Source: http://www.furaffinity.net/view/28131491/

Lots of cocks in weird places

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Witch of the Woods
by YeaniaAeon

Xera was busy chanting a curse on potions and other food items, "whoever eats or drinks this will becomes a sexual beast..."

She smirked to herself as she walked out of her cottage. The witch started to place them around the walking route near her house. She did not notice at first the girl walking slowly along the path. Eve had been walking for some time now. She could have sworn she would be home soon, but hadn't seen anything familiar for some time. Xera noticed the girl, she looked quite lost. Slowly Xera made her way towards the girl holding a basket of her cursed goodies.

A girl lost in the wood, where no one will find her... she smirked to herself pulling the cowl over her head.

Eve was walking slower and looked all around her, "where the hell did I end up?"

Xera giggled hearing her question and approached the girl, "well, my dear, you’re in my little corner of nature." she let out a soft giggle and smiled, "you appear to be a bit lost my dear. Are you perhaps hungry or thirsty?" she offers the refreshments to her from her basket.

"Well... I am quite lost... and a little thirsty as well." Eve replied, "do you know which way the city is?"

The witch offered a drink to the girl, "the city you say? Hmm, that's a good one, I haven't been to any city in a good wile,” Xera looks about and then up at the sun in the sky “but I don't think it would be wise to travel through the woods at night. If you follow me you can spend the night at my little place,” she points to the direction of her cottage.

Eve takes a sip of the drink and then nods, "that would be very nice, thank you! I can find my way back tomorrow at first light."

Xera leads the way, giggling to herself as the girl drinks her cursed potion, “you seem a bit ill prepared to go wandering off the trail into the woods. I’m glad you came across me.”

The cursed drink sent a tingle through the girl’s body at every sip, but as thirsty as she was, Eve didn’t think it strange. “Yeah…” she sighed, “my plan was to just walk a small circle and then head back, but I got lost."

By the time they reach the cottage Eve had finished the drink and was feeling quite refreshed by the tonic. Xera smiles and takes the empty bottle back from her.

“I'm sure by the morning you will find your way back home," she said with a chuckle opening the door and letting the girl in first, “I’m Xera, by the way, what's your name if i may ask?”

The girl walked inside, "my name is Eve, nice to meet you, Xera."

The witch smiled at her, “nice to meet you, Eve. I do have to ask, did you like my drink? I home brew it myself.” she walks into her house after Eve, closing the door.

Her house quite obviously not that of an ordinary person. A caldron sat on the fire inside a large fireplace. Various of herbs hung from the rafters and drying racks on the walls. Bottles and jars filled with all kinds of things and old leather bound books lined the many shelves.

"Oh really now? Yeah the drink was fine... I think," Eve was a bit taken in by the decor, "this cottage seems not just for living, what do you do in here?"

Xera smiled at Eve as she pulled off her cowl and jacket. She set them aside aside and ran her hands through her long silver gray hair, draping it over her shoulders. Xera’s hair did not match her youthful appearance. Her skin was flawless, if slightly on the pale side. Her almost violet blue eyes sparkled clearly as she watched Eve’s reactions.

“Oh, I dabble in alchemy and curses. It’s a fun hobby of mine,” she said with a white toothed smile.

"Alchemy and curses? But those aren't real," Eve shook her head, "wait, did you dye your hair gray?"

Xera let out a laugh, “no I don’t dye it, being over two hundred years old it brings out the gray,” she giggled, “alchemy and curses are just as real as you are, my dear. That draft you drank had a little touch of alchemy to it.”

"N-No.. that doesn't make any sense at all.." Eve stuttered. "W-What did you put into my drink?"

The witch smiled, “it's just a little dab of alchemy. It brings out your spirit animal and the the most lustful feelings and desires of your soul. It was quite a tricky concoction to brew you see,” she looked at her, tilting her head slightly, “I’m curious what deep dark feelings you suppress.”

"I, I don't have any deep dark feelings, not at all!" Eve snapped, “I’m not like that!”

