Breathing in the cool autumn air, Leo let out a contented sigh, loving being out on the trail that he had come to travel almost every weekend he could get off from work. Though it wasn’t the easiest hike, the sight of the outcropping overlooking the valley where he stopped at the end was worth it every time, in his eyes. That, and having walked it so much, the steep incline was hardly an inconvenience for his physique. He loved it out here, the peace and the solitude of the natural world, the perfect reprieve from the hustle and bustle of city life. It was worth the effort to make enough time off so he could come out here as much as he wished. Leo could think of no better place to be, especially at this time of year, fall his favorite season. 

Of course, he wasn’t alone. His regular hiking buddy, Haley, was right beside him, not even panting or sweating under the layers of garb he normally donned for their hikes. But, of course, he was a mountain man, through and through, a park ranger by trade, as he’d informed Leo. The two of them had met here several months ago when Leo had tried to hike this trail for the first time. Deciding the company would be nice, the two of them struck up a conversation, finding that they had several interests in common, in particular, studies of history, magical creatures, and the general appeal of the outdoors. Eventually, Leo got Haley’s contact information, and the two of them arranged to go on hikes regularly and were thankful for each other’s company. Having lived out here for many years, Haley knew all the best spots and beautiful scenery that came with them, and was happy to share it all with his new friend!

Though, disappointingly, it was soon time for the pair to cease their hikes together for the rest of the year. It was late fall, the weather colder, and the absence of leaves indicative that winter would soon be coming. Leo could no longer make the long drive to the campground from which he started his hikes, especially when the roads closed due to the expected heavy snowfall. He wasn’t sure how Haley did it, but he knew his friend likely hunkered down in his cabin for the winter, living off the land and getting around with a snowmobile and snowshoes. Still, with his remote location and heavy regular snowfall, it was likely that they would be apart for several months until the thaw allowed them to resume their regular hikes together. 

“Hey, Leo, say…this might be your last time up here for a few months. So, sorry, but I’ve been saving something special for you, just for this last trip. Something I’ve been wanting to show you for a while, but I haven’t gotten up the courage to, well…” Haley said, sounding nervous that he was even broaching the subject. 

“Oh? Someplace you haven’t shown me already? You’ve been holding back on me, buddy?” Leo asked a little teasingly. He had been thankful for all of the beautiful sights and locations that Haley had exposed him to but didn’t expect his friend was saving the best for last, so to speak. 

“I-er…well, it’s not something I’ve just shown anyone. It’s…special, to me. Something that I’ve waited to show, well, the right…person,” Haley said, not wanting to keep his gaze on his friend. 

The uncomfortable silence sat in the air for a few moments, the two of them keeping up their stride as they continued toward their usual destination. Leo, for his part, didn’t quite know how to react. Part of him was flattered, certainly. He hadn’t thought of his friend as anything more than that. But he didn’t dismiss the idea out of hand, either. Not that he could be certain of his friend’s intentions, of course. But, in the end, he figured it was worth seeing what Haley had in mind to show him, curious and a little excited all the same. 

“Well, I’d be happy to see it!” Leo replied, a little hopefully. He didn’t want to turn down any notions outright, almost excited that his friend might feel so strongly about him, friendship or more, that he would want to show him something special, something that he implied he had not shown to another soul before now. 

“It’s not far from here. There’s no trail, so we have to cut through some brush, but it will be worth it, trust me,” Haley said, an excitement in his step as he cut through the side of their well-marked trail, Leo following close behind. Part of him was a little nervous about going off the path, but his friend lived out here, after all, so there was little fear of them getting lost so long as the two of them stuck together. So, he decided to put his trust in Haley, following him closely as they trekked deeper into the woods. 

After some time, the sun waning, Leo wondered if he should ask to turn around, to head back before it got too dark. He didn’t want to be stuck in the middle of the night in the woods, after all, especially so late in the season. Yet, Leo thought better of it, deciding to trust in his friend. After all, he likely lived around here, and Leo could simply stay the night in his cabin if they stayed out too late. Surely Haley wouldn’t leave him hanging after all these months!

It was as though Haley could read his mind. “We’re close, don’t worry! We’ll get there before sundown!” He called back, picking up the pace through the relatively untouched brush. 

“Sounds good!” Leo replied, though still a little nervous about their eventual destination. If they were heading in the direction of Haley’s cabin, then why wasn’t there a more defined trail toward it? Surely, if Haley himself trekked in and out of his abode on a daily basis then he would have at least made wares and tears in the forest from his walks. Not to mention keeping them up to date for his job and making it easier to access the spots he had to check! Though to be honest, Leo had never seen his friend’s cabin and was more than a little eager to learn how his friend lived up here all alone with what had to be minimal creature comforts. Leo could hardly imagine doing so himself!

“Sorry about the terrain. It’s a private place, and I don’t really have a clear path to get there. I get in usually by…well, another way. We’re almost there, anyway. I hope it didn’t rough you up too badly!” Haley said, trying to lighten the mood but obviously sorry that he put his friend through this, even if he was excited. 

“It better be worth it!” Leo said teasingly. Haley laughed awkwardly, leaving Leo wondering if maybe he had hurt his friend’s feelings. “It will be worth it, trust me!” Soon came the reply, Haley’s confidence returning. Leo smiled at that. It was nice to see that his friend was coming into his own. Hell, maybe Leo did find that confidence a little attractive…He wasn’t opposed to the idea of another man, and it had been some time since he’d last dated. And he could certainly do worse than someone he was already long-time friends with!

“There it is!” Haley said suddenly, and Leo stopped, looking up past a few trees to what appeared like the side of a mountain. It was not one he was knowledgeable with, though none of the terrain Haley had led them through had been familiar. Hell, he didn’t even recognize the particular mountain they had come upon, but it didn’t matter, not really. Haley was with him, after all, and clearly knew the lay of the land. He trusted his friend absolutely. 

The trees soon opened up to the sight of a cave, a twenty-foot high passage where the surrounding brush had been carved away, presumably by some sort of large creature. Far too enormous to be for a normal animal, Leo felt instantly nervous, thinking that it had to be the lair of some mythical beast. Such things were very uncommon in this part of the world but certainly not impossible. Dragons and the like were reclusive by nature, and if one did persist around here, it would be unlikely anyone, save a seasoned woodsman like Haley, would know of its presence. And, given the newness of the trampling around the area, it was likely one that had been there recently. Something that could be a danger to them if it was so inclined to be.

Yet, Haley seemed to remain unphased, walking towards the entrance to the cave and pulling out his flashlight. “It’s just inside. Don’t worry. Despite appearances, it’s perfectly safe. No harm will come to you. Trust me,” Haley said, holding out his other hand for Leo to take. Despite his justified fear of being in the presence of something dangerous, something in the way Haley was acting instantly relaxed the man. 

“Do you know if something lives here?” Leo asked as the two of them crossed the threshold into the cave. Surely, something had to inhabit such a large cave, more likely made by a creature rather than a natural occurrence. 

“I do. It’s perfectly safe. Don’t worry. What I want to show you is inside,” Haley said as he shone his light into the entryway, gently tugging his friend along. Leo followed a little hesitantly, though he kept his grip on his friend’s fingers, not wanting to let go. Haley hadn’t really answered the question, which made him more than a little nervous to wander inside. 

Leo pulled out his own flashlight, the twin beams playing over the tunnel as they searched the path within. The tunnel was relatively unremarkable, save for the lack of animal life and the scratches on the walls, as well as a general erosion of the floor. All signs that this cave was, very recently, inhabited by some sort of large creature. Something that Leo couldn’t deny was a mythical being, one sentient and unpredictable in its patterns. Leo couldn’t quite keep the fear from his thoughts, holding Haley’s hand tighter as he guided them deeper into the cavern, the light from outside not able to penetrate within. The contact was comforting, allowing Leo to get into the moment and giving him enough peace to continue. 

Still afraid to ask, Leo still found himself wondering what sort of beast dwelled inside here. Surely, it was one that Haley either knew or knew of. He was not a fool; the two of them had talked at length about their shared interest in mythical beings, and his knowledge far surpassed Leo’s own. Though few persisted in this area of the world, as much as Leo had understood, there were still places where the presence of dragons, chimeras, hydras, griffins, and a variety of other beasts with magical properties lived outside of human habitation. To study such creatures had been a lifelong goal of sorts, though Leo had ended up with a rather mundane job in the end. Still, it stayed his hobby, and he was as well versed in it as anyone he’d met, save for Haley himself. 

Despite the fear of being in a situation where he might confront a dangerous being, Leo couldn’t hold back a sense of excitement. What if there was something inside to indicate the presence of a creature? A hoard, a nest, almost anything would be enough to arouse his interest. Leo wanted to ask but was still too nervous. Surely, Haley had something amazing to show him. Besides, Haley had the expression of an eager child on his face, wanting to show off the cave and whatever lay evidently inside. He was not likely to give details of the surprise until it was right in front of them!

At first, the scents within the cave were relatively familiar, musty, and damp. Leo had never been much for spelunking, though was familiar enough with caves not to be surprised by the odors hanging in the air. Yet, the further they went, the more the scent of something…else wafted into his nose, something he could not immediately identify. It was thick, pungent, and almost sickly sweet, but something that carried with it notes of familiarity. An odor that he’d scented before, to be certain, but never something he knew to this degree. As offensive as it was for him to experience at first, the further he went into the cave, the more it seemed to grow on him to the point that it was almost pleasant. In fact, he soon started to crave it, wanting to have more of it filling up his lungs as they moved deeper and further down the expansive cavern. 

Though he still held a strong feeling of trepidation, Leo had to admit something about the scenario made his heart beat faster. It was becoming more and more elating to see what was waiting for him deep inside the cave. Was there really a chance he would see such a being that had astounded and excited him for all his years of casual study? Or, perhaps, was it the feeling of being in such an intimate situation with a long-term friend that had his heart beating just a little faster…?

“Almost there, just a little more…” Haley said, almost with a sound of reverence. The scent in the air was getting stronger, and Leo found himself almost dizzy from the stench. It was hard to focus on anything other than the hand his fingers were still wrapped around, and the sight of the man he had spent so much time with over the past few months. A man that he found himself wanting to spend more time with, in whatever form that meant…

The more they stayed together, the more Leo felt his feelings for the other man growing. They had been developing subtly for some time, he was becoming aware they were stronger than he thought, and he found himself hoping they might grow stronger still. The odds were ever-increasing of that becoming the case. Leo allowed himself to fall into the moment of excitement, not knowing what was coming on various fronts, and excited to experience it nonetheless.

Something glittering out of the corner of his flashlight made Leo jump for a moment before Haley’s light settled on what he assumed was the back of the cave. It took Leo a moment to realize what he was looking at, shocked at its presence as he was. It seemed like a massive pile of a variety of objects, minerals, gems, gold, jewels, and random entities that seemed to have no place there other than the fact they were shiny. It was a literal mountain of treasures, and the value of such a hoard had to be astronomical. For that was the only word that came to mind in Leo’s head, a hoard. Like one that a dragon or some other beast would admass….

In his dizzied state, Leo had a hard time focusing on what was in front of him. It was unlikely that such a beast could hide out in the woods without being discovered at some point. This was a clear calling card of such a being, something that could not be amassed by humans without outside resources. The reality they were standing in a literal dragon’s hoard was sinking in, as was all of the fear and reverence that came with such a discovery. A sense of fear slowly washed over Leo’s being, stronger than anything that the presence of his friend could easily dispel. Though no dragon or similar creature was present in the cave with them, naturally, it could be assumed the owner of the hoard could return at any time. It was equally likely that such a creature would not be pleased with the presence of two humans near its most private and sacred of spaces. It was very possible that their lives would be forfeited should they be caught here. How did Haley feel this was safe with all they knew about such beings?

Something else came to the forefront of Leo’s awareness as he continued to shine his light around the room, taking in the vast expanse of the inner chamber within the beast’s hoard. There were no bones, no debris, nothing to denote that the being within the chamber was readily predating on the nearby fauna, not to mention other humans like them. At least if there was a dragon in here, it didn’t have a body count to make Leo fear for his immediate safety. Didn’t dragons need to consume a ton to sustain themselves? Then, did that mean the cave was abandoned? It certainly seemed to be the case!

