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[b][u][center]Walter and Wendy's Woodstock Wailings

for RayoElgatubelo

by Draconicon[/center][/u][/b]

Walter grinned as he walked through the tumultuous crowd that was the Woodstock attendees. They called themselves a lot of things, from 'People of the Counterculture' to free-love enthusiasts to just people, but they were all united, more or less, under the desire to be somewhere that wasn't part of the rest of the world. They wanted to be somewhere where the laws of the country weren't so oppressive, where the music mattered, where the people were loving each other, and that was all that mattered to them in that moment.

Hell, Walter liked the idea himself. The idea of putting the Man in his place was fun, even hot, though the latter might have been from some of the strange-colored powders that he had been consuming over the last few hours. He knew that he was flying high as a kite, but didn't particularly care. What mattered more was having fun, and there were plenty of folks to have fun with.

Or would have been, if half of them would have been more willing to wear a fucking condom.

[i]Can't let 'em find out what I am, after all, and hell, we'd be in trouble if someone cottoned on to...[/i]

Walter shook his head, adjusting his blue vest and his baggy pants. They didn't really show off what he had below the waist that well, but hey, they were comfortable enough, and if he could get a little splash of water later, they'd do the job well enough.

He was just about ready to head back to the stage to see if there was a new act coming on when someone caught his eye. Pale skin drenched in the drug-sweat that he felt running down his own spine caught his eye, and he cocked his head to the side as he saw her again, and again, and again, passing through the crowd with a half-smile on her face and her hair flowing free down her back and -

Oh. Oh. That was a thing.

His grin flowed across his cheeks, spreading so far that it hurt as he pushed his way through the other hippies and free-lovers. They were congregating around each other, some of them reaching out and groping him, too. Man and woman both, considering that free love really was free out here. He didn't care; they weren't his current interest, and he wasn't going to be distracted from someone that actually had something to offer him. Not now that he had finally found someone that he could click with, and possibly dick with, too.

He snagged a water bottle from one of the official staff members of the festival, then reached her. She turned, black hair flaring out as she spun around, and she giggled as she looked him in the face.

"What?" Walter asked. "I didn't even get a chance to say anything yet."

"Mmmm...nothing."

She smiled, but pointed to her own face. Walter was confused for a moment, then the wind blew, and he understood. He focused, pulling his own half-rising bits of fur back into his cheeks. Anybody that had been watching might have wondered how someone went from slightly scruffy to clean-shaven in the space of a few seconds, but he doubted that anyone here was sober enough to really notice that bit of a transformation. He had yet to find someone that was sober at all, for that matter.

But it was enough to confirm his suspicions, even if it wasn't for the fact that, well...

"Well, you shouldn't be laughing too much," he teased.

"And why's that?"

"Your skirt's going up."

"Everyone's reaching back there."

"Yeah, but it ain't a hand lifting it."

She blinked, looked back, and this time, it was her turn to nod sagely in understanding. The slight bulge of her tail sucked back in as she focused on it, and he imagined that it was her first time being this stoned. She probably hadn't noticed it, just like he hadn't noticed some of his fluff pushing out before she'd pointed it out.

The two of them paused, and he realized that he had forgotten what he was going to say to flirt with her. There'd been something in the back of his head, but the drugs - while not as strong for him as they would have been for one of the humans attending the festival - were still more than strong enough to knock the train of thought off its tracks when it was challenged. He looked down at the water bottle in his hand, remembering it belatedly, and offered it to her. She took it and glugged down half of it in one go.

"So, I'm Walter," he said.

"Wendy."

"Heh, Walter and Wendy. W and W. Wanna fuck?"

"You always move that fast?"

"Nobody else here looks like they want to do it safely."

"Oh, who cares about safe?"

"Heh, they shouldn't, but we should. You know how it goes."

"Yeah...damn humans, getting scared from everything."

"Yeah. So...wanna?"

"Heh, why not?"

They hooked arms and started making their way through the crowd. It wasn't that hard to push through them when they were working together, and there was something nice about having some pleasure waiting for them in the near future.

