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Thunder rumbled in the distance. Andy stopped at the top of the trail and saw Bob pedaling up behind. "Looks like the storm is coming this way."

The older boy frowned. "Fuck. I told you we shoulda turned back. Now we'll get soaked."

"Oh, like you're gonna melt? Shit floats." Andy grinned at his friend's scowl. "You're just lazy. It's only been 10 miles."

"Fourteen point three!" Bob jabbed a finger at the small black speedometer clamped to his bike's handlebars. "If I had any idea where the hell we were, I'd have turned back and left your sorry ass."

"Your phone has a GPS!"

"Yeah, when it can get a signal." The big, shaggy teenager scowled under his helmet. "Between the weather and hills, I can't get a single bar."

Andy looked off to the side at the rapidly approaching black clouds. "We'd better find some shelter. I don't mind getting wet, but there's a lot of thunder and lightning. We don't want to be caught outside."

Bob followed his gaze. "That looks nasty. So where to? How about a nice Mickey Ds?"

"Forget that." Andy snorted and let his bike start rolling down the far side of the hill. "This is all farmland and woods. That's why I like it for mountain biking."

Bob grumbled something, but whatever he said was lost in the crackle of leaves and twigs under their tires and the rising wind. They coasted down the trail, weaving around trees and heavy brush. While there was a faint path visible, it looked rarely used. Andy hoped his friend wouldn't press to hard about location - he'd lost track of where they were as well, though they could only be so far from civilization.

The wind picked up, causing the fallen autumn leaves to swirl up from the ground. A few drops of rain hit Andy's face and he realized the storm was almost on top of them. Would it be safer to get out from under the trees, or make a break across the open field ahead? Any possible shelter had to be ahead of them.

A sudden clap of thunder shook the ground as lighting struck somewhere close, the sound making them both cry out. Instinct made the decision for them, both bikes shooting out of the woods as fast as their riders could pedal. And naturally, the bottom dropped out of the sky. Rain slammed down on them so hard it stung Andy's back and arms even though the long-sleeve shirt, and drowned out all other sounds. He had to look down to breathe.

Another terrifying lighting strike cut through the roar, and they both screamed. This time Bob shot ahead, his normally slower friend fueled by adrenalin. Not that he would know where he was going, but then again, Andy was lost and disoriented, and it looked like Bob was at least heading away from the storm. He followed.

They may have been heading away, but they could not outrun the weather. He almost rode into Bob when his friend stopped and looked around wildly. "I saw a building over here!" If he hadn't been shouting, Andy would not have heard him over the constant roar and rumbling.

"Are you sure?" Andy peered around, unable to see more than a few feet in any direction. But Bob was already off, an indistinct blur in the wall of water. Andy scrambled to catch up, afraid of getting separated in this monsoon. There was another lighting strike, so close that the flash momentarily blinded Andy and he smelled burned grass and charred earth.

He saw Bob falling and for a terrifying moment, thought his friend had been hit. But no, the boy wasn't falling - he had jumped off his bike and stumbled, and was now running towards a large dark shape ahead. A building!

Andy leapt off his bike as well and found himself slogging through mud. There was a muffled 'Fuck!" from directly ahead that saved him from tripping over his friend. Bob has fallen and was scrambling up out of the muck. Andy grabbed his arm, and they stumbled together to find a wall of warped, weathered gray wood.

Lightning cracked close again, and they ran along the outside of the building desperate for some opening. Elation at finding a large set of double doors turned to frustration when they saw the ancient, rusty chain and padlock securing them. Bob looked around frantically and picked up a large rock that was probably used to prop open the doors. The padlock shattered with the first strike. Andy yanked the wooden latch up and got one side open enough for them to slip through, and they sprawled gasping onto a hard dirt floor.

It took a minute for them to calm down. "Fuck." Bob pretty much summed up Andy's feelings. The older boy sat up and removed his helmet. His thick, unruly brown hair was soaked, as was every other part of him. When he stood up, water ran off his arms and legs as if he were standing in a shower.