“At least there aren’t any bodies in here,” Leo said, finally allowing himself to breathe in once again. The sickly sweet scent was really getting to him, though he still lacked the ability to understand what he was inhaling. There was every chance that they were both still in danger, after all. Then again, Haley would never lead them into harm, Leo was sure. 

“No, there wouldn’t be. It’s perfectly safe here. I wouldn’t have brought you here if there was any chance of danger,” Haley said, putting his hand on Leo’s shoulder. Leo immediately felt better at that. Surely, his friend knew the lay of the land, including this cave. Perpahs he even knew the inhabitant of the cave, though Leo was afraid to ask that. He would find out in due time, he reasoned. 

Leo allowed himself to walk around the room, really taking in the pile of present treasures. A jeweler by trade, Leo walked over to one of the pieces, picking it up gingerly as though it would scald him. Still, the piece was magnificent, something that he had never hoped to hold in all his life, especially in a cave such as this. It was a rare gem, something worth thousands to the right collectors. And it was only one piece in a hoard that seemed fit for a beast that had been amassing such treasures for possibly hundreds of years. Magical beings had a much longer life span than other creatures, after all.  

“This is amazing! No wonder you wanted to show me!” Leo said, delighted now that his safety was all but assured. “Any chance we can meet the owner? I know it’s silly, but-”

Leo stopped at the moment, the sound of heavy breathing echoing in his ears as he turned to see a surprising sight. Haley was standing there, staring at him with a vacant expression, as though looking through his friend. He was wheezing audibly, nostrils flaring as though detecting a scent in the air, thicker than the sickly sweet musk that perforated the inside of the cave. And, much to the embarrassment of the two of them, Leo could tell that Haley was sporting a rather large boner, one that should have shamed Leo but something he found more…curious than anything. What was so possibly arousing about the situation? Was Haley really into him? And, more importantly, how did Leo feel about that? The more he reflected on it, the more he was sure that he relished the notion. But wasn’t this a little too forward? What was going on?

“You OK?” Leo thought to ask, though wasn’t sure how else to inquire about what was going on. It was almost as though Haley was in another world altogether, one that had him enamored in the strangest way possible. It was a wonder that Haley could even hear Leo in his current state!

Eventually, Haley looked up, his breathing slowing as he began to compose himself. “Sorry, Leo. Can I ask you a …serious question?” He started, looking at his friend with an expression of hope and longing. 

“Of course…” Leo replied, thinking he knew the answer and anticipating it all the same. Part of him, a growing part, made him hope that it would be the question that he was starting to understand it might be. He simply needed to hear it coming from his friend’s lips. 

“Leo, will you stay with me a while? I know winter is coming soon, and I don’t want you to go just yet. It might be a while since we see each other again, and I wouldn’t mind it if you stayed with me, if you want to…”

Leo felt himself relax at that. That, he could certainly do. It wouldn’t hurt to stay out here until Leo had to go back to work. It wouldn’t snow so much at this part of the season, he was certain. He could remain out here and figure out what the conflicting notions about his friend really meant. It was a perfect idea and one that was starting to excite him more and more the more he mulled over it. Not to mention the hoard of treasure they could use if it was really abandoned…he wouldn’t have to work another day in his life peddling such wares!

“A few days should be safe, so sure! Besides, I want to examine these and make some notes on the jewels! I know we can’t keep them too long, or else the dragon will be mad at us, but…” Leo started, thinking about how much he wanted to examine the hoard as much as was safe. Assuming there was a dragon still alive, or waiting to guard such treasures. 

“No, I mean longer than that. I was hoping that…” Haley started, though had to stop as he took a wheezing breath, panting heavily. What was happening to his friend? Surely the trek hadn’t been too arduous for him. Was he sick with some sort of deadly illness? Leo’s mind was racing in all the wrong directions!

Leo walked towards him, unsure as he reached out to offer Haley a helping hand. Suddenly, Haley grabbed it, pulling Leo towards him a little more roughly than Leo was expecting. Leo almost fell back from the force of it, and Haley gripped him tight, not enough to hurt him but more than he could easily escape from if he was inclined to try. 

“Sorry, sorry, I don’t mean…but I can barely control it…I’ve been so lonely… you’ve been so wonderful to…me…me…I want…to ask…I want WARRRRRANT…RRRAAAAARRRRRWWWWW!”

The cadence of his friend’s voice sent a shiver of fear through Leo’s form, as though he was in the presence of a beast. Surely, no human could make such a sound without straining their voice. Then, if that was the case, what did that mean? Images from texts and knowledge of various lore came to the forefront of Leo’s thoughts just then, things that made him shiver deep down. Were some of the beings from myth possibly able to shapeshift? Then, could Haley really be…?

“HHHRRGG…AARRRGGGHHHH…” Haley grunted, not able to fully contain what was happening to his body. There was starting to become ample evidence that Leo’s theory might be correct. Had he talked about wanting to meet a mythical being all this time, only to have been in the company of one in disguise? That possibility was more exciting than the treasure he found himself in front of!

Leo stared intently at his friend as Haley stood there, panting and huffing from the obvious effort straining his body. Covered in a sheen of sweat, it looked like he was visibly struggling to stay standing. The powerful redolence in the air was getting stronger now, as though coming from his skin instead of the stagnant air. Stranger still, his skin was writhing, as though something underneath was struggling to break through. The effect had Leo entranced, wondering what was going to happen to his friend at any moment. 

“My friend! Are you OK? What’s happening?” Leo called out, wanting to go to him. Though his theory was sound, there was no way he could voice such a thing without further evidence. In truth, the scent in the air had him intoxicated, and it was harder to think about anything else in the moment. The smell, to his embarrassment, was making him a little aroused. He was starting to understand how Haley came to such an insistent erection if the same sense was assaulting him as well. 

It was the sight of his skin bulging, the straining against his clothing that confirmed Leo’s suspicions. Something was pulsating and pushing against the outer covering as though trying desperately to break free. A series of wet pops echoed as the flesh started to pull tight, almost like wax paper. The skin seemed darker underneath, as though the upper layer of skin was being separated from something forced out underneath all at once. Such a tearing of the skin looked rather painful, though Haley seemed hardly bothered, save the look of discomfort on his features as the muscle grew and stretched within.

Worried for his friend but also curious, Leo reached out his hand, surprised at the warm texture of skin tearing. It should have terrified him, though Haley did not seem panicked over the process but rather uncomfortable, as though what was happening was expected. He had said something about lacking control, right? Surely, if he could change, he was used to the sensations, so long as they weren’t being forced by some unknown prompting. 

Leo was more curious about the process, rather than concerned about his friend’s view toward the whole affair. The skin, to Leo’s surprise, was rather pleasant to the touch, a smooth rubbery texture. He found himself rubbing it insistently, half to comfort his buddy and half in enjoyment. There was a stickiness to it, as though it was moist from sweat or some other fluid. The smell in the cave was amplified tenfold from his proximity, though Leo was remiss to care, fascinated by the consistency of human skin tearing wetly. Even more interesting was the sensation of muscles forming underneath, writhing and pulsating at the skin as though threatening to tear it away further and faster as the change occurred. It was a fascinating sensation, one Leo reveled in as he explored his friend’s altering dermis. A few pants of gratitude were all Leo needed to know that Haley welcomed the closeness between the pair. 

His proximity to his friend had another unexpected effect, one that was not entirely unwelcome though confusing just the same. The more Leo sniffed the air, the more the scent burned into his nostrils, making the other man flush with some embarrassment. The tip of his cock was getting moist, forming a noticeable damp stain in his pants. Yet, the wetness didn’t feel strange or unwelcome. Rather, his feelings for his friend were rapidly accentuated by the sight of the changes. And it wasn’t simply the fact it was someone he carried latent feelings for that was doing it for him…

Leo had another secret, one that he hadn’t shared even with his friend, though fell hand and hand with his interest in mythical beings. Always fascinated by the notion of physical change, the arousal was not unexpected, werewolf and other transformation lore having the same effect on his penis. It was something impossible to deny now that it was right in front of him! And, part of him felt that Haley would not mind the response, the hints of his interest more obvious now that he was in the throes of change. Not only was Haley evidently a mythical being in his own right, but had to extensively change back into one, leaving Leo confused and excited for what the end result would be. 

To his delight, Haley was continuing to revert back to what Leo was starting to assume was his true form. Soon, the growth of flesh under the skin had an obvious effect on his clothing, as though the garments were far too small to contain the being he was becoming within. His shirt was pulled taut under his jacket, the fabric straining close to the breaking point. Pants were weighted heavily in the back by the force of something growing within, pushing on the fabric as it tried to seek its place outward. Even his boots seemed stretched, the thick hiking material twitching from the force of growth playing over their insides. Wet sucking sounds could be heard from the fluids within the skin pushing forward, fueling the eventual change. More of that pungent musk leaked through, something Leo was coming to understand was wafting off his friend’s slick flesh. 

Leo’s attention was drawn towards the footwear first as the expansion within struggled against the bindings. Something inside seemed to be piercing the leather, pushing at the glue as it started to peel from the front. A thick squelching followed by four wet pops proceeded a further pressure against the edges of the hiking boots. Four sets of pointed, translucent objects poked their way against the sealant, forcing it faster from the boot as they fully formed from his anatomy. His feet were expanding all over, pushing at the stitching from either end. The backs of the boots started to wear from the force of it, his altering feet evidently made of sterner stuff as Haley continued to groan from transformation. The hiking boots were clearly not made for whatever beast Haley had waiting under the surface!

Even without the sight of the stretched shoes, it was obvious to Leo that his friend was altering further, the rest of his clothing continuing to tighten over his frame. Leo wasn’t certain why his friend wasn’t inclined to try and remove them, though couldn’t quite fathom the intensity of the change that was assaulting him. The sounds of tearing were echoing in the cavern now, and it was becoming obvious that whatever Haley was comprised dimensions far larger than the garments were meant to hold. Managing to shuck off his jacket, there was obviously insufficient time for removing his shirt as it started to rip in several places, exposing skin that was far darker than the human tone Leo would have expected. Coming out of his trance, Leo helped him take off the clothes, rubbing the slick skin in an effort to comfort his friend. He wasn’t sure if Haley felt the contact but tried his best to provide comfort, even if that was all he could do in the face of such unknown circumstances. 

The pressure in Haley’s pants was arguably the more urgent development as whatever sort of growth was pushing at the stitching, tearing his hiking pants with a resounding rip in the small space. Curious, Leo ducked his head a little to see whatever development was making itself known over his friend’s posterior. A series of wet pops and cracks resonated from underneath as the growth continued to press against its confinement, desperate to be known. Though there were few other possibilities, Leo was still somewhat shocked to see the pointed tip of a fleshy appendage that started to twitch wildly, as though happy to be reborn and free of the confines of his clothing. It looked like, for all intents and purposes, his friend was growing some sort of tail, pale for now, though the skin seemed to be separated within the growth much as it was over the rest of his body from something black underneath. 

“RRRAAAAAARRAAAWWW…RRRAAAN’T RRROOOLD RRRACK! I RRRAAAM HYDRA!” Roared his friend, making Leo struggle to maintain his current stance. He wanted to run from the being before him, afraid of what would happen to him if he stayed. It was a primal, instinctive response, not the rationalization that had led Leo thus far. Though, it was still his friend, right? Surely, Haley didn’t take him all the way into this cave to kill and eat him! And there was that sensation of calm that the scent in the air gave him, one that made him stay and continue to rub at the skin that was still peeling off Haley’s exposed back. 

The next strangled words from his friend’s lips all but confirmed what he had been thinking. “I can’t…hold it…much longer…it’s my hoard…my desire…too strong… it’s like what your species considers marriage…a proposal of love…to show to another being…I…wanted it…to be…be…BERRRRAAAAAAOOOOWWWWWW!” Haley cried out his agony, the change making it difficult for him to speak.

