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Marie Walcott sits in the small restaurant, looking around. She smiled, content in her position. She was a critic - someone who would be paid to give her opinion on certain matters. She eagerly awaited her order - a plate of calamari. Marie was especially eager to eat here, as it had been visited by a number of critics... Picky ones, at that, that never gave it a bad review. It had to be good, in some way or another, to appeal to all of them. A tall, muscular tigress brought her plate out, giving a curt bow before taking her place alongside the rest of the staff as she reached for a pair of chopsticks and brought the breaded, fried squid to her hungry mouth.

The calamari was excellent--she wasn't sure quite what it was, whether it was the oil or the spices or the batter itself, but it tasted absolutely delicious. Her meal itself was good too, but nothing like the squid. She was honestly left wondering a little just how they had gotten it to taste like that. Maybe it was all fresh, or something--she didn't know, but she now knew that if she wanted calamari again, she'd come here. At the end of the meal, the tigress returned, picking up the check, and coming back with Marie's receipt, offering her a thickly accented, "Tank yoo," and bowing again. She hadn't felt thirsty while eating, but by the time she was sitting down in her car, she felt rather dry. Luckily, there was still most of a bottle of water in the cup holder--so she drained it all, gulping it down in a few big gulps.

Marie chuckled as she handed the payment to the accented tigress. Idly, she wondered if she was actually Chinese. Shrugging, Marie left soonafter, hopping in her small car and driving back home. As she drove and drank her water, she cursed at herself... She should've asked for a drink to go... Or at least some more calamari. It hadn't been fifteen minutes until she arrived back at her house, the two-story home completely paid for with her critiques, be them biased or not. Once she moved in, she began to cough raspily, feeling cotton-mouthed once more... She immediately moved to the fridge and grabbed a bottle of water, setting a kettle of tea on the stove... She'd heard that lemon tea was good for the voice.

Her lips pouted slightly as she wrapped them around the lip of the bottle, not pouring the water down her throat but instead sucking it from the bottle, until the plastic was pulled into a crinkled-up wad. She pulled her lips free with a loud pop, and tossed the bottle into the bin. It felt a bit cold in here...the thermostat was set at the usual 68, but she turned it up to 78 instead, and enjoyed the gently warm feeling as the heaters started to warm up the house. Her skin was looking just a little red--a bit like she was warm, maybe, or slightly tanned. What she didn't exactly notice was how her skin was growing smoother and sleeker, or how as she walked from the kitchen into her connected living room, her hips were wiggling slightly, slowly thickening.

As if she wasn't dehydrated enough, as her skin began to darken, she began to sweat slightly... It was likely the heat getting to her. With a groan, she moved to her room... Writing the review could wait. She needed to get into something more comfortable... And dry. She first removed her coat and pants, hanging them up on her closet door. Her panties were a bit tight on her now, her bra as well... She blushed a cute pink as she spied her nipples pressing into the fabric. She looked around briefly... It was night, and all her windows here closed... She could get away with walking around nude, couldn't she? She hadn't since... Well, ever. Marie sighed as she began to slip her panties down her soft leg... Gasping as she felt the sensitive skin of her plumping thigh. She unclasped her bra and threw it haphazardly onto the bed, looking over her slightly sweaty, tanned body... And couldn't bear the risk of being discovered nude. She grabbed a blue robe and slipped it on, the velvety fabric rubbing sensuously across her sleek form.

The fabric squeezed gently against her thickened nipples, the chest showing a sliver of pale...slightly...orangeish skin running down to her stomach. She tied the robe up around her waist, and rubbed along her skin, lightly rubbing the sweat in. She felt dry now, not just thirsty but like the air was too dry. She had a humidifier still set up in the living room, though, so she turned it up to its highest setting, and let it slowly pump water vapor out into the air. Another bottle of water would be good--sucked down again, her lips just a tad blueish. She hadn't noticed just yet, but her hair was falling out of its tight little bun...and just falling to the floor, as her hairline receded and her head started to grow out backwards. While she was pouring out her tea, she found she could really use some music to listen to. She was feeling a bit weird, still, but it could help her calm her nerves.

