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MALL OMNIBUS

Written by the late Tim

With foreword by the late Douglus Duncan “Doug" Winger

Edited and assembled by M.S.V 2025

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EXTREME ADULT CONTENT WARNING • 18+ ONLY

The following collection of stories contains highly explicit sexual acts involving fetishes that include (but are not limited to) transformation, anthropomorphism, animal features, animal genitalia, growth and hypertrophy, excessive unrealistic bodily fluids, genetic alteration, verbal abuse, personality death, dubious consent, non-consensual sexual acts and forced transformations, body horror, rape and rape-play, implied bestiality, enslavement, objectification, degradation, sadomasochism, sexual torture, and enslavement. This is a work of fiction and is not for the consumption of minors. The content is provided as a way to preserve written work. The editor does not endorse real sexual abuse of any kind. The characters involved are fictional adults engaging in unrealistic sexual fantasies and shouldn't be attempted or replicated in real life (also, how?).

Consent matters.

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Right, what is all this, then…

I was cleaning out my hard drive, tossing old and obsolete files and archives in order to make room, and allowing me to optimize a bit. There were a number of archives in Stuffit format on it (a Mac compression format), most of them containing garbage from past desperate attempts to squeeze another meg or two out of an overstuffed drive by the simple expedient of stuffing everything.

As I was opening, checking, closing and tossing, I ran into one archive… Several text files, a few old-style PhotoShop TIFF files and a LOT of old Illustrator 88 format EPS files showed up in the listing of that somewhat hefty archive. I pulled a few, and checked them.

Back in mid-'88, I was contacted by a guy name Tim on one of the semi-local BBs I frequented. He had heard tales of the Great Poodles From Hell Massacre (another long tale in and of itself), and seemed mighty anxious for me to read some stuff he had written. I agreed to read the things after he practically drooled on my feet in mail. Thereafter, for the next few days, I started finding very large text files in my personal mail space there every time I logged on…

Mall was originally twelve sections of extreme delving into personal fantasy, the two sections surviving that I've included being the smallest of the lot. There were also a large number of long side-stories in the same setting. They were all terribly written, but grabbed me nevertheless. It was self-consistent, extreme, and simply filled my head with images.

Until the beginning of '89, I would put aside time on the weekends to pencil roughs, then on slow nights, do two or three EPS graphics using the pencils as guides. I wound up with over 150 of the things – and a few indirectly related as well. I met with Tim twice (I never did find out his last name) in a nearby diner to talk over what we had wrought, he planning on writing more, and discussions of a possible publication surfacing. Yow.

It was then he disappeared. I asked around – nobody knew anything. I waited. Nothing. The only lead I have is that there was a fatal car accident involving a Mr. Timothy and a drunk driver that I read about in the local paper. It might've been him, but I can't be sure. Work ended, and they lay on various drives, stored away in digital darkness until now. I'd almost forgotten them completely, and it was almost like seeing them for the first time when I pulled them out. And don't think I wasn't amazed at what I had wrought, thinking to myself what a sick little monkey I'd been back then.

Right after a number of people viewed the things I started getting asked; 'Do you still have the text?' The answer is: some of it.

After abundant nudging and some thought, I've decided to release the fragments that I still have. No claim of copyright is made, or was, for the matter, so this is essentially in the public domain. I have little worry about it being published or plagiarized.

I did do some minor rewriting, editing to make the less coherent sections at least minimally readable and spelled properly, but it's generally all Tim's writing as passed on to me.

Be warned: this is fantasy of a highly sexual nature, and about as explicit as it gets. It's also terribly written, and will never win a Pulitzer. However, it seems to strike sparks in most people that read it. Delving into personal fantasy sometimes has that effect, and Tim seems to have managed to put at least some small bit in for just about anyone. Others seem to agree with me – about it being terrible writing and strong stuff, that is.

Anywho, as to any warranty – your mileage might vary, and this is released with no guarantee that you won't either be made ill or fascinated.

Enjoy or not as you want – and you have been warned! Mwhahahaha!

– Doug

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MALL

Part 1, Chapter 1

It all started because some demented rich-bitch on Earth had wanted to fuck her prized poodle.

A slim waif of a girl walked through the station, her footsteps a soft padding on the carpet. She had entered several minutes ago after a long exhausting trip through the mind-bending otherness of hyperspace. The transport pad she had landed on was old, a design long out of fashion. The entire place seemed empty, and she imagined that only the ceaseless efforts of cleaning robots kept it from being knee deep in dust and debris. The walls still still gleamed, looking as fresh as the day they had been colored, but many of the displays and light paintings on them had long ago failed into uselessness. They presented a series of black rectangles, occasionally interspersed with the still vibrant flair of color of a low tech painting or print. The equipment in the carriers festooning her utility belt rhythmically slapped her thighs and buttocks as she walked deeper into the station, the slight sounds of the detectors carried in them sounding terribly loud in the station's quiet hush. The colors around her contrasted with the light mauve of her travel suit – being primarily browns and umbers – the carpeting a rusty orange. No windows were in sight.

The girl, Kuppisnarashnava Rudalalenska by name, called Kuppis for short, and Cupcake by her friends, stood middling height high, slim of build and long of leg. She had the coltish look of a teenager. She seemed mostly leg, the torso being not too voluptuous, her breasts still the perfect hemispheres of youth. Her hair was pulled to the sides of her innocent looking face, bound by twin metal circlets, in ponytails that defied gravity. Her wide brown eyes peered about her, their color slightly lighter than the rich walnut brown of her hair. She was not scared, but was understandably nervous about her surroundings.

She stood on an artificial worldlet, named Mall in a moment of humor by its designers. It was relatively old, but its very makeup showed technical marvels. It was a thick crust of regular rock and soil over a core of a burnt-out star. Gravity at surface level was human norm, and it had an atmosphere the matched the once-cleanest air of Earth in composition. It was a mere 200 miles, old method, in diameter, and even had miniature oceans covering about one quarter of its surface. Light came from a distant white dwarf it orbited, but its heat was of an artificial nature. Huge gravity engines derived power, using the incredible differential of attraction its unique makeup provided. It was about old in history, but very young on a cosmic scale, being finished only five hundred years ago. It was designed as a way station and comfort stop for travelers long ago, its surface dotted with hotels and unique shops of every nature and product. It also offered other, more exotic services.

The First Interplanetary War had come to mankind some time ago, and the human race was still climbing back from it. Whole planets had been razed to radioactive rubble, and records had been lost wholesale in that terrible, confusing conflagration. Mall's location had been lost then as well, except for one mention in Earth's great data libraries. The story of Mall was incomplete, and details had been very sketchy. It had happened almost in tandem with the war – whatever had actually happened. Mall had been evacuated, and placed under 2-Y classification, indicating a biological hazard, keep your hands off, no peeking. The seriousness of the hazard was indicated by the 2, with a class 1 meaning 'incinerate this bugger, and drop the ashes into the nearest star'. There were no details, as the cruiser examining Mall to decide on final disposition had been one of the early casualties of the war. Something had happened here a hundred years ago that had caused the owners to abandon it, and get it slapped with a complete interdiction warning.

Kuppis's ship hovered in normal space just above it, the navigation info buried in the old data libraries still accurate. Some pretty heavy technology had gone into this place, and the war had caused the loss of some of the techniques used here. It was a goldmine of possible recoverable technology, as well as whatever other materials and treasures had been left behind in the rushed abandonment of it. Kuppis had been chosen to scout, earmarking any discoveries for later recovery, and, unknown to her, to act as guinea pig to see exactly what the biohazard was, and whether it was still dangerous. The sensors had indicated only normal lifeforms, no unnatural bio-activity, and atmospheric probes had indicated only normal bacteria. They weren't fool-proof, and provided no information beyond that there was active life down there, nature unknown but nothing abnormal. No centers of infection, of crazed super-scientific survivors preparing to leap out and rape the cattle and stampede the women. No indications of any high tech activity other than the normal maintenance machinery at all. Kuppis had read the findings, communicated them back, then gone down to get a first hand look at what was what.

The crazy old lady from Terra, whose name is long forgotten, had loved her poodle. She had loved it beyond the normal affection of a master-pet relationship and formed a very unusual attachment to it. She had gotten it into her head that she wanted her poodle as a love mate, an obedient living sex toy that would love her alone. She hated and mistrusted all human males, but retained the slightly warped sexual needs of a female. She was also very, very wealthy and got what she wanted no matter the cost. She had considered the matter, and decided on a course of action.

Mall had been the home of a strange group of women. They were descended from a colony of all female space pilots. Their heritage was a strange one. The original crews had themselves slightly altered genetically, producing a characteristic shortness and well-fleshed women. They had been called Cherubs, or Nymphs. The enclaves members were almost all short, rounded women, looking very girlish and young. They were also masters of genetic manipulations, both permanent and ephemeral. It was this group that received a shipment of one, (1) Poodle, white, large, female, and a very strange order of what to do with it.

The crazy old lady had wanted them to alter the poodle to something more humanoid, and to equip it with fully functioning male genitalia in addition to its standard equipment. The Nymphs had had a good laugh over that, and half-jokingly sent an estimate back. They didn't laugh when the credit rating of the customer came back. They went to work.

They decided on boosting intelligence, and body mass. This would be a permanent alteration, and the poodle would be very close to human, but retain its distinguishing canine structure. It would be very female, only the special 'custom equipment' making it otherwise. A she-male, the perfect hermaphrodite, behaviorally modified to be an obedient sex toy and even hold normal conversation with its owner. It was a very original product, and procedures would be devised to alter it down to the genetic level –surgery not being an option in this case.

Now, nearby to the Nymph's complex was an experimental physics center, doing research on ultra-heavy polydimensional particles. The unique nature of Mall made it a perfect location for this work. The star core provided the necessary power and gravity, and the environment was quite conducive to maintaining the researcher's morale. They eventually succeeded in their researches, all unknowing, and caused a very unusual event to occur. The Nymphs had finally come up with a custom tailored rhinovirus to alter the poodle. It would be injected, and would permanently alter the canine's makeup as it 'infected' all its cells. The necessary alterations would be 'grown' in the poodle rather quickly, it would be indoctrinated, then shipped back to Earth for a long life of fucking her owner. All would have gone as planned had not the Physics center finally succeeded in producing the ultra-heavy polydimensional Higgs polyquark. The instruments arrayed to detect it had missed its creation, and the particle shot from the quad-dimensional accelerator towards the Nymph's complex. If the Nymph technician had been looking in the right spot at the right moment, she would have seen the virus destined for the poodle fluoresce and glow as the polyquark struck it, and incorporated itself into the makeup of a single virus. The virus itself went on, undamaged, and continued to replicate in its special soup. Nothing looked amiss, and three days later, it was taken out along with its new sisters, strained carefully, and mixed in a saline carrier for injection. Now, the Nymphs did hire lower level help. In this case, Sasha Mariko, a Eurasian of most pleasant aspect was their animal handler and vet. It was she who had been caring for the poodle and it was she who actually injected the altered virus into the canine. She would later be the one who also was the first one struck by what would cause the panicked exodus from Mall and the subsequent ban of interdiction on it.

Sasha pushed the cart through the corridor, the antiseptic walls gleaming

and showing almost-mirror images of her. Sasha was quite a beauty, the

European ancestry giving her a body most would instantly go nuts over, the

Asian heritage showing in the long, shining black hair belling over her back, its gleaming length hanging down almost to her luscious ass. She was in a good mood, her work load currently being light. She had only to care for the botched horz, an intelligent species of modified equines in the south lab, and the poodle that was being modified in the north labs. The horz was almost a pitiful thing, the rest of its specialized race being powerfully built giants of horseflesh, able to work for hours under terrible conditions with no effort. This one was pony sized; scrawny and effeminate. It was called Percy, and suffered the further humiliation of being hermaphroditic. The Horz's were an altered race of recent vintage, the gene pool still not quite stable, and a few rejects of Percy's type still showed up. Percy had been mercilessly abused by the more powerful members of its race, and had suffered being used as a mare by the more sexually aggressive Studs, as well as being forced into a psychosexual slavery by one called Blackjack. Percy was one messed up Horz, thought Sasha, and would most likely never be fully psychologically stable. Still, it received the best of care while undergoing the necessary examinations. Percy was of near human intelligence, being quite sharp for one of its race. Sasha sensed an almost psychotic rage lurking under the Horz's humble demeanor, and the occasional chats they had would sometimes trigger Percy into a towering, raging tantrum of shrieked obscenities and maddened ravings of revengeance.

The poodle, christened with lack of imagination as Fifi, was an affectionate if somewhat highly strung animal. Sasha and Fifi got along famously, and she sensed a true bond formed between her and the dog. The dog had been spoiled rotten under her mistress's ministrations, and Sasha noted that the canine was fully human-bonded; both socially, and not too surprisingly, sexually. It had a few surprising tricks obviously taught to it by the Crazy Terran Lady, and seemed well rehearsed in them.

It was larger than most of its breed, but nothing else was abnormal. This would be almost a regretted chore, injecting it with the gene altering virus. Sasha had grown rather attached to Fifi, and would be slightly disappointed when she was forced to ship the finished beast back to its crazy owner. She even toyed with the idea of field-testing the finished product, as she had seen the full specs. Still, that was months away. She entered the lab, checking that the auto-feeder was full, and the water stand was fresh and operating correctly. All was well. She opened Fifi's large cage, the poodle's tail wagging and the dog squirming in delight of seeing its mistress.

“Up, Fifi!" she called, patting the examination table. The dog obligingly leapt atop the padded table, and lay there, panting in happiness and redoubling its tail wagging. “This won't hurt a bit, so lay still, girl." said Sasha, readying the injector. The injector thumped, spraying its contents into the poodle's rump. Fifi yipped, surprised at the sudden flick at her hindquarters. “That's all, girl!" smiled Sasha, petting the poodle, and chucking it under the jaw. She giggled slightly, holding the dogs head in both hands. The poodle did one of its tricks, tongue splaying out to meet Sasha's lips, worming its way between them in parody of a kiss.

Sasha loved animals. Not sexually, but very close; especially in this poodles case. It was such an affectionate dog. This sex play did not shock her, but amused her. She now knew why the dogs owner wanted the poodle altered in such a strange fashion. Fifi had been trained to attend to her mistress' sexual needs. Each session with the animal revealed another response to certain cues, and Sasha was doing both research on her own, finding out the extent of the tricks the dog had been taught, and getting a little secret pleasure at the same time. Since the labs were not monitored, what she did would be completely secret.

Sasha led the dog back to its cage after a few minutes of play, and latched the poodle in. The other cages were empty at the moment, the lab almost completely empty. She checked to see that the autofeeder was functioning a final time, checking to make sure the feed from storage was still unjammed. It could deliver whatever was needed from there, in any amount. Sasha knew that the storage bins had recently been filled, so a shortage of food was not of any concern. She also knew the poodle's growth for the next several months would require a vastly expanded food supply, so she switched it to feed on demand. Fifi would have as much food as she wanted whenever she wanted it. She dimmed the lab's lights, and bid the dog a final goodnight.

“I'll be gone over the next two days, Fifi my girl, so you be good, you hear? Holiday has come, and I'll be out enjoying myself. You eat heartily, and I'll see you next firstday." Sasha wheeled the cart out, closing and sealing the door behind her. Fifi curled up in the corner of the cage and began to doze.

The altered virus within the sleeping dog's body spread like literal wildfire. Cells were infected and altered at a rate far in excess of the planned rate. The dog's body temperature shot up. It began to pant heavily. The work had begun in a way the Nymphs could never had foreseen.

Fifi awoke shortly afterwards, a feeling of ravenous hunger driving her to the feeding trough. She began to to eat, gulping down the nutritional nuggets that filled it. She gulped more and more, her gullet filling with it, but the hunger within forcing her to consume more yet. Her belly swelled, filled with the food, until it distended and bloated like a furry beach ball. She halted her starving attack on the food, and bent her head to the water bowl. Her lapping reached a frenzied pitch as she drank, but she remained unsatiated. Again she attacked the once again filled food trough, taking gaping mouthfuls of the freshly dumped food. Her belly now almost dragged on the ground, so full and heavy was it. She once again gulped at the water bowl, emptying it faster than it could refill. The dog whined, uncomprehending of the ravening hunger filling her, and at the heavy pain of her straining belly. She lay down, panting. Her distended belly slowly subsided into more normal dimensions, and the cycle began anew; eating and drinking as fast as she could. She began to sweat.

Dogs do not sweat. Fifi was sweating. The programmed alterations had already begun to change her, earlier and faster than anyone could have thought possible. The virus had done its job too well. It had incorporated the heavy particle into Fifi's genetic makeup, changing the dog into something both wondrous and terrible. Already the dogs body hair was falling out, assuming a more human pattern, and she was growing in mass and size. The particle had turned each cell into a mass converter capable of changing any substance into any other, and even more strange, of storing vast energies in their substance. Fifi ate, drank, and slowly grew.

On Sixday, the internal changes had begun boosting her intelligence. She now had a childlike comprehension of her surroundings, and she clearly remembered her mistress, Sasha. Affection coursed through her as she thought of Sasha and something else as well. She felt a weight growing between her hind legs; something that had never been there before. Her body now only had hair in a human pattern, revealing pinkly shining skin where fur had been. She was the size of a large German shepherd now, but the insatiable hunger still drove her to ever larger bouts of eating. She stopped eating that afternoon, and ambled stiffly over to the corner she normally defecated in. She crouched, and shit for the last time she ever would, a stinking mass that was incredibly toxic, all wastes in her body being ejected in that small pile of crap. It was washed away, and Fifi returned to her endless gorging. The weight between her hind legs was greater now, and she felt a strange feeling of pressure in it. She was effectively as intelligent as a ten year old now, but alien and strange in her thoughts. The pressure made her think of Sasha, and the pleasure and affection she had shown to her. She wished that Sasha was here now, to pet and play with her, and something else that she couldn't define.

By Sevenday morning, Fifi was the size of a great Dane, weighing at least one hundred and twenty pounds. The newly grown weight between her hind legs now jiggled and danced with her every movement, sending waves of strange feeling through her. She longed to see Sasha again, fixated on the vet with strange intensity. She still ate, but all of it went down smoothly, flashing into energy directly into her cells. No longer did she bloat and have to stop to allow it to subside. She now ate steadily, stopping only to gulp down water. She no longer lapped the water up, but sucked it directly from the spigot. Her surrounding were now almost fully comprehensible to her, her intelligence matching a sixteen year old.

That evening, she discovered what the weight was, the sudden comprehension of its purpose shooting through her. The internal changes were almost fully complete now, with only her appearance still being doglike. She was in a strange state, intelligent but abysmally ignorant. She wanted her friend Sasha there very badly. Still, she hungered, and turned back to her frenzied consumption, the food now being gulped unchewed in a steady flow, faster than it could be dispensed. She turned to swigging water while the trough refilled, allowing it to flow directly into her with no need to swallow. She was fast approaching a dangerous state.

As Fifi increased her stores of energy she neared complete independence of any mass intake. Her cells would be able to supply any possible need or desire she would need, generating all needed substance and energy. However, they might also flashover, generating more than needed in ever increasing amounts, flowing out into her until she novaed like a bloated star. She did not know this, her intelligence now young adult human norm – but still ignorant of many things. She could speak now, and the virus within had given her preloaded speech centers. Her vocabulary was sufficient, but many concepts still eluded her. She did not know what to call the feeling she felt for the loving companion, Sasha, but somehow knew what she would do to show her love for that one. By early morning firstday, all the food was gone. She finally was satiated, the flow of energy inside steadily increasing beyond control.

Fifi looked around, now longer distracted by the ravenous starvation she had felt. She went to the front of now confining cage and effortlessly ripped the door off its hinges with a single shove of her forepaws. She felt heavy and hot, filled with a sense of impending change. She explored the lab, but nothing caught her interest or looked of use to her mounting needs. She padded over to behind the examination couch, her now heavy body causing her paws to thump loudly on the floor, no longer the almost soundless patter of her original self's slight weight. She decided to wait for the promised return of Sasha, and laid down behind the examination table, strange simmering desires flowing through her, the heady weight between her hind legs heavy and sharp with feeling and mounting need.

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Part 1, Chapter 2

Sasha returned early that morning, locking through the complex's entry system, and taking the elevator to the lab's level. She checked on the food supply, and noted that the north lab's supply was empty. This surprised her to no end, as the amount of food there should have lasted for months. She figured that the sensors had made an error, but that she would check it carefully later. First, she would check on poor Percy in the south lab, and then see how Fifi was getting on. Poor dog was probably lonely, being left alone for so long.

Sasha walked down the hallway, and entered the south lab. Percy was still asleep. The horz was such a pitiful thing, really, when compared with a normal specimen. Very pretty, slim and white with a golden blonde mane and tail, and too effeminate for his own good. If the idiot manning the work center Percy had been born at had been a little more perceptive, Percy would probably have been sold to some rich family, there to be some little girl's companion. He (Sasha thought of Percy as he, even if the actual sex was a bit indeterminate) would have never suffered the outrages he had lived with all those years, and would have been well adjusted and pleasant. Percy was not unpleasant to her, just that buried rage the lurked beneath the horz's placid demeanor could turn him into a raging maniac, almost psychotic in his maddened rages and hatreds. There was something very sexual about those rages too, most likely caused by his experience at Blackjack's hands. She had noticed that Percy would become erect during those rages, and ejaculated at their height occasionally. He had never offered her harm, though, and while he may be puny for a horz, he was hung like, well, a horse. She had watched him go into his rages, becoming almost instantly erect, the huge organ swinging wildly with his stamping leaps, thudding audibly into his belly with a loud, meaty slapping sound. Toward the end of each episode, he would stand there, sides heaving, a look of such utter cold rage on his face, and then, more often than not, seem to fuck some invisible mare with fearful intensity, finally ejaculating great streams of semen in arcing jets. Sasha was sure that it was his terrible treatment from Blackjack and other studs that had used him as a mare that caused these outbursts, and despaired of ever truly curing him of them. She went over to him, and saw that he was even now erect, making small, fitful lunges in his sleep.

What the rest of the members of the didn't know about Percy and Sasha then was that Sasha had been administering a rather unique therapy to Percy for some time. She began to apply her treatment to him now. First, she stripped, till she stood in nude splendor. She was indeed a most beautiful woman, her breasts very large and incredibly firm. She carefully hung her garments in a locker, and went to a cabinet. She withdrew a neutral lubricating ointment and began smearing it over her hands and between her legs. She carefully coated her thighs with it. Satisfied with its

application, she went back over to the sleeping horz, and took the huge horseflesh in both hands. She began a slow stroking, running her hands up

and down its hardened length. The slippery organ seemed to pulse in her

hands, as Percy groaned softly in his sleep. The horz rolled upon its back,

Sasha carefully stepping over his body to keep grip on the shaft. She brought her knees together, trapping its length between her slick thighs, never stopping in the steady stroking. Percy began a slow thrusting, his hips bucking slowly back and forth, and opened his eyes as he emitted a long moan. He looked up at Sasha. “Pretty lady… You make me feel good all the time. I would make you mine if you were a mare." The soft blue eyes closed again, and the horz's head fell back in rapture. “You always make me feel so good, and know what I need. You talk, and make me feel relaxed. You me feel like a stud when I need it." The horz's slow thrusts sped up, becoming longer and harder. Sasha felt the huge flesh she grasped become warmer and begin a rhythmic throbbing.

“Ah, my manly stallion! You're too big for me to take, you are. But so strong, so much stallion! I can hardly resist not feeling your Stallion's shaft and your strength!", crooned Sasha. She thought, 'Give him a feeling of power, of being male and potent. this is what he needs.' She did feel some sexual stimulation from this, and did occasionally fantasize about having that hugeness thrusting into her, but she was a realist, and this was mostly for Percy's benefit, and truly therapy for the tortured horz. “Ah, my mighty one! Were I a mare, you choosing me would be the greatest happiness in my life." The thrustings were now powerful, jolting lunges, and she no longer stroked, but merely squeezed the slippery cock, letting it slip between her thighs and grasp. His sides heaved, and he grunted in cadence to his lunging strokes. She heard him repeat, “Mine… Mine… I am a stallion!" and she spoke once more,

“That's it, my strong one! My mighty stallion! My male! My potent one! Ah, you are too much male for me! You are too much stallion for me!" and repeated it as if a litany. The horz now grunted, trembled, and drove his heaving flanks into thundering series of driving thrusts, and Sasha felt the throbbing organ now spasm, swell, and then felt the stream of ejaculate rush up the length of the cock, and erupt in gouts from the now bulbous head. The horz's flanks froze into trembling position, as the jets of cum spouted and flew through the air to land in splashing beats on the floor. 'He really is rather muscular', thought Sasha, noting the way the muscles rippled in his lower abdomen and forelegs. She felt the mighty organ very slowly soften, the horz now gasping and sweating, falling into utter relaxation. She stepped back over his supine body, watching slowly arc downwards, the head still swollen as big as both her fists together. The penis finally rested on his chest, then slid off to the side, rolling heavily. It slowly retracted back into its sheath. she entered the cleanser, and washed off the slick lube and fluids, watching the gasping horz's breathing slowly return to normal. She redressed quickly. Percy was up when she finished, and affectionately nuzzled her.

“You are good to me, when no other would be. I love you, 'sha, and if you were a mare, would make you my mate forever!"

She patted him, and stroked his forehead. She laughed softly,"Ah, my great stallion! Percy, you are the nicest horz I've ever met, and not at all puny!" She grinned, looking down and behind his head. He caught the reference.

“'Sha, to you I am not weak. To other horz, I am a mare to be used." The horz looked serious, and then gave a neighing laugh. “Maybe it would be better if I never saw horz, but only female like you!" and nuzzled her breasts.

“Stop that, O mighty one! You might like human females better, but you're too much for them! They'd take one look at your shaft, and run for cover! Gimme a kiss, my lover-stallion, and behave while I'm busy. I'll check on you later, and if you've behaved yourself," She gave him a comical sultry look, and struck an exaggerated pose, “who knows what treat I may have for you?"

They both laughed, and Percy kissed her. He did stick his tongue into her mouth, shocking her, and sending an electric bolt of delight though him. “Percy! You na-a-asty horz you! You behave now, you hear!" She slapped him on the rump as she walked to the door.

Fifi lay in the darkened room, feeling heat flow through her. Sasha should be here soon, she thought. The huge dog lay, and felt the changes building inside. The weight between her hind legs felt leaden and hot now, and a sharp sense of pressure filled it. The energy within built to incredible levels. The not-quite dog sweated, a soft whine escaping her. She needed Sasha to be here, very soon. She needed the One here now! Sensations she had never felt before built and grew within Fifi, seeming to center around the heavy weight radiating between her legs.

Sasha checked the food supply's remote, still puzzled by the empty condition they said existed. The feedway tube was not only unjammed, but showed empty Where had fifteen tons of food gone? Oh, well, later after she checked on Fifi she would eyeball the storage area. She keyed in pass code to the outer lab lock, and entered.

Fifi was in a daze. She felt like she was in a pool of molten lead, and the pressure within threatened to split her apart. She remained motionless when she heard the outer lock door open. Fifi didn't know it, but she was fast approaching a condition of literally exploding. The energy equivalent of a dozen thermonuclear bombs now coursed through her. She had achieved independence of intake, but had done so too early. Her mass had been only half way through its amazing transformation when she achieved energy sufficiency, and the transformation had continued afterwards, boosting her production to levels that threatened to turn her into a small star. Mass as energy shot through her, and she had to get rid of it somehow. There must be someway to dump the excess, and rid herself of this terrible pressure screaming with ever increasing power through her. She heard the inner lock open.

Sasha entered, flipping on the lights. “Hi Fi…" She saw the cage, the

door bent into a crumpled mass of steel bars, and her first thought was that

Fifi had been kidnapped for ransom from her owner. She ran to the cage, and looked at the twisted ruin of the door. Then she heard a noise behind her. She whirled about, seeing Fifi, but no! The thing before her was huge! and missing the normal coat of fur. She saw the now thick column of tail wagging behind the form, and realized that this was indeed Fifi before her, only a vastly altered one. This called for a very careful exam, as the tech had obviously screwed up seriously.

“Fifi, girl? Are you alright? C'mere girl, let's take a look at you!" she said, patting the exam table. Fifi bounded up, and thudded onto its surface. She was huge, and must weigh in the neighborhood of four hundred pounds. Sasha looked over the now giant dog and noticed something new… The fleshy sheath and large testicles now there.

“Roll over, girl. Looks like something new has been added."

Fifi slowly rolled over on her back, exhibiting a slow languor that had never been there. Sasha felt her forehead, surprised at the heat there. Slightly fevered, perhaps sick from a rushed alteration. She examined the newly grown genitals, grasping the sheath and gently tugging it back.

Fifi was still stupified with the energy rushing through her. The One was back now, and her heart was filled with the feeling of love she had seemed to always feel towards this one. But she couldn't seem to think clearly with all the clamorous pressure increasing by the moment. And then something wonderfully pleasant happened. The One grasped the weight down there, and new, most wonderful feelings shot through her. The head of her penis slid forth with alarming speed. It was semi-human, retaining the tapering contour of the canine, but the head was a slightly flattened human one. The testicles were overly large, and almost unbearably hot to the touch – as was the steaming shaft. It lengthened, revealing itself to be quite large, and quickly hardened into rigidity.

About eighteen inches, and tapering to something as thick as her forearm, thought Sasha. Diameter just below the head about wrist thickness. Looks like the Crazy Lady would get more than she bargained for this time, provided the dog survived and the alterations finished. She gently stroked it below the head, and was amazed at the sudden gout of hot ejaculate that shot from it, the flow coming in ever stronger jets. And it wasn't stopping, but getting stronger and more forceful, as well as increasing in amount with every gush!

Fifi groaned, the pressure within splitting her, bursting beyond all bounds. She distantly felt Sasha manipulate her, and then the sudden joyful shock of pleasure as she came. She felt the pressure reduce ever so slightly, then leap back to its original level, then scream into a veritable torrent. Fifi realized that this was her salvation. Her cum carried energy out from her, but it was dead when it left her – the energy collapsing back into her body. She must somehow transfer some share of it, to pour it into some vessel! And The Loved One was here! Two needs satisfied at once!

Sasha traced the arc of the jet, watching what must be gallons of jism shooting from the quivering dog. The stream waned, and she watched the jerking phallus throb in impotent pumping. 'That's all,' she thought, 'I have to get a sample of this.' She grabbed a container from the exam table's drawer, and bent over to fill it from the pool on the floor.

Fifi watched Sasha grab the container, and stoop to fill it. She was entranced by the shapely ass now aimed at her, its full, rounded contours generating feeling she had never felt before. That feeling was the weight of her cock, and it was meant to be used. She quietly rolled off the table and softly crept towards her loved one. As she neared the twin globes now jiggling so enticingly before her, she stood up upon her hind legs, and reached with her forelegs. Sasha was just starting to stand up straight, when a sudden massive weight on her back almost drove her to her knees. She staggered a moment, the weight almost too much to bear, then felt her boot slip in the puddle. She fell to her knees, the weight bearing her down. She felt something clasp her hips, and something else pound at her crotch, something hot and too large. She suddenly realized what it was, and looked behind her to make certain of this impossibility.

Fifi felt it all slide together. She knew that this was her salvation, and what she did next was necessary. She lowered her head, being careful to hold Sasha down, and ripped the lab suit from the frightened body beneath her. The bra and panties were as nothing to her power, and she felt a joyful dizziness of her unfolding strength. Her being now centered between her legs, the quivering, huge dog-flesh aching with its hardened heat, the power gathered to flow from it. She looked down upon the cowering human, loving her with all her great heart, and smelling the scent of fear and sex that flowed from her. She hopped, jockeying her burning rod into position, with it already spurting streams of cum in anticipation. She felt the tip graze the moist tunnel of her love's cunt, the head splaying the lips wide, and thrust into the liquid softness there. She felt the bulbous head forcing the resisting flesh wider and wider apart, wrenching it open into gaping surrender to her burning need. It hung for a moment, the hole too small to allow the massive cock entrance all at once, and she thrust harder, feeling it worm its way slowly into the heated hole of her love.

Sasha felt like someone was shoving a basket ball up into her. She was stretched inhumanly wide, the pain of the gigantic invader thrusting into her almost too much to take. And still it forced her wider. She could actually feel the spurts of cum being shot into her protesting womb, each one a hot dash of flowing heat inside her. She felt the paws straddling her hips clench harder, clasping her in unbreakable embrace, and the weight of the quivering dog on top of her incredible. She felt the heat from the thing sticking into her, and felt its impossible size ramming into her gaping cunt, wedging the thickened head deeper and deeper into her, and the screaming pain of it as it split her. Agony flooded her as the head finally popped into her, as well as a new feeling of heat flowing from the monstrous prick into her protesting hole as it slowly forced its passage deeper into her belly.

Fifi felt huge with need, her head floating with the powerful urges forcing her lust driven flanks in ever increasing thrusts. She could feel the warm wetness of Sasha's cunt nibbling the tip of her burning dog-flesh, the screaming hardness slung beneath her belly searing her with its need to enter and fuck, fuck, fuck! Her tongue lolled from her gasping mouth, saliva running from it to drop in a glistening pool on Sasha's back. She felt the protesting flesh beneath her give slightly under her relentless attack, the steel of her shaft forcing its way slowly into the promising depths of her now sobbing prisoner, her hips bucking, trying to force it up into Sasha's cunt, to ram it deep into her love-slave's belly and spew its scalding load in gouts of flooding cum. She felt the bulbous, rubbery head slowly force the resisting hole wider, the wet, slippery flesh bathing the tip in slick caress.

Sasha felt the forceful spurts of cum being gushed into her splitting hole, each torturing thrust by the dog on her back sending her huge tits dancing and wrenching her screaming hole open further and wider. She felt Fifi gyrate her pumping flanks, seeking to bury the massive tool into her belly, the head a hot rubbery mass with a steel core ramming its way deeper into her with each breathtaking lunge. The dog was groaning with desire, the bulging muscles of its forearms standing out in sharp relief as they dragged her back onto the punishing hugeness splitting her open. She turned in agonized daze to look at the huge beast now fucking her, the pain lancing her aching hole reddening her gaze. She felt as if a pile driver was assaulting her cunt, driving a burning, fleshy pole into her, splitting her in half with its incredible size. She saw Fifi's eyes slitted and glazed staring into the distance, and her own ass cheeks rippling with the force of the plunging animals thrusts. She saw the huge tongue hanging from the beast's gaping maw, dripping saliva, the dog oblivious to everything but the need to ram the searing length of its cock into her. The painful grip on her hips tightened as the dog's desperate lungings slowly widening the now surrendering cunt open, forcing the head deeper and deeper. She saw the scarlet length disappearing into her, the glistening tapered length larger than any humans. She knew she would be ripped open with the size of the thing, her hole already feeling like it had been wrenched to tunnel-like dimensions. She could feel the heat of the thing now jabbing into her, the head becoming slicked with the incredible flow jetting from it, easing it further into her. She gasped as the swollen head forced the gaping lips open to impossible size, then entered her fully, the column of hardness bringing scant relief as it slid, ever so slowly, deeper and deeper into her screaming belly. She moaned as she felt it worm its way deeper into her, the searing weight of it scorching her insides, the gouting head spurting its load into her recesses with fluttering jets of cum. It kept coming in, until she felt she was surely being choked by it being in her throat, her belly distending with the impossible size of the cock buried in her. The dog groaned, and the steady thrust increased, ramming the burning battering ram of the dog's flesh up into her. Finally, it was plunged to the hilt, the dog's swollen testicles swinging in an arc and slapping her straining belly, the size of the balls increasing by the moment. The dog then slowly withdrew the cum slicked column until only the swollen head was still inside of her, then plunged it once again to her shattered depths, spearing into her, as she felt her belly swell to accommodate the massive length of dog cock fucking her. The spasming flow from the huge invader suddenly increased, and she felt warmth flow into her, and the sudden onset of a mingled agony and orgasm, the pain and pleasure mixing in some incredible way to bring her to near unconsciousness with the unbearable feelings she suddenly had. She felt the weighty meat inside her clenching cunt swell still further, and realized in her near delirium that it was growing, becoming larger, gigantic. And then the dog began a fast pump fuck into her surrendering hole, her ass tilting back in abject surrender to the conquering hugeness piercing her. She felt the flooding cum inside, slowly filling her with leaden heat, her breasts filling and swelling without explanation, her stomach gurgling with its fiery flow.

Energy flowed from Fifi into the belly of Sasha, the Dog desperate in the need to rid her bursting body of it. Equilibrium would be reached eventually, but not for some time. Her tireless flanks strove harder, the flow of the energy-carrying ejaculate increasing as the girth of her orgasming dog cock grew to encompass the flow of it. Fifi was no longer rational, the need, both sexual and the flood of energy coursing out, filling her entirely. She felt Sasha slowly fill to bursting with both the flood of cum and the searing energy, barely able to keep up with either, and threatening to burst from one or the other. Fifi gazed down in love and lust at the form beneath her screamed and groaned in mindless pain and pleasure at her growing hardness rammed into the splitting cunt. She felt love then, but was not going to stop her punishing sexual assault for anything, as the sweet pleasure of an almost continual orgasm rippled through their commingled bodies, the searing need spurring her into ever more violent pumping thrusts, her tool growing gigantic, then titanic as it became an unstoppable engine of lust, its gushing flood growing ever more violent and forceful as she battered it into her cringing target's velvet depths. She felt changes rippling her very flesh as the virus now completed its earnest work, as her chest felt strange; heavy and tight. She felt it swell, huge mammaries growing into jutting heaviness, her forearms changing, her thundering flanks distorting slowly into something new, her hips flaring into womanly width, and her ass become fleshy and large, rippling with her every thrust. The mammaries heaviness shuddered, each swollen orb bouncing and dancing in heaving, rippling circles, and the sudden sharp pleasure as huge nipple popped from their ends.

Sasha and Fifi's bout increased with violence as the hours slowly slipped by, each driven into delirious feverishness by the intensity of their coupling. Fifi's form became more and more human, altering into female form, her tits huge and her hips wide as the jutting column of her dog cock splurted and gushed, pumping the incredible load she bore in her titanic testicles deeper into the quivering body of Sasha.

Sasha herself suffered some changes, her large tits filling with the fluids and swelling into titanic hardness, the nipples brushing the ground, sending heart-breaking pleasure through her as they protruded in huge hardness from the rippling mass of their swollen roots. Fifi did not attain full humanity, the dog's countenance remaining somewhat canine, her nose still a dog's. But her lips became ruby, and swollen into pouting loveliness. Her now human hands stroked and grabbed at Sasha, pulling the delirious human onto her steel hard dog cock as she thrust it up into her protesting depths. By late afternoon, the couple were ankle deep in cum, with jetting streams of the heavy fluid shooting from Sasha's every orifice. Fifi groaned in guttural heaviness, her pounding pump fucking increasing in intensity and strength, and she began a keening scream as ultimate pleasure flowed out of her into the burning depths of Sasha. Sasha felt the nova of Fifi's dog cock swell into even larger hugeness, then the searing blast of pleasure that swept through her drove her into never-ending screams of agony-orgasm. Both fell into insensate heaps, the huge dog cock pulsing and throbbing deep within her, the head of it in Sasha's gorged throat, traveling through her body. It slowly withdrew, the huge mass of its bulging head retracing its entry path, until Fifi, with a mighty tug of her hips, dislodged it from Sasha's spasming hole with a loud, wet 'Thwock!',and splashes of cum flew.

They lay, each one quivering from the mind-bending pleasure that had been theirs, Sasha's wrecked pussy alternately gaping and clenching in remembered torture of the hugeness that had been driven through it. The heaving ripples running through each set up slow waves of roiling cum, the room flooded with the hot fluid, the amount of it being in the hundreds of gallons. They turned to each other, and kissed. Fifi's splaying canine tongue brushed the smaller human one in burning caress as Sasha hungrily sucked on it. Sasha caressed Fifi's huge tits, tweaking the hardened huge nipples, as she felt Fifi do the same. Sasha felt a strange, hot feeling gather at her crotch; not lust, but close. It increased in heat, seemingly getting heavier by the moment. Fifi looked at her, seeing the frightened look of surprise on the human's face. Sasha felt the pressure within her build, it seemingly centered at her still throbbing clitoris. The feel of Fifi's huge breasts pressing into her own monstrous mammaries seemingly sparking this feeling. She began to writhe as it increased in intensity, clutching at the woman-bitch still kissing her, her hips rotating in a grinding circle then bucking as what felt like internal explosions wracked her. She felt a searing blast of pleasure-agony shooting through her, the pressure exploding into fantastic levels. She groaned, shuddering, as her writhing hips suddenly locked in a forward position, exposing her still clenching mound. Sasha's hips then began the slightest humping motion, as she felt something trying to burst from her belly. There was a moment of searing pain, and then it burst into view.

The tip of a massive cock sprouted from just above her clitoris, and rushed out in a wet slather, the length increasing by the moment. She gasped, her hips still continuing their slight bucking, as her hair whipped about her flailing head. She wailed as the internal combustion in her crotch continued, the wetly gleaming cock slithering from her, its length seeming to uncoil from her belly like some living firehose. It rushed out, and thudded to the floor, Sasha suddenly aware of its weight and size.

She felt a sharp pain, as the meaty length of cock was suddenly joined by two bulging testicles. She felt the weight of the newly emerged balls slap between her legs, the size of like twin rubbery softballs. She wailed again, the scream descending to a guttural grunting as her hips now began to buck uncontrollably. She felt the pressure move down, entering the massive, flaccid flesh lying on the floor between her legs, and the balls' crinkling in response. They slowly filled, the base of it thickening first, then slowly traveling up the length of it in rhythmic jerks, and she felt the full weight of it slowly lift from the floor, arcing downwards under the load of its own mass.

She opened her eyes in unfocused gaze, to see the bitch-woman before her looking hungrily at the rapidly swelling flesh slowly rising between Sasha's legs. Sasha's hands flew to her crotch, feeling the slick cunt, then exploring the massive balls, cupping their hot weight in her hands, then travel on to encompass the girth of the prod now jutting from her as it slowly erected. It now swayed before her, her hands unable to meet around its fantastic diameter, the column still arcing slightly downward as the reddened helmet of its glans lifted skyward. The base was now rock hard, and burning in its heat, and the entire meaty length swiveled from her crotch as her pumping hips drove it into slow, whipping actions. She felt the head bulge into rubbery harness, and then all its length speared upward, rigid. It hardened even further, the veins along its burning length standing in purple relief against its ruddy glow. It seemed to swell yet again, then settled into throbbing heat, a yard long limb extending from her now still cleft, the balls dangling below it swollen with a devastating load of cum.

She moaned as alien desires and sensations filled her. Fifi smiled at her, and kissed her yet again, and she felt her nipples harden into fleshy peaks, her breasts tight as her breathing came faster and shallower. She eyed Fifi's own tool rising into magnificence, its size a match for her own, with the shape differing. She now turned a closer look toward both of the incredible pieces of male-flesh dancing in throbbing need.

Sasha saw her own newly acquired cock was human in form, the rubbery, swollen head the normal helmeted crest of it swelling in pulsing heat. Fifi's was different. The head of the bitch-woman's gigantic pole was flatter, more beveled, with the crest a ridge along its red and shiny head. rest of the mighty column was a pinkish red, wet and glistening about three quarters of its length, there disappearing into a sheath-like covering more naturally flesh colored, it seemingly ready to split with the incredible girth of the thing.

Sasha had been given half of Fifi's energy, the once-dog dumping it into her in the incredible session they had shared. Power till coursed through both of them, the flow still increasing, though at a slower rate. Incredible energies filled them past the bursting point, and they grew at fantastic rate. Each could feel this, and each knew that the other was at equilibrium, no longer receptive to further dumping to rid themselves of the growing pressures between each other.

Fifi spoke first, “We shall surely burst! There is no way to get rid of the rest! We have to fuck to get rid of it, but there's nothing to fuck near enough to us. We don't have time!" She kissed and suckled Sasha's nipples, and Sasha answered.

“There is someone… Something close enough. We could both fuck it, and dump there." She interrupted with a groan, as she felt the flow sharply increase, and at the pressure within growing with Fifi's caressing tongue. Her cock seemed to groan in unison, and strained several inches more. She noted that Fifi's also seemed to tremble and lengthen threateningly.

“We have to hurry, or we're going to explode! Come on, I know where he is!" Sasha leapt to her feet, her mighty prick waving before her. Fifi stood, her dog cock wobbling in slow random jerks. They raced to the door, and tore it off its tracks with ease, their strength boosted with the fantastic energies flowing through their bodies.

---

Part 1, Chapter 3

Percy was bored. His stone collection lay casually piled next to his cot. He wondered where Sasha was now, and if perhaps she would be in later. He really loved that human, who made him feel so potent and virile. He wished Blackjack were here, but smaller, human-sized. He would show that bastard then who was a stud, and who a mare, and after he had ripped the horz open with the size of Percy's shaft up his ass and sprayed his cum down the horz's throat until Blackjack choked and died… Percy felt his horse cock swell in slight tumescence, the thoughts bringing a feeling of pleasure to him. Percy was not at all humanoid, but completely equine in form. He did possess intelligence far above a regular horses, though, and some manipulation capabilities that no normal horse would ever enjoy.

He also had an artistic soul, his collection of the three beautiful stones bringing a sense of joy to him. He gazed at them, their beauty bringing calmness to him. The stones were unusual, and had been found in the mining enclave that had been his home. A sympathetic miner had polished them for him, and they gleamed in the light of the dim room. One was a perfect sphere, fist sized, and an iridescent pale green. It resembled an enormous pearl, but glowed with depths not found in those terran jewels. The second was a pear-shaped stone, slightly larger. It was a fiery red, with tiny flecks of golden fire glinting in its depths. The third was an oval of sky blue, its polishing revealing it to have the refractive qualities of a star sapphire. Each had a chain epoxied to it, thick links of alloy in a gold color. Each also had a smaller companion that was identical to the larger ones in shape and color. They had no intrinsic value on the market, which was why he was allowed to keep them, but were nevertheless quite beautiful to look at.

Sasha felt the weight of the column of burning flesh jutting from between her legs sway heavily with each step. The giant testicles dangling and bobbing in counterpoint to her hip's dance as she stiffly walked down the hallway. Increasingly rhythmic fiery jets of ejaculate would spurt from the pulsing tip to splatter on the ceiling and form puddles on the floor. The energy within her was a nova, an inferno of screaming heat aggressively increasing by the moment. She squinted at Fifi and saw the bitch-woman's face contorted with her own rising heat and power, the spasmic twitching of her large hips wracking her every few moments and sending gouts of cum jetting from her huge dog-flesh. They were now in the North Lab's corridor, and approaching Percy's room. If there had been any other watcher present, they would have seen a beautiful, zaftig woman that stood at least eight foot tall with a hardened erection at least three feet in length jutting upwards and slowly waving in a heavy dance, bouncing off of the woman's huge mammaries. Aside from her great height, the watcher would have noted a fair exaggeration to the woman's proportions, her waist narrower; her hips wider, the legs longer and thighs fuller than a 'normal' woman's. Her shiny black hair cascading down her back stopping at the full, firmly rounded cheeks of her ass. They would also have seen a slightly shorter and fuller version of the woman, only the face having the muzzle-like appearance of a dog, the nose black and shiny and her ears descending from either side of the strange female's head, terminating in the tightly curled fur of a poodle. The dog-woman also had a titanic erection spearing upwards from her crotch, and seemed somehow to be improbably figured than her companion – the hips and breasts larger, the legs heavier, the waist narrower. They would also have noted a tail waving jauntily from the base of her spine, and that it, too, ended in a ball of tightly curled white poodle-hair. Closer observation would find that both cascaded sweat, and something perhaps more disconcerting; that each seemed to be growing steadily by the moment, seeming to glow gently. They were walking quickly towards the north as if they knew a destination beforehand.

Percy was still bored, but a lot calmer now. It was late, but if Sasha was coming back today she would be here in a few minutes. The Horz fantasized; his huge, heavily muscled body on its back, his aching hardness spearing into the female, driving her to wild, frenzied screams of delight, her cries urging him to fuck deeper into her, to drive his hugeness to the hilt up into her belly, and that she couldn't believe the size of his muscles, and how strong and mighty he was, how potent and male he was, and how his mighty stallion body was a delight to worship in its strength and size.

His reverie was disturbed when he heard a crashing sound dimly through the room's inner lock door. Fifi and Sasha now glowed in the dimness of the outer room of the lab, grown to giants, their heads almost grazing the high ceiling. The continuous gushing spurts erupting from their huge cocks emerging in white hot jets, to land on the carpet and smolder. Wisps of steam seemed to emerge from every orifice, as they came closer to overload, their growth unable to keep up with the energy screaming through them, as it flooded and grew through them, each balanced precariously on the very edge of actually exploding. The bio-techs could not have foreseen this, the change that still coursed through each, turning each cell into a mass converter. The altered virus now worked on both, almost, but not quite, complete with its work. Both approached madness in their need to dump energy, their now titanic erections grown huge.

Fifi used her aching dog-flesh to batter down he outer lock door, sending the thick steel door flying to crash against the far wall. Both sensed Percy in the next room, and began a keening moan as they approached the final door, each of their huge organs tensing visibly as ever-increasing floods of ejaculate flowed from them. Sasha sunk her fingers into the door, ripping it from its tracks and tossed it aside. She entered the room, smiling at the promised relief that soon would be hers.

Percy half saw the door open, and turned to see Sasha entering. It took a few moments for the horz to realize what Sasha now was; twelve feet tall, with an impossible prick dancing from her, the pulsating tip aimed at him. A second person entered, slightly shorter than Sasha, and strange looking, but the oddly formed erection waving from its gleaming length no lesser in size. Each seemed to glow, and Percy saw the spattering flow of cum shooting from the gigantic cocks, glowing like molten metal with its heat.

“Hi Percy! Time for another session! I've brought a friend with me this time, and I think this time we're going to do it a bit differently, my lovely little stallion." Percy scrambled up, and tried to run past the two giants, realizing what Sasha meant to do. The horz's mind trembled on the brink of madness, and was filled with terror at the thought of those giant tools entering him. He didn't get far, though, as he felt a hand of incredible strength grab him in an unbreakable grip, and felt the heat of the flesh now surrounding him.

“I'm sorry, Percy, but I have to do this.", came from Sasha, and he felt himself being maneuvered, turned about, and then the screaming heat entering him from his cunt. He gasped, and felt himself go instantly erect in aching hardness, and then felt his small cunt being wrenched open to impossible size, the incredible girth of the tip of the cock being shoved into him sending agony flooding through him as it forced its way into him. The other was positioning itself in front of him, and he felt it grasp his ears, and then the rubbery flesh of its hugeness was pressed against his lips, forcing them apart as he felt gushing floods of cum being forced into his mouth. It felt like molten lead, the viscous fluid of it filling his mouth and bulging his cheeks with the never-ending flow, and felt it slide into his gullet, leaving a trail of searing heat as the impossible flood forced its way into his belly. His jaws were forced open wider and wider, until he felt sure they would be dislocated as the steaming head of the cock worked its way in, stretching his lips further and further. He felt the rictus of agony in his flanks, as the titanic invader behind him entered slowly. He felt heat flowing into him, and he surrendered, his mind entering a state of semi-madness at the incredible sensations now flooding through him.

Sasha rammed her hot tool up into the writhing horz, her only thought to spill the burning load that filled her into its belly. She was in a mindless state, a machine to fuck and fuck until the energies ripping though her eased, planted deep into her unwilling partner's clenching cunt. She felt her head part the tiny hole's lips further apart as she rammed at it, her hips forcing the gushing column deeper into the horz's cunt in irresistible jerks. Her breasts burned, and felt strangely full, as if they were filled to the brim. Her mighty thrusts were having the desired effect, as she felt the head held for a moment, then slide past the constricting sphincter into the depths of Percy's cunt. The mammoth shaft inched deeper, spewing burning cum in jetting floods. She felt the spasming cunt alternately relax and tighten around her shaft, each relaxation allowing a few more inches of it massiveness to penetrate into the horz's steaming interior, battering ever deeper into the liquid depths.

Fifi also battered her tool further down the distended gullet of the horz, the screaming need driving her heaving flanks into ever increasing thrusts. It slowly sank into the gurgling horz's throat, the flow pumping from the swollen head increasing by the moment. She moaned, and felt the flow redouble in amount, the viscous burning fluid pumping along its searing length pooling in the horz's belly, swelling it into rippling obesity. It finally slid in to the hilt, the massive girth distorting the horz's face, and the spraying load backing up and filing his cheeks in ballooning quivers. She felt something else moving in the now bloated belly, and realized that Sasha as well had sunk her shaft to the hilt. The flow of energy carrying fluid seemed to become torrential then, and she began a frenzied, plunging pump-fucking into Percy's mouth, her heaving hips withdrawing several feet of the now slimy dog cock, then ramming it back in to the hilt in rapid-fire thrusts. She felt her now huge balls slap into the horz's chin with each breathtaking plunge, and felt Percy shudder with the incredible amount of ejaculate being pumped into him from either end, to meet in searing heat in the rapidly expanding belly. She peered through slitted eyes at her partners huge breasts bobbling with her own savage thrusts, Sasha's eyes closed tightly as she hurtled though a continuous orgasm, and heard the human's keening, guttural moan of lust through Sasha's lips, lips in a pouting 'O' of lust. Fifi felt the load in her own balls increase dramatically, and she snarled, her hips a blur now as they savagely pumped ever harder and deeper, driving her huge erection ever deeper into the horz. The virus was not quite yet finished. It now worked its changes on three beings, each reacting slightly differently. The energy spilling from Sasha and Fifi into Percy was incredible, and the once slow changes were fantastically sped up. Percy felt himself change, becoming more humanoid by the moment. It was not a male's body he was getting, but female. He was turning rapidly into a she, with only the huge horse cock, swollen to incredible proportions, belying the fact that she was totally female.

Percy felt something snap in her tortured head, the madness changing into something alien and irresistible. Percy died, and a new persona formed. She chose the name Shestallion, and felt the aching flesh buried under her bloated form spurt stinging streams of cum as she came. She felt her breasts grow large, larger and then grow firm, the nipples hardened into hugeness. Sasha and Fifi pumped, almost totally mindless, into the prostrate form between them.

For several hours the endless flood poured from them, filling the now changed horz. Equilibrium was reached, then passed, and all three participants fell into stupified semi-consciousness, each twitching in aftershocks of excruciating pleasure.

Sasha came back to awareness, her huge flesh now flaccid but still sending waves of sweet pleasure shooting through her. She noticed the horz's stones, and picked up the oval blue one. She felt like she was turned inside out, the energy flooding from her into the stone, and she felt the relief of being in balance. She recovered from the momentarily stunning feeling, and looked upon the other two still heaving forms, knowing them to still be building to ultimate release of energy. She tossed each a stone, the red going to the horz, the green to the gasping canine. She watched each spasm and shudder, and then relax into calm. She felt the energy still increasing in her, but at an almost comfortable rate. Still, the remaining excess would have to be dumped somewhere. She took the now glowing stone and placed it around her neck, feeling the power that had been siphoned into it still ready for use, but now controlled.

The three each now had the equivalent of tons of matter stored within them as energy. Each would have been able to power a large planet for decades, the levels coursing through each dwarfing the gravitic generator's output into insignificance. Sasha felt it flowing within her, still increasing, and knew that her companions in the room felt the same. She looked over at the altered Percy, the horz now humanoid and female in form, with huge, firm breasts heaving as he… She panted and gasped. Sasha judged the trio to average about ten feet in height, she being the tallest, Fifi the most curvacious, and Percy the most well hung.

Fifi slowly recovered, and moaned in remembrance at the screaming pleasure that had ripped through her a few minutes before. She too took her now shining stone and placed it around her neck. She saw the horz do the same. Fifi rolled onto her hands and knees, her breasts dangling, the now flaccid dog cock's head touching the floor. She felt the power growing as well, and knew what had to be done.

Shestallion, formerly Percy, was still feeling the incredible sensation of change blasting through her. She had finally given herself to the hot rage that had been buried, betrayed by the loved human, Sasha, who had not merely used her as a filly, but had forcibly altered her into female. She swore vengeance upon both of her heaving companions, but later, after this energy had been gotten rid of. She would rule as a Stallion yet, mastering these two and making them slaves to her all-conquering lust. But first she must gain control of herself.

Unseen by any of them, in the outer room of the lab, two cages containing the only other living animals had been splashed by the gouts of ejaculate that had flooded the room a short time ago. A cat and a rabbit now lay deep in the corners of their cages, twitching and feverish as changes coursed through them.

Thus was born the five races of Mall. The three; Human, Canid, and Horz, would be the races of power, ruled by their Queens; Sasha, Fifi, and Shestallion. The two subject races; Cat and Bunny, living in the areas between them, to be used by the Races of Power as slaves and servants and hated them as cruel masters. But that was in the future.

Shestallion was the first to rise unsteadily to her feet, and begin a stumbling walk out of the lab. Fifi and Sasha followed close behind, all three filled with a dreadful purpose. The head of security for the Nymph's labs was herself a Nymph, a petite, pert girl dressed in the environmental suit and helmet of a guard. She felt a tremor run through the complex, as something of incredible power caused the entire building to shake. Alarms flashed and hooted, showing that the bio-lock leading to the genetic-alteration labs had been breached. She followed standard procedure, alerting the planet's authorities of a possible escape of altered animals and of the possible bombing by terrorists that had taken place. Other alarms went off, and the sensor and comm links started to tell of something terrible going on down there, with hasty entreaties for help being cut off in terrifying screams. She knew that whatever terrorist group was doing this would not get far as she hit switches closing the containment doors throughout the complex, and vowed that if one person was injured or killed at their hands, they would never make it to trial. She dispatched several squads of guards armed with heavy stunners. She ordered the guard technician to take over and continue to co-ordinate the groups now headed toward the center of the situation, and headed out to see for herself what was going on. She paused only a moment to strap one of the few blasters on planet to her hips and then jogged quickly to the elevators.

Shestallion was having the time of her life. The Nymphs and females scattered throughout the complex ran in terror before her, the blast doors preventing their escape. With her energy at this level she had no problem bashing down any doors or other obstacles before her as she relentlessly sought new targets for her all consuming lust. Her nipples had swollen and hardened into twin cocks, and her tongue bloated from her wide-stretched jaws, each a mighty, spurting cock in itself. Three, four of the screaming Nymphs hung from their gushing length, bloating with the endless flood of hot cum that gushed from each. She would fill one, then drop the bloated form, seeking another to ram that particular flesh into. She spied an especially attractive beauty, and groaned, knowing that this one would be the one for special treatment. The cowering, screaming Nymph huddled in the corner, looking up at the monstrous form advancing upon her with terror widened eyes, as the mighty hot column of her flesh, spurting steaming streams of cum, aimed at her, then was being buried in her depths, the flow of the ejaculate assuming incredible amounts. Thus the first of many of the race of Horz was created.

Sasha and Fifi also rampaged through the many choice targets, Fifi's all-conquering dog cock spewing its load into dozens, converting them in turn to a Canid. Sasha was more discerning, picking and choosing, converting some to merely slaves, others she gave the gift of her energy. The lower levels were filled with the groans of the already conquered, and the scrams of those that sought escape. The blast doors may have kept the humans and Nymphs from exiting, but each of the Three had little problems bashing them out of their way. A pattern was set that day, which would shape the social structure of Mall for centuries to come.

Fifi merely grabbed whatever she could bury her flesh into, converting all she met into Canids. Sasha chose to be a little more selective, merely fucking what she could, and saving special treatment for certain beauties, giving them something more; the ability to also go forth and convert others, as they were filled with some small portion of Sasha's incredible energy. Shestallion, on the other hand, was even more discerning, picking the females she would gift with utmost care, then turning them into almost a full copy of herself. Mall would ever more be run under this system; Fifi would have the most converts, the Canid race being the most numerous, but the individual members being the least powerful. Fifi would have to gift each as needed the power of the Cock. Sasha would have about half the subjects in number, but would have deputies, each bearing the Gift of Cock and Energy, and requiring to submit to her infrequently to maintain those gifts. Shestallion would have few subjects, but each would have almost as much power to a precarious degree as She herself had. They would be almost unstoppable as individuals, but they would be very few in number. The three had no problem with the guards, their energies holding them immune to any puny stunner, and even the ravening heat of the blaster was a mere wash of warmth to them.

The guard captain fell to Fifi, almost blown apart at the seams as the dog-woman wildly fucked her and thundered the overwhelming gout of cum into her flailing body. Eventually the entire complex was gone through, all having felt one or the other's flesh in them. The Three broke out, and continued their rampage, Sasha heading West, Fifi East, and Shestallion North, spreading both their influence and terror before them.

Mall began evacuations, thousands of the million fleeing in terror at the mysterious happenings occurring. Confusion as to what was actually happening was universal, with some sort of biohazard escaping from GeneTech being the most popular choice as to what was doing this. The exodus was halted three days later, as Fifi entered the main transport station, still engaged in her campaign and tireless in her efforts. The last few technicians in the control and power centers used their escape systems two days later, effectively sealing the small planet off. Within a month, the entire planet's population was under the domination of the Three, the Queen's servants and nobles capturing what few untouched people remained. All fell before them, minds and bodies blasted into oblivion as they suffered the change conferred upon them by the lust-ridden queens.

Finally, two months later, not a single individual was not controlled or changed by them, their endless fucking now eased. Mall went through a peaceful interlude, the Queens taking up residence in castles the 'bots built, each having a third of the single continent to rule over. The virus finally ended, nothing left to do, and the Queens slipped into sybaritic lives, none daring say no to them. This period lasted ten years.

Shestallion remembered her vow quite well, and felt that she now had enough subjects and power to put her plans into action. Hordes of the horz swept out of the north, raiding the other Queen's lands. Fifi's rule suffered the most, as each of her soldiers had to be prepared personally by her. Sasha also was sent into reeling retreat, the individual nobles no match for the mighty horz. Subjugation of an individual was through fucking her, sending a jolt of energy into her along with the ever-flooding cum. A single bout with a horz was more than enough to enslave a canid, and even the Human nobles could be easily gang-fucked, converting them into new Horzs. Fifi was losing ground steadily, the Horz fucking the helpless crowds of Canids into submission. Sasha fared better, stabilizing by throwing vast numbers of Nobles and Guards into the fray, overwhelming the individual horz by having groups of them fuck the horz continuously until it was converted to a Noble human, and bound to Sasha.

The War lasted a century, the number changing constantly as one side of the other gained the needed overwhelming numbers. The Energy was a constant, though. It would be stretched thin with the greater numbers, dispersed though the ranks. Which is what led to Shestallions downfall. A horz was almost a Queen in itself, and required huge amounts of energy-cum to create. She had hordes now, victory almost certain. However, Sasha and Fifi entered the fray themselves, flying the single still functioning floater to She's castle with a band of their most potent Guards. Shestallion had overextended her personal energies, and She herself was fucked into submission by the other two of the Three and their Guards. She was imprisoned, and with no enervating flow from her, her subjects were tracked down and converted until only small bands remained as raiders in the mountains to the north. Now Sasha and Fifi squabbled over turf, in a friendly battle. They agreed their bond was too strong to actually fight between themselves, but the war they had just waged had enervated and delighted them, so it would continue, in a more manageable way, to be fought in mutual amusement.

The subject races, Cat and Bunny, were subjugated and enslaved as exotic sex toys for both race's nobles. The pattern was still in place, Sasha having more potent individuals, with Fifi having few Guards or Nobles, but great numbers of subjects. This is the state of things that Kuppis would walk into, landing in an area controlled by Sasha The Great, Most Potent and Beautiful of the Humans.

