An Orc From The Balls Out

Story by GarifthNebula on SoFurry

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It has been a while, I imagine you can guess what has been keeping my anxiety busy! I’m much better now, so it's time for some good, old fashioned, Dungeons & Dragons style fantasy smut!

Contains: Transformation, Tons of Gay Orc Cum, a Bit of Violent Orc Sex, and All the Daily Vitamins, Minerals, and Protein a Human Needs to Grow Big and Strong.


A black cloaked human wasn't something that really stood out in a place like this. A seedy old tavern with a floor as wavy as the ocean; worn so far that it was not but a few hairs away from being dirt. A few old magelight torches with hardly a flicker of life left in them, and a few patrons with weary faces and sharp eyes. Nothing looked too out of the ordinary, which was good for the cloaked man who sat in the corner. A closer inspection might have someone see that this patron didn't share quite so sharp an eye, nor did he share that haggard look of experience. But tonight, it didn't look like anyone was paying any particular notice.

The human quietly drank some of the stale, flavorless ale and kept his head down. He silently ran through what he was going to say in his head, imagining scenarios of being called out, and what he might say or do. It wasn't like people asked many questions in these sorts of exchanges, but anything might give the black cloaked figure away as someone very different from who he seemed.

In complete silence, he slowly drank the boring pint, reluctant to have to go and get another. That might mean making himself a touch more noticeable in the increasingly busy tavern. On one hand it was good, that busy atmosphere meant he was another face in the crowd, but on the other…

“Taken?" A hearty voice spoke. The human expected his guest, furrowing his brow slightly as he looked up. Instead of a face to meet him however, his eyes came across a set of huge green abs, matte black hair thick under the belly button and spreading out to a light coat over the wide and defined light green stomach. The man raised his eyes further to the huge boulders of pectorals, dark green nipples surrounded by a great forest of more of the matte hair that covered any of the exposed green beast. The great jaw with its thick beard almost obscured the corded muscular neck, but it was wide enough to still be clearly seen. The ears were pointed, two tarnished metal rings in the pierced ears. The human could not avoid eye contact at this point, seeing the very dark eyes set deep into the orc's strong brow.

Whatever inner fortitude the human had drained from his face, revealing the youthful inexperience within.

“Huh?" He said stupidly.

“Anyone else sitting here?" The orc said. The voice was baritone, with a clear annunciation that made it seem even more powerful. However as the orc looked into the eyes of the cloaked human, there was a clear bit of humor in the voice.

Have I already been found out? He wondered. Did I already blow it?

“Uh, no." The exact wrong answer, the human realized a second too late as the sounds came from his mouth. He had been so preoccupied with his imaginary conversations he forgot to actually give a sensible response. This clearly wasn't the person he was waiting for, he had fucked the whole thing up in a matter of seconds.

With an accepting grunt, the great orc pulled one of the large chairs from the table and sat on it, the great creek coming from it a clear indication of the mass of the creature. Even sitting down, the human had to look up to meet eyes with the creature, and the wide set of the orc made the once empty table look very much full. The orc didn't seem to have any weapons on him, except of course those huge boulders of arms. The man had been too busy looking at that bare green chest to see much else of what the orc was wearing, but such light attire made him seem so confident. That was in stark contrast to the overdressed worry the human presented.

The cloaked man realized he was staring, in fact he realized he was still staring at him with his exposed, inexperienced eyes. It was too late now to return to his false hardened look, he could already tell that the orc had his true self exposed.

With that same voice, heavy in sound, but light in intonation, he asked, “what's your name?"

There was no point in pretending at this point, but perhaps he could simply get the orc to leave before his guest arrived… “Mats is my name, what about you?"

The orc gave a smile, showing off his off white, shorter tusks. The '5 o'clock' shadow on his large upper lip contrasted with his rich full beard. “Fehr." With that, the orc gave the human a look over, as if giving him his name had given the orc permission to study the human in full.

While he was dressed like any other vagabond who might frequent a tavern like this, the shine on his boots and the clean cut of his cloak gave away his inexperience just as much as his face. The quizzical orc could not help but ask.

“So, what's up Mats?" The orc's voice had a nice rhythm to it that was easy and casual. Mats now wondered if the orc had simply sat down for a chat, or if there was something else. It was a simple enough question, but Mats knew how exposing it was. The deep eyes of the orc saw right through him, he could lie, sure, but he knew that the orc would know. He guessed he might as well be truthful.

“I'm waiting for someone, I'm… Sorry I invited you to sit, the person I'm waiting for will be here soon, and I'll want a private conversation with them." He didn't try to mask his voice any, hoping that friendly tone the orc had would be matched by an equally friendly response.

Fehr leaned in close to the hooded human, showing off the light sheen of sweat on his face, and the musky… Manly smell of his body. “They expect to find a dark cloaked wanderer, or you?" A broad smile came over his face.

“They… I… the second one," Mats knew the orc had him read like a book.

The orc let out a deep chuckle, leaning back in his chair and showing off that massive unclothed upper body again. Seeing how good this guy was at reading the human, Mats hoped that the orc hadn't noticed the red in his cheeks, or the erection welling up in his pants.

“Let me give you a pointer or two, first lose the hood."

Mats didn't particularly want to, but he knew not to deny a request from someone built like a rockslide. He pulled back the black fabric and gave his hair a gentle ruffle. Fehr could now get a good look at the human's face. He had a light sandy brown complexion, with messy black hair that was very shiny, a contrast to the orc's own matte black. Unlike Fehrs thick full beard, Mat's light facial hair was spotty and seemed to stick out in every direction. It made him look younger than he was, Fehr could see why the human chose to wear the hood.

