This is my entry for the Halloween Story Contest. I wanted to write in many more cohesive transformations, but didn't have the time. This is my first complete story, so any and all comments are welcomed and appreciated.

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Chapter One

Slap. Slap. Slap. Slap. Heather thrust into her lover’s womb with wild abandon, the rhythmic smacking of her pelvis against the other’s buttocks resonating throughout the facility all the while. The doctor grunted with each breath. She was close. So, so close. One of her hands weaved its way through the girl’s brunette hair, tugging the strands back like one would to rein in an unruly mare. The other dug into her curvaceous hips for dear life as the shemale quickened her already aggressive pace.

“Oh fuck!” Heather gasped, followed by another stream of pre-cum leaking from her cock. It begged for release with each spurt, wanting to cum, needing to cum. Ignoring this urge throughout the day was difficult enough. Seeing Olivia’s ass pressed against a skimpy pencil skirt, which now rested in a clump between her spread ankles, had nearly driven her mad. Not that it mattered now.

“I-Im almost there!” Heather said.

“Don’t stop!” Olivia urged on. Her hips rocked back and forth against Heather like a ship stranded on stormy waters. Judging by the trickle of fluid running down the back of her leg, she was just as close, if not closer. “Just like that, baby!”

Heather gazed upon her intern’s body with hungry eyes. And what a body it was. Tanned skin smoother than butter, plump in all the right places, and, of course, a tight, shaven slit just begging for a pounding. Full and heavy, even her breasts were molded to perfection. All three of them. With how tough the trio of pierced nipples had become, Heather wouldn’t be surprised to see scratch marks on the steel tabletop propped beneath the girl’s chest.

“I’m go-gonna c-c-cummmm!” Olivia exclaimed. Finally, the dam had broken. Knees buckling, the horny intern’s pussy tightened around her boss’s cock and squirted over its length, the scent of her arousal wafting under Heather’s nose like that from a pie on a windowsill. She inhaled it greedily. It was not an unfamiliar stench in their profession; still, it never failed to push her over the edge.

“Oh gods, me too!” groaned the doctor as the first jet of cum shot out of her tip. Then another. And another. Pulled tight against her underside, Heather’s balls emptied their load into Olivia’s pussy, their fluids intermixing into a perverse concoction that dripped onto the tiled floor. The two kept at it, neither showing signs of stopping or slowing down. Why would they? Each second of orgasm was to be savored, relished, enjoyed like it was the last they would ever share. As humans, anyway.

With one final, triumphant thrust, Heather unsheathed from the girl’s cunt, her still hardened cock followed by a torrent of ejaculate waterfalling over Olivia’s nether lips. She gazed with pride and perversion upon her work. The poor girl could barely stand, legs still trembling under the intense waves of orgasmic pleasure, only her grip on the table keeping her upright. Globs of her boss’s milky white cum oozed from her slit. Thank the gods for birth control, Heather thought. Though all things considered, the consequences of a knocked up intern paled in comparison to what the pair planned to do next.

“T-that was amazing doctor…” Olivia murmured.

Heather smiled. “It sure was, my dear.” she replied, giving her protege’s ass a slap. “Though I hope you’re not too tired already, sweetie. We still have much to do.”

Olivia scoffed. “No, of course not!” the intern said, insulted at the mere suggestion of giving up now. She turned. “I’ve been waiting ages to do this!”

Heather stared at her intern’s three breasts, the stocky mounds of flesh jiggling enticingly with each and every movement, a mating dance of sorts. The sight alone tempted her to dive in for round two. But she resisted; the plan had to come first. Too much time, too many sacrifices had been made to throw it all away on all-night sexcapade. That would come later. She sauntered across the laboratory with purpose, her long, flaccid cock swinging like a pendulum as she took each step, until stopping in front of a machine welded into the room’s wall. Evaporator, its label read. Large and metallic, the equipment’s base opened into a doored enclosure occupied by a single drum, which was filled to the brim with gods know what. A stack ran from the contraption’s steel frame to the ceiling.

“Have the preparations been made?” she asked her subordinate. The doctor’s eyes scanned over the unit’s control panel, looking for the slightest error amongst the series of flashing lights and gadgets. Originally, the machine’s purpose was to dispose of alchemical wastes without disrupting the surrounding environment. How ironic that, with a few tinkers and adjustments, it would do the exact opposite.

Olivia nodded. “Yes ma’am. The filters and fan are deactivated, as are the overexposure alarms. Winds should be headed toward town the entire night.” Sometimes Heather had to remind herself that the intern had smarts to match her looks. An easy mistake to make. Sneaking behind her, the girl wrapped around Heather’s waist, fondling her more modest bust with eagerness. “Come on, let’s do it already! I can’t wait much longer!”

Heather giggled; Olivia’s excitement was too cute. What an amazing apprentice she had made. And lover! Soon, she would be even more than that. “Of course, dear,” she said, much to her intern’s delight. She laid her hand upon a glowing red button at the center of the panel. “Are you sure this is what you want?” she asked. But she already knew the answer to that. They both did.

“Gods yes!” Olivia exclaimed.

A wicked grin crept on Heather’s face. “As you wish.” she said while pressing down on the button. ERRRRR! ERRRRR! Screeching sirens sounded as the machine whirred to life, the doors to its enclosure closing and sealing shut around the drum. For a moment, nothing happened. But the two professionals knew exactly what to look for. The effects were subtle at first. A few bubbles here, a wisp of smoke there. But before long, the enclosure was clouded with vapors evaporating from the chemical’s boiling surface. These were then drawn upwards into the stack and, from there, funneled into the clear night sky.

