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"How much more do we have to go through tonight!? Fuck!" Ari whined, a sound that was starting to get on Dimin's nerves. Though, in truth, it was more of the workload their professor had tasked them with that was the true pain of the evening! Ari's joking complaints were par of the course for that smartass!

"If we stay here any longer, they are going to make a relic out of us!" Ari said, laughing at his own joke. His piercing cackle was better than the silence, however, so Dimin paid it little mind.

Both history majors, the two men were working in their professor's lab for extra credit, mostly sorting and documenting artifacts that were being brought in as part of the professor's research, They hoped the extra effort would guarantee them spots in grad school after graduation, and, so far, they seemed to be on track.

Having assumed the work would be easier, they were both dismayed to learn the sheer amount of extra activities the professor required their assistance with. The lab was dusty, filthy, and unorganized, largely due to the tedious amount of lectures that the professor was required to do. Though they were only expected to work a set amount of hours per week, it was still boring, repetitive work!

"Only an hour more to go, then back here tomorrow..." Dimin whined himself, not looking forward to the 8:30 class they were expected to attend. And, being the middle of the week, they would be back here long after lectures were over for another evening of sorting and whining!

Ari sighed at the notion, picking up what looked to be a tablet of some kind from one of the crates. It was larger than most of the other objects that collected dust in the seldom-used space, though just as worn. There seemed to be writing on it, although not in a language that he understood.

Blowing some of the dust off in curiosity, Ari tried to read the words when a sudden sneeze caught his throat. Trying to suppress it, the force nonetheless hit him by surprise and sent him unwillingly backward an inch. It was all it took for the tall Hispanic man to trip on one of the many boxes that littered the floor at his feet.

"SHIT!" He yelled, tumbling over, and lifting his arms in an attempt to regain his balance. Yet, the action served only to force him to drop the relic to the bare, concrete floor.

"Hey, careful-FUCK!" Dimin started to shout but was interrupted by the sound of stone on stone and the certainty that the rock had cracked under the force of the fall. His face went white at the realization that such a likely expensive artifact broke due to their collective clumsiness.

"Shit, fuck, what do I do!?" Ari cried, starting to panic a little as he realized what he had done. He had no idea how priceless that artifact had been. But if it was in the professor's lab, it wasn't likely to be cheap!

"I don't know! How bad is it?" Dimin exclaimed, just as panicked. After all, they would both be blamed for their clumsiness, potentially losing their grad positions at worst!

A thin haze of debris hung in the air, one that Dimin discerned was dust, either from the fall or the damage to the artifact. But, for some reason, it didn't seem to settle. In fact, as he looked through the gloom, it seemed to be thickening, as though drawn from the tablet itself.

Ari was too wrapped up in his panic for having damaged the piece to notice, but the dust was swirling around him as if directed by a small wind. Yet, soon it looked more akin to a tornado sweeping through the lab, accentuated by a glow that was getting more and more bright!

Dimin watched with a mix of fear and fascination as the light seemed to encompass the entire room, shining brighter than it had a right to be. Where was that kind of energy coming from? Did Ari maybe break a light source, too?

The light in the room started to coalesce into a form that looked like a person, startling Dimin out of his reverie. At first, he thought the light was simply fading, about to dissipate. Sometimes light created shapes that were easy enough to mistake as something else. The more likely explanation was that it was creating a shadow based on one of their forms.

But it soon seemed to hold its shape, looking like a brilliantly glowing being hovering in the room. It was not a man, not really. The thing started to take the form of some kind of creature, something with a massive snout and a long tail. The rounded, thick muzzle almost resembled a crocodile, but the body was clearly human. The hell was it?

The longer the miasma hovered in the air, the more it seemed to solidify into a shape that made Dimin shudder. He froze as arms formed massive claws at the end of golden hands as the thing swirled and danced. It touched the ceiling, as though too large to be in the room. It certainly surpassed either of their heights, possibly over 8 feet tall!

Ari, meanwhile, seemed transfixed, mouth agape as the thing towered over him, seeming to take a menacing stance as it did so. Its jaws were open, hands raised as though ready to attack. Ari couldn't move as it seemed like he was about to be mauled!

"Ari! Watch it!" Dimin cried, almost too late to realize what was happening.

Even in the dirty, overcrowded room, he was able to race forward, pushing his friend out of the way without managing to trip himself. Ari had been uprooted at the last second, but Dimin was struck, hit by a horrible warmth as the thing descended upon.

