Mary Cat Transformation 2
"Mary, what's going on? Is there someone else in there with you!?" Steve called through the door to Mary's dorm, concern evident in his voice.
"Um...yeah, it's Kaitlin. Just give us a second Steve." Mary called back, trying to think quickly. She looked at Kaitlin, whose wide eyes showed that she didn't have any better ideas. Kaitlin's jeans were shredded, hanging from her hips by just a few strips of denim, and two pairs of ripped panties and a ripped bra littered the floor amongst the girl's juices. Mary bent quickly, scooped up the clothing, and tossed it in her laundry hamper.
"Kait, just sit on the bed. There's no way I can hide this from him, so I'm just gonna let him in and hope he doesn't freak." Kaitlin looked back at her, still reeling from the wildness of Mary's changes, and their earth-shattering sex. She suddenly felt very uncomfortable and claustrophobic. Beneath her jeans she could still feel the juices on her legs. Sitting in stunned silence, she scratched the base of her spine as Mary trotted over to the door, her new tits bouncing unrestrained beneath her oversized sweatshirt.
"Ok Steve, hold on." Mary called through the door. She paused for a moment to pull the hood of her sweatshirt up, tucking her ears back, and unlocked the door. Steve entered the room, glancing around quickly while Mary kept her head bowed so he didn't notice her face. Steve nodded at Kaitlin, who looked terrified sitting on the bed, scratching her back. He knew that something was definitely amiss, but couldn't put his finger on it at the moment.
"Mary, what the hell's going on? What are you doing with your hood up like that?" He said, looking at Mary's back as she locked the door behind him. She turned around slowly to face him, and lifted her hood. Steve recoiled a bit, not sure what he was looking at. "Hehe, what...ah..." he glanced around at Kaitlin sitting on the bed behind him, then back to Mary, "...what's this Mary?" Mary simply stood, staring at Steve, as tears began to flow down her cheeks. She sniffled, twisting her paws together and crying, unable to meet his gaze. Steve, still not trusting his eyes and unsure of just what the problem was stepped forward to comfort her.
"Hey, hey honey, come here. It's ok, whatever it is." he said, pulling her by the shoulders into an embrace. As he hugged her to him, he noticed some of her other changes. "Whoah, Mary, seriously what's-"
"Steve, it's me!" Mary said through her tears, holding her paws out to her sides like an exasperated teenager. "This," she started, holding up her paws, "this is me, Steve. Something happened, and, and I changed." Steve could tell now that Mary wasn't wearing makeup, or pulling some sort of prank, but he still couldn't fully comprehend what was at hand. He glanced around again at Kaitlin, looking for some reassurance, a smile that would say 'We gotcha!', but found nothing but her wide eyes staring back at him. He noticed for the first time her shredded jeans, and a feeling of dread filled the pit of his stomach.
"I was sitting here waiting for Kait to come down from her room to study," Mary began, "and just suddenly changed." She found she still couldn't really meet his gaze, and simply stared at the floor, her tears coming faster now.
"Well...well what do you mean changed?" Steve stammered, again glancing at Kaitlin to judge her reaction. Mary glanced upward, looking toward Kaitlin on the bed, and then shifted her gaze to Steve. She slowly gripped the hem of her sweatshirt with her paws, and lifted it up, pulling it over her head. Steve's mouth fell open as he took in the lithe, eight-breasted cat woman standing where his girlfriend should have been. With her bulky sweatshirt removed, he noticed now how much wider her hips were, and the difference in the tone of her stomach. Despite himself, he felt a twinge of arousal. She was...beautiful. Mary turned to the side, dipping the waistband of her jeans down off her ass a little and pulled her tail free, up and over the waistband. "Wh-...well, Mary I...uh..." Steve stammered, until he was interrupted by Kaitlin.
"Mary!!" she shrieked, hopping off the bed and to her feet. "My, m-my ears!" she said, her eyes wide with terror as she ran her hands over a pair of fuzzy ears now protruding from the top of her head and making their way further up. Mary ran over to her friend, placing a hand on her forearm and trying to soothe her.
"Kait, it's ok, it's...it'll be fine." she said, unable to think of anything else. Both girls knew what this meant. Mary looked over at Steve, "This is how it started with me. First the ears, then the eyes, and then...everything else came along too." Kaitlin was hyperventilating now, flapping her hands in the same useless gesture of panic that Mary had used.
"What am I gonna do!? God Mary, I, I don't want it to happen to me too!" Kaitlin said, her eyes welling up with tears now.
"I know! I know." Mary said, beginning to sob as she held her friend, powerless to stop what they both knew would be coming.
"Hey," said Steve, placing a hand on Kaitlin's shoulder, "it'll be fine. Mary's fine, she didn't die, it'll be ok. We'll all get through this together." He had no idea where the sudden calm had come from, but Steve felt that someone needed to be in control. Alone, he may have panicked, but with two people here who clearly needed some stability, Steve found it easy to step up and remain calm. "What's next?" he said, looking at Mary.
"Her tail should be next." Mary said quietly. Kaitlin sank to her knees between the two of them.