“Hmm, let's try this," with a surprising bit of finesse for such large meaty fingers, the orc unlatched the bronze clasp from the front of the cloak. The simple dark shirt underneath was just as clean as the rest of him. Mats watched as Fehr took the cloak and rubbed the side of his large leather boots with it like it was an old rag. Mats was about to say something, but worried someone might overhear. As Fehr looked back to the human, he gave a chuckle at the sour face looking back. “Try it on. Hey it's just dirt, never hurt nobody."

He did as the orc asked, reclasping the cloak over him and pulling the hood up. Although he could not see it, he realized at this point that he did look a bit overly clean for a mysterious traveler.

“Better," Fehr said, “but I think you still need some… Oomph!" The orc raised his massive fists to accentuate himself. The huge muscles in his arms tensed and showed off those corded masses of meat and veins and tendons. Mats bit his lip trying not to moan a little, god this guy was straight out of his dreams.

It reminded the human of why he was here. What he had bought these silly traveling clothes for, and why he had planned to meet at this shady little place so far from his cozy home…

Mats was bumped from his thoughts as Fehr scooted next to him. “I'll be that oomph for you if you'd like, guy." Another chuckle straight from the chest, deep and hearty.

It would be good to have someone else here, Mats thought. I had thought of buying a bodyguard, but I thought it might be a bit much…

“How much are you charging?" Mats asked almost automatically.

Another laugh, this time full and boisterous. “No charge! I like you human, you're cute."

At this point Mats went red as a beet. Maybe he could tell how turned on he was! Oh shit, Mats didn't know how to respond.

But even if he wanted to, he didn't have a second to do so. His eyes caught a bespecticalled human with slick white-blonde hair, looking around. Mats put on as best a face as he could, waiting for those eyes behind the round glass to meet his, a wave of his hand a signal they had agreed on.

Fehr noticed the dark grey and blue clothed human, and put on a neutral face of his own. The sharp featured man with his neat cut hair and leather covered wooden case was quite a standout from the other clientele, but his eyes were just the same, like an eagle ready to swoop in for a kill.

“I had expected someone a bit more… Inconspicuous," the slightly nasal voice spoke. For a moment, Mats worried he was talking about him, but he realized he was addressing Fehr.

“You'd be surprised," Fehr spoke with a tone like bedrock.

The eagle-eyed man looked both figures over carefully. Luckily Fehr had been right, the huge orc drew the man's eye far more than Mats, who blended into the dark, dirty background far better with his soiled cloak.

He placed the small case on the table, opening it to the two for inspection. Inside was a dark brown-black bottle with a clean black wax seal on the top. It was cushioned on all sides by a dark grey wool-like material. Mats and Fehr looked it over carefully, Mats able to tell by his best estimation that this was genuine, and Fehr trying to remember if he had seen something like this before.

After his look, Mats reached into a small leather pouch sitting next to him, pulling out two paper covered rectangular blocks, each about the size of a pack of royal-suit playing cards. On top, Mats placed the signet ring from his finger. The sharp man pressed his glasses to his grey eyes and took the ring and one of the paper wrapped blocks. He inspected the ring, with its silver band and dark obsidian-like signet, placing it to one side while he looked at the block. He tore the corner of the paper, showing off a swirl of bright metallic orange and burnished steely silver. He did not give another word as he took the other sharp-edged block, sliding the ring back to Mats quietly, before closing the case and leaving it on the table.

Time seemed to drag on forever as Mats watched the man slip past the other patrons and out the door.

The human held his breath for a few seconds even after the man had gone, before releasing all the tension in his body. The stiff human slumped in his chair, and for a second was completely at ease.

“Hmmm…" A deep rumble could be heard. Mats once again stiffened up as he saw Fehr holding the case open and looking at the bottle within. Mats let out an unintended squeak, before covering his mouth with one hand. Fehr looked over at the embarrassed and worried human. “Sorry," the orc gave an apology and gently set down the case. The orc looked at Mats with questioning eyes.

On one hand, Mats wanted to say as little as possible, leave the tavern and run as fast as he could. But the orc had been such a great help to him, and he was so… nice. The ideas that Mats had were a bit out of the way of his original plans, but they seemed, at the moment, even better than what he had imagined. He knew that he should go with it, so he took a deep breath.

“I could tell you maybe…. Somewhere private? I was going to get out of here and head to a quiet spot I like in the woods. We could hop over there and talk about it, if you like." Mats had never really been a bold person… Not yet. But this was the first step, and it was time to take it.

The orc gave a toothy smile. “Very nice, I hope it's as private as you say."

And without another word spoken by the two, they were off. Neither realizing how much they were in for that night.


Mats was a bit upset that as they walked, he was not behind the great orc. He wished to gaze upon that expansive hairy back, with the large slabs of muscles gliding underneath the skin as green as the leafy trees they were passing. But the human knew it would not be long now, and he knew just how much of the orc he was going to get to see tonight.

Fehr rarely got to enjoy pleasant company for very long, being a wanderer who took no satchel and stayed in no place for long. Now that they were deeper into the woods, he thought it a good time to ask some questions.

“Ready to explain that strange little trade back there?"