Dimin expected pain fron those ethereal jaws clamping down his neck, threatening to rip him in half. Yet, he felt nothing save for the sensation of something entering his body, forcing itself through as though his skin was an absent barrier.

"Ari...I... AAWWW FUCK!" Dimin yelled as the burning flowed through him, almost too much for him to bear. It started in his back, where the being initially stuck him. But soon, it began to enter into every pore, every crevice in his body as it began to take hold.

For a moment, Dimin felt a brief reprieve. Other than a tingling, there was no indication that what he saw was truly real. Yet, it only lasted a brief moment before the warmth assaulted him again, as though his skin was on fire. It didn't hurt, not really. But the level of discomfort was startling!

"OOHHHH..." Dimin moaned, not sure what to say. His usually calm demeanor was shaken by the notion that his body had been invaded by something foreign. Had some sort of entity existed in the object, waiting for someone to break it out and so it could take control of them? That shouldn't have been possible! Yet...

The heat was starting to center on his hands now, growing more intense the longer it persisted. Raising them both, more in curiosity than in fear now, Dimin viewed skin that seemed to be withering, drying out and flaking off to dissipate in the air. Was he dying?

No. The flesh underneath was neither red nor raw to indicate that possibility. The skin appeared sickly green at first, beginning to flake, as intricate patterns were tracing over them. They looked almost like scales. Like the kind a crocodile might wear. Just like the visage of the being from the artifact...

Dimin's normally quiet exterior quickly lost its composure as he began yelping, the tingling settling into his hands and making him powerfully uncomfortable. He could feel his fingers twitching uncontrollably, throbbing with the ache of change as they started to expand. His nails faded into skin that was growing pointed, far beyond the contours of his human body. He soon had what looked like a pair of what looked like reptilian claws!

His new digits were massive now, a thin sheen of webbing growing between them as the scales rushed relentlessly up his arms. All human hair was erased in the presence of the green epidermis.

Soon, the muscles under his new skin started to ripple and swell and press against the scales that were spreading over them. Already decently toned, Dimin was surprised at how much more muscle his body could somehow support as he continued to grow. It felt almost painful, as though the muscles were ripping the flesh mere milliseconds before the skin could keep up. It was as though the muscles were adding layers upon layers of striated tissue that would take a bodybuilder months of careful planning to achieve. Soon, he swelled beyond even that. It looked horribly out of place with the rest of his body!

Yet, that dimorphism was not to last as his torso started to swell, rapidly pressing against his shirt and pulling it up almost painfully tight. He wanted to take it off but was afraid that it would rip with his massive claws. Though it was likely to tear off from the sheer size of his body, Dimin was not inclined to expedite the process!

Dimin had no choice but to watch as more of his belly was exposed, before it started to tighten, forming indents that began to harden into the more familiar shape of a six-pack. Seeing his modest frame peeling away for that of a hunk of a man did have its advantages. But Dimin never wanted it like this!

His torso continued to grow, matching the muscle that had swelled from his arms and bulging biceps. The same greenish scales quickly covered it, though a lighter shade on his belly as befit a water-dwelling creature. Not wanting to rub the scales due to worry from what damage his claws might do, he was simply forced to watch as his belly stretched from the sheer size. He was a hulking beast, far larger than the wisps of visage that came from the artifact.

Ari was staring on all the while, not believing what he was seeing. At first, the idea of a spectral being coming from an old artifact was something impossible to fathom. Yet, seeing it descend into his friend, seeing his friend warp and shift and grow massive with muscle and scaled skin made him fearful. He had to be tripping from the dust that he'd inhaled. But the more he watched it, the harder it was to wish away what he was seeing.

The sounds of tearing entered Dimin's ears as his shirt was torn, pulled around his pecs as they continued to expand to impossible proportions. His massive biceps ripped apart his shirt sleeves like paper as they quickly became too small to fit the behemoth that Dimin was growing into. Even the collar of his shirt was torn as his neck bulked up, the veins strong enough on their own to pull apart the frail material on his back.

The exposed skin on his chest and stomach made Dimin painfully aware of what he had lost and was slowly becoming. It was obvious that his form would continue to shift towards the being in the image he had seen. He didn't know what that creature was or if it would take him over. But he had no way to fight against the changes as they continued to rob him of his humanity with each passing second.

To Dimin's surprise, his nipples did not seem to fade into his pecs, even though his body was largely green and reptilian. He was certain it was not a feature in organisms unable to lactate. Yet, somehow, his nipples were even larger than before, thicker, almost meaty and throbbing almost painfully as though needing to be stimulated.

