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Part 7 - School

The next morning they both got up late, Claire especially so, forgoing her usual early morning chore duties. Their last session had taken more of a toll on her than she thought as she hit the snooze button on her alarm for the twentieth time, rolling over groggily in bed. James was prone to sleeping in until the last minute but Claire was always the early-bird in their family. Today her body ached, even after sleeping for what seemed like forever. Claire lost the energy to even hit the snooze after the twenty-first time, the alarm blaring in her ears as she lay there with her eyes closed. An unknown amount of minutes went by, her tiredness and the blaring alarm in a waging a battle over her. "Ohhhhh...shut up" she groaned as she finally gave in, her body sitting up stiffly from under the covers, the comforter falling heavily off her naked chest as she slammed the top of the alarm with no small amount of force. She had started sleeping in the nude, she couldn't afford to destroy any more underwear with another night incident if she could help it.

Her feet hit the cold floor as her legs slipped out of her sheets. Her whole body felt like she had just woken up with James wrapped around her after one of their mating sessions. But it never lasted this long, her sleep-veiled eyes clearing as she began to assess her situation. Something had changed, but she couldnt tell what. Every time they seemed to have the game licked it seemed like the rules would change.

"Hey Claire, you up?" James asked as he wandered in front of her open door rubbing his eyes groggily. He too was entirely naked, his morning wood standing to attention between his legs in the early morning light.

"Yeah yeah I'm up" she said as she got herself out of bed, her legs almost buckling as she put her weight on them. She quickly steadied her body and stretched her arms back behind her back, trying to get the ache out of her muscles as best she knew how.

"Yaawwnnnn...I dont know why by my bodies still sore" she complained as she raised her arms into the air, her hands gripping each other as her spine made small popping noises. Her back arching slightly as she stretched her lithe body in front of him.

"Mine too, its weird" he said as he entered her room. Rubbing his eyes again James started looking at her strangely, his eyes wider than usual.

"Like what you see huh?" she said in a mockingly seductive tone as she rubbed her hands down the sides of her body.

"No no, well yes...but no..." James stammered trying to answer her, his brain was still spinning up. His morning boner painfully at attention as his sister put on a mock striptease wasn't helping him to collect his thoughts.

"You look different...like...bigger"

"Like bigger? What do you mean?!" Claire's hands stopped playfully tracing her figure as she asked, her voice turning concerned.

"Umm...like everything...your brea...I mean your...ti...just look down"

Claire did as her eyes widened as well. Her flat chest was gone, she stared in disbelief downwards. Sitting on her chest were two perfectly pert C cup breasts. Her hands quickly cupped and lifted them as she inspected herself. Their firm heft in her hands was all too real.

"Oh wow..." she whispered as she inspected herself, her hands tracing over every inch of their flesh, poking and prodding them, feeling their firm rise.

"Do...do they feel weird?"

"I...I dont think so, they feel...natural..." she trailed off.

"Well you look...really good" James blushed. After all they had been through it was strangely awkward to express his feelings with words so bluntly to Claire, as the horse his body did the talking.

Claire pushed her breast flesh together forming a small valley to form between her bosom. "I have cleavage, actual cleavage!" she gasped.

"Careful...you dont want to...*huh-hmm*...play with them too much" James said as he cleared his throat for effect.

"No no, you're right" she said as she pulled her hands reluctantly away. "Let me get dressed and we can figure out what else is going on.

"Ok, I better stay close until we figure out whats going on, its almost...." James looked at the clock on her wall. "Oh man...almost eight! We cant have...you know.." his face blushing a bit more.

"Sure, yeah I know, but I dont think it will be much of an event" she said nonchalantly as she started rifling through her dresser drawers. She grabbed a pair of panties and bra at random, the light still a bit too dim in her room to see into the dark drawers properly. Pulling them out she began to put them on, her bra first, since thats what James was most concerned about. Cupping the fabric over her now more substantial breasts she attempted to latch the back, the straps barely barely fit, mushing her breasts against her body. "nnnnghhh" she moaned as she finally clasped them, her legs twisting over her exposed pussy instinctively.

"Hey you alright sis?" James asked concerned.

"I...hahhh....think I just got a bit...nnghh...wet" she moaned, her breathing picking up, firm breast flesh pouring out of the top and bottom of the inadequate bra cups. Her legs untwisted to reveal her bush wet with juices.

