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Part 3 - Balls Out

Claire's horniness was making it impossible to concentrate on anything but pleasure. Unable to achieve the release she needed from her still gushing cunt she instinctually grabbed the heft of left breast and thrust it into her brother's unwilling mouth. "Nuhhhn...nhhhh" he moaned as he struggled against it, clenching his jaw tight. Her thick milk-coated nipple prodding his lips with increasingly urgent force. Claire growled lowly in warning, lips curling back to reveal her sharp teeth. James quickly relented. The thick nipple pushed past his lips, its black length throbbing as the stimulation from his mouth caused it to spray milk deep into the back of his throat.

She kneaded her free right breast with her thick paw-like fingers. Grunting and groaning, she began spurting milk in long hot streams from both her breasts. Her right breast's milk splashing against the wall in a river of rich white liquid while her left filled James's stomach with the scalding creamy substance. "Nmffhh!!! Nmh!!!" James muffled cries fell on deaf ears as he began choking and coughing. The thick milk was overwhelming. He tasted it between gasping choking breaths. The milk was even creamier and sweeter than before if it was possible.

Finally after what seemed like an eternity she pulled her breast flesh out of James's abused mouth. James had all but given up any resistance, he was too much in shock to put up a fight. He in nightmare that he just couldn't wake up from. After withdrawing herself Claire was panting hard. "Hnnnhhhhh!!! Hnhhhnnn!!!" she moaned, closing in on another orgasm as she collapsed backwards onto her ample buttocks. As she sprawled on the floor she continuing to pleasure herself with her hand paws. Her huge foot pads scraped and kicked against the floor as her drenched tail swooshed back and forth under her. She delved deeply between her legs as she desperately tried to find relief from the all-consuming heat that dominated her every thought.

James collapsed against the wall tears streaming down his face. He was so tired. Milk still dribbled out his mouth, his drooping penis having been ravaged by his sisters powerful vagina. His stomach was now full of the sloshing creamy liquid emanating from her breasts. His whole mouth felt numb. James felt almost no sensation with his tongue but the taste of her tangy wolf milk. He still felt it's scalding effects in his throat and stomach, they felt raw. The sloshing liquid in his stomach was still so hot! He felt the heat begin radiating in waves out of his too-full stomach. The heat spread to his whole body. He was burning up! Heat was radiating out all the way to his sweating skin. He was on fire! His pale skin flushing red. Sweat poured out of every pore of his body as he gasped.

He doubled over, wrapping his arms around his midsection as his stomach spasmed. The heat was everywhere, he could hear the beat of his heart drumming madly in his ears. "Ahhhhh!!!!!" Was all he could get out as he hunched over. Looking down he noticed that his abused foreskin's sparse sex-matted pubic hairs were being rapidly replaced by golden brown fur. The hairs were thickening as they cracking through the back-flow of his own caked-on cum.

The heat was unbearable. James's stomach cramped as the sloshing milk absorbed into his body. His abdomen heaving violently as the liquid was metabolized. The heat didn't abate with the fullness, it continued, finding an anchor somewhere deep inside him. Its tendrils creeped their way into his sex-chafed crotch where an intense pressure began to build. James felt the heat coursing its way through his limp penis as the small organ began to unwillingly re-engorge. The small pink head of his cock beginning to swell as searing hot blood pumped into his male-hood. His five inch length soon became fully erect as it strained outward, bobbing between his thighs.

"Noo...what....I don't..." he groaned, still hunched over clutching at his midsection, his body betraying him. A single small clear drop of pre forming at the entrance of his thin urethra. Moonlight still streaming through Claire's window shined on his crotch, causing the bead to glisten.

His erect penis strained as it engorged further, his single drop of pre coursing down his engorged head and paving a small lubricated path down the underside of his throbbing shaft. Without him even touching his cock it strained out from between his shaking legs with a ferocity he had never experienced before.

Pronounced purple and blue veins began popping of his shaft as even more blood flooded into his circumcised head. It bloomed reddish purple and became huge as it engorged further before his eyes. His concrete-hard length began to elongate and thicken pushing the head further and further our. The muscle of his penis outpacing its thin skin as he felt like he may pop like a balloon. His cock's sensitive head pulling backwards and upwards, a bead of pre forcefully pushed out of its bending urethra. His too-small skin struggled to accommodate his rapidly growing size.

