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Briley's day was already at an all-time low when it started raining. He trudged through the soft slush, feeling his hooves freezing but not finding the will to care. He crossed the empty street, looking around to make sure there were no cars, and then sulked towards the train station. If this day didn't get any worse, he wouldn't have to walk the three miles back to his apartment.

"Just get out, Briley!" his girlfriend had said, throwing his clothes at him. "Get the fuck out!"

"Jenny, c'mon!" Briley had pleaded, trying to make things right. Jenny had only responded by tossing him out the door and slamming it in his face. "One missed anniversary? Just ONE?"

An angry grunt was the only response...well, that and the sound of the two deadbolts clicking into place. Yeah, she was pretty done. Briley didn't mind the rain, but his jacket was goose down and the silky outside of it didn't very much like to get wet. He took shelter underneath a store's canopy and looked around gloomily.

"H-Hello? E-Excuse me?" a timid voice asked from the alleyway next to him. Briley peeked down the dark alley and saw a strange sight: a person in a stuffy dragon costume, holding a trashcan lid over his head, was standing in the alleyway. He shook terribly, the suit bouncing all over the place, leading Briley to the assumption that he had been out when the rain started ten minutes ago.

"Hey, you ok?" Briley asked and quickly approached the downtrodden dragon. The dragon continued to shake, trying to keep the lid over his head to avoid the rain. Briley noticed and put his jacket over the dragon's shoulders. "You alright?"

"I'm f-fine, thank you s-so much!" the dragon said, sounding cheery through the cold rain. He could tell the dragon was miserable; the costume was probably soaked to the core. "I-I'm a little cold, is all. The r-rain goes right through m-me!"

"Stay right here, alright?" Briley said and quickly ran inside the store beside them. He exited with a wide umbrella and handed it to the shivering little guy. "There you go. Try to stay dry now, ok?"

The dragon looked up at him and dropped the trashcan lid, gazing at the horse as though he had just given him a new heart. Briley turned and was about to walk away when he felt a big, sloshy mass slam into him from behind! He fell forwards, landing in a puddle and soaking his shirt and jacket.

He lifted himself up and turned around angrily. The little dragon was shivering once again.

"I-I-I just wanted to thank you," he said timidly. Briley shook his head and rubbed the bridge of his nose. He couldn't be angry with the little thing, especially since the costume made him think that the person inside was a child. He stood up and patted his puffy shoulder.

"Don't worry about it, little guy," he said and turned to walk away, this time keeping a sharp eye on the little thing.

"I'm a girl!" the dragon chirped and zipped to his side dutifully. He looked down at the dragon; the suit _was_androgynous...well, he sort of assumed that only a guy would wear a silly suit like that.

"Oh yeah?" he asked, continuing his walk. "Where were you coming from then, little girl?"

The dragon put her snout in her hands and giggled, perhaps she was blushing under the stuffed head. "Well, I was walking home from my Momma's house, to get on a train, but then the rain hit and I got cold...then you showed up! Thank you!"

The dragon went in for another hug, but Briley caught her by the shoulders this time and gently held her at bay. When she got the message, she stopped and rubbed the back of her neck.

"I guess I should dry off a little before huggies, hm?" she giggled. Briley smirked.

"Yeah, that's a priority. Did you say you were catching a train?" he asked, remembering the girl's words. The dragon nodded. "Small world; me too."

"Really?" she asked excitedly. "Yay! OH, you can take the train with me! You'll have so much fun! First I can get dry, then you can get soft, then we can hug!"

"What?" Briley asked, confused. The girl was making no sense; what was all this talk about getting him soft? "What do you mean, 'I can get soft?'"

"I mean..." the dragon trailed off. It was like she couldn't think of a good explanation for what getting soft was. "You can...get soft?"

Briley chuckled. As strange as the little dragon was, she was pretty cute. And her voice sounded like she was maybe ten or eleven inside that comparatively large costume.

"So, how old are you?" Briley asked, his curiosity getting a hold of him.

"I don't know how old I am!" the dragon said, almost proudly, as they reached the station. It was dark and no one else was waiting for the train, which made Briley a little nervous. He took the little dragon's hand, doing his best to watch out for the little thing. It was strange! He had never been so oddly inclined to help anyone before this little girl, but he felt protective towards her, almost like she was his little sibling or something. There was a loud whistle as a pillar of smoke rose up over the trees where the track was shrouded. The whistle blew again, but Briley was too stunned to notice, for what came out of those trees was the silliest thing he'd ever seen in his life.