"Take it off! You have to!" he panicked as he scrambled towards her, willing to aide her in any way he could.

"No....nnhhhh, I...I got it" she gasped as she unclasped the bra, her breasts jiggling slightly as they were released, Her bra's size made for a much much flatter chest than she now bore.

"I'm glad I stayed around" James said with some degree of righteousness, his dick still throbbingly hard between his legs, Claire's display wasn't helping.

"Huhhh...that was intense...." she huffed, her nipples throbbing slightly from the stimulation. "We...I...need to be more careful" she finally got out, her breathing calming. She threw the bra to the floor with no small measure of disgust. "Damn it...either I am wrecking or outgrowing all my freaking clothes"

Without thinking she grabbed the panties next, slipping her legs into the leg holes hastily as she hoisted them up to her hips. Or at least tried to. "Urgghh...what now..." she exclaimed with no small degree of frustration. Her panties met her wet crotch but unable to get over her hips. These were some of her looser panties and now they barely fit.

"Umm...sis...I dont think those fit you anymore..." he gulped. It was official his morning wood was just now a full hard-on. "Your hips...they look...bigger" he trailed off as she continued to pull and pry at the panties, their crotch straining against her, forming a distinct camel-toe as her wetness seeped into the fabric. Claire's attempts to heave them onto her body becoming more frantic. Finally she managed to get the panties onto her hips, their waistband digging canyons into her skin, pulling her crotch especially tight. "Urghhhh...nnnghhh....damn it..." she moaned, the fabric straining heavily against her pussy, outlining its every contour as it started to dive into her lower lips. A wet bead of her juices glistened as it coasted down her thigh as breathed increasingly hard. She gripped her hands around the tight elastic band of the panties trying to dislodge it from her flesh with limited success.

James wasn't sure what to do in this situation. Afraid that approaching her any closer would lead to things getting out of control, if he didnt stop this they certainly would, without question. She needed his help, her frustration palpable as she continued to struggle with her undergarments.

"Ok...calm down...we can work this out..." he said as she began twisting in circles trying to work the waistband up her hips. He didnt need a horses senses to smell her wetness in the air. He gaped as he watched her, her body turning around as she tugged at the straining garment, revealing her ass. "Oh man Claire...you...your butt!" he managed to get out as her previously flat posterior jiggled with her ministrations, her straining panties sunk deep between them.

Claire stopped trying to pull her panties up as she looked behind her, turning her body involuntarily as she craned her head. "Oh god not my ass too! Its huge!" she gasped. As she sized it up she realized that her previously deflated cheeks had filled out enough to call what she had a proper booty. It wasn't even comparable to what she had when she was the...wolf...thing...by James's recounting but it was more than adequate to give her the trappings of a well-adorned woman. Clare reached behind her to grab her second pair of new assets as she planted her hands on her fatty cheeks, jiggling them around, her panties forgotten for the moment.

James's breathing was speeding up and his body felt uncommonly hot as he watched her explore her enhanced body. He had to look away, he was getting too turned on watching his sister play with herself even exploratorily. The only choices it seemed were left to him were to either Claire or get out of there before things went too far, his cock beginning to throb.

"Uhhhh...urhhh...Claire...I need...I need you to stop...I cant hold it..." he moaned, his cock beginning to lengthen between his thighs as his hands gripped his straining shaft, sweat beading on his increasingly heated naked body.

As soon as Claire heard him she was knocked out of her exploration of her body as she rushed to James's rescue. Her wet overstretched panties falling down to just under her crotch as she grabbed his hands off his cock, the spread of her legs the only thing holding it aloft.

"Breathe....just breathe...One...Two...Three" she repeated, James's cock standing to attention between them, quite a bit longer and thicker than normal but still human. Shaking her head she cleared the image of it as best she could. "Come on James, I know you can do it...One...Two...Three" his hands sweaty and hot as they shook in her hands.

"One...urghhh...Two...Three" he moaned. Claire hoped with all her might that it wasnt too late for him, that she had caught him in time. His breathing began to slow, the flushness dissipating from his skin as he repeated after her, their breathing synced as she guided him down. Claire didn't want to admit it but she was starting to feel more than a little hot downstairs before she ran over to James, this was as much for her benefit as it was for his. Soon James's cock was back to normal and even going a bit limp, as they both sighed in relief. Claire's pubes were still soaked with small spattering of her juices but she didnt feel any signs that more was on its way.

