Fauning over you.

Story by hunter of chiroptera on SoFurry

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#7 of tales of a horny dragon and his friends (spyro)

Sequel to Faun and games part 2 of 2


Spyro shifted in her sleep and fell to her side. Waking with a yawn she got to her feet and went to grab a drink of water. What she grabbed instead was one of the glasses they had loaded with the species swap potion.

Spyro blinked fully awake at the taste as the changes began. The claws on her feet grew out and fused into a hoof as her feet and legs twisted from a plantigrade quadruped stance to an ungulate biped. Her tail shrunk up to her back like a slurped noodle before it was covered in plush purple fur. Her wings shrunk away, vanishing into her back as if they had never been. The claws on her hand blunted as her arms shifted, becoming thinner. Her arms, legs and torso stretched out making her more in line with Elora's usual proportions. Her horns fell from her head as it began to change shape. Her teeth shifted as her muzzle drew back towards her skull. The frill on her head split apart turning into a lush long mane of golden locks. Her scales fell away all across his body, a deep purple fur washing over his figure with a lighter purple fur on her face down her chest and to her groin. Spyro flushed with warmth as her newly faunified Sex drive demanded for her to be fucked Her chest ballooned out a pair of soft fuzzy breasts capped with sensitive nipples. Spyro stood fully and couldn't help but run her hands over her sensitive new anatomy.

"No going back to sleep after starting this up..." Spyro declared as she picked up the dose of gender swapping potion. "Down the hatch." she declared drinking the potion in one go.

"What's going on? Elora said waking from their nap just in time to watch Spyro change.

Spyro's ample bosom shrank back, becoming firm musculature as her shoulder spread and hips narrowed. Then her feminine sex closed up before a pair of full heavy testicles dropped down followed by a throbbing hard cock sprouting from the flesh. "Oh just prepping for you and me to get to Faun stuff." Spyro said laughing at his own joke as he poured the gender swap potion into the species swap potion. "How about you ready to be a mother again?" Spyro may have wanted to hide it but the way his cock grew tall and proud told Elora exactly how eager he was. Not that she minded.

"Oh you know it!" Elora said before downing the mixed potion. He shook his head, the potion tasting a little funny to the just woken dragon. His hips spread out as his slit shifted, becoming female once more. Her wings shrank into her back as her tail retreated up to her backside becoming a little poof of a faun tail once more. Her back legs shifted claws becoming hooves as she stood up, still more dragon than faun. Her limbs and body stretching returned to her typical proportions as her horns and scales fell away returning her brown and cream fur. Her breasts came back and it could have been Spyro's imagination but they looked bigger. Her face was the last to change as she felt the familiar heat of being a faun fill her loins.

Elora stretched her body out, reaching for the sky. "OOh i hope you're ready to rut me like the sun will never rise." Elora said before she threw herself to the bed tucking her legs behind her shoulder. "Because I have never felt so horny in my life!"

Spyro nodded and nearly tripped over the tray full of potions, which reminded him that they were skipping a step. Leaning down he collected the last prepared glass of liquid heat. "You think you're needy now, then I wonder what this will do to you?" he said, pushing the lip of the glass to her mouth. Elora's sparkling green eyes were locked on him as she smiled, parting her lips as he tipped the brew back. Spyro stepped back, setting the glass on the table as the Elora began to feel the effects. Her nipples grew erect as she started to pant her breath hot enough to steam before her. Her sex turned red and was a soaking mess near instantly.

Spyro looked at her and knew he would pay for this later but he wanted to have a little fun with her. Squatting on the floor before her Elora gave Spyro a confused look before the ex-dragon ran his tongue over her sex. She squealed in delight as his tongue left trails of cooling saliva over her burning hot pussy. Spyro licked her clit and was rewarded with a spurt of fem-cum which only encouraged him to lick her more, he was after all a fan of the way her sex tasted. Elora was swimming in a sea of pleasure but in the back of her mind a growing voice was telling her these orgasms weren't what she wanted. The female faun grabbed her lover by his mane pulling his head away from her sex.

"Fuck me for real." Elora panted out.

