitement had faded away, Clarie blushed and said, "let's forget what I had just said, I don't want to be any kind of heroine, and somebody may blame me for murdering their malformed family members or friends. besides, you can not always protect me. Those creatures all have different strange power and there can be one that would be able to malform or absorb us."

"That's right. All of our kind have an urge to malform any life form we meet, including the other members of our kind. That's where your excitement came from, only a few of our sentient members can resist the lust and decide whether or not to do so." Alexis said in a warning voice.

Clarie thought of the event of escaping by her whole body going limp and squeezing through the window, a horrorified possiblity hit her mind, she asked, "you had already malformed my whole body. You choose to remain in human form for giving me a false hope of I still can choose my appearance, aren't you?"

"I think you trust me of protecting you. We remain in the human form for having a better shelter in your world, or would you want to have a monster body that would be much helpful in a battle but need to hide away from the other human?" Alexis answered in a sad voice, "I promise to remain in your human appearance in the normal time, but you should allow me to transform under the urgency in the battle. Beside, we still need to find a way helping ourselves not to dissolve the clothes. I can morphe the outfit but our body would still dissolve the real costumes or anything put into the morphed costumes' pocket."

"I'm sorry, Alexis," Clarie excused to Alexis, "and we have to walk home, or at least walk to the closest telephone and call my co-ed for a lift, as there was really had a traffic accident happened."

"If you allow me to transform further than just morphe the costumes, we could fly home," said Alexis as Clarie turned to face the remain of the van.

"Already, just fly to the closest telephone. And be aware of nobody seeing us flying," said Clarie.

"Leave it to me," said Alexis and Clarie's body began malforming. It looked like Alexis was absorbed into her body and the green colour spreaded across her body, only her head and her palms were left out. Then the green skin thicken up and changed into the texture of clothes but still had feeling. At last, the skin reshaped and changed colour to form the look of a set of white T-shirt and blue jeans and a pair of brown shoes.

Then a pair of insectoid wings appeared on her back. "Don't worry, I will find a hideaway for landing and hide the wings before go outside," said Alexis. Alexis took control and flapped the wings gently. Then, to Clarie's surprise, she found herself shot into the sky as quickly as a bullet, flew along the road swiftly and almost without any buzzing sound.

The creature leapt for Claire. She barely had time to react diving out of the way and landing hard on her shoulder as the creature sailed overhead.

She felt her body violently twist as Alexis took control flipping her round before projecting a stream of cum at the creature. It splashed the ground near its legs but the beast remained unchanged.

Claire shut her eyes to hide from what would happen next as it turned quickly back towards her. She tensed her body expecting to feel her body twist and deform but instead she felt herself ejaculate again.

The feeling was intense as Claire showered the creature with gallons of cum literally slowing its approach. Claire tentatively opened her eyes and was horrified by the sight before her.

The creature was staggering forward covered head to toe in cum. With each step the beasts body became more malformed, it was melting, its flesh becoming cum and slowly diffusing into a great pool. It let out a gurgling moan as several tentacles fell from its body before fizzling away into the pool. After a few more steps it let out a final orgasmic cry before its whole body shudder and collapsed into the pool of itself.

"That was intense" Claire declared to the night air getting up and dusting her naked body off. She stepped up to the edge of the pool and watched it bubbling away making sure her feet didn't touch any of the pearlescent liquid.

"Careful," Alexis replied, "Don't get any of this on you, i'm the only part of your body that's immune to this particular variety of cum and i'll need to process it again to make it inert"

With that Claire stretched herself down and began to feed on the pool sucking it up by the pint.

Claire felt the cum gather in her body, she could feel it become a part of her body condensing down to become a powerful source of transformative energy she could call upon. It made her feel strong and sexy and chased away the aches from her abused shoulder.

"This is amazing" Claire cried absentmindedly fondling her breasts and enjoying the rush. "I want to do this to someone else, i need more!"

Alexis chuckled in her head. "you're really getting the hang of this aren't you."

On the way home Alexis woke with a start. She felt a sudden sensation of danger and shouted to Claire, "quick, stop the car, we have to get out."

Claire slowed down the van, not fully understanding the urgency when a strong bang sounded against the side of the van and rocked it up on its wheels where it teetered dangerously.

