“Perfect!” Frankie said out loud, then realized that he was a bit too loud, not wanting to draw the attention of everyone shopping. Though lost as they were in their own lives with their own fatigue and eagerness, it was unlikely anyone would have cared. Still, to see someone in a business suit get excited over a pair of animal paw patterned slippers in a Halloween costume store was a little out of the norm and would have drawn some unwanted attention, Frankie was sure. 

It was October 21st, and the 27-year-old was lamenting his decision to look for the final piece for his Halloween ensemble at such a late hour. Though, he was in luck that due to the pandemic, fewer people were going out to buy costume supplies for lack of parties. None of the best stuff was out of stock, not yet, at least. There was still time to get everything together for his ideal costume. 

It was not entirely Frankie’s fault that he’d been so behind this year with Halloween preparations. Work had been insane as of late, his North Carolina agency taking on more clients than they’d been able to handle. Mostly cheating spouses, thankfully. He hated dealing with missing person’s cases. The one boon was that he was paid on commission and money for the perfect costume ensemble was no object. 

He looked over the shoes once more, admiring their craftsmanship. It was something that he did not often see when shopping at these Halloween outlet stores. They were gray, three-toed with massive red talons at the tips. It looked like a thin sheen of mottled webbing sat between the toes, but Frankie didn’t care about that. In the dark of the house party he was to attend, he was sure that aspect would only be noticed superficially. Their expert craftsmanship was for him to enjoy alone!

Frankie wouldn’t exactly call himself a member of the furry community, though that was through lack of direct association. But he certainly held an interest in the aesthetics of some of the characters, especially the more realistic ones. So, he wanted to try to make something ‘wolfish’ and colorful without being too out of place. These shoes were the perfect fit!

Hey, got the last piece of my costume! Can’t wait to show you next week! He sent the text to his friend Alex. She would be meeting him at the same party and had her own design she was eager to show him.

Cool. Can’t wait to see it! See you next weekend! Came the reply as Frankie went up to pay for his purchase. He could hardly hold back his elation, even when he saw how much money the shoes cost. They would be well worth every penny!

******

A week later, Frankie stood in his room, naked save for his boxers and ready to don the full-body suit that he had prepared. It was a bit expensive, though a fraction of the cost of a fursuit. He had styled some of the hair to match the red that was on the shoes he would be wearing. The headpiece was a cheap costume wolfman prop, but, again, Frankie had styled the coloration to make it his own unique character. It was equal parts ferocious wolf and colorful caricature that he had been hoping for!

Yet, the piece de la resistance was the shoes that he had found. Thinking he would have to go without anything on his feet, Frankie had been elated when he’d found them. The one size fits all promise made him a little skeptical, but Frankie figured that he could make it work with extra socks if needed. They didn’t seem too small for his feet, at least!

Frankie started to put on the bodysuit but then stopped. He knew he should put it on first. After all, it would be hard to get the legs of the thing on through the shoes. But there was something about them that drew Frankie in, strange as it was. He wanted to at least try them on to make sure that they worked. He could figure out the rest of it later. 

Stripping off his socks, Frankie looked down at the feet with a sense of excitement. He was delighted to find out that the shoes fit perfectly, his feet sliding into them with little effort. They went to the end of the shoe, sitting warmly against the inner part of the footwear. Flexing his own toes and allowing the toes in the suit to move ever so slightly, Frankie grabbed the other one, pulling it on excitedly. Part of him knew that he should put socks on, that his feet might sweat and that he would stain the insides of the shoe. But, in his excitement, Frankie found it hard to think about such things. Besides, he could always take them off before that happened, right? 

Frankie twitched his toes again, making him grin. He eagerly looked down at the shoes, even though there was a full-bodied mirror in front of him. He could only imagine what it would look like with the entire costume piece on! 

As good as his nearly-naked form looked in the mirror with the shoes on, Frankie knew he had to take them off to get on the rest of the costume. With a little disappointment, Franke went to pull them off. Yet, the shoes that he placed his fingers over were warmer than they should have been. The touch sent shivers through his spine, as though he were brushing against the bare skin rather than the fabric of the shoe. In fact, the more he ran curious digits over them, the more confused he became. It felt just like touching his own skin, sending a sensual tingle through his foot. What the hell…?

Looking down, the shoes appeared to be the exact same as they had been. But, lifting them up for inspection, the bottoms seemed smooth, the tracks of shoe absent where they had clearly been designed before. A shudder of fright ran through him as Frankie realized that the bottom of the shoe looked more and more like flesh than it did any footwear. Worse, he was suddenly aware that the floor under his other foot had become cool, as though he was walking barefoot. If Frankie didn’t know any better, he would be sure that the shoes had somehow become his feet. 

Frankie felt himself break out in a cold sweat as the fear of his situation played over his mind. He had to get the shoes, or whatever it was they were now, off his feet. His real, human feet had to be underneath. There was no way they weren’t, even with the numbing sensation that persisted within. The top of the shoes looked the same as they had, the gray material over red claws that resembled the feet of some sort of beast. They hadn’t altered, save the bottoms. He must have imagined the presence of treads when he’d bought the shoe. There was no other explanation, after all. 

Deciding that taking them off would alleviate his current plight, Frankie reached down to tug off the meddlesome footwear. Yet, the pressure of his tug seemed to have no effect on the feet within. It was more akin to pulling on his own feet rather than any kind of shoe, leaving him off balance for a few moments as he struggled. 

The whole ordeal was starting to wear on Frankie’s mind as he looked over his feet in the mirror, trying to find the space between his leg and the top of the shoe. Yet, the gray flesh seemed to meld seamlessly into his once-pale skin, appearing like it was flowing into his leg. There was no mark, no bruise, or protrusion to indicate the space between his foot and the shoe. The footwear, for all intents and purposes, was what now comprised the flesh below his ankle. 

Frankie was almost afraid to touch it once more, wondering if it was some curse or disease that would spread from his contact. Yet, he’d already tried, right? There shouldn’t be any further harm from the action. And, besides, he had to confirm what he was worried about in regards to the sensation of warm skin against his touch and their own contact with the floor. 

As he feared, the shoe surface felt heated to the touch, much like the sensation of rubbing his own skin. It was impossible to tell if his foot was still there under the surface or if it had somehow merged with the foot in the interim. How had he missed the sensation? Was it his elation over donning the footwear that prevented him from realizing what was happening? How did something like this even happen, anyway?

Frankie didn’t know what to make of the situation at this point. This was not something that happened in real life, more akin to the plot of some sort of horror show from his youth. There was no glue, no toxin that might have caused what he was feeling. As best he could figure. Frankie was hallucinating, tripping on something. But other than the bizarre sensations coming from his feet, there was no indication that he had inhaled any illicit substances, no gas leak, or other outside cause for the fusion between his feet and the costume piece. 

A shudder went through him as one of the thick toes twitched reactively when he went to set his foot down on the floor. It was akin to his own toes moving, though the sensation was far more restrictive than he ever recalled. It was as if the joints present had sunk into the stubby digits of his former shoes. The weight of the nails soon made itself known as he dug them into the carpet, with the knowledge that he now possessed a pair of bestial claws. They were curved, retaining their red shade, and were now somewhat sharper than their counterparts on the shoe had been. 

Frankie was stunned by the realization that he now had the paws of some sort of creature, no longer than shoes that he had put on. He could feel them heavier on his person than his regular feet had been. The pulsating veins along each were an indication that his anatomy had shifted to accommodate what could only be considered living shoes. Whether it be from some sort of curse of magic, Frankie couldn’t say. But it was impossible to deny what had become of his feet within the shoes.

The more he cautiously rubbed the skin, the more that rough texture seemed to meet his touch. It was as though thousands of tiny spines were poking though, like what he might find on sandpaper. It made him pull back slightly, not wanting to play his fingers over it too much lest he wear down his hands. Why such skin was covering his feet, Frankie wasn’t sure. It clearly wasn’t the texture of a wolf-creature or anything else that Frankie might have thought the costumed piece might belong to.