They talked as they walked, and they were quick to find that they had similar thoughts on most things. The usual Woodstock features were there, ranging from the desires of having fun with anyone and anything - Wendy joked about having her first experience with the family dog, and while he doubted that was true, he imagined that she probably didn't have high standards for her lovers to begin with - but most of the things that they tossed back and forth would have been true of anyone attending the festival. Everyone that attended disagreed with the culture of the time to some degree, and so it was no surprise that they felt the same about it.

Then, Wendy said something that cemented her place - for the weekend, at least - for him.

"Ugh. But it won't last."

"Right?" Walter chuckled. "Man, I have been dying to say that to someone."

"I know, I know, but it's just...they're so hopeful, aren't they?"

"Everyone is, but it's nothing but a phase. Lots of flash, not a lotta substance, right?"

"Right? I mean, sure, it's hot and fun, but look at it. It's already going to hell, and there's nothing that they can do to stop it."

"Humans and that whole limited life thing. Can't think past their own lifetimes." Walter shook his head. "But at least they have fun."

"Hell yes."

They reached the edge of the crowds, making their way past the few stalls that lined the edge of the fenced-off property, and stepped past the first trees of the woods at the edge of the festival. There had been a few other attendees that had gone off this way during the last day or so, but Walter had been keeping an eye on things during his less-inebriated moments, and he knew that the humans never went that far past the edge. Those that went out here to fuck or piss or shit were more likely to stick just to the first ring of trees, more interested in the quasi-audience of the many other attendees than actually hiding what they were doing.

Of course, he and Wendy had more than a fuck to hide, and that meant going further.

Thankfully, it didn't take long to get past the edges of the trees and deep enough into the woods that the sounds of the festival were muted and the din of the humans gathered through the whole thing were no longer so prevalent. They were alone, and they were both heated.

After sharing another glug of the water bottle, they tossed the empty thing away. Walter leaned forward, pressing Wendy against the tree behind her. She looked up at him, barely shorter but just enough that he could look down at her. He went on his tiptoes to kiss her forehead, and ran his hands down her body, pulling her close. She wasn't wearing panties, he could tell; that skirt was already wet, and there was no way that she had anything between it and her sex.

"Heh...you wanted this, huh?" Walter teased.

"Wanted something, but the humans -"

"No condoms, right. The free love thing."

"Another thing that's gonna fuck them over."

"But for now -"

"For now, let's have fun...properly. You look as good when you change as you do right now?"

"Better. You?"

"So much better."

"Heh, can't wait."

"Clothes."

"Right," he muttered, stepping back and pulling his shirt off. It stuck to him for a few seconds, sweat pulling it tight, but the vest came free with some effort. Sandals slid off, kicked free, and as he pulled at his belt and pants, he looked over at Wendy.

"Mmmm..."

No man could have helped themselves when they saw her the way she was. The way that her black hair ran down her back, the way that the shimmer-sweat of the heat of the day made her skin glow under the rays of sunlight cutting through the trees, was just as hot as one could imagine. He had enjoyed multiple lovers in his time, but there was something about her glimmering body that just made her all the more appealing to him.

He stroked himself as he pulled his pants down, watching as she bent over to pull her skirt down to her ankles. Her ass was nice and big, bigger than the last woman he'd had, and he could only imagine the little jiggles that it would make when they were having their fun. Walter stepped out of his pants, walking up behind her and fondling her. Wendy giggled, giving him a push with one foot.

"Come on. After we change."

"Just saying. You're hot now."

"I get hotter."

"Oh, so do I, but you're starting so good...I don't know if I can keep my hands off you."

"Try. It gets better."

He doubted that it could get [i]that[/i] much better, but he was willing to give it a chance and find out. Stepping back, he felt his own change pushing, chomping at the bit to get free, and he decided that he might as well let it loose. No need to wait for her to finish before he got started.

They both started sprouting fur at the same time, or at least, within the same few seconds. They groaned as the heat of the day started getting thicker as their fur trapped the heat close to their skin, brown and red and little bits of white pushing through their skin. Here and there it was so dark as to be almost black, though Wendy's coat was far more black than his was. She was so dark-coated that he was left shocked, like she had been color-swapped from her human self to this far more exotic other version of herself.