Clarie went limp as Alexis stretched her tentacular body out of the window wrapping it round the limb of a nearby tree. She dragged them through the window, depositing them safely on the pavement moments before the van teetered the rest of the way over and crashed onto its side.

In the moonlight, Clarie could see a very hairy, multi-limbed and headless ceature standing just a few yards away from them. It had several arm tentacles on both shoulders and a pair of strong legs that looked like could run fast and jump very far. A huge pussy covered most of the front of its torso running from its chest down to its crotch.

"I can hear its thoughts." Alexa declared, "Its like us, its sentient, not a mindless sex beast, but it wants to change us, make us one of its pets before we can do the same to it."

"Oh my god" Claire shouted with fear, forgetting to internalise her thoughts for Alexis. "What do we do it looks fast i dont know if i can outrun it."

"We mustn't touch it or we might be absorbed. If you want to keep your changes under our control dont let its cum touch you either"

Claire watched with fear as the creature approached. Meanwhile Alexis swelled in size taking up most of her stomach and growing to almost two feet in length and Claire could feel cum reserves gathering in her belly. It was going to come down to who could change who first.

Claire watched in horror as the gap between her skin and the slimy green slug creature began to become less discernible. Eventually she realised it had completely fused to her, and she could feel it. The throbbing in its cock like tail, her hard hands as they compressed its squidgy flesh trying to tug the thing off her.

"Hi." Claire suddenly heard the voice crisply in her head; it wasn't her own. "I'm Alexis." it continued.

Claire was torn between fainting, screaming and trying to talk to the creature. She released her grip on it and let out a whimper before responding.

"What the Fuck are you, get off my body and out of my head!" she pleaded.

"Can't I'm afraid." came the reply. "We're attached for good now and i'm afraid there will be more changes to come. Don't worry though, you'll enjoy them everyone does eventually."

At that Claire chose option two instead. She screamed as loud as her lungs would let her and began tugging at the creature with renewed vigour. This turned out to be a mistake as she was basically masturbating and suddenly she began to feel the familiar heat and pleasure of such an act. It alarmed her and broke her from her hysteria, she was mostly shocked to feel those sensations coming from the centre of her stomach rather than her pussy.

She kept it up though rubbing her breasts with her other hand while she jerked off Alexis. Soon enough she felt the slug creature stiffen and shoot out cum in a great arc.

"You can do that again anytime!" Alexis said into her head.

Claire stood up as Alexis went limp against her belly. As she did her bra fell apart leaving her breasts exposed to the night air, it seemed the slime covering her hands and leaking from Alexis was dissolving her clothing on contact. She lifted Alexis out the way and sure enough where it had run down to her crotch her panties and trousers were dissolving too. With a sigh she removed what was left of her clothing, leaving it in the street, and got naked into the van.

*Claire drives home to explore her options while Alexis sleeps, along the way she see's a naked woman through an open curtain and Alexis stirs.

Claire hadn't been working with animal services for long. Consequently she was quite nervous when she was called out to the suburbs by a wild animal report. Apparently something big had been seen rampaging outside a neighbours home.

She had a dart gun and some heavy tranquilizers, but really in this situation she should also have some police backup, it was more than likely going to be a bear and worse came to worse they needed a real gun on hand too.

She pulled into the street and found the house, from the looks of it the owners had come home, the car was sitting in the driveway with the engine running and the lights on. There was no sign of blood that she could see though, so she supposed the owner had scared the animal away.

"Better check it out all the same." she said to herself, as she reached past the back seats to get her tranq gun from its secure case. She loaded the dart and pointing it downwards got out of her car.

She made her way over to the house and could see from where she was that the door was ajar. Suddenly nervous she called out, "Hello?" But no answer came, there weren't even any sudden illuminations from nosey neighbours windows. A creepy feeling came over Claire, sending a shiver down her spine and setting her skin crawling.

"Sod this!" she said as she turned to run back to her van.

She was stopped short by a creature in the road in front of her. Not the wild animal she had expected it was a small slug like creature. It had a puckered sphincter like mouth and eyes on stalks, but possibly the strangest thing about it was the penis shaped tail, in fact Claire could swear that the end was a dark purple just like a real penis.