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Part 1, Chapter 4

Cupcake finally drew near to the building's exit, the large room not as clean as the hallway she had passed through. The counters that had served to dispense passes to travelers, the luggage handling areas, and the rows of chairs that had been for the comfort of waiting people were overturned, and in disarray. Papers, yellow and faded with age, littered the floor and there were notices, tattered and barely legible, hanging from the walls. Numbered signs that looked to have been hastily painted and tacked into place overhung each hallway entrance.

Cupcake thought, 'The evacuation must have been rushed and confused'. There were signs of struggles, here and there the benches and seats had been bent, or even ripped apart, as if some giant had torn them in half. She scanned the room carefully with the sensors. She noted that the carpeting was stained even though there was no evidence of environmental leaks. The notices were not much help in determining what had happened. They concerned the evacuation and the procedures to be followed, but said nothing about the cause of the mad scramble off-planet…

She examined the doors, great pseudo-wood things with old-fashioned hinges and saw they were still sealed, but strangely bulged towards the center, as if a battering ram had bashed them open. The sensors were not the most powerful, and certainly not long range like the ship's set, but they told a confusing tale when Cupcake passed them over the large splotches discoloring the carpet. She looked out of the two windows flanking the door, the Plast still clear, and clean on the inside, but streaky and clouded on the outside. The view was clear enough, showing the cracked and crumbled pathway leading to the building, and that the 'sun' was high. The weather was clear, and a thermal read showed the temperature to be balmy with only middling humidity. Mall's artificial nature had been apparent from space, the climate one of almost exclusive temperate weather, with only the mountains to the north and the single great peninsula showing any sign of extremes. The Mountains were colder, the highest peaks actually having snow, and had been famous for the skiing there. The Peninsula was tropical, its entire perimeter curving into thousands of miles of white, sandy beaches, each curve enclosing another bay or inlet. It was 'summer' here, as far as extremes went, the temperature varying only by a matter of a few degrees. The foliage outside was lush, a forest now where neat rows of trim park had been.

Cupcake decided to exit while it was still morning here, so she'd have plenty of time to explore before night. Tonight she would investigate the building more thoroughly, but now was a chance to perhaps find some clue as to what had caused Mall's hasty abandonment. Kuppis did not know it, but not a mile from her lay the castle of Sasha the Beautiful, Most Mighty Queen of the Human, and who was at this moment being in a snit. Her captain of the guard, a Canid she had conquered long ago, and who she had gifted with the power of Energy and Cock, had brought her news of a settlement in the north that had suffered a raid by the bandit horz. Two new horz were now numbered among that band, the two minor nobles having been gang-fucked by the entire gang into hugeness. One horz had been captured, the squad of guards swarming over her and raping her, allowing the horz to empty herself into a screaming Nymph in over-stimulation. The squad was almost depleted in the simple capture, and barely able to keep their captive under control. One had even sacrificed herself to keeping the horz drained during the trip, the reaction of two gifted with Energy fucking had sent the guard into near frenzy and madness as the sudden load of horz's cum had overloaded the guard, and it took the continuous attentions of a dozen nymphs to keep the guard from going on a rampage. That one would be elevated to minor nobility for her sacrifice, but now Sasha herself would have to attend to the horz. She had thought to bury herself in privacy today, all nobles and guards having been anointed long ago this season, and the promising allure of that new Cat had filled her with thoughts of simple sex and hours of pleasure, perhaps even allowing her to be fully female for a time. This would have to be attended to immediately, however, and the Cat would have to wait for another day. She allowed the power to grow, and she herself grew, from her five foot eight to a full ten feet. Her cock expanded, hardening into a jutting column, but she held it to reasonable size, only a yard in length.

She motioned to the Captain, and the horz was brought in. The horz was huge, standing almost as tall as Sasha herself. Her hands were bound behind her, causing the huge breasts to thrust out more in challenge than in surrender. She was blonde, the tail and mane a golden shimmer, and she wore a dark brown leather loincloth. The horz was encrusted in simple jewelry, and her hair was braided. She was broad of hip, and well muscled, athletic. Sasha looked her over. Perhaps this would not be as unpleasant as she had first thought. “Horz, what is your name?" Asked Sasha.

“My name is Goldenmane, she-bitch, and I'm more than your puny little humans can handle! I've fucked many a human, and you'll feel me inside your ass yet, you impotent bitch!"

“Goldenmane, know that you address Sasha. The ass that feels cock today shall not be mine, I guarantee. You shall perhaps taste me, foolish horz, and in ways that are not pleasant."

The horz's look of defiance was replaced with one of terror. Human nobles she had conquered, even one high noble had felt her flesh. But this was one of the Three, awful in power and potency. Still, this was a human.

“P-perhaps I shall, O queen, but I think thou would prefer me to use you, as all knows the human is a weak race, only the Canid being more flaccid." said the horz, staring in defiance. The horz grew erect, the flap of the loincloth pushed aside, and the great rigid flesh grew to awesome size. It dribbled cum from the tip, the spattering fluid sounding loud as it struck the polished floor. “O Queen, know that this would be yours, to fuck your dainty little ass till you screamed." The huge horse cock gouted, the jet arcing through the air, and landing with a loud splashing rush at Sasha's feet. 'Ah,' thought Sasha, perhaps today won't be uninteresting after all.

“Goldenmane, for that insult you shall feel my wrath." Sasha unleashed more of the limitless energy within, allowing it to flow. Her great cock jerked, then grew into hugeness, then it was gigantic. Still it grew, until it was a titanic mass of purplish flesh, waving in slow, rhythmic bounces, aimed at the horz. The veins along its length standing out in sharp relief from the ruddy hardness of the shaft, the head congested and bloated, pulsing slowly. It massed as much as the rest of Sasha, who stood with hands on hip, smiling at the now terrified horz.

“You've shown me your flow of cum, Goldenmane, so it is only fair you see mine. Guards, chain her to the floor." The guards raised an eyebolt from the floor, and lengths of chain were attached to the quivering horz's bounds, fixing her firmly from any escape. “Now that you are comfortable, it is my turn to show you what my flesh can do. Yours was sizable; let us see what I can do." A thrumming sound was heard, the great mass of Sasha's cock now vibrating. The head pulsed in ever more energetic pumps, and ripples, then waves, ran along the titanic shaft. Small gushes of cum spouted from the tip, promising a flood to follow. The guards withdrew as Sasha moaned at the increasing pleasure filling her. Her testicles swelled, growing till they thudded into the floor, continuing to grow until the twin spheres were five foot in diameter. Sasha's hips started bucking in wild, hunching thrusts, and the mass before her swelled yet again, trembling, the head flaring into hugeness. Then Sasha grunted, moaned, and locked into trembling rigidity, and the flood started.

The stream of cum was like a steel bar, so great was the pressure. It struck the horz, and erupted into a spray as it met her flesh. The horz felt her own cock bloom into counter-pumping, and felt the heat of the sticky fluid enter her. The impossible gouts the cum gushing into her would ease, then resume in intensity, driving her to her knees, then forcing her backwards until she was at the limits of her bonds. It now thundered over her, the main jet of it striking between her legs, forcing them apart with the intensity and pressure of the flow. She felt herself filling, swelling with the hot cum, and this was only a minuscule part of the unbelievable flow, a droplet in a river. She felt like she was seated upon some incredible pillow as she felt the flow of it ripple her hindquarters in the current. And then it eased, the heavy jets of each ejaculation now distinct rather than one overwhelming flood. She felt the weight of it strike her, like hot oil from a large tub, dashing against her. It stopped, and the horz groaned with the load her swollen belly now held. She rocked from side to side, her distended abdomen sloshing, with the pain wracking her. The room drained quickly, the deep pool of cum spilling along channels designed for this very purpose. The floor was soon dry, the sole occupant the horz rocking with the pain in her monstrously swollen, gurgling belly. The horz's cock became erect again, a serpent rising with infinite slowness, until the head pointed at the ceiling. It quivered, the turgid flesh now hard as diamonds, and then with a piercing, shrieking scream, the horz came, sending a fountaining stream to strike the high ceiling with the dull rattle of water drumming against sheet metal. The huge horse cock then deflated with alarming suddenness, the meaty weight of it thudding to the floor.

The horz had just had an orgasm of such intensity that all rational thought had been exploded out of her. She heaved and bucked, the aftermath of that experience causing her to thrash frenziedly on the floor, grunting and moaning as the pleasure she had felt drove her to mindlessness. She looked up at the looming form standing over her.

“Now, Goldenmane, my fine filly, we shall see who it is that has cock rammed in their ass."

The horz felt the incredible heat of the rubbery head, gigantic, impossibly huge, butting her ass insistently, each jolting ram becoming harder. The pressure on her was incredible, and then the white pain as the thing entered her splitting asshole drove her to scream with madness. She felt it swell, and then the first spearing gush of the incredible flood to come blasted into her.

Cupcake figured the locking mechanism out quite easily. It was simple, and seemed to be more for decorative purposes than for any security. The door was very heavy, massive, and she had to strain a bit to swing it wide enough for her to exit. The day was balmy, warm and pleasant, a gently breeze from the east rustling the foliage. The walk she stood upon was cracked in an unusual pattern, the duracrete showing signs of something smashing into it in a regular, alternating pattern. Cupcake felt a momentary flush of nervousness as it looked like something of incredible weight and mass had walked down it, something with a walking pace of sixteen feet per step. If that thing was still alive and running about loose, she hoped it was not carnivorous. She examined the door from the outside. In the center, between the twin doors, it looked like an old fashioned wrecking ball had struck it, something round, about a yard in diameter. She looked around carefully, then used her binocs to scan the field to the west, swinging them in careful scan to the east. There, just over a mile away, was another structure. She could only see the top of it, the trees blocking any direct view, but the look was one of, of all things, a medieval castle, or at least a fairytale one. It gleamed in soft blue tones, and pennants flew from pylons atop each of the turreted garrets she could see. The pennants were white, rectangular, and had a light blue circle in the center. The trailing end was fringed, she saw as she cranked up the magnification, in a regular square pattern. Considering what this place had been, it was probably either an old amusement park or hotel done in a historical theme. Since the pennants flew, it meant maintenance was still going on, probably robotic, and would most likely have accommodations still functioning. It might be a better base of operations than the bare floor of the Transport building.

She would approach carefully, just in case old Bigfoot or its children was still walking around. Cupcake walked through the woods, surprisingly finding well-worn trails through it. The woods were almost forest, with scant scrub or shrubbery growing from its floor. Several hundred years had changed things considerably, she thought. She did have a sort of map, the scan the ship had made during several orbits, but she had only vague information to compare the current with the past condition. The Transport building had several maps, but they had been the static variety, and not at all detailed. They had shown the locations of centers of interest only, the intervening land a friendly but mysterious blank. The trees had not mutated at all, nor had the ecosphere deteriorated at all in all this time. There was no indication among the fauna or flora of any bacterial or viral episode, and the scanty reports that were still in existence had indicated something different. The last signal anyone had heard from mall and that had survived through the time since then had been an alert about terrorist action in some bio lab, and the possible release of genetically altered animals. Perhaps they had been building dinosaurs, which had terrorized the population. The ship had not sensed anything big enough to make those footsteps she had seen, and she trusted its sensitivity that far at least. If there were any surviving dangerous animals running around loose, they would not be too much bigger than an elephant.

The Captain, who was called Rashael the Large, had been blasted into being a Canid by Fifi long ago. During the War, she had been slaved to the Horz, and then recovered by Sasha's forces soon after. She had been allowed to retain her canid form, but had been gifted by Sasha with Cock and Energy when she had proved herself to be an able warrior, working her way up the chain of command until she was captain of Sasha's Elite Guards. She still remembered the final battle with Shestallion and the sacrifice she had made, surrendering herself to the Queen Horz's battering ram and the months of maddened sexual frenzy she had suffered afterwards. She was tall, standing six foot three, long legs tapering up to wide hips and rounded ass, her torso small in comparison. Her boobs were twin melons displaying incredible cleavage, and firm, the nipples hidden under her uniform poking through the duracloth and showing them to be large. Her head sat atop a long, graceful neck, and was covered in long black hair. Her face was Canid, with luscious lips pouting slightly and it showed a look of annoyance. She hated these patrols while the Queen was busy with a subject. She had left the audience chamber just as Sasha was getting down to serious fucking, the screams of the captive horz still fresh in her mind. The horz had been stupidly insulting, and Rashael doubted very much that it would be enjoying the resulting wrath of the Queen. She decided to check the woods to the west. Some months ago, they had found a Canid raiding party there, the bloated and gross form of a Carrier of Energy giving them away when it had spontaneously ejaculated, the load it carried too much for it to control. She remembered the skirmish quite well, and had dealt with the carrier herself, incorporating the energy burden it had carried into herself. She had nearly gone into overload, and only the frenzied pump-fucking of the nearest nymph had prevented her from going into total frenzy. Sasha had rewarded her for that battle with several days with a Bunny, and she had made the best of that pleasure. She entered the wood, following one of the many well worn paths that wended through it. She went silently through it stillness, fully alert to any possible ambush or hidden skirmishers that may have lurked in its depths. She wished that something would happen, the regular patrols this close to the castle were so incredibly boring. Something did; she heard someone's careful steps farther along the path.

Cupcake sauntered along the path, the scanners busily checking for any large life forms in the area. She had decided that whatever had caused Mall to be abandoned had long ago died off. Probably neutered war-creatures of some sort had escaped, turned loose by some crazy band of terrorists. That fit with the sketchy information, and would most likely have produced the panicked exodus from Mall, and the Military's reluctance to just have done and fry the place. Bio-alterations were one of the 'lost' technologies, and some pretty scary stories of what could be done with manufactured creatures were widespread. Mall did not seem to be the place for their creation, which would have made it perfect for high security projects of that sort. She figured she had nothing to worry about other than tagging promising locations, and she would later relay her findings to the ship.

It was then that Rashael stepped out of concealment and grabbed her.

“Who are you!? What are you doing here?!" came the snarled question.

Cupcake was frightened out of her skin, so sudden and unexpected was the persons appearance. There had been survivors! Cupcake couldn't get a good look at the person, but whoever it was was definitely female, as the size of the breasts flattened against her back proved. The arm around her throat loosened a bit, holding her but no longer choking. Whoever this woman was, she was tall and very strong.

“Tell me who you are, and what you're doing here, bitch, or you'll taste cock, that I promise!"

“I-I'm Cupcake, a researcher! I didn't know that anyone was left here! I thought everyone had either escaped or was killed!"

Rashael sensed no energy from this one. It was strange. This girl was slim and much taller than any of the Nymphs, but smaller than any soldier of Noble. She noted the strange uniform her captive wore, and the devices hung from her belt. Could it be that this one was a traveler from the legendary other worlds? Rashael felt a strange excitement stirring in her.

“What is your name, and what business do you have here, girl? Speak the truth, or you'll feel me in ways that are most unpleasant!"

Cupcake spoke, telling Rashael about her mission. The pressure on her throat eased with each passing minute. Rashael asked several questions, some about the state of things Out There, others concerning Cupcake herself. Rashael decided that Cupcake was indeed a visitor, the first in centuries, and had also never felt the touch of a Queen. She was filled with an excitement, and felt herself stirring. An untouched female! This was indeed a wonder. She felt her dog cock slowly erect, the excitement she felt driving it to hardness. It was not the full splendor it was capable of, but the size for pleasure-sex. Cupcake felt the thing prodding her in her lower back, and could feel the warmth coming through her suit. What could it be?

The voice, the breasts pressing heavily against her, the shape of the arm and the shape of the form that had surprised her all said female, but the thing resting against her spine said Male, and a great deal of it. The arm withdrew from around her throat, and she felt a powerful hand encircle her upper arm. She turned to see who her captor was. She gasped.

Her captor was not entirely human. The face was almost entirely human, but the jaw and nose formed a short muzzle, and the nose itself was that of a large dogs; black and wet looking. Her ears poked through the long black hair, placed higher then a humans and coming to a point. It was as if someone had taken a very lovely woman's face and stirred just a touch of a dog's in. The lips of the woman were large, and the teeth looked normal, being exposed in a grin. The eyes were brown and large, but looked hard. She was tall as Cupcake looked up at her. Her relatively small chest was endowed by large breasts, each watermelon sized globe being pressed against the other by the brief halter she wore. The halter consisted of two triangular pieces of leather-like duracloth and a series of straps bound to it with shiny silver rings. The upper straps ran to a collar-strap which was buckled around her neck, and the twin pieces of black duracloth were connected by a larger ring. Cupcake's shocked gaze traveled past the jutting globes, and saw the huge column of the penis, the head almost touching the undersides of the juddering mammaries. The size of the thing would have made the most well-endowed male envious. She saw that the stomach behind it was smoothly muscled. Tearing her gaze from the throbbing monster penis, she saw that her captors hips were very large, smoothly rounded thighs leading to long legs that wore calf length boots. There was something odd about the proportions there. The huge member emerged from a slit in the front of a brief bikini-like bottom, which matched the halter in that it was bound with straps attached with silver rings. The long arms wore bracelets around the wrists. Cupcake felt her gaze continually drawn to the threatening hardness aimed directly at her. Rashael noticed where Cupcake's eyes kept lingering.

“No fear, little one. That may perhaps be for you later, when you have seen the Queen. I am bound too well to duty, but would surely enjoy having you right this moment. This.", Rachael chuckled, flicking the engorged penis and sending it into gyrating dance, “means that you are very attractive to me. See how it grows! You are indeed a pretty morsel, and I'm sure entering any of your holes would be a most welcome pleasure, indeed! But that is perhaps for later. You shall be seeing the Queen very shortly, my dainty tidbit, and we shall see what can be arranged afterwards. Come now, we're off to the castle. Sasha the Great will most likely be in a pleasant mood by now, as I last saw her having a very good time with a horz."

Cupcake was dragged in a shambling trot, as her large captor pulled her towards where the building was, the dog-woman's pace hard to keep up with. For the next few minutes, Cupcake had the entrancing view of Rashael's rotating hips and globular ass, the tail jutting from the base of her spine wagging in counterpoint. The column of her erect penis would swing into view every now and then, swaying heavily, and Cupcake could see the firm breasts ripple and jounce with each step. The dog woman sent conflicting feelings though her. Cupcake was brought up bi, but leaned heavily toward having males as sex partners. This giantess was attractive, exotic, male and female both. And very strong to boot, she thought, as she trotted behind her captor, trying to keep up. The Castle was large, made up of a complex of buildings. As they entered the courtyard, Cupcake spied a great many people bent to a variety of tasks. Most of them were short, pert girls, rounded in build, and shorter than her. Others were close to her captor's stature, lushly built on a slim, long frame. Most looked totally human. She noted that many wore the same outfit as her captor, but some wore a large variety of clothing, almost all seeming to be something more fitted to bedroom wear, a few being decorative but utilitarian in form.

As they neared what looked to be their destination building, the large doors opened, and a group of the black clad tall women exited. They were supporting a truly huge form between them as it staggered and moaned. It looked like someone had pulled the same facial trick with the staggering stranger, only using a horse as a model. The figure was strongly built, and much larger than the women attending it. It must have stood at least ten foot tall. What shocked Cupcake the most was the incredible rod of horse cock jutting from its crotch. If her captor's erection was huge, this was titanic! It must have been at least five feet in length, and thick, the tapered shaft being at least the diameter of Cupcake's waist at the base.

One of the attendants beckoned to one of the short girls, commanding her to draw closer. Cupcake couldn't make out the exchange between them, but the shorter one bowed, then practically leapt for joy. She knelt then, then bent over till her chest lay on the ground. She grabbed each of her fleshy asscheeks, and pulled the wide, all the time looking over her shoulder. The attendant directed the rest of her group, and the stumbling horse-woman was turned to face the prostrate girl. The horse-woman's demeanor changed instantly at first sight of the small figure before her. She seemed to toss the attendants aside, and strode over to the trembling figure, her bearing almost regal. Cupcake gasped, as the great mass of the horse-woman hunched, and the huge tip of the titanic horse cock slammed into the girls rear. The horse-woman extended her arms, her hips quaking and thrusting the huge cock at the girl, and grabbed her intended target's hips. Cupcake gave a small scream as she saw the massive head of the thing force its way into the girl's cunt, the belly of the now screaming girl rippling into swollen pseudo-pregnancy with the size of thing reaming her. The horse-woman grunted, her bucking hips gyrating and forcing the thing deeper into the belly of the girl. Cupcake could see the progress of the head clearly as it battered its way inside. The girl was now off the ground completely, the giant form of the horse-woman crouched and hunched, the stupendous shaft aimed upwards now. Cupcake saw the bulbous head distorted shape slowly work its way though the girl, and the girl's scream rattle off into a gurgle as it reached her throat. Why the girl has not been burst and split in half, Cupcake couldn't know.

Her companion had halted to watch the spectacle, and smiled at the scene. The horse-woman's hunching became increasingly more forceful, and cupcake saw the splitting cheeks of the girl's face distend with the huge head of the gigantic cock. The head was forcing the girl's lips apart, and soon it emerged into view, swollen and red. Something strange was happening to the girl. She was, as Cupcake watched in horrified silence, growing, and the head was soon once again inside her rippling body. Cupcake heard the horse-woman's moans change to heavy grunts, and then the girls body expanded in throbbing spurts, as if someone was pumping her up, balloon like, with water. The once small tits blossomed into huge spheres, and the belly of her swelled, sloshing into rotundity. Great streams of milky fluid shot from her mouth in regular, rushing bursts. The Horse woman's frenzied pumping hips froze into tremoring stiffness, and then both were falling to the ground. There was a rushing wet sound, and Cupcake saw that the sloshing form of the girl was seemingly going through a series of internal explosions. The girl crawled forward, the rapidly deflating but still immense horse cock slowly emerging from her depths. A keening moan emerged from the heaving girl as the incredible length of the flaccid organ wetly exited her. When she had pulled her body off it entirely, her own hips started an uncontrollable hunching. There was a wet rush, and Cupcake saw something emerge from between the now huge girl's legs. It slithered out and thudded against the ground. It was an immense penis. The crowded courtyard erupted into loud cheers and applause.

“Ah, that was very well done, indeed!", said Cupcake's companion before continuing, “Millithra has long deserved to be be gifted with Cock, and using a conquered enemy to deliver it was clever as well! The Queen must indeed be in good humor today. Millithra, may your conquests be many, and your fuckings a pleasure!"

Cupcake was shocked speechless. The panting form of the horse-woman was helped to her feet, and the group once again bore the staggering creature off to somewhere else. The girl was standing now, her naked figure one closely matching Rashael's in endowment, only the penis hung slackly down to her knees. Cupcake was amazed as it seemed to be reeled inside the now giant girl, the girl smiling widely and seemingly admiring her now huge breasts, cupping their firm weight, and running fingertips over the large nipples.

“Come, now, Cupcake. The Queen will be most interested in meeting you. Oh, and before I forget, most dainty and beauteous one," continued Rashael, “my name is Rashael, Captain of the Queen's Guards. Remember that, for we might meet again under more pleasant circumstance." Rashael swiveled her hips, and Cupcake felt the meaty weight of her erection thud into her left breast. “And know that I would love that meeting, my most pretty prisoner. I have had both the most exotic and the most powerful, but I find you the most attractive."

Cupcake was drawn close to the Amazonian female, and felt Rashael, bend down, and her ass cupped in lusty embrace. Then Rashael kissed her, and Cupcake was surprised at the feelings it engendered in her as she involuntarily returned the kiss, their tongues sliding together in hot, velvet play. They resumed their travel, and soon passed through the still open doors.

---

Part 1, Chapter 5

The antechamber was a large, brightly lit room. More of the Amazonian women were here, as well as a few gaudily dressed versions. The small girls scurried about, busy at many tasks and seemingly endless in variation. Now that Cupcake could see the giantesses up close, they too revealed an endless variety. She gasped, shocked, as she saw one of them, this one with a long blonde ponytail, pistoning into a spread-eagle girl in one of the many alcoves. She looked about, her companion speaking to another Guard in hushed whisper. Most of the numerous alcoves were populated. Each contained either a guard or one of the colorful women, and each had at least on of the small girls in it as well. She peered into the closest, and saw that there were two of the giants there, one bent over and the other sliding her huge erection slowly back and forth in the supine one's ass.

Cupcake's gaze traveled down to the rounded ass of the top woman, watching it ripple into firmness with each long stroke. A movement beneath the bottom woman's stomach caught her eye. She gasped. The throbbing mass of the one being fucked was lying atop a huge phallus, the thing at least twice her mass, its girth at least a yard in diameter. Cupcake followed the incredible cock's length, and saw the head of it, huge, flaring and receding.

The woman began to pant, then moan, and was soon uttering a grunting series of birdlike cries at what must be the incredible feeling rushing through her now writhing body. Her monstrous phallus swelled visibly, the head now flaring in powerful, shuddering beat. Her torso flailed, and she uttered a muffled scream, her teeth clenched tight. Cupcake watched as the mass she rode shuddered more powerfully, and saw the strong ripples coursing down its impossible length. The woman froze into trembling stiffness, her asscheeks flexing in sympathetic motion with the regular pulsing throbs of the gigantic organ. Cupcake heard what sounded like water rushing through a pipe under high pressure, and then the sound of a waterfall. She gaped as she saw a powerful column of what had to be cum gush from the head's tip, the flow like a firehose in strength. It would ebb, and then resume in powerful flow. Rashael pulled her away before she could see what happened next, the sound of the gushing cum still heard as they moved off.

The last alcove she saw was filled with a single of the giants, and four of the girls. Cupcake saw something that almost caused her fright to grow into full, panicked terror. The Noble's breasts were huge and glistening in the alcove's dim light, and ended in nipples distorted into thick columns of flesh. They were at least as thick as Cupcake's arm. Each of the fleshy columns disappeared into the gaping cunt of a nymph, the breasts pulsating and pistoning each of them in and out. Her cock was rammed down the gullet of another nymph which knelt before her. Her jaws gaped in dimensions that reminded Cupcake of a snake swallowing a rabbit, and a pinkly wet python of a tongue emerged from between her redly shining, stretched lips to burrow into the depths of a writhing nymph's ass. It was a nightmare. Something had altered the population of Mall into bizarre sex beasts. She imagined the panic as it spread, probably from the unknown beast that had escaped the bio-labs. The thing Cupcake couldn't imagine was how these changes had been worked, and the things she had seen were all but impossible; huge cocks disappearing into a giants belly, a Nymph stretched to impossible limits, the tongue and nipples transformed into massive cocks. These things were impossible even in the records of before the War, when the full mastery of genetic alteration was known.

She did not know of the altered virus. It had worked its changes on all, turning each cell into an accumulator of energy, and a mass converter. Each of the inhabitants had literally tons of potential mass stored within them as energy. The Queens were the generators, though, gathering energy from anything and everything. Pump the individual's energy levels high enough and they became capable of impossible feats, able to alter their makeup almost at will, altering shape and size at whim. The Queen's subjects had been bent to the Queen's visions, each also being able to convert and shape their mass, but forced into using subconscious urges to do so. They were also limited in pattern, the original having been set long ago by the Queens. They could only contain so much energy at one time, going into overload if too much was present. The pattern called for gathering and dumping of energy in a sexual way, so they had to fuck and be fucked. One could maintain the level easily, fucking one of less energy. One could also warp the lesser to one's will and pleasure by shaping that flow of energy. Even the Queens themselves did not know the mechanism though which these incredible powers operated.

Cupcake was pulled along, Rashael stopping to talk to the occasional giant. Cupcake noted the piercing stares directed at her, and saw more than one giantess licking her lips. She had stared, shocked, as one of them, a true giant in flowing diaphanous robes, had suddenly unreeled a huge cock. It had rushed out with a wet, slithering sound, the meaty thickness of it truly impressive as it dangled almost to the floor. She had seen the nipples hardening into gross hugeness. She realized that the Nymphs may be able to withstand the assault of something that large, but even the smallest of those monsters would rip her in two with a single thrust. Rashael's jaunty erection was small in comparison, and she asked the Captain about it.

“Ah, I keep it small, little one. I could have the mightiest bar the Queen's, but this size", she playfully flicked the throbbing organ, “Indicates more love than lust. I've told you true when I said I find you attractive, my dear Cupcake, and this is an indication of it. Were it a matter of simple lust…" She paused. The large shaft of Rashael's cock was about a foot and a half in length at the moment, and slim in comparison. It began to swell. The length arced up from her hip, the pelvis tilted forward and the legs apart. The merely giant cock was now growing, adding inches to its length with each second. It swelled in girth as well, becoming thick. When it reached over her head by a good three feet, the jouncing column of flesh halted its growth.

“And this is but a sample of its true power, dear Cupcake. I stop it here to prevent any unfortunate events. Once truly unleashed, it has a mind of its own, seeking relief in any handy flesh. The size I bore was a reflexive one, natural to one of my power and station. It was meant for loving, not for power or lust." The mighty engine of sex shrank reluctantly, assuming once again the aspect of a huge erection that could be conceivably be borne by a freakishly endowed human.

“You wanted to fuck me?", asked Cupcake.

“Yes, lovely Cupcake. But first I have my duty to perform. We will be seeing the Queen shortly."

Cupcake's head was swirling. She was both repulsed and sickened by what she had seen, but also strangely turned on. There were alcoves here as well, and most seemed empty. “I'd like to see what's in those alcoves, Rashael. Could you satisfy my curiosity?", she whispered, feeling herself starting to tremble.

“I don't see why not. There's not much to see, and all are the same. Here, this one is unoccupied.", responded Rashael, walking over to the entrance of one. They entered. The alcove was revealed to be a dimly lit room. It was about twenty feet deep, and sixteen wide. A couch was against the far wall, and the floor sloped slightly toward it. Cupcake saw what looked to be drainage slots in the base of the far wall.

“May we rest a bit here. It looks comfortable.", asked Cupcake, looking up into Rashael's eyes. “I don't see why not, if only not too long a time. Don't try to run, though. You know I cold catch you easily, and if one of the guards sees you trying to escape, I don't know what would happen.", warned Rashael.

Cupcake ambled slowly over to the couch, examining the room. There was not much to see. She sat on the couch, finding it softly padded.

“Rashael, come sit and tell me about this place.", Cupcake said, gesturing with both hands. Rashael did so, beginning what sounded suspiciously like a tour guides spiel. Cupcake pretended interest, her mind filled with other things. She found her eyes riveted to the shaft still jutting from Rachael's center. The thing on a man would have caused delight and a bit of nervousness. It was huge, and she had never seen anything to match it in size before. Rashael continued, talking about the labor crew needed to construct the complex so long ago, when the machines still worked. Cupcake barely heard her, as she felt heat course through her at the thought of what she had planned. She decided the almost direct approach would be the one.

“Rashael, you kissed me before, and I felt compelled to respond. Did you use any of your power to cause that?"

“What? Why no, my little one. If you kissed back, it was your doing, and none of mine."

“That's what I thought. Tell me, does this feel nice?", she asked innocently, rubbing the bulge of the nipple on Rashael's breast, her finger tip making slow circular motions.

“Uhh… Yes, that does feel quite nice!" Cupcake felt the nipple harden, and saw the head of the cock flare in slow rhythm in response to her small foreplay.

“Then, I suppose this will be quite nice!", said Cupcake. She opened her mouth wide, and her head dived towards Rashael's crotch. Cupcake felt the rubbery head between her lips, warm and sweet. Her lips surrounded it, her jaws gaping barely enough to allow if entrance to the heat of her mouth. It was incredibly large. Her tongue played around the bulging head, and she sucked heartily at it. She felt the head swell as she sucked, filing her mouth, and she allowed her head to lower further, until it rested in the back of her throat. She heard Rashael moan softly, and place a hand on the back of her now bobbing head. Cupcake's lips were stretched to the limit with the size of the thing, and she felt almost mindlessly lost in the pleasurable sensation that coursed through her. She had sucked quite a number of cocks, but never one this size. She allowed more of it to sink into her, as her head's bobbing increased in tempo and depth. She sucked hungrily at the massive hardness between her lips, her cheek alternately hollowing and inflating. She felt almost animal in the need she felt. She encircled the base of the mighty shaft, her hands only wrapping about two-thirds of the way around its girth. She could get only about half of its length into her hungering mouth so her hands now milked it, as if she meant to gobble the entire thing, cramming it into her maw. Rashael's hips moved involuntarily now, slowly pumping up and down. Cupcake felt Rashael bend over her, the huge mammaries a heavy weight on her neck.

“Oh… My lovely… Oh… Never… Never… Oh, my love! Your beautiful, beautiful mouth and lovely lips! Oh! My dearest Cupcake! Ah! So good… So good! Like honey! Ah! Oh! My love, my love!", Rashael hoarsely whispered. Cupcake felt the Guard kissing her back. “Oh! Uh! Oh, my beautiful Cupcake! Oh… Ohhh…"

Cupcake felt the bucking hips gyrate, and sensed, more than saw, Rashael sit up, then recline slightly. The Guard's head tilted back, her mouth open in gasping breath, the huge, firm breasts jutting from her heaving chest.

“Uhhh… Uhh… Ohhhhhhh! Uhhhuhhhh uhhh uhh uhh uhh Uh Uh Uh Uh Uh UH UH UH UH UH UH AGHHHHHHHHH!" Rashael's hips now thrust crazily, trying to ram the throbbing cock into Cupcake up to the hilt.

Cupcake felt the head suddenly blossom into flaring hardness, and could actually feel the cum rushing through the shaft, until it exploded from the tip in sharp jets. Cupcake's mouth filled with the flow, feeling the gushing jets flow down her gullet. She could not swallow the flood fast enough, and she felt her cheeks swell with the hot flow, then felt it dribbling down her chin. She was wrenched through a sudden orgasm of such intensity that she thought she would surely go mad from its pleasure. It seemed to last forever, each gout of heavy cum producing yet another orgasm. It finally ended, and she felt the huge hardness in her mouth soften. It slipped from between her lips, a ropy bridge of cum dangling from its tip crossing the gap between it and her slack mouth. She hastily licked it up, savoring the taste, and then began to lick the glistening head, worming her tongue into the hole at the tip, and milking the last drop from it, sucking at the softening head hungrily, and licking up every drop she kneaded from it. Cupcake kissed the receding cock, looked up at her companion's sweat-covered face smiling down at her.

“That was truly lovely, little one. I shall remember this forever, and that you freely gave pleasure to me has earned my undying love." They kissed tenderly, recovering from their exertions. Rashael called out loudly, “Servant! Here!" and one of the small girls entered shortly after.

Cupcake got her first good look at the servant-Nymphs. The one standing before them was short, no more than four foot six. Her face was very young looking, almost pixie-like; her eyes wide and large, her nose small and slightly upturned. Her lips were very large, though. The body was chunky below the waist, hips wide and legs thick. Her breasts were small hemispheres, the nubbins of the nipples showing through her uniform. Her arms ended in small hands with short fingers. The hair of this particular Nymph was a chestnut, bound into a large ponytail. Cupcake noted the uniform's fasteners were numerous but not obvious, and each article of clothing seemed designed to be able to come apart at the seams. She wore boots quite like Cupcake's, only with what looked like a fastener strip running down the back. Considering what she had seen, Cupcake could well imagine why the Nymphs clothes were made that way.

“What is your name, servant?", asked Rashael.

“I am called Tulley, Captain, if it pleases you." responded the nymph, her head making a slight bow.

“Tulley, measure this girl, and bring me a Guard's uniform properly fitted for her. We have business before the Queen shortly.", Rashael ordered.

“As you wish, Guard Captain." Tulley approached Cupcake. “M'am, would you stand, please, if it is not too much trouble?"

Cupcake stood. The nymph began to pat her, squeezing and running her hands over Cupcake's body. She wore a look of concentration and didn't seem to be looking at what she was doing. Cupcake felt the gently probing hands cup each of her breasts, encircle her waste, and gently go around her neck in mimed strangling. “M'am…"

“Cupcake, Tulley. You may call me Cupcake", she interrupted.

“Cupcake, your clothing will be brought to you in five minutes. I hope that will be convenient?"

“Oh, yes; certainly, Tulley!"

Cupcake looked inquiringly at Rashael. “You may need new clothing after meeting the Queen, my dear little one.", Rashael said, cryptically, “so it is better to have it beforehand. It will be quite like mine, only fitted to you. Consider this a tiny gift from me, as I have nothing else to give." She affectionately squeezed Cupcake's hand. “But before that… I may be able to return some of the pleasure you've given me, my little love. Tulley, after you have the clothing, return here directly. As for you, my dear Cupcake, you come here" Rashael reached behind her with one arm, the other busy at her neck. She was unbuckling her halter.

Cupcake watched in almost envy as the heavy breasts swung free. They sagged almost not at all, so full and firm were they, and the nipples were huge, about the size of Cupcake's big toe. Rashael turned, unbuckling her panties, until they dropped to the ground. She stood before Cupcake, legs in wide stance, hands on hips.

“Do you like what you see, my Cupcake?" One hand rose to cup one of the jutting mounds, the large nipple peeking out between Rashael's fingers. Cupcake was quite impressed. Rashael's dimensions would have had any male human in absolute lust, and quite a few females as well. Cupcake numbered herself in the latter group. She felt herself growing wet and her breasts tighten with the entrancing sight of Rashael's nudity. Rashael crossed the room, her hips swaying, and the mighty mounds of her breasts dancing with each step. She touched the wall, and a panel swung down. She reached into the once hidden cupboard, and withdrew something that made Cupcake start.

It was what looked like a remarkably real dildo, only this one's dimensions were incredible! It more than matched Rashael's loveshaft that Cupcake had so lovingly sucked before, being about two feet in length.

“We wait for Tulley, now, so undress, my lovely one", smiled Rashael. “I have a few tricks to show you. Here.", she said, handing the huge thing to Cupcake. “Put this on. Buckle to the left."

Cupcake complied, and soon the massive dildo jutted from her hips. The weight was hard to get used to, and the thing rocked and danced as she moved.

“Now, you shall feel what it means to be Cocked. This is a relic, from before the time of the Queens. Sadly, we have lost the knowledge of how to make these." Rashael reached between Cupcake's legs, and seemed to manipulate something.

Cupcake gasped, shaking. Suddenly, the dildo was no longer something strapped to her, but a part of her. She could feel it throbbing in beat to her heart. It now seemed to pulse slightly, as if blood ran through its ruddy length. She trembled with the strange feelings that seemed to emanate from her crotch. She examined the throbbing meat now seemingly a part of her. The straps were still present, but the flange at the bottom of the mighty tool was firmly affixed to her, covering her pussy.

“A micro-flesh bond", explained Rashael. “It is now bonded to you, connected to your nervous system. It will function as a normal prick, the sensations you will feel will be as if it were a natural one. While the knowledge was still available, they were grown to this size, far beyond the standard. They are used in training possibly worthy Nymphs for what would soon be theirs."

Cupcake swiveled her hips experimentally. She felt the strange awareness of its weight and length as it swung back and forth, gyrating from its root. She felt her nipples crinkling into hardness as the sensation coming from this astounding tool seeped through her. She flexed previously unused muscles, and saw it dance in response, flaring and then receding. She touched it, astonished at actually feeling her touch. She gently caressed the shaft, shuddering with the sensation the she received. Cupcake grasped it behind the head, her hand squeezing the girth of the shaft, feeling its weight. She stroked it slowly, and grunted, feeling her hips begin a grinding motion all on their own and the head of it flaring into what felt like diamond hardness. She felt the air grow thick, panting at the sudden lack she felt. Rashael was moving the couch into the center of the room.

“Lie here, Cupcake, on your back. I'll set up for when Tulley returns. Until then, enjoy your new cock. Perhaps, if the Queen desires, you shall bear a true one of your own." She moved to the panel, and flicked a switch. Manacles descended. Cupcake sat atop the couch, the massive cock dancing gaily in front of her. She wriggled back onto it, feeling the swinging meat she now owned thud gently against the cushioned surface and slide against her thighs in delightful, smooth joy. She laid down, feeling the weight at the base of her torso lever upwards. It reached its zenith, then toppled forward toward her head, stopping in jaunty bounces at about a forty five degree angle. Cupcake shut her eyes, getting used to the feeling. The air felt cool against the hot flesh of dildo. She cupped and then kneaded her right breast, tweaking the firm nipple and sending electric feelings running through her. The dildo responded, each thrilling charge causing it to jump and stiffen, the head becoming bulbous, and then relaxing. It felt tight at the root of the rod now pulsing skyward, each throb causing it to jerk upwards slightly.

She heard Tulley enter. She listened, eyes closed, surrendering to the strange but very, very nice sensations flowing through her. Rashael told her to put the uniform down, and to attend Cupcake. Cupcake felt a sudden tenseness, the tightness increase, and the throbbing shaft beat more strongly. She felt a hot flush running through her, and her stomach tightened. She cracked open her slitted eyes, and saw Rashael attaching the manacles that dangled from the ceiling to Tulley's wrist. Rashael moved out of sight in the direction of the panel. The cables that the manacles were attached to straightened, all slack gone, then begin lifting Tulley off the floor, into the air. She saw Tulley's round little bottom the strong, thick legs seeming to tread air, and the furred mound of her pussy. Cupcake had felt attraction to females before, but the sight of the slit dangling just over her caused her to feel something different, something she had never felt before. Tulley began to sink floor-wards, her legs now straight and spread wide. The promising looking hole above Cupcake inched closer and closer, and she was filled with an alien desire. Cupcake grasped the dildo about six inches from its thick base, and levered it to point straight up at the descending pussy. Tulley was a foot, then six inches, lowering and coming closer. Cupcake saw the head burrow between the lips of it, the feeling it engendered incredible in its intensity. The jutting column seemed to support the entire weight of the manacled Nymph for a moment, then Cupcake felt the now swollen, purplish head slide into the tight hole, the sphincter wrapping it, squeezing it, and felt the slippery velvet of Tulley's pussy enfold it in steamy embrace. Cupcake's hips started bucking, rotating her pelvis so that more of the massive shaft speared into Tulley.

She heard Tulley moan, the cry one of both pain and pleasure. Cupcake groaned, the flesh enfolding her straining cock hot and wet. She felt the pleasure and pressure deep within increase, sending waves of ecstasy through her now writhing body. As her hips pumped back and forth, she could see the glistening walls of Tulley's glory hole being exposed, clinging to the pistoning shaft like hot latex, then disappear back inside.

Cupcake screamed through clenched teeth as the hungry hole she fucked seemed to suck at her massiveness, milking it. Her hips arched off the couch, burying the mighty shaft into the clasping cunt to the hilt. Cupcake felt as if it were a mile long, and glowing with heat. Her hip's thrusting doubled in frenzy, sending the hardened shaft plunging in and out of the liquid heat of Tulley. Cupcake felt the pressure grow, and grow again, her cock swelling till she thought it would burst, so hard was it. Something started deep inside; a rhythm, a pulse. It sent fiery bolt of electricity shooting through her crotch. The pulsing built rapidly in intensity, each one mind shattering glory. Then Cupcake felt as if the cock she wore was a volcano, the magma building and then channeling up, up, each millimeter of its travels a monumental moment of mind blowing ecstasy. She felt it rise, the head now flaring until it hurt, and then the pressure was too much.

Cupcake came like a fire hose. Her hips now slapped and thudded against the couch as she sought to bury it in Tulley up to her throat. She clasped Tulley's ankles, one in each hand and tried to pull her down to the monster now driving her crazy. She felt the thing pump gouts of bliss up into the raging fire that wrapped her being in its liquid heat. And then she was growling, clinging to Tulley, ramming it to the hilt. She barely heard Tulley's answering cries, a groaning scream of her own blasting orgasm.

Cupcake collapsed, her mind centered only on the need to fuck, fuck and fuck. Her form lay spent, shivering and gasping. Occasional after-flashes caused her to spasm and sent her hips dancing. She lay, panting and coated in sweat, slowly recovering from the most intense, mind blowing, soul stretching orgasm she had ever had. She felt the throbbing shaft soften, become flaccid, and then to slowly slide out of Tulley's own gasping body, rivulets of cum running down its length. The head stuck for a moment, and then popped free, and she felt the meaty slap as it thudded against her belly and chest, the swollen and purple head resting between her heaving breasts. Cupcake returned to reality, her body languid and heavy. Rashael was grasping the dildo at the base, her other hand manipulating something on the underside. Cupcake felt the sensation of it leave her, disconnected.

“You did very well, my little one. Quite impressive for a beginner, indeed! Most either cum at the first sensation, or never master the proper movements. You seemed to use it naturally, with no instruction at all, and did quite a good job of it. I am certain Tulley will agree, once she recovers from your attentions!", the Canid said, smiling. Tulley now lay insensate at the end of the couch, her body twitching slightly.

“That… That was very… Nice, Rashael", Cupcake finally managed to speak. “I've never felt… Anything quite like it. It was as strong an orgasm as I've ever had in my life; stronger even, and it was… Different."

“Ah, my Cupcake! One who is gifted with Cock knows both ways, being capable of male or female, Cock or Cunt, as they desire. Best, though, is both at once. And as you've seen, one strongly gifted in energy may do many things to make pleasure. Most do not have these gifts, only the High Nobles and a few trusted others looked upon favorably by the Queen. I have known them in past, and will know them after my next ceremony of fealty, when I submit myself to the Queen's Love."

What neither realized is the ejaculate that the Canid had shot into Cupcake and Cupcake had so greedily swallowed, had already 'infected' Cupcake. Rashael had not fucked her, true, but the Canid overlooked the fact that the girl had been introduced to Energy, so centered was Rashael in the ways of her society. The virus that had started the whole thing was long gone, but the Energy was still quite potent. Cupcake's bravura performance with Tulley was a direct consequence of that fact, and it would lead to some grand adventures for both of them later.

They rested, Cupcake redressing, Tulley recovering and thanking Cupcake with heartfelt gratitude for the fantastic sex they had shared. Rashael rewarded Tulley with a notation that would be entered in her record, bringing the Nymph closer to a possible reward. Tulley left, waddling and smiling, and the two now lovers chatted, Rashael telling Cupcake about the ways of Mall and a bit of its history.

“I remember only dimly my existence previous to the Queens, but know I was a guard then as well, and one of the first to feel Queen Fifi's cock. Few remember their lives before that, as the Change worked on them erased much memory, so great was its shock."

Cupcake was astounded.

“You mean to say, you've lived since Mall was abandoned?!"

“Yes, Energy is part of everyone, with only the Queen's being able to manipulate it, gathering it in amounts impossible to imagine. It keeps us healthy and repairs any damage we may suffer. I have seen a Nymph decapitated accidentally and regrow her body in an instant. Life is no delicate thing as before the Change, but almost ineradicable. Bones no longer break, but bend and will actually stretch if the force worked upon them is great enough. One may be squashed paper thin and recover, painful though it may be, none the worse for wear. Even the Queens may not kill another, merely take of give Energy. Still, you have not seen what a true overload can do to one. I've seen the results of the Queen's wrath, one drained to thinness, the other filled to overflowing abundance. They may not sound terrible to you, but overload is madness; eternal, insatiable desire and want turning the victim into an animalistic beast. One such was imprisoned for two decades, alone, and she had naught but herself for companionship during that time. She fucked herself continuously, torturing herself with both pleasure and pain. Others are given to the Nobles and Guards to use as they will after they have been drained. They cannot die, remember, and suffer the most vile imaginings of anyone that desires release. There are cruel people among the races, and they find pleasure in ways you cannot imagine. Those Nymphs you have seen are the lowest of the race, but even they may use the outcasts as they will."

Cupcake shuddered slightly. She imagined what something like that four cocked monster she had seen could do if she had been truly cruel, and trembled at the conjured possibilities. They talked for some time, and Cupcake was becoming quite tired. Rashael suggested she sleep until the Queen decided to see her. Cupcake laid on the couch and drifted off into slumber, thinking over the events she had experienced and the things she had seen. She was amazed at how well she was handling the impossible things happening around and to her as she curled up and fell asleep… While the virus silently continued its work on Cupcake…

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Part 1, Chapter 6

Cupcake drifted, the woods menacing as she ran down the path. The thing was behind her, moving with thundering steps, catching up to her. Each footstep sent the ground to trembling beneath her feet. The huge thing behind her loomed over the treetops, and then she felt its hot breath on her back. She felt the thing swat her, causing her to stumble and fall in her mad panicked race to escape, and felt it on top of her, the weight of it crushing her, driving the breath from her. Then her hips were thrusting into the ground, driven by the feeling in her crotch, and she felt the huge thing lift off her. she cried with the internal combustion racing through her pelvis, and felt her cock split the lips of her pussy in its rushing exit, stiffening and growing. It unreeled from her splitting hole, wet and glistening, arching out from her cleft. She felt it thicken, her legs being spread by the hugeness rushing out from her in seemingly endless length. The rushing exit slowed, and it began to fill, growing in girth, until Cupcake was attached to a huge thing the size of a Zeppelin, pulsing and throbbing, sending her into frenzied writhings. She felt it begin to spurt, and the feeling emanating from her cleft increased, so intense that she screamed… She felt the slickness spearing her, her pussy clenching and pumping at the sweet invasion.

She opened her eyes to see Rashael's head at her crotch, the Canid's splaying tongue lapping at her center, worming its way into her depths. Cupcake's hips bucked, her back arching and her toes turning down, and then she was orgasming again, the sweet, piercing pleasure-pain coursing through her shuddering body. She came again and again, each orgasm more strongly felt than the last, until she felt the final wracking spasm rip thought her fevered body, sending her into a state of almost bestial response as her hips strove to capture the glorious tongue enslaving her tortured body. She groaned and moaned as the sensation slowly receded from her. She lay panting, looking up into Rashael's smiling face hovering over her still trembling belly.

“Time to wake, little one. The Queen will see us shortly.", said Rashael, her smile a friendly leer. The Canid was freshly dressed, and now wore jewelry in addition to her uniform. Clasps and bracelets now adorned her, as well as earrings, and the buckles of her uniform were now a shiny chrome of highly polished silver, as well as more detailed in their workings. She wore makeup as well, the normally red lips now painted a bright red, and eye shadow of purple tinted her eyelids.

“Clean and dress, Cupcake. Sasha the Queen will be wanting to see you in one hour's time. It is not well to keep her waiting, believe me."

Cupcake noticed that yet another panel in the room was opened to reveal a shower unit. She studied the controls for a moment, and tried them experimentally. She soon was lathering herself under a delightfully hot shower. She found a shampoo dispenser in addition to the soap spigot, and was washing her hair when she felt a pair of hands on her back. She spun, startled, and found that a nude Tulley was standing there holding a bar of soap.

“Allow me, mistress. The Queen has set your attendance in three hours time, so there is no rush."

Cupcake studied the short girl. Her smiling cherub-face looked up at her in the thin steam of the shower. Tulley's breasts were smaller than her own, but only slightly so. The nipples were very large. Tulley seemed to be built bottom heavy, pear-like, with her upper torso that of a much slimmer girl flaring into heavy hips and rounded thighs. Cupcake noted that it was not fat that caused the difference in size, as Tulley's flesh was sleek and she could see the play of muscles clearly beneath. Her eyes, Cupcake noted, were a pale blue, and wide. While the Nymph was not fat, she was still fleshy, and each movement caused delightful ripples.

“Very well, Tulley. You wash my back, and I'll wash yours. Deal?"

“If that is your desire, mistress. Shall I start now?" Cupcake smiled, and took the bar of soap from the Nymph's hand. “I'll do it first, Tulley. You can do me afterwards. I think a complete scrubbing is called for here.", said Cupcake, smiling broadly, “and I think I'll work from the bottom up."

Cupcake knelt, and began lathering the Nymphs feet, working her way upwards slowly, massaging Tulley's flesh. She would linger for a moment, feeling the Nymph tremble in hopeful anticipation, and then continue her upwards washing. She encircled the nymphs hips, massaging the slippery flesh of her ass, the tips of her breasts rubbing delightfully against the Nymph's rounded belly. Cupcake stood, standing close, feeling the wonderful slipperiness of Tulley against her as she did. She now stood hip to hip with the shorter girl, the soapy wetness lubricating their movements against each other. Her hands finally found the nymph's breasts, and she felt their firmness as she manipulated them, felt the nipple's hardness poking her palms as they rolled beneath them. Each was now the size of the tip of her thumb. She edged closer, facing Tulley, and washing her back with slow circular motion, feeling their breasts alternately squash together and then separate. Cupcake felt herself grow wet. She stared through heavy-lidded eyes at the nymph, and brought her face close, mouth opening involuntarily, and they joined in a hungering soul-kiss.

They hugged each other close, sliding slowly against each other, Cupcake feeling the pressure of Tulley's breast's against her, their belly's slippery, their legs now intertwining, Cupcake's sliding in caressing motion up and down Tulley's shorter one. Cupcake's hand found the slick warmth of Tulley's pussy, and began to cup it and slide back and forth, wringing gasps of delight from the Nymph. Cupcake felt her own hot pussy being stroke in return and pressed harder against Tulley as the Girl teased and stroked her clitoris. Cupcake's tongue was seeking the depth's of the girl's throat as Tulley sucked urgently at it, her tongue sliding against Cupcake's in lingering kiss. Their strokings increased in rapidity and vigor, each now panting and gently moaning. Cupcake knelt then, and buried her face in Tulley's steaming cleft, her tongue swiping out and licking, her lips kissing and sucking at the writhing Nymph's clitoris. Tulley moaned and gasped, and then her hips thrust forward, as if she sought to engulf Cupcake's entire head, and the nymph was engulfed in mind-shattering orgasm, screaming in delight and pleasure. Cupcake stroked herself madly now, masturbating her hungering pussy. Tulley tugged at her, and she stood, and then Tulley was kneeling before her, her head buried in Cupcake's crotch, licking and sucking madly, and Cupcake now screamed and hunched as her own orgasm wracked her with maddening delight. The hugged and kissed tenderly as they stood under the shower.

“I shouldn't ask, mistress, but if you are gifted, remember me, and take me as body servant.", pleaded Tulley, her head against Cupcake's chest. “I would serve you in any way I could, my mistress, and would give you my life if you would have it. I am yours forever!"

Cupcake was touched by Tulley's plea. “Tulley, If I'm ever 'gifted', whatever that is, I will remember you. You're a very sexy girl, you know.", replied Cupcake, a mock-leer on her face. “and I won't forget you. How could I, after what's happened between us today?", she asked, chuckling. “After all, not every day that I get to fuck someone, and then get eaten out afterwards!"

“Cupcake, mistress, now you must get prepared for the Queen. Let me finish washing you and help you dress." Tulley did so, Cupcake teasing her with sneaky caresses until the Nymph protested she would either go mad or explode in desire. Cupcake desisted, and was soon dressed once again in her ship suit.

Rashael returned, and swatted Tulley playfully on the rump as the Nymph left, bringing a cry of surprise and then laughter to her. Cupcake and Rashael also laughed at her reaction. Then Rashael spoke, her tones one of seriousness. “The Queen will be seeing you in ten minutes. She is in a very good mood today, which is fortunate for all of us, and very curious about you. She has seen your picture and is quite well-disposed towards meeting you. She seemed very excited that you had never known the Change, or a Queen's touch, for reasons I can't say. I did find it strange that she ordered that no one was to fuck you, and that you were not to be touched by Energy in any way. She has also planned that this be a closed reception, so only her body servants and a few of the Guards will be present. It will also be in her private chambers, a very rare occurrence indeed. This bodes both good and bad for you, as she has something special planned. I may not be with you, as usually the Queen orders all to leave when she has a private audience. Also, most strange of all, she has asked that you address her by her given name, Sasha, and to leave all honorifics out. A signal honor, my dear Cupcake, and few have that privilege. Still, I worry about you." Rashael hugged Cupcake close, tenderly kissing her forehead. Cupcake could feel the straining pressure of the Canid's massive mammaries pressing against her, and they soon were gently kissing in tender embrace.

They left the room though the alcove entrance, and there were several guards waiting in the hallway. Cupcake noticed that these were human, only slightly shorter than Rashael. They varied in shade of flesh and hair, showing the normal human range of hues. Their hair was either cut relatively short or bound up in some fashion contrasting with the Canid's waterfall of sable hair. Cupcake could feel them stare at her, their gaze penetrating and filled with curiosity. Each wore the leather-like bikini and calf length boots of a Guard, and all of the uniforms were very well filled, indeed. Cupcake felt slightly intimidated at the massive stretch of flesh surrounding her, her own ship suit covering her almost completely. The group moved down the hallway, Cupcake very aware of the rippling, bouncing contours of her escorts as they walked. She felt quite small among the towering amazons, their huge breasts jouncing at her eye level with every step. The hallway was long, and ended at doors even larger than those at the transport station.

While Cupcake was being led down the hallway to her meeting, elsewhere on the planet Fifi was in rather a snit. Canids did not run under the noble-servant society of Humans. A 'normal' Canid was taller than the human nymph, and better endowed. They did have those gifted with both Cock and Energy among their numbers, but the number was few at any one time. Fifi preferred selecting one from a group and pumping her energy to Overload, binding it to prevent the unlucky Canid from going into spraying frenzy instantly. This 'carrier' was then brought along with the group, barely controllable and quite literally explosive, until the group needed to utilize the carries load of energy. The carefully bound energy was then allowed a slow release into each of the group. This method had drawbacks. Sometimes the carrier would be prematurely released and would go into a rampaging frenzy of sexual acts, uncontrollable and unstoppable until she had finally passed the level of overload, spewing her load into whatever being was handy. Other times the carrier would be captured before she could be tapped, leaving the rest of the group practically defenseless and powerless.

Fifi was changing her style slightly, and Generals and Captains as well as nobles now carried out her wishes. Fifi did not like this as something instinctual made her think of them as rivals for power, even though that was ridiculous. She kept their numbers low, and treated each with suspicion. She was currently miffed at being trapped between using her old methods and finally changing them. Horz raiders had attacked one of her settlements recently and she had lost almost a dozen to them. The rest of the settlement had been savagely raped and sexually tortured by the converts as they tried their new power out, and the battle when her forces had arrived had reduced three of her nobles to the bestial state of overload, resulting in more damage, with no tangible results being inflicted against the raiders. She had learned that a similar raid on Sasha's humans had also taken place, but been more effectively handled. She was pleasure fucking a Cat, the exotic being beneath her yowling in pleasure-pain as she pumped into it. She was angered by the news so recently given her, and the resentment and anger she felt was boiling beneath her surface. She decided to release some of the rage she felt. The Cat would suffer a bit, but would recover and find itself temporarily gifted with Cock. She would allow it the choice of a bedmate in recompense, there to work its own frustrations out. She let her control slip slightly.

The Cat screeched as the spearing pleasure was suddenly tearing pain, the shaft pumping into her growing huge, pushing her back and spreading her legs apart as it battered inside of her. It felt its belly stretch and swell, the huge rimmed ball of the cock at least a yard in diameter and still growing, and then she was being flooded with the torrents of hot, sticky cum it was pumping into her. She felt herself fill with it, like a balloon filling with water, until she was a trembling, rounded mass shuddering on the floor, the driving flesh having pushed her halfway across the large bedroom. It gushed from her every orifice in bubbling rivers, splashing out of her grossly bloated, rippling body. A final explosive flood burst from the titanic thing inside of her and she literally popped off the huge shaft, the massive ball of the head bringing momentary ripping pain to her gushing cleft as it exited. She heaved and writhed on the floor in agony, her form too huge and swollen to let her stand, and she drained, the swirling flood in side her seeking its way out in a steady flow. A searing flash of pain at her loins and she felt like her womb was turned inside out as she sprouted a penis. The shaft thudded heavily to the floor, and she lay atop it, as if resting upon some improbable log.

“Cat, you have my permission to take a bed partner for the night. You may select any but nobles, and you may use her as you will. Leave when you feel able, and enjoy your new cock; it is not permanent.", ordered the Canid Queen. Fifi turned, and walked from the room, the softening column smaller now but still huge, jutting before her in swaying dance as she left.

Fifi showered and redressed quickly, the monstrous cock now gone from sight. She had scheduled a report from her intelligence people on what her Sister Queen was up to, and any worthy news of interest, and she called for the chief of intelligence to report to her. The Intelligence chief was a Noble, and very much in the human style. A blonde, very young looking, and quite attractive. She wore the far more elaborate Canid uniform and her bearing was military. She had served Fifi from the beginning as a Guard, and was one of the few subjects Fifi trusted fully. The briefing was short, showing that the battle was still stalemated, with both sides gaining some advantage while elsewhere they lost ground. Shestallion's Guardians were due to be changed shortly, the imprisoned Queen in the north still restrained. Horz activity was sporadic, but seemed to be increasing where the two nations met in battle. Fifi listened, all normal, nothing upsetting or interesting being said. The last item, however…

“So, this… Cupcake… May be the first visitor to Mall since the Change? Interesting. A human untouched by the Change. Perhaps a way off of this planet as well." Fifi was lost in thought. Fifi, as well as her sister Queens, had known that Mall was limited, the population fixed by the change. They also knew that life could be boring, and the lust for power was a strong one as well. To be able to go off planet, bringing their rule to everywhere… besides, this human, Cupcake, intrigued her. Perhaps it was time for a visit to her Sister Queen Sasha, and to meet this Cupcake.

“Call for truce. We have to discuss the Horz Queen's disposition, and this is a good time. The Guardians are to be changed shortly, and she is still dangerous, even if she is restrained and imprisoned.", she ordered Fifi returned to her bedchambers, lost in thought. Sasha was loved by her, and she knew that love was returned. She even had great affection for the imprisoned Horz Queen, but the game called for action. No doubt that Sasha would seek some advantage from this human, and even if there was none to be found, stealing her away would give her points. The Cat was there, along with a very pretty guard. The Cat-woman was also very busy. Fifi watched, noting abstractedly that the Cat people could be very cruel indeed. The guard was screaming for mercy under the Cat's relentless, savage, pounding rape. The Cat had been to the costume department and wore a dominatrix's leather and spikes. She noted the guard had been whipped, and the Cat was now tearing at her asshole with her huge prick. From the way the guard was dripping and leaking, the Cat was wasting none of her limited time and had already visited her punishing attack on the guard's mouth and pussy. The Cat heaved, ramming the glistening shaft into the guard cringing on the floor, the head of it pushing its way out of the guards mouth. The Cat then sat back, the head once again withdrawing into the guard's throat. Fifi sat and watched the exhibition. The Cat was surprisingly able. The guard began to swell, the huge prick inside growing fatter as the Cat unleashed its full power. The guard was actually stretching, her hips in the unbreakable grip of the Cat, being held against the Cat's pumping hips. The Cat was in the grip of orgasm, the swelling behemoth buried in the guard's ass flooding her. Fifi watched the bulging belly tighten and ripple with the flow, the tits growing into quivering sacks as the guard stretched to match the now yards long monster pounding inside of her. The guard resembled a huge condom, stretched by an oversized prick, and being filled fuller by the moment by the ceaseless flow spurting into her. The Cat did have talent, Fifi thought. Perhaps she would permanently gift her. She displayed a certain savagery that would make her an excellent punisher. Fifi turned away, thinking of the coming meeting and ways that she might somehow gain the human. The guard gurgled while the Cat yowled and grunted, ramming at the quivering flesh of the bloated guard.