Lost in his terror, Frankie was remiss for not noticing a red rash that was running up from the patch of skin where the shoe had merged with his foot. It wasn’t until the itching started to play over the skin that Frankie looked down in shock to see the spreading of change. The skin itself was a dark red, almost as though bruised. But the thick, reddish hairs sticking out of them were anything but. Far longer than his own leg hair, the already-present hairs were lengthening, taking on that same reddish shade that was sprouting up between the follicles.

Not wanting to touch it, Frankie was left with dealing with the itching of hair growth that was slowing spreading up his legs. The persistent pricking was powerfully irritating as it slowly covered the entirety of his ankles and calves, running over his knees and even starting to pepper his thighs. Like the feet, Frankie couldn’t fathom what sort of creature could support such a pelt. But, whatever was happening didn’t seem to need whatever blueprint Frankie thought feasible as it continued to obscure his skin with the forest of reddish hairs. 

To his surprise, a slight throbbing sensation seemed to assault his legs, like the muscle was pressing against the skin from overuse. Soon, the outline of a more muscled physique swelled through the skin, enough that it could still be seen through the fur. Though it started above his ankles, his calves soon expanded larger than his thighs. It seemed that whatever he was changing into was far larger than the human form he currently wore. Soon, the size of his calves was proportional to his feet where once they seemed comically oversized. 

An ache in his hand brought Frankie’s attention to it and he gasped at the sight of something unexpected. A patch of grey skin, same as what had adorned his feet, was spreading from the back of his hand, coating it across the backs and his palms. Frankie didn’t have to look to tell that the skin carried the same coarse texture as that which coated his feet. 

The same sensation covered his other hand, and Frankie was left to look at his changing hands with their gray discoloration spreading over his palms and fingers. They still remained human, for now. Still, the dull ache was persistent, and it seemed as though his hands were swelling to match the larger stature that his body seemed to be taking on. 

By now, his thighs were also swelling with muscle, almost fast enough now that their expanse sped past the growth of the fur coat. No longer caring about spreading it faster, Frankie reached down to touch it. His tactile abilities didn’t seem to be hindered by the sandpapery skin, at least. He was surprised at how soft the fur seemed to be in some places, though a bit more coarse up along his tights. It didn’t really feel like anything he’d experienced in his life, though something more canine did seem to come to mind. 

Despite the circumstances, Frankie couldn’t help but stare at the changes to his body with a look of curiosity rather than fear. Though it was powerfully unnerving to be changing like this, he always held a fascination with the idea of transformation. While it should have been impossible, there was no denying what he was looking at and feeling, save some sort of hallucination effect he was unable to escape. Still, the changes seemed to be really happening, be it a dream or false reality, and Frankie was more or less along for the ride.

As the process played over him, Frankie started to become aware of an intense arousal teasing over his loins. His uncut cock was starting to stir, apparently enjoying the realization of his changing body. Though a dull ache resonated through the areas that had thus far changed, the process wasn’t yet painful, not really. Frankie would have always hoped that such a change would be arousing for him, and indeed, it was. He couldn’t have wished for anything better, save perhaps the foreknowledge of the form he was to become!

Frankie couldn’t help but reach down and pull off his underwear, careful of getting them off past his massive feet and muscled legs. Tentatively, he began to touch his cock, a tremble running through his body as he did so. It was so sensitive, as though the changes were making it such that it far surpassed his former equilivent. Clear fluid was already leaking from the tip, and continued to flow freely the more he gingerly caressed the tip. Frankie couldn’t recall the last time he’d been so aroused. Despite the bizarre nature of the process, Frankie couldn’t stop himself from beginning to masturbate as his body seemed to crave. 

Eyes reflexively closing, Frankie remained unaware of the alterations to his phallus, more focused on the pleasure that touching himself was providing. The strange gray discoloration was slowly overcoming it, spreading from the base and up the shaft even as it became more engorged than at any point in his life. His testicles continued to swell even as the red skin and fur started to spread up over them, prompting a hand to gently scratch. Soon, they were covered with a light coat of the hairs, softer than those that made up the coat on his legs. 

Briefly worried about the contact with his rougher palm, Frankie was more delighted than afraid to feel the skin of his penis start to thicken, matching the consistency of that on his feet and hands. He could tell that it was changing, making his grip on it more secure. 

The sensation of his foreskin peeling back sat prompted Frankie to look down, wanting to stay in the moment but ultimately more invested in the changes. It left a gray, human-shaped phallus, longer than the one he’d had when this whole process had started. It ran down the length of his shaft, exposing more of that sturdy gray skin as the itching along its surface signaled it was growing its own fuzzy red pelt. 

Frankie stared, more in fascination as his engorged shaft started to taper, the tip growing pointed as the head grew more oval in configuration. The entire surface expanded, taking him from a modest four inches towards something more akin to seven and growing still. Purplish veins peppered the surface, pumping it full of blood as the base started to expand past the proportions of the sheath that had pooled around it. To Frankie’s delight, the skin swelled on either side, giving his phallus a canine or ursine appearance. His dick was knotted at the base, the bulge easily twice the girth of his shaft and growing still!

Yet, soon, it was too large, or at least in relation to his body. Frankie moaned, dizzied by the sheer amount of blood needed to supply such a cock. It was still growing, bobbing up and down as it grew to the girth of something that a horse would envy. It far surpassed the dimensions even when compared to his thick, meaty thighs and massive lower half. 

The reason soon became apparent as the tip started to peel backward, pulling apart his urethra until the head was practically split in two. The sight should have panicked the changing man, but there was no blood or anything else oozing from the non-existent wound. If anything, the flesh seemed to be reforming, filling on on both sides until two perfectly formed penis heads sat at the end of the shaft. 

Frankie stared in disbelief as his penis continued to split down the shaft, running all the way towards the base and even pulling apart the knot and sheath in two. The skin soon started to reform on either side, perfectly forming the missing pieces on both shafts until it was clear what the end result would be. Shaft, knot, and sheath all, Frankie now possessed a twin set of cocks. Their knots on either side were touching, making both cocks throb with need. 

The sight of such a bizarre occurrence should have disturbed him. He had two, canine modeled dongs danging from his person. Yet, nothing Frankie could fathom was more arousing to him at the moment. Taking both hands, he started to stoke both penises in tandem, clear fluid flowing from each. It seemed that his mammoth balls were large enough to support both phalluses as he stroked with the fervor of a man that hadn’t cum in ages.

Even as he touched himself, an ache above his tailbone did not go unnoticed. It was as though the bone was pressing against the skin, pushing outward into an ever-expanding lump. Soon, the growth was large enough to be felt hanging from his backside. Though it did little to deter his ministrations, Frankie was only aware that he was currently growing a tail, and that the muscles were enough to make it move slightly in tandem with the quaking of his balls. 

Yet, it was the sensation of his firm grip on his twin cocks that encompassed Frankie’s full attention. The rough skin of his hands was the perfect counter for the thick skin that had developed over his penis, making the changing man squirm. Looking at the mirror, he was only vaguely aware that his fingers were starting to form some sort of sheath or webbing, and that it was tightening his grip on his twin penises even more. It was the pleasure of the action that was really doing it for him, making him so close to cumming from such a simple act!

His tail, for that’s what Franke was certain it was, continued to expand, coated with the same gray skin that made up his hands and feet. It was longer now, thickening at the base and almost engulfing the space between its base and his anus. Its pointed end started to curve up from the surface, forming a bizarre crescent that continued to stretch even as the tail itself grew to half the length that Frankie was currently tall, and evidently still growing. 

An ache at Frankie’s fingernails almost brought him from his orgasmic reverie as he continued to stroke towards the inevitable climax. Something underneath was poking at the surface, tearing through the skin. He could see the flash of red that made him think of blood, though it was soon evident that the nails themselves were red, lacking the sensation of fluid running down them. Frankie was shocked for only a moment before he recalled that his toenails were the same color. Though the claws seemed to be relatively blunt, Frankie was careful to pull them from his cock for the moment that it took to get used to their presence. 

Yet, the needs in his cock could not be ignored for long. The grip of his hands on his twin members was even easier though Frankie hadn’t realized that he had developed the equivalent of paw pads on his hands. His hands were more perfect for self-pleasure as Frankie felt his end coming like a tidal wave that could not be stopped. 

