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A whistled melody, the turning of a handle and a click as the door out of the male locker rooms at Honeybear Spa & Hotel opened. A human man stepped out from it. His slender body, the tone and colour of copper, was entirely on display; save except for what was covered by the white towel around his waist. He scanned the corridor in front of him.

It, the corridor, was quite simple: wooden floorboards, various doors on the right side and a long bench made for waiting on the left. Even though it snaked around the corner out of his sight, he knew that it continued like this until the very end. However, today, there was a new door on the left side. He tilted his head at it for a moment. Then, without thinking, strode forwards and turned the handle.

Steam poured forth; it was a sauna. It was mostly empty expect for the usual bench around the side and the brazier which created this moist, humid atmosphere of steam. There was, however, someone inside. A brown bear of some kind, though bears did not tend to have such large, bushy tails.

“Oh! I'm so sorry, I didn't know that someone was in here!" The human exclaimed, hurrying to close the door.

“It's quite alright!" The man let out a jolly, hearty laugh as he spoke. “Come in, come in, there's room for one more and I'd quite like some company!"

The human froze in place for a moment. When a waft of hot, soothing air washed over him he sighed and stepped inside. He found himself with his eyes transfixed on the other man, but a quick shake of his head snapped him out of it and so he took a place on the opposite side of the room to the stranger. The other man was such an odd sight, the human did not notice the door vanishing behind him.

This stranger was awfully strange indeed. For one, the human couldn't pin down what exactly he was looking at. He had similar markings to a raccoon with the ringed tail, burglar mask and lighter belly, but his fur was bordering between light brown and dirty orange like a bear. The pot belly, or maybe it was a muscle gut, made him look like a bear that had just finished gorging himself on food for the winter whilst the relatively short limbs signalled that he was a rare off-colour raccoon. A leaf sat on the top of his head; he didn't appear to have noticed it yet.

“What's your name, friend?" The raccoon-bear creature asked.

“Ryo, my name's Ryo!"

Ryo stretched out his human hand, leaning forwards across the room, in an offer to shake.

“You can call me Alban, Mr. Alban if you want to be formal."

Alban accepted the shake, his huge, sweaty paw easily devoured Ryo's for a brief moment before they sat back against the warm wood. It was much easier to relax for Alban than it was for Ryo; who couldn't help but sneak a peek at the curious creature in front of him every once in a while. The other man happily spread his legs, not at all bothered that his towel was riding up. Ryo on the other hand could not bring himself to spread them more than a hands width apart.

It wasn't long until Alban noticed the human's tension.

“Everything alright, Ryo?"

The sudden question made him jump out of his skin for a moment before he settled back down and stammered out a reply.

“Y-yeah, I'm fine Alban. I guess it's just… warm in here." Ryo wanted to punch himself over that, of course it was going to be warm in here.

“Well it is a steam room! I have sake, if you'd like to share." From behind his back, Alban produced a gourd sloshing with liquid. “I hope you don't mind swigging."

Ryo considered it for a moment. Accepting drink from a stranger was a bad idea, but it would be rather rude to say no after Alban had invited him into the room. Besides he seemed like a trustworthy enough fellow anyway.

“Sure, why not?"

The gourd of sake was passed over to the human who took a brief swig of it before handing it back. It was sweet with a hint of nuts and was definitely sake, but it was much stronger than anything Ryo had ever tasted. He gagged swallowing it and had to force himself not to wretch. Alban was able to take a much longer swig without flinching at all.

“It's still the right temperature!" Ryo suddenly exclaimed, noticing that the drink had been rather cool despite them being in a steam room.

“Just a little trick of mine." The raccoon-like creature replied with a wink.

“Trick?"

“Let's just say that I'm a bit of a stage magician."

From there the conversation rolled naturally. Alban spoke of his stage magic and was happy to demonstrate a few tricks. Impressed, Ryo had opened up a little about his own talents: the violin, painting and performing massages.

At that, Alban had joked a little about him needing to ask for one later causing Ryo to awkwardly swig at the sake much longer than he intended to. The older man roared with laughter at the sight of Ryo nearly spitting it back up.

The drink was hitting Ryo much harder than any other drink would have, but by the time he noticed he was much too drunk to care. He happily sipped away at it after Alban produced a second gourd for himself. That gourd could not have been stored away anywhere, but Ryo's head was spinning too much to notice. He also did not notice how the weight of the gourd wasn't going down.

Eventually, a drunk Ryo blurted out:

“Shsoo what arrre you, Mishter. Awlbun?"