“How long will it take?” Olivia asked.

Heather mulled the question over like a fine wine. “About a day, maybe less. Just in time for Demon’s Eve.” She paused as a devious thought came to mind. “Maybe by then we’ll have some more friends to play with?”

Olivia’s toothy smile split her face in two. Dripping with newborn arousal, her pussy was equally as enthused. “Oh please, doctor, can we change now?” she begged. Two fingers slid into her snatch, rubbing against the swollen clitoris like her life depended on it. “I’m so horny I can barely think!”

Heather didn’t answer, but her amused laughter was enough. Once again she made a trip around the laboratory, this time to a cabinet full of miscellaneous dishes, flasks, and pipettes used to create the sex-crazed creatures, er, loyal customers she would see around town. A population sure to flourish after tonight. The doctor reached into the cluttered mess, pushing glassware aside haphazardly before grasping a small, corked vial. White and viscous, its contents sloshed to and fro with each step.

This time it was Heather who wrapped her arms around the nude girl. “I’m gonna miss this body sooo much, baby,” the doctor whispered in the younger’s ear, nibbling seductively on her earlobe. It was partially true. But the other, stronger part of her wanted nothing more than for the girl’s flesh to warp and corrupt into her wildest desires. Any alchemist’s dream, really.

Without warning, Olivia pressed her lips against Heather’s own, their tongues meeting and dancing around each other like dueling snakes within the shared confine of their mouths. The doctor groaned at the taste of her cherry lipstick. Her favorite. The shemale’s cock remained wedged between their sweaty, kissing bodies, its tip firing globs of pre-cum onto the underside of their busts as it achieved full mast. 

Olivia broke their kiss, her emerald eyes shooting Heather a lusty gaze sharp enough to pierce the thickest of resolves. “I bet you’ll like my new body even more,” she said. Turning and bending, the girl gyrated her plump ass against her boss’s rod like a seasoned stripper on a Saturday night. “Mount me, stud!” 

Heather didn’t need asked twice. She gripped the girl’s waist, steadying herself while sliding into her favorite co-worker for the final time. But no sex was to be had; not yet at least.

Pop! The vial’s cork sprung free with a flick of Heather’s thumb, who then held the potion above them, their futures literally hanging in the balance.

“No turning back now,” Heather warned. Or maybe encouraged?

Olivia licked her lips. “Like I would ever!”

That was all the confirmation Heather needed. She dumped the potion onto their bodies, making sure to utilize every drop of the substance that the vial could spare. The effects were immediate. The tingles, most called them. Slang for the sweeping sensation of change, of sexual awakening, of the peak of ecstasy. Both being transformees, Olivia and Heather were well acquainted with the feeling. But gods, not on this scale.

Heather grunted as her body buzzed from head to toe. One flat and unimpressive, her ass began to inflate past the point of normalcy as if connected to a bicycle pump. “Oh, yes!” Heather groaned. “I’ve always wanted an ass like yours!” But it swiftly grew beyond that. The cheeks, increasingly large and fatty by the second, were soon similar to those of a horse, at least in size. Her asshole shared the effects as well. The wrinkled ring puffed out, widening and blackening until poking out between her buttocks. Only Olivia’s mass could counterbalance the absurd weight of Heather’s equine behind.

Speaking of whom. The intern’s changes, while focused on the same bodily regions, were a stark contrast to her boss’s. Her legs were the first to go. Each limb receded into itself, toes, feet, ankles, and all, until she was suspended completely off the ground. Like liquid through a straw, the legs continued to shrink away into nothingness. Well, not quite. Heather, always the observant alchemist, correlated the loss of Olivia’s shrinkage to her own growth. The doctor cackled as she came to a realization; she was absorbing the other’s mass! Her own legs and calves pulsed, rippled, then burst out into considerably bulky muscle that would be at home in a bodybuilding competition. All thanks to Olivia’s forfeiture. Just in time, too; she would need the boost in strength to support her new “assets”.

“Enjoy the gifts, doctor,” Olivia said with a wink. “I won’t be needing them anymore!” Still swallowing Heather’s shaft, her pussy wound tight and collapsed around its girthy length until becoming one with it, leaving the girl without genitals she could call her own. Her ass followed the same pattern. It melted back against the doctor’s crotch, sacrificing itself for the ultimate form. Only a legless, assless Olivia prevailed. Though despite the lack of sex organs, her arousal heightened. “Gods, this feels amazing!!” she shrieked.

The girl soon found out why. Previously the pride of her figure, Olivia’s triad of breasts slid down her chest like jello on a plate, crossing her belly before arriving at their shared groin. Still present was Heather’s ballsack. Pressing together, the two sets merged into one, the nipples and areolas of the former relenting to the saggy skin of the latter. Both the sack and testes within grew. And grew. And grew. Soon, the basketballs that were Heather’s testicles swung low at knee level, both churning seed inside the loose sack of skin. A third nut was wedged between the other two, one last bastion to Olivia’s third tit.

Heather snickered. “Giving me a new ballsack, huh? Well, I could use more cuuuuuuum!” she howled, caught off guard by the conjoinment of their nervous systems. This was it. This is what they had waited for, prepared for, discussed for ages. It wasn’t just about change for them, or sexual gratification. No, it was about the joining of souls, the merging of lives into one unit. And, as Heather felt her lover throb, she knew they had made the right choice. The only choice. While the doctor could sense every stiff inch of Olivia’s form, the intern could not say the same. Though, in time, her body would surely produce enough pleasure to last.