Xera waved a finger at Eve, “tisk,tisk. Every person has them, just like everyone has a spirit animal.” her potion started to make Eve's body tingle, “ I know most people have forgotten about spirit animals, the potion first brings it out. I wonder what yours is?”

"N-No.... w-what is this doing to me?" Eve cried out as a spectral horse seemed to leap out from her body.

She stared at the beast in shock as it stood in front of her and the witch. It was semi-transparent and pawed at the ground looking back at Eve. Her eyes were drawn to the throbbing horse cock hanging between its legs. Xera smiled at Eve as she admired the fine spirit horse.

“Oh what a lovely beast.” she clapped her hands, “he’s going to make you into quite the creature. Once he merges with you and brings your deepest and darkest desires to the surface.”

Eve shook her head and turned away, "gross! Put that...thing away!" Even as she proclaimed her disgust, her sex grew moist inside her panties.

Xera giggled at Eve, “looks like that horse likes you.”

The spirit horse walked around behind and rears up. The creature entered Eve from behind dick first. Eve was a virgin and screamed it out as she got penetrated. It’s legs followed sinking into her arms and legs. Its head was the last part to slip into Eve’s body. She kicked behind her and tried to run off. The witch watched as Eve kicked in the air as there was nothing behind her any more.

"You are aware there is nothing behind you, yes?" Xera chuckled

The spirit now fully inside of her now rooted Eve to the floor, "w-what was that? What did you do?"

“That was an animal spirit and it has posed your body," Xera replied matter of factly.

Eve started to feel small changes. The girl’s feet contort in her shoes starting to strain them. At the same time, Eve's breasts start to swell up in size as they started to strain her shirt
"No no no! I don't want to be an animal!" Eve yelled

Eve held her chest as she felt her D cup bra get tighter and strain the top of her dress, "M-Make it stop..."
Xera shook her sead with a smile, "I have no control over what an animal spirit wants."

Eve's breasts burst free of the bra and continued to grow reaching the size of G cup. Her nipples stood erect and hard as Eve’s feet start to tear trough her footwear. Her feet continued to shift and change and soon resembled hooves. Her loins started to get hot and moist

Eve tried to pull the top of her dress back over her breasts again. "Please! Stop it!" She
Panicked.

"Wish I could, my dear, but I like what its doing to you too much to stop it."

Eve’s body gained more mass straining her dress. The girl’s nipples started to gain more size making it virtually impossible to cover them with the dress. Eve’s changing feet caused her to lose her balance as the nagging erotic sensation rose in her loins.

Eve fell to her knees and groped her crotch, "hng! W-what is this burning feeling?"

"You do recall that the spirit had a nice large shaft, right? I think it's making you into its image or something along those lines."

A dull, throbbing sensation rose in Eve’s loins, drawing a moan from her lips. Her clit started to push against Eve’s panties.

"No... no... please make it stop, ma'am... Why did you even do this to me?" Eve asked and tried to cover her chest with her too small dress again.

Xera walked up to the girl giving Eve’s nipple a tease with her fingers, “why even a witch like me gets lonely. But normal playthings are boring. you will be an inviting toy, even if you fight it," she chuckles tweaking Eves enlarging nipples again.

Eve lets out a moan, "S-stop touching my nipples!"

Eve tried to slap the woman, but the witch easily dodge the blow. Xera chuckles as she backed away a few steps. She put her hands behind her back and smiled at her new plaything.

"If you don't like me touching you, then why are you doing it yourself?"

Eve glared and started to yell "I am not touching myself!"

Xera pointed to Eve’s hands, "really and what are you doing right now then?”

Eves touching and stroking had caused significant growth of her nipples. They had grown quite a bit in length and were pulsing slightly.

Eve quickly let go of her nipples with a yelp, "I just tried to pull my dress back up!"

Xera chuckled, "the size of your nipples says complete opposite of that, my dear."

Eve’s nipples were clearly throbbing and jutting out to fill a hand. They were starting to drip some fluid from them as Xera walked back up to Eve and gave one of her sizable nipples a stroke before leaning in and giving one a lick.