Another laugh from the raccoon-creature.

“Come again?" He asked without a hint of offense or hostility in his voice.

“Shure a racgoon?"

“No, I'm not a raccoon."

“Bear?"

“Yes! Though, not the kind of bear you're thinking of."

Ryo's eyes narrowed and his head tilted; he hadn't at all picked up on the joke that Alban was making. A chuckle escaped the larger man.

“I suppose there's no harm in you knowing and quite frankly if I don't tell you, you might think yourself to death. I, little one, am a tanuki."

“Lyke the books!"

“Yes, like the stories." He said with a pleasant smile.

“Sooo… Ifh the 'rink fing-is thew, whot about the rwest?"

“The rest?" Alban asked, hoping he didn't need to have understood the 'rwest' of that sentence.

The human pointed down at the tanuki's towel, between his legs.

“Ohh… Now I see." Alban chuckled.

Slowly the tanuki began to spread his legs to force the knot in the towel to untie. He took his time to tease the human, who was growing more and more desperate with every passing second A whine escapade Ryo and a noticeable tent began to develop in the front of his own towel. It was then, at the end of the complaining that Alban's legs were spread far enough apart for the towel to fall between them revealing an incredible set of jewels.

They were huge! Even for a chubby man like Alban, they were much fatter than Ryo could have ever imagined. Each one was easily the size of a soccer ball and together they were much larger than Ryo's head. Though it was currently flaccid, the tanuki's cock was thick enough that it appeared proportionate to the size of his balls and if Ryo had to guess the inches he'd say that Mr. Alban could easily reach 12 with a girth just smaller than his fist.

“Hollllly sheittt…" Ryo slurred, his eyes widening and his jaw dropping in shock causing Alban to let out a roar of a laugh.

“I thought you'd like them!"

“I love them!" Ryo blurted out with surprising clarity.

In a voice that had been purposefully lowered to be even more charming than before:

“Well why don't you come over here and show me just how much you love them?"

Ryo was down on his knees in front of them in an instant. His eyes were locked on the heavy sack in front of him and full of desire like a beast waiting to pounce, but his body was frozen. It was clear that he'd never found himself in a situation like this before. The scent of them, earthy and delightful, caused him to slowly tilt forwards until his face was pressed into him.

Instinctively, he took a deep inhale and shivered all over. A rush of euphoria overtook Ryo. All at once his cock strained beneath his towel, a fierce blush came to his face and he became very responsive to the tanuki's requests. When Alban said, 'kiss them', Ryo could not resist. He was enraptured with his new task that he failed to notice the huge cock looming above him.

The human had stopped thinking about time the moment he'd laid eyes on Alban's jewels, it could have been a few minutes, or it could have been hours. Either way he spent it planting soft kisses along the tanuki's balls, once in a while reaching up to lick the underside of Alban's cock. Sometimes he'd pop as much as he could into his mouth and suck, his dick would tremble in delight when his ministrations were rewarded with a thick dollop of pre cum. Occasionally he'd start at the very top of them where the that softer fur started and treat Alban to a good few seconds of carefully rubbing which then slowly spread to the rest of Alban's balls.

A hand came down to slowly ruffle Ryo's hair, the tanuki spoke in a soft and warm voice:

“You know Ryo… I have the perfect gift for you."

“Huh?"

“Do you want to be like me? Do you want to have a set of your own just as big as mine?"

“Yes please!" The human blurted out without having to think about it for a moment.

“Alright then, chin up."

Ryo looked up into the tanuki's eyes with desire and wonder, who smiled back as he reached back and pushed a hand into his fluffy tail. It rustled about for a moment as he searched, then from within the floof he pulled a wonderfully green leaf.

Alban placed it a top Ryo's head who instinctively tried to shake it off only to find that it was very much stuck. Not only that, but the fog that the sake had cast over his mind began to clear as if he were very rapidly sobering up. Before Ryo could begin to question, Alban had another request.

“Why don't you be a good little bear and put this in your mouth too?"

It became quite clear what 'this' was when the tanuki took his cock by the base and brought it down to prod Ryo on the nose, who couldn't have been happier to oblige.

Alban's prick was a little thicker than it had been earlier, and his balls were fatter too, not that Ryo noticed. Nevertheless, he miraculous managed to fit the head of Ryo's cock in his mouth. Once he'd popped it inside, he looked up at the tanuki who cooed “Good boy!" and sat back to relax as the soon-to-be tanuki got to work.