He brought his hands away from his still lightly heaving stomach as he braced himself on his thighs for support, his body leering. He didn't dare touch himself. It felt like somebody was putting his sensitive engorged head in a vice as it was smushed against his column of throbbing muscle behind it. He sighed in relief as his head was blissfully released from its contortions as his skin caught up. His cock's spear-shaped head becoming even larger than before as it resumed its rightful shape on the end of his shaft. His growing veins were visibly pulsing under the thin skin feeding his impossibly straining manhood.

His penis went from five to almost eight inches as the process repeated over and over, stretching and release. Panting, James's hands gripped his thighs as he struggled to support himself, sweat pouring off his brow. "Uhhh...what whats happening to me?!?" he moaned as his hunched-over face was presented with his growing shaft. "My..my...c..cock.....its its" he stammered in shock and disbelief, his overstimulated mind having a hard time finding the words.

"oooOOhhhhHHHHH!!!!!" he screamed through clenched teeth as his cock's next growth spurt pushed it even longer and thicker, gaining almost three inches at once. James saw white spots in his vision again, his cock throbbing hotly between his legs. By time he recovered he was staring at an eleven inch monstrosity attached to his scrawny body. Its almost foot-long length bobbing, almost sensually, with his body's fearful convulsions. In his huddled position his crotch was as deep-set into his body as it could be, but even so his growing length was unfazed, as it peeked well past his legs.

Sweat poured off his face and down his arched back. The sweat collected in his eyes, burning his already milk-abused retinas before coursing down to the tip of his nose and onto the floor. He stared in a mixture of fear and awe he took himself in. He had never seen one so big. There was no way the massive column of cockflesh in front of him was attached to his body, he just couldn't accept it. His cock, fed by ever-thickening veins pushing hot blood into its shaft, was thick enough that its base took up most of his small crotch. Its length pressing against his small paunch of stomach with its super-heated throbbing length. It was so large that the sides of his penis lightly rubbing against his thin quaking inner thighs as it bobbed.

Pre began to leak out of his large head in earnest. He bucked as he felt the lubricant squeeze down the absurd length of his engorged sex muscle. Its clear yellow beads finally peeking out of his urethra before dripping down his enflamed head. Each drop joining the next on the large mushroom-shaped ridge of his glans. The growing bead of lubricant finally splattered silently onto the floor as it reached critical mass, its surface tension broken. It was joined by another and then another. The flow of pre increasing beyond anything he had ever experienced before, his cock pushing lubricant at a insane rate. The beads forming were quickly becoming a trickle. His aching column was becoming slick with his own juices. He felt himself getting so close...so close. "Ahhhhhhh!!!" he moaned as he felt the heat building to a crescendo in his loins. His small olive-sized balls pulled up against his shuddering body as they struggled to push his cum through his rock-hard length.

He shuddered, clenching his teeth as he watched his penis's head slightly swell in preparation for his impending cum. His urethra puckering tightly before opening wide as the hot white liquid finally reached his head. He didn't have a lot to give but his raging almost foot-long penis pushed it out of him with force. "ooooooOOOHHHHHH!!! huh....huh....huhhh..." he gasped as he emptied his small balls, every muscle in his body tensing, his hands gripping his legs almost painfully hard. He could practically smell his cum as he ejaculated a rope of the white sticky substance just inches past his straining, sweaty face. The huge muscle between his legs whipping his jism halfway across the room, narrowly missing the still masturbating wolf moaning on the floor. After just a couple spurts the log of man flesh continued to dryly heave and shudder, having expended its all too insufficient payload.

James's mouth gaped. A strange thought entered his head. A thought he couldn't shake, the heat was making it hard to think. A little saliva came out of the side of his mouth as he realized he was so close to his boner he could suck himself off. He had thought about it before, what guy hadn't, but now, somehow, it was possible. He was so close, his penis was...so... BIG... His neck craned down as his mouth got closer his still erect organ. He could practically taste himself already, the eleven-inch shaft bobbing just inches from his tongue.

His urethra opened and closed like a fish out of water as his penis jerked, still heaving dryly, its fuel exhausted. His tongue hesitantly reached out of his mouth towards the tip of his engorged penis head's gasping slit. He was just about to touch it with the curled tip of his tongue, he could feel his throbbing salta musk on his tastebuds. "No! It isn't right! None of this is right!" he screamed in his head, snapping him out of his lust-driven delirium. James's eyes widened as he realized what he was doing and with some effort turned his face away. He straightened his body in panic, releasing his thighs from his death-grip, his fingers had pushing so deeply and hard into his thighs that they left small welts.

