Mary Cat Transformation

Story by tetsumi on SoFurry

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Mary lounged on the bed in her dorm room, absentmindedly flipping through the pages of a magazine and popping her gum between her teeth. A tiny 'Winnie the Pooh' lanyard dangled from the cell phone she had pressed to her ear, swaying back and forth as she talked. "Yeah." she said, punctuating the silence. "Yeah, I totally know what you mean." she said, nodding her head as if she were speaking to someone in person. She flipped another page in the magazine, her jaws still working on the gum. "Yeah, I had him last semester. There's really no way to avoid his politics, and if you want a good grade you have to at least pretend to agree with him in your papers."

Still popping her gum, Mary flicked her head to the side, brushing her bangs out of her face with an almost unconscious gesture. She giggled. "Haha, oh man!" she laughed, smiling as she flipped another page in her magazine. "Well, if you want, I'll help you with your next one. I think I had him convinced I was on his side by the end of that class." She was still smiling, nodding her head in agreement to something being said on the other end of the line. "Right, right..." she said, nodding still. Another pop from her gum, her jaws working away. "Sure!" she exclaimed with an air of finality. "No, I'm just sitting here wasting time." She looked at her watch, not really seeing the face, the gesture more from habit than anything from a need to check the time. "Yeah, if you come down now we'll have a half-hour or so to work before I have to meet him." she said. A wry smile crossed her lips and she said, "Besides, it won't kill him to wait. He's been late for dates more times than I can remember!" she paused, listening, and another smile flickered across her face. Laughing out loud suddenly, she threw her head back against the pillow. "You're such a bitch!" she teased, still laughing. "Oh, uh-huh...ok, I'll see you in a bit. Ok, bye." she said, snapping the phone shut and dropping it thoughtlessly to the bedspread. Still smiling to herself she swung her legs lazily off the bed and padded softly over to the fish tank, the cheap, dorm-room carpet rough against her bare feet.

"Hi guys." she cooed in a sweet falsetto as she grabbed the plastic jar of food from next to the tank. "You guys want some food?" she said, the falsetto reaching a high note at the end of the sentence. "Huh? Is this good? You like this stuff?" she said, patronizing now as she sprinkled flakes of food into the water. Beneath the surface two goldfish, rotund and bulbous looking, wobbled slowly to the top of the tank and began to suck down their meal. Mary turned from the tank toward her radio and clicked it on, scratching at a lump just above her ass as she did so. Finished scratching she adjusted the waistband of her running shorts and smoothed the front of her camisole-style nightshirt. Outside, the sun was just beginning to go down, and the city commuters would be just pulling up to their places in the parking-lot style traffic of downtown during rush hour. Mary puttered around the small room, adjusting the small collection of nicknacks on her desk and grabbing a rubber band to put her hair up. She arched her back as she gathered her long, blonde hair up in her hands, smoothing it back with a long-practiced motion that she didn't even need to think about anymore. Pulling the final strands into place and winding the rubber band around it, she dropped her hands back to her sides, brushing her ears as she did so.

'What the-?' she thought, noting that something didn't feel right. She brought her hands back up to her ears. As soon as she touched them, her heart jumped and it felt as if her stomach had tried to drop right out through her bottom. It was the same feeling a person gets when they cut themselves badly, but don't want to look. They know something's not right, but they don't want to see how bad it is. Her hands wandered over the long, triangular shape her ears had taken, and felt them slowly continue to grow, beginning to migrate up the side of her head.

There was a loud knock at the door. "Mary, it's me." she heard Kaitlin call.

"Um, in a minute." she yelled back, hoping that her voice wasn't quivering too much.

"What, are you naked or something?" Kaitlin scoffed, turning the knob and slowly opening the door.

"No no!" Mary said quickly, turning toward the door. "I...wh-" she stammered, too late to keep the door from swinging wide. She stood in the center of the room, her heart beating rapidly as she saw first shock, then confusion flicker across her friend's face.

"Mary, I...what the hell did you do to your ears?" she said, finally, staring at Mary standing stock still in the middle of the room.

"Can you see them? I thought maybe I was imagining it or something." she said, her eyes dropping to the floor, unable to meet Kaitlin's gaze. Kaitlin continued to stare, her mouth hanging slightly open and her forehead scrunched together as she stared at her friend. Mary's heart seemed as if it would beat out of her chest as she stood there, feeling very naked, and suddenly very aware of her appearance. Her cheeks felt hot as they flushed with blood.

