Noelle had changed again. Much more drastically than last time. How amusing, she thought. I wonder what I look like today? She opened her door and walked outside, naked as the day she was born. She wanted to know, wanted to see, the changes she had experienced. She had barely made it out the door, was in mid-stride in fact, when she heard a voice.

“Noelle?”

She turned and saw a frozen looking Emily, standing there with wide eyes. Emily was currently staring at her, in her full glory, completely nude. Such a situation was one Noelle, the old Noelle, had long feared which is why she always made sure to put on clothes before exiting her room. Despite the fact that 95% of the time, Emily would already have left hours ago, and even if she hadn’t, there was such a low chance to see her, she had still always been careful. The Noelle from nearly a week ago would have shrieked and ran away, hiding under the covers in embarrassment.

The Noelle of now?

“Good morning Emily.” Noelle said in a bit of a husky voice, with a gentle smile on her face, before continuing to walk towards the bathroom. She could talk more to Emily in a bit, right now, she still dearly wished to see the new changes that had appeared.

She entered into the bathroom, leaving the door wide open, before looking straight at the mirror. Her smile only got wider at what she saw.

She hadn’t grown any taller, as far as she could tell. That change seemed to have been left alone for today, which was a bit of a let down. But she supposed this was right, she was already roughly 5’11. Perhaps it would take time for her to gain that final inch but it was still a very respectable height.

She didn’t feel any heavier either, which did make her raise an eyebrow as she thought more about it. She certainly looked heavier but it was as if her weight had been, moved around, for lack of a better word. Better proportioned, perhaps? Either way, those two elements remained the same.

But they seemed to be the only things.

For starters, how about her hair? It hadn’t just grown longer, now falling to below her nipples, but it had started to change colors as well. The silver tips she used to have had disappeared and her hair had begun to lighten, growing closer to a dirty blonde color. Noelle smiled, the prospect of her hair changing colors never even something she had considered would happen. And on the topic of length? Well, just how far away her nipples were, was an important factor. And that distance had vastly increased overnight.

Her breasts, where once they were flat, then large, then larger still, had become insane even to her. Each were now as big as watermelons, with her nipples having large aerolas and becoming dark brown in color like that of a chestnut. She gripped them and raised them up, her hands far from enough to contain them. They had impressive amounts of heft to them.

As for hips, waist, and body? If anyone described her with any description short of ‘motherly’ they’d be lying. She was full figured and sexy in a way she’d rarely seen from most women. She was as big and thick as a woman could be while still looking completely fit. There was now a lot of her to love. She was delighted she had grown so large.

She glanced down and wore a very confused looking smirk, shaking her head. For starters, her pubic hair was now completely out of control. It was a complete jungle. And yet, despite that, her clit could clearly be seen. Because like the rest of her, it had also grown. It looked like a miniature dick now. It was clearly almost 4 inches long, and probably an inch and a half thick. She still didn’t understand that change or why it was happening, but she didn’t much care either. Her body would develop ever onwards, for the better. Seeing it actually relieved her in a way, not that she needed the relief. She was feeling great. But still, it told her that whatever was happening, wasn’t done yet. She had a hunch but, she would let what be, be.

But there were a few more changes. Perhaps they weren’t totally physical, but they were at least semi-related. Her leg was wet. The reason why? Her vagina was leaking, constantly leaking, fluid. It poured out of her and slowly traveled down her leg. And the reason for that? Simple.

She was horny. Very horny. But it had grown, inherent. She could tell. She would always be horny. But that was fine, she didn’t mind. It wasn’t exactly a burning need, or maybe it was. It more felt like a warmth that had totally enveloped her, as close to her as her own heartbeat. She even stirred it up a bit, as she reached down and put a few fingers inside, lightly masturbating while looking at herself in the mirror. She let out a sigh after a moment, and pulled her hand out, soaked in her juices. She smiles, sauntering her way out of the bathroom. Yes, she still wants to take a shower, but she left a certain woman alone for far too long. How selfish of her~

Noelle walks back out to the hallway, where Emily is still standing in shock. At Noelle’s reappearance, that shock only deepens. She had stood there for a minute or two, her mind just trying to come to terms with her new reality. She had only learned about Noelle’s changes yesterday! And already, she had changed again and… this one was a big one. She walked into her field of view, smiling at her, and she fully took her friend, her roommate, in again.

