Airship

I stood at the rail of the airship, clutching my shawl tightly, wind tugging my hair. The ship creaked, wood and steel cables straining as the Otter floated on the wind, propellers silent. Below the ship were the sharp, stone cliffs and peaks of mountains, grim and inhospitable. I drew my shawl closer and shivered.

"Mrs. Stiltson, do you think we are halfway there yet?"

I glanced over at Emily, one of my husbands three undergraduate students, travelling with me to meet my husband in the field. "Emily, you know you can call me Liz. And I'm not entirely sure. This is only the second spur of mountains, so I expect we still have several days to travel yet."

My husband, a noted naturalist and professor, had always been a fan of studying wild mana creatures on the frontier. It was why he had taken a position at a remote northern campus and why he had decided to establish a field outpost and laboratory on the far side of this imposing mountain range. Now it was time for me and his students to join him; it was why I was shivering on the frigid deck of the airship Otter, a modest northern trading vessel. Given the breadth of the mountains and the lack of easy, manicured passes, it was by far the easiest and swiftest way to travel. Even if I found the experience unpleasant.

Which was not entirely fair of me: The Otter was a fine vessel. While it was small and the hull was old, it was in good repair and bore signs of modernization. The modest wooden hull, which started its life as a simple cog, was now suspended from a streamlined cigar shaped gasbag instead of the four round dirigible balloons it no doubt had originally. The Otter retained its junk-like fan sails on either side of the ship, but also had four modern propeller engines to help it tack against the wind or maneuver. And, I was happy to note, The Otter had a modern arsenal of guns and canon to discourage piracy, which was rumoured to be significant in the mountain trade routes.

Emily sighed and clutched her thin jacket tighter over her traveling dress. "I wish I had known that air travel would be so chilly. I might have packed warmer clothes."

She looked up at me, her round glasses glinting, maybe blushing a little. The small blonde geology student, I feared, had a crush on me. It was cute and probably rather harmless, certainly less likely to result in drama and complications than her fellow students Helen and Eustace, who had taken each other as lovers. I suspected that they, occupied as they were in their cabin, were at least considerably warmer. I lifted open my shawl and beckoned Emily over to share it. She cuddled up tightly against me, our hips touching.

"Bah! You dirtworms have no hide. This's a right lovely day! We've a good wind, the fans're quiet, and the sun's out!" A sailor, a large man in a filthy fur lined overcoat and hat leered at us. "What's a little cold?"

I clucked my tongue. "Easy for a man wearing outerwear to say."

The sailor laughed. "You should just be glad yer only problem is bein' a bit chilly. Imagine bein' aboard The Otter in a gale. Or worse! Bein' chased through the sky by fleshpirates!"

"Fleshpirates?" Asked Emily, rising to the bait.

"Aye," the man said, "the most feared pirates in the mountain skies. They sail an airship made of bodies, faster than the fleetest racing skiff, fiercer than all but the heaviest ironclads. They drop out of the sky with a roar, a ship or wings and tentacles and bone. And when they come aboard they aren't just after yer cargo: they want you!"

"Me?" Squeaked Emily.

"Aye," leered the man. "If yer lucky they'll take yer for their galley. The airship flies on the mana o' people fuckin', pardon me ladies, and they'll take yer as a sex slave."

"And if we aren't lucky?" I asked, eyebrow raised, smirking along with the game.

"Then they'll transform yer into part of the ship or make yer into one of their inhuman crew." Growled the sailor before roaring the laughter.

Emily pressed herself against me, "That won't actually happen will it, Mrs. Stiltson!?"

I suppressed a giggle, the young woman looked genuinely upset. "I suspect we have more to fear from foul weather than buccaneers. Either conventional or transformative."

"Aye," spat the first mate, one of the few women in the crew. "Pay no mind to Old Tom. He is cursed with many a fanciful notion and blessed with an inexhaustible tongue." The woman, dreadlocked and wind burnt, grinned. "'Course, ne'er hurts to keep an eye peeled for trouble." She winked and carried on along the deck.

For a time I stood at the rail watching the mountains pass. I had hoped Emily would grow either bored or cold enough to leave me to my peace, but she seemed content to cuddle against me as we cruised. I resigned myself to her presence, but knew that as soon as we reached our destination I'd have to dissuade her. I ardently hoped she fixated on someone else upon arrival.

