Topic: Mutant Land - By Demon Man & Others

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Mutant Land: Lisa Goes To School
Unending BE - episode 331952

Lisa scratched the bite mindlessly. She looked at her shoulder... it was all red and irritated, and her skin showed obvious signs she had been raking it with her fingernails. It looked horrible, she thought. She wanted to go home and change clothes, so she could cover it up. At least grab a sweater or something to throw over it. But there was no time now - the bus was coming around the corner. The mosquito bite would have to sit in plain view the whole day. Lisa stood up and readied herself to get on the bus, taking a moment to pity herself and curse what she currently thought to be the most hideous and noticable blemish ever.

She made her way to school finally, scratching the bite more and more frequently. First period rolled around, and she took her seat on the far right of the classroom. She was thankful that she sat so far to the right, so her irritated shoulder faced away from everyone else. She was especially thankful that it was facing away from Stan, who was her current infatuation at the moment. He sat directly to her left, one seat up. The diagonal positioning allowed her to look at him, and still pretend like she was staring at the front of the classroom. And she did just that. She stared at him for what seemed like hours, but was, in actuality, only about 10 minutes. Meanwhile the teacher lectured the class.

She wanted Stan more than anything else. For a while back, she thought she was starting something with him. He seemed interested, and she was definitely interested. But then another girl came into the picture. Danielle basically came swooping down and in less than a week, Stan barely knew who Lisa was anymore. This killed Lisa. She felt worse and worse about it everytime she saw him.

However, today was a little different. As she sat there, arms crossed.. her left hand absently scratching at her mosquito bite.. she found herself getting more turned on than she usually did. As she sat there, staring at him, she felt hot, and all kinds of thoughts were racing through her head. The scratching on her arm started to feel really good. Almost erotic.

"--and what does the textbook say about their three main purposes... Lisa?"

Lisa heard her name and snapped out of it, startled.

"Lisa? Do you have an answer for us, or were you having trouble paying attention?"

Lisa tried to speak up, but she was having problems. She was all hot and her skin was flushed. She felt extremely horny and the teacher's question had thrown her completely off balance. She couldn't think, or speak. Actually, she tried to speak, but there was something weird. Her tongue felt all swollen and stiff. She was trying... trying really hard to say something... anything. But all that came out were unintelligible noises. Actually, the feeling of her stiff tongue scraping against her teeth felt great and just made her even more horny.

Lisa started to panic, and unfolded her arms about to make some sort of wild gesture. But as she removed her right arm from against her chest, she noticed her arm just about stuck to her shirt. She looked down and saw that it seemed to be lathered in a sticky, clear, salty smelling liquid. The substance seemed to be soaking out the front of her shirt, which was thankfully black. Strings of the stuff were still suspended from her arm to her shirt. She grabbed her left breast. The shirt squelched under her hand, and her nipple was ultra hard.

"Lisa." The teacher's voice was starting to sound irritated at the student's lack of response, and strange behavior.

The totally confused yet incredibly horny student leaped out of her chair, sprinted across the back of the classroom, and out the door. She stumbled halfway down the hallway, but managed to make it to the women's restroom without much incident. Luckily it was the beginning of the day and so the restrooms had barely been used, and were more or less as sanitary as they really get. Lisa massaged her left breast and furiously scratched her bug bite as she raced to the back of the restroom and shouldered her way into the handicapped stall. She tore her hand away from her breast and locked the stall, getting the sticky fluid all over the lock.

She stumbled backwards onto the toilet and fumbled the belt, button, and zipper open on her shorts. She didn't even pull them down, she just shoved her hand into her panties and started fingering away. She used her other hand to pull up her tube top around her neck, and then peeled her black bra off of one of her tits, with a wet slathering sound. It was super slippery... totally covered in the sticky stuff that seemed to be oozing out of her painfully erect nipples. She used her hand to massage her breast, while she erotically and consistantly bit her stiff, swollen tongue. Her hand explored the rest of her body while she fingered herself. She felt a few lumps in places she knew she wasn't supposed to have lumps. But Lisa didn't seem too worried. Even though the lumps were pulsing, and straining inside her body, they filled her with erotic pleasure. Her body was changing in ways she didn't know or understand. All she knew was that it felt good.