Topping off Heather’s monstrous lower half, the toes on each foot squished together into three clawed digits, while the feet themselves nearly tripled in length. Her still human torso looked completely out of place. “Yesss!!” the doctor screamed. “Make me a freak!!” The changes, the pleasureable, overwhelming changes began anew in her chest, where Heather’s petite breasts faded away, along with any remaining sense of femininity she still had. Even the nipples had fallen victim. She paid no mind to it. Could she really call herself a woman anymore? A human? Even with just a cock, the line had been blurred at best. Now, there would be no doubt. She, or rather he, would be the proud owner of the finest penis in town, all thanks to a curiously kinky intern. Why not embrace the new identity?

“Please, doctor, m-master, rub me!!” wailed Olivia. Heather looked down upon his bodymate. The girl’s transformation was progressing remarkably well; her arms, present a moment ago, had dwindled away to stubs, while her triad of tits were no more. But something else caught the doctor’s eyes. Running through the girl’s belly and chest were veins. Thick ones at that. It didn’t take a professional like himself to realize the source of the girl’s bliss.

“Of course, my little cock,” Heather purred. His arms grabbed hold of her torso, stroking the skin back and forth lovingly as he had done to himself countless times. The girl’s body felt cylindrical, almost like her flesh had circled around itself into a pole. Such a good penis she would be. So stiff, so sensitive. All that was left was her pretty little face, and that too would be taken away before long.

“Glugh!” Olivia sputtered as a fresh glob of pre-cum escaped her lips. The taste was absolutely divine. Tongue lashing out, she sucked every drop of the elixir off her lips while she still could. Just the action itself was orgasmic. “M-make me a man!” Olivia said. “Make me a dick!” At those words, her beautiful brunette hair fell out of her scalp in stands, then clumps, leaving her head bare. Next was her skin. To Olivia’s shock, its surface did not reflect the normal engorged red of a penis, instead darkening into a pitch black. “What -”

“Shhhh. Just a little surprise for you, my dear,” Heather said. Oddly enough, his own black locks had blown away as well. Not that he cared. Some men looked better with shaved heads, right? Bending forward at an angle, his torso began to lengthen and thicken, losing bone structure all while rounding out. Like Olivia’s, his arms shortened to the elbows, then to the pits as they too disappeared, much to the cockgirl’s extreme displeasure at losing a pair of loving hands to jack her off. What remained was even stranger by comparison than his horse’s ass. Perched on a thick, armless, multi-foot long tube of flesh was Heather’s beaming face. It was the only lasting landmark of his humanity.

“I feel so hotttt,” said the doctor. He thrashed his torso tube throughout the air, enjoying a new sense of flexibility unhindered by bone as his transformation concluded itself. First were his eyes. The blue orbs closed themselves prior to sealing away, the skin of his eyelids becoming one with the rest. His ears and nose followed suit, leaving Heather’s face a blank slate, save his mouth. It expanded up and outwards, dominating his former facial features until none were left. And just like that, Heather’s transition was complete. What was previously a shemale doctor was now….someone, something completely different. To put it simply, he was a worm on a horse’s ass and obscenely muscular legs, a creation only an alchemist could imagine.

Heather bent down, the worm-like creature facing its transforming cock face-to-face. “Mmm, you feel so close!” he observed. His massive tongue lapped over Olivia’s cheeks, then pushed into her mouth in one last demented kiss. They both shuddered under the newfound sensitivity. “Does it feel good to be a dick?”

“Uhghghghh.” Olivia could barely vocalize, let alone form words; the flow of precum was too strong, too delightful. She, he, it wanted more. Much more. It was so hard, so desperate to expel the cum that churned in its oversized balls. To fulfill its purpose as a cock as master intended.

The big-lipped monster smiled. “Let’s finish you off,” he said. With that, Heather slurped Olivia-cock into his mouth, sucking its veiny, stiffened length in earnest. Olivia vomited spurt after spurt of precum down his throat as it’s face began to change. Similar to its owner’s, it smoothed over until leaving the mouth, losing all sense of sight and hearing that Heather still retained. Like it mattered. Cocks don’t see. Cocks don’t hear. Cocks only cum and piss, and that’s exactly what Olivia would do!

Its mouth shifted into the center, rotating and pursing into a vertical slit devoid of teeth and tongue. A brand new urethra. The remnants of her once girlish face stretched like putty into a prominent geometric shape, one that Olivia would recognize if not so brainwashed by the semen rushing up its length. But cocks like it wasted no time on thought. All that mattered was ejaculation, and the mind-breaking euphoria it brought. It was happy, content spending the rest of its life as a dick.

Heather resumed blowing his lover turned horsecock, his fat lips hugging the edges of its spaded head before plunging down the shaft. He could feel it. The throbbing of his intern, the sloshing of cum in his balls, even the tingling of his prominent anus as it stuck out like a sore thumb from within his ass. The sensations of peak masculinity were powerful enough. Seeing her intern morph into a dick, however, was too much.

“Mmmmmmph!” Heather screamed into his cock as thick ropes of cum shot down his throat. He gulped the gooey load down, relishing in the warmth that traveled down his tube-like body. Just as quickly as he could swallow, Olivia-cock would send another glob his way, performing its duties to the letter as their shared climax rolled on, cementing their singular, freakish identify forever. An existence they wanted to share with everybody.

