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Gwen's Unexpected Erection

"Our teacher is a werewolf," Gwen whispered into the darkness of the forest.

Moonlight streamed through tree boughs in scant rays of silver. The path beneath was lined with detritus from October storms. Fallen branches huddled around tree trunks like gnarled spiders, and immense piles of leaves collected in the basins of switchbacks worn into the hills.

Kate answered Gwen with another urgent tug on her wrist, dragging her stumbling through a shallow bank of plant debris. They were cutting the path, going straight up-slope in a silent rush as if they were being pursued. Gwen saw nothing and heard only their steps and hurried breaths, but she let herself be pulled along, even on exhausted, burning legs.

Somewhere on the far side of these woods, Kate's home held the promise of safety. Gwen guessed it was about three miles following the footpath. They walked it in an hour whenever they didn't have a ride to school, but now they'd run for several minutes, and when they'd seen no sign of the werewolf, they'd walked fast for several more.

Refuge couldn't be but another twenty minutes away at this rate, and Gwen was growing more and more frustrated with Kate's insistence on silence, as if speaking another word would summon a beast out of the shadows.

"Stop," she whispered, tugging her arm back. Kate didn't let go, but she did halt on the slope and swing around to pierce Gwen with a demanding glare. Gwen glanced back at the bottom of the hill. "She isn't chasing us."

"We're not even halfway home," Kate whispered fiercely, "We have to keep going."

"I just want you to talk with me."

Kate hesitated, cocking her head as if to listen.

"Kate--"

"Shh!" She waited almost fifteen seconds in silence, and nothing changed. Wind, leaves and dappling moonshine. No other sounds nor motion. "Fine, but move."

Gwen took a deep breath and started up the hill again, and Kate walked alongside her, still grasping her arm tight. "Ms. Chase was a werewolf," Gwen said again.

"I think a werewolf came out of her," Kate said. "You saw what happened."

"She loved it, I think. She wasn't scared. She was cumming." Gwen glanced down at her shoes. A thin line of leaf bits was stuck to the cum-stain on her right sneaker.

"It tore off her skin," Kate said, arguing obliquely that Sylvia Chase must've been torn off too.

"She tore off her skin." Gwen recalled the shape of the shewolf. Buxom, humanoid. Broad hips. Huge ass. Very large breasts. "She had tits though," she said, "she was a girl."

"That werewolf has a huge dick," Kate said.

"Her pussy tore." Gwen shuddered at the thought. It made her pussy hurt a little bit just thinking about it. "But her dick doesn't change that she's a girl. Maybe werewolves just all have dicks."

Kate hesitated, stopping as they neared the crest of the hill. "You don't know that."

Gwen faced Kate. "You don't know either. But we both saw her. She looked like a girl with a dick. Breasts, hips, everything. She sprayed milk everywhere."

"She looked like a wolf monster," Kate said.

"I know what I saw."

"I'm not disagreeing. I'm just saying, all I saw was a monster forcing her oversized cock and balls out of Ms. Chase's pussy. Then rip. No more pussy. Rip again. No more face, and no more teacher."

Gwen cringed, remembering every visceral detail. The sound of her howls. The even louder note of tearing flesh. Her big black cock smacking into the crotch of her panties, followed by her balls. Her face peeling open and a werewolf being inside. Why couldn't she stop seeing these things, over and over, every time she closed her eyes?

The worst part was, she didn't feel that much fear. She just couldn't stop thinking about Sylvia's shewolf. A thought occurred to her. "Kate, I'm still worried that the werewolf nicked me."

"We checked your leg, like, the second we were out of the building," Kate said sternly. She started up the hill. "Come on. There's no blood. Not even a scar."

Gwen followed dutifully. "I feel weird though."

"How?"

"I'm not afraid. Like, not enough."

"You're in shock. That's normal."

"I should be more afraid." Gwen frowned. "What if I start changing?"

"Then we'll run away from each other. Then I'll try to get help for you and Ms. Chase."

As they crested the hill, the trees thinned and the path cut due east across an open meadow. The terrain leveled off at less than half the height of the canopy in the surrounding woods, hiding the horizon on all sides and isolating them completely from the lights of civilization. Still, even in this green space, there were signs. A plastic bag was spread across a stand of seeding grasses. A beer can lingered from a field party. For Gwen, these were comforting talismans against the sudden isolation she felt here beneath the full moon. They were very much alone.

"What if I don't want to run away?" Gwen asked. "What if I chase you?"

"I thought you said that Ms. Chase remained herself."

"I didn't say that. She's a girl and she liked becoming a werewolf. That's all I said."

"I'm a better runner than you." Kate's strides picked up pace, as if she was trying to get them out of the moonlight as soon as possible. "Stop worrying."

"The werewolf was fast--"

"Gwen!" Kate let go of Gwen for the first time since they'd started into the woods, and she swung around to face her friend. "Shut up! This is why I didn't want to talk. You're working yourself into a panic. Just shut up!"

Gwen started to shiver. She didn't know what to say, so she said the first thing that came to mind. "I'm cold Kate." She was wearing a small top that bared her midriff and held onto her breasts like a corset. Her skirt was only just within school regulations. She was exposed.

"We'll be home soon," Kate said. She was so much taller than Gwen, about two inches short of six feet, and she looked so much more adult, standing straight in the moonlight. "And look at you, you're afraid. See? So stop worrying."

Gwen swallowed with her dry mouth and grabbed onto Kate's arm instead. She nodded, her black bangs bobbing over her cheeks and nose.

Kate marched ahead in the moonlight. Gwen watched her best friend's back and concentrated on it, trying to focus and dispel the anxiety. There was a black stripe on the back of Kate's shirt. It circled all the way around to the V-cut at the front. Kate wore it because it drew attention to her large breasts. Same with the volleyball shorts. Kate's ass was huge and fit. Her hips swung like a porn star walking into shot. Always trying to show off, Gwen thought. Kate was probably the hottest girl at school. Her all natural hairstyle--the shimmering blonde locks cascading right down to her ass and swishing around her skinny waist--that was showing off too.