Mats turned back to the orc, a small smile on his face, but a whisper of sadness in his eyes as well. “My Grandfather passed on some weeks ago. He was always someone my father had issues with, never wanting to let me know him; so like any child, I wanted to know him even more. Throughout my life we had grown pretty close, so I knew that he kept secrets from me. When he passed, I found a package had been left to me. All that was in there was those ingots, a few other trinkets, and this."

Mats slipped the signet ring from his finger and handed it to the orc, placing it gently in his large palm. Fehr eyed it over. It took a second due to the darkness of the stone, but with a shimmer of light through one of the trees, the design became clear.

A member of the Traces huh, a thief of that status is rare to come to an age where he might be called “Grandfather." Fehr thought. “I would warn you of having something like this, but you know that."

Mats held out his hand, and Fehr dropped it into his palm. “I think in the end, he wanted to let me know, but didn't want to see my reaction. If I'd hate him or love him still. I can't say I've fully soaked it all in, but I guess he wouldn't really want to know what I'd use it for, so in that we're equal."

Fehr gave a glance at the case, “so what did you use it for?"

“To get something I couldn't otherwise. Other than that, this ring means nothing to me. I knew him for who he was to me, not who he was to anyone else." Mats took the ring and gave it a meager throw into a small, muddy little creek.

Fehr nodded, knowing that trading upon such things was either very smart, or very foolish, and either way, very interesting; and to a risk loving traveler like himself, a very big turn on.

“Here we are," Mats continued on, shrugging the mixed emotions off his back for a moment. “This is my spot." The little glade was not so different from the woods that surrounded it, it was not some garden situated secretly, as Fehr had imagined, but just a small and quiet little patch. The only thing that had any impression really was the large and twisted old tree that Mats was gesturing to. It was wonderfully gnarled, as if ten trees had grown together and become one. The trunk was thick, and grew high into the air before splitting like so many vines into the branches that made up an umbrella-like canopy. While on an average walk, one might hardly notice it beyond the other trees that surrounded the two, Fehr knew that its importance was a personal one, and respected the quiet importance it held to the human.

While the orc was busy looking at the surroundings, Mats went to the old tree and looked for the familiar divits in the trunk he had used since he was young as footholes. A few feet in the air, he saw the half hidden hole in the side of the trunk. Reaching in, he felt a slick piece of fabric with his fingertips. Without being able to see, he grabbed for the cloth and the lumpy contents under it. Seeing the human with his arm buried in the tree and a slight smile under the human's patchy beard, Fehr got the hint that there was something hidden within the trunk of the wide old tree. Mats pulled the old travellers pack out of the hole with a bit of force, the pack a bit too large for the smooth hole it was being pulled out of; Mats thinking how appropriate the visual was for Mats plans for the night.

Fehr saw the pack, an oil cloth draped over it that Mats returned to the trunk of the tree. It didn't look too weathered for where it had been held.

“I kept some camping supplies here for this," Mats explained.

“A potion and a night under the stars with an orc?" Fehr raised an amused eyebrow.

Mats gave a small knowing look. “Not exactly, I just needed somewhere… Private." Already the human was feeling more confident just knowing what potion he had with him.

Mats had grown up in a rather small village. His father had been a traveling handyman, fixing tools and sharpening blades and earning enough to have a cozy retirement early in life. Mats didn't have many memories of traveling in his very young years, but had many memories of the place his father had chosen to retire to. The place was but a day away from the ruins of an ancient dwarven city, and the ripples from the mostly-extinct dwarven people still showed themselves in those who lived in the small village. Descendants of half-dwarves, it seemed that old blood still ran strong; the humans of the village were almost as thick set as the orc Mats was traveling with now. Just as wide set as the old dwarves were said to be, but with a man's height, everyone in that village towered over Mats and his father. The small human had no choice but to admire the men and women of that village, being so sheltered by his father, learning nothing in his youth but how to refit worn wooden handles and sharpen sickles.

He wanted to be like that, thick, muscular, hairy, but he knew it was not to be with his born attributes. Transformative magics were far out of reach for Mats, far, far out of reach. But of course, not so out of reach for a member or messenger of the Traces thieves guild, with bundles of ishellac metal so pure an untrained eye would think it was fake. For someone like that, arrangements could be made.

Fehr stretched out his thick arms, those deep hairy pits showing themselves off in the shadowed light of the old tree. “Well, whatever reasons you have, perhaps we could discuss them after we get to know each other a bit." He reached down, slipping off one of those leather boots. It was a worn and light thing, barely separating the green meaty foot from the earth. He threw it to one side, and Mats realized he wasn't just getting “comfortable," he was getting ready to, uhm, get to know Mats better…

And the human wondered what god had smiled on him today.


Mats laid out his bedding loosely on the forest floor, throwing the very large set of extra clothes he had packed as well for this occasion. He really hadn't expected company, but fucking an orc was certainly a welcome extra to a day he had anticipated for months. Fehr showed his simple clothes no respect as he threw the pair of pants into a bush. The completely nude orc looked so comfortable in his skin that Mats had full view, and what a gorgeous sight he was treated to.

Fehr was as muscled as any creature Mats had ever seen, but not in such a way that it felt unnatural. He had enough fat under his skin to complement those muscles, not a touch of artificiality. That same measure of nature that had attracted him to those men with dwarven blood from his childhood village.

Mats thought of nothing but the orc in front of his eyes as he slowly removed his fresh black clothes he had bought last month, but hadn't worn until today. The boots were not broken in, and the pants felt a bit too tight, so removing them was almost instinctual as his senses never faltered from the orc. The human had always been self conscious, as he removed his clothes, his slightly pudgy stomach and undefined arms made him feel so small compared to the orc. But Fehr's eyes held to Mat's, as if to say that that didn't matter right now.