With a wet slop, Heather pulled away from his permanently erect penis, a thin gloss of cum spread over his lips. “Gods, that’s the hardest I’ve ever cum!” he said to no one. It was difficult to remember that his intern was no more, no longer there to respond. Though was she really gone? It was true that she could never act as a human again, let alone think as one. But deep inside, Heather knew that Olivia was present in some way or another. Maybe as a sex-fueled penis rather than a girl, but still.

One freakish foot after the other, Heather waddled his way towards the door. He had to be careful; walking with such an immense ballsack between his legs was easier said than done. I wonder, he thought, both concerned and amused, Can i even fit through the door frame? Flexing his torso, Heather looked upon his enormous backside to answer that question and found something else instead. Positioned above his asshole was a horse’s tail, the blonde hairs serving as a reminder of Olivia’s existence. The appendage swung from cheek to cheek at Heather’s command. He smirked. “Best Demon’s Eve present ever, sweetheart” Heather said.

The creature shoved his way through the door, venturing out into the crisp, autumn night with sex and transformation on its mind, Olivia eternally in tow. They would need to wait, but hopefully not for long. The fun would begin soon enough.

Chapter Two

Natalie thrust the phallic toy deep into herself, its rigid surface rubbing oh so wonderfully against the moist folds of her pussy. She moaned under her breath. In, out, in, out, in, out, in, out. Like a well-lubricated machine, the girl’s arm pistoned the rubber dildo into her cunt again and again, bringing herself closer to a much desired climax.

“Oh gods, yes!” the girl gasped as a love stain began to form on the silk comforter beneath her lithe, naked body. Usually Natalie would need nearly an hour of clit play and pornography to get so worked up. Not today, however. Today, it was like someone left the faucet running in her pants since early afternoon. Resisting the urge to masturbate in the school bathroom had taken considerable effort. Thankfully, she made it home without issue, spare a moist pair of panties. The garment had been practically torn away from her figure along with the rest of her clothes the second she entered her room.

“Fuck me, baby!” Natalie begged aloud to no one. “Mmm, give it to me!” She was imagining the star quarterback of the football team lunged over her, cock buried deep in her cunt as her hands ran over his muscled frame. A fantasy she frequented often. But that wasn’t all. Natalie also pictured the cute substitute math teacher’s penis hardening within her mouth as she sucked its length, his balls sitting perfectly on her sweaty forehead, while two more dicks slapped against her tits. Cock, cock, cock; it was all she could think of! What’s gotten into me today, she wondered, but continued anyway. She was too busy enjoying the role of a kinky slut to stop.

Within minutes, Natalie found herself on the brink of orgasm. Her pussy, no, her entire body tingled pleasantly with each push of the dildo as if enveloped in a sexual trance. Even her tits were awash with the foreign sensation. She tweaked a hardened nipple and immediately pulled away out of surprise. It felt so sensitive, so hot! Almost like...

“Ahhhh!” moaned the girl as she finally reached her peak. Bucking her hips like a trained whore, Natalie rode the waves of orgasm for as long as she could hang on, wishing desperately that she was cuming around a real, masculine cock instead of some sex toy. Oh, well; beggars can’t be choosers. And how she begged. Flashes of classmates filling her up with dick made her climax all the more enjoyable. By now, the dildo was covered in a nice sheen of female juices, the same that continued to pool beneath her crotch.

But something felt wrong amongst all this right. Natalie arched her neck, gazing upon her tits; they were throbbing almost painfully with each orgasmic pulse. Besides being stiff, the nipples had also begun to swell, to...grow? That’s certainly what it looked like. Stretching outwards, they quivered independently of one another while the tips rounded out, their coloration darkening into an aggressive red shade. Just the slightest breeze against the nubs forced Natalie to gasp despite herself.

The girl felt her breasts change as well. The impressive mounds defied logic and folded upon themselves below the thickened “nipples”, thin creases of skin appearing as a result. Each spread apart and bubbled over with clear fluid. The same, she realized, that was squirting out of her pussy. By now, the areolas had shrank away to nothing.

“W-what the fuck?!” Natalie said, gritting her teeth through the orgasm that refused to end. Her mind teetered between shock and euphoria, unsure of which side to answer.  She could only look on as the divides on her breasts expanded like an earthquake parting the earth. Natalie anticipated blood, muscle, something akin to the normal anatomy of a breast. But what she saw next trumped these expectations. Situated on each breast was a tight cavern of pink, puffy lips. Pussies. Running over with Natalie’s cum, the two cunts were crowned by former nipples that she now recognized as clits. Enlarged ones at that.

Panic gripped poor Natalie’s heart. She was transforming, that much was clear. But how? Did someone poison her? Or maybe an avatar hexed her from the shadows? Did it even matter? For the time being, she devoted all of her remaining willpower to resist finger-fucking her slick bust.

“O-oh gods…” Natalie groaned as lumps began to rise from her flesh, two under her altered breasts and another pair out from her sides, the latter extending outwards inch by inch, then foot by foot as they filled out with bone. Arms, Natalie thought correctly. Indeed, the ends of each new limb widened into palms, which then branch off into five digits identical to those on her original set. Curiously, the girl bent and flexed the fingers. They were authentic, all right. And, to Natalie’s shameful excitement, so were the blossoming bubbles on her chest.