Gwen was honestly starting to feel a little jealous of Kate! But at least she wasn't thinking about Sylvia anymore. She looked down at her own body. She was eighteen as of August. Kate was eighteen as of a week ago, so they were both old by high school standards. But look at the difference! Kate was younger, but she could buy beer with a fake ID and a smile.

Gwen was beautiful, but she knew she looked skinny and small. Only some liked her type. Being Asian helped a little bit, but it also made her feel fetishized. To confuse matters, there were rumors that she was gay. They weren't true, but if Gwen had been a lesbian...

Well, look at Kate's wriggling ass. Imagine those big tits. There was no hotter girl for any cheerleader to go gay for!

It felt so natural for Gwen to think about this, she didn't even question when her clit began to stiffen. She was getting damp watching Kate's rear. This fine behind was so visible here in the moonlight. So prominent. She almost wanted to reach out and slap her friend's butt, just to tease her, but that'd be a little too gay for a straight girl like her, and this was a serious evening!

They'd seen their teacher pop a giant boner, after all. Hell, the shewolf had been so horny, she'd blown her load all over everything the moment that the teacher's pussy exploded. Gwen could still envision Ms. Chase's girthy cock bobbing as she walked towards them--just before they ran. Cum and milk had dribbled down her immense length and dripped off her massive nutsack.

Gwen shook her head to clear the thought of all that wet girl meat, but she was definitely feeling horny now. Some small part of her knew that this kind of thing used to disgust her, but something about the nightmare at the high school had broken down the barriers. Kate was wrong. Gwen's fear really was gone. She wanted to live for herself. Live freely!

When she got to Kate's home, Gwen was going charge her dead phone, she was going to load up pictures of Kate, and she was going to masturbate to them in the bathroom. She knew exactly the pictures. A trip to the waterpark. A skimpy bikini. Hnnngh!

Kate had worn it on a dare, and within fifteen minutes, security had asked her to put on a shirt and shorts or leave--but not before she and Gwen had run to the wave pool and snapped pictures of Kate's wet body in a slightly translucent bikini. Her nipples had been clearly in view. Her pussy lips too. And from behind, well, there wasn't even enough thong to see. It'd simply flossed her buttocks, disappearing into the depths of her incredibly fit and round ass.

They'd taken the pictures for Kate's boyfriend, but Gwen knew they were good enough for any amateur porn site, and she hadn't deleted them. They were still there, deep in the gallery from this summer--Kate bent over, her breasts overflowing their cups, her big wet booty inviting cock.

Gwen gently bit her lower lip. What an exhibitionist slut her friend was! It was so hot when Kate flaunted her amazing body. Gwen felt jealous of that too. She loved her own sexy looks, but she felt so fragile and svelte, while Kate was robust and breasty and strong. The thing Gwen felt most proud of her was her own butt, which was fit from cheerleading. She wore simple, tight white panties beneath short skirts, hoping to feel as half as beautiful as Kate.

What did people say? Fear was an aphrodisiac? It was fucking true! Witnessing a real life werewolf had triggered so much lust in Gwen. She loved looking hot, but that was about being popular. Tonight, for the first time, she felt overwhelmingly horny. It was so filthy to imagine, but what if Kate caught her? What if Kate opened the door and found Gwen with her fingers buried in her snatch and Kate's nearly naked body shining out of a phone screen?

What if the werewolf brought this lust out of Kate too? What if she kissed Gwen? What if she groped Gwen's aching pussy? What if they stripped naked? What if she pushed Gwen into the shower, totally nude, and they made out while fingerbanging each other in the first homosexual encounter of their entire fucking lives?

Gwen was so aroused, her pussy began to hurt. She was sweating beneath her clothes and soaking her panties. Belatedly, she realized that she might be gay.

No, wait. Some small part of her--that worried straight little woman in her brain--corrected her. She was becoming gay.

Somehow, she managed through the haze of arousal to put together a final plea to herself. You might be changing. So be fair to Kate. Tell her what's happening.

"Kate--" she whispered, hearing her own voice as if she were booming.

"Don't talk," Kate whispered harshly, the smells of aggression and fear wafting out of her armpits, her nipples, her crotch and her ass.

Somehow in the moonshine, Gwen could pick the sources of Kate's smell out of the air, and even these emotions smelled wonderful. Kate reeked of sexual attraction. She was dominant and feminine. The only smell with similar markers came from the line of cum still drying on Gwen's shoe. Ms. Chase was a girl for sure. Her spunk stank of fertile womanhood.

Gwen hesitated and nervously licked her teeth inside her mouth. Her incisors--now her fangs--were longer than they ought to be, weren't they?

But the urge to talk to Kate was dwindling. Gwen was frankly afraid of pissing off this beautiful girl, and if the mood was kept level, then maybe they'd still have a bathroom encounter tonight. Her pounding, aching pussy made her do it. Yes, that was it. Gwen had to take whatever chances she could to satisfy this growing lesbian lust.

Is this how boy's felt when they went with Gwen to movies they didn't like, just hoping for a fuck? Probably. She smiled, and with her free hand, she surreptitiously reached between her legs and rubbed her clit. Oh holy fuck--

She stumbled, but yanked her hand out of her skirt and caught her balance before she fell out of step. Her pussy was swollen and sensitive and she felt like she was edging herself just by walking around in these tight wet panties. That moment of touch had been like lesbian lightning ripping up her vagina and into her belly. In fact, she could feel her clitoral tissue still pulsing--all of it, even the bulbs flanking her vaginal walls. Parts of her inner genitals throbbed to her heartbeat. They all felt aroused--an alien but welcome pleasure.