Seeing her friend's condition, Kaitlin snapped out of her daze of shock and began to move. "Here...here honey, lets see what's going on here." she said, dropping her backpack and turning to shut and lock the door. Turning back to her friend, she realized that Mary was on the verge of tears. She was staring at the floor, sniffling slightly, and reached slowly to scratch at her lower back. "Mary, here, take a seat and let me see what's going on." she said, pulling the chair from Mary's desk and sliding it over to her. Mary sniffled again and sat down slowly, not taking her eyes off the floor.

"Thank you." Mary said, very close to tears.

"Hey, hey, it's ok." Kaitlin said soothingly, crouching next to Mary's seated form. Behind her the fish tank bubbled quietly, and the sounds of car horns drifted softly through the closed window. "Just look here for a second." Kaitlin said, her hand on her friend's knee. Mary sniffled again, and looked slowly up. Kaitlin froze, looking at Mary and blinking.

"What?" Mary said, alarmed now.

"You'd better take a look in the mirror." Kaitlin said, her eyes wide and wearing a serious expression. Mary furrowed her brow and stood slowly, giving Kaitlin a look. She took a few quick steps toward the mirror on the back of the door and nearly screamed when she looked at herself. Her beautiful blue eyes had been replaced. Now she saw two golden orbs staring back at her from her face, their pupils split vertically. Unsure of what to do, she backed away from the mirror, flailing her hands at her sides in an expression of anxiety, still staring at herself. "Oh my God, Kaitlin!? Oh my God! What do I do!?" she shrieked, hands flapping at her sides and in front of her face, still staring at her reflection in the mirror.

Kaitlin was beginning to freak out as well, unsure of what she had walked in on. She was afraid for her friend, but also scared for herself. She felt as if she had walked up on a car wreck, and everyone was looking at her to fix the damage done to the occupants. She had no idea what to say, or how to help her dear friend. "Mary, just calm down, I'm sure it's nothing." she said, her words sounding weak in her own head.

Mary turned toward her now, her yellow eyes wide with fear, and tears smeared across her cheekbones. "It's not nothing!" she yelled, her emotions getting the best of her. "What the fuck is going on!?" she said, quieter, but with a hysterical whine to her voice. Unsure of how to continue, Kaitlin stepped toward her friend, embracing her and pulling her toward her. Mary pushed her away, looking down at her hands as pain in her fingers drew her attention. "Ohh no, no, oh my God!" she whined through her tears, seeing her fingernails lengthening and becoming pointed. She scratched again at a growing lump at the base of her spine, the implications still escaping her as she was further caught up in the shock of her situation.

"Mary, Mary, it's ok...shh, it's ok." Kaitlin said, trying to soothe her friend. Inside, her heart was pounding in her chest, and she had to fight with herself to keep from sprinting from the room. She patted her friend on the back as Mary slowly sank to her knees, still scratching absentmindedly as she stared in shock at her other hand. Kaitlin could see changes continuing in her face as her nose slowly flattened and turned upward, Mary's upper lip showing a more pronounced cleft at the center.

"Kaitlin, god, oh god Kaitlin...I can feel my insides twisting...something growing..." she panted, her eyes still wide with fear, not really focusing on anything around her as she panted. "My teeth..." she blurted, one hand going instinctively to her mouth, "I can feel my mouth changing. My teeth are growing." she said, sounding calm, but obviously still in shock. Indeed, Kaitlin could see Mary's canine's elongating, growing thinner and coming to a pronounced point. As she watched, her friend's ears continued moving toward the top of her head, continuing to grow more pointed. Mary's face now very clearly resembled a cat's face, and other, more subtle changes, were still continuing, her nose changing shape while her jaw and palate pressed forward, elongating her head slightly.

"Are you in pain?" Kaitlin asked, at a loss for more comforting words.

"No, it doesn't hurt..." Mary replied, her eyes still unfocused, in another world. "It's different, a different feeling." she said vaguely, blinking slightly and bringing her focus back to her hands. Mary watched her hands as her fingers changed before her. They shrank slightly, her fingernails looking more and more like claws now as her hands began to resemble paws more and more. She leaned forward, on her hands and knees now, as Kaitlin continued to rub her back soothingly, much the way a good friend might comfort another who'd had too much to drink and was praying to the porcelain gods. "I'm glad you're here." she said, looking up at Kaitlin for the first time. She appeared much more calm, and her breathing had slowed.

"Me too." Kaitlin said, not knowing how else to respond as she watched her friend's body continue to shift and change.

