Topic: Tales of Belial: Festival of Lights 2

Hey all.  This is the first half of my Christmas/Hanukkah/Other wintertime Holiday gift for everyone (It ended up longer than expected, so I’m splitting the story in two parts).  Together we’ll travel back to the town of Wasen and its annual Festival of Lights.  In this half of the story, we meet the protagonist Lauren Adams and her unusual family.  At the fair Lauren meets up with her friends Equina, Ivy, and the Double D twins.  After helping set up, the quintet head off to the carnival for some fun and transformative games.  Needless to say, none of them will walk out looking quite the same.  I hope you’re ready for a story bursting with new and exciting transformations.  If so, read on.


            "I'm back, anybody home?" Lauren Adams called as she stepped through the front door of her house.

            "I'm in the den." her mother, Cecilia, called back.

            Lauren set down her backpack by the stairs and stepped into her mother's office.  "Hey mom, how was your day?" Lauren asked as she kissed the side of her mother's massive spherical form.

            Even after two years, it was hard to believe the giant breast sitting on the desk before her was Lauren's mother.  Or one of her mothers, technically.  Before moving to Wasen, Cecilia had looked a lot like her daughter.  Tall and thin, with shoulder length black hair and a slightly curving figure.  Now she was a three foot diameter bright green sphere decorated with gold coins.

            Lauren always had a chuckle inside when she thought about the design her mother ended up with after becoming a Festival Light.  Money had gotten them into this mess after all, though not in the usual way.  Cecilia had been a top level investment banker, juggling the stresses of ten hour days and keeping a family together.  When Lauren came out to Wasen to look at Stuyvesant University, her mother had taken a short vacation to tag along.  Once she found out about the local tradition of Festival Lights, Cecilia hadn't wanted to leave.  It became a foregone conclusion at that point that Lauren would come here for school.

            "Lots of shuffling numbers around." Cecilia answered.  "In a way, that part of my job never changes.  At least I only have to do it every other year now.  I can't wait for my turn in the charging room."

            When Lauren and her mother went to talk to the local avatar, Addicus, about Cecilia becoming a Festival Light, the older woman wanted a few minor changes.  First off, she didn't want the total helplessness that the other breastwoman experienced.  Being waited on hand and foot sounded fun for a time, but Cecilia knew she would go mad without being able to do something.  Addicus had solved this by giving Cecilia a form of TK similar to what cock- and vagina- women possessed.

            The cost of this was the second change the avatar insisted on.  He was certain that Cecilia would go right back to working just as hard as she did before transforming.  To prevent a second round of burnout, he came up with an ingenious solution.  While the two new Cecilia's would be separate entities, they would share memories.  This would allow them to swap yearly between the family and the Charging room.  It wouldn't be like trying to watch two monitors at the same time, merely that each half could remember things the other experienced.  For example, the Cecilia sitting on the desk before Lauren could remember the business deals put together by the other Cecilia during her year in the Charging room. 

            "I'll bet, you're already starting to glow.  Slacking off work and dipping into your other half's memories?"

            If she still had a face, Cecilia would have blushed.  "Maybe.  It's something you can't comprehend unless you've experienced it yourself.  With luck, you'll get to someday."

            Lauren chuckled and scritched her mother's fist sized nipple.  "Someday, after I find the right man.  I still can't believe Dad took your transformation so well."

            "Honey, this may be awkward to hear, but your father has a huge breast fetish." Cecilia paused a moment to let the double meaning sink in.  "It would turn you crimson to hear all the things I had to do to keep him satisfied with just my little C-cups."  It made Lauren a little insecure to hear her mother describe C-cups as little, considering Lauren topped out at a B.  Maybe getting turned into a breast so big you defied cup sizes skewed one's perspective.

            "And besides," Cecilia continued, "It wouldn't have to be a man.  You have been spending a lot of time with Equina lately."

            Now Lauren did flush crimson.  Equina was Lauren's classmate and best friend.  Originally from the Realm, Equina had come to Wasen for schooling due to its wide acceptance of transformees.  Like most women from the Realm, Equina had entered a transformation machine as part of her adulthood.  She was from New Amora, a recently built settlement in Lherimgard, on the west side of the Realm.  It was mostly populated by immigrants from the Empire, who wanted the simpler and/or transformed life of the Realm.  The initial families sat down with the mana techs and several of Frey'a top avatars to discuss what form their town transformation machine would dispense.  They wanted something special and after a long discussion, asked for something similar to what Fhenhaim had down with their cockwomen.

            The result were anuswoman like Equina, often refered to as NA anuswomen.  Her assface and legs were large and muscular like a horse's and similarly covered in a very short and fine layer of hair.  They had tails as well, though those poked out the back like a ponytail instead of covering the anuswoman's face.  The most complex part of the change involved the new anuswomen's hands.  At first glance, they appeared to be hoofed like a horse.  When examined from below, it could be seen that the hoof extended in a thick ring around the hand inside.  These hands could be tucked inside for safety or extended out to manipulate things.  This allowed NA anuswomen to be comfortable and productive both inside and outside.

            "Mom!  Equina is just a friend.  She didn't know anyone from the Empire when she moved here.  I was still dealing with your change and Equina had just undergone hers, so we had that in common."

            "I know dear, I'm just teasing you.  But if you two ever do decide to move forward she'd be welcome in our family."

            "Sorry to pop your dream bubble mom, but Equina has a boyfriend."

            Lauren was saved from further explanation by a beep from the computer.  Cecilia used her TK to spin around on her stand and examined the screen.  "Damn, I really need to respond to this e-mail.  So many things to get done before the changeover.  I don't know how your other mother did it."

            "The oncoming prospect of the charging room is a powerful motivator."

            "Indeed.  I'm so horny I'm going to strip a layer of skin off your father's dick tonight."

            Lauren mimed sticking her fingers in her ears.  "And now we've hit the point of too much information.  I think that's my queue to go.  I've got homework to do anyway."

           Lauren was a sophomore as Stuyvesant University.  The school have been founded by a rich airship magnate almost twenty years ago, after his third wife showed an interest in transformations.  He choose Wasen for its transformation friends attitudes and used his wealth to make it an Assiah recognized institution.  Lauren was there studying interregional relations with the hope of working for a business that moved goods between the Empire and Realm.  Equina was there studying for the same reason.

            As she grabbed her backpack and bounded up the stairs Lauren heard her mom call after her.  "Do me a favor and check in on your brother.  You father is bringing home dinner tonight but he still needs to set the table."

            As she reached the top of the stairs Lauren took a left instead of her intended right.  At the end of the short hallway was her brother's mostly shut door.  Pushing it open, Lauren called, "Hey Rod, what's happening?"

            Across the room, Lauren's brother Roderick quickly tried to minimize something on his computer screen.  Before the window shut Lauren swore she saw something pink and hairy.  Roderick spun his chair around to glare angrily at his sister, but his face was still red with embarrassment. "Don't you ever knock?" Roderick exclaimed

            Two years younger than herself and a senior in high school, Lauren considered Roderick her opposite in many ways.  While she was tall and skinny, he was rather short and solid.  She liked people and books and art, while Rod like video games and solitude.  In fact, his anti-social behavior had gotten worse since their mother’s change and the move.  Lauren had always meant to ask him about that, but never found an appropriate time.

            "Sorry.  Mom wanted me to tell you to set the table before Dad gets home."

            "Fine, you've told me.  Can I be alone now?"

            "Sure, I've got stuff to do anyway."  Lauren was halfway out the door before she added, "I'll give you some more privacy for your masturbation session."  With that she slammed the door quickly, just in time to hear something bounce off it.  Chuckling, Lauren retreated to her room.  What were little brother's for, if not for their elder sisters to torment?


            Three days later, Lauren was behind the wheel of the family car and heading to downtown Wasen.  It was still early, but the streets were already packed with people and cars.  The Festival of Lights only happened once a year; there was no way anyone within fifty miles was going to miss it.

            "See, I told you we should have left earlier." Equina teased from the passenger seat.  Due to her truncated anatomy, Equina was kneeling on the seat with her butt face coming up to just below the window.  Lauren was thankful that her best friend was short for a NA anuswoman at barely five feet tall.  There were a few who grew up to almost seven feet during the process.

            "We would have, if someone hadn't needed my help to comb out her tail." Lauren countered, just as playfully.  In truth, she loved combing Equina's long black hair.  It was just so soft and silky.

            "Relax girls.  We will get there in plenty of time." Cecilia said from the backseat.  Like many of the cars in Wasen, half of the backseat was a large padded bowl that made it easier for Festival Lights to travel around.

            Lauren pulled the car into one of the special lots for the festivities.  She got out and went to the trunk, where Lauren retrieved a small wagon.  With Equina's help Lauren was able to transfer her mother into it.  However, as Lauren was the only member of the party with more than two limbs, she got stuck pulling the wagon all the way to the intake center.

            "Ok Mom, here we are." Lauren said as they pulled the wagon up to the counter.

            "One last kiss before I go to hang?"

            Lauren leaned down and gave her mother a big wet kiss right on the nipple.  "I'll see you next year.  Go enjoy the event and your break time."

            "Demons know I need it.  Look after you father and brother, and I expect you to continue to do well with your schoolwork. Equina, I expect you to look after my little girl."

            "Yes Ma'am." the anuswoman answered instinctively.

              A padded assembly lifted over the counter and engulfed Cecilia.  It lifted her up and onto a conveyer belt before releasing.  "Don't let the other me get too soft on you.  I'll be counting the days until I see you again."

            "Bye Mom." Lauren waved as the conveyor started up and whisked her mother out of view.  Afterward all Lauren had to do was fold up the cart and put it in the storage area for later retrieval.

            "Wow, that's got to be weird, sending her off like that each year." Equina commented as they walked out of the intake center.

            "It's taken some getting used to." Lauren admitted.  "I know they share memories and everything, but I can still tell the difference between my moms.  While I'm excited I'll be seeing the other one again, I'll miss this one."

            "At least you get to see your mother every day."

            Lauren stopped so fast Equina almost walked into her.  "Sorry, how insensitive I must sound.  I know it must be hard having your parents so far away."

            "It is, but you help."  Equina gave Lauren a friend bump with one cheek.  "Making me feel like a part of your family has helped immensely.  And then there's Hector…"

            "Speaking of which, when are you finally going to bring that poor boy home to meet the family?  I know he's over the moon about you."

            "Soon."  Equina dodged.  "Probably around the time you finally find a boyfriend."

            Ouch, that hurt.  Seeking around for a change of topic, Lauren's eyes caught on the line of women forming outside the transformation center.  Specifically, on one woman.  "Hang on, isn't that Miranda?"

            Equina turned and followed where Lauren was looking.  "Yea, I think it is."

            Miranda was a grad student at Stuyvesant University.  She had been the TA for several of Lauren and Equina's classes.  Both young women liked the grad student as Miranda had been a good teacher.  She was short and blonde, with a body that showed the results of a healthy exercise regime.

            Striding over to the line of woman Lauren called, "Hey, Miranda!"

           The grad student turned and focused on the approaching pair.  "Lauren?  Equina?  What are you two doing here?"

           "Dropping off my Mom.  I'm pretty sure I'd mentioned that she's a Festival Light."

           Equina lifted one of her hooves and used the hidden fingers to point at Lauren.  "Moral support.  That and I needed a ride."  Lowering her hand Equina added, "What are you doing here?"

            "I…um…" Miranda flushed.  "I guess it's rather obvious, considering the line I'm standing in."

            "You want to become a Festival Light?"

            Miranda nodded.  "Since Freshman year.  The only reason I held back was fear over what I would do afterward.  But now I'm finally ready and it's all thanks to you Lauren."