She watched Kate's humpable ass wiggling and jiggling, waiting to see if Kate had noticed her brief attempt to masturbate, but Kate didn't react. She probably couldn't smell the stench of pussy all over Gwen's damp thighs or her sopping free palm.

Gwen didn't even care though. Touching herself was unnecessary. After a minute or two of this sapphic mood, she'd cum right into her panties. Guaranteed. And if she had it her way, she'd cum right behind Katie's gorgeous ass.

She started to fantasize about kneeling behind Kate, spreading her friend's hot buttocks and lapping at her fat pussy and tight little asshole. Gwen hadn't seen her friend's genitals fully exposed, but she'd gotten very close. She could almost envision that cunt, and it made her so hungry for gay sex. Her tongue felt long, full and loose. Her mouth was flooding with saliva.

Then she felt something new happen inside her tight little pussy. Her clitoris and her bulbs became more erect than they'd ever been. They swelled. It was a subtle change, but it was something new--a degree of arousal she had never felt before. The bulbs--those erectile tissues flanking the walls of her vaginal canal just behind her labia--began to expand towards one another, almost flowing loose of their natural positions behind her pussy lips. It was as if they slid backwards into the available space, giving her the very strange feeling that deep in her pussy, she was being filled up with swollen, throbbing flesh.

It was a welcoming, thickening fullness inside her cunt, and Gwen encouraged it. She imagined tracing Kate's hips in her hands. She imagined pushing her swollen groin into Kate's teen booty and drawing Kate's waist tight to her belly. She imagined gently dry humping her best friend from behind, encouraging Kate to fall to her hands and knees, so that Gwen could mount her rear and grind her aching crotch into those big soft asscheeks. She imagined clambering up and laying on top of her best friend and reaching around and slowly groping those magnificent tits--

Aaaah, hnngh! Thinking about all this hot lesbian humping was making Gwen painfully horny. She could feel the bulbs changing, her erectile tissue pushing together so tightly that the deep walls of her pussy were melting away. The bulbs must be fusing. The flesh behind her clitoris was being pulled back with them. Beneath her human exterior, her inner clitoral tissue blossomed into an aching flare of lesbian arousal and sank into the depth of her groin to grow.

There were no doubts in Gwen's mind now. Something had happened when Ms. Chase scratched her, and it felt so good. Full, throbbing, thickening flesh pulsed inside her aching pussy, pleading with Gwen to fuck Kate--somehow, fuck this beautiful blonde cheerleader!

Gwen could feel her inner genitals twisting and changing. Two fat girls dropped into place at the base of all this shifting, developing lesbian arousal. Two dense, swelling ladies! Gwen loved them and adored them, wished them well as they took their rightful role in the sexual metamorphosis, growing tight in the cocoon of her sweating pussy!

Some little instinct of modesty and heterosexuality tried to intervene. Gwen found herself walking with her legs closer together, as if she were trying to hold in the secret growing in her vagina. Once, just once, Kate glanced back at her--angry at the slowed pace--and she tugged her along. Gwen's clearing eyes and sharp nose sifted through those brief details.

See better by this silvery light, Gwen.

Kate's beautiful, elegant face--now revealed as a mask of sexual arrogance and barely contained, almost nymphomaniac lust. She was like any other beautiful teenager, horny as hell. Kate's immense, perfect breasts, swaying in her bra--revealed as the slut's pride, heaving and huge-nippled and stinking of pheremonal fertility.

Smell her pheromones, Gwen. They're Kate's messages to the world. To potential mates.

Some worthless man had coveted Kate. He had kissed her, that was obvious now, inspiring Gwen's disgust and aroused anger. Kate dressed to make a hundred men beat their dicks raw, relieving the tension of their barely controlled urges in showers, stalls, and bedrooms. She advertised nudity, dominance, and a secret lust to drink cum with every hole.

But to Gwen's intense satisfaction, she knew in that moment, Kate was still a virgin. The lines of fear said it. The smell of pheromones confirmed it, now that Gwen's bestial lesbian instincts were developed enough to decode the signals.

Kate might have a boyfriend, but Gwen could still be Kate's first fuck!

And that knowledge did what no other fantasy had done. Arousal poured into Gwen's already full pussy, and all that hot lesbian meat inside her vaginal canal was suddenly filling her up to massive proportions. It surged a little further down towards her vagina with every step, growing stiffer and hornier with every pounding blow of her heart, and within seconds, her groin filled up tight, like she'd been stuffed beyond her capacity with Ms. Chase's big beautiful werewolf cock.

She was enthralled by the sensation of her changing body filling up her vagina from within. She felt like her cunt was about to explode, but her thighs were close together and her aching pussy lips were wrapped tight in her panties, and they were just barely enough to hold it all in...

And then Kate tugged at her arm again and whispered fiercely, "Gwen!"

Gwen stumbled. She took too far of a step to try to catch herself, and her thighs spread too far to keep the muscles tight. The raging lesbian flesh inside of her heterosexual vagina slammed into her labia from within and made them bulge. Oh, how her pussy lips bulged, instantly filling up the crotch of her panties with an extra half inch of sweltering snatch. And with a kind of inevitability, Gwen knew she could either help this happen, or it'd happen in an uncomfortable way--and to be frank, she knew she wanted this already.

"Wait!" Gwen shouted, not bothering to hide her growing fury. Kate ignored her. She tugged back harshly. She had to stop here!

Kate swung around, wrenching her arm away, and in that moment of twisting, Gwen tried to hold on, digging in. On Gwen's middle finger, just behind the nail, the beast had already begun to form, and in that sudden grip, the very tip of a black claw sliced out from under Gwen's fingernail and slashed across the back of Kate's wrist. Kate yelped, but when she looked at her forearm, there was no wound visible by the dim light, and her mind reeled with the possibilities.

Gwen didn't give a shit about Kate's fear. It was time to show her best friend how she really felt. She squatted on the path in that meadow, spreading her legs broadly, lifting up the hem of her skirt to see her own bulging pussy packed into her panties.