Eve let out a loud moan and tried to push the woman off of her. "St-stop! It's like my nipples are throbbing!"

Xera looked up to her as she resisted Eve’s push with ease, "but feels nice does it not?"

Xera takes Eve’s right nipple into her mouth while using her other hand to stroke the left. Eve’s nipples continue to grow from the stimulation. Slowly they stop being just nipples, changing into something much different.

"Oooooh god! What? What are you doing to my nipples? What is happening to them?" Eve moaned, "and... and why does it feel so amazing?"

Xera takes one of the former nipple out of her mouth. It was no longer a nipple that jutted from Eve's breast, it was a small erect horse penis. The left nipple had also similarly changed.

"I’m not doing much, I'm just enjoying and stimulating you so you will be a nice play pet for me."

"Aaaah! What the fuck? Is that a cock?" Eve screamed.

Xera watches as Eve tries to run away, but the hoofed legs did not respond to her. As much as she wanted to ignore her nipples, the twin cocks trobbed, maddeningly demanding to be touched as they started to leak precum.

"P-Please... change me back... or at least... make the feeling go away.." Eve moaned.

Xera wrapped both her hands around each of Eve's breast cocks gently stroking them, “but they feel so good don't they? I can hear you enjoy enjoy it,”

Xera stroked Eve’s twin horse shaped cocknipples, the stimulation making them even harder and bigger as at the same time inside of Eve's breasts themselves began to change. They started to become testicles to support the new cocks. In Eve’s panties the dampness grew into a throbbing sensation.

Eve groaned and moaned, "p-please, ma'am! I.. I don't want to change! They are throbbing so much..."

Xera smiled at Eves cocknippless, stroking them faster pushing Eve over the edge making the poor girl cum from her twin dicks. This only cemented her changes to this point. Her fully formed horse cocknipples rested. As they relaxed the twin dicks shrunk a great deal,l but still remained fairly odd and big looking nubs. Eve’s breast feel a heavier as testicels formed fully inside her breasts. Xera licked the cum from Eve's breasts and her face. It seemed Eve’s semen reached quite a distance splattering on the wall behind the witch.

“You made a lovely mess, my toy. Now that you have cum, you may never undo your changes,” Xera grinned, “it’s been awhile since I had an familiar.”

"No, no, no, nooo! You’re lying! There must be a way to turn back!" Eve yelled and cupped her breasts, "Hng... why are they so heavy?"

Xera gave Eve a devious smile, "where you think that cum came from, my dear toy?" She reaches and hefts one of Eve's breasts up a bit, “mmm, fairly well formed semen orbs you have grown," the witch moves her hands up to one of the retracted horse cocknipples, “interesting feature,” Xera looks at Eve and runs her hands around Eve's breasts but also ventures down Eve's body, “it’s no lie, you are on your way to be my ageless pet. what's done cannot be undone, least of all by me,” Xera gave the other cocknipples a soft kiss.

Eve let out another moan as the dicknipple started to stiffen a little, "s-semen orbs? Those are my breasts! And I don't want to be a pet!"

Xera looks at the stiffening dick nipple as she gives it another kiss, “yes well, they are more, ah what's the word again…” Xera tapped her chin for a moment as she gave the cocknipple another kiss, “ah yes! Breasticles; they are breasts but have another feature to them as well. And why not be my pet? You be free of becoming older living together with little old me," she using her other hand to reach down between Eve’s legs, teasing her snatch

"N-No, no...I don't want to be a toy or pet! Doubly so if that means I will be like this for the rest of my life!" Eve said before feeling the witch’s hand, "oh god! W-what is that feeling?"

Xera caresses Eve’s pussy through the fabric of her panties. She works on the slowly hardening nipple dick with her mouth and tongue, giving it kisses. Caressing the girl’s pussy caused Eve’s already hard and erect clit to respond with a pleasureful throbbing. Soon it starts to swell up, eagerly growing to meet Xera`s hand.

"Your mouth says no, but your body says something different..."

"I can't stop my body from changing! Please ma'am...I don't want to..." Eve begged the witch.

