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This story commission was written for Willow by Jeeves. It contains F/F sex between consenting adults, transformation/flattening, and lots of paw-play related fun. :3

Anything for Her Paws

"With all the time I spent bare-pawed, you'd think they'd last longer..."

Willow pouted as she cuddled up next to Zoey, the two friends red faced and beaming as their paws stretched out in front of them upon the futon's extended lower form, bare and with soft fur and pads gently rubbing against one another. In one of the basenji's hands she held the offending object in question, a shoe. A shoe which she was showing off to the black and white tuxedo cat, nodding to its worn insole that was practically falling apart.

"It's awful. Are you gonna have to wear those while you go get some new ones? Coz... I don't want your feet getting sore. That'd be criminal."

Zoey gave a soft whimper as though physically hurt by the very idea of any harm coming to the other woman's footpaws. She rubbed her feet ever more tenderly and with unabashed affection against the dog's own, and giggled as Willow arched her feet, splaying out her toes and using her digits to briefly tickle the padded sole of the feline woman's own paw. Far from jerking instinctively away from the light but still unbearable ticklish sensation though, Zoey snuggled closer to her friend as those sensations rushed through her. Her face grew redder, and when after just a few seconds the tickling ceased, she let loose a breathy gasp that was somewhat ragged and laced with undeniable excitement that went well beyond what a little tickling alone should have provoked.

Grinning from ear to ear as she regarded the cat and the way her paws already had Zoey captivated and increasingly worked up, Willow nodded and frowned for a moment as though deep in thought. Then, with a smile brightening her face as though she had only just thought of the idea, the basenji pulled herself a little more upright in their shared seat and snapped the fingers of one hand in apparent realisation.

"I know, but... now that I think about it, there is something you could do to help me out with that. Only if you're okay with it, of course."

Zoey pulled herself more upright too, though perhaps only so that she could re-orient her paws and bring them back into contact with Willow's own feet. Her eyes widened a little as the basenji bent one of her knees, and all of a sudden the two of them had a foot each resting perfectly sole to sole, toes to toes, rubbing and resting against one another ever so intimately and seductively. The cat's face flushed crimson beneath her black fur, and her deep yellow eyes stared pleadingly, hungrily into Willow's own blue hues as she gave an urgent series of nods.

"Anything, Willow. To help out your paws? T-to help them stay as pretty and as perfect as they already are... I... I d-don't care what it is you need. I'll do anything for your paws."

Beaming brightly, Willow hugged the cat tightly. She drew back from the embrace just enough for their eyes to met once more, and then as the feline's already wide eyes bulged in the immediate realisation of what was about to happen next, she leaned in for a kiss. This was far from the first time the two of them had kissed, but it never failed to catch Zoey off guard. It never failed to overwhelm and excite her beyond all imagination that time after time Willow not only wanted to hang out with her, not only wanted to chill and talk and rub their bare paws together and have tickle fights and do all the normal things that friends did together, but more too. So much more. They kissed, a long, deep kiss that didn't end until they were stretched out across the futon with the TV's glow illuminating their writhing, giggling bodies. The two women kissed and nuzzled at one another, Willow panting, Zoey mewling, and little by little they began to shed the small amounts of clothing that they had been wearing as them embraced and fondled their increasingly amorous friend.

Zoey gasped as her t-shirt was dragged up and over her head between fevered kisses, and blushed as no sooner had her bra been teased aside too the dog's face was buried against one of her exposed breasts, nuzzling and lapping roughly at one already stiffening nipple. She tugged down the panty-shorts that were all Willow had on her own lower body, not all the way but until they were clinging around the basenji's knees, and felt Willow quake above her as the cat's fingers caressed and squeezed gently at her now bare buttocks below a ferociously wagging tail. All the while as they kissed and wrestled and stripped one another of their clothing, their paws continued to wriggle and rub against one another. They were in a constant battle to have their toes caressing and teasing the other woman's soles, almost like they were trying to tickle each other to further stimulate and excite their already increasingly hot, worked up bodies. And sure enough, by the time both women were naked, they were both so excited and desperate for one another's bodies overall that for a few moments Willow seemed to forget all about her initial plan. She howled as she felt Zoey squirming down the length of her body, and moaned, giggling loudly and reaching down between her own legs to fondle and play with herself as the cat's rough wet tongue began to lash the soles of her feet, Zoey even taking a few of her toes individually into her mouth to suckle tenderly upon them. At the last minute though, just before Willow surrendered entirely and simply allowed Zoey to worship and tease her feet while she masturbated to the sight and sensations of that beautiful act, the basenji managed to get a hold of herself and remember that her actual plan would be even more fun, and even more hot than this... even if it would take a little longer to enact.