"What are you doing?" Kate asked, mortified.

Then Gwen grabbed the hem of her underwear and violently tugged them down around her knees, not even bothering to remove them entirely. They stretched between her naked thighs, helping her hold her squat. For that brief moment, Kate could see Gwen's ruddy, overstretched camel toe bulging, sweating, and glistening in the moonlight.

"Oh my God!" Kate shouted.

Gwen grabbed her knees with her hands for stability and tensed her core. Her tiny skirt fell back over her aching human pussy and hid almost all of her lovely buttocks, leaving only the slightest hint of their round curves peeking from beneath the cloth. She focused her attention on her vagina, summoning all the strength in her kegel muscles for the first and most difficult push--

"Stop!" Kate shouted, as if mere words could dissuade her friend now.

Gwen groaned, heaved, and pushed. Her labia spread open between her legs, her dilating vagina pointing down towards the ground. Pussy lips tented in perfect sexual agony, forced out by the swelling stiffness of almost cumming meat. Her inner lesbian crowned her gorgeous little virgin vagina, stretching the human pink of her labia minora to their utmost, readying herself to be born. Her straight clit danced along the edge of orgasm.

And staring at Kate with an immense, gay hunger, Gwen whispered, "I don't want to stop."

She let out a cry of pleasure, a sharp shout of joy, and with a loud, wet rip of flesh, her cunt cummed open to unleash that pressurized girl pipe, labia minora spreading until the seam tore, clit cumming, backed-up pussy lube squirting free around the edges of her ripping vagina while she gave violent birth to the flared head of a werewolf's gigantic cock.

Lube spattered on the sopping crotch of her stretched out panties, dripping off her new dickhead. Lube ushered an entire inch of veiny shaft out of her tearing snatch, pushed along by another wave of pussygasm. She clenched her knees hard and squeezed with her whole body, right down to her diaphragm. Her girl cock was very girthy, equally as thick as Sylvia's, and because of how it'd incubated, her dick was almost totally trapped inside her tight Asian vagina.

Kate covered her mouth. It was unreal. Even a scratch was enough to spread the curse.

Gwen shook with effort, and with another lurch of shifting inner flesh, three more inches of a werewolf's massive penis punched out of her pussy, spreading her labia wider and tearing them further along the seam of her cunt. The split in her human genitals was nearly touching the bottom of her pussy mound. The shaft of her cock was absolutely kissing the underside of her human clitoris. Deep inside her vaginal canal, she could feel her fat pair dragged down by the base of her everting genitals, two big furry girls soon to emerge into moonlight!

With the help of her squat, she'd forced the cockbirth of five immense lesbian inches. Now the stiffness of the monster's erection was lifting the flesh of her clit up and out, hooking her humanity over her pussy-bursting breadth. For the first time, her massive cockhead touched against the hem of her skirt, catching and lifting it almost half an inch.

Subtle as it was, Kate still reacted to that bulge in Gwen's skirt like she'd been bitten by a snake. "No!" she shouted, taking two steps back. "You didn't scratch me!"

Gwen grimaced with bared fangs, re-adjusted her squat for the new angle of her emerging cock, and answered Kate's shout with a massive groan of pleasure, a clench of shifting muscles inside her, and the long wet slurp of pussy lips being stretched around and scraping along four more inches of increasingly thick dick. It was like being fucked by the biggest dick on earth, while simultaneously using the biggest dick to fuck the tightest wettest vagina on the smallest little cheerleader alive. It was glorious and perfect and her clit sang its joy as it bumped along inch after inch of newborn cock. The strength of her shaft was pulling her pussy lips thinner like sheets of rubber, making her clit the lynchpin on an increasingly distorted pussy mound. Her cock slid down and out until her glans peeked out from under the hem of her skirt, a fist-sized crimson cockhead of her very own. The fabric of her uniform hung off her huge shaft like a wet napkin dangled over an arm. The sheer shape and scale of her suckable shewolf dong was absolutely obvious now, and it couldn't be denied any longer. Nine inches so far.

Kate took another two silent steps back, horrified.

"I'm giving birth to a werewolf," Gwen said to Kate, feeling nasty and horny beyond all reason. "Look at me. Erect because I couldn't stop thinking about fucking you up the ass." She shuddered, and her cock waggled in her tented skirt. "There's more still inside me."

Kate was clearly panicking now, her eyes wide and shining in the silvery light. "You didn't scratch me!" she shouted, her words echoing off the pitiless trees. "You didn't!"

"You can stay if you want to see it now," Gwen said, "or I can show you later."

Kate turned in one swift motion and sprinted down the path towards her home.

Gwen shouted after her. "Your wolf will want to see my cock!"

Kate heard her. She ran faster. Gwen didn't care. She'd spank that amazing ass later.

Another audience was already near. She could smell her, and Gwen wanted to show her how she was measuring up. Still holding her squat, she strained to become even more erect as the wolf and to empty her pussy as the human. Another inch of cock jerked out of her cunt, making her squeal with another wave of pussygasm. It was so much harder to give birth now. Her girth was simply too thick even for her half-sundered snatch to encompass. All of the flesh of her little vulva was now being pushed outwards by that giant flesh-red dick. At least her cockhead was fully revealed, the classic mushroom cap of hot penis jutting out of a lewd foreskin.

Ms. Chase--Sylvia--bounded up quietly out of the darkness, loping on all fours in a hybrid stance suitable to her lithe and long werewolf stature. She circled once around Gwen, finally coming up off her arms to stop in front of her, then standing tall like a woman ought. She was unashamed of her body. Her big black cock was still half-erect after so recently tearing out of her pussy. Her fat balls dangled against the backdrop of her thighs. Her huge breasts were dripping milk.

"I scratched Kate," Gwen said.

Sylvia smiled and nodded. A turn of her head suggested a question.

"No, not yet," Gwen said, "Kate is my first fuck. Our first fuck."

