Mutand Land: Lisa Becomes A Thing
Unending BE - episode 332383

The blood the mosquito had been carrying was heavily infected... it in fact had collected blood from several mutant hosts before targetting Lisa. The result: Lisa had the blood of several dozens of mutants coursing through her veins.

Lisa slouched on the toilet, masturbating furiously. She didn't notice her body twisting and contorting and growing. Her tongue grew out of her mouth and hung down 9 inches, flopping around, slapping against her chin, neck and breasts. She hit her first orgasm, and arched her back. Several additional breasts surged from her torso, all equally engorged as her original pair, which were now double Ds.

Lisa's body was now expanding, and ripped away her tube top and bra. They fell to the ground with a wet splorch. Her shorts followed shortly after as her hips expanded, her legs spread further apart, and her ass swelled up. She hit another orgasm. Just then her whole body stiffened out, and then relaxed.

Lisa sat there for a few moments completely absorbed in bliss. She slowly stood up to walk, but just as she was about to grab the latch to the stall, she was hit again. She slumped over onto the ground, straining ever muscle in her body in some kind of attempt to resist the transformation. Her back bulged obscenely upwards as several bumped appear on her spinal column. They shot out of her back, exploding into gigantic cocks, oozing and sputtering mutagenic cum all over the stall.

Her arms expanded and lengthened. They stretched out into long tentacles. More tentacles shot out the sides of her body, off her shoulders, between her breasts, off her neck. They varied in length and girth, but they were all slimy and writhed around, lashing everything around her. Lisa's clit shot out into a rock hard cock, and her pussy throbbed as it gave birth to yet more tentacles that slapped her ass and grabbed onto her legs.

The girl's body then puffed out all over the place as more breasts quickly formed on her body, spilling into her skin like egg yolks spill out of a cracked egg shell. Large, hard nipples formed on each breast, spurting goopy substances with reckless abandon. Lisa moaned, or cried, or screamed... she didn't know. She didn't care. Her mind was unable to form human thoughts anymore. Her body further mutated into a mass of breasts, cocks and tentacles. She wanted to masturbate, but she didn't know where to start. It didn't matter, though. Her entire life was one big orgasm now. Lisa head began to degenerate into a mass of sexual organs, as she engulfed the stall, and whipped her surroundings with her numerous "arms."

Stephany entered the women's bathroom. She didn't REALLY have to use the restroom, she just wanted to find an excuse to skip class. She looked at the mirror and checked out her makeup. Then she turned around to lean on the sink for a bit to kill time.

Stephany's ears stood at attention then. Was that moans she heard? And thumping? Was somebody having sex in the girl's bathroom?? Hah! Sweet! It would be hilarious if she caught them in the act.

She slowly crept her way over to the last stall. If anyone was making out, it would have to be in the handicapped stall. It was hanging open just slightly... just enough invitation for Stephany to push it open.

She froze.

What lied there before her was a thing... a large inhuman mass of sexual ograns. Nothing but huge breasts, throbbing cocks, and whipping tentacles. She was scared. She backed away slowly at first, but the thing was able to move. Faster than she imagined, too. She bolted for the exit, but took not more than two steps to the right when a tentacle grabbed hold of her foot. It was slimy as hell. Another one forced its way up her pant leg and towards her groin.

Another tentacle grabbed her neck and pulled her backwards making her land on the body of the thing. It was soft because of all the breasts. The nipples shot mutant cum in all directions upon Stephany's impact. The creature was forcing her face towards a large inhuman cock. As Stephany coughed, it lurched foward, stabbing the cock in the back of her throat and shot a load into her. She gagged and punched the creature. Stephany fought for her freedom, and eventually she was slippery enough with slime to slip free.

She bolted towards the exit again, slipped and slamming into the ground a few times. Stephany was about halfway towards the door...

*Something else...

Stephanie joins the Lisa-thing
Unending BE - episode 422119

Stephanie's eye stalks began to drift apart, moving to the side of her head as a new vagina formed her forehead. She screamed in horror, and then ecstasy as the new opening dribbled hot cum down her face. She caught it on her tongue, which had started to mutate and had become both a tongue and a penis, which extended out of her mouth and into her new forehead pussy.

Stephanie began to lose her mind and her memories as wave after wave of intense pleasure rippling through her changing body. She welcomed whatever hideous mutation her body would develop next, and began to become aware of something calling to her...the Lisa-thing that had infected her. Stephanie tore off her clothes and staggered from the bathroom, not caring about the screams of terror and panic from the other humans...but leaving a trail of the mutagenic cum behind her.