He felt almost plain in comparison, considering that his budding fur coat felt more normal than hers. The soft red and white that was emblematic of a red panda stood out clear and strong along his body, with dark gloves and sock patterns along his arms and legs, but it was the soft white-red stripes along the rest of him that really made him look 'plain' in comparison to the rich blacks and browns that ran up and down most of her body. Her reds were almost more of a brown, standing out in stripes along her tail and along her stomach, but the rest of her was almost solid black, warm rather than repulsive, and it drew his attention like so little else could.

As their fur spread down their bodies, thickening from a simple color along their flesh to actual coats, he could feel the other changes already starting to take place. The tugging at the back of his ears told him that they were already moving up and back along the sides of his head, making their way to where they belonged nearer to the top, and he could see it actually happening with Wendy. She rolled her head along her shoulders, stretching and enjoying her shift, and he smiled as she arched her back and stretched her arms over her head, pushing herself forward, showing off her chest as much as she was her change.

And what a chest it was. It didn't expand much, not compared to some of the other weres that he had been with, but it did grow a bit, and she already had quite a heft to work with. Some snobs might have declined her, considering her bit of pudge, but that didn't matter to Walter. Hell, that sort of softness only made her that much more appealing. It meant that they could have all kinds of fun without having to slow down or wait, or anything like that.

He was changing almost as fast as she was, the pair of them relaxing for probably the first time since the festival had started. They groaned and grunted as they let their features come free, the cracking sound of a muzzle coming in followed by the groan of satisfaction as they started feeling their teeth shifting, their tongue lengthening inside their new faces. The soft twist and pull of their ears rolling up and becoming that much more flexible was as familiar as anything, and the feeling of their tails pushing free -

"Oooooooh..."

Wendy's moan as hers started rolling out of her spine was as good as any of the musical acts that had graced the stage - minus Hendrix, maybe - and he joined her in the satisfying sound as he felt his start pushing out. The sensation of one's spine elongating, getting new bones and building on itself was a weird mix of utterly wrong and utterly right, moving from one body to another and becoming that real shape rather than the one that the rest of the world got the chance to see. Walter growled, clutching his fingers into fists to keep from touching himself too soon, and he arched his back and thrust his hips more than once as the satisfying feeling of the transformation tempted him.

He kept one eye open at all times, watching as Wendy had no such compunctions. She reached down and touched herself, rubbing her dripping slit with one hand while groping herself with the other. Her fur patterns had come in completely, though she had to slow down at times to allow for the new length of claws at the tips of her fingers. Doubtlessly they weren't that dangerous, but when they were pressed against more intimate parts, they always did have to take it a bit slower.

The pressure of the pleasure running through them as they changed tempted them both, and Walter was more than once nearly convinced to grab her and push her to the ground, to fuck her as they both took their true shapes, but he held back. There was one more thing, and as much fun as it would be to jam his cock into her while it was changing, he knew from experience that it didn't always land well with females. Sometimes, they wanted to see it as it would become. And, well, considering the way that it did warp quite a bit, he couldn't entirely blame them.

As their fluffy tails swayed behind them, as she touched herself and he displayed himself, Wendy looked down. He did the same, feeling the change running down to his cock and balls.

Even as his feet were left furred but flat, even as his muscles grew slightly thicker, it was the feeling of his cock growing longer and weirder that really consumed his attention. He grinned as he felt it pushing out, out, out, getting longer with each passing second and getting more...curved, more outlandish. The first time that this happened, he had been beyond weirded out, but over the years, it had become something that was just as exotic as he was, and the imports coming in from overseas - particularly the weird shit from Japan - was more than enough to convince some people to give his dick a try.

It was stretched out, becoming almost tendril-like, curved in the upper third like a raccoon, but thicker than those ever were. There was a flatter bit at the tip, something that made sure that it would be able to plant seed as deep inside a female as possible, and he knew for a fact that there was always a lot of seed to leave behind. Nothing compared to some of those other species, of course, but more than humans.

Much more than humans. He loved the faces they made when they realized just what they were dealing with, and it was one of the reasons that condoms were required. Anything less than something big to catch his load would mean that he left a converted slut behind, and that was, well, frowned upon.

