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A Halloween Change of Plans

By Cimmaron Spirit

Commission for John_doe12346

WARNING: This story contains: transformation, human, lizard, Hork-Bajir, panther, German shepherd, muscle growth, cock growth, hyperphallic, oral sex, anal sex, cum inflation, excessive cum, dual cocks, double penetration, triple penetration, foot play, M/M, M/M/M, and more. You should be 18+ to even see this story, much less read it, so you better run away if you aren't or this story isn't for you. Otherwise, enjoy!

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The professor at the front of the room droned on and on about some obscure 18th century poet in a monotone voice that was nearly putting the lecture hall to sleep. There were fifty or sixty some people were in the cavernous room for the class that was a humanities prerequisite for the college, which insured that no matter how boring and monotonous the presentation, it would always be packed full.

Ari grumbled to himself as he took a sip of coffee, trying his best to fight off the sleeplessness, trying to push through the long hour he was forced to be in here, in a seat and a desk that was just slightly too undersized to be comfortable for the football player. Ari stood at 6'2", with nearly 280 pounds on the scale thanks to his muscular arms and his thick muscle gut. With the thick pelt of hair visible on his arms and peaking out from his collar, Ari was the very definition of a “bear" in the gay community, and he flaunted it now that he was at college and away from the prying eyes of family.

His eyes, however, were focused on a young man three rows down named Malachi. He was rather normal: maybe not drop dead gorgeous, nor was he as big as Ari, or a thin twink. He was so physically… normal. Five foot ten inches, with black wavy hair and nearly pale white skin that contrasted with Ari's darker, tan skin.

But Malachi had such a positive, bubbly personality, and an infectious laugh that Ari couldn't help but develop a crush on him.

It seemed weird, Ari thought, that he, a big bear guy, was absolutely smitten by such a normal young man… but stranger things have happened.

They had first met thanks to a group project in another class, and they had been friends ever since, sharing lunches and visiting in each other's dorm rooms. But despite the closeness they had developed over the past two months of school, neither had taken the last step, the one that Ari was incredibly nervous to take for not wanting to be too brash, too forward, and damaging one of the few relationships he had developed in college.

He snorted. Of all the people to be nervous about something, it would have been him. But it wasn't so simple as just going: “Hey, I want to make out and stick my dick in your ass." He wasn't living in a porno movie! Though, some days he did wish he lived in such a world…

The whole class began to move and shuffle around, packing up books and closing laptops before the professor even said that he was done. Ari glanced at the clock to see that it was 1 pm, and his last class of the day was over. In fact, it was the last class of the week, as tomorrow was Saturday, with a big game later that evening. He packed up the notebook and pens he hadn't even touched during the full hour, and joined the line that was leaving the lecture hall to the main hallway.

Now that his learning was done for the week, it was time to relax. Go back to his dorm, watch some sports on his laptop, maybe workout in the school gym after supper… yeah, everything looked good.

“Hey Ari!" a voice called, making the tall football player stop and turn, which caused one person who was following in the crowd a little bit too close behind Ari to run into his broad backside. The small girl looked up and gave a whimpering apology before scurrying away.

Ari turned around to find who called him, before finally seeing Andrew, from one of Ari's other classes, waving his arm.

“Hey man!" Andrew said, a wide smile on his face. “How are you doing?"

“Not bad," Ari said, his voice deep and thick with a slight Hispanic accent. “Just finished my last class. Going on home now."

“Ahh, cool, cool," Andrew said. “You coming to the party tonight?"

Ari wracked his brain for a moment. “Party?"

“You know, big Halloween party at my place! I sent you a text about it a couple weeks ago."

“Oh, right!" Ari said, before tapping his forehead. “Sorry, I must have forgotten."

“Hey, no worries. You're still welcome to come."

Ari sighed. “I wish I could, but the past week has been so crazy. Football practice, classes, and this big game. It might be best if I sit it out."

“That's fine," Andrew said, slightly disappointed. “You're here because of football, so you might as well be ready for it."

“Hey Andrew," another voice said behind Ari. “Hi Ari."

“Malachi!" Andrew boomed. “Hey man! You excited for the party tonight."

“Heck yeah!" Malachi said with a grin. “I got myself a pretty sweet outfit and everything." He then looked up at Ari. “You coming, big guy?"

“He said that he was gonna…" Andrew started.

“…Be there!" Ari interrupted. “Yeah, I'll be there!"

“Awesome! Can't wait to see you tonight then," Malachi said with a smile, before turning around. Ari felt Malachi brush against his backside, but he didn't know if that was just because of the crowd of people in the hallways or on purpose…

“Well, that was quick," Andrew said with a chuckle. “Come on by. Seven o'clock, bring your own beer, all that jazz." Andrew pulled his backpack onto his shoulder. “See you tonight!"

Ari gave a smile that could double as a grimace.

What did I just get myself into?

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“Ah, welcome, welcome!" the old man said, as Ari pushed open the old wooden door, an old bell clanging. “Welcome to my little shop!"