Leo wanted to continue to comfort him, though wasn’t sure if his efforts were helping. He soon realized the presence of the other being and his prevalent odor were making him wet and aroused in his own right, removing any fear he might have harbored in the situation. And then, there was something about the words that left Leo confused. Haley was going so far as to make what he called a marriage proposal for whatever being he was deep down. That was certainly too sudden, despite the feelings Leo realized he harbored for his friend. And not to mention, he didn’t even know what species his friend was! It was all too much!

Not sure what to say, Leo could only stutter the truth as he felt it, though not sure how to put to words the conflict in his feelings. Despite a preconceived fear for his life, he could only barely stifle his excitement towards such a proposal. Leo had to decline, or at least, postpone. He needed more time. Right?

“I don’t…it’s so soon…I didn’t know…” Leo muttered, not really sure how to answer the question. He didn’t want to piss off the being, but he wanted time to romance the man, not be forced into something he didn’t fully understand. Though a growing part of him was sure he wanted to go along for the ride, whatever that would eventually entail. 

His friend was changing slowly all the while, the muscle, and flesh underneath the skin larger than his body could currently take. There was every chance a strong emotional reaction could accelerate the change, though Leo had no basis for comparison. Part of Leo’s mind should have told him he was in danger, that his friend couldn’t control himself, or, worse, wouldn’t want to if he was rejected. But Leo couldn’t bring himself to leave his friend. It seemed as though whatever process he used to change was being resisted, putting Haley in far more pain than he was used to. And it made sense to remain here with his friend, come hell or high water. Besides, the arousal was getting too strong, clouding Leo’s thoughts. Maybe it was worthwhile to see if there was something to the proposal, to explore his changing body. Then, Leo could decide properly…

Leo put his hands on broadening shoulders, trying to provide whatever comfort he could. Haley looked up at him, smiling slightly even though his eyes were starting to glow a dim red. “Thanksss…it’s not usually so painful…I don’t know…RRRAAAAWWWWWWW!” Haley cried out with a draconic roar that nearly made Leo shiver. But he knew it was his friend and wasn’t inclined to back away now when Haley was in need. 

All the while, the pale skin still present over Haley’s mostly human form started to slowly change color, the pigment gradually darkening as it spread over his form, slowly yet sensually if Haley’s grunts of pleasure were any indication. Soon, the darkening skin underneath was peeling away the outer layer wetly to expose the black flesh. The new hide seemed composed of a series of smooth, interlocking scales, moist and damp from internal fluids. A little tepidly, Leo reached out to rub them, loving the heat they seemed to produce. The warm, damp sensation clung to his hand, though was a welcome sensation, leaving his cock to leak more at the implication. The dizzying effect seemed only to grow as Leo stood there, the proximity to it almost overwhelming. Still, he was remiss to care, concern for his friend the only thing at the forefront of his thoughts. Why was the change hurting him so much now? Leo wished he could ask, though was forced to watch the process for now as Haley continued to shift. 

By now, Haley’s tail was half the width of his body even as it continued to grow, clearly meant for a being that surpassed Haley’s current dimensions. The already sizable rip in his pants was getting larger, tearing along thighs and calves as they continued to bulk up impossibly large from the sheer size of the beast that he was. The garments were powerfully tight on his frame, and even if he had the wherewithal to, Haley could not remove them without damaging them further. 

However, it was the growth of something at the other end of the pants that really had Leo’s attention. Still sporting the rather impressive erection from before, the force of blood seemed to double through his confined member, making the erectile tissue swell inhumanly possible. It seemed the creature that Haley was becoming had a penis to match, and Leo couldn’t look away as it started to tear at his underwear and pull the elastic taut around it. A wet squelching could be heard from within the organ, as though its girth was being fueled with thicker fluids than blood. Though it should have pained him to have his member in such a constant state of erection against the fabric, the sheer force of Haley’s cock was enough to pop the underwear apart, leaving his manhood bobbing up and down, eager to be free. Another burst of blood or other fluid sent his penis to over ten inches and still growing if the sight of it was any indication. 

Though the shape of his penis started out as human, that was not to remain the case much longer. The skin seemed to be peeling back to expose a red pulsating organ within. Where there should have existed red veins over even redder flesh, the same lines crawling across his member were milky white, pulsating unknown fluids into the head of the shaft. The more the outer skin tore, the more the red, throbbing cock was released from the force of blood within. Soon, a red member the shape of his human one was all that remained as the skin tore all the way down to the base, where a bulge of flesh started to expand at twice the rate as the rest of the circumference, almost like a knot of sorts.

Leo could only stare at what was becoming of his friend’s phallus as the inhuman head swelled with a crown of pointed, still tendrils. The head itself was flattened, curved downward at an angle as viscous fluids leaked from the tip. The entire surface was red, swollen as the last remnants of pale human skin popped away, falling to the cave floor as though being shed. The fact that nothing else on the floor of the cave to denote this type of shedding was not lost on Leo, wondering how such a messy change could occur regularly if it left no obvious signs. 

Still, as a series of dips and ridges formed over the underside, and the draconic length stretched to fifteen inches now, Leo couldn’t look away. The mammoth cock surged forth, almost as thick as Leo’s calves now, the size that even a horse would envy. Leo almost jumped back from his friend as his cock burst outward with a wet sucking sound as his testicles churned and a spurt of cum exited the tip. Hitting Leo in the face and chest, the rank stench soon made him realize what he’d been scenting the entire time. Far from being disgusted by the ejaculation, Leo was rather confused as to the reason why the changing dragon stank of semen, as though it was leaking from his very skin. Yet, more than that, the odor, literally hitting him in the face, made him relaxed, sending a bit of arousal over his own form. Leo couldn’t deny how much his friend’s seminal secretions were doing it for him!

Without missing a beat, Leo started to rub his friend’s organ, the impulse to do so strong in his mind by this point. There was no need to hold back, not with the reverence Haley seemed to hold for Leo. And, curious as he was, Leo wanted to explore Haley’s changing body. Though Leo was glad his friend was the one changing, truth be told, he might have felt the same way about any transforming being, his lust for such things at the forefront of his thoughts. Never thinking something would be possible in real life, he was eager to help his friend change in the most sensual ways, thankful that Haley was of one mind.

“Oh yes…so good…more….please…Leo…” Haley managed to moan, thrusting his hips against the contact with his friend. Leo was happy to oblige, getting down in front of the pulsating organ and licking his lips in anticipation. Though he wasn’t sure if he could go down on his changing friend’s phallus from its sheer size, the compulsion was certainly there. Cautiously, Leo reached out with a tongue to taste the fluids. They were far more pungent than he was anticipating, but his pallet had acclimated to some degree from the intense scents of semen in his friend’s scales, and he was soon able to suck down on the tip, stroking the sides and feeling it shifting and growing towards its reptilian equivalent. 

“So good…you’re so gggrrrrroood at this….can’t last…” Haley moaned out, and Leo sucked with reverence, not worried that his friend was getting close already. It had to be powerfully erotic to change like that, and Leo was more than eager to help his friend along with the process. 

All the while, he was touching the fringes of his penis, hoping to pleasure himself but not having the wherewithal to pull down his pants yet. It was not the embarrassment of such a thing, seeing Haley in the most intimate case he could imagine, after all. Rather, he was entirely focused on his friend’s pleasure, it being his sexual ecstasy to tease his friend in such an intimate way. He could come later, one go or two to let out pent-up lusts. It seemed that the sexual being Haley was could cum much more than that, and Leo was eager to see how far he could take his friend!

“Oh…it’s too much…it’s GRRRRR…happening!” Haley declared, and Leo pulled back, sure that he couldn’t take such a load in his mouth. He wanted to, already bathed in the fluids as he was, but there was something a little too intimidating about a shaft so big. Besides, there was time for him to reach down and jerk himself off to the erotic sight. Cumming together was a powerfully arousing prospect, and Leo couldn’t wait to have it happen for the first time. Perhaps the first of many…

“Yes…now…its prrrrrper shape!” Haley called out, and Leo started with rapture, not really sure what was coming. It was more than just an impending orgasm that seemed to be assailing his friend’s cock as the entire organ twitched almost violently. A groan escaped Haley’s lips as he was assaulted by the sheer force vibrating through his cock. It looked like he wanted to rub it himself, although his fingers seemed stiff, hands at his sides as though he lacked the ability to do so. Leo was left staring at the urethra of the shaft, transfixed by the scent and sensation of sticky semen over it and his body. It had a hold over his psyche, leaving him more than a little entranced by the sight of change overcoming his friend. 

Haley’s member continued pulsating, as though something inside was pressing outward, causing it to throb intently. Leo’s gaze was guided downward, drawn by the sight of something forming at the base of his cock, something akin to a second urethra. It soon began spreading down towards his testicles, opening just above them as it started to pulsate of its own accord. The tension in his groin seemed to grow more intense with each passing moment, something within pushing against the base in its struggle to escape. The more it thrust, the more his cock was moved to the side by the sheer force of the organ making its way forth. 

“Yess….yes…change…I RRReed it!” Haley called out, leaving Leo powerfully curious as to what was coming. As the tip of something new started to crown Haley’s opening, Leo slowly realized that it appeared to be a urethra and cockhead akin to the one his friend had already developed. It wasn’t quite as thick as the member he currently possessed, small enough that it could squeeze through the slick flesh without much strain. A thick squelching could be heard coming from the inside of the slit, as though fueled with cum as it continued to change. The shaft soon followed, crown developing externally as its tendrils waved this way and that, separate from the erectile tissue. 

Haley, for his part, growled in his draconic baritone as more semen shot from his first shaft with a slick squirt, making his entire body wracked with pleasure from release. The sensation of a second member stretching against his first was obviously powerfully arousing, and Haley lowered himself, resting his hands on the ground as the waves of pleasure blasted through him. The force of the orgasm only seemed to accelerate the growth of a second penis within as it stretched the newly formed opening wide, tugging on his primary cock as it did so. It was obvious that even if both were to grow to full turgidness, they could still persist on his form in equal measure. The amount of blood, or whatever other fluid was now coursing through his veins, seemed to take a toll on him, making the changing man pant heavily from the exertion.

“GGGRRRR…so good…too much! SO BBRRRRRIG!” Haley managed to cry out, and Leo was on him once more, rubbing his flanks and peeling away more of the skin to expose wet black draconic scales within. He was desperate to pleasure his friend, taking away the aches of a change that was obviously not occurring in a way the magical beast within was used to. 

All of Leo’s attention was drawn towards his friend’s altered genitals as the new penis took its place beside the original, veins and crown pulsating as the knots on the base throbbed with the need to release. His testicles were all but deflated now, devoid of semen as though entirely drained. A wet tearing could be heard following the sucking of parting fluids as what seemed to be a slit started to form. The entire fleshy sack pulled inward, tugging the remnants of the obs within inside his internal anatomy. It was as though the entire scrotum was being pulled in on itself, the edges of which became smooth and moist, glistening with mucus. 

It was more than simply the remnants of his ballsack that caused the new organ to form. It began pulsating in and out, dripping thick streams of pungent mucus as it did so. Yet, Leo was not disgusted but rather perplexed at the unexpected development of his friend’s genitals. It seemed as though the orifice was aroused as much as his urethra was leaking clear strings of fluids. Soon, all that remained was a wide, gaping slit, looking all the more like the sex organs of a female rather than the male anatomy that Haley once sported. It seemed as though the creature that Haley was becoming had both sets of sex organs if that was possible in one being!

Leo’s suspicions were soon confirmed as his friend writhed and thrashed, hands digging into the earth as though stiff. Something within was shifting, making Haley stretch his hips in an effort to try and alleviate whatever discomfort was ailing him. Leo could only imagine that his testes were inside him now, forming a new internal anatomy as alien to him as the magical creature that was transforming into its true form before him. Like before, the change didn’t seem to be painful, but rather uncomfortable as Haley moaned and growled his bestial cadence. Was it always this uncomfortable to revert? Or was this a unique situation, brought by his proposal to his friend and the intense emotions of that action?

Leo was on him again, peeling back wet pieces of flesh and the remnants of clothes. He rubbed with eagerness, caressing the new flesh as though teasing a lover. Part of him was curious to reach down and caress his friend’s new sex, though resisted for now, thinking that to be a little taboo. Still, he had to wonder what sensations it would give his friend and how much he would moan from the contact. 

