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Come on… we’re already running late…” Felix mutters to his girlfriend as she giggles to herself, applying eyeshadow and make-up over his face. Trying to stay still, he rolls his eyes in frustration as her brushes pat powder on top of his skin. Keen to attend his best friend’s Halloween party, he shuffles uncomfortably on the bed as the dress digs into his arm pits. “You don’t need to be so detailed” he grumbles, as Rachel smiles excitedly at her work. Agreeing to pick each other’s costume, Felix has been regretting that the moment Rachel wanted him to dress up as a bimbo. However, keeping to his word, he finds himself in a tight black dress with paddings as fake breasts.

Don’t be such a sore loser” Rachel chuckles as she puts a long and wavy brown wig over Felix’s hair. Standing back, she admires her hard work as her boyfriend’s muscles bulge awkwardly out of the dress. “We had a deal remember?” she says as Felix tries to stand up but falls backwards in his high heels. Admittedly, the dolled-up version of her boyfriend looks surprisingly attractive and in a dimly lit room, he could easily be mistaken for a girl. “Pose for me, cutie!” Rachel grins mockingly as she grabs her camera and Felix gives a sarcastic posture showing off his fake breasts.

I look like a freak….” Felix mumbles, looking at his reflection to see a tall brunette in a dress a few sizes too small and huge fake tits. Letting out a sigh, he realizes that his friend would definitely take photos of him and bring them up for the rest of his life. “My dick is still showing” Felix exclaims, seeing a bulge near the bottom of the dress as the silky panties pressing against this cock feels weirdly arousing. Looking at the clock, it’ll be too late to get rid of his costume as Rachel takes out another bag and dumps the contents onto the bed.

My turn…” Rachel says, pulling back her blonde hair as she clips on a set of black cat ears on the top of her head. Applying make-up on herself, she makes a few adjustments as she colors the bottom of her nose black and draws a few lines on her cheek to look like whiskers. “You have a fetish for cat girls or something?” Rachel jokes, putting on a matching black dress and choker to match the ears. Painting her nails black to look like claws, she ties a limp looking tail around her waist and covers the joint with the dress to complete the costume. “You happy?” she taunts, sticking out her tongue and crossing her eyes into an ahegao expression making Felix blush red. Readjusting her dress, it seems a little too small too, revealing her cleavage in the middle and showing off her ample ass stretching the fabric below.

After some time walking down a few blocks, they take an elevator up to Felix’s best friend’s apartment, hearing music from outside. “Felix?! Holy shit!” Kevin splutters as he opens to door to see Felix dressed up as a bimbo and Rachel besides him in a revealing cat costume. Laughing aloud and whipping out his phone, he takes a few photos before Felix manages to stop him. “Anyways…. Come in!” his best friend says as he ushers the couple into his apartment to see Iris in a vampire costume nibbling on some food in the kitchen. “Help yourself to some drinks! Iris made it” Kevin grins, hugging his girlfriend around the waist as she giggles happily.

Looking… sexy” Iris smirks at Felix as he blushes in embarrassment, feeling a cold breeze rush below his dress. Wanting to change the topic, he quickly pours himself a cup of the Halloween themed fruit punch and chugs it down, almost choking at the intense cinnamon and fruity aftertaste. Handing Rachel a drink too, she has the same reaction but hides it behind a smile. “It’s good right? It’s a new recipe I found” Iris grins as she takes another gulp from her drink.

Should we start the movie or something?” Felix asks, wanting to avoid further attention on himself as the other three agree and walk to the couch. Like the past few double date parties at Kevin’s apartment, they spend time watching movies and playing games together for the night before doing it again a month later. “H-hey!” Felix yelps, feeling a hot stinging sensation on his ass after Rachel slaps it playfully. Despite the pain, he can’t help but feel slightly turned on and tries to hide the boner under his dress as everyone sits in front of the television.