If only he knew how little it would matter soon… Mats thought, eyes wandering for just a moment to look at the leather case close by.

A huff came from the orc as he approached Mats. His thick dick coming to life. The orc's cock was like one of the thick branches of the tree above them. The great green veins pumping great orc blood through the fat member, making it swell slightly with every beat of his heart. The head peaked slightly from the wrinkled foreskin, a deep purple-grey. The smell was deep, rich, and masculine. No manlier smell had ever hit Mat's nose, and he savored the warm and meaty musk with deep lungful after lungful. At its base, light hairs thickened into a matte unkempt forest, spreading in every direction to cover the orc in that beautiful hirsute coat. Mats took both hands, gently feeling that wet heat coming off of the veiny god of a cock before him. It was so beautiful to his eyes, everything he admired condesed into a fat green fuck organ.

Mats fell to his knees, the orc having to squat slightly to bring that dick to proper alignment with the needy human mouth. With no hesitation, the human grabbed the turgid member, the skin was so thick, and he could feel the prominent veins press in with his grip. The skin was almost rubbery, bouncy even. He held his grip, having to use both hands to be able to encircle the green beast. He pressed those hands towards the forest of hair at Fehr's groin, feeling the rubbery skin come along for the ride, wrinkling in his grasp. The thick head of the cock came into clear view, and a wave of that wonderful orcish musk came over Mat's nose. The beast was perfectly clean, and that made the strength of his musk even more impressive.

Mat's watched with a wide eyed gaze as the orc's great hairy sack pulled up from where it hung against his thighs and tightened against his groin, the normally loose skin becoming slightly wrinkled as it pulled those two perfectly spherical navel-orange sized cum-makers into position. Mats removed one of his hands from the cock, feeling the muddy heat wick off from his palm, wishing to be touching a hot orc dick once again. Instead he put his hand under the hairy nutsack and waited for it to relax once more. As it did, one of those great and heavy balls sat in his palm, Mats unable to fit both into his hand. The weight was befitting the size, dense and meaty. He gave it a gentle squeeze and heard a grunt from the orc; Mats didn't look away from the great cock and balls to see his face.

Those affixed eyes instead saw that great cock give a hearty, meaty pulse, swelling a bit before relaxing again. The tip oozed a great drip of pre, it was like a bead of water to an ant, the liquid bulging out before dripping down the head of the cock and into the wrinkled foreskin. Mats hadn't even realized he had been slowly jerking the orc, lazily pushing and pulling the loose cock skin back and forth, feeling the ridge of the cockhead in his grip beneath the rubbery skin.

The air around the dick was thick, like a fog of manhood surrounded Mats and dug into his senses. His slightly dry lips and itchy gums reminded him how thirsty he was, he had planned on quenching his thirst on the magical brew not a few feet away, but right now he knew he could not resist that thick muddy slime reflecting off the green and grey flesh of that orchood. Mats mind was as fogged as any of his other senses, and he could think of nothing else but how much thick white batter those big balls had in store for his hungry belly.

Mats massaged the ridge of the cockhead under the foreskin as he placed his lips to the cum slit. With a gentle kiss, Mats mouth was filled with the salty pre, which coated the taste buds. Even so, the masculine flavor of orc cock still shone through. The human curled his lips into an O and covered the leaky cock slit, letting the gentle flow of pre drizzle right into his mouth. He gave a gentle suckle, closing his eyes and squeezing the cockhead gently to ease out another pulse of precum. His nose was filled with the wet musk of orc, and his senses were so full it was like he was underwater.For a moment he wanted to pull away and take a breath of the fresh forest air, but he was far too addicted to try.

The orc waited patiently, the urge to fuck that soft human throat sending chilling pleasure down his spine. But the gentle action of the human's eager lips churned his balls and made Fehr certain he would be pumping out at least one extra fat load, if not several. He grabbed the humans shoulder with his hand, feeling the muscle and bone under his fingers. He did not know of Mat's hunger for a thicker, heartier body, but perhaps he could sense it on him. The way that Mats worshiped his cock, rubbing his other hand up and down the grain of the hair on his thick thigh. All of it told a story, clear as a scar on the flesh. Fehr had never had such a desire in a bedmate, sure others had run their hands along his Boar-God given body with admiration and hunger, but never with such soft and deep desire as this.

It made the orc's balls swell with pride.

That pride could almost be tasted. Mats tried to fill more of his mouth with orchood, feeling his jaw ache as he finally slipped the head of the beast into his mouth. It was like a well forged arrowhead, keeping Mats from backing out of the dick-sucking. Drizzles of pre became pulses, a bit more flavor coming through as the orc's body churned out more and more of the juice in preparation of what was to come. Mats used his tongue to explore the meaty foreskin of the orc, spreading the slippery pre over the entire cockhead and getting more of its flavor in return. He tried to breath through his nose. Every pulse of precum was getting thicker and thicker.

Fehr could no longer deny his body completely. He gave a few growls and cries of deep baritone. He jut his hips forward, if he only had his hand on the back of his head he would feel that throat grip his cock… But he controled himself, he felt there would be time for a good rough fucking later. Even so, Mats slapped that iron muscled thigh and gave a grunt as he continued to please the orc. The great body so much more powerful. Mats wondered if even as a reborn half-dwarven beast of a man if he could hope to compete.

