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It was a beautiful late spring morning. The sun was shining and the trees were all green with their fresh leaves. The air was warm with a slight pleasant breeze blowing. Then again, as far as Phallika was concerned it could have been dark, cold and wet and she would be happy, if still starving. She hadn’t had anything to eat in years. Who knows exactly how long she had been sealed in that urn by that annoying cleric. It was totally unfair, all she was doing was improving some young females so she could feed. Phallika walked down a path she had stumbled across while making her way through the woods she had found herself in.

I’m so hungry! Phallika gurgled slightly, her aquamarine slime bubbling slightly. I hope I can find some food soon.

Her earliest memories were foggy at best, perhaps she wasn’t meant to have memories in the first place. She was intended for pleasure though, that much she knew for sure. Like all slimes she had a specific food that vitalized her and helped her to grow. In Phallika’s case this was seed. Appropriate given her early life as nothing more than a sex toy. But not just any old seed would do, It had to be girl cum.

There has got to be a village somewhere near here, wherever here is. Or maybe some travelers. I just need to have at least a snack to get back up on my feet, as it were. Phallika giggled to herself at her own little joke.

The witch who raised, or was it created Phallika? She wasn’t sure. Anyway, the woman supplied her with a meal every time they played from her own cock. A side effect of some magical mishap the witch used to say. As Phallika fed and grew some of that mishap must have been absorbed into her aquamarine slime. She had started to enhance her first food supply, making the witch’s rather average cock and balls grow larger and larger. Before long the woman couldn’t even wear a skirt, even when flaccid.

Phallika, by now much larger and stronger from all her feeding, left the witch’s home of her own accord to explore and try new food. She was disappointed at first to find that the women in the nearby village all had worthless pussies instead of cocks and balls full of tasty seed. However, her altered nature allowed her to fix that, and soon she had a veritable buffet of cocks to gorge herself on. Of course she always paid for every meal by sending the women into pure ecstasy with her milking.

I better be careful if I come across any adventures. Last time that didn’t end so well for me.

But she couldn’t be left to continue improving women by giving them cocks. Phallika attracted the attention of some band of adventurers who came after her. The slime did manage to fix their sorceress before the party’s Cleric had sealed her into a boring old urn. She lost track of all time in the dark. It might have been days or centuries since she was forced into her small prison for all she knew. Phallika had lapsed into a long dreamless slumber as she waited. The slime was startled awake when she felt the urn crack. She probed weakly at the crack then with an even louder sound the urn opened like an egg and Phallika spilled out into the dappled sunlight of the deep forest.

Phallika had apparently been buried in the ground. A tree had taken root over her resting place and entwined around her prison. The old tree had grown sick and had been blown over in a storm, pulling the urn out from underneath the ground with it. She realized then it must have been some time indeed since she had been sealed away.

Over time without food Phallika had slowly weakened, but she wasn’t completely powerless. She oozed and flowed down a forest path, she didn’t have the vitality to assume a more humanoid form, just enough for a vaguely head shaped orb with two dots for eyes looking around for something to snack on. Phallika wondered if girl-cock had grown more common since her imprisonment. Whether or not it had, she had no doubt that she would be increasing the number.

Phallika heard something and paused, she turned her ‘head’ trying to see if she could hear it again. The slime heard the sound of splashing water and female laughter. She left the trail and followed the sounds. The woods opened up unto the shore of a small lake. She noticed a pile of discarded clothes on the shore and soon spotted a pair of young women bathing in the lake a short distance from the shore.

One appeared to be a blond human woman, young and full of life. The sun sparkled in her blue eyes as she splashed in the cool water. She had a slight farmer’s tan, making her pale chest stand out. The other was a bunny-girl. Her tail was below the waterline, but her long gray furred ears were clearly visible, even with her dark hair tied up for bathing. The bunny-girl’s pale skin was a contrast to her friend. She shielded her face from her friend's splashes as she laughed. Both seemed to be in the prime of their lives, the perfect time for Phallika to improve them with her gift.

