"Oh, my god," Michelle moaned, one hand rubbing her pussy in heat. "It is so fucking hot to know I am next."
Heather and Lucy looked up from Ginger to watch as Michelle began to teeter unsteady on her feet. Heather jumped up and caught her just as she started to fall, flailing her arms for balance. Lucy sat on her bench, pressing her thighs together as Cynthia shivered inside her pussy, and stroked Ginger's soft pillow form. She was staring silently at the scene as Michelle's legs slowly started to disappear, inch by inch.
Heather sat down on another bench, holding Michelle around the middle. Michelle, meanwhile, was lifting her legs and touching the ends, feeling them as they moved up her slowly vanishing legs. She moaned as she rubbed the flesh at the ends. "It tingles..."
Heather started to moan a bit, herself, pulling Michelle close to her and rubbing her abdomen and chest with her hands. Michelle, in response, leaned her head way back into Heather's shoulders and breathed heavier. "What are you doing?" she whispered.
"I'm curious," Heather answered. "I want to know when your skin changes and when you fill with stuffing."
Michelle's legs had little left, nearing her hips. "Don't stop," she told Heather, "That feels so good."
Lucy was still playing with her Ginger pillow, watching the whole thing with Michelle unfold before her. Cynthia was humming away in her pussy, and she moaned, squeezing her pillow's tits as Heather stood and picked up Michelle.
"Ooh, you are much lighter, now, but you're still not made of stuffing."
Michelle's arms came up and wrapped themselves around Heather's neck. "Don't throw me."
"Not a chance," Heather told her. "I'd have to let go of you." She kept up her intense petting of Michelle as the latter moaned, her eyes closed and her chest heaving. Her panties had redesigned themselves, filling in the leg holes and sprouting blue ribbons in the centers.
"I wonder how long until... whoa!" Heather exclaimed as Michelle's arms just vanished, her shoulders reshaping themselves and the fabric of her teddy filling in and growing new blue ribbon bows.
"Not long now," Michelle whispered in ecstasy, her head thrown back against Heather.
Heather slid her hands over Michelle's tummy as the lines of lace grew up along Michelle's sides, seams appearing along them. "Wow, it's happening," she said as she could feel the warm flesh under her hands become silkier, smoother, and finally shift fully to fabric. She reached up to find Michelle's ribs, as the bows appeared over her nipples, but they'd gone. Michelle's body gave way under her hands. She was nothing but stuffing.
"It's done," Heather said. She picked the Michelle pillow up and looked at her face. There were two new bows in her hair and a smile on her face. Her eyes were empty.
Seeing the blank happy look on Michelle's face pushed Lucy right over the edge. She screamed in orgasm, Clutching the Ginger pillow in one hand the the Cynthia dildo in her pussy with the other. She fell from the bench, humping her hand for two minutes while she came over and over.
Heather watched Lucy come, but fixed most of her attentions on her new Michelle pillow, rubbing it's smooth silk skin and squeezing it's soft plush boobs.
Presently, Lucy collected herself and sat back, hugging the Ginger pillow to herself and looked up at Heather. The two smiled and Heather finally said, "NOW what do we do?"