FSE

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The second part of the story- more to come, eventually! Again, this is vile, mid waroping stuff, featuring sex, transformation, and bodily distortion, and should not be read by the squeamish.

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Kurt staggered down the dorm corridor, a large sports bag clutched to his groin. The stairs had been a nightmare, and he was grateful the corridor was empty this late at night, because his gait caused him to lurch from side to side. The weight in the bulging bag was straining his arms, and if anyone were to give him more than a cursory look, they would see the shirt rucked up as the enormous cock and balls fed into the bag, and from behind, his trousers were at half mast.

Kurt fell to his knees in front of one door, and gasped in pain and exhaustion. The ram was athletic and well muscled, but the pain from his squashed balls coupled with the shock of the magic was too much for him. He needed help, and this was the only place he could think of. He gathered himself, and knocked on the door.

The door opened a crack, and a eye looked out. "What? What do you want?"

"Brian," Kurt whispered, "I need your help. Please, man!"

"My help? MY help? What does the all-powerful Kurt the perfect need MY help with?"

"PLEASE! I'm sorry I said you were a freak, and trashed your bike!"

"That was YOU?!"

"Oh, shit."

"Why the hades would I help you?"

"Because I'll get the guys to lay off you! I'll let you use my truck? No, I'll GIVE you my truck!"

"Huh, you're really that desperate?"

"I-I need help- and I know you will. Because you're a better person that I am."

Brian closed his eyes. "Flatterer."

He opened the door all the way and Kurt barged in. The room was dark and dingy, lit by a low powered bulb and the wall covered with posters, mostly black. Brian himself was also dressed in a black shirt and jeans, and the bunny's black hair was plastered flat over one eye.

"So what- what's in the bag?"

Kurt winced, and screwed up his muzzle. "It's- you do all that magic stuff, right?"

Brian sighed, and rubbed his forehead. "Wicca is not about magic," he said, starting a well practiced, overused speech. "Wicca is non-hierarchical belief system that worships nature rather than a personality, and just because we don't kneel down before a cross doesn't make us devil worshipers. We don't do magic, and no-one in our coven dances around naked, except Kevin, and he'd do it anyway."

Kurt looked confused. "But-magic-"

"There is no such thing as magic!" Brian crossed his arms.

Kurt unzipped the bag. Free from its captivity, his cock flew out, and his balls landed with a slap on the floor. It had to be four feet long, and thick with it: a strange, almost hourglass shape, and the head of it seemed to taper more like a muzzle than any normal glans. His balls were grossly swollen, and more than a foot wide in the distended of his scrotum. He sighed with relief, the pain of the compression finally over. "HOLY SHIT!" yelled Brian, and leaped up on his chair.

"I did this with magic," Kurt told him.

"Well, I stand corrected," Brian replied from his perch. "And you stand bow-legged."

"You don't know anything about magic at all?" Kurt looked desperate.

"No- I mean, that's just plain impossible, no-one can do that- what happened?"

Kurt lent against the wall. "We were just messing around! Carol thought this would be fun, so, she... she did this spell from the book, and then, she, she turned into this."

He gestured at his groin. Brian gaped at him, boggling at the claim. "No. That's not possible."

Kurt clenched his fist. "You don't know any fucking magic?"

"No! This... breaks all the rules of the universe as we know it!"

Kurt screwed up his face, tears beginning to prickle behind his eyes. "You can't do anything?"

"Now I didn't say that. Let's start with basic logic." Brian cupped his lower jaw with his hand. "There was a book, you say? Stands to reason, if the spell to do this is in there, there might be a counter spell in it too. Did you bring it?"

"Um. No."

"Didn't you think it'd be handy?"

"I was a bit pre-occupied!"

"Okay, okay, fine. Give me your key and I'll go and get it."

Brian held out his hand, and Kurt had to fiddle in his trouser pockets that had fallen round his ankles.

"Okay. Stay here, don't open the door, and don't get into trouble."

Brian shut the door as he left. Kurt sighed, and dragged his massive tackle to the bed, where he could rest with his balls on the floor. His cock was still wet with cum, and slipped in his hands as he heaved it up level with his face. "Don't worry, Carol. We'll get you back." His face crumpled, and he hugged with penis tighter. "I'll get you back, I promise."

There was a sharp rap on the door. "Brian?" called a voice in clipped tones.

Kurt sat up, shocked. His penis slipped out of his hands and landed on the floor with a thump that made him wince.

"...Brian? Is somebody in there?"

"NO!" yelled Kurt, and then promptly slapped his head.

"You're not very convincing."

Kurt sighed. "Sorry, sorry, but- Brian's busy. Helping me. Don't come in!"