"Hahah arent we a mess" she laughed, James's sweaty hands still in hers.

"Hah yeah...thanks Claire...I think thats the second time you saved me..." he blushed a bit.

"Thats what big sisters are for" she smiled.

"I...I wanted to ask you...do you think its ok...what...what we have been doing?" he asked somewhat hesitantly.

"Hmmm..." she paused. "well...technically its...incest...but...we arent blood related...but we are family....so...hmmm" he could see the gears grinding in her head. "I'm not sure honestly" she finally sighed. "Because of how this started...how we are now...I dont know if we have any choice in the matter one way or another."

"Yeah, yeah I guess you're right...its just weird...seeing you naked all the time, being...in you...after...you know" his blush worsening.

"Not like we have much choice in the latter" she claimed matter-of-factly. "But on the first point, I kinda like it...after so many years of living together its...freeing, you know? Plus...I kinda like seeing you nude" she winked as she let go of his right hand and cupped his small ball sac causing him to shudder involuntarily.

"Ooohhhhh....I...I like it too" he choked out, his face bright red now. His body stiff and shaking slightly at the continued contact. Even after all the things they had done to each other, seen with each other, it was exhilarating and unexpected in the best of ways. "Urrhhh...but we have to get to school...we cant...we cant do this right now" he said reluctantly pushing her arm away from his body forcing her to release his family jewels.

"No...I guess we cant..." Claire sighed. "Raincheck maybe?" she grinned wickedly as she wiggled the rolled up wet panties off of her legs.

He didn't have the words to express how he felt right then and there James could only stutter out "I...I think...mom's...mom's stuff might work".

"Yeah let me get cleaned up and I will go see what she has...I honestly cant remember her cup size..." Claire said to no one in particular as she jaunted into the hallway towards their parents bedroom. "I will see you downstairs in a few...you want to drive with me today?" she asked from down the hall.

James was already on his way to their bathroom to take a very cold shower when he turned around in surprise "Sure...that would be really cool...thanks Claire!"

---

James heard her honking in the drive, she had gotten an upper hand on him somehow and was dressed and out the door and into her car while he was still trying to find something in the kitchen to serve as breakfast. Her honking more and more persistent he grabbed a silver-wrapped pop-tart from their pantry and ran out the door with his book-bag over his shoulder.

This would be the first time they left for school together in...forever. It was better than the crowded bus any day. Her car was a bit of a junker, but it worked. Having bought it with a lifetime of babysitting and summer job earnings, she cherished it and the freedom it brought. Even though it was pretty broken down and ratty looking, the hood and roof starting to rust, the insides were as near pristine as she could get them. The 80's-era leather adorning the seats was worn but still taught and springy. The roofs upholstery hung in spots, but otherwise it looked better than when he saw it when she first rolled it into their driveway all those years ago.

Hopping into the passenger side he threw his backpack into the back seat, the door slamming loudly as it latched into place.

"Hahah still late, even after all that" she chided him as he settled in.

"Well you would...." he trailed off as he looked at Claire for the first time since meeting that morning in her room. His jaw literally dropped as he looked at his bookworm, straight-A, librarian-cosplaying, sister.

Her chest was covered with a tight-fitting white blouse, her bra straps clearly visible through the fabric. Her not-insubstantial cleavage revealed by a deep V-cut in the neck, its fabric drawn tightly across her flat stomach. His eyes travelled downward to her skirt. If he could even call it that, it was the smallest skirt he had ever seen her or anybody in their family wear. Its green-plaid length barely longer than her privates, he could clearly see her panty-covered crotch peeking out between her legs. Their mom's more full figure coming in handy as her clothes apparently fit Claire's more voluptuous body if only barely.

"Umm Claire...isnt that a bit...short?" James asked perplexed, a little turned on and mostly concerned. "Thats not going to pass dress code...I dont...."

Claire interrupted before he could finish his complain "My stupid jeans wont fit and only skirt is still in the wash" she retorted. "Its just for a day, I can get through one day, we're going shopping right after school"

"But I can see...everything..."

"Not everything! Look, this is the best I could do, mom's stuff is all pants-suits and this kind of stuff. I bet you dont even know what color my panties are!"

James's brow furrowed as he answered dryly "They're pink with blue lace around the legs..." Then almost without thinking, spurred on by Claire's own adventurousness with his balls earlier, his hand went between her legs and cupped her pronounced camel toe residing there. He could feel her tightly wrapped labia in his hand as he pressed against her. Apparently even their mom's stuff wasnt up to the standard of Claire's body.