Sails and rudders were angled and the ship slowly rose over another ridge of peaks revealing a seething lake of cloud. It seemed that some feature of geography, the ring of cliffs, a hidden river or lake, allowed clouds to collect in a mass. The helmsman, perhaps struck with fancy, reoriented the ship and lowered it gently into the pool of cloud, so that the keel of the airship broke its surface. The Otter skimmed along through the cloud like the sea ship it once was. Emily laughed in delight and despite the increased chill even I broke into a grin.

As The Otter neared the midpoint of the cloud lake a bulge in the cloud began to form off starboard. The cloud seethed in a loose dome, puffs trickling down like water. A huge pink... something poked though. A something that looked biological and rather like an enormous nipple. The object emerged further revealing an aereola and wide expanse of skin. As the cloud broke open further, more huge, house sized breasts broke into view. "What's that?" Emily asked nervously.

"Fleshpirates!" Shouted Old Tom. "Fleshpirates!"

"Demons fuck!" The first mate shouted. "Battlestations, you useless cunts! Battlestations!"

The helmsman hearing her cries began to ring a bell to alert the crew. The crew scattered in a deliberate way. The first mate and others rushed to the stern of the ship and began to engage the idle engines. Another gaggle of crewmen opened lockers to pull out small canon which they affixed to the rail, while another group went about readying and loading the large main gun near the ships bow. The ships chief had thrown open the weapons locker and was distributing guns and machetes to the crew. The captain barked orders.

And the fleshpirate ship pushed further into view and seemed to be closing in on The Otter.

Old Tom seemed to notice us standing adrift on the deck. "Pardon, missus, but yer not safe above decks. A battle ain't a place for women o' quality." The old airshipman ushered us below decks and to our cabin. "Now, best yer hide here and wait till this all blows over." He handed me an old flintlock pistol. "Just in case." Old Tom nodded to each of us and rushed off to attend his duties.

I looked around my too small cabin. It was sparse, little more than a berth with a small bed, locker, and writing desk. All of the furniture was built into the ship, nailed down to prevent motion in rough weather. There would be no barricading the door. Emily whimpered pitifully. "Emily," I said carefully, "now is not the time to panic. We must make fast the door to this cabin." I threw the scanty little latch and then, knowing it would be insufficient, I braced myself against the door, determined to hold it fast with my own strength. Emily, eyes round, huddled against the hull as far from the door as she could.

We huddled there paralyzed with dread, ears peeled for the sound of inevitable conflict. I heard the welcome thrum of the engine propellers start and felt their vibration through the floor. And then I heard a strange roaring sound, a sound that oddly reminded me of flatulence. I heard muffled shouts and the bark of one of the small canon. I heard the larger bang of the main gun and heard a cheer from the deck. And then I heard the first enemy canon ball smash into The Otter, a tearing crash and the sound of splintering wood. And then I heard another smash and another. Emily squealed and launched herself from the hull and pressed herself against me. Distantly I worried about Helen and Eustace, prayed they were safe in their cabin.

We heard The Otter return fire, but oddly without the report of the main gun. I feared it had been disabled. We heard a load thump and a scraping sound come through the hull. We heard new shouts and the sound of small arms. Emily looked at me wild eyed and quivering. We both knew the ship was being boarded.

The fighting sounds above us died away and we heard the tromp of heavy feet in the corridor outside our cabin. I motioned to Emily for silence and she nodded hands over her mouth. I felt something push against the door, and I pushed back subtly, hoping the room seemed unoccupied. I felt a larger heave, and knew the pirate would not be put off searching the room. I pushed against the door with all my might and Emily joined me. The door rattled in the frame and surged behind us as it was struck again. Emily couldn't help herself and whimpered. Another blow landed on the door...

... and I was laying on the other side of the cabin looking up at a hulking fleshpirate. It had a struggling Emily wrapped in one thick tentacle, suspended easily off the ground. It was what I would come to learn was a Marine, a transformed crew member remade for boarding action. She, they were all female, stood six feet tall, huge for the narrow quarters of The Otter. She had a blunt head, mostly covered by a thick, chitinous mask with deep, narrow eye slits and a round opening for the cunt that replaced her nose and mouth. A long thin tongue flicked the air as the Marine saw me. The Marine had broad shoulders with scalloped pauldrons of chitin above her upper limbs, thick, muscular tentacles covered in tattoos. Below those were her arms, roped with muscle but oddly slender, one gripping a pistol the other a long knife. Her chest was covered in seven breasts, arranged in a hexagon, each nipple pierced with a gold ring. Chittinous armour covered her back like a seashell and her hips, butt and thighs. The vagina between her legs was naked, and had puffy vulva studded with piercings. The creature had thick, almost avian toes that gripped the deck. The marine looked at me and chuffed loudly through her facecunt, an aromatic tang of pussy in the air.