"You're a good friend."

"Thank you, you always have been too."

"Kaitlin, I can feel it growing." Mary said, her eyes locked with her friend's as she reached back to scratch at her tailbone again. She was oddly calm, Kaitlin thought, as she closed her eyes and arched her back slightly, still on her hands and knees. "Ohh, it's growing faster now...feels so different..." Mary said cryptically. Kaitlin looked over her shoulder and stopped rubbing Mary's back, staring instead at what she saw.

A small nub, covered in dark, black, fur was slowly pushing its way from Mary's back, just above her ass. It continued to elongate, maybe twice as thick as her thumb, and grew slowly and steadily as Mary continued to arch her back. As Kaitlin watched, Mary's panties were pushed down a bit by her new, growing, tail, and she could see the musculature and tone of her ass filling out and changing as well. Mary's skin tone became firmer as her ass rounded out slightly, looking full and taught. Mary groaned softly, her eyes still closed and slid her knees apart further, arching her back more as she did so. "Mary?" Kaitlin asked, backing up slightly and watching her friend, unable to take her eyes off the transformation she saw taking place before her.

"Kaitlin, oh...it's so different!" Mary groaned as she continued to stretch, the tail snaking its way further out of her tailbone and her ass filling her panties, stretching them tighter across her supple cheeks. "It's- it feels good." she stammered, widening her knees again and lowering her hips closer to the ground. "So warm, feels like my skin is being pulled tight." she said, another soft groan escaping her lips. Her tail was now almost three feet long, and covered in black fur. Kaitlin saw Mary's hips flex, rolling forward and toward the ground as her tail neared the end of it's growth. She moaned, her eyes squeezed tightly shut, her hips almost touching the ground as her body tensed slightly. Kaitlin could almost sense her friend's changes nearing a plateau as the growth of her tail slowed, stalled, and then finally stopped altogether. Mary's hips bucked once, a shudder running down her spine, as her tail completed it's growth. "Mmm..." she moaned, her body jolting once as she slowly opened her eyes again, almost as if she had been lost in another world for a moment.

"Mary?" Kaitlin asked, tentatively. "Are you alright?" She peered at her friend, braced on her hands and knees, and Mary slowly turned to face her.

"That was totally different." she said. "God, it felt wonderful!" she grinned slightly, despite herself, and pushed herself back onto her haunches, resting her paw-shaped hands on her bare thighs. Kaitlin didn't know what to say. Her friend's change was clearly affecting her mind, and Kaitlin was perhaps more scared than she had been when Mary was screaming at her. She watched as her friend's slight chest heaved beneath her camisole top. "I don't know...it's exhilarating!" she breathed, smiling in earnest now. "I don't know what's going on, but I like it!" she said, locking eyes with Kaitlin.

Kaitlin drew back slightly, unsure of how to continue or what to say. "Mary, we need to get you out of here. You need help, and I'm scared of what might happen next." she said, a worried look fixed on her face. Mary's ass rested fully on her heels, filling out and stretching her small panties across her cheeks, and pulling it tight across her hips in the front. Behind her, her tail swished back and forth lazily, sweeping across the cheap carpeting. Kaitlin just stared at her friend, waiting for some sort of response. Mary looked like a caricature of a cat-girl. She had cat ears, a cat face, and was now complete with a swaying cat tail and pseudo cat paws. Kaitlin noticed, somewhat disturbed, that the crotch of Mary's panties was wet, and her nipples were poking through her thin tank-top. Her thighs complimented her rounded ass nicely, her skin looking firm and well toned.

As the two stared back at one another, Mary's tail still swishing quietly behind her, she began to break down. "Kaitlin, I don't...I don't want to be a cat!" she said, her eyes welling up with tears again. Her lips trembled as the lust that momentarily overwhelmed her receded in the lull between changes. She could still feel her body readying for the next transformation, but she was experiencing a moment of clarity staring at her apprehensive friend. "I don't know what came over me! My body's twisting into-...into some kind of freak, and I liked it!" She looked down at her damp panties, a tear dripping from her cheek and falling silently to the carpet below, a small dark spot spreading from the impact.

"Mary, it's...it's ok. Just take a deep breath. I promise you, I'm here for you, and we'll get through this together." Kaitlin reached out and stroked her friend's back again, careful not to let her hand brush against the tail still waving back and forth.