Marie moved to her living room, the humidifier already making her supple flesh feel comfortable. The peach-colored patches of skin began to creep upward to her neck, and moving just to the bridge of her nose. She moved to her charging iPod lay... But, thumbing through it, didn't see much she cared to listen to... Nothing calming. Her mother had given her a record player not too long ago... And a few opera records. Setting one on, she stood still, listening to the aria begin... Marie never was one for opera, but it did relax her. A loud whistle erupted from the kitchen - her tea was done! Marie began to pour a mug for herself, her hands once or twice slipping, not noticing her ears and nose beginning to lose definition... And her eyelids beginning to turn a sultry red.

Mmm, now that music felt good... She licked her lips lightly while she listened, and while the shifting colors spread over her skins, beginning to form lined patterns--peach running down her middle, with stripes running across her breasts that blended in with the orange that the rest of her skin was becoming. Back along her head, spreading from her eyes up, was a darker, reddish orange. Her ears were sliding lower, losing their shape, becoming more like raised holes, while her nostrils closed and her nose sunk further into her face. Her brows were growing more clearly defined, as her head was sloping back slightly. The restructuring of her face also came with a shifting chin and stronger cheeks and prominent cheekbones, giving her a somewhat classical sort of beauty, and making it look as if she had a strong mouth. Her fingers felt a bit odd, so she just curled one of them around the handle of the teacup, coiling it around the handle as her finger bones began to vanish, and then drinking deeply. Mmm, that did feel good on her throat. She sipped at another cup while her growing breasts and hips slowly tried to pull her robe open once more.

Marie smiled, her lips becoming lush pillows upon her face, her teeth whitening and giving her a smile most women would die for. She continued to sip her tea, her throat relaxing and her body growing warm and wet. Her waist began to pinch in, accentuating her widening hips; and her breasts began to bubble up, the fat outlines of her nipples pressing against the soft robe and the edges of her large, brown areolae peeking out from the opening. As her head began to elongate, a number of protrusions made themselves known, four tentacles sliding from her back and head and curling around her body, sliding along her sensitive skin as their suction cups form. Her legs began to undergo a similar alteration to her hands, the toes melding as she began to slide her powerful new limbs along her floor. As the singer's solo began to pick up, Marie drank less, beginning to sing along, hitting high notes rivaling the prima donna's.

As Marie sang louder, she began to lean forward just a little, propping herself up on the counter. As her breasts grew, they were offering bigger and better chambers for her voice to resonate. Her balled fists on the counter were coming undone, as her arms began to slip, sliding forward, almost unraveling out onto the counter. With new, glossy gray eyes and thick lashes, Marie looked down at her arms and was suddenly struck with shock to see the long tentacles laying on the table. She stumbled back and wobbled a little on her transforming legs, while feeling the gentle prickling of suckers starting to grow on the undersides of her arms. Nnhh... Sucking. She loved sucking. As her lips developed a gentle curl in their thickly pouted state, she ran her tongue along them, a shiver running down one of her legs. She wanted to suck on something. She...just...she loved it. While she struggled with her tentacles, her singing, and her growing body, her mind was starting to dull...losing the college that had come with her cushy humanities degree before she'd become a food critic.

Marie curled her long, sticky tongue around her cerulean lips, stumbling back and hitting her plump ass against her kitchen counter. Her half-lidded eyes scanned the kitchen as her high-school career made way for independent lessons... All fixated on her wonderful mouth. Singing, fellating, cunnilinging... Anything she could wrap her lips around was in for one hell of a ride. "Aah, mie gahd..." she coos, rubbing her temples with her nearest set of tentacles, the suckers adhering and releasing with ease... Her pussy growing wetter with each suckle. "Aie have to goh..." she mutters, rising shakily on her prehensile legs, moving to the counter where she'd set her purse. A pack of cigarettes lay in the bag from before, and a small black holder rested beside them... Formerly, Marie had used it to look high-class... But now, she believed herself to use it to keep her hungry maw occupied. She lit a cigarette and sucked the smoke down, breathing out wisps of it... Her heat was dulled, but hardly sated.