“Thank you…SoRRRRy…I hope you don’t…find it deplorable…” Haley managed to mutter, looking Leo in the eye with concern. It was powerfully embarrassing to put himself on display like this, Leo figured. It couldn’t have been easy and made Leo more amicable towards his friend. Though his own lust was leaking into his pants more and more, there was something deeper, more personal. Leo was starting to realize that maybe he did love his friend, though needed some time to process his feelings. Still, for now, he could help his friend, and maybe…

Figuring what the hell, Leo looked into Haley’s still human visage and brought his lips in close. “It’s still you,” Leo replied, and took the hybrid being in a kiss, the first one they’d shared. It was nice to kiss the man before getting to know the multi-sexed being that his friend truly was!

Still, the formation of feminine sex organs was hardly the most bizarre thing to assault his friend. It started as a throbbing at the base of his cock, the knots expanding to almost twice their girth. Something within was pulsating through the erectile tissue within via peristalsis. Soon, the rest of the shaft opened up in order to accommodate something clearly too large for even the elastic tissue. Leo could do naught but stare as the urethra started to peel back, and Leo was sure he was going to get another welcomed face full of cum. Yet, he was not expecting it to open as though being torn down the center. The thing was going to tear Haley apart from the inside!

“YES…It’s happening…can’t hold them in!” Haley declared, and Leo took a step back, puzzled by the development but curious all the same. What was he possibly talking about?

The fluids leaking from Haley’s urethra started to thicken in viscosity, oozing mucus to allow the thing to slide through without pain. The groans from his friend were more of lust than of agony, as much as Leo could ascertain. Leo couldn’t quite tell what was to be released from his penis. It couldn’t have been comfortable for something so large to be expelled, ripping open his urethra to the breaking point as it eventually crowed the head and was ejected with little fanfare, plopping onto the ground underneath the beast. 

Leo, for the life of him, could not determine what sort of thing had been ousted from his friend’s body. It appeared to be some sort of orb, ovular and glistening with the fluids used to expel it. The more Leo stared, the more he understood what he was looking at. Had Leo not just watched his friend’s tests pull inward to form something akin to a feminine sex? With that at the forefront of his mind, could that mean the thing he had just…laid was some sort of…egg? From his penis?

Having forced the object out of his body, Haley’s ragged breathing seemed to dissipate, enough that he was able to articular a few words. “Can’t help it…sorry…need to expel…need to RRREEELASE!” Haley roared, the sensations evidently reaching a crescendo once more. He seemed embarrassed about the act, though it seemed to give him a bizarre form of pleasure. 

Leo remained transfixed at the sight of his twin penises pulsating now, knots expanding once more to signal that other eggs, for there was no other term to refer to them as were about to be expelled. The look on Haley’s features was of contentment and bliss rather than the agony and aches that had assailed him thus far. Once each cock grew to its proper proportions, and the internal lubricant, semen by the scent of it, coated the orbs, it appeared to be almost pleasurable to lay them. Even though such pressure should have rocked a human’s penis to the breaking point, it was obvious the draconic being Haley truly was made of sterner stuff. To indicate the orgasmic bliss Haley seemed to be experiencing, several twin blasts of cum erupted from both cock following the expulsion of two more eggs. Leo looked on with an expression of envy he couldn’t quite wrap his mind around. To be a being so sexual…what would that be like?

By now, Haley’s knots had swollen once again, more orb-shaped objects pulsating through his twin cocks as though his shafts were some sort of ovipositor. It was likely that the organs now served some sort of twin purpose, though, without insemination, it was impossible to say where the eggs were coming from. It was likely that they were infertile, some sort of biological reaction to his changes that Leo could scarcely understand. Yet, whatever their purpose, it was obvious that Haley was enjoying it!

Leo, too, enjoyed the display, more than he might have thought himself to. It was hot to see his friend’s altered anatomy, alien as it was. Leo couldn’t imagine the ecstasy of going through such a change. It was everything he would have dreamed of and more to witness such a process, and Leo only wished he could be undergoing it as well!

Seeing the curious expression on his friend’s face, Haley grinned, the lust evident on his features before he opened his still-human mouth to speak. It was as though he could read his friend’s mind, or simply smell how much he was leaking from watching the sight. “Join me…need you so bad…can’t help it…lose control during change…Become like me…I want RRRROOOUUU!” Haley growled out, and Leo flushed with further arousal. Was there a chance to be able to change like him? How did such a process work, and how was it transferred? Would he want to, knowing that it was real? Yet, given the possibility of it happening, how could he not want to undergo it?

Leo opened his mouth in time to say such without a second thought, wanting to give in to his desires at the moment. Yet, a thick, wet crack resonated through the cave, and Leo’s attention was brought to the eggs as they quivered and shook. Expecting them to be infertile, Leo was shocked to see a thick line drawn from top to bottom, as though something within was hatching. Leo had no idea what to expect; had his friend literally given birth? Did they reproduce asexually, and were each of the eggs fertile and ready to birth his offspring into the world? Leo had suspended his belief up till this point, but that prospect was too much for even him to bear!

The sight of what came next was far beyond Leo’s ability to comprehend. It was not infant Hydra to come from the eggs or any other such life form. What seemed like several dozen writhing, black masses erupted from within, striking Leo with force and nearly knocking him back. But, instead of falling to the ground, they seemed alive and well, wrapping around him tightly, and preventing him from moving. It took Leo a few moments to realize that they were tentacles of some sort, and they had him trapped as they moved from the eggs.

Trying to fight back the panic over what should have been a horrific affair, it was the next words out of his friend’s mouth that allowed him to stand there still. “Just…gggrrrr…let it harrrrpen…it will be alright…” Haley moaned, and Leo decided to listen, as terrified as he was of the process. He trusted his friend, even though his anatomy and reproduction were far removed from anything Leo had ever experienced. Even though there was little chance he could get away even if he was inclined to, Leo allowed himself to relax against the obvious invasion. 

What he could not have prepared for was the sensation of the tendrils burning into his skin, their tips touching against the surface veins and seeping into his pores. It should have been impossible for them to dig into such a small space, let alone without causing immense pain. But instead, the invasion had the opposite effect, sending minute waves of pleasure over areas that were penetrated. Even under the bizarre circumstances, Leo couldn’t help but feel elated, despite any preconceived notions of terror he should have held over the process. 

Mouth agape, Leo was not expecting one of the tendrils to enter it, shoving its way down his throat and almost gagging him slightly. Leo tried to struggle, panicked at the unwanted intrusion. But soon, he ceased, the tentacle allowing him air even though it should have been blocking his airways. It seemed it was not planning to kill him, but rather was part of whatever process he was undergoing. With that, Leo allowed himself to relax into it, thinking that Haley would not permit harm to come to him. 

In similar fashion, another sought the inside of his pants, and Leo gasped as it teased the inside of his pucker, seeking entry. Leo felt his sphincter muscles relax and the tendril burrowed its way into his rectum, filling him up with a pleasant warmth that made him smile a little. In a similar fashion, Leo was unprepared for a tentacle to work its way into his front as well, teasing its way toward his urethra and working its way into his shaft. Leo stifled a moan at that, the sensations much stronger than he was anticipating. Yet, like the previous intrusions, the penetration was hardly painful, as though some of the substance had seeped into his prostate and was sending pleasurable waves through his being. 

By this point, there was no escaping the hold the tentacles had over him, having infiltrated his body in every orifice. But, with the waves of pleasure washing over him, Leo hardly wanted to, excited for what the contact would bring. It was possible that this could convert him in the same way, and he was eager to discover what that would actually mean. It seemed as if the substance had a mind or will of its own, and it was working to infect Leo with Haley’s essence, whatever that meant for him. It mattered not with the sheer pleasure he was experiencing from the contact! 

Though he was hardly aware of it, his body was awash in endorphins to numb the pain of such penetration. The tendrils inserted into his being were pumping some sort of chemical possibly preparing him to change. It seemed thick, vicious, and almost seminal in composition, as though semen was being injected into his body. As more and more fluid was pumped into his system, Leo could feel his body starting to bulk up, and with it the uncomfortable sensation of bloating. It was as though the fluids flowing through him were too much for his human body to handle, and, for a moment, Leo was worried that he was going to burst. However, the seminal substance seemed to seep into his muscles, burrowing down to the cells and flaring them with change. In mere moments, his muscles were expanding at an unnatural pace, slower than Haley’s transition, as though his body needed to prepare itself for what was to come next. Surprisingly, it was as pleasant as the penetration itself, eliciting a stifled moan underneath the tendrils.

“Yesss…you’re going to grrrrow…you’ll look so beautiful…” Haley managed to croak out. It seemed to Leo’s limited sensibilities, that his own changes had slowed, some semblance of control having returned after laying his eggs. 

The sensation of change, though uncomfortable, remained relatively pleasurable, sending shivers through Leo’s cock, and quickly pounded it to full erection. Any discomfort from having his urethra penetrated was soon eliminated as his cock was brought to its full girth. In short order, it seemed to grow beyond that, as though being pumped full of fluids in its own right. Leo panicked slightly, the change to his lover’s sex rather extreme. However, he soon decided it was worth it, especially to change and to experience the sheer level of ecstasy that Haley seemed to be enjoying! 

A steady warmth started to center on his cock as it continued to grow almost more than the skin could keep up with. It was beginning to peel in some places, red and pulsating and reminding him of the twin phallus of his friend. What would it be like to have twin penises? With that thought, his member grew impossibly large, almost like it was preparing to split right down the middle. It soon did just that, the head squeezing tightly as his urethra peeled from the inside and all the way down his head. Leo groaned as the shaft wetly tore from the apex of the head, moving down toward the base of the shaft slowly and sensually as the partitions from either side filled in. 

He could soon feel the weight of both shafts getting heavier as they continued to change toward what he now perceived to be a superior form. It was a strange sensation, one that left him more aroused than at any point in his life. Though he could not yet ejaculate in his hybrid state, Leo could hear the audible squelching of semen within almost leaking from the skin from the sheer pressure. The more it pulled down towards the base, the more semen leaked out, stretching in lines from shaft to shaft. The penises were almost as large as his initial one, and they hung heavily on his form, closer to a draconic stature than anything his human physiology could ever hope to match!

The contours of his cocks continued to alter as well, the skin red and raw, though filling in with sturdier flesh as befit a more bestial form. The heads crowned to a point as the base bulged out thicker than the shaft. Several bulbs swelled from the skin, reminding Leo of what Haley’s own looked like before laying those eggs. He gathered their purpose was to aid in alleviating the pain of egg laying, though could not be certain. 

The stranger changes were soon to come, his foreskin peeling all the way to the base as they opened up with a wet tearing sound. It looked almost like a forming wound, though the remnants of former foreskin made up the contours and ridges of the development. To his pleasure, Leo could feel the flesh pulling his penis inside him before pounding outward to full length, giving him a reptilian slit like his lover. The entire orifice leaked profusely with semen, a backwash from change that sent a sweet, pungent scent into the air, fresh rather than the stagnant scent in the cave. He couldn’t be sure how he was producing so much in such little time, but the sensations left him eager for more. Musk drunk as he was, Leo hardly cared about the composition of fluid within him as the changes overtook him. 

With the sheer size his cocks had reached, Leo felt somewhat dizzy, impossible to overcome from the sheer amount of blood and fluids required to support such impressive erections. Semen was pumping into his cocks with a slick sloshing sound as more leaked from the tips. Though they weren’t going into orgasm, not yet, it was powerfully pleasurable to be leaking so much, to the point that he figured his body could not produce anymore. Though somehow, that was not to be the case as Leo groaned from the sensual sensations of such a viscous fluid being pumped through him. Was it a product of the tendrils? It certainly seemed to be the case!

In tandem, his testicles were drawn upward, deflating slightly as the slit widened to take them inside of him. Though they seemed weakened, their potency did not wane, as indicated by the sheer amount of fluid he was leaking. As a wet sucking sound signaled the testicles being pulled inside, Leo could feel their burden swell past the point his outer orifices could manage. They were getting thicker and thicker within him, as though refilling with semen. As though fusing with his prostate, Leo felt a slick squelching within him, the tests seemingly merging into one single organ supplied and powered by semen. He had no name for such a thing, its purpose in his anatomy inhuman.