Fehr widened his stance more, giving his balls room as they heated up with their effort. He stiffened his muscled stomach and ass while his body gave all effort to loose his seed. His large toes dug into the grass, and sweat built on his brow. Finally, his internal pipes opened themselves, and an overflow of searing hot cum rushed to fill the human at the spout.

Fehr almost gave a bark as he cried out, a sharp gush of white seed filling Mats cheeks and spraying from his mouth to coat the green skin in a whitewash. Mats could hardly swallow the thick gunk as the stream of cum grew even stronger. The head of the cock popped out of his mouth as another fat rope slammed into his face and open mouth. Mats had luckily avoided choking on the spray of jizz, and used the opportunity to swallow as much as he could, holding his mouth open like a true slut to catch the next hard spray of orc, then gulping as much as he was able before the next. For eight eternally long spurts, ropes of hot cum spewed all over his face, dripping down his neck and body, stinging his eyes and nose and running hot and gooey all over his skin.

Mats had not known how strong orc cum might be! It was almost spicy in his mouth, and tingled his skin. He breathed heavily as he looked up at the orc, feeling like a total slut, and loving every moment of it. Mats could only hope he could make someone feel the way he did now. There might be no better feeling in the world, besides being the one to have done it. To be looking like the orc did now, smug and satisfied at a man drunk on cum that he might have simply spilled over the grass on the walk to the next town. To be looked at like a god of sex, it was quite a turn on to the orc, his balls already churning the next batch of jizz for the human.

The orc licked his lips. A good sucking like that usually left him empty, but such an eager and somewhat mysterious slut was something, his fat nuts must have decided, deserved another turn. He took his large hand and gave his cock a squeeze as he cleaned the excess cum from his thick dick and flicked the cooling slime into the forest. He could have the human clean him, but he would much rather see his dick and the human coated with a sheen of white.

There was a desire in the human to keep going and get completely fucked by an orc, but with his own cock begging for a bit of attention, Mats imagined how much more fun this could be. Images of being turned into a great beast himself… While having sex with a great beast. Well, that was something he would never get to experience again after this day! He didn't want to end up tiring out, he wanted as thick a load as what he had just gotten. I wonder if anyone has ever orgasmed while turning from a potion, perhaps I will be the first, he thought.

With that his mind was made up.

“Almost forgot what I came here to do." Mats hoped he had room for a swig of the potion. Not too far away, the leather case sat closed, a bit of cum having slung onto it during the excitement. Mats crawled over to the case. Mats mind was still very drunk with sex.

Somewhere in the back of his mind, Mats thought that something seemed just a bit off. Like he had forgotten something. But he had his supplies for the night, the potion… That was it right? Mats eyes were softly looking into the distance, and neither at the orc nor the bottle in his hand as he peeled off the wax seal on the bottle of potion. Fehr had a bit of apprehension about the wayward look in the human's eyes as he did so. It just seemed so separated from the intense look he gave it before in the pub. Fehr wasn't surprised a fat jet of cum had fogged his mind a little, but a potion that needed that signet ring to get was obviously not something to be toyed with.

Fehr opened his mouth, about to say something as Mats firmly grabbed the exposed bit of cork on the bottle. “Seems a strange circumstance to be taking such a rare thing eh?" The cork gave a pop at the same time as the question, and Mats already only half heard that over his own thoughts.

“I think both of us will like this." Mats said, not really answering the question, yet not giving Fehr any cause for alarm. The smell was nothing to the human, the scent of musk and man still in his lungs, and as he tilted his head back and let the fluid slip over his lips, he tasted nothing but the aftertaste of orc…

Except perhaps a bit stronger.

In fact, the tasteless fluid seemed only to strengthen the flavor of Fehr. That flavor filled his mouth once more, just as potent as the first spray he got, if not more! It made his tongue a little numb. His stomach gave a bit of a churn.

It's probably all that cum in there with it… Mats thought. A strong warmth filled his stomach, and Mats stood for the orc to see. The human hoped he would be impressed by-

“OOOPFH!" Like he had pinched a nerve, there was a sudden electric feeling straight to Mats balls. It knocked his knees together, and the human almost went down. Fehr stopped, looking at the human as if he was about to say something.

“Don't worry, I think this is supposed to happen," Mats said. The numbness in his mouth was the exact opposite in his genitals. They felt extremely sensitive. Mats pulled his knees apart and stood with a wide stance to avoid touching the very over sensitive nuts. Mats was greeted with a wonderful sight, and an even better sensation. The human watched as his balls began to slowly swell, like a slow drip was feeding each tender testicle. Fehr watched the ballsack fill up with two distinct orbs, stretching the skin.

All that for a potion like this? The orc wondered, not realizing how much was about to change. Then again, neither was Mats.

“Ow… Damn…." Mats scrotum was pretty damn full at this point. His cock was resting half hard on top of them like a sausage over two ripe plums. Mats breathing grew a little harder as sweat began to drip down his forehead. He knew his balls would grow pretty big, but bells they grew fast! “Holy shit," That ballsack maintained its tightness as those orbs just kept growing.

“AhhhhAA!" Mats felt a hot wave of burning pleasure build up in his balls like a molten core of iron. They just kept fucking growing! He stomped his foot and grit his teeth as he tried not to moan in a mix of pleasure and discomfort.

No longer plums, these fuckers rivaled Fehr in sheer size! And they were getting bigger, and bigger. And they were no longer a healthy light brown, the skin looked a little…

Sickly

A little green.

No, not just a little green, the skin was clearly taking on a shade less sick and more… Orc!