Dimin couldn't imagine needing anything more than to rub his nipples at the moment. It was as though they were connected to his balls, the swelling of his nipples making his junk ache with desire, much to Dimin's embarrassment.

Yet, it was impossible to keep his claws off his nipples as he started to rub the flesh, a reptilian hiss escaping his lips as he did so. The greenish scales were running up his neck now, playing under his chin as it started to snap slightly from growth. With the needs in his nipples, even the fear of change seemed to abate as he pleasured himself in earnest!

The sensations that emanated from his chest were like nothing the Asian man had ever experienced. His touch sent a chill of pleasure radiating over his body, making him shiver and moan from the growth still teasing him. Every inch of the flesh prickled with pleasure as he gently grasped his nipples, making him squirm from the exquisite experience. It was as though the greater the muscle mass he acquired, the more there was to be pleasured as he continued to change.

It seemed as though the tinglings of his warping body were increasing in intensity as he continued to pleasure himself. Yet, Dimin now welcomed them, as though each inch his body added on was accentuating his pleasures. The pressure of growth was threatening to overtake his sensibilities at any moment. It simply felt too good to pleasure his nipples in such a fashion!

As Dimin continued to tease himself, squeezing every inch of nipple flesh, the squishing of something fluid against his touch made him pause for a moment. It was as though his massive pecs were filled with something, a liquid that was being stimulated to excrete. In response to the realization, he could feel the warm fluid washing against his reptilian digits. What was happening? Male lactation?

Yet, the exquisite sensations were too much for him to be concerned with any changes to his body. It was all part of the experience, evidently. And the ache in his cock as it leaked its own fluids was more than enough to coax him to continue. It simply felt too good to feel the fluids leaking from his nipples, as though their pleasure centers were linked directly with his sensitive penis. It was almost too much!

The sensations of his bobbing cock had an effect on his waistline as it started to expand against the band of his jeans and his belt. It was becoming uncomfortably tight, his pants a size too small as the muscles started to ripple down his legs. His thighs stretched wide, bulking up as more of those green scales covered his skin. If he were inclined to look down, he might have seen some green patches poking through tears forming in the fabric. But, too enraptured with the pleasures of lactation, he had no attention left to care for such things!

Ari couldn't believe what he was seeing. His friend was pleasuring his nipples, the off-white fluid leaking from them looking like milk. Dimin was lactating, despite him being male and a reptile. Yet, it was impossible to dismiss the sights before Ari's eyes. He wasn't sure what disturbed him more; the fact that his friend was changing into some sort of scaly reptile-man, or that Dimin seemed to really like it!

It was the changes to his facial features that made Ari most concerned, however. The bulging neck muscles and protruding veins seemed to make his head comically small in comparison to the rest of his body. His formerly 6'0 frame was already larger, stretching an extra foot and still growing from the lengthening in his legs and stretching in his stomach.

Still, his human head remained somewhat present. Yet, it was soon to alter, to erase the once-familiar visage of his friend, perhaps forever. A series of cracks resounded through the room as his jaw started to push forward, taking much of his head with it as his mouth opened as though in pain. A moan escaped Dimin's lips as they grew green and scaley as his tongue grew thick and fat in his mouth. Teeth started to fall from his gums, as serrated points tore through the gum line to replace them, deadly daggers that befit the monstrous visage Dimin had now acquired.

Dimin's wavy black hair fell out around him as well, while the greenish scales encroached over his head. External ears folded into the scaly skin until all he had were two holes to denote their former presence. His nostrils had already flattened, flaccid holes that stretched in tandem with the crocodilian muzzle he now sported. His face all-too resembled the beast that had infected him with the horrific transformation!

The rips in the air grew louder as Dimni started to reach what Ari thought to be his final size. His shirt burst apart at the shoulders, green scales shining through as it came off him in two pieces. A series of pops indicated that his belt could no longer take the strain of his increased waistline. With a final bang, his belt buckle hit the wall. Several more tears resonated from his jeans as the sheer muscle mass started to tear them in several places, exposing more of those inhuman scales.

Another series of snaps echoed from the dusty floor, and Ari unwittingly looked down to see that massive, clawed feet started tearing away at his friend's shoes. Pointed tips started poking through, gnarled talons that dug into the ground as they struggled to free themselves. There were only four toes on each leg, massive with thin layers of webbing in between. They twitched and writhed, tearing the laces and the rest of the shoes and socks as Dimin shook them free from his features.

