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“Watcha doin Pyrrha?” Nora wasn’t often in the library, more of a fighter than a thinker and thankfully her otherworldly fighting instincts seemed to translate well to multiple choice questions so she rarely ever worried that much. She was only there because the next few tests were mostly essay questions and while she hated boring school stuff, she’d have plenty of time to tease Ren later and train up her hammer blows. To avoid some of the more annoying boys(and cause she had trained too long and realized she still had to study) she was there in the middle of the night, planning to sneak in and read from the glow of her lightning. Of course, seeing Pyrrha working on something interesting immediately dive bombed all of those intentions and now the energetic valkyrie was harassing her team member, trying to decipher what strange thing she was working on in the back of the dustiest section.

“Oh! N-Nothing! Wait why are you even here? You should be sleeping!” Nora smirked, Pyrrha was great at a lot of things but boy did she suck at lying.
“C’mooooon~! Promise I won’t tell anyone. Pinky promise!” She pulled out all the stops, puppy dog eyes, half hugging her, it only took a few seconds for Pyrrha to resign herself to sharing whatever cool stuff she was doing.
“Alright, but you cannot tell a single soul what this is okay?”
“Sure thing boss!” Nora waited with baited breath, sure that whatever it was was probably super advanced and secret.

Everyone knew Pyrrha was the top student at Beacon and the teachers often gave her assignments waaay beyond the pay grade of the regular class. Rumors had started about her getting an extra special assignment as well from Ozpin, but it was all so vague that no one really cared enough to let it catch on, so most of the talk went back to horny boys arguing whether she was the best student AND the hottest girl in Vale. Personally Nora didn’t care who everyone thought was the hottest with maybe, like, one exception, but no one else had to know who was in her head when she sparked her charge at night.

“Alright so Ozpin was explaining some of the more advanced concepts behind theoretical Grimm prevention on how… Look it is all rather boring and I think you should be studying for your next exa-” Nora wasn’t going to let her wriggle her way out of this.
“Just tell me Pyrrha! The sooner ya come clean, the sooner I leave ya alone okay?! So c’mon explain it!”
She sighed, then briskly continued, “So you know how Grimm are formed right?”
“Ooh! Ooh! I know this one! From all the negative emotions people have right? That’s why we’ve never been able to fully get rid of em before right?” Pyrrha seemed shocked that Nora had actually paid attention in class, followed by a bit of guilt over doubting a close friend.
“Yes that is the rough outline of how they come about, but clearly like dust this must be a form of energy that is all around us or comes from us. So what if we can harness it? If we can isolate that collective unconscious energy then who knows what might spring up from positive human emotions like friendliness or love or-”
“Loooove~?!” Got someone on your mind Pyrrha? Maybe a certain blondie who’s kinda useless and pitiable like a puppy?”
Pyrrha wasn’t ready for the topic swerve, her cheeks as red as her hair, neither aware that this conversation was about to cause something disastrous for them.



There were a few minor mistakes that built up, Pyrrha's flustered hand movements flipping the inert machine on though nothing changed power wise, the strong human emotions filling the air and Nora smugly leaning her Magnhild up against it, the metal clink barely noticeable under their heated boy talk.
"I-I don't know what you mean. Jaune is just a compatriot who I enjoy helping as a good member of the team. After all, we can't have the team leader falling behind."
"Yeaaaahhhhh..." Nora was leaning in closer, excited to get a chance to lightly tease her usually inscrutable and perfect teammate.
"But I didn't hear you moan someone's name at night till he came into your life, though hmm, I wonder which one of you would be cu-"
"N-NORA! I d-didn't I mean I-I... y-you heard that?"
Nora's face sprung into a predatory smile, like a cat with a mouse in its claws.
"Nope! So you DO like Jaune! Iiiiiiiii knewit! Aww did you like having someone actually approach you for once? Or maybe you like the dumb ones and just always excelled too much to get anyone your type! When'd ya realize you liked him? The training? The dance?"
Pyrrha's face was getting redder, her calm demeanor utterly ill prepared for any talk involving crushes, taking a more offensive route.