Andy got his helmet off as well, then stood shakily. They looked around. This was some sort of old barn or stable. Another set of doors was on the opposite end, with maybe a half-dozen large stalls along each side. There must be windows in the stalls, providing dim illumination. The place would be pitch black at night.

Old, musty straw was scattered across the ground, with more piled up by some of the stall gates. Dark leather straps and frayed ropes hung from pegs on the walls. Despite the obvious age and abandoned state, the only water coming in was blowing through the partially-opened door, and Bob pulled that shut. The comparative silence was surprising.

Bob shook his head like a dog, splattering Andy with water. "Hey!" He jumped aside and frowned, then had to laugh when he realized he couldn't get any wetter if he'd jumped in a pool. He was soaked to the skin, with water pooled in his shoes. They made a squelching sound when he walked, as did Bob's. For once, Andy was glad he wore his dirty blonde hair cut short. He was able to squeegee most of the water out using his fingers. Bob's mop still had water draining out steadily.

Bob pulled off his shoes and dumped them out, then removed his socks and wrung them as dry as he could. Noting the condition of the straw, Andy wasn't so eager to go barefoot. Even though it had obviously been a long time since the place had been used, stepping in ancient cow or horse shit was only marginally better than stepping in the fresh stuff. Well, maybe a lot better, but even so.

His friend also pulled off his sodden shirt and wrung it out, then hung it over the nearest stall gate to air out. Andy was slightly jealous of Bob's physique and tan. It seemed a little unfair, especially since Andy worked out regularly, while Bob had spent most of his summer lounging by the YMCA pool. He also had a scraggly goatee and few strands of chest hair starting, thanks to being 11 months older than Andy. The difference between 16 and 17 also seemed a little unfair - Bob had a good four inches and thirty pounds on him.

"I guess we wait it out?" Bob's voice broke the long silence. "I sure as hell don't want to go back outside until the sun is shining!"

Andy shrugged. "At least until the rain stops." He looked around the building. "Maybe we can find some blankets or something to dry off with."

Peering over the gate where he had draped his shirt, Bob said "Well, there's some straw there. Something to nap on, anyway."

Andy looked at the stall nearest him. As with Bob's there was old straw on the floor. It didn't appeal to him, but he checked out a few others in case there might be something useful. The third stall down did not look any different, but there was something inviting about it. Andy pulled the stall door open and went inside, mildly curious. It was warmer in here, and there was a slight musky smell that was oddly pleasant.

After careful inspection indicated that the straw appeared unused, if old, he pulled off his shoes, socks, and shirt and hung them on the end of the gate to dry. From the sounds across the stable, Bob was shuffling round one of the stalls as well. Then he heard his friend cry out. Bolting from the stall, Andy ran over to where Bob was looking around, obviously puzzled. "What's wrong?"

"I thought I felt something."

"Rat?" Andy scanned the ground, but then realized his friend was looking at eye level.

"No. It was weird. Warm, but not really solid." He paced a few steps and then his eyes widened. "There it is again. Just a warm spot. This is freaky!"

Although Andy did not feel anything, he nodded. "Yeah, there's something sorta like it over where I am. Feels nice, really."

Bob started to move around the big stall, settling on a spot near the middle. "Right here. Could there be some kind of heating system still working?" He grinned. "This feels great!"

After watching Bob enjoy his 'hot spot' for a minute or two, Andy went back to his own stall. Sure enough, he found a point near the middle where the warmth was all-encompassing. It was more than just heat. He felt... Comfortable. Safe. Relaxed. The feeling grew in intensity until he just drifted off into pleasant stupor.

"Hey, Andy!" The shout and a loud rattle from across the stable startled Andy out of his nap.

Annoyed at the rude awakening, Andy stretched and pushed his gate open. The door to Bob's stall shook. "What?"

"The damned door is locked! There isn't a catch on the inside."