            "Me?" Lauren didn't have a clue about how she'd helped.

            Miranda chuckled at the confused look on her friend's face.  "Do you remember that study session at your house earlier in the year?  The one where you introduced me to your mother?"

            The lightbulb went off over Lauren's head.  "You want to get modified like her.  So you can work and enjoy the change."

            "Exactly.  The hardest part was finding a company that would be willing to hire me.  Even with the change, I'd still be heavily reliant on others.  I happened to bring up the idea while at a group discussion during a career fair and one of the employers there seemed interested.  After going through interviews, I've already got my preliminary hiring papers.  All I have to do is finish this next semester and I'll be set."  The blush returned to Miranda's cheeks.  "He was rather cute.  I'm hoping he might be interested in me as more than just an employee."

            "Well, good luck.  Maybe I'll see you hanging about later."

            "Maybe, I'll keep an eye out for you."  The women hugged and Miranda patted Equina on the flank.  "With luck, you two might find a little change in the air as well.  But I've got to run, the gap in the line is growing."

            Lauren stood there and watched Miranda stride into the transformation center.  She knew that the next time she saw Miranda, the young woman would be unrecognizable.  Lauren wished her friend luck in her new life.  Looking down at Equina, she said, "Well, that was an interesting way to start the morning.  What’s next?"

            "We're supposed to meet up with the Double Ds and Ivy to help set up some of the booths."  Equina pulled a small map out of a pack strapped around one muscular leg and examined it.  Folding the paper back up she said, "This way."

            Lauren and Equina found the rest of their friends helping to unload a truck full of goods.  They were easy to spot from a color perspective.  The twins, Delinda and Daphne…often referred to as the Double Ds as much for their bimbo personalities as the fact they went everywhere together, were wearing a set of their signature eye-wateringly pink outfits.  Today's appeared to be made out of some sort of shiny material, from the corsets crunching their inhumanly small waists to the skirts fluffed out nearly horizontal with white petticoats.  Both wore identical knee length platform boots, elbow length gloves, and elegant chokers around their regal necks.

           It was hard for Lauren to believe that when she first met the twins at the beginning of Freshman year, they were a pair of gangly and fraternal twins.  Apparently, they had been still working out who and what they wanted to be.  The answer to that question evolved over the semester until they finally made a change.  Lauren returned from winter break to discover her friends were now identical bimbos.  Long, voluptuous blonde hair, back breaking breasts, tiny waists, child bearing hips, and legs that went on for miles.  They acted the part too, but underneath Lauren knew they were the same people.  There were also rumors that, underneath their ridiculous dresses both Ds had kept their original equipment.  The few boys they double dates never confirmed this, but said the pair were closer that sibling should be.

            "Slowpokes!" called one of the Ds when she saw the pair approaching.  Without a name tag, it was almost impossible to tell them apart.  "Sis, they're finally here."

           Another D poked her head around the side of the truck.  "Oh goodie, the unloading can go even faster.  Ivy, Lauren and Equina are here!" she called further down the street.

            A moment later a green figure stood up and headed in their direction.  Ivy had won a Demon's Eve for Life contest Freshman year, dressed as, what else, a plant.  The change left Ivy with vinelike forearms and forelegs and green, fibrous skin.  She had a huge red flower growing out of her butt like a spider's abdomen, along with smaller ones hiding her breasts and crotch.  Other than those she was completely naked.

           "Where have you two been?" Ivy asked as she approached.  "You were supposed to be here twenty minutes ago."

            "Sorry." Lauren apologized.  "We had to take my Mom to the intake center first.  Then we ran into a friend about to undergo the Festival Light transformation.  I think you met her once, Miranda."

            "Ooh, I remember her." one of the Ds exclaimed.

            "She thought our dresses were super cute." her twin added.  Sometimes Lauren thought the pair ran off some sort of telepathy.

           "I guess we should just be grateful you didn't join her in line." Ivy went and picked up another large box from the truck.  Her many vines wrapped around it for a more secure hold.  "After all, you are the last one of us without a transformation."

            "It's totally fun."

            "You should try it, so fun."

            "Thanks Ds.  Now are we going to stand here all day, or do we have stalls to set up?"


            Three hours and a lunch break later, the five friends finished setting up the last booth.

            "Thank you ever so much for the help." said the stall's owner, a specialty beer seller from Morberg.  She was a cockwoman, with possibly the biggest set of balls Lauren had ever seen.  Even when standing they almost dragged on the ground.  "Come back later and I'll offer you a drink." the cockwoman gestured to the row of tankards decorating the front of her stall with a telekinetically held clipboard.

            "It's traditional." Lauren told her.  "I hope you have a good Festival."

            Lauren walked away from the stall and over to where her friends were in the middle of a discussion.  "I think they're still bringing in the art exhibits." Ivy told the group.  "But the carnival should be open.  How about we check it out?"

            "Sound good to us." the Double Ds exclaimed in unison.

            "I'm in." Equina added.


            "What?"  Lauren realized the entire group was staring at her.  "Oh sorry Ivy.  Yes, the carnival sounds like a wonderful place to start."

            As the group started walking in that direction Equina sidled up to Lauren. 
"Something on your mind?"

            The answer to that was complicated, so Lauren simple shrugged.  "Just wondering if my brother and Dad are here yet."

            If Equina could tell her best friend wasn't being honest with her, she didn't say anything.  "Come on, if we don't walk faster the twins will have won all the good prizes."

            There was no worry of that.  The afternoon was still young and the proprietors of the carnival had come loaded with all sorts of games and prizes.  After a quick stop at a booth to buy tickets, the group entered into the caravel section.  In honor of the occasion, all of the games tended to have a sexual or transformative twist.  Lauren walked past one booth with players trying to pop breast shaped balloons and another that involved tossing small rings onto the two dozen dicks poking out of a board.

            The Double Ds stopped before one booth and were oohing and ahhing over the prizes.  "Look at her, she's so cute." one D exclaimed as she pointed at a plush toy on the wall.  It looked like the rear half of a small furry dog, with the front half composed of a large canine dick.  Lauren recognized it as one of the regional specific cockwoman variants from one of the islands south of the Realm.

            Both Ds turned as one and rushed to Lauren.  "Please Lauren, will you win it for us?"

            "Pretty please." added the other.

            Lauren wondered why they were asking her until her eyes fell on the game the prize was attached to.  It was a knock'em down style game, with six phallic shaped bottles stacked in a pyramid formation.  There were three such pyramids, one beside the other.

            "Excuse me sir, how much would a throw cost?"

            "Five tickets for three balls young lady."

            "And what would it take to win the doggy cockwoman doll for my friends?"

            The merchant looked from the doll to the twins, who were staring at it like a starving man stares at a steak.  "One full knockdown, all six bottles, will do the trick."

            Lauren handed over the tickets and picked up one of the balls.  She hefted it in one hand and considered how best to aim her shot.  Lauren turned the ball over in her hands a few times before winding up and letting it go.  The ball zipped into the bottles, striking where the bottom center bottle touched the middle two.  This knocked the center out of the formation and the toppling bottles knocked over the other two.  Before the operator could say anything Lauren picked up a second ball and pitched it at the second stack of bottles with identical results.  With the final ball Lauren completed the set, unseating the last six bottles.

            There was silence around the booth, broken only by the clinking of fallen bottles.  Lauren felt herself blush as every watching eye turned in her direction.  "Now might be the time to mention I was the captain of my high school softball team.  And the pitcher.  We went to regional's twice…"

            The vendor chuckled.  "Teach me to underestimate a customer.  I think you've earned these."  The big man reached up, unhooked two of the dolls, and handed one to each D.  The women cooed and immediately started stroking their prizes.  If they had been real cockwomen, both Ds would be covered in ejaculate right now.

            "And this is for you lass."  Lauren turned back to the proprietor to see him holding out a small vial.

            Lauren instantly know what it was, inside the glass there would be a transformative potion.  D-cum, alchemy, and all that.  Once again the conflict she had felt earlier rose to the surface.  "That's very generous, but we've already won two prizes."

            "Lass, I've been working this booth for almost a dozen years.  Do you know how many people I've seen pull off a stunt like yours?"  Lauren shook her head.  "Four.  One was a baseball player, like you. Two more were heavily transformed.  The first was an anthro bird, which helped her naturally understand the ball's flight path.  The second had six eyes and tentacles for arms.  It was more of a dunk than throw for him."

            "What about the last one?" Ivy asked.

            "Ordinary lad, as far as I could tell.  Just damn lucky.  I saw in the paper a year later he struck it big in the regional lotto."  The merchant shrugged.  "Some people are just born lucky.  Anyway lass, for brightening up my day I'd say you've definitely earned this."

            "What will it do?" Lauren asked as she took the vial and studied the faintly glowing liquid within.

            "It will give you a little more up top."  The merchant gestured to his broad chest in demonstration.  "It will also add an extra pair.  I got a set of them as I found they were popular prizes for both male and female players.  Don't worry, the potions from a very reliable studio.  The same one my wife went to when she wanted a change."

            "How did she change?" Lauren asked.

            The vendor scratched the side of his head.  "It was after she took a vacation to visit her sister in Jizza.  I always used to call her my fox, then suddenly she actually wanted to become one.  She's now five and a half feet of the silkiest black fur you've ever seen.  The only strange bit was she wanted a foot long cock to go with it, but what can I say, she definitely made that change worth it."  Seeing the look on his audience's face the man grinned.  "Perhaps I've said a bit too much.  What do you think lass, do you want to give the vial a go?  If you don't, I'm willing exchange it for another prize."

            "Come on Lauren." Ivy grinned.  "Aren't you tired of being the only normal one in our group."

            "Yea.  And aren't you jealous of the fact your Mom had larger breasts…or the fact she is now a large pair of breasts?" Equina added.

            "Boobies, boobies." was the Ds eloquent addition to the debate.

            "You guys and your peer pressure." Lauren chuckled.  Glancing down at the vial in her hand, it was becoming more and more tempting to drink it.  "What about support?  My bra wasn't designed for four passengers."

            The vendor's smile grew even wider.  "That's the best part lass.  That vial changes more than just your breasts.  That part of the process makes them nice and firm, but it also strengthens your back muscles to the point you won't need to wear a bra.  At least, not for support.  You might find yourself wearing one to hide the four points sticking out the front from you always being horny."

            Lauren looked from the vial to everyone around her.  "Oh what the hell.  I always planned on getting a change, I might as well start now.  Besides, I'm pretty sure this would be one both my parents will support."

            "Excellent choice lass.  I'm not the only one offering changing vials, so they set up privacy booths at the end of the aisle." He pointed down the how of stalls.  "Now go enjoy your good fortune.  Just promise to come back and show me your new look."

            "Oh she will." promised Equina, who would have been pulling Lauren to the booth if she still have conventional arms.  Instead, she was trying to push her friend that direction with her butt.

            "Ok, relax, I'm going." Lauren waved the proprietor goodbye and headed off in the indicated direction with her friends right on her heels.

            At the end of the aisle Lauren found three changing booths.  Each was around the size of the handicap booth in the local mall, to suit transformations that would drastically increase bodily dimensions.  The one on the far left was currently in use, with soft female moans floating through the walls.  Strangely, they seemed to come from three different voices.

            Lauren opened the door to the far right booth and stepped inside.  Along the left wall was a floor to ceiling mirror, while opposite that was a small bench.  The far wall had a rail at waist height for support.  There was a sign on the wall reminding users that they might want to remove clothing that might be damaged during a transformation.  The accompanying graphic had a stick figure sized man connected by an arrow to a huge herm anthro rhino with little shreds of cloth everywhere.

