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"You know, there's only one way you can come with.." The soft teasing voice of Mira was almost a sing song voice as she held up a shot glass with a small amount of thick red liquid swilling back and forth at the bottom.

"I... That's not fair!" Kurt's voice took on a higher pitch as he stared at the shot glass. Last night they had held an enjoyable drink, today it held something that seemed to hold his eyes as it was waved back and forth.

"I told you when we came down here that I wanted someone I could hang out with." Mira's voice almost purred and he swallowed. "Come on, I promise, I've picked something out just for you in mind."

Kurt swallowed slightly and his tongue flicked out to brush against his lips. Of all the strange situations to end up in, this was one of the more unique. Mira had been his friend long enough that he was more than happy to join her at a resort at the beach. Especially when it had been all inclusive and paid for in advance! What he hadn't dreamed of was that she would be taking him to a resort that was themed for a girls only event. A way for women to come, relax and not feel as if they were being hit on by every stranger who could flex a bit of muscle. He should have known something was up with the way several of the women had glared at him on their way up to their hotel room. The fact that Mira had picked up one of the few gender shifting potions made him want to be angry, but it was definitely hard to do at the moment.

Mira's soft furred body was nearly nude. The length of her tail coiled along her legs drawing his attention to the soft muscled curves of her hips, the trimness of her stomach and even more the fullness of her bared breasts. The caps of her nipples were slightly hardened and the fur around them seemed to outline and draw his eyes to them. What was he thinking about again? The potion! He forced his eyes up and swallowed harder as her lips curved up in a smile. He moved his hands down a bit self consciously to cover his stomach and a touch lower to hide his reactions as he took a step back. He wasn't the most muscular drake in the world, in truth he was more on the skinny side. It was especially apparent when it came to his height and long limbs.

His pale grey fur puffed up slightly along the back of his neck as he swallowed and glanced down again at the thick dark red liquid. It was appealing after all. An entire beach full of women and he'd be able to mingle with all of them. The effects should wear off, shouldn't they? Until then he'd be able to get to know them, see them.. His thoughts trailed off again and he felt a distinct rousing in his body at the idea. The soft heft of his cock brushed against his leg as it started to plump up and he coughed and kept his hands down low. Why had she accosted him after his shower?

"Just for the weekend?" His voice sounded a bit eager even to himself as his mind drifted towards the inviting beach.

"Just for the weekend." Mira stepped forward, almost to the point her breasts brushed his chest. "Cheers, Kurt."

He picked up the shot glass and glanced up at her again. Her eyes seemed to gleam with silent laughter over her muzzle before he tupped his head back and tossed the drink down. It tasted like thick sweet cherries on his tongue. It rolled along his throat as he swallowed as quickly as he would of if it had been a shot glass. The moment it ran down his throat it felt as if heat were chasing down after it. The sweet lingering taste on his tongue made it feel warmer even as he dropped the shot glass back down on the edge of the sink and felt the heat curling along his stomach.

It seemed to race through his veins as Mira's fingers slid just beneath the curve of his elbow and pulled him in closer to her body. He was grateful for the stability as his legs shook slightly and he became aware of the world starting to look fuzzy around the edges. It tilted slightly as he tried to focus on Mira's face and instead found himself staring several inches away from his reflection in the mirror. His eyes were wide and shocked as the potion started work its way through his system. He swallowed again and looked down at his own slender chest and hips as the fur seemed to rise up slightly along the curve of his chest and stomach.

In the mirror he could see the subtle differences as Mira supported him. Her body was curved and tall, the tone of muscle easily defined. His own body was slender, with his stomach almost painfully thin and his hips tapering down neatly. His long legs were slightly bent as tremors rocked along his legs, but they framed the only part of him that he could consider himself proud of. The heavy flaccid cock rested just against his inner thigh, the foreskin pulled up over the tip as the base lay just over the bulge of his balls. It was as if nature had graced him in one area where it had shorted him in others. From base to tip he was easily at six inches, impressive at first viewing.

His own gaze was taken away as he felt the muscles along his back tense up and he let out an involuntary cry. The sensation was unnerving as his tail stiffened behind him and the warmth seemed to blossom just along the curve of his ass and trailed downwards towards the upper portion of his legs. He tried to turn about as he felt the muscles shifting and twitching just beneath the skin. He moved a hand back and felt his own slightly boney rump, but instead of the normal feel he felt the muscles tensing up just beneath his fingers. They hardened and started to become more sharply defined.

Kurt twisted his entire body enough to so that he could see, and his eyes widened as he watched his ass starting to fill out slightly. The muscles became sharper beneath the skin as the warmth flushed along the underside of his tail. Even as he watched that longed for definition he realized the spread of his hips had started to show a softening. They became padded and the sharp indentations of his hip bones were layered over with muscle as well as an edge of feminine softness. One of Mira's hands slid down and he trembled as her finger trailed just along the curved rump cheek.