Disarmed by the seemingly pathetic creature Claire bent down to get a closer look, forgetting herself and that she was supposed to be running from the potential danger from the street.

As she bent down her shirt came loose from her trousers partially revealing her stomach, the creature suddenly shot forwards at the sight of all that flesh and with incredible suction it attached itself to her belly button.

Claire screamed dropping her gun and tearing open her shirt so she could see the creature better, she tried tugging it but it was slick with a clear slimy fluid and her hands couldn't get a grip.

Suddenly...

**The creature fuses to Claire and she can hear its thoughts

As Emily returned home, pulling short of the garage so she could open the door via remote, she was startled by a sudden noise; a clattering sound coming from within the garage.

Emily lived alone and had no pets so she imediately feared the worst. She rolled up her windows hit the locks on her car and scrabbled for her mobile phone dialing the emergency services with shaking hands.

The possibilities rolled through her head as she listened to the dialing tone, "Could it be a burgler, a sex offender, or perhaps even some kind of wild animal that broke into her house?" It wasn't completely unheard of for bears to come down from the hills around here.

After two minutes of ringing repetitively Emily realized they weren't going to pick up, in the past it had only taken twenty seconds or so to get through to the emergency services. For a brief second she panicked wondering what kind of national catastrophe could take down the emergency services in a night, but then decided it was probably a problem with the phone company instead.

"Was therea burglar in her house?" she thought as she reached for the cellphone. It would be better to get some help even if it might be a false alarm. She was living alone and had not given her house's key to anyone.

Never the less, Emily had no one else to call. Cursing quietly as she stepped out of the car she crept to the boot and removed a large flashlight from it, more than big enough to kosch someone round the head if needs be.

Keeping the torch dimmed so as not to alert the possible intruder she crept slowly towards the garage door. She hadn't gone more than a few steps before she slipped. In the dark she hadn't noticed the slickness of the floor.

As she picked herself up she saw in the dim torch light that a thin almost clear/white slimy fluid had run out from under the garage door coating her driveway, whatever it was had soaked her t shirt as she fell into it and had probably gotten into the graze on her knee.

"Dammit!" she thought. "Those clumsy burglars have probably knocked over something i had stored in there." Though she couldn't think for the life of her what the fluid could be.

Even more strange was when she reached for the door and found the slime coating the handle. This fluid was much thicker too, it was white and creamy and dripped from the handle in thick globules that splattered wetly on the floor.

"Ugh bear drool!" she exclaimed quite loudly despite herself before she was startled by a strange itching sensation in her palm. Tingling waves of heat were rushing from her hand into the rest of her body and she could feel her whole temperature rising.

"What is this stuff? Am I allergic?" she wondered briefly before dizziness addled her mind turning her vision fuzzy and leaving her unable to string thoughts together. Her legs became weak and she collapsed into blissful unconsciousness on the floor.

As she lay there immobile, change wracked her body, twisting it and malforming it into highly sexual shapes. The thin clear fluid that soaked her before had already begun eating at her, clothes dissolving them so that the eyes watching from the window of her house could take in and appreciate the whole show.

The first change stole away her arms they began to writhe like tentacles as the bones within dissolved. Her hands pulsating and slowly loosing definition as they grew to a deep purple colour and expanded out into cock heads at the end of her rounding limbs. Bulges appeared in her armpits which soon resolved themselves into a set of balls for each of her two foot long phalic arms. They began dribbling pre cum and pulsating slowly as Emily moaned in her sleep.

The thin threads that were all that was left of her T shirt burst as her bust expanded. They hung there magnificent in their size before the change altered them further. The weight of them began to drag to the floor, the skin becoming loose and the nipples sealing over as they grew together into a large dangling pair of balls.

Her buttocks sealed themselves together pushing her crack outwards so that her anus sat on a strange bulge at the rear of her body, her pussy then swam through her flesh mooing up to join her anus at the back of this bulge as a small lump appeared above them.

Emily's sleeping moans seemed to reach a crescendo as the bulge suddenly shot outwards into cock tentacle at least a foot in length that spasmed and squirted all over her drive, the fluids running down the shaft to gather in her pussy and anus making them shiny and slick.