Another massive tear emanated from the back of his pants and something wriggled inside. The new protrusion could clearly be seen in his underwear as it tried desperately to be birthed. Its origin escaped Ari until the pointed tip poked through, stretching and tearing at the elastic of his underwear as it quickly gained girth. The crocodilian tail swished in ecstasy as it thickened to massive proportions at the base and stretched back against a nearby table.

Yet even the sight of a Dimin growing a tail was not enough to draw Ari's attention from the bulge at the other end. Ari was sure it was Dimin's bestial member that was writhing in his pants, its head leaking in apparent pleasure from the constant stimulation to his nipples. Ari wanted to look away, unable to fathom seeing his friend's cock, much less it erect and at attention. But like a train wreck, he couldn't avert his eyes from the obvious pleasure that his friend was getting from the abhorrent transformation.

Dimin, meanwhile, was too lost in the sensations of his lactating nipples and his cock throbbing against the weakening fabric of his undies to recognize how much he'd changed. Eyes closed in ecstasy, he continued rubbing his nipples with both hands, the stimulation in his cock from the erotic contact building to a crescendo. He felt he could cum from the indirect contact alone!

His cock was growing all the while, the tip pointed and pressing against his underwear as his foreskin was pulled back against the shaft. The bottom of the shaft started to form ridges that slid exquisitely against the fabric of his undies, making Dimin hiss even more.

At first, his virile testicles seemed to grow much larger with seed as his excitement continued to grow. Yet, soon, they started to deflate somewhat, becoming more streamlined and less bulbous under his massive frame. They were no less full of semen, he was certain from the testosterone flooding his system. They simply needed to alter to the more internal structure that befit the reptile he was becoming.

Something seemed to peel backward, just behind his balls, like a split or a slit that prompted his balls to fold in on themselves. Yet Dimin was only aware of the sexy sensation of his skin opening and his testicles being pulled inside, sliding in so tightly that Dimin was about to orgasm from that sensation alone!

Yet, the opening seemed to widen further than necessary to encompass his balls and even his cock, though that was far too erect to be drawn inside. It seemed to pull towards his anus, which itself had moved towards the base of his tail. Yet, the two openings did not connect, as might a reptilian cloaca. The entrance opened to a cavern, deeper and wider than anything that could exist on male anatomy. If Dimin didn't know any better, he might think he was developing a cunt!

Yet, all that Dimin cared for was the sensation of his nipples stimulating both sets of sex without even needing to touch himself down there. By now, there was little left in his humanity, though Dimin cared not as the rest of his body swelled, tearing off his pants and leaving him clad only in his underwear. The rubbing of his penis against the waning fabric, in tandem with the leaking fluids from his lactation and the rubbing of his newly-developed cunt lips together, made it impossible to hold back from the inevitable release!

"GGRRRR... AAAGGGHHHH!" The beast cried as its cock blew all over in the insides of his underwear before the sheer force of his release popped them to the ground with a wet splat.

Both his cum and the milky fluids from his nipples plopped to the floor, covering his scaled feet with the sticky excretions. The fluids seemed to stimulate the flesh on his toes, making them twitch in excitement. He wanted to reach down and lap his feet clean, savoring the taste of his own productions and to tease the contours of his feet. Toes twitched in anticipation at feeling the warm and slimy fluids coelease on them, sending another burble of cum from his cock head.

Dimin's tongue was thrashing the entire time, licking the edges of his lips as though in anticipation of sampling his sexual secretions. Yet, the more it rubbed against the contours of his mouth, the more sexaul that the feelings became, as though the muscle had become extremely sensitive. The sensations almost reminded him of rubbing his own cock. At that realization, he could feel what seemed like throbbing veins rise from the muscle, as though pumping blood towards a tip that seemed to be swelling and peeling backwards to the base of his tongue.

Stopping for a moment from his self exploration, Dimin raised his milk-soaked hands to the tip of his tongue as a shudder went through his entire body. A hole opened in the center as it grew round from the base of his throat. Tip growing pointed, he could feel the front end grow bulbous as it started leaking a salty fluid. What he perceived to be the same ridges on his reptilian cock seemed to grow from his tongue and rub sensually against the floor of his mouth.

Though he couldn't see it, it felt as though his tongue had become a cock of its own, leaking musky fluids into his mouth as it rubbed sensually against his gums. Seeming to lack obvious testicals, he did feel a reservoir of semen at the base, where a reptile might have a glottis. He felt that he could cum from his new organ if he rubbed it against his mouth just the right way...