Noelle used to be small, thin, small boobs, like a willow tree. Now she looked like she had eaten three of the old Noelle’s. She had massive breasts, wide, wide hips and thicks, hair reaching below her nipples, an absolute jungle of pubic hair, and a tall powerful figure. She was thick. 

With a start, Emily realized that she would never have recognized this person as Noelle. She just looked too different despite having only gotten bigger or wider or taller. Even then, maybe she would have except… Noelle wasn’t acting like her old self. At all.

“N-Noe? Is that… really you? Is that still you?”

“It’s me Luci. It’s me.”

She kept walking forward and Emily had to resist the sudden urge to run. A stranger was approaching her, in many ways. But she stood her ground, worried for her friend.

“I, you’re naked Noelle.”

“I know. I just, feel so good without clothes. Why do we even wear the things? They’re so annoying. Just in the way.”

She said all of that with a smile on her face, a gentle, warm, caring smile. Emily felt heat start to rise in her, from seeing such a lustful figure. She leaned more towards men than women but… god damn.

“You’re not acting like yourself Noe.”

Noelle finally stopped, only about a foot from her. Emily had to look up slightly, to look her in the face. She gulped. She could see something, something intense in those eyes.

“I know.”

That wasn’t what Emily had expected to hear.

“I’m different, aren’t I? I’ve been feeling different, you know. Mentally. I was never stupid or oblivious. I was just scared before, I didn’t want to think about it, especially when everything had going so well! But now, now I don’t care. Do you know why?”

“...Because Aliens messed with your brain?”

Noelle chuckled.

“No. It’s because I’m perfect. I’m finally exactly the right way. I’m what I’ve always wanted to be. This, this is it for me Emily. I know more changes will come. I know my body will become more and more different, maybe other parts of me too, but it’s what I’ve always wanted. Do you know what it’s like, to not like your own body?”

Emily gulped, looking into those eyes of hers. Noelle was speaking from the heart and she meant every word. Still…

“Noelle… I don’t think… you’ll be the same when you finally get done changing.”

Noelle raised a hand, touching Emily’s cheek.

“Would that be such a bad thing? We change all the time. Even if it’s fast or sudden or scary, it doesn’t have to be bad. I wanted this and was just lucky enough to receive it. And it’s not the only thing I want either.”

Noelle took a step further and now Emily felt two very large things begin to press against her head. She looked straight up at Noelle, who was now holding Emily’s head in her hands. Emily felt like her heart was beating out her chest.

“Emily… can I have you?”

Emily couldn’t take it anymore. Her heartbeat had become a drum and her mind a mess. There were so many questions, so many answers and realities and possibilities but they all fell away to a few simple facts.

This is still Noelle… and I’m so horny

Emily pushed up a little, and kissed Noelle. Noelle was surprised for a moment, before responding in kind, no longer holding back. She pressed her whole body against Emily, passionately making out with her as she began to lightly walk with her to the bedroom. It didn’t take long before they were in Emily’s bedroom and collapsed into a heap onto the bed.

Noelle took a second, arms to Emily’s side, staring down at her and chuckled. They had been a bit too excited. She may be naked, but Emily wasn’t just yet. Noelle quickly started to help relieve Emily of her clothes, while Emily herself yelped, before starting to join in. Soon, two women were naked together, in a position as old as time. Noelle stared down again, her breasts laying atop Emily’s own. Emily blushed a little as she felt liquid already begin to drip down onto her.

Noelle pushed forward, continuing to make out, as Emily suddenly realized there was something… at Noelle’s crotch level. She had seen her clit of course, had noted how oddly long it was, but she hadn’t realized just how long it was. Not until it was literally pressing up against her body. Her breathing grew heavy, only growing heavier still as Noelle’s hands found their way underneath her legs and began to raise them. Noelle was following her instincts and a very surprised Emily suddenly was inserted into, with Noelle’s clit. At that moment, a strange thought passed through her mind.