Cupcake's retinue was now orderly, military in their ranks. Rashael was every inch the Captain of the Guards, leading the procession down the hallway. They entered an enormous room, the floor surrounded by a raised walkway and an ornate throne at the far end. The group walked across the polished floor, their destination a smaller door to the left behind the throne. Cupcake looked around, seeing that it was rather plain looking, and not the ornate barbarian's den she had expected, nor was it the fairy tale throne room she had read about in the past. The group surmounted several steps, back onto the walkway, and approached the door. Rashael opened it, and stepped through. Cupcake was urged through by the guard to her rear giving her what seemed a friendly goose. She turned and saw the smiling guard regarding her. The room turned out to be a short hallway, three doors along the far wall. Two guards stood at either side of the center door, dressed like Cupcake's guards, but these two showed enormous quivering erections as they stood, arms akimbo and legs apart, challenging, at their posts. Cupcake estimated that these two were true giants, standing at least 12 feet tall, the titanic pricks angling upward from their crotches at least half that in length. Their gaze followed the groups progress, and seemed to lock on Cupcake. They made no challenge and didn't move from where they stood as Rashael opened the large doors and entered the room, but Cupcake knew that if she had not been accompanied, they would be doing a lot more than merely staring at her. She shivered slightly in fear, and entered the room following Rashael.

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Part 1, Chapter 7

Sasha laid on the couch, her head propped by one of her arms, the other resting on her upthrust hip. The Horz had been a delightful moment's diversion and one of the few times she had allowed herself to truly let loose. She had decided to keep the Horz unchanged, merely enslaving her. She would make a delightful servant and perhaps would be permitted to be a Receptacle for the Queen's Lust. But now, Sasha had free time, the Queen Fifi's asking for truce agreed to and preparations for her arrival two days hence already underway and nearly complete. It would be nice to see her again, and it was nearly time for the Guardians to be changed. Sasha wondered if perhaps the arrival of the human Cupcake has something to do with Fifi's timing. Well, perhaps she did know of Sasha's guest, but by the time she arrived Sasha would have bound that one quite well to her will.

This human's appearance was a taste of things to come. Once bound, the ship would be hers and that led to the exciting prospect of whole, full-sized planets to be conquered, entire populations bound to her. It was heady, this possibility. She could feel the excitement build. She had also seen this human on one of the few still working scanners and she was a pretty thing. The reports on her actions showed her to be of the proper mindset as well. Sasha would gift her and introduce her to the screaming ecstasy of Energy. She most likely could not be enslaved as others that had been Changed, but to be shown the power and to know the pleasure it held would bind her just as tightly. The giant strained against her uniform made of shackles, the want and need centered in her loins driving her to madness. Still it was held in check, held from release by the binding belt she wore. Her chest heaved, her muscles rippling as her hips hunched. Sweat poured from the tortured giant. Still, a spark burned bright under the overwhelming ocean of lust; she would be freed of this restraint and her vengeance would be terrible. The human was due shortly.

Sasha had her body servants dress her. Her Jewel and Crown went on first, and she greeted the familiar flow of power they brought to her. She decided on a slightly less intimidating appearance, and with some effort shrank until she stood only six feet tall, her mighty cock struggled yet retracted, but she retained the oversized breasts and wide hips of her normal configuration. A flowing robe, easy to remove, was draped and carefully belted to her, the Nymphs silently moving with long-learned movements careful not to get in her way. Sasha watched herself being dressed in the mirror distractedly. The Nymphs stood back, and she nodded to them, pleased with her appearance. She gestured, and two of them raced to the door and opened it. Her guest awaited her. She strode to the door, and entered the room.

Cupcake watched the figure enter. Sasha was a beautiful woman indeed, her exotic face wearing a slight, mysterious smile, her long black hair shining in a belling waterfall to her amply rounded ass. She had long, long legs, shapely and firm, the thighs rounding to a narrow waist. The breasts showed themselves to be very large, showing remarkable cleavage, and standing out in gravity defying firmness. She wore a simple crown with a single jewel set in it, a larger version dangling on a chain around her long throat. Sasha strode to a chair, sat, and gestured. Cupcake's large companions turned and walked from the room. She now stood before Sasha alone, and she felt quite nervous.

“Sit, Cupcake.", said Sasha, indicating a nearby chair. “We have much to talk about."

Cupcake and the queen talked then, Cupcake's nervousness slowly dissipating as they asked questions of each other, answered them, and Sasha related what had happened on Mall to bring things to their current state. She told Cupcake about the crazy, rich lady and her poodle, about how the Three had walked Mall in gushing frenzy, had become so potent for a while that the merest droplet of cum was enough to induce Change, how they had tracked all remaining after the partial evacuation and changed them, of Shestallion's attempt at conquest, of the war that continued since then, and about Fifi, her love and rival both. She explained the mechanism of Energy, and Cock, how the truly potent could work their will upon the lesser gifted, or how the lesser ones could overcome the mighty by numbers. She explained the societies that had formed, how the knowledge of technology had been lost, and how they were almost run along feudal lines. They talked for hours, each relating stories and anecdotes, and Cupcake came to truly like Sasha. They had dinner, Sasha signaling the waiting servant, and she explained to Cupcake that while eating was not truly necessary, it remained a pleasure. Wine was brought, the servants once again retreating and leaving them alone. Had anyone of the human race witnessed this evening they would have immediately recognized that Sasha was seducing Cupcake.

They sat closely now, and the subtle body language and gentle touches of Sasha were all aimed at getting Cupcake into bed. Sasha had not had to do this for centuries, and the novelty was exciting her as she had not been excited for a long time. Cupcake too felt herself feeling a growing attraction to this beautiful woman, and was soon returning the touches and signals, sending a few of her own. The conversation was soon soft, witty and filled with double entendres, each feeling quite turned on. The touches soon were lingering caresses, the tones low and breathy.

Cupcake felt an irresistible urge to kiss this enchanting queen, and gave herself over to it. Sasha had indeed been long without the need to seduce her intended. Most subjects would have leapt at the chance, or submitted to her desires without question. When Cupcake kissed her, she was thrilled at old sensations reawakened, satisfaction at still being able to attract someone without the use of Energy, or of their Change and Binding. Sasha felt a tenderness towards this small human trembling beneath her as they kissed. It was then that Sasha came up with what she considered a brilliant plan. This one would be gifted, truly gifted, with both Cock and Energy. She would then be bound over to the Guardians. That would keep her from Fifi's scheming clutches and the heady pleasures would bind her quite firmly to her new mistress. The reports indicated that this one was indeed of the proper mindset, and had already become attached to the Captain of the Guards. Her gratefulness and the new found pleasures of her new lifestyle would guarantee her giving the ship over to Sasha. But now, pleasure… Cupcake felt the Queen's hand snake between her legs in loving caress, and saw through slitted eyes Sasha's other hand reach behind and release the clasp binding her gown.

The lingering kiss was broken, the tips of their tongues touching for a moment, and then Sasha was holding herself above Cupcake with one hand, the other slowly undraping the gown from her large, succulent breasts. Cupcake was astonished at their size and firmness as they dangled, the large nipple of one aimed at her. It jiggled and danced just above her lips. Cupcake felt herself grow wet as she raised her head, her tongue delicately touching the hardened nipple. It was incredibly large, the brown, crinkly nubbin as big as her large toe. Her hands caressed the Queen, running down the curving form to the hips, then sliding underneath.

Cupcake gasped in shock as she felt the huge hardness of a straining erection instead of the expected pussy. She grasped it, her hand unable to close around the hot flesh of it. Cupcake smiled and gently stroked it, bringing a soft moan from the Queen, and she could feel it jerk and pulse in response. Cupcake spread her legs further, and gently guided the huge prick towards her now soaking pussy. She felt the head of it, and then she was wrenched wide as the Queen slowly thrust it deep into her.

Sasha was consumed with lust. The almost forgotten ritual of seduction had spurred to heights she had not felt for a long, long time. The clasping walls of Cupcake's pussy laving the shaft of her cock were producing wondrous feelings. She could feel the waves of pleasure shooting through her body from her center, her hips thrusting and then slowly withdrawing in slow rhythm. She felt Cupcake's lips and busy tongue sending sharp pleasure through her breasts, and the small girl's legs wrapped tighter around her as she drove her burning need deeper into the velvet pool of Cupcake's body. She felt the cum within her swaying balls roiling, and she redoubled her thrusting, Cupcake responding with moans and gasps of pleasure. She felt the load within her make its slow way through her, the pleasure rising to almost agonizing heights, and then it happened. She felt the gouting rush burn its way through her spasming shaft, and the screaming orgasm began. She screamed, and heard Cupcake also begin screaming as the flood began. Each was rocked by the unending ecstasy of orgasm, each pulsing spasm increasing in pleasure as the spurting flow of cum increased in intensity and volume. Sasha was wild with need now, and she opened the gates, allowing the flooding rush of cum to fountain deep into the now delirious girl, the flow of Energy blasting through Cupcake's writhing body. The flood then truly began.

Gallons of the fluid Energy now streamed out of her huge prick, flooding the very interstices of Cupcake's body. Sasha let herself go, the mighty engine of lust increasing in length and girth until it assumed titanic proportions. Cupcake was filled to overflowing, her belly stretched to monstrous size with the gushing contents and she was gouting cum from every conceivable orifice. The flood increased to impossible amounts, Cupcake now filled, bloating like some gargantuan balloon, shuddering with the incredible flow coursing through her helpless body. She filled like a condom being filled with a garden hose, and still the flood came. Sasha was now herself huge. Monstrous. Her gigantic tits wobbling and swinging wildly as she pump-fucked into Cupcake, burying the gargantuan shaft of her gushing prick ever deeper into the bloated form beneath her. The feeling of being filled to overflowing Cupcake felt was not mirrored in actual growth. While the flow of the searing cum was indeed overwhelming, pouring forth from the huge hardness of the Queen's mighty prick, Cupcake did not actually bloat to the huge dimensions she felt. Sasha's shaft was indeed huge now, inhumanely so; its girth splaying the girl's pussy wider than physically possible and spearing into her depths to what felt like her throat. Cupcake thought, 'a stud horz would indeed be proud to be hung like this!'

The Queen had prepared Cupcake for the assault even while beginning, so she felt only pleasure-pain and not the agony of being spitted and split. The first spurt of cum had altered the very tissue of Cupcake's body, enabling it to stretch to encompass the enormity now pumping into her. If the Queen had a mind to grow to a titan's size, Cupcake would have been able to bear the assault, if with a great deal more pain. The cum now flooding her body was being absorbed into her at almost the same rate as it poured into her. Not all was absorbed, however, and Cupcake could feel her belly fill, until it was distended into firm roundness. The best, and perhaps the strangest feelings, were centered not on the wide-split pussy, though the almost continuous orgasm emanating from her center was driving her practically mad with its intensity; it was her breasts that almost matched that maddening pleasure she felt in her belly. The nipple had grown to hugeness, each nubbin of dark and ruddy flesh hardening into a size that would match her big toe in size, the areolas growing darker and bulging forth, growing ever larger. The breasts themselves, small and hemispherical, now rapidly swelled in size, growing from a firm handful to globular melons standing forth in incredible firmness. Cupcake mindlessly fondled the now large mounds, her mind addled by the endless pleasure of the Queen's tool grasping the meaning of what her busy hands now felt. And still they swelled, growing visible larger with every searing pump of cum flooding into her. Sasha's relentless thrustings slowed, becoming slow and gentle.

“It is time for a change of position, Cupcake my lovely. Time for you to become more active in our pleasure. I wish to watch as you are gifted, and to see your delight more clearly as it occurs.", said the Queen. Sasha then rolled over slowly, careful to prevent the now fitfully spurting shaft from being pulled from within Cupcake. Shortly, Cupcake now sat astride the beautiful Queen's hips, the still buried shaft pulsing deep within her. “Now, some size…" commented Sasha.

Cupcake watched, her mind still cloudy from the relentless pounding she had experienced, her hands unconsciously massaging her now melon sized breasts, as the Queen grew. Sasha grew to enormity, her height, if she had been standing, at least twenty feet, and Cupcake felt the buried cock within her swell to horrendous girth and length, staying to the scale of Sasha's new size. Cupcake felt spitted, as if a lamp pylon had been rammed up into her. Her legs splayed wide, her swollen belly distending into further rotundity, and she felt herself being lifted by the rapidly lengthening shaft until she was almost standing on Sasha's belly. She looked down at the monstrously huge shaft, its base girth now at least the diameter of her thighs before this incredible episode. She eyed the reddened length of it disappearing up into her, seeing the way the purplish veins running through it stood out from its now steel-like hardness. Cupcake felt no pain, only a surprising increase in pleasure that grew as Sasha did. Her own belly now distended, the hardened head of the cock discernible by the way she bulged with the load within her. She watched the bulbous monster in her belly throb, each beat plainly visible just below her breasts.

Cupcake's next action was at first light something mad, but seemed to her to be not only natural, but necessary. She allowed herself to sink lower onto the impossible prick fucking her. She could feel the shaft slide within her as it went deeper. Her chest actually bulged, the skeleton painlessly stretching and bending to accommodate the monster plunging into her body, her large breasts now aiming their ruby tips skyward. She began to slowly raise and lower herself on the shaft, feeling her pussy split to gaping size as she encompassed more and more of the shaft. Her body was wracked with orgasms of incredible intensity, each fading into the other so as to be almost a continuous, mind shattering blast of pleasure. Cupcake gazed over the enormous body of the Queen through half-slitted eyes. The huge, firm breasts now were truly titanic, like rounded mountains jutting from Sasha's chest, heaving and shuddering like improbable boulders made of jello. The Queen's hips had grown fuller, more rounded, like some goddess' of fertility. Cupcake moaned, increasing the tempo of her rise and descent. She peered down once again to the monstrous shaft of the Queen's prick, and saw the testicles now grown to the size of beach-balls. Each of her wild descents grew more intense, allowing more and more of the shaft into her depths. Soon, Cupcake had actually encompassed all of its incredible length, the bulbous head piercing through her shuddering body to rest at the very base of her throat as she thudded to the very hilt of it.

“Now, my little one; you shall know the Queen's Gift, and shall feel both Cock and Energy.", warned Sasha, her voice soft and throaty in her lust. “You shall be gifted as few others are, and shall know the greatest pleasures and powers our kind are capable of." The Queen's hips began a slow bucking, her rhythm soon matching Cupcake's frenzied plungings. “I will give you what few, if any, have ever received. You shall be both male and female, taking pleasure from any and all that pleases you. Nymphs shall beg for you to use them in any way you will. You will be numbered among the Mighty and the Potent, that even those gifted will know you for a superior, and feel your Might and Potency if you will. All save your peers will beg for you to take them, to feel your flesh inside them. And those gifted will be yours forever if you allow them the honor of pleasuring you as a female. Your very body will be an instrument capable of such exquisite pleasure." The Queen's heaving flanks increased their thrusting, and the huge hands now grasped Cupcake's hips, holding her motionless as the mighty cock plunged deep into her. “Cupcake, you shall be my special love, my mighty right hand and Cock. You shall be as potent as I can make you, second only to myself in power. You… Shall… Be…", continued the Queen, now gasping as the approaching Ultimate orgasm approached and the cum within her began to roil, carrying incredibly potent energies. “…My… Love… And shall… Be… OH, GAWDS!!"

Cupcake felt the approaching flood, the mighty column spearing her bloating in girth from the base, doubling its diameter as the river of cum slowly made its way towards the already flaring head. She felt the thing grow, the lengthening mass of it forcing its way deeper into her, the pounding head of it forcing its way towards her throat, then into it, then spreading her slack lips apart to spear past her nose. Already, cum spurted fitfully from the rubbery head, the flow already impossible, but nowhere near the amount that was flooding in from below. The head wrenched her jaws wide, her lips stretching impossibly to encompass the size of if the pulsing head as it forced its way slowly outward from her mouth. The flaring head finally forced its way past the resisting lips, the hard shaft behind it the diameter of her calves. It thrust into the air, each humping wrench from the Queen's hips driving it further outward. Cupcake could feel the rapidly swelling girth of the cock splitting her cunt's lips wider, the expansion driving along the length of the shaft like a party balloon being blown up. Only in this case the balloon was made of hot, turgid flesh. Through glazed eyes, Cupcake saw the pulsating head flaring in powerful rhythm. she felt herself being driven upwards by the now barrel-like girth of the Sasha's mighty organ surging up from below, her gurgling throat slowly taking the throbbing shaft back within, until her lips wrapped around it just below the bulbous head. She swallowed, gulping mightily at the incredible, heated flesh filling her throat, swallowing madly in an attempt to once again have the wondrous ecstasy of the entire shaft buried within her now wildly heaving body. She managed to get her lips around the flaring flesh of it once more, her jaws splitting with the size of it. Gushing spurts of cum now jetted from the hole in the still exposed tip, arcing in powerful streams into the air to land with loud, wet splashing plops on the floor. She craned forward, seeking to swallow it in its entirety, until only the still splurting tip peeked from between her pouting lips. She wriggled, straining forward, almost instinctively knowing that what came next necessitated her having the entire cock totally within her. Finally, her pursed lips closed over the heated, pulsing tip, and she swallowed a final time, the flooding cum spurting from it filling her mouth and bulging her cheeks with the incredible flood of it. Swallow as fast as she could, she could not keep up with the flow, and gouts spouted from her pursed and pouting lips to dribble down her chin, and land upon her wildly wobbling breasts.

Sasha felt Cupcake swallow her. The waiting need seemed to redouble, and she felt the weight in her belly and balls double and re-double. Her cock went rigid, hardened by the driving desire and lust she felt into an unstoppable tool of Sex. She let loose the smoldering energy within her, allowing it to flood into her straining balls and cock, its heat driving her to new heights of sexual need and want. Cupcake would have her Gift, indeed. The long forgotten lusts she had known as a normal human drove her to heights she had not felt since that fateful day so long ago, and her Energy was stronger than it had been since then. Cupcake would have the Gift beyond all others, as Sasha felt both love and lust grow as fast as the gathering flood.

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Part 1, Chapter 8

Cupcake had been through several of the most powerful and soul-shattering orgasms she had ever experienced, and the screaming ecstasy she was feeling now was more than a match for those previous experiences. But what she felt building within her was something primeval and strange. Her entire being was experiencing something that matched the most potent orgasm she had ever felt, but compared to what she felt coming on, it was as almost nothing.

Sasha knew it was now time. Cupcake had swallowed her, and her entire being was splitting with the incredible Power of her Energy. Her body went into quivering rigidity, her huge body arcing up off the couch in an attempt the drive the searing need of her cock into the uttermost reaches of Cupcake, there to spew forth the almost uncontrollable flow seething within her body. Cupcake would be the Most High, even if no one but Sasha knew it. She would carry the capability of being a Queen, needing only the proper triggering sexual act to set her off, the proper amount of Energy to Change her. She had never been Changed, but the incredible energies Sasha would soon pump into her would give her the capability. Sasha could not stop now, even if she desired to. To fuck Cupcake, to spew her Energy into her was not a mere desire, it was a need. Never had she felt desire this intense since she and Fifi had first fucked. Still, it would take quite a bit of Energy to enable Cupcake to become a Queen.

Cupcake felt it. It grew, expanding in intensity in geometric bounds. The pleasures she had felt before almost paled in comparison as she felt the onset of the most incredible orgasm of her entire existence. It blossomed within, until her entire body was involved, poised on the edge of the most mind-bending, soul-shattering searing moment of ultimate ecstasy she had ever known. And there it stayed, quivering just at the edge.

Sasha let loose just then, the flood dammed within her quivering balls and shuddering belly released. The flood was so intense that she could feel the cum-channel of her mighty prick bloat and swell, the rock-hard shaft swelling into titanic girth. The back-flow of it caused her tits to bloom into wobbling growth, the nipples themselves growing rigid, matching the mighty cock in hardness until they, too, swelled into hugeness. She felt her straining balls spasm crazily as the impossible load within them increased to the bursting point. Each flooding gush was visible along the length of the now quivering shaft, swelling it momentarily like a soft rubber hose, each one traveling up its hardened length in regular order. She felt the first gout swell the bulbous, flaring head to incredible proportions, the agonizing pleasure spearing through her, and then she was spouting cum in torrents.

Cupcake felt the heat flood into her, the pounding of the shaft distinct as each torrential gout of cum gushed into her. Heat filled her, as did the flowing flood of cum. She felt her tits fill with it until they ached with their hardness and searing load, and she looked down at them. She watched, trembling on the edge of total release, as they visibly swelled, growing from the size of melons to the size of watermelons, each firm and upthrust boob quivering with its load. They continued to grow, the nipples aching with the hardness in them until they were huge, freakishly huge, like a cow's udder rather than a girl's breast. Cupcake grew, the Energy blasting into her body like a Niagara. Still, the huge cock she rode also grew, faster than she, until the base of it felt like it would split her wide open at the crotch. Cum blasted into every portion of her body, releasing Energy into her. She felt it, her now monstrous tits bouncing and quivering before her as she shrieked at the explosive forces tearing through her body. She neared the release she sought.

It was then that a new feeling coursed through her pleasure-tortured body. Just above the wide-spread cunt, a heat and weight grew. It increased, becoming almost agonizing and unbearable in its intensity. She wailed and screamed as it went past all limits, the screaming intensity almost driving past the edge into madness. It let loose suddenly, the feeling changing but becoming even more intense. She saw through tear-blurred eyes what was happening, as she felt it release in an explosive burst of power. A flaccid cock sprang from her crotch like it had been shot from a cannon. It resembled an uncoiling hose as it arced upwards and out to land with a loud 'slap' upon the Queen's straining belly. It seemed to fill, until it resembled a python, thick at the base and tapering to something the size of her wrist just behind the helmeted knob of the head. It was at least a yard long, and Cupcake could feel it swelling into hardness as the straining of the oncoming orgasm approached. Cupcake felt it become more and more rigid, the arcing shaft bending up along half its length behind the tip, the base half arcing downward from the weight of the thing. It quivered and danced, Cupcake finding that it could be bent like some arthritic python that it resembled.

And then all hell broke loose.

Sasha could hold back no longer, and let everything go, releasing energies that had not been seen since the Day of Change up into her beloved's velvet belly. Cupcake felt the fleshy length of her newly acquired 'python' grow incredibly rigid, so fast did it do so, that it slapped into her now gigantically grown tits, sending them into a shuddering, wobbling dance, and then point quivering upwards, now hardened into a rod of throbbing flesh. The Energy blasting into her increased in rate, until it was a thundering torrent of searing heat. Cupcake gasped, moaned in a whining, high pitched animal squeal at the feelings coursing through her body. Her entire body stiffened into rigidity, trembling. Her bloating belly began to spasm, contracting in powerful, rhythmic beats, and she felt the fleshy walls of her splitting cunt clench and grasp at the huge hardness within. The quivering rod before her suddenly blasted out a scalding stream of cum in a steady flow. Her nipples hardened further, swelling, elongating, growing, until they, too, were miniature versions of the spouting cock now sprouting from her cleft. Her tongue swelled within her mouth, forcing its way between her clasping lips, forcing her jaws open wider and wider as it slithered out of her oral cavity, and then it too became rigid, and spewed forth a flood of cum into the air.

The promised ultimate release began, her entire being involved in an orgasm of such duration and totality that she slipped almost into complete madness. Her entire body became a single organ of pleasure, male and female at the same time, orgasm coming to her from her spasming cleft, her gushing rod, her spouting tits, her spurting tongue, her clenching asshole. It spread to her entirety, and she flailed her body about wildly, out of control. Still the flooding Energy filled her, overwhelmed her, overflowed her. Sasha groaned mightily, finally, after fifteen minutes of tearing orgasm, spent to satiation.

Cupcake lay on the couch beside her, quivering and moaning as occasional spasms seemed to course through her. Sasha now had returned to her normal five foot eight inch height, only her maleness remaining huge and gorged. She jerked her hips back, pulling the now slick and deflating cock from within Cupcake's still clenching cleft. Cupcake moaned with each movement of it, the girl's hips jerking in reflexive response. Sasha stood, the now softened but still huge organ still buried in Cupcake's upthrust hips. With a final turn, Sasha withdrew the dripping member completely, the still swollen head coming out with a loud wet sucking pop. Pools of cum gathered, flowing out from the now gaping, now clasping hole. Cupcake screamed softly, her sweat soaked head flailing as the once titanic member was pulled from her. The girl seemed to collapse then, panting, her hips still humping rhythmically, as she lay face down on the couch.

'Done, for better or worse', thought Sasha. 'She is as close to a Queen now as none before her. She will have to learn control, now that she is Gifted with so great an amount of both Cock and Energy.'

Fifi watched the Cat. 'She will have to learn control', thought the Canid Queen. 'She has the native viciousness that is required of a Punisher, but her own lust and want seeks release uncontrollably.' She reclined further, watching the Cat assault the screeching servant once again. This time, the Cat was ramming her huge erection into her slave's rectum. The Cat was learning to cause just enough pain to still be on pleasure's side, tormenting her partner's body with her power. The Cat was now fully gifted, though not as much so as one of Canid nobility. The lithe and muscular body was still much the same, only the breasts were now crested with huge nipples, and the long tail had an unusual new feature. Fifi watched the rounded rump of the Cat quiver with each powerful thrust, jockeying the now huge and swollen cock deeper into her subject's ass. Already trickles of cum oozed from the tortured rectum of the servant, indicating that the Cat was already spewing a rather large load into her. Fifi watched carefully as the servants stomach began to swell.

“Cat. Try the tail now. Hold back your cum to a smaller flow yet. Also, experiment with the Flow of Energy into your subject. Your nipples and hers might prove to be the stuff of interesting experiences.", advised Fifi.

Cat grunted in acknowledgment, the eyes slitted, lost in pleasure. Her lashing tail ceased thrashing. It began to swell at the base, increasing in diameter at least to the thickness of her forearms. The thickening traveled up its length slowly. A glistening redness emerged from the end of the now stiffened tail, and the skin seemed to retract slightly towards the rapidly expanding base. Soon, a wetly slick cock was revealed. It no longer stood at rigid attention, but waved about. It looked still rigid and firm, but flexible now. It curved this way and that, the tapering length still thickening from the base outwards. The glans swelled, congested to purplish hue, and began a halting descent until the entire lengthy tail-prick arced downwards to between Cat's still pumping ass.

The servant's cunt, just below the now cum running anus was in plain view to Fifi, and she watched with further interest as the probing, pulsing glans of Cat's cock sought blindly for its promised haven. The hugely swollen head thrust aimlessly at it several times.

Cat moaned, and growled softly, moving her hips in swiveling fashion until the probing head finally slipped between the lips of its target. The cock-tail quivered, thrusting powerfully at the protesting hole. Cat snarled, in frustration and anger, and gyrated her hips. The engorged head slowly forced its way past the resisting lips until, with a rising, whining moan from the servant, it slowly sunk in, more and more of the length disappearing into the tortured servant's cleft.

Fifi watched with real interest. Of the Queens of Mall, she was perhaps the most cruel, in a sadomasochistic sense. She did not actually torture, per se, but did inflict pain on her subjects. Cat was also an unusual subject, her feline tail proving to be an interesting novelty now that it had been altered. The tail ceased its rushing thrust, and began to slowly swell thicker. It began a slow pumping motion, the portion remaining exposed alternately arcing like a fisherman's pole as it withdrew, then quivering as it thrust itself once again into the depths of the servant's womb.

“Now, the nipples. And bring the tongue into play. Once you achieve full penetration with all, go for size, holding back the flow of cum until it can't be held back. You achieve better results and fantastic amounts of pleasure if you hold the flow back as long as possible." ordered Fifi.

Once again, Cat grunted in compliance. Now Cat's nipples, disproportionately long, became even huger, swelling much like her tail had. Shortly, they were twin serpents, arcing and reeling as Cat seemed to practice. With a snarling grunt, Cat reached around her slave's torso, her hands reaching between the now grossly swollen tits of her target, and then pressing them outward. Her squirming cock-nipples seemed to become more rigid, and then began to poke insistently at the servant's own nuggets. The pressure of the twin pricks on the soft breasts they attacked increased until the seemed to indent the soft mass at least six inches. A soft thudding pop sounded, accompanied by a low moan of pain from the now writhing servant.

Fifi watched as the breast's indention seemed to slowly fill back in. She noted with satisfaction that the still swelling nipples of Cat now pierced the subject's nipples, and that cum was already beginning to ooze from the now rapidly inflating boob. The second one achieved penetration then. Now, the grunting from Cat became a gargling moan. The tip of her swollen tongue now poked from between her pursed lips and rapidly thrust outward into gross hugeness. It too arced toward the now screeching slave, cutting off her screams into gagging gurgles as it slipped into the depths of her throat. Cat now went to town, hunching and moaning in increasing frenzy as she pumped her various members in and out of the slave's tortured holes. The slave was filled, mouth, cunt and ass, as well as teats, and well filled at that thought Fifi, watching Cat's numerous organs swelling by the moment. Then Cat herself began to grow, reaching her maximum height of ten feet. The slave beneath her seemed to bulge and shudder from the invading horde now battering deeper and deeper inside of her. Fifi noted that each of the thrusting members slid past each other, each seeking a hole to exit and finding the way blocked. Cat arched back, revealing her huge breast's pumping motion as she tit-fucked the slave. Fifi watched as Cat froze into rigid trembling, and heard her keening moan as she strove to bury each of the now pounding members deeper into her subject.

Cat came, each of her now rigid, bulging members spewing forth flooding cum into the rapidly swelling form beneath her. With no outlet, the flood filled the slave quickly until Cat was crazily pumping on top of a huge pillow of cum-filled flesh, like some gigantic living waterbed. Finally, Cat seemed to collapse, only her hips still thrusting weakly into the rolling mass beneath her. Fifi had only seen this a few times, the subject so filed to bursting that it looked like a room sized waterbed with a person growing in the center. Cat's members sucked out from the buried depths of the slave, growing soft and shrinking quickly. Each dripped cum as it slowly slid back into whatever sheath it had burst from, only the massive cock remaining visible.

Cat stood up, unsteady on the slow waves of rolling cum filled flesh beneath her feet. Pools of the viscous fluid were already forming where the body indented the surrounding mass, the slave slowly draining out. Cat dripped cum as she made her swaying way to the edge of the living bed and stepped to the carpet. She approached Fifi, and then knelt on one knee before her, arms wide, and hands clenched into fists.

“Know, 'O wondrous Queen, that I am yours forever! This power you have given to me, I will use for you for as long as I am. Command me, and I shall do." Cat looked so serious, Fifi had to repress her laughter.

“Cat, you know what I have in mind for you, and why I have gifted you so lavishly, beyond any other of your kind. Do that, and I will give you yet more power, and free you as a Canid Noble, there to do as you will. Find this human, Cupcake, and bring her to me. You may conquer her if you will or can, but bring her to me, and great things will be yours."

“I will do so, 'O Queen! I swear!"

“Yes, my dear Cat; I am sure you will. But for now, unreel that slippery cat cock of yours and fuck me. Watching that last performance has made me horny!", said the Queen, rolling onto all fours and waving her ass at the now smiling Cat. Cat's massive cock arced upwards, growing harder, as she advanced to service her Queen. She grinned as she grasped Fifi's wide hips and thrust the now rigid flesh as deep as she could into her.

The cat smiled evilly and triumphantly thought 'Yes, 'O foolish Queen! Power I have now, and soon more! And soon I shall fuck you when I will it, until I tear you asunder with my power! I fuck you now, bitch Queen, as you order, but soon…' as she bent to her task with great pleasure, 'you will be less than the lowest slave, and a toy for my pleasure.'

Cat began to wildly fuck Fifi, thinking of the time when she would not be giving pleasure, but torturing this bitch with her might. She fantasized Fifi's begging screams for mercy as she relentlessly grew until the bitch burst and had one of the best orgasms she had experienced yet.

Cupcake moaned and turned over. She felt an unusual feeling, very pleasant, and a weight between her legs and lying upon her thigh. She looked down, and saw the flaccid, but still very large, prick laying across her, its head alongside her knee. She gasped in surprise and shock, thinking at first that the Queen had strapped one of those miraculous dildos to her and activated it, but she saw no straps, and had not felt Sasha place it. She suddenly knew it was real, hers. She grasped it, feeling its warm heaviness in her hands. She explored between her legs with her free hand, feeling the heavy and shockingly dense testicles, cupping them, and then explored beneath them. Her pussy was still there, but seemed to be relocated slightly 'southwards' of its original location. Her anus was still in place. She fingered her cleft, finding the sensitive nubbin of the clitoris still there, and if anything more sensitive than before. The merest brushing of it had brought waves of extreme pleasure, and she had felt the meaty cock in her hand swell for a moment in response. She bent closer, and began to examine her new member in greater detail. Something was also different about her, not merely the rearranged plumbing and new member. She gasped in surprise again, finally noticing that, while her breasts were slightly larger than originally, but only slightly, her nipples were huge, and an investigative tweak proved them to also be incredibly sensitive.

“Yes, some changes occurred, my little one. And some surprising ones, too." Cupcake turned towards the voice, seeing Sasha reclining behind her on the large couch. The Queen lay on her side, head propped up with one hand, her lush curves and huge breasts sending a slight thrill through Cupcake. Cupcake now remembered what had occurred between them clearly.

“Oh, Sasha!", gushed Cupcake, throwing herself on top of the Queen in loving embrace, “It was so… Wonderful! I never… I can't begin to say what I feel!", continued Cupcake, enthusiastically covering the smiling Queen's beautiful body with kisses.

“Now, my little one, you have been gifted as few, if any, have ever been. You will have to learn control of your new abilities and your new organ." Sasha said, gently stroking Cupcake's now tumescent penis. “Rashael and you seem to get along very well, and I understand a certain Tulley has asked to be body servant to you in the case of your being gifted. I will leave them to teach you the necessary skills."

“Also, my dear Cupcake," continued the Queen," I have been busy while you recovered from our bout of love. I have been informed of some disturbing developments."

Sasha told Cupcake about Fifi's possible plans to capture her. She had been informed that Fifi had chosen a 'special agent' to seek out Cupcake and capture her, the agent's actual name or even species being unknown. The Queen continued, explaining to Cupcake her plans to secret her away from the Bitch Queen's grasp, making her a Guard and sending her to the North Palace to guard Shestallion in her captivity. Neither Queen fooled with that particular situation in any way, so Cupcake would be perfectly safe there. Rashael the Large would also be assigned there, as would Tulley as Cupcake's personal body servant. Sasha did not tell or even hint in any way that Cupcake was a special case, being as she might become a Queen herself. Sasha now realized that the strange virus had never touched this human, and the change was due to Energy alone. The selfsame virus that had made the Queens had also locked their servants from ever becoming so, and she had vastly modified her ideas about establishing her Rule off-planet. If all could become Queens, life would be interesting, but she would not rule. She was chagrined a bit about it, as she would merely be first among many, but just perhaps if she became bored with life here it would be worthwhile. With that decided for now, she told Cupcake that her ship had been sequestered by the automatic docking facilities of Mall, and none could remember how they were operated. It would be some time before it was freed, and perhaps Cupcake felt no great rush to leave anyway, now that she was fully gifted? Cupcake agreed readily, remembering the fantastic pleasure she had experienced, and she looked forward to experiencing more. The Queen then called in her servants and the waiting Rashael.

“Rashael, Cupcake is now fully gifted, both Cock and Energy. I want you to take her training in hand, and to make her a Guard. I am also told that Fifi seeks to obtain Cupcake for her own reasons, and am therefore assigning you and her to the next Change of Guardians at Shestallion's Palace. Now, take Cupcake out, dress her in Guard's uniform, and begin her training tomorrow. Also, the nymph Tulley is to be her personal body servant, so make sure the proper people are notified. I will be watching with great interest, and perhaps will be seeing quite a bit of both of you in the very near future." The Queen's smile was a friendly leer as she said this, promising future pleasure. “Now, go. Be sure her training begins tomorrow, as Cupcake does not as yet have the needed skills or control."

As they left, Rashael reached down, hugging Cupcake to her side.

“Ah! A new Guard to train! I think our training will be very interesting, indeed, my little cadet!" Cupcake looked up at the full, lushly built figure of Rashael and had to agree. It would be very interesting indeed. They traveled back the way Cupcake had first entered. Cupcake's travel suit, it seemed, had been taken by servants for thorough cleaning and slight alteration. Rashael seemed puzzled, asking Cupcake if she had truly been gifted by the Queen, as she was still quite short in comparison to a fully gifted Guard.

“I guess Queen Sasha knows what she does. Normally, a gifted one would be at least of my stature. Still, that new member you wear does show you are gifted. Don't be surprised if it gets rather large. While it hangs to your knees now, it will almost certainly grow as your body accommodates your new energy level. You do not yet have complete control of it, but that comes rapidly, and soon you will be able to shrink or grow it as you desire, and even retract it completely, as I am." Cupcake noted that the organ that had once jutted from Rashael's cleft was absent, no indication of it given by the material covering her crotch. Cupcake, however, dangled. The heavy column of flesh swung and bounced from her knees and thighs as she walked naked down the halls. The feeling was quite nice, though she received appraising looks from many passerby and felt a bit embarrassed. Soon they reached a section of alcoves. Rashael directed Cupcake to enter one, giving her a pleasurable surprise of a long, lingering and deep kiss. Cupcake could feel the new cock throb gently and become firm, and when Rashael's hand gently brushed her now stiffened nipples, Cupcake sucked in a sharp gasp at the pleasure that shot through her.

“Tulley is inside, with your new uniform. Take care, as Tulley can be rather… Enthusiastic… As you have seen. Remember that you do not yet have control, so leave this…" Rashael hand clasped her now once again tumescent penis for a moment, “in your pants for the moment. We can begin your Cocking tomorrow, but for now, let Tulley know it's Pussy or No." Rashael once again embraced her and passionately kissed her.

Cupcake yelped as Rashael smilingly stroked her between her legs producing a remarkable three-way sensation as anus, pussy and penis all were fondled at once. Cupcake found herself almost instantly erect and wet. She watched in subtle disappointment as Rashael took her leave, calling her farewells over her shoulder. Cupcake found herself almost entranced by Rashael's retreating rump as it rolled slowly out of sight. She eyed her now painfully throbbing erection, and felt herself growing wetter by the moment. She hoped Tulley would be able to help. Cupcake entered the alcove and was instantly grabbed and smothered in fervent kisses and busy hands.

“Oh, mistress! My dear mistress! Ah! to be gifted with both Cock and Energy so soon by the Queen herself!" Tulley's gaze shifted downwards. “And so generously gifted, as well! But that must be discomforting, mistress. So hard it is, it looks fit to burst any moment. But you are not yet knowledgeable about such things… Still, there are ways…" She looked at Cupcake, smiling shyly but quite mysteriously.

Cupcake now eyed the Nymph, her gaze running over the voluptuous curves of Tulley's body. She felt herself grow even harder, if such was possible, and groaned at the sudden weight.

“Tulley, this thing wants something, and I can't control it! It hurts now, and if something isn't done soon, I may just lose all control. I'm horny as all hell – only it's my pussy that feels that too, and even more strange, my asshole keeps giving me strange feelings."

“Not to worry, my lovely mistress! While your new cock may not be satisfied directly, there are other ways to remove its ache! Allow me to guide you in this. This time, I shall be the one to wear the dildo, and you shall receive me. But there will be a great difference in the end result, believe me!" Tulley grinned, and strode to the wall, opening a recessed cupboard and withdrawing the now familiar wonder dildo.

As Tulley strapped it on, she told Cupcake to get on the couch on all fours. Cupcake did so, feeling the newly acquired weight of her now very large cock flexing up against the couch right in front of her widening eyes to her heartbeat's rhythm. It ached worse now, and when Cupcake looked carefully at it, it was now much larger than it had been. As she watched, it seemed to shudder, sending an increasing ache, but not a pain, through her, and visibly grew.

“Tulley, this thing is growing by the minute! And I can't stop it! Migod!" she breathed, noticing another new happening, “My goddamn tits are growing too! Jesus! I'm growing bigger! And this thing is getting huger very fast!" The now rigid rod beneath her was no longer growing in spurts, but was expanding by the moment, growing in length and girth visibly as she watched it pass her eyes in mounting horror. Her breasts were also swelling and now dangled beneath her chest until they almost touched the now huge cock.

“Tulley! Help me!", Cupcake begged, feeling sweat break out on her brow. The ache she had felt increased, still not a true pain, and a new feeling of heaviness grew in her, as well as one of tightness. The rod jutting beneath her belly grew even faster.

“Oh, mistress! The Queen has greatly gifted you, indeed! I've never seen one grow so large so quickly!" Tulley now wore the dildo, and it jutted jauntily from between the nymph's legs, erect and quivering. Cupcake thought it no longer looked huge, as it had before. Though any normal human would consider its size more appropriate for a horse, Cupcake's own now engorging flesh dwarfed it. “We must wait till it has slowed its growth, for your breasts also enlarge now, and to do this too early would be dangerous to both of us." instructed Tulley, absently stroking her own endowment.

Cupcake could only shudder and moan softly, her hips now slowly hunching in grinding motion. The huge shaft jutting beneath her now rubbed between her newly titanic tits, causing them to wobble gently, ripples running through both enormous boobs as the now thigh-thick column jerked rhythmically. Cupcake had once seen a well endowed woman give a boob job to a male, and she was distantly aware and struck by the fact that she was giving one to herself. She moaned, feeling herself growing larger, and looked over her shoulder. She saw that even her hips now grew, becoming more rounded. She noticed that Tulley no longer looked only slightly smaller than her, but was practically a dwarf.

She came to the shocked realization that it was she that was growing – not Tulley shrinking.

---

Part 1, Chapter 9

Cupcake gasped. Something was changing within her, something powerful and it was coming on rapidly. She felt like hundreds of internal explosions were wracking her body, sending her now fleshy limbs, her now huge breasts and her overwhelming erection rippling and jerking in a dance of uncontrolled jiggling.

“Tulley!", Cupcake moaned, “Help me! I can't take anymore! I'm going to either explode, or go fucking nuts! It's still growing! I can't stop! I can't stop! Omigod! I! Can't! Stop it!"

Cupcake's straining flesh now jutted well past her head, emerging from between the now titanic cleavage in a slow, but steady, flow of taut, engorged flesh. She was on her knees and elbows, newly rounded ass thrust in the air rippling with each grinding pelvic thrust. Her testicles were huge and painfully laden, lying on the couch and swelling ever bigger.

Tulley watched with concern. She had never seen one grow so large so quickly before. The Queen had gifted Cupcake most powerfully, indeed. The huge, now rippling boobs had grown larger than Tulley had though possible, considering the newness of the Gift. And strangely, while Cupcake had grown large, at least the stature of the High Nobility of Elite Guard, she had not sprouting as those did, but retained her figure (aside from the temporary extra flesh now rounding her rump and thighs, but that was part of the process of making the newly acquired Energy part of her being). The straining cock itself was bigger than Tulley had thought possible as well. While a Gifted one could make it huge, Cupcake did not yet know the methods, so this must be the natural growth of it. And it was incredibly huge for that. None she had ever seen newly gifted had grown so large, nor had their endowments come so fast as Cupcake's now incredibly sprouting body. Already the newly granted cock was grown like a fleshy log, the turgid head of it poking from between the massive mammaries a good three feet, and still growing visibly, sliding from between Cupcake's now prodigious cleavage steadily. Cupcake was moaning, Tulley's new mistress writhing upon the couch, her eyes closed and mouth opened in an 'O' of lust and discomfort. Her entire formidable body was awash with sweat and Tulley could see the play of her shined muscles as her body was wracked with the growing pressure and need. Her dear Cupcake was upon all fours, her now extensive ass in rippling in the air, her back arched downwards and head thrown back. The servant saw the swollen testicles heavily resting on the couch, their sack tight and painfully dense with its impending loads.

“Tulley! Do something! I can't stand it! I can't stand it! It hurts, and it won't stop growing! I'm going to go crazy if it doesn't stop soon!", moaned the writhing giant.

“Easy, my mistress!", soothed Tulley. “This is only your new power exerting itself for the first time, and no harm will come to you."

“I can't stop it, Tulley! I'm holding it back as much as I can, but I can't stop it!", moaned Cupcake. “It's coming out! It's too much for me to hold back! I'm going to explode!" The gigantic, swollen head of the cock now was visibly throbbing, the rim of the straining head flaring in beating rhythm as streams of cum shot from it in arcing flight to land on the floor with loud splattering sounds. Cupcake's now stupendous mammaries crested the couch, the huge rigid nipples visible on either side as they overflowed the edge of the sofa. Her hips bucked in short frenzied thrusts in time with the jetting streams of cum shooting from her cock, a straining groan emerging from her with each pelvic thrust.

Tulley was disconcerted. Cupcake was mightily gifted; incredibly so. In all her considerable years Tulley had never seen or heard of anyone reacting with this power after being gifted. The symptoms were the same, but so powerful as to beggar belief. Her own erection seemed to be inadequate in the face of so much Energy. Still, her mistress was in severe distress and she must perform soon. The reaction to being Gifted was overly strong, and Cupcake was still in the throes of her introduction to Energy, the newly formed cock now grown to at least four feet in length but with no sign of stopping on its own. It was time to ease Cupcake's discomfort as best she could.

Tulley climbed upon the couch. The Nymph positioned herself between Cupcake's legs and grasped her writhing mistress' hips. She looked down as she tilted her own hips, carefully aiming her own shaft at the flush lips of Cupcake's anus. The aperture alternately gaped and shut tightly – an uncommon reaction. Tulley eased her torso forward, being sure to keep the head of her shaft aimed at the bucking hole. She made contact and prepared to thrust it in. With a feeling somewhat like a hand grabbing it and yanking, the hole sucked the entire shaft in, surprising Tulley. The suction seemed to increase in rhythm with Cupcake's spurting jets of cum. It felt like a sucking mouth grasping it, trying to suck the cum from it by main force. Tulley felt the dildo-cock swell into hugeness as the suction held her to the now twitching cheeks of Cupcake's ass. Tulley gasped, and came with a suddenness that frightened the nymph. And then came again. And yet again, as the clutching hole seemed to be trying to suck the invading prick inside-out. Tulley could only cry out, held in the seemingly unbreakable grip of the slurping anus. And then, strangely, she felt an increasing pressure build in it. The pressure built rapidly. Cupcake was emitting a rising moan as it did, the newly gifted girl now no longer writhing but locked into trembling rigidity. Tulley felt the pressure in herself building, and saw Cupcake's huge cock was now no longer pumping spurts of cum, but that it was now a steady flood of milky fluid cannoning out with incredible force, traveling in almost flat trajectory to strike in a fountaining churning splash against the wall.

The pressure Tulley felt reached incredible proportions, and then nymph found herself pistoning in and out of Cupcake's backside, being driven uncontrollably by the pressure-sucking of the hole itself. She was soon being driven forcefully back and forth like a ragdoll, her erection being sucked in to the hilt then being blown out till only the bulbous head remained in Cupcake's trembling ass. The rate increased until Tulley thought she would be shaken to pieces by it. She was slammed back and forth, her orgasms almost continuous, until Cupcake emitted a cry of utter pleasure and she was slammed against the quivering cheeks. She could feel the sucking walls of Cupcake's rectum squeeze her artificial shaft, and then the suction was incredible. Tulley felt the cum within her being actually forcibly sucked out, the shaft swollen and stretching, and almost passed out from the incredible orgasm she experienced.

Tulley, panting and worn from the incredible sensations she had experienced, slowly withdrew the now soft shaft from Cupcake's wondrous rectum. And withdrew, and withdrew. The dildo had undergone a magical change, its two foot length had been doubled. It finally came out with an audible pop and thudded softly to the couch. Tulley was more than impressed with Cupcake's obvious Energy; she was flabbergasted. Cupcake, her dear mistress, was almost a Queen in her Power.

Cupcake was no longer heaving and writhing, but had collapsed face down in panting relief. The once tremendous cock was now flaccid, the shaft visible as it emerged from under her. It was still several feet in length, noted Tulley, seeing it hanging over the edge of the couch, and was as thick as her forearm. Still, it was nowhere near the incredible monster that had pumped out the flood of cum still covering the floor and walls of the alcove. Cupcake was also returning to her normal height, and the gigantic boobs were even more rapidly shrinking to their previous size. Tulley's artificial cock dragged on the floor as she walked over to the open cupboard, sending a thrill through her, but reminding her of the frightening power Cupcake had exhibited a few moments before. The nymph reached under the thing's testicles and released it, then unbuckled its straps. She stepped out of the harness and replaced it, having a bit of difficulty managing to fit the now larger dildo in its original place. She removed a package and shut the cupboard.

Cat was enjoying herself. The dog-slave above her was screaming in agony as the feline drew her downwards onto the huge hardness that speared into the screaming canid's ass. The canid was gifted herself, but much less than Cat. The canid's erection was already spurting jets of cum into the air, but Cat had plans about that. She carefully watched the pulsating cock of the canid as it slowly throbbed in growth. When the protuberant head of it reached the level of the canid's flailing head, Cat let loose, growing rapidly. Cum discharged from the prick buried in her slave's ass as she grasped the canid's head in one hand and directed her prick towards her widely ovaled mouth. Cat shoved her tormented target's head down onto the angrily swollen head of the canid's jutting cock. Soon, she had forced the bulbous mass between her lips, cutting the screaming to a gurgling, muffled gasping. Cat tilted her pelvis slightly, aiming her own massive shaft at a new point in the canid, and let the cum roiling within it flow freely.

She watched in rapturous orgasm as the canid's swollen prick suddenly began swelling like a balloon, doubling, then tripling its already massive diameter as the torrents of cum flowing through it increased. The canid's cheeks blossomed with the load they were experiencing, her throat rippled with the flow. Cat grunted in evil humor as the canid's belly began to swell, her own large flow of cum increased hugely by Cat's. A vicious cycle had begun; Cat enlarging the already large flow into a flood, and the canid pumping it back out her still sprouting cock back again, to be once more pumped out. Soon, the canid was rippling with the force of the flood shooting through her. Cat grinned, and released a final flooding gush of cum into her, and then withdrew her massiveness from the tortured canid's ass with cruel violence. The canid's plight was not eased; her own energy was now turned to enlarging the flow of cum. She was in Frenzy, wanting to only rid herself of excess energy by fucking anything she could. And she was, only it was herself she was fucking, the streaming flow blasting back into her as fast as she could pump it out of her writhing body. Her Energy was bent to the task of building more cum in an effort to rid her of the burden she was experiencing, and the flow increased by the moment. Cat watched, fascinated by her victim's plight, as the canid was actually swelling. Her breasts jutted in perfect hemispheres, oscillating with the increasing pressure and her belly was now huge. Cat watched as the swelling spread; soon the canid's limbs were themselves bulging, her ass growing huge as the amount of cum increased. The canid would not burst, Cat knew, but she would fill like a balloon on a firehose until she reached stasis – all her energy spent, and then went through the agonizing ordeal of incorporating the tremendous load within her. Cat smiled, watching the now rapidly growing canid become grossly huge. Punisher was such a nice thing to be, she thought.

Fifi was also enjoying herself. The long trip to Sasha's castle was usually boring. This time, the news of an untouched female human was an intriguing fact. The Queen fantasized about their meeting and was making herself horny. Untouched flesh; something to experiment with after long and careful thought. Would Fifi be aggressive, thundering into her cringing victim with all her might, or should she be gentle, perhaps even submissive? So many things she had experienced in her long life – and this would be the first new thing in a long time. She gestured to one of the out-riders.

“Has Cat finished yet?", she inquired.

“Yes, Majesty. The punished party now screams in unending frenzy, and will soon be bereft of all Power by her own cock. Cat was particularly imaginative in her Punishment."

“Very good! Very good indeed! Perhaps I shall ask Cat to recreate it for my pleasure later. But for now, pass your horse to another, and come to me. I feel in need of some pleasure myself. And have Cat present. I wish her to join us."

The guard gulped nervously. “As as you wish, Great Queen."

Fifi enjoyed the guards discomfort. She arranged herself into a small, voluptuous body. The guard could only guess what Fifi intended – that she be the object of Cat's re-enactment. Fifi would re-Gift her afterwards, but the thought of Cat's playful methods would indeed be something something to witness. She also meant to instruct Cat in what to perform provided this Cupcake could not be made hers.

Cupcake groaned. She lay on her back as Tulley dressed her. She was still not fully recovered from the incredible experience she had. When Tulley grasped her now shrunken but still huge cock to stuff into her panties, Cupcake found herself dry-orgasming uncontrollably; the cock springing into erection, and at least eighteen inches in length. Thankfully, that was as far as it grew this time. Cupcake looked down at the Nymph still busily dressing her, and saw with some embarrassment that her spurting cum had caught her in the face.

“Sorry about that, Tulley"

“No fear, my mistress! I am now yours to do with as you will, and consider this a sign of your love for me." The nymph licked at her glistening lips, greedily swallowing the milky fluid. “Ah, but you're greatly Gifted, indeed, my mistress! I have seen a great many of the Powerful when they were first Gifted, but none matched you in your sheer Energy! You are probably the mightiest of all, save the Queens themselves. In raw Power, you are unstoppable! Your training will have to be done most carefully, indeed, lest you blast some poor thing into Frenzy when you meant only pleasure. Now, be still, and let me finish dressing you. You will a great addition to the Guards, and perhaps the most attractive to wear the uniform. See! It seems you are a natural for this state of dress!"

Cupcake peered at herself in the mirror. She was nowhere near as tall as the monsters walking around loose. She was still her normal height, and her attributes were still the same slim configuration she had when she first landed. Her breasts were bigger, but certainly not the melons most of the Gifted wore. Still, she had to agree with Tulley about the uniform. The twin triangular patches strapped together accentuated her breasts most nicely, and the triangular patch at her center made her ass cheeks most lovely to look at, even if she must think so herself. The arrangement of the strapping seemed to accentuate the best of her figure in a most becoming way. She was growing aroused just thinking about it, as the now bulging loin-patch testified.

“Tulley, I notice there's a ridge running down the front of my panties; what's that for?"

“Ah, my mistress; when your male-flesh grows to the point of ripping the uniform from you, that will give way, and allow it to escape. You may or may not form Balls, but if you do, note the secondary straps between your legs. Those will contain them from swinging too wildly, unless you allow them to grow too large for them to contain. The uniform will stretch as you grow, so never worry about tearing it or being uncomfortably tight. Now come, Rashael will want to begin your training, for you will soon be traveling to your new posting, and it may be dangerous for one such as you so highly Gifted with so little training."

But her full training was not had – through Cupcake's attempts to journey towards the North Palace, she unwittingly became separated from Rashael and Tulley, and Cupcake fell deep into Fifi's lair…

---

Part 2.5, “Showtime", Chapter 1

The girl on the stage was resplendent in a baroque creation of black leather. It nipped in her waist, pushed up her breasts. It was cut away high on the hips in order to make her legs seem fantastically long. This effect was also supplemented by the ridiculously high, sharply spiked heels of matching leather, thigh-length boots. The costume was completed by a pair of black evening gloves that completely covered her arms to well past the elbows. There was a tattoo of a small bird on her left shoulder. She posed arrogantly in the center stage spotlight. Her hair was piled on top of her head in a confection of spun gold, and her skin had been oiled until it shone under the lights. In her right hand she held a long, plaited whip. She flicked it now and then, almost languorously, as though tantalizing the audience, milking their anticipation of the spectacle of violence that would follow.

The other character in the drama was a total contrast. The girl was naked, her body bound tightly to a towering tripod device, her feet pinned at two points on the base and her arms stretched up above her head where her manacled wrists were secured almost at the apex. In the stark stage lighting her flesh seemed brilliantly white and very, very vulnerable. She was positioned facing away from the leather clad girl, her shoulders, back and buttocks exactly right to suffer the full assault of the lash. Like the whip wielding girl, she had golden hair, but that was where the resemblance ended. Where the one radiated a feeling of sleek, muscular cruelty, the other was slim, almost to the point of being willowy. In her state of helpless exposure, she seemed close to fragile. The girl flicked the whip with a little more force. It was an authoritative gesture, like the conductor of an old-fashioned orchestra rapping with her baton for silence among the musicians. Conversation in the dark side of the room's lights dwindled down to silence. Attention was totally focused on the brilliantly lit stage. The crowd seemed to hold its breath as the girl slowly swung her arm back. Then it flashed forward. Drinks were set aside and expressions became rapt in concentration. The whip cracked. The girl gasped loudly and a kind of sigh rippled through the audience. An angry red welt now ran down half the length of the girl's back.

Fifi leaned close to Cupcake and breathed in her ear. “They feel the pain, but no permanent damage is done. Impossible to really damage anyone, but as far as hurting them…"

“That's a great consolation."

The noble continued to flog the girl on the tripod with slow, measured strokes. Where at first she'd only gasped, now she screamed shrilly, writhing and struggling, desperately trying to save her pale body from the agony of the whip. Cupcake slowly shook her head as though she didn't quite believe what she was watching.

“How do they get people to do this sort of thing?"

Fifi grinned wickedly. “I shouldn't think that the girl was too hard to find. I wouldn't mind having a go at that myself. I think the costume's kind of cute."

“Yeah, but what about the girl, the poor bitch who's getting her back laid open. How the hell did they recruit her?"

“Recruit? They're not recruited. She most likely pissed some noble off badly enough for her to be submitted for punishment. The luck, or lack of it, of the draw."

Cupcake didn't like the sound of the way she talked about “those people" as if the ungifted were some different, distant species. She didn't, however, say anything.

Fifi seemed fascinated by the squirming, bound figure. “It could be that she's having the time of her life. I always work on the principle that if you can imagine it, somebody, somewhere is probably doing it and enjoying it."

The girl on the stage had now dropped her whip and was standing facing the crowd in a spread-legged stance. Earlier Cupcake had noticed a studded strip of leather attached to the crotch of her outfit. Cupcake had assumed that it was simply a vaguely phallic piece of decoration. To her surprise, she found that the thing was actually stiffening into a penis. As the thing increasingly stood out, erect from the girl's body, the club's audience whistled and cheered as though helping it in the stiffening process.

Cupcake gasped as the thing stiffening between the noble's thighs grew larger and continued to grow beyond merely huge. The penis, slowly stiffening, arcing downwards under its own weight, lengthened and swelled until it was longer than the noble's arm and considerably thicker. What she had first thought to be a decorative strip of leather turned out to be a studded band that visibly dug into the stiffening flesh of the phallus. Once the penis was fully erect, the noble, hands on hips, sauntered towards the still quivering girl. She paused to run her hands over her red and striped back, and then thrust the huge erection viciously between her buttocks.

This was more than Cupcake could take. She reached quickly for her drink. “This is fucking gross."

Fifi laughed softly, “Yes, it is, isn't it?"

The girl was screaming again as the leering nobble pumped the studded monster in and out of her inhumanly stretched anus.

Fifi looked disdainfully at Cupcake. “I think you're supposed to murmur, 'divinely decadent,' darling."

“This isn't decadent, it's just plain revolting."

“Don't be so provincial. I can almost guarantee that, if you had the ability to do what the noble is doing, you'd be on top of that delightful little morsel yourself in about three seconds flat and doing your best to blow her tits off from the inside."

The girl gave a final, drawn out scream. The noble began to grunt, deep-throated, and pump her hips in increasing frenzy. A sound, like water being pumped through a garden hose, could be dimly heard. Cupcake noticed that cum was visibly spurting out of the tortured anus of the girl, squirting past the pounding monster so deeply embedded in the girl's anus. The noble gave a last gasping grunt and humped forward powerfully, viciously, and a loud smacking slap sounded as the two bodies met. She paused, panting above the moaning, prostrate body of her victim, and then ripped out the penis and turned to face the audience with a triumphant grin. As the curtain dropped, Cupcake could see the entire length of the monstrous phallus was dripping milky cum and the supine girl's anus was spurting an almost continuous stream of the stuff. She also noted that the studded monster was still spitting thin streams of cum.

A zaftig compere in a silver bikini scuttled on to the stage, bowing and leering. “Majesty, Nobles and ladies, we hope you've enjoyed this little appetizer. While the subject recovers, we present this contest for your enjoyment."

The compere was raven haired and, Cupcake thought, over-developed compared to even the extreme measurements she had seen in the audience. If the Queen Fifi had grown to vast height, and maintained her impressive attributes, Cupcake thought, She would and the compere would have been twins.

The compere bowed deeply, revealing the monstrous abyss of her incredible cleavage between the massive globes now slowly jiggling and wobbling showing them to be firm and shockingly huge. They looked like they would either spill out of the straining dress or the sheer volume they presented the containing garment would burst free, sundering the obviously straining material past the point of containment.

“She's been pumped," commented the Queen offhandedly, “and, unless she can maintain concentration, will go into a minor frenzy. She's been slowly gaining mass since the show began, and won't be relieved until it's over. A small side entertainment."

Cupcake saw the still bowing female shudder, and the twin mountains of her huge breasts visibly swell to even greater size. Small tearing sounds could be plainly heard as the straining dress struggled to contain the now vastly increased load its wearer presented. The compere looked up, giving her audience a wan smile, and straightened up slowly and carefully. She had visibly grown; not taller, but much, much larger. The twinned mountains of her breast now bounced slowly and heavily before her, every movement sending them dancing and jiggling.

“Well, that was rather nice," she said, and began to knead the massive mounds slowly, obviously with great relish. Cupcake saw that the nipples were disproportionately large.

“But enough of me though I think we'll be seeing much more very shortly," leered the compere, "Now we come to our main event for the night! An unrestrained contest of raw, sexual power between two worthy, and may I say, greatly endowed contestants, each simply desperate to have the other, and each pumped to the point of bursting! Each carrying so much cum that we'll be seeing something on the order of twin tidal waves on this stage. Yes, the cum will flow shortly, and should be quite a sight as these two giants wrestle each other for the right to be called regional champions! The winner is to be pardoned for all past transgressions and receive high gifting, courtesy of her Majesty, the loser to be rendered into a sex toy for the winner! That should get the cocks pumping!" “And now, the contestants; from the north province, Carla!" continued the compere, thought not as animated sounding as before.

A canid giantess strode out. She reminded Cupcake of a blonde version of Rashael, only as her sweetheart was sleekly built, the monster now arrogantly sneering at the audience was a strange amalgamation of the muscular build of a dedicated body-builder and the feminine.

Again, Cupcake saw that her attributes were oversized, the normally slim hips of a true bodybuilder were replaced by much wider pelvic dimensions while still retaining the massive musculature. She was also sporting a huge erection, the prodigious canine cock bouncing up and down with each step truly huge. It looked bloated it was so large, and the scarlet shaft tinged with purple looked like it was hard as steel. It was dripping constantly, cum droplets audibly landing on the wooden stage in regular cadence with pronounced thuds. Her breasts, even on her eight foot frame, compared to the compere's in relative size gigantic globes, impossibly firm and outhrust and tipped with enpurpled nipples as large as Cupcake's fist.

“And Carla's opponent in this contest, a captured Equine, called Thundercock!"

Cupcake gasped as the horz strode out. If the canid was a giant, the horz was a Leviathan! Immense masses of muscles bulged beneath the oiled skin as the twelve foot tall horz strode to the center of the stage. Her bouncing attributes overwhelmed both parties on stage in relative size and massiveness. The horz then turned to face her opponent, her arms akimbo, stance wide-legged, as she eyed the canid. Cupcake saw how she had come by her name. The gargantuan horse cock bouncing slowly before her was prodigious. The thing was at least as long as Cupcake was tall and the mammoth testicles swinging beneath that monster hung nearly three quarters of the distance to the stage floor, each the size of a medicine ball. Cupcake shuddered to think of the amounts of cum that Thundercock could pump out. And it was not just dripping it out like the canid. Fitful jets spurted regularly, each one a respectfully large amount that might represent the greatest a gifted could produce.