"Th-This is highly inappropriate Nora! And it is improper to talk about-"
"Awww but I rarely get to tease miss perfect and you're so adorably red! Didn't realize you were this weak to men heh, I just wanna boop yer-"
"Well y-you're one to talk!"
Nora seemed confused so Pyrrha elaborated.
"D-Don't think I don't hear your nightly Ren dreams and you're h-habits whenever you get worked up."
Nora wasn't expecting that, her turn to blush as she started to shift about.
"Um, I don't know what you're talking about cause we're obviously just friends and besties and-"
Nora looked like it hurt to say the next part, blushing furiously.
"Y-You're very loud at night! And I just pretended not to hear it..."

Ren was the one thing Nora acted a bit coy about, her usually open demeanor closing up a bit. It was obvious to everyone how they felt past maybe Ren since he could be rather aloof about emotional matters. Not helping was the sudden embarrassment spurred on by the hyperactive girl realizing that all of her covert nightly fun was actually very audible was horrifying. Especially given some of her fantasies as her mind ran through all the ones she had thought of recently. Oh god did Pyrrha hear her yaoi ones? That would have made things awkward given the limited candidates in her mind and who she shipped with Ren(besides herself) given their proximity. The shame caused her semblance to spark as she sputtered out a quick string of gibberish meant to be a defense, the sudden charge ramping through her hammer and into Pyrrha's device, giving it the juice it needed to turn on as its green glow alerted both of them, pausing all thoughts of boys and crushes, though the emotions lingered around them.

Nora's lightning was bouncing around the inner circuits, all of Pyrrha's carefully molded pieces ringing as they scoured the area for intense emotions, positive ones. As it turned out, lust counted as positive, and the air was thoroughly saturated with it after both girls had imagined their fantasies even if it was all tinged with embarrassment, the half formed device gathering it as if it was trying to form a lustful Grimm, but without the proper material to actually solidify. Thankfully, there were two hosts brimming with energy near it, the sparks of light emanating from it increasing into wild arcs of lightning.
"Er, is that supposed to happen Pyrrha?"
"N-No! We should run before it malfunctions."
"Just use your semblance and blow it up or something!"
"B-But my research! Headmaster Ozpin would be disappointed in- GAHHH~!"
"HYAAAH~!"
And in their indecision two bolts struck them, one hitting Pyrrha's headband, the other jolting Nora's body before the drained device shut down.

It took a second to regain their bearings, Pyrrha's desire to salvage her project shown to be fruitless as burning plastic and shorted out wires smoked from the device.
"Ergh, well at least the casing's intact and we know you can power it. Are you okay Nora? My head feels all fuzzy right now..."
As she rubbed her hair, neither girl could see the individual hairs starting to retract, the short blonde hairs almost invisible in the sea of crimson. Nora for her part seemed more dazed and glazed than in pain like Nora was. Her natural electricity semblance meant the bolts from the device had integrated quite well into her body, making her naturally peppy demeanor ramp into overdrive. Well ramp up wasn't quite the right term, it was more like her natural hyperness was gaining a new tinge to it, her toes tingling as it took a few seconds to narrow down just what she was feeling as she responded.

"Ooooh~ that kind of supercharged me and it's making me feel super duper good and stuff and oh boy is it hot in here I feel like it's hot and something's really... hmm?"
There was a slight tightness to her feet, Nora wiggling her toes as the numbness grew, now more like a pinch than discomfort. But that was all small potatoes compared to the heat building between her thighs, her lips trembling, her nostrils flaring. Had Pyrrha always smelled this good? Actually when did she start to smell this good? It was almost like she was feeling...
"Horny?"
"Huh did you say something Nora?"
"N-NOPE NOTHING! TOTALLY NOT HIDING ANYTHING WEIRD HAHA!"
She tried crossing her legs, suddenly nervous her arousal was obvious and needed to be stemmed. It was definitely getting damp down there, made worse as she grunted, her feet thoroughly trapped in her boots. Trying to pry them off with her feet was ineffective, almost as if they were grafted on, her hands tugging at them to no effect as the stuffiness mounted until all of a sudden the seams split revealing feet that weren't hers.

