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From Hot-Shot to Sex-Pot

Part 2

For Anonymous

By Draconicon

The thought of completely losing his dick paralyzed him. It was bad enough that his meat had already been shrunk down to a pathetic nub of its former self, barely an inch long and situated over a pair of balls that were too big for it, far too big. He shivered, his hands clenching into fists as the chameleon loomed over him, that thick meat throbbing up and down. The tapered tip flicked near his face, almost hitting his cheek with a spray of pre-cum.

That finally broke the semi-trance that held him in place and let him run. He jumped to his feet, leaving his pants behind as he rushed for the door. He slammed his palm against the pad -

THUMP!

Only to bounce off the metal plate still locked in place. Falco hit the button again and again, all but begging the door to open, but nothing happened. Even as he desperately jammed his finger against the button, trying to get it to register his touch, nothing happened.

"I don't think that you understand, bird-brain."

"Let me out!"

"Oh, no. It's not that simple, you idiot. I locked the door for the next half-hour. A half-hour in which this is going to continue."

"I never fucking agreed to this!"

But the door still didn't respond. No matter how many times he jammed his finger against the little plate at the side of the door, no matter how hard he beat his feathery fists against the door itself, there was no response. Nobody came from outside. Nothing changed on the inside.

He slumped against it, huffing and shaking his head. The heat from the drug - whatever it was - still burned in his veins, and his miniature dick continued to twitch over his balls. Whatever relief that he'd felt from the initial burst of pleasure was fading, and the need was rising again. He hunched his shoulders, hissing through his nostrils as he weakly thumped his head against the door.

"Heh. If it makes you feel better, feather-head, you might get it back."

"...Keep talking," he muttered.

"If you can hold out for a half-hour, not give in, maybe it won't shrink all the way. You've already held out longer than the guy I bought this from said you'd be able to. And if you don't lose your dick? Well, you can get some sort of surgery. Get it longer again. But not as long as me..."

He shivered, the mental image of the chameleon's dick all but burned into his brain. Even as he tried to think about anything else, all he could imagine was that big, shimmering shaft oozing over a pair of heavy balls. The sheer heft of it still seared through his mind's eye, and the sight of just how much pre-cum had been drooling from it only made it worse. That was a cock of a real man, and his -

Falco pushed that thought off the rails before it could go any further. He clicked his beak as he shook his head.

"What happens...what happens if I can't resist?"

"Well, then. Your cock disappears."

"..."

"And the less you resist, the more that you'll change. Your dick will disappear, your balls will go inside. Hell, you'll be as female as you can be without getting a pair of breasts, you stupid little bird. And then? Well, I imagine that you'd have a whole new set of instincts that would need...satiation."

The way that his rival hissed that word sent a shiver down his spine, and not the sort that made him feel any better about the whole situation. His toe talons curled in his boots as he looked over his shoulder. Leon was still stroking himself, teasing himself, and the sight was...more erotic than he really wanted to admit. He shook his head, looking away again, but the image was in his mind now, and the scent...the scent of the chameleon turned his nose.

The whole room stank of sex now, and he knew at least part of that was him, but even that was a different scent than he was used to. There was something less...less male about it, less challenging, and he didn't know how to feel about that.

"Come here, bird."

"Nnngh..."

"Come...here..."

Falco breathed in again, and he couldn't ignore the strange pheromone scent in the air. It was thick and musky, and he knew for a fact that it was coming from Leon. It had to be one more trap, something else to work on the stuff that he'd swallowed and had burning in his blood now, but even though he knew that it was meant to screw with him, his body still responded.

He turned, leaning his back against the door. For now, he could at least resist walking. He panted as he looked down at that tapered dick again, the head shimmering, dripping with pre-cum and staining the floor with how much it was leaking. A pair of green balls hung beneath the shaft, heavy and full, and -

Nnngh...

He felt his own cock twitch again, imagined thoughts of being on his knees to get a better look at the bigger man's dick. The pheasant shook his head, but Leon must have seen.

"Heh, imagining it down your throat already?"

"Get out of my head."