“Oh fuck, Ohh Fuck." Mats grabbed his balls, they were so sensitive he almost couldn't stand to touch them. But they were still growing at an alarming rate. He could almost hear them slosh with weight as they grew. The heavy feeling now far beyond even the largest half-dwarf he had seen in his life, fuck they were as big as any balls he had seen period! They were so heavy… Mats' legs finally buckled under the weight and he fell down, his balls taking the brunt of the fall like a sandbag.

“EEAAGGHHHH," Mats screamed as Fehr ran to his side, something having obviously gone wrong. “Grrugggh… Fuck!" The two massive spheres continued to audibly slosh, no longer growing in pure size, yet Mats could swear that they were continuing to grow heavier. Mats cock looked so tiny in comparison to the deep verdant balls, the green color fading out like a half dyed piece of clothing to his soft pink head of his dick.

“This isn't-ahAHH… This YSSSssn't what was sup-AHAH-ohhhsed to happen." Mats said, hardly able to stand the waves of bliss crashing against his mind like a hammer on anvil.

Fehr looked at those fat balls; boar's eye, those swollen fruits looked as big and green as any orc could dream of owning. They seemed to spread out on the ground under their own weight, the once tight sack loosening its thick wrinkled skin. Fehr had only seen a green pair this big once, on a grey-bearded stud of an orc at an orgy of sorts, with three humans begging to take his seed and be bred. It was a sight that filled Fehr with great lust, but although a worrying sight, what he saw now filled him with double as much, if not more!

Mats had worry in him, but it was washed out of his brain by blood thick with a slew of unfamiliar hormones flooding from the increasingly heavy pair that churned between his spread legs.

“Ohhhh-Aggghhhhh-MMMAAHhhhh…" Mats could do literally nothing as an unignorable tingle began to well in his overstuffed balls. It wasn't like the weighty swelling and crashes of pleasure that it had been when they grew, instead it was a deep rich sensation in the core of his ripe green nuts; like a simmering stew over reducing to a thick rich tar inside him.

The human bit his lip so hard it almost bled as his cock shot a thick, brutal rope of pre straight into the air alarmingly high. The sheer amount, and the pressure at which it sprayed from his undersized member, stung the poor human; his cock was not made for such a mighty pair as he had now.

As hot pre rained down on Mats, some splattered on the curious nude beast that stood not two steps away from the human. If this was not the purpose of the elixir he took, then what might it have been? Perhaps my seed had some effect on the concoction? Fehr thought.

In the back of Mat's mind, he imagined the same. He had been careless, So many old rhymes, warnings about caution before taking medicines and elixirs, or something like that. Whatever it was, it was too late now. He was going to be a stud alright, an orc stud! Mats didn't even know if he would survive such a process, but it was too late to think of that now. Coherent thoughts like these were being rammed into the back of his mind by searing cuts of pleasure from his inhuman anatomy.

Fehr was unfamiliar with what the human's plans had been, but he was not going to look away from such a sight as this. Whatever was happening was clearly not stopping, and Fehr had no desire to do something about it. Instead he squatted down, and watched.

The base of Mats cock was thickening up with thick green flesh as orcishly infected blood pumped through it and the rest of his body. His penis almost had a tapered look to it as the thick base was growing faster than his still pink head, which continued to spew sharp sprays of pre. The green color spread out from his crotch in pulsing veins, which were now spread across to his belly button and over his thighs. Shiny black hair was sprouting visibly over much of his body, egged on by the orcish testosterone overtaking his humanity. He felt the muscles in his stomach contract strongly, causing him to double over as a deep heated rush of blood came to his stomach.

“MMMVVhhhrrt!" Was all Mats could manage to get out over his tightly locked jaw. He was sweating like no other, it felt like he had soaked in a scalding bath on a freezing day, any skin which was not a darkened green was a ruddy dark red. If any pain was there, it was so diluted in the dense and muddy pleasure it might as well have not existed.

The changing human tried to uncurl himself as the heat of his body grew uncomfortably hot. He looked at his stomach, which now had deep defined grooves of muscle, which he could feel blood pumping into, feeding the swelling muscles.

The same sensation was filling his exposed ass, which forced him onto his hands and knees as the muscles begged to grow freely. Mats could feel every fibre of muscle balloon out his once skinny rump into a full blown hairy orc ass, which Fehr scooted over to to watch more carefully. The green swelling meat continued down into his thighs, whose definition was clear under the thickening skin and hair. The feverish burning flowed into his knees, and it was almost itchy in its rapid bloat of magic and muscle. Mats felt a rush of that orcish growth right into his lower spine.

“AAAAUUUGGHHH," he cried, the first time in a while he was able to vocalize. The sound came from his changing belly, and had a ragged depth to it. His back clenched and tightened, causing him to bend backwards, showing off those still growing green abs. As Mats moved, great cracks and pops emanated from deep within his changing flesh, and you could almost see every vertebrae thicken and grow under the muscled back.

The proportions of the half creature were not in any way symmetrical. The growth seemed to concentrate straight from the massive orcish balls which hung low and heavy, only being held up by weak human feet and strong orcish legs. Mats was turning into an orc from the balls out.