“Each contestant has been encouraged, shall we say, before their battle by the not-so tender ministrations of the Punisher's Guild. Each is restrained for the moment, else they'd be in high frenzy! They are now well past the point of being over-pumped and, as you can plainly see, are already brimming over. When they are released, they are conditioned to seek the other out and relieve themselves in her opponent. As both are pumped to the ultimate, either may Cock voluntarily, and should! The sight should be most entertaining, as both are masters of single combat. The first to enter and pump into the, other should most likely be the winner, but even then there is still a chance the other may hold under her opponent's assault and reply! The winner will the one that utterly breaks the other, with a tie possible. In any event, the battle you are about to witness…"

The compere's announcement was broken off abruptly as both combatant's turned toward her and ejected a healthy gush of cum. Both gushes struck her at the same time and caused the zaftig announcer to gasp.

“Watch this, my dear. I do so hate long winded announcing, and had a time limit set for her. Too bad she went over it," Fifi whispered to Cupcake with a venomous smile.

Now it was the audience's turn to gasp at what the seemingly small amount of cum did to the compere. The surprised girl began to writhe, moaning as her already burgeoning body seemed to be wracked by internal explosions. Each one left its mark, as one breast would suddenly blow up to greater dimensions and recede slightly leaving it bigger than before. The keening moans she emitted rose in volume and pitch until they were agonized screams. Her hips humped jerkily as she swelled precipitously, her hands tearing at her hair as she groaned and screamed. Suddenly, the growth-explosions ceased. The bloated girls stood quivering on tiptoe as if all her muscles had contracted and strained to extend her limbs to the utmost. She quivered there, teeth clenched as she moaned softly.

Then she exploded.

Her entire body simply blew into hugeness. Her breast, hips, belly and rounded ass grew bigger with incredible speed. The straining cloth of her dress finally gave up its battle to contain her and was rent from her body bit by bit, each ripping panel allowing some mountainously grown attribute to spring into quivering freedom. Cum leaked from all of her orifices, and a sizable erection suddenly speared out, gushing cum. Gouting jets spurted from each of the ruddily shining nipples tipping the grandeur of her tits. A pulsing flow of the viscous fluid vomited forth from her mouth, and Cupcake could see that a no less powerful flood was blasting from her ass and that even her nostrils emitted their own stream. She swelled until she fell over and lay on the stage, an outlandish sight like hills of jello. Cum geysered from her and splattered onto the stage.

“That should make footing slippery for the two," Fifi said. “And once they get rolling around, they're going to find each other quite a handful!", she chuckled.

Nymphs scuttled out from the wings and gingerly rolled the still-erupting form of the compere offstage. Cupcake watched, shocked. Every time the swollen form's erection rolled beneath her, a shriek of agonized pleasure rang out, to then be cut off in gurgling moans.

The two giants ignored the proceedings and eyed each other. The canid's visage wore a sneer while the massive horz looked like she would burst into uncontrollable rage at any moment. The canid seemed to be whispering to the horz, but Cupcake could not make out the inaudible murmurings. They seemed to be taunts and insults, judging from the reaction she saw on the horz's face. The huge Thundercock was trembling in obvious rage, and it could only be her conditioning that prevented the giantess from leaping to attack her tormentor.

“Carla is an arrogant bitch, but she is very talented in combat," Fifi said as she reclined. Her hand now rested on Cupcake's knee. “I've seen her take on three at a time, and come out on top, as it were." The hand, much to Cupcake's anxiety, was slowly stroking upwards.

“I… I don't see how she can possibly win," trembled the Cupcake, “She's up against a monster. The horz overtops her by at least four feet, and she's twice as big as her."

“Oh, Carla is very talented, I assure you," Fifi said dismissively, “and while the horz, Thundercock, is quite impressive looking and does have a certain brute prowess, it's who can cram it in and pump that cum first that counts. There are tricks Thundercock doesn't know, and some defensive moves that required a great deal of practice. Carla will show you some interesting moves, I promise you, though Thundercock may just overwhelm her. If the horz starts her pumping first Carla is going to be into serious trouble very quickly. The horz's flow will be incredible and very, very potent. But I think Carla will have her cock buried in Thundercock first and if she can maintain control will cause Thundercock to lose it. The contest is a lot more even than you would think at first glance." Fifi's hand was agitating Cupcake no end as it rose higher and higher, seemingly accidentally. Fifi didn't seem to notice what she was doing to Cupcake but the girl was squirming in reaction.

Her newly arrived addition was sending some very interesting sensations through Cupcake, and was making its presence known to both her and any interested parties that cared to look at the discomforted girl's crotch. It had squirmed its way under her belt and was slowly making its way upwards, its final destination, Cupcake imagined, to work its way between her breasts, there to rest and decide on a more promising haven.

The Queen's unrelenting massaging and the events transpiring onstage, the appearance of the two giants, the display of acres of flesh and the overwhelmingly sexual atmosphere were causing a manifestation of spontaneous combustion in her buzzing loins. Cupcake was getting harder by the moment, and her cunt was already practically dripping. The hand was now kneading the inside of her upper thigh, and Cupcake felt it tenderly encircling her rapidly swelling testicles.

“Ah! Here they go!" Fifi announced excitedly, sitting upright, her hand on Cupcake's softball-sized nuts squeezed compellingly.

Cupcake reacted with a sudden hardening of herself. The cock had reached her projected target and the still bulging head now rested happily between her breasts. She gazed down at the obvious display of her excitement and wondered where it would go next. The dazed girl saw that others had finally noticed her public demonstration of talent. Some looked hungrily at her, and one blew her a kiss and winked. Fifi seemed unaware of Cupcake's reaction as her hand continued its journey northwards. It now alternated between stroking both thigh and testicle in forceful tenderness.

Cupcake's attention was jolted from her own predicament to the stage as she heard loud guttural snarls. 'Here they go, indeed!', thought the increasingly excited girl as she saw what was happening.

Fifi was bouncing in her seat, her impassioned grip on Cupcake's thigh undisturbed, as the girl's attention became riveted to the two on the stage.

“Ohh! Look at them go!" Fifi enthused.

Cupcake saw that the twin behemoths were wrestling, the distended cocks bouncing and slipping wildly as each sought to ram there's into the other's available orifices. They also seemed to be trying to kiss, each splaying their tongue as if seeking to kiss empassionedly. Cupcake saw that, as Fifi had predicted, each was coated in slippery cum from the hapless compere and they were busily splashing each other with their own measure of cum as the twin pillars of their cocks gouted and gushed. Thundercock was throwing Carla around with ease, but seemed unable to hold the canid still long enough to plant her straining horse cock into any of the slippery holes Carla presented. In fact, the canid almost managed to plunge her spearing dog cock into the horz's anus, the tip actually entering for a moment only to pop free as the horz desperately twitched her hips sideways. The huge horz shuddered for several moments, eyes closed, seemingly fighting to restrain the burgeoning load gurgling in her guts.

“Aha! Carla managed to get a couple of quarts into her!" enthused the excited Queen. Her hand now fondled the base of Cupcake's erection with firm strokes, causing Cupcake to squirm in reaction. It seemed, thought Cupcake, that Fifi's unintentional masturbation of Cupcake was automatic and solely in reaction to the Queen's enthusiastic response to the action on stage.

Cupcake saw that the observers in the audience were watching her increasing arousal with envious delight. The one who had thrown her a kiss shortly before now plainly licked her lips in a carnal display of provocative promise.

“Thundercock is in some trouble now," continued Fifi, obviously relishing the battle. “The stupid bitch let Carla get at least three gallons into her ass. Look! See! Thundercock's already pumping too much cum. She's got to get it within Carla soon, or she's going to lose too much to pump her. Oh!" she suddenly yelled, her stroking hand squeezing Cupcake's balls with force.

Cupcake reflexively bucked, yet managed to tear her eyes off the maddening hand and saw that the horz had manged to worm her splaying tongue into Carla's mouth. The horz's huge head began to thrust back and forth urgently. Each thrust revealed that the tongue was rapidly cocking into hugeness. She could see it slide down Carla's desperately working throat with each forward thrust as the now desperate canid strove to pull free of the huge horz's embrace. It was going to be spouting cum very shortly and, as Cupcake had seen in the past, torrential amounts of cum would soon be filling the canid's belly.

“Ohh!" shouted Fifi, now wrapping her arms about Cupcake in a hugging embrace. Her one hand cupped the girl's breast seemingly by accident while the other fondled the hardened shaft of her erection. “Look! Carla's managed to get her cock up Thundercock's ass! It's going to be so close!" she said excitedly. She kissed Cupcake quickly on the cheek.

Cupcake saw that both were frenziedly humping each other, Thundecock's head pumping back and forth as her swelling tongue cocked into rigidity, Carla's hips hunching crazily as the huge dog cock reamed the horz's ass. Each was already spilling huge amounts of cum into the other as squirting gushes of cum spouted from each other's stuffed holes. Both of the giant's actions increased in intensity and each began to moan and squeal, each outburst of sound distorted and gurgling.

Fifi's embrace and debatably accidental fondling of Cupcake also increased. Cupcake squirmed in response as her erection throbbed hurtfully in reaction to the Queen's ministrations. And then there was a welling of sound from the audience. The sweating girl once more, with difficulty, averted her eyes from the very public display of her arousal to the stage.

Carla, her pouting lips, drooling cum, had been freed from the massive invader that had been splitting them moments before. She wrestled the now shrieking horz onto the floor beneath her. Her cum-drenched face lit in fiendish glee as she hunched forward, driving her huge dog cock to the hilt in the keening horz's now upthrust ass. Thundercock was undergoing a rapid transformation. The horz's brawny muscles seemed to go slack as her build became more and more feminine and softer. Her huge tits now pillowed her chest as she screamed at the punishing invasion of her wide split ass. Carla was now grinning evilly down at her squirming, squealing opponent with obvious relish. Her humping became harsher and more forceful, each breathtaking thrust sending the horz rocking forward.

“Oh, Goddd! Thus is so exciting! Carla is going to absolutely blow her apart at the seams!" Fifi gasped huskily, her cheek resting on Cupcake's breasts as she squeezed and masturbated the girl. Her hands were very busy now, caressing and clutching Cupcake's breasts, sending shooting thrills through the girl as her tumescent nipples responded. “Ohhh! I can barely watch! Carla can be so cruel too! Well, now! What's this!?"

Fifi looked down at the cause of Cupcake's embarrassment, showing surprise. “Why, Cupcake! You naughty girl! I see you are excited too very, very excited, if this is what I think it is! Oooo! it's so big!" the Queen crooned, firmly squeezing the hardened shaft “And very very hard, too! My little Cupcake, I had no idea you were so well hung and so very passionate, as well! And you're practically sopping," the Queen gasped, her busy hand now gently working between her legs, very nearly setting Cupcake off right there and then “I just hope you don't stain the seat, you naughty girl! Oooo! Now you're getting me excited, too! Just feel this!" She said breathily, guiding Cupcake's hand to her now jutting crotch.

Fifi was getting quite an erection, Cupcake noticed, as her hand grasped the enlarging shaft presented it and began to stroke it apparently with a will of its own. The heavy, slick flesh jerked under her stoking and hardened even more rapidly, swelling larger by the moment.

“Oohhh! You are a naughty girl, my dear little Cupcake! Oooo! So baaad! And so biiig, too!" crooned Fifi, her hips slowly pumping in lascivious response. The Queen's face began to slowly lower, her tongue tracing fire down Cupcake's cheek. She gasped as the tongue went lower still, the madly swiping organ leaping and darting wickedly. Fifi rolled her hips, responding to Cupcake's heavy pumping stroke of the rapidly swelling dog-flesh, aiming the now flaring crown of the Queen's erection at her. The tongue was getting lower, Cupcake noted, and she felt her own huge cock straining to meet it in its travels. When Fifi rolled her hips to the side, Cupcake's questing hand found its way to the large testicles. Their meaty heated weight was tested, Cupcake hefting them and very gently squeezing the two large globes. More than adequate, and becoming much more so as they continued to swell and steam slightly. The girl's hand stroked lower, and encountered the lips of the Queen's portal beneath. The steamy cleft was slick and wet.

“Oh, Cupcake, you evil, wicked little girl! You're going to drive me mad! I never thought you'd be so big! You're huge!" murmured the Queen, her hand milking Cupcake's testicles, her tongue licking, her head lowering.

Cupcake looked up, distracted by a sudden motion on stage. The Compere was back, redressed and cleaned up. Her costume had been changed, however. She was now corseted in a merry widow, complete with garters and high heels, all in black. Her massive attributes were much larger than before and exaggerated almost to the point of parody by the straining material of her corset. It looked like she would overflow the restraining costume at any moment as the incredibly huge breasts wobbled and bounced, the fleshy globes bulging up out of the cups in the corset. The other alteration was the enormous erection jauntily spearing skyward from her crotch and the swinging balls dangling almost to her knees. Carla was smiling, but not a friendly grin. Her visage was distortedly grinning, eyes closed, teeth gritted, as she was wracked by the explosive orgasms she was undergoing. Her hips were ramming the gushing cock into Thundercock's depths. Each breathtaking lunge terminated when her belly met her unfortunate foe's ass which sent each enormous globe rippling. The enormous dangling balls would then swing forward and slap against the horz's swollen belly with a loud smack. Each time the fleshy column speared into the horz's depths an audible gushing sound could be heard.

“Thundercock will be needing a new name, I think," murmured Cupcake to the Queen now nuzzling her neck.

“Mmmmm I told you Carla was talented, my dear," Fifi muttered sexily in response, “And I see you're pretty talented as well, my naughty girl!"

Her hand was very busy and her tongue and lips were busily investigating every inch of Cupcake's exposed skin. Cupcake gasped as the Queen's questing lips and tongue began to investigate her ear.

“What do you think we should name her?" asked Cupcake nervously, hoping to divert the Queen from driving her insane with her maddening tongue.

“Mmmm" murmured the Queen distractedly, gently kissing Cupcake's throat, “I think Thunderthighs is already taken, and Thunderbutt might be most descriptive, considering what Carla is doing to her ass, but far from euphonious." The canid Queen's nuzzlings were interrupted for the moment, much to Cupcake's relief, though her lush body cuddled tightly and the ever moving hand still sent thrilling flashes of pleasure though the girl's responding cock. “Knowing Carla's propensities, she'll most likely end up named Thunderthroat, or Thunderlips, perhaps Thundersuck. Carla is a very oral person, my dear, and dearly loves to be sucked as well as suck oooooh! You naughty girl! You're driving me mad with your hand down there!" she gasped, her hips rocking back and forth on Cupcake's fondling hand and kneading the slippery cuntflesh on the girl's digits. The Queen's erection was bouncing softly against Cupcake's left breast with each forward hunch.

“Speaking of sucking, my dear" began the Queen sending a thrill of anticipation through Cupcake. The following words were lost, for the moment at least, as wild applause from the audience drew both of their attention to the stage.

Carla was demonstrating her aforementioned propensity to the world at large with intense gusto. She had popped the massive flesh out of the tortured horz's ass and rammed the spouting member down her love slave's throat. Each thrust reamed the dog cock to the hilt, filing the bloated horz to the belly with the hot flesh and sending cum squirting out her dripping anus. Her own stretching lips were now locked around the surprised and gasping compere's own huge erection and desperately sucking it in what looked at an attempt to bodily drain it dry. The quivering compere's face wore a look of shock and pleasure as she smiled wanly down at the gulping canid now sucking her deeper into the canid's throat. She was responding involuntarily, her hips slowly humping and her crinkled nipples growing larger and hardening into purplish rigidity displaying her increasing arousal. More and more of the hardening flesh was disappearing between the canid's ovalling lips, the tapering length of her growing shaft slowly becoming more ruddy and reddened as it spread the canid's lush lips wider apart.

“Ah, that Carla! I told you she was very oral. Thunderthroat will be drinking deeply of her for a good long time, I can tell you!" said Fifi, enthusiastically as she cuddled closer to Cupcake.

Cupcake's gaze was torn between the unspeakable display of sucking lips and rampaging cock on stage and the white ringlets covering Fifi's head resting on her breasts. Cupcake watched in distracted shock as the simmering Queen's tongue suddenly licked out and swiped the red bulb of her own throbbing dog cock butting into her left breast. The Queen's unusual form of masturbation increased as the worming tongue tip splayed over the rounded, wedge-shaped glans and made the coral flesh glisten wetly. Cupcake stiffened and groaned as her own cock shuddered and hardened, growing even larger. I could do that now, she thought, I could suck my own cock so very easily. The helmeted head of it had wormed its way between her breasts and was now plainly visibly jutting out from her cleavage. It actually touched Fifi's cheek as she moved her head to lick her own massive erection. Cupcake could see heavy droplets of cum leaking from it and running down to disappear into the depths of her oversuit. The thought of sucking her own cock must have triggered something subconsciously. That, or the maddening cock the girl wore had its own mind. It strained, throbbing almost hurtfully and swelled harder and larger, spreading her breasts further apart and working the heavy ball of its head upwards to freedom. It grew in rhythmic throbbing beats, seemingly intent on reaching her own lips. She noted with surprise that she had pursed her lips, ovalling them as if in anticipation of its arrival. She tore her attention away from the entrancing sight of her hardness, from the maddening softness of Fifi's lushness and looked over the audience.

She and Fifi were not the only ones to be affected by the display on stage. Several couples, and not a few small groups, had obviously been overwhelmed by the stimulation and were now doing their best to relieve themselves of their yearnings and lusts. She saw that the one that had winked at her was still watching her with heavy lidded eyes. She was demonstrating her technique in a lascivious display of practiced cock sucking on a heavily hung feline. The knowing eyes stared at Cupcake with longing promise as she licked and gobbled the long, heavy shaft of the groaning feline. Her cheeks hollowing and bulging as she would swallow the massive head, working it deeply into her throat then withdrawing slowly to lick and kiss the scarlet head. The feline was obviously about to cum heavily. The cat's cock was spitting and leaking cum and her writhing body was gyrating and humping, seeking to drive the impassioned flesh of her searing cock into the promised haven of the teasing canid's lips.

Cupcake watched, entranced. Suddenly, the feline groaned heavily, her hips thrusting the huge cock upward. The smiling canid eyed Cupcake dreamily leering, and then fell onto the flaring shaft, gobbling it hungrily. She winked once again in avaricious display to Cupcake, then closed them as she slid her head downward, engulfing the entire lengthy cat-flesh to the hilt. The feline squirmed, then went berserk, plunging the spurting shaft in and out of the canids throat in screaming orgasm.

The canid's cheeks bulged like a chipmunk's and Cupcake heard her desperate swallowing quite plainly as she gulped at the gushing flesh.

'I'm going to go insane if this keeps up much longer! I-I can't take anymore!', Cupcake thought desperately as her internal pressures mounted.

---

Part 2.5, “Showtime", Chapter 2

Her rolling eyes refocused on the heavy flesh jutting out from between her cleavage. Cupcake locked her gaze at her own throbbing erection poking up from between her breasts. Mindlessly, she craned her head down and kissed the hot flesh of the head, licked at it, worked her tongue tip into the gaping hole in it. It answered with a spouting gush of cum. She clamped her lips around the now squirting hole, an obscene kiss, and swallowed each spurting discharge, sucking the cock tip greedily. The orgasm was wonderful, but was not doing much to lower her desire and lust. The rhythmic gushing waned and finally ceased as she sucked wildly at the tip of her cock. It did not go soft. If anything, it throbbed to greater size and hardness. Gasping, she let her head loll back onto the seat. She gazed downward, and saw that Fifi was busily sucking her own flaring hardness, her hands now both busy with Cupcake's burgeoning flesh, while the girl's hand stroked lovingly in response and worked its way deeper into the hot, wet, slick hole of Fifi's steaming cunt.

The promising winker was still gulping down the torrent flooding out of the feline with a look of adoring madness set on her distorted face. The trio on stage caught her wandering gaze.

The compere was tenderly fucking the canid's adoring mouth with a slow, loving pump-fucking. The canid's tender ministrations were directed solely at the compere. Her own rampaging canid hardness was being savagely ramming in and out of the bloated horz's throat sending the wracked horz's body rippling and heaving with each mighty thrust and splurting flood of cum. A large pool of the viscous fluid now covered the stage to ankle depth, and the jetting streams gouting from the horz's bursting body splashed and splattered noisily. The compere came again, her quivering body rigid as her large cock pumped into the smiling canid's throat. The result on the giant canid was to send a staggering torrent of cum blasting into the horz and swelling her to even greater dimensions. The geysering, spouting horz's roiling contents sought exit through every possible orifice and now gushed thick rivers of milky cum steadily from her anus and vagina, with running streams squirting from her nostrils and leaking from her ears. Twin jets arced from each of her bloated nipples to splash noisily onto the floor, one landing on the stage to add to the ever increasing lake of cum, the other sprinkling the audience in an indecent rain. Those unfortunate, or lucky, enough to have the thick fluid splatter them seemed to become charged with insatiable lust. The audience's reaction impressed Cupcake. The few couples and groups were joined by those affected by the cum raining down upon them. Scattered groups merged into writhing heaps of humping flesh, wildly orgiastic groups seeking to relieve their suddenly unquenchable lust in one another's bodies.

Cupcake squirmed in her seat. Fifi's hands were centered on her throbbing erection, caressing and stroking the hot, hard flesh to the bursting point while her head bobbed rapidly up and down on her own engorged, pumping flesh, or busy milking and squeezing the girl's tumescent tits. The girl's left hand worked at the Queen's hot, wet cunt while her right rubbed her own swirling pool of heat beneath her heavily inflated testicles. Cupcake felt herself surrounding to the overwhelming yearning, completely oblivious to her location. Her only thought now was the overwhelming desire now driving her body to relieving her unnaturally rising pressure. She felt her needs bending to a single end to fuck and be fucked.

Fifi ceased her head-bobbing, her face showing closed-eyed rapture as cum ran down her chin from her lust-slackened lips as she withdrew her head off of her squirting cock.

Cupcake looked at the invitingly glistening head of the hardened dog cock quivering in heavy beating rhythm on her breast. The wedge shaped head was deep scarlet, heavily blood engorged. It flared from the tapering shaft end that looked like it was about to split the bursting sheath jutting from beneath the Queen's dress.

“Oh, my dear! That was quite nice! And, oooo! Your hand is driving me wild! You are so responsive, you naughty little girl! And so talented and so wet, too!" said Fifi, her hand sliding between Cupcake's legs, “I just have to suck your magnificent cock! I want you inside me, and I want you now!"

Cupcake watched in increasing arousal as Fifi reached up and unzipped her over-suit. Once the suit opened, her ruddy erection sprang free into quivering display from between her breasts, which also popped into full view. Cupcake responded to this new situation by ceasing her masturbation of Fifi's simmering cleft and reaching up to unzip Fifi's dress.

“Lovely! You are lovely, my dear! And look how you've grown, you naughty girl!" husked Fifi, gripping the massive, heavily veined shaft, and stroking it with slow masturbating strokes. The head now weaved under Cupcake's chin, the lapping tongue teasing the ruby crested breasts swollen nuggets until they hurt in bulging hardness. The larger shaft springing from the girl's cleft responded in kind, now painfully throbbing in rocklike hardness. The two massive cocks, the girl's ruddy pink and purple, the Queen's wet and scarlet, rubbed and slid against each other as their bodies writhed in increasing desire. Two hands slid and diddled faster and faster at two over-brimming clefts.

Cupcake opened her lips, bent down, and began to feverishly kiss the Queen, licking and nuzzling the pleasure-giving face. The Queen answered, and their lips met in an impassioned kiss, smoldering heat passing between them as their tongues danced and slid together, each probing the other's throat deeply. Each of their splaying tongues swelled longer and thicker, worming deeper into each other's throats. The effect was incredible. Cupcake felt like she was tongue-fucking the Queen's throat while giving the wildest blowjob she had ever experienced in her life. Her tongue continued its splurting growth, wriggling deeper into the happily gurgling Queen's throat as the girl felt the Queen's eely organ sliding down her swallowing mouth. Her lips were stretched almost painfully by the twin fleshy masses spearing through them. Cupcake watched the action onstage through a deep shimmering haze of pleasure. The compere was now fucking the horz in the ass while Carla was fucking her at the same time. The horz looked plump as she shuddered under the compere's punishing fucking – and she was growing plumper by the second as the twin cocks thundered into her.

Cupcake's fingering of the Queen's hotly lubricated cunt increased as she felt her already impossibly inflamed lust driven to even higher levels. She was trying to suck the Queen's huge tongue dry while at the same time ram her own now aching tongue into the Queen's belly. Each of them moaned and squealed around the intruding flesh as they writhed together in desperate embrace. Fifi's hands were now wrapped about Cupcake's straining shaft and brutally milking it, masturbating the girl – her own tapering shaft danced and waved wildly about with each movement, bouncing and slapping on exposed flesh. Moaning, the Queen relinquished her grip on Cupcake's spitting cock, and drew the girl into tight embrace. Now, both incredible shafts, the one a ruddy column, the other a tapering sequoia, were trapped between them. They slid and rubbed against each other and the imprisoning mounds of their breasts. They kissed and sucked at each other's tongues with a crazed desperation, Fifi clenching the girl tighter to her while Cupcake's hand rubbed and stroked crazily at the Queen's brimming cuntal flesh.

It was then that they were both drenched in a bucketful of cum. The compere had screamed and finally groaned into heaving aftermath and fallen back. As she fell senseless from the overwhelming explosion she had undergone, the huge cock had flopped free from the horz's ass not yet fully deflated, and had gouted a final arcing gush of hot, sticky cum out into the audience and struck the hapless Cupcake and Fifi. The impassioned pair found themselves delightfully lubricated and slippery. The flood that had drenched them was far from distracting or unpleasant in their current state. It only drove them to greater passion and added its one special piquancy to the moment as they slid and slipped in impassioned embrace.

Fifi drew back, the incredible length of her tongue sliding endlessly out of Cupcake's mouth. Both coral spears of heated flesh slowly withdrew into their respective havens wetly.

“Oh, god! I must have you now, you naughty girl! I want you in my mouth, you evil little girl! You're driving me insane!" husked the Queen. She rolled atop Cupcake, her massive charms dangling above the girl as she knelt astraddle the moaning and gasping girl. Each of their pulsing cocks were sliding between the other's breasts. Fifi gazed down upon Cupcake's gleaming cum-slicked flesh with desire and want plainly on her face.

Cupcake was trembling with indecision. She was flushed with embarrassment, with lust, with desire and fear all at the same time. She was frozen, unable to move though anticipation impelled her to do something, anything, to satisfy the unquenchable desires searing throughout her. Her erection felt as if it were about to burst from internal pressure. Her vagina clenched and spasmed, searing her with need. Her nipples jutted in throbbing hurt, swollen to impossible size atop the newly gigantic mounds of her shuddering breasts. Her hips slowly pump-fucked uncontrollably, driving her massive member slipping rapturously between the twin hillocks of the Queen's titanic tits.

Fifi was not so indecisive. With a gleeful grin, she reached down between Cupcake's legs and grasped – as well as she could considering the enormous size – the base of the girl's pounding cock. She then settled back upon her haunches.

Cupcake gazed down at the overwhelming phenomenon presented her. The huge, breathtaking spectacle presented by Fifi was heightened strangely as she seemed to have two incredibly large erections jutting upwards from her crotch. “Now, my naughty, evil little girl," whispered the Queen as she presented her massive knockers for inspection, “I'm going to pay you back for getting me so excited! You've gotten me so hot and bothered I'm about to explode!" Fifi now grasped both straining cocks just beneath their swollen heads and began to slowly masturbate them.

Cupcake felt something like thick, heavy and incredibly hot magma pooling at the base of her cock and building in pressure. She could only gape at the incredible presentation of pulchritude and lascivious canid flesh before her as she felt herself increase in internal tension until she felt she was about to explode. Fifi licked her lips slowly in lewd display as she smiled down at the trembling girl with lecherous relish. Cupcake saw that both of them had grown so large that the Queen's hands could only halfway encompass the hot flesh of their respective cocks. With a maddening slowness, the smiling Queen opened her mouth to gaping dimensions and slowly, ever so voluptuously, splayed out her large tongue and licked the tip of Cupcake's cock. Cupcake thought she would explode there and then as the incredible bolt of pleasure blasted through her. The molten pool of magma began a sluggish rise up the lengthy erection, each inch of travel a searing ecstasy that sent the girl into writhing, moaning euphoria. A rivulet of cum trickled from Cupcake's now throbbing cock. The Queen cooed and carefully licked up each droplet with obvious relish.

“Now, my ill-behaved little girl, I'm going to give you your just deserts- and mine, too! I'm going to suck you absolutely dry, and drive you crazy, just like you've done to me. Oooo! God! I'm so incredibly hot! You've made me crazy, you evil little girl!", Fifi said in a husky whisper. She released her grasp of her own tapering shaft and reached beneath the tapered, scarlet shaft, rubbing and stroking at the pool of wet heat beneath frenziedly. Her cock swung wildly, bouncing heavily, as it began to emit its own stream of cum.

Cupcake gaped dazedly as the Queen's emissions dripped between her upthrust breasts. Each large drop landed audibly, and sent a spear of heat through her as her breasts were spattered by the Queen's visible sign of excitement. Her nipples seemed to flare into twin novas, and then began to cock. They lengthened quickly, swelling rapidly into twinned cocks.

“Oooo! Naughty! Naughty, naughty, little girl! You don't get away from me that easily, my naughty little bitch! I will have you in my own way, and you can't get away from me like that!" Fifi shuddered. The huge masses of her breasts billowed, and flowed over Cupcake's own massive attributes. Cupcake felt her cocked nipples thrust forward all on their own. She felt them seek the hot, hungry apertures of Fifi's swollen nipples and then find the entrances presented so alluringly. There was a moment of almost pain, pressure, and then utter ecstasy as they entered the warm, slick interior of the Queen's massive breasts. The girl screamed at the incredible excitement, and felt her spearing nipples grow larger, harder, thicker and then shrieked as they came. Her massive knockers began to shudder, growing firmer as the twin shafts explode in flooding gushes of cum. Fifi also moaned and screamed, writhing crazily as they both orgasmed. Finally, their delightful performance finished, the two fleshy columns popped out of the enveloping flesh to flop back flaccidly on their mountainous bases. Cupcake lolled on the reclining chair in shuddering aftermath. Her cocked nipples slowly shrank back to merely incredible size as Fifi leered down at her.

“You can't get away from me, naughty girl! You can run, but I will have you! I will have you, my evil, naughty little bitch. Try as you will, you can't escape the delights I have planned for you," Fifi said teasingly to Cupcake.

“Is this a closed party, or can anyone join in?" came a sharply smiling voice from behind Fifi.

---

Part 2.5, “Showtime", Chapter 3

Cupcake gawked. It was the lip-licking feline that had been eyeing her earlier. She was obviously prepared for the festivities, as her swollen attributes and large erection showed. She was smiling bashfully, staring down at Cupcake with obvious hunger. Their eyes met for a moment and Cupcake saw that even that fleeting contact had an effect on the feline. The erection she was sporting grew slightly, swelling rhythmically as she seemed to gasp and pant. Cupcake rather liked the panting. The large mounds on the cat's chest danced tantalizingly, exhibiting that the hardened nipples were capable of even larger growth.

“Well, well! Catamount the Great!" said Fifi, twisting her torso to better see the intruder. She peered carefully at the feline, who stood with hands behind back in a posture of bashful hope. “I see you've been using the Gifting of mine to good effect," she commented gaily, eyeing the pounding shaft bouncing slowly before the feline.

“Yes, y-your majesty. I was part of the team that p-prepared Carla for her stage appearance tonight. A-and the horz, as well. And the announcer," she said nervously, swaying demurely back and forth like an embarrassed little girl. Cupcake thought the swaying dance of the presented breasts wonderful. “You gift quite powerfully, Majesty, and I still have not worked out the initial rush," said the feline, her eyes never leaving Cupcake. “I see this naughty little – well not so little, now – girl has attracted your interest, my dear Catamount. She is an evil little vixen, this naughty girl, and I intend to punish her for her naughtiness in my own way. I fully intend to have my way with her, for the unthinkable state she's gotten me into! Just look a this," Fifi said, pointing at the scarlet massiveness of her dog cock standing out before her. Catamount licked her lips. It was not so sensualistic a display as before, thought Cupcake, but it was not just nervousness, either. “And her own display! It's quite incredible, don't you think? Making a public spectacle of herself, making me so hot I can't stand it! And the worst crime of them all; to think that she hid this incredible tool from me! It's quite unforgivable," continued Fifi, fondling Cupcake's straining flesh in masturbatory caress. “And these marvelous tits, as well," Fifi said, transferring her hands to fondle, then bending over to kiss them.

“I saw, your Majesty. Her quite irresistible charms finally revealed themselves to me during the show. She flaunted her charms at me quite promiscuously, teasing me to distraction. I quite lost control for a moment and am still in a state of distress," Catamount smiled, getting into the game and showing her very obvious signs of distress in provocative display.

Fifi leered down at Cupcake, leaning over until their noses touched, “Do you know how Catamount got her name, naughty vixen? While Carla is, as I told you, quite oral, Catamount here loves to mount things. I've watched her ream out a nymphet's ass and honeyhole for hours on end. She loves to fuck, and fuck, and fuck and then fuck some more. She's quite insatiable, you see, and incapable of stopping once she wedges that cat cock of hers into somebody. She's almost mindless once she starts fucking. Not that she can't do other things. No, she has a beautiful mouth, and she's quite responsive both anally and vaginally as well. I've tit-fucked her a few times, myself and she responds quite nicely. She got her name just after I gifted her," Fifi grinned, “when every time I saw her she was mounting somebody. Mounting them with great gusto, I might mention."

Cupcake could only stare at the hungering feline with both dread and hope.

“Catamount, would you care to help me punish this naughty girl? She's obviously been just as bad to you. Her immoral display for all to see shows that she deserves to be quite thoroughly punished, and as you're one of my favorite punishers"

“Oh! You Majesty! I'd be delighted! I'm certain the evil little bitch deserves to be punished thoroughly and I'd be delighted to be of service to you." Cat said with enthusiasm. Her hungry stare became more intense and she licked her lips once again, this time not to display any licentious desire, but in natural appetite and craving.

“Well, my girl! Now as to your punishment,'' said Fifi, gazing hungrily down upon Cupcake's luscious charms, “I think I'll start with this!" the hugely endowed Queen's smiled, then puckered her pendulous lips. Then her mouth gaped. She leaned over the supine girl and wrapped her lush lips around the heaving girl's throbbing cock and began to suck crazily at the burning shaft. With a slight, wet sucking sound the huge shaft disappeared into the happily gurgling Queen's throat, more and more of the lengthy prick sliding slowly, sensuously past the red portals of her gaping lips and deeper into the burning depths of her gulping throat. The hot, wet slippery heat of Fifi's throat sent Cupcake into an uncontrollable pump-fucking that grew in intensity until she was plunging the swollen organ in and out of the Queen's gullet with breathtaking lunges, sending the now enpurpled shaft spearing to the hilt. Cupcake sat upright, grabbing the delight-giving head with both hands and began to ram the engorged column with mindless abandon in and out of the Queen's straining throat as the girl squealed and moaned in fevered lust. The bulbous head of Cupcake's straining shaft was plainly visible as it distorted Fifi's gulping throat as it advanced slowly deeper into the Queen's body.

Cupcake came. She came so hard that it felt like an ocean of cum was bursting free, that her volcano-cock had erupted Krakatoa-like and was doing it best to drown the outrageous lips and throat with her flood. Her hips rammed the enormous erection in and out as it gushed until she screamed in final release, her trembling hips giving one final hunch and locking into quivering firmness as she released a final flood of heavy cum into Fifi's desperately working throat to pool in the gulping Canid's now swollen belly.

Fifi lolled back, eyes closed and licked her smiling lips. The magnificently endowed canid queen rubbed her newly rotund belly with happy, voluptuous relish. Her own dog cock towered skyward in blatant display. The tapered shaft was throbbing visibly and was obviously about to unleash its own bursting, gushing flood at the slightest provocation. It was then that Cupcake felt a gently caressing hand stroke her shoulder.

---

Part 2.5, “Showtime", Chapter 4

Cupcake looked about and found herself gazing deeply into the hungering eyes of Cat. The feline's heavy lidded gaze and half opened lips filled the girl's entire world as the hungering visage slowly drew closer and closer. Cupcake met the approaching invitation hungrily, twisting about to embrace the heavily endowed, athletic femaleness that was Catamount. Their lips met in enraptured kiss and both tongues probed deeply and impassionedly as the embrace became mutual. Cupcake reach down and grasped the slick flesh of Cat's huge erections. It was nowhere near as large as Fifi's or her own splendidly large genitalia but she still could barely wrap her hand halfway around the hardened shaft. The heat of their breasts meeting, the slick, moist slippery flesh of Cat's pulsating shaft, the languorous interplay of their tongues were causing Cupcake to become even larger, her tumescent cock inflating to full firmness and then growing even larger until the awesome unit was chucking both of them beneath their chins. Cat was working her way between Cupcake's legs. and the girl welcomed what she knew what was about to happen. She lay back, breaking their impassioned kissing as Cat's head began a downward journey, her busy tongue hungrily lapping at Cupcake's rapidly burgeoning breasts and her lips wrapping around the bursting nipples to tease and nip each one in turn. Cat now lay atop Cupcake, hungrily gobbling the girl's breasts, and reached beneath her as she arched her hips back and up. Cupcake knew what the feline was going to do, and felt both fear and anticipation as she watched the writhing Cat's gyrations. Catamount reared back and smiled down at Cupcake as she supported herself on one hand, the other busy below jockeying her painfully swollen hardness into better position. Cupcake felt the probing head poking at her crotch, the slippery head of the cat cock seeking entrance as it wormed its way beneath her huge testicles and butted against the simmering portals of her cunt.

“Ooooo!" Cupcake gasped as she felt the bulbous head press against her

“Unnnn!' answered Cat as her thrustings became more powerfully insistent., driving the hot ball of her head into the writhing girl's fundament. It seemed to take forever to enter her. Cupcake felt the immense meaty cat-flesh batter it way into her. The huge ball of the head felt like it was splitting her in half until it popped into her clasping cuntal walls.

“Now! Now! Now! Now!" chanted Cat as she drove her hugeness into the now screaming girl. Inch by inch, the massive shaft slowly disappeared deeper and deeper into the girl, each clenching spasm of Cupcake's orgasming vagina letting another slight amount of the bursting flesh deeper into Cupcake's core, letting the thrusting shaft batter up into her laboring belly as it began to swell larger and larger from the huge invader ramming into it.

Cupcake felt like she was about to burst from the incredible load plunging deeper into her belly as the enormous fuck-flesh pumped literally gallons of hot, searing cum into her. Cat's erection was bulking larger and larger and its enormous length bulged the girl's belly, plainly revealing how far it had traveled up into her. Cupcake felt like she would be split at the seams as the now berserkly lurching Cat thrust deeper and deeper into her. The pumping flesh filled her entirely, the gushing flood of cum filling her to overflowing. Her heavy, huge breasts swelled out as she filled with the milky, viscous fluid flooding into her.

Cat gave a final awesome lurch, burying her now monstrous flesh to the hilt in the shrieking girl's body and gave an ear-splitting scream of savage lust as the massive cat cock blew a river of cum out of its erupting length into Cupcake's bursting belly. The screeching feline writhed and wobbled, the twin peaks of her breasts bouncing and wobbling crazily, her hips tremoring and vibrating spasmically, as she lost control and gave herself over to the incredible mind-searing sensation of her spewing orgasm.

Cupcake writhed and shuddered under the spurting cat cock's assault, her own mind-blasting orgasm sending her wide-split cuntal walls to squeeze and milk the invader. She groaned heavily, her hips hunching to encompass the massively grown shaft as spitting cum spurted from her clenching entry. Her belly strained under its load of searing cat-jism, feeling full and heavy with the heavy, burning pool of it sloshing within.

Cat's lurching thrusting eased, but the relentlessly sunken shaft of her cat cock remained a reaming hardness buried in Cupcake's fundament, twitching and shivering. Cat moaned in sweating aftermath, laying atop the panting form of Cupcake. She licked and kissed the groaning girl's flesh, lapping the salty coating of perspiration, tasting the pleasure-giving form of the human her still hardened cat-flesh penetrated.

Cupcake looked up dazedly, still recovering from the mind-shattering pleasure she had just undergone, and the ecstasy of Cat's quivering flesh still spitting her shuddering bottom. Her eyes flew open as what she was seeing finally made it through the encompassing fog of lust she was shrouded in. The Queen stood before her, naked now, with her trembling dog-flesh jouncing heavily before her looking like it was about to explode. Cupcake gaped up at the incredibly lush figure quivering in obvious lust. The great breasts jiggled and bounced, the nipples crowning them dark and swollen. The coral softness of the Queen's tongue licked desire-swollen lips in blatant need as Fifi's hands gently stroked the rounded belly in moaning desire. However, it was the throbbing dog cock, its bulbous tip dripping thick, milky fluid, that caught most of the girl's slowly focusing attention. It jerked rhythmically, dancing in bouncing display as it jutted out of the tightly stretched sheath. The testicles were swollen into grapefruit sized globes, almost hiding the simmering vagina between the canid's legs. The small mountain knelt slowly, kneeling before Cupcake. The erect dog-flesh danced scant inches from Cupcake's face, entrancing the girl.

“I want that," Cupcake stated, eyes locked on the straining dog cock, her hand reaching out to gently stroke it and clarify her statement in a way guaranteed to show what she meant “I want that in my mouth."

“Turnabout is fair play, my naughty girl." the Queen smirked as the hand stroked her jerking flesh. Slowly, requested the lust-drugged girl.

“It's too big to cram into me. But I want to suck that magnificent dog cock." Cupcake felt an ever so slight feeling of confusion. She should be screaming in fear or disgust, trying to evade this impossible scene, but the feeling was interrupted as her gurgling belly's load seemed to ease, the piercing cat cock in her belly moving fitfully sending a wave of strange pleasure through her. She felt her own cock tighten, beginning to swell larger in size as it became erect, her sensitive breasts sending slow waves of intense feeling through her as Cat's hand found them, and the nipples crinkled and swelled into turgid firmness again.

Fifi groaned as Cupcake's hand clasped her shaft just behind the flaring glans and began to stroke and knead the hardened flesh, milking it and causing the oozing precum to dribble from it. The girl could feel it throb into increased hardness in response, jerking upwards and swelling.

“You naughty, naughty girl! You shall drive me absolutely insane!" Fifi hissed, her heavy haunches hunching slightly in reaction. The Queen's hand flew to her own mammoth breasts, pinching and tweaking the protuberant nipples. “I would love to have you bestow yourself, to have you suck upon me"

“And I would have the same", chortled Cat, as Cupcake felt the embedded cat cock twitch as the feline gently thrust herself deeper, the still hardened flesh a relentless deeply sunken joy in Cupcake's bottom. “But perhaps a differing hole", Cat said speculatively, and Cupcake felt the feline's probing hands spread her asscheeks wide.

'I'm insane,' thought the Cupcake, 'but I actually am looking forward to this!'

“Yes, Catamount: I want to feel you in my ass!" Cupcake gasped, wriggling her hips and raising herself to all fours. “I want you in my ass while the Queen buries herself in my mouth. But what of my need?" she asked plaintively, reaching to wantonly stroke her own erection and looking up at the Queen's anxious face, showing that her cock needed attention as well.

Fifi smiled down at Cupcake tenderly, looking amused. “That is no problem, you naughty, greedy vixen! My, but you are the greedy one! I think we can satisfy all your cravings at the same time." she chuckled softly.

Fifi then looked up, her gaze searching the room. Her brow furrowed, as if she were trying to decide upon some matter of grave importance. Cupcake, grinned, a plan forming, then crawled quickly forward, licking her lushly ovalled lips in anticipation of what she was about to do. Her lips yawned open, her licking tongue protruding, as she sent her mouth to engulf the jerking dog-flesh dancing so invitingly before her. She felt the large glans splaying her lips wide as she extended her head forward, her lapping tongue already licking and her mouth sucking and swallowing at the heavy flesh. She sent her questing tongue to busy tonguing, encircling the hot flesh filling her mouth, tasting the piquant sweetness of Fifi's dogcum beading the tip. Her cheeks hollowed as she lovingly sucked upon the pulsing head as if to drain it dry of its contents. Fifi actually yipped in surprise, then moaned a hissing groan as she felt the velvety smoothness of Cupcake's maw engulf the head of her dog cock.

Fifi peered down at the writhing form of Cupcake now lovingly sucking at her straining shaft, the delightful feeling the busily licking tongue and sucking mouth sent through her causing her hips to buck and the shaft to grow incredibly hard in response. She began to slide it deeper into the girl's suctioning throat, feeling the bulbous head worming its way past the back of Cupcake's delightfully swallowing mouth to slide into the girl's throat proper. She could feel the fitful dribbling of cum already beginning to leak from the pulsing head as she moaned at the wondrous feeling of being greedily swallowed to the hilt.

Cupcake reached up with one hand to cup and gently squeeze the huge testicles dangling between the Queen's thighs, playing with them as if testing their heft and weight and state of ripeness. Her wide-split lips finally worked their way along the swelling length of the dog cock to meet the delicately furred sheath encompassing the throbbing hardness she was so lovingly sucking upon. She hummed in delight as she felt the ever-lengthening shaft slowly forcing its way down her throat, the burgeoning thickness packing her oral passage wider and wider with each beating shudder of growth. She gulped endlessly at the hot shaft, swallowing it deeper into her demanding body as she detected the increasing streamers of hot dog-jism beginning to jet from its meaty glans and into her clamoring belly. The girl moaned around the huge dog cock as she felt her own hardness quiver and dance in response, growing into pounding hardness. Lust filled her as she gulped and sucked at the Queen's massiveness spearing into her, driving her to desperately hunch and lurch, her dangling cock now grown to seeming diamond hardness and throbbing hurt. Then she felt a rough hand grasp her quivering asscheek, and a painful pressure ramming into her anus. It seemed Cat had recovered enough to join in the play.

The next many hours, days and weeks went by in a blur of constant coitus as Cupcake lost herself to Fifi's ministrations as Cat's sensational stamina kept Cupcake insensate. Deeper and deeper, Cupcake fell into Fifi's lap, until Fifi felt that she had Cupcake in a position that she could test Cupcake's usefulness – after having Cupcake in various other positions.

---

Part 3, Chapter 1

“Very well, little one. Let us see what you can do with this.", smiled Fifi. The Queen waved, and a Canid was thrust forward towards Cupcake.

“This one was found trying to usurp the Power of a noble, in a plot against the Queen. Know that she is not one of mine, but of Sasha's. Show us what you would do to one such as this, that would plot against your Queen, little one, and spare her not." The Canid was tall, lushly built and naked but for a loin-strap. Her large breasts quivered slightly as she panted, watching Cupcake with obvious distrust. She nervously licked her lips.

“Bitch! C'mon, then! Do your worst! I would have fucked that slut of a Queen of yours in her ass, and spit on you!", snarled the now enraged Canid.

Cupcake felt herself grow in rage and anger as she thought about this Canid raping Sasha. She thought this was strange that she should feel so strongly about it, but the feeling built within her to a murderous height.

“OK, you fucking bitch! You would dare to even think about touching the Queen? I'm going to teach you what fucking is all about, you cock-jamming whore!", screamed Cupcake. She was actually quaking with rage at this Canid, and her Power flowed freely within. Her loins felt tight as the large cock sprang into quivering erection, jutting forth aimed at her target. “I'm going to teach you all about fucking, you piece of shit, and make sure that you never so much as think about fucking anyone else! You want to fuck? Alright, let's see if you can take it, you dirt-eating little filth!", screamed Cupcake, now uncontrollably raging.

Cupcake felt herself lose all semblance of control. Her quivering cock began to rapidly grow to hugeness, swelling and spurting fitful streams of cum as she advanced on the still defiant Canid before her. She shook with the strength of the rage flooding her, determined to hurt this filth that would even touch the Queen. Her cock now jutted in monstrous, dancing menace before her, the helmet of the head pulsing in strong beat matching each of her steady, angered steps toward the Canid. She was going to blow this taunting bitch to little pieces with her cum, and tear her apart with her cock.

“Come on, then, you mindless, cringing prick! Come on and do me! You puny little shit! You think I'm scared of that? That little dinky tool of yours doesn't scare me! I've owned bigger than that, and consider something that small almost useless!", jeered the Canid.

Cupcake was now in a frenzy of hate and rage. She was going to obliterate this bitch. She felt the Energy within her roar to a searing blaze of white-hot heat, seeking release to smash this bitch before her. But there was more. A feeling of anticipation thrilled through her as well. She was becoming horny just thinking about fucking this Canid bitch silly; of ramming her cock into her and cumming until she was spent. She smiled.

“OK, bitch. You think I'm too small? Not enough for someone as tough as you? OK, then; try THIS!", she screamed triumphantly, and released herself fully. The engorged prick jutting before her suddenly jerked upwards and began to grow quickly. It went from merely huge to titanic, and didn't stop there. Cupcake released the pressure building in her crotch, and twin grapefruit-sized testicles popped forth, and began, themselves, to grow at a rate matching the throbbing column of flesh's rapid rate of growth. Cupcake stood stiffly for a moment, hands on hips, watching the Canid's jeering look of derision change to one of shocked disbelief as the cock grew and grew. Cupcake flicked her hips forward once, causing the now mighty engine of sex to slowly flex upwards in a slow, heavy arc and then descend in a slow bouncing dance before her. The head and shaft seemed to be swollen and almost bursting from the sheath, congested and ruddy, looking hot and slick.

“Now, bitch… Am I big enough for you? Still think I'm puny?", she jeered. “Perhaps my breasts are too small to suit you as well? Well, I'll fix that, too!", she continued, the Canid now shrinking from her in fear. Cupcake's breasts began to swell, the nipples beneath the covering triangles of the Guard's uniform pressing out into gigantic protrusions; first twin mounds of flesh, then twin columns of rigid flesh almost lifting the covering fabric off the now huge mounds they jutted from. Still they grew, until one, then the other, found their freedom and sprang into view. Each resembled a mighty cock itself, showing twin spears of flesh sprang from the now huge nipple-sheaths. They pounded, each of the massive mounds of her breasts pulsing in matching rhythm with the mighty cock between her legs.

“And now, bitch, you're mine!", yelled Cupcake, and she sprang upon the now terrified Canid.

Cupcake rammed the mighty shaft up into the screeching Canid's asshole, the flow of cum already a steady stream. She grasped one of the now rigid prick-nipples in her hand, and guided it to the now wide open mouth of the screaming, agonized Canid, filling it, and then forcing it down her throat as it began to spew it's own jets of cum into the Canid. Cupcake felt herself swell into even greater size, the mighty cock now beginning to spew forth a flood of milky cum into the depths of the Canid's straining belly, forcing herself deeper. She watched in slit-eyed satisfaction as the Canid's belly itself swelled until she could plainly see the form of her cock's head almost bursting it. She began to savagely ram it deeper and deeper, allowing it to grow even more titanic as it spewed its searing load into the body of the spasming Canid.

With each breathtaking thrust, she could see the bulbous head force its way upwards into the now writhing Canid, bulging her into bloated hugeness. Cupcake felt the final flood gathering, her Ultimate Orgasm begin to build within her. She rammed the now incredibly sized cock in a final savage lunge, burying it as deep as she could in the agonized Canid, feeling the roiling cum within her straining balls begin to flow, until she went into a juddering frenzied thrust, her rounded ass-cheeks clenching as her hips locked into quivering rigidity, and the mighty flood began. She screamed with the sensation of release, and saw through unfocused eyes as it blasted into the Canid's already bulging form, jetting columns of it escaping from each of her orifices as the incredible flood filled and overwhelmed her now flaccid target. The Canid's large boobs burst into gross hugeness, flowing like a water-filled weather balloons, twin fountains of milky cum arcing from the now bursting nipples. Still the flow went on, until Cupcake felt her prick-nipple cum, her breasts themselves thrusting as if to bury the rigid flesh in release.

Cupcake screamed again, as new ecstasy coursed through her, and the now bursting flood of cum from her balls began its slow, turgid travels seeking its release in the now spurting body of the Canid victim. Cupcake's ass once again locked into trembling rigidity, and she began to moan gutturally, the moan rising in pitch and intensity as the huge organ throbbing in the belly of the flaccid canid once again began to grow. The moan scaled into a deep throated yell, then into a piercing shriek as the massive cock grew ever larger, matching Cupcake's torso in size, then overmatching it, until it expanded into a swollen sausage of beating flesh of twelve feet in length, it's girth at least four feet in diameter, the Canid's stretched and cum-bursting body surrounding it like a living prophylactic. Cupcake's hips now thrust in uncontrollable frenzy, her Energy so much that even the massive, hardened flesh of her cock beat into the Canid with rippling drives. The monster now almost bursting the pitiful Canid suddenly swelled to truly titanic proportions, the diameter increasing until its target's limbs splayed outward, stretched apart by the incredible invader, the breasts twin balloons of wobbling flesh gouting the hot, milky fluid of cum drenching the glistening and taut body below as Cupcakes shriek became moaning, high pitched grunts and she pitched forward in one final, breath-taking lunge. The whale of a shaft spouted, not the vapor of spume, but a veritable torrent of gouting cum. The stretched body of the Canid rippled, and then swelled with it, as the titan within her released its load in pouring gouts of hot, sticky cum.

There was quiet for a short time afterwards, only broken by the splattering stream of cum jetting from the distorted hill of flesh that was the Canid, and the gasping, sobbing breath of Cupcake as she moaned in aftermath. The massive cock shrank, and popped from the distorted anus, the flaccid, mighty column of it being blown out by the pressure of the roiling cum inside the wobbling, rippling cum-covered form of the Canid. A steady river poured from each of the Canid's holes, thick and heavy, as the distorted mass of the Canid slowly drained its load. Cupcake groaned, and rolled onto her back, supporting herself on her elbows. The still monstrous cock slowly returned to a more reasonable massiveness, and grew flaccid as she lay, panting and gasping.

“Not bad, little one", Fifi laughed. “You are certainly thorough in your punishment of transgressors. Perhaps you would like to see my newest Guard at her work, as well?" Fifi Smiled. gesturing behind her.

Cupcake gasped.

It was Rashael.

The massive Canid strode forward, her already erect cock swinging before her, cum glistening at its tip. She strode before the Queens, and then stood, facing Cupcake, legs apart and fists on hips in an obvious challenge.

“Rashael, my dear. Please show our little one what a well trained Captain of the Guard can do. You may demonstrate on this garbage Cupcake has finished playing with.", she gestured disdainfully at the still draining form of the Canid on the floor. “You know, my dear Cupcake; Rashael was one of the most difficult conquests I ever took in battle. You've met Cat, my latest Punisher. I had to re-gift her three times before she finally broke her. But my," the Canid Queen grinned slyly, “Cat certainly did enjoy herself! She told me 'no bitch before had been so delectable, nor had seemed to enjoy my ministrations as much'. Cat would know, as she is quite skilled at her job, and enjoys it greatly. You know," continued the Queen, lolling back and watching Cupcake through lidded eyes, “Cat has expressed a certain interest in you, my dear little one. She commented quite favorably on your ass, and stated she would love to enter it again. How did she put it? Ah, yes! 'I'd love to ram my prick up that tight, hot little ass and ream that bitch out good! I'd really like to hear her squeal when I pack my tool up her ass and pop my rocks inside her hot little body!' – as you can guess, Cat is a bit crude. I think she also said, to 'pump-fuck that little bitty bite-sized morsel until I pumped her up with so much cum her tits popped'. Cat can be so descriptive, don't you think, my little one? Anyway, after she finished with Rashael, Rashael also expressed some interest in you along similar lines. Only lovely Rashael she seemed to think that 'cramming her tool down that bitch's throat' and 'fucking her until she couldn't walk', didn't you, my dear?", asked the Queen, fluttering her eyelashes at the glaring Canid.

“You speak the truth, my Queen. I would indeed like to fuck this human bitch until she begged for mercy. Shall I, your Majesty?"

“Oh, I think perhaps merely a demonstration of what you now can do would be more in order, my dear," said Fifi, offhandedly. “We don't want our guest damaged now, do we? Besides," continued Fifi, her hand disappearing under the front of her gown between her legs, “I think perhaps a small competition between you two would be… Interesting… Cupcake has shown that she is quite capable. I would like her to see what you can do, and perhaps Cat may want to join in your games as well. Cat does so like playing. Now, my dear Captain, if you would, show us your stuff!" Fifi's hand beneath the gown was stirring into frenzied action, the material bulging outwards as her hands stroked the large member growing beneath in mounting excitement of what was to come.

Rashael strode proudly out, her mighty cock before her jouncing with each of her steps in a wild dance, until she stood over the prostrate form of the Canid Cupcake had recently fucked. Once again, she stood as if in challenge, legs apart and fists on hips and licked her lips while smiling down on her victim.

“Face me, bitch.", commanded Rashael.

The Canid rolled groggily onto her back, looking up at the towering Guard Captain in dazed, slack-jawed incomprehension. Her breasts were still swollen from Cupcake's ministrations, and the nipples huge and distended. A small rivulet of cum drooled from her mouth as she looked up at the looming Guard.

Rashael wasted no time. She quickly knelt and grasped the lolling Canid's jaws, wrenching them open and, with a quick rolling motion of her hips, crammed the pulsing cock into the Gaurd's now-gaping maw. Rashael gripped the Canid's head and began a savage pumping fuck.

Cupcake saw the Canid's throat being distended by the huge cock as it worked its way towards the abused Canid's gullet, small slobbering and gulping sounds emanating from the Canid as she involuntarily sucked on the giant sliding down her throat. A muffled moaning could be heard.

Rashael grunted as the cock slid down the Canid's throat to the hilt, her hips thrusting in great rolling rhythm as twisted around. Soon she was over the Canid's head, the mighty cock sluicing in and out of the Canid in great, breath-taking lunges. The Captain's grunts intensified, and Cupcake watched as the cock began to grow in throbbing spurts. She saw the Canid's belly bulge as the size of the cock within it grew huge. She plainly saw where the head of the monster was. Soon, the Canid was laying before Rashael with her head fully back and belly swollen, mastered by the huge Canid Guard hunched over her. Rashael's titanic mammaries jounced and shuddered with each of her intensifying thrusts as the sweat-slicked Guard groaned with the ecstasy coursing through her. Rashael's grunting changed to a moaning keen, and the Canid beneath her suddenly seemed to be wracked by a series of internal explosions.

Rashael's first flood of Cum was spurting into the tortured Canid's belly. The rippling explosions increased in intensity, and soon cum was gouting out of the female's every orifice. Rashael now issued a ringing cry, and the shuddering form of the Canid stretched, ballooning out to an impossible size. The flow of cum from between her legs suddenly doubled, and suddenly the titanic, swollen head of the massive member Rashael was spearing her with thudded into view from a wide-split cunt. Its freedom was short, as it thundered cum in a river from the hole in its tip. It soon withdrew back inside of the rippling Canid with a sodden pop, and the Canid's shuddering redoubled. The tortured Canid began to stretch, and Cupcake could see the gigantic member stretching her, the Canid stretched over its length like a living condom. Rashael grunted then, and began a steady stream of profanity, repeating 'fuck' as she fucked the Guard, her sweat-soaked head flailing back and forth, until the huge Guard screamed in guttural release, and rammed her shuddering hips forward. The Canid before her suddenly began to grow in rippling growth until her distended and bursting belly flowed out, concealing her beneath its massive dimensions. Her breasts formed twin hills, each crowned with a jetting nipple. Rashael collapsed forward, resting against the shuddering hill of the Canid, a lake of cum issuing forth from the quivering mass before her. The massive Guard twitched, moaning and panting, and then stood up unsteadily, the huge column of her cock slowly being withdrawn from the quavering hill of the bloated Canid.

Cupcake watched as it withdrew from the Canid, a seemingly unending length of the it sliding out as Rashael waded backwards through the ankle deep pool of cum spreading across the floor. The Canid Guard halted her backward advance, and swung one leg over the mighty column, until the waist thick shaft arced down between her legs, its cum-slicked surface glistening. Rashael then began to trudge slowly through the pond of cum, the incredible length of her now flaccid cock withdrawing from its victim, dragging behind her. At least twenty feet of the heavily veined shaft sucked out of the trembling hill of the Canid, until Rashael seemed to meet resistance. The Guard Captain turned, then flicked her hips in a swaying rotation, tugging the massive cock she trailed, and with a thudding POP that sent the bloated form of the Canid wobbling into slow rippling motion with a splash of cum, the massive bloated head of the huge cock appeared as the entire length of it whipped around to loud with a meaty thud, sending thick waves through the pool. The cock began to shrink rapidly, cum cascading from it as it did so. It soon had reeled back to an almost reasonable size, the tip of it dangling between the large Canid's legs just below her knees. Rashael advanced on Cupcake, the still dripping cock slowly becoming erect once again. It soon jutted before her as before, only this time it dripped cum as she advanced, the quivering flesh aimed directly at Cupcake's center. Again, the huge Canid stood in challenge before Cupcake, a leering smile on her face. Rashael looked down at her, and with a sneer, thrust her hips forward until the head of the dripping phallus struck Cupcake directly in her navel. Cupcake could feel the hot, cum-slicked flesh poking her, and the warmth of the cum that ran down her stomach.

“Would that it were you, bitch, I would not have been so gentle." sneered the Captain.

Cupcake gave a shocked gasp as the meaty phallus jabbing her quivered, and a gout of cum sprayed out, soaking her torso.

“Enough, my dear Captain!" called Fifi, her gown now straining before her from the erection that threatened to rend it. “I am sure my dear, little Cupcake was suitably impressed with your demonstration and has no need to experience your power at first hand." The Queen was changed, Cupcake saw; an almost chubby short female, with huge breasts threatening to burst out of her clothing, her belly full and rounded, and her limbs short and thick. Her massive hips swayed wildly as she walked, the front of the gown stretched with the load it contained and the skirt tented before her with what was obviously an enormous prick jutting forth in hardened erection. She looked overripe and sluttish, her ass huge and rounded and her waist disproportionately slim. The gown looked as if it would tear from the load it carried, and Cupcake saw the nipples of the Queen were now prick-like, each forming a snake under the tightly stretched material. One had found its freedom, and the tip of it jutted upwards from the restraining cup the overflowing breast filled. The lushly built Queen walked over to the pair, eyeing the spreading lake of cum and the quivering form of the Canid slowly draining with a broad smile.

“Cupcake, my dear… You have seen Rashael, my latest conquest, in action. You should know that Cat, my punisher, can wreak far worse, let alone what I am capable of. I am not a cruel Queen, but I must admit the thought of having you broken to my service by the ministrations of Cat and my new Captain of the Guards does engender a frisson of delight in me. The thought of those two behemoths having your delicate body to do what they will with until your beg to serve me does present its appeal, and I fear that if I were to take you myself at this moment I would be completely out of control, so luscious a prize are you." the Queen caressed Cupcake in a lingering stroke, cupping her breast. The skirt of the gown made a quiet tearing sound as it stretched to accommodate the now huge contents. It barely retained the billowing breasts, and the other tip of expanding nipples spurted into view as the Queen shuddered. She withdrew her hand in obvious reluctance, her breathing heavier, the twin mounds of her breasts heaving.

“However, I think after this demonstration that you will come willingly into my service. I don't think you can be broken in the normal method, your will subjugated, but I do know that the agony of being fucked beyond normal limits, and the utter bestiality that an induced Frenzy can induce would leave you begging me to serve; a broken slave to me. Cat has several methods at her disposal that would induce Frenzy so strongly in you that you would be years in ridding yourself of its mindless lusts, willing to fuck anything, even yourself, in order to rid yourself of the mindless need it would give you. She is most able, that one. And I am sure Rashael would dearly love to fuck you." Fifi paced slowly around Cupcake, her massive charms wobbling in a way that caused Cupcake to become strongly horny. The fear and shock was a strange aphrodisiac to the girl, producing strong lust in her.

