Noelle woke up and felt… mostly the same? She blinked in surprise for a moment. That couldn’t be right. Yesterday, she had practically masturbated till both of her holes were sore and her hands were too. There was even a kind of tipping point she had felt she had reached before going to bed. Which had been closer to just passing out.

Noelle got out of bed, walking towards the bathroom. Clothes didn’t even enter into her mind. In fact, she would scoff at the idea now. Clothes were way too annoying. She would just end up taking them off whenever she had sex anyway! And she would have sex. In fact, she couldn’t imagine doing anything else but have sex. What else would you even do with your time really?

But for starters, she wanted to see her new changes. Soon, she was in the bathroom, turning to look at the mirror. The first thing she noticed made her smile. She had felt it while walking but it was always nice to get confirmation.

She was taller. Very slightly taller. Maybe an inch. But that inch mattered. No longer was she merely 5’11, she could feel it. She had reached 6 feet tall. She would tower over most men and women. That thought made her juices practically drip onto the floor.

The next change caught her by surprise. She was still motherly and thick but she had actually… gotten smaller? No, yes, maybe. Kinda? As she looked on, particularly around her stomach and hips, she realized she had gotten more toned and muscular. Before, she had looked like a mother who had had a few children while staying relatively fit. Now? She looked a bit closer to an amazon warrior woman. She was still thick but there was a visible tone to her form now. That was an… interesting change. One she hadn’t expected at all! If that continued… wouldn’t she become basically a female adonis? She hoped it wouldn’t go overboard… she quite liked her thick self. She didn’t really want to trade it for pure muscle…

Well, it would probably be fine. Her body hadn’t changed in any way she had disliked so far, it’d be strange for it to do so now. The next thing she saw, was her hair. There was only a slight change, but it made her excited. Her hair hadn’t grown anymore, but instead, she could see it begin to become pink at the roots. Was her hair changing color from brunette to red? She couldn’t wait.

Her breasts caught her eye. They hadn’t grown any larger, which was… probably a good thing, sadly. They were huge after all. Any more and it might make things harder just to move around. But her nipples hadn’t remained passive. They were longer, just a bit, maybe now half an inch from her breasts. And her Areola had grown larger, now maybe the size of a pepperoni. It was a small but interesting change.

But her eyes grew even wider when she noticed a small white substance coming out of her nipples. She paused the inspection of her body, raising a hand and squeezing her breast. Nothing happened at first, but she put a bit more effort into it, around her nipple. Soon, the white liquid began to drip out more and more. She, she was producing milk.

Noelle was briefly in shock. She hadn’t even considered the possibility that her body would start to do that. But as she watched the milk drip out of her, a wave of lust and desire overcame her body. She wanted, desperately wanted, someone to drink from her. Her thoughts turned to Emily and her whole body turned, before sadly remembering she wasn’t here right now. She pouted, promising she’d get her roommate to drink from her a little later. Right now, she continued looking at her body. She was happy and excited to be producing milk, that was amazing. But there were more changes to observe.

The last change she could see, was that her pubic hair was also turning red at the roots. A joke about drapes and carpet passed her mind, before she rolled her eyes. It was an okay change but something was wrong. Something was missing.

She felt her whole body getting ready for something and clearly, producing milk was not it. There was some other change she clearly hadn’t noticed. She looked all up and down her body, at her massive breasts, her long locks of hair, her thick and toned body, her tall figure, her clit-

Her clit.

Her clit, since her body had started to change had become longer and longer, wider and thicker. It had been strange, weird, and downright unusual. She couldn’t make heads or tails of why her clit was growing out like that. Everything else had made sense, except that.

But now? Now as she turned her attention to it?

She felt a pulse go through her whole body. She stared, down at her cock, at the pulses began to grow. Something was growing, something was happening, something was…

Changing. 

Her clit, before her very eyes, grew and grew. It began to shake, growing longer, the skin around the head beginning to move in strange ways. And it was a ‘head’ that was growing. She could feel, feel as veins moved and connected where there were none, feel her body metamorphize in ways that had only happened while asleep, feel her clit and grow and-

No. No, it was a clit no longer.