Ari gave a wary smile as the hunched man came around the counter with a speed and spryness that he didn't outwardly possess, and gesturing his customer in.

“So, what can I do for you?" the old man asked, looking over Ari with a sharp eye that flashed behind large pair of glasses.

“Well, I'm looking for a Halloween costume," Ari said.

Though Ari's size made getting a last-minute Halloween costume that much harder. He had already spent most of the afternoon going to different stores to find something to wear, but nothing really worked: either too small, or too expensive, or just embarrassingly cringe worthy. This little shop was his last chance. If not, then he wasn't going to be going. Wasn't going to get the chance to maybe hook up with his crush, or at the very least to see him.

“Oh! You are one of those football players at the college, eh?" the old man said, snapping his fingers. “Linebacker, right?

“Uh, yes," Ari said, sheepishly “Hasn't been a great season so far, but hopefully we can turn it around."

“Don't worry about that," the store owner said. “What will happen, will happen."

“Uh, anyway," Ari said. “What about a costume?"

“Oh yes, Of course, of course," the old man said, with a small chuckle. “You didn't come here to talk about your sports. Here, come with me," he said, sweeping his hand over the aisles of clothes, outfits and accessories that filled his tiny store. “I should have something here that will work perfectly for you. I have something that will work perfectly for everyone."

Ari gave a wary smile, and followed the old man. “Thanks. I've never been in this place before, or even noticed it. And I walk this street nearly every day."

“Ahh, yes," the old man said. “This place does have a habit of just blending in to the scenery until someone absolutely needs us, then, pop! Here we are."

Ari could only give a shrug as he was lead deeper and deeper into the shop, having to turn and shimmy through some of the tight corridors between shelves due to his wide and bulky stature. Ari caught only glimpses of what was on the shelves, all of them pilled high with half folded shirts and coats, a variety of hats and helmets and other clothes, boxes of cheap rings and jewelry, fake weapons and other decorations, and who knew what else.

“So, kind of late to be getting a Halloween costume, eh?" the old man said as he turned around another corner. “Just a couple of hours before sunset on October 31st. What delayed you?"

“Well… I wasn't sure I was going to a party until earlier today," Ari remarked. “I honestly thought I was just going to stay home tonight, but I changed my mind."

“Something came up, eh?" the old man said, with a sly grin. “A girl? Or a guy?"

Ari stammered for a moment on being so easily called out for the ulterior motives. “Uh… yeah. Maybe. Sure."

The old man hummed to himself. “So, big guy like yourself, I'm guessing you want something to accent your power and size, eh? Something macho?"

“Yeah, sure," Ari said. “I was originally thinking something like a cowboy or something."

The old man looked over to Ari, adjusting his glasses, and frowning. “Hmm… no, no, no. I don't think that fits you. Not… powerful enough."

“Uh… what do you mean?"

“I mean you should have a big, strong costume!" the old man said. “Something to fit you."

“So, a wrestler or something?" Ari asked.

“Think… beast. Monster!" The old man said. “Something to unleash that inner creature inside you!"

“So… animal of some kind?"

“Ahhh, yes. That would be good." The old man rummaged through the shelves a bit more. “Ah ha! Yes! This is perfect."

He pulled out a large, non descript box, with “Hork-Bajir" scrawled on the side in black marker, before presenting it to Ari. “This, I was holding onto for a very long time. I think it will work perfectly for you."

Ari cautiously took the cardboard box in his hand, and opened it up. Inside, he saw a rubber suit, with faux scales and white plastic claws.

“Yes, this is a big, powerful lizard. This will work perfectly for you!"

Ari wasn't so sure personally: it seemed rather strange. He never thought of himself as a lizard.

But, at the very least, it was a costume.

“Alright, I'll buy it," Ari said, reaching for his wallet.

“No, no need," the old man said, waving his hand. “I've had that for so long, waiting for the perfect person. Just take it, and enjoy your night. I'm sure the young man you have your eyes on will love it."

“Err, thank you?" Ari said, confused.

“Have fun! I'm sure you will!"

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“Hey Ari! You made it! Come on in!"

Ari gave a small smile to Andrew, the owner of the house, and another guy he knew from college. Behind him, the house was dark and noisy. Some plastic jack-o-lanterns on some tables and orange and white Christmas lights provided some illumination, while white clothing worn by some lit up from the blacklight in the living room. There was already a couple dozen people, all dressed up in different costumes, enjoying drinks and snacks, and chatting and laughing over techno music, the bass thumping and making the whole house vibrate and shake.

The host was dressed up in a mock military uniform, complete with big, black army surplus combat boots, a bulky bulletproof vest and a helmet that was a couple sizes too large for his head. An airsoft gun slung over his back and some black makeup smeared under his eyes completed the look.

Ari, on the other hand, was wearing the lizard suit he had gotten from the old man in the store. It was rather… form fitting, to say the least. The green and grey rubber suit with the faux scales covered and embraced every part of him: accented his powerful biceps and thighs, while following the curve of his muscle gut and chest, making everything stand out.

And by everything, that also included his junk: his dick and balls made a rather noticeable bulge which, thankfully, was covered by a loincloth provided by the costume.