“Rashael did have a strong love for you, Cat had reported. I had her use that in breaking her. Rashael still loves you, in a fashion, only now it takes the form of overwhelming lust. She would dearly love to bury herself in you, fucking you to the exclusion of all else, and finally breaking you into a mindless, gibbering sex toy for her to use as she will. And Cat herself has expressed a very, very strong interest in you. Cat is expert in causing pain and ecstasy to become one and the same, and has said that the very thought of having you sends her into near Frenzy. Both are slaved to me, willing to do anything I order them to; but they do have independent minds. They will do their best to get at you even if I order otherwise, and I fear that if they did both have their ways, you would suffer for it, and perhaps become useless to me. However, if you remain useless, I may just let them both have their way with you, simultaneously. That," Fifi said, staring off into the distance with a strange smile,"would perhaps be very entertaining for me to watch, but a great loss. The thought of two with that much Power both using you at the same time is exciting to me. You have not seen what they can do individually, and what they could do in concert…" Fifi's gown gave another, louder, tearing sound as its load increased immensely. The Queen turned.

“Cat! Come here, my vicious beast. I would like you to meet Cupcake." The sleek form of Cat bounded over; the great breasts wobbling, the enormous erection bouncing. She halted in front of Fifi, her cock jouncing in pounding erection. Her gaze focused on Cupcake. Cupcake saw that she was drooling, and that cum was dripping from the pounding head of her cock. She looked at Cupcake with an intensity that frightened the girl, staring at her like a starved person at a feast. The cock, Cupcake saw, was aimed at her, and Cat was licking her slobbering lips.

“Shall I take her now, Majesty? I promise such action and entertainment as you have not seen before, and I quite ache to have her. I will break her to your will in a half day, and use her to entertain in ways you can't imagine for weeks afterwards. I've even thought of a few new twists that Rashael and I can inflict on her for your pleasure, and would leave her screaming for your most mighty cock in mindless need. Besides, I hurt, I want her so bad. The very thought of fucking her gets me hard as a rock, and I can barely restrain myself. I've already used a dozen to useless mindlessness while you've spoken to her, and still I am not satisfied. My balls feel like they're about to explode, and my nipples stiffen increasingly with each passing moment. May I take her now, Majesty? Please?", begged Cat, her erection now visibly thudding, pounding in its hardness. Her mighty breasts heaved as she panted in hot visibly-steaming lust, all the while staring hungrily at Cupcake. Cat was clearly in a dangerous state.

“No, Cat my dear. I can't let you have her just yet. And Rashael! Please! If you get any harder, you're going to soak the poor girl when you cum. I don't want the little thing all covered with cum just yet. She may have enough inside later, if she turns down my offer, but for now, be gentle with her!"

Cupcake spun, and saw the huge Canid Guard, her erection pulsing before her looking as if it were ready to burst, groan heavily and turn. The engorged flesh jutting from her quivered with its need, and a powerful stream of jetting cum burst from it to arc through the air and splash noisily into the lake of cum covering the floor. The flow seemed to go on forever, increasing. Both Cat and Rashael seemed to have been pumped to their limits, and were increasingly venting excess as they gradually got bigger.

“So, my little one… I will give you a day to think upon entering into my service willingly, or else you shall enter it by force. I wish you to be fully functional when you do, so please decide to do this freely. Besides, I can be most generous with my gifts, my dear little human." crooned the Queen.

Fifi then grabbed her, and bestowed a long, lingering kiss, her lengthy tongue splaying out into her mouth in hot play, and Cupcake could feel the heavy mounds of her huge breasts press her, and the hot flesh of the Queen's cock jab into her belly, its heat evident even through the cloth covering it. Fifi stepped back, softly moaning, and the gown she wore once again was straining just to contain her flesh. The massive breasts finally burst free, revealing twin spears dripping cum jutting from them, and the skirt lifted revealing the truly massive cock in its glory. The seams were parting, almost split from the bursting Queen's lush figure. Her tongue was still in Cupcake's mouth, filling it with soft, slippery flesh. As the Queen withdrew, it remained, growing larger, thicker and longer. Cupcake felt herself almost gag on it length, her mouth split with its size, her cheeks bursting with their load. Then, with immense difficulty on Fifi's part, it was withdrawn completely, splurting forth from Fifi's mouth to arc downwards in dripping display. It slowly withdrew back into its warm haven, the Queen moaning in disappointment and lust as it did so.

“Oh, I wish I could have you now, my sweet little one; but that will have to wait. Bring me a dozen maids, Guard, for me to ease myself with else I will surely split." directed the lushly bulging Queen. “Until later, then, my little one. Cat, don't molest her until I say so; and Rashael, you will guard her, but restrain yourself. I want nothing to damage her until I'm ready or she fails to agree to serve. I want to see that if she doesn't agree, and if she does, remember that she will be truly mighty and quite capable of wreaking severe revenge on you afterwards. Remember that, Captain! Until then, my little one. Think carefully on my offer, and on what may happen to you if you turn it down."

Cat stared in barely-repressed red-faced anger and lust, her eyes piercing into Cupcake with intensity as if she just might ignore the Queens order and leap upon her to ravage Cupcake in bestial frenzy. Rashael's look was also one of hunger, but promising much else. Cat leaned forward.

“Come, little one," groaned the huge Captain, grabbing Cupcake by the arm. “I truly hope that you don't accept the Queen's offer. What I would do to you then would last for weeks just to ease me slightly. I would hardly mind sharing you with that bitch, Cat, just to have a chance at you. I would enjoy myself with your body, and ignore the chance of damage to you just to let myself loose in you, my sweet little piece."

Rashael, Cupcake in tow, strode out of the room, her still slick cock extending out in front of her like a third leg. Cupcake also maintained an erection, still covered with her cum from before, but smaller than the huge Canid Captains and a more sensible size. They walked down a short hallway into a room containing lockers arranged along the far wall. Cupcake could see showering facilities through a door to the left. She looked at herself and saw that she was still covered with both her own and Rashael's cum from the performance in the throne room, and the huge Canid was almost drenched in it, her boots leaving trails of cum covering them from her wading.

“Undress me, bitch, and then undress yourself. We must cleanse ourselves here, and put on clean uniforms."

Cupcake felt herself growing a bit peeved at the tone of Rashael's voice, and her peremptory manner she was ordering her around. She decided to comply for now, and began unstrapping the Captain's halter. The massive melons soon swung free, firm and up-tilted in spite of their massive size. Cupcake noticed that the nipples were erect in turgid rigidity, huge in comparison to the breasts they emerged from, and considering the size of their base, quite enormous indeed. She had a little problem unstrapping the loin-panties as the massive erection and huge testicles Rashael currently sported made the straps tight. Cupcake finally managed to work them free, and threw the cum drenched uniform in what was obviously a laundry receptacle.

Rashael's massive, sweating lush form now stood before her, the incredible breasts slightly juddering motion and the taut, rounded ass, the rounded hips, long legs and tight, tiny muscular waist still managing to make Cupcake breathe a little deeper in attraction. The girl soon unbuckled and shucked her own sodden uniform, and then stood before the closely watching Canid.

“Now, my bitch. You can begin licking me clean. The Queen said nothing about me having fun with you, and getting you used to using your tongue on me is a nice start. You'll probably love to lap up my cum soon enough, so you may as well begin now."

Rashael stood before Cupcake, looming over her once more in the challenging stance. She tossed her head, her long hair swinging out. “Well? Come on, my little bitch! Start licking! There's enough cum and sweat on me to satisfy any craving you have, and I may reward you with some in a more direct manner later!"

Cupcake looked at the looming Canid in shock. Rashael suddenly grasped her in tight embrace, a parody of the once loving caresses she had previously bestowed on her, her hands grabbing and kneading Cupcake's flesh in cruel power. Cupcake's temper broke. The girl jerked away from the now leering Canid, the slick cum-soaked flesh allowing her to slip from Rashael's grasp.

“Fuck you, you doggy cocksucker! Why don't you lick my ass, you stupid bitch?! If you think I'm going to lick the cum off of your stinking hide, you have another thing coming! You can kiss my throbbing cock, asshole!", ejaculated Cupcake, angered beyond care.

“Oho! So the little bitch doesn't know her place then?! Well, you'll lick the cum off of my body, and I'll make you thank me for it! You're going to love every little drop, and you're going to thank me for allowing you the chance to lick it! Come her, you bitch, and start by licking my feet in thanks for the chance! You're going to lap up every bit, and then you're going to beg for the chance to do it again. I may just allow you to, as well, though perhaps I'll let you drink a slightly fresher draft!" the Canid barked derisively as her enormous erection quivered and swelled slightly, demonstrating what she meant.

Goaded beyond control, Cupcake launched herself at the much larger Canid, screaming in defiance. Rashael growled, and threw herself forward to meet her. Soon, they were both grappling, the cum slicked flesh of both of them making it impossible for either to maintain a grip. Each shouted, threatening to kill the other, to fuck the other as painfully as they could. Soon, they were holding each others arms, struggling to prevent the other from gaining advantage, each looking for an opening. Both were unmindful that each other's cocks had grown huge and swollen, the mighty shafts thudding into the other almost ignored as they grappled and swore. They soon had worked themselves into a mutual standoff, each holding the other in slippery grip and unable to gain any advantage, facing each other in snarling defiance. It was then that both, driven by something between them, brought their lips together in a kiss. The kiss grew more impassioned, and the struggle grew into caresses, rough and filled with lust. Each sought the other's body, not to hurt, but in hot, slippery lust. The kiss was now impassioned, each moaning as they buried their tongues into the other's seeking mouth.

Cupcake reached out to knead and caress the huge breasts pressing into her, and felt Rashael's passionate kneading of her ass. Each one's cock swelled huge, the girth expanding rapidly. Their mutual embrace soon became one-handed as they each began to masturbate the other, each of their hands overfilled with the hot, slick flesh of the huge phallus' now pulsing from them. Cupcake ended the kiss, transferring her mouth to one of Rashael's huge breasts, sucking and licking the huge globe and teasing the tumescent nipple standing forth in tight hardness. Rashael gasped, and swung her massive cock between Cupcake's slick thighs, beginning to thrust back and forth slowly, and now using both hands to masturbate Cupcake's straining hardness. They became more impassioned in their mutual ministrations, soft cries emerging from both as their caresses and kisses became more impassioned. Suddenly each stiffened, the soft cries they had been emitting becoming a screeching, hoarse yell. Both of the pounding members began to swell to immense size, the girth of each mighty phallus growing truly huge, the heads pulsing into massiveness. The rapid growth of their cocks forced them apart. The length of each did not grow so much as the girth swelled, until it looked like both of the gigantic shafts would burst. Each swelled, becoming a blimp-like appendage jutting from each of their clefts, each smooth and shining pinkly as they grew to stupendous proportions. Each of them now screamed, their bodies wracked with internal explosions that continued to build within their straining, ominously creaking shafts.

Cupcake came first, the cum coming out in a single burst of such strength that she fell backwards in reaction. The stream jetting from her was so strong she was propelled backwards on the floor as she came in steady flow. She finally slid to rest, spent, and groggily turned to watch Rashael. Rashael's turn did not come for several minutes, the Canid screaming and hunching with the incredible desire she felt, the huge zeppelin of her prick swelling further in hardened rigidity before her. The Canid flailed it back and forth, her huge mammaries bouncing around with her writhing dance. Finally, the screamed in utter relief, and gouted her incredible flood with a thunderous waterfall-like boom. She was jetted backwards by it, as Cupcake had been and came to rest against the far wall, the once massive cock shrinking into flaccidity and dropping to the floor. She lay, panting, her chest heaving, and emitted soft 'Oh!'s as the still pulsing cock lay finally still.

Cupcake looked down at herself, and saw her own breasts were now huge; firm globes standing proudly from her chest, their nipples large and swollen and standing out from their base, the aureoles, hemispherical and dark, stood out plainly from the now massively grown boobs. Each panting breath she took sent the twin globes jiggling slightly, and the new weight sent pleasure through the girl. She saw the Rashael's once huge mammaries had grown even huger, the enormous knockers grown to truly titanic proportions. They remained firm; defying gravity almost impossibly as the Canid lay against the wall gasping. Something had happened; something strange. Rashael had been in Fifi's total control. Somehow, Cupcake's presence had broken that control, releasing her love from the Queen's slavery. Cupcake rolled over, the flaccid but still huge cock laying on the floor, and then got unsteadily to her feet. The huge cock dragged on the floor, leaving a trail of cum as she carefully walked over to where Rashael lay, the Canid still gasping closed-eyed and laying in a pool of her own cum. The massive Canid quaked and shuddered, the aftermath of her experience still fully upon her as Cupcake drew near.

“Are you alright, Rashael?", asked the concerned Cupcake.

“Oh! Uhhh… I'm… I'm alright. I've never… Had something like THAT happen to me before. Only a Queen could force something like that from someone.", husked the panting Canid.

“I feel strange, Rashael. Like something broke loose. My tits are enormous, too. And my cock felt like it was going to explode.", Cupcake said, worriedly. “Rashael, we have to escape from here, before Fifi finds out; or, worse yet, Cat gets turned loose. I think that feline is crazy. She has some sort of crazy need to have me."

“Yes; I think Cat is insane. What she did to me… She fucked me and Cocked me, and Cocked me until I thought I'd go crazy. She drove me to frenzy many times, and then had me satisfy the need with myself. She fucked me with her tail, nipples and cock all at the same time, and pumped me with cum till I thought I'd explode. And then she forced me to do the same to another Canid! She tongue-fucked me at the same time, and would take me up the ass as I fucked the Canid, driving me to practically tear the poor girl apart. She would suck me dry, laughing as the cum spurted from her, and then spurt it back into me, her cock pumping her own load of cum into me as well as my own. She presented me to the Queen, and fucked me in my cock! She blocked my own cum that way until I grew huge, and begged to be allowed to cum. All she did was laugh, and pump her own cum into my bursting cock. She fucked my breasts, using her cock and her nipples, all the while fucking me with her tail and tongue in the cunt and ass. It never stopped!" sobbed the Canid, “but it continued around the clock. She had me sucking myself in Frenzy, the cum being pumped back into me as fast as I pumped it out, while fucking all my other holes to prevent its escape. I could never get rid of it! She had me lick her everywhere, all the while showering me with her cum, and fucking me with whatever I was licking. She would bind me, and have me gang-fucked by Fifi's nobility, and then had the Queen herself share me with her, each of them huge. She once filled an auditorium with me, so filled with cum was I, and all the while she cursed and swore she would have you as well, only she would not be as gentle…" Rashael continued, anguish on her face, “She had me wanting you in the same way. I was her slave, and bound to Fifi. We would fuck each other, and obsess over of how we would share you, visiting upon you all that had happened to me and more. She said the Queen, she and I would have you all at once, each sharing all your entries at the same time, and would have every Gifted Canid in Fifi's service take you, with as many at the same time as could manage to cram themselves in you. She planned to have Fifi overload you with Energy, and then plug your cock with hers, and laugh when you came and blew back into yourself. She would have you perform every low and menial task she could think of, with any and all being able to take you as they will. She even talked of giving you to The Shestallion while she fucked you; a fate no one has ever experienced. She said you would end up the most over-endowed female on the planet, barely able to stand because your breasts would be so huge, and that you would be broken so far as to beg to be fucked, crazed, only wanting someone to fuck you and willing to take all comers. You would be a machine, desiring only to fuck and be fucked; in permanent Frenzy, and pliant to only her will, desiring nothing but her command. She would turn you into a sex-machine; the most desirable and the most slavishly compliant being on the planet. She would own you, even more so than she owned me." Rashael began to sob as she unloaded all her built-up emotions “She had me totally in her thrall, that feline witch. She plots to overthrow Fifi; goading the Bitch Queen into giving her enough Energy so that she may become a Queen herself, even if that is impossible. She is crazed with the idea. But her main desire is to humble you; to enslave you completely. She wishes vengeance on Fifi, and thinks that somehow you may help her gain it. She said she would give you to the Shestallion after she had gained your control, and that you would give her mastery over Fifi. She would rule all of Mall, and would have the Queens as her personal slave. But, most of all, she said she wanted you as her complete and total slave; loving her alone; obedient to her every whim and an avid subject to her every sexual whim."

When Rashael had finished, she clasped Cupcake in a tight embrace, burying her head between her newly massive breasts and sobbing. Rashael took a stead breath and continued, “The witch had me wanting the same. I was hers, and desired only to fuck you into insanity and slavery. She said that after she had mastered the other Queens, and ruled Mall, you would be my sex-toy; to be used by me whenever I wished. And she had me wanting to use you. Not as a lover, but as a thing; to fuck you to ease my needs with no consideration for you. You would be mine to use; to Cock endlessly. You could not believe my appetite while I was under her thrall. I wished merely to Cock you endlessly, making you suffer as I did so. It was not hate, but something more horrible; a lust so strong as to be inhuman. I hurt so bad when even I thought of Cocking you. It was not a loving desire, nor a lust to fuck. It was something else. I wanted to fuck you until you screamed; until you begged me to stop so I could laugh and fuck you harder." continued the sobbing Canid. “Fifi doesn't know about Cat. Cat amuses her with her cruelties. She may be the Bitch Queen, and the Canid Slut, but she has only a casual cruelty. Not the monstrous, unnatural desires of Cat. I fear Cat is truly insane."

“Yes, I am insane. But there's a method to my madness!", came a voice.

Cat strode into the room. Her sleek-yet-muscular body rippled as she almost strutted before the figures on the floor. Her cock was hardened into a huge shaft, waving before her. Her tail was swollen, and her breasts were huge, the nipples cresting them huger still. She ambled over to the couple reeling back on the floor. Cat had grown. She stood at least ten feet in height. the incredible shaft of her cock loomed over them, visibly beating in strong throbbing pulses. The testicles dangling between her legs now swelled until they swayed just above the floor. Cupcake watched in horror as Cat's nipples continued their growth, hardening into tapering pricks, jutting upwards from their massive bases. Cat's tail also swelled, a reddened tip of yet another giant cock emerging from its end.

“Before I begin, I would just like to say, my dears, that you will both soon be mine. I plan on taking both of you. But…" she said, reaching down with a huge hand to gently stroke Cupcake's face, “Especially you, my little plaything. I have great plans for you, Cupcake. Through you, I shall gain mastery of Mall. Pity you won't be in any condition to enjoy it very soon. But the process will leave you a mindless plaything for me to wile the hours away." Cat salaciously hissed at Cupcake as the overgrown feline visibly shuddered with a barely-repressed impulse to ream Cupcake before she could finish monologuing “…And Rashael shall have you as I planned, once I'm finished with you. Only she won't be the tender lover you remember her as. She'll be a raving psycho intent on only fucking you, which will suit you quite well, as you'll be a gibbering psycho intent on being fucked. That will only drive Rashael to a frenzy, as she will want you to cower before her." the gradually growing Cat continued as she held Cupcake with increasing intensity, the cat's steaming body and many phallusus straining as she paused, bucking slightly as she held back the impetus and intense need of fucking, and continued with a deadlier tone of voice “…No one has yet seen what will happen to you, my dear little plaything. In all of Mall's crazy existence, with all the sexual happenings that have occurred in its history, you will have unique things being done to you, as you will be doing some unique things yourself…" Cat continued to gently stroke Cupcake's face with increasing firmness, and her cock grew bigger yet, her balls growing outwards and swelling past her legs “…Yes, you will have some new experiences, my plaything. I shall be the mightiest being in the universe, and will introduce you to some new things. You have witnessed nothing to compare what I have planned. Even the Queens themselves could not do what I intend. You shall be the most desired female ever; all the females in the past will be as nothing to you. The only bad part, is that you won't be able to understand it at all…" Cat's gentle stroking moved to the back of Cupcake's head, and the huge hand clenched into a fist, grabbing her hair and yanking her head back “…Yesss… I think I'll start now. Fuck Fifi. That bitch will be sucking my cock and begging for more in a short while. Not to mention Sasha, that slut. Even The Shestallion will be a toy for my pleasure. Perhaps I'll turn her lose in Frenzy, and watch the fun! She has a certain rough talent, that one. No finesse, but she does know how to fuck someone! But enough talk.", Cat said offhandedly as her body continued to tense, her manic desire to monolog distracting her from the growing, splitting pressures “…I may as well start here and now, my little plaything, and break you in a bit. I may let Rashael join in after I've done her a bit." Cat grew, becoming monstrous. Both Rashael and Cupcake could do nothing but stare as streaming jets of steaming fluid spurted from each of the now titanic cock's quivering in absolute erection on her, signaling just how close to Frenzy the cat truly was before she began to pant “…I'm afraid I won't… Be able to speak while I work… But then, it won't be the Cat getting the tongue this time, but a cupcake…!" she laughed. Which turned into a gurgle. Which turned into a loud slithering as her cheeks bulged and lips pursing in a pout. The glistening tip of her tongue forced its way out of her mouth, ovalling it as more and more of the pink length emerged. It wavered, like a cobra preparing to strike, growing longer and thicker by the moment. Soon, it matched the other secondary cocks in size, and was stiff. Spittle ran down its length, to drip onto her massive breasts. The enormous appendage lowered, until it was pointed directly at the cringing Cupcake's mouth. The gripping fist began to draw the panicked girl toward it, as Cat bent forward.

The tip touched Cupcake's lips, forcing them apart. She felt it worm its way in, forcing her jaws apart into gaping surrender. The hot length of it tasted sweet as it over-filled her mouth. It slid in, forcing its way down her gurgling throat. She could feel it slip down her stretching gullet, and enter her stomach. She felt it begin to spasm, cumming in her. The flow increased suddenly, until her belly began to swell. She could only watch in wide-eyed panic as Cat's malignantly, madly grinning face drew closer to hers, the thick shaft of her tongue emerging from her wide-split mouth distorting her face. Cupcake felt other cocks press her; the huge, distended nipple poking insistently at her own, and the hot flesh of the titanic prick sliding between her legs. She saw the tail bend around Cat's hip; the swollen, pink head coming around her back. She felt the slick shaft of it slide along one ass cheek, and then felt the bulbous heat of the head probe for entry.

Cat now grasped her around her waist like a toy doll. The giant feline stood up, lifting the gurgling girl effortlessly. She felt the sharp pressure at her nipples increase; the flow of cum from the invading tongue grow faster and more powerful, the probing bulb at her ass now splitting her anus in screaming agony as it worked its way into her. Already her belly bulged with the roiling cum within her. Her breasts compressed between each other, the twin driving shafts of Cat's nipple-cocks beginning to work their way into her, her nipples distended in screaming agony from the building, splitting internal pressures. She felt herself lift higher as her balls pillowed up and around her thighs, the incredible shaft of Cat's cock sliding between Cupcake's legs until she bumped over the massive, bulging head of it. The head splayed her legs wide, and then began to insistently ram into her cunt, Cupcake's own cock minuscule in comparison to the monster battering into her.

The cat's tail-cock finally wormed its way into Cupcake's wide-stretched ass with an audible pop. She felt it thicken even as it slid deeper into her, the small spurts of cum from it already growing into a raging torrent. Her nipples were wrenched into splitting agony as the twin shafts of Cat's entered, and those too began to thicken and lengthen as the began to spew into her. The incredible cock between her legs now battered its way into her, wrenching the spasming hole to a fantastic dimension as it slowly wended its way into her. She saw that Cat had clenched her eyes in ecstasy as the giant's hips thrust the huge monster slowly deeper into her, already the torrent of cum beginning to issue from it filling Cupcake with its burning, heavy heat. Cupcake felt all the cocks entering her slide to the final depths, and begin to pump their incredible loads into her rapidly bloating body. Her breasts, that she thought so huge, were blown into vast rippling mounds of flesh. Her belly bulged with its trio of cocks within it, and swelled larger by the moment.

Cat did not see Cupcake's smaller cock spring into quivering erection, and begin to grow on its own. Every drop of the incredible torrent entering Cupcake was being stored as energy, and that energy was being expressed in the growth of the expanding cock jutting from just above the pounding shaft of Cat's own titanic cock. Cupcake groaned as it grew, the pain of Cat's multiple entry fading as it did. Soon the shaft matched Cat's in size, pointing skyward before the thrusting feline's face; unseen as she mindlessly fucked her victim.

Cupcake felt something within her change subtly, and knew what to do. Effortlessly, she began to draw Cat's energy bearing cum from the giant feline. Cat felt her almost endless supply being actually sucked from her and being driven into Cupcake as the flow went from a torrent to an overwhelming flood.

Cat screamed as best she could, the hardened shaft of her tongue turning her screech into a gurgling moan. The giant feline began to shrink in stature, her huge cocks rippling from the flow being sucked from them. Her shrinking became faster and faster, her cocks still huge, but also rapidly shrinking. Soon, Cat stood at her normal height, her gigantic breasts, once huge mounds of flesh, becoming flat. Her tail whipped from Cupcake's ass, shrunk into flaccidity, and shrank back to her normal tail. Her monstrous cock shrank, as Cat's body lost the over-lush build it had sported, and became slender, then coltish in build. Cat now screamed at the incredible sensations shrieking through her body as she was drained dry and powerless by Cupcake. Finally she collapsed; the once monstrously gigantic cock now a tiny, flaccid penis, and then she bore none.

Cat had been rendered Powerless. The feline writhed on the floor, her once lush body now that of an adolescent, the powerful cock that had once proudly waved from between her legs gone, revealing only her cleft. Her tail lashed as she writhed and moaned, the mind-blasting feeling of having her power ripped from her leaving her helplessly twitching on the floor.

Rashael stared in awe at the reeling figure of Cupcake. While Cupcake looked none too steady, what she had done to Cat was near impossible. Only a Queen could wield such might. But Cupcake looked unchanged. Her breasts were still large, but not huge, and the cock quivering from her was not the monster an infusion of so much Energy should have made it. If anyone else had taken that much power in, she would be in the helpless throes of a Frenzy almost unthinkable in its intensity. She should be bloating into gigantism and the flow of cum from her should have been all but unstoppable. She did not grow over-ripe, and her breasts did not blossom into hugeness, nor did her cock shoot into titanic rigidity. She did gasp and seemed a bit unsteady, but her heavy-lidded countenance bore a grin. Cat continued moaning, her hips bucking as she lay face down dry-orgasming in aftershock. Rashael felt a hatred at the vicious feline, and felt no pity for her. In fact, all she felt as she stared at the feline's hunching rump was a feeling of rising lust. Rashael felt herself become erect, until her huge shaft stood quivering before her.

“Oh, that's all right, Rashael. Your turn at her, I would think.", Cupcake said in a slightly distant tone. “That mean little creature deserves some payback, I would think, for what she did to you, so if you want to use her, feel free."

“I would love that." Rashael answered, staring hard at the rounded ass of the writhing Cat “…But I think we had better escape now, before the Bitch finds out what happened here. I think She'll handle Cat when she learns what occurred. And unless Cat is completely insane, I doubt she'll bother you again. Come, let us go."

Cat lay in almost mindless, agonizing loss. Her Power had been ripped from her, rent from her body in a fashion that was almost impossible. Only a Queen could accomplish something like that, and even then it would have been a harsh task, not so easily accomplished. The maddened feline writhed in remembered sensation of her energy being sucked out of her by the human. Deep within the fevered mind of the feline was a feeling of exultation. She now knew that Cupcake was the one, the key to her success. Fifi may punish her, and that punishment would no doubt be severe and humiliating, but eventually the Bitch Queen would re-gift her. Cat's cruel imagination and unusual talents were to valuable to go wasted. And Cat would soon afterwards be able to repay the Queen a hundredfold for anything she did inflict on her. Cat would have her punished in such a fashion that would leave her a mindless mound of flesh, fit only as a receptacle for her lusts. Cat had a plan. Cupcake would be hers, one way or another. The Human would not always be successful, and if Cat could manage to take her in surprise, she would be bent to her will completely. That miserable bitch Rashael would also taste her vengeance in a fashion that would render her forever a willing servant. She would have Cupcake, and take her Energy from her. But first, the small human must meet the Shestallion. That meeting would prime her, setting the human up for Cat, for Cat to conquer and use. Cupcake's unique energies would be hers, and with the additional energies she would rape from others, would render Cat supreme and omnipotent on Mall. She would turn the human into the mindless slave she had promised, and enact tortures on her that would destroy her completely for what she had done today. Cat would have the pleasure of ripping her Energy from her and then returning some of it in a devastating manner. She would suffer, that little bitch, and she would suffer for a long, long time.

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Part 3, Chapter 2

Cupcake and Rashael made their way through the halls of Fifi's castle. Quietly, stealthily, they approached one of the many exits. As was usual, this one was guarded.

“Careful, Kuppis. See that rather plump looking canid? She bears the Queen's Gift. Unleashed, she would be a ravening berserker, in a Frenzy so powerful that even a high Noble would be in danger. And the others are highly gifted themselves. Even if we could overcome them, and we could, quite handily, the Bearer would be on us in a moment. They would overwhelm us, and most likely gang-fuck us into either frenzy or helplessness. You can tell which of Fifi's servants are bearers by their size. Note that one's breasts, how huge they are in comparison to the other's, and how her uniform seems too tight for her? She also looks slightly feverish, and you can see from her actions that she is horny as all get out. And even if we could overcome the entire group, the alarm would be raised while we did so, and the thought of Fifi's guards fucking us all at the same time… Well, anyway, I'd almost prefer the tender attentions of Cat."

“I have an idea, Rashael. From what you've told me about Bearers, they are always trembling on the edge, ready to explode at the slightest provocation. Perhaps if we provide the provocation, without presenting a target, she'll turn her attentions on the rest of the group. We need something to set her off without showing ourselves. Ah! Quick, suck me off!"

“Are you crazy?! As much as the idea strikes me as rather attractive," the Canid grinned, gently stroking Cupcake, looking meaningfully at the girl's protruding erection, “I don't think this is the time or place for it. However, when we're safe…" winked the Guard.

“No, do it now! I won't cum in your mouth, but on the Bearer. I think if I cum on her, and transfer enough Energy, she'll go into Frenzy. That should occupy her and the rest for a bit, and we can escape."

“Well, that's different! A good plan, and a good idea. Now, c'mere. I've been wanting to do this for quite a bit", answered Rashael. The huge Canid knelt, tenderly grasping Cupcake's already straining cock and forming her lips into a loving oval. She lowered her head, her tongue busily licking the bulbous glans, and soon engulfed it in her warm mouth. The canid moaned gently, and Cupcake felt her breathing become deeper and more rapid as the sensation of Rashael's expert cocksucking coursed through her.

Cupcake could feel the pressure in her balls build quite rapidly, her cock beginning to pulsate intensely as it built. She groaned, her hips beginning to buck in a slow pump-fuck, driving the iron hard flesh slowly in and out of the Canid's gulping throat. The huge shaft was soon slick with Rashael's saliva, the Canid chuckling softly as she worked on it. Rashael could feel it begin to spasm uncontrollably as Cupcake's gasping breath came harder and shallower, her hips thrusting faster and faster. She looked up in loving adoration at the lust-tortured girl's face, seeing that Cupcake was going to pop very shortly. With a final long, lingering sucking, slurping kiss, and a final swiping lick, she slid the almost bursting organ from her mouth, the shaft ruddy and the glans almost glowing.

Cupcake moaned in time to the cock's jerking beat, her hips thrusting and trying to bury the burning hot shaft back into the Canid's throat.

“Oh… Yessss… I'm… I'm ready… Oh! Rashael, you… Lovely, beautiful thing!" Gasped the girl. She embraced Rashael in lust, sweating and shaking, being careful not to allow the almost bursting cock touch Rashael and go into uncontrollable spontaneous orgasm too soon as she struggled to hold herself right at the edge, fitfully humping as the sheer straining hardness of her shaft almost made her go over the edge.

“When this is over, my lovely cocksucker, you and I are going to get down to some serious fucking! N-now, I think I'm ready. I'm going to finish it off with some masturbation, so stand back while I let loose and jerk off." Cupcake managed to gasp and regretfully swung the throbbing phallus away from the kneeling guard, the hardened shaft swinging around to bear on the Bearer down the hall. She stood, legs wide apart, her basketball-sized testicles dangling between her legs, and took the straining shaft in both hands. As soon as she placed her palms on her length, she knew she didn't have much time to build up Energy – the rising column of jizz already began to build at the base of her length. She began to slowly stroke up and down the shaft, her hips bucking in wild thrusts, and started to grunt and moan as the rising torrent built. Her stroking became faster, wilder, more frenzied and she emitted a moan from between clenched teeth, her hips bucking wildly, and began to spew forth jets of cum from her cock. The power of the gushing cum built, and on the third spurting jet, was blasting from her with enough force to strike the group of guards by the doorway. The arcing stream of cum landed squarely on the chubby Canid. Cupcake collapsed, panting in aftermath, and watched the startled Bearer closely.

The Canid seemed to go rigid, wide-eyed in shock. She gave a single, sudden shocked gasp, and then began to keen as she underwent what seemed to be powerful internal explosions. Her tightly-stretched uniform was filled to overflowing, quite like Fifi's exhibit Cupcake had witnessed so shortly ago, but this time, the swelling, bulging body did not stop. The huge breasts suddenly burst free, sending small tatters of uniform flying, and Cupcake saw the Bearer's rounded, full ass come into view as her shorts were strained to the breaking point with the rapidly expanding flesh they contained. The girl saw a bulge form in their front, a bulge which grew with startling speed, until the tortured cloth was almost split by the massive cock therein. The Bearer was now screaming, standing in quivering attention, as her entire being seemed to swell into hugeness with a sudden burst of growth. The straining uniform gave up its labors, and released the burgeoning flesh into rippling freedom. The huge cock sprang into erection, and the grossly grown Bearer turned her gaze onto her gaping companions. Cupcake saw her smile with malicious intent, and suddenly the Canid's swollen nipples burst into huge, hardened cocks, and her tongue slid from her mouth and hardened. The jiggling figure leapt with startling agility, and was soon atop the now terrified group, her huge phalluses seeking, and then finding, their way into each of the screaming guards. The figure began to grunt, savagely and feverishly ramming her now spouting cocks into them, her rounded body rippling as she tried to satisfy her uncontrollable lusts.

Cupcake noted that the distended Guards were already beginning to gush and leak cum as their once-companion pumped ever increasing floods of it into them. Their own cocks were in turgid erection, spouting seemingly endless streams of cum as they screamed, unable to rid themselves of the Energy-laden jizz that overflowed them. Still, each of them bloated, filling with the flooding cum spewing into them, until their distended and swollen bodies lay moaning and helpless beneath their attacker, who continued to savagely ram into them.

“I think we can slip by them now, Rashael. They're a bit… Preoccupied, it would seem." said Cupcake, grinning broadly.

The two walked quickly down the hallway. As they neared the now groaning Guards, they discovered the floor was covered by a thick, viscous puddle of cum which was rapidly spreading from the ignorantly pounding Bearer and her insensate victims. It was ankle deep, and they were forced to wade carefully through the slippery liquid, the footing treacherous on the now slick, cum-covered floor. They raised a thick, slow-moving porridge-like wake in the hot, sticky fluid as they waded. Both felt the latent energy in it, percolating slowly into them. They soon sported tremendous erections, and both felt incredibly horny. The sight of the rippling flesh of the Bearer was almost too much for them, filling them with an almost unbearable lust as they neared her. The milky fluid's energy was filling them and driving them deeper and deeper into desire. They had not thought of this. The Bearer was spewing so much energy, that even the slightest contact with her cum was overwhelming. Fifi had probably filled this one to the bursting point. Rashael and Cupcake were now panting and gasping, their erections quivering and throbbing, nipples hardened into swollen hugeness poking out from their uniforms. Their progress slowed as their cocks grew, the now massive shafts bouncing before them with every step, threatening to upset their footing and send them splashing into the deepening pool of cum surrounding them. Cupcake groaned, shivered, and her testicles appeared with a pronounced inflating churn. Rashael soon followed suit, both of them groaning under the influence of the energy pouring into them from the cum. The meaty spheres of their balls continued to grow with their every step, slowing them further. They were soon slapping against their thighs, dangling between their legs down to their knees and still growing. The cum was deepening as well. The flood pouring from the Bearer had not diminished at all, and had filled the short hallway. The once puddle was becoming a lake, the milky fluid deepening until it was calf-high on them. They sloshed through it, tremors wracking their bodies as they grew hotter and hornier. Rashael stopped, emitted a high, keening cry, and began to spasm, her magnificent cock spurting cum. She panted after the forced-orgasm ran its course, but her erection became all the larger, straining upwards and visibly throbbing as it went white at its frenulum. Cupcake's turn came shortly after, almost causing her to slip as her hips bucked uncontrollably. Soon, the cum was washing against their monstrously grown balls, and they were wading through a knee deep lake of cum. Each of them was driven close to madness. Their breasts began to swell, their uniform halters straining to retain the great mounds. Soon they were staggering, holding each other up. They still had a quarter of the hallway to go. Each sweated profusely, their eyes slitted, and they moaned and grunted. A second set of uncontrollable orgasms thundered through them, even stronger than the one before. They stood, recovering, knowing they would never make the door in these conditions. Cupcake now knew why the hallway sloped downwards. The still gouting Bearer's flood was pooling here, and each step forced them into deeper pools of the energy-bearing cum. They were now thigh-deep in the translucent fluid, the increased area of contact letting the energy seep into them all the faster. They simultaneously burst into a screaming orgasm.

“I can't take it! I can't take it! I'm going to go crazy!" Rashael panted. The massive Canid stood still, her hugely endowed body quivering, her massive shaft spearing skywards. Driblets of cum flowed from the pulsing head as she stood in the now waist deep lake. Her thigh-spreading balls fully submerged in the softly glowing cum, growing with increasing mass.

Cupcake was shorter than Rashael. She stood chest deep, the deepening pool covering her to the base of her neck. Her cock emerged like a separate being in front of her, the milky fluid hiding her from view. Her breasts were half-submerged in the Energy-rich pool of jizz… But the worst of it was that her balls were at the deepest end, submerged and surrounded in cum that increasingly made her leaden balls push her legs apart as they accelerated in their growth – forcing Cupcake to sink further into the cum as her legs were pushed apart. She was shaking and gasping, a crazed look in her eyes. Rashael watched through eyes unfocused with lust, as the girl began to allow herself to sink into the cum.

“Cupcake! No! Please, fight it! No!", she moaned, her own body quaking in the throes of her overwhelming lust and unable to assist the slowly sinking girl.

Cupcake's descent halted when the thick fluid was just under her lower lip. The girl tilted her head forward, and began to drink. She gulped loudly, the thick fluid flowing down her throat. Rashael watched in horror, knowing her human love had gone mad from the influx of energy from the cum. She saw Cupcake's already huge cock grow swiftly. She tried to go to her, but the cum-slicked tile of the floor was treacherous in her condition, and she almost fell twice before giving up her attempt. She listened in horror as the girl noisily gulped, swallowing the roiling cloying fluid at a steady pace. Cupcake's eyes were closed, her sweating brow creased as she drank gallons of the stuff. She would stop for a moment, lifting her cum-dripping face from the surface to lick her lips, and then begin to thirstily gulp at the cum again. Cupcake stood once again, thick runnels of cum dripping from her glistening, cum-coated body. She looked at Rashael, and began to approach the heaving Canid.

Cupcake lost her balance, one leg going out from beneath her, and Rashael watched in terror as the surprised girl slid under the rolling surface. Thick waves signaled that the girl was struggling to regain her feet, but kept slipping back. Only the wildly waving phallus revealed her location, snapping Rashael out of her lust-drunk reverie to forge towards Cupcake, sending a large wake rolling through the cum with her passage and splashing the fluid all over her. She halted her mad splashing in shock as the huge phallus began to grow swiftly before her. Rolling waves were being sent up from Cupcake's location. Rashael gasped, uncontrollably orgasming once again, and saw a funnel shaped whirlpool form in front of her. She looked down in awe as the level of the thick cum began to visibly lower. Twin peaks soon emerged, revealing themselves to be two gigantic nipples, the cum flowing down them. Soon titanic mounds of the girls breast showed, the level descending with increasing speed. More and more of the girl was becoming visible. A very changed girl. Cupcake had grown. She now had the look that Fifi had shown, her belly swollen, thighs and ass now huge and rounded. Her now titanic tits flattened on her heaving chest, wobbling masses tipped with nipples grown huge. Rashael saw her face come into view, and saw that the girl was actually drinking the incredible flood of cum, the whirlpool had been caused her gulping the fluid down, entering her. Rashael splashed over to her, and helped the now quivering girl to her unsteady feet. Cupcake had grown about two feet in height, but her bulging body showed that most of her growth had been directed elsewhere. She was lushly rounded now, her columnar thighs rounding up to broad, heavy hips, and the gigantic breasts jutted from her above the now rounded belly. Cum dripped from every inch of her, her hair bedraggled, to run down her quivering body in a steady flow. The girl wiped at her eyes, blinking away the glistening, wet coat of cum. She was smiling dreamily.

“I'm alright, my dear Captain; or will be in a moment. I have a little something to return to the Bearer. Go open the door, 'cause I'll just be a moment." Cupcake said, distantly. The girl turned back the way they came, the huge cock swiveling to point at the heaving group they had passed.

Rashael strode over to comply, the still calf-deep cum continuing to send a steady flow of energy into her already overloaded body and wracking her with a series of gouting orgasms. She watched Cupcake as she waded to the door. The girl was writhing, her hips pumping in powerful thrusts, sending her huge breasts dancing and her fleshy ass rippling. Rashael watched in awe as Cupcake came, sending a flash flood of cum up the hallway with incredible force. She saw the girl shrink, as if she were draining herself. The flow blasted from her cock like the roaring water of a dam's outlet pipe. It struck the still humping group down the hallway, eliciting shocked and instantly-gurgling screams as the incredible flow blasted into them, sending each sliding into the far wall. As Rashael opened the door, sending a rushing torrent of cum out through it, she saw that Cupcake's thundering flood had coated the wall and the floor, as well as the struggling forms being drowned in it.

Soon, Cupcake was back to her normal dimensions, the river of cum gushing from her now a mere trickle. The girl turned, her shrunken and rapidly withdrawing erection slowly withdrawing into her uniform.

“We can leave now, and had better do it quickly." urged Cupcake.

Rashael stared at her in awe. “If I hadn't seen it… I though only a Queen would be capable of even attempting something like that. You contained so much Energy, and kept it under control… If you had lost control…", wondered the dazed Canid.

“Yes, I was truly at the limits then. If I hadn't gotten rid of of quickly, I would have gone into a Frenzy like you've never seen. All I wanted to do was fuck something, anything, and keep fucking forever. I thought I was going to explode – I felt so tight and full. There was something else as well, something strange. I felt like I wanted it; to go into frenzy. But a controlled frenzy. I bet I would have kept you happy, my dear, lovely commander!" smiled Cupcake.

The pair stood in the doorway, nervously peering outside for additional guards. They both jumped with fright when something thudded into the door behind them, and they saw what had become of the group of guards behind them. Each of the Canid guards were now grossly swollen, gigantic and massive, packed into the hallway they had just exited. The huge bodies thudded and slapped against each other as each rammed their now titanically grown shafts into whatever orifice came handy. The sight of that much flesh in uncontrollable orgiastic action sent a thrill though the escaping pair. Rashael's respect for Cupcake grew as she realized this small girl had not only contained the energy that did this, but had actually controlled it, even if only for a few short moments. She felt her own throbbing erection harden still further, the cum bath she had endured still filling her body with excess Energy. She noted that even Cupcake's cock was still quivering in jaunty erection as well, and the girl's nipples showed her to be quite aroused. She groaned softly.

“Gads! I am so horny… Perhaps, before we leave, we can find someone in Fifi's retinue and give her a bit of a treat?" gasped Rashael before grinning and playfully slapped her straining erection, sending it into gyrating bounces.

Cupcake grinned back “I don't think we should tarry too long around here. With what's going on in that hallway, someone is bound to notice things aren't in order, and raise the alarm. Besides, our erstwhile playmates seem to be getting a bit rowdy." Cupcake gestured towards the doorway, from which a lolling head and shoulders now protruded. An enormous cock parted the figure's lips, and twin bulges of what must have been truly gigantic breasts threatened to overflow outwards. Vague sounds of structural distress came from the castle, almost unheard under the fleshy slapping and liquid gurglings going coming from the Canid orgy. Cum seeped around the giant canid stuck in the doorway, fitful spurts streaming from around the juddering globes of her breasts and the occasional more forceful jet from between testifying to the pressure building up behind her. Rashael and Cupcake saw the wall tremble, and the ominous sounds of crumbling were getting louder.

“From what I can see, Fifi outdid herself with that particular Bearer. The way they're going at it, she must have had them all super-gifted and had the Bearer filled to the bursting point. They must be spewing so much cum that the entire section is being flooded. I think we'd better get gone before something gives. At least," continued Rashael with a smirk, “Fifi's castle will soon have a nice exterior view in this section. And about a half-dozen very highly powered guards in extreme frenzy humping everything that moves."

The pair scampered away, and when they reached the crest of a rise overlooking the castle, stopped and watched the wall containing their exit finally give way with a rolling flood of cum pouring out, revealing the huge bodies of the frenzied guards. The massive figures seemed to lay for a moment, regaining their wits, and then saw the curious crowds approaching to see what had happened. They saw the huge, maddened Canid guards leap into the crowd, grabbing the Canid nearest at hand and skewering her onto one of their gigantic, spurting phallus. They turned, and began trotting towards Human territory, the scene of mad sexuality soon disappearing behind them. The last indication of what was going on over their shoulders was a distant frothing fountain of what must have been cum visible over the tree tops, gushing higher than Earth's Old Faithful geyser.

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Part 3, Chapter 3

Fifi was enraged. Cat cowered as the maddened Queen literally swelled with her anger. The beyond-Rubenesque proportions of the raging Queen's body continued to grow as Cat watched, and the straining cloth of her gown tented outwards, threateningly, just below her belly. Fifi was actually foaming at the mouth, and snarling viciously, baring gleaming canine teeth and pink gums in betrayal of her canine origins. Her more human attributes, however, had grown to truly royal proportions, the bouncing mounds of her breasts threatening to burst free of the confining gown, and her well-rounded ass gyrating provocatively was entirely human, her strange makeup revealing its non-humanity by the angrily-upright tail emerging from the base of her spine. Fifi was incredibly angry, Cat saw. Her wide blue eyes glared at the cowering feline promised a truly horrible punishment for Cat's failure.

A servant, scrambling to escape Fifi's notice, who had been caught in the room when the raging Queen had been notified of what had occurred, was picked up bodily and thrown violently atop the Queen's bed. With a wild growl of anger, Fifi's enormous form trembled, then burst free of the confining gown, sending its rent form fluttering to the carpet. The Queen's cock was revealed in all its awful glory and Power, red and glistening. The now massive Queen leapt atop the gasping servant, and savagely rammed the thick shaft into her. Cat watched as the servant screamed as the Queen rammed the growing shaft in bestial anger into the writhing form beneath her. A hoarse growling and grunting was all the enraged Queen was capable of, and the thudding slap of flesh on flesh as she pounded into the servant was all that was heard. Saliva dripped from her jaws, her tightly clenched teeth and bared gums dripping. Cat watched as the unfortunate servant seemed to explode, her mouth's slackness gaping into a tormented scream that was stifled by the column of cum suddenly thundering from it.

Fifi's bestial growls grew in volume, as did the thudding slaps as she redoubled her pounding attack, her thrusts sending shudders through the fabric of the room as she humped into the exploding form beneath her. With a final snarl, the shuddering mound of flesh that was the servant was lifted and sent flying, ejected off the incredibly expanded cock by the thundering flow of Fifi's cum. It flew, a wobbling balloon of gouting flesh, and hit the wall with a loud, meaty smack, sending tremors through the room. The Queen, now a towering monster, stalked over to where Cat lay. The great cock loomed over her, its dimensions casting a dark shadow over the trembling Feline. Fifi's head actually pushed up against the bowing ceiling, her huge visage still distorted in the hate and rage snarling and drooling. The giant figure reached down, and clasped the frozen Cat like a child picking up a doll.

“You let them ESCAPE?!", the Queen shrieked.

Cat could only stare in terror at the dinosaurian-sized Canid, the mass of the Queen's quivering cock thudding into her bottom as it throbbed. It was like being repeatedly nudged by a freight train, and she felt the furnace-like heat radiating from it.

“Tell me why I shouldn't take you here and now, and let you feel my wrath, you miserable cat! Tell me why I shouldn't ream your miserable ass out and then give you to the Guards to play with?! TELL ME!!" The snarling mask of hatred cascaded over Cat as she saw the huge, shiny teeth and shuddered at what they might yet do.

The enormous face suddenly broke into a leering grin. Cat's heart dropped.

“Cat, you have a single chance to redeem yourself. You will track down that human bitch, and you will break her. You will break her to my control, and that breaking shall be utterly complete. You will do this, or you will suffer as even your most tortured victims did not suffer. My punishers are powerful and knowledgeable, but none so much as Me!"

The Queen dropped Cat. Her fall was broken as she slid down the incredible length of Fifi's mighty cock, soaking the Feline in cum.

“I will gift you once again, Cat. And it will be a mighty gifting indeed. One such as none has seen before. You will earn this gifting by bringing me the broken Cupcake, and laying her at my feet. You will do this or you will suffer eternally, broken yourself." Fifi's leer grew. “I am going to gift you such as none have been gifted before. You will be nearly, and note the nearly well, a Queen yourself. You will be potent beyond even your wildest dreams, and powerful as no other. Fail this time, and you will suffer my wrath in proportion to the Gift I am going to bestow upon you. Prepare yourself." the giant that was the Queen shrank slowly with juddering difficulty as if her over-boiling temper refused to let her shrink. She then stood over the prostrated Cat, glaring down at her.

Cat knelt before her, and prepared herself to receive the Queen. She knew that the Gifting would not be an easy one.

Rashael and Cupcake finally reached Sasha's Castle the next afternoon. Fifi would be receiving reports of a swath being cut through her lands by two terrible Gifted ones; one a huge Canid and the other a small human. The pair had been pumped up after their encounter with the Bearer and the guards had worked their excess off as they traveled. Their first encounter had been an awesome one, and the Canid they had used had broken to their control almost immediately, so potent had they been. Fifi would find herself short a high noble and a few other of her Gifted ones as well. By the time they had reached the border of Sasha's territory, they had been satiated. Almost. Their first night was an orgy between them, as they explored each other. First one, then the other would lovingly fuck the other, taking turns and experimenting. Rashael had taught Cupcake some very nice tricks by the time they had fallen into exhausted and happy sleep, holding each other.

Cupcake found that she now had some rather startling powers as Rashael instructed her in her Gift. Her body was pliable to a startling degree, and she could alter the size of her sexual characteristics with a thought. She had learned how one fought with the Power, draining the opponent by over-loading them and breaking them through the unbearable ecstasy of orgasm amplified by that Power. She had learned how to battle, and how to love, and the many different tools she now had at her disposal for both. She had also discovered that she was still quite female, as Rashael had tongued and fucked her to rapture. By the time they had finished, Cupcake was capable of holding her own in any competition, and her raw power astonished Rashael with its intensity.

They had awoken and fucked, then continued their journey, Cupcake practicing with her new found skills on any Gifted Canid they happened upon.

Cat ached. The Power she now carried surged almost at the point of controllability. She had to strain to keep from going out of control, and even then her body burgeoned with the load it carried. Fifi had not been gentle with her last night. Cat had wanted power, and she had it. But the way Fifi had pumped the raw Energy into her, filling her to the point of bursting, had not been pleasant. She strove to accommodate it, her body altering to encompass the incredible Energies that coursed through her distended body. She purposefully, needfully strode down the road, following the path of confusion those two sluts had spread around them. Her wobbling body burned and ached, the bouncing mounds of her gigantic breasts, the heavy, swaying dance of her mighty cock announcing to all that she bore the Queen's Gift, and was mightily gifted at that. She strode, a giant twelve feet tall, and burned with the energy she was filled with; and with it, something else. Inside, the searing hate she felt, the screaming need she had, the insatiable lust she bore, all these hurried her towards her target. Cupcake would feel her Power. She would take that bitch, and blow her apart after ripping the Power from her. She would fuck her for weeks, torturing her into gibbering madness, exploring each of her holes and wreaking pain on her. She would do things to that human slut that would cause even that slut-bitch, Fifi, to blanch, and she would laugh while she did them, relishing each and every scream, enjoying every moan of agony as she repaid the human for what she had done. She would lock her in with a hundred Frenzy driven bodies, each pumped to the bursting point with Energy and seeking a single source of release; that bitch, Cupcake. And after she had primed her, and ripped the Energy from her, she would be the master of Mall, and have her fucked by the entire population while she watched them cram their spurting cocks into whatever hole presented itself. And then she would give her the Ultimate Fuck, the blast driving that slut into total slavery, and would laugh at her when she begged for her Queen's, no; Empresses!, very glance, and toss her to a Frenzied mob!

As Cat's fevered thoughts formed, her cock, already huge, grew. A gushing jet of cum struck a Canid bystander, and the innocent found herself in an insane frenzy instantly. Cat gave her no notice as she leapt upon her companions, burying her massive and still swelling shaft into the nearest. Cat's giant form strode past, the huge feline's thoughts on one thing as her body jetted and vented bodily fluids. The border was just up ahead, and Cat's pace increased, and her body grew.

The uniform was the same. Rashael and Cupcake had been transferred, as Sasha had originally intended, to Castle Stallion. Canids, humans, and even a few Equines were stationed around to make certain that Shestallion remained bound. The Equines here had been broken long ago, but their independent and arrogant nature still showed. Cupcake could see why. Each was a giant in her own right. Even the non-Gifted ones were almost eight feet tall, and those that were Gifted were massively so. She had asked one why she was walking about with her cock grown so large, and the haughty reply followed was 'Grown? This is the smallest it has ever been', excepting the times she had been totally female, and if Cupcake thought THIS was large, she should accompany her to one of the empty alcoves, and allow her to demonstrate just how large it actually was. 'Would Cupcake be interested in sucking her off?' the girl had been actually tempted, looking up at the sleek, muscular giant standing before her with a challenging look. While muscular, the Horz was not overly so, and bore well-rounded lines as well as enormous breasts. The mighty column jutting from the Horz's uniform had twitched and begun to swell into what promised to be a VERY large erection when Cupcake had legged it. The Horz had shrugged, and grabbed a passing nymph, and disappeared into a handy alcove with the nervous girl.

As she had parted the curtains, practically dragging her intended behind her, Cupcake saw that she had sported a very large erection indeed, and that it was very equine in form as well as size. If that was the smallest… Well, anyway, Rashael would be meeting her soon to show her the ropes.

“Tell me again; where are they?" crooned Cat.

The sweat and cum-soaked form beneath her moaned. Cat's latest toy had been well-broken long ago. Cat had merely to stick it in a puddle of her cum, and this writhing human was hers to do with as she pleased. Her Energy was so great that she had almost feared for the hapless victim; that she had driven her into irretrievable insanity with the Power she had unleashed. Now the slave panted and gasped, striving to recover from Cat's latest assault. “They… Uh… Ohhhhh! Uh… Have been… Omigod, please… Ordered to… Uh-uh-ohhh! The Shestallion's castle… Ohhhh… To serve as guards…", the still quivering form answered.

“Very good, my slave," crooned Cat softly “Now, what is your name, my slave? Tell me once again, my once-haughty bitch; tell me your name."

“I… Uh… Am Cupcake… My name is… Cupcake, mistress. I live to serve you and you alone. I am yours to use, and want only to be used by you!" gasped the writhing human.

“Yesss… You're mine, and I will use you! I will use you now, in fact, you petty piece of filth!" moaned Cat, the feline's already huge erection shuddering into even larger dimensions.

This may not be the real Cupcake, but fucking this temporary substitute would help ease her rampaging need. Cat would assault this one for a few hours, and then seek the real target up north in Shestallion's castle. Her burgeoning Energy needed to be released and this one would do for now. Cat felt the dangerous feeling of tightness and fullness that indicated her Energy levels were perilously high, and from the size of her swollen attributes protruding from her wobbling body she needed to get rid of quite a lot of it. The subject would probably go into a crazed frenzy, but that didn't concern her in the least. Let that slut Sasha handle the consequences of Cat's playtime. Cat levered the mighty phallus to point at the supine form before her, and then thrust the already gushing head deep into it. Shrieking, she orgasmed in an instantaneous and continuous flood, the cum blasting into the already swelling human under her.

“Tell… Me… Your… Name, Filth!" screamed Cat, her bulging hips and quivering ass-cheeks pumping madly into the form beneath her “TELL ME!!"

“C-c-c-up… Ca…" was as far as the human got, before a mighty jet of cum turned her speech into a helpless gurgle as it blasted from her mouth. Soon the human being savaged by Cat's savage attack swelled to immense size, her bloating body wobbling and quivering with the incredible amount of cum filling it, Cat's floods of cum pouring into her making themselves visible as they thundered against her insides and sent her entire body rippling. Cat was just getting warmed up, she thought. Little did she know how dangerously precarious a position she truly was in as her body grew…

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Part 3, Chapter 4

Fifi was thoroughly pissed off. That psycho bitch, Cat, had allowed Cupcake and the Canid Guard to escape. Cat did have her uses, but the feline's crazy and cruel nature occasionally rendered her almost useless. The Gifting she had rendered to Cat had made her extremely dangerous, not only to others, but unknown to Cat, to herself as well. She was in an unstable level of Energy, and with her own unstable psyche, could snap into a Frenzy that even Fifi might have problems handling. It had been worth it, though; Fifi had enjoyed torturing that feline bitch while she was being gifted. She had had the extreme pleasure of really letting go for a change, and just hammering away until she had satiated herself. Cat had certainly not been haughty during or afterwards.

Fifi was at the moment working her not inconsiderable anger off at the moment by the expedient of being sucked off by a noble that had displeased her in the past. She stood before the gurgling noble, gazing down at her distorted face as she struggled to keep pace with Fifi's rolling hips pistoning the turgid shaft of her cock down her throat. Fifi smiled as she saw the noble's cheeks expand with the load, and grunted with ecstasy as once again she orgasmed into her captive's gullet. Blasts of cum escaped from her victim's tightly stretched lips as the streams of cum entering her overflowed her capacity to swallow it.

Fifi gestured, and one of her Punishers, her own massive cock dancing before her, knelt behind the struggling noble and rammed the flaring head into her upthrust ass. Yet another lay down, sliding into position beneath the tortured victim, to thrust her giant erection into her cunt. Fifi watched with approval as the noble's body rippled visibly as three giant prods rammed and thrust into her at the same time. Satisfied that she had inflicted enough punishment on the writhing victim personally, she let go with a last gouting ejaculation, and withdrew her still rigid cock. The noble, who's mouth dripped and drooled cum, began to scream. The scream was cut off as a third punisher filled her throat once again with her own cock in Fifi's stead.

Fifi watched the quartet for a few moments, and then strode off, her wondrous ass rolling and massive knockers jiggling, to continue the business of Cupcake's capture and breaking. She wondered how Cat was getting along.

Cat had left her human victim some time ago, the servant now in a screaming Frenzy. Cat's still titanically grown attributes and giant stature had not diminished a bit even after hours of fucking that human. Even her burning desire had not lessened; it instead had grown. Cat had tried to ease her needs several times as she trod the long road northwards. Each encounter had ended with Cat's pleasure and the torment of her partners in either being totally broken or insane Frenzy almost immediately. But even taking on those five servants at once and fucking them to almost uselessness had not eased her in any way. The pleasure was incredible while she pumped into them, but the incredible lust and desire would return to a roaring level almost immediately afterwards – feeling even more intense than before. Her boobs had increased their gigantic dimensions. Her body had become sleeker and ripened to proportions that would send an adolescent into maddened lust at first glance. Her stature had also increased after each of those sessions. She now stood close to twelve five feet tall, and her monstrous organ speared upwards, swollen into rigid hardness and perpetually venting cum. Cat's entire body was soaked slickly in steaming sweat and she moaned with each step. The need and desire; the lust and want burned within her increasing constantly. Cat's fevered mind was centered in finally finding The Bitch-Cupcake, and then visiting upon that wretched human all that she had suffered amplified to the nth degree. The small shreds of sanity that she maintained urged her onwards. She had figured out that bearing this amount of Energy was not merely dangerous, but meant that she would eventually lose it in an explosive Frenzy of such proportions that Cat herself would end as a mindlessly pump-fucking mound of flesh. She felt that she was close to splitting – if not in the moment of splitting.

Fifi had shaped this Gifting most carefully. Cat was almost supreme now; even a Queen would have trouble handling her and all others would be puny and ineffectual in comparison. However, Cat was not a Queen. This level of Energy could not be contained forever in her frame. Eventually it would drive her into insane frenzy or would burn her out in a pyrotechnic sexual display such as had been seen since the Change itself. She needed Cupcake to enable her to adapt to Energy of this amount. Cupcake would never willingly aid Cat in her plans, Cat thought desperately, so she would be broken to her will so thoroughly… Another geysering river of cum burst from her straining Prick to land with a pounding, wet roar in a nearby field like a thundering dam-like cloudburst. Cat was frightened by the amount she had just spewed forth. The need within her felt as if it had doubled, and the heaviness in her cum-laden balls seemed like it outweighed Mall itself. Cat mused that even thinking about what she would do to Cupcake could produce such feelings in her. She would turn that bitch into a servile, loving mindless slave and then torture her for centuries; forever would she satisfy her every cruel whim with that bitch's flesh. But first she would have the supreme pleasure of ripping her Power from her, and blasting her lover-dog into mindless slavishness before her eyes, turning her bitch-lover into Cupcake's personal tormentor… Another thundering geyser erupted from her, this one even more powerful then the last, and Cat began to feverishly search for someone to momentarily relieve herself in. There! There was a village up ahead. Cat could see at least two dozen Nymphs and a few Guards, and, yes, there were two Nobles that looked to be highly gifted. They would provide a few hours pleasure and perhaps ease the screaming splitting need within her for a short while. Cat thought of the chaos that would ensue as all in a single area were all in Frenzy; each seeking release and finding only another in Frenzy. They would drive each other mad with frustration and the resulting orgy of crazed, savage and mindless fucking might provide Cat with some amusement as they all simultaneously reamed each other out and then redoubled their actions in their frustration. Cat smiled a very evil smile, and her pace increased as did her cock's size as she strode towards what promised to be some fun.

Cupcake awakened slowly, the pleasurable memories of last night's sex with Rashael filling her with a languorous feeling of satisfaction. The well-rounded rump of her lover greeted her as she opened her eyes, and she gently kissed it while reach over the hill of the canid's tilted pelvis and thighs to grasp and gently stroke the giant cock of her partner. Rashael didn't wake, but moaned softly in her sleep, and Cupcake felt the huge shaft begin to swell and harden under her gentle ministrations. Cupcake had discovered that she was still very female; even if she was endowed with a cock beyond the wildest dreams of any male. The best orgasm of her life had happened last night, as she had lovingly fucked Tulley while Rashael had entered her then exposed pussy, while an Equine and a delectable human Noble had entered her as well. The giant Equine's cock had been very large and she had not been gentle in her fucking Cupcake's ass but the feelings had been indescribable. The Noble, a lushly built amazon with truly tremendous tits, had screamed as Cupcake had madly sucked on her straining shaft. Cupcake had orgasmed, and then orgasmed again and again as each partner in last night's orgy had switched positions, but the final one; Cupcake fucking Tulley and being fucked in all her holes at once by those giants… She had experienced an orgasm that had almost driven her mad with its intensity and duration as she had simultaneously cum with all her holes and cock at the same time. It had lasted literal minutes in one unbroken continuous climax, and had felt like decades, and was of such intensity that she had writhed in ecstasy for a half an hour afterwards in flashes of orgasm in the aftermath. The Equine had been named Buttercup, Cupcake remembered, but she never had learned the Noble's name.