Her dick grew to its full length. She no longer had a clit, now, she had a penis where it once was. Roughly eyeballing it, she’d say it was about seven and a half inches. Length, width, veins, anyone with eyes could look upon her and say the same thing. ‘That’s a penis.’ She had grown a dick. 

Noelle just stared at it, not daring to believe reality, before she felt a new… possibility in her brain. She ‘clenched’ it and she felt and saw her dick twitch. Her mouth hung open and surprise practically exploded out of her. She reached down and grabbed it.

A loud, strange moan came out of her mouth. This, this was what she had been missing! Her body took over, reacting without her input. Suddenly, she was thrusting, thrusting so hard into her hand that she could feel her hand practically vibrating but she just rammed more and more, grip tightening around her dick.

It felt… different. She would describe sex or masturbation as waves maybe, maybe even a ‘gentle’ build up. Like she was a container slowly filling with warmth. This did not feel like that. This was more like her lust and heat had gone into overdrive and she was losing her mind, like an immense pressure was building up inside her and she needed release. She felt like a bomb that desperately, desperately wanted to fucking go off. 

She masturbated and fucked her hand, going as fast and hard as her hips would allow, before finally, a tipping point was reached. Suddenly, she felt an overwhelming explosion of pleasure, as she came, a clear liquid hitting the wall. She continued thrusting for a little while, the sensitivity way too much for her, spurts of the clear liquid jettisoning out of her. Her mind felt overwhelmed, drowned in a pleasure that was so much more intense than what she was used to. It wasn’t even that it was ‘more intense’ objectively, it was that it was a completely different kind of orgasm than she was used to. She shuddered, her whole body shaking for a moment, the aftereffects of the pleasure slowly draining as she took her hand away.

She panted and then got to experience something miraculous. She had heard of ‘post-nut clarity’. She had kinda laughed at it. Just a little bit, that after men cum their minds become clear. But now? She was amazed. Her mind really did feel like it was totally free and relaxed. It was like a buzz inside her had stopped. For a moment, she looked back at herself, at all the changes that were going on, at all the mental changes that were going on.

For a brief moment, the original Noelle returned in full.

She smiled. She had made her choice and she did not regret it.

She shook her head, the weird thoughts dissipating. She looked at the wall and laughed a little bit. She could see how guys could get obsessed with cumming on things. Though her cum was… odd. It was completely clear… then she realized she lacked balls and put two and two together.

‘Huh. So I can’t impregnate anyone… at least not yet.’ 

That was a weird thought. She had no idea how to feel about having the possibility to do that. So, she ignored it. There was a far more pressing problem she now had to worry about.

‘I have to pee…’ 

***

After a few minutes in the bathroom that were more fun than the bathroom should ever be, Noelle walked out. Her cock dangled below her but she was rapidly getting used to it. It hadn’t actually… decreased in length. It was still just as long, at around seven and a half inches but now it was flaccid. She found it incredibly amusing for some reason, that she was a shower and not a grower.

‘Sorry clit, you seem to be gone for good.’ 

Noelle walked out, heading for the door. After all, she had plans today! Meredith had gratefully accepted her off of sex and had even invited Noelle to her home! At least, that’s how Noelle saw it. She grabbed her keys and walked outside, heading to her car… naked as the day she was born. By a small miracle that Noelle took no notice of, no one saw her as she made her way towards her car. A brief drive later and she had arrived at Meredith’s house.

And it was a house. Meredith had inherited from her family. There had been talk of moving in at one point but things just hadn’t gone that way and she was happy where she was. If she could get everyone to live together though… well, thoughts for later. Happily, she knocked on Meredith’s door.

She stood there for some time, waiting, feeling the cool air massage her body. It was too early for anyone to be up and about, another small miracle Noelle took no notice. One that certainly couldn’t last. Sooner or later someone would notice her and call the cops. This thought never once entered Noelle’s mind. She was merely done with clothing and hadn’t considered wearing any at all.

Soon, the door opened and Meredith gaped immediately. She wasn’t too surprised at Noelle being at her door this early, but she hadn’t expected her to be completely naked! She had at least worn a bathrobe before hand right?! What was she doing?!

“G-G-Get in!”

Quickly, barely taking in her new changes to her appearance, Meredith practically dragged her inside, heart hammering in her chest.

“Y-You can’t just walk around naked Noelle!”

Noelle looked at her strangely.