Her feminine curves seemed to smooth away as her body and neck became cylindrical; thick pulsating veins pushing out from the skin. As her body changed into the shaft of a giant cock, her breasts began to look quite natural dangling beneath her as the balls they now were.

The rippling change moving down her body finally spread to her legs. They pulsated and writhed, following the same pattern as her arms, eventually turning into cock limbs with dangling testicles.

Teeth fell from her whimpering mouth as her lips swelled outwards into a dog like muzzle. The opening sealing along the sides till it became a small pussy hole at the tip stretching vertically slightly. Her tongue migrated too becoming a clit like tentacle at the top of this new pussy. It explored her mouth seemingly autonomously, and slathered it regularly with what could have been saliva or vaginal juices permanently dripping off it and keeping her moist.

Simultaneously her ears changed too, swimming to the top of her head as her hair was shed in its wake leaving her completely bald. They changed form too, their holes becoming pussy's while the lobes became thick labia flaps that dangled down like the ears of a dog.

The watching eyes noticed a distinct jiggle to her head as it started to swell outwards eventually forming into a large breast, with her cunt ears at the top and her muzzle pushing out in place of a nipple.

Her eyes, the only unchanged part, opened as a new will or may be just a single and strong need woke up inside her body. She was going to find a human to transform.

She surveyed herself briefly in the polished sheen of her car door. She had become a dog like beast who's eyes stared out from a breast like head with a muzzle for a nipple. Her pussy mouth and ears quivered with excitement at her changed form, causing the veins on her giant cock body to pulsate and her cock tentacle tail and phallic limbs to erupt and spray cum in all directions.

Meanwhile the approving eye's watching from the window briefly decided whether to make this wonderful form part of itself or let it be to find its own way in the world.

New Slug
Unending BE - episode 464117

Alexis was on her way home.
The streets were poorly lit and they were absolutely empty. She was already close to running. Although she lived here for years, she never got used to the creepy athmosphere of these streets at night. And this night felt even more creepy. There was something menacing about them.

Alexis was a beautiful young college-student. She was quite athletic built and members of the local volley-ball team. Long blonde hair framed an angelic face. Her small breasts were the only blemish on her otherwise perfect body.

She had no chance to scream however when she was suddenly thrown to the ground by someone...or something. When she turned around to see what hit her, she saw the most grotesque thing she could imagine. A bizarre slug-thing on feminine legs was sitting on her waist. It was strong.
Alexis had no chance to sit up. She tried to push the thing away, even punching it madly but in vein. Her hands had no effect on the soft, slimy body of the monster. Slowly she noticed that her limbs began to feel numb. Was the slime somehow paralyzing her? Panic was rising when she could not move anymore.

The slime had more effects however, her clothes had begun to melt away as if hit by acid. Her skin however was not harmed. Not long and Alexis was full of fear and panic, laying naked on the ground. She could not move anymore, not even scream, her entire body was paralyzed but instead it felt strangely sensitive...and aroused. Her only hope was that somebody might see and help her. The streets were absolutely empty however and from experience she knew that not even a nuclear explosion could cause any reaction.

The slug-creature began to move. Now Alexis noticed the monster's penis for the first time. It was erect and twitching with anticipation.
It was taking on a new, obvious position. The monster was going to [censored] her and her body was working against her, too. Her pussy was wet already. Something behind Alexis fearful mind actually wanted the thing to fuck her.

The creature did not waste time and quckly pushed it's hard-on into the waiting cunt. It was humping the girl madly while its slimy slug-body caressed her torso. Alexis looked into the monsters black eyes. They were emopty. The creature was not evil, it was merely driven by a singular thought. Driven by lust and the urge to fuck. The poor girl felt how her mind was also quickly succumbing to the same urge. She knew she should be afraid but it slowly faded away. The same happened to her memories, to her personality. She knew, not long and there was nothing left except for a creature that was not unlike the one that was fucking her.

Slowly the monster's face moved closer to her own. It looked like that of a slug just with a pulsing vagina instead of a mouth. It seemd as if it wanted to kiss her. With loud sucking noises it pushed its cunt into Alexis face. But it did not stop there however. While it continued to fuck the girl, its "mouth" was expanding until it enveloped Alexis head, then her shoulders, too. More and more of Alexis was sucked into the creature.