There was a mask, glove and slippers provided as well, with white molded plastic showing off long claws on his hands and feet, as well as teeth in the rather sturdy head piece. He hadn't worn them on the way here since the mask, with a curved bird like beak impacted his vision, while the three clawed gloves made it hard to hold a steering wheel. There were also some flexible rubber ridges on his elbows and back which, had the Hork-Bajir been a real creature, would have made them terrifying. The last piece of the costume, which Ari hastily tied on now that he had arrived at the party, was a long tail covered with spiney protrusions that lined up with those on his back.

“Man, that's a pretty slick costume," Andrew said, looking over Ari's choice. “Never thought you were the monster kind of guy though."

“Yeah, I didn't think so either. But the guy I bought it from practically gave it away. So, here I am."

“Hey, not saying it doesn't look cool," Andrew said. “And, well, everyone is full of surprises!"

Ari could only nod, before the host went off, to make sure other people were having a good time. The big lizard-man headed for the makeshift bar, setting off the booze he brought to contribute, and mixed himself a drink to enjoy, then slipped on the mask to begin enjoying the party.

The middle of the living room was turned into a makeshift dance floor, and Ari, his inhibitions loosened by drink and the anonymity of his full body costume, was tearing up the floor. Soon others were joining in, jumping and dancing with the upbeat tunes. The white claws, teeth and eyes of his costume lit up with the black light, which only further accented the features of the tall, bulky lizard.

Occasionally Ari would slip out, grab something to drink from the bar, and then come right back into the dance, barely breaking the stride. He had broken a sweat in the heat of the room, the closely pressed bodies, and his own physical activity, which made the lizard suit increasingly uncomfortable to wear. It itched and rubbed, the sweat and rubber causing a lot of friction, especially around sensitive areas of his body like his nipples, his feet, and his cock, which by now was rock hard and only contained by the suit and hidden by the loincloth.

But Ari didn't really care. He was so lost in the moment and enjoyment that discomforts like that simply didn't bother him. Especially once someone in a black panther costume came up to him, and began dancing right next to him. The costume was a lot more detailed and fancier than his own rubber lizard skin: the fur was soft, the claws sharper, with a long tail and a strangely realistic shaped muzzle and eyes. But the wearer was just as energetic as Ari was, and soon their dancing turned rather dirty, with lots of bumping and grinding, gropes through fur and rubber, both of them getting rather riled up as they danced. Ari could only moan as his dick was aggressively grinded upon by the panther's ass. It felt so… weird. So real.

Finally, Ari couldn't take it anymore. The alcohol, the sensual closeness, his raging libido, all took over. He grabbed the panther tightly and lifted him up, making his dance partner gasp.

“How about we find somewhere more private?" Ari asked, his voice a whisper muffled through the mask, heard under the music and not over it.

“I thought you'd never ask," the equally muffled voice came from the panther mask.

Soon the lizard and panther were off the dance floor and heading up the stairs to one of the bedrooms in the house. It was a stumbling retreat fueled by lust and booze, groping and grinds of two people in increasing need and desire.

Ari pushed open the door and nearly fell into the room as the panther snuck in another grope of Ari's bulge, making him shudder. But he responded by scooping up the smaller panther into his arms, and carrying him to the large master bed, and dropping him down, and began to take off his mask.

The panther let out a giggle as he rolled over to the middle of the bed, and reached up to pull off the well-designed feline head.

When Ari looked up, he froze in place.

It was Malachi!

He had been dancing with his crush all evening?

Malachi, his hair damp and messed up from the hour of dancing, didn't seem to be as surprised to see Ari in the lizard costume.

“Uh… hi?" Ari said, giving an embarrassed smile, rubbing at his own sweat soaked and matted hair on his head. “I… uh… didn't realize you would be here."

Malachi could only laugh. “Well, I was pretty sure it was you. Not many people I know that are as tall and sexy as you."

“Oh, wow. Really?" Ari said.

“What can I say? I like my big guys."

That threw Ari for a momentary loop. His crush was also into him? How likely was that to happen?

But Ari wasn't one to turn such a surprise down, and soon he climbed up onto the bed, nearly totally eclipsing the smaller Malachi. They pushed their lips together, and began a long, deep and passionate kiss.

As they began to make out, feeling up and exploring each other's bodies as their tongues wrestled in their mouths, the light of a full moon shined through the window into the room, bathing both of them in the bright white light.

Then the changes began.

At first, it was minor. The rubber tail with the spikes along the top twitched, then began to move on its own, lifting up and slowly swishing into the air. It began to bend and flex, as if stretching after a long sleep to work out kinks and sore spots.

Further along Ari's body, the rubber suit began to morph and change. The printed scales on the costume lost its sheen, and instead grew rough and hard, with ridges and edges that could be felt to the touch. In a few minutes, the suit had seemingly been merged with his body, turning into actual lizard like scales from his feet to the neck.

The transformation didn't stop there. Ari's legs began to bend and change, taking on a more digitigrade stance, while the slippers that once only simulated three clawed toes were now real, each of the toes with the large white claws flexing independently of the other.