At last, his form seemed to be complete. The twingles and tingling of change, even those in his tongue, had abated. Yet, there was a presence in his mind, one that had not been aware of, lost in the pleasure of his exploration. It was clear to his own psyche that the being in his mind was the one that had infested him. It was powerful enough to take him over at a moment's notice, Dimin was all too aware.

Yet, the presence didn't seem to want to control Dimin's reactions. Rather, it had been observing him curiously, as though waiting to see what Dimin would do. It had been pleased to see how much Dimin had reacted to the changes in his body already. It was pleased to know how easily his new vessel had given it. And, it was exciting to see what Dimin would do next...

Ari, meanwhile, had been watching the events unfold with a stunned silence, as though afraid to attract the creature's attention. He figured even trying to run would draw the beast's ire, even while it was in mid change. More than that, he didn't want to leave his friend. Dimin's loyalty and quick thinking had saved him from that same fate. But, even now that the beast had cum and exposed itself, Ari couldn't help but want to try and save him, to help turn his friend back if such a thing was still possible.

"D-Dimin? You in there, buddy?" Ari asked, scared. Dimin towered well over Ari's 6'3 frame now, making him even more alarmed.

He didn't want to hear the answer, but he needed to know all the same. The idea that his former friend would kill or eat him was at the forefront of his thoughts. Yet, perhaps worse was the idea that the crocodile beast might do something else even more frightening.

The beast's cock was waving back and forth in his mouth as the one on his groin leaked viscous fluids, as though in anticipation. The sight made Ari shudder. Such a creature could easily rape him. And, given the overly sexualized nature of his new being, such a thing was more than likely!

"Yessss, and no," The beast hissed, in a tone which sent shivers down Ari's spine.

"I am Dimin but...so much more. I've been gifted such power. I can reshape the world now!" He declared, his boisterous voice far removed from the soft spoken tone that Ari had come to know.

His gaze fell upon Ari, smiling a wide toothed grin and exposing what looked like a second reptilian penis in between rows of massive teeth. Why was the creature so sexualized now? He couldn't imagine being such a thing! Worse, Dimin seemed to like the changes that he'd been forced to undergo.

"No, please, don't hurt me! We're friends, remember?!" Ari tried to yell, afraid of his fate now that his friend was some sort of hybrid between the pale-skinned man and the gator god that seemed to inhabit his body now that the changes had completed.

"Yessss...and soon, we ssshall be so much more..." the beast that once was Dimni hissed as it came across the room with lightning speed

Ari had no chance to resist or escape as the beast was on him in an instant, grabbing him and holding him in a bear hug. Ari struggled in vain to get away, knowing that the beast was many times his strength but needing to try nonetheless.

Dimin opened his mouth, reptilian cock wiggling within, oozing his precum. It looked as much as the cock on his friend's groin, albeit a little smaller to fit into his mighty jaw. The fact of its presence was less urgent than the fact that it was staring him in the face!

Too late, Ari opened his mouth to try and protest, only to have the alien phallus being shoved inside. He tried to cough or vomit to expel it, but the beast's erection was already inserted. A shadow loomed over his face as the crocodile's jaws turned to take Ari's head in his maw. The action forced his cock all the way back to Ari's throat. It nearly made Ari gag!

Ari briefly considered biting down on the cock in his mouth, to try and pain the creature that was face-raping him. But the notion was quickly shut down with the realization that the gator could bite down with a force that would most likely end his life. Being taken like this was still perferrible to dying!

A warm, sticky fluid started to leak into his mouth, making Ari want to vomit from the realization. He was being forced to drink down his former friend's precum! Yet, there was nothing he could do to resist, being taken by force by such a powerful beast.

To Ari's shock, the fear of being raped started to wane as the flavor began to grow on him. Ari should have felt disgusted, but the salty taste and thick texture was almost pleasant. It was getting thicker the more that the appendage throbbed in his mouth, delightfully savory as he was forced to drink down.

The ache of something this expansive in his mouth should have been significant. Yet, Ari felt his mouth go numb, not bothered by the size. Had he been aware of it, Ari might have felt that his mouth was expanding, widening to better suck a phallus as the one that now made up Dimin's tongue.

His own tongue was being rubbed down the veins and ridges of Dimin's penis, exploring the textures with some curiosity. He was unaware that his own tongue was starting to thicken, getting increasingly sensitive, making him squirm against the tongue-phallus with reverence. The tip of his tongue was starting to peel away, beginning to taper as a hole formed in the center. Its entire circumference was thickening, veins protruding as it rubbed against the other cock with increased pleasure.