I shrieked, a noise of fury and fear, and fumbled for the old flintlock pistol I had been given. I aimed it at the Marine and fired, small bullet barely grazing the thick skin of a breast. The Marine surged forward, with an eerie silence, and struck me heavily about the head with her free tentacle. I saw a cloudburst of light....

***

... and when I came to, I was kneeling on a hard, white deck, my head throbbing. I shook my dazed head and tried not to vomit. My arms were bound behind me by something warm and living, presumably my attacker's tentacle. Next to me was Emily, crying. I looked at her and saw she too was bound by a tentacle. I looked around and saw many of the other crew members from The Otter also held by hulking Marine creatures. I also realized, to my dread, that we were aboard the fleshship.

Arrayed all around us were the other transformed crew of the transformed vessel. There were the Sailors, thin creatures remade for life on the ship. They were short, skinny, with oddly long arms and legs that each ended in nimble hands. The Sailors were all broadly male, although their penises and balls were smaller than the human average, maybe three inches when erect. They also, like The Marines, had a pussy instead of a mouth or nose. Almost universally the Sailors were tattooed and pierced and wore their hair long in braids or dreadlocks. They clapped and masturbated at the sight of us while a troupe of them carefully cut off our clothing.

Arranged above the sailors, hanging from the rigging were the Corsair. These were beautiful, angelic female creatures. They had long flowing hair, always free, huge eyes, and high cheekbones. They too had cuntfaces, although their labia was sleek and bright. They had thin, pale bodies with four small, barely present breasts. They had four upper limbs, two of which were lithe arms holding pistols or knives, and two thicker ones that ended in huge bat-like, membranous wings. They had another sleek cunt between their thighs and long legs with strong handfeet like a sailor. They also had a long thin tail, supple and flexible, that ended with the blunt head of a penis. One Corsair, making eye contact with me, lazily jumped off her perch and glided through the air to another: these pirates could fly.

Also on the deck were regular humans, nude and wearing slave collars. These, I assumed, were the galley slaves. These humans leered at us lazily from where they lounged, caressing one another or touching themselves. A few of them fucked, a man thrusting into a woman on all fours who was performing fellatio on another man. Two women tied in a knot, smashing their cunts together. But mostly the galley watched us, ogled us, guessing who amongst us would be joining their ranks.

"Welcome aboard The Empress!" sang a voice in stereo. I looked around and saw The Captain. The Captain was broadly speaking, a beautiful woman. She had long, honey coloured hair partially braided with bright cloth, partially free. She had a strong regal face, beautiful except for the pussy that replaced her mouth and nose. Around her hairline she had a ring of short golden horns like a built in crown. The captain had four long, supple arms and six large breasts on her torso. The top pair of breasts had lips and mouths instead of nipples, which was how she spoke. She had long legs with toned thighs and a long, eight inch cock with prominent balls. As the captain paced past me, I could see that below the shrug of her full ass, she also had a vagina. The captain was a hermaphrodite.

The Captain of the fleshship Emptess stopped in front of The Captain of The Otter. "Captain," her lipples said, "do you surrender unconditonally?"

The captain looked around at the arrayed fleshpirates. He nodded grimly, "it isn't as if we have much of a choice."

The captains lipples smiled, and her eyes crinkled with cool pleasure. The other pirates clapped their approval. "That's quite true."

"What... what do you plan to do with my crew and passengers?" The Otter's Captain asked. "Will you ransom us? I'm certain we can make it worth your time."

The Empress' Captain ran a finger down the cleft of her face cunt thoughtfully. "Be that as it may, we need flesh more than we need material wealth, and what we've taken from your ship more than suits our current needs." She paused and spat a glob of vaginal fluids on The Otter's Captain. "Besides, you managed to damage the Empress, and repairs must be made." The Captain gestured and the Marine holding the captain dragged him and her other prisoner, a woman, to a row of sphincters on the deck of the fleshship, dropping each prisoner into one.

The fleshpirates stripped off our clothes and made sure we were unarmed. Satisfied, the marines released their prisoners and herded us into small groups, each overseen by a couple armed Marines. The chill air prickled my skin and the fear made my stomach curdle. I held Emily's hand and made sure she was kept close to me and looked around the deck spotting Helen and Eustace in another knot of prisoners. Eustace and Helen were clinging to each other desperately, but Helen looked like she had command of her faculties when she made eye contact with me. The young woman may have been libertine with her romantic life, but she certainly had a good head in a crisis. I nodded at her.