Halfway through the movie with popcorn in his mouth, Felix sees slight movement in the corner of his vision as his girlfriend leans back into the couch. He could’ve sworn that he saw the tip of Rachel’s tail twitch, but it must’ve been shadows playing tricks on his eyes. The apartment feels unusually warmer than normal as Felix starts to sweat a little and sees his girlfriend wiping some from her forehead too. Fidgeting uncomfortably in her seat, Rachel clutches her belly and leans over to Felix, “I feel a little sick…” she whispers into his ear as she walks into the bedroom with an adjacent bathroom.

Trying not to cause a scene in front of the other couple, Felix remains seated as his body continues to overheat. Glancing at Iris, he sees her gazing hungrily at Kevin’s neck as her red contact lenses almost glows red. Subtly lifting up his dress to cool down, Felix gasps to feel his skin completely smooth and hairless with a tanned creamy skin tone. “Um… I’ll check up on Rachel” Felix says awkwardly, as he rushes into the bedroom too.

Closing the door behind him and turning on the lights, Felix’s jaw drops in shock to see his girlfriend on the bed with her legs spread apart deep inside her pussy. Rachel’s eyes widen in shock as she pulls her fingers out with a wet slurp, “I… I can explain” she stammers, closing her legs in embarrassment as juices continue to drip from her pussy onto the bed. Her slit is much puffier than before while her clitoris tingles continuously in need of stimulation. “I… don’t know why… I’m so horny” she mumbles, resisting the urge to finger herself again in front of her boyfriend as her pussy lips becomes so wide that her panties slip in between.

W-wait… your tail!” Felix gasps, pointing behind Rachel as she flinches from his sudden loud remark. Her hearing seems to be twice as sensitive as she tries to cover her ears, instinctively reaching out to her cat ears on her head. They twitch and feel warm in her hands as she lets go in surprise and feels another odd sensation in her lower back. Rachel yelps in horror as she twists around to see a tail swaying behind her and winces in pain as she tries to pull it off. “It’s… real?!” Felix exclaims as both her ears and tail move in unison.

Wha… what’s happening to me?!” Rachel squeals in bewilderment as long whiskers extend from her cheeks. All her senses seem to be heightened as her cat ears twitch at the slightest sounds and a shiver runs down her spine to the tip of her furry tail. Her body feels a lot lighter and flexible than before as he looks at her pedicured nails which are now black and sharp like claws. “I… I’mmeeeoww… becoming a cat?!” Rachel stammers, biting her lower lip from her sharpened canine teeth. Covering her mouth in shock, she instinctively licks her bleeding lip and tastes blood as her tongue easily extends down to her chin.

Oh my God…” Felix gasps, rushing to his girlfriend’s aid as she touches her feline features in confusion. “I’ll get hel----arrghhh” he grunts in agony as his spine suddenly arches sharply and his knees buckle in pain. Crumpling to the carpeted floor, he spasms uncontrollably as his spine crunches smaller and curvier while his ribs contracts rapidly with loud bone snapping sounds. Rachel’s jaw drops in shock as she watches her boyfriend’s broad shoulders crunch inwards into a rounder frame matching his new torso. “Ow… help… ooowww” Felix groans as a pressure starts to build in his pelvis until it finally releases with a hair-raising pop, causing his hips to explode outwards into child-bearing proportions. Fat continues to flow into his sides, pushing them further out as he leans against the wall and tries to nudge himself up with his knees still quivering.

Y-you look different…” Rachel stammers, realizing that the black dress she got her boyfriend fits much better on him now. Looking around, the room seems much bigger than usual as Felix tries to get used to his new height with his ass permanently thrusting out from his curved posture. “Are you smaller or something?” Rachel asks, almost biting her long tongue again as drool drips from her lips.