First of all, he should've known things were bizarre when he saw the smoke. Trains around here didn't have smokestacks and the old monsters that did were out of commission for good! The train was a bright shade of yellow, polka-dotted with pink and blue, with a big pair of lips on the front!

"Yay! The train is here!" the dragon chirped and rushed up to the opening doors. Briley figured this was NOT his train...but something compelled him to hang around, call it a curiosity. The conductor, a large rooster in a marching band uniform, hugged the wet little dragon when she ran up to him.

"Oh my! Stuffles, you're all wet! Did you get caught in that nasty rain?" the conductor asked like a father to a small child. The dragon nodded bashfully. "What'd Momma tell you about getting caught in the rain?"

"Wet is bad for growing Stuffles's's?" the cute little dragon said, nibbling on her paw embarrassedly. The rooster nodded.

"That's a girl! Now run along and get dried up!" he said, giving her puffy rump a pat as she turned to scamper away. The rooster then turned to Briley, the horse standing on the platform hesitantly. "Are you coming?"

"I...don't think this is my train," Briley said, his eyes focusing on the strange paintjob of the train. The swirling colors and polka-dots seemed to move, constantly catching his eye. The conductor chuckled.

"Of course it is, son! Your ticket is right there!" the rooster cluckled (cluck+chuckle), pointing to a small piece of paper in Briley's pocket. Briley quickly yanked the tab from his jacket pocket and looked it over, startled. This had NOT been in his pocket the whole day, not even the last hour! Had the dragon slipped it in when he wasn't looking? It read: "ONE FREE PASS ABOARD THE CUSHY EXPRESS! PLEASE PRESENT TO CONDUCTOR UPON REQUEST!"

"And I do request," the rooster said, leaning down to snatch the ticket away from the horse's hoof. Briley was speechless, he wasn't even sure he _wanted_to get on this train! But yet...something gave him a desire to step aboard, to just take a load off and have a seat for once in this long, terrible day. The desire eventually won out, when the rain picked up a little more. Briley stepped onto the car and found himself in a whole new world.

There were streamers hanging from the ceiling, pillows piled high as the eye could see, and people in costumes sitting everywhere! It must have been some kind of...mascot carpool? Briley entered the car hesitantly, looking back at the conductor. The rooster was playing with a person in a pig suit, the two were hugging and baby-talking to each other, their respectful appendages prodding and squeezing their soft bodies. Briley turned back to the car and found his way blocked by a fat sheep smiling at him!

"Hey there!" a clearly female voice giggled. "Welcome aboard!"

"Uh, thanks," Briley said and cracked an awkward smile. "Does this train go past 20thStreet Station?"

"This train goes everywhere, hon!" the sheep said and took him by the hand. She lead him into another car, where there were still more pillows and still more costumed folks lying here and there. The sheep was wearing a tight rubber corset and a fat, crinkly diaper, which only continued to give Briley the skeeves. When the sheep finally stopped in a bizarre car full of equipment and machinery...Well, Briley had a pretty good suspicion that he was going to be murdered.

"What's your favorite animal, cutie?" the sheep giggled and squeezed his hand. As she did, she looked down at it uncomfortably, his hard skin and bones contrasting the softness of her paw.

"I...uh..." Briley hesitated. He knew he wasn't in a good way, but something was calming him...maybe the smell? Yes, it was the odd smell! The whole train smelled like stuffing but...it was the same stuffing smell from when he, as a child, would hug his own stuffed leopard...when the storms would get too loud. "Leopard."

The smell brought back so many memories...of when he would curl up on the couch with his sweet little friend, Jaggy. He giggled at how he always thought Jaggy was a jaguar, hence the name, and wasn't corrected until five years after his mother got rid of the old stuffed animal. He realized the sheep was giggling, trying to get his attention by snapping near his face.

"Hello?" she said, smiling. "Looks like somebody's been breathing a bit heavily, hm?"

The sheep led him over to a large, man-shaped mold and gave the soft padding inside it a pat. It was like one of those industrial molds for pushing out car bodies, but shaped like a humanoid. The inside was padded with bright red fluff and there was a small window on the top half of the mold, where one could supposedly watch those inside. "Alright, honey, just put those nasty clothes in that chute and hop on in."

"W-What?" Briley asked, the smell getting to him again. The sheep giggled and undid his belt, pulling his jeans and boxers down by his ankles. When his impressive horsecock flopped out, the sheep gasped.