Andy laughed and shuffled over to the door. The heavy metal lift-latch had closed when Bob shut the gate. "Just a sec, genius." He stared blankly at the mechanism a moment, the relaxed, warm feeling still with him.

"Come on! I gotta take a piss." Bob shook the gate again.

"So, piss in the stall." Andy was having trouble sorting things out in his head. What was he supposed to do with the latch?

"Ha-ha. Very funny. Open the fucking gate, please."

Funny? It seemed like a perfectly reasonable suggestion. Andy frowned and dredged up the right motions, lifting a heavy arm and thick fingers to prod at the latch. It took two tries before it came up and Bob was able to push the door open.

They both gave a startled shout as they caught sight of each other, recoiling few steps. Andy blinked and stared. Bob was naked, and - different. Darker, thicker, older looking. The way his friend might look at 19 or 20, though curiously, also somehow shorter. A dark shadow covered his face and body, the wisps of hair on his chin and chest thickened dramatically into short, if solid cover.

It took a moment for Andy to realize that Bob was staring at him. Bewildered, he looked down and gasped. He was also naked, apparently having stripped off his shorts and briefs while he was standing in the stall. And like Bob, he had obviously matured. A lot more, in comparison. His body was muscled and dusted with a similar shadow of hair, though his appeared to be black instead of blonde. Being naked, it was also obvious that he had substantially grown in more than just height and weight. His sexual parts were dark and huge, bigger than he had ever seen on another human.

"Andy?" Bob was staring at him, his eyes flickering down to the huge endowment. "What the fuck, man?" Then he made a sweeping gesture down his chest. "What's happened to us?"

"Some kind of allergy? Something in the straw?" Even as he said it, Andy knew it wasn't true. Bob wasn't suffering from a rash - he was a young man, even more muscled and stronger-looking than he had been before.

Bob shook his head slowly, still staring at Andy. "You've grown at least 6 inches, and probably gained 50 pounds. You look like some college jock. Fuck, Andy, you're.. you were a skinny kid, and your Dad is shorter than I am. I can still sorta recognize you, but not by much. Fuck, man! You're turning into someone else!"

Andy still felt dazed, but he managed a slight grin as he looked down at his crotch. "It's not all bad."

"Jesus, Andy!" Bob's voice cracked with strain. "What if it doesn't stop? You're older, and way different."

Nodding, Andy looked his friend over. "It's not just me."

Bob blinked and then looked down at himself. "Oh, shit! How bad?"

After a careful examination, Andy gave the summary. "You still look pretty much the same, but older. Maybe 19 or 20. More muscles and more hair." He frowned. "Why am I older and bigger now?"

"Something in your stall?" Bob's eyes widened. "The warm feeling! Some kind of weird radiation?"

"It's not just in the stall. I can feel it now, stronger than before." Andy liked the feeling - he felt big and powerful and safe and content.

Bob frowned. "Yeah. I think I can to." He started for the doors. "We gotta get outa here!"

Andy grinned. "Stark naked?"

Bob stopped dead and looked at himself. "Oh. Uh... " Flustered, he turned and went back to the stall. A moment later, he shouted "Fuck!"

Moving to the stall gate, Andy saw his friend kicking straw around. "What's wrong?"

"My clothes! My helmet! Everything! It's gone!"

It took a moment to sink in, and then Andy bolted for his own stall. The clothing he had carefully draped over the end of the gate, his shorts, shoes, helmet, everything had vanished.

He heard Bob come in the stall behind him and said "Mine are gone to."

"What?" Bob's voice came from across the table.

Andy spun to find a strange young man grinning at him. Several things struck him at once. First, the newcomer looked like he had stepped out of some old movie, dirty and barefoot and wearing baggy, coarse clothing. Second, he was transparent. The scruffy kid was like a slide projected in the air, a hologram that cheerfully reached out to rub Andy's chin. "Thunder! Glad to have you back, boy!"