Reluctantly, blushing and moaning in mutual frustration and desire, the dog and cat slipped off the futon at Willow's behest. Taking one of Zoey's paws into her own Willow led the black and white furred feline through her apartment, out of the living room, through the hallway and past her bedroom. A loud, giddy whimper escaped Zoey as they approached the door to Willow's play-room, and the basenji could feel Zoey's hand quivering with anticipation inside her grasp. In truth, the play-room was only partially that. It was also a home laboratory, but to Willow her lab was as much play as what she and Zoey had spent the last few minutes engaged in. She had always loved to tinker and fool around with various chemical compounds to try and heighten and intensity certain feelings and to allow herself and her lovers to share in feelings that would normally not have been possible, and lately, Willow felt as though she had come up with an absolute doozy.

"You trust me, right?"

Taking both of Zoey's hands into her own, Willow turned and faced the equally naked, equally horny cat. She barely had time to finish the last word of those few before Zoey's lips were pressed to hers in yet another lingering and passionate kiss, and even as their noses were still rubbing together in its wake, she felt Zoey nodding hurriedly.

"Always."

Beaming, Willow pushed open the play-room door and backed into it, leading Zoey in by both hands. The room always seemed to look different whenever Zoey entered it, and this time around was no exception. On this occasion there was a large table in the centre of the room, its surface padded and covered with some smooth, rubbery material. It looked like a massage table, and sure enough beside it there rested a small metal trolley with several bottles upon it, as well as a rather large dildo, a couple of vibrators of varying sizes and styles, and a heavy wooden rolling pin. Nibbling on her bottom lip as she fought with all her strength not to rush forward and grab one of those toys, to turn and beg Willow to let her use it upon the basenji, Zoey looked from the table and its nearby accessories to the dog herself. She squirmed in anticipation, and moaned in uncontrolled excitement as Willow instructed her tenderly and simply.

"Lay down on the table for me. Let me oil you up, and soon... soon you'll be able to be closer to me, closer to me and my paw than you've ever been before."

With another strangled whimper of delight, Zoey eagerly obeyed. She dragged herself up onto the table and lay flat out on her belly, arms folded beneath her head with her face turned to one side and regarding Willow almost head on as the basenji moved over to where the bottles and various other accessories were waiting. The cat moaned loudly as she watched Willow's fingers drift over the various sex toys, seeing the other woman licking her lips and watching as the hand not exploring the contents of that metal trolley reached between her legs to idly tease and fondle herself in obvious and shameless arousal. Her digits passed over the dildo, each vibrator in turn, before Zoey saw Willow's eyes widen and a devious grin cross her face as she landed upon the largest object on the trolley, the rolling pin.

"I've developed this formula. You might call it a lubricant, I suppose, though it has many uses."

Her hand abandoned the heavy wooden kitchen implement mere moments later, and instead reached for the largest bottle on the trolley, containing an amber looking oily substance that moved like warm golden syrup within the glass container. She pulled open the lid, and immediately the smell of sweet, creamy white chocolate began to drift out across the room.

"It can loosen people up. Make them capable of taking things that they'd never normally be able to take. Feel things, extremes the likes of which they've never known possible before... because, well, honestly, they shouldn't be possible. Not without this. But, I've been wondering... if it was used a little more extensively, if it was used not just on one particular part of the body, but all over... just how loose, just how soft and malleable and sensitive could someone covered in it get. What could I do to a person so softened and vulnerable... and, what would they let me do to them?"

Picking up another smaller bottle, one equipped with the sort of spray nozzle one might have expected to see in a hair salon or for misting houseplants, Willow filled it up with the amber liquid before re-securing the tops on both bottles. She wiggled a finger in a circular motion at Zoey, and smiled gratefully as the cat immediately and unquestioningly rolled over onto her back, her face crimson as she exposed her naked body while Willow circled around her, eyes glimmering and tongue lolling out as she panted eagerly.

"I need to go and buy some new insoles. But... in order to do that, I'd need to go out in that shoe with the broken one. My poor paw would get all scuffed and sore. So, I guess the easiest thing to do would be to get you to help me out. A good friend would probably go to the store and buy the insoles for me. I know you would if I asked. But... a great friend, maybe the best of all time? They'd find a way for me to go to the store with them."