She bounces and sways in her blue robe, snugly wrapped around her and held in place from the sheer tension between the fabric and her body, her growing, heavy breasts and her huge, widening hips and 'thigh' tentacles. From a young age, she'd been taught solely how to use her mouth for pleasure, whether it was musical or sexual. She really couldn't be sure any more whether she loved to suck because she'd been taught to do it so much or if she'd been taught because she loved to do it. But unless she was smoking, sucking or singing, it was rather hard for her to keep her (admittedly not very complex) thoughts straight. Smoke curled from her thick, swelling lips as well as from the holes on the sides of her head. Her skin was growing smooth and porous enough that she needed to keep moist--which gave her that glossy shine that showed off her breasts so much, she thought, the second-smallest pair of her tentacles wrapping up over her breasts, wanting to tug at her robe and get access to her nipples--she had to deliberately think to move them away in order to keep her robe on.

Marie was panicking... She was slimy, slutty, and... She couldn't stop thinking about wrapping her tongue around the nearest thing... She hardly noticed her tongue coiling around her holder. Marie gasped and rose from the counter, calming herself as more of her mind began to fade away... Lyrics and notes flooding in over her worries, the form growing... Comfortable on her. "N-no!" she cried, remembering herself as she was... She needed someone to help her. Instra! Her friend wasn't all that far away, just... Ten minutes, walking! In her current state, she didn't feel all that comfortable driving. But... Marie couldn't go out in a bursting robe. She moved into her room, moving to get her suit... But she was hardly able to get it on, let alone button it. She gasped and bit her plump, wet lip, trying to search for something presentable... Soon, much to her chagrin, she grabbed a glittery blue dress... One of her mother's old sets. Her mother was much more well-endowed than she... But she was still much smaller than Marie now. She squeezed into the seemingly skintight, wet thing... And slipped outside, feeling the patter of rain... Well, at least it wouldn't mess up her hair...

The rain felt wonderful on her skin, and made her think about taking a nice warm bath, sinking into it, maybe getting some scented candles and pretending she was at a tropical beach back home...home!? She tried to force herself to hold onto who she was, but it was growing more and more difficult. She could feel the gentle motion of her swollen folds rubbing together as she moved, not to mention the way her hips swayed and her breasts bounced. And worst of all, she was really getting to like this. Mmmnh, especially that cigarette. She sucked in another cloud of smoke and let it out slowly, between the huge blue suckers she called her lips. Her mouth had changed more--teeth all one piece, and slightly soft, for extra comfort during blowjobs, her tongue longer and more nimble, good for arias and those hard-to-reach places. And her lips...oh god, they could have been her pussy, they felt so sensitive and delightful. What about wedging her big breasts around a cock, laying on top of the man, and sucking along the tip...oh! Her colors flushed redder, as a few drops of her juices slid down her tentacles, lost among the rain.

The scent of her musk was lost among the earthy scent of the rain, but the two were still noticeable to Marie... She didn't much... Smell, anymore... Rather, taste the air around her. Her lips bobbed as she ran almost as much as her breasts, cursing herself out for not bothering to put on any underwear... Her nipples rubbed against the dress, rapidly changing to suit her new form... It remained around the same size, squeezing her... Though not as painfully than it had before. It's surface grew sleek and smooth, waterproofing and expelling the liquids it'd soaked up before... And, of course, she remained lacking anything beneath it. Finally, Marie reached Instra's house... She breathed a sigh of relief, having reached the one person she could turn to... The other part of her act. N-no! Her friend! Marie rang the doorbell frantically at first, then slowed... Calming as she replaced her cigarette. Soon, a tired-looking, bed-head brown haired woman answered the door, giving a groggy "Uh... Whoa. Um, can I... Help you?" Marie steps in, passing her, frantically trying to give an explanation... "I-Instra! Is me, Ma-... M-Mari... Sol. Marisól!"

Marie's new dress was perfectly suited for her, elastic so there were no difficult knots or dangerous zippers, and able to breathe so that her skin wouldn't get stuffed up from being covered up. Instra took a step back as the tall and glamorous octopus woman stepped into her house. She let the door close, staring up at her a bit, at her massive lips wrapped around that cigarette holder and the rather large nipples poking against her tight dress. "Wait...Marie?" she asked, catching that part of the woman's name. It didn't make sense, though. Her friend was...slim and bookish and fairly unassuming. A sexed-up octopus woman was one of the furthest things from Marie she could think of. Marisól seemed to be slipping into place more and more, cooling Marie's frantic nerves, though she fought back to keep control of herself as best she could.

