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*This story can be considered a bit dark, here's your warning.*


The damp, cold floor seemed to ooze a film of sweaty slime as Heather laid on a soggy

cardboard mat inside a rusty iron cage. Was she in a sewer? It felt more like a dungeon, but

how could there be something like that out here? She couldn't tell by the smell- just cold

concrete and maybe... lemon? She shook her head and tried to remember what happened to

her.


She was in the woods camping with her friends, got separated after she went to go to the

bathroom and got lost. Tried to follow the stars back and fell down a hole? Her head hurt and

she couldn't get her arms to work to prop herself up. A fuzzy stiffness ached in her limbs and the

throb in her head seemed to grow when she tried to think.


Heather rested uncomfortably for a few more minutes, looking around while trying to control her

breathing. She didn't feel cold after a bit, but the numb tingling was moving further up ger arms

and started twitching along her shoulder and back muscles. She distracted herself by exploring

the room from her small prison. Beakers full of dark liquids bubbled or softly shook on

old-fashioned chemistry equipment like out of a movie. Electricity arched across polished

sphere diodes and ran down into some kind of battery... it was beginning to make Heather's

head hurt again, so she resolved rest her eyes.


Her nap lasted moments... or hours, she couldn't tell with the lack of daylight or noise from the

outside world. The only thing she could mark the passage of time was how much of her body

now felt the dull aching of tingly numbness. Her torso felt limp and her breathing was hoarse,

she could barely crane her neck to look back at herself in the cramped cage. Heather froze.

Nothing she saw looked right. Her head pounded and her body twitched as she panicked.

Where were her arms- her legs?! She just saw them earlier, what on earth was happening to

her?!


A heart monitor began to beep in alarm and quick footsteps echoed from outside the laboratory.

The heavy metal door swung open with a mechanical series of hard clicks and standing across

the room was someone Heather hadn't seen since middle school.


"Paula? Is... is that you?" Heather's voice was ragged and she gurgled with thick mucus in her

throat. Paula didn't respond, instead moving over to the cage with a syringe in her hand.

Heather struggled, weakly flopping away against the backside of her prison. A painful sting hit

what was left of her tingly, atrophied thigh. Heather groaned and dribbled a foamy, bubbling

spittle and began to feel feverish. Her skin prickled and the tingling began to quickly subside as

her heart rate dropped. She could feel her thoughts slowing and the world began to spin. The

drugs were calming her, but the dosage made her feel drunk and sleepy.


"Hm, might have given you too much, your reduced mass makes it hard to guess the proper

amount. Won't be an issue soon enough, though." 


Paula furiously clicked her nails on a keyboard and the green light of the computer's monitor

reflected off her thick glasses.


"Your tissues are more malleable than I had hoped, Heather. The transfiguration will be onto the

next phase soon."


She turned and smiled at the helpless girl whose head slumped down to the floor- pale white

drool seeped from her swollen lips.


"Why... why are you doing this?..."


Heather's weak voice carried against the cold stone. Paula turned back to her screen and

continued to work while she spoke.


"You may not remember it, but you and your friends abused and bullied me so much I changed

schools. I think the rumor you spread after that was that I got a disease from Dustin, the boy in

our Econ class you dared to fake ask me out to the dance? God, you were such a dick and

Cassie... well, she'll get hers soon enough, but I'll never forget Tiffany's terrible laugh as you

three taunted me."


Just then, tied down on a motorized stretcher, a terrified, naked and gagged Tiffany was

wheeled into the room on her belly and parked next to your cage.


"It took a little while, but I caught all three of you eventually. Cassie is in the other room being

prepped."


Tiffany groaned angrily from her confines and struggled weakly against the leather to no avail,

obviously drugged like Heather. Paula took another syringe and plunged it into Tiffany's

shoulder, the cold mixture flushing her bloodstream in little more than a second. Tiffany moans

turned deeper, her muscles twitching and foamy spittle ran down her jaw. Her eyes darted

around the room and she looked like she was in a great deal of pain. Her eyes fell on you and

there was disgust and fear in them... Heather couldn't mustee the strength to see herself

anymore, was she a monster? She couldn't tell, but Tiffany stared at her too long to not.mean

something was truly wrong...


"And that's two. Now I just need that asshole Cassie."