Wendy licked her lips as she watched, and he stood with his hips thrust to the side, showing off both his cock and his swelling balls. They rolled within their new furry sac, and he groaned as he enjoyed the feeling of them being so big, so intensely full and waiting for someone to pump their load into. She was going to be the one.

They finally finished as his sheath rolled up along the base of his cock, giving it something to prop it up, and almost as if on some unspoken signal, he walked up to her and she walked up to him.

They shared a kiss, first, but their hands were doing every dirty thing that their mouths were not. They touched, groped, squeezed, pulled each other close so quickly that there was no getting away from each other. The feeling of her belly-fur against his crotch was something that nearly made him squirt right then and there, the excitement of the transformation fueling his libido and making him extra sensitive. He giggled despite himself as their tongues touched, and she pulled back, looking as confused as he must have when they first met.

"What?"

"Nothing...tickles my cock."

"Heh...not had much experience with us?"

"Not enough."

"Mmmm, let me make up for that."

This time, it was her pushing him back, grinding his back against one of the nearby trees. He grunted as they bumped against it, looking down at her as she grabbed his cock firmly, pumping it hard. Her fingers were soft, her claws just a hint of firmness where they pressed against his shaft. The sensation was different, so different, but so good at the same time, and he bunched his hips together and thrust against her grip.

Whatever he might have said about wanting to get her pussy disappeared as she stroked him so expertly, holding him pinned with one hand to his chest and the other going up and down his cock so fast. Up, down, up, down, the tight clench of her fist and the feeling of her fur tickling his shaft driving him mad. He groaned, his hips managing to find her rhythm after a few seconds, fucking her fist to the pumps she made.

"That's it...Get that first one out."

"Mmmph..."

"You can go more than once."

"Oh, yeah..."

"Let it all out...show me..."

It was going to be one of those. God, that was going to be wonderful. He went with it, giving in to the need between his legs. If she wanted to go more than once, and she wanted it this way, he wasn't going to complain. Not in the slightest.

Up, down, up, down, each stroke getting faster and faster. The fur meant that the pre-cum running from his cock was barely enough lube as she kept soaking it up against her fingers, barely enough there to keep the friction from getting out of control. He didn't care. He wanted more. He needed more, and he was so close already.

Forward, back, his butt bumping against the tree, his tail swaying side to side as he panted for breath. He humped her hand, she leaned in to nibble his neck -

And that was it. He moaned as he came for her, spurting his seed through the air. It went forward by a full five feet before hitting the ground, his cock twitching, dancing in her grip for a few seconds before finally going quiet. He panted as he looked down at the white lines on the grass and earth, and imagined someone coming out here to see that. He wondered what they'd think before having their own bit of fun.

"Heh, better?" Wendy asked.

"Much."

"Come on. Lie down."

He didn't protest. They were enjoying each other too much to question positions, and if one of them had an idea, it seemed just that much more of a common-sense moment to go along with it rather than protest it. He went down, and he saw for the first time the flower crown in her hair. He chuckled, running his finger along it, and she chuckled, too.

"Heh, don't laugh."

"Sorry. It looks good on you," he said.

"It's business, that's all."

"Business?"

"I own a flower shop. Not much, but it's something."

"Better than my odd-job life."

"Mmm, I don't know. I've always liked the idea of having a handy-man around."

"Maybe we can talk about that...later."

"Much later," she agreed.

She was gorgeous, and there was no better word than that for what she was. She was gorgeous, beautiful, sexy, and she wanted him. Hell, Walter wasn't sure that there was a way to describe how flattered he felt about that as she pulled herself closer, running her hand along his cock and his thigh as they laid together on the earth.

She leaned in, giving his cock a kiss, and he groaned as it refused to go soft. Not that he expected it to be anywhere near that after how horned up she'd gotten him, but it was nice to know that the drugs weren't making that harder. As Wendy kissed his cock, he rubbed her head, and as she leaned a bit closer, he wondered if they were going to share another kiss.

Instead, she pushed him back and straddled his waist, pulling his cock between her thighs, rubbing it against her sex. It was so wet, and he loved that. The idea that she was so eager already without him having touched her only made the impending sex that much better. He knew that she was going to ride hard; there was nothing else that would satisfy this goddess of a lady.