His back slamming against the wall as he tried to collect himself. His hands massaging his temples as he tried to calm down. He didn't know what was happening to him. He was so focused on stamping down the lust that had begun to overcome him that he neglected to notice the short chestnut-colored fur that was growing out of his crotch.

His cock was still fully erect with no additional stimulation on his behalf. It continued to throb with the beat of his heart. James gasped as he felt his body tense, muscles deep inside him clenching. He came again, or would have if he had anything left to cum with. He cried out as his penis dry heaved with fresh vigor, eliciting only a single drop of white sperm at his angry red-purple head. Adrenaline flooded his system as he spasmed against the wall, his heart felt like it was going to explode. His shaft continued to strain upwards, almost parallel with his heaving midsection as short fast breaths escaped his lungs. His penis slapping against his belly as he shuddered, smearing what little lubricant still coated its straining flesh over his t-shirt. The small bit of wetness was enough to soak the thin cotton as it met the light dusting of chestnut fur that had taken residence under it.

"Oh god...Oh god..Im going to...I can't..." he moaned as he grabbed his tool with shaking hands. He couldn't take it anymore. "This isn't right! This isn't right!" James moaned as he gripped his girth, it was rock-hard and his hands could barely hold its length. Unwittingly he spread the wet remains of his pre and cum over its throbbing length. His cock showed no signs of losing its erection even after coming twice, no wait, three times. He remembered his sister, or what was his sister. The immense throbbing wetness between her legs milking him. His focus disrupted as he looked over at her. She was still lying on the floor, slowly masturbating and growling. He couldn't look away, her sexily curved back lifting her huge lactating boobs..her wide hips...and the deep...throbbing.... James was losing it again as an immense pressure began building in his crotch. He gripped the base of his straining eleven inch length with both hands trying to alleviate the pressure or whatever was happening to him.

It was like he was a dam backed up with too much driftwood after a flood. He could feel pressure building in the base of his cock, the pressure spreading up his substantial length. He had to stop it! James began to frantically try to relieve the pressure in the only way he knew how. His hands kneaded and pumped himself, working the muscle and thick veins along his shaft but it was no use. The organ felt foreign under his thin hands, every touch made the lava-like heat worse. The pressure was getting worse too. His erogenous zones grew more sensitive he began to grunt with every stroke.

James was all-out bucking against the wall now as he let out an involuntary "whiiiinnnieeeeee!!!". His eyes popped open in shock as soon as he finished, his body temporarily stopping its ministrations, he pulled his hands away from his heavy shaft.

He didn't "whiniee"! This was all wrong, he had to get out of here! He kicked himself mentally, he shouldn't be masturbating if he could escape. But he couldn't make his legs move, they felt like they were made of lead superglued to the floor, all their strength gone. It was all they could do to keep him upright. The panic was pushing the heat through his body as his heart thrummed faster in his chest. "Whahuuhh" James gasped as the heat turned to throbbing desire deep in him which sparked a lust he had never known. His fragile mind barraged with hormones. His body badly wanted to cum again. His hands began to stroke and squeeze himself even harder than before.

James's face began to crack and distort as it pushed away from his eyes, his skin stretching over changing bones. His nose broadened as his nostrils flared and widened. He tried to scream but the noises wouldn't come out, his vocal cords issuing a faint whisper as the words choked in his throat. A series of cracks echoed through his head as his skull continued to push outwards. His nose pushing further and further out in front of his panicked eyes. His teeth were spreading thin on quickly thickening gums. Huge gaps forming between them as they began to reform. Bone compounded onto bone as his teeth broadened and flattened, stretched ever larger in his jaws.

James snorted loudly through his new nose as his nasal passages opened up. He was beginning to hyperventilate as his breathing increased. Heavy hot breaths pushing past his thick new teeth, his tongue growing immensely. His skin darkened as the fur crawling up his chest and back began to encroach on his neck. He pulled at his face with his hands, attempting to remove it like a mask, frantically searching for seams. "n....nnn..uuuhhhhh" he moaned through his new mouth, his lips moving wrong as he tried to form words as he groped his face.