Paula chuckled to herself and muttered something Heather couldn't understand, her head

feeling so soft and swollen. The voices started to grow more muddled. She glanced over at the

door again as it clicked to life, opening with a heavy *clang* and another cage like Heather's

wheeled inside the room. She tried to see what was inside, but couldn't tell. "It must be Cassie!"

She thought, gurgling a salty, watery spit as she used what little muscle mass remained in her

to push her body closer to the bars to get a better look. Paula opened the cage's lid and lifted up

a shriveled body, limbs shrunken down to fleshy numbs and the rest of it looking no bigger than

a child.


"Here's your bestie, Heather. She looks like hell, but I promise I haven't hurt her at all. All of you

have been injected with an experimental batch of nanomachines that, when touching the tissue

of another person infected, will merge with their flesh and become whatever I have programmed

into them. So, I had to prep the two of you in order to pull off my perfect revenge. Tiffany here is

going to be your new body, Heather. You and Cassie are going to become Tiffany's new cock

and asshole."


Heather barely even heard Paula's crazed laughter. The words struck her chest like a brick. It

started to make sense with the strange sensations she felt and the bizarre changes to her

body... she wanted to wake up... to be back at the warm campfire with her best friends- she

wanted to go back and apologize to a younger Paula for what she did... nothing she would say

now mattered and she had no strength to resist Paula's twisted machinations.


She looked up wordlessly as Cassie's lower body was pushed down into Tiffany's behind. The

flesh between them fusing instantly. Cassie's lips bubbled as she groaned and slowly sank

down as her mass was converted to Tiffany's body. Her ass slowly inflated like rising bread

dough around Cassie, the color of her skin shifting darker to match Tiffany's mocha flesh. Her

face contorted, lips turning fleshy and large and pursing into almost a kiss. Paula cupped

Cassie's shrinking face and planted a wet kiss on her transforming lips, burying her tongue

inside the poor girl's mouth for a moment before she was engulfed by Tiffany's assmeat. Flesh

absorbed, the new large ass of Tiffany quivered on its own as if Cassie was still struggling to be

free. Tiffany silently wailed into the pillow below her chin, feeling the heat of her friend slowly

spreading into her own body, their two heartbeats synchronizing before all that was left was her

now enlarged behind. The new asshole puckered its dark ring and Tiffany felt a disturbing

sensitivity to the cool dampness of the dungeon air.


"What- what did you do to her?!" Tiffany coughed.


The girl strained to look back at herself, the straps holding her down stopping her. Paula rolled

her eyes and turned to Heather and smiled a wicked toothy grin. Tears formed in Heather's eyes

and she tried to turn away, anything to resist what was happening. Her body was soft... her

bones felt squishy and limp like her muscles, almost as if she had been deflated. She knew the

fate Paula had said awaited her, but she could scarcely believe it- despite watching the horror

that befell Cassie.


"I think with your added mass, I should have a complete specimen. Just think, with all of you I

can create something of value, something that can do some good with its life... you should be

thanking me."


Paula's tone turned and Heather felt an icy shiver. She was next. The lid of her cage unlocked

and raised and Heather felt the gloved hands grab around her middle. She felt so small and light

that, as the stretcher Tiffany was on lifted her ass into the air and she flailed like an unruly

toddler-sized worm, she could tell it took very little effort for Paula to hold her steady.

"Tiffany, this squirmy little wretch is going to be your new, fully-functioning cock! Wave goodbye

so she can spend the rest of her life hanging between your legs."


Heather's heart sank. Tiffany's exposed vagina loomed closer and closer, she wanted to

scream, but all that bubbled forth was a thick, sticky and salty spittle. The remains of her legs

throbbed, heavy and hanging limply below her and was warm against Paula's body. She had no

arms and felt her head sinking down into her fleshy neck. Tiffany's pussy was so close she

could smell it and Heather watched as her asshole and cheeks tensed as Cassie struggled still

within. Paula laid Heather down on the cold stretcher and lifted her bottom up to meet the warm,

tender flesh of her old friend's nethers and was immediately assaulted with the intense booming

of her racing heartbeat and hot blood. They fused with a loud squelch and Heather felt Tiffany's

body consuming her mass with a monstrous hunger.