"I'm not in it. I just know what bitches like."

"I'm nobody's bitch."

"Not yet," Leon said.

Flick, flick, flick. The chameleon took his hand from his cock and leaned back against the counter. Despite the mess on the floor, there was nothing but confidence on the other man's face, and the sheer arrogance in the chameleon's expression made him want to snap. Snap...and shiver. Shiver, and stroke. Stroke, and -

He had to force his hand back to his side as he felt it moving down, reaching for the remains of his cock. The heat burned through his blood as he felt the utterly foreign need burning through him. Falco hissed and clicked his beak in frustration, shaking his head and trying to snort the musky smell back out of his nose, but it kept coming back, thick and heavy in the air. Heavy and hot, he realized, hot enough to leave his ass cheeks clenching and his tail-feathers lifted in a completely embarrassing way.

"Come here, bird-brain," the chameleon said, giving his cock one long, slow stroke in the process. "Come here. I know you want it."

"Nnngh..."

"You know you want it, too."

He didn't, but his body did. He couldn't ignore the command, something in the pheromones getting right past his common sense and all but dragging him across the room. His head was spinning and his beak hung open, short tongue pushing out and past the bottom of his beak as he walked closer, closer, closer to the other man. The spinning feeling in his head was turning to dizziness, and he could feel his meager cock twitching, oozing down his thighs, and his balls felt so heavy, so full, as if they were too full and couldn't empty fast enough to keep from getting heavier.

Finally stumbling to a halt in front of the other man, he tried to find his words. His head felt like it was on fire, filled with an inferno, but before he could muster an argument, Leon grabbed him by the balls and pulled him even closer. The sensation of his cock brushing against the other man's shaft almost pushed him over the edge right then and there. Falco arched his back and huffed, his eyes closing tight.

"Yes. I expected you to be this weak. This...pathetic."

"Let...go...of me," he hissed under his breath. "I'm not...not pathetic. I'm not...this isn't me. You know that this isn't me."

"It will be, hehehe. Now...get on your knees."

"No...not going to...give in," Falco muttered, shaking his head as he desperately tried to hang onto what was left of his dignity. "I'm not going to - NNGH!"

That dick. That fat, nine-inch cock rubbing between his legs, against his balls, against his own cock. The sheer reminder of just how much smaller he was now hit him hard, leaving him gasping for breath and curling his talons tightly. He couldn't think of anything but just how big that cock was, and the smell of it wafted up. Thick and wet, masculine and waiting for something to open up for it, to give it the pleasure that it deserved -

"On your knees, bird."

Falco fell before he could think any further about it, hitting the ground hard enough to rattle his knees. He groaned from the impact, but that cock was right in front of him now. He breathed in -

"Ah...ah..."

And was immediately knocked backwards, his head reeling from the sheer intensity of the pheromones coming off that cock. He could barely think, his head spinning around and around, and he leaned back, barely catching himself with his arms as he almost fell onto his back. The intensity, the masculinity -

It was affecting him in more ways than one. He gasped as he felt the tightness returning to his cock, the sucking, pulling feeling hitting him once more. Before he could focus, he lost half an inch, his cock looking like little more than a clit over his balls with a tiny little pin-prick of a hole in the middle. It sprayed pre-cum constantly, a tiny little leak that couldn't keep up with the flow. It made it look like he was all but pissing himself from the tight flow coming free.

Leon smirked over him, standing with one foot on his thigh and the other on the floor. The chameleon's boot was rough, too, reminding him of who was in charge and who was breaking apart on the floor.

"Look at the pathetic little bird-brain. Completely losing himself to a simple party drug. What the hell would your boss think of you? If this was me, and Wolf found out that I had been this stupid, he would fire me instantly. What would your boss do to you, hmm? Do you even have a place to go back to?"

"I...I...still have my dick..."

"Not for long, bird-brain."

Rough fingers grabbed him by the back of his head, jamming him forward. Falco yelped as he was jammed face-first into the other man's groin, his eyes rolling back in their sockets as the rich musk assaulted him again. What little control he'd managed disappeared, his eyes rolling back and his cock spitting cum. Not pre-cum, but cum as he went over the edge from the pheromones alone. His legs spasmed, his cock twitched, and slowly but surely, it was pulled into his body.