Natalie tossed and turned within the transformation’s overwhelming grip. Her mind screamed to resist, to hold off the changes until help could arrive. But her body disagreed. Every tingle, every spark of pleasure across Natalie’s breasts was another plead to relent to her fate, to become the slut she was always destined to be. It was impossible to ignore. And, as two more cunts opened up on her freshly developed tits, Natalie knew her mind would ultimately lose. So why not give in now? Why fight it? She should be blessing these changes, after all; now her erotic figure was fully equipped to pleasure itself infinitely! And that’s exactly what she did. Raising her arms, Natalie plunged the extra fingers deep into each of her four aching breast cunts, fingering the folds with little concern for her fate.

“Mmmmm,” hummed the girl, finally relenting to her innermost, perverse desires. “M-more, please, more!” Her wish was granted. The mysterious energy raced to her backside like static electricity, tingling around the transformee’s tight, virgin anus. She smiled wickedly. Anal had always been a big no-no for her, but then again, she wasn’t the same girl anymore, was she? No, she was a mutant whore, and good mutant whores utilized every available orifice for a fucking.

Natalie rolled onto her stomach, pulling one arm free to wield the dildo like the most precious item in her possession. Considering the situation, it may very well have been. She pressed its tip against her throbbing anus. Leaking with clear fluid, the sphincter was more than ready for penetration. Perfect. Without hesitation, Natalie shoved the toy into her ass, grunting as it traveled deeper and deeper until just its base stuck out. Not bad for a beginner.

“Oh, fuck yes!!” the slut exclaimed. As her ass gradually tightened around the dildo, Natalie’s imagination drifted away into yet another demented fantasy, one where she was just as much a toy as the one lodged in her asshole. Screw the quarterback; Natalie wanted to take on the entire football team! She’d be their personal slave, serving no other purpose than to drain their balls and collect their cum inside her multiple pussies, being passed around the locker room like a piece of meat until every boy had their fill. Even her asshole, which by now looked closer to a vagina than an anus, would be available and willing. Oh, yes. She’d be the perfect whore.

Small knots of muscle appeared on her neck as the transformation began anew, making a ring under the girl’s head like a natural pearl necklace. Her brow furrowed; these changes felt different than the rest. The bumps forced their way out in all directions, bringing with them flexible, fleshy tubes that Natalie was delighted to discover were prehensile. No, these were definitely not pussies. They felt just as sensitive, albeit in a different way. Whereas her pussies ached, the foot-long tentacles surrounding her head throbbed, pulsed, beat in sync with her heart. The tips of each swelled into a reddened mushroom while veins raced along their lengths. Natalie couldn’t help but laugh as the tentacles completed their genesis, turning into what she had been dreaming about all day long. Now she truly was built to fuck herself.

Dripping with male pre-cum, the eight tentacle cocks snaked back and forth in an attempt to find something, anything to cum in. A few buried their way into Natalie’s breast pussies; others were grasped by the slut’s extra arms, which immediately went to work milking their lengths. Just one more remained unattended to. Maneuvering it at will, Natalie pressed the penis against her lips.

“I really could use a blowjob!” the girl giggled, out of her mind with arousal. She gave its tip a kiss before sucking its length into her mouth.

Now Natalie was no prude, not even before her corruption. No, she’d given a few blowjobs in the past, and, while not physically pleasurable for her, it did provide a sense of accomplishment at making her partner cum. This was different, completely incomparable. Being on both the giving and receiving end was the equivalent of sexual euphoria for Natalie, especially when compounded with the simultaneous handjobs and fuckings her body was able to perform on itself. She was like a one-girl orgy!

Suck, fuck, suck, fuck, suck, fuck. Nothing else mattered to Natalie anymore, not her life, friends, family, or humanity. She was a sexual freak, a creature designed to sustain itself and others indefinitely through multiple, endless climaxes. That was her purpose. That was her life. And as Natalie sensed her abundant number of sex organs preparing to cum, she knew she wouldn’t want it any other way.

“I’m cumming!!!!” Natalie screamed, spitting out the cock just as it fired its hot, sticky load onto her face. A chain reaction of orgasms followed suit. First, it was one of the tentacles in her hand. Then a breast pussy, accompanied by the prehensile penis within its confines. One by one Natalie’s organs fired until her entire being convulsed under the combined sensations. Mind completely snapped, she struggled to remain conscious amongst it all. Cum of both genders covered the whore’s body, her bed, the walls, the carpet, nearly everything in sight. The room reeked of more sex than a brothel could claim.

Driven insane by lust, Natalie barely registered that the transformation was still rolling on. Lucky her. Her neck, already equipped with fleshy cocks, was not yet complete, as evidenced by thick veins branching down its length to where it met the collarbone. Pink, fleshy lips sprouted around this junction. Yet another pussy, this one filled with Natalie’s neck. But the greatest change of all occurred internally, where Natalie’s nervous system literally severed in two; it wasn’t a painful process, at least physically. Mentally, however, the girl was crushed upon realization that she couldn’t feel or move her body below the neck, pussies and all, like some extreme form of paraplegic. Only Natalie’s cock tentacles responded to her commands.

The girl’s head was the last to go. Like a balloon, her skull deflated onto itself, mass seemingly dissolving into thin air until the space above her cock tentactles was left unoccupied. The vacancy was swiftly filled, however, by a thin, flexible tendril that arose from the center of the penises. Perched atop its length was a single human eye. Natalie’s eye. The green pupil studied the room, proud of the mess it created.