"whuthh....wufhhh..toohhh.. meeeeee.....!!!!" he screamed hoarsely through his long thick muzzle as his voice went down several octaves becoming more animalistic and guttural. All the while his penis strained so hard that he felt like he may pass out, all the blood in his body felt like it was centralized on his aching shaft. The short chestnut-fur found purchase on his neck and crawled up to coat his face.

He went temporarily deaf as his ears relocated to the top of his head, lengthening and broadening as they re-formed into swiveling pointed triangles. When his hearing came back he could hear everything. It was overwhelming, a torrent of sound accosting him. The sound of his huge wolf of a sister masturbating, the minute squelches of liquid between her clawed fingers, the swooshing of her tail on the floor, even the sloshing of the milk in her heaving bosom. But most of all he heard the hot thrumming of his own heart in his ears. The pounding began drowning out all thought, he could only hear the beat of the insistent growing lust deep in his loins.

The heat built and built in his shuddering flat chest. Then with little warning, James's torso began barreling out, swelling in every direction as his scrawny frame grew, driven by the fire deep within. His thickening body began to resemble that of a body-builder, his lanky frame contorting and growing enormously. His ribs cracked as they grew larger and thicker pushing his chest further and further out. His thin cum and milk soaked shirt shredded at every weakened seam. Fur peeked through the tears. The garment was no match for his expanding chest as it bifurcated itself down his widening back, its tattered remains falling to the floor.

The changes began happening even faster now as his heart grew larger and stronger, pushing more and more of his increasingly lust-filled blood through his body with greater force. The fingers on his hands began to thicken grow. His pinky shrinking into his hand as his remaining four digits broadened, thick black nails replacing his puny human ones. He removed his powerful new hands away from his elongated face as they changed. "Uhhhhhh..nnhhhuuuu" was all he could moan as the lust ate away at him. He wanted to feel himself, pleasure himself. He began to run his hands over his broad heaving chest. His broad fingers massaged his spasming pecs through a coat of sheer tan fur.

Both his arms began extending and putting on muscle as he did so. His hands involuntarily jerking and grabbed at the short fur of his stomach as all the muscles in his arms tore and healed over and over. His biceps becoming huge, fed by throbbing veins just under his skin. His hands splayed against his hot furry stomach as every bone in his arms thickening and lengthening in size. As soon as his arms stopped convulsing his hands continued their downward trek to his overstimulated and aching cock.

"HUURHHHHHHHH" he groaned through his now fully-formed horse muzzle. The pressure was everywhere as his body heaved and jerked. His back cracking and expanding as the vertebrae of his spine lengthened and thickened. Their ridges traveling and pushing against the thickening skin of his furry back. They pulled his torso longer and longer as his arms and legs grew in turn. "Urrhhhhh...aaahhh!!!!" he moaned through thick horse lips, his eyes rolling backwards into his head as he was consumed with an eruption of sweet agony, his back continuing to stretch. His five-foot two-inch height quickly reaching seven feet. By time the cracking in his back had subsided he was just over eight feet tall. His equine head just a foot or two under Claire's low ceiling. His body wasn't don't changing as the cracking and crunching of bones throughout his body only got worse.

The loudest sounds were coming from his hips. They widened with a series of body-shakingly loud cracks to better support his large frame. As changes cascaded over his lower body his flat buttocks began to take on a firm but heavily rounded bubble shape as the crevice between his chestnut fur-covered cheeks deepened, his pucker growing and becoming more sensitive.

"huuuuooohhhhh!!!!" He lustily pushed and jerked his cheeks, now full of muscle and fatty tissue, against the wall, hard. He nickered as his cheeks spread, the walls rough milk-stained surface dragging across his sensitive pucker. A long silky horse tail sprouted above his asses deep chasm as his whole body rocked. His hands finally finding their way to his aching manhood, making him thrust and moan as he stroked with wild abandon. Slick precum coated his broad hands as they easily swallowed his dick in their rough embrace.

His neck thickened and broadened as strands of sinewy muscle built around his shoulders and throat. His chest simultaneously gained muscle mass as the contours of his body became better defined. His broad furry pecs twitched as they put on more muscle and mass, his stomach clenching as it formed a hard washboard of abs under his furry skin.

"Heeiiighhh!!!! Uh...uhh..huuuhhh!!! Whinnieeee!!!" He moaned deeply as his body twisted in lust out of control. As he bucked and ground against the wall he whinnied again before biting his thick horse lip. The pressure had found its way to his family jewels. His testicles began to throb between his furry thighs as they filled with ache. The throbbing got worse, more urgent.