Phallika had found exactly what she was looking for. Her head sunk back down into the puddle of slime that was the rest of her body and she slowly creeped towards the lake. Phallika’s slime body slipped into the water without so much as a ripple. She couldn’t so much see the two women as much as feel the disturbances they made in the water. She flowed through the cool water closer to her prospective meal.

Ashryn sighed as she leaned her head back and looked up at the clear blue sky. The bunny-girl was glad her friend Ryllae had the idea to come out to the lake. The cool water felt good on her skin, even if it would take some time for her tail to dry afterwards. Ryllae had been waiting for the water to warm up enough for a swim after the long and brutal winter. She idly treaded water while smiling over at her friend.

“See? I told you the water wouldn’t be too cold to swim.” Ryllae smiled smugly at her friend.

Ashryn sighed. “I didn’t say it would be too cold, I was just warning that it might be.” She sent a splash of water towards Ryllae. “However, I’m happy that it wasn’t.”

As the two females bantered above the water Phallika spread out and slowly floated up from below them. Neither Ashryn nor Ryllae noticed at first as the water surrounding their bodies was replaced with Phallika’s essence. Spread thin and under the water they didn’t notice the slight shift in the color of the water either. Phallika would have giggled if she wasn’t underwater as she felt the two women now swimming inside of her body.

Weakened as she was from her time spent sealed away, the changes came on slowly in the swimmers. Ashryn felt a slight tingle in between her legs, but dismissed it as nothing more than a plant brushing against her body. Ryllae felt a shiver go down her back, but the water didn’t feel as cool against her skin as it had a few moments earlier.

The slime’s essence slowly seeped into the swimmers bodies, particularly into their pussies. The clits slowly grew stiffer and pushed their way out of their hoods. A low buzz of arousal started to flood the pair as new hormones began to pump through their bodies. Ashryn found herself taking deep breaths as she tread what she thought was water. Ryllae didn’t notice as her labia slowly started to close up. She was distracted, thinking back to the last time she had some fun with her boyfriend.

The bunny-girl’s ears drooped as she let out a sigh, placing a hand over her abdomen, feeling something strange. Unknown to her, inside her body her womb and ovaries were changing, being repurposed into new organs. Ashryn wanted to say something about how she was feeling, but she felt too embarrassed. How could she tell her friend how horny she was feeling? Ryllae felt like she was being edged, kept just on the verge of climaxing. She bit her lip to stop from moaning, while down below her new scrotum was filled with her ovaries-turned-testis.

The clits continued to grow and thicken, faster now that the balls had dropped. The tips opened up to a new urethra as they fully became cocks. Under Phallika’s influence they each grew to a respectable twelve inches in length. That was enough for the starving slime. Phallika thickened her slime around the pair of footlongs and gave a little squeeze.

Above the water Ryllae gasped and Ashryn squealed. Phallika was smiling internally at the sound. She started to stroke the shafts with her essence, slowly pumping the two shafts simultaneously. Ashryn was confused. Whatever was happening to her in the lake felt good, almost mind blowing. But it felt so strange, like her clit was being stimulated, but at the same time it didn’t. Oddly when she tried to lower her hands to inspect, the water seemed to push her hands back up. Ryllae, on the other hand, was having a hard time focusing on anything other than the growing need to release building up in her body. She was moaning loudly now, not trying to hold back anymore.

Before long Ashryn joined her. Ryllae was the first to cum, pumping her first load into the hungry slime. Her bunny-girl friend quickly followed, crying out in a high pitched wail as her cock fired off its first load. Phallika bubbled with joy as her meal was served. The slime, however, was very hungry. She wasn’t about to leave until she had drained their balls dry. The cocks barely had a chance to go half soft before she started to stroke them again, more furiously this time.