The sound of leather splitting rippled across the library, Pyrrha confusedly looking around, nervous a piece of the shell had stabbed into one of the hard cover tomes around them. The fuzz around her brain was rising, making it hard to focus, more and more of her large ponytail bleaching as the band keeping it tied slipped off, her hair falling freely to her shoulders. Was she getting a migraine? It felt like her temples were throbbing, crunchy pops muffled under her skull as her overall facial shape widened slightly. At least it wasn't a painful one, just kind of a dull pressure that was slowly making its way down, her metal hairband a bit tight as her eyes watered. As they drowned in tears, the color similarly drowned in blue, her pupils wobbling as she blinked away the tears, her eyelashes losing their makeup under the tears and most of their length, the overall shape of them losing the angled crinkles for a more rounded edge as hey eyes finished their shift into blue pools her imagination had often spent time returning to.

"Did you hear something Nora? I heard something tearing alhmotht laahk- pfft ugh whaa?"
Pyrrha was too distracted by her sudden cotton mouth feeling to notice the weird grunts coming from her team member, instead working her jaw. Her tongue felt swollen, her face numb and the insistent throbbing continued to go lower into her throat, some rogue tingles even groping lower past her collarbone and pooling into the tips of her-
"Agggh~! MMM~!"
The earlier red blush returned with a vengeance, her nipples suddenly hardenening without warning. It came in a few waves, her lips curdling as they deflated, the random horniness surprising her. What was wrong with her today? Surely she wasn't so enamored with Jaune that mentioning him was enough to drive her dizzy with lust right? And yet, the more she thought of him the buzzier her head felt as he throat began to tighten, a sore lump forming inside.

While Pyrrha was clearing an increasingly aggravated throat, the sounds deepening with each hack, Nora was squirming about uncomfortably, her skirt fully doused now. The ruptures in her boots were spreading, the reason why made evident as she inspected her new feet. What used to be cute and dainty was now thick and masculine, her toes stubbier, soles flatter and she could feel her ankles bulking up inside the rubber constraints, moaning as muscle surged in, her inner electricity sparking amongst the muscle and causing it to surge, draining the curves of her calves for something beefier, stronger. Nora had always liked being strong, her hammer weapon an extension of her joy in smashing things and overwhelming them with her own power, but the muscular growth was something different, domming her body as her boots slid down deflating calves only to tear open like blossoming flower petals, the muscle surging up to her knees.

"Mmm~ P-Pyrrha something's really wroooong but it f-feels awesome! i don't know what's- YOUR FACE OMIGAWD!"
"Huh? What's wrong with-"
Pyrrha's hands slapped shut over her mouth, the last of her hair turning blonde as her bangs slid up to a messier array of gold. That lump in her throat had only grown larger, making her all the more embarrassed as husky groans accompanied each surge into her breasts, but that was nearly forgotten as Jaune's voice left her throat, a few test words coming out in his geeky tones. Both girls were now panting, finding the need to hide their lust less important than figuring out what was happening to them, though Nora's face was clenching more and more frequently. Pyrrha watched in horror as her thighs began to writhe and bubble, growing thicker as muscle built up stronger and harder, her curvy legs giving way to lithe muscular strength.
"I-If I'm turning into Jaune  then maybe you're-"
The thought was cut off by a violent cry, Nora palming her crotch as a wet churning noise began building from within.

Despite the severity of her cries, they sounded nothing short of wild ecstasy, Nora's hips thrusting against some invisible force, her groping hands feeling around her skirt and her stomach. Her semblance was sending jolts straight to her clit, her body writhing as her insides were being thoroughly stirred. It was hard to put into words the sensations as her ovaries stopped pumping estrogen, her muscles squeezing them down her haywire womanhood as her hips shuddered under the violent jerking of her body.

There was a sickening snap followed by another wild scream, drool splattering from her mouth as her skirt slid off, no longer held by the wideness of her hips, revealing flattened sides, her muscular legs bicycling as her clit grew so aroused it swelled up and up, beginning to slide down her leaking slit. Pyrrha wanted to look away, but there was something mesmerizingly terrible, her own panties starting to dampen as her nipples hardened further, her shoulders giving the first minute spasms of change, the sockets bristling against her skin as they tried to pry themselves higher.