Surveying the deck of the fleshship I was taken with just how much skin and hard, chitinous plating could be seen. The sensation was, I suspected, much like being a tiny mite on an enormous human body. As my gaze swept the huge, buoyant tits that kept the ship aloft and the curve of the deck I saw a commotion of crew. They were prying loose a section of rail and hull of the ship which was bloodied and limp, no doubt damaged in the engagement. I swallowed as I realized that meant parts of the ship, former people, had been killed. That, in a way, we had murdered part of this ships strange crew. I felt a spasm of guilt which I marshalled, reminding myself that we prisoners would be transformed against our will for the repairs. With an odd sucking sound the dead sections of the ship were dislodged, dropped without ceremony into the abyss below, leaving a gap in the side of the ship an exposed rib-like structure of supporting framework.

The fleship was, I was realizing, a remarkable object. It was an enormous working airship, a functional warship, built out of transformed people. As a work of alchemical science, or perhaps demonic magic, it was a beautiful fusion of art and engineering. Logically I knew that I shouldn't be cataloguing the ship, since I would likely be transformed into a part of it, but my curiosity had the better of me. Shamelessly I glanced around taking in what I could.

Jutting from the bow of the airship was the Figurehead, the crown-horn studded head and torso of a beautiful, twenty foot tall woman. Her hair whipped in the wind, dancing above her armless shoulders and the wide expanse of her six enormous breasts. Between her milky thighs, before they ended and blended into the ship, rose a circumcised four foot cock which stood out like a miniature figurehead. This woman was more than just a decoration, her legs merging with her spine to form a long tail that was the keel of the ship. From between her shoulderblades emerged a second spine that formed the centre of the top deck. Ribs ran between these two tails and formed the scaffold on which the other members of the ship were engrafted.

Anchored to the top spine of the ship were the Gasbags, chubby toroid bodies that blossomed into four gigantic breasts, each as large as a dirigibles balloon. The twelve Gasbags converted mana into lift gas and filled the converted mammary tissues of their boobs to keep the ship afloat. The Gasbag breasts were each tipped enormous nipples which could release gas to help regulate the ships buoyancy. The gasbags lacked any exterior genitalia of their own, and instead lived for the orgasms caused by the wind rubbing their gas-filled tits together.

Hanging from the keel of the ship were the gasbags opposite, the Bilge. These were former men who were transformed into heavy scrotums that hung below the ship to form ballast. They had enlarged noses they used to inhale moist air and fill their scrotum with water to weigh down the ship and counteract the lift from the gasbags. They also had, for how large the scrotum were, small foot long cocks which would cum, releasing gallons of semen tainted water when the ship needed to rise or become lighter. These creatures lived in a constant state of churning blueballs until the captain finally permitted them to release their loads.

The sides of the ship were the Gunwales, former women who were bonded to the ribs of the ship and formed the hulls. Part of their job was to grow a thick, scalloped shell that formed the armour of the ship. Their other role was to serve as the ships armaments. Each gunwale section had a clamshell like window that opened to reveal the pink folds of the woman's vagina with a huge eyeball in place of a clit. This vagina had a large muscular womb inside the ship and was rimmed with peristaltic muscle so that it could launch a delicious feeling canon ball at other airships. The Gunwale also had their former legs, now long, stretchy tentacles they used to grapple onto other ships during boarding action. Tentacles they used to Jill off during quieter times.

Above the Gunwales, right below the rail of the deck were the Wingoars. These were former men who had been reduced to a single huge bat like wing and the muscle to move it. These creatures would row the air to help push the ship, or would spread out and act as sails when traveling with the wind. The Wingoars also had long prehensile cocks they would use to fuck their adjacent Gunwales with, each wing and weapon being a now-married pair. The cum from the Wingoars was the substrate the gunwales would use to form their pearl-like canonballs. During battle wing and canon would fuck endlessly to rearm batteries.

The stern of the ship was made of Propellers, people reduced down to their buttocks and grafted to the ship so that its rear was a mass of asses. These creatures retained large internal gasbladders inside the ship and could, on command, emit massive farts that would briefly give the airship a huge burst of speed. The Propellers were the source of the fleshpirates greatest asset, since virtually no conventional airship could outrun a fleshship when it was farting. These creatures received their pleasure from passing gas.