The pair flailed around in the lake as the already sensitive cocks were at the verge of being over-stimulated. They would have slipped below the surface if Phallika hadn’t supported them, holding their heads up above the surface of the lake, or rather her own body. It took longer this time to cum, but it was even more intense. Ashryn’s long ears flopped down as she barely remained conscious after her second load. Ryllae was gasping for air as she bobbed up and down. They floated inside Phallika as they panted, drained from the exertion of new muscles and the blissful afterglow from climaxing. This time they were given a brief respite before Phallika started up again, more vigorous now that she had something to eat.

Ashryn and Ryllae let out a pair of long moans as they just surrendered to the slime’s ministrations. Eyes closed they floated, their bodies twitching and convulsing as they were pushed to the limits of what their minds and bodies could tolerate. Again and again they came, filling Phallika with their hot seed.

The slime milked them for at least half an hour until their new balls were drained of every last drop of seed. Ryllae’s eyes were shut tightly, her mouth almost stuck in an ‘O’ shape from all the pleasure she had endured. Ashryn wasn’t even seeing straight as she floated listlessly in the slime’s body. Phallika was relaxing a bit herself after her little feast. She was now more visible in the lake as the seed inside her body gave her an almost milky-blue appearance. Phallika slowly slipped down off of the pair.

The sudden coolness of the lake water replacing the slime shocked Ashryn and Ryllae. They half swam, half crawled to get out of the water. They collapsed onto the grassy bank and gasped for breath, their second wind quickly passing. Ashryn was the first to sit up. As she looked down into her lap she stared for a moment, not believing her eyes. She rubbed them but was still greeted with the sight of a cock and balls where her pussy used to be.

“Wha? Gods! What the hell is this?” she started to hyperventilate. Even flaccid she could tell it was sizable.

Her concern roused Ryllae from her zoned-out state.

“What is…” she blinked seeing what her friend now sported and a quick glance down between her legs revealed the same thing. “Shit! What the fuck!” she gave the flaccid shaft a flick with her finger, and there was no doubting it was real.

Phallika was giggling softly to herself as she flowed out of the lake some distance away from Ashryn and Ryllae. She was still a milky-blue color from her recent meal. But what she had digested was put to good use. She took on a vaguely humanoid form, allowing her to walk instead of just ooze along the ground. A simple smile formed on her ‘face’ as she listened to the surprised cries over her handiwork.

Oh, don’t worry, you won’t miss your old equipment. In the end they never do. Phallika mused as she walked back to the path she had been following before her little swim. It feels so good to be traveling and sharing the joy of girl cock once again. It was so mean of that cleric to seal me in that urn. I hope that the sorceress railed his ass every night with the ‘magic rod’ I gave her. She giggled to herself at the mental image.

It wasn’t just about the delicious meals she enjoyed from the women she improved. It just seemed so natural and right to her. Why should males have all the fun after all? Phallika enjoyed the image of a beautiful woman with all her curves with a cock hanging down, or better yet standing up proudly. As for the size she preferred to bestow, well bigger is always better. That’s just common sense.

With every step Phallika took she felt more and more like her old self. Her form became more refined as she digested her feast and became revitalized. Phallika liked imitating the humanoid forms she improved, taking on a slightly female appearance. The vague appearance of a chest and hips took shape as she walked. Her face was little more than a pair of darker spots for eyes and a caricature of a smiling mouth. Though her entire body was a sensory organ, she looked around with her head, taking in the surroundings and appreciating her freedom after her long confinement.

It’s such a nice day out, those two at the lake can’t be the only women up and about in the world. Phallika thought as she paused, taking in the lush green surroundings and sunlight filtering down through the canopy above. I’m sure I’ll find another meal soon.

Phallika was no longer starving at least, but she was never one to be completely satisfied. Besides, the more she fed the stronger her transformative powers became. It wouldn’t be long before the nearest brush against a woman’s nethers would cause a cock to spring forth. But before that, she needed more girl-cum. Phallika guessed that if she kept following the path it would eventually lead her to more women to transform and feed on.