Since there was no way for him to fit more of the tanuki in his mouth without dislocating something, Ryo settled for some gentle bobbing and sucking on the very tip and head of Alban's cock whilst his hands got re-acquainted with the base of Alban's cock and balls.

His right could barely wrap around the thick base, but it had enough of a hold that he could give it a gentle squeeze to milk a pleasured grunt from Alban. Meanwhile Ryo's left began to caress and rub the bottom of the tanuki's balls as if they were a genie's lamp and for that he was rewarded with a thick helping of pre-cum.

The moment that pre-cum hit his tongue, the changes began.

Ryo's lower back began to ache ever so slightly. It wasn't a painful sensation, but it was definitely an annoying one. The man tried to stretch his back to see if he could ease the dullness away only for the sensation to erupt in the strangest of feelings. It felt as if it were getting further away from him, whilst still being a part of him. Of course he had to look.

When he snuck a glance over his shoulder he couldn't help but gasp and pull away from Alban's cock. A thick tail swished about behind him! It was a thick puff of brown with rings of black; a racoon's tail. Ryo looked from Alban to the tail and then back again with wonder in his eyes.

“It's quite an accessory on you! Come get some more…"

The not-so-human-anymore dove right back to his work with even more determination than before.

By now Alban had adjusted himself to the feeling of a tight, inexperienced but eager, human mouth pleasuring him and could stop himself from giving more of his pre-cum away for free. As much as he himself could not wait to re-invent Ryo, he also took a certain pleasure in making him work for it. That and he didn't want the blowjob to end just yet.

For the next half a dozen minutes, the changes came much slower. His tail grew a little longer, a little softer and a little thicker whilst his ears vanished only to reappear as short and round raccoon ears at the top of his head. Ryo only knew this because Alban reached down to rub them as they grew. A positive and happy glow came to Ryo's skin and his brown eyes.

When they'd grown in fully and his tail looked as if it were done too, Alban gently pushed Ryo away from his cock and pulled his hips backwards to free himself from Ryo's mouth. The half-tanuki whined and stomped in complaint, only to fall silent as Alban explained.

“Look at what you've done to my balls, boy!" He roared with laughter, gesturing to the lewdly sized nutsack that bulged between his legs.

They were incredible! The both of them had swollen with cum allowing them to reach the size of inflated beachballs. The tanuki was completely unable to close his legs whilst sitting down as they hung there between his legs. They were so large that they would have prevented Ryo from sucking on Alban's cock had the man's cock not grown longer with them.

“You could keep on sucking on my balls and they'd get so full I could fill this room to the brim…" Alban added as Ryo bounced with excitement. “… but I'd hate to ruin this wood! And quite frankly you'll look quite odd if these next few changes don't happen all at once.

It was then Ryo noticed that this entire time, Alban had been pumping his long, thick cock with the vigor of a man on the edge and now it was pointed right at the half-tanuki's face.

“So open wide!"

Not a moment after Alban uttered that command his cock pulsed and throbbed as an incredible surge of alabaster white cum exploded from the tip of his cock. A deep, rumbling moan escaped his lips. That first shot of seed splashed across Ryo's face; who recoiled backwards in surprise, but quickly adjusted. It caked itself across nose, lips, his new ears and all of his hair. A smear of it rolled down his face to drip from his chin and into his waiting hands.

Ryo's movement meant that the second and third flexes of cum (each equally as voluminous as the last) splattered across his body instantly concealing his torso and belly. The only parts to remained untouched were those blocked by his arms, though said arms were now coated in a thick helping too.

What was pooling in his hands was now overflowing. Instinct took over and ordered Ryo to bring it his lips and drink as fast as he could before he missed anymore. It was more difficult to swallow than he anticipated it, but nevertheless he shuddered with pleasure as it slowly slipped past his lips and down the back of his throat. He enjoyed it so much that he found himself immediately diving on the head of Alban's cock to swallow up whatever he could.

The intensity of Alban's orgasm had dropped off now, but he still had plenty more to give. Now that the tanuki had recovered from the initial shock of cumming hard, he was able to flex and squeeze himself to control the flow of his seed. He'd slow it down and force it to build up to treat Ryo to a sudden squirt of cum which would slap against the back of the half-tanuki's throat.

Cum from earlier dribbled down near his eye, forcing Ryo to close them, but the feeling of the thick stalk pulsing in his mouth told him all he needed to know. This only became a problem when his body begin to itch and a burning warmth of lust began to cover him. It was much tighter and intense at his face.