Around and around Zoey's body Willow circled, regarding the cat expectantly while Zoey's mind reeled with excitement, with curiosity and with confusion as she tried to figure out what it was that Willow had planned for her. It wasn't all that long of course before a thought crossed her mind. A wonderful, lewd, deliciously fun thought that made her eyes bulge and drew a giggle from Willow's own muzzle as she saw Zoey finally catch on.

"I... I could be your insole."

She whimpered gleefully to the basenji from where she was lying, watching as Willow immediately returned to the trolley and picked up the spray bottle.

"If you softened me, f-flattened me..."

Her eyes and the dog's alike drifted hurriedly to the rolling pin.

"If you rolled me out, squished and reshaped me, I could be there to protect your paw every step of the way. To keep it safe and snug and s-so close to me."

Just as Willow had been doing all this time, it was Zoey who now felt a hand shamelessly drifting down between her legs. Her body jerked, and a soft mewling cry escaped her lips as she grazed her fingers against her own clitoris, toes curling in excitement when at the exact same instant Willow began to spray her down with a fine mist of that amber oil.

"Yes... you could be."

Willow moaned back to the cat, licking her lips in delight once again.

"Would you like that, Zoey? To be my insole? To come with me to the shops this afternoon just in the way you said you'd want to. Every step of the way?"

She already knew the answer of course, it was written across Zoey's face, it was trembling in every cell and hair of her body, begging to be let loose. And sure enough, once the question was asked, Zoey practically screamed her answer as she felt her whole body beginning to tingle under the influence of that sweetly scented substance now coating her in a thin but constant layer of tiny droplets, and watched Willow begin to move back around to the trolley, and to the rolling pin.

"Yes! P-please, Willow. Yes!"

Moments later Willow had the rolling pin in hand, and after spraying its wooden surface down with its own layer of the white chocolate scented substance, she was moving down the length of Zoey's body and bringing the rolling pin to bear against the cat's ankles, her body stretched out flat on its back with her legs resting together, and her hands now by her sides as she restrained herself from the frenzied urge to masturbate.

Thankfully for Zoey, it soon turned out that she didn't need to touch herself. Not because she didn't want to, the desire only skyrocketed as Willow first pressed the rolling pin down against her and the cat felt her flesh, muscle and bone giving way like softened dough, but because as Willow rolled the wooden tool down and began to squish and flatten the cat's own paws, the sensations which accompanied that action were more intensely pleasant and outright pleasurable than any masturbation that Zoey could ever recall taking part in.

"O-oh my god! Oohhhhh!"

The cat's back arched, her eyes bulged, her clawed fingertips dug down into the sides of the table, and she shrieked uncontrollably as the rolling pin flattened her feet and seemed not only to soothe every ache, to loosen every muscle that had ever been stiffened or tense within her feet, but to stimulate every nerve of those two tender limbs all at once. It was like she was being tickled, like she was having a thousand fingertips dart and dance over her padded soles all at once. If it had been less intense she might have laughed, she might have squealed and tried to kick, to thrash, to escape the unbearable sensation. But it was beyond that. It was so far beyond that in fact that there was only one possible outcome as Zoey felt Willow rolling the rolling pin back and forth over her feet time and time again, getting them flatter and flatter, compressing and stimulating them more and more with each and every touch.

"Willow, I... o-ohh god, Willow! I'm cumming!"

Unable to push off from the table with her feet due to the fact that they were now flattened from the calves down, Zoey could only spread her knees and wail as she flung both hands between her legs, though not before a hot gush of ejaculate had already drummed its way out across the smooth surface of the padded massage table. The cat mewled and cried out in wild, frenzied delight as her body was wracked by the intensity of her orgasmic high, but her eyes only bulged more and more, and her screams only became more intense and strangled. All the while, even as she kept on cumming, Willow simply continued to moan happily;to pant in hungry anticipation and continue to flatten the feline out up the length of her legs inch by soft, malleable inch.

Writhing, crying out and quaking with what portions of her body she still found herself able to control, Zoey felt that first orgasm fading away only for a second to immediately begin building within her. It wasn't like starting from square one so much as it was feeling that immediate rush, that knowledge, that certain awareness of approaching orgasm picking up right where the last aftershocks of her first peak had left off. Even though they had been flattened and left behind as Willow continued to roll the pin up the length of her legs, her feet were still tingling deliciously, and even though the flesh being flattened now wasn't quite so intense in its physical response to being squashed as her footpaws, it still felt incredible to feel herself being spread and squished and so easily and extremely manipulated in that way. The rolling pin moved up past her knees, to her quaking and ejaculate-dampened thighs, and then... then Zoey wailed anew, even louder than last time as she felt Willow unabashedly roll the rolling pin upon onto her crotch, beginning to flatten out her midsection and in doing so beginning to squish, to flatten and to stimulate every last pleasure-sensitive cell of Zoey's pussy.