*Lisa's body mutates in the stall...


Re: Mutant Land - By Demon Man & Others

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...


Re: Mutant Land - By Demon Man & Others

cha, cha, changes... twisted changes.
Unending BE - episode 392005

Stephany Runs down the Hallway, narrowly getting god only knows what from the Mutant Lisa. "Wha the Fuck was that!" Stephany Exclaimed. Stephany Goes to a Differant Bathroom to avoid what happened to her, as she washes the Mutigentic cum off of her. She then walks out, feeling like she just smoked alot of weed as the bell rang. She breaks from her daze enough to realize that she is going to be late for Her Health Class.

She immediatly Starts booking to the class because she knew that they were going to discuss male anatomy that day... and she was giddy with excitement and her vagina stirs with forbidden thoughts of Penises. She sits down in class as the second bell rings. She is Sitting between a Large brested Redhead with a snotty attitude and a Small breasted Raven haired Girl who was reviered as a social outcast. "please everyone take your seats!" The teacher Exclaims. "The topic of out disscusion will be male anatomy today!" Most of the males groaned at the mention of this, but the female's eyes lit up with glee.

Half way to the disscusion, Stephany felt a Burning in her eyes, So she closed them for a bit. Suddenly the raven haired girl Screamed "HOLY FUCK! LOOK AT THIS BITCH!" Subconsciously Stephany wanted to open her eyes to know what what happening, but her mind was suddenly flushed with pleasure. The redhead Yells "Who the hell do you think you are to Be Playing with your Cunt like that in cl... AHHHH! WHAT THE FUCK!"

Suddenly Stephany was able to open her eyes, She screamed as she realized her hand was down the front of her torn, slightly slimey jeans. She ran out of the room into the nearby gym, she ran into the girls locker room and screamed to see that her Eyes were not completely on her face, but they rose up off of it on stalks, like a Snail's or slug's.

She Tried to scream as he Mouth Formed an O and her teeth Began falling out as her Mouth slowly Transformed into a Brownish Star-like Opening, she tried to scream, but the sound of Loud flatulance filled the air. She looked embarrased, and Scared to death at the same time.

She then looked down to see that she had grown 3 more pairs of breasts, with Penis nipples, her fingers had turned into mini penises, Her lower half resembled a Humantaur, with a 5 foot flacid Penis in the rear, and a Huge Vagina in the front. She suddenly grabbed her head to realised she was growing...

*a giant vagina between her eyes


Re: Mutant Land - By Demon Man & Others

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


Re: Mutant Land - By Demon Man & Others

Lisa Monster: More Additions
Unending BE - episode 433083

Elise and Kayla approached the ladies restroom door with caution. The trail of slime went under the door... they just had to see what was inside. Elise touched the door handle. It was slimy. Uck.

"You go first," she said to Kayla.

"Ugh... fine... but you have to open the door."

Elise was taken back, "What? Why? That's gross, it's all covered with goop."

"Well, because you already touched it. No reason for both of us to have icky hands..."

"Fine." Elise pulled the door open a crack, wincing at the splurch sound of her hand wrapping around the door handle. Kayla slowly crept in. Suddenly there was a loud "UGH!" and a thud. Elise yelped and let go of the door. There were no more sounds.



"Kayla, are you okay? What is it? Kayla?"

Again nothing.

Quietly, though, the door was pushed open, and Kayla poked her head out. She had a giganic smile on her face. "Elise! Come here, this is amazing!" She waved her arm for her friend to come inside, and then she disappeared back into the restroom.

Elise felt reassured at her friend's positive attitude. Perhaps they had nothing to worry about afterall. She went forward, opened the door and entered the restroom. What she saw, she wanted to scream, but she couldn't... her fear was beyond that point.

Kayla was up high... she was nearly touching the ceiling with the top of her head. She looked normal until the legs... Kayla's legs had merged and morphed into a large tentacle, and was connected to a large mass of writhing tentacles, cocks, vaginas and breasts. It was a blob of sex, spurting and oozing all over the place. Was that all Kayla?