The path led out of the tightly wooded area and opened up to softly rolling hills. The occasional tree dotted the landscape but it was mostly brush and grasses. By now Phallika's slime had returned to her aquamarine color, though it was slightly brighter now with her added vitally. She spotted something other than vegetation under a large cedar tree. She moved closer, her footfalls silent on the soft grass.

Her smile broadened when she saw the figure of a humanoid bovine reclined against the tree, enjoying an afternoon nap in the shade. The cowgirl knight was armored with a shiny breastplate with armored pads on her shoulders, elbows and legs. She wore shin guards trusting to her own large cloven hooves instead of boots. A spear and sword rested in the grass beside her within arms reach.. Her long brown and white hair was done up in several braids. She was snoring softly without a care in the world.

Oh…she's a big girl. I wonder if her cum is as creamy as milk?

Phallika slipped slowly around the sleeping knight, putting the tree between them. She returned to her puddle form and oozed her way up to the trunk of the tree and then began to climb it. After climbing a short distance above the napping knight, Phallika reformed her head and looked down. She could see the cowgirl was quite large, with a powerful build. It was hard to judge just how curvy she was underneath her armor, but she definitely had wide hips at least. The fur she could see was a blend of brown and white patches and she had a small stripe running down her forehead to her nose.

The slime watched her target as she snored, looking for the best method to engage the cow. The sleeping knight shifted her head slightly and Phallika found her way in. she reached down with a small tendril of slime. It lowered down to the side of her target’s neck and slipped down under her armor. Phallika let her body slowly flow down the tendril of slime directly under the Knight’s armor. She slid down the brown and white fur slowly, not wanting to wake the cowgirl until she was ready. The slime flowed down the cleavage compressed by the breastplate and down across the hard flat stomach. Phallika slipped down under the modest loincloth and engulfed the lower half of the knight. Immediately she started to coax the clit to swell and grow, much quicker than she had at the lake.

The cowgirl stirred slightly, shifting but not waking from her nap. That suited Phallika well enough as she transformed the knight’s nethers. The clit soon resembled a bull’s tapered cock, and not long after a newly transformed pair of balls dropped into the prepared sack. The slime almost giggled as she began to enlarge the new phallus. The loincloth was the first thing to stretch and snap, unable to contain what was already a larger than average cock and balls for a bull. However, Phallika didn’t stop there.

She was feeling much stronger and energetic now that she had her first meal, so she was able to have much more fun with her second. Her essence teased and stimulated the bull cock, making it grow longer and thicker. It pushed its way up under the breastplate, nestling up between her breasts. It was well over fifteen inches long and growing thicker by the second. In her sleep the Knight began to squirm, growing uncomfortable from the confinement. The leather straps and buckles holding the breastplate on couldn’t handle the stress and they gave way. It flew off her body as her new bullcock sprong free. Her tunic was also torn asunder, spilling out her large round breasts for any to see.

Vrenea woke with a gasp. Her dream had taken a turn into the erotic, but she was unprepared for what she saw. A huge cock that would put any bull to shame was bobbing inches away from her muzzle. With Vrenea’s armor and tunic ruined, her brown and white fur exposed to the air down to her knees. More disturbing than all of this, however, was the aquamarine slime covering her cock and lower body, and the way it seemed to pulse and flow without dripping off of her.

The knight scrambled up onto her cloven hooves with a shout. “What in the Nine Hells Is going on!”

Phallika made a tendril of her slime and pushed in against the cowgirl’s puckered anus. She slipped in easily and flowed in deep seeking out the newly formed prostate. Vrenea let out a surprised cry at the intrusion, and fell forward onto her hands and knees as the slime massaged the new organ inside her body. Vrenea tried to reach behind to pull out the slimy intrusion, but ended up letting out a long half moan, half moo and going cross eyed as Phallika practically attacked her prostate, all the while stroking her massive cock.