Not time yet. 

She ignored, far more focused on the heat and passion of the moment. She could feel her clit entering Emily, feel her insides with it, how they began to squeeze and coat her. It wasn’t ready, whatever that sensation meant, but it was still useable. She began to thrust back and forth, Emily seeming to go into a bit of a shock, not prepared to be fucked in this manner before moans began to seep out of her like water through a rag. She had been with a woman or two in her time, but never like this, never with someone like this. She may have had a thought or two about Noelle, and she was even bi but, she had never expected this to happen. She still firmly believed it was aliens, but now, she didn’t care. She could understand why Noelle was fine just going along with it, as she felt herself be thrust into, over and over again. Her arms found Noelle’s back, even as Noelle continued to raise her legs and slam her body into her. Her whole body rippled from the force, as Noelle began fucking her intensely with her clit.

As for Noelle, the pleasure she was receiving was immense. Her whole clit was being stimulated, being engulfed, but it kept feeling, lacking in some way. It was great but also slightly frustrating. Still, seeing a woman underneath her, being fucked by her, settled something in her that she hadn’t realized had been bothering her up until now. Her breath grew heavy, before evolving into pants, as Emily moaned under her.

She felt heat building, pleasure passing through her, before she orgasmed but continued onwards anyway. Her sex drive and lust had changed. It was more ingrained, more natural, more apart of her. She loved her orgasms but they felt like they should be the rule, not the exception. As if she should always be orgasmed, always be having sex with someone underneath her. So even as she felt her body lighting up with pleasure, she was more than happy to continue, feeding that heat and drive more and more. Her whole body shook as she pounded Emily, her mountainous breasts and thick form jiggling at her movements, brushing across Emily’s own form.

Time continued to pass, heat continued to rise, and finally, Emily could bear it no longer. Noelle’s clit may not be as long as a cock, but it was all in how you use it, and she was using it extremely well. So well, that soon, Emily felt her own body responding as she-

“Ah~” 

-Orgasmed, her mind becoming awash with the joys of sex. She shuddered, as Noelle continued onwards for a while longer, before slowing down, coming to a rest atop her. Emily felt tired, but it seemed as though Noelle had unlimited stamina to spend, resting above her, looking down on her. She felt Noelle’s hand on her cheek and couldn’t help but lean a bit into it. They were friends… and now they were more. Maybe not lovers, no, that was what they were. In the truest form of it, they had made love. Not romantic, but passionate and caring all the same. She felt a bond form with Noelle and a lust she hadn’t known she could feel. She felt her libido rise, wishing for more, wanting even more. It was clear that Noelle felt the same way.

She had never been more glad she had taken a day off from work.

But given all of that, seeing the clear naked desire in Noelle’s eyes, she was shocked and surprised when Noelle began to get off her. Or at least she thought that was what she was doing, as she began to move her whole body forwards and upwards.

“My turn Emily. Sorry.”

That was all Noelle said, leaving Emily confused, right up to the point she blinked and realized Noelle was on her knees above her. Emily looked up and all she could see was Noelle. Specifically, her soaking wet vagina was inches from her face. She couldn’t even see Noelle’s face, her vision stopping at her jungle of hair and slick looking clit. A drop of liquid dripped onto her face.

“Noe wai-Mff!”

Noelle was horny. Her fucking Emily with her clit hadn’t been enough, hadn’t been nearly enough. She desperately wanted, no, needed to grind against her. And well, her face just looked so beautiful. She felt it as she pressed herself against Emily’s face, felt her lips on her ‘lips’, felt how she began to squirm, felt as she tried to push her off. She didn’t mean to be so domineering but she literally just couldn’t help herself. She pushed down and moved, going up and down her face, going slow but hard. Pants escaped her, as she continued to grind and grind.