Even so, he was too preoccupied with his shaft and grinding butt cheeks to spare any attention to the throbbing testes under his granite eleven-inch shaft. The throbbing got so bad it felt like they may explode. But instead they grew. He could feel his ball sac tightening around them. Every deep aching throb they would grow in size. The marble-sized orbs aching as they pulled his small wrinkled scrotum taught. As they grew his legs thickened around them, his thighs and haunches swelling with cords of muscle. Temporarily losing his footing he slipped down the wall as his legs cracked and reformed into a digitigrade stance. "WHINNIEEE!!!" He roared, his nostrils flaring wide as his pucker was dragged downwards. Shocks of pleasure and ache throbbed through his cock. James's calfs swelled with muscle as tight as piano wire as he attempted to right himself. His feet broadening and lengthening as his toes fused together into thick black hooves. Re-bracing himself he heaved himself back upright. His sensitive ass dragging sensually against the wet wall, driving him wild as his perineum pulled taught.

The ache in his testes was finally too much to bear. With no small degree of lust-driven willpower he pulled one thickly nailed hand from his still throbbing cock. His other hand continued to madly stroke its taught flesh without stopping. He cupped and grabbed at his sensitive small balls in their tightening sac, doing his best to roughly massage them. As he groped at his testes he squeezed his shaft...hard. He half-snorted, half-neighed in unbridled pleasure. All while pushing his ass against the wall, the thrumming heat coming from deep inside him driving him wild.

As he cupped his balls in his strong broad hand, he could feel them throbbing, pushing against his palm. Heat poured off of them despite their small size. One of James's thick fingers accidentally dragged itself along his overly tight taint as he held his crotch, causing him to buck wildly. Thick strands of wild saliva flailed out of his mouth as his lips curled back in pleasure. His hands gripping his crotch painfully tight as he thrashed.

He recovered slowly. His hands releasing him groin slowly as he felt his balls surge again. They were the size of golf balls now. Despite his fingers size they were pushed slightly apart by their throbbing, growing mass. Pink scrotal flesh revealed itself in thin slivers between his fingers. His scrotum stretching thin as it struggled to keep up with his testicles swelling size. If James was in any rational state of mind he would have started to see the pattern of ache and swelling. But in his current state all he could do was neigh and whinnie in a mix of lust an deep need as he grew, his body bucking uncontrollably.

His sac struggling to keep up as his increasingly virile orbs swelled and swelled. His balls pulled themselves tightly against him as a result. Not only was his sac stretched, but every time his balls grew a wave of fresh cum would swell deep in their throbbing flesh. He could feel it filling them as they replenishing his exhausted reserves. Soon his balls were as large as oranges, their size beginning to outpace his hands' ability to hold both of them.

His scrotum's skin turned black and smooth as it grew to accommodate them. The weight of them was immense as they sloshed with their virile loads. Their size finally settling down, the pressure in them subsiding. He withdrew his hand as his balls dropped dramatically between his thighs. Where he had olive-sized testicles before he now had two huge pendulous orbs wrapped tightly in black smooth skin. They visibly pulsed against his legs with untapped potency. His large black balls fueled a new intense heat that seeped into his whole system. It was unbearable, he felt like all the veins feeding his body were full of liquid fire as his testicles pumped new strong hormones into him.

His rational mind, what was left of it, began to shut down completely to shield itself from the overwhelming heat flooding his body. As James mind disconnected a new lust-filled intelligence entered the space that he had previously occupied. The heat took over. It was primal and deep. His mind was consumed with an animalistic desire to mate, to sire young. He nickered lustily as thoughts of mating and rutting with thick dripping pussies flashed into his mind. Siring many foals with many partners. The smell of their gushing mounds intoxicating as they opened wide for him, deep wet folds beckoning. "HURRRRHHHHHH!!!!" he groaned as his eyes rolling into the back of his head as foaming drool leaked out of his equine muzzle. As his mind was assaulted by increasingly lurid thoughts a thick silky mane sprouted from the crest of his head and quickly grew to the small of his back. His whole body bucked wildly as the lust finally fully overcame him.

He furiously masturbated, sending arcs of pleasurable electricity up his long spine. The throbbing swaying balls below his cock made him tense every time they slapped his hard muscled thighs. His penis, still painfully, achingly erect and almost as thick as a soda can was still very much human. It was the only part of his body that still retained some part of the original him. Despite his cock's size, even as stretched and throbbing out of control it was the one piece of humanity he still had left. James was about to lose even that.