The combination of pleasure he felt and the elation of being such a powerfully sexual creature made it impossible for Frankie to hold back. “Ohhh…uugghhh!” He cried out as one cock, and then the other started spewing rank semen onto his webbed hand and running down his shaft. 

The twin sources of pleasure almost made him white out, not expecting to orgasm from both penises at once and not being prepared for such an onslaught of sensation. Still, Frankie’s body was made of sturdier stuff, and he shivered from something that should have made him collapse, cum dripping over his webbed fingers and down towards the base of his twin cocks. 

Raising his hands, Frankie looked at the cum-soaked appendages, wanting to clean off the sticky fluids but too busy marveling at the sight of them. The red paw pads coated the tips of his fingers as well as a distinctly canine shape over his palm. Even stained with his own semen, Frankie had to say that he admired their form. Part of him realized that he should have been terrified by such a development. But Frankie couldn’t help but be elated by the body that he was being given and the changes that provided so much pleasure!

More cum was still leaking from his shafts at this point, pooling at the base and running down his taint towards his balls. It engulfed the area with a warmth that signaled the next part of his change. Soaking into the skin, it seemed to open up a small slit, semen seeping in as though the catalyst of the transformation. Frankie was only vaguely aware of the sensation, however, still coming down from his post-orgasmic reverie and experimentally licking the cum from his webbed hands, not even caring that he was tasting himself in the sexual haze of lust that he was currently in. 

The slit started to widen and deepen, eliciting a moan from Frankie’s lips as the sensitive flesh peeled back. Soon, the opening was wide enough that it threatened to touch his testicles, though a tugging sensation seemed to pull them from the spot so that they were not too close to the new development. Eventually, the edge of the slit barely brushed against his balls, which were much closer to his anus than Frankie was comfortable with. Still, his wide legs left plenty of room for the ample testicles that he now possessed. 

Frankie was confused by the presence of the new development until he reached down to feel the skin. It opened up even further, the fringes of the area surprisingly warm and moist. A shudder ran through Frankie at the moment of contact, prompting him to rub his hand over the skin. Careful of his claws, Frankie was explorative enough to place a finger inside, running along the contours to test the limits of the development. 

“OOHHH…what…fuuuuuck…”  Frankie moaned, not sure what the slit was but starting to have an idea based on the sensation. It was all the more sexual with the realization that he possessed twin penises, which were still semi-erect and apparently preparing to grow to their full size from the feelings coming from his new orifice. 

All the while, a total covering of reddish hair was still forming up his body, settling on his somewhat chubby belly and running up towards his pecs. The intense tingling on his paunch prompted him to reach up with his other hand to explore the changes that were continuing to encroach over his form. To his delight, the formerly flabby skin was thinning over his belly, pulling towards the muscle that was swelling underneath. The contours of his belly soon formed what felt like a six-pack as Frankie stared excitedly in the mirror to watch a level of tone cross his body that he would never be able to manage regardless of how much effort he put in.

Rubbing up along the growth of lighter, softer and shorter belly hairs that had coated his front, Frankie was expecting his pecs to flatten to match the rest of his muscled physique. Yet. running his hands over them revealed a swelling sensation that prompted him to look back in the mirror. He was in time to view the bubbling in his chest, seeming to indicate a growth that was very different than what he was expecting. 

The skin underneath seemed to be swelling with the fat that was taken from the rest of his form. Yet, it was much more focused on the area around his nipples. The seemed to be ballooning outward, the fat far more bulbous than anything that had been on his body prior. As he watched the growths develop, an image came to mind, though not one that he expected to see on his form. They looked like…but that wasn’t possible, was it? Then again, nothing about this change made any sense! Were breasts out of the question?

His suspicions were confirmed with the enlargement of the areolas, his nipples pert and massive against the developing lumps of flesh. To his delight, they were firm on his features, looking like they belonged on an otherwise manly physique. He groped the growths a little, curious about having them and what they would feel like. As a gay man, he had no inkling towards women or feminine features. But with the development of what he now assumed were cunt lips in front of his balls and a pair of what seemed to be double D’s, he was more enamored with the features than he ever thought possible.  

Curious hands reached up to feel the fatty flesh, eager to find out how sensitive they were. The breasts were firm, though gave enough for Frankie to explore the sensation as he ran over them in rhythm. Their flesh sensitive, Frankie soon realized it was primarily coming from the areolas in the center. Tentatively, Frankie reached out to touch them, not expecting it to feel as pleasurable as his penis was. Yet, he was shocked when ripples of ecstasy ran over him, making him shake almost as much as his twin penises seemed to do!

Running over them with only the slightest care to watch out for his claws, Frankie played with his new additions with the curiosity of a teenager exploring for the first time. The comparison was apt, all things considered with his new anatomy. Frankie was not prepared for the onslaught of sensation that came with his newfound femininity. Whether it be from the change or if it was a regular occurrence for nipples to be this sensitive, he had no idea. But in his current state of lust, Frankie was not complaining!

As he continued to pleasure himself, a slight dampness met his touch, as though something was leaking under the skin. Confused, Frankie brought it up to his still-human nose, taking a sniff of the curious secretion. He recognized it from somewhere, but its place in his anatomy made him confused. 

Figuring what the hell, Frankie decided to lick the fluid, not caring that he had touched his changed hand or that it had leaked out of his nipples. The flavor, too, was familiar, milky, although much saltier than he was prepared for. Still, the smooth fluid went down easy, prompting Frankie to rub his nipples more to secrete further amounts of fluids. It took him a few moments to come to the realization that he was leaking milk, that his breasts were lactating. He really was turning into a female! Or, at least, a hermaphroditic being. 

Curious to find out how much milk he could make, Frankie started roughly rubbing at his lactating nipples, the firm flesh not bothered by the rougher skin on his hands. He could feel the fluids leaking from his nipples, spurred on by his rough ministrations. Better than that, it felt simply divine to play with himself in such a manner. The more fluid he leaked, the more he triggered his pleasure centers and sent shivers through his body. He could never have expected such flesh to be so sensitive, but in his current state, Frankie simply couldn’t get enough!

Better than that were the sensations that swelled from his underside, where his female slit had grown, though Frankie hardly had the wherewithal to try and remove his hands from his breasts. Still, he could feel the crevasse in front of his balls start to moisten, a scent wafting in the air as he became aroused from both sets of sex. The pungent stink of his cum was still there, of course. But the other odor spoke of his female sex, how it craved to be used. It was like it was hooked into his nipples, each stroke spurring on the lust in his sex. Rubbing his nipples and coaxing out their milk was almost as good as directly playing with his flesh!

Frankie found it hard to focus on anything else as he continued to play with his breasts, enough milk leaking from them that it began to run down the fur that had covered his chest. He was nearly covered by now; Frankie still tried to keep one eye on the mirror and the changes that were overtaking him. His arms had swelled with muscles, the same reddish fur covering them all the way up to his shoulders. His bulging biceps were far better than anything a gym membership could help him develop! Only part of his back and neck were thus far spared from the changes that he was undergoing

An ache in his backside was almost enough to prompt him to feel back for the tail that he knew was still growing. It did not look like any tail that he could easily place, long and straight and gray with the same skin that made up his hands and feet. It was well over an inch now, parting his buttcheeks just slightly from its size. The realization made Frankie a little shocked for a moment to know that he had a tail and could move it, though much of his mental capacity was still focused on his breasts and the pleasure they were giving him. 

Still, he could tell that his tail was growing, and even that the tip was splitting, two protrusions moving in different directions. It left Frankie’s inquisitive nature to contemplate the meaning of its shape. It was clearly not a canine or feline tail. In fact, as best as he could tell, it wasn’t the tail of anything that came to mind. Frankie wasn’t sure what sort of creature he was turning into, and the more he thought about it, the more confused he became. Nothing in nature existed as he did, Frankie was certain!

It had to be some sort of hybrid beast, as best as he could reason. Perhaps the combination of several different creatures, human included if the breasts and genitals were any indications. The webbing on his hands seemed to denote some sort of aquatic element, though the hair was likely from a mammal. A seal, maybe? No, that wasn’t right. That certainly did not match the lupine nature of the split penises he possessed!