Another important element was the Helmsmen, who was another woman integrated into the body of the ship. She jutted from the front of the stern castle, another limbless torso like a second Figurehead. She had four large breasts on her front and another four on her back as well as a cunt on either side. Her cunt-faced head could turn all the way around so that she could survey the sky and make love to the captain on the poop deck. Much like the Figurehead the Helmsmen was much larger than her torso and formed the structure and surface of the sterncastle and cabins. She also had two huge fanlike limbs that emerged from the stern and formed the rudders of the airship.

The last exterior element of the ship was the Mast. This was another figurehead creature, a female armless torso with a cock, except this creature grew out of the deck at the end of a pole. This meant the head of the Mast, really a single enormous eyeball, was held above the gasbags where it could survey the sky. Beyond being a lookout, this creature also helped propel the ship: the Mast had enormous, elaborated articulated arms that could be unfolded to reveal huge membranous wings. These acted as huge sails when the  airship was traveling with the wind. The mast's pole like body was enervated like a long rigid cock so that she could enjoy the feeling of sailors climbing and dropping down the mast.

Inside the hull of the ship resided two other types of living components. The first were the Udders. These people had been transformed into huge pink sacks of a mammary like tissue with long pink cocks like teats. These creatures would produce a thick slop that was the only food the crew could eat. The crew would fuck the udders with their facecunts, making the udders ejaculate into their stomachs. It was a surreal and unsettling thing to watch.

Worse in many ways were the Wombtanks that lined the holds of the ship. These were former mothers, women who had born children, who had been transformed into immobile, vat sized uteri with thick vulva openings. Prisoners or sometimes galley slaves were inserted into these creatures and transformed, remade into new crew or components for the ship. Which, I feared, was the fate of myself and companions.

***

A short time later the captain of the Empress called for our attention. She gestured expansively at the two deck orifices our crewmates had been dropped into and announced that an example had been made of our captain. Two of the many tentacles lining the hull of the ship dipped into the sphincters and pulled out the transformed captain and crewman. One of them, the woman presumably, was now a Gunwhal, a big blocky chunk of flesh with a hard shell and tentacles on one side and glistening, muscular flesh on the other. The other transformed person was now an oar wing, a lump of muscle with a huge wing and cock tentacle. I recoiled in horror: gone was our captain, a steady, polite man who I had dined with during our travel and in his place a living component. I bit my lip to stop from screaming.

The fleshship tentacles moved the newly transformed components to the gap in the hull left by the removed dead sections. The new Gunwhal and Wingoar were lowered into position and held firm as filamentous projections from both the components and ships skeleton welded the new parts of the fleshship into place. The new wing and Gunwhal flexed their new limbs experimentally for a moment, and then the Gunwhal flipped open her gunport, exposing her vagina and the Wingoar happily slipped his cock tentacle in. It was an obscene display.

"Now," the Pirate Captain said, surveying her remaining prisoners, "it is time to dispose of our remaining booty.' The Captain strutted around, heavy breasts jostling with every step. She looked closely at each of us and I glared defiantly into her eyes. I would not be cowed. The Captain smiled with her lipples and licked one set of lips. She stepped right up to me, her cock hardening. She leaned in close, face inches from mine, hot cunt breath blowing on my face. I stared back, nostrils flaring in silent anger. The Captain suddenly laughed happily, "Yes, you will do, you will do indeed." She clapped her hands and her fleshpirates sprung to action, grabbing prisoners and, upon a gesture from the Captain, dragging them to their fates. Most of the Otter's crew, those kindly sky sailors who had been our companions were dragged and dumped into transformation wombs. Emily whimpered and clung to me fiercely, but all I could do was watch numbly. Old Tom and a few other crew were held aside, and smothered with cunty faced kissed by Sailors, Marines, or, in Old Tom's case, a gorgeous Corsair. These prisoners were then pushed into another series of womb tanks. It seemed the entire crew of the Otter was destined to join the Empress or her crew.

Emily squealed and I watched helplessly as Eustace and Helen were dragged away, hands clasped together. The pair were held steady on their knees as the Captain herself walked over to them and snapped a galley slave collar onto each. Eustace and Helen looked at each other, fear in their eyes and slave collars glinting. Eustace took Helen's hand and squeezed it. She moaned and crawled into his arms. He kissed her and Helen moaned. Eustace had become erect and the couple were staring at one another with a look of complete lust. Helen licked her lips and rolled onto her back. Eustace dove upon her and worked his maleness inside of his lover and began to fuck her upon the deck of the ship. The Captain, standing above them began to masturbate, only leaving the new copulating galley slaves after jizzing on them.