Her pussy's inner walls, her clitoris, her g-spot, it was no exaggeration to say that every last one of the cat's most receptive and pleasure hungry cells was assaulted and driven wild with unbridled stimulation as Willow flattened that portion of the now half-pancaked feline woman. It was no surprise therefore to either one of them when Zoey began to shriek and yowl at the top of her lungs, grasping at her breasts and tweaking her nipples, grunting, wailing, utterly losing her mind with pleasure as she came harder and longer than not just the last orgasm, but any that she or anyone else had ever granted the cat in her entire life. This wasn't just pleasure. It wasn't just ecstasy. It was heaven, and it went on and on as Willow rolled the rolling pin back and forth over her loins, shamelessly delighting in her friend and lover's extreme reaction as between her own legs the basenji's juices dripped and glistening, currently untended to as both her hands remained busy.

Eventually Zoey's nether regions were so perfectly rolled that Willow really had no choice but to move on, and by that point the cat was already such a shivering, trembling wreck from how long and how hard she had been cumming that she barely offered so much as a whimper while the rest of her torso was squashed and flattened out by the basenji's efforts. A small third orgasm surged through Zoey as her breasts were rendered more two dimensional, her nipples aching deliciously as they were flattened and teased by the rolling pin, but she was already so worn out, so satisfied from the prior climax that some ragged gasping and a few more grunts of intense stimulation were all that her body could produce. Of course, that might have had something to do with the fact that her chest had just been flattened entirely taking her lungs with it, but perhaps not. Despite her entire body from the neck down soon being flat after all, arms, legs, tail, everything spread out and compressed to a thin, smooth black and white sheet with the occasional flecks of pink flesh, her head was still fully conscious and aware of what was going on, post-orgasmic weariness aside.

"Do it..."

Zoey whimpered as she felt Willow's rolling pin stop at the base of her neck.

"Please, Willow. Please, f-flatten me. Put me on your feet. Wear me. S-stamp on me. Do whatever you want with me. Just please, l-let me be close to you. Let me make you feel good, l-like... like you've done for me!"

Willow beamed down at the cat, truly touched by her tenderness and by her friend's absolute devotion to both her and her paws. She leaned over Zoey and planted a soft kiss on the feline woman's lips, then drew back, giggled as she saw the happy, bashful smile that spread over Zoey's features in the wake of their tender smooch, and rolled her rolling pin all the way up and over the cat's black furred face.

"You will make me feel good. My foot will be so comfortable with you in my shoe, Zoey. So much so that I might even take a little walk, do a little extra shopping before I get my new insoles and take you out so you can change back. Oh god, I could walk around with you in my shoe the whole day, but... b-but, before that?"

Willow growled longingly down at the flattened cat as she rolled the rolling pin up and down the length of Zoey's softened, now near two-dimensional body several times to even out what bumps and small tufts of unflattened fur remained. Once she was done however, Willow set the rolling pin aside on the trolley once more and began to roll Zoey herself up into a long, thin tube about the same length and thickness as the rolling pin. She rubbed and rolled the cat's softened form into a long tube, and knew that from there it would have been so easy to start kneading and shaping Zoey into the form that she required. But before she could do that, Willow had some more immediate urges to which she had to attend.

Hoisting herself up onto the massage table, Willow slipped Zoey between her legs as she laid herself back. The basenji spread her legs wide open, knees bent and ankles together to expose herself as obscenely as possible, and she rubbed the tip of one end of Zoey's tubular form against the hot, wet pink of her pussy's slit.

"Before we take a walk together... I need to take the edge off. I'm gonna be horny all day with you between my toes and under my heel. I'm gonna be dripping wet, s-so hot and so needy all day as long as you're with me. But, right now it's too much. Right now I can't resist you, a-and... and I don't have to, either. I need to cum, Zoey. And, I know that you'd want to help. I know that you'd do anything you could to make that happen for me, because you're such a good friend... and because you're just as paw-crazed and horny about it as I am."

Without any more hesitation, Willow whined happily, panting and growling in pleasure as she slipped the end of the living dildo that she had formed from Zoey's softened body into her pussy. Soft and malleable as she might have been Zoey was still solid enough to push inside of her, and soon Willow was yelping and huffing loudly as she worked the cat in and out of her like she'd been using her as a sex toy for years.