            Lauren decided this was good advice.  She set aside her backpack and removed her shirt and bra.  Setting them on the bench, she pulled out the vial.  This was it, the big moment.  Lauren thought she'd be more resistant at this stage, after all she’d been debating finally getting changed at the Festival for months.  Instead, Lauren felt downright eager.  She downed the vial quickly and dropped the empty glass into the marked biohazard container.

            Lauren wasn't sure what to expect at this point.  She'd read a lot of stories about transformations, it was hard not to think about them growing up in a world where your neighbor could look more dog than human or random happenstance could see you merged into another person's body.  Some transformations were painful, others pleasurable.  Lauren was really hoping more for the latter.

            What Lauren got was a glowing heat that built up in her breasts.  Lauren cupped them and swore she could feel them growing in her grip.  It wasn't much, maybe a cup, but it was definitely noticeable.  As Lauren released them she found her new breasts were a bit firmer than before, but a quick squeeze proved them to be just as soft.  Lauren was having such a good time playing with her breasts that she almost missed the second part of the transformation.  It was only when her hands brushed against her second pair of nipples that Lauren finally managed to pull them away.

            In fascination, Lauren watched as the two points on her chest slowly poked outwards, years of puberty in condensed down to a few moments.  After about a minute she was left with a second pair of breasts, just as perfectly sensitive as her top pair (she checked).  Lauren was a bit disappointed she hadn't orgasmed with the change, which was something she read commonly happened.  However, it was a relatively small change.  It was also probably a blessing, as Lauren hadn't packed a spare set of clothes and didn't want to walk around all day smelling like sex.  She would be the only one that did, but Lauren wasn't willing to go that far.  Yet.

            Slipping her bra back into her backpack, Lauren pull her t-shirt back on.  The fit was much tighter than before, leaving all four of her semi-hard nipples easily visible through the fabric.  The thought gave Lauren an unexpected thrill.

            Stepping out of the booth, Lauren gave her new assets a little wiggle.  "So guys, what do you think?"

            "Compared to the woman who came out right before you…I'd say maybe a three." Equina commented.

            "A…three?" Lauren was mortified.

            If Equina still had a face she would be grinning.  Instead, there was a slightly jaunty pucker to her asshole.  "Only on the total bizarreness scale.  That woman had no head and three prehensile dicks with faces.  Compared to her this is nothing.  However, on the hotness scales you're somewhere around beating the boys off with a stick.  If we find a potion that makes them bigger, we might have to elevate to Demon alarm option."

            "Boobies, boobies."  The twins rushed Lauren and began playing with her expanded assets.

            "Hey you two, cut it out." Lauren pushed them back.

            "Relax Double D, I'm sure we can set up play time with them later." Ivy said with a coy smile.  "Or we could see about getting you your own extra pairs to play with."

            "Yay, boobies."

            Lauren rolled her eyes, her friends could be so weird.  "Ok, now that we're done changing me where do we want to go next?"

            Over the next two hours the group tried out a dozen different games and rides.  The twins had insisted on returning to the dick ring toss first.  It took them a few tries, but they managed to finally catch corral the proper number of dicks for a prize.  The proprietor handed over a pair of small vials and whispered in their ears about what they would do.  The twins dashed off to the changing room and returned a few minutes later all smiles.  Lauren didn't see an obvious change, swore it looked like their pink make-up was glowing faintly.

            The next game was a classic involving water guns.  The goal was to aim the stream at the target for a long as possible until someone was the winner.  The twist in this game was the five naked women strapped onto saddles above each station.  When the water hit the target, it would spin up the vibrators in her pussy and ass.  If the game went long enough there would be additional stimulation on her nipples.

            Surprisingly, Equina won the game, balancing on one arm while using her other to aim the gun.  The stocky brunette strapped above her target wailed like a banshee as she was the first of the five women to orgasm.  While the rest of the group congratulated the anuswoman on her victory, Lauren saw three other bikini clad women step around from the back of the booth.  They unstrapped the winner, who sagged in exhaustion from her ordeal.  While one woman helped her behind the curtain, the second took off her bikini and got strapped into the game station by the third.  The game's proprietor caught Lauren's gaze and explained he rotated the woman to give them a break after each game.  Those that hadn't gone off would be extra horny and more likely to win the next game.

            Meanwhile, with Ivy's help Equina drank her prize vial.  The group stood around excitedly for a minute, until it became clear that nothing obvious was going to happen.  "Did I get a dud?" Equina asked, confused.

            "No little one.  The change is only apparent when you orgasm.  Did you see how violently little Ivana came under your ministrations?"

            "She gushed like a fountain.  That was obvious even with the saddle she was sitting on."

            The proprietor grinned.  "Now you will as will.  All of my girls have undergone the change as a demonstration."

            "Cool.  What do we want to try next?"

            The group walked pass a kissing booth occupied by a pair of anuswomen and stopped before large booth mostly taken up by a plastic pond in the center.  Running the booth was a gorgeous woman in a sequined blue and yellow two piece bikini and short skirt combo.  Her mid back length hair matched her suit, mostly dark blue shot with yellow streaks.  As they stepped closer to the booth Lauren saw that woman might not have been the right description.  The operator's skirt had a cleft in front, revealing the large scaly penis hanging lazily from her crotch.

            "Welcome to Catch a Cockfish, I'm Elini" she greeted the group cheerily as they approached.  "Would any of you like to try your hand at acquiring a life changing pet?"

            "I've heard of these." Ivy replied.  "I can see you caught one yourself."

            Elini gestured to her hair and crotch.  "Yep, and it was awesome.  How would you like to try, only ten tickets?"

            Ivy counted out the little stubs and handed them over to receive a rod in turn.  As she examined it Lauren asked, "What kind of bait do you use to catch cockfish?"

            Elini gave her a saucy grin.  "Pussy, of course."  She pointed to the end of the rod, which had a fist sized ball of flesh hanging from the thread.  As Ivy shifted the rod the ball spun, revealing the large vagina on the other side.  "Just dip your bait into the pond and wait until you get a bite.  A good sharp tug after that should secure your prize."

            With the group cheering her on, Ivy cast the ball of flesh into the pond.  She wiggled it around a bit and was rewarded a moment later with a bite.  "Nice job Ivy." Equina called as her friend pulled out the fish.  It was shaped like a dick with a fish's tail and fins.  The scales were a bright purple color.

            Elini brought over a net and retrieved the fish.  "Congratulations on a fine catch.  Now you have two options.  The first is I put this guy in a little baggie and you can take him home to your aquarium.  As for the second…"  Elini motioned for Ivy to step closer and whispered in the plant woman's ear.  They went back and forth a moment before Ivy finally nodded.  She took the net from Elini and called "I'll be right back." as she sprinted for the changing booths.

            "What is she doing?" Equina asked, confused.

            Elini grinned.  "Let's just say she's about to get a little closer with her new friend."

            When Ivy came back a moment later it was obvious to see she had been through some sort of change.  For one thing, her previously green hair was now a lurid purple.  She also had purple marks on her skin that traces mesmerizing lines up and down her green flesh.  Finally, the flower at Ivy's crotch had doubled in size.  It was so big she now had to waddle a bit as if stuck in a diaper.

            "That was…exhilarating." Ivy gasped, still out of breath as she handed the net back to Elini.  "But do you guys mind if we sit for the next game?"

            "They're running bingo over there." Elini pointed helpfully.  "If you hurry, you might make it in before the next round starts."

            Despite Ivy's waddling the quintet make it to the bingo with plenty of
time before the next round.  A half dozen more people drifted in, bringing the total number of players up to almost twenty.  As the announcer and his assistant spun up the cage of balls, Lauren readied her marker in anticipation.

            A half hour later the group left after the end of the game.  None of them had won the grand prize, but Lauren had snagged third place.  She'd been given a vial that would make her bodily fluids taste like cherry.  Unlike the first potion Lauren had no lingering doubts and drank it right away.  In a way Lauren was glad she's only won a minor prize, the second head the grand prize winner grew would have taken a lot more getting used to.  Not to mention, it would have made wearing a shirt quite difficult.

            "I've got time for one more game before I have to go meet Hector." Equina told the group.  "Shall we make this last one a big one?"

            Lauren wasn't sure what Equina meant until she traced where the anuswoman was pointing.  The booth in question was almost two stories tall.  As the group walked around to the other side they could see it was some sort of claw game.  The game itself was standard size, standing maybe seven feet tall.  The rest of the walls of the booth were covered in a wide variety of prizes.

            "Step right up ladies, gentlemen, and those who qualify as both and have a try at my wondrous claw game.  Just thirty tickets a ball, each one guaranteed to award you one of my fabulous prizes.  All proceeds from the Festival go toward alchemy lessons for underprivileged inner city youth." the operator of the booth called.  He was wearing a red and white striped suit with Logan embroidered over the pocket.

            Lauren's mouth hung open as she gazed across the walls of the booth.  There had to be well over a hundred different prizes on the wall and that wasn't counting duplicates.  On the small end there were two long glass cases full of vials.  Slightly bigger prizes included a wide variety of sex toys, some with tags describing the person they used to be.  There were dolls of all different kind of Freyan woman and some common transformees like the women of Suto.  While most looked to be plush, a few seemed to be living flesh.  Another section had strange looking plants and clothing that moved without a breeze.

            But what caught and held Lauren's eyes were the four large spheres at the back of the booth.  Each one contained a naked individual.  The first was a young woman with a curvy figure and fire engine red hair.  The second was a muscular man who appeared to be in his early forties.  As he caught Lauren looking his way the man flexed one large bicep.  The next sphere held a diminutive Waoi shemale.  Her breasts were huge, nearly as large as her head, while her dick was so tiny it would have been lost in pubic hair had the shemale still possessed any.  The final sphere held an athletic looking man around Lauren's age.  Except when she looked down at his crotch, Lauren discovered the two of them actually had more in common than she thought.  The pussyboi smiled and licked his lips in anticipation.

            Lauren wasn't the only one to see the four occupied spheres in back, as Equina asked, "You're giving away living people as prizes?"

            "Indeed we are." Logan waved to the four large sphere and their occupants waved back.  "Those are our grand prizes for today.  Each has volunteered to serve whoever retrieves their ball for an entire week.  This could be as a lover, a pet, or even a sex toy.  Some of them are even willing to undergo transformations for their temporary master or mistress.  So what do you say, does the thought of getting to own one of these handsome and/or beautiful individuals make you want to step up and play?"

            "Most definitely."

            The proprietor showed Equina over to the claw game and explained how to use it.  The controls weren't difficult, the game was more about being lucky enough to pull a good prize than skill.  Equina balanced on one leg and used her other to manipulate the levers around until the claw hovered over the balls she wanted.  The jaws descended, snatched the little sphere, lifted it high, and returned to drop it over the exit chute.  Equina retrieved the ball and handed it over to Logan.

            "Let's see, what do we have here…number 116…that’s a minor vial prize.  I think I know the perfect one for a special woman like yourself."  The man went back to his case of vials, hunted down it for a moment, and returned with one of the little glass cylinders.  "Here you go little lady, enjoy."

            Lauren stepped forward and took the vial, upending it into Equina’s mouth.  "I don't feel any different." the anuswoman noted after a few moments of nothing happening.  "My anus tingles, but…"  without warning Equina stuck out her tongue.  This was notable due to the fact she hadn't had one a moment before, especially not growing out of her ass, and the fact this tongue was almost a foot long.

            "Wow, this is cool, I can totally control it."  Somehow Equina managed not to lisp as she waggled her new appendage around.

            "Us next.  Us next."  Exclaimed the Double Ds.  They handed over their tickets and took turns using the claw machine.  Balls in hand, they rushed over to give them to Logan.