“Why not?”

Meredith felt like her good friend had gone insane.

“You’ll get arrested for public indecency for starters!”

“Ah. Hmm.” Noelle thought to herself, trying to figure out a solution to that. Clothes were unacceptable but being captured by the police would interfere with her life and plans. Well, she had faith she could figure something long term out later. As for right now… she smiled.

“I guess I’ll just have to stay here all day, with you.”

Meredith felt her heart quicken a bit. She still remembered Noelle’s offer.

“Noelle, I didn’t, I want to talk to you about all of this. You’re changing and it’s a bit worrying! You aren’t even wearing clothes anymore… are you sure you’re okay?”

“Better than okay.”

Noelle took a step forward and Meredith consciously did not step back. Noelle was large and tall now. The gaze in her eyes said exactly what Noelle had in mind. Meredith… was more worried about her friend than interested. On one hand, sure, sex was great! But Noelle clearly wasn’t acting like herself at all. It would be downright irresponsible to-

“What the fuck is that?!” Meredith practically screamed.

Her eyes had been taking Noelle’s new form in, seeing that this time there hadn’t been very many changes, when she glanced down and saw something that should never be on a woman. As if blasphemy of Meredith’s surprise and shock, Noelle answered simply.

“I grew a cock! And… I’m more than willing to try it out.”

Meredith’s mind nearly fell apart. A cock, a dick, on her friend Noelle. On a woman. Impossible. She… Meredith tried to control herself. Tried to stay rational in an irrational situation. Tried to temporarily put away her fun loving self and focus. This, this wasn’t the time! Emily clearly should have been the rational one but she’d been acting weird in her texts. Madison was clearly going slightly crazy with Noelle’s new self and her feelings. That just left her, Meredith, to try and stay sane. She was going to try and convince Noelle to go to a hospital or something similar, to figure this out, to prevent anything terrible from happening. Already she had no shame, what else about her mind was going to change?

But Meredith stared at her cock. At a woman, that was hot, sexy, attractive, a good friend of hers, and had an actual real cock to fuck her with. Her resolve crumbled like dust, especially as she saw Noelle’s face. The world, Noelle, Madison, and Emily. They’d all just have to forgive her!

She’d always wanted to have sex with a futa!

She began to remove her shirt and Noelle stepped forward, reaching her arms around her, and grabbing her ass. She began to pick her up and Meredith’s eyes went wide. Noelle moved fast, quickly carrying her and bringing her to the bed. Meredith hadn’t even managed to pull off her shirt yet and Noelle was already practically tearing off her pants and underwear with a snarl.

“Stupid clothes.”

Another second and Meredith’s shirt was removed, leaving her lying naked on a bed with Noelle over her. Meredith felt whiplash. Too fast, way too fast. It was all going down way too fast. She had just learned and seen Noelle’s dick only moments ago and she had just, lost control! But damn it, futa was her kink. It wasn’t fair! It was like enticing a mouse with cheese, they just couldn’t resist!

Noelle hovered over here, her eyes roaming Meredith’s body and Meredith felt a slightly nervous smile appear on her face. She had had sex a lot, but not too frequently with friends. Never with Noelle. Noelle may have changed, a lot, but she was still Noelle. Still her close friend. Honestly, she liked Noelle’s new magically changing body a lot! She had even grown a dick!

She had just been worried about her brain but now, well, let future Noelle and Meredith worry about that! Today, she could relax a little right?!

Noelle got on top of her and the full breadth of Noelle’s body really came into play. She was large, her breasts were huge, bigger than her own, and she completely dominated her in terms of all assets. And her dick… Noelle’s dick… she could feel it now, hot, hard, pressing up against her. She could feel its length and width as it pressed up against her. And it was not a small dick by any means.

Meredith had expected a make out session, so she was very confused when Noelle grabbed her head and shoved her face against her nipple. She smiled, understanding what she wanted, and began sucking.

Only to immediately try to pull away!

Noelle wouldn’t let her. She held her head against her nipple, forcefully. Meredith had tried to pull away because something was going into her mouth. But as her tastes registered to her, her eyes widened. Milk?! But Noelle wasn’t pregnant! Unless it was with some kinda weird magic baby… or so Meredith thought. Noelle, very clearly, did not want her to stop. Slight moans of pleasure were already coming out of her and so Meredith found herself drinking her friend’s milk. She had never experienced that before but in moments, she was into it. She was always down to try something new.