The Lisa-thing had managed to move itself out the stall, into the center of the room. As Stephanie ran in, and caught sight of it, part of her wanted to cry at its incredible beauty - the perfect sexual life form, which she was now about to become a part of.

Tentacles and penises all over Lisa began to come to life as Stephanie approached, grabbing the mutant and pulling her into a gaping pussy-mouth with a long penis-tongue, and Stephanie orgasmed repeatedly as her body began to join with Lisa's. For a brief moment, their minds touched, and the two girls celebrated their union as their minds and body became one single grotesque mass of flesh, orgasming and fucking itself...and longing for more humans to become infected and join it.

*We follow someone else who gets infected

Locker room fun!
Unending BE - episode 437819

At the same time Kayla and elise were beginning their... transformations, the administration had caught wind of the strange occurances happening around the campus.
"Remember girls, practice tommorow at 5!" Sheila shouted accross the locker room, as the last of her friends jogged out the door. She was making her way to the showers, when she heard a large crash, followed by a series of screams... suddenly, the door was flung open, "MONSTERS... MONSTERS in the hallway!" someone yelled, if there is anyone in here, im locking the door! get out the back way if you can!" Before Sheila could respond... the door slammed shut, followed by the familiar *click* of a bolt being locked. "what the fuck are you talking about!!" yelled, shiela, as she yanked on the door, "The back way is blocked!!"

Eeew! "what the hell is this stuff!" she muttered to herself, as she withdrew her slime covered hand from the door, "Ugh!" She muttered, the smell reminded her of old socks"

As she made her way over to the sink to wash her hands, an intense tingling sensation in her

*Legs, she suddenly looses her balance, her legs are fusing together to form some sort of massive cock!

Sheila -> Sex-Monster
Unending BE - episode 454849

Sheila's entire body started to tickle. Her penis hardned again and she mind was filled with an incredible lust. She felt her breasts pushing against the ground. She gasped when she realized how fast they were growing. At the same time her nipples disappered and skin was forming between her breasts, merging them into two orbs within a single wrinkled sack of skin. Her breasts had become testicles, matching the size of her dick. They felt wonderfully full and Sheila couldn't wait to empty them.

Immediatelly her penis started to swell and to absorb more of her body. Within second her entire waist and belly rounded and became part of the giant phallus. At the end everything below her new testicles belonged to her massive, bulging cock. The lust was increasing as fast as her sanity disolved into an ocean of pleasure. She moved her arms to her shaft to stroke it.

She noticed that her arms started to change form, too. Fascinated, she saw how a crack appeared between two of her fingers, quickly growing and splitting her changing arms along their lenght. Instead of two, she had now four arms. The rest of her hands and fingers quickly merged into one large fingertip on each arm. Somehow they now looked like the limbs of a very fleshy insect. Sheila rolled onto her back and began to stroke her entire body with her new, insectoid "arms". Each touch was a joyful sensation.

Stroking her dick with two arms, she felt strange bumps appearing on its underside. They quickly swelled and Sheila realized that they were transforming into six large breasts. With a certain "plop"-sound big, thick nipples appeared. Her new appendages were large, at least E-cup and they felt very heavy. The nipples had a lenght of at least 4 inches and reminded her of a cow's teats. Before Sheila could even touch them, warm milk was shooting out of her breasts like white fountains. A scream of pure pleasure escaped her mouth. She wasn't able to stop her divine orgasm, cum and milk were filling the room.

Finally her mind lost even the last rest of her former personality. Pleasure and lust filled the new space and transformed her into a dump, sex-driven creature, not more than a horny animal. Still moaning and filling the room with her white fluids, Sheila entered the last level of her transformation. She didn't even notic how she lost all her hair and her head began to shrink. It looked as if her face was melting and within moments her head lost all features except for her moeaning mouth.

Her neck swelled and merged her deforming head with her torso. At the same time her mouth grew and widened while her lips swelled. When the transformation was over, nothing was left of her head. Her shoulders had become a round bulge which smoothly merged into her torso and penis. At its front was her mouth, at least six times bigger than before. Her lips looked full and soft and they were absolutely feminine. Her orgasm stopped.