Ari and Malachi finally pulled away from their kiss, panting heavily. Malachi felt over Ari's pecs, squeezing the rounded globes of muscle. “Oh, fuck… you are so big."

The changing lizard could only smirk. “Oh, you haven't seen anything yet."

Ari sat up, reaching down to pull aside his loincloth and pull down the zipper of the costume. While he easily pulled aside the loincloth, he couldn't find the zipper.

But he did feel his cock bounce free, along with his balls swinging low.

“Holy shit," Malachi said, eyes wide. “That… fuck… you are hung like a horse!"

Wait… what happened? Ari thought, as the clawed hand that had been reaching for the zipper now wrapped around his cock, stroking the manhood. Yeah, he knew he was big: eight inches the last time he measured. But wasn't his manhood trapped inside his body? With a pair of boxers between his junk and the rubber? Why was it now hanging free?

Malachi, turning around until he was face to face with the giant cock, didn't notice, or care that Ari was confused and trying to figure out why his junk was hanging outside the costume. Instead, the partially clothed panther wrapped one around the cock, and began stroking it, feeling over the long, thick and veiny length. His other hand reached down to feel up the egg-sized balls, feeling and squeezing the round orbs, making Ari moan as he was man handled.

Then Malachi lowered his lips over the throbbing tip of Ari's cock, and began to kiss and lick, which only made Ari gasp and groan as his sensitive manhood was played with.

“Ahh, ahhh," Ari moaned, his concern about why his dick wasn't inside his costume replaced with the pleasure and sensation of someone else, his cute crush at that, giving him a blowjob. Malachi was amazing at it. He even managed to deep throat all eight inches of his cock! But Malachi's tongue played against every sensitive spot on his cock that Ari knew of, and a few that he wasn't aware of.

“Holy fuck, that's… ahh… I'm so close…"

Malachi perked at that, and began to bob his head up and down over the thick shaft, edging Ari closer and closer…

Ari had been so riled up, so pent up from their dancing and bumping and grinding, that it didn't take long before he blew his load, cumming straight down Malachi's throat, sending thick seed deep into Malachi's stomach.

Malachi managed to take all of it, swallowing every spurt. He pulled off enough to let the last few shots land in his mouth so that he could taste the cum on his tongue. Then, when Ari's cock was simply spasming, and only dribbles came out, Malachi proceeded to lick up and clean up Ari's cock.

Ari sat up, panting heavily. “Wow, that was great."

Malachi grinned. “I'm glad you enjoyed it big guy. I've wanted so much to be able to suck that dick. How the hell do you manage to deal with it?"

“With cute guys like you," Ari replied, before pulling Malachi's face toward his, and started kissing each other again.

But as they made out, it was Malachi's turn to begin to transform, powered by the seed from the already magically morphed, part lizard Ari. This time it started with the fake fur of the fursuit merging with Malachi's skin until they were one and the same. The long feline tail was next, gaining the ability to move and sway by itself, and simply drag on the floor.

Unlike Ari, who had a loincloth to cover his junk, Malachi's cock instead simply poked through the fur of his crotch, until soon his own rather normal five inches was rubbing against Ari's cock, with his balls being covered in the same fur.

It was only when Ari reached down to grope Malachi's butt, and his fingers pushed against a tight tailhole that Malachi realized something was wrong though. He had been wearing sweat and underwear under his suit, and he was sure that Ari hadn't reached up to unzip the suit to reach that low.

But when Ari began to finger his ass, his thick digit pushing against the tight sphincter, Malachi could only moan and arch his back.

Ari pulled away from Malachi's mouth, and lifted up the panther boy's rear, and stuck his mouth and nose between the black furred cheeks, and pushed his tongue in.

Malachi gasped as Ari began to rim him, using his powerful tongue to push in and stretch his ring wider.

The partially transformed panther, looking down to see Malachi's cock bobbing up and down, still rock hard and even leaking pre, and he lowered himself right down to keep sucking again on the cock.

The changes were still continuing for both of them: Malachi's legs changed, his human feet turning into smaller feline toes, the fabricated claws now blending with his regular feet. Ari's tongue began to grow longer and thicker, able to reach deeper and deeper into Malachi's ass.

But the biggest change was between their legs: Both of their cocks began to stretch and grow longer. In a few moments, Ari had grown to a full foot in length, and Malachi not far behind at 10 inches. The lizard man's balls also ballooned larger, now the size of oranges, while the panther's were just a bit smaller. Despite the surge in size, Malachi was more than capable of taking Ari's cock, his mouth and throat stretching and changing to continue to take the thicker and longer manhood.

But the most potent effect of this last change was the amount of testosterone running through their bodies, now driving them onwards to the depths of lust and pleasure again.

Ari pulled Malachi off his cock, and roughly pushed him into the bed, before standing up and pushing his saliva slickened cock against the equally lubricated ass. He grabbed Malachi's ass with one clawed hand, and the tail with another, taking a moment to hotdog his cock between the two buns. But with a grunt and growl, he shoved his pole right into Malachi's ass.