"Oh god. Oohh, y-yes... Zoey. God, I'm not gonna last. So hot. This is so... a-ah, I'm already so close."

Willow knew she wasn't going to be able to hold back for long, and she had no real desire to try. Thus she worked herself as hard and as fast as possible with her living toy right from the start of her frenzied Zoey-assisted masturbation. The massage table creaked a little as its legs rattled and shook under the force of Willow bucking and writhing around upon its surface, and the play-room was filled with the sounds of the dog's yelping and pleasurable shrieking, not to mention the thick, sloppy wetness of Zoey's makeshift dildo form being worked rapidly in and out of Willow's dripping wet, intensely needy pussy. It wasn't long before the basenji was using both hands to work the living dildo in and out of herself at breakneck speeds, and with her tail thrashing beneath her and her legs now kicked up into the air, toes curling and flexing, feet flailing wildly above her, Willow felt herself racing towards orgasm.

"O-oh god, I'm gonna cum..."

She moaned to herself, but to Zoey too even though there was no doubt in her mind that the cat could feel all of this, that she was aware and acutely sensitive to everything that was happening to her even though she was flattened, folded and rolled to the extent where senses like sight were probably no longer possible.

"Zoey, y-you're making me... oh my god. Oh my god, I... I'm... yes!"

Rather than dragging the dildo out of herself at the last second though, Willow pushed it deeper. She drove it into herself until only the end that she was clinging to with both hands remained outside of herself, and with her eyes bulging the basenji let loose the most frenzied, wild howl of orgasmic rapture. A scream worthy of Zoey's own recent orgasms, as the cat finally drove her over the edge in return for all that Willow had already shared with her.

"Cumming! Zoey, yes. _Yessssss, I... I'm cumming _!"

*********

It was almost ten minutes later before Willow could bring herself to slide off the table and back to her feet. Only then, the living dildo still glistening with the residue of her orgasmic juices, did she give Zoey's squashed and reshaped form a fresh spray down with the same massage oil that she had concocted, before beginning to work on the cat's form once again. She massaged and kneaded the cat like bread dough, making her more and more malleable, more pliable and easily twisted into whatever shapes she needed. She waited until Zoey was so soft that she could be compressed down even more in terms of size, squashed so flat that with a little careful work and attention the only pattern visible on the two surfaces of the near two dimensional cat were those of paw-pads and the shape, the colouration of Zoey's feet overall. One rested on each side of the cat's form, and as she finally reached that state, Willow knew that she was ready.

Giggling and squirming happily, the basenji raced off for just a short while before hurriedly returning with something clutched in one hand. A shoe.

She pulled old the old, worn, ripped insole from the shoe, tossed it aside, and picked up Zoey's flattened form. A few moments later she was pressing the cat into the shoe, one foot-side facing down, the other straight up, using the interior of the shoe to ensure a perfect fit as she made Zoey into that living insole which had been her goal from the start. It took a minute until she seemed perfectly in place, well shaped and properly proportioned, but really the dog knew that there was only one way to be sure.

Willow blushed, giggled, and hopped back up onto the massage table once again. She unfastened the laces of her shoe, spread it open, and though the rest of her body was still stark naked, she slipped it on. After tugging her laces taut and tying them once again she wiggled her feet within the shoe's embrace, feeling the warmth, the undeniable sensation of living tissue beneath her footpaw. That didn't stop Willow from gently lowering herself down to the floor though, nor from putting first a little, then her full weight down upon the new, living interior of her shoe.

She took a step, and giggled. She took another, and blushed happily as she considered how pleasant it felt, not to mention how erotic with her footpaw in constant, unceasing contact with Zoey's own. The dog stood on one leg, placing all her weight over Zoey and rocking back and forth, wiggling from side to side, imagining how this all must have felt for the cat in that moment. A moan escaped her lips, and though she had just cum less than quarter of an hour beforehand, Willow looked back at the trolley and the number of dildos and vibrators resting upon it.

"I have errands to run... s-shopping to do..."

She murmured half to herself, half to her friend hidden away within her shoe in that moment.

"But, maybe we can spend a little more time together here first. Y-you don't mind, do you, Zoey?"

She wiggled her toes down against the cat, giggling and moaning as she swore she felt a happy shiver run through her living insole.

"Mmm... I didn't think you would."

Willow licked her lips, and began to walk with her one shoe and nothing else back towards the trolley, and that dildo which was almost as big as Zoey had been inside of her just a short while ago.

"Thank you for this, Zoey. O-oh.... ohh, yes. T-thank you."

By Jeeves

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