"Mary..." she breathed. "I can feel it Mary, just like you did. I don't want it, but it feels so-, so good!" she said, falling to her hands and knees. Behind her, the beginnings of a tail peeked out from above her waistband. Steve backed up, crouching, and watched his girlfriend comfort her best friend as she continued to change. Mary glanced up at him as Kaitlin began to pant, soft moans escaping her mouth periodically. Steve found himself completely, even for the sake of modesty, unable to look away from Kaitlin's transformation. Before his very eyes her ass swelled and toned, and he watched as her hips began to flare out, resembling Mary's new appearance. Kaitlin's tattered jeans were straining with the effort to contain her expanding hips, but were losing the battle. As Kait's ass continued to fill out, the remaining shreds of denim creaked, strained once more, and then gave way with a loud snap. Steve was a little surprised to notice that she wasn't wearing any panties underneath, and pulled his eyes away for a moment.
The grey tail snaking its way out of Kaitlin's tailbone reached the end of its growth, and Kaitlin breathed a huge sigh of relief, and leaned back onto her haunches. "It's amazing Mary. It's like nothing I've ever felt before." Kait breathed, looking at her friend who crouched next to her. "After watching you, I think, I don't know, I think it's not as scary. I didn't want it at first, but, those feelings! I understand why you did what you did now!" she continued, a smile cracking her lips. She noticed for the first time that her mouth had changed as well, now matching Mary's feline face. Mary glanced at Steve, who shot her a 'What is she talking about?' look. She looked away, and Steve found his gaze returning to Kaitlin's body, her chest heaving with deep breaths. He couldn't help but notice the perfect swell of her ass, and the way her stomach dipped to her nether regions. Her widened hips gave him more of a view than Kaitlin probably realized, and he could see her pussy was dripping slowly. His thoughts were interrupted by the quickening of her breathing as the next wave of changes began.
"Ohh, it's staring again." Kait breathed, her eyelids fluttering. "Mary, I had no idea it felt like this! I'm on fire down there! Ohhh, my god!!" Kaitlin moaned, leaning back onto her hands, arching her back and thrusting her hips further forward as she pulled her shirt upward. Three sets of nipples had sprouted from her chest and stomach, and as Steve watched they were rapidly beginning to swell into breasts. Mary shot him a look, but he was helpless to look away. Kaitlin moaned as her new nipples swelled and pushed from her chest, and began running her changing hands over them, delighting in the sensations that coursed through her. Her plump D-cup breasts were beginning to grow now, and were already straining her shirt. "God Mary, my tits, they f-, feel incredible!" she moaned, leaning back further and cupping her huge tits in her paws. She squished them to her chest, amazed at the feeling of her nipples pressed roughly into her paws.
"Jesus Kait, you're gonna be huge!" Steve heard himself say, immediately regretting it. Mary shot him another look and he felt his cheeks flush. Before she could say anything, however, Kaitlin cried out again.
"Mary, I can't take it! I can't take it anymore! I need it!" she moaned, leaning forward onto her hands and knees again, this time fixing her gaze on Steve.
"What are you doing!?" Mary exclaimed as Kaitlin began crawling toward Steve.
"I'm sorry Mary! God, I'm so sorry. It's just too much! There's, ahhhhnnn, there's too much!!" she said, grasping her tits again. "They're too tight, I need, I need release!" she moaned, moving toward Steve again. Steve had been crouching with his back to Mary's dresser, and found himself trapped. Kait pressed forward, straddling one of his legs, and running her hand quickly toward his crotch.
"Kaitlin, no! You can't...nnnhhh....you can't, huh, what is...?" Mary found her protests interrupted as a familiar sensation of heat washed over her. It built and built, but focused intensely in her crotch. She watched as Kaitlin began to delicately shred Steve's jeans, but found that she was unable to care. This new sensation pushed all other thoughts from her head. She quickly shoved her jeans the rest of the way off her hips and was startled to see black fuzz beginning to spread from her pussy. She was already soaking wet, and the fur seemed to be taking intense pleasure with it as it spread slowly outward. "Oh my god, it's, it's, mmmmrraaaah!!!" she groaned, feeling her pussy throb powerfully as the fur began working its way down the inside of her thighs. She rubbed at her clit furiously, but found that her paws still could not do her new body justice. She needed more.
Steve looked at Mary over the expanse of Kaitlin's back and watched as she fell prey to her body. His attention was ripped back to Kaitlin as she tore away the crotch of his jeans and carefully extracted his cock. "Kaitlin, you don't have to-" she cut him off as she covered his mouth with a paw and turned slowly around, arching her back and looking over her shoulder at him.
"Mary..." she breathed, noticing Mary's new developments for the first time. "I'm sorRRRYYYY!!!" she screamed as she lowered herself onto Steve and felt him slide deep inside her aching folds. Her incredible breasts were reaching the end of their growth and she reached up with a sharp paw and tore her shirt down the center, releasing her huge tits beneath her. She gripped one roughly, feeling its immense weight in her hand as she bucked her hips wildly up and down on Steve, feeling him squirm uncontrollably beneath her.