Nora had never been one to have self control, her general attitude and actions more focused on instant gratification and speeding through anything she found boring or against her wishes. So really it was shocking she had held out this long as her dominant hand began desperately fingering her slit, tearing her panties in two while her bubbly ass began to suck inside. There were gaps to be filled, inner corridors that had to be glued back to a whole and the plush mass in her rear was perfect to plug it. Partway through her derriere deflation, her former ovaries were crowded out, plopping into her throbbing pussy, the walls of it shivering as each small lump attached themselves to either side of her clit. Hot vaginal run off stained the floor as her former ovaries began to pump something into her clit, the engorged organ swelling, pushing out as the real fireworks began.

Every few seconds brought a new geyser of vaginal release, Nora gasping as her clit began to fuck her from the inside out. It continued to grow, pushing further out, thickening into a cylindrical shaft, her ass finishing its shift into a muscled behind gleaming with sweat as she felt her changing clit thrust up against her hymen from the inside out. It slapped against it once, twice, a gush of release following as her forming cock broke free. Words couldn't do it justice as every inch of her pussy seemed to be stimulated and teased into heightened peaks of ecstasy, her ovaries scraping against the now torn flap of skin as it melded over them, protecting her pulsing lumps as they swelled with something new, something manly. Her friend could only watch in horror and arousal as the first bump of pink pried itself out of her pussy, the forming mushroom head jerking up with a moist ripping noise before Nora's body hopped up a solid foot, the "girl" squealing as an entire, hard cock inverted from her pussy, forever closing her entrance as an arc of clear cum shot from the freshly christened manhood.

"N-Nora are you um... okay?"
Her friend seemed sapped of everything, moaning in a daze as her cock stood erect and dripping, every coo and squeak coming from Nora accented with a small spew of thicker release. To Pyrrha's horror, this horrific looking change had only turned her on further, that haze on her head only taking in the fact it was hearing a hot chick's squeals as she orgasmed, Pyrrha wresting away her hands from her own nipples, deciding she had to call Ozpin or someone no matter how mortifying the changes were. Already in her distraction she had missed her arms bulking up, not really all that strong admittedly, but certainly bulkier and more masculine, the calloused touch of her fingers suddenly registering as Jaune's, fantasies racing as she moved an index towards her own needy- What was she doing?! She had to stop this before she lost herself to lust!

"Don't worry Nora! I'll get help! And then we'll both be fixed up before- N-Nora?! Wait what are you- MMPH!!"
It seemed Pyrrha's fears were Nora's reality, her hands stroking her new cock as she prowled towards her teammate, shocking her with a sudden forceful kiss. Usually in romantic situations, Nora preferred to take a bit more of a passive role, but suddenly she wanted to dominate, needed to satisfy the burgeoning lust in her body. Her thoughts were clouded with different sets of desires, Ren's passive Zen not yet carried over leaving only male lust and her own hyperactive desires. And given her two sets of wants, Pyrrha's half changed body was ticking off all the boxes as a deep ache growled from the pit of her stomach. When the kiss ended, a long saliva bridge remained, Pyrrha's own confused desires building. Nora's cock was rubbing against her groin and the Jaune voice in her mind could only see a girl lusting for her, her defenses shattering as Nora pulled Pyrrha's skirt down, ripping the belt and spandex underlayer in the process.

"Ohh~ y-you look so hot right now Jaune, just like one of my yaoi fantasies heh. But you've got something this big ol hammer between my legs really really needs so..."
Without thinking, the words tumbled from Pyrrha's lips, "Ohh yes I'm so horny right now I- W-Wait Nora that was the Jaune in me talking the device must have sensed our lust and materialized a- OH! OHHHH GAWWWWD YEEEESSSS~!"
Her resistance crumbled as Nora shoved her cock inside, Pyrrha's insides clenching instantly as it pulled her friend in closer, her body and soul quaking in terrible ecstasy. It was her first time, each sloppy smack back inside reverberating through her bones, her tight slit aching in the most wonderful way as she swore she was going to snap if she took any more. This assertion proved correct as her shoulder slammed against a book shelf, popping her spine straight and removing any arch to it as Nora's fucking accelerated their changes.

