Amanda stared back at Jen, puzzled, "Do I have something on my face?"
"No," Jen shook her head, trying to clear her mind and not think about Amanda changing. Deep inside she knew that what she was thinking was horrible and wrong, but that only turned her on more.
"Is it my hair?" Amanda continued when Jen didn't stop looking at her, "I know it got messed up during the ride, but is it that bad?"
She began to try and smooth her hair back into place, brushing it back from her ears.
Jen gasped at what she saw, Amanda really was changing just as she had imagined. Her friend's ears had become pointed and were moving up on her head.
"You're...it's..." Jen stammered, horrified at what she had done, but perversely excited, wanting to watch as Amanda continued to change.
"Spit it out already," Amanda snorted, her ears twitching as her hair grew longer and thicker.
"Your ears!" Jen blurted out, "They're - "
Amanda reached up and felt her ears, just as dark brown fur began to grow on them.
"What about them?" she wondered, seemingly oblivious to how they had changed into a horse's ears.
"They're so cute," Jen said quickly.
"Thanks," Amanda twitched her ears again, "Now let's Beth and Carly before classes start. I want to find out if Carley's party is still on for the weekend, and you know she and Beth go everywhere together."
"Yeah," Jen agreed, blushing. She had nearly told Amanda her ears were hot, and even if Amanda didn't seem to think having horse ears was strange she'd probably get upset at having another girl call her hot.
Shaking her head Amanda turned around, giving Jen a perfect view of her next change. Jen watched as Amanda's long, brown hair continued to grow, becoming a mane that went down beneath the collar of her shirt. Jen could see the bump it made, showing that Amanda's mane went all the way down to between her shoulder blades, just like that of a real horse.
Jen lowered her eyes, not wanting to stare despite how intrigued she was by what was happening. Unfortunately lowering her gaze only gave her something else to stare at. A bulge had formed at the back of Amanda's skirt and it was continuing to grow, lifting the fabric up and giving Jen a view of her friend's smooth, muscular thighs. Long hair snaked its way down from below Amanda's skirt and Jen realized that the bump was caused by her new tail. Soon the horse tail reached its full size, long enough that its hair brushed against the ground. It swayed in time with Amanda's walking and from time to time she would twitch it, causing it to lift her skirt high enough for Jen to see her panties.
"Oops!" Amanda tripped when she managed to walk out of one of her sandals and Jen ran right into her, causing them to both fall down. For a very awkward few minutes they were a tangle of arms and legs while they tried to sort themselves out without stepping on each other. Jen felt her hand brush the coarse hair of Amanda's tail and she gasped softly, struggling to resist the urge to run her fingers through Amanda's hair.
By the time they worked things out and both got back to their feet Amanda was standing on tiptoe, her sandals forgotten.
"I don't know what's gotten into me today," Amanda apologized, her ears dipping down as she spoke.
"Don't worry," Jen reassured, wishing that she could reach out and feel Amanda's ears and coarse mane, "We all have our off days."
"Yeah I guess so," Amanda laughed, adjusting the straps of her backpack, which suddenly seemed to have become too tight and they weren't the only thing too tight Jen realized, "Just give me a second to adjust things."
Amanda's breasts were growing, swelling out against the fabric of her blouse. Unconsciously Amanda rubbed at her breasts and Jen felt her nipples grow hard at the sight as Amanda's action, coupled with the growth of her breasts lifted her shirt, revealing her toned stomach.
While Amanda worked with the straps of her backpack Jen watched as her breasts continued to grow, lifting her blouse further. Amanda's stomach wasn't just toned, Jen realized, Amanda had a full six pack and she wasn't just getting more muscular, she was getting taller too. Before they had been about the same height, but now Amanda was at least a head taller than she was.
Trying not to stare as Amanda stopped playing with the straps of her backpack and shrugged it off to better adjust her shirt, Jen looked down to the ground and caught sight of Amanda's feet.
Her central toe had at least doubled in size and was still growing while the others were shrinking, more than that her nails had become thick and dark. As she shifted her weight so that only her center toe supported her weight, the muscles and tendons of her feet and legs bulged, their shape changing as her bones elongated so that her legs became identical in shape to those of a horse. Long white fur was just starting to grow around Amanda's new hooves when a sudden 'twanging' noise caused Jen to look up.
"Damn," Amanda snorted, tossing her head in a very horse like way, "My bra clasp just broke."