Malachi let out a loud moan as he was speared open, though not from pain, but from sheer ecstasy. He had never taken a cock this big before, but it was like it was second nature to him now.

“Ahhh, fuck… fill me! Gods…" Malachi moaned. The whole dick easily filled his ass, and seemed to crave more.

And more was what it got. With each thrust, Ari's manhood seemed to grow just a big longer, just a bit thicker. Soon with each downward thrust, a bulge appeared in Malachi's gut, before disappearing again when Ari pulled out until only the tip remained inside. Then when he pushed down again, Malachi's stomach bulged just that much more.

“Fuck, you are so tight," Ari grunted, not realizing that it was his steadily growing cock that was keeping his crush's nearly vice-like grip on his cock.

More changes came over their bodies. The green scales from the old costume that only reached to Ari's neck before now began to crawl up over his head. His neck began to lengthen as well, before his nose and mouth pushed outward into a muzzle and beak. Sharp spines pushed out from the hair on his head, lining up with all the other spikes along his back and all the way down his tail. Despite his lizard like appearance, the hair didn't go away. In fact, hair began to sprout along his arms, chest, stomach and legs until he looked more like the bear he had been before.

Ari's transformation also focused on his head: his nose grew outwards and his mouth into a short muzzle, his teeth growing sharp and pointed. His ears also seemed to shift from the side of his head, turning into black furry triangles on the top of his skull.

But now that he had been turned into a full-fledged, anthropomorphic panther, now his body began to change even more. His arms and legs began to thicken, his chest grew larger. Every muscle on Malachi began to expand and grow. The old human Malachi, who had been so physically normal before, was now turning into an athlete, with sinewy muscles that would allow him to throw, run, punch and more. His flat and undefined stomach, despite being momentarily bulged by Ari's growing cock, was getting the first ridges of six pack abs. Even his cock, having already nearly doubled in size, was growing longer, thicker, heavier. Every idle dream of Malachi's to get stronger, fitter, more handsome, were coming true.

Ari could actually feel Malachi changing, his ass growing larger and firmer, into a perfect bubble butt perfectly capable of taking his massive dong.

By now Ari realized that his cock was bigger and thicker: just the fact that it took moments longer to pull his dick out of Malachi's ass, and just a slightly bit more time to push it back in with each thrust would have told him that. He hissed and growled as he could feel his muscles also grow larger and thicker. Each breath and inhale made his chest puff out just a little bit more, then stayed as he exhaled. Every muscle fiber was growing just a tiny bit bigger with each moment, turning Ari into an Olympic sized weightlifter.

As for Malachi, the fact that he could feel Ari pulling on the tail, not simply on a costume, not to mention his thicker muscles and the girth and deepness of Ari's cock also confirmed that they were changing. The panther would have been the model of an ancient Greek sculptor seeking to capture the essence of the gods.

But neither seemed to care. They were so enraptured, so spell bound with their rough and passionate sex, punctuated by the thump-thump-thump of the bed against the wall and the pants, groans, moans, and wet slaps and slurps of Ari's cock sliding into Malachi's ass, that neither cared that it appeared their costumes had taken over their bodies, that they were now bipedal animal people.

In fact, they both were coming to not only accept their changes, but enjoying it. The fact that they were transforming and growing bigger was making them hornier. Ari was pumping his pumped-up cock faster and faster into Malachi's stretchy hole. He was drilling so deep that the panther's guts had to be rearranged with each thrust, cantaloupe sized balls slapping heavily against the abused and battered ass, the fat dick slamming against Malachi's prostrate. But there was no pain, no agony: any soreness was like what one would get after a good run: a bit of stiffness, some aches, but also revitalizing and rejuvenating.

“I'm getting close again," Ari growled, pulling onto Malachi's tail and ass tighter with each slap-slap-slap.

“Ugh, yes… yes! Fill me up! Fill me with your cum!" Malachi begged, nearly delirious from the pleasure.

“Here… I… cum!" Ari bellowed, slamming his hips against Malachi one more time as his toe claws curled and his balls lifted up. Malachi's own twenty-four inches, two feet of manhood spasmed, the baseball sized orbs of his shooting long, thick ropes of cum that soaked his chest and the bed under him, several shots impacting as high up as the panther's face or the pillow he was facedown in.

But Ari's ejaculation was being contained by the panther's ass. And even though he had cum just a few minutes before, he had fully recharged, with many times the amount of semen that he had before. Malachi's stomach began to bulge and grow even more than Ari's cock could have managed. The volume of hot, sticky seed flooded Malachi's stomach, turning the slightly ridged and fit belly into a dome of sloshing fluid, until he looked to be several months pregnant. So much was pumped into the panther's belly that he coughed, white seed gushing out of his mouth as he tried to moan.

Ari's cock slipped out of Malachi's ruined ass, the now over thirty inches of cock still shooting copious amounts of seed all over Malachi's back and ass, coating the bed and everything with his cum.

