FSE

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Steph was smiling, curled up around her greatly distended belly when Danielle walked into the room, though she quickly tripped over something. Henrietta hit the lights as she walked in carefully avoiding the thing on the floor by the door. When the lights flickered on Nicole and Henrietta gasped.

Steph's tail seemed to stretch around the room. Steph in one corner on the pile of cushions and a few loops of her tail, the tip making it twice around the room before flicking around gently by Steph's face. "Enjoy your sunbathing?" Steph asked as she stretched her arms and back as she woke up from her nap.

"Yeah... it was nice, but you... what happened?" Danielle asked as she looked at the plump Lamia.

"I guess eating your daughter and daughter in law has an effect on a guardian's body." Steph said before shifting her form to her humanoid shape, but when she finished she had a three foot long and rather thick tail and a pair of bat like wings, both jet black. "More of an effect then I though it would..."

Henrietta smiled. "Well that is what happens when you start storing more energy, your body has to do something with it."

"Neither of you are at your full strength yet." Hariti said as she appeared behind Nicole. "Though Steph you are much closer, spend enough time like that with your charges and you won't have to worry about ever reverting."

Steph's eyes lit up, "You mean I won't die if I am away from them?"

Hariti smiled, "Pretty soon that will be correct, though you will lose your powers, just not your life."

Steph smiled. "I think I won't have to worry about that, but it would be nice to go see my parents by myself every once in a while..."

Henrietta looked at Hariti. "So you are saying we both can be a lot stronger then we are?"

Hariti nodded, "Compared to some of the Guardians I have seen, you two are mere pups. But those guardians were guarding multiple avatars and spent all of their time with their charges, we are talking of years of power where you two have only been guardians for a short time. Though once you are more powerful do expect some great powers to evolve for your use, and they'll suit your past lives." Hariti said before disappearing.

Henrietta smiled. "Powers eh? Any clue Steph?" Shi asked as shi crawled over Steph and laid down next to her on the pillows the urge to be by hir charges near constant for hir.

Danielle and Nicole moved onto the cushions as well. "Well Steph?"

Steph shook her head before pressing her gravid belly to Henrietta. "No clue...." Her new wings wrapped around Henrietta and the other girls quickly absorbing their bathing suits.

Henrietta smiled a shi felt the latex flow off of hir, hir cock starting to stir, becoming more prevalent.

Nicole saw that and smiled. "Seems like someone is a little excited..."

Henrietta's facial fur fluffed as shi blushed. "Sorry..."

Steph smiled, "I don't think any of us mind there Henrietta."

Danielle was already moving towards Henrietta's crotch. "Not at all..." She said before running her tongue along Henrietta's sheath, urging more of the shaft to come out. Henrietta groaned, not quite ready for the attention. It wasn't long before Henrietta's shaft was completely free of its sheath and Danielle was suckling on it, taking the first twelve inches of it easily into her mouth as she wrapped her tongue around that length, enjoying the taste of the pre that leaked from the tip.

Nicole smiled as Henrietta was reduced to gasping for breath as Danielle pleasured hir. Nicole moved forward and slowly started to grope Henrietta's chest.

Steph shook her head. "You girls have fun... I'm tired..." She said curling up, her new tail under her head as she wrapped her wings around her massive gut.

Nicole Danielle and Henrietta barely noticed Steph's comment as Nicole and Danielle pleasured Henrietta. Danielle had taken all of Henrietta's massive length into her mouth and throat, her neck bulging around the length as she pleasured Henrietta before pulling out and just suckling on the tip, Henrietta moaned as Nicole kissed her as she groped Henrietta's tit, tweaking the nipple.

Danielle smiled as she pulled off the now glistening member, she moved to straddle Henrietta's hips and slowly lowered herself until her moist lips were touching that large cock. She moaned with joy as she felt the tip spread her lips. "Oh gods... never taken one this big before..."

Nicole laughed. "You've taken your daughter and her wife quite easily."

"Not the same." She said as she slowly lowered herself onto that pole. "Feels better..."

Henrietta murred. "Don't really know... but it feels good on my end as well." Shi said reaching up and grabbing Nicole.