Still, the sensations were more pleasurable than the changing man had ever experienced, and Leo could only growl uncontrolled as the organ started pumping the thick, sticky fluid through his system. Even through the lusty haze, Leo found himself thinking about the properties that were changing him. Was it the semen, the source of Haley’s internal fluids, that was altering him? It wasn’t semen, it couldn’t be. Even if it was similar, it likely had magic properties of its own, not simply reproductive fluids. Still, it was nearly impossible to focus too much on that with the sensation of his innards altering to support such a fluid system. 

More at the forefront of his thoughts was the increasing feelings he had for his friend, even as Leo was being forced to change into a magical creature as Haley was. It was exhilarating, rather than frightening, to be transforming, even into something whose physiology was so far removed from his own. Deep down, he had always wanted to change like this, thought impossible even through supernatural means. The pleasure that he was getting would make it worth it for him under normal circumstances. But, with the complex feelings he and Haley had for each other, the lusty change gave them a clear outlet. 

“Oh yes, Haley, more, more! I rraawwwnt to change more!” Leo called out, growling out from the force of the semen propelling its way through his system. It should have been painful, though even through sheer force of will or forced assimilation into his systems, the prospect was pleasurable, the words from his lips speaking his truth of love for the change and what it would eventually do to him. 

With that, his penises started to double, then triple in size before shooting a thick wad of jism on the ground before him. It seemed to trigger a surge from the tendrils still embedded in his other orifices, more semen being pumped inside his anus and mouth and fueling the cum already integrating into his systems. It was simply too good, and Leo closed his eyes, relishing as much of the process as he could.

Lost in the myriad of sensations, the pulling of skin under his slit went almost unnoticed as it moved towards his anus, the draconic orifice thick and meaty to befit his growing form. The slit stretched forth, its contours moist and warm and tingling intently with the need to be touched and fucked, though Leo was just now awakening to that realization. Akin to the heads of his penises, the foreign tightness took Leo a long time to locate, overridden as he was. At the memory of what Leo recalled was his friend’s forming female lips, Leo was slowly becoming aware that he was in possession of a cunt. Yet, rather than frightening or disturbing him, Leo simply grew excited at the notion he had one and was one step closer to the being he longed to become. And, more to the point, what would it feel like to be stimulated? He had to know!

Lost in this realization, Leo was hardly aware of the splitting within that internal network, the new organs forming what could only be considered functional ovaries. It was an intense sensation, sending shockwaves through his prostate and causing him to squirm against the tentacles. Though he could not move, the lack of resistance allowed him to fall into the pleasure of penetration and the formation of female sex organs within. The shaping of an added space for a vulva and uterus was rather sensual, made possible by his continued growth as the tendrils pumped semen into his form. 

Though the tendrils within his cocks had been expelled from his orgasmic release, two new protrusions shoved their way down his urethras, making Leo squirm roughly. It was not only his maleness to be penetrated, however, as several wider tendrils poked into his new cunt lips, making him writhe uncontrollably. Never before had he imagined such sexual bliss from being not only male but female as well. It was almost too much for his former humanity to bear to be a being of true power and lust, and he roared, human thoughts unable to cope. 

The fluids entering his femininity seemed to pool into newly developed ovaries, pumping with a thick squelching that seemed to resonate through his entire core. They were thicker, somehow, almost impossible to squeeze through his being, though the ecstasy the feelings provided was beyond his fathoming. It was as though something new was pulsating through, larger and thicker than even jism could account for. The build-up was steady, the pressure overwhelming as Leo was bombarded by one sensation and then another. 

With that came a hard, firm object pushing through his core, making it seem as though he was passing a kidney stone or the like. It pumped its way through his maleness, forced into the bulbous base via peristalsis. Its presence should have been perplexing, though he had just seen Haley’s experience. He was about to lay what had to be the first of a clutch of eggs, their purpose unknown, but the feeling of rapture at their expulsion was undeniable!

Feeling himself opened up from the inside in such a fashion should have been horribly painful, leaving Leo writhing on the ground. But the tentacles held him fast even though the pressure was almost too much, making him feel he would explode. Though, at the last moment, the tentacles released their hold on his penises, allowing the pent-up semen to gush outward in torrents. With it came the ejection of what had to be the first of his eggs. It was covered with so much semen Leo barely felt it passing through his urethra. Still, the moment it crowned his penis, Leo felt his cock reflexively pulsate to push the remaining bit out, and a shiver ran through him. Only waves of rapture flowed from the tip as the egg fell forward, collecting on the ground near him. It was unfertilized, useless, and simply a product of a biological need to expel. But the pleasure of doing so was as intense as anything he could imagine. 

A low growl brought back to the other being in the room with him, and Leo looked up to Haley, whose changes had been left mostly untouched in the interim. As though Leo’s awareness was enough to trigger the process, a surge of energy rippled through him, the scales spreading under the skin and oozing semen from the pores. He was getting larger now, allowing the change to take him over as though to catch up with his love interest. Leo’s limited awareness was drawn towards Haley’s feet, the slick squishing of toes as they expanded into draconic equivalents, pulsating as mass and meat were added. It seemed like pressure was getting intense, something swelling within them. Soon, it built to a crescendo, claws bursting out of them and clenching against the firm ground of the cave. Four claws made it through the toes, the remaining large toes pulled up with stretching heels. The base of his foot swelled to take up his stance as his heels thinned and stretched backward, giving him the digitigrade posture of a feral being. Black scales continued to encroach over the skin, thicker above the toes as he clenched them with surprising flexibility. 

His tail, too, was growing all the while, thickening above the puckered skin of his anus. Composed of mostly black scales, lighter scales ran down the bottom towards the tip. It was thrashing wildly, as though a sign of his lust and desire. The skin cracked in some places, red muscle and meat showing as though battle scares. Though, Leo had to admit he found the form fetching, giving him a sense of presence that made Leo lust for him all the more. 

Yet, it was the sight of his thick, meaty pucker and the slick cunt lips under it that really did it for the changing hydra man. Haley’s vaginal lips were on full display, and there was a desire to penetrate them, to get his penises inside a tight hole designed to take them. Two holes, he was quick to realize, the anus before him easy to penetrate with the girth of his members. The thought made him horny as hell, triggering the turgidness of his penises and removing any fading aches from his altering anatomy.

His arousal seemed to have another effect on his being, the build-up of pressure in his new femininity making it impossible to hold them in. Leo was aware he was going to lay more of his unfertilized spawn. It was powerfully arousing, and each egg was ejected with a rush of semen, pulsating through his twin cocks in sequence. One started at the base as the previous was ejected at the apex, the steady undulations of his cock pushing up to three eggs through his system at once. It was almost more than he could bear, as though Leo was along for the ride. Though part of him was present to wonder why they were coming from his penises and not his vagina, he was remiss to care at the moment, the pleasure beyond anything humanly possible.

All the while, the tendrils were pumping fluids through his form, though their grasp seemed to be waning, their essence nearly depleted. Leo could feel them slowly sliding out of him, his orifices finally spared the constant penetration. The stimulation was such that he almost wished to have them back, as alien as they were inside him. Still, Leo was thankful their contents had been expelled into his system, the sensual fluids flowing through his circulatory system along with his blood.

With that, semen seemed to build up within him, squelching and sifting through his body to build bulk and muscle. The protrusion above his ass started to pump full of jism, his internal structures bathed in fluid and soaking it in to allow the muscles to tear and reform twice their former size. With that, what had to be his tail creaked forward, the fluids sloshing within and allowing the internal structures to move. Leo delighted in the ability, thickening appendage pooling on the floor behind him as he sat on his hands and knees, waiting for the rest of the changes. He wanted it to grow longer and thicker, matching the contours of his lover’s own and beyond. 

Pressure in his feet prompted Leo to look back, feeling his feet expanding and his toes twitching as they grew massive. The intense pressure within the digits made Leo recall what he had seen from his lover, though the discomfort was more than he was prepared for. Expansive talons were forming within, piercing the surface of his toe tips and pressing against his footwear. For a moment, Leo was worried that the material would not part even with how thick Hydra’s claws were. Yet, his concerns were misplaced as soon as the claws broke the surface, rending the boots like paper and allowing space for the new dragon toes to breathe. Likewise, the pressure in his heel was enough to do away with the backside of the footwear, heels soon twice the length relative to his foot. It caused him to balance up on the balls of his feet, though his growing talons made up for the weight distribution. Pulling his claws inward, Leo loved the sensation of flexibility they possessed as the tingling of scales popped through the skin to make up his draconic feet. 

All the while Leo’s penises remained erect and growing larger still, drawing blood and semen from his internal structures and making it harder to think about what was going on. He was still in the process of laying eggs, pulsating cocks pumping out egg after egg as though his anatomy simply had to expel so many as part of the process to change. He was in no place to question their purpose, given the waves of rapture pumping through his body at their expulsion. There was no question why Haley had done so without regard for the consequences. Or, had he…?

Leo was quickly coming to realize, as the ecstasy died down and the last few eggs were prepared to be birthed from his phalluses, that his feelings for Haley were only growing more intense. Despite the bizarre and unexpected turn their evening took, he had to admit that none of the processes of change was unwelcome. Though Hydra anatomy was far removed from anything he could have fantasized about, Leo did not mind, welcoming the rest of the changes that would be granted him. He wanted to be the same as Haley, to transform and become the creature he imagined Haley truly was. 

“I love you!” Haley called out through gritted teeth, as though his own human ones were getting ready to pop out of his maw. The words were not unexpected, however, Leo’s feelings for the changing man were at their zenith and Leo wanted to reciprocate the gift he had been given. 

The words were almost more than Leo could take. “Fuck me!” He called out, turning around and raising his tail as best as he could in its current state. Still, with his anus and vagina on full display, his intention was clear, and the target of his affections slowly made his way forward. 

With some effort, the growing draconic beast tried to crawl his way up Leo’s growing backside, slick with fluids from the scales that had burst through the skin. The seminal scents burned into the dragon’s human muzzle, forcing more semen through his penises as their tips eagerly sought the willing, waiting holes. His fingers reached across the shedding skin and slick scales underneath, straining for purchase in order to get on top of his lover’s back. Efforts were rewarded as pressure built up in his fingers, the flesh rippling and pulsating from the force of new nails. With a wet pop and a spray of blood and semen, reptilian claws burst forward, digging painlessly into Leo’s altered skin. Leo growled a sensual noise as the new claws played harmlessly over thickened skin.

Yet, his fingers’ ability to grasp was soon robbed from him as the joints within started to retract into themselves with a series of sharp pops and cracks. They stiffened, pulling into palms that were widening into the skin and leaving fat front feet sliding along the surface of Leo’s oozing skin. The pressure tore the skin away, revealing moist, black scales. The entire expanse of Haley’s former hands were widening, turning into something more akin to bestial paws than the human hands of his facade. They were awkward to hang onto the haunches of his lover, though Haley was persistent, and soon the pointed draconic cock-tip pressed sensually in Leo’s anus and towards his newly minted reptilian vagina. 

It should have been a difficult task to maneuver into a position to fuck with two cocks into two separate orifices. And it was taking a painstakingly long time to get into place, though, in reality, it was only a few minutes. To the sex-addled minds of the changing Hydras, however, those few moments were an eternity to the needs creeping into their minds. Leo needed both holes filled, and with the draconic members so close to his parts, it was a nearly maddening prospect to have to wait. It seemed Haley was experienced, if not a little out of practice, to mate with another one of his species. Another male, though Leo wasn’t sure if that was his gender still or if all Hydras possessed two sets of sex organs just as he did now. He was remiss to care, however, lost in the sexuality of his form and eager for all the other changing Hydra had to give him. 

The moment he was penetrated was the most Leo whited out, and a veil of lust descended over his psyche. Both his anus and vagina were overly sensitive, already slick with sexual fluids, and prepared to take mammoth members that Haley provided. Rubbing against his vagina, Leo felt his cocks going immediately into orgasm, a slick squelching sensation running from his cocks as thick white spurts of jism flowed freely from his two members. He growled, the pleasure radiating up through his prostate and that new organ that seemed to sit alongside it, fueling the seminal system that pumped jism through his body. The effect of rapture was beyond what he could fathom, each intrusion a level beyond what he was prepared to experience. It reminded him all too much of being penetrated with the tendrils, and they were welcome beyond anything in all his years. 