"What the fuck!" Andy heard Bob's startled and angry voice. Followed by another male voice that said "Calm down, fellah. It's all gonna be OK."

It took a moment for Andy to realize he could feel the chin rub. Not the hand, but a faint pressure that got firmer. The young man moved closer and rubbed Andy's cheek. "It's gonna be fine, boy. That's my Thunder."

"I don't know who you are, but I'm not Thunder." Andy was mildly annoyed, more than a little confused, and yet found the contact very pleasant.

The young man chuckled and dropped his hand to Andy's crotch. "Maybe not quite yet. But I bet you won't mind making the switch."

Andy's eyes widened but he did not pull away. The sensation of pressure grew not only outside, but within. Looking down, he saw the already large, dark organ begin to expand, and a dark ring of flesh rose up from the base.

"Thunder is a magnificent Shire stallion, a champion stud. And we have a lot of mares anxious to have him back." The young man was sliding his hand up and down the swelling shaft, the pressure now recognizably solid. It seemed that the more he changed, the more real the boy became. "Strong, massive, beautiful. And I will take great care of you." He stopped and looked into Andy's eyes. "Let me make you into my Thunder."

Andy was shaken, the powerful sensations from his loins keeping him from thinking clearly. And when the young man stepped away and backed out of the stall, Andy followed him. Bob was already outside his stall, looking much larger, while a boy similar to the one with Andy ran a brush of some sort across Bob's chest. His friend's upper body expanded, the shadow of brown hair thickening to a shaggy pelt. Bob stared at him, looking scared and amazed.

Soft bristles slid over Andy's skin and he looked down to see black hide replace the pale skin covering his barreling chest. It felt incredible, muscles flowing like warm wax over his bones, mass and weight increasing with each stroke. His stableboy grinned and raised the brush to run it over his nose. The contact tickled at first, but then, a sudden increase in odors distracted him from everything else. The boy was dirty and sweaty, the hay musty, his own scent a curious mix of human and animal. Horse. And other scents. Other horses. Female horses.

The boy gestured around the stable. "They are all here, waiting. Al yours." He grinned and nodded towards Bob, who was watching his boy draw chocolate-brown fur from the skin on his thickening arms. "All of them"

The other boy seemed to take that as a cue, and dropped the brush to caress Bob's genitals. Although his friend had increased in size almost as much as Andy, the male parts had not grown with him. The soft bristles seemed to dust them away, leaving a smooth section of hide under a growing bulge a bit higher up. The other boy patted Bob's side. "Good girl, Buttercup."

"I. Am. Not. Buttercup." Bob's voice was strained, and he had to force each word out. "I. Am. Not. Horse."

Andy shivered as the brush ran down his inner thighs, causing a ripple of muscle and the thickening of bones. His boy continued to pat his side. "My Thunder." A glossy black Shire stallion, mature but not old, sleek and powerful, a magnificent animal. Andy could see it, see Thunder, see himself. And he could feel it, too. The mass, the muscle, the incredible strength. "Yes. Thunder." He wanted this. He wanted it all. The strength, the power, the mares. And the moment he spoke the name, he felt a small jolt, like a spark of static electricity between his hide and the boy's hand.

"My Thunder." The boy's eyes flashed red, and for the briefest moment his teeth were fangs, his skin rough, and features distorted and demonic. Andy's nostrils flared at a stink of ozone and sulfur. A moment later they were refilled with the sweet smell of females and the boy was a grinning human again. But Andy knew.

He was changing faster now, arms almost fully transformed into thick forelegs, his balance wavering. Andy could feel his humanity fading with each stroke of the brush, each gentle caress of the boy's hand. He was turning into an animal. A powerful, magnificent animal. And he wanted it to happen.

"No!" Bob screamed across the stable, but he was a still looking at Andy. His friend was nowhere near as transformed, perhaps because he was still fighting. His boy was scowling, having trouble getting close enough to use the brush as Bob flailed his awkward, partially-changed arms. However, Bob was looking at Andy. Could he tell his friend has surrendered to the powerful sensations?