Nicole smiled and squirmed out of Henrietta's grasp and moved behind the two, she slowly moved up to where their two crotches joined and gave a lick at the union eliciting moans from both of them. Nicole growled slightly before licking Henrietta's dripping slit. "Those two are too greedy...

Henrietta mmm'ed as shi was licked, "What... what do you mean?"

Nicole sighed. "I'm not allowed to put anything in you until they have... They got interrupted that morning..."

Henrietta sighed. "They are the bosses I guess..."

Danielle turned and looked behind her at Nicole who had stopped paying attention to Henrietta's mound, she smiled while she got off and turned around before slamming back down on Henrietta's prick, moaning as it reentered her. She laid down on top of Nicole and started to lick her mound drawing a moan from Nicole as Danielle's tongue lapped at that wet slit. Nicole smiled and started to lap at Henrietta's slit as well, Henrietta soon developed a rhythm as shi thrust into Danielle, every time she pulled out, Nicole would give her a lick. It wasn't long before Henrietta started panting, hir orgasm was fast approaching as hir thrusts sped up. Danielle was moaning near constantly, her attention to Nicole was starting to fade as her orgasm neared.

Nicole smiled as soon as Henrietta started to howl as shi buried hir knot in Danielle as she came, Danielle let out a low growl as her insides clamped down hard on that tool. She buried her face in Nicole's cunt. Nicole let out a roar as she came, she thrust her hips hard at Danielle's face, her lips opened wide and pulled in Danielle's head.

At first Danielle gasped but then smiled, she was going to see what it was like inside someone. Shes started to lick the inside of Nicole's passage, causing the dragon cat to moan as she pulled in the neko.

Henrietta saw this and smiled, she started thrusting again, this time though hir thrusts were short and quick as hir knot wouldn't let her pull out. Hir thrusting helped push the now once again moaning Neko into the dragon cat faster. Between hir and Nicole's efforts Danielle was quickly brought into Nicole's womb, Henrietta's knot popped out of Danielle only to be sealed in Nicole's passage, the herm yowled as shi came for a second time, this time flooding Nicole's womb with Danielle in it.

Nicole just purred as her orgasm from finishing off Danielle and being tied to Henrietta calmed down.

"It seems you got to try two pussies tonight." Nicole said smiling as she curled up against Henrietta.

Henrietta nodded, hir cock keeping the two tied together for the time being, as it was getting late Henrietta decided it was a good time to go to bed. She managed to pull the covers over herself, Nicole and the gravid Steph.

The next morning a young man came up to the door and knocked on it. Henrietta sighed as she pulled free from Nicole's cunny and quickly threw on a robe before answering the door.

"Um... Excuse me... Is Lindsey in there?" The young man asked, he looked to be not even in his twenties yet.

Henrietta nodded. "Yeah, but she is currently unavailable, can I help you Techy?"

"Can you get her? She is supposed to be on watch in a half hour."

"Sorry, she probably won't be available for a few days..." Henrietta looked back inside at Steph who was sleeping rather happily with her arms and new wings wrapped around her middle.

Techy sighed. "What did she do this time?"

"Got herself turned into a snack by Steph. That girl is rather ravenous at times." Henrietta said before laughing quietly.

"Geez, she gets all the fun..." He said before taking a good look at Henrietta. "Wow... you, you aren't bad looking..." He blushed, realizing he said that out load.

Henrietta smiled. "Thanks for the complement. And who knows, if you play your cards right, maybe you'll get some fun of your own, and how has Claus been, he seems to enjoy playing with you."

"Pretty good, he hasn't woken up yet, but if I am on watch, he knows where my room is and where my games are, he is more then welcome to play them to his hearts content."

"Thanks, its been a lot of help, with his mother being indisposed of and his grandmother as well since they got here, it was nice of you to look after him when we couldn't."

"Its nothing... but what you were saying before..."

"Well it appears Higgs wants those two to spread some abilities to some of the people on the crew. Your name did come up on the list we got last night. The girls haven't had a chance to look it over, but I think I can put in a good word for you."

Techy smiled. "Thanks, Does this mean I'll be an anthro?"

"If you want, it'll depend on what you want to be when its done, but it sounds like you'll be able to change that whenever you want if I understood what was asked right."

"Wow... I can't wait..."