Spyro grinned, licking his lips. "Was gonna just as soon as you quit coming all over my tongue." he said and received an encouraging tug on his hair. "Yow alright alright." he stood up, his cock dripping a steady stream of pre-cum as he pushed it into Elora. Spyro had never felt her so tight or so wet before. He leaned over her pounding his hips against hers loving the way this position let him touch parts of her he normally couldn't reach. He fondled her breasts, feeling them shake with every thrust. Elora moaned and climaxed, her pussy growing tighter around Spyro. her orgasm just didn't seem to end, Her arms came up around his neck pulling him down so her lips could meet him in a kiss. Elora's kiss sent Spyro over the edge, his cock erupted inside her. He could do little else but clutch to her body for dear life as his cock was milked, coaxing him to give up every last drop of cum. At length both the fauns calmed down with Spyro shakily standing up before collapsing to the bed beside Elora. He looked at her sex which was struggling to hold all the seed he had filled her with.

"Oh gosh Spyro i-I've never felt so so full." Elora said after she caught her breath. "If I'd known breeding felt this good..." Spyro felt a twinge of trepidation that vanished when she turned her eyes to him, twinkling with her love. "... we'd have been having kids a lot sooner."

"So how long before I meet our little one?" Spyro asked, recalling that she said Fauns don't take long to be born.

"Three to four weeks, any later than that and we should go to a doctor." Elora said, stroking Spyro's chest. "Let's see if you still want to be a mommy faun then.


Three weeks~~


Spyro was in awe. Not being of a species that had live young, he had not been prepared for what it would actually be like to sit next to Elora with her belly bulging from the child they had made. At first nothing much had changed about Elora. The first week the only differences were how not horny Elora was and how much she was eating. It had been a stark change from the Elora that would casually start stroking his cock to the Elora who wouldn't even look at it.

The second week she had started to round out and fast. Spyro had always wondered how other species could tell fat from pregnancy, but now he understood. Her belly had grown straight out, skin stretching tight like a drum as it formed wide and round in front of her.Her breasts had grown bigger as well heavy with milk for the coming child. Spyro recalled the joy she had when her nipples had first started dribbling. He had spent hours his head pressed against her belly listening to the tiny heart beat.

The start of the third week Horny Elora came back and Spyro was glad to fill those needs. In truth he had long adjusted to his girlfriend being horny 24/7 and had been feeling a little pent up. They had both been concerned with the baby so their activities mainly had been oral sex and a bit of anal which they both decided was even harder to do at the moment. They had both discovered that Elora's gravid state was a mutual turn on. Spyro was in love with the way her form had changed and the knowledge that he had brought it on. Elora loved it too and that information had both of them discussing maybe adding a few more children to the plan.

The discussion had been tabled however when Elora had gone into labor an hour and a half ago. Spyro had always heard that giving birth was painful but Elora was blushing and moaning as their first born child greeted the world with a bleat. The little boy faun was dubbed Spiral after they cleaned him off and had him at his mothers breast to feed.

"Okay I really want to have one myself." Spyro said, blushing a bit at the statement.

Elora grinned Looking down at her boy and the grin faded slightly. "Okay but it'll have to be quick. Spiral needs a Mommy right now more than two Daddies."

Spyro nodded. "I'll get changed, you put him down for a nap..." Spyro realized Elora was giving him a look. "I'm excited to do this, you'll be mommy again before he wakes." Spyro said before clopping down stairs.

He had stayed a faun for Elora's pregnancy and only now had a reason to change. Finding the gender swap potion he poured a dose of it and Liquid Heat. Chugging the gender-swap potion again Spyro felt a shiver of delight as his cock and balls slithered back up into his body becoming a pussy, he also delighted in his chest shifting bestowing too breasts to the former dragon. Spyro sighed as the rest of her body smoothed out, becoming fully feminine. She poured a second glass with a double shot of gender swap for Elora before chugging down the Liquid Heat brew. Spyro had thought she was prepared for the brews effect but she was wrong. Spyro's sex felt like it was on fire on the inside and achingly empty. She gasped as she grew damp and her fluids started to run down her legs.Spyro clutched her breasts hissing as the raw need was almost painful. Shakily she took hold of the potion glass and headed back up stairs.