Soon the only three humans on the deck of the Empress were myself, Emily, and the fierce, first officer of the Otter. The Captain approached us, "You three have a special fate. I hope you appreciate what an honour this is."

I worked my dry mouth, trying to muster up enough saliva to spit at my captor, but yelped instead as I was grabbed by a Marine and dragged away from Emily, who cried out in terror. I fought and kicked, but still found myself dragged inexorably to the bow of the Empress. "Put me down!" I screamed and found myself deposited roughly on the deck. I gasped in surprise and then again in alarm as my arms were seized, not by a Marine, but by the thicker, stronger tentacles of the forward most Gunwales. My shoulders protested as I was lifted, cruciform into the air, and swung out over the bow of the ship and face to face with the Figurehead. I dangled over the abyss staring at the giant, six-breasted woman torso as she admired me in return.

"Hello beautiful creature," The Empress said to me, plump lips smiling.

"What do you want with me," I demanded.

The Figurehead chuckled, armless shoulders shaking. "Right to the point, I see." She shifted her torso, six heavy breasts settling with the motion. "I want to grow my fleet."

"Your fleet?"

"My hull is strong and full, and I have spawned too many crew to carry myself. Your ship was full of flesh, enough to craft a daughter."

"You mean... another ship?" I found myself curious as the Figurehead nodded. "How?"

"By making you into another me."

"A Figurehead?" I asked.

"Oh, I am so much more than a bowsprit scultpure." The Figurehead bit her lip, "I am The Empress, this entire ship. My body makes the skeleton, the structure the entire fleshship grows from. I am the mind, the nerves that connect every part of the ship. I feel it all: the sun warming the breasts of my Gasbags, the pleasure of my Gunwhals and Wingoars fucking, the sensation of the crew suckling from my Udders. I am freedom and adventure incarnate, flying on the winds." The Figurehead smiled, "I am offering you this."

I gasped, shocked at what I was being presented with. A large part of me was repulsed, I did not want to be transformed and have the forcibly altered bodies of The Otters crew grafted onto my body. Yet another part was intrigued; how could I not be? I had spent my entire adult life searching for adventure, following my naturalist husband on excursion after excursion. And yet, my adventures were dependent on his: I might have my own academic degrees in anthropology, but due to the bias of the Academy against women I would never hold the position or have the funding to plan my own expedition. I loved my husband, but the notion of spending the next decade at some remote outpost hardly sparked a sense of romantic adventure. To be a Fleshship, to be able to fly and experience that kind of freedom and piratical adventure had a definite appeal. Besides, given the choice of becoming a ship or a mindless component of one... it was hardly a choice at all.

I acquiesced. “I accept your offer.” I swallowed and blushed, “how, how do we do this?”

The tentacles holding me tightened and drew me in close to the Figurehead. She kissed me hard on the mouth and pressed her huge torso of breasts against me. Despite myself, I felt myself flush with arousal. I kissed her back hungrily and tried to wrap my legs around the bowsprit woman. The tentacles lowered me down the giant woman’s torso and I felt the hot, enormous bulge of her three foot cock press against my crotch. I ground myself against it, mewling, smearing a slick film of precum over my thighs and crotch. I felt myself start to tingle and stretch, not unpleasantly, and a relentless pressure as the Figureheads enormous cock improbably pushed itself into my cunt. I closed my eyes and groaned, a long drawn out throaty noise that seemed to go on forever as I was stuffed to the point of breaking. Waves of heat washed over me, alternating with the pulsing, hard, hot, tightness filling my insides. I felt like I was melting, dripping off a stake driven through me.

And then The Empress started to fuck me in earnest, wrapping tentacles around me and lifting me up and down the length of her cock, fucking me like a sex toy. I moaned and grunted with each thrust, feeling myself stretch out inside, becoming a hollow cocksleeve with limbs and a head for the pleasure of the Empress. Prickling started between my shoulder blades and upon my tailbone as my spine began to grow new sections, a pair of tails that would become the backbone of a new ship. I squealed in pleasure and orgasmed, feeling a painful heat building in my limbs. I tried to move them, make them more comfortable, but they simply flopped bonelessly and growing soft and fat, before cleaving off my body and falling into the abyss below. I was just a torso and head impaled on a cock. The Empress figurehead was panting and smiling at me in fierce joy. I orgasmed again and felt myself swell, my tits growing and multiplied, becoming four huge breasts which I gleefully mashed against The Empress until I came again. I found myself whinnying in pleasure, snorting and nickering in exertion. "Yes my Sky Stallion, Yes!" the Figurehead whimpered, as my face pushed out into an equine muzzle, my ears becoming mobile and pointed and migrating up my head. And then we were both screaming in pleasure as we both came, The Empress pumping me full of her transformative cum, and the enormous cunt I had become hungrily milking it in.