It was the massive discrepancy between the size of the two protrusions that gave it away, or at least the parts without hair. It was increasingly likely that the tail, at least, was that of a shark, given the crescent shape of it. He wasn’t sure if the webbing between his fingers was also indicative of that nature. But, from the lack of tingling in those areas, he was convinced that the changes there had stopped, at least for now.  

As though in confirmation of this theory, Frankie could feel the skin moving up from his tail to spread over his back, running up in a single line that was not obscured by the fur that was encroaching over his form. It thickened a little, prompting him to turn around to view the alterations in the mirror. The gray skin was a contrast to the red fur that was growing, though seemed to accentuate it well enough, spreading as it was from the apex of his tail. 

Yet, it was the ache in the center of his spine, halfway up his back that really confirmed the origin of the DNA that had afflicted him through the shoes. The extension rose outward, curving into a triangular shape that was almost tempting enough for Frankie to remove his hands from his nipples to try and alleviate the ache. Soon, the development of what could only be considered a dorsal fin rose up above his back, the nail in the coffin to the question of whether or not he possessed a shark’s tail. 

Frankie briefly contemplated the notion of rubbing his growing dorsal fin to try and alleviate the pressure of its development. Yet, coaxing more milk to flow from his nipples seemed to have the same effect, sending electrical tingles throughout his entire body and dulling the ache of the ongoing changes. The sheer amount of fluids leaking down and staining his hair and his feet were staggering. Yet, even the uncomfortable sensation wasn’t enough for him to stop rubbing his leaky nipples, teasing as much fluid from them as he thought possible. 

Yet, the ache coming from his new orifice was starting to become insistent, even more so than what could be expected to be caused from simply milking his tits for all they were worth. Curiosity won out, and Frankie reached down, careful of his bugling half chubs as he want to explore the new slit that had formed just underneath them. The flesh was warm, moist, and tingled as he played over it with unprecedented enthusiasm. It was as though every curve, every crevice of his new organ was alive with electrical sensations, made him squirm as he struggled to hold his stance at such an onslaught of pleasures. 

As excited as he was to play with himself, it did not take long for the first fringes of his female orgasm to start to overtake him. It was a budding sensation from his cunt lips that seemed to radiate all over his groin and even into his torso. Best of all, it seemed to penetrate into his prostate, making both of his cocks fulls rise from their sheaths, bulges and all. 

It was impossible to fully describe how he felt in the moment, lost in lust as he was. Frankie was being bombarded with sensations that came from all over: his breasts, his cocks, and his vagina. It nearly knocked him out, and likely would have had he not first acquired a much sturdier stature as the one he currently possessed. Still, he was able to manage to keep erect, playing over his cunt and nipples in an attempt to bring his releases systematically. 

First, it was the thickening of the stream of milk flowing from his nipples that had the changing man enraptured. It came out faster, almost sloshing in his breasts as he prepared to experience climax from each in turn. His one hand was teasing the fringes of his female sex while the other one teased one breast and then the other, making him squirm and writhe. The fluid was coating his webbed hand but he didn’t mind so much, the skin slightly oily and able to take it without discomfort. 

The needs in his virgin cunt lips were almost so much that it was impossible to deny them any longer. Plunging his hand inside of his sensitive sex, Frankie was rewarded with a series of sensations that defied his understanding. He was grasping for everything he could find, the combination of penetration as well as his claws over the tough skin of his inner walls sending shockwaves through his body that could not be stopped. All Frankie could do in the moment was to brace himself, finding purchase in his sex to accentuate the already swelling sensations. 

“OH, GOD! TOO MUCH!” He cried out, not caring if others could hear him in his building as his cunt clenched on his hand, eager to take as much of it inside of him as possible. 

Frankie was not prepared for the feeling of his clenching vagina to send shockwaves of ecstasy towards his throbbing prostate, in turn, forcing more viscous pre to leak from his twin phalluses. The sensations rocking against his maleness were almost enough to send him over the edge of orgasm already. It took only the firm grip of his lubed-up webbed hands to gently stroke his penises before he unloaded with two spurts of cum to blow over the end of the tips and leak onto the floor. 

Eventually, the sensations finally subsided enough that he could think straight. Though, the orgasmic haze lasted far longer than what he could have ever imagined. The pressure of cumming from two different perspectives was beyond his comprehension, and it was still taking a little bit of time to come to terms with exactly what it was he had done. It was all Frankie could do to not to pass out right then and there just from the exhaustion of that alone. 

It was the sensation of the fluids on his feet that prompted Frankie to look down, tantalized by what he was feeling. The drying semen and milk seemed to send a series of tingles through his body, ones akin to the sensation of rubbing his nipples. It was almost as if his feet had been an erogenous zone all on their own, and the introduction of his sexual fluids was just the thing to stimulate them!

Frankie stated down at his feet in wonder, feeling both of his cocks coming to life for a third time. Feet had always been a fetish of his but never had the skin felt so sensitive. It was like the flesh was calling out to him, begging to be touched. His feet were far more massive than before, after all. At the sight of them covered in his fluids, Frankie was nearly as turned on as he had been at any other point in the already very sexual change. 

Needing nothing more in the moment than to touch them, Frankie reached down to caress the sharkskin that made up the surface and bottoms of his feet. The cum and milk seemed to catch on the denticles, that being what he recalled comprised the sharkskin he now possessed. Unlike his human hands, the sharkskin on his currently webbed digits was not threatened with injury on the sandpapery skin he now possessed. He was free to explore them as much as he liked, and as intimately as he dared.

And explore them he did. Rubbing the cum into the skin, Frankie first played over the tops of them, a prelude of what was to come. Making sure every inch was covered in milk and semen, Frankie took a moment to feel his penises come to life from his stained sheath. The sensation was more relaxed and sensual, not the rush of desire that he felt the need to explore his cunt lips with. It was as though he had all the time in the world to explore the contours of his feet and all that they had to offer. 

For now, at least, the changes seemed to have slowed down, almost deliberately to allow Frankie the chance to explore his new anatomy. By now, all that remained human was his head and neck, though Frankie figured that would not last for much longer. But, he was remiss to care from how horny the changes made him and how excited he was to experience all they had to offer. Thoughts of his human form and what he stood to lose as this hybrid creature quickly moved to the back of his mind as he prepared to pleasure his feet the way he already dreamed.

A seeking hand drew the cum and other fluids down along the webbing at the upper side of them, making sure to coat every inch of the lovely skin. Next, his thicker claws scooped up some cum from his sheath to play in between the toes, working the fluids into the base as a sensual moan escaped his lips. The flesh was far more sensitive than he could have ever imagined, prompting his penises to start leaking for a third time. Where he was getting that kind of stamina, Frankie had no inclination. But he was not one to look a gift horse in the mouth, not with all the pleasure it promised to provide him!

Taking his time on the upper side of his foot was only a prelude to teasing the underside, the part that really did it for him. He could feel the carpet underneath tickling his foot and he rejoiced, moaning again from just the simple contact. Twitching his toes in anticipation, Frankie realized he could wait no longer and lifted his foot, desperate to rub its surface and spread the lubrication over every inch. Worried he may not have enough, his fears were quickly allayed as he realized that his twin members were leaking so much that he would have ample fluid to lube up both feet several times over. 

The sensation of teasing the underside of his foot was almost orgasmic on its own as Frankie rubbed precum over every inch. Teasing them between the paw pads, running over the heel, and teasing the underside of the webbing were the more wonderful things that he had ever experienced in his life. Frankie could hardly move from the spot, holding his foot up with one hand and teasing it lovingly with the other. Each caress sent a shiver through his cocks that were sure to make Frankie cum at any moment. 

Yet, before he could release again, he had to tease the other foot, lifting it up and gently rubbing the contours of his firm, coarse flesh with his cum-stained hands. A moan escaped his lips as one of his cocks spurted into the air, and then the other, simply from the act of touching his other foot alone. Frankie was in bliss, rolling his eyes back and breathing in the stink of his cum while coating his foot lovingly in it. It was amazing to change and tease himself in this way, more sexual than anything the man had felt in all his 27 years. 