"Nnngh...ah...mmmph..."

Falco couldn't even come up with a response as that fat dick was forced past his beak and over his tongue. With one hand on the back of his head and the other threatening him, he was forced to just take it. The flow of pre-cum over his tongue was constant, the salty, slightly bitter taste impossible to escape. His eyes rolled back, half-closing to not think about what was happening to him, but Leon just kept using him, thrusting casually over his tongue as if he was just one more bitch that had been picked up at a bar somewhere.

In, out, in, out that cock went, and slowly, his own cock was getting pulled into him. He felt the last of it disappear, falling inside of his groin, and his balls...his balls started pulling up. He whimpered, trying to focus through it, trying to find the willpower that he'd felt before, but with that fat, perfect cock over his head, in his mouth -

Perfect...cock...

The thought was so wrong, something that he never should have thought, but it felt so right now, so perfect for what Leon had become over him. He groaned as he swallowed, the first mouthful of pre-cum going down his throat even as he felt his balls pulling up. The tightness, the feeling of something grinding against his groin for a moment before it just...gave way. He didn't know how to describe it, save for the feeling of clay getting jammed into more clay. It was like everything was just...breaking down between his thighs, clearing away and melting back to where it came from once more.

His eyes closed tight, and Leon rammed him down. He couldn't think, couldn't breathe, could only experience the feeling of his body warping. That molding feeling spread, feeling like it was resting in his hips, his ass, his waist. Everything felt like it was changing, even down to the muscles in his arms and legs getting daintier, slighter. He didn't want to think about how it looked, but mental images popped into his head against his consent, against his will.

Slighter, thinner, weaker, needier...

Those thoughts were all the truth, he realized, truth of what he was becoming, what he was going to be for Leon. He moaned around the cock down his throat, feeling it pulsing, oozing more. It pulled back, dabbing against his tongue, and the sudden surge of pre-cum fed the changes down between his legs. Things opened, and he gasped, his eyes going wide as he pulled back.

"No, no, no," he whispered, thumping down and spreading his Legs. "No, no god, no..."

"Oh, yes," Leon said, following him forward. The chameleon lifted the toe of his boot, pressing down. "Goodbye, cock. Hello, pussy."

It wasn't completely there yet, but he could feel the flesh parting against the chameleon's boot tip as he pushed down. The feeling of his body completely surrendering, giving in, was more embarrassing than any previous defeat. At least in the past, he had managed to walk away and know that he could come back and fight again. This time...this time, something big had been taken from him, and he didn't think that he could ever get it back.

He tried to push the chameleon's boot away, but his arms were too weak, ineffectual. He stared at them, looking at the loss of muscle down his biceps and his forearms. His limbs looked more delicate, less like a fighter's, and his legs were no better.

But as he shifted his weight, he could feel that other things had gotten bigger. His ass - oh fuck, his ass was bigger than it had been before. It threw off his attempted roll to his feet, leaving him on all fours -

"AH!"

Falco screamed as Leon shoved a finger past his new pussy, forcing it deeper. It was like the other male's digit was carving him out, opening him up, forcing his pussy to expand and grow and deepen. There was nothing that the bird could do to stop him, his arms giving out and his upper body hitting the floor. Nothing above his waist wanted to work; everything was overwhelmed with all the stimulation that he felt.

Even the 'carving out' down there felt good. Leon's finger went deep, pushing him open, making the transformation go further. He felt...he felt hot inside, the need that came with everything getting all the more powerful. He hissed and winced, closing his eyes as he tried to tilt his head away, but the feeling of that finger - then two fingers - made it impossible for him not to feel good. It was like...it was like his body was being made to be used, and now it was fully fulfilling its purpose.

"Mmmph...ah...ah...nngh!"

"Yes, moan for me, bird-brain. We both know that you're finally getting what you deserve. The better man has finally won."

"Get...get..."