As for Emily, she had suddenly had a woman’s whole vagina pressed up against her. Noelle’s whole vagina. It was soaking wet, liquid immediately pouring into her mouth as she tried to get her off, to no avail. There wasn’t much of a taste, but the pure quantity felt overwhelming. To say nothing of the sensation, as Noelle dragged herself up and down her face. It was way too much, to say nothing of the smell. Noelle didn’t smell bad but, the smell of sex was thick in the air and now, it was thick across her face, permeating up into her nose. She kept trying to get Noelle but finally, the experience was too much for her, and she couldn’t help but begin to masturbate. Despite it being overwhelming, she was helpless and that set something off inside her. Her fingers plunged into depths that Noelle was in only moments ago, as her face was continually used like a rag.

Time continued to pass, the minutes ticked by, Emily’s moans muffled beneath Noelle. Noelle’s own moans began to fill the air, raising the whole experience to an almost whore like cresendo. Finally, Emily was positive Noelle had orgasmed, as felt a massive burst of liquid splash across and into her mouth. She was unsure if she had squirted, or if she was just that wet. Noelle stopped there, as Emily began to get her tongue involved, the moment arousing her too much to remain idle. Noelle let her, basking in the feeling of Emily’s tongue inside her. She felt like she could stay like that all day, with Emily beneath her and she had to struggle to find a real reason not to. She almost hadn’t, when she realized if she stayed like this all day, she wouldn’t get to meet up or talk with Meredith or Madison!

She only sat on Emily for a few more minutes, before sighing and laboriously getting off of her. It took some willpower, but she couldn’t just remain in bed all day just yet sadly. Maybe she could convince the other two to room with her though…

Noelle got off and Emily could finally breathe again. Her nose was clogged with the scent of Noelle and she had swallowed so much liquid that she felt like she was actually nearly full from it. Her entire face was soaked as if she had gotten out of a pool. She looked over to Noelle and shuddered slightly. She was beginning to worry she’d be her seat forever. That had lit equal parts of worry and arousal inside her.

“Sorry Emily, I want to see Meredith and Madison today. But, don’t worry.” Noelle smiled a gentle, motherly smile. “We can play any time you’d like.”

Emily once again felt her heart skip a beat.

Noelle walked away, heading to her room. She didn’t really want to wear clothes of all things, but she supposed she could make an exception the one time. After all, she wanted to see Meredith and Madison. She was stuck for a moment, realizing absolutely nothing would fit her, before she smiled wide. There was one thing that would fit her. She couldn’t believe she hadn’t just worn this yesterday, it would have made everything so much easier.

And that was how Noelle, wet, reeking of sex, and wearing only a white bathrobe, headed to work. The stains would never get out of her car seat.

Noelle walked into her place of work, no Jenny today. She, and coincidently Bobby, were taking a vacation. Both had cited reasons of ‘incredible work related stress’. A different woman was manning the front desk but she was currently on break. Noelle was late to work by over an hour this time and she didn’t really care for work. She had only come to see Meredith and Madison after all. The problem was, there were still hours before lunch. Madison wasn’t here right now. But she wanted to show her new body to her now not later. Well, she would just have to head over to her place of work today.

She headed up the elevator, arriving on a different floor from the one she worked in. She sauntered her way towards Meredith’s cubicle, eyes beginning to track her form. People were watching her and a smile blossomed across her face. Feeling so many eyes looking at her, who wouldn’t enjoy such attention? At how their eyes devoured her body. She only wished she could get rid of this annoying bathrobe but she would keep it on for now.

Soon, her feet took her towards Meredith who was hard at work typing away. She turned, looking towards her, and then did a double take.

“W-wha…”

Meredith was caught flat footed. She had tried to accept Noelle’s new changing body, her new looks but it was still a lot to take in. She was go with the flow kind of gal but even she had limits! And currently, as she turned to her friend, seeing her look so different, standing before her, wearing only a bathrobe, she was positive she was in a dream, before Noelle’s chuckle brought her back to reality.

“N-N-Noelle?!”

“Yes Meredith. My body has changed again. I wanted you to see it. I wanted to see you.”