It was only a tingling around his neck that could bring Frankie’s attention away from his foot lusts in time to see what looked like a series of slits formed in the skin. Wanting to touch them, yet not waiting to get cum in them if he could help it, Frankie stared in the mirror as they started to slowly pulsate as though he was breathing through them. The sensation of warm air touching them seemed to confirm that Frankie was, indeed, growing a pair of gills to match the shark-like features. 

Momentarily concerned for his safety, Frankie was relieved to feel that his oxygen intake did not seem to be hindered by the presence of the slits. In fact, he could breathe a little better, taking in air from both his nose and the new additions. Best yet, Frankie was sure they weren’t just for show and imagined himself diving into the ocean, using his hybrid features to explore an underwater world. Though he’d have to deal with stinky fur upon getting out, he quickly realized!

A tingling on his head drew Frankie’s attention back to the mirror, where his ears were stretching above his features. Reaching up gingerly to touch them, Frankie was rewarded with the presence of two rounded ears, a thick patch of reddish fur covering them both as they started to twitch. Frankie was almost distracted with their motions from the reddish shade that was covering his own facial hair, running up like a set of sideburns as they eventually covered his face completely. 

A brief ache from his jaw set Frankie’s hands to brace themselves over it as his whole face started to painless press outward, looking like it was some sort of muzzle. It didn’t hurt; nothing about the change had been painful, thankfully. Still, it was unnerving to see his teeth start to sharpen, his tongue flattening as his nose turned black and his familiar features started to resemble a canine or some other such creature. With the contrasting features over his body, it was impossible to say. 

Frankie was unprepared to feel his glasses slide off his face and onto the floor, the size of his growing muzzle too much for them to handle. It was of some comfort to know that his eyes, still their dark brown, were able to see much more clearly than their human equivalents. He wouldn’t be needing the glasses if the changes stayed!

Frankie found himself wondering about that for a moment. He had no idea why the costume piece had changed him in the first place. Was there any way for him to change back? More to the point, did he really want to revert to his human form after becoming so sexual a creature? The idea of not having such a body as this was maddening!

A knock at the front door caught the attention of his sharper hearing, and Frankie looked up, noticing his phone out of the corner of his eyes. He had received several missed messages from Alex, who was apparently at the front waiting for him to go to the party. 

Frankie felt his twin cocks harden at the thought of her close proximity. Though he never had an inkling for his friend or women in general, the idea of being that close to her made him powerfully aroused. He wasn’t sure exactly why she was doing it for him. But, sexual being that he was, it was almost impossible to deny what his body was telling him as he went to open the front door. 

At 5’9, Alex was standing there, clad in a reasonably well-put-together Rouge from the 90’s era X-men costume, green tights, yellowed boots and all, hiding her olive skin. Frankie would have been impressed with the effort she’d put in, had his mind not been on other things. He found her incredibly arousing but had it in mind that he could do better. Frankie wasn’t sure how he knew this, only that some aspect of the process that had changed him could be passed on to someone else, specifically his friend. 

Alex’s eyes, meanwhile, settled on the massive, hulking form that had formerly been her 6’3 slightly chubby friend. He could tell how impressed she was with the level of detail that went into his ‘costume’. Of course, it was nothing like the one he had planned to wear, but that was of little concern. His twin cocks and leaking breasts were not hidden, though he figured those would take a moment to notice in the low light by the door. 

“Frankie, that’s…I’m not sure how to say…” Alex began, but before she had a chance to finish the thought, Frankie was on her, taking her mouth in a deep kiss. Though unexpected, Alex leaned into it, the flavor of his mouth surprisingly pleasant. 

To his surprise, Frankie could feel his tongue start to change, the inside hollowing out as a slit formed on the tip. It started leaking a clear, viscous fluid, rather distinct from his saliva and not too dissimilar from the precum that was leaking from his twin pricks. Steadily, the entire surface became sensitive, far more so than even his cocks and breasts had been. It was as though his tongue was mutating into a penis all on its own. Frankie couldn’t tell without the mirror but was prompted to just go with the sensations where they might lead him!

Desperate for the contact against his sensitive new addition, Frankie teased it into Alex’s mouth. She was surely tasting the flavor of his oncoming semen by now, though it was likely taking her some time to realize what was going. By the time she had, however, it was far too late. Frankie could feel his penis-tongue tensing up as something opened underneath it, akin to a glottis or other such organ. It was from there that he gathered a reservoir of semen that he would shoot into his friend!

Not dissimilar to the sensation of ejaculation from his own cocks, Frankie could feel his cock-tongue spasm and shoot a load down Alex’s throat, filling her mouth with the white, rank fluid. She gagged a little, obviously not familiar with drinking down such a quality. But, Frankie was not worried. Whatever spell that had changed him could be spread in that way, it seemed.

Alex, for her part, was not expecting a rush of warm, salty viscous fluid to be forced down her throat, gagging on the sheer quality and the foul taste. It was as though Frankie had…but there was no way, not from his mouth!

A warmth seemed to settle over her, making her feel relaxed, even as Frankie ejaculated the last of his sperm into her and broke the kiss, pulling back to regard what it was that he had created. It was as though she was in some sort of dream, not impossible given the bizarre nature of the events. And, like in a dream, she was more content to wait for what happened next than actually panicked. 

Frankie, for his part, was excited when a beard of blue hair started to sweep over Alex’s bare features, looking more like a mane of sorts as she reached up subconsciously scratch at it. It soon thickened beyond the confines of a normal human’s, growing shaggy and obscuring the skin. Tufts of it seemed to be closer to the length of his own, and from the way she was scratching, it seemed that her chest was not being spared from hair growth, either. 

Alex rubbed the skin around her breasts, feeling a flush of arousal, unlike anything that she had ever known. It centered around her opening, making her squirm from the sensitivity of it all. The itching running between her chests and breasts, though annoying, was almost pleasant. She was aware of the growth of facial hair, and could almost see it out of the corner of her eyes. Yet, it was of little concern with how relaxed she felt. Even Frankie’s presence did not dissuade her as she reached down to rub at her crotch, trying to alleviate the aches that had formed there. 

At her touch, a shiver of ecstasy ran through her body, making Alex pant from a tongue that was larger than it should have been, almost hanging out of her mouth. The nub of her clitoris was her focus, drawing her fingers inside and around with experience as she tried to accentuate the pleasures that were slowly welling over her form. Touching herself was only made more exciting being in the presence of her friend, who Alex was starting to see as sexier, especially his leaking breasts and massive cocks. She had to get a taste of them…

Before she knew was she was doing, Alex was on her knees, taking one cock in an expanding jawline and rubbing herself through her clothes with the other. The itching down her neck and chest mostly went unnoticed in her eagerness to have her lips around the tasty treat that was being offered. It was obvious that it would give her the same sensation that she had experienced already from Frankie’s cock tongue and that was fine with her. In fact, she even craved more cum down her gullet, the thought sending shivers through her sex and making her rub the area with eagerness. 

Unbeknownst to her, the nub of her sex was pressing against her hand as though eager to be touched. Eventually, it was large enough that she could wrap her fingers around it, though Alex was not aware anything was off. Even as it continued to enlarge, the tip became more sensitive as veins started to pulsate through it. Fluids were even starting to leak from the tip, as something inside of her descended towards an opening that was starting to seal together. 

Yet, lost in the flavor that was leaking from one of Frankie’s shark cocks, Alex was remiss for not noticing the alterations to her sex or how her B-cup breasts were starting to deflate, hair covering their surface. The areolas lost their sensitivity and had reduced to a vestigial state, but Alex cared little with the pleasure that she was receiving in her altering member. It was even starting to press against her costume, though Alex had a few moments of awareness to reach down and remove the pants suit. Pulling back her head a few moments, Alex allowed her arms to raise, and for her shirt to be removed, feeling it easier now that her breasts were largely absent. 

Naked now, Alex dove back on the target of her affection, wanting to drink down the tasty cum that Frankie had ready to blow. He reached down with his webbed hand to try and hold her head in place, eager to see that her hair was changing, that wisps of it were starting to poke on the sides. Frankie had some mental image of what she would become, given his love of comic books. The X-Men costume brought his thoughts to his favorite character, not Rouge but Beast. And the blue hair on her head seemed to be indicative of that character, leaving Frankie more excited to cum than even his own changes!