Too late, Ari realized that his own body was changing, becoming like Dimin's. His developing tongue-cock was starting to leak precum, sitting well with the other fluid being pumped into his mouth. Though its size should have been too much, his mouth was continuing to widen, his lips peeling back to allow him to hold both his tongue cock and Dimin's.

The sensations rippling though his phallus were growing towards an inevitable climax as the two rubbed against each other with increased fervor. Both men tasted their fluids growing thicker, preparing to release the loads that were swelling underneath their respective reptilian glottis. Ari was no longer afraid of the prospect of transformation, needing to allow his tongue to cum no matter what!

"AGGHHHHHH!" Ari mumbed as his mouth was suddenly full of semen, more than he could possibly swallow. Yet, his increased jaw size prevented him from drowning in cum as he began to down it eagerly, savoring the warmth in his belly as he drained both penises into his gullet.

Coming down from an oral orgasm was bizarre in and of itself. But even that could not erase the sensation of cool, interlocking scales siding down his features. The hair on his head was falling out, replaced by the dark gray coverings enveloping his head. Soon, his entire cranium was coated as they continued to spread down his neck and body.

Any resistance he might have felt towards the transformation was gone from the pleasure that was granted to him from the oral release. The notion that it felt so good to change in such a manner was impossible to understand until he was undergoing it himself. Was this why his friend had given in? Ari wanted more!

Much like the reptilian features his friend was adorned with, Ari clearly felt the dissolution of his ears into holes, the flattening of pinched nostrils, and the swelling of his massive eyes. Yet, it was soon evident that he was not becoming the same sort of reptile. Though he had a muzzle, it was not nearly as long as the crocodile that had become of his friend. Though his massive jaws were sporting dozens of dagger-like teeth, two massive ones popped from the front, their tips hollow as some strange fluid started to collect in their base, likely venom.

The outward spreading skin of his neck confirmed the species. It threw his glasses to the ground, hitting the broken slab and making them shatter. Yet, it was of little consequence to the newly changed reptile. The sight of a hood on his features was all-too reminiscent of that of a king cobra!

Yet, there were distinct differences that left Dimini confused as they crawled over his friend's features. His eyes were massive, black orbs that seemed to stare with deadly intensity into his own. Though he sported the signature fangs of a cobra, the rest of his jaw was adorned with serenaded triangles. The muscles in his neck seemed far thicker than they should be. And were those gills throbbing at the sides of his massive neck? What had Dimin made? Whatever it was, it was turning out to be handsome!

Ari was largely unconcerned with the alterations to his form, lost in the post-prgasmic haze as he was. His chunky frame, already a little tight in his shirt, started to expand, forcing it to ride up a little. Yet, it was not the pudge that was expanding, but rather the fat was being aborted by whatever magic was changing him to become muscle. The meat and tissue swelled within, removing the strain and eliminating the stretch marks that had shamed him for so many years.

The fringes of his shirt grew tighter and tighter as more muscles writhed under the skin, pushing it to its limits and then stretching it more. His flattened pecs tugged at it from the sides, pulling it even further up and allowing Ari to explore his changed belly. The smooth brown skin started to darken, lumps of forming scales starting to turn gray as they covered the skin in a lovely coat.

His peces continued to flatten, stretching impossibly taut as his body bulked up. They were smooth as shiny scales covered them and made his flesh flare out more. Like Dimin's own, the nipples become more inflamed, almost aching with the need to be touched. Ari's still-human hands reached up to explore them, a trembling running through his torso as soon as he did so. They were more sensitive than anything that he could imagine!

The sight of Ari playing with his nipples made Dimni reach up to touch his own, leaking more of that milky fluid over his claws as he did so. He knew that his friend would soon experience that same pleasure and he rejoiced. He wanted to rub Ari's nipples as Ari rubbed Dimin's own, to share their ecstasy as he continued to help create his hybrid beast!

Ari was shocked when his former friend pushed his currently weaker hands aside, annoyed that Dimin would deny him that pleasure. Yet, Dimin was soon to take over, rubbing his nipples with more aggression than Ari thought palpable. An unexpected hiss of elation was enough to coax Ari to give in to his would-be lover!

Yet, Ari didn't want to leave his former friend out. Reaching out with his still-human lands, he played them over the other beast's nipples, eliciting a crocodilian hiss from Dimin's massive muzzle. He continued to rub frantically, feeling his hands being coated with sticky, milky fluids. He was literally milking the gator man!