"Wow! You sure are gifted, huh?" she giggled and wrapped a paw around it. When she wasn't able to even touch her index finger to her thumb, she gasped again and gave the head a gentle slap. "Get out of here! I can't even wrap my whole paw around it! Sweetie, you're going to need some adjustments."

"Adjus-" Briley was cut off when the sheep slapped something around his cock, followed by a sharp tugging. The sheep pulled the leash a little, giving Briley no slack as she led him into the mold. When he was securely strapped in, she pressed a button and the top mold came down slowly. It clinked shut and locked as Briley, now cut off from the smell, began to panic. He hyperventilated as the machine began to whirr and he felt something soft touch his armpits and ribs. The feeling was like soft snakes slithering over his exposed chest, gently tickling him. He giggled a little involuntarily, the snakes taking this as a good sign and continuing. He watched through the window as the sheep took his clothes and tossed them down a chute in the wall, just as the snakes increased in intensity!

Their soft tickling was too much for the weary horse and he felt laughter enter his lungs! He laughed as the snakes slunk around his armpits and thighs, tickling places he didn't even know were ticklish! His mind began to wander, the tickling dispersing his thoughts like smoke in the wind. He couldn't stop laughing, the snakes were too soft and they just wouldn't stop! He could barely breathe!

He suddenly felt a strange sensation creeping up his legs, like a tight sheet was being pulled across his body. He couldn't open his eyes enough to see what was happening but he felt the cold, stretchy sheet eagerly slid up his body. The sheet tightened as it spread, pushing his legs together and his cock up against his tummy as it progressed, forcing Briley's curiosity to get the better of him. He looked down to see a layer of tight rubber being pulled across his body!

"What the?!" Briley said and began to pull futilely at the restraints. When the rubber got to his arms, the restraints released, but the snakes pulled his arms to his chest like a mummy. He struggled hard now, frightened of the rubber which didn't seem like it was stopping. "Help!"

"Shh, sweetie!" the sheep smiled, appearing in the window. "Shush now, ok? Just relax and get rubberized for me, ok? That's a boy!"

The rubber finally made its way to Briley's head, the horse's eyes darting back and forth as he continued to struggle.

"Please! Please don't! Please!" were the last things Briley said before the rubber covered his snout and nose. Initially his first breath was obstructed by the shiny layer, but the second breath filled his lungs with a strange sensation. It was as though he knew there was no oxygen in his lungs, yet he didn't have the urge to breathe! He felt totally contained within the rubber cocoon, his senses deadened completely. "Hmmph! MMMHHH!"

"That's it, you're alright," the sheep said as the mold opened. The horse was sitting, bound completely in a seamless layer of shiny black rubber, squirming occasionally. The sheep lifted him to his feet and held the immobile horsy in her arms. She carried him to a large device that looked suspiciously like a chair and sat him down in it. The sheep then kneeled down behind him and the bottom of the chair suddenly swung away! Briley panted hard, realizing that his ass was now hanging through the hole. The sheep giggled and Briley felt something push against the rubber on his ass. "Alright now, sugar!"

The sheep began buckling a series of belt restraints onto the bound horse, keeping him completely immobilized in the chair. He struggled, the rubber squeaking and straining, but no sound escaped the slick prison. Finally, the object against Briley's ass began to move up...

"MMMMHHPH!!! MMMMMMHH!" Briley screamed as he felt the head of a large, feline penis slide through the rubber shield and between his cheeks! The dildo was quite fat and, Briley having never done anal before, was in for a serious ride. He felt the bendy barbs on the head slide past his hole predatorily, threatening as it entered him. Briley was panting hard now, still screaming, as the dildo slid, painfully slowly, into his tight equine ass. The feeling was making his cock throb...that giant toy painlessly inching its way into his hole, the feeling of being so full pervading his mind as the toy finally, mercifully, slid home.

It was lodged firmly in his butt now, the tail end of the toy keeping it from sliding too far in. He felt the rubber reseal under his butt and struggled, only to find that the dildo made his cock squirt whenever he did! The barbed head was resting directly against his male clit; every time he would struggle, an involuntary rope of salty horse precum would splatter his bound belly. Briley was sobbing inside the cocoon now; the pleasure of the toy and the fear of being completely at the mercy of a diapered sheep was too much for the horsy!

"There, there, little baby!" the sheep said, sitting in his lap. She ran her plushy paws over her captive's slubbery body, making sure to pay extra attention to the giant bulge on his crotch. The horse was still crying, but she could tell he was calming down. "That's it, my little darling, that's it. Just let me take care of you and I promise you'll be a happy leopard!"