"Mary, Mary, god mary, marymary..." Steve panted, unable to deny his arousal and his extreme pleasure as Kaitlin's swollen pussy slid over him, gripping his cock tightly. Her tail whipped in front of his face and he could feel her quivering on top of him, despite herself. Her body was an amazing exaggeration of female beauty. Her wide hips and flared, ripe ass bounced before him mesmerizingly, and he could feel her tits beneath her, hanging heavily from her chest. Her original tits, already larger than those of most women, were now larger and tighter than any Steve had ever seen. He couldn't help but reach around her hips and cup her lowest set of tits, smaller than the rest but still easily a C-cup. Kaitlin had become amazing.
Mary struggled with the overwhelming heat flowing through her body as the fur continued to spread. She watched with an aching heart as Kaitlin drove her pussy down onto Steve powerfully, screaming and gripping her enormous breasts beneath her. Mary's tits, D's in their own right now, seemed downright small in comparison to Kaitlin's. Just watching the two of them fueled her extreme lust, and she yearned for release. "Mmmmnnn, Steve, I need you Steve!" she mewled, the fur beginning to spread to her lowest set of tits, setting her nipples on fire and causing powerful throbs in her pussy that nearly buckled her. With great effort, she began dragging herself toward Steve and Kaitlin, her incredible lust making it difficult to move.
Steve was fighting a losing battle with his arousal, and finding it impossible to keep his thoughts centered on Mary with this powerful catgirl drenching him with her pussy. Kaitlin was screaming with pleasure, and Steve could feel her pussy pulsing rhythmically as she neared her limit. Suddenly, Mary was at his side, thrusting her soaking wet crotch into his hand. "Steve, I need it, I - mmmmm, I nee-, nnnnggghhhh, unnhh, huh, huh, Steve, I neeeeddd YYYOUUU!!" she moaned, nearly in tears with desire and grinding her pussy against the heel of his palm. He watched as thick black fur spread further up her back and down her legs, and he could see it slowly working its way over her luscious, swaying tits. She screamed as he plunged his hand deep into her, finding a way to focus his thoughts, and reeling at the combined sensations of Kaitlin sliding over his cock, and his fingers exploring the hot depths of his lover's pussy.
The three were all nearing their release, building collectively toward what they knew would be a monumental orgasm. Mary arched her back, driving her supple ass into Steve, feeling his hand slide deeper and deeper into her. Unable to resist, though, she leaned her head down and wrapped her lips around one of Kaitlin's tits, feeling the taut skin yield slightly to her touch. Kaitlin screamed in response, driving her pussy downward onto Steve and gripping her new tits tightly in her paws, grinding them into her chest. "Mary, oh god Mary, I'm so sorr-, sorr-, sorry, but it's so goooooDDD!! Unnnnhhh, huh, huh, hhhuurrrr..." she groaned, rocking her body back and forth steadily and feeling her pussy beginning to quiver uncontrollably. "My body is soo tight! It's so tight, I can't, I can't, unnnaaah!!!" she moaned, arching her back and tensing for the release.
"Oh god baby, it's sooo good! I can feel you soo d-DEEEEP!" Mary squealed around her mouthful of flesh as she suckled on Kait's tits. Her own hands were left to explore the rest of her own new flesh, and she felt herself building toward the end as the fur covered the last of her original tits and worked its way up her neck.
Kaitlin felt Steve's body tense inside her, and then release with a powerful throbbing, and the feeling pushed her over the edge. She came, her juices squirting from her tightly stretched pussy as every muscle in her body clenched and she groaned in pleasure like she'd never felt before. Beside her, Mary was panting and coming with her own release, and the combined atmosphere of the room sent Kaitlin into a second orgasm, this one ripping powerfully through her body, causing her to spasm uncontrollably in unrestrained and unrivalled pleasure. Together, the three collapsed on each other, utterly spent and heaving for breath.
Collecting themselves slowly, the three sat up and looked around at each other. Kaitlin and Steve hung their heads, and avoided Mary's gaze. Mary leaned forward and kissed Steve lightly on the lips, lifting his chin up to meet her eyes. "Baby, it's ok. I understand." She turned toward Kaitlin. "Kait, you've been my best friend all of my life, and I couldn't imagine sharing something like this with anyone else. I'm glad it was you, and I'm glad you were here." Kaitlin lifted her head, tears in her eyes as well, and met Mary's gaze.
"You mean it?" she whispered. Mary nodded. "Oh Mary, I'm so sorry. I love you!" she sobbed, leaning forward to embrace her friend.
"I love you too!" Mary sobbed. The two cat women hugged each other tightly, their sixteen breasts pressed together, and their hips and thighs still covered in one another's fluids. The eroticism of the moment was not lost on anyone present.
"Do you think I'll be growing that same fur?" Kaitlin asked, looking at the thick, black hair covering Mary's body.
"I would guess." Mary shrugged. A grin crossed her face. "In fact, you should probably wait here to see..."
The three friends shared a quiet laugh, and began to collect themselves.