"I can't lose myself. I can't-" she paused for a moment, her breath quickening. "I can't lose who I am." she said, lifting her gaze to meet her friend's. Kaitlin nodded, peering into those animal's eyes, wondering what would happen to her friend. She felt Mary stiffen beneath her hand, and her eyes wavered. Mary's breathing quickened again, and her chest began to heave. "Kaitlin..." Mary breathed, dipping her head again, shoulders rising and falling deeply.

Kaitlin moved closer to her friend, sidling up next to her and wrapping her arm around Mary's shoulders. She could feel small tremors running through her body, and she quivered as her breathing continued to pick up pace. "Hhhmmmm..." she moaned, her eyes fluttering. "It's coming again Kait, I can feel it building..." she said, beginning to pant slightly. Kaitlin saw her tongue flick between her long canines. Mary began to run her paws up and down her thighs, moaning intermittently. "Oh god, Kaitlin, it feels so good! I can feel them growing!" she said, enjoyment returning to her voice as her paws moved up to her stomach, sliding her shirt up to expose her midriff.

Gasping at the sight that met her eyes, Kaitlin couldn't help but stare at what could only be three sets of nipples slowly forming in neat rows on Mary's stomach. Her paws wandered over the darkening lumps of flesh sending small tremors through her body each time they brushed against one. "Jesus, there's more!" Mary said breathily, leaning back on her heels further and looking down at the nipples growing on her stomach. Kaitlin withdrew her arm and watched as Mary's hips began to widen, drawing her panties tighter, and flattening her stomach visibly. A nearly imperceptible hint of Mary's abs began to peek through her flesh as her hips continued to expand and her stomach came to match the look of her ass and thighs. The skin looked firm, but soft to the touch, and Kaitlin could see Mary's new nipples develop further. "I've never been so turned on in my life!" Mary mewled, still rubbing her paws up and down the row of nipples that were now protruding nearly an inch each from her flat stomach. "Jesus, they're growing, mmmmm, they're growing Kaitlin!" she groaned, allowing one of her paws to wander to the spreading dark spot on her panties.

Kaitlin watched as six new breasts began to slowly expand beneath Mary's new nipples. As they did so, her original breasts grew as well, slowly filling out her normally quite modest chest. "Oh god, Kaitlin, oh god! Nothing's ever felt this good!" she moaned, her breasts beginning to swell more quickly now, stretching her camisole tight across her rock-hard nipples. She had the shirt pulled all the way up to just beneath her original breasts, leaving her six new additions exposed. Kaitlin found she couldn't tear her eyes away as her friend's new breasts gradually swelled from mere nipples to much more prominent B-cups. Her real breasts were starting to strain the fabric of her top, and her growing cleavage spilled from between her fingers. Mary's paws traced random patterns across all eight of her still-blooming tits, her taught nipples jutting out proudly. As before, her skin remained firm, making her breasts look full and luscious as they continued to grow. Mary was panting wildly, her tits now too much for her camisole to hold any longer. Kaitlin watched her friend rip the front of her top down, sliding the shoulder straps down her arms and freeing her now massive D-cup tits. Each of her four pairs of tits was a cup size smaller than the pair above it, though Mary's smallest pair was still a generous handful. Kaitlin could only stare in shock at what was transpiring before her.

Mary began tugging at her panties, trying frantically to pull them over her swaying tail and full hips. The crotch of her panties was soaked through, and Mary's pussy was clearly outlined against the taught, transparent fabric, and all her pulling and tugging only served to further deepen her need. Finally utilizing one of her claws she shredded the thin strap holding the offending garment on, and tossed them aside. She moaned loudly as she leaned forward onto all fours and thrust a paw back between her legs. She rubbed her pussy roughly, but found it wasn't enough to satisfy her need. Her eight tits swayed beneath her and she felt as if she would explode if she didn't find release. "Kaitlin, god Kaitlin, I need you! I need your help!" she said, looking at her friend for the first time since the newest round of changes had begun.

Kaitlin was leaning backward, her hands on the floor behind her, a look of shock still plastered across her face. "Mary, I told you! I don't know what to do! You need help!" she said, slowly scooting backward as her friend advanced toward her.

Mary crawled toward Kaitlin on her hands and knees, her back arched and her tits swaying back and forth beneath her as she moved. "No, I need you!" she moaned, still moving toward her friend. "I need your hands." she said, her eyes never leaving Kaitlin's.