The same fluid sensations started emanating from his own nipples, as though some buried fluid was being coaxed out and onto the crocodile's claws. He shivered as more of his milk leaked out, forcing him to lactate copious amounts of liquid. More than he thought possible flowed freely, coating more of Dimin's hands and the floor with the sticky discharge. It felt amazing!

The more of Dimin's fluids coated his hands, the more that Ari felt them start to swell, the gray-scaly flesh spreading slowly up his arms. The skin was scaly, though less interlocking than those on Dimin's body. In fact, the separations seemed coated with something else, a rough skin as opposed to the crocodilian scales of his love. It was more akin to the coverings of the shark that seemed to compose half of his physiology!

His fingers continued to swell, growing larger as clawed tips adorned the surface and spread to fuse the nail with the skin. His pinky melded into the flesh of his index finger, stretching into a single powerful digit. Like Dimin's own hands, Ari's formed a sheen of webbing between them, though much thicker to denote his more shark-like physiology.

His mass of chest muscle was only hindered by the proportions of the rest of his form, though that was soon to change. His lower arms started to swell in circumference, rippling with dark gray scaled-denticles. But it was his upper arms that really put on definition as the biceps, triceps, and deltoids started to tear and reattach with more bulk and mass that could have ever existed on his human form. He flexed his muscles a few times, loving the feeling of them tearing at his shirt sleeves, signaling his power as he did so.

A pulling at the back of his pants distracted from the growth of his upper body, and Ari pried a hand from his lover's nipples to reach back and feel a tail start to squirm. He wanted desperately to pull it out to avoid its irritation, but the notion of allowing it to tear off his humanity was far more appealing. He rubbed it though the fabric as though in encouragement as it began to strain at the material, thickening at the base and pushing back with its defiance.

His waistline was widening all the while, growing too much for the confines of his jeans to hold. His belt was doomed to fall as with a pop, the leather was torn in two from the button. His buckle clattered to the floor as he was left rubbing at his erect, yet still human-sized cock.

Glutes, thighs, and hips all bgan to widen, the muscles writhing under dark gray skin as his jeans were stretched to their limits and beyond. His calves pulled up his jean cuffs halfway up before they were forced to tear, the split running all the way to the knee as the dark gray scales became exposed down to his shoes.

His shirt was soon to follow, his massive chest, washboard abs, and bulging biceps too much for the frail fabric. It was torn off his frame from the back with a few simple flexes, and Ari delighted in the power he now possessed. It was fantastic!

A strange tingling from his back drew Ari's attention to a growth that had not appeared on Dimin's form. It was a triangle of sorts that was moving up his back and extending the more he rubbed at it. An extremely sensual bit of flesh, it stretched over his back and outward into what could only be called a dorsal fin. It truly marked him as the half-shark, half-cobra hybrid that Dimin's semen had created!

With his shirt and jeans done, the only thing human clothing remaining on his body were his shoes. Yet, an insistent tightening drew his attention downward, and he became tempted to rip apart the leather and view the developed appendages within. Yet, the idea of watching his feet tearing apart the last of his human trappings waas for more appealing than anything he had seen thus far!

The seams and glue were pulled apart steadily from the sensations of twitching toes as they grew longer. Four toes became tipped in piercing claws while his big toes were removed completely. Like his hands, a layer of webbing swept in between them, allowing him powerful swimming legs if he was inclined to use them so!

Lost in self-exploration as he was, Ari hardly noticed Dimin in his periphery as the gator-man got down on his hands and knees. His slitted eyes stared longingly at Ari's feet, still growing and popping at the relenting seams of his shoes. The remaining patches of leather were pulled apart with ease by strong fingers as Dimin exposed all that Ari had to offer.

It was almost a shock when Dimin reached out his penis-tongue, rubbing the scaly ridges with its length as he started to play over Ari's clawed feet. Ari was confused at first until he saw how powerfully erect Dimin's phallus was and how rigid his tongue-cock grew as he continued to rub over it with enthusiasm. The sight of his friend's eagerness, in tandem with the feeling against his overly sensitive digits, made Ari moan!

"Dimin! Don't sssstop!" Ari hissed excitedly, having never known that foot worship could be so erotic!

Ari's tail was growing all the while, tearing out of his pants with an audible ripping at his excitement. It seemed to be more flexible than what he expected a serpent's tail to be, thrashing about in his eagerness. Its tip became separated into two like a serpentine tongue as it grew to its final length. In fact, he found he could grip with it, wrapping it around a pole in the room in a test of its flexibility. It served as a brace for him as Dimin continued to worship his feet, licking and sucking the toes in tandem with his eagerness!