Rational thought was out the window for both of them, the raw need taking over. Nora was finding Pyrrha's breasts a prime target to grope and pleasure above while her cock was busy, though the more she squeezed them the more she could feel some of their wonderful heft leave. Pyrrha seemed to enjoy it though, spurring her on between kisses in her nerdy voice, moaning as her bounteous bosom was slowly forced down into her curved abdomen to fill in the dips of her womanly body. Even though it felt amazing to her, Nora was feeling annoyed, finding those wonderful love handles getting shallow, though that was all forgotten once Pyrrha reciprocated.

It would have been a losing battle anyways, Pyrrha's mind riddled with lust, swimming in Jaune's hormonal wants, his own desires bouncing around and arguing against all logic to stop. She knew this was wrong, knew this was potentially irreversible for the both of them, and yet as her virginity was shattered, her body egging on each change and placating her worries, it was just too good to resist. Paying her back for her bottoms, Pyrrha tore open Nora's top, freeing her breasts and planting her lips around one, amateurishly sucking and fondling as she could, that same noticeable deflation occurring as Nora's breasts were fed to the muscles of her stomach, their added power increasing the intensity of her fucking, their staminas restoring themselves with every added surge of power.

Pyrrha finally came as her breasts finished their submission, pulling flat to her body, the pink nipples losing their fire as a buckshot of cum surged out her pussy. Looking down, her entire upper half was now muscly and male, small body hairs sprouting, her abs now fully outlined with a faint six pack. Nora still had a reduced pair perked up on her chest that Pyrrhaune was happy to finish servicing when her body suddenly bucked, a hot surge hitting her triggered clit. It was about to become a bit cramped inside.

The same wild cries Nora made were now streaming from Pyrrha, her clit terribly sensitive as Nora's cock slammed into its growing heft without mercy. The pleasure sensors were growing, widening up to absurd sizes and each one was getting double teamed by a hard cock on one end and her own throbbing vulva. The pleasure was blinding, all that ecstasy sending them into a tizzy as Nora found her own cock finding it harder to plow into her friend's folds. If anything it was getting claustrophobic for her still new cock, her tip rubbing against a spongy, throbbing hood, the walls of Pyrrha's pussy tightening as her own engorged clit dragged itself up with each juicy pulse.

It became a headbutting match, both "girls" gasping as Pyrrha felt her forming shaft feel compressed, desperately slapping against the invading cock, trying to force it out and erupt into a tent of masculinity. In desperation, she bit down on Nora's shrunken nipples, making the almost boy scream as her cock jettisoned out a few sudsy releases, her breasts fully absorbed into her body as muscles as her cock flopped out of Pyrrha's folds. With the obstruction gone, Pyrrha was left screaming as a messy pour of fluids erupted out, her clit now a proper tip as it scraped up her ridged innards, teasing her labia as it rammed out in a flurry of juices and cum.

The cold air was half unbearable to her, sparking her raw nerves as she looked at the meaty shaft dangling from between her thighs. She didn't know much about cocks and it felt massive from her perspective, her fantasies of having Jaune in her all twisted into this nightmare. And yet, the more it dribbled her fluids away, a hand beginning to inspect and rub it, something about it felt familiar, a natural fit inside her palms. Holding it sparked new memories to settle, masturbation sessions driving her to stroke it, moaning as Jaune basked in Nora's squeals, both nearing the end of their changes.

Nora's mindset was giving one last hurrah, not wanting to lose out to the zen like calmness slowly but surely creeping up her body, her toned pecs adding to her overall physique, all chiseled muscle and snake like flexibility. Still obviously masculine, but refined for a less brutish fighting style. There was still a woman's stamina left, the last of her internals shifting as her cock hardened for the last time of the night, her eyes glued to Pyrrha's round, womanly ass. No wait, was that Pyrrha? Everything was so confused in her head, her mental shift into Ren harder to pick up on given their shared history, so many memories still playing out the same, just changing perspective. Her body needed to get rid of this pent up excitability, this horniness. Pyrrha herself was so far gone she welcomed the sudden insertion, basking in Jaune's sexy voice as her own thoughts increasingly slowed down, a sluggish haze overcoming her worries, her self as Nora proceeded to pound her ass.