Sylvia's half-chub cock began stiffening into a complete erection. She understood the erotic promise. Gwen wasn't going to have sex with her yet, not until they both could have a threesome with the third shewolf.

"But I want you to watch," Gwen said, before gently biting her lower lip with her fangs and arching her chest to push out her breasts. Body language was the language of the wolf. Gwen could feel it now, the knowledge burning through every muscle.

Sylvia reached down to her massive cock and she started to rub her cum-sticky foreskin, peeling it back off her cockhead.

Gwen answered that question too. "Go on, you hot slut. Cum on me once or twice."

Sylvia started to masturbate openly, and Gwen watched each stroke lovingly. The way Sylvia's nuts jiggled with her jerking. The way her foreskin slid up and down her shaft. The way her huge breasts jiggled against her masturbating arm and the involuntary wriggling of her hips--oh God, Sylvia was second only to Kate! She was so beautiful!

Gwen felt her erection growing somehow even tighter inside the last of her snatch. Her own cunt would soon be destroyed. Goodbye straight pussy then. Hello gay cock and gay balls.

She adjusted her squat one last time, her little legs shaking with the effort to fully erupt. She strained, moaning with frustration but unrelenting in her push to be born--then in one slow, almost painful thrust, one more inch of cock forced its way out of her labia, allowing the base of her cock to nearly slide into position--and surprise! She felt her two fat girls surging out of her vanishing vaginal canal and dropping into the space behind her tented pussy lips, instantly filling her sweating labia until they actually fucking hurt! God, her pussy was bulging!

They were so huge, holy shit, and her pussy was far too small for them, even when her vulva was split along the seam--and oh God, she still had one more inch of cock about to grow, and her cock was pointing straight out from her body, her skirt falling down her shaft to flash Sylvia every fucking red inch, and her tiny little human clit felt like it was about to be torn in two by the sheer size of her massive erection--

Sylvia started to fondle her own balls with one hand while she jacked off with the other.

Squatting as deep as she could manage, nearly screaming with the spread of her legs, Gwen closed her eyes and begged for her clitoris to accept annihilation and cum to pieces. Oh God, almost there, almost ready to give birth. She could feel her labia spreading open over the final mass of her genitals, those two big soft babes that'd waited until the very end to be born--

Gwen screamed in pain and pleasure as her tiny Asian pussy ended with a massive meaty rrrrrrrriiiiiip, labia tearing to tatters and clit giving way to lesbian cock. Cumming, she squeezed two huge black werewolf balls out of her bursting camel toe, her heavy gay nutsack flopping out of her shredded pussy just beneath her beautiful squatting butt. Simultaneously, the last inch of cockshaft surged up and out, halving her clit with a final annihilating orgasm, sundering the rest of her vulva up through the top of her ruined mound.

The orgasm of labial destruction pounded through her big black balls and up into her rear, and her squeezing prostate cummed. The joy of clitoral annihilation surged up her arm-thick, foot-long crimson shaft, tracing her naked cock out of her big furry bush and up her wet, veiny foreskin. Her pussy was completely destroyed by the werewolf. And oh God, yes, yes, I'm finally a girl with a huge cock and huge balls and I'm cumming, cumming, cumming!

Gwen blew her first load almost six feet in the air, droplets of white cum sparkling in the moonlight before spattering on the soil to stink of jizz and lust. She was quaking. Her hot girl cock was bouncing. Her second load shot up and splashed thickly across her little titties in her cheerleader uniform, painting her straight breasts with lesbian sperm. Some of it splashed onto her throat and chin. She reacted instinctively, catching her massive, flared cockhead with both hands and pushing it down, holding it through orgasm after orgasm, accidentally hosing down Sylvia's furry feet and shins with the next two ropes while she gingerly held her massive newborn cockhead in her small feminine hands and emptied her newborn balls.

Her damp panties had fallen down around her ankles and onto her shoes. She dropped to her knees and blew her last few sticky loads right into the stretched out crotch, right where her cunt had been only minutes before. It turned her on immensely, the symbolism of the conquering cock soiling the panties which had once caressed her pretty little pussy. Even when she was done, she remained rock hard.

Gwen stood. Semen ran down her crimson cockhead, slowly running onto her foreskin. She caught some with her fingers and put it in her mouth. The taste was amazing. Sweet, salty, and rich with lustful pheromones. The flavor suffused her belly and chest. The sexual ouroboros of swallowing her own cum made her small breasts burn with lust despite the sudden chill of semen soaking into her cheerleader's uniform. Her nipples stiffened and swelled.

She pawed at her petite B-cups, remembering when Sylvia tore off her human nipples to release the milking werewolf within. So hot! Gwen's own nips were still too small to be separated from the inner beast, but not for long. She just needed to get rid of this constricting, tiny uniform. She clenched her breasts in her fingers, hissing with pleasure when she felt the wolf's inner tits responding to her grasp. They swelled under her palms, jamming her human nipples into the cloth of her cum-stained uniform. Then she yanked!

And her cheerleading uniform tore open down the middle of her chest, peeling in a sticky layer off her ruddy, throbbing little breasts. She ripped it back to her armpits, baring her ruddy, hot little breasts and her rock hard, bright pink nipples. What remained of her human sexuality was naked and gorgeous. She arched her chest to Sylvia, showing her the delight of her little human titties. They were suckable, round, and perky to the point of being a little sassy.

Yet when she took a breath, something more than air was drawn in. Energy from the moon spread through her like the heat of her cum, growing hotter and thicker and meatier, and with every single breath, her breasts swelled a little more and never shrunk back. She peeled off her uniform, tearing it from her shoulders and arms and throwing it on the ground. Only her skirt and shoes remained, the former being held up by the throbbing erection of her growing inner beast.

She curled her fingers into the position of claws, threw her head back to the sky, and she strained to grow! Change me moon! Fill me with a monster! Replace me with the gay beast! Unmake me and let the wolf become the true Gwen! Let me hatch out of this awful tiny skin!