"Mmm I approve." Her voice teased into his ear and he licked his lips with a slight flush.

It was impossible to hide the fact her touch, the sight of himself and the sound of voice was starting to have an effect. His cock started to swell and thicken against his heavy balls while he felt the muscles spasming along the curve of his back. They defined themselves in a way that he'd never imagined they could. The tension thrummed through him as the heat ran down his spine and all the way to the base of his tail. It seemed to spread out from that point until he could feel it teasing a place that made him let out an involuntary cry. He tensed his rump cheeks down tightly as his anal ring felt flushed with heat.

The moment he realized he could feel that heat, he became aware of more intimate parts growing hotter. It reached in to caress places that he'd never thought they could before. He drew in a breath and let it out in a cry as his cock thickened and pulsed. He was pushed up tight against Mira and her hand lightly gripped his hip to pull him to face the mirror. His cheeks burned as he watched his own arousal rise upwards. It grew broader as well as elongated, far thicker than it had appeared when it had rested flaccid against his balls. The sensation of the changes warmed his stomach as he watched his hips continue to soften and grow broader to frame his hardened cock.

The tip reached well above his navel. It stood nearly a foot long with the glistening head pushing its way upwards past the foreskin. A single drop of precum beaded there as only the grip of his friend kept him standing. The precum rolled its way from the tip downwards and he stared at it partially mesmerized as his stomach started to tense down and he watched the skin drawing more tightly around it. He tried to concentrate on it, but the warmth beneath his tail started to grow. It was more then just heat, it was as if some velvety hand was brushing against places he didn't even know he had.

"Shit!" He let out a sharp cry and didn't care if Mira was watching or not. His hand fumbled and brushed beneath his tail as he pulled it up.

His fingers walked just beneath the base and his eyes snapped open wider. He could feel the plump muscled swell of his ass cheeks, and his fingers pushed beneath to penetrate the crease. He felt his puckered anal ring, but it wasn't just snug against his body, it felt silken to the touch. His muscles flexed and he could feel it pushing out against his digit. It was mounded up and as he felt along the edges his cock pulsed against his stomach. His hips gave an involuntary grind forward as the pleasure teased through his body. His muzzle parted as he started to pant shallowly and rubbed his fingers back and forth against the swollen ring.

The flexing ring was pushed outwards until he could feel it partially exposed to the air. He squirmed slightly as his touch refused to leave it. He stroked over it and felt his body responding with a slow grind backwards and then forward again. The touch of Mira's body against his side was an added aphrodisiac while he stared at his form in the mirror. His stomach had softened, and showed the slight feminine sweep that was so familiar on his friend, but there was more beneath it. He could see the outline of the muscles defining themselves so that a ridge formed along the middle of his stomach. The abdominal muscles sectioned into a trim six pack set just behind the heavy pulse of his erection.

"Fuck... I could stay like this.." He panted and squirmed as he had to force his fingers away from his pucker. The strokes were almost painfully pleasurable. His form trembling as his heavy balls drew up tight against his body.

Mira's low chuckle was his only response as he felt his upper body starting to become accustomed to the heat spreading over him. His eyes trailed over his chest and the barely visible nipples that stood erect in the soft expanse of his fur. The warmth teased them and he moved his hand up shakily to touch one before he let out a sharp groaning cry. The moment his finger brushed against it he felt a tremor of sensation seem to run from his nipple to his cock. It felt swollen and tender to the touch, but he let himself stroke over it gently while his breathing started to become ragged.

He'd lost all the reasons he had protested this at first. He lost all the reasons he might not want to do this. All that was left to him was the thrill of pleasure and anticipation as the changes started to take hold. His tender nipple started to swell under his touch as his thumb grazed over the tip of one. The gentle movement trailed it back and forth as it grew larger and spread out. Even growing, the sensations didn't lesson, but amplify as he watched his own chest start to soften. He moved his other hand up and gently touched himself so that he could feel the padding starting to form just beneath the rise of his nipples.

As his palms cupped against them he could feel them starting to weigh down. The fur around his nipples had faded away starting to create an areola of dark velvety skin. He circled around it while his breathing became hoarse and he was aware that he was rolling his hips up subtly. The movement drug his tip just against his stomach so that he could feel the strands of precum clinging from him to the fur. It was almost utterly shameless of him, but it didn't seem to matter. All that mattered was the way his fingers had started to dimple into the softening flesh of his forming breasts. He rubbed his thumbs gently just along the underside until his tail lashed behind him in pleasure.