Eventually the creature's penis left the warm cunt in the moment the monster came. It shot its cum onto the street while it raised it's head, together with Alexis while it devoured the rest of the girl.
One could see the large bulge slowly descending into the monster's belly.
It almost looked as if it was heavily pregnant.

Calmly it stood up and walked away into the dark night.

....

Alexis felt wodnerful. Her mind was now lost in a mad whirlpool of lust and arousal. Her body felt warm and very sensitive. She was surrounded by warm flesh that slowly knead her body into a new form. It felt like a massage.
However she also flelt that she was shrinking but Alexis didn't care.
She knew that she would leave this place as bizarre monster, perhaps even less. She could hardly wait.

....

One day later in an abandoned residential area.
The slug-monster's belly already had alread shrunken down to its normal size.

It was spreading its legs in an akward crouch.
Sucking noises were coming from its slimy anus. The pulsing ass-hole was suddenly parted by something. A slimy green form was emerging. More and more of the slick thing came out and suddenly fell to the ground.
The monster took a look at it's "excrement". It was a small slug-like creature. Not longer and a human's forearm and not thicker, it looked like a large sausage. The creature had no limbs at all. It's face sported a small circular mouth that resembled an anus. Above the pusling orifice was a pair of slug-eyes that moved idependantly from each other in order to observe the new surrounding. The rest of the creature's body was nothing more than a featureless slimy tube. The only exception was that the round body ended in a thick, flexible penis. It was leaking pre-cum.

Happy the larger creature noticed how the smaller one raised it's tail ivitingly. The larger one did not wait and lowered it's head in order to suck on the delicious penis...

Christine the Slug
Unending BE - episode 460221

The lifeless body of christine suddenly began to change and twist.
The girl shivered while her torso began to melt into a conish shape.
Her empty breasts fully disappeared while her arms merged into her body.
Her entire torso from the hips up became a flexible, boneless tube with her head on the top.

Quickly her head started to deform. Her hair disappeared, as well as her nose. Her mouth twisted and formed into a vertical form. It quickly transformed into a full functional and wet vagina. Her eyes became small, black dots. Suddenly they moved upwards into the air. They became similar to that of a snail, on long straight stilts.

The revived Christine looked around and stood up. Her mind was gone forever, instead there was a sexually thirsty monster in her head.
Her skin was covered in a layer of thick white slime which slowly droped to the grounp.

Suddenly her crotch began to change. Her pussylips merged together while her clit grew quickly. After a few seconds her female genitals had been replaced by a normal sized penis and suitable testicles. Her new dick slowly grew errected and her transformation was finished.

From the waist down her body looked like that of a very feminine and shaved guy or a pre-op transsexual but from the waist up she looked like a monstrous slug with a large vagina instead of a mouth.

Christine's former breasts crawled around their "mother's" feet waiting for her next actions...

*She searches for a suitable mate or victim....

Christine's Children
Unending BE - episode 458417

Christine pulled herself up, clutching the wall. Her breasts brushed up against it and she winced at the feeling of the brick scraping at her taut flesh. The pulsing and trobbing inside of her tits grew more persistant. She reached in her pockets and pulled out the keys to her store. She had to use the phone. Call somebody. Or 911.

She pushed open the door, stumbling into the storage room, knocking over boxes of fish food. The animals in her store noticed her presence and started going wild. The sound flooded her mind, and she clutched her head in pain, letting out what was intended to be a scream, but came out as only a whimpering cry.

She fell to her knees, and clutched at her massively swollen mammary glands, hard as rocks, moving on their own and... splitting?

She felt a ridge forming at her nipples that followed all the way up to where her tits met her chest. Slowly, the lines began to separate, milky white slime bubbling out of the slits, pouring between her cleavage and down her sides. She scooped up some of the cum-like goop out of her breast and looked at it... she went to scoop out more, but suddenly, large spider-like legs grappled at the sides. She flinched and jump backwards, slapping at the tops of her breasts, beating back the horrible monsters that were birthing from her mammary glands.

One of the creatures pulled free from her left one, and it sat perched on top. It was about the size that her boobs had inflated to.. about soccerball sized. It had two glassy insect eyes, a vagina for a mouth, 8 bony spider legs, and a large thorax. It was clear, containing two large testicles and tapering off into a long skinny cock.