With the weight atop his back, Leo felt he needed paws the same as Haley’s in order to handle it. And his altering anatomy was prepared to grant them as his hands cracked and popped with altering joints. Though a little frightened to lose his fingers, trying in vain to wriggle them once more, there was nothing to be done about it. The bones burst within the sockets, painless and rather sensual, though he was unable to move them in the way that Leo was used to. They soon expanded somewhat, splaying over the ground and holding up the growing beast on his back. He did not mind their lack of mobility, temporary as it was given that it seemed the species could switch between forms. 

Stranger still was the build-up of pressure under the skin, as though the bone had separated in parts to allow the formation of something thick like keratin. Leo was sure it was made of sterner stuff, Hydra anatomy being of far firmer things than humanly possible. The pressure was rather pleasant, given the persistent pounding against his prostate and vagina as Haley found his place inside his lover. It was a satisfying build-up, a biological need to expel a reward for physical sensation as they prepared to burst forth on his anatomy. With a thrust from his lover, all his new claws popped out in unison, the sweet smell of seminal secretions wafting into his nose at their presence. He could feel the fluids leaking from the spot where they had grown, though there was no pain, and soon the fluids dried up around the area as well, though the odor of their secretions hung cloying in the air. 

All the while, other changes were encroaching over their forms, bodies preparing to grow beyond human contours. Leo had no idea as to the final size of the Hydras they were growing into, only that such a beast was limited in scope by the confines of the cave. Still, it had to be twice, maybe three times the size of the humans they were, and that level of growth sent aches through his frame, even though the pounding prostate pleasure was growing with each passing moment. The skin was ripping audibly, wet strips of flesh tearing as the newly formed black scales showed through. The meat and muscle seemed to be soaking into the semen being pumped through his system by both the twin penises in his orifices as well as the semen his own body was generating. It was as though even the very cells were being bathed in fluids, using it as a force of fuel to split apart and grow and force his body to change into something beyond human. 

Soon, the changes settled into their hips, almost in unison now as the two paired and rutted together. Bones popped out of sockets, kept comfortable by the semen and the persistent pleasures the two were experiencing. They quickly reconfigured, snapping into new shapes before reforming at a ninety-degree angle enough that their statures would be on all fours. Though Leo wondered momentarily if he would have wings or could fly, the thoughts were lost under the veil of lust clouding his judgment and making it impossible to think about anything else than the fucking he was receiving. 

Meanwhile, legs were lengthening, thighs fattened with meat and muscle while his feet were stretched and altered to match his front paws. Boots were rendered forfeit as his feet went the same way as his hands, though Leo cared not for the human things with the reality of transformation washing over him. He could feel the same contraction in his toes, though they were growing much fatter than their human versions, to the point that Leo could almost splay them better than they moved in their natural state. It was the build-up of that pleasant pressure that had him most elated as his new claws popped out with a wet sucking out, bursting through the boots and rendering them inept. A stretching heel did away with the back of the boot and firmed up his stance as the changing Hydra on top of him grew more and more expansive. 

The growth continued into both of their chests in unison, ribs cracked and sternums popping out of place to make room for the organs that were soon to swell. Again, there was little pain, the only discomfort swept away by the consistent pleasure playing over them. Semen was being pumped into the changing man, almost to the point that his internal system couldn’t handle it. Even the sheer amount of semen required to change him and soak into his skin was not enough to fully saturate the qualities filling Leo from his lover’s penetration. It was almost more than he could bare, Haley apparently having a reservoir of semen beyond what his body could feasibly hold. 

The internal changes, though not visible, were still felt with that wave of discomfort. Leo almost felt he would be ill, though would likely vomit only semen with the amount sloshing around his insides. His stomach, while not containing any semen through its acids, was still expanding to fit the frame he was growing into. Leo was aware that such should have killed him over and over, though it was clear that his draconic heritage was comprised of magical means and not so easily harmed by even so drastic a change. His intestines, too, were swollen to compensate, tissues saturated in semen as their capacity surpassed human equivalents and distended his belly a little before it could swell to keep up. What he would eat when changed confused him; he saw no animal bones or the like to indicate a predatory diet. Were their forms so saturated in sexual fluids they required no further sustenance?

Leo found difficulty breathing only for a moment with the size of his lungs compared with the massive body that he now possessed. Though that was soon to change with their steady expansion, semen pooling within them to the surprise of Leo, thinking that he might drown in the fluids. Though be it their magical properties or some other element that Leo could not hope to grasp, he was not hindered at all by the growth of his lungs and the flood of viscous fluid within them. They grew massive in tandem with his chest and heart, bones still crunching painlessly outward to protect those sturdier organs even if something could pierce the hide steadily forming under tearing skin. 

All the while, his chest was barreling outward, encompassing the skin of his underarms. Compressing shoulders were absorbed into the bulk of his massive chest, making Leo sure that he was to be a full quadruped. Though the notion did not bother him in the slightest, loving the idea that he was transforming into something so inhuman, and able to sexually relish the process how he’d always imagined. Even the aches of his shoulders compressing and sternum separating before taking their new place on his anatomy were barely perceived as painful. Being fucked as he was, Leo could hardly imagine any of the changes being agonizing, the stimulation far too much for anything to break through. 

With the steady expansion came the further tearing of human skin, pulling tightly against its confines like wax paper before ripping apart, leaking semen secretions between the blackening scales that made up what he knew would be Hydra hide. It seemed the outer layer of skin was far thicker than its human counterpart, with pores to allow the secretion of semen to keep them moist. Yet, the outer layer, though firm enough not to need lubrication, was still bathed in the fluid, simply an outlet for the magical essence.

All the while, his anus and cunt lips milking the penises within him seemed to intensify their grip. Haley, for his part, did not seem to be letting up as though his own body had an infinite reservoir of seminal fluids. Leo, for a moment, was worried that his lover was hurting himself by injecting so much semen into Leo’s system. Surely, his penises were being chaffed by the persistent pounding of his prostate. Yet, Haley did not relent, eager to fuck and rut and spill as much semen as Leo seemed to need to change. So much was being injected into his being that his belly was distending from the infusion to his intestines and feminine sex. It was uncomfortable, though a distant second to the pleasure his sensitive parts were receiving from the fucking. 

“Mrrrhhh soo tight…take my seed…let it change you, my love…” Haley moaned out, and Leo shared the sentiment, not thinking it was unusual to be called love. It felt right. The connection they had made through the mating brought Leo toward the feelings that had eluded him all these years. No fear for his form or humanity could sway the emotions growing for the other man, and Leo didn’t want them swayed. With such a friend, a lover before him to allow him to enter a new life of possibilities, there was no reason to deny his feelings and allow himself to be taken up in the emotions as well as the lust! 

Despite the intense flood of emotions and physical sensations, Leo was still vaguely aware of the changes encroaching over his form. The size of his upper arms was behemoth compared to the size of his former ones, fins wetly erupting from the elbows down towards his massive paws. Cum was congealing at the tip of his shoulders as they grew thicker, as though fueling the growth of something else, something new. With their infusion, the bones of his shoulders started to separate, snapping apart and pressing at the skin, forming bumps that began to protrude. Seminal secretions seeped through bone like calcium, pushing their new points upward as the formation of new growths started to take proper shape. 

Concerned about their development, Leo was taken out of the constant fucking by the snapping of points from the tips of the growth. There were five in all, and Leo could hardly perceive what they were in the moment of change overtaking him. The more that bones filled them, joints popped, and tendons formed in their centers, it started to dawn on the soon-to-be Hydra that they moved like his former hands were, twitching and cracking as their position on his anatomy took shape. It was like he had grown a second pair of arms and hands on the back of his shoulders, the blades and muscles writhing under the skin, their bases thickening and pulsating with blood, bone, and semen. 

One of the fingers, to his surprise, did not maintain the more bestial, yet still articulate form of the others. Scales covered the surface of each finger, black like the rest of him as Leo the now familiar pressure of claws being squeezed out of his digits. Leo hardly noticed the other fingers on each hand were growing in tandem, stretching down over his back and even brushing over the skin of his tail. All the while, both new hands were swelling out with the development of palms, allowing him to flex the entire structure of his hands. Only his thumbs remained at the same length, becoming the equivalent of reptilian digits had his own hands remained in some sort of primate configuration. 

A sticky sensation oozed between the fingers, as though cum was being excreted from the scales underneath and pooling downward. Though the more semen that was exuded, the more semen seemed to pool downwards, not dripping onto his back or the cave floor like he would have expected. It was as though the substance was sticking the digits together, retaining their flexibility though not allowing proper separation between them. It seemed to be moving between the fingers, sloping down and oozing towards the clawed tips to make up what Leo was starting to understand was his wings. Semen congealed from the bases and moved toward skin-like flaps that make up the membranous structures he could use to fly. Now, what would that feel like!? Leo was frightened and elated to experience it in equal measure!

Another change started to play over his upper arms, making Leo confused as they bulked up beyond what his shoulders should have managed to support. It was as though, like the wings, his arms were bulking up, and something was beginning to burst through the shoulder blades. Confused as to what it could be this time, Leo simply let it happen, feeling the sensations writhing under the cum-soaked skin and trying to focus on the new protrusions to make them move. With a wet tearing sound, the new growths burst through, taking some of the mass from his upper arms and forming two separate protrusions above them. He found himself able to flex them from the base as their growths continue to expand into the air. It seemed they were connected above his arms, and in moving them, Leo started to understand they were like a second set of limbs connected to his spine. With all the other changes he had incurred this far, Leo suspended his disbelief at the growth of additional arms!

Skin tearing wetly as a result of their incursion, the limbs continued to bulk out, not carrying the same feral connections at the elbow that made up his former only set of upper arms. The muscles seemed to bulk up even faster than his ‘primary’ arms, and Leo flexed them from the elbow even as parts of his lower arm pushed outward, that same wet tearing resonating through the cave as the arms continued to their final form. It was a little disconcerting to feel the same five protrusions from his wings, only sitting on the ends of functional arms. The digits were thick, meeting the middle ground between humanity and Hydra. To some delight, Leo realized he could flex the digits, feeling the ache of claws starting to burst from the palms as they swelled too large for the tips themselves. Leo played with them, the extra arms hardly a deterrent to his form with everything else that had happened. 

Yet, the next alterations to his form were harder to grow accustomed to. Hyper-aware of his body in the throes of the changes, Leo knew his former testicles had become some sort of seminal reservoir, carrying through the extra fluids to fuel his changes. Now, it seemed to be pooling in his chest, forming a dent in the scutes and making Leo moan from the sensual sensations. It was as though something was preparing to burst through, forming a new organ the likes of which he could scarcely fathom. The skin was becoming smooth, a very distinct texture from what persisted already. It was almost like some sort of lid like that would be forming toward…

Leo could scarcely fathom the intensity of sensitivity felt by the new lid opening and revealing an eye, soaking wet with salty semen. All at once, the sight granted by the organ flashed into his mind, more ethereal than an actual eye but still possessing sight all of its own. The golden eye was massive on his chest, a slitted black pupil in the center as he blinked away the semen. It was bizarre, yet oddly fulfilling for him to be able to see in such a light. The entire cave around him lit up like a Christmas tree with magical essence. As though the eye was leaking new fluids into his system, golden lines started to play from the center. It spread out of his scutes and connected through his body, up his arms, down the length of his tail on both sides, and even up his wings. Semen flowed between the outside of his body almost like leylines. Not understanding exactly what was happening, Leo was still enamored by the sight of them, lighting up under his new eye and in the cave. 