Kaitlin felt her back touch the desk against the wall, and did her best to flatten her body against it. She was nearly at her limit, and on the verge of screaming. Her friend, nearly naked except for her camisole which now hung limply around her waist where she had pushed it down, was crawling toward her, juices dripping down the inside of her thighs, and staring at her with those wild eyes. Kaitlin found herself nearly paralyzed with fear, but desperately wanting to help her friend. "You've always been my best friend, and now...I...Kait, I need you!" Mary whined, reaching toward her friend with a paw.

"Mary, no...don't! You- you can't!" Kaitlin heard herself shriek as Mary grabbed ahold of the hem of her t-shirt and pushed it roughly up, exposing her stomach. Putting her claws to use again, she made short work of the bra Kaitlin was wearing, freeing her huge tits. She watched as Mary smiled, and found herself utterly unable to move.

"I've always been jealous of these things!" Mary said, leaning slowly toward Kaitlin's breasts. Kaitlin felt her stomach lurch as Mary softly took one of her nipples between her teeth. "Mmmm..." she moaned around the bit of flesh grasped gently in her mouth. A tingle ran through Kaitlin's body and she stayed rooted to the spot. "God..." Mary gasped around Kaitlin's nipple, "they seem even bigger than I always imagined they'd be!" Kaitlin gasped as she discovered that more than Mary's facial features had changed. A thick, sandpaper, tongue traced a lazy circle around Kaitlin's breast.

Mary took her time, and dragged her tongue slowly across the full underside of Kaitlin's ripe tits. Kaitlin could feel her friend's warm breath on her chest and felt another involuntary tingle run down her spine. She felt her pussy throb in response, and a familiar dampness made its way into her panties. "Mary, you've...you've got to stop..." Kaitlin breathed, raising a hand to push Mary's head away, but finding herself unwilling to. "We can't...I can't...you...god Mary, oh my god..." she moaned as Mary's tongue continued to explore the expanse of Kaitlin's considerable tits.

"They're so soft!" Mary breathed, sending more ripples of pleasure through Kaitlin's quivering body. Mary felt her pussy throb again, aching now as juices continued to dribble down her thighs. Her dampness felt cool against her skin as the air currents in the room played across it. She sucked Kaitlin's nipple further into her mouth, running circles around it with her tongue as she pressed her face into her friend's soft cleavage. Kaitlin gasped, another moan echoing from her throat. She reached up slowly, still conflicted, and gently clutched Mary's head against her chest. "Kaitlin, god, I need your help!" Mary moaned, almost whining as she began to trace a line down her friend's stomach with her tongue. She shifted her body sideways across Kaitlin's sitting form, putting her ass suggestively within reach of her hands. Working quickly, Mary tore and shredded Kaitlin's jeans, lightly snipping off her panties with a delicate touch.

As Mary's warm breath flowed over Kaitlin's nether regions, she found herself rapidly becoming lost in the moment. "Oh Mary, oh my god, I never knew!" she exclaimed, her body hot with emotion and lust. She could feel Mary's swaying breasts brushing lightly against her naked thighs, her nipples tracing fleshy circles. She allowed her hand to rest on Mary's shoulder blades, still heaving with her friend's deep breaths. Both women were panting now, and Kaitlin opened her eyes to take in Mary's gorgeous form. She had her head in Kaitlin's lap, and had started to lick and nibble lightly along her hip bones, working her way closer and closer to Kaitlin's soaking folds. Mary was sporting black, furry ears that now protruded from her brunette hair at the top of her head. Her hands were large, furry, paws now, complete with claws, though her arms and body remained hairless. Her body, across Kaitlin's, curved lusciously from her shoulders to her trim waist, and then flared impossibly into her full hips and firm, rounded ass. A three foot long, black, furry tail sprouted from just about Mary's ass, and swayed back and forth stiffly as Mary continued to work her way toward Kaitlin's pussy. Kaitlin dragged her finger lightly down Mary's spine, watching the way her tits swayed beneath her body.

Kaitlin's finger slowly rounded Mary's ass, tracing it's way beneath her tail, and then slowly, ever so slowly, found it's way to Mary's dripping pussy. She slid just a finger tip inside her friend, and felt Mary pant as she did so, her breath making Kaitlin's clit tingle in anticipation. "Kait, I need you! Come on!" she breathed, moaning and beginning to rock back and forth on her knees, forcing Kaitlin's finger deeper.