There was, a look in Noelle’s eyes that was different. Noelle was so much… bigger! She didn’t look like her old self at all! If she had seen her on the street, she might not even put together that old Noelle and new Noelle were related, let alone the same person. Good god, her breasts were bigger than her own!

Meredith stared, gaping in shock, as the world went crazy once again.

“I told you, I was going to keep changing.”

“Y-Yeah but I didn’t expect it to be like this and- What are you wearing?!”

Why was Noelle in a bathrobe?!

“Nothing else would fit.” Noelle said with a smile.

Meredith was having a very rare feeling. She was getting a headache from someone else’s actions. She was suppose to be the one to cause headaches! The worst part was…

“Noelle…” Meredith asked in a whisper. “Are you… wearing anything underneath that?”

Noelle smiled gently before replying simply.

“No.”

Meredith once again gaped in shock.

“Y-You can’t just! Noelle! What are you, you can’t-”

Meredith let out an explosive sigh. This girl! She was going to drive her crazy and not in the good way!

“You can’t work all day in nothing but a bathrobe.” Meredith said, feeling quite composed. Right up until she heard Noelle’s next words.

“Don’t worry. I’m going to go visit Madison now. I want her to see me too.”

Meredith imagined Noelle showing up at Madison’s work, mostly naked, looking like that.

“Nope. Nope! Look, we’ll just, we’ll head over to your house for lunch okay?! I’ll even bring you some better fitting clothes! Just, just take the day off from work alright?! We’ll see you at lunch!”

Noelle pouted a little, she really wanted to go see her best friend Madison. And even more than that, she wanted Madison to look at her, look at her body now. But, she suppose she could wait. Meredith stood up, walking with Noelle to the elevator, saying goodbye.

Everything was going well but… a lot of people were looking at her now. She smiled at the attention, enjoying the feeling once more. As they walked by another cubicle, however, her robe caught on the corner. One more step, and a shocking sight was revealed to everyone.

Noelle’s bathrobe came off, pulled from her momentum and the corner of a small office wall. Suddenly, everyone staring at her had their eyes go wide as they her naked form. Noelle stopped for a moment, all those eyes, all those people seeing her naked body. Meredith was practically gasping, staring at her as well. Liquid began to run down her leg in increasing volumes and she wanted nothing more than to bring Meredith with her home. Noelle stretched, giving the office workers both male and female, quite a show, as Meredith stood there like a statue, eyes unbelieving but hopelessly trailing her back and ass.

Noelle, naked as the day she was born, turned and Meredith had to take a few steps back lest she get knocked to the ground by Noelle’s breasts. Her eyes honed in on them, stuck there, as if a hypnotic spell. Noelle waved goodbye to her, then turned and walked away. Everyone stared in near silence as the naked woman left.

Meredith nearly collapsed from what had just happened, as all those eyes began to fall on her.

Noelle walked out the building, by a very confused looking woman who had just got back from break, and returned to her car. She was tired of clothing. She didn’t need it anymore. However, the stains really wouldn’t ever come out of her car seat now.

She made it back home, Emily nowhere to be found, and realized she basically had a whole day to herself. Her body felt… primed but still developing. As if there was one great final push needed, before something were to happen. Something new.

Her body needed… her body needed more. She knew exactly what to do. She headed towards her room and grabbed her vibrator. She wasted no time, turning it on the max setting, and shoving it all the inside her. But it wasn’t enough. Not nearly enough, even as she felt the vibrations course through her, felt her pussy engulf it. She only had the one vibrator, but she wasn’t the only woman in the house.

A quick snoop of Emily’s room and she had exactly what she needed. A large black vibrator. She would return it to Emily later. For now, she needed it. She lined it up and began to push it inside her, up her ass. It was a tight fit and she struggled for a bit, before finally it was up there. Now her whole body practically shook and new waves of heat and passion trailed up her body like electricity. She smiled and headed to the bathroom.