Xera looked at Eve, continuing to tease the growing bulge in her panties. All the while teasing Eve’s dick nipples, giving each a little lick.

“No need to yell, my dear pet, your turning into a interesting toy for an lonely witch like myself " the growth in Eve`s panties starting to form a nice big tent straining the panties

"God! Stop! Please..." Eve groaned.

Xera smiles around Eve’s nipple cock as she pushes Eve once more over the edge. She greedily swallowed Eve's second load from her cocknipples. However, Eve not only came from her nipples. The girl’s panties were now sticky as the growth within came as well. Inside Eve’s panties her clit had transformed and grown into another dick. Though it was still human in shape it was fairly well sized for a human.

"And yet your body says yes,” she giggled, “thanks again for a tasty snack."

Eve’s cocknipples softened and retracted once more back in her breasts, "N-No...I did it again, didn't I?" Eve asked in a whisper.

Xera smiled at Eve, “yes, you came once more." Xera made a small gesture and a chair appeared out of nowhere in which she sat and inspected Eve’s changed appearance, “I'm sure you will grow to enjoy yourself quite well. I’ll even let you explore yourself for a moment.”

"I...I..." Eve stuttered as she looked down at herself.
Xera admired the girls changes so far, “I would say you growing nicely. So far I like your breasts new features, not to mention that yummy cock filling out panties. I’ll to inspect that in a moment.”

Eve moved her hand down towards her panties to try and feel what she was talking about. She reached down finding the bulge in her panties. While it had softened, it started to throb and grow again as Eve touched it. Her cocknipples responded as well, emerging out of her breasts again. Eve finds it difficult to pull her hand away from the bulge

“Looks like you found your new cock, and giving it a test by the looks of it," Xera smiled broadly from her seat.

"Oh! Oh god! What is this feeling?" Eve moaned.

She slipped her panties down slightly to free her cock as it surged to life. Slowly Eve started to stroke her growing cock. Though she knew in her mind how wrong this was, she couldn’t help how good it felt. Xera got off her seat and walked behind Eve. She reached around Eve's breasts and grabs the two horse cocknipples. Matching the speed of Eve’s own stroking she milks the twin cocks. The witch lets Even play with her new shaft as it grows bigger, a sheath forming at the base of the new cock. Soon a medial ring forms as the cock gains more size and girth and soon Eve sports a fifty centimeter long horse cock. In the midst of stroking her cock to full size she had grown a pair of grapefruit size testicels to accompany her new horse cock. Xera pushes Eve once more over the edge, making her cum from all three her cocks.

"Oooh gawddddd!" Eve moaned out as she came, "I, oh no, I-I came so fast. No no no! I didn't want this to happen!" Eve yelled and lifted her dress to look at her cock, now dripping onto the floor by her hooves.

Xera smiled, "heightened sensitivity its very normal as your still changing, I’m sure you will gain some stamina over time," she looked over Eve’s shoulder, "that’s a nice new addition down there, pet."

"No no no! Turn it back! Please! I don't want a huge horse cock! I don't Even like cocks!" Eve yelled

Xera ran a finger over Eve’s shoulder, casting a spell to increase her libido to a nearly inhuman level, “for someone who doesn't like cocks, you have grown three of them. The potion you drank brings out what you truly desire, and your body seems to crave them” she reaches over and gives one of Eve’s cocknipple a gentile flick, setting off an heighted need to play with herself again

"Stop it!" Eve tried to resist, but her urges only grew. Eve’s trio of freshly spent cocks started to erect themselves once more.

"Stop what, my dear toy?? The witch walked back in front of Eve, “your body still speaks for itself unlike you who keeps lying," Xera started to undress herself, shedding her clothes to show a beautiful woman, "I’m sure a part of you wants to put those throbbing cocks to use..." she beckoned' Eve to come closer

Eve’s hooves were finally able to move, but she couldn’t run from the witch. With shaky steps her hooves sounded loudly on the floor of the cottage as she stepped towards Xera. The witch slimed lustfully as she turned her rear to Eve, bearing her wet pussy to the former girl. Eve's eyes widened. She couldn’t help it as she held tightly onto Xera's ass, before she slowly plunged her horse cock into the woman.