Rashael's cock was now throbbing in hard erection in Cupcake's hand, and Cupcake felt her own massive organ begin to harden in response. Rashael was now rhythmically grunting and moaning, still asleep. With her other hand, Cupcake reached between the sleeping giant's legs, and thrust her fingers into the now slippery-wet heat of the canid's cunt. She could feel it respond with squeezing contractions matching the rhythm of the now solid throbbings of Rashael's huge cock. With a mischievous grinning leer, Cupcake withdrew her probing hand, and then used it to guide her own now throbbing phallus towards the canid's fiery hole. She entered slowly but forcefully, and Rashael's grunting changed to panting moans that the mighty phallus Cupcake seemed to ignite in her. The immensely long, slightly tapered shaft was now rigid and upthrust. Cupcake levered herself up onto an elbow, and bent over the still prostrate form of her lover, leaning over her narrow waist. She drew the straining cock she held towards her face, then ovalled her lips in a loving kiss and engulfed it with her mouth. She felt its throbbings increase in intensity as she slowly pumped her own massiveness in and out of her lover's tightly clasping pussy.

Rashael awoke with a guttural moan as her hips began to buck in uncontrollable response to Cupcake's slurping sucking. Cupcake felt the shaft driven deep into her welcoming throat begin to spasm, signaling the approaching flood of cum that would momentarily be spurting from it, and she felt her own cock's flow begin. They erupted simultaneously, each sending flooding spouts of cum into each other with Rashael also cumming from Cupcake's now pounding fucking. For several minutes they came until finally the substantial floods from each eased and then stopped. Cupcake withdrew her still hardened shaft from Rashael with a loud, wet pop while the slick length of the canid's cock slowly sucked out of her throat.

“Good morning, my Captain! And how do you feel this morning?" beamed Cupcake, grinning and saluting the still gasping canid.

“Well! I think that is now my favorite way of being awakened!" responded Rashael, still heavily breathing from cumming awake “But it sure beats an alarm clock…" Rashael returned the salute with a leer “…Now, First Guard Cupcake… Fall in!" the Captain laughed, and rolled over onto her back, splaying her legs wide.

“Yes, M'am!" Cupcake fell forward, her dripping cock leading her, into the arms of Rashael. They kissed tenderly at first, then more passionately. Their hands wandered over the other's body, caressing and kneading each other's flesh.

Cupcake's dancing tongue began a slow meandering voyage downwards Rashael's neck and shoulders. Cupcake turned her hips sideways as Rashael's stroking hand found the thick shaft of Cupcake's swelling shaft. Cupcake had worked her way slowly downward to the massive hills of the canid's huge breasts, and her tongue was now busily working each of the huge nipples into hardened nuggets. Cupcake felt Rashael's own rigid cock bouncing against her, slippery with its coating of cum. She now kissed, licked and nibbled hungrily at the canid's heaving mountains as the hot, slick shaft bounced against her chest. Her hands left their stroking to cup her twin globes and to gently pinch her own now stiff nipples. She pressed the dangling breasts together, surrounding the canid's cock with them as she slobbered over the twin ruddy spires of Rashael's nipples. Rashael's strokings of Cupcake's hugeness stopped as the canid clasped the mighty shaft tightly, and began to guide the flared head of it between her legs.

Cupcake moaned softly, feeling the rigid flesh grow larger and harder by the moment. Rashael's own cock had also grown huge. Cupcake could feel the heat of it plainly as it assumed gigantic proportions. It was huge, but not as large as Cupcake's burning shaft was getting. Still, the now bulbous head emerged from between her now massive knockers to butt softly against her chin. With a gasping moan, she once again lowered her head, mouth wide, to swallow the huge prick. She scooted sideways, until she was lined up along the pulsing shaft, and then began to swallow the rest of its length, feeling the incredible length slide down her throat into her gullet. Soon, the entire length was embedded in her, her chin resting on Rashael's belly and her wide-split lips encompassing the thick root of it. Rashael had sprouted balls, much to Cupcake's delight, and she began to gently encircle her hands around them, to then knead and milk them as Rashael began a slow pump-fuck up into her stretching throat. She could feel the head of the huge dog cock in her belly.

Cupcake grunted around the massive column spearing down her throat, and her own balls appeared with two pronounced wet thumps. She felt them swell rapidly as she gulped and sucked at her beloved's cock. Her own cock was larger still, almost glowing in tumescence. Rashael began to lovingly stroke its massive length, as Cupcake felt a large tongue splaying around and into her steaming pussy. The invading tongue was growing, splaying out deeper into her depths. The wondrous invader triggered her to a spraying orgasm as her giant cock began to spew gallons of hot cum in thundering torrents and her cunt's walls began to clasp and grasp at the slickly smooth tongue buried in her. She felt the huge hardened, heavily veined shaft she was desperately sucking on begin to spasm and felt the head of it swell until it filled her stomach completely. She gulped at it now, swallowing as much of it as she could, and felt the flaring head grow even more, bulging her belly with its size and searing her with its heat. It pounded in her, and then began to pump out its load deep into her. It matched the output of her still gushing cock; gallons flooded out of it in pouring bursts. She felt her belly swell further with its load, the heat of it spreading through her entire body as she was wracked with yet another vaginal orgasm, and her ebbing flow from her pounding cock once again gushed floods of the milky ejaculate. She screamed with the incredible sensations, the sound muffled by the massive shaft of the thundering cock spearing into her belly.

They lay, panting and gasping, for several minutes. Cupcake began to withdraw herself off the still swollen dog cock, the shaft of it slowly emerging with a sucking, slurping sound and the swollen head of it working its way up her throat. Soon, the ball-like head of it overfilled her mouth, huge and rubbery, and with a gentle tug, it emerged with a wet popping sound. Gouts of cum emerged both from it and Cupcake's throat as it plopped out to land with a meaty thud on Rashael's chest.

Cupcake drooled cum, her still rounded, swollen belly roiling with its load, rippling with each shuddering movement and audibly sloshing. Each of the girl's breasts had also grown to incredible size, filled with cum and straining with the load. Cupcake gasped as Rashael leaned down and began to urgently suck first one, then the other, of her rigid nipples. Cupcake emitted a cry, and then each of the swollen and throbbing nipple began to emit jetting gouts of cum. The girl screamed in ecstasy as her semi-tumescent cock sprang once again into massive hardness and began to jet another load she always had. When the last breathtaking gush had dribbled out of her, she moaned and collapsed into the smiling Captain's arms.

Cat watched the fun. At least forty now frantic humans sporting titanic erections sought to relieve themselves in one another. But as each spurted her own overflowing cum into one, some other was gushing her own load into her. And they were not too fussy about which hole they rammed their gouting pricks into. One, off by herself, being driven frantic by her need, had sought to relieve herself by sucking her own cock. The now swollen shaft was wedged firmly deep within her, each of her torrents of cum being spewed into her in terrible feedback. Her entire body was grotesquely swollen by the load she carried within, and the titanic girth of her prick was so deeply sunk into her, and so huge in diameter, it could not be pulled out. Cat watched as she desperately sought to free herself, only to be driven to suck harder as the Frenzy drove her. Her breasts were visibly growing, and Cat could see the thundering flow of cum as it rippled her taut-stretched belly with ever increasing intensity and amount.

It had been great fun, and every now and again, Cat would find one that had almost worked herself out of Frenzy to fuck and drive into an even more frantic need. Those two haughty nobles had gone under her vicious assault almost immediately, and Cat had laughed as each horrified victim had gaped at their now uncontrollable cock-growth. Cat currently had her gouting shaft buried in the prettier of the two, as the desperate human had her own monstrous prick buried up the ass of the other, who had hers crammed into the maw of the first. Cat was experimenting, pumping the two up as each spent into the other in feedback. She was wondering if these two or the cocksucker would explode first. It would be interesting to see. Cat had once seen it happen; had actually triggered it while acting as Punisher for the Bitch Queen. The unfortunate had been under the continuous ministrations of the Punishers for a month and Cat's own vicious fucking had finally driven her into exploding. As she watched and fucked, she saw the cocksucker suddenly balloon, practically exploding as the feedback of her own cum burst into her. The twin mounds of her tits blasted to the size of hot air balloons and her straining belly was now a rotund, swelling mass as her cock drove into her bursting body. Cat watched, grinning evilly, imagining it was Cupcake being driven to this. The enormous head of the monster splitting it owner suddenly became visible, bursting from her now splitting asshole to emerge with a rushing explosion of cum and lengthening thickness. The human was fucking herself right through her body, the length of the prick emerging from her wide spread asscheeks thickening and growing longer until it looked like a python slithering from a mouse hole. Still it grew, until the girl's body, bent double, was stretched like a rubber band around it, each of the now hill-sized tits resembling the monster's testicles. The cum flooding from it ebbed slowly, the amount and force of it had actually blown down one of the houses of the village.

Cat watched, her own now inconsiderable flow spewing into the twin Nobles beneath her, as the cocksucker's monster softened and began to shrink once again. Cat felt herself lifted into the air as the two beneath her began their own explosion. She ripped her still-gouting cock out, laughing, as the cum flowed and then gushed from the still twitching hole she had been fucking. She lay on the wobbling flesh as it grew, grinning as it grew, and listened enthralled as the cum within it flowed audibly beneath her giant form. She could feel it, and heard the despairing shriek of one of the nobles, the one with her mouth not filled with cockflesh, screamed with the agony she was experiencing. Cat smiled hugely, imagining the slut Cupcake and that bitch Rashael were beneath her now. She lay down upon the heaving, tortured flesh beneath her and listened to the cries of agony and the shrieks of mind-blasting ecstasy around her. She rolled over, resting her head on her crossed arms, her massive cock resting beneath her.

By chance, the head of her member encountered the gushing hole she had recently fucked. With a smile and a flick of her hips, she buried it into the wobbling mass beneath her. She allowed it to grow as it would. She lay atop the hill-like mass, now over the roof tops and admired the view.

The giant form stood. Huge, the head almost brushing the ceiling thirty feet above the floor, she once again tested the binding girdle and chains. She ignored the two guards at the far end of the room. There was someone new here; someone different. It might mean her release, from what she felt. She showed no interest that was visible to any observer, but The Shestallion was intrigued. Both curious and hopeful, she once again tested her bindings. She idly rubbed one of the huge, protruding nipples that poked from her gigantic breast. The Shestallion that had been Percy the Horz was no longer insane. She had long ago decided that her current form was not merely an improvement over her old one, but a godsend. If she did bear a vagina, her massive cock more than made up for the loss of her previous maleness. She had found that her current form was not merely orders of magnitude more potent and mighty than her previous one, but had other, greatly enjoyable, capabilities.

Still, she wanted revenge. The Two, Sasha and Fifi had hurt her. Sasha, herself, had gained her previous incarnation's wrath by her betraying love, and Fifi had been the instrument of that betrayal. Both would suffer if she ever got free. Shestallion would reign supreme over Mall, and the Two would be punished for what they had done. Still, after they had been punished, they would assume ascendancy over all but She herself. They did have the Power. But the punishment would be awesome and terrible nevertheless. The one She sensed was perhaps the key. She had been gathering Power for almost centuries now. She felt sure, under the proper circumstances, she would easily break free of her bindings. A simple matter of stimulation and a diversion of Power in a certain form would do it. Still, breaking free was not all. She had felt certain that she could have used any of her many guards decades ago to provide her with her means of escape. But The Two would be warned, and once again merge forces.

Shestallion felt certain that she could overcome either of her opponents singly, but together they were bound to overwhelm her. They must be rendered helpless first. She once again lowered herself to her seat, and pondered what form the new one would take, and how she would use her.

“Today, my dearest First Guard, you will meet the Shestallion herself. Sasha was most wise in sending you here, out of Fifi's clutches. Even the Bitch Queen herself would never violate the accord. Tulley, come and dress your mistress!", said Rashael.

Tulley appeared almost immediately, bearing a Guard's uniform.

“Morning, mistress!" chirped the Nymph, smiling at Cupcake. “Please stand, so I may dress you."

Cupcake complied. Tulley busily clothed her, tightening buckles and tugging duracloth into place carefully. Cupcake smiled as the Nymph arranged her deliberately large cock as the girl spent an inordinate amount of time with it, and some of her maneuvers with it were plainly not a display of the sartorial art. Her hands were also very busy when she arranged the halter, and when she began to fuss with the straps between her legs, Cupcake had to warn her, “Tulley, you keep that up and I'm going to be very late for my assignment! When I'm relieved, I plan on showing you exactly what you're doing to me now, and I'll be doing it to you with a great deal of vigor, I can tell you!"

Tulley grinned shyly. From what Cupcake saw, that had been the Nymph's intention. Cupcake felt the weight of her cock increase, and felt her breath becoming short.

“Tulley! I'm not too surprised at you, but there's a time for everything. and when I get off, I'm going to repay you for getting me so damn horny when I can't do anything about it!", smiled Cupcake.

Tulley beamed. Cupcake thought about last night's events, and wondered if perhaps Buttercup would be willing to help her discipline Tulley. It would be a wonderful bout of it, especially with the 'punished' one so enthusiastic about it. Cupcake noticed Rashael's nipples were standing out, and from the way the huge canid was licking her lips, and the way her own large cock had swollen slightly, she knew that the Captain would dearly love to take a hand in the disciplinary action tonight. So did Tulley, for the matter.

The Horz had been huge, and none too gentle in her actions. She had overtopped Rashael by at least two feet, and her cock, even at its smallest, had been large. While not gentle, she had known her way around quite well. Cupcake felt her anus tighten at the remembered fucking she had received, and felt herself getting wet at the memory of having the huge Horz jockey her cock into her. And when she had sucked Cupcake's cock, she had almost devoured it. She also had the largest tongue, soft and agile, that Cupcake had ever seen – barring those grown with Energy – and the Horz's kisses had been a wondrous experience. She also had known how to use it in other ways. Tulley would probably ache for days afterwards once that one was turned loose on her, but from what Cupcake had experienced, it would be a wonderful ache.

“Very well, Kuppis my love; you're properly dressed. We'll be having practice first, then a bout of guard duty today. You'll rotate on a weekly basis, and the duty is for only a half hour, so you'll have plenty of time for having fun." Rashael beamed at her before continuing “…And I think Buttercup might be interested in helping you discipline your servant properly. As will I. Can't have the servants getting too uppity, y'know." She leered at Tulley.

Tulley beamed.

“OK, let's go then." said Cupcake, “I want to see Shestallion first hand."

Little did she know that Shestallion wanted the same thing, only not because of idle curiosity.

Cat had come upon a rampaging band of Horz. They had been busy with a Canid patrol. She felt no compunction about aiding her supposed Queen's subjects, but her need had drawn her to them. She saw that the entire patrol had already been broken, with one, probably the Carrier, laying on her back as the now huge cock lying atop her gushed in endless orgasm. She was screaming, helpless to stop, the triggered Energy she had carried within her along with the added Energy of the Horz sought release in any way it could. She would probably continue to lay there, gushing cum, for many hours.

Cat saw the band of Horz were busy with what looked to be a Canid Noble. Cat watched the pistoning ass of what looked to be the leader between the wide spread legs of the screaming canid. From the length of the horz's thrusts, she had probably only begun moments ago. Still, already the screams of her victim were occasionally turned into gurgling gushes as bursts of cum flowed from the canid's mouth. There were five of them. 'Perfect', thought Cat. The other Horz gathered around the pumping leader. The huge horz suddenly rolled onto her back, revealing the bulging, rippling belly of the canid she was fucking. She had already grown huge, and each thrust was plainly visible, the location of the swollen cock's head showing clearly as it stretched her victim's stomach. One of the other horz positioned herself between the leader's legs, Levering her cock down and finally ramming it into the canids now upthrust ass. A third was sloppily kissing the canid, her erection growing by the moment, until she halted her savage mauling of the canid, and with a smooth flick of her hips, slid her now huge cock down the gurgling canid's throat to the hilt.

'They are naturals,' thought Cat '…but I think I shall teach them a bit about Punishing. This should prove interesting. I'll just let them finish their play.'

A fourth reached under the assfucking horz, and groped for something. She shouted her triumph when she withdrew the canids now rigid cock. She attacked it hungrily, sucking on it and licking it until it burst out gouting cum. The horz sucked hungrily at it, kneading it, milking it as if she intended to drain every drop from it. It lost its rigidity for a bit, then grew even larger. The other horz now attacked it almost in a frenzy. The other, now plainly super-aroused, began to masturbate furiously. She spied one of the moaning victims laying on the ground, and leapt atop her, and rammed her now monstrous flesh into her prostrate victim. She began to hump wildly, vicious and cruel, as the other sucked at the canid's rapidly expanding cock. Cat saw that the canid was being forced to cum almost constantly, her now bloated and distended form rippling under the assault of the three maniacally thrusting Horzs fucking her every hole with savage lust. The canid had plainly broken long ago under the assault, but the Horz were intent on having their cruel pleasure.

Cat continued to watch despite the mounting pressure in her balls, seeing the canid's massive swollen cock, now swollen into bloated sausage-like form, spasm and pump what must have been a torrential stream of cum down the throat of the madly sucking horz. The horz was far from overwhelmed. She continued her vacuum-like sucking, her cheeks hollowing, and began to milk the deflating cock. Once again, it shrank slightly, and then grew even larger, more bloated. Cat saw that it no longer was hard, but soft, like a water filled balloon filled to the limits. The horz working at sucking the canid off was actually milking it like a cow's teat, her mouth filled to overflowing, her lips squeezing the soft flesh she sucked out as the massive pillow of the cock. It ballooned until it looked like she was sucking at a breast.

Cat saw that the other pounding horz had not been idle. The canid's form was now just as bloated and distended as her huge cock. Her breasts and belly almost hid the leader as the blossomed, and the one on top looked like she was resting on a soft down bed. The fifth was going from victim to victim, ramming her massive horse cock into whichever hole presented itself and blasting huge amounts of cum into each.

Cat decided it was her turn – lest she burst. She strode out, an over-ripe jiggling mass of flesh. Her tail was swollen and bloating. Her nipples protruded like twin cocks as they jutted from her titanic mammaries. Her narrow waist now belled out to impossible hips and round rippling thighs, with the jouncing cum-jetting cock emerging from her crotch pointing skywards. Cat was lush and sleek, and she knew that the Horz would be crazed at her appearance alone. They like female looking victims, and Cat looked like an Earth mother figure from primal history.

The one pounding at one of the guard's ass and eyeing another's pussy saw her first. She froze, her wild thrusting halted. She stared at Cat, and smiled with a relieved evil smirk. She turned to the others busily working over the canid Noble, and whistled. The others turned glazed eyes toward her. The cocksucker popped the huge cock out of her mouth, cum dribbling down her chin and gaped for a moment. She also smiled knowingly, and let the swollen thing drop to the ground.

Cat saw it thud heavily, and ripple as it feebly spit cum into the grass. Each of the horz now withdrew in reverse order of their initial fucking of the canid. The leader heaved up, her cock still embedded in the flaccid form of the Noble. With a whoop of anticipation, she jerked free of the bloated thing she had been fucking, and the huge cock sprang to rigid attention, still gouting cum. Cat stood before them, one hand on out-thrust hip.

“Well, you lame pricks. I see you've been having some fun. Now, which of you is endowed enough to take ME on?" Cat taunted and turned around, looking over her shoulder, and bent slowly over. She spread her legs deliberately and licked her lips.

“Which of you first?" she leered. “I need a powerful fucking, so make it the most powerful among you!" Cat cupped one swinging breast and 'oohed', shaking her hips, and continued taunting “I'll be glad to take you all on afterwards, but I want a little one-on-one first, to get me started."

The horz smiled, and nodded at each other. This one would get the fucking of her life, indeed, and would come to regret her offer very quickly. Something wasn't right, however. At least, they would've thought.

“C'mon! I need a REAL fucking! Can't you weaklings satisfy one female?" pouted Cat, wiggling her hips and caressing her huge ass before pointing backwards “You! You're the leader, aren't you? Think you can handle me all by yourself?" Cat's tongue splayed out and licked the nipple of the huge tit she cupped and continued “I promise you an experience you won't forget." crooned Cat, stroking her exposed cunt, and then entering it with a lustful moan “I need a fucking so baaad…" she hissed, her hips bucked and spattered the ground with her pussy juice.

It was too much for them. The leader, watching the writhing, humping hips bump and grind, the huge cheeks of her ass being spread by the obviously deranged Feline revealing a very inviting asshole. The coral sphincter would be it, the horz decided, and this mad feline would soon be begging for mercy. The giant horz, her cock growing huger and already spurting, strode deliberately to her. She smiled, as Cat watched her through what looked to be lust filled, slitted eyes. It was lust, but of a different type than what the horz expected. The horz reached her, and stroked the widespread cheeks before her, the huge erection she sported towering over Cat's body. Suddenly, the horz gripped each of the soft, yielding cheek cruelly, and her hips drew back.

Cat felt the massive horse cock thud into the small above her asshole as it jerked downward, and then felt the delicious pain as the horz crammed the bloated head of it into her accepting ass. The horz rammed it home, her massive balls swinging wildly to smack against Cat's stomach. The horz froze, buried to the hilt. Cat's Energy flowed. Studmuffin – for that was the Horz's name – trembled. She had fucked just about everything, even a Feline once. But never had she been goaded this far. She was overwhelmed with lust. this one was not only the most attractive, lushly built female she had ever entered, but none had dared her to enter them before. All had resisted in terror, fighting until she had overwhelmed them. There was a matter of pride involved, and the horz would hurt this one until she begged for relief. She was filed with ecstasy. The inviting asshole was a wonderful tunnel of pleasure, like none she had ever reamed before. She was dazed at the pleasure she had felt upon entering this soon to be wailing female, and trembled, her hips locked into rigidity as the waves of ecstasy built. She felt her powerful cock expand, ever deeper into the lush depths of the feline. It grew huger with a speed she had never known before.

Suddenly, she was gouting cum with a mixture of fear and intense lust, spewing it deep within the surrendering feline. But still it grew, and as it grew, the gouting cum turned into a flood, a raging torrent. The pulsing, pumping cum turned into a steady flood as if it were being wrenched from her. Her ecstasy grew, and grew, and grew, until it was unbearable. She screamed with the utter pleasure searing through her, her cock now growing uncontrollably, the flood of cum redoubling by the moment. And then she was screaming in fear. She was out of control. The massive pounding of her cock locked into swelling growth, constant and continuous. Her pumping cum now gushed out of her in an unbroken torrent. She broke. The screaming pleasure drove her to mindlessness, her hips locked into a palsied trembling as she lost all control over her Energy. And then, that Energy, and a great deal more, blasted back into her writhing body.

Her cock almost literally exploded, and her entire body burst into uncontrolled, bloating growth as the flood coursing out of her now fiery cock doubled, and redoubled by the moment. She gave one last despairing screech, and felt it all explode.

The other horz at first thought the screaming was coming from the crazy feline. Their leader's cock, they saw, had grown truly monstrous, and they laughed as they saw the ripe, inviting feline's body ripple with the incredible load she was being flooded with. Their laughter died as they saw their leader begin to bloat as well. The massive horz was thrown back as if something had exploded beneath her. They saw, gaping in astonishment, that Studmuffin's cock had exploded into hugeness. It was like a miniature zeppelin in size, growing by the moment, its own size forcing it out of the feline's body like a seed being squeezed between fingers. Only the head remained buried in the rapidly filling body of the feline. The horz's body was bursting into hugeness, swollen and bloating larger with every moment. The incredible monster cock, they saw, was like the canid's bloated, soft cock they had pumped up. Only this was truly gigantic. It towered over them, and the entire length of it rippled with the flow of cum that flooded through it into the now moaning – but, quite concerningly to the horz, not screaming – feline.

It must be a river; an ocean, blasting out of their now shrieking leader. They saw the felines ass bulge, the huge head of the titanic cock, lubed by the gushing cum spurting from around it, begin to be forced free of the clenching sphincter. The shaft, swollen and rippling, was pinched down until it butted against the ecstatic feline's ass, and then continued to swell until it resembled a balloon being forced through a pinhole. Then the head popped out. With a roar like a waterfall, their leader's now tremendous cock blasted free. The enormous, bloated head blasted free of its prison, a river of cum thundering from it. They saw their leader actually fly over their heads as the blasting thing she rode rocketed back with the force of cum blasting from it. The leader flew back, and landed with an earthshaking thud, the titanic tower of the cock now pointed skywards and geysering an ocean of cum. A lake had formed before them. A lake of cum, thick and viscous. It rolled over them, almost knocking them over as it flooded over them waist deep. It rolled over the field, the level slowly dropping as it spread until it was only ankle deep. They looked to where the feline had spread herself open to them.

A mound of the gooey, hot cum trembled… And then began to rise.

The feline, now even more over-ripe, her charms grown even larger stood before them coated with cum. The feline's visage was obstructed by the milky fluid slowly dripping from her. A huge tongue emerged, and greedily licked the sloughing cum free of her face. With lip-smacking greed, that tongue busily lapped it up, and loud gulping sounds of swallowing were heard. The feline turned to them, and smiled with the ferocity of a predator. They saw that the enormous, almost prick-like nipples had become huge pricks, and the lovely, exotic tail now towered over her shoulders, the tip swollen. Slowly, like a surfacing submarine coming to the surface, her now incredibly huge cock levered upwards, dripping cum. The feline cupped one of her huge mammaries, and sucked and licked it clean of the coating of cum with obvious relish. Soon, the other was receiving similar attention. The feline stared at the horz, and leered. The already large cum-dripping form grew larger, until it towered over them.

“Now," came Cat's leering voice “who's next?"

They tried to run, but the giant caught them easily and laughed wildly as they struggled in terror. “I suppose you're ALL next, then!" shouted Cat, and then fucked them again and again. She only paused once during the next twenty four hours, to greedily suck their ex-leader's still flooding cock until she had drained it dry. Cat finally rested, falling asleep with a horz pierced on the end of each of her cocks. They would make superb subjects, she thought, as she sleepily pumped them full to overflowing for one last time for the night.

The next morning, Cat fucked them, and each of the canids. She then continued her journey. Only now, she had five slaves to satisfy her needs. She made good use of them, stopping every ten minutes to fuck another one into staggering roundness and agony with pleasure. Seeing that she was losing time – and dangerously close to losing total control – she finally hit upon having one speared upon her almost continuously spouting cock as she walked. It did little to ease her lust, but pretending it was Cupcake and the Bitch, Rashael, or the slut Fifi she was pounding into did make it a bit more bearable.

Cat didn't know it, but Fifi had been most canny in her Gifting. The only one that could possibly satiated Cat (if that were possible) would be Cupcake. The Queen had seen to that. Cat could ease herself a bit with Rashael, but only Cupcake would prevent her from finally exploding as the ever-increasing Energy within her body finally overwhelmed Cat's control and found release in a most unpleasant manner. Cat would live, but would find herself in eternal Frenzy, thinking of nothing else but fucking to lessen the incredible lust she would feel, and bloated to a size almost guaranteeing her failure at surprising a victim.

Cat didn't know, but she had a Queen's magnitude of energy. Fifi had almost drained herself in filling Cat with her now irresistible level of Energy. Cat had a Queen's Energy, but not the capabilities of one; especially one of control. And it grew each moment as she sought Cupcake, and would continue to do so at an ever increasing rate until she either found ultimate release in the girl, or found herself being blasted into ultimate Frenzy.

Already, Cat could barely control the Energy searing through her steaming and glowing body. Even the continuous fucking, pumping out incredible amounts of Energy into her victims, didn't drain her. Cat had been half crazed before, but she was now almost insane with the searing need to find, fuck, and finally break Cupcake. Fifi had decided then and there that Cat would succeed, in which case she would be rewarded by being incredibly, but controllably, gifted with Energy, or she would fail, and suffer the damning punishment of eternal Frenzy. Fifi HAD been royally pissed off at her.

Cat desperately found methods of keeping the ever increasing Energy from growing too fast for her to handle. She fucked and fucked and fucked. The canids that had been the Horz's victims; the Horz's, and any being she found in her path northward. The territory she walked through was contested by the Two Queens, a sort of no-man's land in which Cat might disport herself as she pleased. Her attacks had grown more elaborate and extreme as her journey lengthened and the Energy increased to the point where she became crazed with need. Cat had been cruel before, and she grew crueler as she went. She tortured the canids that accompanied her; blasting then into Frenzy, and then beyond, allowing them no release, then giving them that release only to pump them once again into crazed frenzy. The Horz she fucked, simply and plainly, as she had plans for using them once she reached the Shestallion's castle. But she humiliated them; especially their ex-leader. She would allow the Frenzied canids to relieve themselves in them, and at least one was the target of her mounting lust as they traveled. Each was covered in cum, dripping as they walked. She would force them to lick her clean, to lick the canids clean, to lick each other clean, of the omnipresent cum, and then would blast them once again with rivers of hot cum.

Cat had also suffered physical changes. She now strode across the country at a height of twelve feet tall, her titanic shaft always rigid and blasting steaming cum, her nipples hardened into rigid cocks and streaming cum whenever they weren't plunged into anyone else unlucky to be nearby, her tail a huge cock in its own right, though dwarfed by her phallus jutting from her cleft, it also spouting an almost continuous stream of cum.

Her constantly gushing cleft had also grown incredibly sensitive, and her desires were not restricted to her spewing cocks. She took to a bizarre method of satisfying her female desires. She would stride over a terrified canid, order the slavishly obedient slave to stand at attention, then lower herself over her slave. In a fit of creative cruelty, she altered one, the once Noble, to become a sort of walking cock. The pitiful victim would stand beneath the giant as the now grossly huge feline would lower herself to engulf her in her cunt. The helpless slave would become erect; her entire being turning into a huge phallus, her neck swelling and lengthening as her cheeks would swell huge, and her tits would grow into rounded pseudo-balls. She would even ejaculate, vomiting forth incredible amount of cum as Cat sat upon her, engulfing her completely. Helpless, the once Noble canid would find herself mindlessly fucking up into her huge mistress, and even feeling the incredible orgasm her entire being would experience when she ejaculated. Cat would stand, and draw her forth, limp and flaccid and still spewing gouts of cum up from her throat, and teasingly suck on her until she felt herself once again swell and grow into erection. Cat would then force her to walk, erect and feeling all the pain of unrequited lust of a permanently-erect cock, her huge tits dragging on the road as her bloated head stared helplessly skyward.

Cat was still not satiated. Her desire only grew; her lust positively boiling her mind and making her vision swim with the intense need. She had wanted Cupcake before, needed her for her plans. Now, increasingly, her entire being wanted for the girl, her own desires and the Queen's Gifting reinforcing each other and turning her into an almost mindlessly questing elemental force. She would succeed. Or she would explode.

---

Part 3, Chapter 5

Fifi wobbled and quivered as she paced the hall. She was in quite a snit, and her body showed her state of mind quite clearly. Her huge boobs bulged upwards out of her straining gown, enormous and almost bovine in proportions. The twin nipples protruded from their ends, the cloth of the straining gown showing them clearly, like two erect shafts. The rest of her body was proportioned like an adolescent's idea of a sex goddess combined with the lust-driven thoughts made before post-orgasm clarity.

Only quite shorter – Fifi was currently not much over five feet in height, and looked like an over-endowed, slightly chubby woman with the exception of her visage. Her waist was disproportionately slim, incredibly narrow and wasp-like with even her slightly rounded belly not adding a great deal to its dimensions. However, her hips flared wildly out, and then led to thighs almost bursting in their dimensions. The gown was doing its best to retain the incredible load threatening to tear it, and was in danger of ripping its seams at any moment. As tightly packed as the load it carried was, everything still jounced and bounced and quivered with each impatient step of its wearer.

“God damn that psychotic, sluttish bitch! I should have reamed her ass out good, and then popped her with a goodly sized load! Thank the heavens that there are only a few of those crazy cat bitches running around loose! I swear, I should have had that cat for lunch after I first fucked her sorry ass! Bitch almost drains me, I give her so much Energy that she's probably the fourth most powerful thing walking the planet, and then skips out without asking me, or even telling me what she plans on doing! Doesn't that stupid bitch know that she's dangerous now? Not only to any poor being she meets, but to herself? She could lose it and turn into a mindless, walking frenzy at any moment! Yes, what do YOU want, you pathetic twat?!" she screamed at the guard standing terrified before her.

“You… Your majesty! I beg to report that the damaged wall section has been repaired, and that the Guards that were involved in the human and canid's escape have been brought under control. It took the entire Second Guard's company to restrain the Frenzied one, and most of them are near to frenzy themselves with the load they had to undertake to relieve her. I… I was instructed to request that they be allowed to relieve themselves with the servants available. I have never seen such a concentration of Energy in a single person before, your Highness, other than one being punished by yourself."

'That was Cupcake's doing,' Fifi thought 'She's a wildcard; not a Queen, but something new, and very possibly dangerous'. Fifi's humor was not good to start with, and her anger was visibly growing. First the escape of the human, her castle damaged and dozens of Guards driven into a frenzy that even she would have second thought's about inflicting. Then the many subjects being savaged by the two escapees, throwing the entire northwest section of the kingdom into confusion. Then Cat's disappearance – most likely the crazy bitch's plan to have another go at Cupcake.

She glanced down, and saw that her anger was visibly manifesting itself. 'Damn, this would be the third gown ruined in as many days' she thought, as the already taut fabric tented outward from between her legs. The Guard stared at the bulge as it grew, terrified, as she knew what this portended. Queens rarely lose control, and when they do… Fifi's already incredible dimensions were becoming even more incredible. Her boobs now threatened to overflow the creaking gown's cups, and there were already small ripping sounds as already straining seams reached their breaking point. Fifi halted her pacing, standing with arms akimbo and legs apart, and gave the trembling guard a quick examination. 'Nice tits, and a well rounded ass that promised to be firm yet soft. Oh well, the gown was already stretched into uselessness' Fifi thought. She allowed the energy she had been restraining to keep from bursting out of her gown with her growth its way, and gave her cock free rein. The monstrous organ sprang into quivering erection and a steady pulsating stream of cum spurted with increasing force from its massive head.

“Come here, my lovely. Your queen desires some playtime." she purred, grinning evilly at the discomforted guard. She flicked her hips in a grotesque bump-and-grind that sent the huge erection she sported into swaying dance.

The guard had mixed feelings about the whole thing. She had been the subject of the Queen's attentions before. Fifi was hard to read. At any given moment, during any given love session, she could be either the tenderest and most exciting of lovers or she could be a harsh and cruel sadist. The guard had been subject to one bout of Fifi's rage and did not want to repeat that experience any time soon. She quickly thought, and decided the best chance she had of enjoying this particular event was to not merely submit, but actively participate. She smiled widely, cast her eyes demurely down, then grabbed Fifi's huge tool in both hands and then applied her lips to the matter at hand.

Fifi was rather happy. The guard had some definite talents in cocksucking. And she seemed to being using every trick she had ever learned in pleasing her queen. Fifi decided she would not just use her, but go with the flow and enjoy pleasuring her partner of the moment. She groaned, came, and pumped out a mere quart of cum down the guards stretched gullet. Pleasure fucking was so nice, for a change.

“Ah! That's very nice, my lovely. You're very talented with that tongue of yours. Oh OH!! OH YESS!!!" Fifi groaned, and this time spewed several gallons down the gurgling guard's throat. This one definitely deserved some reward, the voluptuous canid thought. She thought about a suitable gift, interrupted by yet another squirting spasm flooded out of her into the guard. Fifi noted that her partner's body had become a bit chubby, with her tits now swollen into taut hugeness. Their own erection jauntily erect and spurting its own load. She decided on what she would do with the guard, set up, them let it flood into the guard.

As the Queen's gift blasted into the slurping guard Fifi heard her try to scream around the massive flesh. It came out a strangled gurgle but the vibrations felt glorious! It began to take effect almost immediately. When Fifi finally unplugged her still spouting cock from the guard's throat, the shuddering guard began to scream shrilly. Not from pain, but from the sensational pleasure and the impressive alteration she was undergoing. She seemed to undergo a series of internal explosions, and then the change was complete.

The guard now stood fully cocked. Even her tail was now a pulsating member, dripping cum, rigid in full erection and ready to shoot what promised to be a large amount of cum.

“Go and have fun, my lovely! Enjoy your gift for the night, then report back to me on the morrow. I want to try out that beautiful ass of yours, and I have some new things I'd like to try…" she crooned as she gently stroked one of the two foot long nipple-pricks now jutting from the moaning guard's huge breasts.

The guard's reply was a bit garbled as the cocked tongue protruding from between her wide stretched lips prevented intelligibility. She bowed, almost falling over, and then staggered slowly out of the room leaving a dribbling trail of cum that leaked from her many members. Fifi turned to her wardrobe. If Cat was doing what Fifi thought she would do, Cupcake, that delectable morsel, would be laying under her (or perhaps she would be laying under the girl! That might prove delightful.) in the next few hours. She wanted to look her best for her newest toy.

“Girl! Attend me!" she called out.

A canid appeared. She almost matched Fifi in her attributes, the main difference being her even larger breasts and more exaggerated feminine appearance. Fifi had been very attentive in shaping this one, her personal servant. “Your majesty requires something?"

The servant's entire demeanor was one of slavish obedience and obsequiousness.

“Yes, I wish to dress for a distinguished visitor. However, she will not

arrive for at least several hours, and I have noted a certain infraction of the rules in your recent actions. I sent a guard to have you, and she reported you to be unenthusiastic in your lovemaking." Fifi said, her manner one almost disinterested. The servant knew what that tone portended.

“Please, your Majesty! Please! I… I didn't know she was sent by you! Please! Don't!"

“Stop that begging, you worthless slut!" snapped Fifi. “You know my standing rules! Any high one may use you unless I require your services, and you are to serve them fully! You wincing, brainless, manner-less piece of filth! I told you what would happen! Did I not? WELL?! DID I NOT?!!" she screamed.

The servant fell to her knees, then fully prostrate, sobbing and wailing. She looks rather winsome in that position, thought Fifi. I like the way the breasts flatten and spread underneath her, and that delightful ass is displayed just to perfection. I think I'll start with an anal penetration, and see how she looks cocked with me in her asshole.

“Bitch! I ASKED YOU A QUESTION!!! NOW YOU SUFFER," Fifi screamed, enraged and quivering. Her cock began to stiffen, and the pumping had already started.

Fifi wasted no time in foreplay or preparation. She fell atop her target and crammed her rod into the shrieking servant's ass, burying it to the hilt with one breathtaking lunge. Her thrusts were savage and brutally to the point as she fucked with every intention of causing pain, anguish and humiliation. She was enjoying herself greatly as she pistoned the expanding cock in and out of the ruthlessly stretched servant's asshole, shooting a quart of cum deep into the writhing canid with every bestial lunge. Each ramming thrust drew a wail of agony from her victim, and each wail sent a thrill of delight through the now massive queen and spurred her to drive her gargantuan cock deeper. Punishment was so exquisitely enjoyable. Maybe later she would apologize, and let the servant punish her as mutual payback. But for now, she was having too much fun brutalizing her servant to give it much thought.

Fifi snarled, driving her flanks forward until her stomach slapped the erotically soft mounds of the canid's large ass with loud cracking sounds. Her output of cum increased dramatically and each wildly savage thrust sent another gallon of cum jetting into the servant's already bulging belly. She could feel the still expanding and lengthening cock worming its way deeper into the servant's being with each thrusting plunge. She was working herself up to a truly frightening state of rage, and felt terrific carnal stimulation at the thought of what was to come.

With a bestial growling snarl, the huge queen buried her hugeness to the hilt and began to pump out rivers of hot cum as she explosively orgasmed. Her cock grew, increasing in length until it was driven to choking off the servant's screams into gurgling as it reached the base of the now stretching throat. The servant's cheeks bloated, and sounds of spitting accompanied the dribbling rivulets of cum dribbling down as the viscous fluid forced its way between her lips.

“Don't you dare spit! Hold it in, you worthless bitch! I don't want to see a single drop spilled, you hear me, not a single drop! I want you to taste me inside you for the rest of the week! I want you to gargle on my hot cum for a year so you remember that I am to be obeyed!" barked Fifi with malice.

Fifi noted with evil satisfaction that the servant's laboring lips were not going to hold out against the amazing assault. Her bloated cheeks seemed ready to burst from the internal pressure, and the oozing rivulets already escaping from her desperately straining lips were now small jetting streams of leaking cum. The servant was finally overwhelmed. She sprayed a cloud of ejaculate trying with all her might not to let a single precious droplet escape, but Fifi's relentless cockpump had packed her to the bursting point. Once the dam was breached, the entire structure failed. The servant began to vomit up a gushing river of cum.

Fifi squealed, secretly excited by this disobedience to her impossible commands., her apparent rage now kindled into wrathful punishment at this lowly worm's disobedience to her will. Now she truly cut lose and allowed her lust full sway. The servant's flood stopped. She appeared shocked, surprised at the sudden halt of the savage pounding flood of cum blasting into her. She lay, dripping cum, delirious in her relief.

Then she exploded.

Not literally, but with shocking suddenness, the rotund servant suddenly began to bloat and swell. Fifi was till deeply embedded in her, and had not decreased her gouting flow, she had merely changed it. The servant was about to be cocked. She grew. Not taller, but rounder. Her tits swelled into gargantuan dimensions, her belly bloated until she appeared pregnant with a full grown cow. Her ass became oversized, her hips wider. She grew, and with each inch added to her already incredible dimensions, she felt the heavy pressure inside of her double. She doubled, then tripled, then quintupled her measurements as the still-snarling queen plunged her stupendous, gushing maleness in and out of her splitting asshole.

Then she cocked. The five enormous erections that exploded out from her were huge, immense and swollen. Her jaw's joints cracked as they were forced implausibly wide in a desperate attempt to encompass the massive spear of her cocked tongue. Her sundering belly, already quaking with its load of cum, seemed to turn inside out as she sprouted a fat cock from her loins. Her cleft seemed to split in half as another huge member splurted out, slick and shiny pink. Both of her mammoth breasts seemed to detonate and twin mighty pricks replaced her dipping nipples. Fifi's incredible tool was forced out of her burdened ass as yet another titanic cock sprang into hardness. All of the huge cocks grew, each girthy like a hot water cylinder. Their growth continued at an awesome shocking rate, then the servant came.

Each of the quivering appendage spewed gouting cum. However, the servant was not enjoying this multiple orgasm. Each gouting spurt send agony through her. Each pumping squirt of cum hurt. She was not so much pumping the cum out as having it force its way out, the rate of flow too much for each member to handle. It was the ultimate pleasure-pain. It was release and agony at the same time. The indescribable ecstasy of cumming five times at once, plus the anal, oral and vaginal orgasms the slithering cocks caused, was balanced with the pain of too much cum being forced through each hazardously turgid member's overloaded cumchannels that burned and threatened to split from the sheer pressure of unloading a dam of cum. The servant felt that all five cumchannels would rend, and each gushing hole in the dangerously distended heads felt like it was tearing. She could could only lay there shuddering in her agony, teeth clenched at the indescribable pleasure-pain wracking her grossly bloated body.

Fifi licked her smiling lips as she watched the agonized servant's pained writhings. This was a seldom used technique. She had not done this to anyone in a long time, and the delightful frisson as she thoughts of the subjects pain thrilled her. She knew exactly what it felt like; she had had this exact punishment performed on herself some time ago. If she had the time, perhaps she would gift the servant and allow her to perform the same thing to her.

Fifi gazed at the keening servant as she writhed in her spasming agony. She had carefully shaped her over the years. The servant was Fifi in all matters sexual. She sported the same voluptuous over-ripe figure, at least in her normal state, and she could almost be a twin to the canid Queen. She remembered how this one had looked when she had first decided to take her as personal body servant decades ago. She had begun shaping her then, to make her a more pleasurable sex partner and more responsive to Fifi's whims and desires. Over the years, she had created a double, a doppelganger of herself. She sometimes fantasized that she was fucking, or being fucked by herself. When she inflicted pain on the servant, it was as if she were punishing herself. When she was fucked, or punished by the servant, she was doing it to herself. She had even toyed with the idea of gifting the servant to becoming Fifi's equal. She had given it up as dangerous. Though occasionally, the thought of being overwhelmed by a lusting monster desiring to do nothing but fuck her like a piece of meat – well, it was too dangerous to actually do.

Fifi masturbated languidly, both vaginally and by licking and sucking on her own still hard cock, waiting for the servant to recover. From the muffled screams and the flow of cum being spurted out, it would be a while. She thought about having the servant return the favor after she had returned to a more capable ability. The thought sent a wave of sensuous lust through her and she came, her mouth filling with her spouting cum. She considered the amount of time it would take, anticipation filling her, as she lapped up the dribbling ejaculate fitfully spitting from her cock. She then began to stroke frenziedly at her heated pussy, bouncing and jiggling on the questing hand until she came vaginally in a groaning display of wanton lust.

The servant's cocks had gone limp, still throbbing visibly and oozing cum. The servant was laying atop her biggest-and-primary cock. Every few moments her hips would hunch, moaning, the multiple cocks inflated slightly as she quaked through electrifying flashes of aftermath orgasms that continued to draw gallons of thick jizz from her jetting spires. The entire quivering mass that was the servant was drenched in thick cum, shiny and slick. She was recovering nicely, her hugely grown attributes shrinking back to being merely gigantic, as the cocks slowly retracted back to whence they sprang. Only her cock main did not retract completely. Instead, it began to harden and swell back into a considerably sized erection. She finally opened her teared-up eyes to look at her surroundings.

Fifi dashed over to the softly whimpering servant. “Oh! My poor darling! I didn't intend to cause you so much pain! I'm so sorry! Oh, my dearest, most beloved! Please, forgive me! I'm so sorry! Please, forgive me!" she pleaded, gently stroking the slippery brow of the servant.

The servant had been primed and readied. She felt her cock strain into huge erection. She smiled, her smile demonic and evil. She would be more than happy to perform the next desired action upon her mistress. The servant did not hate Fifi. She was incapable of that. She had been shaped to be the perfect servant. Not a complete slave, but someone to fulfill her mistress' whims. And the pleasure garnered as she performed her role were not inconsequential. She would actively enjoy what she was about to do. She was going to cause incredible pain in Fifi. She was going to revenge herself and torment the queen and have the exquisite pleasure of reaming the silly bitch's ass out with her over-sized tool. And she would commit every act of unremitting cruelty, while loving Fifi with all her heart.

She grabbed the kneeling queen's head, burying her hands in the curly hair, and yanked her down. She forcibly kissed the surprised queen, her splaying tongue stabbing out and spearing down the canid queen's throat. She wrestled the queen to the ground, rolling atop her, and wrenched her legs apart with one hand. Her cock was hard now, and very, very large. She tilted her hips back, grasping the throbbing member and then guided it towards Fifi's crotch. The still cum-soaked head slid and glided on the soft skin of Fifi's assflesh. Each movement sent flashes of sensual pleasure shooting through the cock's length and caused it to quiver in tension. She guided the slippery head until she felt the lubricated flesh of the queen's steamy cunt being parted by its massiveness. She hunched forward, her hips thrusting with a rolling motion of her pelvis, and wormed the huge hardness into the clasping hole. She sank the incredible lengthy shaft to the hilt with a single convulsive lurch. She began to cum almost immediately.

Fifi felt the shocking suddenness of being crammed full. She sensed the already powerful spurts of cum pumping into her as well as the sensation of the growing cock wrenching her protesting cuntal lips wider. The cum was already beginning to affect her. Her breast jiggled, trembling into firmness. Her nipples hardened until the were painful. They were turning purple and growing larger. The spearing tongue was wriggling its way down her throat, brushing aside her much smaller organ as it slithered deeper into her gullet. Her ovalled lips were being slowly forced wider and wider as the powerful python of the servant's tongue swelled and elongated. This was truly an attack.

Fifi felt her cock spring into quivering erection, the meaty hardness slipping between both canid's cum-slicked bellies until it was sliding between the servants pillowing breasts. The servant's punishing attack was driving her back and forth, each thudding thrust pounding into her driving her back and each long, slow withdrawal, seemingly taking hours, dragged her back. Each of these movements was driving her erection between the servant's mammoth tits. Her cock spewed burning, hot gobs of searing cum as it orgasmed. The intensity of her orgasms grew, filling her with unrestrained, fleshly lasciviousness, as did the size of the invader being rammed into her cunt. She came again, then again and yet again. She was cumming uncontrollably, a continuous series of orgasms wracking her body. She began to orgasm vaginally as well and was soon being driven alternately from cumming in spouting orgasm to explosive vaginal spasms of ecstasy.

The servant redoubled her attack. Her gigantic tongue disjointing Fifi's jaws, wrenching them wider as it became grossly swollen. It stretched her throat, muffling Fifi's moans of passion into gurgling, choked whines. Her cleft being stretched more and more as the assaulting cock expanded within her belly until it threatened to wrench her in half, splitting her from anus to belly button. The monstrous shaft felt like a redwood lodged up into her and she could feel the scalding streams of cum thundering into her as the servant, growling around her gargantuan tongue like an animal, savaged her with a primordial hot-blooded hunger. The searing pain splitting her bottom was increasing by the moment as the already enormous cock grew titanic and stretched her taut belly with a gurgling flood of cum to even larger dimensions. The servant only continued to fuck Fifi with increasing malice etched into her distorted face – and yet with every pump, the servant's heart sang with passion as she brutally pistoned her multiple lengthening shafts.

Fifi simply couldn't get enough as her own eyes rolled upwards in their sockets. Tears of pain and pleasure streamed down her face as she choked on cock, felt her body fill with cock, and distantly felt her shaft spear up between the servant's chest to thunder rising gallons of searing-hot jizz.

'This… This is what it's like to be fucked into oblivion.' Fifi thought for a brief moment before her tortured mind lost all sense of time and place as everything went white.

---

Part 3.5, Chapter 1

Much had transpired since Fifi's brutal fucking of the servant, and the servant's fucking in return. The whole of Mall was finally and officially in the throes of a feudal war. Cupcake's attempt to convey with Shestallion ended in near total disaster. Shestallion had managed to escape, rallied her forces, and threatened Sasha's borders with superior horz-power. Worse still, Cupcake found herself on the front line in a desperate bid at clawing back power as Sasha's forces were spread and overwhelmed by the horz. Wherever Cupcake went, she was too late. Rashael, too, was sent off elsewhere to protect other borders that needed reinforcing, leaving Cupcake alone once more… Too alone, as Cupcake suddenly found herself face to face with her feline pursuant who finally managed to find her.

Cat's face was becoming a fearful snarling mask, her lips drawn back exposing feline teeth, the drool dripping from either side as her gums shone pinkly, showing the teeth in high contrast. Cat literally began to swell with maddened rage, her control slipping away completely, her desire and promise mingling with the rage she felt now. Her heart beat stronger and stronger, as her emotions entered practical madness and lunacy. She hunched slightly, her legs splaying wide, her back arching up, and Cupcake saw the sheath and gasped in terror, flinging her arms out into a futile protective gesture before her. The sheath was huge, and stretched to incredible proportions. The slit in front gaped wide, revealing the still sunken head of Cat's huge shaft, the swollen bulb distending the sheath like some madman's idea of a bowling bowl. And it was getting larger. Cat sighed, then grunted as she let the tightness in her breasts lose, loosing them to do what they would, and having the tightness of control being replaced by the tightness of need. She moaned in pleasure and relief as she felt herself become free at last, no need for the play-sex machine, but a real, live one before her, hers to do with as she willed. The moan scaled into a guttural growl, as she felt her body glow with the long repressed desire, feeling it bubble up into freedom. She felt herself grow in power, to dizzying heights of power. She snarled, and then smiled wickedly, suddenly knowing what she would do.

She leapt.

Cupcake was taken totally by surprise. She weighed all of 105 pounds, and the monster leaping on top of her was the size of a small horse. Cupcake felt immensely strong hands clasp her shoulders, and spin her around. She was rammed into the nearby wall, and felt the huge paws of the feline grab her hips. The weight was momentarily incredible, and then was impossible to bear.

Cat's tits blossomed, growing huge, the nipples distending into fist sized caps of darker flesh, the areolas swelling like inverted soup tureens. They swayed and jerked as some sort of internal combustion seemed to take place within them, and arced down as they grew. The tips of the nipples glistened with some sort of liquid, and suddenly began to grow, in pulsing steps. 'Ah,' thought Cat, 'This is not shameful now, but pleasure! How is it I should have been easy meat for Fifi's hunger? This one will suffer for that mistake.'

Cat felt a crux approaching, and the approaching ultimate release coming to her. Her mating shaft's head popped out of the sheath, and the rest slithered out with a wet, rushing sound until the incredible shaft lay upon the ground, the head twitching with the power within. Then the slow erection started, the base still in the sheath expanding in width with a pulsing power that almost frightened Cat, herself. She had never felt full mating frenzy before, and was stunned for moment in awe of its power. And, as she collected her thoughts, she was hit by a sudden plan, a moment of brilliance and sanity in her current state of insane, unstoppable lust. With a literally inhuman effort, Cat redirected her thoughts from plunging her still growing harness into Cupcake's cowering body. She redirected a portion of the now incredible energies coursing through her trembling torso, and altered them ever so slightly.

'Now,' she thought, 'the most difficult part, but needed if I am ever to gain power.' She relaxed ever so slightly, redirecting her purposeless lust into something more constructive. The slut would still suffer for her insult, but would have a chance at redeeming herself in her mistress' eyes. Her enormous rod slowly expanded from the root, lengthening as the width grew.

'So, this is the mating frenzy.' thought Cat distantly. To know this is worth some effort, and to know it in purity is worth anything. Her whirling lust-flooded mind sluggishly formed the plan, then let go to the overwhelming feelings now burning within her.

Cupcake felt the pressure on her hips increase as Cat slowly applied more weight. Her legs slid, splaying wide, her hips tilting back and up under the irresistible force guiding them, and she found herself bent over, spreadeagled, her ass in the air. She manage to twist her head back to look at the maniac that was going to kill her, and screamed in shock. The feline's tits had doubled in size, at the very least, wobbling with every slight movement. What was even more fear inspiring is that the nipples on them had grown incredibly, and drooped into a shallow arc from each tit. They looked almost identical to a semi-erect prick, only increasingly much, much bigger. They jiggled and danced, rolling from side to side as the tits they sprouted from went through wild gyrations.

It seemed the feline, Cat, was trembling and shaking from some internal battle, or some great effort. And now those fucking nipples were getting hard! They slowly grew in thickness, and jolted slowly erect, just like a prick getting hard. There were droplets and strings of what looked like cum running from the tips, which were rapidly assuming the identical likeness of a shaft's head, only more feline in shape. They no longer swayed now, but did the rhythmic pulse of a full sized dick. They now arced up, a string of what was definitely cum hanging from each bouncing tip, dribbling to the floor below. An occasional shudder that seemed to erupt from within the breast itself would send a quick gobbet spurting out, some of which landed on Cupcake's upthrust ass cheeks. Cat's face was a mask of either agony, or utter lust. It was beaded in sweat, and her mouth hung slackly open, her tongue lolling out one side, drool running out either side of her mouth. A deep gurgling moaning sound emanated from her, which was the scariest thing Cupcake had ever heard.

Now, Cat would do it. It would take care, and willpower that she wasn't sure she had. The desire, no, need to ram the rapidly expanding cone of her fuck-flesh into her victim was almost overwhelming. But she knew that would kill her, or ruin her for life. She needed Cupcake beyond the simple playsex toy that Cat planned for. She concentrated on her now huge dick, reforming it. It was still short, but incredibly thick, and the mass already there would not be redirectable. However, with a grunting groan of effort, Cat managed to shunt the seemingly unstoppable flow of energy elsewhere. 'Now, let it lengthen.' she desperately thought through a thick miasma of boiling lust. The shaft did, its fantastic girth slowly diminishing as it lengthened and grew. It was still really too big for the intended purpose, but would have to do. Now, she must ease it into her victim, preventing the urge to bury it into her prey and let it shoot all into her. With indescribable effort, she slowly directed the tip to aim at Cupcake's upthrust ass, and then eased it forward, her haunches trembling with the effort to prevent an uncontrollable lurch forward into that promised orifice. Her entire body shook with the effort of control she was employing to prevent that. The cock itself throbbed, the head pulsing with need and want. It was rock hard now, the original girth dispersed along the entire length of the burning pole slung beneath her belly. Slowly, with infinite restraint, she eased it forward.

Cupcake stared with increasing terror at the thing that was aimed at her ass. The fucking thing was as thick as her arm at the tip, with the head being larger than her fist. And it was tapered. The thickness at the base of the slowly oscillating prick coming at her was more than her thigh. She felt the hands clasping her hips shift slightly, pulling her towards it, and into it, onto the hugeness dancing behind. Cat's upper torso was now bent forwards over her, and she felt the mass of her enormous tits brushing her back, their distended prick-nipples rubbing along side of her thighs. They hung down almost to her knees, about 20 inches long, and thick at the base, tapering quite like the monster approaching her ass. She heard Cat's hoarse growl, and then she was hissing into her ear.

“Bitch! I own you now! You're a set of convenient holes for me to fuck, and I intend to use them. They're mine, and you're my bitch! You are promised pain, Bitch, and I intend to deliver that, and much more. I'm going to fuck you, and fuck you, and cock you, and cock you until you beg for me to stop! I'm going to fuck you in ways you can't imagine, and when I'm tired, my friends are going to fuck you in ways you can't imagine. I'm going to pump so much cum into you, your fucking bitch tits will pop! I'm going to use you, you fucking whore, until I use you up. And when you think you can't stand anymore, I'm going to cock you in a new way. I'm going to ream every hole you own, and then do it again harder till I get bored with you, then I'm going to pull out all the stops, and fuck you one last time, letting my cock blow you apart at the stinking seams, and then I'm going to cock what's left of you. You are mine, bitch! Mine! MINE, BITCH! MINE!!".

And then Cupcake felt something hot force her ass cheeks apart with an agonizing scream.

Cat was now almost out of control. When the tip of her cock touched flesh, the urge to fuck up into Cupcake almost overwhelmed her and made her flash into Frenzy. She groaned, then screamed as she fought to control her bucking hips, the cock swelling even harder in anticipation. Such feelings were nothing like she had felt before. With her chosen partners, it had been an overwhelming urge. With this human beckoning to her needs, the urge was now a need, a want. 'This is what cocking a Queen is like; nothing prepared me for this!' she thought through the pleasure-pain. 'The feeling of pleasure, ecstasy; nothing, NOTHING prepared me for this.' Her hips trembled, urging her, 'Fuck up into her! Fuck her!' The level of lust had never been this high before. She desperately tried to tighten her slipping control, and then let the cum-channel in her cock slip upwards into Cat's goal ever so slightly.

Cupcake felt something like a fist wrapped in foam rubber gloves wedge itself between her asscheeks. She tried to rotate her hips away, but the clawed paws wrapped around them held her as firms as steel. Steel never shook or trembled from effort before, though. Suddenly, the fist seemed to clench and the pressure varied in rapid pulses. A burst of something hot and wet flowed, then spurted, then gushed into her asshole. The gushing came and went in rapid bursts, and most did not go in. It sprayed all over her ass, and down into her cunt, then, as the flow increased, she could feel a steady flow running down the columns of her thighs. She could feel another flow up her spine, pooling in an estuary in the small of her back. What amount did manage to get into her clenching asshole was warm, and seemed oily. The fist-sized head spasmed a few more times, and the flow slowly diminished. Her entire rear end was coated with the stuff, a milky, slightly sticky oil, bubbly strings and droplets slowly running off her, leaving a glistening coat.

'Now,' Cat thought, 'The hardest part: I must fuck her without losing control. I must not pump all the cum I have waiting for her, or she would surely burst from within. Now, I enter my Bitch for the first time.'

Cupcake felt the pressure of the fist increase. The paws also tightened their grip, slowly drawing her back onto what she now realized was that monstrous cock. Cat was going to fuck her up the ass. The pressure rose, becoming uncomfortable, then painful. She groaned as it went up further yet, spreading her cheeks apart and putting incredible pressure on her pudendum. She felt like she was about to be torn in half and still the pressure rose, increasing the pain to agony, then beyond agony as the pulsing fist hammered at her clenching, clasping anus. The oily stuff was lubricating its movements, but the incredible pressure kept it from sliding free. She tried to buck out of Cat's grip, but only managed to flail her upper torso back and forth, wailing in agonized torment. Cat lurched forward, and she almost blacked out from the pain. But something had changed. Her tortured asshole now was no longer clenching closed. It had given up the battle to keep the huge invader out, and now spasmed open, trying to submit to its conqueror. The fist thrust again, and somehow, managed to slide just a little ways in. the pressure increased yet again, and more of the head slipped in.

Cupcake felt her asshole stretching inhumanly wide, wrenched open by this impossible assault. The head progressed in steps, each pounding thrust forcing the asshole wider yet, and burying perhaps another quarter inch of the huge cat cock into her. She screamed again, this one of frustration that it wasn't ended yet, and another quarter inch forced its way in. Her asshole couldn't take the monstrously grown prick at this size. Nothing that big could force its way in without splitting her at the crotch. But yet again, the pressure, the sense of entry, and again her asshole was wrenched open further yet. She felt like someone was forcing a wrecking ball up her ass. Then, the pressure increased to new heights, as she heard Cat groan, and felt the hugely grown feline shift slightly. There was a moment of agony beyond agony, and then the head slipped into her tortured asshole with a loud, wet pop! The pressure eased, but the pain went on, as her asshole began to clasp at the huge intruder again, trying futilely to force it out. The pressure was almost gentle now, but each thrust slid more and more of the huge, aching harness deeper into her belly.

She heard Cat moan yet again, and through pain distorted vision, saw that the feline was sleeked in sweat, trembling and shaking, the now upright torso almost hidden by the bouncing and heaving breasts, their nipples now hardened into huge pricks, spitting gobbets of cum in fitful little streams. Cat's feline countenance was distorted, brows wrinkled and jaw slack, the feline's eyes closed, and head thrown back in flailing abandon. Her eyes lowered to the lower torso and saw the boulder-like muscles of her thighs trembling, the feline's huge forepaws hooked over the flanges of her hips, gripping her in unbreakable embrace. Her eyes traveled lower, and she moaned in shock as she saw the incredible length of the feline's cat cock gleaming wetly, the thickness of it terminating in her inhumanly stretched asshole. The feline's torso seemed to bloat for a moment, and once again the pressure came, relieved in a moment as Cupcake felt it surge yet deeper into her tortured belly.

She gasped in the shock of realization that the feline was not plunging her burning catshaft into her, but the thing invading her ass was growing, lengthening with each moment in regular thrusts, driving deeper into her screaming belly. Cupcake looked between her breasts, and saw her belly swollen with the impossible size of the thing in her guts, the head of it bulging her stomach outwards like some distorted and obscene pregnancy. She moaned as yet another thrust buried another several inches of the hugeness tearing her asshole apart deeper into her belly. The head of it stretched the surface of her stomach more yet, then seemed to slide deeper, upward into her now bloated body.

Cat had never dreamed it would be like this. From the moment of contact, the sensation was almost impossible to bear. She had been in frenzy before, but the actual contact with a living partner that Fifi's gifting was programmed to use combined with her love-lust made it something impossible to describe. Feelings of lust and the absolutely indescribable ecstasy shooting through her body had turned her into a thing of feeling, all rationality or room for thought fled.