Marie smiles, patting the girl's face with her 'hand', a pair of the suckers adhering and giving her a faux-kiss. "Ooh, jour so kind, deer." Her lips jiggle in the slightest as she shakes her head, trying to right her state of mind. "Ai... Need help! Ai... Look so... Sexy... S-so weird! Is... I don't know, Instra... Aim s-so howny..." she tries to explain, pacing around the house in one part due to stress, the rest due to the sensuous rubbing of her drooling lips. Her musk surrounds Instra, who backs up in the slightest, dizzied at the scent of her arousal and sea water.

Instra can smell the rather oceany scent of Marisól's wet skin and her wet folds together. The octopus girl begins to see flashes of her lips pushed up against a pussy, sucking and licking, cheeks taut as they work an orgasm out of the woman's body. Oh god, they can't be getting bigger now, can they? She can't be sure, but they feel so huge, and she's practically fucking her cigarette lighter as it is. Her big, soft body wobbles as she walks, even with her smoother tentacled stride. "Okay, just try to keep calm...hold still, stop pacing. I'll...I guess I'll call 911, I don't know what else to do..." she said, looking the orange octopus up and down again before going to dig out her phone. This was all normal, Marisól tried to convince Marie, driving her toward Instra, making her crave something more than just a cigarette holder to suck on.

As Instra offers to call 911, Marisól's first thought is to the police, as if the girl was threatening to throw her out. She shakes her head, approaching closer. "N-no, n-nono... No, aiem... No need fow that, deah..." she began to calmly coo, sliding up next to the teeshirt and jean-clad girl. After exhaling a long plume of smoke toward Instra, a tentacle from her back removes the holder from her mouth, allowing her to fully wet her lips in preparation... Her oral lips weren't the only ones that had grown, either. Her cunt's lips had grown thick and glossy in competition with her maw... But began to feel dull. Where she'd normally receive orgasmic sensations from her pussy, she now received from her lips. As she wrapped her wet tentacles around Instra and her fat, jiggly lips around hers... She almost came then and there.

"They could get you some sedatives and help calm you down though," Instra suggests, starting to turn to face Marisól before the octopus girl is suddenly upon her, pulling her close and squeezing her, making her gasp out before her lips close around Instra's, trapping her in a kiss. Her mouth was the strongest sucker on her whole body--you didn't get out of a kiss with Marisól unless she let you go. Instra's hands pushed against the woman's soft shoulders, trying to push her away, but she had fastened herself quite tightly to Instra's face. She didn't even like seafood that much, Instra thought, trying to squirm away from the tentacles that had her wrapped up from every angle. Her lips were pulled forward by Marisól's tight kiss, and were beginning to slowly swell from the suction that she was putting on them.

Marisól's sweet mouth held the girl fast, suckling and prying Instra's own lips apart so she could slide in her dexterous tongue. Be it due to the blood deprivation or something else, Instra's lips began to darken into a glimmering ebon, becoming puffy and slipping out of Marisól's hungry lips... But remained pressed against them as they continued to swell. Instra's body grew hot, her tongue dancing with the odd octopus girl's... Lengthening as salty and smoky tastes assailed her. The flesh around the captive girl's mouth began to darken into a much more vibrant pink... And her eyes developing a much darker fuchsia eyeshadow.

"Nnnh. Nnnrrnnh!" Instra tried to cry out at her friend, but her lips were still trapped in Marisól's powerful kiss. Her eyes went wide, and she tried to tug herself free now, or at least free of the kiss, but it was no use--her black lips were stuck against Marisól's, swelling thicker and pouting while keeping her prisoner. She could taste the water that permeated Marisól's skin, and the flavor of the cigarette that she'd been smoking, getting in her lungs and clouding her thoughts, making her feel dizzy. As the eyeshadow deepened and spread and her eyes begin to turn black, she lets out a deep moan, her body feeling hot and excited despite herself.

Marisól let her eyes bore deep into Instra's, watching as her frantic gaze shifted into the very same inky pools she possessed... Instra was so frantic... She needed to calm down... And Marisól knew just the way to do it. Marie's last remnants began to dissipate within Marisól, her thoughts and memories fading as an overwhelming heat and coolness took her over. After a few moments, Marisól finally broke the kiss. "Ao, what is se matter, deah? Jittahs? I undahstand, I have them plenty mieself... Heah, I help yoo calm down..." she offers, her thick lips inches from Instra's fading ear. As her fuchsia eyeshadow began to rise upward and her hair began to fall away, Marisól wasted no time removing the girl's shirt, jeans, and panties... She thankfully wasn't wearing a bra. Marisól hurriedly did this... Knowing they had to be at work, soon...