"Ah- auurrgg... gurglle glkk mmph s-srryy-k"

Heather's lips sputtered a milky white as she changed. The limp mass of her thighs ballooned

into plump, full testicles and hung heavy and low between Tiffany's thickening thighs. Her

already shaft-like torso made a sickening series of wet pops as her spine melted and she lost

what was left of her pelvis and rib-cage, turning to meat that throbbed and grew the length of her

tubular form. Heather's face pushed out and turned bulbous and fleshy while the loose skin

around her neck slid up around her face, turning into foreskin.


"Good, good! All my calculations were perfect! The nano-machines are moving the excess mass

into Tiffany for her final transformation. I've been waiting so long to have this... I can't believe its

all coming together!"


Paula admired her handiwork with tears in her eyes while Tiffany groaned in a strange mixture

of pleasure and confusion. Heather's thoughts began to dull further as she became more and

more like a cock. Strong, thick veins pulsed hot blood into her form and she felt a primal

sensation of pride filling her body as she grew hard and long- too long to be a human cock. She

dribbled milky precum and could feel the warm throb of cum being produced down in her new

ball-sack, the thick fluid running up shaft and into her throat. Her face flared at its new tip and the

darkening skin mottled with even darker spots. A warm hand stroked down Heather's length and

she tensed at the touch, desiring more and aching as she was denied. Paula teased her plump

asshole, playing with the leathery donut and eliciting new moans from Tiffany...


"You sound like an animal, a bitch in heat, Tiffany Do you like having a giant cock and thick

asshole just begging to be fucked? You know those are your best friends, don't you? Don't you

care they have become little more than meat for your body?"


As Paula toyed with Tiffany, her body started to twitch and grow hot. Her cock throbbed,

begging for more while her asshole clenched around the fingers stuffed inside it. Tiffany's joints

popped and she pushed into her restraints as the muscles in her legs rippled and flexed. Dark

grey, coarse hair grew down her flanks and she felt her toes creak as they pushed together. Her

toenails broke and darkened as they softened and flowed over her toes as they folded up under

her arched feet.

"Please... stop- stah- haaaaaaw hawp-p thiss"

Tiffany let out a pained moan that broke into a long, bestial bellow. Her teeth clenched as her

jaw popped loudly and pushed away from her face. Her nose spread wider as it followed her lips

forward, turning black as her lips grew thick. The same grey hair spread across her face and

neck, Tiffany's ears prickled and twitched as they grew, pointing high up on either side of her

head with tufts of grey fur of their own.


Paula leaned in close to Tiffany as she struggled. "You're going to be my masterpiece. A

jackass, a dick, and an asshole all brought together and imprisoned in the body of a stupid

animal. Its poetic justice."


Tiffany bellowed again, her muzzle deepening her voice and changed mouth ruining whatever

expletives she may have wanted to use. All that came out was a series of guttural

, angry "hees" and "haws". She felt her body spasm again as her breasts faded into her

barreling chest. She was turning into a donkey, an ugly, smelly beast of burden and her poor

friends. she could still feel them inside her, but... what could they be thinking right now? *Could*

they even think?


Her thoughts were interrupted by an intense pleasure. Paula had lubed her gloved hands and

began jerking and stroking her bestial new cock while a mechanical dildo buzzed inside her

asshole and gently entered her. Tiffany's mind went blank and couldn't hold back, couldn't

mask how good it made her feel. Cassie roiled and tensed her wet hole around the rubber cock,

shivering as it pressed deeper. They had no way to stop what was coming and could feel the

pleasure growing quickly to its intended end. Tiffany lolled out her long tongue and drooled

mindlessly, her eyes rolled back and bellowed like an animal as Heather erupted a huge load

across the stretcher and onto the wall. Cassie clenched hard and bucked as the dildo held the

orgasm strong.


Cum bathed the stretcher and the girls felt their individual consciousnesses fading. Soon they

would be nothing more than a beast and the intense sexual stimulation was Paula's weapon.

"Do you remember the nickname you all had for me back then, Tiffany? Before I could afford

braces? I think you called me horse face? Well, who is laughing now?"


"He-heee... hhheellp me-ee-h-...Hawwww..." Tiffany's swollen nose and long face popped loudly

into place. She stretched her jaw as her teeth grew large, filling her mouth quicker than it could

form into a full muzzle. Her voice was deep and sounded wrong.


Paula burst into laughter, holding her gut and pointing at Tiffany's elongated half-human face.