Dimin sucked up and down each toe like a pro. His penis tongue left trails of precum as he carefully wove between the digits, careful of the webbing between as he did so. Ari was in heaven, feeling his still-human penis as well as the reptilian one in his mouth erect and leaking at the notion of having each of his toes played over in tandem. He even lowered himself to the floor, raising his feet for Dimin's inspection. Dimin wasted no time tasting the undersides of Ari's lovely feet, lapping with that same enthusiasm!

The only thing left of Ari's former anatomy was his modest penis, but that was soon to change. It continued to expand, pushing outward to almost double its former length and longer still. The tip grew pointed, barbs peppering the surface like one might see with a feline's penis. The entire shaft started to split from the tip, the separate cocktips still mutating in tandem as they did so.

Unlike Dimin's anatomy, Ari's testicals seemed to hang heavy on his backside, not caring to be streamlined for his new body, at least not in the moment. His modest human balls swelled with seed, growing to the size of lemons as his cock continued to extend, changing all the while into something inhuman. The split in the shafts was nearly all the way to the base now, leaving two bobbing members in place of the former human one. As its tone darkened to red, it was obvious that Ari had a penis more suited to either the shark or the snake like his hybrid anatomy dictated!

The same slit as Dimin's soon formed from behind his balls, opening up into a moist cavern that would have been impossible on his frame had Ari not grown so large. It ached as much as the sensations in his cock as it seemed to wink open and closed with desire. It was his own cunt! Yet, he did not seem to be bothered by the idea that he was a hermaphroditic creature now. He simply needed to experience all the pleasure that his new body could bring!

Dimin seemed nearly finished with his oral ministrations now, his tongue-cock tensing the ridges of Ari's foot as it started to tense up. Several thick basks of croc semen coated Ari's claws, making both men shiver at the implication. Though Dimin did not possess a tongue any longer, his leaking cock head and copious saliva did their best to lap up his own fluids, cleaning off his lover as he did so.

Ari wanted to return the favor. He had no experience with pleasuring feet before, but Dimin served as an adequate guide, and Ari copied his moves like an expert dance partner. He ran his cock tongue over the croc-man's rough scales, eliciting a moan of approval as Dimin rubbed his lactating nipples. It took no time for the hybrid beast to cum again from his own cock-tongue, coating the gator in sticky fluids before Ari started lapping it up loveningly.

Now, both fully changed, it was in the needs in their other cocks that demanded attention. Though, rubbing them together would have suited each former man just fine, they also had cavernous cunts to attend to. The idea of fucking each other in tandem sat well with their proclivites as each got into a 69-like position. Their drooling cock tips lined up well with each other's feminine lips, allowing them to plunge in simotaniously as they prepared for the most intimate fucking yet!

Each sexual act thus far, while amazing in their own rights, felt more akin to a dress rehearsal for this moment to come as each animal-man started to hump and thrust in tandem. Experiencing sex from a penetration standpoint was new for both of them, making it almost impossible to focus on the act of rutting at the same time. But, their bodies soon fell into a rhythm, and their minds had altered enough that such combined pleasures did not wipe them both out at once in front of sheer overload of it!

Dimin could scarcely fathom how much he was stretched by the shark-snake hybrid's hemi penis as he was fucked in and out with intent. It mashed against his balls in such a way that it left him panting and wanting more. Yet, his own penis was hardly small, and Ari's testicals slapping against it only served to make the pressure more intense as their copulation continued unabated.

With such stimulation, it took no time at all for both of them to reach their inevitable climax. Both were rubbing their lactating nipples frantically, milk flowing freely down their chests as their penile tongues intertwined and they rutted in earnest. Multiple orgasms flowed from their various sets of genitals, one after another in cascading waves of what felt like endless bliss. Their bodies were truly made for pleasure!

Sometime later, both reptile men lay in the dusty room, rubbing their nipples gently to coax more of that sensual fluid to ooze down their scaled bellies. The scents of their musk and their sex hung like a fog in the air, one that both men were eager to drink in. Their twitching cock-tongues wrapped around each other, stimulating the last bits of cum from their surfaces as they enjoyed the almost romantic feelings the sex that had instilled in them.

Though, it was not to be the two of them for much longer. Ari understood Dimin's plan all too well, and the idea sat well with his new proclivities. He was to be the first in a harem of ancient beasts, all as sexual as they. First, their professor would join them in the morning, then more members of the facility. The rebirth of the reptile god's kingdom would begin anew!