"Wet cunt... so horny!" she moaned as she sunk in impossibly deep into the witch, her balls resting against her moist lips.

Xera let out a lusty moan as Eve takes her. She pushes back against Eve know that her pet gave into her lust. She let her toy have a few pumps before she decided to change things up. With a snap of her fingers the chair transformed into a lounge. She pulled off of Eve with a pop before laying down on the couch with her legs spread wide. Xera didn’t even need to crook her finger as Eve scrambled to get back on the couch and plunge her aching cock pack into the hot, wet, and tight pussy. Xera wraps her legs around her new toy’s waist, pushing Eves cock in fully.

"Mmm, that’s a good toy" Xera moand into Eves ear as she grabs the horse cocknipples and strokes them, " move your hips, my toy, and fuck me!"

Xera was lustful as her new toy continued to change. Eve’s face started to push out into an horse muzzle and from the base of her spine a tail started to grow. It was nothing like a horsetail. Rather,l it looked more like a prehensile penis, a long whip like tail that ended in the flared head of a horsecock. tail the grew with every thrust of Eve into Xera.

Eve started to listen to Xera as she gave her a few thrusts "Oh! Oh god yes! That's it!"

Xera was enjoying Eve’s large horse cock deep inside of her. Eves body became more like a humanoid horse with every thrust. Her dress tore off her body as powerful equine muscles ripped through the fabric. Soft brown fur covered her skin and excited Xera as it brushed against her skin. The witch stroked Eve’s cocknipples with every thrust. Xera took one of them into her mouth and sucked on it getting a loud snort in response from the beast. Eve’s horse cocked tail was now fully grown and the long and prehensile cock wagged in the air behind her.

"Mmm, thats a good toy, give it to me!" Xera moaned out in pleasure.

And Eve did what Xera asked as she came. Xera moaned feeling Eve fill her with copious amounts of semen and coating her breasts in her cum. Even Eve’s cocktail came, spraying seed all over Eve, Xera, and the room in general. The beast’s libido dropped a little bit, but was still fairly high for a human, not that Eve still counted as human, she was more of a bipedal horse.

"You filled me well up, my toy, you did well," Xera sighed as she licked the horse spunk from her lips.

"Oh no...oh god, I did it again, didn't I?"

Xera smiled Eve’s cocks had not soften at all and was still inside of her. The beast’s cocktail was wagging behind Eve. She seemed to have little control of it, the tail rubbing Eves backside on its own.

"Very much, my pet. You did quite well and your turning out nicely. It sounded like you loved the feel of cumming from your three shafts."

"It, it felt great,” Eve admitted, “but it changed me again," Eve groaned as her cocktail stroked itself on her ass.

“You look lovely so far,” Wera stroked her muzzle softly, “you’re turning into a nice pet horse with plenty of toys for me to play with.”

Xera giggled before she gave the cocknipples a lick. Eve leaned forward and let out a loud moan. The witch got back onto her feet and walked deeper into her home. She beckoned Eve to follow her.

"Come over here, my dear. I'm glad you are enjoying yourself, but I have things to show you."

Eve followed, almost in a trance, her hooves clomping on the wooden floor. The beast walked past a giant wall mirror that caught her eye. That knocked her out of her state as Eve got a good look at herself.

"Oh god! what have you turned me into?" Eve yelled as she stared at her new form.

Xera let out a little chuckle, "me? It was your own deep dark desires that it. All I added was the means. Your body seems to agree with the changes."
Eve’s cocktail waged happily behind her, reaching around over her shoulder, "hrng, no! I have to resist this freaky shit!"

Her cocktail had other ideas. It slithered over Eve’s back rubbing its sensitive flared head across the soft fur on her back and over her ass. It then slipped between Eve’s legs teasing her pussy lips.

"Seems like your tail disagrees with you, my toy," Xera smirked.

The witch giggled as the horse shaped cocktail pushed it self into Eve. As the beast gasped a change happened to her mouth, making the inside of it erotically sensitive.