Without saying a word, Kaitlin slid her finger deep inside of Mary's welcoming folds, feeling her body yield to her touch. "Oh! Ohhh, mmmmmmm!" Mary moaned, shoving her face into Kaitlin's pussy and wrapping her lips around her throbbing clit. Kaitlin gasped in response, her considerable tits heaving with the breath. She felt Mary's rough tongue lapping at her clit, slowly, forcefully, and she began to work her finger inside Mary in kind. Both girls were working themselves rapidly toward orgasm, moaning and panting in exquisite pleasure. Mary was now grinding her ass against Kaitlin's hand, and Kaitlin slid a second, and then a third finger as deep inside her friend's pussy as she could. The vibrations of Mary's muffled moaning against her clit pushed Kaitlin closer and closer to the edge.

Their pleasure mounting, both girls were rocking their hips in time with each other. Mary's eight tits were bouncing freely from her chest as she rocked her hips forcefully against Kaitlin's fingers. She was nearly screaming through her teeth now as she continued to lick at Kaitlin's clit furiously. She thrust her hips lower to the ground, spreading her knees wider, and allowing Kaitlin to dig her fingers ever deeper. Her mind was spiraling far beyond her control, and she gave herself entirely to her changes. Her new tits felt incredible, full and firm, and they brought her waves of pleasure she never thought possible before. She felt her pussy throbbing against Kaitlin's fingers and knew she was nearing her limit. She sucked harder on her friend's engorged clit and used her free paw to caress her nipples, her body shuddering with utterly electric pleasure.

Kaitlin was nearing orgasm, and had completely forgotten her reluctance. Her dearest friend now felt closer to her than ever, and she gave herself entirely to her. She groaned loudly, her cries mounting in intensity, but still managed to keep her eyes open and locked on her friend's amazing body. Mary's wide, flaring, hips were rocking forcefully back and forth, and Kaitlin could feel her friend's juices covering her hand. The tail protruding from Mary's ass was stiff with near release, and she could feel her friend's pussy throbbing rhythmically. She worked her fingers tirelessly, stretching them as deep as she could and reveling in the feeling of Mary's eight, swollen tits brushing roughly over her thigh as she rocked herself back and forth. Kaitlin couldn't help but buck her hips wildly against Mary's incredible onslaught. Her clit felt like it was on fire, and she could feel her juices covering her thighs and the carpet beneath her ass. She panted continuously, her breaths coming in short gasps as her moans reached a higher and higher pitch. She was nearing release and she knew it. She felt it build and build, seeming to envelop her body in warmth as she remained focused on her friend. Mary's cat ears flicked delicately back and forth as her head bobbed wildly, working Kaitlin's throbbing clit for all it was worth. Kaitlin felt her body reach the threshold, and she tensed. Frantically, she gripped Mary's hair with her free hand and shoved her fingers deeper into Mary's sopping pussy. Together, the girls felt themselves reach the brink, and rushed headlong into the abyss.

Screaming in unison, both women felt their bodies tense as wave after wave of endless pleasure coursed through them. Mary could feel Kaitlin's pussy spasm randomly beneath her tongue, and she didn't relent. Her own hips were bucking wildly against her friend's palm, and she felt her pussy gripping her fingers. They cried out in ecstasy, juices flowing freely from both, as their minds were awash with mind-boggling orgasms. They came and came, feeling as if they could never stop, and collapsed together into a quivering heap of flesh and juices.

Slowly, Mary dragged herself on top of Kaitlin, who had slumped down onto her back. Kaitlin could feel Mary's eight tits resting heavily on her stomach, and her own breasts were pushed up and into her face. Mary's tail flopped aimlessly about the girl's feet, and they lay that way for several seconds, both taking heaving, gasping breaths as they tried to regain their energy.

Suddenly there was a loud knock at the door. "Mary?" a man's voice called out. "It's 8 'o' clock! You were supposed to meet me over an hour ago, but you never showed up! Are you ok? I saw your car outside!" Mary looked at Kaitlin, her eyes wide. Kaitlin's mouth hung open slightly, completely at a loss for words.

"I...um...hold on, I'll be right there!" Mary called out, pushing herself up from the floor, her breasts bouncing perkily against her chest. She grabbed for a pair of jeans off the floor and yanked them on, trying to tuck her tail down one of the legs. Kaitlin sat up from the floor and did her best to pull the tattered remains of her jeans up to her waist as Mary searched for a large enough sweatshirt to fit over her eight huge tits. Neither girl could even fathom a way to hide Mary's new face, and they stood in the center of the room staring at each other.

"Are you ok?" the voice called again from the door. Mary and Kaitlin looked at each other blankly, blinking in confusion. Absentmindedly, Kaitlin scratched at a small lump above her tailbone.