"Come here," he muttered.

"Mmm, I'm going to cum, alright."

"Heh, you and me both."

"And if I get cubs?"

"...I'll take care of it."

He didn't know what he'd do to take care of it, but he knew one thing for sure. They were going to be together after this, and that meant that he had to start thinking somewhat seriously. He didn't know how seriously, but if the humans couldn't look after each other, then the weres had to do something.

It was probably the first serious decision in his life, quite honestly, and he would have spared more thought to that if it wasn't for the fact that Wendy was already sliding down.

"Ah...mmmph..."

"Mmm, you like it?"

"Fuck...I didn't think you'd be that tight," Walter groaned.

"Mmm, I can get tighter."

She squeezed her legs and her inner walls together at the same time, and it was almost like he was pushing through a vise. He gasped for breath as she kept forcing herself down with that same tightness squeezing all along his shaft, and he wondered how she could keep that up. It seemed impossible, but she was doing it seemingly with ease. She smiled all the while, at the very least, which meant that it had to be good for her, right?

She reached the base of his cock, and released. He gasped for breath, his muzzle turning up in a giggling grin. He rested his hands on her hips as she rested her hands on his chest.

"Mmm...you are so...amazing," he said.

"And you're good and big. Think you can last?" she teased.

"Oh, I'll last."

"You better. I haven't gotten laid in weeks."

"Oh, I will. Will you?"

"Don't you know? Females have more stamina."

"Prove it."

"I will."

And with that, she started riding. Her wide hips seemed so soft and blush, and she moaned with the cutest face that he had ever seen on a female. There was something about it that really just grabbed his attention and refused to let it go. Despite her large breasts, despite the feeling of her plush hips and thick curves in his hands, there was something about her face, about the way that she screwed her lips up in a moan and the way that she closed her eyes so innocently that made him just feel so hard down below. He felt like his cock had gone as hard as iron, and would stay that way for the rest of his life.

She bounced, and each bounce reminded him of her size. He was thankful for his own muscle, but at the same time, there was a definite bit of work to take her, to help her take him. In, out, in, out, each time sliding down over his shaft and then back up towards the tip. In, out, in, out, each time forcing him in deeper, each time taking that bit more. In, out, in, out, dripping over his cock and down to his balls.

It felt amazing, so hot and wet, and the wet smacks of her flesh and fur against his was all the better for it. In, out, in, out, and his hips started to buck up to meet her, giving her that extra bit of force. She yelped in that soft, cute, high-pitched fashion that he never heard from anyone but a were red panda, and she even brought her hands up in a bit of shock.

"Mmmph..."

"Oh, you're so hard...fuck...fuck..."

"Gonna cum?" he asked.

"Close..."

He nodded, helping pull her down harder, faster. She gripped his shoulders, riding him as hard as she could, and he helped her as much as he could. Up, down, up, down, slick and fast, wet and wild, and so very hot.

They gasped and moaned, whimpered and shivered as they ground together. Every so often, he managed to time a thrust to catch her on the way down, but Wendy moved like one possessed, too eager for his cock and her orgasm to let him get much of a move in edgewise. In, out, in, out, each time taking him right to the hilt. She relied on his hands to not just pop off his cock, and he could feel her moaning, spasming. Her inner walls were squeezing down on him hard, and he knew that he was right at the edge. Soon enough, he'd cum, and he didn't know if it would be her or him that went over the edge first.

It ended up being her, but only by a second. She suddenly arched her back a few seconds later, squeezing down on his cock even harder than she had when she'd shown off, and he gasped for breath. Her inner walls rippled around his cock, pulling him in and holding him there, and there was no more holding back. He doubted that an elephant could have held back from that, or any other male. She squeezed, she teased, and she made him go over the edge right then and there.

Squirt.

Squirt.

Squirt.

It was so tight and he was so hard that he could feel every blast being drawn up from his balls, and it was like his orgasm extended hers, the pair of them shaking as they came from each other's pleasure. They rolled their hips against each other, mindlessly grinding as they orgasmed and took their pleasure properly. In, in, in, driving that seed deeper than either of them would have done with human partners or other species. There was something right here, something good, something [i]intense[/i]. It made them need it, require it in a way that Walter could never remember needing anyone ever before.