            "Let's see.  Number 165 and 148.  Those will both get random potions."  Logan walked over to the other case and selected two of the vials.  Each had a blue dot on the side, but was otherwise unlabeled.  "Why don't you two little ladies take these over to the changing booths.  As they're random, I'm not quite sure what will happen."

            While the twins dashed off, Lauren decided to take her turn.  When she handed over the ball to Logan, he smiled when he saw the number.  "Congrats, you pulled number 100.  Not only does that get you a random moderate vial, but you also get another draw.  Take your turn at the machine while I go grab your vial."

            Happily, Lauren returned to the machine.  She returned to the counter a minute later and exchanged the second ball for Logan’s vial.  "Whew," he said upon reading the number, "I was worried your little group was going to burn through all my vials.  Instead, you've won one of my clothing options." He retrieved a black sphere and handed it over as well.  "Take this lot to the changing booth and try it on.  I guarantee you'll like it."

            Unsure what she'd find, Lauren dashed off to the changing rooms.  Along the way she passed the twins going the other directions.  Was it just her imagination, but were the Double Ds' skirts tenting rather badly front and back?

            Lauren stepped into the stall and locked the door.  As she had no idea what part of her would change, she followed the sign's advice and stripped down completely.  Besides, it would make it easier for her to try on whatever article of clothing she earned afterward.

            When she was fully stripped, Lauren raised the vial and had a sip.  Unlike the others that had been mostly tasteless, this potion tasted sweet.  The taste was vaguely familiar, but she couldn't place it.

            Lauren became aware of changes as her nipples started to tingles.  She stepped over to the mirror in time to see them cave in, forming a slick slit on the crown of each breasts.  Lauren poked at one experimentally and was rewarded with a burst of pleasure.  It really was a vagina…except on Lauren's chest.

            Lauren felt one more burst of tingling, this time around her butt cheeks.  She turned around and mooned the mirror, unsurprised to find her ass now cradled another pussy between her cheeks.  All six vaginas were practically dripping in arousal.

            "If all my changes are going to be this good, I'm starting to wonder why I waited so long to try." Lauren said to herself as she fiddled with the catch to the clothing sphere.  It popped open with a click, filling Lauren's hands with a black, shiny material.  She'd initially thought the sphere was blacked out as a surprise, now Lauren could see the color was due to how tightly packed the little ball was.  Lauren unfolded the fabric and found herself holding a full body catsuit.

            "Demons, I'll look like a dominatrix wearing this." Lauren muttered. But by the increased dampness at six specific points on her body, not all of Lauren was opposed to the idea.  "Let's see, how do I get you on…"

            It turned out the suit had an opening in the back.  Laurned slipped one foot in, sliding it all the way down until her digits nestled in their individual toe slots.  Lauren's second leg followed the first and she pulled the tight catsuit up to her waist.  Lauren half expected it to have  huge pair of dildos at the crotch, but thankfully the suit lacked such an extra.

            It was a tight fit getting the suit up Lauren's waist.  If it wasn't for the open back, she never would have managed.  Part of the problem was the suit wasn't designed for a woman with a double bosom.  After Lauren slid her hands into the glove portions, the suit stretched so tight over her chest that the lips of her vaginas were visible through the material.

            All that was left was to try and seal the suit.  This proved difficult due to the location of the zipper, but it was almost if the suit was helping.  When it sealed up to the neck Lauren took the opportunity to model before the mirror.  The suit was so tight it was if the black exterior was painted on.  Lauren could see every detail, from the crack of her butt, to the curve of her breasts, to the inviting holes of her many pussies.

            Lauren blinked as that last thought hit her.  It she was wearing the suit, how could see she inside herself?  Lauren tried to tug the material away from her skin, but found it bonded tightly as if glued.  She fumbled for the zipper behind her neck, but Lauren couldn't find it.  What was worse, as she looked closer in the mirror Lauren could see the black of the material slowly climbing up her neck.

            Lauren could have panicked, but she rationalized it wouldn't have done any good.  All she could do now was wait for the transformation to finish.  It should have been obvious from the get go that such an outfit prize might be transformative, but Lauren had assumed it had just been a fetish item.

            The black material climbed up Lauren's face, sucking in her hair and covering her features until her face was nothing more than a black ball.  Somehow, this didn't interfere with Lauren's sight or breathing.  The black material also made no attempt to spill down into her mouth or up Lauren's nose.

            One moment Lauren looked like a shiny black mannequin, the next she was back to normal.  Or normalish.  Lauren's skin was a human pink again, even if it was a bit shiny.  She still didn't have any hair and her facial features were a bit blunted.  That didn't last long as Lauren's skin began to tingle.  It was as if the liquid material of the suit was flowing into her skin.  This mostly happened on her arms, legs, and face.  On the rest of her body, the liquid thickened and darkened until it mimicked the clothing Lauren had taken off minutes before.  It even flowed around Lauren's feet to form shoes.  The only difference from before was Lauren's outfit was skin tight and seemed to be too shiny to be ordinary fabric.

            "It replicated my clothes?" Lauren asked in confusion.  She looked back at the ball, only to find it wasn't as empty as it appeared at first glance.  A handy instruction guide was printed on the inside of the ball.  It briefly went over what Lauren would need to do to adjust her outfit.  A permanent outfit, but one that Lauren could shift into any number of configurations.  She was limited only by the total mass and her creativity.

              Now informed of what to do, Lauren played a bit with her new outfit.  She changed the pants to a skirt, varying the length between ankle and so short her pussy was visible.  Lauren tried a whole bunch of different tops before settling on a kind of corset capable of supporting all four breasts.  To match it Lauren changed the skirt to be knee length in back and barely decent in front with matching knee high boots.  Realizing she needed to get back to her friends, Lauren left the changes at that and rushed to put her now unneeded clothes back into her backpack.  Lauren was almost out the door before she realized she was still bald.  It took another minute of concentration for Lauren to create a facsimile of her old hair.  The ponytail was one solid piece, but would hopefully look normal from a distance.

            When she arrived back at the booth, Lauren was disappointed to see only Ivy waiting for her.  "Sorry Lauren," the plant woman said, "Equina got a call and dashed off to meet with her boyfriend and the Ds got distracted by a pink anthro femboi bunny that walked past.  You know how they can get."

            "Yea, I do." Lauren admitted.  After all she still remembered the time the twins talked the group into going to a fur lovers’ convection.  Keeping them on task was a nightmare, but at least Lauren had gotten her favorite onesie out of it.

            "Anyway," Ivy continued, "I stuck around because I wanted to show you what I won.  Come here boy."

            Lauren's jaw dropped as one of the prize volunteers stepped around the front counter of the booth.  It was the pussyboy and he now had a collar and leash wrapped around his neck.  "You're kidding, scored a grand prize?"

            "I did indeed." Ivy preened.  "Fortune was truly in my favor.  Especially that I got Eras here, a perfect match after one of my previous changes."

            Putting that comment together with what she'd noticed about Elini the fishing booth operator, Lauren could guess at how the pair would be spending their time together.  "Go have some fun with him then, but try not to damage the good too much.  I'm sure the poor boy will want to go home at some point."

            Ivy wrapped the leash around her finger.  "When I'm done with him, he may not.  Come along now Eras."

            Lauren watched as the pair strode away.  Now that’s she was alone, Lauren had to decide where she wanted to go next.


To Be Continued In Part 2


Re: Tales of Belial: Festival of Lights 2

Awesome, looking forward to the next part tongue .

Merry Christmas!


Re: Tales of Belial: Festival of Lights 2

Hey all, this is part two of the story.  Enjoy it as you stay up to wait on the new year.  Thanks to everyone who enjoys my stories.


            Lauren stepped through the glass front doors of the local community center.  The building had been commandeered to host the Festival's art show.  This was a new aspect for this year, put together by a coalition of transformed artists.  There were a few baselines among the coalition as well, but they were either alchemists or those who dealt exclusively in transformed art.

            Front and center a special performance art piece.  Four transformation machines from the Realm were spaced around in a circle.  Each was currently occupied but not activated.  As Festival Lights were modified breastwoman, that machine was front and center.  The great circular column was closed, leaving the trapped woman's breasts on full display.  A sign beside the machine said it would be activated at midnight as part of the celebration; until then visitors were free to play with the trapped woman's assets.

            Taking advantage of this opportunity, Lauren reached out and gave one of the large breasts a squeeze.  Feeling naughty, Lauren leaned in and whispered, "My mother is a Festival Light.  You're going to love being a helpless little ball of pleasurable flesh."  The metal walls of the machine muffled most sounds, but Lauren was pretty sure she heard excited moaning coming from inside.  She wondering how much room the woman had in there, if she was able to pleasure herself while she waited in the dark for her destiny.

            Lauren moved clockwise to the next machine, which was the phallification machine.  It was a two person model with both sides occupied.  The machine was only partly closed, hiding their faces but leaving almost everything else on display.  As she passed Lauren overheard the two women arguing over who would have the larger balls after the transformation.

            The next machine was for making anuswoman.  It was fully closed, leaving the woman's butt and thighs on display.  The woman trapped within was so horny little streams of feminine juices were tracking down the metal.  Lauren gave her butt a pinch and got a squeak in return.  This turned to a soft moan as Lauren's fingers drifted down to play with the woman's vagina.

            Lauren had considered herself straight up to this point, but as she toyed with the bound woman's large lips she had a bit of a self revelation.  The human body was fluid, it was the person within that was important.  There was nothing wrong with being attracted to a female transformee or even a regular woman.  Pulling her hand back, Lauren decided to think more about this later.

            The last of the machines was the one for vaginawoman.  Lauren could hear the sounds of the two women moving around inside and wondered if the machines were normally so roomy.  By the way their legs were waving around, it was pretty obvious what they were doing in there.

            After the performance art machines, what caught Lauren's eyes next was a large statue.  The figure of the young woman was finely carved out of  several types of stone.  One hand was upraised hold a potion ampoule.  The contents spilled down onto her figure, immortalized in white marble.  While the woman's unchanged skin was a light grey stone, her changed sections were the black of polished obsidian.  The arm not holding the vial was a black curling tentacle.   The corresponding leg was growing thick with muscle and gaining extra joints.  A carpet of black breasts covered much of her torso, crawling over the grey stone like a living tide.  The woman's face was half transformed, the black half caving in as if to show her entire head would disappear if the image jumped forward a few moments in time.  What face was left showed a smile, clearly the woman enjoyed what was happening to

            Stepping around the statue Lauren paused to examine another piece.  The best way she could think to describe it was as a diorama of an alien landscape.  Half of it was taken up by a set of pools.  Each of these were circular or slightly oblong and filled with a clear liquid.  Each had a series of darker pink around the edge, giving the impression they were dozens of lips.  The rest of the diorama was filled by rock formations that looked like sandstone body parts.  A rough arch curled around with the outline of thighs and hips, with small holes were a woman's genitals and ass would be.  Other formations looked like upraised hands with spire like fingers or rounded humps that looked like breasts.  Strategically placed around the piece were patches of upright hairs.  By the scale, they looked like skinny, dead trees.

            Lauren’s gaze shifted from the diorama to the description beside it.  The first thing that caught her eye was the fact the instillation was actually alive.  It had been the artist's sister, who wanted to become part of her sibling’s success.  The artist herself had spent two decades making set pieces for movies before trying to turn them into an art form by themselves.  The bottom of the sign listed the artist's need for more volunteers for other pieces and a number to call if needed.