Malachi rolled over on the bed, begging to be coated in the cum that was still spurting from the cum, feeling over his sloshing gut. As he rubbed over the stunning belly, he could actually feel it deflating, slowly growing smaller and smaller.

And everything on his body growing bigger and bigger.

His muscles bulked up even larger than before: his pecs became mounds to block his view lower, while his biceps pumped up until they were larger than his head. His thighs were so thick that he was forced to stretch his legs in either direction to stay comfortable. The six pack abs that returned when the stomach flattened were now bigger and thicker, like bricks shoved under his fur. His cock surged even larger until he managed to eclipse Ari's size at 36 inches, three feet of meat, which now could fit nicely into the crevice of his own chest. His balls were the size of soccer balls, full and sloshing with even more seed that begged to be released.

Ari's changes were slower, but no less dramatic. He had to be nearly eight feet tall now, and built like a house. The hork-bajir looked like he could lift a car and not break a sweat. Each movement, shuffle, adjustment of his body caused vibrations and thuds that echoed through the house, barely drowned out by the music downstairs.

But it was the sight between his legs that made both Malachi and Ari pause. A second pink bulge was pushing out beside his cock, quickly growing larger and larger until, within moments, he had a second, thirty-inch cock right next to the first. While the first was covered in cum and softening, his newly emerged dick was rock hard and dripping pre, aching to go again.

“Holy fuck," Malachi moaned, looking at the second dick next to the other. “I… I need that in me."

Ari let out a rumbling hiss as he grinned, and pushing the panther down, he lined up his second cock, and rammed it all the way into the already stretched and gaping panther hole.

Now the fucking was even more brutal. The bed frame was starting to crack from the weight of the growing panther and the massive lizard smashing on it. Malachi moaned as his already raw ass was fucked again, lubricated only by the remains of Ari's last load pumped into him.

Ari lifted up the two thick, muscular legs, and pushed both of the feet against his beak, sucking on the toes and licking the broad feline footpaws, making the panther moan and gasp and writhe as his sensitive feet was played with, but unable to break free from the iron grip of the hork-bajir, even as he continued fucking Malachi into the bed.

And the growth continued: Soon Ari could feel his head pushing against the roof of the room. Malachi was nearly seven feet tall, yet his stomach was still bulging and being forced out from the massive shaft being driven into him. If both cocks were growing at the same rate, then he must have been nearly three and a half feet long, and quickly closing in on four, with watermelon sized balls aching, begging to release…

“So… close…" Ari grunted through clenched teeth.

“Fuck… yeah," Malachi moaned. “Fill me again! Make me bigger!"

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Andrew looked around the house, to see most of his invited guests had exhausted themselves from all the dancing and singing, and they were now starting to leave or crashing on couches, chairs or the floor.

“Well, another successful Halloween party," Andrew told himself with a yawn, as he turned off the stereo.

But for some reason, the bass still pounded away, making the whole house shake. He checked the music player, to make sure it wasn't broken, but, nope, it was turned off.

Then why the steady, pounding rhythm?

As Andrew looked around, he realized that he hadn't seen either Ari or Malachi in a while. He looked around, but couldn't find either the big lizard man or the panther fursuit. They hadn't left a while ago without telling him, had they?

“Well, I knew they were gonna fuck tonight anyway," Andrew chuckled, before yawning.

But the pounding was still a question that he needed to answer. He listened for a moment, before realizing it came from upstairs.

“Huh, maybe they are still up there," he said to himself, carefully stepping over the sleeping, drunk and passed out party goers and climbed up the stairs, arriving at the first bedroom. Andrew's bedroom.

“Of course, they had to use mine," Andrew sighed, rolling his eyes.

But something sounded… off. It wasn't just the normal squeaky mattress or the thump of cheap bedframe on the wall. There was… something deep and monstrous going on.

Without a second thought, Andrew flung open the door and stormed in.

And was shot in the face by a huge burst of hot, white, sticky stuff, knocking him off balance, crashing into the door and slamming it closed.

Andrew wiped the viscous goop from his face, and gasped at the sight of a giant lizard man fucking a slightly smaller panther with a massive cock that was nearly the size of Andrew's entire torso.

“A-Ari? Malachi?" Andrew stammered, realizing the two creatures he saw on the bed were his friends, just… transformed. Ari was like nine feet tall, even more muscular than before, and with two massive, five-foot cocks, one deep inside Malachi's ass. The panther had even more drastically changed, turning into seven feet of god-like perfection, with perfectly chiseled muscles and a cock that, while smaller than Ari's was also spewing out a flood of cum.

Ari looked over to see their uninvited guest, even as Malachi's stomach began to bloat from his cock shooting another massive load into his guts. “Oh hey Andy," Ari said, his voice a deep rumble. “Fancy you joining us!"

“I… I… uh…

Ari pulled out of Malachi with a wet slurp, and pointed both of his crotch cannons at Andrew, soaking him head to foot in his seed in an unceasing flood.

“Of course, we have to get you prepared," Ari said, stroking his turgid lengths to coax as much of his cum out as he could.

Andrew sputtered, he gasped, he swallowed, he struggled, but Andrew simply couldn't withstand the force of Ari's dual orgasms, fueled by the massive, knee hanging balls between his legs.