The next few hours would see Noelle masturbating, and doing nothing but masturbating. Sometimes on her bed, sometimes in the shower, sometimes on Emily’s bed as a ‘surprise’. All the while, the two vibrators remained inside her.

This state of affairs lasted all the way up till she heard the doorbell ring.

Madison was nervous. She had been warned that Noelle was very different this time, and Meredith hadn’t minced words even a little bit, just as worried as her. She had told her directly what had happened and how Noelle had reacted.

When the door opened, Madison was shocked and Meredith was extremely surprised. Dripping fluid lightly, Noelle stood in the door in all her naked glory, a smile on her face.

“Hello! It’s so good to see you. Look at how my body has changed again.”

“N- Y- B, bwuh?!” Words couldn’t even come out of Madison’s mouth as she simply stared and her feelings for Noelle rushed forth. Most of Madison was nervous, scared, and worried for her best friend, the person she cared about. But there was a different part of her, also reflected in Meredith, screaming:

I want her. 

Meredith could more than appreciate the pure sexiness coming off Noelle and Madison felt like she was looking at her Goddess above.

They walked behind Noelle, a new site of her thick ass greeting them. Finally, Noelle stopped and sat on their couch, gesturing for them to sit as well. They did, looking at her. Finally, they could hold back their questions no longer.

“Noelle, what’s going on? No, are you okay? You aren’t… acting like yourself.”

“I’m perfect.” Noelle said, meaning it.

“You can’t, you can’t expect us to believe that! You’re walking around naked without any shame and l-look at yourself! You’ve, you’ve changed so much!”

Noelle laughed, the conversation reminding her of the one with Emily. In fact…

“I’m exactly what I want and how I want to be. You know Madison, Meredith… my body isn’t the only thing I want.” Noelle stared at them, a lewd gaze crossing her face.

Meredith and Madison both took a moment, whiplash hitting them.

“You…” Meredith started, only to trail off. “You… want…. Us?”

“I want to share my body with both of you. I want to touch and feel you. I want you both in bed. Why hide it, why pretend? I like you, you’re my friends, and I want to fuck you. Why can’t we just be honest about it?”

Meredith currently had extremely mixed feelings. Honestly… that was how she thought a lot of the time about things. People called her a slut or a whore but well, she was just honest! Sex was great! But Noelle saying it… it made her feel… odd. Not bad, just odd. They weren’t words Noelle would have ever said even just a week ago! But now, now she was like this… She needed to think.

Madison on the other hand was having an entirely different issue. Her brain practically melted out her ears as Noelle said she had feelings for her, said that she wanted her just like Madison wanted her. She felt her mouth grow dry and heart began to beat like a drum.

Noelle made to stood up and Meredith, slightly, panicked. This was too much, too quickly! She, they, needed a moment!

“Noelle… I- We-... need to get back to work okay? But… you should come see us. I have a day off tomorrow we could… talk more okay?”

Noelle nodded happily. From her perspective, Meredith had taken her up on her offer and they were going to plenty of ‘talking’ tomorrow. Madison looked between them and her mind went haywire, the same thoughts passing through her.

“I-I-I I gotta go!” Madison left, practically fleeing the building. She wouldn’t be returning to work later. Meredith and Noelle watched her go, Meredith looking back at Noelle and her lewd gaze and leaving quickly as well.

Noelle chuckled. Her friends would get use to her new self in time. But now that they were gone… Noelle got back to masturbating.

And that was all she did. All day. Over and over and over again.

When Emily finally entered the house, she felt like she had walked into the worst parts of a brothel as a very familiar smell smacked her across the face, seeping up into her nostrils. The pure smell of sex, of Noelle, coated their apartment utterly. She could hear Noelle masturbating, her moans filling the air, and decided that she had had enough sex and insanity for one day. She headed towards her bedroom, sneaking inside.

As for Noelle… she just kept going and going. Eventually, she felt that a certain ‘tipping point’ had been reached and finally pulled both vibrators out of her, eliciting even more moans. She laid back onto her bed and relaxed, finally. She fell asleep, happy as she could be, ready for the new transformation she would soon experience.