By this point, the pair of them were changed in equal fashion, massive human heads on Hydra bodies as they fucked and writhed like the beasts they were. Haley was pumping out loads and loads of viscous semen, merging with the seminal systems within Leo’s developing Hydra body. The slick seminal scent hung heavily in their noses, increasing their arousal to its apex and making it possible to mate at an inhuman rate that left both of them swept up at the moment. Cracking of chest muscle and protrusions pushed up impossibly large against his neck, though cum veins running through it made it possible for his neck to bulge out into its proper portions. The slick scales started to move up the base, scutes a lighter black as the muscles started to wetly pop and burst and force his head upward. Soon, his neck was the width at the base of his chest, tapering to a point as his still-human head struggled with the size of the rest of his body. Looking back with his adjusted stance, Leo was not expecting to see his lover’s head right there before him, and the two of them immediately took each other in a kiss, the sensation weird but right at the moment as they embraced and fucked in equal rhythm. 

Eyes closed to get into the moment, Leo almost missed the changes to his visage, the last alterations to his body before he was fully the beast he longed to be. Though it was an alien form beyond his wildest imaginings, it was impossible to deny how much he loved changing, how much it was doing for his arousal and the swelling of his loins. There was some fear of losing his face and his reflection, but it soon faded with the knowledge of his new lover so near, leaving no room for worries. 

The first sign was the loss of his hair, though, with the change of his skin to its scaly texture, it was hardly something to be missed. A soft ripping resounded from the base of his skull toward the center of his neck. The same spines soon erupted to be filled in with semen, forming the frills that made up his Hydra visage. The same wet tearing came from each side of his neck, right below his ear lobes, and ran down to the same place as his back fin. To round out the appearance, the same spines burst outward and formed a frill that went all the way around his new neck.  

A familiar thick cracking resonated through his head as his jaw jutted out, getting heavy on his head as his skull expanded to match the dimensions of his neck. Soon, Leo could see it forcing forward out of his head, getting larger and making him need to cross his eyes to take it all in. Wet semen dripped from the inside of his mouth, mixed in with the saliva as his mouth hung open. Teeth were getting larger and thicker in his maw, sharpening into daggers that ran the rim of his rubbery gums. Canines grew particularly pointed, hanging down from his mouth impossibly large until it was obvious that the two dentures would remain outside his muzzle even while closed. More teeth than what he perceived possible erupted through the new spaces of his gum line, wetly glistening out of the corner of his eyes as he experimented with opening and closing them a few times. 

All the while, the fucking that Leo was receiving increased in intensity and Leo’s eyes rolled back in his head as even more sperm was injected into his being. As though his body could no longer intake any more semen, some of it moved through his gorge like vomit, and he spat up clumps of the sticky fluid, some of it even running out of his nose. Though, rather than bile and rancid things, the semen came out smooth and coated the tissues within. It was almost as though the semen was clinging to the inner flesh, changing him faster as his mouth continued to extend into its reptilian equivalent. As gross as it would be the human him, Leo was not fazed, viewing the fluid more as a lifeblood than something inherently sexual. 

His muzzle, by this point, was massive on his head, four times the size of his meek human mouth, and still cracking and stretching towards a form to match the stature of the rest of his body. More semen leaked from his muzzle, dripping like drool as his jaw crunched into its final configuration. It was a box shape, nostrils sinking into the bridge and sliding to the sides of it. They opened wide, breathing in the seminal stench of their lust and bodies, drinking it in like a fine wine. It was powerfully arousing to scent his other so coherently and solidify his feelings toward the changing beast. Though it was foreign and strange and beyond his ability to understand, the scents were powerfully pungent and spoke of mate, of the beast. 

A strange sensation started to play from the back of his head, akin to what he might think the tendrils coming from the eggs might be. Only this time, the fluids were oozing from the back of his head, bursting forth like tentacles in their own right. Though far from being the latex consistency as those previous tendrils, these were made of cum-soaked flesh, writhing wildly in their eagerness to be birthed. Leo could move them if he tried, though they seemed to move of their own accord, a strange sensation but hardly a drop in the bucket to anything else he had experienced thus far. 

With that, the final changes were encroaching over his form, changing him fully from human to Hydra. The force of his skull expanding caused both eyes to move to the sides of his head. Eyes watered, tears salty from seminal fluids leaking as a reddish hue encroached across his vision. It was as though he could see heat, trails of movement that spoke of his and Haley’s movements through the cave, and even their body shapes while they changed. Though as fascinating as that was, it was a drop in the bucket to the sensations of something opening behind each eye. They blinked into existence as though a second set of eyes were forming. It was indeed just that, though Leo had some difficulty understanding the change in perspective at first. Though, as his skull sloped and his brain changed to better interpret those senses, Leo was given a wider view of the world, stereoscopic vision in front of him, and a panoramic view around. 

With his new eyes, Leo was in time to see two protrusions at the back of his skull, bursting forth with a spray of semen. They appeared to be horns of some kind, erupting out the back of his skull until their weight bore down on him. They rippled from a series of thick armored ridges that ran from the top of his head toward the bridge of his nose. Two more similar growths burst from the sides of his head, curving forward on the horizontal rather than swept back like the first set. The same plates formed in front of his ears, and Leo could feel them separating, spines like his fins that soon filled in with semen and formed frills, the added space to draw in sound vibrations increasing his hearing ten-fold. He wasn’t able to twitch them, though found they looked rather fetching on his features, seeing the same forming on his lover’s own face as they continued to kiss. To round out his facial changes, a series of spikes burst from under his chin, forming fins between them to give him a rather fetching visage. 

Massive as he was, Leo figured the change would be done, that he was a beast out of legend, albeit an unusual one. Though the words of his lover rang in his head, that he was not a beast but a Hydra. A beast with multiple heads, each with their individual skulls and minds. Surely, that had to be the final alteration to undergo. It was an experience he viewed with equal parts trepidation and eagerness, wanting to undergo the procedure but unable to fathom it from a human perspective. Hell, he didn’t even know how many heads he would possess by the end of it! Either way, it was soon to happen, and Leo, like with the rest of the changes, was along for the ride!

Just then, a wet slurping sound resonated from his backside, and Leo was a little disappointed to feel that the twin penises of his lover pulled from his vagina and rectum in turn. It was a little disconcerting to feel his absence, though Leo figured that Haley had something else in mind for their fun and was willing to get into anything that Haley suggested. Smiling, Haley moved to kiss him once more, the bestial touch to his lips divine as their serpentine tongues entwined, and they made out with the passion of new lovers. 

Leo found himself wondering when the splitting of his head or the growth of another several heads around his current one would occur. Though nothing happened, not yet, and Leo let himself get into the moment, closing both sets of eyes. He was almost disappointed when Haley pulled back, though was eager to see where things would go. Grinning what would be a sinister expression had Leo not been a Hydra himself, Haley reached down towards Leo’s cunt, still pleasantly dripping cum. Reaching out with his longer tongue, Haley began to lap it up like a sparkling beverage before sniffing and lapping the insides of his cunt lips, making Leo moan. It was impossibly pleasurable, surpassed only by the sensation of a penis pumping his insides. 

Wanting to give his lover the same treatment as he was receiving. Leo reached down toward Haley’s cunt lips, without any sperm dripping from them but still as slick and eager for stimulation. The flavor of feminine nectar to his changed muzzle was pure elation, and he began lapping with fervor, eager to please his lover. A pleasured shiver ran through his lover’s neck, prompting Haley to do the same to him. It became a competition of sorts to see which Hydra could pleasure each other more, and the two fell into a rhythm, sampling each other’s female fluids with the persistence of the beasts they were. 

A wet ripping sound came from Haley’s neck just then, though Leo wasn’t prompted to look up to see the source of it. It was loud, as though a skin-on-skin ripping was resonating from his form. The only thing that perturbed him was how the head was pulled away from his cunt lips for a few moments, though he was rewarded with its return in force, and loved how much more eager the head was. The wet tearing continued, and Leo let out a moan as something like a tongue started teasing the still-erect phallus hanging from his groin. It was as though the Hydra’s tongue was in two places at once, one licking his cunt lips as Leo was doing, and one teasing his cocks. As though he had grown a second neck and head to achieve such tactile pleasantries…

With that, Leo was almost startled to feel his own neck cracking and popping as though the bones were separating within. It was not painful as any of the other changes had been. Nor did the changes harm him, even as his vertebrae popped apart and the seminal system buried into the calcium, filling them in and forming a second spinal column all the way down to the base of his neck. Pressure growing within, it seemed to encompass the base of his skull, and the bones of his cranium started to swell before separating, leaving his brain exposed. It was powerfully disconcerting, though by this point Leo allowed himself not to be alarmed, knowing the changes had not caused him any long-term ill.

It was little effort for his brain to multiply, folded tissues unfurling and duplicating and folding once more like dividing cells. Such should have erased his brain, his self, and his memories. As though the seminal system making up his being had encoded his memory engrams, Leo was left with his total sense of self as one brain became two, pressing almost painfully within the confines of his reptilian skull. The force seemed to prompt the cells within to split, pushing them apart without any hindrance to his cognitive capabilities. Soon, two brains persisted in his head, each peeling apart to either side as the rest of his head started to follow suit. It felt bizarre, though not as if his cognizance had been spread between the two organs. 

With more interest than alarm at this point, Leo could feel his tongue fatten, his mouth and muzzle thickening and spitting down from the tip. They pulled apart seamlessly and exposed the innards within for only a few moments before sealing on both sides and separating into two as the line of tear moved back to his throat. The sensation came with a spray of semen, making him want to gag for a few moments though Leo found he was unable to. The tickling feeling soon passed as his mouth was pulled into two, teeth erupting from each side and separate jaws flaring with new nostrils as the two halves of the first section of his head contained two separate sets of jaws, a rather perplexing sight, indeed!

Soon, the rest of his head was to pull apart as well, separating down to the very cells until it now contained two distinct heads, necks, brains, and all. Though each head was currently smaller than the original one, they were both soon to swell with meat, muscle, and semen, creating two completely fully functional heads able to move independently. Though it took a few moments for his two brains to learn to work in tandem, Leo was soon to manage, practicing only a few moments before reaching down to meet his goal. Naturally, with the two heads still licking at his penis and cunt lips in equal measure, his objective was the same….

Eager to sample the flavors of his mate’s genitalia, Leo moved both heads downward, easily able to sniff out the objects of his desire. The scents wafting from his lover’s lips were easy enough to locate even in the dark, and his new necks were flexible enough that he could maneuver them without shifting his stance. A seeking tongue wrapped around one of his massive cocks, and the other nostril shoved into Haley’s vaginal lips, stretching the elastic fringes wide enough so he was able to fit his whole snout inside, just as was being done to his own insides. Leo took his lead from the more experienced Hydra, knowing exactly what to do to please his mate, given the same was being done with him. 

The two fell into a rhythm at that, licking and sucking each other’s sex, the musky flavors of semen and juices more palatable than anything Leo could have imagined. The scents in the air were delectable on their own, and their most pungent source was the sex organs themselves. The taste was sublime, causing both to leak from cunt lips and cocks in equal measure. Each lap and suck was orgasmic in its own right, torrents of cum spilling from needy cocks at the contact. Haley was like an expert dance partner, guiding his new love through example, making sure that Leo’s needs were met with Leo having only a brief time to learn and keep up with what was playing over his own sex. Had Leo not the cognizance of two brains backing him up, he was sure that he would fall into the experience, unsure how to proceed as he was pleasured with the skill of a being that had hundreds of years of experience on him. Yet, the increased brain power allowed him to be enthralled in the lust and view it from the outside in equal measure.

Yet, there was one lament on his efforts that made Leo wish that he could feel his heads splitting once more, an additional head needed to cement the task. No matter how much he tried, Leo could not quite wrap his tongue and lips around both of his lover’s penises at the same time. They were simply too large, and any efforts to take both bobbing lengths were met with the first falling out. Leo contemplated sucking on one and then the other in sequence, though, for now, Haley was fixated on sucking only one of the cocks, so he, too, decided to keep up that same tempo. His own secondary cock was starting to become a little needy, however, and it took some focus to release one of his heads from its task to beg for such attention. 

The answer was as obvious as the sensation of Haley’s heads pulling off his own penis, only for a moment as the same wet tearing came from underneath him. Within what seemed like only seconds, both of his own cocks were engulfed once more, taken inside the new head his Hydra lover had so generously grown to perform the task. Leo wanted desperately to hiss his delight, though there was little to be done for it with his heads currently both occupied. He was thus forced to stifle his words into the moans within his lover’s sex as both penises were sucked with such exquisite persuasion that he could not hold back the semen from his blowing into his lover’s mouth. 