"NNNNnnaayyyyy!!!!!" he roared as pressure started in his balls and moved up to his erect penis. The pressure built and built, doubling, then tripling. He gripped the shaft tightly with both hands now, he had no way to relieve the pressure, no way to make it stop. He had been masturbating furiously, turning his shafts taught skin raw. The pressure was too much! His equine lust-addled brain was ill equipped to handle it, making him thrash wildly against the wall, making it shudder with his weight. Then, just as he was about to black out from the overwhelming pressure, he felt it.

Like a damn bursting his cock began to grow again. His hands needfully groped himself as a black sheath of skin began to form on his crotch, crawling up the base of his cock. Its thickening folds tightly wrapping the roots of his straining shaft as he continued to masturbate as well as he could. His large hands, initially big enough to fully grip the length and width of his cock two times over were having a hard time keeping up with his increasing girth. Their large size quickly outmatched by the swelling tree-trunk growing out of his crotch. He persisted nonetheless, his hands grabbing himself as best they could, his manhood lurching larger and larger.

The organ was growing in length as well, piling on the inches with none of the starts and stops he had experienced earlier. His bodies insatiable lust fueling the changes. He could feel his balls feeding the heat into his straining shaft. The heats intense throbbing deep inside of him was almost everything he felt or was. But there was pleasure too, indescribable pleasure. His large circumcised spear-shaped cock head began to flatten, gaining a series of flared ridges around the tip. The growing cock's immense weight pulled on his crotch as thick medial ring began forming in the center of his shaft. The bobbing tool was fed by massive throbbing veins just under the tightening skin. After what seemed like an eternity to his sex-addled mind his cock stopped growing as the straining shaft's skin took on a mottled appearance composed of black and pink patches along its length.

His balls weren't done as they began jockeying for position between his deep thighs. Each one swelling in turn, growing from the size of oranges to overripe grapefruits. His huge black sac pulled tight under his cock flesh as it attempted to contain his jewels' weight. Heaving creamy contents faintly sloshing as they throbbed under his skin, driving him to mate.

James renewed his furious stroking of his now huge horse cock. Its erogenous zones expansive as everything he touched drove him more and more wild with heated animalistic passion. As he stroked pre began to leak from his cock once more, fed by his massively enlarged cowper's glands. At first only a few clear drops pushed out of his length. The precum pooled on his flat heads' lower ridge. They were quickly flung to the floor as his rod shook from his continuing ministrations.

But that wasn't the end of it. They were joined with a few more drops of pre and then a few more, each one slightly increasing in size as they pushed out of his gaping cock slit. As he gyrated and ground his hips against the air they started pushing out of him faster and faster. Soon he felt a pressure building from the base of his long urethra and pushing towards his flaring equine cock head. As the pressure reached the edge of the his equine manhood pre began pouring out of him like a hose. It splashed out of him in gushes, coating his rough hands and shaft in slick lubricant, making his mottled cock glisten. "WHHINNIEEEE!!!" He groaned loudly in agonizing lust as he thrashed his body, his cock spurting huge arcs of his slick juices across the floor with thick wet splats. It streamed down his shaft, saturating what little space there was between his penis and his sheath before overflowing onto his throbbing balls and down his powerful legs, forming small rivers of his sexual lubricant in his fur.

He clenched his thick teeth as he felt his whole body tense. His huge balls pulling up towards his body as the flared head of his cock engorged, ridges deepening around his heads circumference. His thick urethral opening pursing shut, sealing off his copious flow of pre as a new, even greater pressure built inside his cock. His large brown eyes rolled into the back of his head as his mind went blank, there was only release as his whole body shook. Electricity arced from the base of his cock up its substantial length. "NNNNNNEEIIIIGGHHHHHHHHHHH!!!!" He roared animalistically, foam flying from his mouth as it spasmed open and closed wildly. Obscenely thick ropes of cum jetted out of his manhood. It was all he could do by holding onto his cock, his hands using his flared medial ring for support as his hard-packed penis convulsed.