The second little creature burst forth from her right breast. Both creatures lept off her body. Christine was stunned. She took her shakey hands and inserted her fingers into the slits on her breasts. Hollow. Like egg shells. Her eyes rolled up in her head, and with one last gurgle, cum bubbled out of her mouth and she fell lifeless onto the storeroom floor.

The two little critters buzzed at one another and...

*They used their strange cum to mutate the animals in Christine's pet store...

the fly-demon strikes
Unending BE - episode 458040

It was almost night, and Christine was locking up the store. She hated being in those dark back alleys. She walked down the dark, damp crevice between her store and a warehouse. The warehouse was large and ugly, and she hated it being next to her shop, she felt it discouraged customers seeing such a trashy place nearby.

Christine cringed as she saw a shadow dart by further down the alley. She wanted to ask who was out there, but she also didn't want to call attention to herself. She continued walking, but heard a loud buzzing sound that frightened her. She spun around, and did not expect to ever see what she now saw before her. It was a large fly demon creature, covered with massive human genitals.

Her gawking was abruptly interrupted by a splat in the face, neck and chest. She touched it. It was white and slimy. Christine took one more glance at the monster, and passed out.

The fly-demon creature that used to be 5 different girls scurried over to Christine's unconscious body. Gone were all the girls' minds, replaced with nothing more than pure instinct. The fly-demon turned around and lowered its mutant cock abdomen just above Christine's mouth. A tube erected from the tip and inserted itself down Christine's throat, and it pumped away.

Hours later, Christine woke up. I was still nighttime. She was dizzy and felt sick to her stomach. She thought she had the worst nightmare of her life, but the sticky fluids covering her shirt proved otherwise. She felt disgusted and tore off her blouse and used it to try and wipe off the substance. She looked down at her breasts. They were pushing against her black bra in a way they never have before. She could see veins on the surface where they bulged out of the cups.

Ugh, she had to find somewhere to sit down. She leaned against the warehouse wall as she walked, and noticed the door at the end was wide open. Perhaps somebody was in there that could help her.

She walked into the building, it was very dark... she felt around for a light switch. She turned it on. The first thing she did was look down at her breasts in the light. They were red, and pulsing. They pressed against her bra even harder than before. She could have sworn that she grew even more in just the last few minutes since she first looked at them. She ran her fingers across their tops. Ugh. She looked up and nearly fainted again. The whole inside of the building was covered with slimy shit. It looked like cum, or something. The place reeked.

And then she saw it. The fly-demon. She realized this must be its hive. Right next door to her shop! She screamed and ran back out the door. She ran towards her store, she had to get inside! She fumbled around in her pockets as she ran, but tripped forward, landing on her hands and knees. The fall caused her heavy breasts to snap the bra off. She scrambled to the wall, catching her breath, and grabbing at her head. She had a terrible splitting headache.

She looked down at her breasts again. They were about the size of soccerballs now. Hours earlier she was a b-cup... now she couldn't even guess. What the fuck was happening to her? She felt the surface... it was very hard, not soft at all like breasts should be. The skin felt like a rash. And then something happened even scarrier than seeing the fly demon. Her breasts moved. She could feel it happening. Something moved around inside of her breasts. She touched them again, and this time, her breasts obviously twitched, and rolled around on her chest, buzzing with excitement. She began to cry, when...

*She gives birth to mutant insects...

Birth of the Fly-Devil
Unending BE - episode 457639

Suddenly Gina/April noticed the Jillissa-creature which was still in the room.

A strange, instinctive urge moved both creatures to each other.
Gina/April liked the tiny monster, sucking it's breast while Jilissa used it's penis-tail to stroke the bigger one's penis.

Both creatures sucked, licked and stroked each other until both came and covered each other with their cum. But there was more.
Driven by instincts the Jillissa-creature crawled up the back of Gina/April which lay on it's stomach to help the tiny beast.
Jillissa moved further into the vagina on the bigger monster's back.