The first probing touch of her cat-flesh at the human's ass had been a shock of current ripping through her body, and the weight inside her balls had grown to positively splitting. The cum had roiled in her, searing and boiling in its heat, and she had felt the head of her pride flare, and the shaft's hardness increase to steel-like rigidity. It jutted beneath her belly, absolute hardness swiveling from the base, the sheath now stretched wide. She had almost gone completely mad when the head had finally wormed its way into the love target's tight little asshole, the only thing preventing her from ripping that tiny hole open the carefully held control. She desperately held her thrusting flanks in check, letting her desire and need grow the now streaming cat-flesh in its own thrusts, feeling the human's tiny hole clasp at its hardness, the clinging walls of flesh laving the head in a hot embrace, as it sought its way deeper into her lover's rear.

Still, she held back, the now mixed and altered enzyme flowing through the impossible load of cum in her tightly-wound balls. The belly would be the place to unload it, guaranteeing it would do its work quickly. She groaned as the incredible feelings inside her channeled into her center, driving another several inches of growing cock into her intended's rectum. It came in waves, traveling along her cat-flesh's length, flaring the head and adding yet another few inches of length to it. Soon it would be in place, and then she could unleash the heaviness in her balls.

Cupcake felt like someone had rammed a telephone pole up her ass, or a giant's fist that reached for her throat. The feline's groans became louder, the pressure from the paws increased. Her own cries came in regular cadence with the trusting pole in her ass, her screaming belly stretched more yet, as she felt the thing in her ass slide deeper past her

spasming sphincter. She could feel the hardness within her swelling, pulsating, the head flaring ever larger as it forced its way deeper into her.

Suddenly, it pulsed again, but this time did not stop its growth. The head flared, and grew again. Her now screaming, agonized asshole was wrenched further open, as it felt like a wave of heat flew through her. The thing in her ass now felt like it was tearing her in half as it forced her cheeks apart, and she felt its growth ripple along the length, like a party balloon being inflated with hot lead. It was constricted at its entry, and she felt it backing up, some impossible flood of molten steel gathering force at her entrance.

Cat now concentrated her energies. She would have to be careful in how much she actually let flow into Cupcake, lest permanent damage be done. Her cock was expanding in girth again, the head lodged in Cupcakes belly flaring in spasming ecstasy. The swelling length stopped momentarily at the entrance, built, then exploded.

If Cupcake's ass had felt like it was being stretched before, this explosive combustion of pressure made it feel as if she had been assfucked with a bundle of high explosive. The feeling of being wrenched open to impossible width made it feel like a torpedo had slammed up into her. She began a scream that rose in volume and pitch, 'till it was a maddened screech of absolute pain. She felt the part already buried in her thud and shudder along its length, the head's quivering growth thudding into her belly, filing her entirety with searing heat. It no longer pulsed, but pounded larger within her, seemingly filling her to her throat with hot flesh, sending her body into a flesh rippling dance, her breasts whipping in great circles from the forces within her swollen belly. The sense of growth made its way slowly towards the head now pounding in her belly, the incredible girth of it seeming to split her wide open. The great hands released their painful grip, but Cupcake could do nothing even then, for the gigantic shaft spearing into her had her transfixed on its hardness. The release of the powerful grip suddenly revealed the weight of it, and she sank to her knees with a screech of agony. She managed to look back at the instrument torturing her through tear filled eyes, revealing it no longer tapered, but was a column of wetly shining, reddened hardness harpooning her ass. Regular ripples ran down its length, speeding toward the tip now swollen impossibly huge in her belly. She could not pull herself off of its maddening size, so deeply was lodged within. The growth along its length continued, seeming to take forever to reach the pounding, swollen head. It finally reached the terminus, the head flaring into a ball of heat, distorting her already bloated belly even further, and then it froze into trembling hardness. She heard Cat's guttural growl change to piercing keening. She closed her eyes, and tried to thrust her ass into a more comfortable position, and failed.

Cat's center seemed to nova, the weight in her belly growing beyond ponderous, the balls swollen with cum now beginning to spasm and her prostrate pumping ecstasy. The loves-haft froze into a hardness Cat had never felt before, the incredible sensation of the stretched rectal flesh of her love engloving her cat-cock, feeling like a pool of molten lead as the heat within increased. Never, never had she imagined that a living, loving partner in fucking could bring feelings like this to her heaving body. Cat visibly tensed, gradually began to glow increasingly, and bared her teeth.

Release came to Cat with mind-obliterating force, the floodgates opened, and the pumping flow of cum began to shoot its searing passage through her cumchannel. Cat's entire being was one of blinding orgasm, the pleasure ripping through her turning her into one great flame of ecstasy, with the nova like heat centered in a burning column swinging below her belly, her entire core centered there.

Cupcake felt the ponderous searing weight freeze within her, swelling slowly, then suddenly pounding within her with great thudding spasms, knocking her breath from her, sending her entire body flailing uncontrollably as it seemed to double in weight and then the head seemed to grow to a size that finally burst her splitting belly. It came. It felt like someone had turned a super-pumpers firehose loose in her guts, only instead of water, this one pumped molten lead. The flood was impossible. It flowed into her already bursting belly, and she felt that she would surely explode from the load within. She did not. The flood continued, searing its way into her already distortedly grown belly, forcing its way into her. It flooded up her throat, and forced its way out her mouth, gouting out into a shooting arc, and forced its way out her nostrils, each a jet of the milky liquid, spraying her breasts. But even as this flow found its way from her belly, the flow from the buried cock within was overwhelming. She felt herself sliding along its length, as the burning cum found its way along her tortured rectal path, lubing the relentlessly spurting shaft. The head slid back, then halted at the entrance, its bulbous shape holding her prisoner as it swelled yet further, pinning her to the torturing thing pumping into her. She felt her breasts fill with the searing cum, then begin to swell with the irresistible pressure. Then ballooned outwards, the nipples themselves being filled and gouting the burning cum up into the air. They ballooned further still, as she felt the horrendous weight of the burning, searing goo within her increase. It unceasing flow overwhelmed all channels of escape, her cunt gushing the contents within her, her every bodily orifice shooting a never ending stream of milky fire out of her still bloating belly.

Cat was a pillar of fiery ecstasy, a living nerve of pure pleasure, the pounding pumping of the steaming cum within igniting the rest of her body. She reflexively and unconsciously began a slow, rhythmic pumpfuck into the pool of radiant pleasure before her, letting the carefully prepared cum flood out along her searing cum channel. It thundered into Cupcake, working its changes on her. The flow was large, but nowhere near the upper limits. 'That was for later,' came the thought to Cat, 'When I truly show her what feline Lust-love is. Just a taste of the delights to come,' she continued. 'Just a taste.'

Cat lowered lust-drugged eyes to her love kneeling before her, watching the powerful shaft ream into her, watching the cum spurt as she plunged into her love's belly, the flow streaming, gushing out of her victim's many other holes. She felt her lower torso becoming slicked with it, and splashes from the steams gushing from her into Cupcake splattered her upper torso with hot patches of slippery milk, all of it running downwards towards the rapidly growing pool of congealing goo below. She loved it, this feeling of power and lust, and vowed she would bend this one into a worthy slave and mate. She upped the flow slightly, her over-swollen testicles slowly pumping their burning loads, her pumping prostrate sending waves of searing pleasure, and the gushing flow spurting through her loveflesh igniting urges for more! More! She began to hunch, driving her fiery flesh deeper into Cupcake, knowing that the Energy was even now doing its marvelous work for her. The hunching became more purposeful, until she was fucking in great breathtaking lunges, transfixing her cowering, surrendering victim on her spurting hardness. Her huge breasts bounced wildly, the nipples long returned to being mere nipples, but swollen into an aching hardness. They shuddered and bounced as she heaved, her gasping pants and shuddering hips causing them to swing wildly, as they glistened with the slickly coating cum now spraying everywhere. Droplets and gobs of it flew off them, and Cat panted harder, now groaning, then moaning, then crying in short gasps as the waves of pleasure matched the delightful ecstasy of her spurting thrusts, then built to a demented scream as an explosion of pleasure seemed to rip her apart, and the final bursting flow went out into her prostrated victim.

Cupcake's gullet stretched, the flow unceasing from the punishing shaft of hardness now ramming into her swollen belly as Cupcake came to a freakish sense of pleasure. The pain was unabated, but the incredible reaming cat cock searing into her ass, each thudding lunge spitting deeper into her, brought a crazy sort of pleasure to her. Ultimate fulfillment, being pumped to bursting point by a huge prick, its head buried into her and flooding her with cum. Her tits screamed with sensitivity, swollen into freakish size, her belly flowed along the ground, each movement bringing screaming pleasure-pain to her. her nipples jetted cum in time with the powerful floods of cum filing her, her ass felt like the Holland tunnel, blown to gaping size by the shaft now plunging into her. Her entire body rippled and bounced, the flood within filling her every interstice, filling her with searing weight. And then the flow surged, and the pleasure-pain was unbearable as the shaft splitting her again grew in girth, and the flood flowing from its pounding column of flame redoubled, then redoubled again, and yet again. She lost all sense of anything but her splitting asshole, and the bursting flood within her.

Cat was finished now. She sagged in the aftermath of the shattering climax she had just experienced, no previous sex having prepared her for this soul-breaking pleasure. Her thrill was not finished, though, as spasms of agonizing pleasure shot through her still hard cockflesh speared into the splitting ass of her love as Fifi's gifting ensured total mind-break of Cupcake – or total Frenzy in Cat.

Cat gazed down upon the now supine form of Cupcake, her eyes narrowing with each jolting afterflash of pleasure, the still oozing cum draining out of her spent flesh in small gouts of pleasurable agony. Her chest heaved in gasping breath, sending her tits into a juddering dance before her, the slick warmth of the coating of cum runneling out of Cupcake's body crevices, sheeting almost all her lower torso, and dripping gobs fell from her glistening cat-flesh hanging from her belly, to drop with soft plopping sounds into the pool below. 'This is Power,' she thought. 'How much better Fifi will be!'

Cupcake moaned below her, feebly trying to dislodge the incredible pain spearing into her, her asscheeks glistening with the coating of cum.

Cat could feel her hole clenching in spasms, grasping her shaft just behind the bulbous pleasure head still buried within. Each grasp was a joy of momentary pleasure, rhythmic and powerful, indicating that Cupcake has not only survived the experience, but was undamaged physically. She looked over her sex partner, soon to be slave and mate, and felt love… And something alien, alien in the feline's madness. This one was hope and honor, but first must be paid for the insult she had offered unknowing. Already, the Need was growing within once more, and she would waste no time with gently fucking Cupcake into being able to accept her full Bitch-fucking size – but would introduce her directly to the ultimate Lust.

---

Part 3.5, Chapter 2

Cupcake slowly came back to reality, the tearing pain in her asshole sending waves of agony through her. She had drained of the flood somewhat, but cum still pooled within her, her tits strained into impossible size with their loads dangled and swayed below, sending screaming messages to hr when they bumped together, sensitive beyond anything she had experienced prior to this. Thick drools of cum still flowed from her mouth and nasal passages, and she could feel the steady thick flow oozing out of her cunt and down her thighs. She was in a pool of the thick cum up to her wrists, her slowly deflating belly grazing the thick milky pool and raising slow, heavy waves through it. Drooping roils of it flowed off her back, running into the pool below. The agony in her ass made her gasp, panting as it reflexively tried to expel the hugeness still within. Her legs splayed wide, her asscheeks spread before her conqueror, feeling like she had been split in two by some impossible machine. And then there was more agony, making her throw back her head and howl in pain, as the bulb of the invading column was slowly withdrawn, tearing her aching ass with yet more pain as it gaped in abject surrender.

Cat withdrew completely, the head of her now softening shaft withdrawing from her slave's anal passage with a loud, thudding 'Pop!', sending a burbling gush of cum from the screaming female's rectum. It continued, the small hole gushing out cum in waves as it spasmed.

'It is so small to have taken so much,' thought Cat, 'but will take greater loads, as will all the orifices arrayed before me.'

Cat smiled and anticipated the new pleasure that was hers. Then her tits had quickly grown eighteen inch pricks jutting from them, and her mouth was filled, then overflowed, with the growth of tongue. She stared, mesmerized, at her newly conquered asshole spitting what little cum was left in her out, gaping wide in spastic reflex and memory at the invasion it had just suffered.

Cupcake's hips jerked and heaved, matching the anus gapings. She felt desire grow once again, her sheath filling. Cupcake writhed, the still agonizing remembrance of the attack sending bolts of pain through her. Her chest heaved, and bounced her swollen tits in jerky motion, gasping when they bobbled together and slid, lubricated by the still slick cum, against her arms. Her hips bucked, in some unstoppable reflex of their own. She opened pain-slitted eyes, and looked at the heaving mounds jutting from her chest. They felt heavy, tender to the point of pain. The nipples themselves were as large as her big toe and looping drools of cum danced from their tips. The breasts wobbled and bobbled as her hips continued their thrustings, her ass clenching and wrenching itself open as if some invisible cock thrust it way into it. The tits were huge, much bigger than average; in fact, freakishly large. They were shapely and firm, however, but felt near to bursting. The sensation as they slid together, the oily cum soapy between them, made Cupcake want to scream with pleasure, and a tightness in her crotch made her gasp. She turned her slitted eyes to look behind her, the swiveling of her chest causing the huge mounds of her breasts jiggle and slide together, bringing gasps of pleasure-pain to her lips. She saw Cat smiling, the prick-nipples dancing once again from the roots of her huge breasts, and her tongue lolling large and fleshy from her mouth, a slow drool of saliva running off it. Cat bent her upper torso down, the smile tuning into pursed lips encompassing the huge tongue, a look of demented lust in her eyes. The tongue withdrew back to her oral cavity, and she spoke:

“Slave, you are mine, marked and mated." Cat lowered a hand, and caressed one of Cupcake's heaving asscheeks, cupping it, then squeezing it, the cum coating it making it slippery in her grip. “This ass is mine, slave!" she said, the hand sliding downwards. A finger entered Cupcake's anus.

“Right down to this hole, slave. You are going to be used, each hole in its turn, each time more painful." The finger was joined by the rest of the hand, sending a wave of pain though Cupcake. “Thus," continued the feline, wrenching her hand out of the screaming hole with a loud, slurping 'Pop!', “Your ass is mine. As is this…" The hand continued downwards, and Cupcake felt it enter her pussy, already gaping from her wide-spread legs. “Your mating hole shall feel me in it, slave, and shall know my ultimate need and power. You are to be fucked and fucked again, cocked and cocked till you beg for relief. But the only relief I shall give you is another cocking in a differing hole!" The hand was ripped free, causing Cupcakes hips to go into a frenzied, writhing jolting thrust. The hand traveled up Cupcake's back, gently caressing her, cupping her shoulder in tender touch, then began to lower to her painfully swollen breasts. “And these are mine, slave. They shall feel me too, in ways you can't know."

Each touch of Cat's hand sent almost unbearable agony-ecstasy racing though the human's body. The hand slicked over the wobbling tit, until it found the jutting nipple. Cat tweaked it, sending Cupcake into juddering twitches, her breasts now wildly bouncing, a feedback of feeling ripping through her. Cat lowered her torso, and the huge tongue splayed out over the fiery nipple, laving it then lapping at its hardness. Cupcake went apeshit. Cat raised herself, and as she walked in front of the gasping girl, the jiggling mass of her well filled sheath came into view, the bouncing testicles already getting swollen with hot cum. Her tit nipples bounced in shuddering arc, the slow rhythm revealing their weight. The tail was waving angrily, noticed Cupcake. Cupcake stared at the heavily muscled feline's lower torso, suddenly recovering from her shock. She was in deep trouble, and this Cat was either crazy, or meant every word she was saying. She looked upward, staring with fascination at the huge breasts swaying heavily on the feline's body, the impossible pricks drawing slow circles as they swayed. She looked into Cat's feline eyes, and saw cold anger and hot lust there. The ugly smile she wore certainly didn't promise friendly conversation later, and the she started at the sight of the tongue blurting out, splaying itself across the sweating forehead of Cat's brow. The kitty's nostrils flared with each breath. Her gaze went to Cat's belly, the dangling balls, the jiggling cock sheath. She watched, and saw the testicles actually swelling, getting larger every moment, growing from baseball, to grapefruit to basketball in size, with the sheath seeming to fill in step, the heavy cat-flesh now bulging, and dangling from Cat's belly at least a foot and a half. She looked down at herself, suddenly realizing that she was liberally coated with sticky cum, and that she was awash in the middle of a large puddle of the milky goo. She smelled the pungent aroma of it, and started at the realization of exactly how much of there was. There must be at least twenty gallons of it, and her gaze shot to Cat's swelling testicles. They had been about half the current size, and seemed to act as reservoirs. How much was filling them now?

Cat felt the minor pleasure of growing lust. Her talent for converting mass was turned totally to fulfilling her sexual pleasure now, and the very air she breathed went into it. She saw the frightened stare of Cupcake, and a feeling of pleasure shot through her. A demonstration of her versatility for her new slave, before completing her punishment and bending her totally to mindlessly being fucked.

“Ah! My prick-nipples intrigue you, Cupcake? You see, I bend my body to fulfill my pleasure, a joy beyond measure." She playfully swatted the right one, causing it to bounce wildly up and down. It responded by growing thicker, hardening further. “You see, I intend to gain power over you: over all, in fact. While Fifi, that loathsome bitch, empowered me and held me as slave, you have freed me from that. You are very unusual, and I intend to keep you as slave to me for a great deal of time indeed, my puny bitch, and to make sure that you are mine, I shall cause you to ask – no, beg – for the privilege of even agony from me." She hissed and turned to face Cupcake, the now swollen pricks jutting from her breasts aimed skyward. She began to slowly stroke them, running her hands up and down their length.

“Know that these are a destined for you, my haughty little slave. They may give you pleasure at first, but soon…" Cat's breath came faster as she went on “…These will be for your pain, and my pleasure. You will come freely to me, you will know the unbearable burden of my hate. Now you will know its unbearable pain." The stroking increased, Cat's hands overflowing with the throbbing pricks her nipples had become. “See!" she grunted, “They are sensitive, and will make great ecstasy for me. For now, there is only pain for you." The stroking hands flew across them now, the breasts flattening and indenting with each swooping downstroke. Cat gasped, then her hands flew back, her arms back, shoulders thrown rearward, the hand clasped into fists. The huge globes of the breasts seemed to shudder from within, then increased in firmness, becoming spherical, wobbling as the prick-nipples throbbed in pulsing time.

Cat's head went back, eyes squinting shut, a tortured howl escaping from her mouth now distorted with lust. Drool ran from her mouth. The mammoth breasts suddenly seemed to relax, still huge in what Cupcake knew to be the cum boiling within them. Then the prick-nipples twin heads flared into awful tumescence, then gouted cum; great masses of the milky fluid gushing into arcs through the air, to splash noisily on either side of the trembling human.

Cupcake stared in shock as the gasping feline slowly recovered, the nipples becoming merely huge nipples again, the breasts shrinking to merely titanic size. Cat's gaze returned with a flutter from her eyes.

“Now, little slave of mine, you see a part of my power, and the possibilities I offer. Your mistress demands your suffering, your submission. You have been marked as mine, and mated, though I held back in fear of hurting you too much. I shall escalate my attentions and punishments to where you are of no more use to me excepting as a play-sex toy. There are many on Mall that would like to see what fucking an ungifted human is like, even one so worn and used as you will be then. So your suffering will be continuous, and you shall continue to be visited with the most exquisite suffering I can think of until I tire of using you, and unleash all my power. If you are not true to me at that time, your death will be excruciating and slow, as I literally blow you apart with my cum, piece by piece, hole by hole. My cum may be altered, you know, Human Bitch to be. Watch."

One nipple erected, and once again went into overdrive until it was a perfectly formed cock a foot long. Cat trembled and gasped, and a jet of fluid shot from it. It landed in front of Cupcake, and then seemed to draw itself into a shiny oval ball. “That, placed within your body, would increase endlessly. A separate thing, mindless but with need to grow, and reproducing itself quite quickly. It would generate incredible energy, and then continue to grow, then double in its amount. It would again fill you with its energy, and then again growing to quadruple its size. It would have no other but the one it was embedded into, and it would endlessly increase with no limit. Imagine hundred, thousands of gallons of cum, limitless amounts filling you and ever increasing, your own energy being blasted into you after being amplified a hundredfold by the ever increasing cum flooding your entire being added to you own massive amounts. Soon, you would not be able to rid yourself of the increasing energy, and the amount of cum you generated would back up into you, increasing the rate of energy growth even more. You would soon be into a state of feedback, and would soon be a totally mindless mound of flesh with one desire; to fuck and be fucked."

Cat was turning herself on with this talk, and began to pant. Cupcake noticed this, and also noted the size of the jiggling sheath hanging below Cat's belly. It was halfway to the ground, and seemed stretched to the bursting point. A slow dripping stream leaked from the tip of it, splattering on the ground.

Cupcake watched in awe as Cat's tongue speared out between her shining lips, and continued to slither out, and out, and out. Her jaws were wrenched wide, her lips wrapping the tongue, the cheeks of her face bulging with the suddenly-huge contents. The tongue swelled, a moist shaft at least five foot long. It hardened, the tip becoming a bulbous cockhead, the shaft thick, the entire thing looking like some great improbably wet pink python. It swayed in it ponderous weight, then revealed itself to be flexible, like the python it resembled. It beckoned at Cupcake, like some obscene finger, then ran between the massive breasts of the feline.

Cat cupped the masses of flesh together, the head disappearing up between them, then revealing itself again, emerging from the titanic cleavage now displayed. It thrust in a slow pump fucking rhythm, showing that the last foot of the shaft was rigid, only the rest being flexible. It may have been flexible, but the hand now grasping it below the mighty tits revealed it as hard as any other portion. The thing suddenly came, spraying Cat's face and chin with cum. Cat's heaving slowed as it seemed to go limp after its pumping, then slowly shrunk back into her oral cavity. Cat smiled at Cupcake, then it came out again, this time just a tongue, but very long. It splayed out, licking up every trace of the cum it had shot moments ago, and then touched the tip of each breast in obscene caress before retracting once again. She shook her upper torso back and forth, the huge mammaries wobbling and bobbling, rolling before the mesmerized Cupcake's eyes. The shrank, becoming merely huge.

“Now, my little bitch, you may beg for my love, or you may continue to suffer. Think well, my little one, for my lust grows great, as does my anger, and I am not in a patient mood."

Cupcake now stood before Cat, her ass now sore but no longer agonizing. Cat's Energy had done its work, and was continuing to alter her. She would soon be able to withstand physically, at least Cat's sexual attack, and walk, possibly crawl, away mostly unharmed. She could not withstand Cat actually pulling out the stops, though, as nothing could walk away from that. She stared at the throbbing cock-sheath, and at the still swelling balls behind it. She eyed the muscular lower torso, and the way those incredible muscles rippled with power and grace. Cat's stance was now relaxed, her hands on her hips, and a smile drew the left corner of her large lips up. Cat tossed her head, the gesture one of total and complete contempt for the cowering human lying prostrate before her. Her breasts were now a more rational size, still very, very large for the human average. Cupcake looked down at herself, noting that the travel suit had been split at the seams, and only tatters of it hung from her body. Her now huge breasts wobbled, still overly sensitive, the nipples crinkling in the cool station air. She was still normal looking, slim and coltish in appearance, with only the breasts jutting from her chest revealing any of what had transpired before.

She looked at the throbbing sheath bulging out from Cat's crotch, thinking of what was contained therein, and decided that this crazy feline was NOT going to jockey that monster into her, especially as the last time it had been much smaller and had almost killed her.

She turned and ran. She got about five yards, then Cat landed in front of her with a resounding thud. She ran right into the feline, her breath being driven out of her by the unexpected contact with a soft 'Oof!'She recovered in a moment, realizing what she had run into. She looked into Cat's face, and saw a vicious, snarling monster, madness gleaming in its eyes.

“You would dare to deny ME?! Bitch, prepare yourself! Pain is yours, and you'll find me no merciful master!" Cat snarled, the feline's face a mask of terrifying rage.

Cupcake went to push herself back, to once again run for her sanity, and felt the heat of a quivering mound of flesh filling her hands. She looked, and saw the huge breasts filling her hands, the nipples rigid between her widespread fingers. They were hot, and a strange sense of pleasure ran through her. She slipped, falling forward, and when her swollen breasts made contact with Cat's larger ones, a strange feeling of desire clouded her vision for a moment. She looked up at the face above her, and saw Cat's almost satanic smile and furrowed brows. The smile was split by a darting pink tip sliding out between the luscious red lips, a small dribble of drool running down Cat's chin. She opened her mouth in a gasp of shock, and found it suddenly filled with sweet slickness. She went into a moment of mindless pleasure, sucking at the squirming slickness in her mouth, and then felt it probing at the back of her throat, and then further. She felt her lips being spread wider, her jaw being forced open by Cat's rapidly growing tongue, then remembered the demonstration of its unique abilities before. She tried to scream, but the swelling gag turned it into a garbled moan. Cupcake felt it sliding further down her throat, and it turning from liquid sweetness to rubbery hardness, then into steel with thin padding. It gave off heat, and her head swam as it slowly plunged deeper into her gullet. She looked up into Cat's face, now scant inches from hers, and saw a look of triumph and evil pleasure, but also a slight pleading look. The tongue made its way further downwards, forcing her lips to stretch painfully in accommodating its rapidly swelling girth, her jaws opened to aching width as it slid further down her throat. She felt it in her stomach, coiling there for a moment, seeking an exit, and then finding it. He previously assaulted belly once again started to swell with the incredible invasion it now suffered, and her lips felt like they were tearing apart. The monster grew, and continued to grow, her jaws now forced apart like a snake eating its oversized prey, her throat distended by the huge prick sliding into her. She could only gurgle with the pain, all screams choked off by this hot column of flesh sliding ever deeper into her. She felt it pound along her guts, swelling by the moment, seeking ever onward as it slid almost unimpaired into her throat and past her now rounding belly. She stared a moment at Cat, seeing no mercy but a concern she didn't think was possible for someone doing this to her to feel. Her lips screamed, and she was certain they would tear if but one more centimeter of this thing in her mouth was slid into her. It continued downwards, swelling as it went. She felt it throbbing, a heat within her, pounding deeper into her, and then it came.

She watched Cat's eyes roll back, and then shut her own as the sensation of a new flood started. She felt the roiling cum rushing back along the path the prick had taken, gushing in impossible amounts in her, splitting her belly with the gathering load, then bloating her cheeks into a parody of a chipmunk, her nose once again jetting forth a steady stream of the hot fluid, spraying Cat's ecstasy-filled face, almost unnoticed by the heaving feline.

Then Cupcake felt unbearable agony as the head of this monster no longer slid, but pounded at her, the head of it swelling into bulbous hugeness. She felt her nipples brush Cat's larger ones as her tits once again ballooned with the load inside her, then press against the larger mounds. Cupcake felt an answering pressure, and looked over her cum-bulging cheeks though slitted eyes, and saw that Cat's Nipples were getting erect, swollen huge, and trickling cum. Her own were widening, growing larger. She watched in horrified dread as Cat's rapidly expanding nipples pressed against her now huge and swollen nipples, the tell-tale extension of the feline's showing what would be happening next. Cupcake's own nipples were now fist sized, tender mounds of flesh being poked by the slimmer, but no less smaller, ones Cat sported. The ooze was now a pulsating jet of cum, and she felt Cat's arms wrap her, the hands grasping her shoulders, and the hands pressing her ass to the felines muscled torso. Her nipples were now screaming with the stimulation she was getting, the agony in her guts was growing by the second, and her hands were locked at her side. She could merely moan as this outrage continued. She felt the pressure against her nipples increase, growing rapidly, and then pain started.

Something was ramming into them, stretching their hugeness. She realized what was happening, and once again, tried to scream. She failed, and felt the first nipple give way to the invading nipple prick. Then the second was wrenched open in a blaze of new agony, and she felt them probe within her tits, then begin to grow, splitting and widening the entry they had forced into her breasts. She felt the now huge prick thud once again against her anus, only this time from the inside. She was a ragdoll, the pain and agony denying all effort to resist. She felt the huge, pounding head once again wrench her asshole open, and slide into the open, its gushing stream drumming against the ground. She felt the huge nipple pricks suddenly let loose like twin firehoses, her already huge breasts blossoming with their incredible load, becoming huge bags of cum and pain that swelled ever larger, engulfing all sight, flowing over Cat's shoulders, then thudding to the ground, filled with gurgling cum. Her belly swelled, forcing her away from the muscular torso, forcing the clasping hands into her bloated form. The piercing pain that lanced through her tortured nipples increased, as she felt Cat's breasts grow harder and larger, swelling and then seeming to pound with thudding pumps as their contents spilled into her.

The ravaging tongue began a slow withdrawal back from within her body, the flaring head still gushing a river of cum ripping back through her asshole, sending new pain flooding through her, and the flow now went into her belly, bloating it impossibly large with the roiling load it held, increasing it until she knew she would burst. She vainly struggled to pull her head back off of the burning hardness that split her lips, the inner flood spurting past them in fitful leaking bursts. She felt her tits inflate to rigidity, the load they carried blowing them up to titanic size, the nipples now themselves blown to incredible dimensions, and twin points of searing agony. She felt them slowly withdraw from their plunging rampage in her, the nipple-pricks and cocktongue pulling slowly out, leaving a tracery of agonized and shuddering flesh behind.

She was finally released, and fell back into the puddle of cum pooled at Cat's feet, each of her orifices gushing the searing fluid that filled her, draining slowly like some improbable hill, the feeling of the rushing cum almost unbearable as it burst its way out of her, shooting in great arcs through the air. She lay there in insensate agony, the gurgling heat within her slowly diminishing, her nipples distended and huge as they themselves now resembled twin pricks spurting cum.

Cat shuddered, the titanic mammaries juddering as the last of their load was pumped out onto the form lying on the floor, her tongue slowly softening and retracting to her oral cavity, still dripping its load out. Her nipple-pricks now dangled, gently rolling from side to side of each breast, slowly shrinking in size, and becoming merely huge nipples once again, and her tongue finally withdrew into her mouth completely. Still the One denied her. Perhaps force was not the way, but Honor demanded, and was to be obeyed. She watched as Cupcake slowly drained, writhing on the floor, as her now huge breasts heaved and bounced, and her hands clawed the carpet in her pain. Now even her breasts shrank, Cupcake returning to her previous outline, only coated with the milky whiteness of Cat's love, the tatters of her travel suit now gone, she writhed and Cat was filled with even more lust for this Human.

Cupcake gasped, cried, and sat up, ropy drools of congealing cum forming a meniscus with the pool on the floor, which shimmered and slowly undulated as slow waves went through it. She looked about her, at her now even larger breasts, at the slickly shining suit of cum she now bore, and then up at Cat, standing over her with a look of unconcern on her feline face. It was then that Cupcake realized that this loony feline meant to become master of all of Mall, she understood what Cat was trying to get her to do. She did not know, however, just what she was getting herself into. She got to her unsteady feet, and looked dazedly at the feline.

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Part 3.5, Chapter 3

Cat was dazed, her hope soaring. Cupcake was actually apologizing, and seemed impressed by her maleness! She called to her with endearing terms! Could love be far behind? Would she come willingly to be love-fucked by Cat now? To serve her as She deserved to be served? But her hardness was already pressing against all attempts at control. Her energy flow continued unabated, building within her. She was splitting with it, coursing through her seeking exit anywhere – but especially into her aching flesh below! She fought to dampen it, to channel it elsewhere, but it was too late. Cat's dilemma grew beyond control. This is what she wanted! Cupcake freely offering to give to her the pleasure, the majesty, the power! The key, the answer to all her woes and pain! But her body demanded yet more punishment for the insult, and she was already at the bursting point, the fires inside her raging out of all control! She moaned at the confusion facing her. A sudden flash of desperate inspiration came to her. But dare she share energy with a frail human? This would mean full frenzy, and the risk of losing all to her hungering needs, her insatiable desire. All that she hoped to gain might be lost in a moment of carelessness.

Cupcake had formed a plan. Her own now retracted (and seemingly locked in place) cock might be freed, but Cat would have to be the one to free it; intentionally or otherwise. Cupcake's Energy was not enough to do it and Cat was being canny enough to retain her energy, controlling it completely even while blasting it into Cupcake. She would have to goad Cat into losing control. Make her careless with her searing cum and energy. It would mean acting the willing servant to Cat, and might mean actually becoming the slavish puppet Cat meant her to become. Cat was terribly skilled and would break Cupcake completely if this desperate plan failed. Cupcake then would be the mindless slave to Cat, handing her control of Mall and suffering any torment or whim the Feline wanted. Cat would almost surely carry out her previous threats and fuck Cupcake into endless Frenzy, turning her into a willing sex-toy for any and all. Worse, Cupcake might become her cruel Punisher; she did bear several unique capabilities and Cat would surely use them to her advantage. She had done so to Rashael once, and the image of her love and herself turned into cruel monsters, bent towards each other's suffering, seeking to master and use the other for the cruel amusement of Cat horrified her. Cat would surely turn both into ravening monsters, savage beasts seeking only to inflict pain and humiliation on others while satisfying their own terrible lusts and always failing to satiate their driving need completely. Cat had already told her what she intended for Cupcake; for the girl to either come willingly to her and serve her evil will completely as a thing of cruel power, or to deny her and be blown into mindless, eternal need with no hope of satiation.

Cupcake watched as the Feline visibly swelled and glowed; her already huge Cock growing even larger, the mounds of her titanic breasts once again crowned with pulsing nipple-pricks, her tail swollen and dripping cum becoming more and more rigid, and the glistening length of her tongue slithering out of her wide-spread jaws and splaying out in turgid semi-erection showing that Cat meant to fuck her and would not be denied. Cat's Power and Energy was almost a palpable thing, beating down upon the girl's will with its sheer weight in presence alone. Cupcake could actually hear the gurgling and churning flow of cum as it increased by the moment, the rippling, swollen flesh of Cat showing that it would soon flood from her in unstoppable flow, with Cupcake being willing or unwilling target. Cat had said, and had shown, she was a master of control. Willing, Cupcake would be Gifted but changed; turned into a cruel monster of animal appetites and desiring only to please her new Mistress in any way she wanted. Unwilling, Cupcake would be in eternal Frenzy; a thing of want and need desiring to fuck and be fucked and never attaining satisfaction. Already, Cat was huge. Her straining Cock spearing skyward was leaking gobbets of cum, her tail now an obscene tentacle with a pulsating head dripping milky streams from its tip, and the huge mounds of her breasts throbbing with internal combustions as pumping jets of heavy fluid sprayed from the engorged pricks quivering in rigid hardness tipping each. Cupcake almost panicked then. The sight of so much male-flesh bending towards burying itself in her, straining to find relief by emptying the incredible load building itself within each member into her by any available orifice was almost too much to encompass. Trembling in fear and hope, Cupcake slowly reached forth, and stroked the grossly swollen tongue, grasped it tenderly, and then guided it to her lips.

Cat was ecstatic. The human was surrendering to her will as was proper and would soon serve her in ways she could not dream of. Mall was hers, to rule as she would. Fifi, that miserable Canid bitch, would suffer agonies at her hand for her past injustices to her natural superior, Cat. Cupcake would be the tool of her Power and vengeance, along with the Canid Captain, Rashael. Both had resisted her will in the past, but Cupcake's surrender would be total and complete in a few minutes, guaranteed by Cat's ministrations. Cupcake would be her Punisher; a thing of terror and exquisite cruelty to any Cat thought deserved her attentions. Cupcake would also suffer. Fifi had taught Cat well how to control another. She would be pumped to bursting, the Energy searing her in ever increasing agonies of lust until she had completed Cat's will. The thought of Cupcake, so small for a Gifted one, grown to giant stature and in constant, driving need, serving her desires slavishly, was wonderful. She would make sure this slim human would be changed into a swollen thing of cruel sex, her attributes grossly huge and obscene, as she strode Mall maddened with lust and insane cruelty.

Cat's thoughts filled with a picture of the Canid, Rashael, and Cupcake, twin monsters of pain and suffering incarnate, rippling, swollen giants of Power, bent to satisfying Cat's whims. It would be absolutely delicious! Her former opponents would be her most slavish and devoted servants. She would have them battle each other, each of her obedient giants striving to inflict herself on the other with each moment meaning an agonizing increase in the load they must rid themselves of, for her entertainment.

Cupcake slowly and gently guided the slick, slimy hot flesh of Cat's tongue to her waiting ovaled lips. The tip touched, and then began to slither into her mouth. She felt her jaws being forced wide as the bulbous tip of the slippery appendage entered the warm velvet cave of her mouth.

Cat held her natural impulse to ram it into the girl's belly in check. She let it enter slowly, ever so deliciously, sliding deeper into her willing victim's throat. Cat moaned softly around the maw-filling column of flesh and pressed herself forward, taking the small, slim form of Cupcake into her embrace. Her tail arced down between her legs and then rose slowly, the flexible but firm flesh of it separating the twin globes of her massive testicles, until the spurting tip of it encountered the desired target of Cupcakes anus. Her massive Cock also arched under delicate control, the helmet of its head slowly worming into the girl's splayed cunt. Cat shuddered gently, and allowed the aching throb of her nipple-pricks to begin to work their way into Cupcake's own now magnificent breasts. Each turgid column of male-flesh was already spewing gouting stream of Energy laden cum, lubing Cupcake's flesh into slippery oiliness and allowing each to work its way deeper into the now suffering girl's body easily. Cat felt her straining tongue swell and grow longer, slowly forcing its way into the belly of her victim. Her pounding tail, now a huge prick in its own right, thrust with ever increasing weight against the resisting sphincter until the ball of its head entered with a rush, wringing a gurgling moan of pain from Cat's now yielding slave. The crested head of her Cock rammed its way into her pussy, wrenching it into inhuman width and drawing a louder moan from Cupcake. The twin spears of her nipples wormed and thrust at the flattened mounds of Cupcake's breasts, slowly working their helmeted heads into the agonized stretching nipples until each had entered and began pumping its load, filling the straining flesh with flooding cum.

Cupcake was in a world of agonizing ecstasy. Each of her holes was splitting with the monstrous, pounding Cocks as they thundered Niagaras of searing cum into her. She could feel each straining member throbbing as they swelled even larger. Through eyes almost closed against the incredible sensations screaming through her body she watched Cat's sweating visage as the Feline pumped into her. Her face was a mask of crazed overwhelmed lust, eyes closed tight and brow wrinkled as her huge, rippling body gouted the incredible load it bore into Cupcake's every hole.

Cupcake's gaze wandered downwards. Her once large, but not gigantic, breasts were bloating, each mound rippling in sympathy as the torturing spears of Cat's twin prick nipples gouted into them. She saw the huge shaft of Cat's cock, the diameter matching her own thighs now, throb and pulse, veins standing out in sharp relief against its ruddy hardness. She felt cum ooze and splatter in pumping rhythm out of each of her tortured orifices as the mad thing that was Cat fucked into her. And still, Cat had not buried her straining multiple shafts to the hilt. Each was still sliding deeper into her, slowly working to meet in Cupcake's straining belly. Cat was taking Cupcake agonizingly slowly, enjoying each mind-shattering moment of orgasm as she worked her way towards the moment of ultimate release.

Cupcake could feel the twin shafts buried in her crotch slide against each other as they worked their gushing heads deeper into her. The flow was not the uncontrolled flood of Cat's complete orgasm, but nevertheless Cupcake was rapidly filling with the white hot milky fluid. Her lips and jaws strained to encompass the still swelling slickness of the tongue, and the splitting agony of her anus as it was wrenched wider each passing moment was almost unbearable. Her vagina felt as if Cat was pushing bodily up into her, and each of her breasts burned with the mixed pain and pleasure of their penetration. Her fluttering hands encountered her straining belly, and felt the bloated, gurgling balloon of cum it had become.

Still the flood went on, streaming into every interstice of her being, stretching her as it filled and then overflowed her. Small squirts of the heavy, viscous fluid escaped around the gigantic invaders where they entered her, but the amount that drained from her was minuscule in comparison to the flood that was being pumped into her protesting body. She could feel her mind breaking under this assault.

Cat was nowhere near to losing control. Each ounce of the burning cum was just cum, the Energy it carried controlled jealously by its source. Cupcake could only try to scream around the gagging flesh of the throbbing tongue as each passing moment forced to new heights of sensation and each droplet of cum blasted yet more Energy into her. Cat was enjoying every moment. Pictures of her eventual triumph flickered through her fevered mind as she slowly allowed her own tortured body to find relief in her victim and servant. Fifi she would rend, her newly created Punishers, mercilessly pumped to bursting, burying themselves into her screaming body while Cat herself administered the final blow herself. She would allow herself to lose all control, and the final, incredible orgasm would overwhelm that bitch and drive her into agonizing frenzy. She would not break her, though. Let the Bitch Queen enjoy every moment of her endless torture and frustrated needs. She would tease her, and laugh when her bloated flesh pumped in a vain attempt to relieve the endless agony of her lust. And then she would inflict more upon that bitch, doubling her load. As for the haughty Sasha, she would have her first broken by her new Punishers. But slowly, oh so slowly! And then she would enjoy her herself, stunning the slut with her power. She would have every Noble on Mall use her as they desired, an endless line of spurting cocks spearing her every hole, until she was a bloated mass. Then Cat would have her as a personal body servant, to fuck and have serve her every whim. She would lick Cat's every drop of cum up and beg for more. As for Shestallion, Cat would bind her even more thoroughly, and then fuck her up that magnificent ass until she screamed with Frenzy and need. And then Cat would taunt her, denying any release for the fevered Horz, and do it again, and again, until she was a gibbering wreck.

Each passing moment brought a new fantasy, a new cruelty to inflict on her enemies. Cat was becoming fevered with lust, and this was reflected in her body. Her slowly swelling Cocks began to grow anew with increasing speed. The flow of her cum doubled, then tripled, as her thoughts flogged her into shuddering lust.

Cupcake was herself swelling by the moment, her once slim body stretching and bloating as the load it carried grew. The girl was almost mindless with the feelings rocketing through her.

Cat had buried her Cocks to their hilt, each one a savage, pounding lance. She could feel each of the massive trunks slide against each other, each pounding into her now rotund belly and spewing rivers of cum into her. It was then, just as she was reaching the mindless, ravening beginnings of Frenzy, as she felt her will breaking, that she sensed Cat was no longer controlling her Energy. She seized it with the desperation of a madwoman, her crumbling mind seeking any way out of its dilemma. Already, Cat had influenced her very being, her soul, but she had not completely surrendered. It was this core that now flung itself in desperation on the only course of action possible. Cat was almost ready now. She was at the beginnings of her ultimate orgasm which would blast Cupcake into utter servility and give her the key to ruling Mall completely. She relaxed her control, and let her lust have its way.

It was then that Cupcake struck.

Cat's indescribable flow of cum and Energy was riven from her. She had lost most control as she had fucked the girl in a vengeful reverie. Not all, but enough for the uniquely gifted Cupcake to seize control of the mass of it. She could feel it wrenched from her, and then come back in overwhelming flood. Her Cocks were popped from wide split holes they had been reaming, sending her flying back screaming, the uninterrupted river spewing from her sent wildly splashing. She was helpless as her unleashed body orgasmed uncontrollably, sending gushing flows of cum hosing all over the room. She screamed in the unstoppable ecstasy and in the agony of knowing she had failed. She glimpsed the cum drenched body of Cupcake, strangely altered under its glazing of milky fluid, as she spasmed and writhed as her cocks ceaseless pumping hardness sent bolts of unendurable ecstasy through her.

Cat laid helpless in the throes of the greatest pleasure she had ever known. Cupcake was undergoing almost the same experience. Cat had not lost all control of the Energy. The incredible amount of it was tainted by her, it was Cat Energy.

Cupcake was also wracked by pleasure that would be unbearable in any mortal. She was also changed. Cat had begun the process of breaking her to servility. She was safe from that. But Cat had also begun to shape her into something else. And a great deal of the burgeoning Energy was still Cat in form. It wold not have its full effect, but Cupcake must somehow encompass it, and take it into her. She did, and was altered by it. The human girl grew. She became a giant, a titan. Her unleashed cock grew even huger. Her body altered, growing more cat-like with each passing moment. Soon, she was somewhere between a Feline and Human, but grown fantastically huge and powerful. Her building moan thundered as she strove to control the fantastic Energies she contained was like an explosion. Her cock was like a massive redwood jutting from her cleft. Cupcake's very soul had been altered. Cat's plan of turning her into a sexual engine of torture, a monstrous, cruel animal seeking only to relief her painful lust had partially succeeded. Only it would not be Cat's enemies that suffered Cupcake's cruel wrath, but Cat herself. But perhaps the worst (or best) was that Cat's plan of causing Cupcake to be always over-pumped with Energy, in a near frenzy as her Energy increased faster and faster till she had done Cat's will, had taken full effect.

Cupcake was near madness with need, the burgeoning Energy overflowing her increasing with each moment, driving her lust to monumental heights as the Energy increased. She had but one way to rid herself of it.

Cat writhed, tormented by the sizzling ecstasy flowing her, as each of her massive cocks spurted streams of cum. She lay in a rapidly spreading pool of the hot, milky fluid with each shuddering gush from her multiple cocks sending slow, heavy waves through the thick goo. She had failed to conquer Cupcake. The Human bitch had fooled her, driven her to holding back and taking her slowly and delicately shaping her servant to be, when what she should have done is crammed her throbbing meat into the slut and fucked her with no mercy. If the little bitch didn't recover before Cat's seemingly endless series of explosive orgasms ended, Cat would have a small portion of vengeance on her. She could still ream the little slut up her delicate ass and let her Cock go. Her drained energy was still up to that, and that sly cunt would still suffer. If she didn't recover first, worried Cat. Cupcake was in no way recovering. The altered girl was now half Feline, half Human, her once slim body aping Cat's at its most lush dimensions.

Cupcake now stood, a colossus, at thirteen feet tall. The massive diameter of her Cock sprang from her cleft upwards at a forty five degree angle, and it still overtopped her. The pulsating flange head of the incredible mass beat audibly as it slowly danced. The engorged and ruddy shaft seemed almost near bursting, congested and reddened, with the veins running around its length beating visibly. The titanic balls descended between her widespread legs, forcing her into a wide stance. One of the huge spheres lay before her legs, the other behind. And she was growing larger each creaking moment. Already, the rivers of cum that Cat had spewed forth at the height of her maddened fucking were overmatched by the pumping ocean blasting out of the heavy monster of Cupcake's hot flesh.

Cupcake panted and gasped at the incredible sensations flowing through her, finally recovering enough to open her eyes to stare glazed eyed at Cat's humping form. The girl was galvanized at the sight. Her now massive hips began to buck and grind, the huge hardness thrusting before her springing to rigid attention, aiming skyward, and grew like a balloon inflating until it speared upwards into the sky. The incredible flanged ball at its tip now geysered cum in a continuous, pulsing stream. The lust-drugged girl began to stride over to the still pumping form of Cat, the huge testicles dragging behind her. One hand levered the straining, gouting zeppelin of her Cock downwards until it was aimed at Cat's hunching, rounded ass. Cat was still large, but Cupcake's hugeness dwarfed her.

Cat had planned to shape Cupcake into cruelty. She was to have been a relentless, savage monster whose only delight would have been torturing whomever Cat ordered her to. Cupcake would be forced to eventually bow to Cat's demand in the same way Fifi had bound Cat to find and break Cupcake; she would find her Energy growing faster and faster until it grew to the point where she could never hope to dump it fast enough to prevent completely overloading. Cupcake had been shaped thus by the remnants of Cat's Energy that had been under control.

Cupcake's appearance was also altered. She was no longer totally human. Her ears were those of a Feline, her nose the dark triangular shape matching Cat's. She bore whiskers. A jaunty tail lashed behind her, depending from the base of her spine. Cupcake's attributes had also grown considerably. She now sported twin titanic mounds of breasts, the nipples turgid and huge as they swayed before her. Her slim hips were now gigantic and rounded; her thighs massive and heavy. Her waist still was slim, which exaggerated her other dimensions. Her ass now thrust back, the twin hemispheres rounded and juddering with each step she took. She was an elemental force; sexual in nature, and earth mother figure with a tremendous jutting Cock. Her face was a savage mask of joyful cruelty, sneering and sweating as she licked her now pendulous lips in anticipation of cramming her shuddering fuck-flesh into Cat's now exposed cunt. Her Energy's levels soared, searing her into a state Cat had planned would never occur. Her gaze narrowed, seeing only the lips of her target's cleft.

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Part 3.5, Chapter 4

Cupcake's entire being felt like she was in a state of slow-motion, surrounded by an atmosphere of thick syrup. Each labored step she took to walk towards the prostrate feline was labored, heavy, and ended in large pauses as her massive form jiggled to a stop before she motioned to take another step. Cupcake knew that she was moments away from flashover – but this was by her design. She intended to be so impossibly and dangerously overburdened by Energy that even if she didn't enter Cat, the former Punisher would be obliterated by sheer proximity to Cupcake if she exploded. There was little else that Cupcake could think of, consciously at least, as the sheer splitting pressures of Energy swelling increasingly within every aspect of her glowing, visibly steaming body left her with very little of sane mind – not that she had one left to begin with after Cat tried to mold her into Cat's own image.

Her body went from merely steaming, to outright blasting steam from every orifice. So overloaded with superheated energy, Cupcake billowed steam from her slack-jawed moaning mouth, her flaring cat-like nostrils, her steaming pointed ears, twin nipple-cocks, and even the shaft that speared up from her crotch until it crested above her head… Turning the local climate into a dense, jungle-like miasma of lust-laced pheromones. Anyone who wasn't Cupcake's desired target would immediately Cock if even one molecule from the temperate Frenzy-induced fog touched them – and many did as Cupcake's growing fuckstink billowed out beyond her. Many screamed, then cried, then gurgled as dicks bulged out from their throats, out from their breasts, from their crotches and their pussies – even from their assholes – as the fuck-fog utterly consumed them. It turned them almost – but not quite literally – inside out as they exploded into a writhing mass of dicks that immediately began jetting cum with terrified abandon.

Everywhere around Cupcake shimmered and warped with her quickly gaining mass and Energy. The sheer heat radiating from the increasingly glowing girl scorched the very earth beneath her feet, baking the ground with its radiating power. What was left of any duracloth on either Cat or Cupcake didn't just melt away; it literally burned away as the energy – that forced Cupcake to grow juddering inches, then feet – atomized the scraps upon the crackling surfaces with glowing plasma.

Cupcake didn't just glow; she had become a being of pure white energy. She took another step, cracking the upwards-curling ground beneath her that clung to her feet. Cupcake's mass had grown so immeasurably that the very surface of Mall began to rip upwards in chunks and funnel towards her blinding-white calves. Dust, rocks, pebbles and more sucked inwards and atomized themselves against the growing girl's legs like asteroids puffing out of existence upon striking a star.

Thin white beams of laser-like light and energy began to shine from Cupcake as she went from once being merely a dozen feet tall, to dozens of feet tall. These white beams of light shone with such intensity that they traced glowing lines everywhere they lanced – the Energy the girl bore was so impossibly, overwhelmingly immense that the visible spectrum of light she emitted quite literally etched the ground around her with its power.

Cupcake felt like she was about to split. So immense was the Energy that fought to rip the girl apart at the subatomic level that her very existence was on the borderline of ceasing to exist. Through some impossible act of willpower, Cupcake took one more jiggling, wobbling step. She no longer blasted steam from every orifice; she was blasting pure energy. Her balls swelled up around her as she struggled to reach for the feline below her.

Cat was in absolute terror as the overloading supernova of a being fried everything around her – and yet Cat, herself, was somehow unscathed and still able to breathe despite the thick superheated plasma that became the atmosphere around Cupcake. The feline had been scrabbling backwards in pure 'OH FUCK OH FUCK OH FUCK' panic – yet the intense gravitational pull of Cupcake's blinding mass pulled her in.

Then Cat felt a handpaw the size of recliner chair clap around the feline's ankle, completely smothering her leg up to her thigh with its tight grip.

Pain, unending pain and terrible pressure filled Cat. She swore that she was screaming, but the sheer immense weight of Cupcake's mass was so loud that it drowned out her voice. She screamed even louder – if she possibly could. Yet her tortured vocal chords were utterly muted by Cupcake's presence. She could only shield her eyes and desperately will herself elsewhere, praying to anyone and anything as a second recliner chair-sized handpaw clapped around her other ankle – smothering her other leg in another sea of agony and heat. Cat begged and cried in mute terror, and despite her terrified wailing, every tear that Cat wept from her squinting eyes instantly evaporated as Cupcake loomed downwards.

Cupcake felt Energy-Cum lance from the ends of her shafts – then from her very balls as she felt her body rip itself apart. There was nothing but the pleasure of pain as she forced the building tall shaft spearing from her crotch to descend upon the feline… And pushed against Cat's pussy.

“O-Oh. Ohhh… OHHH-" Cupcake began to moan a keening scream – before she blinked as the towering goddess had suddenly stopped shining, returning to her (somewhat) normal-yet-giant self in a moment of lucidity.

Cat looked up at her as fresh tears began blurring the feline's eyes, and said three words.

“Please… Fuck… Me."

Cupcake's heart felt like it would burst. Despite everything Cat did. Despite everything that Cupcake did. Despite the centuries of war, of hate, of plotting and revenge… Cat really just wanted to be loved… And fucked.

Cupcake reignited into pure screaming light as the Energy that had been sidelined reminded her that she was still about to explode. No, that she was exploding. She bore down upon the blissfully wailing feline and speared her silo of a shaft into the wildly distorting cat's body, all while parts of Cupcake's limbs began to tear apart – and then instantly reform behind the pieces of Cupcake that blasted off her being.

Chunks of superdense matter ejected off the surface of Cupcake's growing body as her dick entered deeper and deeper into Cat's terribly overstretched pussy. Light blasted from each crater that formed behind the chunks, before pure energy reformed Cupcake's blowing-up body. Despite the fact that she was in the midst of exploding, her sheer will was keeping her body on the razor's edge of maintaining form and scattering her atoms to the stars as pure bliss blinded the girl. Each inch that her shaft sunk into the feral snarling feline made Cupcake tense, to shudder, and to cry out in mute agony-pleasure as her overloaded being threatened to rend itself apart if she didn't continue piledriving her prick into the clawing and screaming-in-desire Cat. Each inch that Cupcake felt her prick sink deeper into Cat left Cupcake with such painfully blue balls that they positively began to vent cosmic radiation like twin neutron stars. They swelled up and around her as their bright blue light stripped colour from the mortal plane that they fucked upon… And replaced them with the pure pale blue of their own. Cupcake tried to scream at Cat as the swell of her balls continued to rise up and around her, then around Cat, then began accelerating feet upon feet, yard upon yard, exponentially gaining in size and trapping the two in the middle of Cupcake's superheated balls that grew to the size of moons.

“I'M. GOING TO. FUCKING. CUMMM!!!" Cupcake bellowed.

Nobody could hear her voice above the sheer thrumming and oppressive rumbling of her balls that made all other sound inaudible. Not even Cat, who's tensed form who was closest to the epicenter, could hear Cupcake as the feline felt like a particularly sausage-stuffed bun being squeezed between the scalding sides of a sandwich press that were Cupcake's balls. Such was the intensity that even if Cat squinted her pleasure-pain stricken eyes shut, the bright blue light of Cupcake's balls filled Cat's to her core. It was all encompassing. All being. Everywhere, and everything.

The pressure that Cupcake was experiencing was beyond what she could possibly fathom. She was losing her mind. She wanted to say something – or even think something, but her star-like balls had become so backed-up that she felt like she was dying and being reborn, like she was being turned inside out and simultaneously exploding. Cupcake felt her very being flash through every possible state of matter. She went from solid to liquid, to gas to plasma, back to absolute zero and once more into roaring pure energy.

Cat merely existed. There was nothing she could do except take it, and take it, and take it as Cupcake's twin stars-for-balls fueled fuckrod fucked and fucked Cat's splitting pussy. The internal pressures splitting Cat apart was so immense that her poor battered mind flashed between consciousness and unconsciousness several times a second. It was too much. It was infinite.

It was exactly what Cat's heart finally wanted this entire time. To finally have someone show just how punishment and love could be done. To finally show her what it felt like to receive true restraint. To push her to her limits, and then be pushed beyond them so that she could find newer limits.

Cat's pussy reflexively clenched on Cupcake's fuckrod, gripping it as hard as Cat could despite being stretched to her maxim. Cupcake flared her shaft and felt her balls tense inwards around them like a tight prison of ballflesh.

Then Cupcake came.

Both Cupcake and Cat had detonated somewhere along the lines, reformed, and then continued cumming into each other. The sheer splitting pressure of what Cupcake was given, and then returned infinite-fold back into Cat, threatened to split the very planet that they fucked upon. When Cupcake finally came, time became meaningless for a short moment as the two lost all sense of place – and of existence itself. It was only after however many months later did Cupcake's neutron-like beam of an orgasm had waned to a mere star-like coronal mass ejection that the roaring had subsided enough that both Cupcake and Cat could feel anything other than pure energy.

Cat had grown to the size of Cupcake, and somewhere along the lines of having her pussy blasted by Cupcake's infinitely cum-jetting shaft, Cat had reached her head forward and passionately kissed Cupcake. The girl returned the kiss, deeper, and the two sucked on each other's tongues – however they both kept their tongues tongue-shaped; neither Cocking out of true love, and for wanting to continue chewing on each other's lips with impassioned moans. They fucked, they came, and they redistributed an infinity of Energy until the two could finally bring themselves back down to a more manageable size.

The fucking slowed to a mere pumping, Cupcake's balls had shrunk back down from planet-denting twin moons to mere high-altitude balloons, until the two steaming, shivering, deeply panting beings had all but returned to their “normal" (yet decidedly oversexed, deity-like) proportions – balls, boobs and all – and merely laid against each other.

They were surrounded by glowing rubble, by cracked earth and sizzling rocks. The sheer intensity of the nova-like orgasm had produced so much energy that the side of Mall where they had fucked became permanently glassed to an almost mirror-like sheen. The bystanders who were caught in The Great Cocking had all survived – some who wanted to have more cock than before got to keep what they were gifted. With a shaking breath and grunt of post-coitus pain, the two looked deeply into each other with love. They shared this one moment together, inside each other, and finally satiated for what felt like the first time in a long time. Neither could feel the other's junk from how hard they both came; their bodies numb from overexertion and over-stimulation. So they just rested together, hugging.

“Truce?" a feline-shaped Cupcake touched her nose with Cat's.

“Truce." Cat replied with a happy cat-like squint.

***

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Part 4, “The Ridden", Chapter 1

'Oh, Rashael darling, please come back to me… Please…' the nakedly arching girl inwardly pleaded in heart-aching desire. She rolled onto her back, squirming around in the bed until her head rested on a pillow, the swaying movements of her white full breasts sensuously catching her eye and adding to her tormentive stimulation. The irresistible urge to feel and caress them was more than Cupcake could deny as she sensuously smoothed her small hands over the soft resilience of their lush fullness, finding their tiny nipples to quickly tweak them into cherry-like hardness. Her breathing increased as she brushed her hands down over her waist and hips, inward toward the base of her belly to the erogenous mound of silky, hair-shadowed cuntal flesh. She pressed tauntingly, her slender fingers extended, the hint of her pink vaginal slit in the soft lighting momentarily captivating her.

Her one hand busy stroking her simmering cuntal flesh in salacious rhythm was matched by the other grasping and stroking her aching hardness pulsing just above her steaming pussy.

Oh God… She had never fingered herself – not even as a girl; it had seemed such a disgraceful act – but at that moment with the inciting wave of self-lust washing through her, she knew that she was going to do!

Butterbutt had unintentionally wandered into the yard, emerging from the woods and seeing the soft light glowing beyond the opened doors of the veranda. The hurtful pain of her lust inside her was beyond anything she had ever experienced and she had ran off as if to escape it, but it was still with her as she easily leaped over the small railing and peered through the open door. Her keen hearing immediately picked up the sibilant vibrations of heavy human breathing, of an occasional sigh and the whimper of what she suspected to be a female human.

Silently moving inward several steps, she saw Cupcake on the bed in her spread-thighed position. Her small hand worked in a teasing circular motion between her crab-like spread legs, and little human gasps continuously filled the room. She watched the girl's smooth feminine buttocks rise from the bed to meet her rhythmically working middle finger, her jutting erection, and something familiar clicked inside the Horz while the hurt she had felt no longer seemed so painful. Something warm flowed through her at the sight of her curvaceous young body and what she was doing, and Butterbutt sensed her own equine loins lustfully quiver in response.

Cupcake saw her then, saw the massive body moving into the room to stand near the foot of the bed, and her hand froze in its lewd position between her open thighs, as did all of her while she stared in disbelief at the blood-stopping intrusion of the enormous Horz. The rounded eyes were like two limpid pools of brownish wonder in her huge head, not really frightening, yet, the massiveness of her. For a moment, Cupcake was tempted to scream. Was the equine wild and vicious? Cupcake swallowed tightly, raising her head to stare at the horsegirl just as the huge Horz leapt up onto the bed, and then it was too late to cry out because she couldn't.

The effort had choked in her throat.

The size of her! She must stand at least twelve feet tall! The massive horz's breasts were twin hills, enormous quivering globes capped with thick, turgid nipples at least three inches in length. Each movement sent muscles dancing beneath her skin. Still, the incredible beast was lushly built; feminine and sleek.

Butterbutt read Cupcake's fear and whinnied, simultaneously shaking her head and tail in friendship. Fiery blood continued to pound through her powerful body. She slowly moved up toward Cupcake's face, seeing her dropping her head back onto the pillow, her pretty eyes wide and gaping. She backed away several steps then, as if to reassure Cupcake's, and her expression seemed to soften into a wonderment, while Butterbutt unceasingly surveyed her body hungrily. Abruptly, she leaned down to lick out with her hot, wet tongue against the smooth, naked flesh of the girl's white skinned belly.

Cupcake felt the seething sensation of the almost abrasive horse-tongue to the very depths of her loins, watching with saucer-shaped eyes and as the burning, wet coral tongue licked breathtakingly over her nerve-tautened belly.

Again and again, the Horz did it, the searing spread length of the pink, fleshy thickness broadened lovingly against the sensitive skin of her sucked-in belly, causing tremoring impulses which seemed to leave Cupcake's chokingly helpless.

It was even a struggle to raise her head again to look down at her, Cupcake's gasping breaths making her breasts rise and fall, their erect fullness half-hiding her view as she strained to see her long, hot tongue actually licking upward over the quivering smoothness of her stomach. Higher and higher it moved, until the sweeping organ was finally tongue-lapping the rounded, full undersides of Cupcake's fearfully trembling breasts, ever-creeping upward over them toward their large, marble-hardened nipples!

Spellbound, Cupcake couldn't hold back the gasping moan escaping her lips when the feverish tongue tip actually reached them, wetly grazing the sensitively ripened buds over and over to send maddeningly aroused spasms spiraling through Cupcake's nakedly exposed body. Oh… Oh God… What was happening to her? She must be losing her mind! The liquor had numbed Cupcake's normal thinking apparatus. The brute could and well might rip her to pieces if the notion took her. But… But she hardly dare scream and frighten her into and… And she was such a beautiful animal – anything but ferocious. God, yes, anything but ferocious!

In fact, Cupcake could hardly think with the rising heat the hotly licking tongue working damply over the naked mounds of Cupcake's breasts was fanning inside her! She heard Butterbutt's deep-throated whimpering whinny, Cupcake's widened eyes fixed on the loving performance and then, abruptly the huge Horz was backing down on the bed, stepping over between Cupcake's still widespread legs and lowering her huge body to all fours.

