...raccoons.
Before Tim could actually admit it, Kyle was doubled over his knees in pain.
He had to force himself to breath as his skin crawled, scalp itched, bones bent and organs churned. Kyle had his eyes shut- tears welling up- but Mark, feeling just a little queasy, and Tim could see it all happen.
First his hair, once a rough mess up brown, darkened to a raven black before lengthening gradually. As it passed his head, his ears began to slid up and sharpen to jut out of the new hair growth. His nose shrunk a little and pushed out with his cheeks and mouth while still somehow taking on softer, more feminine shape. Kyle moaned in pain but it was not gruff. Far more feminine as well.
Kyle leaned back, still kneeling down, with his head tilted up as the feeling through him passed into his arms and torso. Mark noticed his arms getting a little slimmer and lot more hairy while his fingers shrunk and nails became dark. Meanwhile, somewhat aware of what Kyle was transforming into, Tim was staring as his friend's heaving chest. While it had been going up and down steadily since it started, now there was something stirring beneath. Kyle had been wearing a simple white t-shirt which, while dabbled in his sweat, was nearly see-through now. His nipples went from pink to black and his chest went from flat to budding to buxom in just a few heavy breaths.
Kyle was feeling hotter and hotter but felt less and less sweaty. He pawed at his shirt which his newly minted claws tore to shreds revealing his ample breasts, furry toned stomach and thinned stomach. Oddly, while he had slimmed up, Kyle had actually grown taller; from 5'4" to nearly six foot. The fur, a pepper mix of greys and black, spread up his neck and took his head. Mark gasped when the mask around his eyes finished.
"A raccoon..." Mark said.
Tim, amazed his long awaited fantasy take shape, knew what was coming next.
Kyle, still feeling hot despite allowing his new tongue to pant outside his mouth, still looked for relief. He pushed his shorts down, which were loose around his smaller waist, to reveal something new and something lost. In the back, Mark could see the pink appendage that was the beginning of a tail snaking down from his tailbone; stripped fur coming in just behind the new growth. Meanwhile in front, the last of Kyle's manhood disappeared into spreading fur.
Tim was so entranced that he had not even noticed his own pants tenting at the sight of his old friend becoming his greatest desire.
Kyle's shoes fell off as his new, smaller feet emerged covered in the same fur and topped with black nails to match the fingers.
With a final gasp the changes completed and where once was Kyle there lay a buxom, tall, raccoon girl with one hell of a headache.