And thus, Natalie’s journey to corruption was complete. But being paralyzed from the neck down would certainly complicate things for her; how could she fuck herself? Or seek out mates that would? At least she could still flex her cock tentacles as she pleased.

Fortunately, her quandary resolved itself. Natalie saw a pair of arms rise up out of the corner of her eye, grasping her at the base of her neck before ripping it from the newest pussy. She cringed, expecting pain. But looking down, Natalie finally understood the scope of her transformation. She wasn’t paralyzed in the slightest. Instead, her head and body were now two separate organisms. It had developed a mind of its own! Primitive and sex-driven, just like hers. Now a penis, her neck allowed the two to conjoin at the shoulders if needed. Quite the tandem they would make.

The creature that was her body set Natalie down onto the carpet, the latter’s cock tentacles dripping another batch of pre-cum into its fibers. If she had a mouth, the girl (boy?) would certainly be begging for another fuck. Natalie even had a perfect vantage point of its ass-cunt that used to be his for such a short time. The cock-squid wasn’t upset at the loss, though. Far from it. He loved his new penises, and was eager to explore the unfamiliar territory of masculinity. Natalie supposed he’d need to change his sexual fantasies to match the gender change; the football team probably wouldn’t be enthusiastic about a cock creature like himself. Maybe the volleyball team would be more receptive to the idea?

Without warning, the cock-squid was lifted off the ground by the feminine body and cradled against its bosom. The two snuggled together, Natalie’s cocks already serpentining around the other’s four breasts in an attempt to engage in another round of sex. Neither could speak, think intelligently, nor really communicate whatsoever beyond touching. They didn’t need to, either. Both shared the same goal in the end; to fuck each other and anyone else as much as possible!

Chapter Three

Brittney had never liked girls; at least, not in a romantic sense. Sure, she’d been curious before. Who hasn’t? Even shared a kiss with a drunken classmate at a birthday party, though was too blacked out to recall. But being senior captain of the cheer squad carried certain...expectations. Anything outside dating a star athlete or two and fucking the usual suspects would bring unwanted scrutiny towards her precious reputation. She’d be the first to say as such. So in context, the fact that Brittney found herself kneeling on the tiled bathroom floor, eating out her best friend during the biggest dance of the year while fingering  her own wet pussy was that much stranger. But after all, anything goes on Demon’s Eve.

The cheerleader felt a hand run through her streaks of fire-red hair. “Gods, eat faster already!” Nicole  whined, legs spread invitingly, “If you ever want me to return the favor.” Brittney looked up at her teammate, her lover. What was it about her tonight? Was it her cheer costume, the way that the long-sleeved shirt pressed so tightly against her tits? Or the daringly skimpy skirt barely concealing her pantiless crotch? A choice of sultry perfume, perhaps? Worse yet, maybe some scumbag slipped something in her fruit punch in the hopes of getting lucky. Yes, it had to be something, Brittney was sure of it. She was no slut, and certainly not a lesbian.

On the other hand, neither Brittney nor Nicole could deny the tension between them that blossomed the second they hit the dance floor. It started with some grinding, a bit of touching here and there. Just something to tease the boys. Five minutes later the two girls were practically dry humping chest to chest, hands cupped around each other’s asses and lips struggling to contain their curious tongues. For the entire school to see, for fuck’s sake! Though Brittney wasn’t concerned, even if her reputation was in the gutters. No, she was too horny to care. She’d just wish Nicole would cum already so she could have her turn.

“Mmmm,” Brittney replied, her words muffled by...well, muff. Beads of pussy juice trickled down her chin. Gods, the smell of it was intoxicating. The taste wasn’t half bad, either. Why hadn’t she tried this before? It was fantastic! She giggled as Nicole’s thighs began to spasm, a sure sign of an impending climax.

“Oh fuck, oh fuck, oh fuuuuck!” Nicole cried out. Her cunt erupted over Brittney’s face, pungent waves of feminine cum clinging to the girl’s layer of makeup and mascara, ruining hours of work in the process. But Brittney paid no mind. She derived a certain satisfaction in making her friend cum so hard, knowing that her skills had brought Nicole a great deal of pleasure. Even it it was in a bathroom stall. At this point in her life, she knew a thing or two about sucking a good dick. Though who could have guessed that those oral skills would apply to pussy as well?

Brittney titled her head, expecting her friend to be wearing an expression of resignation or relief after such a sudden orgasm. But there was neither. Instead, Brittney saw something that made her think twice about getting her services reciprocated.

There was no other way to put it; Nicole’s pleasant face was changing, shifting. Stretching outwards, her upper and lower jaw lengthened with unsettling cracks of bone and flesh, the jawline becoming well-defined, more masculine than anything. Her button nose, meanwhile, lost all definition. It sank into Nicole’s expanding muzzle, leaving only two bumped nostrils in its wake. Her cheekbones poked prominently through the skin.

“Yesssss!” the transforming girl roared. Her head, which was rapidly shedding its once cute pixie cut, transitioned into a terrifyingly reptilian shape, the structure of which mirrored that of most lizards one could see at the zoo. Topped with slitted pupils, even Nicole’s eyes had settled onto the sides of her new maw. Small, studded horns broke through Nicole’s now barren scalp and lined its perimeter; a bestial crown of sorts for the shifting human.

Frozen in place, Brittney looked on as Nicole warped into something inhuman. Her body was still normal, for now. The same could not be said for her skull. It was clearly that of a lizard, down to the green hue that was slowly spreading throughout her skin. A bizarre juxtaposition.