Soft, wet cracks of bone snapped in her face. The broad shape of her nose flattened, her chin flattened, and then all of her muzzle began to gently extend. It was less than half an inch of transformation, but the protomuzzle pushed her teeth against her beautiful lips, peeling them back and baring her slavering fangs to the sky.

Huge black claws tented and pierced her dainty fingertips. She sank her claws into the back of her left wrist, and with a slow, wet yank, she peeled the skin off her left hand like a glove and found the werewolf within. She raised her freed hand in front of her face. Black fur and black pads, swelling. Over a few seconds, her hand grew monstrous, fingers and palms lengthening to match her long claws. With this left hand, she dug into the dainty human right hand, and she yanked off the skin like it was latex. Immediately, her right werewolf hand grew to match.

Gwen grasped her swelling human breasts and squeezed again! She was a C-cup now, visibly growing larger and larger. She massaged her tits with her werewolf hands, bending over a little, tugging and encouraging arousal. Soon she grew to a D-cup, but the depth of her cleavage remained the same. Then DD-cups. Her nipples and breasts were so sensitive, sweating and hot in her own grasp. Her breast skin was growing tighter. Her cleavage was starting to shrink, and it felt wonderful! Her cock stayed hard, anticipating what was soon to emerge! It felt like she was masturbating with her tits. It felt incredibly monstrous and gay!

While she played with her aching breasts, she could feel her face cracking. Her protomuzzle extended to almost an entire inch of depth, becoming more bestial and broad.

She tugged at her human nipples, jerking them off like tiny pink erections. Her breasts were now much larger than her werewolf hands, rapidly approaching the size of her human head. Pink, stretched areola peered out between her fingers, jutting rudely. The remaining depth of her cleavage slowly disappeared. She kept tugging, experiencing bolts of pleasure that shot deep into her chest and made her breasts glow with sexual energy, like big swelling cauldrons of throbbing lesbian arousal. And now as they grew into F-cups and beyond, she knew without a doubt--her human skin was long since filled beyond capacity, her human breasts stretched out like meaningless balloons over her inner werewolf chest, and still she grew.

While she played with her breasts, her horny rear began to change. The pain of arousal in her prostate was overshadowed by the throb of her crackling spine. With a string of wet pops, she felt her vertebrae shifting and muscles swelling, momentarily making her bend her back while she yanked at her breasts--then she straightened her back, and the extra length of her tailbone slid down beneath her skin, right down between her buttocks.

Oh fuck! Her ass was instantly full and deeply aroused. She groaned, suffering an intense pressure, an insistent pounding of nascent werewolf behind her asshole. She felt like she had moments before giving birth to her glorious werewolf cock and fat werewolf balls.

Gwen fell to her knees, still clasping her oversized chest. She pressed the balls of her feet into the soil, feeling her heels pop out of her shoes and grow, stretching her feet inside her socks and skin--then with generous wet rips, her socks and feet split at once, and a mess of flesh and cotton peeled back off her growing werewolf feet. She kicked away her shoes, revealing her black fur and immense claws. Around her werewolf ankles, the empty skins of her human feet dangled with half ruined socks still stuck to them.

Now all she wore was a skirt, barely covering her rump and sexy cheerleader butt. It certainly didn't hide her massive furry balls, jiggling between her thighs and below her ass. If anything, her skirt only drew attention to her cock as it bobbed against her belly, holding up the pleated and girly garment across a footlong flagpole of girl penis.

Just above her cockhead swelled the last heft of her mighty breasts! She could feel her werewolf nipples now, matched one to one beneath her human nipples. Her heaving breasts were bound insanely tight beneath a turtleneck sweater of human skin. And she hated how good it felt. She hated how erotically it ached! She hated her humanity!

Gwen couldn't stand her human breasts any longer! She needed out! Out of her face! Out of her boobs! Out of her butt! Her human nipples hurt because they couldn't fucking cum!

She grabbed big handfuls of soft breast, palming each nipple and pushing them together, and then she sank her claws into the center of her chest where her cleavage ought to be. Where it was, but only within her skin. Then dragging, cutting and peeling back, Gwen ripped open her chest like a t-shirt! Human nipples were raked to cumming shreds by werewolf claws, peeling the skin off of thicker, redder werewolf nipples beneath, and then she yanked her arms back, loudly tearing her chest open from collarbone to belly button in one fell swoop.

Black furry breasts spilled out of her human skin, bouncing wildly as they spread out in front of her, just broad enough to bulge beyond the sides of her little chest. She rubbed her fingers rapidly across her naked werewolf nipples and felt her massive boobs cum again, making her shudder and grimace and squeak with joy. They were such large titties, and they were hers!

Gwen wished Kate could see! Soon, she would make Kate see! I'm a big-breasted girl too!

Then Gwen felt her tight ass pulse with sympathetic pressure, and she knew the end was nigh. She fell to her hands and knees and pushed her ass up in the air, trying to bare her asshole above her balls. There was a crack of bone in her lower back, and Gwen squeezed instinctively. Her tailbone slid further beneath the skin of her crack and thrust against her sphincter, tenting it!

Sylvia circled around behind her, still beating off to the destructive transformation of an Asian teen. She wanted a view from behind for one of the best parts!

Gwen's sphincter didn't stop tenting! If anything, the pressure grew more and more! It was even worse than the pressure she'd felt in her pussy. Her butthole was that much tighter. But the sapphic wolf within wouldn't be denied her birth through every hole of straight Gwen! She grabbed at her buttocks and spread them as far as she could manage. It still wasn't enough. She bent over as far as she could manage, balancing by holding onto her muscular ass cheeks and bringing her head low to the ground. Her ass was bent over, as round as it could ever be, her buttocks spread as far as they could go, her knees and thighs brought tight together.