"Well, I need to see him. Brian?"

Kurt looked around him, and spotted an excuse. "He's in the loo!"

"Well, I'm coming it to wait for him." The door handle began to turn.

The sports bag Kurt had hidden his genitals in was lying by the door.

Sarah stepped in. The grey cat was carrying a bundle of folders under one arm, and she glared sternly over the top of her glasses at Kurt. He grinned back, nervously.

"What are YOU doing here, of all people?" she asked. "And why are you hugging that bean bag?"

"No reason."

She put the folders on Brian's desk, and perched on the edge. She was slightly overweight, and wearing a thick jumper and loose jeans that hid her curves. Men like Kurt would never normally give her a second look, and she couldn't help but wonder why he was even trying to be nice to her. "So what are you doing here?"

A bead of sweat rolled down Kurt's forehead. "Brian's helping me with my coursework."

"And I suppose he's just getting a book or something?"

"Uh-"

"And he's not in the toilet, with the door half open, and no light on," she said, pointing to the unoccupied en-suite.

"Oh shit."

She stood and strode across the room, getting up in his face. "What have you done with him?"

Kurt lent back, clutching the bean bag. Seeing his grip, Sarah narrowed her eyes and laid a hand on the bag. Kurt tried to scrabble back, but couldn't move without loosing his grip. A tug of war ensued, Kurt desperately trying to conceal his modesty until Sarah dug her claws in and ripped the bag out of his hands. Sarah fell back onto her rear. Reflexively, she spread her legs to get out of the way of the- penis, she realised.

There was a stunned moment, as she stared at the head of it. She had never seen anything so... big.

"This is going to sound really weird, but that's my girlfriend."

Sarah looked up at him, boggling. She couldn't even begin to understand what was happening. The size of that thing blew her mind. Slowly, she reached out with one hand, and it was at that point Brian came back in.

"I got the book, and this is some pretty weird shit- oh for god's sake," he said as he saw the two of them. "All I ask you to do is stay out of trouble, and I come back and find this."

Sarah turned to Brian, her eyes wide. She pointed and whispered, "He's got a giant cock!"

"I think we all know that now. You might as well help me with this. You-" He pointed at Kurt- "stay there, don't touch anything, and try to stay out of any more trouble."

Abashed, Kurt pulled himself back onto the bed, while the the cat and the rabbit turned to examine the book.

After a few minutes, Brian sat back, rubbing his eyes. "It's no use, I can't understand a word of this. It's like it moves when you look at it."

"Hmm?" Sarah looked up from her study. "It's not like there's words... just meaning, intent."

In her slate grey eyes, gold flecks gleams for second before fading. "It's not a language, it's a contextual symbolic formation. There's emotion, but it's... different."

She turned back to the book.

Brian glanced at Kurt, and shrugged. "O...kay, but can you use it? Can you turn an enormous penis into a girl?"

"That's not how it works. It works because you know it works, there's no logic behind it, just the story..."

"O-kay, can we know it will be done?" Brian brushed the hair out of his eye. "If that even makes sense."

Sarah stood and approached Kurt. "The whole purpose of the spell, you see, is for sex. This spell... you couldn't do it for any other reason, could you? So that's what you have to do. Have sex."

Brian and Kurt stared at her. "Unless you happen to have an elephant with gigantism who enjoys being stretched hidden under your jumper, that's not really helpful, you know," Brian snarked.

A dreamy smile came over her face. "There is something that I can do. The book, there's a way I can make myself...stretchy..."

"Woah, woah, woah." Brian grabbed her arms and spoke sternly. "Messing with magic has turned one girl into a super sized shlong already tonight, I don't want you becoming into a rubber doll, too."

Sarah brushed him off. "It's not a risk. I know what I'm doing."

"Brian's right. It's not worth the risk. I can't ask you to do this. And besides..." Kurt sighed, and put his head in his hand. "I don't think I could have sex with another woman."

The cat sat down, and rubbed his back. "It's not like you'd be cheating, though. You're doing this for her. And she's right here."

Her other hand slipped into his lap, and began to stroke the smooth pink skin at the base of his former girlfriend.

"I can't-"

"I want it," she interrupted. "Ever since I saw it, I wanted to get it inside me. I never knew I'd want something so incredible, so impossible, but I do, and if it can help..."

Her breath came fast and heavy. Kurt stared into her eyes, the lust and need evident in them. He sighed, and turned away. "What do you need to do?" he asked.

"You just get yourself ready," Sarah said, leaping to her feet and backing into Brian's en-suite bathroom. "I'll prepare myself properly for you."

Brian and Kurt shared glances as she shut the door. "Do you think this will work?" the ram asked.