Kayla called out to Elise, who was several feet below her. "Isn't it wonderful? Just like I said? You have to come over here, Elise!"

Elise couldn't tell, but she thought she wetted her pants. Kayla's torso started to stretch and morph. Her blue shirt danced and stretched around her body. Elise could see more breasts ballooning underneath the fabric...

Kayla lowered herself to Elise's eye level. "Come on, join us." A tentacle... what used to be Kayla's arm, wrapped around Elise's neck and lifted her off her feet. Kayla pressed her lips agaisnt Elise's, and Elise felt something large and slimy push its way into her mouth, past her teeth, and started down her throat.... waaay down her throat.

She felt her body start to pinch and twist. Her nipples were hard now... she couldn't see, but they were so very hard. And they were longer now, because she could feel them pushing her bra to the sides. Or maybe that was from the breasts inflating from her back.

She felt her jeans shred and she felt that she could feel more than just her legs... maybe they were becoming tentacles... or maybe cocks. Or breasts or vaginas. She wanted to check, but she found that she couldn't see anything now. She no longer had a face. Neither did Kayla. Their heads somehow melded together. She felt their hair fall out, and what she couldn't see, but she knew to be nipples forming on the tops of their heads...

Then she could feel what the rest of the creature felt. She? Was it her? She didn't know who she was. She felt like more than one person, yet she didn't...

*Somebody is exposed to too much of the cum in the hallway or the girls' locker room and begins a separate transformation...


Re: Mutant Land - By Demon Man & Others

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!


Re: Mutant Land - By Demon Man & Others

Bizarre Dickgirl...
Unending BE - episode 454614

Sheila fell onto the floor.
She felt an upleasent sensation in her legs. A strange mixture of stretching and tickling, as if her legs were melting.

She rolle onto her back too see what was happening.
She couldn't believe her eyes. Her legs were actually merging together and swelling into a formless tube at the same time.

The swelling mass of flesh caused her shoes and socks to burst.
Sheila was abe to feel the transformation moving under her short skirt and her panties being torn apart.
She wanted to scream but the shock paralysed her voice. Nothing came out of her mouth except for desperate whimper.

Ferfully lifting her skirt, she saw her entire crotch being absorbed by the changing flesh. Nothing was left of her pussy. Therefore her public hair was growing a thick long fur and spreading around her hips and up her torso until it reached between her breasts.

Meanwhile her former legs were still transforming. The thick tube was as long as her legs had once been and as thick as her hips. Thick veins formed under her skin and something seemed to form at the top of the sausage.
The flesh under the skin was slighty bulging and got a certain form.
Suddenly the skin at the top was slighty pulled apart, as if something was breaking though her body.
Sheila was close to a mental breakdown, her legs had been turned into a massive penis inclusive foreskin and it's pinks head was now clearly visible.

The transformation was over. As if someone pushed a button, Sheila's fear and shock were suddenly washed away by a new sensation coming from her new organ. A warm pleasure caused by the cold floor and her slight movements.

Sheila new it was wrong and she should scream and search for help but that new feeling was too heavy, too overwhelming. She began to touch her new organ and the feeling caused her to moan.

She started to rub what had once been her legs. It felt good and the sensation was growing. She rubbed faster and faster and moved her body on the floor to stimulate her dick even more.
A mindbreaking orgasm was the result. She shot her semen onto the wall.
A massive stream of cum filled the room.

For a moment Sehila lost her consciousness.
Her mind was now completely overwhelmed by her lust. She wanted more.

If just a small amount of this slime could give her such much pleasure, what could it else do? She slowly moved toward the door. It was not easy due to the additional weight of her limp penis.

She took more slime from the door with her right hand and moved it towards her face. With a mad grin she licked it and finally devoured the all the slime on her hand.

Quickly she felt that strange tickling again....

-Her head is absorbed into her head, just leaving a huge slimy mouth with thick female lips and a very long tongue...
-Her arms split into four insectoid legs...
-Her breast transform into huge testicles...
-She gets six, giant lactating breasts with dicknipples....
*All of the above...