I was lifted off The Empress' cock transformed but still changing. I was taller than I was, maybe eight feet tall, but still smaller than my final form would be. My body was a limbless torso and head and a pair of growing tails that were already long than the rest of my body and still growing. I had become more muscular and my face had taken on an equine aspect, and I was growing a soft pelt of roan red fur. My four tits were enormous and proud and I had grown a small black udder on my crotch. My insides burned as the enormous cunt that my insides had become began to seal itself over, my clit and vulva merging into a new cock, my ovaries migrating into descending testicles. I grunted and watched in fascination as my cock grew and grew and became inhumane: a club or horse cock projecting from my body. I whinnied in appreciation.

The tentacles of The Empress swung me up to the edge of the deck and held me. There was Emily, looking disheveled and nervous, but also aroused. She came to me, looking up into my eyes. "I'm to be your Helmsmen," she said shyly, blushing. I tossed my head, "Then we shall be together forever." She nodded, tears of joy in her eyes, and came to me, ran her hands along my hard, equine cock. I gasped and nickered at the sensation. She smiled at me and kissed the tip of my huge, animalistic cock, smearing her face with my precum. Her mouth warped and stretched, taking on a vertical aspect, her nose swelling into a large clit. Except the growth of her face labia continued, her new vaginal lips darkening and swelling over her clit, her mouth and nose becoming a horse cunt. Emily, eyes lidded with pleasure, pushed her horsecunt face onto my cock, taking me inside it. I snorted in lust and tried to thrust my cock. In a haze of pleasure, as Emily face-fucked my cock, I watched as she continued to transform. Her forehead, just above her eyes pinched and bulged and grew into the puckered donut of a horses anus above her mare cunt mouth; her chest swelled out into four tits and a matching set grew upon her back; the vagina between her legs became a mares cunt and a second one grew between her asscheeks; and her ears became those of a horse. I snorted, feeling my new balls churn, knew I was about to come. Emily's hands stopped rubbing my balls and I saw her arms grow loose and flaccid and retract back into her body while her legs merged, becoming a long pedestal that began to snake along the fleshships deck. Emily writhed as she orgasmed, her facial marecunt milking at my cock, and with a screaming whinny I erupted in my first male ejaculation, filling my erstwhile charge with my cum. She fell over, cum leaking out of her facecunt, and was grasped by The Empress and lifted away.

Next came the Otter's First Mate, defiant to the last. She glared at me and spat, "It shoulda been me that was made the ship." I shrugged my armless shoulders and couldn't properly disagree. "But, when yer dealt a shitty hand o' cards..." she smiled ruefully and trailed off. Like Emily she came to me and pressed her mouth to my equine cock, licking at the cum on it and wrapping her mouth around it. The First Mate was a more experienced performer of fellatio, and did not waste time, licking and sucking at my cock as her mouth stretched to accommodate it. She ran her hands along my shaft, eager to make me come. I grunt at her ministrations, watch as her eyes become larger and slowly merged, her fingers stretch and grow a webbing, becoming like wings. And all too soon I came again, pumping my semen into the First Mate's greedy mouth. She swallowed all she could but still gagged and coughed for a moment before her lips stuck together and her mouth sealed shut. Her hair fell out in clumps and her cyclopian eye expanded, becoming her entire head. Her small breasts swelled a little, and she grew a matching second pair. Her huge eye blinked and widened as an equine cock and balls slowly grew on her body replacing her cunt. Her arms expanded and transformed into wing sails and her legs merge into a pillar that will become her mast. The First Mate was made into my Mast.