Vrenea was nearly paralyzed by the ecstasy of having her cock stimulated by the stroking slime and her ass pounded by the probing tentacle. All the while still trying to figure out how she ended up with a cock that would put her father and brothers to shame. Vrenea was first and foremost a Knight and she gathered her will to break through the fog in her mind. Unfortunately, it was at that time her dam broke and she came hard into the slime surrounding her body. Vrenea let out a loud moo that echoed across the plains like a thunderclap. Heavy globs of cum were pumped into the egger slime’s body. The world went white for Vrenea and she fell forward. With her face down and ass up. She panted for air as Phallika drank up her cum.

As she panted for air the world slowly came back into focus for the knight. Vrenea let out a shuddering sigh, thinking it was all over. She tried to shift her arms to push herself up when she started to feel the tentacle still lodged in her rear, stroking her prostate once more.

“Oh gods! Please don’t…” She managed to say before letting out a long low moan of pleasure.

Without even thinking Vrenea thrust her hips forward, not that it meant much with Phallika’s essence fully encapsulating her lower body. The cow girl was at her mercy as her cock was stroked back to full hardness and her rear teased and prodded. Vrenea couldn’t form a single coherent thought, her mind was too full of pleasure. She moaned and mooed on the grass as Phallika had her way with her. Despite Vrenea’s cock bouncing against her hard stomach, she was more like a cow in heat than a rutting bull as Phallika milked another orgasm out of her and consumed more delicious cum from the knight.

Vrenea rolled onto her side as her seed was swallowed by the slime encasing her lower body. Slowly, she reached down to touch the now milky blue substance covering her. It was then Vrenea felt her massive pair of balls being firmly massaged. She let out a low moan and rolled onto her back. Her fingers dug into the grass as her tired balls were slowly coaxing her cock to stiffen again. The knight didn’t fight it. She just closed her eyes and spread her legs wide.

She felt the now familiar sensations from her tail-hole and she whimpered with need. Phallika didn’t hold back. She squeezed and stroked the tapered shaft, almost sucking it with her essence. She massaged and stroked the prostate while playing with the rim of her tail hole. All the while she caressed and massaged the massive balls, just waiting for her third course to be delivered.

Vrenea arched her back up off the ground as her third climax shot through her body. Every muscle in her strong body clenched as she fired off another massive load into the slime. Vrenea’s body slammed back into the ground with a thud. The knight was in almost a coma of pleasure, just breathing deeply as her transformed body recovered in the shade of the cedar tree.

Phallika flowed off of the cowgirl and assumed her humanoid form. Her face had much more detail now, with a defined nose, chin and lips. Phallika had shaped a bit of her body to give the semblance of hair flowing down from the top of her head to past her shoulders. Her eyes were more than just small dots as well, big and happy they watched Vrenea as the knight’s cock slowly slid back into its new sheath. Phallika’s chest, though far smaller than the cowgirls, was fuller and better defined, only lacking nipples at this point.

“Mmmm, thank you so much! Your cum was just so yummy! Thick, creamy, and lots of it.” Phallika giggled. “Oh, I’ll have to let you rest for a bit now. Besides, there are more girls out there in need of my gifts. But don’t you worry, I’d never forget a meal like that. I’ll find you again someday, I promise. I’ll even make you bigger, for more fun, and more food for me. You just rest for now.”

Phallika reached down and patted Vrenea on the top of the head. The milky blue slime was giggling to herself as she walked away from underneath the cedar tree.

There really is such a variety out there, far more than just humans. I wonder what other kinds of females I can find and what their cum will taste like? She found a path and started to walk down it, knowing, of course, that it had to lead somewhere. This is going to be so much fun!

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Characters and setting are property of the commissioner

Written by Syntaxerror37

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