Instra struggled, looking into Marisól's eyes with a look of fear and confusion, not knowing that her eyes were becoming just like Marisól's, even flecked with the same thick eyelashes. Instra was gasping softly by the time that Marisól broke away from the kiss, a noticeable pout on her lips, and looking as if she might have put on thick black lipstick...but the 'eyeshadow' was quickly showing itself to be far more than just eyeshadow, as it spread back along her forehead. She yelped in shock as her clothes were torn away--though Marisól was sweet and sensual almost to a fault, her tentacles could be strong when they needed to be. "What'th the matter? I'm naked, you made my lipth big, and...Marie, you have to thhtop!" she lisped, tripped up on her thick lips.

The former Marie chuckles and rests a tentacle upon Instra's plump and plumping lips, offering a soft "Shhh...~ Is Marisól, deah." She holds the girl still while she moves the two of them back, her suckers preforming their namesake wherever they touch, giving her small hickeys of bright pink, soon spreading across her supple form. Two rest upon her breasts, squeezing and kneading their soft curvature, feeling them grow and reapplying as to not be stretched too far. Instra's head was completely bald now, her scalp growing larger and softer, the beginnings of tentacles snaking out from beneath it. Marisól made her jump as she was sat down in a recliner, the octopus woman planting kisses up her thigh, leaving soft pink marks... And moving higher up to her eager, glossy pussy.

"No, you're Marie. Something's wrong, we need to--ohh. Ohhhh," Instra sighed, arching her back and shuddering, biting her thick lip and feeling it swell underneath her teeth as her nipples swell and bulge out into Marisól's suckers, responding eagerly to the suction--much like her breasts, which swelled out into the beautiful octopus girl's tentacles. Lifting her growing head, feeling her nose and ears sinking away into her face, she looks down at Marisol and her huge lips sliding up toward her pussy. "Marisól, no! Is bad," she squealed, then gasped sharply as she realized she was talking in the same thick accent as Marisól. "Yoo need to stop! Aim not octopoose!"

Marisól smiled, not wasting any time getting to work. She give her lower lips the same treatment she had with her higher ones, sucking and letting her tongue roam around her sticky love tunnel, her pussy and fat clit swelling and dying the same light pink spreading across her stomach, neck, and chin. Her bulbous head squished against the chair, her eyebrows losing their hair much like Marisól's, and growing much more pronounced as the flesh underneath them grows much more pronounced. Her hands, pushing against Marisól's shoulders, began to lose their strength momentarily, the bones dissolving and restructuring as boneless tentacles, a set of suckers developing on their underside.

Instra cried out in pleasure, her juices starting to flow steadily as Marisól sucked powerfully on her pussy, making it swell and puff up just like her own. Her eyelids fluttered half-open and she screamed, her new tentacles winding around Marisól's shoulders to hold onto her tightly while bucking her body. "Nooo! Ai no whant to be sexy and big...and...preety and sucking..." she whined in her high, trilling voice which complimented Marisól's lower, more even tone. Her tongue had started licking at the inside of her mouth and her lips, and she was gulping and whimpering softly. The need to suck on something was rising up for her big, thick, hugely pouting black lips. She was trying to fight against it as much as she could, but without something to suck on, she could hardly concentrate on what was going on.

The only tentacle unoccupied with Instra was the one holding her cigarette holder, occasionally waggling it as to flick off the excess ash. Hearing Instra begin to moan and lap at her glossy lips, Marisól moved the holder to the growing octopus fellatrix's hungry mouth, the taste of her salty saliva still on it. Almost instinctively, Instra's tongue coiled around the thick, black surface, sucking in a lungful of the smoke, exhaling it through her cylindrical earholes. Marisól's lips suckled still upon the thickening pussy lips, though her tongue traveled across her crotch, beginning to tease at her ass, her hips and butt widening in her seat.