Beneath her tented, throbbing little butthole, the spread wreckage of her pussy lips ringed the base of her huge werewolf cock and balls. Her thick crimson erection was angling slightly towards the earth, completely visible by moonlight. Her prominent black nutsack made her petite Asian butt look amazingly fuckable. Sylvia beat off harder and harder.

Gwen could smell the heady stench of Sylvia's giant penis and potent cum. The monster that'd lurked inside her teacher was jerking off over her straining, aching, tented butthole! Ugh, the thought of it encouraged the pressure more, but somehow the pressure was never enough, and it seemed impossible to relax her asshole. The werewolf would simply have to tear its way out!

One grotesque crack of bone shot out through the night. Gwen's sphincter tented almost three whole inches, raising the flesh inside her crack up with it. The anal pressure was critically high, just shy of an anal orgasm that would destroy her humanity--

Sylvia couldn't help it. When she saw Gwen's unborn tail thrust into that little woman's asshole from within, she couldn't keep edging. She jerked her foreskin back twice, cumming with anal desire, and she jizzed over a half-transformed cheerleader's straight little rear.

The first gush of cum sprinkled across Gwen's sweaty ass cheeks, and she shouted in shock! Sylvia aimed her dick down. The next gush painted Gwen's tender asshole in hot lesbian spunk, filling up crack between her buns with sticky love. Gwen's shout rose to a scream! Then Sylvia fired her third and fourth loads right into Gwen's big sexy ballsack, and Gwen's scream turned to an outright orgasmic howl!

Gwen had been cummed on! Her butt throbbed. Her asshole rose, blooming in the heat and slick of Sylvia's cum. Her gay balls were slimed in the most homoerotic cum! Oh fuck!

Her surprise and arousal turned into a big lesbian buttgasm, and her butthole cummed! She squeezed and quaked and howled and forced three slimy inches of a black werewolf's tail to rip out of her anus and into the night air, dragging strands of cum across her wet fur!

She was a buttcumming slut queen! Her assgasm savaged through her rear and tore through her prostate. She cummed again and squeezed three more inches through her tight little sphincter, and the anal orgasm blasted out through her belly and into her balls and breasts. She cummed again, quaking as her body crackled and swelled beneath her skin, and she pushed four more inches of tail out through her butthole and between two increasingly muscular asscheeks. Her veiny cock edged ever upward towards an orgasm of its own.

Sylvia stepped back, gently rubbing her cummy cock and watching Gwen hatch.

Gwen quaked and shook. Her howl died away, her breath becoming ragged panting. Her muzzle grew another inch while she forced, inch by slimy inch, another foot of the werewolf's tail to fuck its way out of her straight booty. She was expanding all over, growing longer and stronger, and all over her, skin grew tighter and tighter! Summoned out of her by anal birth, the werewolf within was threatening to destroy the rest of the Asian cheerleader in an orgy of ripping skin!

By now, the skin of her crack was raised over the strengthening wolf's tail. Her buttocks were swelling to feminine sizes that would rival Sylvia's. Though Gwen's werewolf was shaping up overall to have a more slender frame than Sylvia, her ass would not be smaller. Bit by bit, her expanding rear grew to match her immense breasts, pushing bit by bit out from under the hem of her increasingly irrelevant cheerleader skirt.

Tail came out the top of her skirt. Butt came out the middle. Cock and balls came out the bottom.

Two and a half feet of tail was born. Three feet. It was immensely pleasurable. Every inch stretched out of her dilated asshole, and the pressure was growing again. Her sphincter was stretching up, hooked tight over the tail. It was starting to hurt in a way that Gwen liked--that Gwen knew proceeded the ultimate violation of yet another of Gwen's straight little holes.

Three feet of tail. The anal pressure was now making her hateful. Three and three inches. She felt like the werewolf was stuck in her skin, pleasure and pressure and pain blending together into a storm of desire. Sweat was running in rivulets off her skin. Out, she needed out!

She squeezed with inhuman strength to push out the rest of her tail. One more inch. Her voice cracked, a low sound rumbling beneath her generous breasts. Her cock clenched, slapping into her torn belly. Her ballsack shook with the effort, her tail casting a shadow in the moonlight over her big testicles. Her claws clenched her huge buttocks, spreading them with an almost violent force. She groaned again, yet another werewolf growl, and one more inch very very slowly cracked and grew, lifting most of the skin of her human ass up, tenting all of her rear.

It felt quite like she was trying to push an entire werewolf out of her asshole, but she couldn't make the big lesbian's buttocks fit through her white-hot, teeny-tiny hole! This butt birth would have to destroy Gwen. Look at her! The speaking, beautiful teen, half-shredded and stretched over the increasingly lupine shape underneath her skin. Soon, she would be little more than tatters surrounding a big-dicked howling shewolf. Time to be born, you lesbian butt slut!

Time to cum and become! Here she is! Yes! Ripping out of my butthole, the beast cums!

The werewolf shoved her tail out of Gwen's asshole with one violent clench of all her muscles, and her sphincter gave up the ghost with a long rip like tearing leather, lesbian tail splitting her Asian ass in half. The destruction of her butthole was an assgasm that scorched through her, burning away the last vestiges of humanity beneath her skin. She was no longer a schoolgirl hatching a werewolf. She was a werewolf shedding a schoolgirl. And that werewolf's buttgasm bellowed up through her mighty chest and turned into a brutal howl of victory!

Her tail stood tall from her ripping rump, showing its base just behind her hips, the rightful position for a wolf's tail to be. It stood straight and tall like a black flag while Gwen hooked her sundered sphincter with her claws and yanked her butthole open, peeling her human ass off the werewolf's big booty in three quick wet yanks. Her human taint split, revealing that her pussy was truly gone. From nutsack up through asshole, there was nothing but lesbian taint there. Her upward tear surged up over her rump, reaching the small of her back. The torn flesh of her human buttocks popped back around her hips, bunching at her waist. She had peeled open Gwen's little ass like torn shorts and revealed the big werewolf ass within.