"Oh, you will get what you deserve, you stupid little bird. I didn't finish yet, you know."

The idea of taking the chameleon's cock was as frightful as it was desperately wanted. The sheer indignity of being fucked by his rival - and worse, probably cumming from it - would have freed him from his paralysis if anything could have, but even that wasn't enough. He was pinned, overwhelmed, and now -

Now, the fingers were coming out.

Now, that cock was between his thighs.

Now, it was rubbing up towards his new pussy, sliding off his slick lips over his clit before pulling back. It lined up with him, and then -

POP!

Squelch.

It was inside, and the pheasant lost his voice as he felt something big, thick, and male actually inside of him for the first time in his life. His breath was slowly forced out of him as he felt that thing going deeper, deeper, and deeper still, eventually bottoming out in his insides and pressing somewhere that he didn't have before. He wheezed, his hands spasming, his entire body going limp save for that tight little slit which clenched hard around the other man's cock.

"There you go. Now, you understand. Now you know what you are. Heh. I wonder if you'll lay eggs by the time that I'm done with you."

"You - MMPH!"

What little Falco might have shot back was cut off by the first little sawing movement of that prick inside him. Nine inches was still nine inches, after all, and it was slowly moving forward, back, forward, back, constantly reminding him of the sheer pleasure that came from being gradually broken in. His body was too sensitive, completely turned on now, and even that slow pulling reminded him of all the texture on that dick...the size of the dick...his own lack in comparison...

Then in. The wet squelch of it sliding through his moistened slit, going right down to the bottom of the cock again. The feeling of the tapered head rubbing against the end of the tunnel, what should have been pain turned to ecstasy. Details were fading, his mind melting as Leon was already pulling back again.

In, out, in, out, each thrust getting slightly faster, forcing him to try and keep up and never quite managing it. The feeling was...the feeling was...

Oh, god, he couldn't describe it. All he knew was that it was good, and his body needed more, and he wasn't sure how to get it. Nothing worked, and no thoughts penetrated. All that hit him was the feeling of dick.

Big dick.

Leon's dick.

In.

Out.

In.

Out.

Falco's mind was gone; nothing was left as Leon reached full speed, hammering into him over and over. The insane sensitivity back there meant that he was already on course for his third orgasm for the night, and he didn't know what would happen to him after that. His beak hit the floor, his head rolling to the side as he was rutted brutally from behind. Each thrust made a wet smack against his feathery rump, and he wheezed out with each impact.

In.

Out.

In.

Out.

It never stopped, never eased, and his mind was drifting further and further form the moment. All that mattered was that dick in his pussy, rutting him, filling him, breaking him in little by little. His breath caught in his throat as he took it to the hilt over and over and over again, each time feeling that little bit fuller.

In, out, in, out. Faster, faster now, those balls swinging forward to rap against his clit, reminding him what he had lost, what he had now. The feeling of those scales, that feeling of a bigger man over him was driving him further and further into a mental space that felt impossible to escape from. The sheer size of that shaft, the way that it gave a burning stretch after time that it went from the tip to the thicker base, pushed Falco further and further towards a whole new sensation.

In.

Out.

In.

Out.

His thighs spasmed, his eyes widened, and his beak hit the floor as he was finally pushed over the edge. Too much, too intense, all at once. He screamed - he wheezed - he moaned as he came, squirting over the floor as the rut just kept going, the powerful chameleon ramming in over and over and over. Each time that he thrust past the pheasant's utter need, Falco swore that his orgasm was only extended further.

He could barely breathe. He certainly couldn't fight.

In, out, in, out, the jackhammering thrusts making his bigger ass quake from the constant battering smacks. He could hear and feel them, feel the jiggle and shake that followed. Each time that Leon bottomed out, he felt another burst of pleasure, heard another squelch of his juices flowing out and around the shaft. It kept him screaming, kept him moaning.

He lost count of the number of orgasms that rolled over him as he was used over and over and over again, but he knew that there had to be double-digits by the time that Leon pulled out. Still no orgasm for the chameleon yet, but he was moving with purpose, with intensity. Falco couldn't even squirm; his body sagged completely, feeling just how ruined he was from behind, how he dripped down his thighs with abandon.