Instra let out a muffled groan, still trying to fight and upset with Marisól's helpfulness in fulfilling her new body's cravings. ...but that didn't mean she'd stop. She held the lighter between her teeth tightly, gripping it while she curled her lips around it, sucking and puffing and letting the clouding smoke fill her head and make her feel good. Her skin had become thin enough that it felt good against her skin too--she could absorb the smoke right through her pores. But it wasn't like she smoked for the nicotine, of course... She didn't smoke at all! No, of course she did, she loved smoking. It was one of the few things that could keep her mouth busy. Her lips were swelling still, growing to the sensation of the cigarette holder against the glossy, slick lips. As her hips widened dramatically and her waist flared inward, she squeaked softly around the cigarette, shuddering and tightening her tentacles. No, bad! It didn't feel good to have her body becoming so exquisitely sexual and wonderfully curvaceous...

Marisól rose, smiling wide and dripping with her partner's sticky juices. Where her mouth was at work moments before, a pair of tentacles were now trashing and writhing around, kissing her slick tunnel as Marisól kissed her way up the slick, wet belly of Instra. "Ah, how do yoo feel, Isabella~?" she asks, sucking her neck with her fat lips, giving her active, tingling lips some activity as her cunt quivered in her dress. In-... Isabella's body was now entirely covered in thin, slick octopus skin... But she felt... Dry. She needed somewhere wet... She needed to get dressed. A sense of urgency built up in her, the panting, succulent girl trying to rise with Marisól wrapped quite literally around her.

"Aim dry, and need to dress, and yoo are all ovah me!" Isabella protested, her clenched teeth showing that like Marisól, her mouth had the particular enhancements to make it all the more pleasing to get oral from her. Now the tentacles in her pussy didn't feel quite so...powerful? It was like what they were doing was less important than what her lips were doing. Some of Instra's remaining self was able to lament how big her lips were getting, but the rest of Isabella was just delighted to feel them swell. They were her most important feature after all. In retaliation for the tentacles squirming inside of her, Isabella curled some of her tentacles up under Marisól's dress, squeezing them into her pussy, and using her suction cups with wild abandon.

Marisól felt the suction cups stick to her wet, drooling cunt, and she leans in to give a shaky "S-sorrie, lahve... Yoo wear just so nirvous... Ai needed to relax yoo up." Marisól leans in to remove the holder from Instra's lips, giving her another long, smoky, vaccuum-like kiss... The sensations of their lips and tongues mashing together sending Marisól over the edge, her tentacle-legs buckling beneath her and her tentacles squeezing across Isabella's body... Before relaxing and drawing back. "A-ah...~ Ahre yoo ready fow work, Isabella? Yoo steel need a dress..." she chides, rising on her weak legs and trotting off to Instra's room and retrieving a glimmering black dress like Marisól's. "Cahm in mie car. The place have a hooole setup fow ass."

Isabella was left in the chair briefly, eyes rolled back, mouth sitting wide open, and a few drops of orgasmic drool dangling from her lip. She managed to push herself up onto her tentacles, wobbling every which way before taking the dress offered by Marisól. She squeezed herself into it, and the fabric became a matching rubbery sort of material, stretched tightly but comfortably over her body. The rain felt refreshing to the dry octopus, and once she had sat down in Marisól's car, she reached a tentacle into the back, hauling out one of the big jugs of sea water she kept. She lifted it to her lips and started gulping it down thirstily, delighting in the salty, natural taste you couldn't get with table salt and tap water. By the time she capped it and put it back, the jug was about half gone, and her skin was looking slicker and glossier, her lips and breasts and hips just a bit more lush and full. "What yoo waiten fow? Les' go, ai don't want to be late," she told Marisól, who'd been staring at her lips just a bit.

The former Marie gave Isabella a long, salty kiss and licking off any remaining sea water from her plump lips as she began to drive, much easier with eight limbs as opposed to four. Soon, they arrived at the very restaurant Marie had gone to critique earlier, looking around for some service. The tigress approached them, and after a brief debacle with their accents, the duo was pointed to a large, cylindrical tank in the center of the dining area... Which the two octopus ladies eagerly slid into, their skin once more graced from all over with salty seawater. The glass was treated specifically to let voice out, but background noise, such as sloshing water, gets removed. Their job was to sing, to play... To be there as decorum and ambiance for the guests... And it's exactly what Marisól and Isabella planned to do.