            As Lauren slowly made her way through the gallery, she discovered the diorama wasn't the only formerly human art piece.  There was a glass fish tank in the shape of a kneeling woman, breaths thrust out by arms held back to touch her feet.  Inside, the tank hosted a beautiful set of coral along with several small phallic fish.  Lauren spent at least a minute staring at the eternal ecstasy of the woman's face, her last expression before becoming inanimate.  She wondered if the woman could still sense the world outside or within her.

            Several paintings and their frames had also been people, but these appeared to be older items.  Apparently using living beings as canvasses had fallen by the wayside within the past few decades.  The exception being alchemists, who used D-cum like a brush to create their art.  Lauren was reminded of Ivy as she examined a woman planted in a pot, alchemically changed to resemble a small tree.

            Then there was the small section of people who had been transformed into items of furniture, mostly chairs and tables.  A few even allowed visitors to sit on them.  Lauren felt giddy trying them out, enjoying the feeling of the quivering flesh supporting her weight.

            Lauren had made it almost all the way through the displays when she stopped to admire a huge hanging painting.  It had to be taller than she was and at least four feet wide.  The image was of a silver scaled draconic woman, standing on a cliff at sunset with her wings spread wide.  The glow around the woman's body highlighted the power and majesty of her change.  Looking at the small tag beside the painting, Lauren saw it was Silver Sunset by the Sliver Queen.

            Lauren took a step back for a wider view and accidently bumped into someone behind her.  Turning around, Lauren instinctively said, "I'm so sorry, are you alright?"

            The person Lauren had bumped into was a Freyan cockwoman.  She was wearing a plaid skirt that hid her balls, a small fanny pack, and shoes.  Above the waist the cockwoman was unclothed, leaving her thick phallic torso on full display.  "I'm fine." she replied in a sweet, youthful voice.  "I should have been paying better attention to my surroundings."

            "I think you just stole my line.  I'm sorry to have inconvenienced you, I just got distracted looking at this piece here."

            "I can see why, the detail is astounding."  The cockwoman took a few steps closer to examine the painting for a moment.  "Wow, I've heard of the artist.  She's supposed to be a real up and comer in the art world."

            "I wouldn't know." Lauren shrugged.  "Business major myself.  You want to know histories of trade deals I'm your girl, but I'm strictly a watcher when it comes to art."

            "Really?  When I first saw you in here I thought you might be one of the pieces."  The area just below the cockwoman's glans darkened in a blush.  "I mean, with your outfit."

            Lauren looked down.  Sometime since walking into the art show her clothes had changed.  The tight corset and skirt were still there, but now they were decorated in eye catching geometric patterns.  "Nope, sorry.  These are the result of a prize I won over in the carnival.  I can change my outfit at will; apparently it can read my mind for inspiration as well."

            "Well I like it, the look is very fitting for in here."

            Something about her companion's outfit caught Lauren's eye.  "Your skirt has the logo for Stuyvesant University."

            The cockwoman bobbed her glans.  "That's right.  I'm going to school there after the new year.  I wanted to start in the fall, but I needed to undergo my change first."

            "You mean you haven't always been a big strapping symbol of masculinity attached to a cute pair of legs?" Lauren joked.

            If possible, the cockwoman turned even redder.  "No…it's only been a month.  I'm still getting used to being like this."

            "Getting changed on top of moving out to the Empire for school must be difficult.  I moved out here to go to the University as well.  Part of it had to do with my Mom's wish to become a Festival Light."

            "Becoming a breastwoman is one of the harder changes, or easier depending on your point of view.  The total reliance on others I mean.  I have some cousins who decided to go that route for their transformations."

            "Well, if you need any help while in town, let me know.  By the way, I realized I never introduced myself.  I'm Lauren, Lauren Adams."

            "Myachi."  Lauren felt something tug her hand up and shake it.  The cockwoman didn't have any arms, but that didn't stop a handshake.  "I don't know if you already have plans, but would you mind showing me around the Festival?  I'm sure someone who's been here a few times knows the ins and outs better than a first timer like me."

            Lauren grinned.  "The Festival, like all things relating to transformation, is always changing.  Each year has something different, like this art show for example.  As I've been ditched by my friends for the day I'd enjoy the company."

            Myachi gave Lauren a TK hug.  "You have no idea how much this means to me.  I've been too shy to approach anyone and…"

            "Not to worry." Lauren said as she placed an arm around Myachi's cylindrical torso.  "Have you had your fill of art yet or are there more strange paintings to discover?"

            "Maybe a few more minutes, I haven't seen that corner yet."

            Twenty minutes later, the pair stepped out into the late afternoon air.  Lauren hadn't minded revisiting some of the pieces with Myachi.  The cockwoman was very sweet and demure.  There was something about her voice that made Lauren tingle in a half dozen special places.  "Where to now?" she asked.  "Are you hungry yet?"

            "Maybe in a little while.  We could mozy into the vendor section."

            As the Festival was one of the larger gathering of transformed individuals in the Empire, a wide variety of sellers came out each year.  They peddled all manner of items relating to transformations.  These ranged from special furniture and home modifications to bizarre items of clothing to alchemically created pets (both formerly human and not).  There was also a large quantity of specialty items from smaller crafters in the Realm.

            "What are those?" Lauren asked as they passed a stall devoted to large dildos mounted on sturdy plinths.

            "Perches." Myachi explained.  "They must be from Garn.  The cockwomen there have wings instead of legs, so they land on these sort of perches.  Apparently whoever's running that stall thought there would be a market for them here as well."  The pair passed another stall.  "Ooh, those are mousse pellets!"

            "Mouse…what?"  Lauren asked, but Myachi had already darted into a large stall devoted to all kinds of candies and sweets.

            Myachi returned a minute later with a small pouch floating beside her.  "Here, try one."

            "Ok…" Lauren tentatively took one of the small, dark brown balls and popped it into her mouth.  She chewed for a
moment, surprised at the sweet taste, and swallowed.  "Hey, that was pretty good.  Kind of...chocolatey.  What was it?"

            Myachi leaned in and whispered the providence of the little chocolate balls.  Lauren was glad Myachi had talked her into trying one first.  Otherwise, there was no way she would have been convinced to try anuswoman leavings.  However, according to Myachi they were quite safe, at least for transformed individuals, and considered a delicacy.

            Munching on a handful of the little balls, Lauren led Myachi into the next stall.  This one was run by a travel advisor displaying several different Realm exploration packages.  He and Myachi spent a good five minutes comparing their experiences in different parts of the Realm.  Lauren listened in but didn't contribute much.  Instead she enjoyed looking at the varied pictures on the walls.  Many of the images showed the man in the booth, hiking through the wilds of the Realm or stopping to enjoy the quaint little villages.  With him in almost all the pictures was a vaginawoman, who from the labels Lauren deduced was the man's wife and daughter.  Finally, more interested customers came in and Myachi and the agent broke off their conversations with mutual invitations to stop by if either was in the others hometown.

            As they left the booth Lauren spotted a familiar figure.  "Hey Rod, over here."

            Roderick turned as his sister and her new friend bore down on him.  If he was surprised to see Lauren's extra breasts or strange outfit, he didn't say anything.  Instead his eyes were focused solely on Myachi.

            "Earth to Rod, are you in there?" Lauren asked, waving her hand in front of her brother's face.

            That finally snapped the young man out of his stupor.  "Yea, sorry, it's just…well…you're a cockwoman…"

            "I swear he's not usually this bad." Lauren remarked as her brother turned crimson.

            "It's just…she's so…perfect…" Roderick said, still in a bit of a daze.

            "Hands off, I found her first." Lauren playfully put an arm around Myachi's body.  "Anyway, you seem to have found a little friend of your own."

            Lauren gestured to the small creature sitting contentedly on Roderick's shoulder.  At first glance it appeared to be a small lizard, maybe ten inches long with another seven inches of tail.  What made it different was the fact it had a large scaly vagina where the head should be.

            "What?"  Roderick looked down to where his sister was pointing.  "Oh, that's just Graham."

            "Graham?"  Lauren knew most of Roderick's friends, helped by the fact the number was quite small.  The Graham she knew was stick figure thin boy with a thick mop of blonde hair.

            "We met up after I got here this morning.  After lunch, this lizard woman comes up to us and offers us the ride of our lives if we'd come with her."

            "I assume she didn't mean in a car."

            Roderick blushed harder.  "No, that much was obvious by the way she was rubbing her breasts.  I knew Dad would kill me if I went, he's knocked enough old stories into my head about this sort of thing.  But Graham decided to go with her."

            "If Graham went with her, how do you know that's him?"

            "Because she told me." Roderick replied.  "She found me over in the vendor section a few hours later.  Set this thing on my shoulder and told me I'd missed out on a great time.  As punishment, Roderick was mine to care for.  I don't have a clue what to do, so right now I'm just rolling with it.  For all I know this is an elaborate joke on Graham's part."

            Graham, or the pet that was pretending to be Graham, wrapped its tail around Roderick's neck loosely and nuzzled his ear.  Seeing the affection gesture Lauren remarked, "Either way little bro, I think you're stuck with it now.  Who knows, maybe having a cutie like that will finally help you find a girlfriend."  If Roderick's face got any redder he would be in danger of popping a blood vessel, so Lauren decided to call it quits for now.  "Anyway, see you later Rod, Myachi and I are going to do some more shopping."

            Roderick looked like he had something else to say, but he decided to save face and turned around to leave first.  "That was mean." Maychi playfully bumped her friend on the shoulder.

            "After what he's put me through over the years, he deserves it.  Where do we want to check out next?"

            Lauren let Myachi try out a wide selection of colorful shawls, applying suggestions the whole time, before the pair stopped at a booth stocked solely with large eggs.  They ranged from tiny eggs a chicken might lay, all the way up to monsters almost a foot tall.  The eggs were all different colors, with plenty of reds, blues, and yellows.  Some had speckles, while others appeared to be scaled.

            "Wow, they're pretty."  Lauren remarked as she leaned in to study an egg with pearlescent purple scales.  "Do they do anything, or are they just art?"

            "Oh, they are far more than just pretty objects to look at." the man behind the counter assured her.  In a way he reminded Lauren of the eggs he sold, as the man was so fat he was nearly spherical and was totally bald.  He did retain an impressive mustache, which was starting to grey with age.  "In fact, they'll only stay in that form for a short amount of time if used properly."

            "Really?  How are you supposed to use them?"

            "They are used like every egg is used, to protect and nurture the young inside them."

            Lauren raised an eyebrow.  "And what is growing inside them?"

            The merchant grinned at her skepticism.  "Sex toys."

            That took Lauren aback.  "Pardon?"

            "Each of these eggs," the merchant waved a hand over his stockpile, "hold a baby sex toy.  Ok, they're not really alive, but the magic involved mimics the process.  To hatch them, all you need to do is keep them close to you while you have sex or masturbate.  The egg soaks up the ambient sexual energy and sync to you.  This allows it to morph into the perfect toy.  When the egg has absorbed enough energy it will hatch, revealing your new plaything."

            "That sounds cool, I'll take two."

            Lauren selected the large purple egg from earlier and a brown egg with white spots, passing them to the merchant along with payment.  "A bit of advice." the man said as he slipped them into specially padded boxes.  "Even though each egg is different, they tend to produce similar toys if both are activated at the same time.  Occasionally you'll get a matching set, like a ribbed, vibrating butt plug and dildo, but more often than not you'd end up with two dildos with slightly different paint schemes.   The best way to get around this is set one egg aside and hatch it at a later date.  By then, your tastes might have changed slightly."

            "Don't worry."  Lauren told the merchant as she slipped the boxes into her backpack.  "Only one egg is for me.  The other is for my younger brother, as a kind of…sorry I embarrassed you gift."