Once more, the girl's breath caught in her throat as she raised her head to watch the Horz poise there, her nose between Cupcake's open thighs. To Cupcake's stunned amazement, it slowly lowered, the hot animal breaths taunting the wispy dark curls there. Her nose coolly brushed against the soft warm flesh of Cupcake's inner thigh, and then, the feverish lips of her vaginal crevice. She heard the little nicker as she seemed to sniff Cupcake's female excitement, her obscene investigation of the girl's exposed loins immediately stirring an impulsive wantonness inside her! She thought of Rashael and the way she had licked her there earlier in the day, those heavenly sensations her probing tongue had brought her very much alive in her alcohol keyed-up mind. God… Would this beautiful animal do it for her too?

Suddenly, Cupcake felt the horz's nose moving down below her vaginal curls and rubbing wetly against the tiny puckered ring of her anus, the lewd act very much surprising her. She lurched reflexively, gasping as her hot, liquid tongue snaked out to wormingly lick up and down the smooth vale surrounding Cupcake's now tightly clenched little anal mouth, the tip burrowing teasingly up into its roundly ovalled lips!

“Oh… Ooohhh…!"

That she was not even trying to resist the huge horz's luridly lewd exploration between her tensely spread legs and buttocks struck Cupcake with a disbelief which she had no intentions of trying to understand. It was almost as if she were a Doctor Jekyll and Mrs. Hyde, with the latter watching in stunned disbelief the obscene performance of the other! She watched the animal lower her head again and felt her wet, seething tongue beginning to lick at the narrow pink slit between Cupcake's openly spread thighs. She trembled and groaned in a building mindlessness as she fluidly drew it upward over the full length of Cupcake's widely splaying pussy. 'Uunnnggg…', she moaned to the lewd sensations and reaching deep into the nerve centers of Cupcake's feverishly fluttering belly.

Again she did it, this time in a manner Rashael hadn't even remotely approached! Her long, thick animal-tongue spread through Cupcake's softly yielding cunt lips like a gentle whip. And it didn't stop, but continued to relentlessly spread and lick at the sensitively exposed flesh, at last pausing to flick out in an invading curl far up into Cupcake's excitedly moistened vagina. The impassioned girl could only gasp and spasm convulsively, writhing in uncontrollable bodily contortions to the wild, oral loving… And she didn't stop… Just as she prayed that she wouldn't!

At that intensive, breath-taking moment, Cupcake in her lewdly exposed nakedness was only certain of the obscene sensuous delight Butterbutt's fire-filled licking was sending flickering through Cupcake's helplessly tremoring body. Her nickers audibly increased, while Cupcake's liquor-glazed mind slipped deeper into an enchanted oblivion that she wanted only to give herself over to. Incessantly, the wonderful, pleasure-bringing tongue stroked and bathed her lewdly wanting loins.

How long it went on, Cupcake in her erotic intoxication could never have said, only that it did, the heavenly searing tongue licking hypnotically through and over her liquid, desire-inflamed cuntal flesh until she was moaning and squirming her whole naked body almost frenziedly beneath it.

“Ooohhh… ooohhh…" she throatily murmured as she flicked the full mesmerizing length of it in a heated, lust-making coil up into the clutching little mouth of her smoldering vaginal channel. “Ooohhh… Yes… Yes… Do it for me, lover! M-Make me cum please, darling…? Lick me more… lick me!"

Cupcake knew well what she was saying even though her lustful passion had pyramided to mindless intensity, and she reached down to gently grasp her huge head, drawing it tighter into her as with an animalistic little groan of her own, she drew her knees up all the way back to her passion swollen breasts, pulling the long equine nose even tighter down into her wetly throbbing vagina!

Butterbutt's eager tongue flicked up the hotly clasping passage like a fire-brand, her own feral whinneys blending with Cupcake's as she lovingly licked and swirled into the glistening pink flesh between Cupcake's eagerly spread thighs and buttocks.

“Uunnhhh, yessss, you beautiful darling! Lick it! Lick my cunt, lover!" Cupcake pleaded in unknowing salacity, undulating her opened, obscenely presented loins and trembling round buttocks lasciviously up against the brain-shattering tongue.

Butterbutt smelled as well as tasted the exotic raciness of Cupcake's human, female passion, the distinct aromatic flavor spurring her basic animal drive higher and higher. But even her keen instincts could not advise her what was happening within the confines of her powerful body. Only that the growing desperate need to be satisfied mattered as she felt the rising heaviness of her own hungering animal loins.

Cupcake actually whined out when her magnificent hot tongue suddenly deserted her shamelessly offered vaginal opening, and she quickly raised her head to see the beautiful horz backing off several steps.

“Ohhh… Oh, baby, what is it?" she desperately questioned, in sudden, entreating plea. “Please, lover, don't leave your Cupcake now! What… What is it you want?"

In little short of lustful panic, the girl watched the Horz move to her side, crawling from between Cupcake's legs, then placing her hand against her soft hip in a gesture that she suddenly found herself understanding! God, She wanted her to turn over onto her stomach! Emphatically, she nudged Cupcake once more, the deep sounds coming from her broad chest almost frightening the girl!

Cupcake did it because she wanted to, totally swept up and intoxicated in a newly revealed world of utter and abandoned sexual joy she had never believed existed. Moreover, she didn't want to injure or destroy the unbelievable liaison which insanely bound them at this particular moment. She lowered her long, white legs and rolled over onto her stomach, wondering what forbidden delight could possibly happen next. She spread her thighs wide again, sensing that she wanted this as did she, breathlessly picturing her naked, white curves in her liquored mind's eye. She lay perfectly still, sensing the panting hot breaths against the naked mounds of her partially raised buttocks. Then, she again joyfully felt the lewd, forbidden delight of the thick wet tongue slithering into the smooth white crevice separating them!

Cupcake's moans were beyond all control, sensations of admitted lasciviousness charging ever stronger through her simmering cunt and belly. The obscene desire to reach behind herself with her small hands and lewdly spread the lush cheeks of her ass open, offering Butterbutt blind access to her tiny, palpitating anus was as intense as the boiling inferno raging at the heart of her hungering loins! She felt the loving, hot tongue wetly caressing and splaying open the ragged, hair-fringed lips of her inflamed pussy, then licking the insanely flushed folds on its forbidden way toward the mouth of Cupcake's now defenselessly exposed rectum!

'Ooohhh… Ooohhh, God… She was about to lose her wits entirely!' Cupcake thought. She would… Absolutely would! It was all beyond anything she had ever conjured in her sexual pure, but then, she lost her thoughts, for her animal-lover was suddenly nuzzling beneath her pelvis and lifting her to a kneeling position, her animalistic desire as clear to her as if she had whisperingly hissed it into her ear! Cupcake did, obediently raising up, elevating her widespread buttocks as she had for her own Queen, Rashael, such a short time before! She actually knelt slave-like before the huge Horz, and in complete, wanting passion.

'God! Would she…?' Cupcake thought, wishing desperately she would.

Then, as if in answering love, Butterbutt drew her thick, splaying tongue up through the full length of Cupcake's wet, fire-filled cuntal crevice, and Cupcake gasped out her erotic delight. She eagerly tried to spread her knees even further to open the throbbing wet pussy slit between her trembling thighs wider to her. Her long, spiraling animal-tongue lunged out with a hungry possessiveness, sweeping hotly through the wet inner flesh and flicking hotly at the greedily clasping mouth of Cupcake's vagina. She was consciously inflaming Cupcake's upraised loins to greater heat before she chose a new anticipated position!

She tensed as the powerful horz's muscular body crowded hotly in behind Cupcake's nakedly trembling buttocks, suddenly aware that she was rising up on her knees and her strong hands were grasping at Cupcake's upthrusting hips! God… She was actually mounting her, Cupcake thought wildly, twisting her head to look back… And… And she was! Ooohhh! She intended to… To fuck her… Just as though she were a mare animal of her own kind!

The girl's desire-confused brain whirled with the absolute luridness of the thought, trembling in her white nakedness to the overwhelming sensations her lashing horz-tongue had set blazing in Cupcake's passion-incited loins. Then, Cupcake's glazed eyes saw the reflection of their lewdly locked position in her dressing table mirror and she groaned in helpless passion at the licentiously provocative sight. The bestial obscenity of the massive horz astraddle the spread white moons of her smoothly ovalled buttocks sent an unbelievable jolt of lasciviously burning lust whipping through her nakedly quivering body.

Then, she gaped in breath-taking awe at the sight of the Horz's wetly glistening cock emerging from its long sheath, scarlet and hard, the tapered end slipping and dancing as it moved forward to probe the damp, pink crevice of Cupcake's insanely aroused cunt. It was already beginning to swell into the characteristic bulbous head. She felt the strong equine body jerk back against the softly giving flesh of her buttocks, saw the huge thick length of hardness trying to penetrate the thin vertical mouth of her vulnerably upturned vagina!

Butterbutt whimpered loudly, her hands locking tightly around the smooth white curves of Cupcake's naked hips as she thrust forward powerfully, desperately trying to bury the sleek, throbbing rod of flesh up inside Cupcake's cunt from behind!

Cupcake saw it all in the mirror, and with a deep-throated moan of moral surrender suddenly shifted her head and ground her now hungrily trembling buttocks back at the prodding horse cock in an attempt to capture the heavily lengthening hardness, the feverishly impassioned tension inside her reaching near the unbearable point! Ooohhh… She wanted it… Had to have her long, thick animal-cock inside her ragingly hungering cunt! God yes, she had to have it fucking up into her eagerly thirsting belly before she went mad with her newborn desire! Nothing else mattered!

She reached down and back between her widely spread thighs, grasping the slippery animal-cock to part her silky-soft, pubic hair with the tip and guide its pulsating head to the mouth of her hotly waiting vaginal hole. Immediately, the brute humped forward, bursting it from the girl's grip as it speared her defenseless cuntal channel open wider and wider, sending the long spear of thickly hardened animal-cock deep up into the hungrily squirming hole between her thighs!

Cupcake gaped at the mirror in bulging eyed fascination as the burning, scarlet rod of stiffened horse cock slithered upward into her with a wet, fierce lunge, burying itself all the way up to the hilt in her painfully stretched vaginal passage. The animal's heavy sperm-bloated balls swung wildly down to smack noisily against the flatly curling softness beneath her raven pussy-hair.

It was seconds later before the intensive pressuring sensations of impalement exploded through Cupcake's loins and she grunted out her choking gasp!

“Oh… Oh, Goddd!" she cried, her wide, dark eyes gaping unseeingly as her wildly panting animal-lover began to excitedly fuck with rhythmic lunges up into her slavishly kneeling body from behind. Her head jarring from her every savage, breast-rippling thrust, Cupcake tried to concentrate on the long, scarlet length of hardness pistoning into her as she began to move in tempo backwards to meet her powerful, breath-taking strokes! Unprecedented sensations of base lust filled her impulsively slavish body as she thrust backward onto the ever thickening cock skewering deeper and deeper into her feverishly tremoring belly from behind. Furiously, Butterbutt's savage, muscular body battered and thudded resoundingly against Cupcake's eagerly yielding, ass-cheeks, the painfully huge cock a relentless shaft of glistening, pleasureful joy sinking to its full length deep up into the girl's sensuously filled belly! With uncontrollable whimpering mewls, the girl rotated her desperately working buttocks back at her with an obscene frenzy, grinding her hotly clinging cunt walls back over the full length of her heavily hardened animal flesh with a masochistic cry of wanton passion.

The blissful signal of ecstatic delight was telegraphed through her lust-inflamed body then, the distinct beacon of coming erotic fulfillment she had known for the first time that very afternoon! It spiraled through Cupcake's seething loins like the tingling pricks of a million warning needles, and gnawed at the base of her quivering belly with the wild sexual promise of its coming joyful release. She whimpered loudly to the jagged edges of her mounting sensual rapture, gaping at the mirror to see the powerful horz's thick wet cock vanishing like a telephone pole up between the soft whiteness of her own roundly absorbing buttocks, the Horz's furious fucking increasing in tempo to jerky, ever-quickening animal lunges! She caught sight of her own pink cuntal flesh wetly clinging to her huge hardness when she pulled out of her, then disappearing back up inside again with her every thrusting charge, the heavy cum-laden balls smacking solidly below against the wide-split lips of her hotly searing pussy!

Cupcake, in her sensually aroused passion and bent naked on her knees before the massive horz fucking into her from behind as if she were a mare-animal, had lost all contact with moral reality. The girl's brain reeled in the throes of her insanely fired desire as she gaped wide-eyed into the vanity mirror, her passion-fogged eyes feasting on the lewd, obscene spectacle of her own full breasts quivering and swaying beneath her chest like hanging white mounds of ripened, ruby-crested fruit to the horz's beautiful humping fuck strokes! She saw the flailing beauty of her long, blonde mane when she flailed her head from side to side in cadence to the moans of gasping sexual abandon hissing from Cupcake's heaving chest!

“Oh God … fuck me you magnificent, darling!" she cried loudly, her voice a pathetic plea of mindless joy!

It was the lilt to her wailing cry which made Butterbutt know the pleasure she was bringing Cupcake. She whimpered back in response as she forcefully fucked into the girl from behind as if desperately trying to answer her need. She knew that Cupcake was joyfully giving herself to her, eagerly thrusting her soft female cunt back onto her heavily aching hardness. The wet warmth of the human vaginal channel was urgently clenching at her animal cock just as if she were her true mare mate, and her great heart pounded lovingly in her chest for her, yet she could not help but wish she was her new brown-haired mistress.

Butterbutt sensed the dribbling wetness against her loins that trickled down the soft smooth backs of her thighs from where she fucked into Cupcake, and saw the thin sheen-like droplets of perspiration which had gathered on her naked white body beneath her. Her own tongue hung loosely from her opened jaws in heated frenzy. The moment for both of them was near!

Abruptly, Cupcake raised her slackened face to whimper out a guttural, animalish groan from deep in her throat. Her glazed dark eyes were round and unseeing.

“Oooohhh … ooohhh, lover! I can't stand it! I-I'm going mad! Do it for me, darling! Harder… Harder! Oooohhh God… Fuck me harder, my darling…!"

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Part 4, “The Ridden", Chapter 2

Rashael's woozy, alcohol-dimmed brain spun as she stumbled into her home, then came up short to gape at the light streaming into the hallway from their bedroom doorway. She wasn't too keen mind-wise as she reached out to support himself with the assistance of the wall, but she knew damned well she was still sharp enough to realize the obscene begging plea of her chaste little lover's sex-filled voice when she heard it! Knots the size of grapefruit balled up with a sinking nausea in her gut. As long as she'd known and loved her, never had she heard the word fuck pass between her righteous lips! Gods! Something was goddamned amiss, and she was scared breathless to find out what it was, but she knew she had to!

She could hear the ragged breathing as she stumbled along the hallway still half-guiding himself with the support of the wall, and then, she saw them on the bed, absolute and complete shock momentarily sapping the strength from her. The enormous horz she recognized, just as she quickly fitted together what they were doing! The Queen's Horz was fucking her own love, Cupcake, from behind like something out of a porno movie, and she was was loving it! She didn't need any critic to tell her that, but she did need a gun or a club or any other goddamn thing she could get her hands on to kill that Horz!

Perhaps, had she not been drunk she might have managed a better entry onto the scene, but her cursing and picking up of her vanity stool advertised both in staggering ridiculousness! She nearly fell down in her boiling rage and Butterbutt had only to look at her with bared teeth, flexing her massively muscled arm, to let the seething lover know that she could have an arm broken before she ever realized what had happened! Consequently, the Canid froze there, gaping with sickened, helpless eyes at the naked lewdly kneeling body of her beautiful love still obscenely impaled on an incredible length of long, thick horse-cock and looking through her veiling hair at her!

“Gods!" Rashael blurted, dropping the stool with a noisy crash, “Just tell me it isn't real, Cupcake, that's all! Explain to me that I m drunk or something, will you?"

Was Cupcake shocked? Yes, but not to the extent she might have been had she even given thought to her lover's sudden walking in on them.

“Why should I tell you anything? You left me, tied like a slave – or an animal-remember? So, I'm playing the role all the way, lover! And at least, this beautiful beast isn't raping me! I wanted her!"

“Gods! You've flipped, Cupcake! You've blown your mind!"

“Almost, but you got here a little too soon!" the girl spat back at her.

“Oh, Goddess! That's the Queen's horz!" Rashael thoughtlessly exclaimed. I just saw that bitch not a half-hour ago at her house…

“So, that's where you've been, is it?" Cupcake quickly responded, never moving from her servile kneeling position before the huge animal still obscenely mounting her with her massive hardness buried deep up in the pinkly clutching crevice between her widespread thighs and buttocks. Butterbutt remained immobile as she watched with bared teeth, smiling at the newcomer in the room. “Well, go right on back! As far as I m concerned it's a good even trade! You for this beautiful darling!"

And then suddenly, as she stood there watching in shocked fascination, her slavishly kneeling love groaned heavily and began to lewdly grind her naked white buttocks back at and onto the Horz's completely buried hardness, pleading and cooing at her to fuck her.

“Do it, darling! Show my lover that a girl can find her own lovers!" Cupcake goaded as she wantonly thrust her naked buttocks back at the mounted beast “Do it, baby! Fuck Cupcake! Come on, lover, fuck me… Fuck me!"

'Gods, she was losing her mind!' Rashael thought. She was, she goddamned sure was! But she couldn't explain it to herself! It was utterly impossible, yet, there it was, taking place right before her very eyes, and her own sweet Cupcake unashamedly knowing that she was watching as she salaciously gave herself sexually to a goddamned Horz! God almighty, what was she trying to prove – that she was really just a wanton bitch, gasping aloud now as the brute began to fuck rhythmically into her pinkly clasping cunt once more.

With an unrestrained sensual moan, Cupcake ground the twin white ovals of her upthrusting buttocks back onto her animal-caller's huge hardness.

“Oooohhh… Ooohhh!" she gutturally sighed as she began to thrust once more, her held breath gushing from her lungs. “Oooooohhh, Godddd… She fucks me so wonderfully! So wonderful, Rashael darling! Don't… Don't you see?"

Rashael watched in a weirdly building fascination that she couldn't deny, the meaning of her painfully obscene performance beginning to dawn on her. It was her, Rashael, her lover, whom she was trying to shame, not herself, and as she gaped at the long, thick ebony rod of glistening animal-cock pumping wetly up into Cupcake, she realized the girl was accomplishing her purpose! Christ, what kind of lover was she, anyway? It was she who had let Cupcake down, not the opposite! And where the hell had she just come from but The Queen's bed! Yes, she should crawl on her knees to her, making her take a horz on for a lover! Christ, would she ever give her another chance? Her own heavy cock began to achingly throb in an unrealized hardness at the sight of the powerful horz's full thickened length sunk in her own lover's eagerly nibbling pussy to the hilt, the heavy animal-balls swinging wildly down beneath the moistly saturated curls of her soft, naked loins

As Cupcake continued to moan and whimper beneath the fierce fucking the horz was giving her, Rashael subconsciously began to pull at her own clothing, stripping naked and began stroking her burning length of her rapidly hardening cock-flesh.

“Oh-oohhh… Rashael, I'm sorry but I can't help it!" Cupcake moaned, her eyes squinting and glazed in her passion. “She's fucking me so beautifully – fucking me right up… Up to my tits!"

“Oh, Goddess… I can see that now, baby, and I'm sorry, too!" Rashael blurted. “It's all my fault… My fault! Can you forgive me?"

“Darling!" Cupcake gasped, her eyes momentarily focusing on her lover's hand clutching lustfully at Rashael's swollen canine penis, the sight of it firing fuel to her sensual rapture. “Oh Rashael! Bring it here to your Cupcake! Let me lick and suck the ache out of it for you while she fucks me! Please, lover – I want to so badly."

Rashael staggered with the jolt of fiery sensations bursting through her at her request. Damn! Had she heard Cupcake right? Had she said she wanted to suck her cock? With that huge beast ramming her from behind? Gods, yes! Why not? Anything was possible with what she was already witnessing right before her stupid eyes! She moved closer but hesitantly, her fogged gaze fixed on the massive horz watching her as she fucked away with open jaws and lolling tongue while Cupcake humped her naked buttocks backward onto the massive horse cock in a lewd rhythm, meeting the long powerful strokes into her openly absorbing vagina.

Cupcake hissed a moan of new lewdly rising excitement when she realized what she was going to do. She watched her naked lover crawl onto the bed, at the same time feeling her horse-lover's forearms clinging tightly to her own soft hips. She undulated her feverish buttocks, giving herself fully to the delicious fucking the gorgeous brute was pounding into her from behind.

And then, Rashael was kneeling before her, the Canid's thickly hardened dog cock in front of her face. She reached out and curled her fingers around its hotly throbbing length, feeling it jerk to her touch. Gently, she slid back its heavy sheath, sensing it pulsate in her warm, small hand, its moist bulbous head with its tiny slit at the tip intensely thrilling her. She heard Rashael's husky groan to her tender stroking caresses, and saw the pearly drop of moisture bead at the little opening from the movement of her teasingly milking hand as it swelled and grew under her stroking ministrations. Oh God, she wanted that! Yes, yes, and all that would follow, to the very last drop, squirting hotly into her mouth and belly!

There had been an immediate anger which raged through Butterbutt at the sight of the familiar canid who had walked in on them and now knelt naked before the soft female human whose warmly receptive cunt she was excitedly fucking into. Hadn't she already stolen Butterbutt's new golden-haired mistress away? Yet if she had, why had she come here to this slim human female? The great giantess was confused and she would investigate… but not until she had emptied her throbbing loins deep up into the girl's hot, clutching channel where her mating shaft was being heatedly massaged and loved as it never had been before.

Now as she eagerly clung to the soft smooth whiteness of her hips while rapidly thrusting the claiming hardness of her animal-cock deep up into the depths of her female core, Butterbutt watched with keenly alert eyes. She saw the canid's dog cock extended before her, its length of scarlet hardness level with the girl's face. Cupcake took it into her hand and began petting it, the sighing sounds from her soft, smooth body clearly registering with her. Then, when she saw what the girl did with it, hot racing blood streamed through her! She watched her small pink tongue dart out to lick wetly over the tip, her powerful loins trembling at the sight, but no longer in anger, for hadn't her golden mistress done the same to her? Instead, she humped forward and, fucked deeper and deeper into her, her huge hardness painfully throbbing.

A maddening joy filled Cupcake as her animal-lover fucked into her inflamed cunt from behind and she gaped at Rashael's long, hard cock jerking hotly in her clutching hand. She drew in her breath and flicked out her tongue, bringing it into seething contact with the smooth, rubbery tip. She swirled it around slowly, moistly, experimentally, while Rashael twisted and groaned; then she ventured toward the tiny split and wiggled her tongue-tip into it. Wild thrills rippled through her trembling, naked body as she tasted the pungent sweetness the droplets of her seminal fluid contained, causing her nostrils to flare erotically wide. She smoothed her hand along the rock-hard length to the velvety flesh at its thick base, then downward to lovingly cup Rashael's heavy, swollen sperm-bloated balls. Excitedly, she slipped her warm, tongue-moistened lips down over the damp, spongily throbbing head, then, letting it glide along the full length of her tongue, her hotly clasping mouth locked around it in a soft liquid pressure.

Rashael groaned above Cupcake's lovely head, watching with lust-filled eyes her tightly locked lips ovalling hotly around her burning cock. She could hardly believe the electrifying sight of her love's beautiful, chaste face and mouth so grotesquely distorted by her penis as she began to suck her with obvious desire. Oh, Gods Almighty! Had the huge fucking animal that was pantingly glaring at her actually turned Cupcake on like that? If so, she owed the powerful brute more than she could begin to repay her! Damn, the girl was sucking her cock as if there was no tomorrow!

She began a slow upward undulation with her naked hips, sliding the thick, swollen hardness in and out of Cupcake's lips with a slick, wet suction sound, guided by the girl's hand grasping at its base while she held her face between her own. She stared with intense captivation at the puffing and hollowing of Cupcake's smooth white cheeks as her thick cock fucked in and out, the girl's head beginning to work back and forth on it with demanding fervency. Cupcake's whole curvaceous satin-fleshed body quivered in naked ripples from the fierce jolts of Butterbutt's plunging cock hammering rapidly into her from behind, driving her frantically on!

“Oh… Ohhh-shiii-heaven!" Cupcake wildly gurgled, caught between these two wonderful lover's beautiful, hardened cocks, both of them preparing to spill their hot, liquid fire into either end of her naked body to finally pool together as one deep up in her craving belly! In lust-filled joy, she grinded her widespread buttocks back hard against the horz's battering body, feeling the tiny rivulets of moisture dripping down the backs of her inner-thighs, while the mounting pressure in her desire-inflamed loins warned of the climatic moment near at hand for her, too.

Rashael didn't think she'd ever fully realize it was happening, but Gods, it was insane to even try to reason with the roaring inferno of lust bubbling in her balls! Butterbutt's violently fucking cock pounding up into her lover's luscious pink cunt was driving Cupcake's hungry mouth forward onto her own aching hardness until she wondered why the girl didn't choke on it! It was shoved down her throat all the way back to her belly, her pubic-hair brushing at the tip of her lovely nose, while her sperm-inflated balls in her soft, warm hands ached in a bloating build-up of massive pressure!

Damn, Cupcake was like an animal herself with her lips locked tightly around almost the full length of her raging cock, increasing her unbelievably eager sucking motions until she thought her balls would turn inside out! Great swirls of heat were massing in their secret depths as she watched the girl's passion-contorted face sucking hungrily on it. She sensed the muscles of her stomach tighten and she arched forward, pushing her throbbing hardness further between the searing heat of Cupcake's greedily sucking lips. She gaped at the pink ridges pulling out from the girl's mouth, clinging voraciously to it as she pumped her head rhythmically up and down and undulated her hips back at the horz in a wild, uncontrollable sexual frenzy.

Then strangled noises gurgled up into Rashael's throat. “Goddamn! Now, Cupcake! Oh Gods… Suck it, Cupcake! Hard! Harder! I'm cuuummmiiinnnggg!"

Cupcake heard her cry at the very moment it burst, the Canid's jerking cock gushing forth hot, stream-like jets of her pungent cum. It flooded her mouth and throat with its delicious liquid heat, and she sensed her cheeks bloating and contracting as she swallowed in greedy, thick gulps, fastening her lips tightly around her spasming cock so as not to lose a single drop. On and on, Rashael's wonderful balls continued to pump out her milk-white sperm deep up into Cupcake's mouth, while Rashael's hands clutched at her head, pulling her face harder onto her convulsively spewing penis.

The ecstasy of it was greater than Cupcake had even anticipated, and at the first hot, piquant taste of her love's cum, her own climax was triggered. She thrust her nakedly grinding ass-cheeks back harder at her panting animal-lover, wanting the full benefit of the tremendously expanding horse cock fucking into her wildly flaming cunt. Every muscle of her body contracted and jerked as she felt the erotic release of spasming rapture exploding deep down in her screaming loins and belly. She continued to gulp and suck at her lover's wonderfully erupting cock, her soft, curl-lined cuntal lips clenching and opening like an angered fist from behind. Her insanely jerking buttocks quivered momentarily out of control, and then froze into firmness and she gurgled out a whimpering wail as her wildly quaking body unleashed and exploded too in the moment she had been straining toward! There was nothing but the unbelievable bliss of her orgasm no time, no space, no motion nothing but mindless rapture. Again and again, she was struck by the spasmodic twitching of every muscle and cord in her pleasure-filled cunt, then Butterbutt began to hump forward faster to spew her hot load of hot, animal sperm deep up into the hidden sanctuary of her eagerly trembling belly. Once more, she climaxed, half-screaming as Rashael held her while she slammed her soft yielding buttocks back hard onto the animal's magnificently squirting cock that was pumping thunderous gushes of wild horse semen into her searing depths

And then Butterbutt really came.

If the Equine beast wildly fucking Cupcake had been pumping considerable amounts of cum into her belly before, what she was spewing forth now was like comparing a super-pumper firetruck to a garden hose.

The horz's hips now hammered against the girl's bottom, the hugely grown balls swinging wildly and audibly smacking against Cupcake's rapidly flooding stomach. The horz's visage and demeanor had changed completely. She was now truly a wild beast, savagely ramming her immense cock into her mare-girl with a single-minded bestiality that shocked Rashael out of her post-orgasmic daze. The magnificent animal was intent on a single thing; satiating her obviously overwhelming lust, draining the burning cum from her as fast as she was able to spew it into the now shrieking Cupcake's belly.

Butterbutt's huge mammaries bounced and shuddered wildly as she bent her entire mammoth being into performing the act of fucking at its most basic level. The massive horz had become truly an animal, bestial in her needs and drives. She was straining to the utmost to satisfy the rampaging lust-driven monster spearing into Cupcake's splitting cunt and to empty it, driven like a mindless thing, a fuck-machine, existing only to ram the demanding flesh jutting from her loins until the aching, clamoring lust driving her flanks was satisfied. And she was doing one hell of a job of it, much to Cupcake's obvious distress. The incredible power the huge horz displayed was shocking. And every erg of it was bent towards one thing; fucking Cupcake's gushing cunt until she was completely spent. Her mare-girl's desires had no meaning to this unstoppable force of nature that was pounding into her. Cupcake was now a handy receptacle to satisfy herself with, something to fuck, to ram her lust-driven horesecock into until it spurted its last drop.

And then something happened to the moaning Cupcake. The girl's moaning rose in pitch until it was shriek as she flailed her head in frenzied abandon. Her bulging belly, aslosh with the incredible load of horse-cum, flattened once again, as her already large breasts seemed to pop into hugeness.

Her entire sweat soaked body tremoring and shivering, the girl seemed to undergo a seizure, as she tore at her own hair in a display of maddened ecstasy. She shrieked in mindless pleasure, her belly growing more and more swollen as the ramming horse-cock blasted gush after gush of thick, heavy cum into her.

Cupcake's own throbbing erection quivered, the glans almost purple as it pulsed in steel-hardness, veins standing out plainly from the thick shaft showing it to be incredibly hard, as a steady stream of milky fluid ran from it to pool on the bed. It swelled larger and larger, the flow from it increasing by the moment.

Rashael was forced back, Cupcake's screaming body being thrust back and forth almost like a doll by the giant horz's thunderous, reaming fucking. She watched with disbelieving eyes as the small girl's belly grew rounded, bloating larger by the moment, and the delightfully full breasts adorning the small chest grew larger, the distended nipples tipping them becoming larger and longer, their hue deepening into a ruddy brown.

Cupcake's keening wail trembled in rhythm with the pounding horz's thrustings. Butterbutt's ravaging of Cupcake's pussy was nowhere near ending, the huge body bent over the small human ramming the titanic hugeness of fully flared horse cock back and forth in and out of the inhumanly stretched hole a truly awesome sight. The huge testicles slapped against the monstrously swollen belly with a heavy, meaty sound with each thrust, the incredibly swollen glans pistoning motion plainly visible now within the small girl's bloated belly reaching up into her chest. 'Butterbutt was fucking her up to her tits,' thought Rashael as she gaped at the spectacle, 'But this is a Goddess!'

Butterbutt whinnied loudly, almost a bellowing scream; the sound of a stallion claiming a mare.

'This lovely human would soon know what a horz was capable of,' thought Butterbutt, 'Of what the full lust of one of the Horz Race felt like, and then what being one was like'. Cupcake would be a mare-girl when she finally finished with the girl, mated and claimed as part of Butterbutt's harem. It would take much time and a great many sessions like this to finally achieve it, but this lovely one was truly worthy of being a horz. Never had any given themselves over so completely, so rapturously, so freely to Butterbutt. Her great heart swelled larger in fondness and love of the small human so enthusiastically meeting her thrusting mating flesh.

The great horz then let her lust-fogged mind turn to satiating her boundless desire, the searing cum blasting up the shaft of her aching hardness and into the straining body impaled upon it a mind-rending joy. The gushing flood increased in volume, final satisfaction still hours off, and completion of her newly hatched plan days away.

Cupcake's shuddering body emitted a warbling moan as the huge horz's incredible shaft reamed up into her wide-split pussy, the gouting cum blasting into her a palpable force. She barely noticed that the incredible horse-cock buried in her was lifting her from the bed, Butterbutt leaning back, the huge hands encircling her no-longer slim waist guiding the girl's straining body as the giant stood in crouched stance, the massively muscled legs and thighs rippling with power as she sent her gushing shaft ramming in and out. Trickling streams of cum ran down to veil both horz and human thighs as the titan literally pistoned the now unbearably flared head of the heavy, gushing horse-cock back and forth.

Butterbutt's assault upon Cupcake's sweet cunt increased in tempo and brutality, the instinctive need to satisfy her still demanding lust driving her to use the girl savagely. Again, the screaming whinny of a stallion claiming dominion rang through the room, frightening the gaping and still tipsy Rashael with the primal urge it carried.

'They're both animals now,' the awed canid though as she watched the lurid spectacle of the horz ramming the enormity of an oversized horse cock into the small girl's writhing body. 'Both now want, no, need satiation by the other: one to fuck and the other be fucked.'

Cupcake gargled on cum, the incredible flood of the horz's seed overflowing her bulging belly. Drooling runnels of the hot, milky fluid ran from her slack lips as she turned dazed, almost unseeing eyes downwards to watch her belly ripple and bulge as the huge flare of Butterbutt's horseflesh deformed it. The heavy body thudded into her fundament, her own rigid hardness pouring forth a steady, slow stream of viscous cum. Her wide-split pussy was orgasming almost continuously now, but her turgid erection felt like it was undergoing an orgasm of infinite length, slowed down, stretched out over hours instead of the sharp, explosive ecstasy of cumming. She could feel the steady stream of cum trickling forth almost placidly as compared to the explosions of pumping horse-seed gushing into her belly in a devastating flood.

Somehow, it looked like the swollen shaft was larger, the head bulbous and now inflated into flaring hardness.

Butterbutt gave a whinny that sounded almost despairing, then thrust powerfully forward and up, her haunches driving the bursting shaft of her horseflesh to the hilt. Her huge hands pulled at Cupake's hips, the heavy muscles of the horz's arms standing out in sharp relief as they tugged upon the girl's hips as if to wrap her around her demanding horse cock. Rashael could hear the slapping thud of the horz's huge body meeting the quivering globes of Cupcake's rump in a forceful plunge. The giant quivered would be the best description, muscles standing out and trembling as they strained, bent toward burying the fountaining horse cock into the small body impaled upon it.

Cupcake's cock then completed its slow-motion orgasm as jetting streams blasted from the pulsating tip as the girl froze in shivering motionlessness.

Rashael gaped as time seemed to freeze a moment: Butterbutt straining to pierce Cupcake with her spearing horse cock, Cupcake shivering in the first throes of powerful orgasm. Then she saw an incredible sight: the bulge in Cupcake's belly that plainly revealed where Butterbutt's fantastically flared cock-head was was traveling upwards – and it was growing! And so were the swinging testicles between the massive horz's legs!

Rashael winced as they both screamed. Butterbutt's piercing animal-scream of a stallion and Cupcake's shriek of ecstasy pierced her ears. Neither cry stopped, but increased in volume and pitch as Cupcake was visibly stretched around Butterbutt's claiming hardness.

Again, the moment froze. Both keening wails stopped simultaneously. Then Butterbutt uttered her first words spoken in Cupcake's presence.

"Mated and mine, my mare-girl! My love!" then truly came.

---

Part 4, “The Ridden", Chapter 3

The previous flood was a dribbling trickle compared to what erupted from the now titanic horse-cock. The thunder of a waterfall sounded as a column of heavy cum filled, overflowed, then blasted out of the stretched-out body of Cupcake like a firehose grown prodigiously large.

Again and again, the hugely grown horse-cock poured out rivers of cum, Cupcake actually swelling, overfilled, with the amount of ejaculate thundering into her bloated form. The ceiling and walls before the crouched horz and blooming girl were coated, the rivers finally pooling into a lake upon the floor of the room several inches deep.

Rashael found herself knocked backwards, falling off the bed into the rising lake, coated, soaked with the spraying cum, as the gouting flood went on for what seemed minutes.

The impossible flood finally ended, and as she wiped clinging cum from her eyes, Rashael saw that Butterbutt had fallen back upon the bed, the horz's huge breasts pointing ceiling-ward glistening with a coating of cum. She was cradling the grossly altered form of Cupcake, still impaled upon her twitching horse-shaft, to her chest. The groaning girl seemed emptied of most of the previously overflowing cum now, but her belly was still wildly distended by the rapidly softening hugeness sunk into her depths; the incredibly flared head of Butterbutt's mighty horse-cock was still embedded in the depths of her writhing form.

What shocked Rashael was that Cupcake now sported a not-inconsiderable cock herself – not that she had one; what shocked the staring canid was that it was now a true horse cock both in size and form. The ebony flesh and distinctively flaring glans tipping it were those of a stallion of some considerable dimensions and no longer the large, human one she had borne so effectively. The huge horseflesh emerged from a sheath as well, the testicles now located along equine lines. And while it was not the incredible tool Butterbutt sported, it was huge, and any horse would have been proud to have borne it. It was as long as the girl's arm, arced downwards its own ponderous weight as it slowly filled and grew. The glans, shaped like a fat chocolate kiss, was already beginning to flare in horse-like fashion as it danced scant inches from the girl's face. Fluid heavily oozed from it as it heavily rolled side to side, becoming increasingly more erect, trickling down to drip upon Cupcake's face.

It glistened like freshly oiled leather, a deep, rich brown that was almost pure black. Heavily veined, the shaft tapered slightly along its astonishing length, the swelling head's rim slowly expanding outwards tipping it like an exclamation point.

Rashael's mouth hung slackly open in awe-stricken shock at the sight. She watched in dazed fascination as the immense horse-shaft the girl now bore swelled and became harder. Then she gaped in true awe as Butterbutt stood, Cupcake still impaled upon the incredible horse cock spearing from the giant horz's loins.

Cupcake moaned softly, groaning in after shock from the mind-searing reaming she had just undergone and the sensation of being overfilled with the prodigiously flared stallion meat embedded in her body. Her body looked tiny compared to the towering horz, the incredible shaft buried in her visibly distorting her body holding her upright and erect before her stallion-mistress.

Butterbutt's hands then grasped the small girl's hips as she began to pull her massiveness free of Cupcake's belly. Rashael gasped in shock as the thick, heavy shaft began to pull free, a loud, wet sucking sound clearly audible as the heavily flared head began to pull from within. The canid watched in disbelief as the bulging glans continued to slowly withdraw through Cupcake's bulging form, the astonishing shaft gleaming and shiny with its coating of horse-cum unbelievably long. A steady thin stream of the milky fluid runneled out as the shaft sucked slowly free and splattered heavily upon the floor with each inch after inch, foot after foot pulled out.

Butterbutt seemed to have trouble pulling completely free, the preposterously flared head preventing final withdrawal through the girl's wide-split cunt. With a heavy grunt and a straining heave, the huge horz finally tugged her stallion shaft out of her mare-girl's pussy, a single gush of horse cum flooding out. The gigantic shaft now stood proudly free, the glans still flared to incredible dimensions slowly receding to a more rational relative size.

Gently, the giant form lowered the small form of Cupcake to the bed, the girl's hips humping and bucking uncontrollably as her own horse cock swelled into full erection. Testicles outrageously oversized for her small frame dangled and bounced wildly with each thrust as the girl moaned in lust and want, sending the shaft to slap meatily against her chest between the jouncing breasts with a heavy thud.

Rashael's stunned motionlessness ended when the giant turned to her, staring downwards and took a single striding step to loom over her.

“Your turn now, Doggie." Butterbutt announced quietly as a huge hand grasped Rashael's shoulder in unbreakable grip and the other cupped the back of her head and forced it down.

Rashael tried to protest, to scream, but as she opened her mouth she found it blocked, then filled, then overfilled to past the bursting point as the rubbery hardness of the horse cock's glans was forced into it. She felt her protesting lips stretched inhumanely wide as the hot flesh forced its way through them, the rubbery flanges of the rapidly flaring horseflesh bending back as it entered, then springing into throbbing hardness in her oral cavity and wracking her jaws into gaping wideness.

Rashael felt a huge hand forcing her head down, forcing her to bend to swallow the hardening shaft down her desperately working throat.

Butterbutt was wasting no time, and was wasting absolutely no gentleness, in ramming herself down Rashael's opening and into the canid's gut. The horz was forcing Rashael into lining up her throat so she might easily send her horse cock to fuck her throat and send the already flaring shaft deep into the canid's guts.

A spurting flow of horse-seed already pulsed from the quivering shaft as the expanding glans forced its way past the back of the canids's throat, then beyond. Rashael felt her throat beneath her chin stretching to encompass the hugeness sliding deeper into her gullet. Already the heavily muscled hips were beginning to rhythmically plunge the heavy shaft back and forth, each thrust sending it spearing deeper into the writhing canid's throat.

Rashael flailed and beat in desperation at the giant that was splitting her throat with her gigantic horse cock for several moments, panicked and terrified. Then the sensation overwhelmed her. The horz's power was unbelievable, the gigantic shaft unstoppable as it slid into her belly. It beat ponderously in her throat, and she could feel the flaring head of the monster splitting her mouth deep within her belly begin to grow into immensity.

Her own dog cock trembled and hardened in response and began dripping a fitfully spitting stream of dog cum, and Rashael moaned around the thickening shaft buried in her throat and stomach as the incredible sensations of the heavy meat reaming her sent wild bursts of masochistic ecstasy through her trembling body. She could feel the gushing flood of horse-cum spewing from the growing stallion-shaft begin to fill her belly, swelling it fuller and distending it as the heavy, searing heat of the thick fluid pooled in her belly. She was mastered completely by the huge horz, her power and massive horseflesh bending Rashael to servile and unreserved reaction.

Butterbutt's thrusting became a pounding attack as the huge horz grabbed Rashael's head with both hands. She rutted, driving the spewing flesh of her spearing horseflesh in and out of the canid's protesting throat with no compunction or thought to what she might be doing to her canid partner intruding. She allowed her stallion side free rein, to fuck and cum as it would to satisfy its lusts. She could feel her head's flaring slowly continue its expanding growth as gouting streams of heavy seed shot in pulsating satisfaction through her still-hardening shaft. She nickered and whinnied, feeling the roiling loads of cum gathering for release building in pressure for when she achieved full orgasm, and felt the heavily swollen globe of her flare begin to jam and wedge its immensity deep into the moaning canid's guts.

Butterbutt thundered into Rashael, the canid visibly bloating as her body flailed under the horz's assault. Her swollen breasts bounced and swayed wildly, her flesh rippling as the horz pistoned her stallion meat down the wide-stretched throat. The canid's bloated belly sloshed visibly around the swollen form of the embedded horse-flare of the cock as it grew ever larger, finally achieving its full impossible dimensions.

Butterbutt whinnied loudly, the flow of cum from her now fully grown stallion-cock redoubling with each thrust. The pounding wrecking ball of her flare now thudded heavily with each gushing flood, her huge hips shuddering, thrusting the monumental shaft home into Rashael's body's recesses.

Rashael felt the horz's final thrust; felt the rending shaft swell into inconceivable hardness and size; felt the unbearable weight of the flared head deep in her belly grow to unthinkable size. Then she heard a sound – She actually heard the rushing flood of horsejism rocketing through the bulging shaft as it rushed to flood her, the hot, heavy milky flood already sloshing in her a heady, painful delight.

Then Butterbutt screamed in savage triumph, and came.

Rashael felt the buried shaft grow outrageously large, as if bent upon splitting her in half. It jerked upwards, lifting her feet free of the floor, then swinging her quivering asscheeks to point ceiling-wards as the horse cock grew within her. It bounced her in wrenching motion, each incredible gouting flood of horse cum smashing into her sending the shaft jerking upwards.

She overfilled, bloating to rounded, quivering grossness in moments under the flow. Only the astonishingly huge ball of the flaring horse cock impaling her prevented her from being blown free by the flood, then her own swelling form, bloated to rotundity, began to force her stretching lips downwards, engulfing the gushing monster until her mouth wrapped the base of the shaft completely, down to where it emerged from the sheath.

Butterbutt gave a finally heavy grunt, the impaling shaft jerking upwards a final time to slap Rashael's distended form against her massive breasts with a meaty slap.

Rashael dropped heavily to the bed, the incredible mass splitting her lips going soft with astonishing swiftness.

---

Part 4, “The Ridden", Chapter 4

Butterbutt shivered, her heavy tongue licking her lips as she finally looked down at the swollen, sloshing form of Rashael. She stepped back, twisting her hips to wrench the now soft, but still full-grown shaft, free of the bloated form wrapped around it.

The flare wobbled and jounced as it dangled, the retreating shaft lifting it free of the floor. A stream of horse cum ran steadily from the shaft as it slowly retracted into the sheath, the extraordinary length draining itself upon the floor.

“You shall make a descent pack-mare." Butterbutt announced as she looked down at Rashael's quivering form, shaking her mane. She then turned to watch the writhing form of Cupcake as the girl's horse cock jumped and jerked, the pulsating head partially flared. She smiled, whispering softly, “But this one shall make a truly lovely mare-girl."

The retreating shaft ceased its withdrawal as she gazed at Cupcake, lust and love at the sight of the writhing girl sending strange emotions through her. She felt her pulse begin to quicken again, her heart begin to thud heavily in her masive chest as her breathing quickened.

The incredible shaft began to slowly arc upwards, hardening once again. A thin pulsing stream of horse seed began to once again drip from the still-swollen glans.

With loving lust, Butterbutt lowered her head and sent her swiping tongue licking over the girl's bottom, splaying wide the lips of her delicious cunt, then traveling over the rounded, quivering globes of her shapely ass. Whisking lips and silky tongue made their way up the quaking girl's back, drawing moaning cries of pleasure and lust from her with each swiping lick as large hands stroked and caressed the girl's trembling flesh.

Butterbutt smiled down, then took her now rigid shaft in one hand, guiding it. She felt the growing flare plant itself in the wet slickness of Cupcake's pussy with an audible squelching sound. Her hips rotated, rooting the pounding flare around in the slick, slippery pool of liquid warmth that was Cupcake's cuntal entry.

Her hands wrapped around the girl's hips, then she began to slowly force herself into the writhing girl. Deeper and deeper, the horse cock slid into the simmering depths of the small girl with remarkable ease.

Cupcake gave a strangely quavering moan as the shaft impaled her. Her horse cock jerked to slap against her belly loudly, as she threw her head back, her hips thrusting back in accepting welcome of the massive invader sliding into her.

As Butterbutt buried herself deeper, gently ramming the still growing shaft into her mare-girl's accepting depths, she noted that Cupcake's keening, rhythmical moaning was strangely altering.

'Can it be,' she thought as she felt her flaring head worming deep into the girl's belly, 'that my mare girl is… Whinnying?!'

Butterbutt finally was buried to the limit, her bursting, overflowing sheath pressed tightly against the entry to Cupcake's cuntal lips. The firming shaft continued its relentless entry though, as it grew more and more erect, forcing the now flaring head up into the girl.

Cupcake's cries of pleasure caused Butterbutt some consternation. 'The girl is actually whinnying,' she thought. 'So soon! So responsive to my efforts! She shall truly make a wondrous mare-girl!'

Buterbutt reached around the trembling girl, her hand wrapping around the quivering horseshaft the girl sported and finding to her surprise that it was larger than expected – much larger.

“Why, you're practically a shire, my mare-girl!" she chortled. “I can see that you shall certainly be lead-mare in my harem, what with that slung between your legs!"

The investigating hand stroked downwards, and found the shockingly dense testicles dangling between the girl's legs. Butterbutt cupped one, the heavy globe already the size of a grapefruit, and felt its slow – but steady – swelling growth.

Butterbutt began to slowly pump-fuck in and out of the tightly-stretched Cupcake's belly as her hand stroked upwards to find that the shire-shaft was straining to even greater dimensions. She could feel her own hugely swollen testicles slap and bump into the heaving girl's own stallion sac as she began to pump her stallion meat in and out.

The horz was becoming lost in the wonderful liquid heat of her mare-girl's depths, so instead of fright, she felt pride and rising lust at her wonderful mare-mate's responsiveness and obvious accomplishment. Both hands now explored the delight-giving form her claiming stallion cock was thrusting into, and found to her wonderment that her mare-girl was responding surprisingly well.

Already Cupcake's legs were altering, her rounded ass growing larger and more muscular as the thighs grew stronger and heavier. A tail already sprouted from the base of her spine, and Butterbutt smiled down as she watched through slitted eyes as Cupcake's face began lengthen, her ears elongating, her breasts swelling larger to dangle and dance from either side as her chest as her frame grew larger and muscles began to stand out.

Once again, she reached around to check upon what was slung beneath her mare-girl's belly, and this time she did feel fright.

Her own cock jerked and began to flare and grow to full erectness with incredible speed, a strange bolt of fear and intermixed lust filling her at the hugeness she felt pounding beneath the now nickering Cupcake's bulging belly.

'A stallion-mare girl,' Butterbutt thought in wonder. 'She would make a draft-shire look puny in comparison!'

She could feel the burgeoning horse cock jerking beneath the mare-girl in sympathetic response to her own thrustings, her spearing shaft piercing Cupcake's altering body almost to the throat now, her pounding flare buried deep and the sluggish, pulsing flow of her seed trickling from it. Cupcake's was even larger, and now something besides the girl's altering into a more equine form was occurring: she was growing larger.

Cupcake now snorted and nickered, whinnying in response to the horse cock buried in her. She tossed her head, hair flailing, and whinnied loudly, sounding fully horse-like. Butterbutt could see that the girl was truly now a mare-girl – and then some.

Huge, taut breasts now jutted out in quivering firmness from a massively muscular chest, the form writhing beneath her lushly feminine, looking ripe and rich. Fully digitigrade legs now spread before her stallionmare lover, hooves shiny as her tail flagged up in loving response to her stallion-mare's lusty fucking.

While not even pony-class in size, Cupcake was more mare than almost any other Butterbutt had seen – and the horse cock she bore was almost implausibly oversized and might be more fitting slung between the hugest stallion-mare's legs. And she was proving herself to be passionate mare, too! Her bucking and moaning whinnying, her hips thudding powerfully back to meet each thrust in lust-drugged abandon, proved that Cupcake was one incredible ride, and one that might never be truly broken to the saddle!

The alteration of the girl from human to one of the horz race was happening unthinkably quickly. She was already taking on the massive size of one of the race, though Butterbutt saw with some small relief that the mare-girl was merely of pony stature – though she was a form of incredible femininity. Her body was almost overripe, though strongly muscular. The true surprise was the size of her horseflesh. Already stunningly oversized for her body, it was still growing larger as Butterbutt's gauging hand felt the straining, almost splitting sheath and the thickness of the shaft.

Humming, feeling almost frightened at the mare-girl's becoming fully horz so quickly, Butterbutt bent to the task of satisfying her stallion-side's rising demands. She began to hammer into the whinnying pony-girl under her, her stallion flesh already streaming heavy cum as it pumped in and out of the writhing mare-girl's cunt like a fleshy pile-driver. She answered Cupcake's desperate whinnies with her own clarion Stallion scream, and worked the now fully flared globe of her shaft back and forth in the tightly stretched ecstasy of her mare-girl's belly.

Under the stimulation of Cupcake's incredibly rapid transformation, Butterbutt's orgasm was quick to arrive – and it arrived with the force of a small bomb.

A final scream of a stallion claiming dominion rang out, and Butterbutt buried the claiming hardness to the hilt in her mare-girl's cunt, the first pounding gush of cum blasting into the pony-girl's depths.

“My mare, my pony girl, mine, mine mine!" Butterbutt screamed as her erupting balls sent their astonishing flood of horse cum pouring into Cupcake's depths.

Cupcake's own whinnying scream answered, as the pony-girl bucked and writhed. Her hugely grown horse cock slapped against her chest as it bounced heavily, sending thin streamers of horsejism flying. The shuddering globes of her massive breasts danced wildly beneath her quaking form as quivering asscheeks spasmed rhythmically in her own mare-like orgasm.

Butterbutt could feel Cupcake's cuntal walls clasping her bursting hardness and milking at the steely shaft as the newly minted pony-girl underwent her first ride as a mare. Pride and love mixed with a sense of jealousy at any who would dare to try to claim this mare-girl of hers filled Butterbutt as she spewed her love-milk into her mated mare's belly.

Then all other thought was stifled as Butterbutt's stallion-side brushed all but the need to satiate its burning need away, and the massive horz began to fuck her mare with animalistic intensity.

The flare swelled, grew, hardened, locking the liquid heat of Cupcake upon the spewing shaft, defying withdrawal until it was spent of its load. Gush after inundating gush of wild horse-seed shot into Cupcake, the pony-girl's belly swelling grossly with the huge load. Still if spewed gallons of heavy fluid into the shrieking mare-girl, as she whinnied and shuddered under the load. Her belly overflowed with the heavy cum, the bulge of her form finally meeting the bed beneath as her breasts flowed and firmed, swollen into twin globes that began to actually push her shivering arms apart.

The swollen flare literally pistoned in and out in the altered girls body, the gross form visibly distorting her as it worked its way back and forth. Butterbutt whinnied as the steel-hard form of her horse cock seemed to grow harder, surpassing even a diamond in firmness as the flare pumped the rolling fluid of hot cum within the jarring girl's body. The flare was becoming so large as to make travel of the shaft difficult, its dimensions so big that even the slick, slippery flesh of Cupcake's womb could not afford to allow it to slide by, and it was only by brute force that Butterbutt managed to keep the wedging flesh spearing in and out.

Cupcake's own fitfully spurting horseflesh poked from between the twin masses of her wobbling breasts, the head flaring into astonishing dimensions as well.

Butterbutt was her stallion-lover, her cocked mare fucking her, her stallion-mistress claiming her body for her own and making her her mate – but what she wanted now was to satisfy her own rampaging stallionflesh.

With a nickering moan, Cupcake collapsed beneath Butterbutt's savage assault in complete and utter surrender. Her mare-mistress was filling her beyond belief, her claiming stallion-cock impaling her impossible to deny, and she could not withhold anything from her Mistress. The incredible lust and ecstasy was beyond anything she had thought possible, and the power that was her Stallionmare was not one she could resist. Even as her own stallion-flesh shrieked irresistible demands, she surrendered to the claiming flesh even now filling her with its seed and immensity.

Cupcake's screaming whinny rang out. “My Stallion! My Love! Fuck me, I am yours, and yours alone!"

Butterbutt shrieked in reply, the call of a stallion claiming a mate, then gave over to her orgasm completely. Her pounding thrusting became wilder, bestial, her flowing cum now hosed from her horse cock in ceaseless flow as the shaft bulged, growing immense. The flare of her glans expanded even more where it was lodged deeply in her pony-girl's depths, distorting her mare-girl's body as it inflated to truly stupendous size.

The flood eased, the exacting stallion-flesh finally reaching satisfaction, if not satiation. The massive horz collapsed atop her mare, spent, her horse cock becoming rapidly flaccid. She licked Cupcake's neck in loving reward, feeling the slick flesh buried in the mare-girl being squeezed by the spasming walls of the girl's cuntal walls as the moaning nickers of the mare-girl and her shuddering demonstrated that she had been truly mated, and loved by her stallion mistress.

Butterbutt yanked the still huge shaft free, sending a stream of cum draining from the shaft. Cupcake shuddered once, then fell gurgling to the bed, her swollen belly still roiling with her Mistress' milky seed.

Cupcakes hips thrust slowly, a keening moan escaping in nickering whisper. “I need a mare, my Mistress," she quavered, her hips hunching becoming stronger as the thin streams of horse cum runneling down her pounding shaft began to increase in volume. “I need a mare after you… What you did to me… I am yours, but I need… I need…. I need a mare to satisfy myself so badly. I need, my Mistress, please, I need a mare now!" Cupcake demonstrated that she did need some relief, and quite soon, as her titanic shaft flared and quivered, jerking wildly as increasing streams of pre-cum launched freely from it and the flaring head throbbed heavily.

“Hush, my love," ordered Butterbutt, knowing what a newly-minted horz needed. She smiled, looking over at the quiescent form of Rashael. “We shall share a mare, my mare-girl, now that you are mated and mine."

Cupcake looked up, blinking through the thick heat of her horz's bodily needs, then saw precisely where Butterbutt was looking.

The horz-girl rolled on the bed, her massive breasts bobbling as the incredible shaft she sported jerked up to slap sharply against them again and again. She licked her lips hungrily, her eyes locked upon the canid, seeing only the upthrust cheeks of her ass and the promising cleft almost hidden between them. Her shaft now beat in regular rhythm as a soft, snorting nickering emerged from her.

Cupake showed no tenderness or compunction in what she did next. The now much larger girl stood, her assets shuddering delightfully to Butterbutt's proud and approving eye, as the huge shaft of her horse cock jerked to slap heavily between her breasts repeatedly. She strode over to the canid laying upon the floor, towering over her doglover in her newly enlarged body. Her lush body quivered and rippled as her no-longer trim body trembled in driven lust, sending her now huge attributes dancing as she stood gazing down at the now small to her form on the floor. While only pony-sized, Cupcake was fully a horz – a giant now compared to her previous dimensions. Her heavy horse cock jerked upwards as she eyed Rashael's quivering ass, slapping with heavy, meaty thuds against her mammoth breasts, her quivering equine loins twitching fitfully and sending the column of her horse cock swinging heavily as the horz-girl stood over Rashael, nickering in obvious need.

The mare-stallion moaned, then knelt, grasped the upthrust hips presented to her, then buried her titanic shaft to the hilt in the canid's cunt with single powerful, irresistible lunge, burying it up to the hilt of the bursting sheath at its base.

Rashael gave a single scream as the invader impaled her, wrenching open past any sane limits, then simply moaned in quavering tones under the relentless attack that was Cupcake. Cupcake merely grunted in reply, her rounded asscheeks quivering at the end of each powerful, thudding lunge into the canid, her hugely grown horse cock rending the mewling canid's bottom as it wrenched the straining entryway wider and wider as its swelling growth tallied more and more girth to its toll and it lengthened, forcing deeper into the protesting depths of the inhumanely stretched canid's body. The hugely swollen cum-dense that testicles Cupcake sported swung to slap into Rashael's belly with each lunging thrust until the tempo increased, and then they danced wildly, bouncing, swelling larger by the moment. The horz-girl's rounded belly thumped into the twin quivering globes of Rashael's ass as Cupcake's massive body slammed against the canid's fundament.

Cupcake's claiming whinny now resounded through the room, her overflowing body quickly achieving orgasm and her gushing cum already began to fill the cringing canid's belly. Then the newly transformed horz truly came.

Butterbutt gaped in awe. Cupcake was pony class in size – very small for a horz, almost a miniature horse – but her stallion flesh was huge, and growing huger! The mare-girl was also showing incredible power as the pounding fucking she was performing demonstrated more than clearly. Already, her flare was enormous, distorting the canid's body plainly and showing that she was fucking the doggie-girl – right up to her tits – as she had not too long ago.

Butterbutt dropped in response to the spectacle she was watching, the chocolate kiss shaped glans dangling just off the floor.

Butterbutt's jaw then almost dropped as well, when Cupcake finally began to truly cum. The canid's body rippled under the flow of horse cum being jetted into her, the belly and breasts swelling hugely as the incredible flood filled her body to overflowing in moments. Cupcakes erection grew as she watched, its relentless growth driven by the monumental flood gathering in the watermelon-sized testicles bouncing and swaying between the girl's equine legs. The heavy globes of her balls swelled visibly larger by the moment between her mare-girl's thighs, Butterbutt noted, forcing them wider apart until the pony-girl was hunching up into the canid with a straddled stance.

Cupcake was savage, even for a horz. Relentless, heeding only the demands of her flesh, the mare-girl was shrieking a stallion's cry of claim as she rammed in and out of the floundering, flopping – and ever swelling – body of the dog-girl. Butterbutt could see the bloated dog cock the canid sported simply spewing a steady stream under the stimulation, her body already bloated and bulging. The tiny titan reaming her was adamant and brutal in her fucking, violating her target with no signs of remorse of tenderness – only the claiming, bestial rooting of stallion seeking satiation sending the equine loins ramming the spearing shaft in and out of the canid's belly with wild, breath-taking lunges.

'She shall make the ultimate mare-girl,' she thought as she watched Cupcake's brutal display of her stallion-side, 'If she doesn't become the ultimate stallion-mare as well!' Already, Butterbutt could feel her own dangling horseflesh begin to fill out and firm as she watched the spectacle of Cupcake's pitiless fucking of Rashael. 'This one will be much more than merely lead mare: she will be a ruling mare, I think.'

Butterbutt watched as Cupcake stood, still humping her spurting horseflesh wildly to the hilt into the distorted body of Rashael, her hands on the canid's hips actually pumping the body up and down upon her spewing horseflesh as if Rashael were a sex-toy for her to masturbate with. There was only the savage desire to satisfy herself with the canid's body, Butterbutt saw, and there was a great deal of desire, indeed. 'I pity the poor soul that goes down under her assault when fighting, as her Cock knows no mercy and only need.' she thought as Cupcake's rending assault redoubled in intensity.

Finally, with a final stallion-shriek claiming victory and a mated mare, Cupcake, wrenched the body upon her lancing horse cock as her hips locked quivering into a last plunging thrust. An audible gushing sound sounded, lasting several seconds, and Butterbutt could actually see the canid's body swell as it filled with the horse cum Cupcake was hosing into her, and watched as the bulging swell that marked the pony-girl's flare pistoned upwards, deeper and deeper into the shuddering canid's body. The flow ebbed and finally ended, and the sweat-soaked, panting mare-girl's eyes finally blinked open.

Then Cupcake heedlessly dropped the bloated, sloshing, quivering form to the floor, the softening horseshaft's still immense flare still buried deep within the wide-spread cunt plainly showing within the canid's protruding abdomen. A tensing horz stood in Cupcake's place, her balls still clenching up between her thighs as the short-yet-hung beast's reproductive drive did everything it could to make sure the canid was thoroughly impregnated.

'Shestallion will be pleased.' Butterbutt thought with an almost scared shiver as the once-Cupcake slowly turned her eyes and stared at Butterbutt.

***

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Doug Winger was, and still is to many, the original “hyper fur" artist.

While I, and many of his fans, didn't personally know him, his art and his musings greatly influenced our tastes. Even before becoming the arguable Rosetta Stone for hyper furries, Doug was involved in the research and development of the A-10 Warthog's targeting sidepod and the tail stabiliser of the Space Shuttle orbiter – but his heart was always in the illustration of bigger things, and we all thank him dearly for that.

Douglas Duncan Winger passed away June 23, 2015, at the Western Medical Center Santa Ana in Tustin, California, USA, at 1:20pm.

My hope that compiling what's available of Tim's work helps preserve some of Winger's world that can be found scattered across the internet. Most of Winger's visual work was posted to FurNet, VCL, and some to FurAffinity under “JustDoug". Almost all of it is highly erotic in nature and frequently featured furred females flaunting fantastically full funbags – that is to say, the anthropomorphic mink and squirrel bombshells that he drew had prodigious chests… That were only matched by their balls, and often commanded penises that could pop the inseams of a gas semi-trailer. Laws of physics and realistic biology be damned, bigger was always better.

It is why then that this omnibus exists. It features all five of the remaining texts and arranges them in a narrative order… That hopefully makes sense. Please distribute this as far and wide as you can – as is appropriate – however please don't worry about such petty things as copyright and licensing as this omnibus is itself public domain. Repost and reupload wherever you can to keep Winger's world alive. Not all of the themes contained within Tim's writing are to my tastes, but I feel obligated to trying to preserve it close to its original form (with some adding/editing). Perhaps an odd thing to preserve – but nowhere near as bad as some, hah~

Thank you, Doug.

– M.S.V