Reaching under her shirt Amanda fumbled with the now useless bra, pulling it away and lifting her blouse up over her breasts in the process, giving Jen a good look at her big, dark nipples. At last she managed to pull her bra off and smooth her blouse back over her breasts, which were now at least a d-cup and still growing.
Jen wondered just how much more Amanda's blouse could take between her breasts and her shoulders, which had started to get wider, not to mention how the muscles of her arms had begun to bulge, straining at her sleeves.
Amanda snorted again, her nostrils flaring wide, "It's like my shirt shrunk, but that doesn't make any sense since it was fine this morning."
She rubbed at her chest again, groping her massive breasts with her thick fingers, white feathery hair starting to grow around her wrists and her once perfectly manicured fingernails darkened and became thicker.
"It's like the damned thing is choking me," she grumbled, hooking her fingers under the collar of her blouse, trying to pull it away from her widening neck. Under the strain the fabric ripped away, leaving Amanda topless as the fur spread up her arms, becoming short and brown once it reached past her elbows.
Jen stared and Amanda let out a whinnying laugh, "What? It's not like you haven't seen breasts, and it's not like I need to wear this anyway, all it does is mess up my mane."
As she spoke she tossed the remains of her blouse into a trashcan. Fur now completely covered her chest and upper body, and it was continuing to spread up her neck.
"And for good measure," she bent down and pulled off her panties, tossing them out as well, "I hate the way those things chafe the base of my tail."
"Much better," she sighed, her lips thickening and darkening as her face began to push out into a horse's muzzle.
She flicked her tail and her skirt was lifted high enough to reveal her round and well muscled equine rear as well as her pussy, which had changed along with the rest of her, its once soft skin becoming dark and leathery. Catching Jen staring at her, she winked, "Like what you see?"
"I...uh..." Jen looked around frantically, other students had begun to arrive, but none of them seemed to be taking any notice of the half naked horse girl standing in the hall.
Amanda had continued to grow, and was now large enough that her skirt didn't cover much at all. Every time she moved her tail she exposed herself for the whole world to see.
"I'll let you have a better look then," Amanda whinnied, her head now completely equine. Without even a moment's hesitation she stripped off her skirt and put it in her backpack.
Jen stared down at her friend's horse pussy, shocked by how turned on she was by it. More than anything she wanted to touch it, feel the warmth of its slick folds, or better yet, have Amanda eat her out. Just the thought of Amanda burying her equine muzzle in her pussy, running her thick tongue across her slit and nibbling her clit with her thick, animal mouth was enough to make her wet.
Something was happening though, a fold of skin was rising up in front of Amanda's pussy, a bulge forming.
"What's a matter Jen? Cat got your tongue?" Amanda whinnied, gently patting the dark, leathery folds of her equine pussy. When she lifted her hand the bulge had grown further, taking the shape of a stallion's sheath and sure enough a flared equine cock began to emerge. The skin of her cock was mottled brown and pink and it was growing at an impossible rate, its proportions large even on Amanda, who now had to be at least seven feet tall from her massive hooves to the tips of her ears. Beneath her new cock her balls dropped, rapidly growing until they were the size of softballs.
Amanda's eyes went wide as she looked down and spread her basketball sized breasts to get a better look at her cock which was now a foot and a half long, as thick around as Jen's arm, "Sorry about this Jen, just let me duck into the bathroom and take care of this. I don't know what's come over me."
Jen could only watch in shock as Amanda turned around and clopped down the hall to the bathroom, her tail held high, letting the whole world see her wet horse pussy. Hypnotized by the sway of her friend's round butt, Jen followed the seven foot tall Clydesdale hermaphrodite to the bathroom, stopping herself just outside the door.
She could hear Amanda panting and letting out deep animal grunts in the one of the stalls. Listening to the noise she could imagine what Amanda was doing, fingering her pussy with her thick fingers with one hand while she guided her thick cock up between her breasts to titty fuck herself, then bending down to lick the dollops of precum oozing from its flared head. The thought was so hot that Jen was tempted to duck into a stall next to her to listen while she fingered herself.
She actually went into the bathroom where she could see Amanda's head over the top of the stall. Amanda didn't notice her though, her head was bent down and Jen got the feeling that she had been right about Amanda sucking her own cock.
Her thoughts were interrupted by Amanda stopping and looking over the top of the stall at her, "You know what Jen? I think I'm going to be here for a while. This big boy is just refusing to calm down. How about you find Beth and Carly and catch up with me in English class. Hopefully I can take care of things here before the first bell rings."