A deep moan escaped his lips as his first shark cock started to spasm, filling Alex’s mouth with a tasty blast of semen, one that she swallowed eagerly. She could feel it running down her throat, her skin writhing as though being fueled by the infusion. The muscles seemed to be swelling, pressing against the skin as they doubled and tripled in size on her modest frame. Though she was already skinny and toned, any remnants of body fat that persisted on her body were sucked in under a layer of muscle, starting to grow under the masculine layer of hair that was covering her chest and belly. 

The more than she drank down her salty reward, the more that her own member started to expand, now unhindered by the tight clothes of her former costume. It was four inches now, the tip having formed a slit that was leaking fluids over her hand as she stroked. Though her sex was dry now, it was of little concern with the focus that seemed to be on her cock head. The clitoris was at the end of the shaft, forming a head of sorts as it started to leak from the slit at the tip. The shaft itself was growing longer, widening in circumference as veins started to pump blood into the engorged tissue and made it almost painfully erect. 

There were more changes that continued to affect her body that Alex was slowly starting to become aware of. The facial hair spreading over her face was more like a beard of sorts, giving off an unfamiliar itching sensation that she wanted to scratch. The hair was spreading up her sideburns, creating a shaggy carpet the likes of which that could never exist on her female face. The once-angular contours of her face were thickening, becoming squared as her jaw jutted out, prompting Alex to adjust the muscles underneath a few times just to get a feel for its new contours. Slight swelling in her throat signaled the development of what she would later call an adam’s apple, though she thought little of it at the time. 

What did catch her attention was the continued flattening of her breasts, all their fat evaporated as the tissues within became essentially vestigial. Though the nipples were still sensitive, they lacked the erogenous zone where her female assets once sat. The remaining tissue soon hardened with thick muscles, forcing her new pecs to protrude slightly from the washboard abs that were developing over her stomach. The same itching of hair growth played intently over them, a masculine coating that soon thickened beyond any human male could support. Though, the heavy blue shade they seemed to develop was a clear sign that she was not only altering aspects to change her in gender!

Yet, the most prominent change was that to her sex as the former numb started to bob up and down from its sheer size. The slow realization began to cross her mind that her clitoris had altered into a penis that was more in line with the one that her best friend now possessed. Though it didn’t seem to be the split phallus of the half-shark form that Frankie wore, it was clearly thick, leaking, and hanging heavily on her groin. Stranger still was the sensation of something descending from her loins, as though her ovaries were spilling out into a fleshy sack that soon dropped behind the developing penis. They felt weighty and oddly full, as though the orbs within were swelling with what she had to assume was semen the likes of which was currently filling her belly. 

It was harder for Alex to consider herself female as the forming testicles forced his developing shaft to leak. He was male now, and the prospect didn’t seem to bother him like he perceived it should have. Rather, he felt powerful, masculine, and every bit as sexy as the form that had been obviously been bestowed on his friend!

Frankie’s gaze lowered in tandem as the two of them watched the developing penis come to fruition. Its head was bulbous, though still remained human-shaped. Yet the blue veins that ran through it were more indicative of the Beast form that he was starting to possess. It was far larger, however, stretching to ten inches and growing still. It soon dwarfed the size of the phallus of a human, growing to match the muscles that were straining against the skin and the hair covering it. 

Before he could reach down to play over the cock that sat on his groin, Alex felt a firm sensation of finned hands on his phallus. He looked up into the bestial eyes of his friend, shivering at the erotic contact. He was content to let Frankie have his fun with Alex’s new physiology, trusting he knew well how to model male pleasures. The rough sensation should have hurt slightly, though it seemed that Alex’s new cock was made of sterner stuff. A moan escaped his lips as only pleasure raced through his body and made him shiver.

“Oh my stars and garters,” Alex moaned, looking back at the smile of his friend and now lover. The sight of the throbbing erection in his mouth, though alien, made Alex more aroused than he could recall in memory. He grinned with his own proto muzzle before taking Frankie in another embrace. Flavor of cum on his lips, Alex could only hope to get another throat full!

With the taste of pre-cum on his mouth, Alex was hardly aware of the alterations that were still playing over his body. His muscles were rippling under the skin, teasing over his form and expanding him painlessly double and triple the size that he had been. He had to adjust his stance several times to accommodate the increase in mass. Though Frankie was large enough in his own right, it seemed that Alex was even stockier, making him squat slightly from the bestial posture. His rippling biceps, bulging thighs, and hard-packed abs were the envy of even the most liberal artistic renditions of the character in comics. 

Even with all these alterations, only tingling in his feet could distract from the taste of cum being willfully leaked into his maw, or the rough hands playing over his throbbing cock. It started with itching, as though the skin was prickling with hair growth. Then, the pressure started in his toes, cracks and pops signaling their development with more flexibility than they ever before possessed. The pressure especially build in the indent between the toe and the base, as though it was pulling downward to match the flexibility of his thumbs. Each digit extended outward, forming an extra joint to allow maneuverability that was beyond Alex’s fathoming. 

Alex wanted to look down to see what had happened to his toes, making him dig the digits into the carpet as the pressure in his penis grew. But, his end was near, and the flavor of cum from Frankie’s cock tongue was building. He wanted to suck down that delicious semen, and nothing could dissuade him from the lofty goal as he sucked with the fervor of a man starved. The pleasure in her penis, spurred on by the firm grip that Frankie seemed to hold over him, was almost secondary to the creamy cum that Frankie’s tongue would soon grant him.

Frankie was elated with the form that he had unknowingly bestowed upon his formerly female friend. With the swelling of muscles and the altering to his feet, Alex had become a muscled adonis even when compared with his comic book counterpart. He was more handsome than anything than Frankie could imagine. He wanted nothing more than to be taken by such a magnificent male specimen. Though, it was the need to cum from his cock-tongue that took priority and made him squirm as he prepared to blow that new load. 

Gasping, Frankie felt his tongue unload, making him shiver and shake with the release that was granted him. Alex gently played his tongue over Frankie’s penis, his own remaining human but expert in its ministrations. It wrapped around his penis, stroking it off expertly as Frankie gifted him with his heavy load. The previous orgasms did not deter the quantity that he was able to produce, nor did they seem to limit Alex’s hunger for the cum that he had ready to give. 

For Alex, the infusion of semen was the last bit he needed to start his own first-time male orgasm. Cock throbbing, his testicles swelled to impossible proportions before his aching shaft started to explode with the pent-up load. Frankie’s touch was consistent and perfect, and Alex had no chance of resisting the need to cum. A moan escaped his lips as he pulled his mouth back from Frankie’s, a spattering of semen blowing from his rather girthy shaft and spilling all over onto his legs and feet. Alex felt a little uncomfortable with the sticky seed over his newly grown hairs, but any ill-ease was quickly lost at the pressure of his first male orgasm. 

More cum than even Frankie’s cock was able to produce spurted out of Alex’s newly developed cock, making the newly-minted man squirm from the release. The force of orgasm was more potent than any female equivalent that he had ever experienced. It was akin to a single burst that blew all of his load out at once, and the force of which was almost enough to make him pass out!

Holding him up, Frankie looked into the eyes of his friend, admiring the beastly form that he had created. The masculine scents wafting from his male form made him hard all over again. Yet, there was a second, more pressing need welling up in his new cunt lips, the urge to be taken and fucked. It was more than he could stand to not beg the changed Beast to fuck him in his female sex while he stroked his twin shark cocks or his leaky nipples in kind!

But his advances would have to wait when the sound of a knock hit his ears. Frankie was confused for a moment before Alex answered. “My friend Colin is outside waiting for us. Must have been fairly patient to allow us this fitting baptism,” Alex said, a look of confusion crossing his features. He still had to come to terms with not only his new masculinity but the more advanced vocabulary that seemed to accompany the character that Alex represented. 

At the notion of adding a third to their fun, Frankie grew hard, thinking that an orgy was just the means to finally satisfy the lust that was playing over his mind. He needed to take the thick cock of his friend, while fucking another male with his shark phalluses and stroke his breasts all at once to get the true release that he craved. 