Andy fell forward with a heavy thud as his center of balance shifted, dinner-plate sized hooves easily absorbing the impact. The boy leaned up to whisper in his ear. "She is yours. Make her understand." He kept up the stroking, the brushing, drawing Andy's face out into a muzzle, thickening and swelling his skull, lengthening his neck. "Make her yours, Thunder."

The boy stepped back and grinned. Were his ears slightly pointed? His irises slightly oblong? Andy no longer cared. His nostrils drank in Bob's scent, not quite mare, but close enough to continue the arousal his boy's attentions had started. The object of his attention was grossly misshapen, more horse than human, but Bob appeared to be successfully fighting off further change.

Andy took a step forward, uncertain about walking on four legs, but found the movement to be natural. Bob quivered, his too-large eyes showing whites. Andy could feel Bob's fear, but under that was a growing desire. Bob did not want to be a horse, but he did want Andy. No, not Andy. He wanted Thunder. And Thunder was happy to oblige.

Another step and Bob twisted away from his boy with a cry. He backed away a step, his rump pressing against the stall gate. Was his face a bit more elongated? His hands more swollen? Andy shifted his hooves again, closing another four feet. This time he saw the changes, chocolate fur racing over the last pink skin, ears sliding upward on a swelling, flattening skull. More importantly, he smelled the changes. Bob's odor grew sweeter to his nostrils, scent screaming a need that Thunder was more than happy to satisfy.

"Please. Andy. Stop." Bob trembled, all attention on the slowly advancing stallion. Yet even as he spoke, he shifted forward, away from the wall. The faded wood was stained dark with fluids where he... no, she... had been pressed against it. Powerful pheromones filled the air, and Bob squatted slightly as a stream of cloudy urine splashed behind her.

Another step. Andy's nostrils flared, desire fueled even further by equine perfumes. He was Thunder, but he was also Andy. He knew Bob did not want to finish, to be Buttercup. But he could also tell that there was no going back for either of them. Bob might be fighting it, but at least part of him had given in to the change. These demons, or spirits, or whatever they were, had to have some consent. And that was easy - who could totally deny the offer to be so beautiful, so powerful?

Bob was trembling, but he shifted further around to present slick, hot lips that clenched and unclenched in an inviting wink. Andy had never had sex as a human, much less a horse, but Thunder knew what to do. He pressed against his friend's side, rubbing his chin over the mare's thickening back. Contact sped the transformation up, her forelegs thickening and neck lengthening. And then with a sudden twist, and push, and a brutal thrust, Thunder entered Buttercup.

The 'stable boys' stood together and grinned as the black Shire stallion covered the brown Shire mare, noting the last traces of human lost with each thrust. Sex did not last long, a dozen thrusts and then throaty neighs of orgasm as animal instincts were satisfied. Andy's boy stepped forward first and raised a hand. Blue lighting crackled around the stallion and shot into the upraised hand. The huge male horse shuddered, and for just a moment Andy knew what he had done, what he had lost. And knew he did not care. And then it was just Thunder nuzzling his mare.

The other boy repeated the action, though Buttercup's aura was tinged with blue and nowhere near as strong. If she had any awareness of the loss, she gave no sign.

All of the stalls save two were full now, magnificent horses looking over their gates at the two new additions. Perhaps they somehow remembered their own transformation, or perhaps they were just finding the stallion interesting. And then, one by one, they vanished.

The 'boys' watched the stalls empty, and then turned back to the newly made stallion and mare. Black and brown hide faded, grew transparent, and then was gone. And in a dozen different farms, stables, and fields around the world, a horse found itself in new surroundings, snuffled the air, and dropped its head to graze.

Alone once more in the stable, the two stable boys savored the last traces of humanity that had been Andy and Bob, and then sank back into the earth to await the next rumble of Thunder.

-end-