The Empress slowly drifted to a flat rocky plateau with a large wooden frame on it. Corsairs, trailing heavy ropes, leapt over the rails of the ship and flew down to the plateau, tying The Empress to anchor points and holding the fleshship steady. The Empress lowered my still growing body, cradled in tentacles, down onto the wooden frame. My torso had grown, I had become fifteen feet tall, a giant and proud stallion-woman while my two tails, the one that will be my keel and the other that shall support my deck, grew out forty feet behind me and merged together, creating the shape of the ship I was becoming. Between these two spines I had begun to grow ribs, thick braces of flesh and bone that will become the scaffold upon which the components of my ship body will be mounted. The wooden frame on the plateau cupped my forming hull scaffold and held me upright. The Empress released me, and lowered Emily, my growing Helmsmen, down onto my upper spine. Long tendrils growing from her spine and pedestal reached out and touched me, merge into my body causing a sensation that made me nicker in surprise and pleasure. Emily continues to grow, sprouting vine-like growths that wind through my hull skeleton and forming the frame that will become the Sky Stallions forecastle and poop deck, and the beginning of the limbs that will be our rudders. Next The Empress lowered my new Mast, causing the former First Mate to merge with both my dorsal and keel spines, giving her the stability to grow into a mighty structure sprouting from my deck. The three of us grow together, stretching to our full size and integrating into a single conjoined organism turned ship.

With a completed scaffold to build upon The Empress began to unpack the Otter's transformed crew. The fleshship reached into its wombtanks and pulled out the newly formed components, dripping with transformative juices and then lowered them into place amongst my hull ribs. My body eagerly sprouted tendrils, infiltrating the components, welding them to my transformed body and making them part of me. I moaned, the feeling orgasmic, as I began to feel sensations from my new Gunwales, Udders, Wombtanks, Wingoars, Bilge, and Propellers; dull minds, confused but content, awash in the sexual sensations of their new bodies. The new components grew and fused and looking back over my shoulder I could tell that I looked like a near complete ship. I whinnied in pride. Finally, The Empress pulled out my Gasbags, tit-balloons still flacid and uninflated, and lowered them into my open hull. The inner structure of these elements fused to my keel and dorsal spines, sent out limbs which welded into strong ribs, anchoring themselves securely. The balloons inflated a little, not enough to provide lift, but enough that they bobbed lazily in the air. I grunted, and began to grow the thick plates that enclosed my hull body and formed my top deck. The Sky Stallion was complete, I was complete.

Except I still did not have a crew or a galley to create manna. What good is a fleshship without its pirates? The Empress sent some of its excess crew down to my decks. Experienced Sailors, battle scarred Marines, and a couple dashing Corsair eagerly slid down ropes and climbed aboard me. But also some of the Otter's crew, transformed into new Fleshpirates, were sent to inhabit me. I saw one of my new Corsair sporting a familiar tattoo, Old Tom now a ravishing pirate maiden. With a skeleton crew on board, The Empress began to gently lower my new galley down onto my deck. I nickered happily at the sight of Helen and Eustace, part of my galley, as they eagerly joined the growing orgy on my deck, generating the mana I would need to inflate my Gasbags. I basked in the sensations of my new body, this ship I had become and the crew inhabiting me, the warm rush of mana from my fucking galley like a delicious drug. I felt amazing, powerful, and purposeful. Eager for adventure.

My Gasbags, gorging on mana, grew and grew, filling with lighter than air gasses, making me feel lighter in my wooden cradle. I laughed in delight, joyous at the loss of oppressive gravity. The Sky Stallion was a fleshship meant to fly! I sent a command to my Gunwales to try and pry me free, told me Wingoars to flap and lift me free, and slowly, so slowly I began to float. I was flying! Or at least floating.

<Congratulations, my daughter.> sang a voice I heard in my mind. The Empress, I knew.

<Thank you, Mother.> I said, sending feelings of warmth to my sire and Flagship, the Avatar who could transform humans into new ships and build the fleet.

<I am so proud of you> she sent, <I cannot wait to see you grow in size and infamy!> I was still small, only a quarter the length of the Empress; a caravel to her galleon. But I knew I could grow, take prisoners and transform them into components and crew, become a mightier ship. My cock hardened at the thought, desire hammering in my chest.

My mind murmured with other greetings, not in words because the distances were too great, but salutations and love. It was my sister Fleshships, I could feel them in far off skies, welcoming me to their fleet. I sent warmth and gratitude out to each of them, let them know my position and disposition.

The Empress smiled at me, as I flew up beside her, bobbing in the air. <Daughter, I have given you what you need to start, but for one thing. A right of passage: you must choose and take a Captain.>

A Captain? I had to capture and make a Captain? My blood pumped faster and my horse cock twitched, immediately I knew what I desired. <Mother, my human husband has a camp just beyond these mountains. I wish to take him as my Captain.>

<Ah... daughter. I knew you would make me proud.>

We set sail at once.

***

(I started the first draft of this story over two years ago and it has been sitting nearly finished for months. So I finally got it over with. I hope you like it!)