Re: Mutant Land - By Demon Man & Others

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...


Re: Mutant Land - By Demon Man & Others

Unending BE - episode 455090

Milly was on the uppermost floor of the school when the chaos began. She was the only person there, she was orderd to bring the model of a human heart back to the archive. She didn't notice anything until she heard scream and looked out of the window, just to see terrified students running out of the school.

Of course she thought there is a fire. Fear was crawling up her mind and so she quickly ran out of the corridor back to the staircase.
She almost stumbled. The school seemed to be already empty, although she heared muted screams from other parts of the building.
When she reached the 3rd floor she ran into a corridor. The quickest way to the nearest exit. Somehow the architects who created this school were probably obsessed by labyrinths.

Suddenly something blocked her way. Milly was suprised, schocked and confused at the same time. The additional adrenalin in her bloodstream didn't make things easier to understand. After the the first moments of disbelieve, she almost collaps because of fear. In front of her was a monster, a bizarre, perverted monster which looked like the result of a silly erotic-horror-monster movie. A walking penis on four insectoid legs with a giant mouth behind the testicles....

Milly had to use a lot of willpower to overcome the shock and turn into the opposite direction to flee from this thing.
But before she even started to run, the monster bend it's penis like a scorpion it's tail and shot a thick stream of cum into Milly's direction.

Though she able to escape most of the shot, some of the white stuff hit her back. Though Milly didn't notice it, she cum slowly moved through the fabric of her shirt into her skin.

She was able to run through two more corridors until the transformation began and she fell to the floor. A burning sensation spread through her body. Milly's thoughts were washed away by a wave of pain which was quickly replaced but intensive pleasure.

Meanwhile her clothes disvolved as if her skin began to produce cocentrated acid. Her skin was bulging and her flesh moving.
Suddenly Milly's arms and legs started to shrink, while her toes and fingers grew. Within moments nothing was left of her limbs, instead her fingers and toes (which had the same lenghts now) were directly attached to her torso. Each of her new limbs had the same lenght, approx. 2 feet and resembled the legs of a centipede on her transforming body.

Milly moaned, her mind following the same cruel fate as Sheila's one.
Her body was losing porportions, her hips became thinner, while her waist widened. Furthermore her body lenghtened. Her entire body became an equally wide, smooth and flexible line which increased the appearance of a human centipede. Milly was wet and her mutating mind screamed for sex.

To her disappoinment her breasts began to shrink instead of growing. They completely vanished into her torso. Meanwhile Milly's hair disappeared, too. She wasn't able to notice it anymore. Additionally her eyes grew a little bigger and became totally black orbs.
Suddenly her neck shrink and thickened. Her head was fused to her torso unable to move anymore.

Milly was overwhelmed by the sensations her body produced and then she moaned for the last time in her life. Her mouth began to move and change.
It moved into a vertical direction and fused with her nose. Her lips puffed out and a knot began to form where her nose had been a few seconds before.
Her mouth and nose had transformed into a huge, wet vagina with big soft lips.

The sensation reached the climax and in a mindbreaking orgasm Milly's mind fell into a dark abyss of pleasure, her humanity lost forever.
While both her pussies were squirting her slimy lovejuices onto the floor, her original genitals began the final change. Her vagina grew and made a 180° turn until her clit was below her asshole which quickly closed and disappeared. There fore her entire rear area puffed out into a big oval bulge. Two black orbs appeared above her vagina. A 2nd head had grown where her ass had just been, with two shiny black eyes and a vagina mouth, completely identical to her original head and filled with the same, deformed mind of a sex-driven animal.

The transformation was finished and nothing was left of Milly. Instead there was a strange two-headed centipede-creature with fingers/toes (there was no difference anymore) instead of legs and neither front nor backside.

Finally both heads released their new tongues which had been hidden until now. Each was a long, thick tentacle with a penis' head at the end.
Each one dripping pre-cum. The creature had a desperate urge to made and so it bend until both heads faced each other. Perfectly equipped they started to suck each other's penis-tongue with their very moveable vagina-mouths.