Jet after jet of his thick white musky seed cascading out of his flaring head, his balls squeezing and shuddering as they pushed their load up and through his straining column. His thrashing body and bobbing cock spraying the room's length with his seed as he ejaculated, its flow showed no signs of abating. Its wide arcs splattered wetly all over the floor, the bed, Claire's desk, the ceiling, everywhere. The moonlight became partially dimmed as it filtered through giant splattered globs of cum seeping down the window pane. His jism traveling to all corners of the room as his massive cock shot it out of him like a cannon. As he shot out his virile seed he was emptied mentally as well, his balls spasming. He came for almost a minute without abating, each powerful blast making every muscle in his body tense as the pleasure assaulted him. His cock bobbed madly in front of him, its flaring length pulsing.

"HUUUUURGHHHHH.....HUuuuuuuuhhhhh.....huuuhhhhh...." he huffed heavily as the ropes of cum spraying out of his flailing shaft finally began to shorten. The arcs of sperm grew smaller and smaller as his cocks spasming began to abate. Until, finally, a last big dollop pushed out of his rapidly deflating head. His horse cock spasming too weakly now to launch it out of himself. His length was struggling to get the last remnants of his load past his gaping urethral opening. Oozing out of him, the cum slid down the underside of his long shaft, leaving a wide sticky wet trail as it went. Soon it was traveling down the shallow the crevice between his massive balls before splatting wetly onto the floor, joining the growing puddle of juices under his broad hooves.

"Huuhhhhhh.....wha....what..." James groaned as eyes began to refocus, losing their lust-glazed veil. His body temporarily purged of the heat and the sex hormones in the afterglow. He was breathing hard, his huge lungs expanding in contracting in his broad muscled chest. He brought his hands up from his crotch. As they came into view his eyes widened in shock. "Mah...my hhhaaands..." he cried, having trouble getting words out of his new elongated face. They were huge! Each huge palm capped with four broad fingers capped with a rough black hook-like nail. They were quickly drying, covered in his caked on pre and semen. The fur covering them was beyond saturated. Without thinking he opened and closed his hands, wet strands of semen webbed between his fingers. His hands' fur pulling at his thick skin every time they flexed. They felt so strong, like he could bend steel, cords of muscle tensing just under his fur. No! This wasn't real, it was wrong! He broke his stare away from the cum-drenched hands as he brought them up to his face.

His thick fingers groping the thickness and length of his muzzle. They traced the crest of his nose to his thickly muscled cheeks, his fingers leaving a faint trail of his wetness as they did so. "Nuuuuahhhhhhhhh!!!!" he screamed as best he could through his broad flat teeth. This all had to be a dream, it had to be! James couldn't accept it...wouldn't accept it. He gripped the sides of his head as he shook his head violently, trying to wake himself up.

"Nuuhooo....nuhhooooo...not...realhhh!!!!" he continued to moan as he struggled, he just couldn't wake up, nothing was working! He tried pinching and slapping his face to no avail, all it did was make his face hurt. His situation began to sink in, it was real, all too real. He began to panic, his breaths speeding up as his nostrils flared.

As he stood struggling with the reality of his situation, a growing panic enflaming in his chest, he couldn't breathe! But just then his panicked eyes caught a column of black and pink just beyond his long face. The panic began to recede into curiosity as he looked the faintly bobbing column. He stared at it dumbly. He couldn't conceptualize of what he was seeing, his mind stretched too thin by the change. He continued to stare at it as he unconsciously brought his hands away from his face. He stepped back, bumping his back against the abused wall. The column was following him, moving with him. His huge hands hesitantly began descending until they were almost touching the strange column.

Very cautiously, he poked it with one of his thickly nailed fingers. He nickered involuntarily as the thick nail the fleshy column, his legs shaking and an arc of electricity went directly into his balls. His shaft tensed as it arced up temporarily before settling again. He took a moment to try to settle himself, his breath catching in his broad chest. The shock of pleasure going through his loins wasn't possible...it wasn't... He didn't expect to feel that touch, there was no way...this thing...was part of him. But now... He poked it again, its length bobbing sideways slightly with his fingers force as he nickered again, louder as his balls throbbed. It was... he couldn't...it was somehow...it was his... cock... It was impossible!

"Nuuuuhhhhhh...." he moaned unconsciously as he braced his hands at its thick base around his fleshy sheath. He had felt the weight of his erection the whole time since...since... He shook his head, he couldn't quite remember what happened, it was more of a feeling than a memory. Nothing would have allowed him to connect the dots in his afterglow that this...thing...was his him. It was easily almost a foot and a half long with the girth he couldn't begin to estimate. A series of thick veins were visible just under the tight black and pink skin. The veins were intersected by a thick ring of muscle in the center of its obscene length. Bringing one hand from its base he lightly traced its entire erect length, causing his cock to twitch. Involuntarily he sent another shudder of pleasure down his length, into his balls and up his spine. He would quickly learn that touching it was a mistake.