His balls tensed up and he let out an incoherent cry as Mira's fingers moved up to slide around his hand and cup against his breast. The gentle touch shifted his hand aside until she kneaded the tender skin. Her fingers brushed through the soft pale grey fur and her palm pushed down to grind against the dark nipple. He stared in the mirror as he could see and feel his other nipple reaching nearly an inch long. They stood out hard and aroused against the malleable breasts. The red furred fingers stroked upwards until they caught right against his nipple and gave it a pull.

"D-Damnit, Mira!" his voice came out cracked, high pitched and strange to his own ears as his friend rolled his nipple back and forth.

Her teeth flashed beneath her lips as she didn't relent, instead she started to massage and tease with one hand as her other slipped lower. For a frantic moment he thought that she was going to catch ahold of his heavy cock, but instead he felt her fingers sliding beneath the curve of his tail. The moment the slender digits stroked the mounded pucker he let out a groan and rolled his hips up. He moved his hands so that they rested on either side of the mirror as his tail base moved up for her touch. His muzzle was held a few inches away from the gleaming surface as he panted heavily. His body was afire with lust, desire and heat that started to center itself at his core.

He swallowed and felt a dull ache in his throat, but his lips refused to form words as Mira's finger circled around his pucker. He stared down at himself as his cock rubbed against the formed six pack along his stomach. The tip brushed back and forth, but even as he watched he became aware that something was strange. Instead of his glistening cock tip pushing further out from the foreskin, he could see it starting to become more hidden. His mind could barely concentrate on what he was seeing as the fingers on his nipples gave a sudden short pull. Kurt threw his head back and let out a deep throated moan and pushed back against the fingers beneath his tail. His fingers dug in harder against the mirror as he felt his cock tip starting to slide lower along his stomach.

"Shit.. shit... shit.." His voice cracked audibly as his throat felt raw and scratchy. He swallowed again to try and clear it, "Mira!"

"Ohhh already?" The red dragoness' head leaned over his shoulder as she peered down along the mirror.

Kurt felt his cock growing more sensitive, despite the fact that it was starting to slide lower along his belly. A trail of viscous precum ran behind it as it dropped lower towards his navel. The throbbing didn't stop, nor did the pleasure as the fingers tickled along his mounded pucker. The sensation of arousal just increased as his body felt flushed with heat. Even the sight of his cock dropping from nearly a foot to nine inches and then starting to grow thinner didn't make him erupt in fear. Instead of losing sensation, everything felt more heightened along his girth.

The tip grazed against his fur and he let out a moan of pleasure as it seemed to pull right against the softest parts of his fur. The tip dribbled out more precum while his breathing became harsh and fast in his own ears. His claws dug harder against the edge of the mirror and he pushed back against Mira's body. Her breasts rubbed right against his shoulders and her muzzle nestled against the back of his neck as she teased him. The fingers on his nipple changed to massage as he watched his cock thinning down and pulling back towards his body. The foreskin started to tighten around the tip as it grew smaller.

He waited to feel fear or panic at seeing the change happening, but instead all he could do was whimper out a sound of pleasure and shift his legs further apart. He moved his chest back as he watched it grow smaller even as it felt more swollen and tender. The tip reddened and even thinned it looked fat and heavy between his legs as it drew back to only four inches. He closed his eyes for a moment and felt the fingers beneath his tail shifting forward. Nothing prepared him for the gentle touch of a finger tip gliding right over the tip of his changing cock.

"MIRA!" His voice came out shrill, high pitched. It lacked even the rough breaking quality of a teenager. In short, it sounded fully female as he jerked backwards for a moment.

The fingers at his breast moved away to wrap around his waist as he felt teeth nibbling against his neck. He writhed, but not to get away, the sensation of fingers teasing his tip was almost too much. It was almost too pleasurable. He bucked his hips up and his body twisted in the female's grasp as he tried to both get away and push into that sensation. His jaws parted and he let out a long groaning cry as the fingers massaged right around the tip. They spread out the slippery precum that was left behind and worked around the edges until he was grinding his hips forward.

"Like a little teenager." Mira's voice was chiding and teasing as he opened one eye a slit.

His heart beat was pounding in his ears, in his body, in every part of him. All he could do was think about the fact he wanted to drive himself into the touch of her fingers against his shortened cock. As he looked down he could see his own girth looking like little more then an adolescent's. He squirmed in reaction to that, but not before a deep groan came from his chest again. His cock continued to grow smaller and smaller beneath her fingers, but no matter how small it became physically it seemed to only grow in sensitivity.