Andrew was stunned by the sheer amount of seed that came from Ari, that when he was roughly picked up by the lizardman, he couldn't fight back. When Ari forced his muzzle against Andrew's face in a cum accented kiss, the human didn't resist.

But the changes were already starting on Andrew. His body began to bulk up and enlarge, the military uniform that had hung off his body now began to fit snuggly. His arms doubled in size, his chest puffed out, his legs bulged out. The bulletproof suit and combat boots that once were several sizes too big now were almost too tight.

The potency of Ari's cum now that he had fully transformed and hulked out meant that Andrew's change was much quicker than either Air's or Malachi's. And even though he wasn't wearing an animal costume, brown and black fur began to appear on the exposed parts of his arms and face. A muzzle stretched out from his face, more easily interlocking with Ari's, taking on a distinctively canine appearance.

But his body was still growing, and soon the buckles and seams designed to withstand use with the armed forces began to break and tear and snap. His underclothes were the first to go, ripping apart as his muscles outgrew them, exposing more and more of his skin that was being turned into fur, covering rippling biceps and tree-trunk thick legs. His fingernails were replaced with claws, while a long, thick furry tail pushed out between his shirt and pants, wagging excitedly as he was turned into a German shepherd.

Malachi, his second cum fueled growth spurt concluding, climbed off the bed and snuck behind Andrew. Using his sharp claws to tear off the military costume that was restraining him, Malachi exposed the German shepherd's body to the air. He took quick advantage of his friend's nude state, grabbing hold of Andrew's legs and lifting him up, rubbing his fat, thick cock between the muscular bubble butt cheeks. Pre was gushing from the tip of Malachi's cock, soaking the fur on Andrew's back as the horny feline continued to grind his manhood.

Ari and Andrew pulled away from their kiss, and Andrew grabbed hold of one of Ari's two five foot long cocks, so wide that he could just barely wrap both of his arms around the shaft, and began lapping at the fountain of pre and cum that was gushing out from the tip, drinking and swallowing the nectar of the god like lizard.

The three moaning animal people could barely use words in the throes of passion and growth and transformation. It was only when Malachi's cock slipped into Andrew's ass that the muscular German shepherd let out a howl of ecstasy, muffled only by the fat lizard dong in his face. He was then fucked with abandon, Malachi finally getting a chance to bury his bone into the canine's ass.

It only took a few massive thrusts, each one stretching and bulging Andrew's gut and crashing against the canine's g-spot, before Malachi's basketball sized testes unleashed their load. The panther let out a roar of dominance and power and lust, as his pipe quickly bloated the German shepherd's gut, and filling him with an ungodly amount of cum.

But that cum was just as quickly absorbed, making his muscles grow even larger and thicker, his cock orgasming and growing several inches with each shot of his own seed, the balls bloating larger and larger until they were hanging low and heavy, still producing as much cum as they could.

Now that the German shepherd had been properly stretched, Andrew pulled away from the cock he had been sucking on, and mounted it Even though Malachi was bigger than any cock or dildo that ever existed, Andrew felt his anal ring stretch even wider to accommodate the lizard's mammoth manhood. But he just as eagerly began to bounce up and down the huge cock.

Malachi pulled out, letting his fat cock flop out of Andrew's stretched and gaping ass, a torrent of cat seed pouring out. But the panther wasn't ready to stop yet: his already well used ass was aching to be filled again, and soon he pushed Ari down to the floor, making the floor crack and the whole house shake, before mounting the hork-bajir's free cock, and pumping himself up and down over the thick girth, so big now that it forced his stomach to bulge outwards several feet.

The sensation of both of his manhood's being fucked at the same time was almost too much for Ari, yet he didn't quite cum yet. He growled and snarled and hissed as he was used as a fuck toy by the two hungry and greedy bottoms, begging to be filled by the giant lizard's cock and spunk.

Ari's pecs, already massive and heavy, began to feel even heavier. Absentmindedly, a hand reached up to grab and squeeze his nipple, bigger than a shot glass. He was instantly rewarded with a shot of milk shooting from his teat, his pecs somehow now capable to producing the white fluid.

Both Andrew and Malachi bent forward and latched onto each nipple, licking and sucking the male milk from the source, moaning and mewling and panting around the thick nipples that would have nearly been the size of a normal person's cock at this point of their growth and transformation.

It was that duel sensation, of his penis' being squeezed tight, and his chest groped and milked, that finally made Ari cum again, turning both the panther and the German shepherd into bloated furry condoms, struggling to take in all of his cum from behind, and the torrent of high-pressure milk from his tits. But even the insatiable and stretchy Malachi and Andrew couldn't take his new massive load, and gallons of his seed gushed around his twin peaks covered by the valleys of muscle and lust on each, and quickly pooled out below.