"Don't get too excited yet, the girls will have a final say in it, but I'll make sure they give you a good chance at it. And if worst comes to worst, I do have some of their abilities, no where near as much as they do, but I can help you a little. I've just never tried it before." Hir facial fur fluffed up a little, what was shi thinking, shi used to be a guy, but shi just propositioned a young man.

"But weren't you a guy?"

"Yeah, I was, but I am kinda both now, at least I have both sets, if that doesn't bother you too much." Henrietta said with a smirk her blush hadn't gone down.

"I don't know... you'll have to give me a while to think on that. I need to get back to the bridge, my shift isn't over yet..."

"Okay, I'll let Lindsey know you stopped by if she wakes up, if she is able to I'll make sure she takes her shift." Henrietta said before backing out of the door way.

Techy nodded, he caught a glimpse of the two bloated girls inside. "You girls had fun last night didn't you?"

Henrietta's facial fur fluffed up. "A little... Nicole got a little greedy, she needed someone in here and well Steph there took three of them... Lindsey included... And so you know, having both sets is a lot of fun."

It was techy's turn to blush, he turned and walked away, his mind filled with thoughts of a more perverse nature as he went back to the bridge. His blush had gone down by the time he got there, he looked at Higgs. "The girls have done their thing with Lindsey from the sounds of it, think you can get someone else to watch her shift? I was going to watch Claus for them today since it sounds like they are still preoccupied with her."

Higgs sighed. "Sure." He hit a button on his console. "Hey Shaun, wake up."

A voice responded rather groggily. "What is it cap?"

"You got Lindsey's watch till I tell you otherwise unless you really need your beauty sleep." He said through the intercom.

"Sir... I was supposed to have the rest of the week off..."

"If you do this, I'll get you that new toy you wanted."

"Sir, you mean it?"

"Yes, does this mean you'll cover for her?"

"Sure. She ain't feelin well or something?"

"No, just spending time with our guests. Now get up and get going."

"Yes sir."

Techy smiled as he looked at his console, his job on the ship was rather unique. He was their electronic warfare specialist. If they could get him close enough to a wireless network, or give him an IP address, he could get in. No matter the level of security he would get in. Though he came aboard this ship under less then desirable circumstances.

When he was just 15 he had hacked the DOD systems. He thought he got off free from it, but they started to watch his activities. One of the members of the DOD being a contact of Higgs told Higgs about what the kid had done. When Techy less then a month later hacked a crime syndicates systems and wiped their information and bank accounts clean, not before emailing a copy to the FBI, Interpol and the major news networks. He stirred up a major shit storm and the syndicate was after him. He was lucky when he was out of his house when it blew up. No one was hurt, but before he knew it, Higgs men had picked him up and his family was moved to protective custody. He remembered that day, he was given two choices, jail for hacking the DOD's computer, or be put in charge of a highly advanced ships computers.

He chose that latter, and after a year working for them he managed to gain their trust and a nice share in the ships work that he was involved in. His bank accounts were filled and any thing he needed was provided. His first year though was hard work for him. He had to overhaul the entire system, incorporate the firing computers into the mainframe and program an interface to allow the bridge crew of four people to control the entire ships movement and combat abilities. He was always being watched, his room was just a bed and a desk, he wasn't allowed internet access which was a killer for him. But he made it through. A year to the day later, he was given a task to put together a list of parts for the most powerful PC he could build. He did so and as soon as he was given the parts to build the computer, he was told it was for his personal use. He remembered Higgs saying that no one on the ship goes without reward, and his work had helped bring the ship up to where Higgs had been wanting it and he got his computer, plus nearly 300,000 dollars for his first years work. His things were also moved to a larger room so he had enough room for all the things an 16 year old could want.

Techy smiled as his relief showed up. He enjoyed working the night shift, it left his days free, he walked into his room and plopped down on his water bed. The room was filled from wall to wall with all sorts of electronic equipment. "Computer, open folder, Fap." He smiled as the large screen on the wall at the foot of his water bed lit up. One of the first things he did after building his computer was creating a voice command program. He programmed most of the computers programs himself, even writing drivers for his software. He did install copy of Windows on his computer so he could play his games, but he only booted up windows when he wanted to play, right now he wanted to explore his possibilities.