“Then let’s let him in,” Frankie said with a smile on his muzzle. Alex nodded, picking up his phone from the discarded costume and texting him with the invitation to enter. Colin seemed hesitant in his response, thinking that would leave them all to be late to the party. But, in his reply, he had agreed to come in, and Frankie hit the lights to allow him to enter without fear of the two beasts before their lust had afflicted him as well. 

Frankie’s vision in the dark was somewhat more enhanced by the animalistic form that he now possessed. He took the moment of the door opening to drink in the sight of the man that Alex had brought in with him. He’d never met the man before but was rather impressed by the sight. He was white, 6’0 with wavy, short black hair, toned but had no visible muscle mass. Frankie found himself wondering how much body hair the man had but figured it mattered little with the changes he was about to go through. Frankie also had no inkling of the man’s sexuality but, again, figured it was of little consequence. He would be altering that soon, too. 

The man’s costume gave Frankie the perfect idea as to what to make of him. He was dressed like an old-timey nobleman, clad in a dress suit, large boots, and a thick sailor’s hat. The image that stuck home reminded him of Gaston from ‘Beauty and the Beast’. But leaving him that way would simply not do. He wanted to make a true beast out of the man, one larger and harrier than even the two of them!

This time it was Alex’s turn to make a beast out of him, rushing in with strong arms and holding Colin in to face him. He reached back, kissing the man before Colin had a chance to even speak. Colin leaned into the kiss, surprised, but not finding the experience unpleasant. 

For the first few moments of the process, Frankie saw it fit to pleasure himself, reaching down to stroke his ample breasts and coaxing more milk to leak from the nipples. His cocks, not deterred by the multiple orgasms had come to full attention once more. Yet, their needs were not as intense as the ones in his nipples, and he wanted to take the moment to enjoy the sight of Alex doing his work by pleasuring them. 

His friend seemed to have the same inclinations Frankie did, or perhaps Frankie was the one calling the shots. Still, the rounded ears that were poking up from a ruff of hair that was slowly starting to lighten to brown made it obvious that Colin was on his way to becoming a very different sort of Beast. 

It took Colin a few minutes to recognize that it was a literal beast, the X-Men character, and not a random costume. But, given the sweaty stench and the raw animalistic strength, it was starting to seem like less of a costume and more of the real deal, as impossible as that was. Still, he found himself more attracted to the form the longer that their kiss went on. 

It wasn’t until Colin’s wandering eye caught sight of the discarded remnants of Alex’s clothing did it begin to dawn on him that maybe his friend and the creature were one and the same. It was too much of a coincidence for Colin not to think that the Beast before him was Alex. The realization made him lean into the kiss even more, excited to share this with his friend and slight crush. The contact of the creature’s mouth on his own soon became his world, making him excited in ways that Colin was not fully aware of. Even the tingling over his face and hair seemed second to the sensations of the being’s tongue and the musky, salty flavor on its breath. 

Eventually, the itching of hair started to annoy him enough that he struggled to try and scratch. As though reading his mind, Alex, whom Colin was sure was the Beast now, released his grip to allow Colin the courtesy. Colin immediately reached up and started scratching, not caring about the texture was coarser, thicker as though his mane of hair was expanding. 

Colin found himself soon unable to concentrate on the alterations to his head, however with an intense heat that began emanating from his crotch. It felt as if it were on fire, a burning need for stimulation firing into his psyche. Far from a normal flush of arousal, Colin was overcome with the needs to fuck, to rut, to expel the excess seed in his balls over and over again as many times as it took to quell the lusts that were hitting him all at once. 

It took a few moments for him to realize where the arousal was coming from. Still kissing the Beast before him, Colin could feel something warm and wet against his groin, leaking all over his pants suit and rubbing against the growing bulge in his pants. Though he’d perceived himself as being straight before now, the realization that it was a man who was the source of his need did not seem to bother him in the slightest. He needed sexual stimulation and the desire for this male before him could not be denied. 

Not willing to break the kiss, the warmth coming from his head and body was secondary to the erotic touch of his friend on his mouth and his cock as Alex started to thrust forward. The heat was proceeded by an intense itch, and swelling in his muscles that seemed to settle comfortably over his form. It was pleasant to experience these sensations, accentuating the kiss and frotting against his pants, causing him to leak more fluid. 

In his current haze, Colin was only now just starting to comprehend that the taste in his mouth was seminal in origin. It made a queer sort of sense when he thought about it. It didn’t take long to realize that there was another being behind Alex, one with cocks far more massive than he could perceive on his frame. It was just as likely that Alex had been with this other being as Colin wished to now be with Alex. He was tasting the cum on Alex’s breath, but in the moment he couldn’t imagine being more turned on. 

A pressure was starting to become present in his clothing, as though the fabric was being stretched from underneath. It was becoming obvious that he was growing, that aches of muscles and stretching of skin were indicative of a form that was not his. But Colin was remiss to care, lost in the make-out session he found himself in. He was more turned on by his now-male friend than at any point in his life. What was the sensation of growing bigger and harrier in the face of that?

The itching was starting to play down his already-hairy chest, coating him in a brown covering that soon obscured the skin and matched the consistency of fur. It was nearly maddening to feel such things, though Colin could do little about it at the moment. He was forced to rub the skin through the increasingly-tightening clothing, feeling it pulled taut against the force of growth that was assailing him. The muscles were tearing at the skin, ripping apart and reforming faster than any real damage could be done. Colin went from his modest size to that of a bodybuilder in mere moments and was growing still.

The former man, now Beast, seemed to notice his lover’s discomfort and reached down to pull at the shirt that was still confined to Colin’s chest and tugged. The effort should have been painful, but Colin’s skin was now made of sturdier stuff, tough against the force that caused a rip to resonate from the back of the shirt. Colin hunched his shoulders, loving how massive they were, allowing the rest of the shirt to tear and to be pulled off with a puff of the hair that was covering his chest. Though the rags were essentially ruined at this point, Colin could hardly bring himself to care, lost in the sensation of growth that was playing over him.

Colin then had a brief reprieve from their make-out session to admire what had become of his chest. Though largely obscured by thick, brown hair, the consistency more in line with an animal than anything that he had before, he could still make out the muscled outlines that told him he was a hunk of a man. It looked like he had put on hundreds of pounds of muscle at this point, firm pecs, washboard abs, and ridged sides indicative of a body that was not his own, yet certainly not one that he minded!

The aches of muscle growth were playing over his upper arms now, and Colin brought up a hand to touch the skin, loving the firm tone that was covering it. He didn’t even care about the patches of hair that were spreading, connecting, and removing all of the skin from view as it thickened and coated his arm. He did detect the slight irritation of something sharp against the flesh, before looking down to see that darkening nails had begun to thicken into points, nearly the circumference of the fingers now as both continued to expand. 

Yet, he hardly had the ability to keep his focus on such things with the musky male strench that suddenly entered blackened nostrils. He could feel his nostrils flatten, the surface becoming moist as slits formed up the sides to allow a greater intake of air and scent molecules. The rank odor of male made him harder than he ever thought possible, cock straining in his costume as his continued growth threatened to tear off his pants. 

Alex, for his part, stared at the changes with his cock at full mast, marveling over his work. Colin was coming along quickly, the perfect specimen of Beast from the Disney classic. He still had some ways to go, but there was a surefire way to help him along in his transition. That, and the intensity of the pressure in his rear made him crave to take cock, though not in the way that he was used to. 

Colin grinned, muzzle stretching as he did so. Alex was getting down on his hands and knees, reaching back to expose his gaping pucker between blue-haired ass checks. He didn’t bother to say anything; though his intellect had increased with the bestial form he possessed, right now, he was more Beast in body than in mind. The idea of being fucked by the other Beast he had created made his cock leak rivulets of precum. 

With the current level of tightness in his pants, there was little chance of getting them off without damage. But that was of little concern to the changing man, who used the new strength in his upper arms to tear them apart. Swelling thighs and extending heels made it hard to get the pants off. But soon, ample fingers got between the waistband of the jeans and tore, the fabric ripping down the center and exposing the thick patches of brown fur covering the muscled skin. 

Soon, all that was left was the tightly pulled underwear, massive cock within bobbing up and down and leaking its need. The scent was heavenly, making Colin flare his nostrils and forcing his muzzle out another inch. An ache in his groin signaled that it was the next thing to alter, and he quickly tore off the final layer of fabric, eager to see what was inside. 