“I… I think so---ooohhhh” Felix gasps, feeling a strange pulsating sensation in his chest. Touching the padding his girlfriend stuffed into his bra, he shivers as it feels firmer and warm in his hands. Patting his bra, he can feel the pressure directly on his chest instead of a thick layer of cushioning. Tracing his finger along the curve of his bra, he winces as it brushes against his nipple pressed against the fabric. “What the…” Felix splutters, tearing off his black dress and lacy bra to see a pair of D-cup breasts hanging from his chest with puffy and dark nipples. The padding packed into his bra is missing as he struggles to get used to the additional weight of his swinging tits. “I… I have boobs?!” Felix shouts in horror, cupping his breasts in his hands and feeling his fingers sink into the soft flesh as his deep cleavage jiggles below his chin.

Y-you have boobs!” Rachel gasps in shock, pointing at her boyfriend’s tits as he tries to stop them from bouncing. As if on cue, a similar sensation spreads around his breasts as they suddenly start to pulsate. Grunting under her breath, her black dress feels increasingly constrictive as her breasts presses against the material; without warning, her bra and dress tears open, revealing her swelling breasts. “Oh my god… They’re expanding!” Rachel screams, desperately clutching them to slow it down but the pressure only makes her shiver with pleasure. Cupping her growing breasts in her paw-like hands, she gasps in horror as they feel heavier, and droplets of milk start to seep out.

Wha… I’m l-lactating?!” Rachel whimpers as more of her sweet warm milk drips out. A strange warm sensation starts to build in her abdomen as the touches it in confusion and winces after feeling a bump. Looking down, her eyes widen in horror to see a few sets of nipples identical to her original pair lined below her hefty breasts. “A-are those?!” Rachel gasps but it’s too late as her entire body rocks with ecstasy from waves of fat flooding under her multiple nipples. Biting her lower lip and swishing her tail, she moans loudly as another two sets of breasts slowly protrude out with milk leaking from her puffy nipples. “I… I look like a freak!” Rachel screams, seeing the breasts lining her front like an actual cat, each a size smaller than the one on top. Touching the lowest pair of lactating breasts nearest to her moist crotch, she moans with pleasure as it feels just as sensitive as the others.

Oh my god Rachel… what happened?!” Felix stammers, staring at all his girlfriend’s tits as he struggles to comprehend his own pair. Too preoccupied with her breasts, Rachel ignores him as he reaches out to touch them, only for his hands to spasm uncontrollably. Groaning loudly in disbelief, he watches his fingers become slimmer with long glossy nails while his hands shrink rapidly and becomes softer. “I… I think I’m becoming a girl” Felix gasps, stating the obvious as the changes race up his arm, causing his wrists to narrow and his biceps to melt away into a thin layer of womanly fat around his fragile limbs.

At least you’re a g-girl… I’m a meeowww---monster…” Rachel snaps back, trying to control her urges as her enlarged pussy aches to be touched. The bed is already drenched in her juices and milk seeping from her multiple breasts as her head throbs. Feeling nauseous, she tries to clear her scrambled thoughts, but her crotch starts to heat up. “Oh God… I feel… so h-hornnyyyyyy” Rachel moans, giving into her impulses and starts to squeeze her breasts and finger her pussy.

Rachel?! Rachel?!” Felix shouts at her but her head flicks back in an orgasmic daze as she continues to pleasure herself vigorously. Juices spray from Rachel’s pussy and milk squirts from all her breasts as Felix tries to shake her from her compulsions. “What’s wrong with you?” he yells at her as pressure starts to build in his ass. Within seconds, waves of fat flows into his ass cheeks, causing them to rapidly swell out into a bubble butt. His skin still tingles from all the stretching to contain all the soft flesh as he hesitantly runs his hands along the curves of his ass. Making use of his wide hips, his huge ass clearly protrudes from behind, causing the lower half of his dress to rise to reveal his cavernous ass crack and the tip of his cock from the frills of the dress.