Nicole snarled at her friend, flashing a set of sharpened teeth trademark of any predatory animal. She was evidently enjoying her form, both physically and mentally. “Eat, bitch!” the lizard girl directed. She spread her vagina, its folds still dripping with need.

If Brittney had any wits about her, she would have escaped the stall minutes ago, sought out a teacher, called the police, did something other than let her mouth hang open stupidly while watching the transformation commence. But, for reasons still unclear, tonight was different. Tonight, Brittney had made out with her best friend. Ate her out. Swallowed her cum. Licked her clean. And the cheerleader had loved every second of it, so much so that her own pussy had leaked all the while. But seeing Nicole’s face morph into such a monstrosity was the biggest turn on she had the entire night. Maybe she’d be lucky enough to undergo an evolution of her own. Plus, she’d never fucked a lizard before.

Brittney leaned into her friend’s cunt and pushed her tongue into the crevice once more. The act felt different this time. Better. Much better. Her mouth, no, her entire face felt alive with energy. Each brush against her skin was a jolt of electricity through both her bones and loins. Oh yes, Brittney thought, I’m changing too! Indeed she was. Like Nicole’s, Brittney’s transformation started with her face. Its flawless structure, bones, muscle, and everything else began to weaken, melting away like the Wicked Witch of the West. Pooling onto the floor, the remnants of Brittney’s face trickled down the bathroom drain, never to be seen again. What remained was a normal mouth atop her neck.

“Holy shit, this is incredible!” the girl shouted between breaths. Brittney felt the bones in her neck disintegrate, granting her limitless flexibility from the shoulders up. A useful feature she wasted no time testing out. Pressing against the lizard girl’s cunt, Brittney traced its folds with her tongue before penetrating it with her thinner, elongated neck. She laughed at the absurdity of the situation, but still found herself extremely turned on by it as well, anticipating even more the changes to come. She lapped her lover’s pussy with vigor.

“Oh fuck yea!” Nicole yelled. She bucked her hips into Brittney’s neck as a bulge erupted from her tailbone. Ripping through her skirt, the lizard’s new tail slashed through the air, its powerful weight smashing and shattering sections of the wall behind her.

Still thrusting into the lizards cunt, Brittney found her movements becoming restricted, compressed by the walls of Nicole’s vagina closing in like a vice. The lack of bones didn’t lessen the pain. She pulled out, choosing to observe rather than get crushed. A wise choice. As Brittney watched on, Nicole’s pussy lips squeezed against one another until sealing shut, acting as a tomb to the girl’s womanhood. Only the clitoris was spared, and the girls shared a gut feeling as to why. It began to lengthen, each inch in growth accompanied by half that in girth. The organ only slowed after surpassing one foot in length, more than any average girl could comfortably take. But Brittney lost that title the second her head had shrank to nothing.

“Suck me off, you slut!” the lizard ordered. Despite the sizeable breasts he still possessed, Nicole quickly rebranded himself as a man, choosing to embrace the fat tool between his legs like a part of him that was missing but found again. Matching his skin, the shaft had assumed a solid green texture, except for its pink mushroom head.

Brittney licked her lips at the stiff cock before her. A daunting task, to be sure. But tonight seemed to be a first for everything. She was kind of made for it now, wasn’t she? Besides, the promise of a tasty reptilian load more than justified the efforts.

“Of course!” she said before plunging down onto her friend’s rod. Gulping it down, Brittney wiggled as far as her freakishly long neck would allow. Her tongue teased its veiny girth, wanting to make the lizard feel as good as possible, to taste his semen for the first time. Bust mostly, she longed selfishly for her transformation to complete. And it was well on its way. Deforming, the girl’s fingers receded into her palms, which then narrowed and opened into slits. To Brittney’s excitement, tongues slid out from each, the skin around them softening into lips. Once they too shed their bones like the burden they were, her arms became direct replicas of her transformed head.

“Oh wow, this is fantastic!” one of the additional mouths said. Brittney smirked around the penis still in her mouth. It sounded just like her! Two more Brittney’s had joined the original, all three with separate consciousnesses but identical personalities, memories, tastes, and everything else one could imagine. Friends and partners for life. What more could she want? They want?

“Can we suck your tits, Nicole? Please, pleaaase?” the other Brittney begged. Not waiting for answer, their teeth bit down on the lizard’s shirt, tugging it down playfully around his bust. They were certainly just as horny as the authentic Brittney.

Nicole, meanwhile, was turning more reptilian by the second. His fingers merged into three fatty digits, which then sprouted spikes sharp enough to slice steel in two. And fabric. The lizard ran the claws through his shirt and tore it to shreds with ease, letting his firm, green breasts bounce free. They presented themselves to the Brittney clones, both jugs punctuated with blackened nipples. “Go ahead, girls,” Nicole said, an amused tone to his still girly voice. “There’s plenty of me to go around.”

The two did not hesitate. Springing upwards, each found a juicy nipple to latch onto, all three mouths now finding something of Nicole’s to suck for dear life. The girls moaned into the lizard’s body. Something like oral sex wasn’t supposed to be pleasurable for the giver, but boy did it feel that way to Brittney. Their lips continued to buzz with energy, even after each transformation had ended. It was like having the sensitivity of a pussy overlaid onto their mouths.

Still kneeling, the trio’s legs adhered to the same pattern as their arms had, losing rigidity, gaining elasticity, and, most importantly, growing two more pairs of lips to play with in lieu of feet and toes.