The thing which had once been Sheila, licked her wet lips with a long and slimy tongue. It was not satisfied yet. The creature rolled onto it's legs, Sheila's former arms. And there is was, a monster of pure sex. A huge, 4-feet-long penis, permanentally losing pre-cum, with six large breasts on it's underside, also non-stop lactating, a sack with two suitable testicles on it's base.

In front of the testicles was the "head", a huge bulge with an enormous, feminine mouth and the creature's legs which looked like oversized finger, on its sides and a large bush of thick public hair on the monster's small back. This being hungered for more and so it slowly crawled out of the room...

*The former Sheila finds a female victim to transform into a new creature...

1 + 1 = 1
Unending BE - episode 455639

The creature formerly know as Sheila continued its way through the school's corridors, leaving a white trail of slime, cum and milk.

Suddenly a door opened in one of the corridors, Sheila had been a few minutes before. Two half-naked girls looked into the hallway, both frightened by the sudden alarm and the screams.

Jill and Melissa were both lesbians and secret lovers. They had used a free hour to sneak into the empty corridor and half some lovemaking in one of the storage rooms. After the first moments of shock and confusion they had quickly put one at least a minimum of clothes and were now fearfully watching out for danger. They had no idea what was happening but didn't want to get to close to whatever it was.

"Okay, let's go." Melissa was the first to leave the room. She was the male part of the couple. Tall, athletic and full of agressive self-confidence.
Unfortunately she hadn't notice the white trail of fluids and run onto it with naked feet. Additionally she slipped and fell onto the floor.

"Melissa!" Jill came to help and didn't care about the white slime on her bare feet.
She helped her friend back onto her feet but something was wrong. Melissa had a strange expression on her face. A mixture of fear, shock and lust.
Jill had no chance to react when Melissa embraced her, kissing her and knealing her breasts in a wild fury. Jill was confused and shocked but a strange aphrodisiac scent crawled up her nose. Her fear was replaced by lust, Jill felt horny. Without thinking she joined her friend and both undressed each other in a hot embrace of lust. They kissed each other passionately.

Their minds were degenerating in a drastical speed and they didn't even notice how their lips fused together. But the merging continued. First their heads melted with eacht other while their hair vanished. Next their torsos and arms merged. In the end above their joined waist was nothing more than a moving pile of formless flesh.

In a fluid motion their legs changed position. Instead of pointing to the center of their joined form, they now pointed outwards, as if both girls had been merged back to back. The same happened with their genitals while their assholes merged into a single opening.

The transformation continued and both girls minds had already been fused into one [censored] sex-drive.
The formless pillar which had once been both girls' torsos shrinked until it was nothing more than a bulge of the size of a basket-ball.
More bulges appeared on their small upper body and quickly grew into huge breasts with thick nipples and areolas covering half of the breasts.
After a few seconds the entire body above the legs was covered by a dozen of breasts as big as waitermelons which bounced with each movement.

Their tits diretly started to lactate.
At the same time their genitals began to further transform. One of their vaginas grew and swelled. Their shared anus changed too. It moved towards the swelling cunt, fusing with it and forming a perfectly round and soft opening with a thick ring of wet pussy-lips, an organ neither vagina nor anus. The clitoris had vanished, therefore a human tongue came out of the strange hole and licked it's new round lips causing the entire body to shiver.
The other vagina had changed too. It's labia had sealed and swelled into a huge sac filled by two testicles while the clitoris had grown into a long, prehensible penis-tentacle, at least four feet long and 5 inches thick.

The creature began to try out it's new maleness and moved it to it's circular "mouth" which began to suck it.
While pleasuring itself, the creature began mutate even more.
Its legs started to shrink. Simultaneously its feet swelled and grew. They doubled in size while the legs themselved completely vanished into the small body. The creature had to stand on its toes for getting it's genitals above the ground.

With a disgusting splurp-sound it shot a huge load of cum into it's own mouth, enjoing its first orgasm in its new form.
Akwardly the tiny creature began to walk on it's feet. With clumsy motions it ran into another corridor to find a possible sex-partner.

Jill and Melissa were lost forther....

*Continue Melissa/Jill's adventures....

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

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

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

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

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

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

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

*Something Else

the fly-demon strikes
Unending BE - episode 458040

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

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

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

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

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

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

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

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

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

*She gives birth to mutant insects...

Christine the Slug
Unending BE - episode 460221

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*Claire found a naked woman in the telephone box.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"To us." was Alexis' simple reply.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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