His rival grabbed him by the scruff of his neck and pulled him upright. He wheezed as he was made to face that cock again, his beak hanging open as Leon jerked it, pulled it. One thrust, two against his own hand -

"Mmmph!"

And then it was over. The musky spray came down, soaking his face, and he just stared straight ahead. The taste of it slowly dribbled into his beak, over his tongue. There was no getting away from it. No getting away from the smell. No getting away from anything.

"There...there you go...now you know...what you are."

"Nnngh..."

"Heh...that out of it, huh? Bird-brain...you never had it so good."

Leon let him go, and Falco hit the floor with a thump. He wheezed, just trying to catch his breath after the rut of his life as he stared at the far wall. Slowly but surely, his thoughts were coming back, his ability to think and reason coming online again. Even as Leon walked around him, going to the door to the hotel room, he realized what he'd lost, and...and what he had to expose later.

"Deal's a deal, bird. It's been a half hour. You can go...or you can stay, if you're not satisfied yet."

"Nnngh..."

"Heh, you're a bitch, Lombardi, not a beast. Use your words."

"I'll..."

Go? There was no way that he could stay, but where would he go? He'd been changed, completely changed, and he didn't know what the fuck his team was going to say when they found out that not only their best pilot had gotten fucked over by their rival team, but had lost something that made him so good. His cock, his manhood, his confidence: all three had been taken from him by the asshole across the room, and even his best hopes weren't going to be good enough to get those back.

But he couldn't stay. That would just ask for this to get worse. He couldn't...he couldn't risk that.

Falco fumbled for his pants, dragging themb ack on with more than a little effort. He groaned as he forced his legs down their holes, pulling them up. No underwear, but...at this point, he wasn't sure that he could have taken that. The extra space that he felt in his pants now was bad enough; the gap, the void that would have cupped his dick before, sent a shiver down his spine.

"Heh, looks like they show off your ass better than they did before," Leon said, shrugging.

"Fuck...you..."

"Anytime, bird-brain."

Leon held the door, and Falco took the chance to leave. He forced himself to walk - hell, run. If he didn't leave soon, he didn't know if he'd be able to leave later.

#

Falco waited on a street corner by one of the Cornerian parks, his arms wrapped around his middle and his head rushing a mile a minute through his thoughts. He was waiting for Fox to come and pick him up, and he hoped that his commander would be there sooner than later. What he had gone through...

What the hell do I tell him when he gets here?

He'd just been fucked. Raped, if one wanted to get down to it, even though with all the pleasure that he'd gotten out of it...

Ugh...and I agreed to it...

Not reading the small print might hold up in a court somewhere, but that would mean that he'd need to confess what had happened, talk it through, admit that he let the other man take advantage of him. The private matter between him and Leon would become a public thing. His rep would take a hit, and so would Fox's, which was the bigger problem. It would be one thing if he just lost a little bit of rep with the ladies, but if the team got whammied with the bad news, then they'd start losing contracts, and they needed them. Badly.

Leon had him over a barrel. At any point, the chameleon could get in touch and start demanding favors in exchange for not telling anyone what had happened between them. Falco wasn't sure if he would be able to resist giving those favors, either. The situation was...well, it was shit.

And he knew it.

He squeezed around his middle all the tighter with the occasional flushes of pleasure that still rippled through him. They weren't as strong as the heat-blasts that had made him completely vulnerable to Leon's manipulation, but they were still there, still burning through his system and reminding him what his body wanted. To be bent over, to be rutted, to be fucked. The urgency in that need was so strong that he looked at his communicator again, tempted to tell Fox to hurry the fuck up. If someone came 'round and started treating him like a hooker...

The idea of being bent over the pole and used like some cheap slut hit him harder than he wanted to admit. He could get off to that, he realized, and if he did, he wasn't sure that he'd be able to stop.

"Come on, Fox, where the fuck are you?" he muttered, pacing around the pole, arms wrapped ever tighter around himself.