“Mffph!” the original voiced into Nicole’s cock, startled by the loss of balance as her torso slapped against the floor. She had no legs, no arms, but would gladly sacrifice them again and again for more bodymates. Currently, Brittney resembled a five-mouthed starfish, each end thirsty for some action. Only one was lucky enough to have a cock at its disposal.

“You’re such a good cocksucker, Brittney!” Nicole said, his compliment met by an audible slurp of her tongue. He watched as her most recently added mouths twisted toward each other, lips parting in a sloppy, saliva-fueled kiss. They’d make a great pet, he thought. The idea of limitless blowjobs did sound promising. And they’d be more than willing so long as I feed them.

“Oh, it feels so goooood!” one of the newer Brittney’s declared. From the looks of it, their transformation was reaching its end. Their shared torso, like the girl’s head, began to melt away into the sewers below, shedding the stomach, breasts, back, and everything else not directly related to sucking dick. Fortunately, the five were allowed to keep their pussy. The soaking wet lips, which had went untouched all night, migrated up their dwindling figure and settled in the center of their necks. A mound inflated below it and connected their necks into one central location.

Nicole snickered; his pet’s final form was miniscule when compared to his mighty reptilian frame. Five tentacled mouths and a pussy in the center. That was all left standing of the former captain of the cheer squad. An ironic fate.

“You look adorable, my little pet,” Nicole purred. Grabbing the original Brittney’s neck, the lizard yanked her away from his achingly hard cock. Shame. He was moments away from blowing his load.

“B-but I was so close…” she whined.

“Oh?” Nicole asked. “But wouldn’t you much rather me make use of your pussy?” He grinned. “After all, I do still owe you one.”

All five Brittneys thrashed around wildly at the mere mention of being fucked.

“Oh yes, please, Nicole, please fuck us!” one said.

“We want your cum sooooo badly!” chimed in another.

The lizard said nothing, but bent down to pick the Brittney creature off the bathroom floor, its pussy mound fitting comfortably into his palm. Having no means of moving themselves, the girls would be completely dependent on him for travel from here on out. And nourishment. Nicole brought its base to the tip of his erect cock. “You’re gonna like this,” he said before plunging his shaft into Brittney’s shared vagina, thrusting into his hand as if using a fleshlight. There wasn’t much difference between the two, only that one could talk. Not that Brittney would have much to say anymore, other than pleads for more cock to suck. Speaking of which…

“Yes, yes, yes, yes! Fuck us harderrrr!!!” Brittney encouraged their master. Having their pussy fucked was pleasurable enough; but when it made up the majority of their body, it was basically like having a cock rammed through their very being. Three of the mouths went to work licking the pistoning shaft. One other wiggled to the lizard’s maw, sliding in a tongue that was immediately reciprocated. They kissed and fucked, consummating their relationship as master and pet.

“Oh fuck!” Nicole gasped. Finally, the lizard’s last changes began to take hold. Merging into a digitigrade stance, Nicole’s feet grew claws of their own to match the ones on his hands, though these were considerably larger. His stance shifted forward, all while his heels pulled back and up, giving him a set of legs akin to a velociraptor’s. The reptile’s quadriceps and hamstrings bulked up to support his new configuration.

The growth of hardened, compact scales across the entirety of his body was enough to bring Nicole to a much needed orgasm.“Fuck yes!!!” he shouted as he fired his hot, gooey wad into his pet’s pussy. Brittney had a climax of their own as well, shuddering as their female juices overflowed and dribbled onto the bathroom floor. Convening upon their vagina, the five mouths dipped their tongues into the pool of cum, making sure to gulp down as much of their master’s seed as possible. They were his pet now, his possession, his plaything. And when master provided a fresh meal, they were to eat without question.

Balls emptied, Nicole pulled his shaft from Brittney, wispy strands of cum still connecting their genitals. “How do I look, girls?” he asked his pet, twirling around. All things considered, Nicole was more animal than human. Reptilian head, predatory claws, and a long, swishing tail gave him a prehistoric aesthetic, although a pair of breasts and slight tummy reminded Brittney that his master was once a human girl.

“A-amazing….” one said. The five were still recuperating from their first shared orgasm, unable to say much beyond that. Though they were all secretly hoping that master would use them again.

He smiled. “Such a good pet you are.” Nicole leaned against the stall door, the reptile’s massive frame enough to bust it off its hinges. “Now if you’ll excuse me, I have a party to get back to.” He lowered his pet onto the floor. “I’m sure we’re not the only ones with new bodies, so I must become more….acquainted with our classmates.” Just the thought of other transformees roaming the school grounds was enough to harden Nicole’s shaft.

“B-but…”

“No buts. I’ll be back to feed you later, pet. I promise.” Helpless, the girls watched as their lizard master exited the bathroom.

And just like that, the Brittney creature was left by themselves. Though could they ever be truly alone again? Always in each other’s company, sharing the same needs and desires, obeying the same master. The concept of loneliness sounded impossible when part of such a body.

“Anyone want to make-out?” one mouth proposed to the group.

The Brittney beside her nodded. “Mmmm, count me in, girl!” The two tentacular girls met, sliding tongues into their puckered lips as they shared a deep kiss tainted with residual cum, always knowing exactly how the other wants it. Soon the other girls joined in on the fun. One tackled their clitoris, licking its length like an envelope ready to be sealed, while the others began to thrust into their cunt.

And as the five girls worked gradually towards yet another orgasm, they realized that yes, they could never be alone again. Even if none remembered who was the original.