This way they kept for long time. In a perverted "kiss".
Meanwhile the creature which had once been Sheila continued to walk through the school, driven by it's neverending lust...

*The former Sheila searchs for a new victim to transform...


Re: Mutant Land - By Demon Man & Others

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....


Re: Mutant Land - By Demon Man & Others

Penelope joins in....
Unending BE - episode 455790

The Melissa/Jill-creature or Jillissa continued it's way through the corridors of the floor on a search for humans that haven't left the school yet. And it had luck: Gina, Penelope and her twinsister April had heared music in one of the empty classrooms here. They hadn't even noticed the screams of their fellow students.

But then Jillissa appeared in the room.
"What the heck is this," Penelope was the first who reacted to the strange creature. The other girls were shocked. They didn't trust their eyes.
But Penelope was less frightened, instead she walked towards Jillissa.
Curiously she touched it with a finger to see if its real or fake.
But the creature felt warm and fleshy.

Suddenly Penelope coud smell a strange, stimulating scent.
The creature's pheromones started to work.
Penelope's felt unnaturally horny. First she was confused and tried to surpress the feeling. It seemed wrong but the stimulation grew stronger and stronger. In the end her mind was overwhelmed by mere lust and deactivated her common sense.

Penelope undressed quickly, a dreamy look on her face. She wanted this thing, now. And the thing didn't hestitate. Jillissa quickly moved it's penis-tail towards the nude student. Like a snake it crawled up her thighs and headed for her already wet cunt.

Penelope welcome the creature's sex-organ and bend over Jillissa. She pressed her torso against its bunch of breasts, knealing them with her hands and sucking on the nipples. She drank its milk and enjoyed the feeling of the creature's tail within her sex.

Jillissa came far to soon but Penelope's orgasm didn't stop to built up. Instead the sensations even increased and a new, tickling feeling moved up her body. Jillissa removed its penis from the girl but Penelope didn't stop to play with its breasts.

Suddenly the student couldn't move her arms anymore. She realized that they had fused to the creature's breasts. Penelope was surprised but her still increasing lust blocked all fear or logical thoughts.
Instead she enjoyed the feeling how her body was more and more absorbed by the monster's skin.

April was shocked. Fear had held her back when her twinsister was fucked by that bizarre blob of genitals but now she had to do something. She couldn't let her sister being absorbed. Crying she ran towards her sister.
But Jillissa was faster and answere the girl's rescue-attempt with a thick shot of it's cum.

The impact was strong enough to throw April ba few feet back onto the ground. Gina ran to her friend and tried to help her up but April seemed unconscious.

Meanwhile Penelope had been further absorbed by the creature. Her mind had already become a part of Jillissa.
Gina could only see how her friend's upper body finally vanished into the creature and the rest of her quickly followed.
Soon her waist disappeared and her crotch began to melt into the monster. But instead of disappearing Penelope's genitals began to change. Her vagina and asshole merged together into a rounded opening identical to the one below them. Quickly the new sex-organ changed position and moved towards Jillissa's asscunt which moved a little to the side to make place for the second opening. Moments later Jillissa had a new second "mouth" directly next to its original one.

Only Penelope's legs were left. They started spread and move sidwards. Each one ended up between Jillissa's two pairs of feet.
Not suprisingly Penelope's legs shrinked while her feet swelled, similar to Jillissa's ones. After a few seconds the creature had a third pair of feet identical to it's original ones.

But the transformation was not over yet. Penelope's absorbed mass started to take effect. Jillissa's entire body began to grow, its breasts swelled and the penis-tail doubled in size. In the end Jillissa seemed more than 50% bigger and it's genitals even more.

A strange wet sound left the creature's bizarre mouths.
Aggressivly it bend it's tail towards the other two girls who'd soon be transformed, too.....

*The creature merges the remaining girls into a sexual partner...


Re: Mutant Land - By Demon Man & Others

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


Re: Mutant Land - By Demon Man & Others

Birth of the Fly-Devil
Unending BE - episode 457639

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

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

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

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

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

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

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

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

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

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

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


Re: Mutant Land - By Demon Man & Others

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...