The panther and German shepherd reached orgasm as they were filled, shooting their loads through their own cocks that would have put any porn star to shame. But they were tiny compared to the dual dicks that were on Ari's groin that bloated their stomachs and turned them into round balloons of cum. First Andrew rolled over and slipped off, letting Ari's cock bounce up and shoot several still powerful shots of cum straight into the air, splattering on the ceiling and raining down on the three. Malachi, his legs weak and ass aching from the long stretch, finally managed to pull himself off with a wet slurp, the bounty from Ari gushing out and adding a tidal wave to the lake of semen that filled the room. By now, Malachi had reached the peak of his growth, and the cum just poured uselessly from his stretched backside onto the lake the room was turning into.

Andrew, despite this massive introductions to the greatness of anal sex, wasn't satisfied yet. He rolled over onto his slowly shrinking cum gut that was fueling his last and greatest muscle growth spurt and lifted his tail, showing off his stretched and ruined man pussy.

“Fuck… that was amazing…" Andrew moaned, reaching behind and grabbing one cheek to show off just how wide he had been stretched after his first go. “But… fuck… I need more…"

Malachi and Ari instantly got the idea, and lined up: The panther pushed his thick manhood, and the hork-bajir lined up one of his dicks against the gaping ass, and pressed in, making Andrew howl so loud that pictures rattled on the wall. But despite the tightness and the pressure, both of the giant dicks easily pushed their way into the canine's hole, easily double penetrating Andrew's ass.

The feeling of having two massive cocks inside him made Andrew cum again almost instantly, while the back and forth friction of the panther and lizard dicks edged both of them toward their next orgasm as the slid and grinded against each other back and forth until they soon fell into a rhythm, thrusting in and out in sync, stretching the dog's cum soaked hole even wider and wider…

Then Ari grabbed his other, exposed cock, and squeeze it in.

All three of them howled as Andrew was stretched to an absurdly gargantuan degree, as wide as his own torso, as he wasn't just double penetrated, but triple penetrated by the largest cocks that ever existed.

It was the ultimate climax, the largest orgasm that either Ari or Malachi had yet. The hork-bajir's twin dicks, along with Malachi's mammoth feline cock, each shooting dozens of gallons of seed by the second, churned out at an impossible rate by cum factories each had, and bloating Andrew's stomach even bigger than before, until soon he was little more than a waterbed.

Then, just like that, it was over.

The climaxes ceased, and all three fell over into a drunken, lusty stupor. Three cocks slipped from Andrew's cavernous hole, and the backwash of seed coated Ari and Malachi in their combined output.

The three, their lusts finally sated, panting and breathing heavily leaned against each other, their massive cocks finally softening and flopping on cum soaked fur and scales. Ari's nipples dribbled milk still, a small rivulet of white running over craggy green scales and down to the floor. Andrew's full, sloshing stomach slowly deflated, though their growth had stopped: now it just pooled on the floor with all the other cum.

“Well, that… was fun," Ari moaned, wrapping his massive arms around the two.

Andrew let out a tired moan, before falling asleep, snoring heavily, his head resting on the bloated, milk filled chest of Ari.

Malachi could only give a tired giggle. “So, was this part of your grand plan to get me to like you? Turn into a giant, dual dicked lizard, and fuck me into turning into a muscle bound balck cat?"

Ari looked down to his crush, giving a tired smile. “Did it work?"

Malachi giggled, curling up into Ari's arms. “Oh, fuck yeah, it did."

Ari chuckled, before leaning his head back. Sure, he had a football game tomorrow to worry about, but honestly, he wasn't that worried about it now. He'd worry about being a nine-foot-tall giant lizard man with two dicks then.

<> <> <>

The horn blared, and the audience went wild: the home team won! It was a close battle, coming down to the final seconds, but the amazing performance brought on by Ari turned the tide and got them this much needed win.

Of course, everyone wondered why the normally 6'2" Ari was now closer to 7 feet tall, and put on a hundred pounds of muscle in just a single night. But all the drug tests came back negative, so he was allowed to take the field, and clinch the victory.

After the post-game celebration, Ari was the last one in the locker room, showering alone. It was pretty necessary now that he had two fat, foot long dicks to worry about.

“I guess I'll take what I can get," Ari muttered, soaping up over his thick, hairy belly and under his hefty ball sack. “I'm really going to need to get a new jock or something."

“Or maybe you just need a hand with it," a sweet voice said from the edge of the shower room.

Ari spun around, to see Malachi leaning against the wall. He was a few inches taller as well, and had put on some muscle as well. Now he looked more like a swimmer, with powerful legs and arms and a six pack for abs. And it was all on sight right now thanks to the small speedo he wore, though it did nothing to hide the ten inch cock inside.

The football player chuckled. “You could have waited till we got back to our dorm, right?"

Malachi came sauntering up, sliding into the water stream with Ari, reaching out and grabbing both of Ari's cocks and rubbing them. “Yeah, but Andrew is still grumbling about the mess we made. So maybe we should have some fun where it's easier to clean up."

Ari grinned, as he felt his body begin to ripple, green scales emerging from under his skin. “I thought the mess was the fun part."

“The prove it," Malachi said, a black furred tail curling around his leg.

The two embraced in a passionate kiss, and prepared to share their Halloween present.