Her freed butt cummed, and she let go of her ass and grabbed onto her rock hard erection, wildly beating off. Still howling, her back cracked, shifting. She curled over her dick, draping her breasts over the head of her penis while she worked the shaft, pushing her sensitive foreskin into the warm wet cleavage of her gigantic werewolf tits while her nipples and breasts bounced around her cock. Her face grew tighter, her inner muzzle stretching out her face until she could feel her human eyelids pulling very slightly away from the animal within. She closed her eyes and masturbated and sang her victory to the stars and the moon!

Her back expanded again, curling her over further as she jerked off between her breasts, and the tear at her rump slowly and wetly propagated up her spine, right up to her shoulder blades. Like a butterfly in a cocoon, Gwen squirmed while she masturbated, pushing more and more black furry werewolf back through smoothly parting curtains of human skin. Her human scalp was stretching tight against the back of her head. Her gorgeous little hairdo was soon to be shed. The tear burst up through her shrugging shoulders, right up to the nape of her neck, and still she rubbed her cock and titfucked her own chest. Closer, oh God yes, closer! Her balls were flopping. Her veiny meat was throbbing. Her breasts were slapping on the sides of her cockhead, and she was so close to cumming. Just a few seconds more!

On the edge, out of control, she started thrusting her hips, curled over as tightly as she can, maximizing the contact between her breasts and her big gay dick. The tear crawled over her neck, up into the part of her hair, and in a slow, wet nightmare of peeling scalp, her humanity split open right up to the crown of her head. She was thrusting, fucking her own big tits--

Fuck them, oh God, titfucks are amazing, fuck, fuck, fuck, oh FUCK, it's here. YES. I'm cumming with my big girl dick and it's the best moment of my fucking life, goodbye pussy, goodbye humanity, goodbye heterosexuality, hello werewolf, I'M CUMMING--

From the moment she'd shoved her tail out of her asshole, she'd been building towards this orgasm. From the moment she'd lost her humanity, she'd been singing about this moment. Her howl was a swansong for her old life and an orgasmic celebration of the new!

She orgasmed hard enough to blow sperm up through her cleavage and into her stretched human face. She orgasmed so hard that she couldn't even keep masturbating. She couldn't control her body. She grabbed the earth with claws and cummed and cummed, blasting an immense load of hot smelly wet sperm all over her magnificent werewolf breasts and on the soil, cock and balls flopping beautifully while she quaked uncontrollably, and she whipped her head up violently, howl redoubling, as the werewolf forced her head through Gwen's face--

And the sweet little face of the cute Asian cheerleader, already soiled in giant smelly globules of lesbian semen, was split in half with one last meaty rrrrrrip, lips snapping as a werewolf muzzle surged out of her tearing mouth, nose splitting, forehead splitting, chin flapping away as empty skin, and the shocked and surprised schoolgirl she had been peeled off her werewolf head, revealing her pointed lupine ears, her emerald green eyes, her massive baying maw howling at the moon, and a spilling mane of black iridescent hair, shimmering with a dim greenness that only a werewolf could hope to see. She was beautiful and feminine and perfect, and she felt complete as she quaked and cummed with a woman's cock and a woman's balls!

The shaking and flexing of her muscles helped loosen the last of her skin, now slightly torn and slipping off her beautiful body. Her howl died away. Her orgasms slowed to aftershocks, to pulses. The skin collapsed on the soil around her, having been split in half along the seam of her spine from tip to tip. The weight of it peeled it off her belly, briefly catching the flesh over her mostly hard cock. It slipped off wetly, slimed with the last of her dripping cum.

The skin on her arms sloughed off easily, already burst in several places by her athletic werewolf build. Her damp skirt was barely holding onto her skin at her waist. She cut free that last memento of her humanity, and she admired her penis and testicles. Leg skins peeled down to the ruins of her feet, piling in with the skirt and the tattered remains of her long gone pussy and human asshole, and she kicked them off like overstretched and ruined hosiery.

Then she rose from the shed pile of human flesh, the big black werewolf! She stank of pussy, ass, cock and cum. She was Gwen, but not the Gwen that had gone to school that day. The old heterosexual Gwen was gone forever. This was a new homosexual monster, dominant and female and gay, born out of the sexual destruction of that little woman.

Sylvia was watching raptly. She smiled her werewolf smile. The scratch had worked!

Gwen, the lesbian monster, stood almost half a foot taller than Sylvia, but they were almost identical in ass size and cock size. Sylvia had the obvious advantage in breasts, but Gwen was the clear winner downstairs with her slightly bigger balls. Gwen felt satisfied. They were equals. Considering the cum stuck to her nuts, they were already lovers. It felt right.

She put an arm around Sylvia and stood beside her to watch the full moon for a moment. It felt warm and invigorating, that unfiltered silver light, and she knew that soon enough, their energy would return--as would their insatiable libido.

They snuggled, having in a sense only met tonight, on the first night of their lives. Sylvia felt soft but strong beneath Gwen's grasp. They groped each other gently, happily exploring their shared homosexuality. Breasts were cupped and petted. Cocks were lightly tugged, half-hard, in idle handjobs. Sometimes, they carefully licked cum off each other's fur. Maybe the nastiest moment was when Sylvia took the time to lap the sperm off Gwen's big tasty balls. That almost made her totally hard again. But they'd cum enough for about the next hour. This was more about intimacy than sex. They were girlfriends of the moon. They trusted each other. They could be in each other's most private places, kissing and cleaning and loving.

After they had relaxed, they started on down the path, leaving behind a pile of clothes and skin. They were off to see their future beloved, to ensure that she had a happy birth.

Gwen smiled happily. See you soon, sweet Kate. I'm free now, and you'll be free soon too.

--

See You in Part 3 - Kate's Big Werewolf Problem