The horse felt himself picked up again and this time carried somewhere. If the cocoon wasn't totally soundproof, he would've been able to hear the car doors open and the sheep carry him into the stuffing compartment...but it was, and he didn't.

The sheep giggled as the enormous, plushy leopard toy was brought to her by two other plushies. The rubber horse struggled a little more as he was placed inside. The leopard was basically a one-chambered plushy prison: arms but no place for armholes, fat legs bunched up against its body and no leg holes, and a stupid-looking kitty head with a bright grin. The chamber in the main body was exceptionally tight, however, and Briley could feel the soft world he was being unwillingly inserted into envelope him. The leopard's head was popped on over Briley's and, suddenly, he was gone. The world he had known was no more; no more girlfriend, no more rain, no more anything. His new life was sitting in this insidiously plushy prison, his cock constantly spurting precum but never actually cumming.

"Don't worry, sugar," the sheep cooed through the leopard's head, knowing Briley couldn't hear her. "This is only the first step! In a few months, after you've properly marinated, we'll stuff that lovely little cocoon you're in and make you just like us! Such a cuddly leopard you'll make!"

The sheep gave the plushy body a few love taps before turning to the other two plushies who had brought the leopard to her.

"Alright, babies! Who wants to get rubberized for Momma?" she said excitedly. The two plushies voicelessly jumped up and down, holding their hands up eagerly. The sheep giggled and picked them up in her arms, carrying them to the rubber compartment to be thoroughly immobilized, just as toys should be!

Briley couldn't hear, smell, taste, or see, leaving his perception of time in limbo. It felt like hours, days, maybe even weeks passed before he finally felt hands on his shoulders pulling him out of the leopard!

"Heya cutie!" the sheep said as she hefted him into her arms. "How was your nap inside the leopard, hm? Nice and warm?"

Briley didn't move, he had forgotten how to during his time in the leopard. The sheep giggled and reached down to play with his horsecock, which had shrunken noticeably inside the cocoon.

"Looking good, sweetie!" the sheep smiled, patting his chest. "That cock shrunk a good six inches since I saw you two months ago! Great!"

If Briley had heard "two months" he would've begun sobbing again. He had spent two whole months inside the leopard, his cock shrinking ever so slowly inside the tight rubber sheathe. The sheep giggled and began carrying him over to a pillar in the middle of the car with hoses trailing off of it. She set him down, the feeling of the plug making his cock squirt again, and hooked a hose into his cocoon. Liquid stuffing began pouring into the rubber, inflating it into an oblong egg-shaped cocoon. The horse inside struggled weakly for a second before melting into the addictive softness that surrounded him. His body felt tingly and exhausted as the stuffing finally entered his mouth and lungs. In a moment, the cocoon was empty of Briley, but filled to the brim with Briley-stuffing!

"Perfect!" the sheep smiled and unhooked the hose. The cocoon was sloshy, almost, as the drying stuffing became solid. The sheep opened a small portion of the rubber and took out a handful of stuffing. She pushed it into her plushy mouth and baaed with delight as the soft Briley-stuffing slid down her throat. "Absolutely perfect!"

With that, she hefted the cocoon over the leopard suit and emptied the stuffing into it. After tossing the empty rubber aside, she fitted the head onto the stuffed suit and locked it tight! The leopard looked around, mobility entering its fat limbs. It stood up and looked at the sheep, its big plastic eyes showing none of Briley's fear!

"Hey there, leopard!" she said and hugged him tightly. "How does a kitty feel? Feel nice and soft?"

The leopard nodded, touching itself with poofy paws. The sheep suddenly tackled the big kitty and lay on top of it!

"Gotcha, kitty!" she said. "How about we snuggle for a bit, hm? Does kitty wanna snuggle?"

The leopard nodded eagerly, entombing the giddy sheep in a massive hug! The leopard pushed the sheep into a corner full of pillows and lay on top of her, his tubby belly smothering the ewe in fluff. The sheep shuddered as she came in her diaper, the pressure of the leopard forcing her to. The leopard hugged tighter, the sheep sinking into the ever-welcoming plush that she knew as home.

"That's my snuggly kitty, that's it," she whispered as she basked in the plushiness of the leopard's stuffed belly. "That's a good fat kitty boy. Better than being a horse, right?"

The leopard nodded on top of her and then hugged her tighter.

"Once we get you talking again, you won't even remember that silly little horsy!" she giggled. "Or that giant cock he had!"