"Oof i can just tell you're gonna make a mess." Elora said as she took the glass of potion from Spyro. The baby was safely asleep in the other room as Elora gulped down the dose before setting the cup aside. Spyro watched rubbing herself as Elora changed. Her shoulders broadened as her breasts melted away leaving a firm manly chest, her hips narrowed and her still swollen stomach shrank back to finely defined abs. Her features hardened as at last her pussy sealed up as she grew a cock and a heavy ball sack dropped down.

Elora pinned Spyro to the wall kissing the former dragon deeply his tongue winding around hers as his cock rubbed at Spyro's needy sex. Spyro whimpered and moaned and writhed under Elora's touch. She desperately wanted that hot rod inside her instead of teasingly rubbing along her outer lips. Spyro couldn't help cumming. Her body was just totally overwhelmed.

Elora pulled free of their long kiss. "Next time you'll know better than to tease me." he said, lifting Spyro's left leg up before pushing his cock into her. "Oh fuck you need this so bad don't you?" Spyro nodded as she at last felt gloriously full.

Spyro was totally overwhelmed her senses contracted to her pussy where Elora's gloriously big fuck stick pumped in and out of her lips. The former dragon was not equipped to handle the pleasure she was experiencing; her mind was lost in a haze that she wanted to stay lost in forever. Spyro felt every caress of her breasts, every pinch of her ass and each kiss Elora plastered on her but the other fauns words were utterly lost to her. Spyro only started to regain herself as she came. As her sex was filled with the warmth of her lovers seed soothing the maddening heat as she was impregnated.

"Spyro? Babe? You okay?" Elora asked worry in his tone.

"Just a little dizzy from it all." Spyro said as she dropped her leg to the ground. "I'm going to lie down for a bit, you get the baby." she said as Spiral started crying as if cued. Elora downed the last of the potion returning to her feminine form.


Three weeks and two days~~


Spyro's pregnancy had been fairly similar to Elora's with the added bonus of dealing with Spiral through it all. Spyro was kinda grateful for the down turn in libido because trying to find time to fuck and take care of their new born proved impossible. Spyro's appetite had gotten even stronger than Elora's had to the point Spyro had gnashed her teeth when Elora had reached for a sandwich from the stack.

The second week was when things got fun because then Spyro's breasts had gotten milky and Elora had decided Spyro should breastfeed Spiral. Spyro was not amused to find her son not only had teeth but that he tended to chew as he drank. Still, Spyro found having a baby in her was so pleasant and more than made up for toothy newborns.

The third week Spyro's sex drive had come back but Elora insisted on staying female and what Spyro found herself wanting most was a good hard rutting. The third week thusly was unfun, especially as it passed and Spyro was getting worried.

Today though Spyro was fully understanding why Elora had been moaning and shaking when she'd given birth. Birth was like a long drawn out orgasm for the dragon-turned-faun. She was glad when it was over if only because she got to hold her baby girl in her arms. A bit of washing and Spyro was happily feeding Ezee the faun to her breast.

"So one girl dragon and one boy." Elora said lying beside Spyro Spiral on her breast.

Spyro was confused for a moment till she remembered their agreement on child genders. "Maybe more if we decide to have more kids." she said leaning over to Elora. "I wouldn't mind laying or birthing some more for you."

Elora laughed gently. "Like I'd let you have all the fun."


11 years and 10 months later~~~


Spyro woke as he heard a familiar whine. "Elora! Elora get up! It's happening!" He Shouted nudging the faun as he wiggled out from under her arm.

"What's happening?" Elora said, waking up her face scrunching with confusion. "What's that sound?" She said coming alert and hopping from the bed.

The door to the bedroom burst open, Spiral and Ezee running in as Spyro hopped to the floor. The three fauns looked worried until they saw Spyro's toothy grin as he pulled open the cabinet where the dragon had stowed their eggs.

The family watched as the shells exploded off the eggs revealing the dragons within. Ezee and Spiral rushed over, wrapping their arms around their newborn brother and sister. Elora knelt down and wrapped an arm around Spyro, the pair leaning into each other as they watched their family.