At last, most of Mat's cock had grown to a suitable size for the great gushing spurts of clear pre, the thick dick perhaps just a bit larger than Fehr, small for the great hairy sack below, but at least large enough to handle the thumb-thick pulses they sent out. In just a minute or two, those fat green veins had spread out to Mats limbs and neck, and a green spread, like blotches of dye, had begun to overtake much of the skin of the human. The meat and muscle beneath that skin also began to grow at an increasingly rapid pace. The striations of muscle seemed to vibrate as they were pumped full of power. Rushing blood from a heart now more orc than man was in symphony with the cracking, expanding bone and rich grunting cries. It was as if Mats was being pumped full of pure manliness, and in a way, his swollen orcish nuts were doing exactly that.

Fehr had avoided messing with the human, but now he grabbed at the shoulder of Mats as he rapidly turned. Not knowing what to say, he asked, “Shall I get some- GAH!" Mats grabbed at the green hand with his own growing mitt. Sinew and muscle swelled on the hand as green flooded into the skin. Fehr had felt a few strong grips in his time, and this was up there!

“EEAGH!" A deep booming cry came from Mats as he threw the orc to one side, Fehr tumbling over before catching himself on the grass. He watched as Mats grabbed at his face, two white tusks growing from his mouth with dark red blood dripping down his hairy chin. He was continuing to grow, muscles and bone shaping themselves, with cracking churning noises befitting the violence of the transformation.

Was the human still in control of himself, Fehr wondered? But “human" was quickly becoming a poor description of Mats, as orcishness overtook humanity by more than half quickly. Everything had happened so fast, there was no way the orc could get to civilization or send for help before Fehr would be fully overtaken. All he could do now was watch, and it was not a strain on his eyes that was for sure! Seeing the small human bulk into a bestial orc was enough to make his own fat pole drip pre onto the ground.

Mats mind was already so wracked by change that the final stages of his orcification were lost in the thick sea of pleasure. His face was stretched to orcish dimensions, his jaw wide and covered by a now thick and full beard, and his other features losing the soft human traits for distinct and rough manliness. The last of his human flesh tone was overtaken by rich green, as his muscles swelled to their thickest. His bones cracked into a final dense structure, and his shiny black coat of hair was patterned thick over his body. His grunts had set into a deep baritone, though Mats could not hear it over the thick pumping of blood in his slightly pointed ears.

The new orc thought he would finally feel new release, but his new balls continued to ache, and he felt no relief from them. Fehr watched as Mats, still bleary eyed and moaning, reached for his new cock, a perfect fit for his orcish mits. Mats grabbed at the thick foreskin, but his touch felt so far away! He had been so close to orgasm, emotions overwhelmed the new orc and he gave a great roar, why now! Why did his cock refuse to give him release! Still in a daze, Mats stood and stumbled forward, feeling his heavy feet sink a bit into the soft ground.

Mats looked at Fehr, his vision still a bit blurry. It all seemed so much smaller now. Mats now looked down at the orc, then at himself. Even for an orc Mats was a brick shit house, and Fehr, well he looked so much… Softer. Mats smiled dumbly at Fehr as a pulse of pre shot from his cock.

Fehr knew that look.

Looking at the oversized orc, Fehr knew he had no chance to run from the hormone drunk beast. His only chance to escape was to outmaneuver Mats. He had not been expecting this when he went out for a quick fuck with a random bar human. Fehr rushed suddenly at Mats, hoping to knock him over and gain enough time to gain some distance. Giving a shout that rumbled deep in his chest, he went to grab the once-humans legs and knock him over. But when Fehr knocked into Mats stomach and grabbed his legs, it felt like ramming into a standing stone. The new orc simply steadied his stance and gave a grunt, shaking a few more cobwebs from his thick green head.

Mats' senses were filtered through his libido, he could only smell the sweat of Fehr, the light scent of cooled cum on the ground. He could only hear the grunts as someone grabbed at his body, and could only feel the electric touch along his thighs. Memories of what was going on were blurry. There was an orc, and a potion… And sex.

Now he remembered what he had been doing but a few moments ago.

A strong grip enclosed Fehr's bicep, and the orc was thrown again to the ground. Fuck he is strong, he thought. He never made it to his feet before he felt something come down on him like a wall falling on top of him. Fehr saw only a flash of green as he was pressed face first into the ground, feeling a massive palm press inbetween his shoulder blades. Mats flesh was hot, the fever of a new form burning through his blood, and into his fat cock. Fehr turned his hips as if to flip onto his back, but was held firm, only managing to feel his asscheek slap against the dripping fuck-pole of the oversized orc.

The slight touch made Mats cry out, an animalistic baritone that shook the leaves in the trees. He had to loose his seed. He had to empty his balls and fill some hole right fucking now. He knew the orc below him had came, he could still almost taste it. It was only fair to the rut-drunk creature that he should give his cum in return.

Fehr had never before been so overpowered, not by orc, or beast, or anything alive. He had never imagined feeling so out of power in any situation. It would have been humbling if it weren't for the hormone crazed orc about to pound his ass into oblivion. Perhaps it was just because of the lingering magic of the potion, but Mat's muscles were like soft lead, so heavy and solid, even for their size. Fehr's struggling body only rubbed against Mats' sensitive skin, and his moans and growls only made the huge beast hornier.

Mats body seemed to move of its own accord, straddling the downed orc and moving into position. Hair, sweat, and shades of green rubbed together as the freshly formed beast took his place. His fat cock was thick and veiny, and very befitting his swollen nuts. The fat cockhead was a bit more exposed than the orc below him, his foreskin pulled back further by the swollen meatus. Fehrs hairy ass dripped with sweat and pre from the hovering dick of Mats. The heat coming from that hole seemed to guide Mats cock like a sirens song.