"Maybe. I don't know. But I've never seen her like this... I thought she was totally asexual, you know? She's never shown any interest in anyone before."

"Oh. Well, it's not like you can find you're attracted to that kind of normally, can you-" Realisation hit Kurt. "Oh... did you want her to show interest in you?"

Brian laughed, a little bitterly. "Not as if it makes much difference, is it? We're friends, and she's only interested in women who've been transmogrified into enormous phalluses."

"I'm sorry, man."

"Yeah, well."

Kurt turned away from Brian, and ran his hand down his cock. Every inch of it felt the same as his normal cock, but the sheer size of this new appendage meant the sensation was magnified to an overwhelming degree. His hands were heavy on the shaft, where girlfriend's torso had once curved to her waist, and the feel of his touch sent a warm satisfaction throughout his body.

"What the hell are you doing?" Brian asked, looking slightly aghast at Kurt's actions.

"I'm trying to get hard, what does it look like?" Kurt snapped, distracted from his task. "I should be ready..."

"Do you have to do that here?"

"You want us to parade through the halls like this?"

Brian brushed his hair back over one eye. "Fine. But you're cleaning up if there's any mess."

Kurt went back to stroking himself. The flesh of Carol's face had smoothed out, and become loose, her mouth and lips widening, enabling him to pull the whole thing back over the head of his penis, which tingled gently in the open air. With one finger, he carefully reached out and touched the skin, slick with natural lubricant. As he dragged his finger over it, the electric shock made him gasp, and his lover gasped with him, urethra flexing open and the scent of pre-cum filling the air.

It was then that Sarah chose to make her entrance, knocking the door to one side. She stood in the doorway with her hips swayed, one hand reaching up along the door frame, in imitation of a thousand sexy poses. Her lower lip, bitten between her sharp little teeth, betrayed her fears, but her eyes were filled with desire. Naked, her body was slightly overweight, with every curve she had full and rounded. Large breasts hung over her bulging stomach, which in turn hung over the folds between her legs. She had painted her short grey fur with some clear liquid, the lines of darker, matted fur running around her body, emphasising her size, the magic to expand her wrapping her body in fluid bonds.

"Are you ready?" she asked.

Kurt gulped.

"Wait," Brian said, standing between the two of them. "We need to make sure this is going to work, and not tear you apart."

Sarah laughed. "It's fine! Look!"

She reached between her legs with both hands, and grasped her lower lips. She pulled at them, and at the same time pushed her legs apart. Her hips spread, widening her stance, as her vagina split open, further and further, a hot dark tunnel to the core of her being. She glanced up at Brian, and said, "Touch it."

"What, really?"

"You wanted me to prove it worked."

Nervously, Brian reached out with his thin hands. His fingers passed the boundary of her labia, a few inches from touching on either side. When his hand was in up to the wrist, the tips of his fingers brushed the tapering flesh of her vagina. Deep within her depths, the feeling made her jump from the shock. Her hands slipped, and her walls slapped shut around his hand. "Ah!"

Both Sarah and Brian gasped. Pulses of pleasure wracked her body, a wonderful sensation of fullness that took her breath away. Brian, meanwhile, was panicking. "Oh god! I'll pull it out-"

"No!" Sarah gasped. "Deeper! I need it deeper in me!"

"You're serious?"

She nodded, her breaths coming in short spurts. Brian rolled up the sleeve of his shirt, and set a determined look on his face. He pushed further and further within the girl, who began to write around the impalement. Starbursts of pleasure erupted from her groin, impossible, unknowable pleasure coursing through her.

Up to his elbow in vagina, the rabbit flexed his arm. Slowly, the flesh and fat of her stomach began to move aside, a lump appearing that gained definition as fingers rippled beneath her skin. His hand stuck out from her belly obscenely, impossibly. Trembling, she reached down and gently touched it, entwining her fingers with his, covered with her soft, sleek fur.

Brian let go, as slid his hand out of her, slick with secretions. "This is crazy," he muttered.

"But it'll work."

She stepped round Brian, to where Kurt perched on the edge of the bed. His enormous manhood was semi-turgid, not standing to attention, but full enough to show the full size of Carol's transformed torso. The cat knelt before the mighty organ, and took his foreskin into her hands. Running her hands beneath it, she teased at the vast expanse of sensitive flesh beneath, and Kurt shivered at the feeling.

Kurt watched as she began to kiss the tapered head of his cock, that should have been Carol's Her tongue reached inside the whole, and licked him in a way he'd never been touched before. Slowly, she pushed herself forward, her lips parting as they stretched around his red head. Her jaw dislocated, allowing her to fit more of him in her mouth, more nerves stimulated and Kurt's blood began to pulse and pound.