He nickered even more loudly now as he felt the embers deep his groin reignite into flame. He felt a deep ache growing in his balls. Unconsciously his hands began to reach down under his horse cock. He quickly stopped himself, placing his hands under his huge armpits to try to lock them down. He didn't want it to get worse, he didn't want it to touch himself, to lose it again... "Nuuhhhh...no...noooooo" he moaned as he fought the growing itch, the need. "I...won't....I....wont!!!" he was getting better at speaking through his new face, not that helped him conquer the throbbing burning growing deep inside. His body shook with need, the ache was too..too much.

"Huuuhhhh...mah....bhalllss..." he moaned as his minds barriers began to burn away again. His nostrils flared as he breathed in his own musk. His hands traveling under the impossibly large shaft to his family jewels. He gasped, as his finger tips met their aching flesh, his breath starting to pick up speed. As he felt them, cupped their weight, he realized they weren't jewels as much as bowling balls. His hands carefully exploring the tight black skin wrapping his gargantuan testes. He traced a finger down the crevice between the orbs causing him to nicker and buck.

It felt so good... He wanted...more! His hands gripped the base of each testicle and lifted them with some effort as he attempted to massage the ache deep inside, the pleasure making his erect cock jump. His balls combined heft was immense even in his broad palms. His hands grip on their spherical base tenuous as his tight sac tried to draw them back under his body. They began slipping from his grip as his thick fingers dragged over their tight flesh. Their weight finally escaping his hands as they dropped back into his sac, pulling it even tighter, as the two huge orbs slapped together.

"NNNNNEEIIIGGHHH!!!!" he screamed, spewing spittle out of the front of his mouth as his eyes rolled wildly in his head. The ache in his balls growing worse from their collision. His orb's flesh beginning to visibly throb from the increased stimulation. What little faculties James had reclaimed after his orgasm were quickly being annexed by his body.

Lurid thoughts were invading his mind again. He began to imagine huge dripping pussies opening for him, their musk... "NO!" he roared. He had to stay human, stay human inside! He had to fight this, he couldn't let the...thing... he had become win. He was James! He was... and he was...he was...so horny... His mind collapsing against the onslaught as the dripping vaginas were replaced with last months playboy centerfold. She came to life in his head, her oiled and shaven body riding his five-inch human rod. He could feel the heat between her legs wrapping around him. He wanted it. Her pert breasts bobbing with sweat.

"Huuurghhhh.....oHhhhhhhhh..." he drooled out of the sides of his mouth as his hands gripped the base of his shaft and began to slowly stroke his length. He snapped out of it for a moment, he tried to stop his large hands from stroking himself, causing them to shake as he tried to pull them away, but his mind was too weak and his bodies urges too strong. "huurghhhhhh....so....ggooooooddddd" he groaned deeply as his hands quickly resumed pumping his girth as the heat in his chest and groin reasserted themselves. The centerfold in his mind was speeding up, he was thrusting into her more and more intently. Her body growing larger and more curvy as it was covered with golden yellow fur. Her widening hips better for bearing many healthy foals. He thrust harder and harder into her, he would service her, he would mate. Her bobbing breasts growing immensely as they became capped with large leaking teats full of rich nutritious milk. Her head became equine as her pussy grew gigantic. It swallowed his gyrating crotch between her legs. She was so hot, so wet, as her insides pulled at him. His fantasy fully corrupted as he made animalistic love to a rutting massive horse woman in his mind. He could smell her readiness, her heat, as it further stoked the fires burning inside of him.

James's didn't notice the fantasy horse-woman's heat mixing with the very real wolf musk permeating the room. His amorous feelings for the horse-woman overlapping with the source of the strong sweet musk as his mind linked the two. The wolf musk filled his nose and lungs as fire throbbed through his veins. He smelled her readiness, her fertility, as his body began leaking pre once more, fresh hot blood surging to his groin. His lust-filled eyes finding the source of the irresistible pheromones, a large wolf with its hands between its legs softly moaning and spasming at the foot of Claire's bed.

To be continued...