As she felt Noelle raise her legs, she realized she’d get to try quite a lot of new things today. She could feel her friend rear back, line up with her hole and then-

“Ah~” 

Hard, hot, warm, a rod of warm steel is what it felt like inside her. She felt herself wrap around her friend, wrap around Noelle’s cock. It felt just like any other man’s cock and the sensation of that inside her and drinking milk from a breast at the same time set her mind aflame.

Noelle positioned herself, moving both Meredith’s head and her breast slightly upwards, at an angle. She firmly held Meredith’s head to her breast with one hand and Meredith was confused for a moment, until she felt it.

Felt Noelle slam into her. Not just once or twice, but repeatedly, quickly, as hard as she could. Meredith felt her back arching as she moaned deeply into Noelle’s breast. Noelle wasn’t slowing down, wasn’t going easy, she was fucking her like she wanted to break her. Meredith’s muffled moans filled the air as well as the sounds of her pussy being slammed into. The bed shook and Meredith was forced to continue suckling Noelle’s teat and drink her milk even as she had the life fucked out of her.

As for Noelle… she felt like she had gone crazy. The second she had pushed up against Meredith, something had felt different. It was like her mind, her dick, her everything had been screaming at her. When she had plunged into her, it had felt like she had stuck her dick directly into an electric socket. It didn’t just feel good, it felt like she had a current of electricity thrumming through her. Her breathing had kicked up, her heart rate had increased, and the absolute primal animal need to fuck over took her.

She pounded away and away and away, thrusting in and out in a trance of pure absolute need. 

It wasn’t related to her transformation in anyway. This part, this was the origin of a species, the original drive of all life and especially of all mankind. She didn’t just want to fuck the hell out of Meredith, she wanted to breed her, fuck her till they both couldn’t move, till their gasping for air.

So she did. She fucked and fucked and fucked. All while holding Meredith to her bossom. She was hers.

Sweat poured off them as they fucked like animals, like more than animals. Noelle felt like she had gone into a trance while Meredith felt like she had blacked out. Yet still she was fucked, and fucked, and fucked. She could hardly move, couldn’t stop Noelle if she tried, and at this point had drank enough milk that she felt full. Time passed and after an hour, Meredith finally felt a new sensation that her tired and exhausted brain barely registered. Wet, sticky. Noelle had cum deep inside her and she began to feel it now. Her mind couldn’t even form coherent thoughts anymore, it had all blended down into sensations and emotions and feelings.

As Noelle finally stopped, and finally she got a chance to breath and relax, she felt even more exhausted than she expected. Her breathing was heavy and the smell of sex was in the air. Familiar but also strange. She had never expected Noelle would be that, dominating.

Minutes passed and Meredith fell asleep slightly. She closed her eyes and began to drift off and away. Her body was tired and felt like it had been used up. Her stomach strangely felt full in multiple ways, as she had drank lots of warm milk and had hot cum pumped into her.

Both lay there in peace and quiet, relaxing in the afterglow.

For about fifteen minutes.

Annoyingly, Meredith woke up a little from light sleep as she felt Noelle turn her around so she was laying flat on her stomach. She groaned a little at that but otherwise tried to relax. Tried, and failed as she felt Noelle put her legs on top of her legs and grabbed her wrists, pulling her arms and body back a little. Meredith’s tried brain tried to put two and two together but it was like she was trying to think through molasses. The position felt familiar for some reason though…

“Sorry Meredith.” A voice reached her. “I’ve always wanted to try anal.”

Anal? Meredith’s eyes widened as she felt something poke her ass. She might normally even be up for it…. But she was so tired. 

“Wah, wai-”

Suddenly, Meredith let out a different kind of moan as she felt her ass rammed into and it only grew louder as it was fucked with the same intensity her pussy had. Meredith’s world exploded into moans and pants and intense sensations all over again and her exhaustion grew and grew. She tried to pull away or say something but…

‘Tired’ 

She felt like she had been stuck and tied to a fucking machine that would never let her go. She moaned deeply as she felt her ass get fucked but eventually, it was all too much for her. Meredith passed out, the feeling of a dick fucking her ass the last sensation she felt.