And then, it was done. They slumped back down, gasping for breath, their eyes rolled back in their sockets. He laid flat on the ground, and she gripped his arms desperately before she could fall over backwards. The warmth around his cock was lovely, made better by the aftershock tremors of her orgasm that made her shiver and squeeze even as they both came down from that rutting need.

He looked down to see that her juices were mixing with his, rolling out around his cock. It was a mess of a creampie down there, and he remembered what he had said about cubs. He'd take care of it, but that meant taking care of them. The cub, the mother...and his life with them.

Time was not going to pass them by, he thought. Time always pulled everyone alone, even the ageless weres. They would be forced, one way or another, to grow up. The vests and flowers would pass for them just as it would for humans, and there was something to that thought that was inherently sad, like they were losing some sort of innocence that the two of them had managed to hold onto despite their ageless nature. They were going to have to grow up in some way, no matter how different they were.

Slowly, Wendy pulled back, and as she did, the sticky mess between them was made more obvious. He groaned as she lifted herself from his half-hard shaft, watching as the deluge of his own cum came free. There was such a mess, a squelching, slimy, oozing mess from inside her stretched slit, and there was no small amount of pride that came from seeing that. That was all him, a mark of scent and sensation that would stay with her for a while. Walter chuckled, sitting up a bit more than he had.

"Mmmph...good for you?" he asked.

"God, yes."

"You think you want more?"

"Heh, in a minute. Both of us need a break."

"What happened to females having more stamina?"

"This female has plenty," she said, poking him. "I just think that you might want to clear the mess first."

"I don't mind mess."

"Oh, then you don't mind the risk?"

She said it with a tease, but there was something else to her voice, something that tugged at his heartstrings a bit. Was she curious? Afraid? Wanting? It was hard to tell. It was all kind of hidden by the cute and sexy allure that she was putting off, not to mention the way that she spread her legs to show the white lines slowly running out of her and staining her fur. If it wasn't for the fact that he had agreed to a break, he would have been right on her and thrusting away again. Certainly his cock was up for the attempt.

Walter smiled, leaning a bit closer to her. He rested his hand on her thigh, giving it a light squeeze.

"I think I can take the risk."

"Heh...and if it doesn't pan out?"

"I think we'll figure it out."

"I thought I was the one that was supposed to be responsible. Business-woman and all."

"Well, maybe it's my nature."

He was a wanderer, but there was something about her that made him think that she needed to stay with him, or him with her. Maybe she could be convinced to come along with him, to join him in his life, but if she couldn't? Well, he'd be convinced to stay with her. He couldn't see it going any other way, all things considered, and when he got right down to it, he didn't want to convince himself to do something else. He wanted to be with her, for however long she'd let him stay, and that...that felt right.

Squeezing her thigh, he pushed her legs apart. He reached for her pussy, rubbing her lips and making her shiver. Then, without even thinking about it for more than a few seconds, he pushed his fingers in, shoving his seed back inside her. She gasped, arching her back and spreading her legs further as his fingers, two, three, then four went in as far as they would go. He could feel his seed squelching around his hand as he pushed it deeper, and she shivered, getting all the wetter from it.

"What -"

"Do you want to risk it?"

"Mmmph..."

"Heh...you're so wet..."

"I'm high."

She was lying. Neither of them were high, or at least, not enough to impair themselves any longer. But it made for a good excuse for stupid decisions, and considering what they were risking - again and again and again - it was as good as any other. He pulled his hand free, gripped his cock, and laid over her once more.

"Then let's keep you high...high on cum..."

And as he slammed in, she wrapped her legs around him. That was as good as it was going to get, at least for right then.

[b][u][center]The End[/center][/u][/b]

Summary: Walter and Wendy are two red panda weres that are attending Woodstock. What starts out as a convenient fling becomes something more.

Tags: M/F, Transformation, Red Panda, Human, Nudity, Vaginal, Handjob, Riding, Cowgirl, Orgasm, Cum, Creampie, Pregnancy Risk, Drugs, Woodstock,