He pulled his hands away from Alban's body to scratch and rub his own only to find… stubble? Stubble everywhere! It grew rapidly, lengthening and softening until his entire body was covered in a thick layer of brown fur as soft and silky as Alban's. Ryo went to cry out in joy only for that burning on his face to grow unbearable, he pulled back from Alban's cock (who immediately tensed to stop too much from going to waste) just as his face morphed into a tanuki's with the trade mark thin snout, black nose and raccoon like burglar mask.

Alban reached down to smear cum away from Ryo's eyes, allowing him to open them. The newly transformed tanuki looked forward in surprise at Alban's balls which had emptied themselves so much that they were now the size of cantaloupes. Meanwhile his cock was beginning to soften and shrink back to an appropriate size.

“You're going to love how you look, but we're not quite done just yet."

A gurgle from his own stomach had Ryo looking down only to see that swallowing all of that seed had caused his belly to inflate to the point that he now had a bulging, squishy pouch. It nearly obscured his dick from vision, but he could at least feel it rubbing against the underside of his new belly.

“Put your head between my legs and let's get you finished off."

Cum drunk and dazed, Ryo once again obeyed.

Once he was down there, he spread his legs and titled his head back to look up at Alban. The older tanuki had already gathered plenty of cum on his fingers, which he slipped inside of the ex-human's mouth for him to suck clean. Ryo would suckle and lick until Alban pulled them free and then happily wait for the next delight. They stayed like this for a good few minute; enjoying the sensual almost intimate experience.

“Scoop some up and rub your balls with it." Alban commanded in a soft voice.

Taking a thick helping from near his chest, Ryo brought it down to his nut sack. With a squelch and a shudder of cold he worked it across the fur there. Whether or not it was pleasurable, Ryo couldn't decide, but he would at least agree that it felt like something. It wasn't much longer before an incredibly strange sensation began to arise.

It felt like static was spreading through all of his balls, as if they had gone numb or were tingling with electricity. Rubbing them further made his fingers feel strange too and so he settled for trying to relieve the sensation by cupping them in his hands. That didn't help, but he did begin to notice that they were growing heavier. A river of precum flowed from the tip of his cock in response to the surging weight.

By the time the tingling sensation had ended, it felt as if he'd tightened his grip on them, but he was sure that he hadn't. When he took his hands away to inspect them, it became clear they had grown even larger! Now they were perhaps the size of ripe apples. As incredible as it was, his body wasn't done changing just yet.

The last of his changes felt like they took hours in comparison to the previous ones, but that was mostly because the pace of it all had slowed down. The two of them felt almost content there with Alban sliding his fingers into Ryo's mouth and Ryo rubbing his aching balls. If not for how obvious and grand they were, he might not have noticed otherwise.

His legs shuddered, convulsing ever so slightly before they froze. Painlessly and silently, they morphed and shifted. His toes stretched, his thighs got fatter along with his heels and his ankles moved until he had two digitigrade legs. His nails become hooked claws and puffy paw-pads took their place on the bottom of his feet and the tips of his toes.

Ryo's hands followed soon after. Suddenly the sensation of them on his balls felt odd and when they began to twitch, he brought them up to where he could see. With a gasp, he watched as his nails morphed into small retractable claws (like the ones on his toes). Soft, squishy paw-pads erupted from his palms and undersides of his fingers with a harmless puff of fur.

“Alright boy, keep rubbing those balls you're just about ready to become a REAL tanuki!"

With a giggle of glee, Ryo got right back to the task at hand. Or perhaps task at paw was the better term now. Either way he rolled his balls around in his hands like they were a new toy and not a moment later that previous ache became something entirely new.

They throbbed hard, unlike before when it just felt like they were now he could visibly see the movement! On top of that the rubbing wasn't making the ache go away, if anything it was making the pulses come faster and hit harder. After a particularly powerful throb, Ryo realized what was happening and gasped in shock.

“Do you see them now, boy? Do you see your balls getting filling up like mine?"

Alban wasn't lying. The throbbing and the pulsing didn't mean they were growing larger like before, this time they were inflating! Filling and bloating with fresh, hot tanuki seed with each passing second until they were just slightly smaller than bulging cantaloupes.

“Swallow the rest of this and I'll show you something even better!"