Rachel’s eyes suddenly lock onto Felix’s dick as she starts to drool uncontrollably and crawl towards him with her breasts hanging down like udders. “C-cock… yes… cock” she murmurs, spreading her legs apart and showing her moist pussy to Felix. With his heavy D-cup breasts tingling with pleasure and his girlfriend’s pussy in front of him, Felix’s dick quickly becomes erect much to his girlfriend’s delight. “Give me…” she pants, reaching out with her claw-like fingers as he backs away to safety.

S-Stay away from m-me” Felix stammers, trying to ignore the pleasurable bounce of his breasts with every step but it’s too arousing. “Nuughhh… oh my Goddddd” he pants, giving into his urges as he squeezes his breast with one hand and stroke his dick with the other. The immense euphoria emanating from both areas makes his body buckle as pre-cum seeps from the tip of his dick. To his surprise, his thighs start to tremble as waves of fat also starts to flood into them, causing his skin to stretch and tighten. “Shit… shittt…” Felix gasps as he grabs his thighs, with his fingers sinking into the soft flesh as they become thicker by the second. He shudders as his highly sensitive inner thighs rub against each other and sandwiches his balls in between. “Ahh… fuck” he splutters as cum sprays from his cock and splatters all over his pillowy thighs and creating a mess.

Simultaneously, Rachel moans loudly as her clitoris trembles and starts to swell larger until it pokes out from her pussy lips. “Whaa… uuuhhhhh” she gasps breathlessly as she feels a little faint from all the blood rushing into the nub at the tip of her slit, causing it to rapidly enlarge. Her jaw drops in disbelief as she watches it grow longer into a familiar shape and start to throb with activity. “I… I have both?!” Rachel splutters, touching the base of her cock to feel her pussy still dripping with juices as balls push out from within and sag down on each side of her pussy lips.

Contrary to his girlfriend’s growth of a new cock, Felix looks down to see his own starting to shrink every time cum sprays out. “Noo… I don’t want to be a girl!” he whimpers, desperately trying to hold onto his deflating dick as his balls become empty and shrived before slurping into his crotch and reforming into fertile ovaries. Within seconds, his cock inverts into his body, leaving a tight slit where the base of his dick used to be as a more transparent fluid starts to seep out. “It… It’s gone…” Felix gasps, hesitantly touching his flat crotch as his pussy lips puff up with pink folds pushing out. Too distracted by his new organs, he doesn’t notice his feet crunching a few sizes smaller with dainty toes suitable for high heels. “I… I need a cock…” Felix mutters in shock at the empty sensation on his crotch.

Rachel’s tail twitches as waves of ecstasy crashes through her feline body from multiple sources. “So… horny…” she pants again, stroking her cock and running her hand down her breasts as milk continues to drip out. Her body tingles in anticipation and she feels increasingly aroused as animalistic thoughts enter her thoughts. “You want cock? Have mine…” Rachel snarls, grabbing her boyfriend closer as pre-cum drips from her dick.

Before Felix can react, he finds himself pulled towards his girlfriend’s changing body. Her paw-like hands grip the back of his head as she guides his face closer towards her throbbing cock. “Wait… that’s not what I mea---- gguukkk… ommpphhh” Felix gags as she forces his mouth open and thrusts her dick inside, brushing against his cheek and ramming against the back of his throat. Expecting to be revolted by the taste, he tries to pull back, but her hand pushes his lips closer to the base of her cock. To his surprise, the taste of her dick becomes addictive as he twists his tongue around her shaft, licking up as much pre-cum as possible.  “Mhmmm… so good” he pants between breaths, feeling increasingly submissive to her as he bobs his head along her cock.

Keep sucking” Rachel grunts as her eyes roll back, feeling Felix’s saliva drip down her dick as he slurps loudly. Instinctively, she starts to purr from the back of her throat, enjoying every second of it as more juices start to leak from her pussy. She lets out a loud moan as Felix fingers her vagina with one hand while the other pumps her cock vigorously. “You love this… don’t you?” Rachel coos, patting the top of her boyfriend’s head that had a wig, but each hair follicle is now rooted to his scalp. Long and silky black hair cascades down to his lower back as a fringe slightly obstructs his view as his head bobs along her dick.

