While Kyle lost his cherry, Mark was going through his own painful experience.
Falling over from his knees to his face, Mark was trying to think of what his favorite animal was. He had liked many so figuring what was his favorite would be tricky but the spell didn't seem to have any issues with that. His body shuttered and hurt as things began to change.
Looking up he could see Kyle looking at him while Tim pounded away in sweet bliss. Reaching for his friend in a desperate way, Mark saw his fingers getting longer and thinner before his eyes. Fur was sprouting from the back of the hand and spreading up his arm.
Before he could follow the trail further there came a painful tug at his back.
"What's happening," Mark managed to say between clenched teeth just as a massive tail plumed before him leaving no question to what he was becoming; a squirrel.
From there things went quicker with fur traversing all over him and his toes changing to look somewhat similar to his hands. His face hurt for just a few moments while it reformed; prominent teeth, whiskers, twitching nose, short brown hair and pointed ears melded with his already less than gratifying features. He rolled onto his back and watched to see if he would go a similar way to Kyle but while he was overweight and had some small ones as a result, no breasts developed and his exploring hand found that while now sheathed, he still had his manhood.
Finally, both Mark and Tim finished; with Tim feeling much the better than Mark.
Tim pulled out and relaxed on his back, thinking in way bad for taking advantage of his friend. Kyle curled himself into a ball while Mark gingerly touched his own furry belly to be sure it was all real.
"This is surreal," said Mark.
"This is terrible," replied Kyle.
"That felt wonderfu," gasped Tim just as the promised change began to take him.