Still restrained, Fehr could feel the thick prick press against his… Virgin ass. Fehr had been with quite a few, but never as a bottom. He had sucked off a few, but that was where he had drawn the line before. He knew that it was about to change, and perhaps the new orc could sense it as well. As the tip of the cock met with the dense matte hair, a deep rumble shook through his body. Fehr knew he had no chance to escape the grip he was in, so he tried to relax. That cock looked like it could tear even his fat ass up if he wasn't careful!

The pressure behind the member bent it slightly as it pressed into the virgin ring, until the pressure was just right....

Pop!

With a wet noise, the fat head of the orcish cock broke Fehr's pink ring and entered. Fehr had never even set a finger into himself, let alone a dick like this! Hell, even if it was a human the sensation would have been foreign to him, but this, this was…

“Fuck!" Fehr had nothing else to say as the cock stretched his insides. The pressure inside him was completely alien. His body automatically tried to eject the cock pressing slowly into him, but with all the unnatural strength behind it, all he managed to do was massage Mats head. That, in turn, sparked pleasure enough to make Mats head swoon with pleasure, and without another thought, he applied more pressure to sink his dick further into Fehr's warm guts.

The powerlessness was turning from a fearful and exciting sensation into one that Fehr found rather… Kinky. His own orchood swelled with blood and smacked his abdomen, which was bulging a bit as it was filled with dick. Every millimeter of cock snaking into his body set off new sensations within Fehr. Some rough humps from Mats pressed his member deeper.

And right into Fehrs untouched prostate.

The orc beneath gave a yelp! He had never known what pleasures he gave to those he fucked until now. He had no idea how much a simple touch to a nub inside him could stimulate someone. It felt like it squeezed pure pleasure into his blood, and sensations of every type hit Fehr like nothing ever had.

The unnatural might of the once-human was expressed though bestial, violent sex, and both of them were loving every second of it. Fehr no longer gave any effort to escape the sexual fury, as he loudly vocalized every sharp pang of pleasure being fucked into him. He wished now that he was not in such a quiet corner of forest, so that others could see him bottom to this unnatural orc and love it.

The uncaring fury expressed by Mats as he rammed his cock into the willing hole of Fehr only amplified everything. He was there to breed, to spill his seed. For the moment, Mats wasn't even there; only ass and sex and the need to cum. He fucked like a beast, his muscled ass bouncing as he shoved every inch of veiny cock into Fehr. Precum spilled out with every pull, his cock leaking like a broken tap.

The sounds of pleasure, meat against meat and growls of raw sexual fury, grew alongside the rising cliff of orgasm. Mats grew even more forceful, Fehr's fortitude and resilience the only barrier against the fury of his pleasure. Mats mits gripped Fehr hard, and instinct told him he had one more goal to set his seed loose and claim what was his. The top orc opened his wide maw, showing off his mighty tusks and set of strong crunching chompers. A roar, a call to all who could hear that this orc had come and conquered. A bestial call of domination that tore through both creatures.

A weaker cry could also be heard. Fehr felt a ramming hot sensation in his ass unlike anything he had ever imagined. A liquid fireball went off inside him, hot searing juice filled his ass in moments, a pressurized flood of pure manhood. His stomach cramped with the force and pressure that was so sudden inside him. Fehr felt his hairy ass plugged with cock, so the cum had nowhere to go but deeper. His stomach felt like it was distending, swelling. It was all so fast that there was hardly time to even feel it all.

Mats' mind turned to butter as he finally released. He went almost limp, just enough for him to loosen his grip on Fehr. The pressure pushed them apart like an unsecured pipe, and Fehrs ass practically exploded as the fat cock of Mats came loose, A deluge of thick white batter spilling in every direction. The relief was such for the swollen orc that his cock gave its own, comparatively small, orgasm. Both orc's eyes glazed over. A forceful flood of tar thick seed splashed every surface that could be seen. Ropes of cum spilled in the air, while the ass of Fehr had not yet exhausted the first spurt which had been injected into him.

Raw burning emotion had been all that Mats had felt, but it all exploded violently out of his fat cock in a matter of seconds. For the moment, he was emptied of all but sticky white satisfaction. His brown eyes stared into the distance and a toothy drunk smile was on his face.His raging orcish hormones cooled much faster than the hot cum as minutes passed. Fehr simply lay on the ground, panting after being a part of the most brutal fuck he had ever witnessed.

Slowly, Mats felt his memory start to return… There was sex, and a potion, and an orc. But not just one…

“The fuck…" Mats heard a voice, but he didn't just hear it, he felt it. In fact, that gravel tone was coming from… Him! “I, it, I'm-" He certainly wasn't a human, half dwarven or not.

“You're a fucking animal." Fehr spoke in his slightly humored tone between deep breaths. Mats looked at himself, 'animal' hardly did much to convey it. He was more on the side of “freak of nature," or more properly, magic. Even by legendary orc standards, he was a green-skinned god. His hands looked ready to crush mythril like butter, and he was so heavy, he worried he might sink into the ground.

Mats soft cock was a dark green monster, a fat beast more fit to fill a female minotaur than fuck even the most hearty orc. It sat on a pair of hairy melons that already seemed full of another mind destroying load.

The great orc looked to his smaller companion. “This was much better than I expected. How about we go again." Fehr looked into his eyes; in a way, they still had that naive gentle look to them he had seen in the tavern. But now they were attached to a body the boar-god himself might have crafted for one of his champions. The combination made it clear,

They were going to be exploring Mats' new body for a while.