With that realization, Leo, too, wanted an extra head to tease all his lover had to offer. As though responding to his wishes, the same wet tearing resonated through his neck, preparing for a third separation. Part of him felt that his thickening torso had enough room to allow for another head, that his two were insufficient for the size of the muscles that had sprung up around them. It was to be the case that the now-familiar sensation of bone separating, of muscles pulling apart and doubling, of scales separating and reforming to fill in the gaps ran through his neck. They moved all the way to his head before the tip of his muzzle started to pull apart, akin to the first time. With one head still intact, it was far different to be able to see the separation happening from both an outsider’s perspective and to have it happen to him in tandem. Having multiple heads was truly bizarre, indeed!

By this juncture, the pressure on his penis was growing to the point where he was able to ejaculate several times in succession, much to the delight of his benefactor. Haley was not inconvenienced in the slightest by the sheer quantity of sperm being blown into his muzzles or the amount of fluid that Leo’s cunt lips were expelling. Leo was a little jealous, in fact, wanting the same for himself, to sample his lover’s nectar as much as Haley was able to. And as the final bits of meat and skin were sealed from the split, forming a fully functional third head, it was Leo’s turn to engulf both cocks at once and drink down their load. All the while, his third head was able to lick and suck on his lover’s cunt, prepared to drink down everything that Haley had to offer!

And so the pair sucked each other off, draining what had to be gallons of semen from each other to the point that their pricks should have pained them. Yet, their Hydra anatomy was made of sterner stuff, of no inconvenience for the pair to lick and suck and drain each other dry. Their seminal loads were recycled back into their forms, only to recharge in time to drink down their loads again. Leo couldn’t imagine anything feeling better, tasting better, and being anywhere than here, engaged in ecstasy with someone that held so much promise for the future. 

There was something that might feel even more sublime, one that he was eager to partake in the moment his lover pulled back his lips and grinned with a cum soaked muzzle. “Would you…fuck me?” Haley asked, hissing through all three lips in unison. 

The voice of his fellow Hydra seemed to ring out from all three heads in unison, which was a little jarring to fully comprehend at first. Though, eventually, Leo managed, his three brains changed to allow such auditory inputs to be comprehended in the most concise way possible. It was bizarre integrating all three voices at once, no less hearing human words forming from such a massive beast as the Hydras they had become, though he was sure he would eventually get used to it. That was something that would have to wait with the promise of pleasure to come with being on the giving end of their rut. Cocks still eager, Leo looked lustily into the twelve eyes of his mate, not accustomed to their current state but quickly acclimating to their presence. They could easily perceive how beautiful he was, how much his black scales gleamed, shiny from the semen excreted by the pores underneath them. His heads, his wings, and most of all, his cocks. Leo had never seen more lovely a sight. Save for the human that he had fallen for in the first place…

“Fuck me, my Hydra! Cement your place inside of me. Make the change permanent by rutting me this final time!” Haley called out, and Leo hesitated for only a moment. He wasn’t sure if the act would be a symbolic one, or if they really needed to exchange semen that one final time for the body he now possessed to be his forever. Either way, Leo felt no regrets in the action, lumbering over and leaping onto the other beast’s back, pleased that their statures were the same. As it should be. 

With the skill he now possessed in his new body, it was hardly an inconvenience for his twin dicks to sink into him, both anus and cunt close enough that his separate phalluses could land home. Leo felt them insert and let out a cry of triumph in triplicate as he started rutting his mate with fervor, no longer fearful for the future. Such concerns had long since faded, and he was content to be with his love, no matter in what form that meant. His final series of releases came with a great cry of explosion, feeling his body finally starting to tire into the action of sex and rut. Though his body could go for hours, and it seemed that it truly had, there was an upper limit as to what their seminal systems could manage. Their essence had been exchanged, tying them together in a physical way as much as they were symbolic at this point. 

Soon after, Leo felt his cocks slide from his lover’s orifices, oozing onto the ground as they finally moved within him to rest until it was time for them to rut again. With that, the pair of them lumbered out into the cool autumn air, their bodies sluggish but powerful. They were lean, muscled beasts, though fatigued from the constant fucking they had undergone through the process of change. Still, with the weight of all those heads and the internal anatomy to support them, Leo found himself wondering if he could fly. Asking Haley about it, Leo was coyly told that ‘all in good time’. 

Still, there were certainly other things they could do in the interim, out in front of the setting sun. With their three heads in tandem, Leo moved them with Haley’s, taking their pressing squared muzzles together in a deep kiss. It was still pleasurable to connect in more ‘mundane’ ways, solidifying their feelings for each other beyond the alien nature that had transformed Leo in the first place. 

With the sexual desires being abated for the moment, the two of them decided to head back into the cave, Haley knowing it to be a secure place for them to rest. Though it had no creature comforts, Haley preferred to sleep in his Hydra form, rather than in the cabin he possessed in his human form. Leo, not worried about changing back at the moment, followed his lover, waiting until Haley lay down on the semen-soaked ground to take his reprieve. Part of him was aware that the drying semen on the ground began pressing against his skin the moment he sat down, as though forcibly sucked back into his skin. It was bizarre, though hardly the weirdest thing to come from the whole ordeal. Almost as though the semen was part of him, meant to be subsumed within his body as much as possible, Leo could feel it soaking into his skin, recharging him even though his body’s cells were still meant to make more. The eggs, too, seemed to dissolve into semen on their own, pooling onto the floor to be reabsorbed back into him rather than being birthed into the world as new Hydras.

It was not to last on the fringes of his thoughts, however, lost in contentment as he was in the presence of his lover. Any conflicting thoughts about his feelings toward the change or his love for his friend were erased with the sensual feelings from his body and the desire to explore all they had to offer. And although fatigue was starting to catch up with him, and sleep was on the horizon, Leo couldn’t help but reflect upon the words Haley had told him before. Showing a lover one’s Hydra hoard was a declaration of intention to wed, to join in a union of love. And, despite the drastic actions that had led to this outcome, Leo couldn’t get those words out of his mind. Though Haley had not repeated the point, there was one undeniable truth should Haley repeat the statement. 

Leo’s answer was yes…

******

The morning came with pleasant dreams, ones of dragons and lust and connection beyond anything Leo could have imagined experiencing before in the waking world. Leo was surprised to wake up in a Hydra’s body, opening three sets of eyes in tandem to bring in the low light of the cave. It had not been a dream, though he could not imagine itself as such, given the visceral experiences he had undergone. And, he certainly didn’t want it to be a dream, in love with the other Hydra and excited for the new lives they would live together. 

Haley was about to answer one of the questions at the forefront of Leo’s thoughts. “Let me show you, my love, how to transform back into a humanoid form. It takes some effort, but as I’m sure you’re aware, Hydra can’t exist back in the real world, the human one. But, you know that the disguises are quite excellent, yes? You didn’t ever think I was anything but a man, did you?”

“Yes, you’re right,” Leo said through his three mouths at once as he pondered how it was possible to change back into a human vessel, to fit all that he was into such a small form. It had to be possible, of course. How could it not be, given that Haley had been human when they had met? But he was not expecting it to feel so sensual, his bones to sink into their seminal system that managed to break down their bodies into simple forms. As Leo was starting to realize, the semen contained properties that did not exist in the mortal world. It was as though it retained DNA constructs to create their human forms, dissolve the Hydra DNA, and return his form to a semblance of the human he had once been.

First, the semen leaked through his scales, covering his body as though his entire internal reservoir leaked out at once. It seemed to wrap around his skin, pushing in it with a surprisingly comforting tightness. Far from being painful, however, the semen created a pressure akin to putting on a tight jacket, though not one that could possibly rip no matter how much he struggled. The outer layer of cum seemed to coat every bit of his skin, tying his heads and penises together, entering every orifice, even his anus and cunt, wrapping them as his former body had been.

Though as expected, the process was painless, it was still powerfully uncomfortable to feel his heads being pulled in on each other, seemingly sticking together as their scales, their meat, and all new developments were dissolved into the semen surrounding him. Leo relaxed and let it happen, a series of thick wet squelches resonating through his body as it literally caved in on itself. He was already half the size he had been and was still being compressed impossibly in on himself, the change uncomfortable but still happening at a rather persistent rate. 

Eventually, he was pulled towards a more human shape, claws forced back into fingers, tail shoved into his rear, cocks stuck together, and vaginal lips sealed by the invading wave of semen. Though he was being reconfigured into a more human shape, Leo couldn’t help but feel something restraining in the notion. Like the Hydra he was, the three heads, the tail, and the wings were all under the surface of this new layer of semen, ready to burst forth at a moment’s notice. Was this how Haley felt all the time as a human? How did he manage it? Or, was it why he lived in the mountains, free to rest in his real form as much as he wanted to without fear of being discovered? 

As part of the final alterations to take over him, Leo felt the coagulating semen harden, stretched around him as it took on a shade similar to human skin. Rubbing it with now functional hands, Leo was surprised to discover that it was indeed his skin and felt a proper texture for his former humanity, hair and all. Like the semen had a perfect record of his form before, Leo was himself, totally human as though he had never changed. Save for the obvious discomfort he now felt in his own skin, of course. That was a minor point in the grand scheme of things, feeling how easy it would be to properly revert when the time came to do so. 

However, it was the sight of the other man, naked and still semi-erect that had Leo’s attention. To his delight, he found that his senses were somewhat improved in the dark and that he could make out Haley’s familiar form with no issue. He found the man handsome, had always, he reasoned. But there was something…lacking about the being he was now. No, not lacking, per se. It was rather that the Hydra form was more powerful, sexier, and simply more. They could even make love, certainly, in the forms they possessed now. It would be akin to doing so wrapped in saran wrap, with their true forms begging to come to the surface all the while, he was quick to realize. 

With that, the two of them were human, albeit that sweet seminal scent still persisted in the air, wafting from their skin. Though it was likely undetectable by the noses of normal beings, the smell was as pungent to him as it had been in the cave. Leo started to realize that it would be one way for them to find others of their kind, or at least beings encased in similar magic. Surely, they were not the only ones in the world? Leo found he had so many questions left to ask!

Yet, there was one question at the forefront of his thoughts above all others. He was sure his lover felt the same way and knew Leo’s feelings about the who affair by now. At least, in the ways that bonded Hydras did. But what about a more traditional human sense? 

“Will you come to town sometime? Maybe move there…with me?” Leo asked, a little shyly as he reached out to hold his lover’s hands. Haley smiled at that, a grin on his human features that almost made Leo melt. Though he had to admit, there was something tender about it that Hydra rut could not quite match. As if they shared a secret that no one else could know, which was true, in some sense. Like they were new lovers, where every touch, every kiss, every caress was a first, something they would always cherish.

Normally, Leo would have been ashamed of the words, to ask something some brazenly on what was arguably a first date. Though with what they shared, how was moving in together too forward? Human conventions had no place in the world of the Hydra, it seemed. They were bonded in a far more intimate way than humans could manage, after all. 

“Yes, I would like that, Leo-my love,” Haley said, tripping over the words a little himself, as though trying them out to see how they fit the scenario. To his delight, they truly seemed to be a good fit, and he repeated them with a sense of reverence that made both men giggle.

“But, maybe only part-time? The rest, I mean, we should spend here. Be Hydra. I can show you…it’s much more comfortable, as I’m sure you can tell,” Haley said, and Leo nodded, moving in for a very human kiss. The words made sense to him, he quickly found. Leo wanted to be in what was arguably his true form, the human a facade now. He wanted to experience all it meant to be Hydra as much as they could, though occasionally pretending to be human too. 

“There’s something else I want to teach you, my love. We can let the Hydra out at will, but partially, as well. It’s easier to revert from a hybrid form. And, well, if we do that…you’ll still have your wings. Did you want to try it?” Haley offered, and Leo looked out in the rising sun, wondering what it would be like to fly under its rays. 

“Yes, my love,” Leo said, moving to kiss the other man before they changed, grew their wings, and took off under the rising sun to start their new lives.