The transformation quickly began. Jillissa's stomach immediately fused to the outer lips of the giant cunt. Gina/April moaned, streams of saliva ran down its chin.
Jillissa was now fused to Gina/Aprils back, its six feet sticking out at the sides of the big bulge of breasts. New breasts spread and connected the bulge on the back with the many breasts on Gina/April's torso.

Jillissa's mouths merged with the clitoris, the only thing left of Gina/April's back-vagina. The organ swelled, but instead of elongating the huge clitoris became wider, it's base fusing with the breast-bulge of Jillissa. After a few seconds it had transformed into a ultra-sensitive plate on Gina/April's shoulders which resembled the chitinious back-plate of a bug.
Afterwards Jillissa's feet began to change. They stretched, becomming longer and wider but therefore they became much thinner, too.
The toes grew thinner until they were long, fragile tubes with the almost transparent skin stretched between them.
In the end Jillissa's feet had become somesort of insectoid wings.

Finally Jillissa's mind moved and fused with the mind of Gina/April, changing into something beasty, agressive and absolutely horny.
The Gina/April's former body began to further transform.

Its head's, Gina's former hair began to change. It became shorter, black and curly. It became public hair which quickly spread over almost the entire body, only leaving breasts and genitals smooth and hairless.
Even the face was covered with hair but it didn't matter. The creature's still human mouth began to stretch and morph. Within seconds it fused with the nose, creating a vertical slit. It became a big vagina with huge, swollen lips that hung almost one inch below the chin.
A long, unhuman tongue crawled out of the monster's new slimy mouth, licking the highly sensitive lips which caused the entire creature to shiver from pleasure.

Then the giant penis between its hindlegs began to move. The organ that had once been April turned around and moved up the ass until it could connect to the creature's spine, forming a thick, fleshy tail. Two big bulges grew on its shoulder, partly under it's clitoris-shoulder-plate. They grew until they the looked like two half basketballs. Though not really recognizeable as such, they were testicles, made to produce enough semen for the huge tail-cock.
Meanwhile the smooth skin where the tail-cock had been a few minutes ago, began to stretch. Suddenly a bunch of five five tentacles burst out of the skin. Each of them was a prehensible penis.

A new creature was born. A six-winged monster. A sexual predator which would later be known as the Fly-Devil.

The devil was driven by lust. Almost every opening of it's body was permanentaly losing milk, cum or other fluids.
It quickly jumped to the window. It broke the glass and crawled through the opening.
Qith a loud humming-sound it jumped ino the air and flew into a new world with uncountable preys...

*The fly-devil searchs for victims to fuck...

April and Gina merge into one creature
Unending BE - episode 456008

Gina, frantically tried to wake up her friend, April. April's twin sister Penelope was just absorbed into a hideous creature, and she didn't want them to share the same fate. Unfortunately, April was already covered in semen from the monster and the changes began quickly.

April's eyes flew open, and Gina felt releaved. Until April quickly thrust her hands up Gina's shirt and started pulling on Gina's breasts. Gina freaked and pulled away, but April's hands seemed to be connected somehow. She screamed and April looked her friend in the eye and whispered 'help me.'

Just then, her nose, mouth, and tear ducts started oozing thick white cum. Gina screamed even louder as April's eyes roll back in her head, and her whole head started to swell, then split from the top. From out of her splitting cranium, a gigantic rock hard cock started pushing through, sputtering ropes of cum, everywhere. The former April's breasts swelled up and ripped away her shirt, the nipples themselves were turning into cocks as well.

Gine cried, punching the monster in the chest, trying to get her away, but since they were connected under her shirt, she couldn't break free. Cum from the nipples landed on Gina's face, and soon she found herself morphing as well. Her body expanded, ripping off her clothes. Breasts swelled all over the front of her torso, and down the arms of the former April, and all along the bottom of the gigantic April cock.

Gina's back bulged out, and the spine caved in, forming an enormous pussy that a full grown man could probably sit in. She moaned from the pleasure, and tried to stroke the April cock, that was now attached where her pussy used to be, but she couldn't, because her arms and legs began to split in half. Soon, she had 8 limbs all together that resembled spider's legs. Her head started to ache, and her eyes grew beyond their sockets, until they resembles large insect eyes.

The Gina/April monster groaned and spat cum all over the room, and then scurried out quickly to find somebody to transform.

*Something Else