Techy smiled as his computer opened up the folder as soon as he finished speaking. Solid state hard drives were things of wonders, and his computers entire internal storage of nearly a terabyte was made up of those hard drives. His ten terabyte external array was all 10,000 RPM SATA drives. His files were immense, if it existed and he wanted it, he saved it. "Start slide show." He said and the computer did so. Images of different furs from around the world started to go through his screen. The lanky 18 year old smiled as he thought of the body he wanted. His frail body, his short blonde hair that if he let grow more then an inch turned into a curly mess, his large round brown eyes that didn't seem to fit his face. He would love to be something else, maybe he'll get a chance. The slide show advanced to another picture, this one was a dragoness. "Computer, pause slideshow." He spoke, it stopped on the picture. She was posing wearing a pair of shorts with a third leg that covered the first six inches of her tail and a belly shirt that hung tightly to her chest. He smiled. Now that wouldn't be bad. He imagined himself as a dragon, thick powerful tail, blue scales with gold highlights. Large wings that could carry him up on the winds. A powerfully muscled body. His thoughts were interrupted when he heard a knock on the door. He sighed. "computer, close folder, start windows." He went to the door and did his best to put his earlier thoughts in the back of his mind as he opened the door. Claus was on the other side.

"Hey Techy, can we play today?" Claus asked rather energetically.

"Sure thing kiddo, I've got the computer getting ready as we speak, what game would you like to play?" He asked.

Back at the girls room, Henrietta smiled as she looked over the list. She hadn't lied when Techy's name was mentioned, his name was near the top of preferred candidates. Steph started to moan as she woke up. Henrietta turned to her.

"You ready to let those girls out? Lindsey is supposed to be on watch this morning." Henrietta said to the bloated girl.

"Not really, they can come out anytime... but I see why Dani likes having people in her..." Steph said as she rubbed her belly.

"Well that is good and all, but Danica really hasn't had a lot of time with her son lately, and we've got work to do." She said tossing the list at Steph. "These are all people who Higgs wants Dani and Launi to look at. We need to get started if we are going to get him the support he needs to help those people."

Steph sighed. "Alright, give me a few minute, Lindsey isn't done yet with our charges, but I don't need them in me for them to finish. That and I'd like to talk to Higgs by myself for a bit today..."

Henrietta looked at her. "Oh, what about?"

"What all they know about that facility. If I can help, I'd like to."

Henrietta sighed. "You know he won't let it..."

"I know, but it can't hurt to try." She said smiling before her stomach distended on her as one of her occupants moved around. "I think one of them is waking up. Time to let them out." She said before shifting to her lamia form, the large bulge in her middle slimming as she moved them down her tail. "I'll be back in a few minutes." She slithered into the bathroom to let out her three passengers.

Henrietta sighed before curling up against Nicole, careful not to wake her up as shi laid there.

It wasn't long before the girls were out of Steph. Lindsey was smiling. "Is it done, can I do those things yet?"

Danica laughed. "Not yet. We just barely got to play with you last night before you passed out on us."

Lindsey blushed. "I've never... felt..."

"First times can be a little tiring, especially when you have several people making you feel that good. But give it time, and you'll last longer. Maybe long enough to return the favor." Launi said as she hugged Lindsey from behind, grabbing on of Lindsey's b cup breasts in her hands and gently kneading it.

Lindsey mewled quietly, "Sure... but... can I get a look at myself first?" Her tail was twitching as her breast was played with.

Launi smiled. "Sure thing there kiddo. Just don't make too many poses, or I might have to take you into the bath there and have some fun."

Danica looked at them and then to Steph. "Come on Steph, lets leave those to by themselves for now. We have some scouting to do. But before that, lets go get some breakfast."

Steph looked at her. "Oh... do I have to?"

"Yep, lets go get some food." She said as she walked out of the bathroom. "Henrietta, you and Nicole want to go get some food?"

Nicole looked up at her, blinking away the sleep from her eyes. "Yeah... sure, let me just get your mom out and we'll all go..."

Danica smiled. "How did she sleep?"

"Like a baby..." She said as she started to push out Danielle. Danielle was out rather quickly, still asleep.