            "And giving him a sex toy won't make him even more embarrassed?" the merchant asked, taking Myachi's choice of a midsized bright blue egg.

            Lauren grinned evilly.  "Oh, I won't tell him what it will hatch into.  He'll get to find that out for himself.

            The merchant chuckled.  "Sometimes I'm grateful I'm an only child.  My wife is the second youngest of eight."  With care, the merchant handed Myachi back her box.  As the cockwoman's fanny pack was small, Lauren offered to stow it in her backpack with the others.

            "She's actually the one how laid all these eggs." the merchant continued.  "I proposed the idea of hatchable sex toys one evening and before I knew it she'd lined up an alchemist to work out the change.  She'd be here in the stall to talk about them, but she felt another clutch coming on not ten minutes ago."

            The pair bid the merchant goodbye and left the stall.  "So, what do you think yours will look like?" Lauren asked as they perused the next shop, which sold small ceramic dishes.

            "Probably something huge, purple, and vaguely draconic." Myachi replied.  After a moment she added, "What, sorry, were you asking about my egg or your egg?"

            "Your egg silly.  How would you know what I'd like?"

            "Oh I don't know, I do pick up on a few things.  If I hatch mine in the next day or so, I bet it will look like a tiny version of you.  Maybe standing in a diving pose, with your hands over your head for extra deep penetration, or possibly without limbs and with your breasts to provide a bit of knobby stimulation."

            Lauren froze and stared at her companion is shock.  "Are you trying to tell me…"

            "That I'm attracted to you?  If I have to explain it more clearly I'll need to see if one of these booths hosts a signmaker."

            "Sorry, it's just…well…I've never had a woman become attracted to me before."

            Myachi stood as erect as possible.  "I doubt you've ever met a woman like me before.

            Lauren giggled.  "No, no I haven't."  She paused to think.  "Today has been a big day of first for me.  First time getting a transformation, first time trying transformee only food…" Lauren reached up, grabbed Myachi by the glans, and brought her head down to apply a long kiss right to the slit.  "First time kissing a transformee who isn't my mother."

            "I think I detect a pattern.  If I hang around long enough, perhaps I'll see it."  If it was possible to grin widely without a face, Myachi was giving it a go.

            "Perhaps." Lauren replied coyly.  "But later.  We still have lots to see tonight."

            Myachi leaned in and whispered, "There are a few specific things I want to see later tonight."

            "You really are half cock, aren't you?  Mind always in the gutter."

            "That didn't sound like a no."  Myachi laughed as she strode off toward another booth.

            Two booths later the pair found themselves in the stall run by the Assaih Environmental Protection Group.  From the large signs on the walls, Lauren could see they were devoted to preserving the natural habitats of Assaih, especially those that were the home of rare or endangered creatures.  The booth was run by an enormously pregnant woman in a pretty green sundress who looked to be in her early thirties.  Lauren noticed the dress had a strange set of flaps on either side at around thigh height.

            "Welcome to the EPG." the woman said cheerily.  "I'm Sally.  If you have a minute, would you mind if I tell you a bit about what we do?"

            "Sure." Myachi said and Lauren nodded.

            Sally spent the next five minutes explaining the EPG's efforts to clean up damaged habitats and lobbying to protect others that were endangered.  "After all," she finished, "this place is their home just as much as it is ours.  There's no good reason we can't share it.  By the fact I haven't scared you two off yet, I take it that you're interested in some of our events.  I have some fliers about them here somewhere, one moment."

            As Sally started digging through the piles of paper on the booth's front table, a thick blue tentacles slid its way out of one of the flaps in her dress.  It poked the woman on the arm before pointing at a sheet of paper half under a woodcut paperweight.

            "Oh, thank you Mr. Squiggles.  Sometimes I'd lose my own head if it wasn't attached."  Sally petted the tentacle, which retreated back up under her dress.

            "Um, excuse me, but what was that?" asked Lauren, a bit alarmed.

            "Oh, that was just Mr. Squiggles.  Don't worry, he's completely harmless.  In fact he's quite helpful.  They were designed that way, centuries ago."

            It was Myachi's turn to ask the question.  "But what is he?"

            "Oh, silly me.  He's a dicksquid."  When her audience continued to look at her blankly Sally led them over to a large tank on the back wall of the booth.  In it Lauren could see a half dozen small cephalopods swimming around.  Their upper sections looked a lot like a penis, which is where she supposed they got the same.  Below that were two spherical sections with eyes, followed by eight short arms and two longer tentacles.

            "They're an alchemically created species." Sally continued.  "They live a highly symbiotic lifestyle in coastal waters.  When they are small they crawl up into the wombs of other species for protection.  In return they offer small benefits, such as the helping hand Mr. Squiggles gave me earlier.  Through the bond with their host they can tap into the other creature's senses, allowing them to warn of danger or point them toward food.  As you might have guessed they're quite intelligent and able to adapt to wide variety of hosts.  About the only downside is they prevent their host from becoming pregnant."

            "Then…you're not really…" Myachi began.

            "Nope."  Sally patted her belly fondly.  "This is all Mr. Squiggles.  Normally I'm not quite this large, but he's in the middle of his fertile cycle and I'm packed to the gills with baby squids.  I'll probably drop another dozen before he's through."

            "Wait, now I'm really confused." Lauren scratched the side of her head.  "You call him a male, and yet he's pregnant with more squids?"

            "Silly me, that's just an affectation.  Dicksquids are actually hermaphroditic.  They take a bit of the DNA from their host to randomize the process, which is how they prevent genetic problems.  They really are fascinating creatures, I would have loved to meet the alchemist who came up with them.  It's a pity the species is dying out."

            "They are?"  The words slipped out of Lauren's mouth before she could stop them.  It was a silly thing to say.  Of course the species was in some sort of peril, otherwise they wouldn't be on the wall of a group like the EPG.

            Sally didn't berate Lauren for her silly question, instead she simply nodded.  "Reduced habitat due to fishing, new predators in their territories, swimsuits with bottoms."  Sally paused to let this sink in.  "Anyway we suspect there are only a few hundred left in the wild.  The EPG has started to raise awareness, but it's hard where there are a lot of low quantity alchemically created creatures out there.  The cute ones get attention, but dicksquids fall somewhere further down the ladder."

            "Is there anything we can do to help?" Myachi asked.  Lauren could tell she was quite taken by the plight of the phallic creatures.

            "You already have the pamphlets, so you know when our upcoming events are…" The woman paused, considering.  "There is one way you can help directly.  The dicksquids are most vulnerable when they are newly hatched.  If you two would be willing to…host one, it would drastically increase its chance for survival."

            "Host it…you mean…"

            Sally nodded and pointed at her stomach.  "Don't worry.  They don't become fertile until after five years of age.  By that point, they can be safely extracted with no long lasting consequences and returned to the wild.  Keep in mind they do come with benefits.  Apart from always having a spare hand whenever you need it, they slow the aging process.  Would you believe I turned fifty earlier this year?"

            Both women shook their heads.  "I thought you were early thirties." Lauren admitted.

            "I can show you my ID if you don't believe me."

            "My girlfriend is a giant cock, so I can easily believe slowed aging."  Lauren noticed Myachi shuddered pleasurably at the mention she was Lauren's girlfriend.

            "So what do you think?  Would you two be up for it?  At least for a year or so to allow the dicksquids to mature."

            The young woman exchanged looks.  "Why not?" Lauren finally said.  "It sounds interesting."

            "It would be an easy way for us to help the cause." Myachi added.

            "Excellent, let me get everything together."

            The pair stood and watched as Sally fished two of the dicksquids out of the tank and into small plastic baggies.  She poured in a little water after them to keep each cephalopod moist.  Handing each bag to its respective owner Sally explained,  "Now all you need to do is take these to one of the changing booths.  If you open the baggie and place it near your vagina, the little guys will know what to do."

            After one last round of thank-yous, the pair left the EPG booth.  As they were in the middle of the vendor area, it was a bit of a walk to the nearest changing booth.  Lauren waved at her girlfriend before stepping into her stall.  "See you soon."

            Inside the booth, Lauren concentrated and the skirt around her legs shrunk away to reveal her vagina.  To her surprise, Lauren was now totally hairless down here.  A side effect of the clothing transformation, she supposed.  Opening the bag and placing it to her pussy Lauren said, "In you get little guy."

            Lauren could feel something brush against her most private place.  It tickled and it took some effort to remain still.  The tickling continued up inside her as the dicksquid climbed its way into her womb.  After a minute or two Lauren felt a pleasant warmth and a feeling of thanks coming from her stomach.  Apparently the dicksquid was capable of communicating with its host.  Lauren sent back happy thoughts as she tossed the now empty bag into the disposal bin.  Lauren was almost out of the stall before she remember to lower her skirt again.  She was feeling adventurous, but with the falling evening temperatures she wasn't feeling that adventurous.  Yet.

            After about a minute of waiting and people watching Lauren was joined by her partner.  "That was fun." Myachi said as she stepped out of her changing booth.  "Before we look around more, I'm getting a bit hungry.  Do you mind if we find somewhere to eat?"

            "Sure, I'm getting hungry as well."

            "Do you recommend any place in particular?"

            Lauren thought about all the various food stalls they'd seen so far.  All of it had smelled so good.  Most of it had even looked good as well.  She would need some way to narrow down her choices.

            A couple walked by holding a tankard of beer and Lauren was struck by inspiration.  "The best recommendations come from the vendors themselves.  I helped the beer seller earlier, perhaps she might have some suggestions?"

            "The one from Morberg?  I remember seeing her when we walked by earlier."

            Together, the pair navigated back through the maze of stalls.  The cockwoman stall owner was just handing over a pair of full tankards when she spotted their approach.  "Lauren, welcome back.  Who's your friend?"

            "I'm Myachi."  The two cockwoman gave each up a TK hug and spent a good minute discussing their home towns.

            "As much fun as it is to watch you two swap life histories," Lauren said as she broke into the conversation, "we were hoping to get your advice on good places to eat tonight?"

            "I still owe you that beer I promised."  Even without eyes, Lauren could tell the brewer was staring at her duplicated breasts.  "And now that you've changed a little, I can give you a sample of the good stuff."  She ducked down behind the counter and came up a moment later with two full tankards.  From the small patch of foam on her crown, Lauren had a good idea where the drinks had just come from.

            The brewer handed them over and Lauren took a cautious sip.  She wasn't much of a drinker, but the beverage was so good it was only by force of will she didn't down the whole thing right there.  The liquid was as sweet as honey and Lauren could only taste a hint of the alcohol.

            Myachi shared Lauren's sentiments.  "Wow, this is excellent.  I'll have to go visit Morberg when I head home on break."

            “Let me know if you do and I'll give you a tour of the brewery."  The brewer lifted out two business cards and floated them over to each girl.  She gave them a moment to stow them before continuing, "As for food, what kind are you thinking about tonight?"

            Lauren shrugged.  "I'm up for trying anything you want Myachi."

            "How about something unusual?  Not strange, but something tried only on rare occasion?"

            The brewer thought about it for a moment before bobbing her head.  "Go try the Flaming Tits, over down that way and two aisles over."  She used an empty tankard to point.  "They make these spicy little potato balls wrapped around a meat paste center, then fried in oil.  The end result looks like a tiny breast an nipple, due to where they put in the paste."

            "Sounds excellent."  Lauren glanced around and saw there was now a small line waiting on the brewer's stall.  "But it looks like you've have other customers, so we'll get out of the way."

            Lauren and Myachi easily found the stall they were looking for.  There was a moderate line, which they used to swap stories and sip their drinks.  When they got to the front, the women decided to split a large bucket of boobies.  Food in hand, they decided to find a nice quiet place to eat.  This turned out to be a bench on one of the small side streets.