"Nhhghhhh....." she moaned as she pressed her legs together trapping him. "No f...fair..." her hands white knuckling on the wheel as her grip tightened.

"Huuhhh....dont...dont do that...I just got cleaned up" Claire moaned her breaths coming quicker. Her erogenous zones were tremendously sensitive now, thats why she chose the short skirt so nothing would rub down there. Obviously she hadn't accounted for James doing what he just did. Her body pressed against him, feeling herself throb at his touch.

James sheepishly withdrew his hand from between her thighs, her pussies heat still clinging to his skin.

She pressed her legs together more tightly as her breathing calmed. "Huhhh.. we cant do that right now!" she was getting a bit agitated so he decided to back off. After all they had been through she seemed the most level headed so he trusted that she knew what she was doing.

"Sorry...I dont know why....I just dont want you to get in trouble...plus you look...really sexy" he said as he squirmed slightly in his seat.

"Hah, its ok" she sighed as she put the car into reverse. She couldn't stay mad at him for long. "That was...fair turnaround...we will have to do something...later" she said as she smirked at him, her pussy was throbbing lightly but nothing she couldnt deal with. Plus he was right she did feel and look sexier than she ever had in her life. But she was worried too, if this had happened because of the wolf, was James next? How far was her body going to change before it stopped? She kept these thoughts to herself as she drove. She was so lost in thought she almost missed their turn as the pulled into the packed parking lot of their school.

As she parked James was out first as he ran over to some of his friends who were just getting off the bus. She could tell even from a distance that they were shocked that he had taken a ride with her. Shrugging she gathered her things and joined the rush of people entering the school as the morning bell rung loudly overhead.

---

School went much as it always did. James want paying attention in most classes while he idly sketched in his spiral-bound notebook. Claire excelled at just about everything, her demeanor cheery and studious. She got looks from just about everybody in the hallways, she felt their eyes all over her body and the first time in her short life she felt truly sexy. She had to keep telling herself it was only for today, although the feeling was intoxicating. Her teachers seemed oddly content to let her dress like this after so many years of over-sized sweaters and skirts that went to her ankles. Regardless teachers called on her often as she raised her hand, her answers almost always correct.

James was looking forward to in his yawn-inducing history class. Not for the class itself but Sarah, the girl who sat next to him was back from vacation abroad today. He never told her but he always had a crush on her. They often would sit in their desks well after the bell rang talking and laughing. As he entered the classroom he saw her sitting right back in her normal seat, like no time had passed at all. He hurried to get into his desk, anxious to catch up with her. By time he got seated in his trusty blue-chaired all-in one desk the teacher began talking loudly about their previous assignments and blah blah blah. His only reaction was frustration as Sarah glanced at him then, smiled slightly and then turned back at the teacher, his opportunity missed.

Just thinking about her always gave him a bit of a boner, especially unwanted since the class was right before lunch. Talking to her after class wasn't the only reason he stay seated. Today he felt his shorts tent under the desk as they hadn't for weeks in her absence. He tried to concentrate on the teacher, the homework he was outlining for their coming big project, his butt squirming over the seat as he tried to adjust his shorts. Every time he would rock forward his boxers would catch his head as it was pulled towards his body. Then he felt it, a hard pulse resonating through the length of his shaft, his small balls tightened "No...not here" he thought as he continued trying to adjust himself without the use of his hands. It was no use the more he moved the move he could feel the fabric dragging over his engorging head. He tried breathing "One...Two...Three..." he counted in his head as he tried to calm himself. His cock was still painfully erect in his pants, it wasnt working, he couldnt stop thinking about Sarah. He brought his slightly shaking hands down from his note taking and tried to readjust himself manually, but before he could reach himself the teacher, Mr. Bradshaw, called his name.

"Lets see here...James can you tell me what started the war of One8OneTwo?" His eyes leering over his glasses perched on his sharp thin nose. James was beginning to sweat as he struggled to answer.

"The..the Spanish..." he stuttered out before Mr. Bradshaw cut him off.