"You sound so stupid! But the hee-hawing *is* an improvement from that awful laugh of yours. I

don't expect you'll be laughing much anymore, so I guess I've done the world a service."


Tiffany felt a surge through her growing musculature and bellowed like a donkey, the orgasm

triggering an increase in speed to their transformation. She had to slow it down, stop it if

possible... but it was getting so hard to think... hard to move like a person. Her arms and legs

were cracking and moving into a new orientation beneath her and after a few moments her legs

slipped off the back of the stretcher. Her fresh hooves clattered in the concrete and she

scrambled to stay upright. Her large flanks rippled with muscle and she finally stopped wobbling

and found her footing the stretcher folded underneath, now only holding her up by a plank of

metal strapped round her torso. Her arms dangled, misshapen and longer than they should be.

Tiffany brought her hands up to her face, needing to turn her head slightly so she could see in

front of her with her changed skull shape.


She wanted to weep. Tiffany's arms trembled as she watched them crinkle and snap into shape.

Gone were her slender fingers and manicured nails and in their place, one large "toe" covered

with a spreading, sickly black hoof nail. She dropped her arms and felt the cold floor on her new

hooves. She was an animal. She'd never hold hands with her boyfriend, never lift a baby in to

her arms or just eat food with a fork... her head hung low, the bones in her neck popping as they

slowly stretched closer to the floor.


"That's right, stand up on all four legs like a good donkey should. No more bipedalism and no

more "Tiffany". Another few minutes and you'll be... hmm what should your new name be? Oh!

How about Dumbass? It's perfect!"


As Paula gloated, Tiffany felt her flesh rippling as thick fur grew all over her body. The tightness

in her neck caused her to cough as new stronger muscles formed and stretched her throat

longer, making her voice even less human. She watched helplessly as her dirty blonde locks fell

out and were replaced with a thick, coarse and shaggy mohawk mane.

Below, her body was reaching another powerful orgasm. Cassie and Heather were long gone,

their minds now reduced to large bundles of sensitive nerves that made the sexual stimulation

even more intense. Her asshole trembled and she kicked the concrete ground as Heather blew

a giant milky load across the room. Her ragged breathing faded into a dull, agonized

satisfaction. Her bestial voice having lost all of its humanity.


She was nearly total donkey. All that remained was the nub stretching down from the base of

her spine, coated in grey fur with a little tuft of black growing. It whipped back and forth softly as

it became her tail. Her ears were long and flicked about at the sounds echoing off the stone

walls, covered in fur and velvety soft and pink on the inside. She snorted a sign and felt the

dildo finally leave her behind, Paula's teasing finally finished. Dumbass's body was aching and

tired, she just wanted to curl up on some hay and sleep...


"Welp. That's that. I had hoped you all would have struggled or begged or *something* during

this whole ordeal, but I guess I can't have everything I want. You're probably wiped out,

Dumbass. Let's get you out of here and I can feed you and show you your new home at

Grandpa's ranch."


The stretcher released the leather bindings holding her still and she was finally free again.

Fading memories of some long past dream of humanity prickled in her animal brain, but were

overshadowed by other needs more pressing to her body. Food. She thinks the human said

something foody, maybe a nice place to rest? She was feeling annoyed and confused and the

human was talking a lot. Paula placed a small bit and bridle on Dumbass's face and held the

reins loosely as they slowly walked around the room to get the new beast of burden's balance.

It didn't take long for Paula to lead the new donkey outside, Dumbass seemed to be taking to

this like a duck to water or so the mad scientist thought. When daylight hit the girls, Dumbass

felt a strange primal freedom well up in her breast. She had suffered the chattering human long

enough and tugged on the reins, feeling the metal bit in her mouth angered her and she let out a

loud "HAW" as she yanked away from Paula. The girl lost her footing in the mud and braced her

hand on the muscles flank of her former bullies. Dumbass was set on freedom and everything

happened so fast, that Paula hardly felt anything when the donkey kicked her in the head.

The freed animal was already running towards the woods before Paula hit the ground. She died

instantly.


Nobody knew what happened to the missing girls but Dumbass did eventually find some food

and a few days later, a drove of donkeys to join. She was the biggest jack of them all, and once

she got strong, had the pick of the jennets to breed with. She sired many foals and never

remembered a thing about her past lives.


The End.

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