Where his well-trimmed pubic hairs once sat was the beginnings of a bush that looked like it had never been managed since puberty. It was nearly as thick as the hair of his beard, far thicker than the thin coat around his chest and belly. Though as Colin admired his changes, he couldn’t help but notice that a trail of hair seemed to run from below his beard, coursing all the way down to the hair of his belly and towards his groin, where it merged seamlessly with the masculine form. 

Yet, no matter how thick the hair, it was insufficient to hide the erection that continued to pound outward, several inches from his humanity and growing still. Though the shade was turning red, Colin was hardly deterred by the sight. It was clearly the cock of a beast, the head tapering, his former foreskin pulling down into a sheath, and a bulb at the base that signaled the formation of a lupine knot. But to Colin, who was more aroused than at any point in his life, the ten-inch girthy member was exactly the size and shape that he wished to plunge into his friend’s ready rectum. 

His beard was already thickened into a bestial bush, itching fiercely as it continued to lengthen. Soon, it reached nearly down to his neck, merging with the sideburns to form a mane of coarse hair. It spread from his former human quaff until the entire thing looked more fit for a lion than the man that Colin had once been. 

An ache from his backside was almost enough to make him turn around as though something was being forced out from above his butt crack. Colin could feel the thing getting longer, rasing up and twitching of its own accord. It took Colin a few moments to come to terms with the fact that he had a tail, its presence on his backside almost enough to distract from the erotism that was playing over his thoughts. Almost. 

The next piece of his changed visage started as two nubs that protruded from his temple, pressing outward. They prompted Colin to reach up and rub the spaces in time to feel the growths of bone protruding through. Reaching upward, they stuck out at odd angles from his sloping forward, curving backward and looking more fit for an ungulate rather than the man that Colin had once been. But, for the form he was slowly starting to realize that he was acquiring, they suited his long mane and beastly face just fine. 

“Please, some expediency is in order?” Alex said, using Beast’s voice and dialect like it was his own.”

“It would be my pleasure,” Colin responded, reaching down with his leaking tip and rubbing the fluids all over Alex’s needy asscheeks. Alex, for his part, shivered, moaning in a sound that was not becoming the Beast that he was. Never in the comics was Beast allowed to partake in such pleasures, after all. It was the primal side of the character coming out, and Alex was in heaven!

Without much more prompting, Colin plunged in, thinking that his mate was sufficiently lubed up. His member went in rather easily, making Alex moan and grunt from the almost painful penetration. Alex was no stranger to taking cock, but never before in his backdoor. Yet, the sensitive male prostate he now possessed soon dulled the ache of cock in his rear, and the two of them settled into a rhythm, rocking back and forth as they fucked like the beasts they were in body. 

Eager to join in on their fun, Frankie let go of his leaking cock and dripping breasts, grinning with the shark-like expression as he got down on his knees and started licking at the cum still staining Alex’s feet. Alex twitched, not expecting the level of sensitivity they possessed. Colin worked his cock-tongue in between, yet still able to lap up enough of his semen and pleasure his friend at the same time. 

Alex, for his part, had not expected the sensation of a tongue on his feet to be so stimulating, making him twitch and writhe and open up for the cock inside of him further and further. His digits were so sensitive as Frankie prompted him to lift one foot, taking the large toes in his muzzle and licking them, teasing over the coarse flesh and making Alex vibrate. It was as though he was able to cum from such an onslaught of stimulation all at once, even without touching himself. 

Alex did just that, barely needing to stroke his cock as he exploded all over Frankie’s head, his balls literally vibrating from the release. His anus clenched on the cock inside of him, inner walls playing over the veins and ridges until Colin roared out with a sound that befitted the Beast he was. Soon, Alex was rewarded with a warm stream of cum inside of him, Colin thrusting until his flared knot shoved in and kept them tied so tightly that none of his seed leaked out. 

Their time spent tied together was not wasted as Alex felt each of his toes being teased in tandem, making him leak more clear fluid at the prospect of what was happening. Not wanting to be left out, Colin stamped his own, still-human digits. He wanted to know what Alex was feeling as each suck of his toes reverberated in the clenching of his bowels on Colin’s cock still embedded inside of him, nearly enough to make him blow another load. 

Wanting to welcome the newcomer, Frankie reached down with his muzzle and did the same to each of the human digits on Colin’s foot. It prompted claws to slide from the moistened skin, toes to twitch, and coarse pads to form under the ministrations of such an eager caretaker. Though his toes were shrinking relative to the bestial feet that Colin now possessed, they were far longer than their human equivalents. Colin would never have expected it to feel so good, but now that he had a taste, he would have begged Frankie to continue if Frankie wasn’t so eager already!

It took Colin’s knot some time to pop from Alex’s rear with a splash of semen, one that he was happy to lap up with a thick bestial tongue. But, the fun was not done yet, Colin’s cock coming to erection at the sweet taste of his own semen. Plus, there was a scent in the air, one that made him shiver. The aroma of needy cunt lips that sang to his previous proclivities. Though, sexuality was hardly a concern with such sexy beasts in need of his services!

It was an all-out orgy then, the three of them wanting to find a position to cum together and explore their new bodies. Frankie quickly presented, his cunt lips aching with the need for true penetration to his new orifice. Colin was quick to take up the call, lining up his thick canine member and inserting it forcefully up to the hilt, starting to thrust to make the former man squirm. 

Not wanting to miss out on the fun, and curious to what his ample ass could pack inside, Alex bent over, showing off his abused and gaping pucker to his best friend. Though Frankie was about to be taken and knotted, he was still able to move forward, teasing Alex’s backdoor with leaking cock tips before inserting one and then the other, making Alex moan out with the pain of such a forced entry. Never before had he been open up in such a way!

Still, Alex wanted to take Frankie’s thick dicks inside of him, squatting lower to find the perfect angle. His mammoth prostate was on fire, making him moan and grunt in bestial fashion as he stroked himself off, asshole clenching powerfully on both cocks enough that Frankie nearly blew his load right there!

The pleasure in his cocks barely held a candle to the sensations welling up in his cunt lips, however. He had never been fucked in a vagina before, and the sensations that extended to his male sex made the whole experience almost more than his mind could take. His body was made for pleasure, it seemed. Frankie was barely able to keep himself in the moment, 

Lost in rut as they were, it did not take the three of their pleasures to build up to the inevitable end. Colin, the freshest of the three, could not hold back the torrents of bestial jism that he had built up in his balls. The sensation of tight cunt lips against his cock, though not with as vice-like a grip as Alex’s ass had been, was still enough to bring him to release as he exploded, filling up Frankie’s cunt lips with virile sperm. 

Frankie’s rough-skinned fingers played over his breasts, squeezing the nipples and savoring the slick sensation of milk leaking out and over his hands and fur. But it was the stimulation to his vaginal walls from such a meaty cock inside of him that was his boon, making each shark cock cum like a cannon, one proceeding the other. Such torrents of jism were more than Alex’s ass could take, leaking out from his backdoor and decreasing any friction in having both cocks inside of him. The force of jism to his prostate was more than he could bear as he, too, came, sending the trio into a frenzy of orgasmic release. 

The three beasts lay there for a few moments, content in the changes and what they had done with each other. No regrets crossed their minds at the changes, and no one thought to question their source. Regardless of their inclinations before the process had occurred, they certainly loved the way they looked and felt now!

Frankie sat there, most content of the three of them. After all, he had the most to give in terms of sexuality, and it had taken him that much release to finally give him some degree of satisfaction. It was nice to finally enjoy his body for its other assets, not just those that brought him physical pleasure. His tail, for example, hung heavily behind him, weighty and girthy. It was so bizarre to have such an anialistic appendage! 

Yet, his rest would not be long. Though Frankie felt himself satisfied for now, there was no telling how long the magic would last. More to the point, tonight was Halloween. The night where his visage could be confused as a mere costume. He could get out and about without anyone thinking him too off, save for both his male and womanly assets. But that would only last a few moments, enough for him to get close. And, best of all, so many people would be wearing such wonderful costumes, giving him so many ideas of creatures to turn them into to service his sexual needs and their own…