            "These are really good." Lauren said before popping another one of the little balls into her mouth.  The sauce inside was more tangy than spicy, while the meat was so tender it melted on the tongue.

            "Seconded." Myachi agreed as she tried another ball.

            For Lauren, it was strange to watch her companion eat.  One of the little balls would float up and out of the basket before disappearing through a zipped open pocket of Myachi's skirt.

            "What's it like?" Lauren asked, curious.  "Eating with your vagina I mean."

            "It took a lot of getting used to." Myachi admitted.  "One of the many strange things about this form.  In the days after my transformation I still tried to eat with my piss slit."  She shuddered.  "That didn't go over well."

            "Could I feed you one?" Lauren asked, surprised at her sudden boldness.

            Myachi, on the other hand, didn't find anything strange about it.  "Sure."

            Lauren picked up another of the balls and slid closer to Myachi.  She manuevered her hand through the hole in the cockwoman's skirt and slowly moved it toward her crotch.  The hole was on the side, requiring Lauren to slide her hand between the smooth flesh of Myachi's thighs and her hefty balls.  Reaching blindly, Lauren found the cleft between Myachi's legs and carefully pressed the ball into the hole she found there.  She felt a slight tugging sensation as the muscles of Myachi's vagina swallowed the food.

            "Yum.  My turn."

            One of the battered breast balls floated out of the bucket and up toward Lauren's face.  She leaned forward and bit into it, as if bobbing for an apple floating in midair.  Swallowing, Lauren giggled, "Hey, this is fun."

            "Tell you what…you continued to feed me and I'll feed you."


            Over the next half hour, the two young women went back and forth feeding each other.  They had a great time going it.  By the end Myachi was swaying the balls back and forth to give Lauren a challenge, while Lauren was spending more and more time with her hand up Myachi's vagina.  A few times, Lauren thought she might have felt the movement of Myachi's dicksquid.  Eventually all good things had to come to an end and such it was with the night's dinner.

            "Myachi?" Lauren pulled her hand free and leaned back on the bench.

            "Yea?" the cockwoman replied, using her TK to pull the last few crumbs into herself.

            "What are we?"

            The cockwoman stopped and considered.  "I'm a cockwoman and you're my sexy local tour guide."

            "I mean, what are we to each other?  I know I called you my girlfriend earlier and you didn't object.  I'm just not sure if we're going too fast."

            Myachi snuggled up to Lauren's side and let her glans rest on the other woman's shoulder.  "Lauren, I come from a
society where things can and often do change tomorrow.  We learn to be spontaneous.  The Realm is also a lot more sexually open than here.  We have to be, considering a huge chunk of our population is transformed.  I knew I was a lesbian by the time I was fourteen.  I almost became a vaginawoman because of it just to experience that level of closeness with another woman.  I'm glad I didn't, because if I had I wouldn't be here with you.  I'm not sure if you feel the same way about me yet, but I'm willing to work up to it."

            "Thanks Myachi."  Lauren turned and kissed the cockwoman's glans.  "I think I'm falling for you a little more all the time."

            "What do you think, are you up for seeing more of the Festival?"

            Lauren stood and stretched.  "I think I know the perfect booth to start with."

            In truth the Regina booth was not so much a booth but an entire storefront.  From the last time she was downtown
Lauren remembered the store as being between tenants.  Apparently the landlord had leased it to the charity organization for the festival.

            One half of the store was filled with dozens of tables.  One each were several immobile transformees, with a few bigger ones set on the floor beside them.  These islands were set up to allow visitors to come in and interact with the transformees.  Lauren could see a couple sucking on the dicks of a tree like transformee, while another small fuzzy ball was getting petted by a large gaggle of girls.

            While there were several other tables and posters set up to display Regina's charitable works, a good chunk of the remaining store was devoted to a large machine.  It was made of two upright cylinders, both eight feet tall and with one twice as thick as the other.  The machine was separated from the main store by a translucent curtain.  Lauren stepped right up to the curtain and watched as the doors to the larger cylinder slid apart.

            Out stepped a bizarrely transformed woman.  She had no arms, instead her legs ended in huge hands.  Her nipples were over two feet long and danced around like snakes tasting the air.  Similarly, instead of a vagina the woman had a three foot long and fist thick dick slowly uncurling from around her leg.

            The woman took a few stumbling steps to the side, where a long mirror was located.  This allowed Lauren to see the pair of lips that ran all the way down her spine from shoulderblades to hips.  Several more tendrils, the same size as those poking from the woman's breasts, snaked out of the lips before slinking back inside.

            "A fascinating transformation, isn't it?" Lauren jumped about a foot in the air as someone spoke from beside her.  She'd been so focused on the transformee she'd never heard her approach.

            Turning to see who had snuck up on her, Lauren felt her jaw drop.  Standing beside her was one of Lauren's idols.  "You're…you're Jacquelyn Ray."

            It was a statement, not a question.  The reporter turned minor celebratory was unmistakable.  Her upper body grew out of the rear of a enormous furry dick with legs and tail.  On her back were a pair of large batlike wings, while her front played host to four oversized breasts.  Each breast was metallic blue and decorated with cartoon images of naked women having a snowball fight.  Jacquelyn had four more breasts hanging off the sides of her lower half, except these were red and decorated with green Festival Trees.  Instead of arms, the woman had what looked like four armless women's torsos sticking out of her body, two per size.  Each head was bald and featureless save for a large vagina where the face would normally have been.  Each torso had very large breasts, topped with nipple tongues the size of the woman who'd stepped out of the transformation machine a few seconds before.

            "I am indeed." The reporter gave Lauren a winning smile.  "And you are?"

            "Lauren, Lauren Adams.  I'm a huge fan." The star struck woman held out a hand the shake, which was engulfed by the vagina on one of Jacquelyn's arm torsos.

            "Then I guess I don't need to snowball you about all the good work our organization does." Jacquelyn laughed.

            "No Ma'am.  I've even volunteered at the local clinic a few times on holidays."

            "Excellent.  Demons know we need the help.  Every year we have more and more poor souls to care for.  It's one reason events like this are so important."

            "For raising awareness?"

            "That…and each year we try to come up with an interesting way to help some of our visitors take a transformee home with them.  That was the start of how I ended up like this." Jacquelyn gestured down her heavily modified body.

            "I've heard the story.  Is that what the machine does, merge people and transformees?"

            "In a manner of speaking.  Four or so months back I ran into the owner of Crimson Moon alchemy labs at a charity fundraiser.  An interesting young man, very driven.  He was there to try and promote the safe handling of alchemical supplies.  Anyway we got to talking over dinner and he offered the use of the essence transfer machine his company built.  This one's currently on tour, but he promised to build our organization a special one just for our needs."

            Jacquelyn gestured at the newly changed woman, who was struggling to put back on some of her clothes.  "A normal merger would just combine aspects of the two physical bodies.  With the essence transfer method, personality and fetishes can come through as well.  For example, the transformee whose essence was used had a thing for transsexuals, which is why his host ended up looking mostly female in addition to the other changes."  Jacquelyn sighed.  "It doesn't work as well with some of our most heavily transformed guests.  Their minds are just too far gone to hold onto such thoughts and emotions.  We do get the occasional surprise though, which makes the whole endeavor fun."

            "Wow, they have a merging machine." Myachi said as she walked over to stand next to Lauren.  Apparently she'd missed most of Jacquelyn's explanation of how the machine actually worked.  In a coy tone Myachi asked, "What do you think, should we try it?"

            Lauren opened her mouth to reject the suggestion out of hand, but shut it as the gears in her brain started to turn.  She'd already changed so much today, what would another change do?  Sure, it would probably be more extreme than the others, but what was life without little challenges?  Besides, Lauren finally had someone she wanted to be with, someone who Lauren's newly minted transformation fetish was a huge turn on for.

            "Does it work if the person receiving the essence is already transformed?" Lauren asked, covering her bases before her libido made a bad decision.

            "It can cause problems is the person is near their morphic limit and we'll run a quick check before you get started, but with the minor nature of changes you've received," Jacquelyn gestured to Lauren, "and how stable the Freyan transformation machine changes are, " she gestured to Myachi "I believe you two will be fine.  All you'll need to do is select a transformee with which to bond.  The tables with purple ribbons over there, "Jacquelyn pointed to the other side of the store, "hold transformees who have indicated they wish be part of the process.  Go pick one while I have our tech warm the machine up."

            "What do you think?" Lauren asked as the pair started examining the small transformees on the closest table.  "Should we go for matching changes, or pick something that appeals to each of us?"

            "Here's a naughty idea, why don't we pick out the merging partner for each other?"

            The idea sent a tingle through all of Lauren's special spaces.  "Deal."

            The next dozen minutes were spent carefully hunting through the mass of flesh on the purple ribbons tables.  It was a
very important decision after all.  Did she want to pick something that would give Myachi an even bigger cock or more masculine traits?  Or should Lauren pick something that made her girlfriend even more feminine?

            Then she saw it; sitting between what looked like a traffic cone with an eyeball on top and a tiny phallus with scorpion-like legs and tail.  The transformee in question was a large pink sphere about a foot in diameter.  Poking out the top were four large pink dicks, each pointing in a different direction.  Only, they weren't dicks, they were huge teats.  This gave the transformee the look of a sexualized udder.  Lauren thought of Myachi with her balls like that, almost round with the pressure of milk.  Lauren saw herself on her hands and knees, sucking on one of her girlfriend's teats with wild abandon.  The image was enough to make her many vaginas get even wetter.

            Choice made, Lauren leaned over and picked up the nearly spherical transformee.  "I think you would look perfect attached to my girlfriend." Lauren whispered to it.  "Would you like that?  Would you like me to suck on your many teats while she screams in orgasm?"  Lauren felt the skin of her hands grow warm in what she took as a definite yes.  "Ok, let's go then."

            Lauren carried the udder creature over to the gap in the curtain.  Jacquelyn was waiting for her there.  "Your friend already made her choice for you.  I find it quite touching you two are doing this for each other.  Such is young love."

            Lauren grinned.  "If memory serves, you're quite in love yourself.  Where's Leiley?  I thought she'd be here as well."

            "She couldn't make it this year.  Something about being pregnant with a pair of twins and a triplets at the same time takes a lot out of even a vaginawoman."  Jacquelyn screwed up her face in a embarrassed manner.  "It seems I'm super fertile."

            "Wow, congratulations.  I'm sure you two will make excellent parents."

            "Thanks.  Now let me get this little guy inside.  Your friend is already in her half of the machine.  She told me that you're not to be allowed to see her until after you've both changed."

            This annoyed Lauren, but she knew Myachi wanted to bolster the surprise.  "Fine." she huffed.  "Is there something I can do while I wait?  I'm so horny thinking about Myachi’s changes I might end up doing something indecent."

            "I suggest talking with some of our guests on the green ribbon tables.  They're quite anxious for company."

            Lauren passed the long, long ten minutes talking to a vaguely humanoid marble statue and a fleshy football with vaginas on either end.  Both were blind due to their transformation and greatly enjoyed Lauren's tales of what she'd done so far at the Festival today.  Lauren learned that the statue used to be a struggling artist, who transformed herself in a bid to finally make a name for her pieces.  A plan that hadn't gone so well.  The other had been seen his life go downhill after his high school glory days and transformed himself in the hope of recapturing it.  When Lauren asked how a male transformee had ended up with two vaginas, he joked that the best parts of his high school career were football and pussy.

            Finally, Jacquelyn came to collect Lauren.  "How did Myachi turn out?" the excited young woman asked, but her companion remained mum.