He had to get a grip. If he didn't find some way to drag himself out of that pit in his head, then he was going to keep fucking himself over, and that would end badly for everyone. He had to get a grip. Had to get a fucking grip.

On what? You don't have a dick anymore. You don't have to be a man. You can just -

Beep, beep.

Falco looked up. Fox waved at him from across the road, driving one of the hover-cars that they'd rented for the night. Falco hurried over, trying to keep his head down, hoping that his boss didn't see what had happened to his ass and hips and everything else. Yet, as soon as he sat in the car, he could tell that Fox knew something was off. Something was wrong.

He braced himself, half-expecting some sort of question about it. He tried to think of some explanation that didn't immediately paint him as the idiot that he'd been, but nothing came to mind. He clenched his hands into fists, looking down at his lap rather than at the fox, but...

Nothing happened.

Instead, Fox pushed the car into drive and took them home.

#

Falco went back to his quarters. The only interaction that he and Fox had after they got out of the car was Fox telling him not to do anything stupid before morning. Falco had nodded and they'd parted with that, with Fox parking the car and going to his room in the Great Fox, as well. They were both done for the night, it seemed.

He'd have felt worse about ruining Fox's night - something that he was surprised he could feel bad about at all, after their usual shenanigans together - but he put that out of his head. He was still...

Was he, though? Was he still a man after all that had happened to him? With his body being what it was, when he was...when some part of him was enjoying all the new curves and the femininity that it came with? He didn't know what to think about everything else that had happened yet, but it was undeniable that he didn't hate the new body the way that he had been expecting to.

Is it the drugs? he wondered. Did Leon push it further? Make me want this? Or...or is this...

Falco slumped against the door to his quarters, staring at the small space. A small bed, barely big enough for one person - two if they didn't mind sleeping on top of each other - and a toilet that folded into the wall were the extent of the quarters. The washroom was further down the ship, near the lockers by the training spaces. He'd been there a hundred times, seen the dicks of his teammates a hundred times and never felt half what he had felt today.

The female parts meant that...that he didn't have to be gay to enjoy that...or did he? Falco groaned, grappling with things that he'd never had to think about before. He held one hand to his head as he stumbled toward his bed, sitting at the foot of it with his head in his hands.

What even am I anymore?

It was a question that had no easy answer. He clearly wasn't fully 'male' anymore, not with a pussy between his legs and the feelings that he had about it. He wanted to miss his dick a hell of a lot more than he did, but either through the drug or through the pleasure that Leon had forced on him, he didn't hate his new pussy the way that he wanted to. All he knew was that it could feel good, not that it would always feel good.

And it was wanton, too, raging with heat and need, and his clit throbbed over the rest of his pussy the way that his cock had once throbbed over his balls. He stared at the spreading wet spot between his legs, shaking his head as he watched the fabric darken around the new slit.

Change clothes...change clothes...

It was the only thing that he could think to do. He stood up, pulled off his jacket and shirt, and tossed his boots into the corner of the room. His pants came back down -

And then he caught sight of himself. The reflective walls that served as a mirror on one side showed what he really looked like, and Falco paused, staring at himself, his beak hanging open as he looked at his curves...

His ass...

His pussy...

His thighs spread without him meaning to, showing the glistening bits along his feathers and running down towards the scales on his lower legs. He just stared, unable to look away from what he'd become. Not quite man, not quite woman, but something in-between, some sort of mix, and...

And there was a part of him that felt good...a part that wondered if 'him' was even a good term anymore. He let his clothes fall to the floor completely, his hands resting on his hips as he -

They.

They stared. They...they felt better than 'he' at the moment. 'He' stung, felt like the loss of something, while 'they' felt more...open? More anonymous, at least less of what they had been, and that was something that they needed right now.

The End

Summary: Leon and Falco take it further, with the bird falling further and losing some of themselves.

Tags: M/M, M/NB, Non-Binary, Falco, Falco Lombardi, Leon, Leon Powalski, Starfox, Star Fox, Rule 34, Transformation, Cock Loss, Pussy, Vaginal, Oral, Dub-Con, Corruption, Series,