Re: Mutant Land - By Demon Man & Others

Christine's Children
Unending BE - episode 458417

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

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

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

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

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

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

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

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


Re: Mutant Land - By Demon Man & Others

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....


Re: Mutant Land - By Demon Man & Others

New Slug
Unending BE - episode 464117

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

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

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

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

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

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

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

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

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


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


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

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

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


Re: Mutant Land - By Demon Man & Others

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.


Re: Mutant Land - By Demon Man & Others

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

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

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

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

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

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

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

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

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

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


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


Re: Mutant Land - By Demon Man & Others

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.


Re: Mutant Land - By Demon Man & Others

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

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

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

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

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

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

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

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


Re: Mutant Land - By Demon Man & Others

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."


Re: Mutant Land - By Demon Man & Others

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

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

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

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

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

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

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

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

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


Re: Mutant Land - By Demon Man & Others

*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.


Re: Mutant Land - By Demon Man & Others

*Claire finds Poppys cat and decides to fuse it to the neighbour to make a sexy kitty girl plaything

Claire wondered what she would do next.

She could try flying the rest of the way home, but it didn't really seem important anymore. The night was delicious and she was bound to find something kinky to do out here. Of course, she sadly acknowledged, she was unlikely to find another beautiful woman naked in a phone booth. But still, there was bound to be something...

Her train of thought was interrupted when a grey cat with black stripes rubbed itself against her leg on Poppy's lawn. "Fluffy!" she heart Poppy's quiet, faint voice cheer from within her, dwarfed by the wave of happiness Claire empathically felt.

"Meowr," Fluffy demurely purred as Claire picked the cat up. She held the cat to her chest, letting five clit-tentacles unfirl from her right nipples and begin stroking the cat. It purred happily, seemingly put at ease by the petting and scent of her owner Poppy.

"I should really do something with you, kitty," Claire said, savoring the sensation of the animal's warm fur on her delightfully sensitive new clitoris tentacles, "if it weren't for you I would never have met darling Poppy. You deserve a reward, little Fluffy, yes you do..."

Alexis stirred in Claire's mind, "it's a nice sentiment, but transforming a cat might not be the best idea. They're simple things, and will have trouble appreciating anything complex... but I think we can work around that."

Claire impulsively looked up to the house next to Poppy's. "We find someone to merge the kitty with?" It seemed so natural now; problems had simple and elegant solutions, most of which involved transforming people. It all fit together so nicely it made Claire giggle for an instant.

"Alexis, would you please store our darling little kitty?"

Alexis peeked out from beneath Claire's clitoral hood, quickly stretching up like a living penis. While the cat still purred in Claire's hands, the tube of Alexis' form came up to Fluffy's underside and began to stroke, tickling Claire with the feeling of such sensitivity against the cat's soft fur. Even as the clitty-tentalces that used to be Poppy stroked the cat it began to melt, losing distinction as it turned into a violet goo. The cat looked around confused as Alexis began to suck her up, pumping her into Claire's new organ. It tickled in a strange, pleasurable way as the feline's mass was stored inside her.

She felt rather than knew that a cute red-headed woman named Elizabeth lived in the next house. She had a slender figure, green eyes, freckles, and would make a fantastic kitty girl. Poppy's experiences didn't give her much else; apparently they didn't really talk to each other, but she was close and cute and that was more than enough.

She walked over the lawn to Elizabeth's house. It was pretty much identical to Poppy's, probably built along the same plans. A quick flex of Alexis' powerful muscles and Claire was inside on the second story, through an open window that would have been unreachable to a normal human.

Sure enough, the houses layouts were identical, and in an instant Claire was looking over a bed where the woman of the house slumbered. Elizabeth must have been warm, because she kicked off her covers earlier in the night, and was now sprawled over the top of her bed. Claire happily saw that Elizabeth slept in the nude.

Elizabeth was a pretty thing, pert B-cup breasts standing up proudly as she lay on her back. Her face was pretty, with large eyes and soft slender lips, beautifully lit by the soft moonlight spilling in from the window. Her shoulder length red hair was untied, spilling around her head like a halo.