"Incorrect...please pay attention James, I see you doodling over there" he sighed, if he had any hope that James was going to do well on his final it evaporated in that moment. "Jessie, can you..." Bradshaw's ire directed thankfully away from himself as he resumed trying to adjust himself

He realized it was too late as his fingers found a wet slick spot forming on the front of his tented shorts. Panicking he had to figure out a way to get out of class, out of here before anybody noticed. If anybody saw him the best he could hope for was that it looked like he wet his pants, that would be preferable to what was really going on. He brushed the wetness off his fingers as best he could on the underside of his shirt before raising his shaking hand. "Mr...Mr Bradshaw I have to go to the...nahhh...the bathroom" he moaned. Bradshaw wasnt known for his kindness to people interrupting him and especially unlenient about bathroom breaks but he had to try. To his surprise a clearly exasperated Mr. Bradshaw silently waved him to the door. Sarah looked at him with widening eyes full of concern, James didnt look well, his body was shaking and sweat was beginning to bead on his face.

Not wasting a moment James launched himself out of his desk, knocking it out of line with the others as he covered his privates and ran out the door. Mr. Bradshaw raised an eyebrow "When you gotta, you gotta go" he said dryly, the class sniggering.

James's heart was speeding up faster and faster as he sprinted down the empty hallways. At the same time he felt ashamed that Sarah was seeing him like this, his face turning red. He hoped she didnt notice the massive boner that he pushed downward with all his might as he vacated the classroom. His footsteps echoed against the hallways empty corridor as he ran.

Unbeknownst to him thick black curly pubes were quickly falling out of his crotch as a tan fuzz began to spread in its place. He was so itchy downstairs, he didn't remember himself ever getting so itchy down there. This wasn't what he should be concentrating on! He had to move, to escape, his heartbeat filling his ears. He made a desperate dash for main boys bathroom at the far end of the school. Its entrance closed for construction, bounded by yellow tape, but he knew the door was unlocked. He had sometimes gone in there with a couple of his friends between periods, not to do anything in particular, just because they could. He only hoped the construction guys weren't in there, he listened at the door intently as he breathed hard, desperate for a safe haven.

Satisfied that no sounds were coming from the bathroom James entered to find same disused bathroom that he remembered. Sighing gratefully that there weren't any construction crew around he shut himself into the stall near the end of the construction-debris filled room. The heat began to spread from his crotch deep into his being. He had to count...he had to, he had gotten through this before. He wished Claire was there to help him, he even contemplated calling her, his cellphone still in his back pocket. But no, he couldn't risk it, if he couldn't get himself under control he would trigger her too.

He felt another pulse of heat as he groaned, collapsing backwards onto the toilet. His erection was getting too hard, his pants straining against his male-hood. He looked for the first time at the small wet stain forming at the tip of his throbbing column. The wet spot began to enlarge as his boxers and shorts filtered his pre into a quickly growing glob. He felt harder than he could remember, his crotch itching something fierce as he assumed his pubes were being replaced with fur. He was breathing hard and raggedly as he attempted to force his cock down by pushing the quickly wetting fabric to the sides of it. If he could avoid touching it, maybe it would get better. A small voice in the back of his head knew better though. The glob reached critical mass as it pushed through his shorts during his poor attempts to contain himself. The clear round sphere of pre broke, pouring it's contents down the front of his pants.

"Ohhhhh....I...I...can wash this out" he moaned in panic and a still growing arousal as he gripped the front of his shorts. He felt incredibly horny, like he would love to stick himself in or against just about anything in the bathroom if it would give him release. Even the greenish-colored walls of the stall looked appealing as a fuck-buddy, his body grinding against... "NO!" he screamed as he shook his head He had to concentrate! If the sinks worked in here, maybe he could recover from this, he could take off his shorts and wash them and then just say that he spilled water on himself. It wasnt much of a plan but it was all he had at the moment, his body and mind betraying him, edging him closer to the ravine that he had fallen into so many times before.

He tried to stand up, his legs shaking badly, it felt like the ache after last night, but it wasnt abating, if anything it was getting worse. He could barely stand, his legs felt like they were made of jello. He stumbled forward as his right leg gave out for an instant, landing him back onto the toilet, his butt hurt as his cock throbbed from the impact. His skin felt so hot, sweat pouring down the small of his back, sticking his t-shirt to him uncomfortably as his brow dripped the stuff into his eyes. His eyes burning as he wiped them with his sleeve. James's small lungs convulsing as he breathed hard, it was so hard to think and to see as his throbbing cock sent another shudder of heat travelled up his shaft. Another dollop of pre pushing out of the front of his shorts this time wetly plopping into the bowl below him.