Unlike his balls, Ryo's curiosity could grow no more and without so much of a second thought he began to help Alban. He'd scoop and shovel it out of his own fur and wipe it clean on his tongue even though his jaw was sore as hell and his stomach threatened to burst. Just as he began to feel as if he were about to pop, Alban fed him the last scoop of tanuki seed. With a huff of relief, Ryo leaned back against the tanuki and mewed like a well-fed kitten.

“Mr Alban?" He asked.

“Yes, Ryo?"

“Thank you!"

“Ready for the best part?"

“Yeah!"

“Alright, stand up then."

Putting his arms under Ryo's, Alban helped the ex-human back to his feet and helped himself up at the same time. Now that they were both standing there was a brief moment of hugging before Alban ran his hands across Ryo's belly and down to his cock. Without the need for words Ryo began to grope at himself too, toying with his balls and tugging on the tip of his erect cock as Alban worked the shaft.

Ryo's stomach groaned in unison with him and all at once his weight shifted to be much lower. The seed that was filling his stomach sloshed about with his movements, but rather quickly the noise of it was growing less and less noticeable as if it were disappearing. Yet, the weight he felt on him didn't change.

“Now always make sure you're standing up for this part else you may end up getting stuck!"

“Huh?"

It was then the new tanuki opened his eyes, not because he wanted to see what was happening, but because Alban had stepped away. But before he could complain, Ryo saw that the size of his stomach was rapidly declining, but his balls were swelling and filling much faster than they ever had before. In shock he tore his hands away from his cock and balls.

Before they had been the size of soccer balls or rugby balls at best, but now he watched as they went from that to basketballs and then to beach balls in a matter of seconds. Each time they grew, pre cum would spew from his cum-slit in a wave of sticky delight.

Despite looking like beachballs, they felt like bowling balls. The weight of them caused Ryo to wobble so he hands no choice but to crouch down and rest them on the floor. It was that or risking falling back on them. Just the feeling of squishing them on the ground caused a shot of cum to spray across the room.

Gasping in delight at the sudden, but fleeting, injection of lust, Ryo pushed down at the base of his cock. He kept both hands there to prevent his cock from slapping up into his chin. It became harder and harder as it grew larger, but if he let go he'd certainly end up with a face full of cum. If any of that ended up in his mouth he might end up churning out even more…

Even after that he could still feel plenty more sloshing around in his stomach. On top of that, the pleasure of having them so full brought even more stimulation which was definitely causing him to make even more. If Ryo didn't find a way to get a hold of himself he could certainly end up

In the chaos of the growth, Alban clicked his fingers and slipped out of the door that appeared.

“Come find me when you know how to handle these gifts of yours!"

Ryo would have replied or begged for Alban to get him off, but another surge of growth silenced him as his balls swelled to the size of yoga balls. He could not have imagined how much bigger they could have grown or how much fatter his cock could have gotten, but fortunately for him the pleasure swamping his mind and the stress on his balls grew too much for him to handle.

There was little warning, just a tell-tale throb in the centre of his sack and a flex of his cock before cum began spewing like a geyser. With the force of a raging river it shot across the room and splattered against the wall in a cumshot that remained unbroken for a good few seconds before it petered off and the second one began.

“Ahh! Ahhhh!"

A wave of ecstasy rocked him as his balls lurched and became smaller. The second cumshot was just as powerful as the first and even more voluminous, practically coating the ceiling on the side of the room in a thick slime of jizz. Another injection of lust from his third cumshot forced Ryo to forget about holding his cock down; he so desperately needed to pump it with his hands as if he were fucking something tight and warm.

“Uuuuuuhngfuuck!"

He let it go mid cumshot sending the end of the third and the start of the fourth splattering about the room before he took a hold of it and aimed upwards. Like a fountain, cum sprayed everywhere as it rained down upon him causing the entirety of his fur to be coated in the stuff.

Masturbating himself, although he was so unbelievably sensitive he could hardly think about it, Ryo continued to cry and moan and buck his hips causing his seed to be flung around the room in an unbroken wave like a hose. It wasn't long before the entire floor was coated in a puddle of semen, but still Ryo's balls had more to give.

“Oh g-god! Fuck! No! It won't stop! Fuck!" Just who he was crying out for, he didn't know. “Aaaaaaaugh!"

He couldn't stop working his cock, hoping perhaps that this would mean it'd be over faster. It didn't help. Ryo remained there for a good while, humping and pumping away as he howled in pleasure. Slowly but surely his balls did deflate and the cascade of cum began to falter, but not before he had swamped the floor in cum.

Ryo leaned back against the wood behind him, muttering 'thank you' to the tanuki for the wonderful gifts he had been given.