The fullness of glans in her mouth ballooned her cheeks out like a hamster, but Sarah didn't car one bit. The feel of her skin taught around the invader was so hot she was on the verge of cumming, even if she weren't touched herself. And as the thick, salty taste of pre-cum overwhelmed her senses, the blood flow to the penis increased, forcing it from her mouth until with a wet sounding 'SHLROP!' it flew from her maw and stood massive and proud. "Lie back," she said.

She pushed Kurt on to his back, and stood on the bed, next to his towering erection. Maybe four feet from Kurt's groin to the gently rounded head and dripping with pre-cum and saliva, the organ was too high for Sarah to simply lower herself onto: holding it with both hands, she jumped up, and sat on the thing. Kurt moaned a her weight came down and her legs dangled, supported between her legs. She began to slip, guiding the tip of the penis with her hands to her gasping cunt. With agonizing slowness, she opened before the colossal organ, her legs moving further apart, hips widening, and belly swelling until finally her feet touched the bedspread.

Kurt gasped, trying not to move out of fear he would hurt her. He could feel her incredible warmth surrounding him, tight pressure all over the head of his cock. She had paused to get her breath back, her eyes closed, her hands rubbing the obscene bulge in her stomach. "Are you alright?" he asked.

She nodded, and began to bend her knees, letting her weight carry her down the length of the shaft. The bulge traveled easier now that the width of it was in her, the meat and organs moving easily to one side. Her body rippled as her ribs spread, pressure on her lungs making her gasps for air shorter and shallower as they were crushed by the massive presence within her. As her body distorted, her skin and soft grey fur stretched further, tightening over her whole body like it had never been before. Her loose, flabby stomach became rounded and taught, and her breasts seemed to shrink as they were pulled tighter and higher.

Finally she stopped, the head of Kurt's penis resting jut beneath her throat. "Kurt," she said, each breath too small to contain more than a word. "Turn. Over. Fuck. Me."

Kurt could barely move. Sarah was so tight around him, every movement made him twitch. Slowly, he shifted, rolling around so that his colossal balls hung off the edge. Sarah lay on her back, but she was supported less by the bed and more by the hard cock within her, curving her upwards so that her head was off the bed. Her eye were open, but glazed, her breath coming in ragged gasps.

The ram took hold of the cat's legs and slowly began to pull himself out of her. Her chest cavity began to collapse back to its normal shape, and the extra air that gave her let her start to purr. She was unable to do anything but lay back and be impaled; her body so warped she could barely move. As she distorted and spread over the pole, her sensitivity had only increased, an she was so overwhelmed by the sensation her mind was pierced and spread by pleasure as her body was.

Kurt, meanwhile, was experiencing problems of his own. He could flex no more than a foot, unable to get far away without loosing his grip on the girl's wide hips, and each thrust came slowly with almost agonizing pleasure, the electric shocks that almost stopped him moving. He wanted to fuck her quickly, but his body betrayed him, forcing him to take his time, to enjoy every second.

Nevertheless, his slow thrusting was getting results. A slow build in his balls was beginning, an unstoppable growth that spread upwards, all the way to the tip of his penis buried so deep within her. It was almost painful. He pushed further, as hard as he could, and let the muscular pulses take over. The thrust didn't move his penis within her, but shook the girl, back and forth. She opened her eyes, and let out a scream of pleasure, that was cut to a gurgling moan as a spurt of cum shot from her mouth. Her body began to swell further as it filled with cum, more dribbling from her mouth, and Kurt tried to pull back.

He seemed stuck for a second, but then he suddenly slipped free, with the sensation of something moving out of him. And as he sprawled on the floor, he realised: he had his old cock back! And that meant... Two extra legs protruded from between Sarah's, writhing and kicking. Kurt lept to his feet, and hauled on them pulling Carol from Sarah's insides in a vile mockery of birth. She was covered in semen, which spurted out of the cat as her abused body shrank back to its old size.

Kurt wiped cum from his wolfess girlfriend's face, as she coughed and spluttered, her mouth still as filled with spunk as it was as a urethra. She took a few gasping breaths, and then looked up at Kurt. "Oh god...all I was, was pleasure... I couldn't do anything but feel it... and when you came... I was an orgasm. Thank you. Thank you."

Kurt stroked her slick, dripping hair. "Sh, sh. You're back now. Every thing's alright."

Carol looked up. "Can we do it again?"

"WHAT?"

Sarah sat up, wiping the cum from her mouth. "Oh, wow, a second round already?"

Carol looked at her, eyes wide in surprise. "What? What's she doing here?"

Brian laid a hand on her shoulder. "Easy now-"

Carol screamed, twisted, and promptly fell off the bed.