His shorts felt so tight, his throbbing erection rubbing against his soaking underwear he had to do something to give himself some time to to breathe. Shaking hands went to his shorts as they fumbled to unzip himself. He had to get himself free of their constraints and soon. He moaned as his mind went to Claire and her super short skirt, how she didnt need to worry about zippers with her short skirt and...how sexy...and her breasts... "nnnghhh....ohhhhhhh" He moaned through clenched teeth as his cock pressed even harder into the fabric, his hands trying to rub it through the zipper. He couldn't bear it, but he also couldn't his shorts to unzip. His cock jammed hard against the zipper to the point it could no longer function. He jerked on the stubborn zipper with intensifying panic but it was no use.

Out of options he pressed and coaxed his cock as best he could downwards, downwards towards the leg of his shorts. It was the only option he had at this point and he recognized it wasnt a good one even in his deliriously heated state. If he kept growing and couldnt get this under control it could turn out...badly. But at this point he was beyond caring. Every touch of his straining penis through the fabric made him buck and moan, his hips thrusting involuntarily.

He was so close, just one more big push. He braced himself as best he could on the toilet as he pushed at his cock towards his pant leg, his vision going partly white as the pleasure cascaded through his body at the contact. Then with almost audible "pop" his penis burst forth from the right leg of his shorts, his breath catching in relief. Its hot throbbing length partially free as it pressing mightily into his thigh. He gasped as he saw his cock for the first time since putting on his shorts that morning and it looked more far gone than he had hoped it would be.

What he had put into his pants that morning now bore only passing resemblance to what was snaking its way down his leg. Its visibly throbbing head glistened with pre and bulged bigger longer against his leg with every breath. "NNNGHHH....Oh shhhhhittttt......" he moaned, practically panting, a small trickle of saliva leaking out of the side of his mouth, as his cock began to convulse in earnest, freed of most of its constraints. Ripples of heat surging from its thickening base down its lengthening shaft, its flesh so hot it felt like it was burning his leg. James's heart rate was going through the roof. His shorts leg opening tightening as it struggled to contain both his leg and the growing log attached to his crotch.

As he massaged his cock's exposed and covered length as best he could his bones began cracking and reforming, his back arching as it grew larger and broader. His spine popping and extending as his vertebrae grew immensely thicker, thick spinal ridges pressing into his sweat-soaked tshirt. James thin legs and arms convulsed as they stretched and grew as well with a series of obscene pops and cracks. His body collapsed forward, his head hitting the stall door but he was still seated, his body growing to at least seven feet tall. The soaked shirt was stretching as best it could across his chest as he grew, he could hear the fibers groaning as they tried to hold on, his shirt tightening into a tube of wet cloth around him. His sneaker-clad feet became terribly constrained as they swept tracks of dust off the floor, his feet kicking underneath him. He felt what he could only describe as vertigo as he gaped at impossibly lanky body underneath him, his forehead pressed hard against the cold metal of the stall door for support.

Yet he still massaged his aching crotch, the fundamental tightness problem was coming back, his temporary fix leg trick was quickly becoming inadequate. In a haze he brought one hand away from his penis and fumbled for the stall lock right under his face, he had to get out of there, it was too small, he felt claustrophobic. As if to make things even more difficult for him his body began to grow and fill in with muscle all at once. He felt electricity arc through his body as his biceps grew to the size of watermelons underneath his skin, their huge muscle tensing rhythmically. "NRRAAHHHHHHH!!!!" he bellowed, his eyes rolling in his head as thick cords of muscle rippled all over his body as he continued to grow, his pecs bulking up on his barreling chest as his stomach becoming a hard washboard of abs. His shirt was at its limit as did its best to contoure to every convulsing muscle, wide rips forming along its back and sides.

His shoulders cracked wider and wider as golden chestnut fur cascaded down his back, his hot skin thickening in the process. His shirt couldnt hold on, his body beyond anything it was ever designed to contain as it shredded down the back, revealing massive furred shoulder blades. Tendons in his neck thickened as a muscled triangle formed, connecting his broadening shoulders to his neck. His kicked wildly underneath him as they cracked audibly and became distinctly digitigrade, his feet bursting out of his shoes as they extended and his toes merged into one solid black hoof. He was already in the ravine and falling without a parachute as the toilet made cracking sounds underneath him.