Each thwack against her plush seat flattened it slightly, muscle toning the fat, her legs shivering as the meaty slaps sent them struggling to stay grounded as she braced herself against a table. Noren's cock was pressing deep enough to pierce her womb, her eyes rolling up as the triangular organ was slammed into a new shape, each hit more pleasurable than the last as it gained increased sensitivity. After a certain roundness was attained, her ovaries dried up, losing their connection, pumping out the last of their estrogen as they were pushed out further, her womb swelling into a hot prostate. Groaning from the final shifts, Pyrrha was the first to lose herself completely, a hot puff of air priming her cock as a leathery scrotum slithered out underneath her cock, her ass pounded flat, legs thick and broad and as the last of her toes stubbed out, Jaune was all that remained as a sudden spurt of cum poured from his cock.



"Ohh~ god that felt amazing Nora. Can't believe my first time was with my teammate. Who needs Weiss when you've got a- Wait what the hell?!"
Jaune's pleased expression soured to horror once he noticed the cock in his ass, his mind clearing as he felt it clench inside his buttocks. Weirdly it still sounded like Nora, but now the moans were starting to lower, becoming familiar even if he had never heard them sound this excited before. The sudden attempt to get out of the fuckfest drove Noren over the edge, her shaft swollen as it slipped out of Jaune's clenched asshole. In a moment of clarity, the vestiges of Nora tried to keep it in and failing as her unchanged hands essentially jerked off her crush's cock as her own seed joined the mess on the floor of the library. Her mind was left racing, trying to hold onto who he had been, or wait no who she was, who-

"Why the hell were we doing it Ren?! I'm not into guys I- Wait the hell's wrong with your face?! Agh this is so messed up I'll never live this down I just want to forget I want to-"
In his panic Jaune knocked over the device that had caused it, its purpose forgotten to the boy, though a few burnt out wires just so happened to joggle themselves into working order, the shell knocking into Noren's leaking dick gripped inside her hands. The last of Nora's semblance sparking out to the metal shell, her excited moans slowly losing all perkiness, wilting to a reserved sounding sigh, her fingers sparking as they seemed to shoot out all the femininity left in her. Her shoulders widened, arms growing thicker as her nails seemed to shrink into her enlarged fingers, the polish peeling away to leave them unadorned. For a second, both stood horrified as the changes ran their course, black hair sprouting, her facial features twitching. Even her moans came out in Ren's voice her name slipping away into an acquaintance as the machine sparked to life one more time.



Both did not want to deal with whatever was happening, the denial and horror processed into a reset, both boys dazed as for a minute the details of what had happened were wiped from their minds. Even the torn scraps of clothing were sucked into the cover up, Nora and Pyrrha's outfits slipping over the stunned boys as they reshaped themselves into proper fits, changing into their new body's usual garb as their mess was vaporized, the over exertion leading nothing but a burnt out metal husk. In that time the last of Ren's features had settled, his eyes a deep magenta, a pink streak cutting through his black hair. An oiled ponytail strip hung down, his arousal fully jettisoned as the minute of clearing allowed his mind to adjust to its new normal. A few hyperactive desires popped up here or there, but they were adrift in a sea of zen, unable to break through his self control as even those last sparks grounded to nothing. When the process ended, it was like both of them had merely been paused, continuing where they thought they had left off.

"Ah I see you are up late studying. It's good to see you trying to better yourself."
"Yeah, Pyrrha's been helping me a lot so I couldn't just let her do all the work. I am an adult after all."
"Debatable."
"HEY! Well okay yeah. Though I'm weirdly tired right now and there's some funky smell here. I think I'm gonna call it a night. Are you off to meditate or something?"
"Actually I also feel rather tired today. I think it would be prudent to listen to my body and rest some."
"Sure sure... so have any girls you like Ren? C'mon, we're both guys here and this school has plenty of hotties!"
The two walked off, Ren mostly ignoring his teammate's rambling though his cheeks gained a slight flush as he thought of Nora. Jaune on the other hand had a wider ranking, happy to talk about who was the hottest in school. Neither seemed to notice the metal husk on the table, lightly sparking, another pair walking in as Cardin and Neptune rolled into the room.
"That bunny girl is a freak, but I bet she's even freakier in bed."
"Don't be disgusting dude. Besides I'd rather have someone classier like Weiss."
"Oh of course you'd like boring miss perfect over- Do you smell something weird?"
As they looked around, the machine let out a few more sparks, reacting to their desires, ready to make their wishes come true whether they wanted it or not...

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