As she approached the girl, Claire saw Elizabeth move. One hand drifted to her crotch, another to her pert breasts, and she began to moan.

"Tisha... yes... there... there..." those soft lips whispered between more primal noises.

"Ooh, how adorable," Claire cooed, "she's having a wet dream!" Any doubt Claire might have harbored vanished; Elizabeth would make a perfect sex kitten.

Claire's mounting arousal made her bloom, letting her new additions sneak out of her otherwise human body. The clitoral tentacles blossomed like spring flowers from her nipples, her two penis tentacles crept out from between her legs, and her long tongues began to writhe in anticipation. She gently touched Elizabeth, lightly caressing her modest breasts with her hands and clit-tentacles.

Claire let a single elongated tongue slip from her lips and dart to Elizabeth's pussy. She licked, soaking up the decadent flavor of raw lust on Liz's lips.

"Oh, oh yes..." she moaned, thrusting her hips against Claire's tongue. She opened her eyes, but only seemed to half recognize the creature making love to her. "This dream's amazing!" she gasped.

"Do you know what you want to do?" Alexis asked in Claire's mind, already creeping along Elizabeth's thigh towards her quivering, wet pussy.

"Yup!" Claire replied, happily envisioning what she wanted the beautiful young woman to become.

No sooner had she focused on the image than Alexis plunged into Elizabeth's vagina, beneath Claire's questing tongue, and began to pump in the essence of Fluffy the cat as she triggered the transformation.

Elizabeth orgasmed instantly, filled with an intense, pleasurable, strange sensation. The cat's essence filled her, transfused across her body, reworking it in its wake. She was instantly aware that she wasn't asleep, that this strange thing was actually happen, that her body was changing before her eyes, but she found she wasn't truly alarmed by the fact. This strange being before her, bizarre and alien, smelled like owner and petted her nicely.

Elizabeth's arms and legs changed first. Her hands receded into compact, padded paws and the tips of her feet did likewise. Her legs shortened and her arms elongated slightly, until they resembled nothing so much as the limbs of a large cat. New nipples appeared along her belly, six below her current breasts. With a pleasurable surge, each one began to rise atop a ballooning, soft cushion of flesh. Claire ran her hand over the eight decadent, crowded boobs that now dominated Elizabeth's underside.

Elizabeth wriggled in pleasure as she changed, Claire's administrations never ceasing. Her pussy, still delightfully full, burned with desire and sensitivity. Her moans were abruptly cut short, however, as she felt her mouth grow tight and close. Her tongue didn't recede, however, and instead seemed to grow larger, broader, and more flexible. She pushed it out of her now vertical lips and was rewarded by the feeling of wet warmth against her labia.

The final changes swept over her. Elizabeth's body sprouted fine, soft fur the same red as her hair, broken with white stripes in the pattern Fluffy had. Her ears migrated up, poking from the mane of her hair in a purely feline shape and a two foot long, furry tail sprung from above her ass. In her mind the experiences and memories of Fluffy bled into her own, mixing until they were utterly indistinguashble.

Elizabeth knew she was in heat, and somewhere in her mind knew she always would be.

Claire pulled back her tongue to examine her handiwork. The girl next door was now a perfect mix of woman and cat, completely quadruped with eight large, fully, bouncy breasts hanging beneath her. She looked up at Claire, cat green eyes staring at her with a begging, longing lust.

Claire was more than happy to oblige her new pet.

Claire's three long tongues shot out from her mouth, and she set them to lavished Liz's eight breasts, slipping between them and over them, always pausing an instant to tickle the sensitive, erect nipples. Her two cock tentacles plunged into Liz's twin pussies while her still normal hands stroked and petted her rich scarlet fur. Elizabeth thrust her hips rhythmically with the penetrating motions of Claire's penis tentacle while her pussy face and tongue greedily sucked the other.

The pair continued until, once again, the exhausted Elizabeth kitten fell asleep again, to dream of lust and mating while Claire, proud at her work, contemplated her next move.