His erections ache worsening, his massive frame still slumped forward as his still-human face jerking against the stall door, his mouth agape in a mix of pleasure and agony. His shorts were pressing heavily into his waist, his body trying its best to avail itself of them but he was too occupied with his leaking tool painfully protruding from his shorts to do anything about it. James felt the now familiar pressure on his face as it began to push out into an equine muzzle, his nose beginning to broaden. If he was going to get out of there without turning into the horse this was his last chance.

James mustered all the willpower he had left as he yelled "No...hhhuuh....I wont let you...nnnghhh" his broadening hands gripped his large sides, holding himself steady. "One...Two...nghhh!...Three" he repeated. "I wont...I wont!!!" he said with determination, his muscled body shaking. Keep it in, he told himself, if he could do that then everything would be ok. He gritted his teeth with determination, the heat still coursing through his system from his growing cock, he fought it. The heat rebutted his attempt flooding his mind with images and smells of rutting females in heat. He shook his head violently, he wouldn't give in, couldn't give in. Refusing to look down at his crotch he counted again, taking deep shuddering breaths, he had to think about unsexy things like him and Claire talked about. Sitting there he finally realized that he could feel the heat begin to abate, his hulking body began to shrink slightly, he was in control again! Even the throbbing in his pants seemed like it was lessening. He panted and smiled, he had done it, wait till he told Claire!

As he thought about Claire an image of her in her sexy short skirt and tight blouse flashed into his head. He tried to shake it out but he couldn't stop thinking about her and her tight clothes, his eyes rolling into the back of his head, he managed to utter "one...". Soon she was blushing as she spread her legs apart for him, revealing a growing line of wetness between her labia poking through her thin underwear, hiding nothing. "TWO...nghhh..." The heat was throbbing fiercely in his loins again as her clothes disappeared, in his imagination Claire was pressing her now ample bosom together, her black pubes soaked as she straddled him, grinding her heat against him, spreading herself. James broke.

"THREEEEE....NNRGHHH...URRGHHHHHH!!!!" he moaned as his body made up for the muscle mass it had lost and then some, his eyes still rolled into the back of his head as the lust burned brighter than ever. His face pushing out. His teeth grinding as they fell out of his head and onto the floor, replaced with huge flat horse teeth, his lips thickening and turning black as he slavered and foamed, lost in lust. His ears migrating quickly to the top of his head as they stretched and grew into two large swiveling horse ears. Nostrils flaring as he breathed heavily, finally culminating in a roaring "NNNNEIIIIGHHHHHH!!!!" his voice becoming several octaves deeper as he reared his head. His eyes pushed slightly apart as his head finally settled on a long thick equine muzzle, a mane of long fur erupting down his back.

The horses big eyes rolled in their sockets in a lust-driven panic as James realized he had lost, he couldn't stop it. All the worries he had about changing, what he would do and become, were being washed away. The panic was quickly being overridden by the horses insatiable libido. The lust, carnal and primal, eating at what little consciousness he had left. James became more and more of a whisper as the beast he was becoming took control with powerful desire. The desire to rut with any and all comers until he had bred his rich seed in as many pussies as he could find filled his every thought. He wanted to get out of here, out of this small toilet stall and find those mates that would bear his many foals. But his body had more pressing needs at the moment he had to tend to.

He nickered as he felt his briefly ignored shaft throbbing more violently. It was saturated with heat as it throbbed mightily against his furry thigh, tightly constrained by this digitigrade leg. His penis three-quarters the way to his knee as it convulsed, constrained by his impossibly tight pants. Its shaft still thickening and straining with the beat of his big horse heart. It wasn't the only thing in his pants, his balls were throbbing in tandem with his engorged penis. Still confined to their constricting cloth prison they swelled under him. Their throbbing round outlines making themselves known at the base of his growing shaft, unable to break free. His growing thighs had weakened the shorts legs but stubbornly refused to give.