Y-yes mistress… I love cock…” Felix replies, hearing his voice cracking higher into a sultry and feminine tone with a slight Japanese accent. His pearly teeth glistens as his lips rapidly plump up with lipstick, acting like a sleeve around Rachel’s cock. Felix’s cheekbones pop higher while his jawline softens, giving him a more feminine appearance as his neck becomes slimmer. “I’m… so horny too…” he pants, dipping a finger into his pussy and seeing strings of juices dripping out. Rachel watches her boyfriend’s face warp as his Caucasian features start to appear increasingly Asian with a rounder face.

Without warning, Rachel’s dick tenses for a split second before cum sprays into Felix’s mouth, almost making him choke. “Mhmmm…” Felix moans, swallowing mouthfuls of her cum as she pulls her dick out from his mouth and sprays some all over his face. Flinching in surprise and giggling, he licks some of it off with his growing tongue as a layer of make-up cakes his feminine face. Wiping some out of his eyes, his eyelashes extends while his eyes widen with a distinctive slant at the corners. Blinking a few times, his irises turn brown reflecting his new Japanese heritage. “Like, that was yummy” Felix grins with a Japanese accent, licking his lips as his head throbs with hundreds of new thoughts bursting in and corrupting his memories.

Want a bit more fun with meeoow---meee?Rachel asks the Asian girl ogling her throbbing cock. Felix winces as he tries to comprehend his fragmented memories and personality, trying to remember his own name. His relationship with Rachel couldn’t have been romantic but servitude, happily doing everything he was ordered to, including pleasuring his mistress. “Come on, Ashley” Rachel coos, as the Asian girl recognizes her name and smiles lustfully.

Yes mistress…” Ashley pants, spreading her pussy lips apart with her fingers as Rachel lies on the bed with her dick pointed upwards and throbbing. Straddling her mistress between her thighs, Ashley ogles the rows of tits as she lowers herself onto the cock and exhales slowly. She moans softly, feeling her tight pussy lips spreading apart as Rachel’s dick slides deeper into her until it presses against her womb. “Happy… Halloween…” Ashely pants, as she starts to gyrate her hips and bounce on the cock, feeling it slide in and out of her. Rachel’s tail and ears twitches as she starts to purr, watching the Asian girl’s D-cup breasts bounce rhythmically. After a few minutes of intense grinding, hot cum explodes into Ashley’s pussy, making her squeal with delight as some leaks out and drips down her thighs. “I can like… have your baby!” she giggles dumbly from her diminishing intelligence as she only thanks about ways to please her mistress.


--

“Oh! I felt a kick!” Ashley squeals, patting her heavily pregnant seven-month-old belly as Rachel sits on a chair pumping milk out of one of her breasts. Ashely’s swollen breasts also started to lactate a few months ago as they expand into F-cups brimming with milk for her future child. Spending an entire day trying to think of a name for her child with her bimbo mind, she finally chooses to let her mistress pick the name like many other tasks involving thinking. “I… like… think the baby’s hungry” Ashley coos, starting to salivate herself as juices drip her puffy pussy lips. Reliant on another serving of fresh cum from her mistress, normal food tastes so bland compared to the salty essence pumped directly into her throat.

Spreading her legs apart, Rachel feels her enormous dick swing down like a hose as Ashley greedily waddles to her with her breasts bouncing on top of her pregnant belly. Stretching and arching her back like a cat, Rachel’s tail swishes around as the Asian girl’s lips wrap around her cock like a sleeve. “Lick my pussy after too” she grins as the girl nods her head submissively before starting to bob her head along her dick. Instinctively, a purr emanates from Rachel’s throat as Ashley’s snake-like tongue wraps and swirls around her shaft. Her eyes roll back in ecstasy as she wanders what the next Halloween party would entail.

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