"Oh! Oh gawd!!" Eve moaned her tongue stimulating her mouth just by talking, "w-why does it feel so good?"

The cocktail penetrated into Eves pussy. She was overwhelmed by the sensation of being fucked and doing the fucking at the same time, throwing back her head to moan. The end of Eve's muzzle to grow bigger, her teeth started to dissolve, and her nostrils closed up. At the same time, Eves tongue grew longer and rounder as her mouth became smaller.

Eve’s muzzle was gone. It had changed into another cock. Her voice was taken by the changes, though low moans could still be heard. Eve’s long whip like tongue now stimulated the inside of her cockmuzzle. Her chest grew bigger as the testicels inside swelled to supply cum to her latest cock. Eve moaned, but it became a gurgle as her cockmuzzle gushed cum along with her cocktail.

"Wonderful, my toy! Did you enjoy that?" Xera looked around at the drenched floor, covered in Eve’s cum, "hard to not enjoy it with all of those cocks," she patted Eve on her head and examining Eve`s cock muzzle and the long slick tongue that nearly kept her in a perpetual aroused state "I like your deepest desires results, certainly not boring."

Eve moaned once more. There was nothing left of the cute girl she once was, all that remained was the living sex toy she had become. She came again far past being able to fight her sensitive body. Xera french kissed Eve’s cock muzzle and swallowed the seed that soon flowed out as she came. Standing in front of the mirror as Xera straddled Eves groin cock, rubbing her wet slit against the shaft.

"So, my toy, do you still deny your true feelings or are you ready to share the same roof as me and keep me company? Maybe I'll even grant you the ability to get a toy of your own in the future."

Eve grabbed the witch and hoisted her up onto her groin cock. She impaled Xera on the black chaft all the way to her balls.

Xera gasped, but quickly smiled, "I’ll take that as a yes..."

Xera placed an collar around Eve’s neck as she wrapped her legs around her toy’s waist. Eve nuzzled her mistress’s face with her cockmuzzle, drooling precum onto the witch’s cheek. The beast gripped Xera’s ass tightly as she thrust upward into her hot pussy. Here cocknipples extended, rubbing messily between the pair of breasts. It didn’t take Eve long before she climaxed, covering her mistress in her cum inside and out. Xera kissed her deeply, their tongues dancing together before Eve lowered her gently back onto the floor.

"Follow me, my pet, I’ll show you your new room." Xera beckoned a finger for Eve to follow.

Eve followed Xera and in the meantime was stroking her huge groin cock. Xera smiled her pet was enjoying herself. Eve’s other cocks where drooling pre including her muzzlecock as Eve’s long cylindric tongue lapping in and out stimulating it.

"Here is your room, my pet," she said throwing open the door and ushering Eve in.

The room was clearly made for a cum producing creature. It had tile floors and walls, not to mention several floor drains. The room also featured several large sized mirrors on three of its walls and one on the ceiling. A circular bed large enough for several people sat in the center of the room. Xera grabbed Eve’s hands away from her cock and snaps her fingers to get her pet’s attention.

"I love how you enjoy the feeling of your new body, dear, but I want you to take in how nice your new room is," Xera smiled at her toy as she ran her hands across Eve’s cockmuzzle, "your mouth maybe gone, however you still have a means to talk by way of telepathic communication. It will be useful to lure in future toys of your own," Xera smirks, "they can share your room as well."

But Eve wasn’t interested in that, at least not now. She was fine the way she was and with her new room. It suited her perfectly.

“So, my toy, enjoy your room and of course yourself, " Xera walked to the center of the room and beckoned Eve over to have a look of her from every angle, "who knows, maybe your friends will search for you. There is more than enough room for them on the bed."

Eve admired her form. She couldn’t smile, but she felt such joy. She stroked her cocks, alternating between them as Xera sat on the bed enjoying the show. Eve came again, gurgling out a moan as she broke in her new room with it’s first coating of her cum.

“Welcome home, my pet.” Xera said softly from the bed.

From an RP sesion by Master-TF(Eve) and Yeania Aeon(Xera)