His balls were still swelling larger as he pressed his thickly nailed hands against them, trying to massage the ache out but it was no use. His bulge beyond obscene as the shorts, his shorts completely filled in every conceivable way. With nowhere else to go they pressed tightly into his still flat ass. But like all things, it didn't stay that way for long. As his ass cheeks grew and ballooned out the thong of short material sank deeper and deeper into his furry chasm, rubbing his erogenous pucker as they did so. Small tears began to form over his constrained hips as he bucked wildly, the tightness excruciating and immensely pleasurable at the same time. Finally with a long-awaited "rrrrriiiippppppp" the shorts structure ruptured with a not unsubstantial amount of force as his shorts shredded down the sides, releasing his huge package. His balls dipped into the water of the toilet as they were freed, his sac's pink skin beginning to blacken and tighten around his swelling orbs. On queue his furry hips grew wider and wider to allow his huge balls to rest between his throbbing legs. His thighs finally unconstrained finished their growth as well as they ballooned with muscle, thick tendons making themselves known just under the skin as his crotch deepened between them. His calfs tightened and released in much the same way, wiry veins feeding and strengthening them as they made themselves pronounced on his legs, his hoof-clad feet broadening at better support his huge frame.

His unconstrained penis flopped outwards as it's engorged head flared and flattened, ridges forming around the perimeter of the head, the whole thing engorged with as much hot blood as his growing body could provide. A thick medial ring forming halfway up its length as the shaft thickened in front of him. Layer of tight skin enveloped it's throbbing base, forming a thick sheath. He was paying so much attention to his growing, straining package that he neglected to notice his ass cheeks continued growth and inflation as a coarse tail erupting above them.

He massaged and masturbated his aching cock, its length still growing in his hoof-hands. His right hand playing with the huge head, eliciting a trickle of slick pre while his left hand smearing it along his thickening length. The overpowering lust had full control of him now, James was less than a whisper, beholden only to the lust in his loins. The more he stroked and tweaked his length the more his body was flooded with strong new hormones and desire. He felt himself getting close, but then he noticed his large balls were in the toilet water, the cool water countering the heat that he now embraced.

Even as his testicles immense heat warmed the water he wanted them out. He could feel them splashing below his heaving form and greatly disliked the sensation. He braced his huge hands against the stalls cold walls as he lifted his body off the cracking porcelain commode. Suddenly he was jerked down as the top of his balls grabbed onto the narrow toilet seat. His swollen scrotum stretched fiercely as he jerked upwards trying to free his testicles from their plastic toilet seat prison, his penis bobbing wildly, splashing pre onto the floor. He continued to pull and thrash, his mind too clouded with lust to understand fully why he couldn't free himself. After a series of hard jerks he was finally free but he toilet seat came with him, wrapping around the top of his swollen balls. Snorting in frustration, he gripped the thin plastic collar that surrounded the bridge between his family jewels and his penis and ripped it in half with no more effort than tearing paper.

While he was still crouched, his body hovering over the toilet his large hoof hands explored. Grabbing his huge balls he nickered loudly, their flesh amazingly sensitive, sending pleasurable shudders through his body, his ass cheeks instinctively tightening. They were big enough that he could barely get each huge hand around them, each the size of a large grapefruits. He continued squeezing them and nickering, huge surges of pre cascaded out of his heaving shaft onto the floor, mere inches from the door to the stall.

While he was working his virile balls, his shaft still pushed and spasmed thicker and larger, his girth substantial. Fueled by his attention to his sensitive balls, thick veins fed and pulsed just under his tightly drawn cocks skin as it put on the last few inches. Soon he had two foot monstrosity swinging and bobbing proudly in front of him. Like a damn being broken through, his tree-trunk sized tool begin leaking steaming hot pre like a spigot. His large gulping urethra working overtime as a continuous stream of lubricant made its way out of him, the wet splashing sounds increasing as a waterfall of the slick stuff poured out off his flaring head.

Watching his penis geyser his preseminal fluid he grabbed the girth of huge penis, abandoning his pendulous balls and pulled it towards his chest, rubbing the pre all over his abs in an attempt to suck on it it with his large craning head. But it had become too large and too stiff. He couldn't hold it as it flew out his hands and slammed into the stall door. "NEIIGHHHRRRHHHFFF!!!" he neighed, the impact sending a deep heaving shudder through his body as he felt his huge balls tighten in his massive black scrotum, pulling towards his body, his penis swelling slightly as it engorged in preparation.

Just then James's ears swiveled intently on the top of his head as he heard the door creak open to the disused bathroom.

"James? Are you in here?" Sarah said cautiously, her feet taking tentative steps as she edged her way into the bathroom. This whole area was off limits to students while it was being refurbished, she didn't want to be here longer than she had to. A strange smell confronted her as she entered, her nose sniffing the air inquisitively, a strange acrid-sweet smell filled her nose.

To Be Continued...