Danica smiled and concentrated for a minute. Her face pushed out into a short muzzle, her legs started to shift back into a more digigrade shape. Her hands turned into paws, her feet as well, a soft orange with black strip fur started to push out of her skin. Soon she was back to normal sans her extra four breasts. She had finished just in time for her mother to start to stir. Danica laid down next to her mother and presented one of her nipples to her mouth. Danielle started to suckle in her waking moments, drawing her daughters milk into her mouth. She purred as she drank.

Danielle stopped for a minute, not looking up. "Danica, when did you change?"

"Just now, was missing my fur." She said as she got up. "Like your drink?"

"Delicious, might have to have some more later." Danielle said smiling. "So what is the plan for today? More sex?"

"Maybe, but first we are going to have breakfast down at the mess hall. We need to scout out who else we are going to gift."

Henrietta looked at her. "You didn't get to see it, but Higgs gave us a list last night. The boy your son is spending his days with is on it. I was thinking you should do something to thank him."

"Sure. We can do something for him. But I'd like to get to know him before we give him too much."

Henrietta nodded. "I think he'd treat it responsibly. But you are right, you should meet him first."

Steph looked at the other girls. "Well if you don't mind, lets all get dressed and head out."

Henrietta nodded and turned to go find something to wear, but Danica cleared her throat. "Steph think you can hook Henrietta up with something other then her usual loose slack? Give her something that shows off those curves she has?"

Henrietta looked at Danica. "You can't be serious... I'm..."

"Beautiful, you should show what you have." Danica said smiling.

"But what about..."

"Your package? Why do you think we gave you that ability to hide it when you want to? Now no complaining, I won't let one of my friends be self conscious."

Steph had already walked up to Henrietta and smiled. "Don't worry, I'll be sure to at least make it reasonable." She said before the latex flowed from her hand and covered Henrietta in a mid thigh length floral pattern skirt that looked like it was made of cotton and a matching shirt that showed ample cleavage and hung to her curves. "That isn't so bad now is it?"

Henrietta looked at the outfit and noticed the lack of underwear, "Umm, underwear?"

Steph giggled. "Oh well, I was hoping you wouldn't notice." She quickly formed a push up bra and a thong on Henrietta. "There you go."

Henrietta looked at the way the bra enhanced her cleavage and sighed. "Can't you just give me a normal bra?"

"Nope, you are going to show off today. Its what Danica wants. And she wants it so we give it."

Henrietta looked at Danica with a pleading look.

Danica laughed. "Okay, Steph ditch the push up, Shi still needs to get used to dressing like a girl in public."

Henrietta sighed as the push up was replaced with a more conventional bra. "Thank you."

"One of these days Henrietta, we are going to make a girl out of you."

"I think you already have..." Henrietta sighed.

"Alright Steph, time for me and mom, do your best."

Steph smiled, as she placed her hand on Danica, quickly a belly shirt covered her followed by a pair of mid thigh length jean shorts. Steph then moved onto Danielle, forming a pair of Capri's on her followed by a loose fitting blouse.

Danica looked at Steph. "Hey Steph, is it just me, or are these actually cotton and denim?"

Steph smiled, "Well since you and Launi gave me a pretty good boost in power last night, I've been able to do some more things."

Danica shook her head, "The things you can do are getting to be mind blowing."

Steph laughed, "Good, that means I can keep surprising you." She wrapped her new wings and tail around herself and they quickly sank into her skin, soon a black silk dress appeared on her as the areas of her skin that were latex turned to normal skin. A pair of knee high boots appearing on her feet.

Nicole had managed to get herself dressed in Capri's and a tank top tailored for her wings. "Well if you all are done messing around, shall we go for breakfast?"

Soon the girls were on their way leaving Launi and Lindsey by themselves.

Lindsey was smiling. "Wow, never imagined just ears and a tail would look so good on me... Think you can..."

"Go full Monty on the Snow Leopardess?" Launi said smiling as she moved behind Lindsey again.

"Yeah... I am talking looking like you do..." Lindsey said as she turned, blushing slightly.

"You sure?" Launi said looking Lindsey in her eyes.

"Not really... but you can always change me back, right?"

"Of course, and soon you'll be able to do it yourself." Launi said as she placed her hand on Lindsey's shoulder. "You ready?"

"Not really, but do it before I start second guessing myself." Lindsey said looking back in the mirror.

