Mai could only sit on her bed as her roommate transformed before her eyes. Celine had suddenly shifted into some kind of winged, muscle bound, saber cat. Celine's hips were bucking in motion with her fingers, trying to maximize the sensations. Her swollen vagina was dripping wet and plenty lubricated for Celine's entire fist as it push inwards.
"Mai, what's happening to me?"
Mai could only stare, slackjawed at her friend's lust filled writhing.
"I NEED TO FUN, NOW!" Celine lunged to her dresser and pulled out a large dildo, at least 7 inches long and 2 inches thick. Celine thrust it inside her unceremoniously, but it seemed to not be enough. She abandoned her crotch and began to fondle her firm breasts, moving from one to another in a vain attempt to satisfy them all.
Mai gazed at her friend's attempts and felt herself begin to grow hot. Fanning herself in an attempt to cool down, her nipples were hardening and pushing against her grey t-shirt. Mai couldn't take it anymore and crawled over to Celine and began to eat her out after removing the dildo. Celine let out a sigh of relief, "thank you."
A cracking sound signaled Celine's spines lowering to be flush with her back and nearly disappearing, leaving a boney plate down the length of her spine.
Mai was getting very wet as she licked and stroked Celine's large cunt. Beside the moans of pleasure, Mai heard a creaking sound and felt her clothes begin to tighten.
'Oh no.' Her breasts were pushing out further and further as they grew, nearing the floor. After a bit, her butt joined in and pushed outward, pushing her hips wider. Mai's thong was being stretched to its limit, disappearing into her crack and pulling tight over her own dripping sex, giving a vivid cameltoe. Mai moved one hand down to rub herself through her underwear. Her breasts stopped their growth at a massive J-cup, the nipples had grown to 3 inches long, and were lightly rubbing against the ground through her shirt. She felt a tightening in her back and felt her muscles strengthen to support the titanic tits. As Celine climaxed, she let out a roar followed by a whisper, "this is awesome." Mai felt her clothes tighten again, but this time it seemed like Celine was shrinking. No, Mai was growing. The sensation scared her, but also turned her on. She actually loved the feeling of growing, and that bothered her more than anything. Celine's swollen sex was becoming easier to cover with Mai's toung, so she used her free hand to tease Celine's lowest boobs. When her thong gave up the ghost, Mai took a moment to look down at her own sex and saw her mound had grown as well, giving her a better view between her breasts of her learly trimmed pubes. By now her height was slowing as it reached 9 feet tall, her shirt looking more like a sports bra. While Celine was being satisfied, Mai was being left out. Just as she wished something would come to satisfy her, she heard a sharp crack behind her. Both turned to see some kind of chimera sitting on his knees. After a moment, Mai realized who it was, "Freed? What happened to you? You look...." She glanced down at the twin dicks that stretched out from his crotch, "HOT."
'Why did I say that?' Freed's twin dicks hardened and pulled up off the floor as he saw the two before him.
"Come here Freed, we need you, NOW!" Demanded Celine as she spread her legs wider as an invitation. Mai licked her lips as she eyed him up and down, reaching one hand toward him.
Freed wasn't sure what to do, he was already so drained from his own marathon, and he was usually shy. On the over hand, he was being invited by two absurdly beautiful women to join in. Freed shakily got to his feet and walked to sit between Celine's legs and inserted both shafts into her slowly, relishing in the feeling of her walls around him. His tail moved of it own accord to Mai's dripping sex, the fin flattening out, and she knew what to do, spreading wide behind Freed and letting his new appendage be used like a sex toy. Mai's growth had finally ended at 11 feet tall by now and her exaggerated hourglass frame was everything she could have wanted. Freed began to thrust slowly at first, and then faster, on each back pull, his tail would push deeper into Mai, giving her a unique and not unwelcome sensation. As Freed's thrusting increased in pace, he felt his skin begin to tingle. Looking at his arm, the spots began to pull towards each other and shift forming stripes as his skin took on a blue coloration as the stripes changed to a vibrant green shade. His sack began to feel tight as something dropped down into it, a second set of testicles. The walls of Celine's vagina seemed to close in around him, causing both Freed and Celine to gasp as he thrust in again. When he pushed deeper than before, Freed realized she wasn't getting tighter, he was growing again. This was followed by a gasp from behind as his tail grew to compensate for the new growth.
Mai had felt a tightening in her back the entire time she had been riding Freed's tail, however it wasn't until it became more uncomfortable that she looked back to see her delicate semi-transparent wings thicken and become more opaque. The leading edge of the wings hardened into a thick carapace like material.
'I'm looking like an oversized sprite.'
Just then, she saw a bulge forming on Freed's back. Soon the skin gave way for a quartet of wings to burst bloodlessly out of his back. As they extended outward, Mai realized they mirrored her own massive set.
"I'm...I'm gonna cum," Freed panted as he neared the end, his balls heavy with seed ready to be released. 'This is going to be big.'
Celine suddenly wrapped her legs around Freed's waist to hold him inside her.
"Let go, I won't be able to stop it."
"Give it all to me," Celine demanded as she tightened her legs around him using her improved muscles.
Freed, unable to pull out, let out a yell as he released all of his cum into Celine's womb, his twin dicks pumping it into her as she swelled up. Mai was having her own climax on Freed's tail as it spasmed in synchronous with his release. Celine's belly was swelling from the flow of Freed's orgasm. Strangely, as her belly grew, Freed's muscles seemed to deflate and he lost some of his height. When the flow had ceased, Celine released Freed from her grip and let him pull out causing some seed to leak out. Freed's pair had grown even more and if it wasn't for his love juice covered tail, he probably would have difficulty keeping balance. At 25 inches long and over 3 inches wide, most men would be jealous of him. His height had dropped from 8 and a half feet to 7 feet tall and was rather lanky, but traces of muscles could still be seen if one looked close enough. His tail swung back and forth to shake off Mai's juices and spread open the fin on the tip.
"What were you thinking? If I hadn't run out when I did, you might have popped like a balloon," Freed scolded as he tried to steady himself from a bout of dizziness.
"Mmmm, I wasn't. And I don't care," she replied as she rubbed her, what looked like 4 month pregnant belly, "I love this."
Freed lost his footing and collapsed on the floor.
"Are you ok? What's wrong," asked Mai as she towered over Freed's prone body.
"I'm fine, just winded," he tried to stand but his legs gave out and he tumbled into Mai's giant lap. "Ok, I'm not fine. It's probably dehydration, from what I'm feeling."
Celine began to chuckle, "you can't be dehydrated, we didn't fuck that long."
Glaring over at Celine, Freed tried to collect his thoughts, "before I teleported here I've been in my room transforming into....THIS and had been cumming the entire time."
"But you've been at your room for....nearly...an....hour." realization came across both her and Mai's faces. "Yeah, that would probably do it. Let's try to get him to the medical ward." Celine slowly pushed herself to her paws and semi waddled over to get her robe.
"What about me? I can probably fit out the door, but I don't wanna walk around naked."
Celine tossed Mai her blanket, "I hear togas are very sexy."