            Jacquelyn led Lauren behind the curtain and told her to strip.  "I…can't." Lauren explained as she set down her backpack.  "These clothes are bonded to me from an earlier transformation."  She gave the reporter a quick demonstration.

            "Hmm, then there's nothing we can do.  The machines are good about adapting existing transformations, I'm sure it'll find a way to work around it.  In you get."

            Jacquelyn shooed Lauren into the larger of the two cylinders.  The big metal doors closed, leaving the young woman in the dark.  Lauren wondered if her mother was this excited before her own transformation.  What she was doing now would have a large impact on her future, but then again it might make her chosen career path easier.

            Before Lauren could contemplate further, she felt the machine activate around her.  All the hair on her body started to tinge as a static charge built in the air.  Suddenly, Lauren's skin began to burn as if she was standing too close to a roaring fire.  The heat was all encompassing and under the onslaught Lauren felt herself start to melt.  Various parts of Lauren's body stopped sending back recognizable signals and she found herself unable to move.  As her face grew warm Lauren closed her eyes, unsure they would still be there later to open.

            As suddenly as the heat started, it disappeared.  Lauren stood there in the darkness, unwilling to test if her eyes were still there.  Her whole body felt different, as expected.  A few parts were missing, but far more had appeared.  And there was something…more.  Like she was no longer alone in her body.  There was another…no two presences, but they were barely more than faint emotions.  Right now, each felt as happy and excited as she was.

            Lauren opened her eyes to find that a) she still had them, and b) the doors to the transformation machine were now open.  Standing before them, excitement and glee surrounding her like an aura, was Myachi.  Lauren's girlfriend had gone through so many changes she wasn't sure which to stare at first.

            For one thing, Myachi had gained almost a foot in height, most of which was concentrated in her muscular legs.  They were a Holstein pattern of white and black and ended in hooves.  Above that was Myachi's cock torso, the bright pink skin and large veins making it look like a massive teat.  The bottom half of Myachi’s torso was encircled by a several rings of breasts, which started at G cups on the bottom all the way up to tiny A cups at the top.  Each had a large vagina instead of a nipple and all were starting to drip a milky white fluid.

            But the most in your face change, the one Lauren had been hoping for the most, was Myachi's balls.  They were so large the cockwoman was nearly bowlegged.  The pink sac strained under the pressure of the four large balls within, one behind each of the forearm sized teats.

            "Lookin' pretty good girlfriend!" Myachi exclaimed, giving a slow twirl so Lauren could see her backside.  Myachi's butt had grown huge with muscles and fat.  The anus and vagina hidden beneath were both black and leathery, dripping much like all Myachi's breasts.  As Lauren watched, a long like tentacle poked out of her girlfriend's vagina to lick up a trail of milk from her ass before snaking back inside.

            "I love what you did to me, now it's time for you to see what I picked out for you."

            Excited, Lauren tried to follow her girlfriend out of the machine and over to the mirror.  However, her body didn't want to move in the way she was used to and Lauren almost fell flat on her face.  Looking down, Lauren saw why.

            Her body, instead of being humanoid, was now a long snake-like tube.  A dozen huge breasts stacked together in a line ran down to the floor and curled around for support.  Eight larger breasts grew on down her flanks, four a side.  Lauren had no idea how she was supposed to move with no limbs.  Slither, maybe?

            Lauren felt something from the other presences in her body.  Looking down again, Lauren saw her second lowest set of side breasts pull away from her body.  Each appeared to be connected by some sort of tentacle, which stretched out until the spheres were almost a meter from Lauren’s tubular body.  Using these new "feet", Lauren was able to waddle out of the transformation machine after Myachi.  Movement was still ungainly, as Lauren had to try and balance against the weight of her tail.  The cockwoman led Lauren over to the mirror and proclaimed, "Ta-da."

            The mirror confirmed what Lauren had already seen.  Namely, that she was totally unrecognizable as her old self.  Scratch that, she was barely recognizable as human.  Instead Lauren resembled one of the boobnagas she'd seen on the walls of the EPG booth what felt like hours before.  The mirror let Lauren see that her side breasts all ended with large vaginas instead of nipples.  With a bit of concentration, Lauren found she could extend these from her body just like her legs.  She also found that each vagina had several tentacle like fingers.  A gift from the dicksquid Lauren had accidently absorbed.  That explained the second presence.

            Lifting a foot, Lauren saw that instead of a vagina it was covered in dozens of tiny nipples.  These served to give traction on whatever surface Lauren wanted to walk on.  But the change that Lauren spent the most time looking at was her face.  A lot of her features had rounded out, leaving Lauren's head almost spherical.  In place of her mouth and nose was a large vagina, running from chin to where Lauren's widow's peak used to sit.  Thinking back to the various transformees on the table, she was now pretty sure which one Maychi had picked.  It looked a lot like a bumpy sex toy with vaginas on either end.  Sure enough, when Lauren twisted the tip of her tail around to point at the mirror, she could see a vagina there.  One big enough to possibly take Myachi's entire torso, a thought that made Lauren drool slightly.

            To catch the drool Lauren poked out what felt like her tongue and found she had two of the tentacles to play with in her mouth.  Besides the vagina, the only other features on Lauren's face were her two eyes.  These poked out on twin humps on either side of Lauren’s vaginal mouth, slightly above the midpoint.  This gave her a much expanded field of view, which Lauren's new brain was having no trouble processing.  Instead of hair, Lauren was left with eight octopus style suckered tentacles draping down her body.

            "So, what do you think?" Myachi asked from beside her.

            Lauren turned and pressed her face into Myachi's slit.  She let her arms extend and fingers slide free to tickle as many of her girlfriend's breasts as they could reach.  After about a minute of this, the pair broke apart.  "Was that a good enough answer?"

            "Maybe?" Myachi chuckled.  "We'll need to try again for me to be sure."

            "You know, I know a spot with some excellent privacy." Jacquelyn remarked slightly.  "A place two young lovers could sneak off to, with the goal of experimenting with their new attributes.  A place that just happens to have a great view of the festivities about to take place."

    “Go...outside?” Lauren felt a sudden shock of apprehension.  She loved her new body, but what would other people think about her blatant sexual nudity?   Besides, it was cold out there.  How would she…

    In answer to Lauren’s unasked question, her skin began to change.  A shiny purple coating dripped out of all her vaginas and spread around to engulf her body in a protective coating.  It even covered her face, hiding Lauren’s vaginal mouth and eyes.  Despite this, Lauren’s senses weren’t impeded in the slightest.  The end result left her looking like a colossal sex toy.

    “Wow cool, you kept your outfit powers!” Myachi exclaimed.  “Can you do any other colors?” 
Lauren concentrated, and the purple tone of her rubbery skin alternatively lightened and darkened.  After a minute she was covered in a white and black camo pattern much like Myachi’s legs.  Lauren also removed the bubble covering her face, allowing her vagina mouth and eyes to become visible.  “Better?”

            “Much.  I’m so horny right now I’m amazed I’m not leaking milk all over the floor.”

            The young transformees shared a look.  "I think we'd be very interested in such a place." Lauren told Jacquelyn, bending her pussymouth into as much of a smile as she could.


            Above them fireworks shot off into the night sky, illuminating the world down below as it celebrated the birth of a new year.  It also illuminated the fornicating forms of Lauren and Myachi, who were ringing in the new year with some fireworks of their own.


            Epilogue-Six Months Later

            Lauren awoke in her favorite place, snuggled up with her lover.  In the six months since they had first consummated their relationship, Lauren could only think of a handful of nights the two hadn't spent curled up together either at her place or the cockwoman's.  Myachi's roommates hadn't minded, sometimes they even came in to watch.  Lauren's parents had been remarkably understanding when she'd brought Myachi home the next day, simply installing noise canceling foam to give the couple some privacy.  Rod had been weird about it, but then again he was weird about everything.

            The next semester had blown by in a flash, with their love growing stronger every day.  Myachi's family back home knew about the relationship and were very supportive.  They extended an invite for Lauren to come visit, along with anyone else she wanted to bring.  That list had grown to include most of Lauren's close circle of friends.

            This started with the twins, who had spent the rest of the year showing off the equine dicks and tails they'd gained during the Festival.  Just before the trip they'd decided to go even further equine, taking vials that left them as identical shemale anthro ponies.  After staying with Myachi's parents for a few days they'd gone off to New Amora with Equina.  The business majors kept talking about scoping out land for the humanoid pony ranch they wanted to start after school.

            Speaking of Equina, Lauren's anuswoman friend had gone through a few changes of her own.  While Lauren was busy with Myachi during the festival, the anuswoman had spent the time with her boyfriend Hector.  Apparently the right lovey-dovey words were said and the pair decided the best way to show their devotion to each other was a merger.  The result was Equina ending up the centaur lower half for Hector.  However, the merger had resulted in a gender flip between the two.  Between Equina's back legs grew a phallus that would be the prize of any stallion, while Hector was feminized into a gorgeous blonde woman.  She now went by Hekate and was very eye catching due to her reluctance to wear clothes.  Hekate was also very submissive to her lower half.  Equina was on the fence about a name change; she wanted to sort out her gender feelings before committing to becoming Equinus full time.

            The last member of the group, Ivy, had wanted to come but had already made a commitment.  Winning Eras had unlocked something within Lauren's friend.  She was now quite the dominant, acquiring three more pussyboys to serve her every need.  Two of them had even started out as normal males.  Right now Ivy was as a BDSM conference, hoping to pick up tips to turn her sociology degree into a career as a professional mistress.  Somehow Lauren had a feeling she'd be wildly successful.

            The last member of the trip was, surprisingly, Lauren's brother Roderick.  About a week before they were scheduled to leave the young man had come to his sister and her girlfriend to spill everything.  Through the explanation Lauren saw how their mother's change had caused Rod to contemplate one of his own.  Puberty had left him feeling awkward in his own body and the seclusion was him trying to figure out what he really wanted to be.

            After meeting Myachi, that decision solidified into becoming a cockwoman.  Within hours of the airship landing Rod was already at one of the capital's transformation temples, feminizing potion in hand.  Apparently Rod had a few stranger tastes he hadn't mentioned, for the cockwoman who emerged looked like she was ready for a gross porn shoot.  Rod…pardon, Vas Disgustia, was covered in thick curls of pubic hair that only partly covered her saggy skin.  She was constantly leaking fluids from all orifices, giving Vas a perfume like a well used Bordello room.  Despite this, Lauren was glad her brother finally seemed to be happy.  Right now he was shacked up with a group of likeminded individuals, enjoying life one dick at a time.

            "Penny for your thoughts?"

            Lauren looked over to see Myachi was finally awake.  She smiled, sending a line of drool down her chin.  "I was just thinking about taking life one dick at a time.  Speaking of which, are you ready for another round?"

            "With you, always."

            Lauren wiggled around and spread her tail vagina wide to engulf her lover's dick torso.  As Lauren pressed her facial vagina to Myachi’s cunt and started to lick, she was once again thankful for the magic of the Festival of Lights.


Re: Tales of Belial: Festival of Lights 2

Extreme and creative. And very well written! Thanks for the story!


Re: Tales of Belial: Festival of Lights 2

This story  is absolutely delightful. 

Your humanizing the freyan cockwoman made it oft-times hard to remember she's altered rather than just another person.  well done.

She came off as a person with a three-dimensional personality and an odd form.

Good characters like that are the hardest part of writing.  Excellently done.


Re: Tales of Belial: Festival of Lights 2

I love the way you spin your stories in the Belial universe, and this is no different. Lots of fun stuff in here, and while I like the "outsiders investigating strange customs" feel of the first one, this one is also just a delight.