Launi nodded and started with fur. A Soft pelt of white fur with black rosettes started to fill in from where Launi's hand touched Lindsey shoulder. Lindsey the 5' 8" girl shuddered as she watched herself grow fur. The next thing was her legs, growing longer before becoming digigrade. She purred slightly as she watched her feet become paws, her hands followed suit, she took a second to look at them, the slits on top revealing short stubby claws. She felt movement in her face and looked just in time to watch a muzzle appear. She bared her teeth, seeing her new feline like teeth. She then felt something pinch on her chest and belly below her breasts. She looked down and started to see her new breasts start to swell, soon looking like Launi's, six breasts in total, her top pair being the biggest her bottom the smallest. She felt her tail lengthen and she smiled. "You done yet?"

Launi nodded. "So how do you like it?"

Lindsey looked at herself in the mirror and kept trying different poses. "Not bad..."

"But... there is a but isn't there?" Launi said looking at her. "I think your beautiful."

"I know, but the extra tits..." She said before hefting her lower most pair. "I am not sure they are right on me... Think you can get rid of them? Maybe just make the top pair bigger?"

"Sure thing there kiddo." Launi said smiling before reaching around Lindsey from behind and grabbing Lindsey's B cup upper breasts and kneaded them causing Lindsey to moan. As she did so the lower two pairs started to get smaller as her upper most swelled. "Tell me when to stop." She said as the lower two pairs disappeared, the upper most swelled to C cups.

"I want to try D cups." Lindsey said between moans. Launi smiled as Lindsey's tits reached D cups she tweaked Lindsey's nipples causing the leopardess to mewl. "Well?" She said letting them go.

Lindsey smiled at her reflection. The new six foot tall leopardess hefted her breasts before running her hands down to her hips. "Mmm, think you can give me some more down here?"

Launi giggled. "Any more and your approaching porn star figure."

Lindsey looked back, pursing her lips slightly her hands still on her hips. "Can't a girl try things out?"

"Sure thing." Launi said smiling, as she put her hands on top of Lindsey's hips started to swell slightly her firm ass following suit.

Lindsey smiled as her hips swelled. "Wow... I think that is enough for now." She said before turning around. "So Launi, what do you think?" She asked as she pushed her hips out to one side, her exaggerated hourglass figure looking near comical as her tits finally stopped jiggling.

"I think you went overboard. Care to let me help?" Launi asked as she moved forward.

Lindsey sighed. "I know, I figured may as well give it a shot."

Launi just hugged Lindsey, Lindsey's hips and ass shrank slightly, her tits went down to small C cups and her muscles became nicely toned, giving her a nice athletic look. "There we go. How about that?" Launi said as she let the leopardess go. Lindsey turned around and let out a low whistle, flexing her newly toned muscles.

"Wow... I think that's it." Lindsey said as she looked over herself, her legs, her arms, her abs, all of them looked perfectly toned. The tone many women struggled years for.

Launi smiled. "Good, now you still want to be our priestess right?"

Lindsey nodded. "If last night and this are just a little bit of the perks, how could I say no?"

"You realize that you might be needed at a temple for a while, right?"

Lindsey nodded, "kind of figured, a priestess usually is found at a temple worshiping her deities right?"

Launi nodded, "Yep, but it shouldn't be hard work, we'll help you get it started and what not. Though we will not have a chance to start it for a few years at least."

Lindsey looked at her, "you don't have to try to persuade me, I've agreed."

Launi grabbed her hand and led her out of the bathroom. "Lets get you started on that path then."

"What do I need to do?" Lindsey asked as she was pulled down onto the bed of cushions.

"Drink for now." Launi said as she offered Lindsey a nipple. "It'll help your stamina, and give you a little bit of a charge for when you get your first powers."

Lindsey looked up Launi from her position at her side. "When is that?"

"Soon child, now drink." She said as she gently pulled Lindsey's head to her nipple. Lindsey at first didn't suckle but gently nipped and pulled on it with her teeth. "Not now child, later we will enjoy some release, but for now drink."

Lindsey complied and started to suckle, soon she curled up against Launi a smile on her lips as she enjoyed the rich creamy taste of Launi's milk. It wasn't long before she fell asleep, still suckling. Launi followed suit. Tired from doing so many alterations to Lindsey's body in such a short amount of time.