He was barely aware at first that there were other changes. The only reason Kurt realized they were there was due to the pressure that was growing between his legs. He squirmed in place and pushed his back against Mira's breast as the pressure grew as a counter point to the pleasure of being touched. The fingers along his stomach massaged and tightened to keep him still so that he couldn't lean forward far enough to look. He was left staring at his own body in the mirror as he watched the heavy swollen orbs being pulled up tight to his body. It almost looked as if they were ready to release themselves as the familiar tension took hold of him. He squirmed and struggled against the hold on his stomach in his effort to thrust against the stroking fingers.

His cheeks darkened as he realized there was no need to thrust. His once proud cock that had stood nearly a foot in length had dwindled down into a nub of swollen flesh just between his legs. It was perched above his balls and the foreskin had been drawn back to form a hood. Mira's fingers rolled and massaged in circles around it while he moved his hands up to cling against the arm wrapped around him. His breathing was soft in his ears, the harsh male qualities seemed to fade away as he whimpered out. The heat and pressure refused to fade away as his balls started to ache slightly.

They pulsed and pulled up tighter between his legs, almost tight enough that he was afraid it would hurt. His stomach tensed up and he let out an almost squealing cry of pleasure as the fingers on his cock.. no clit. There was nothing left of his cock there. The fingers on his clit flickered rapidly back and forth. Shocks trailed down his spine and he let out a shrill noise just as his balls gave a final tug upwards. The sensation of them pulling upwards wasn't something he was prepared for as the testicles started to slide into his body. The seed making orbs shifting as his sac started to thin down as they were emptied.

He kicked out slightly and drew his lower lip in to bite down hard enough to stop the noises that threatened to well up. The orbs shifted along his lower stomach making the muscles tense and ripple down in reaction. Everything seemed to move and change inside of him, in ways he could barely describe. Only the firm touch of Mira kept him grounded, though that touch was tauntingly erotic. He could feel her legs straddling his tail as her fingers spread and worked his clit in circles. The tops of his breasts rested right over the curve of her arm as his inner body changed.

The full balls started to shift and push higher into his stomach as they spread apart. The make up of them had always been designed to create rich sperm, but was rapidly being affected by the potion that he had downed. Instead they started to change the make up of the sperm itself. They formed into eggs as the testicles started their transformation into a far different purpose. The tubes that had joined them inside of the body started to shift to form something far more useful to the more feminine Kurt. Even if he didn't realize it yet!

All he knew was his world had become one of his pounding heartbeat and the fact that he was forced to be on the very edge of orgasm. His body trembling as the forming womb started to lay the work inside of him for something more. What had once been the skin drawn tight around his balls pulled up between his legs and started to slip around the tender clit. The heat of it making him let out a moan from between his clenched jaws as Mira never let up her teasing, but never gave him enough to orgasm. It was far more then erotic, it was one of the most pleasurable acts he had ever had done to him.

The soft outer lips formed between his legs as the fur was thinned down to form the glistening outer folds. The fingers that slid their way along the soft fur moved towards the vulnerable flesh that grew slightly tender and swollen with arousal. Kurt let out a sharp cry as one of the fingers dipped down and he felt the red dragonesses lightly probing with one finger tip. The pressure made him push his hips back against her and his tail stiffen behind him as his body remade itself to form a silken snug passage inside of him...her..

Kurt snapped her eyes open wide and let out a shocked moan as a finger slipped into her body. Her spine stiffened slightly as she felt the walls being stretched open around the digit and the muscles reacted by clenching down tightly. She could feel her own wetness being forced out around the edges as she pushed her hips down. The sensation of relief flooded her. All of the anticipation and pressure that had built up was released as her folds started to thicken to hug down around the finger inside of her.

She worked her hips backwards and ground against Mira as a second digit slowly started to slip its way into the newly formed passage. The thumb grazed right over her swollen clit making her twist her hips just enough to feel the way the fingers were rubbing inside of her. Her muscles were forced wider and stroked gently so that she finally rushed towards what she had been waiting for. With her head cast back Kurt let out a deep throated moan and her body went tense as a wash of pleasure suddenly rippled through her. Her fur puffed up along the curve of her spine as she felt her walls pulsing and milking around the fingers eagerly.

Every part of her body seemed to throb in time with her heart beat as the fingers slipped in and out of her newly formed slit. They pulled along her plump outer lips and made her squirm backwards to try and push them in deeper. Her lips were parted and her tongue flicked over the edge of them as she rode out her orgasm. She could even feel the slickness clinging right along the edges of her sex when she pushed back and then rocked forward. Only after a few moments was she able to come down and lean back against Mira trembling slightly. Her breathing sharp in her own ears as a muzzle nuzzled up against her cheek.

"Are you sure you want to change back after the weekend?" The red dragoness' voice was deep with a sensual purr that made Kurt shiver.

"Maybe not..." She heard her voice, a soft feminine voice and felt the edges of her lips pull up in a smile.