*****

Meredith woke up to the feeling of a dick inside her. Her pussy this time. She woke up just in time apparently, as she felt more cum be pumped into her. She moaned, feeling more tired than had ever felt and good in a way she had never felt.

The next few minutes were like a blur, but they involved drinking water, taking a piss, and falling back to sleep.

When finally woke up again, the first thing she noticed was the sky. Namely, she turned over, looked out her window, and noticed it was dark out. She blinked blearily, slowing pulling her tired body and mind and spirit together.

When she did, she gaped at herself. She was covered in cum. Way too much cum. It oddly clear but it was still sticky and smelled like cum. Not only that but as she came to a bit more… she could feel it inside her… her pussy, her ass… she swished her mouth a little. Her mouth… what on earth happened?!

“Oh! Hello Meredith, you fell asleep!”

Meredith dumbly looked over to Noelle, who was standing naked, clearly having just gotten out of the shower.

“I had a really fun day today!”

Meredith slowly, achingly slowly, put all the pieces together and then touched the cum on her lips, pulling her hand away.

“Did…. did you fuck me all day?! While I was asleep?!”

Noelle pouted.

“You were awake for some of it! Sorry, you’re body was just way too great… but don’t worry! I made sure to take a shower after I did anal.”

Meredith tasted the cum that had clearly been in her mouth and stared at her friend…

“Oh! No, I took multiple showers of course! I… really couldn’t get enough of that ass hehe.”

Meredith loved sex. Meredith found the current situation, as she slowly put her mind to work, incredibly hot. Meredith also felt like a used sex toy and that was kinda what she had been treated as.

“Boo!” Meredith said. “You have to wait till I’m awake! It’s no fun otherwise!”

“Sorry!”

Meredith was hungry, despite her nearly full stomach… she didn’t want to think about the liquid diet she had had all day apparently… Noelle was scary! Way too scary!

As Meredith got up, groaning as she felt like she had been run over by a train, she dragged herself to the shower. Shower, then food. She could feel fresh and dried cum on her and that wasn’t okay.

Noelle, for her part, was feeling awesome, amazing. She could not have asked for a more perfect day. Vagina, ass, shower, ass, shower, vagina, mouth, ass, shower. That had been her whole day and she wished she could have days like that all the time. Her dick didn’t seem to have any limits! Well, besides needing to wait inbetween for a little while. But then it was ready to go right away! She wished she could’ve done more, but she did want to save the more fun and experimental stuff for later when Meredith or Madison or whoever she had sex with next was more awake. Who knew Meredith would get tired so easily? Noelle shook her head at her friend’s low stamina.

She couldn’t wait to try out Madison and see what sex with her was like!

****

Madison was having a bit of a rough day. She only learned that her friend’s entire body was changing a few days ago, yesterday she had seen her completely naked and today? Today… today her friend was visiting Meredith. She had tried to call and Noelle had even picked up once!

She wished she hadn’t. She had grunted while talking and when Madison had asked what she was doing, Noelle had laughed and then answered simply.

‘Meredith of course!’ 

Madison had immediately hung up and jealousy and shock had flowed through her heart. She finally couldn’t take it anymore, especially after what she Noelle had offered up yesterday… she, she, could she even do that?! Noelle, this wasn’t like Noelle at all! She had changed so much…

But still, Madison’s heart hurt and she couldn’t resist. She had texted her, asking if she wanted to come over tomorrow. The reply had been nearly immediate.

‘Of course! I’ll see you tomorrow <3’

And now? Now her heart beat heavy in her chest as her imagination ran wild. She didn’t even know what Noelle looked like anymore! She, had changed so much, every single day. What would she look like tomorrow, when she came over?! She had tried talk to or contact Meredith, but she hadn’t gotten an answer from her phone all day.

Madison lay in bed. It was late. She was slowly drifting off, calming down from her nervousness and excitement and worries, when she got a text from Meredith. She glanced over at it, and dropped her phone.

‘She’s got a dick now.’

That was it. A single line, that shattered Madison’s worldview.

Madison wasn’t going to get much sleep tonight. But as her hand slipped under the covers and her imagination caught up to the rest of her, she may get at least a little bit, from exhaustion if nothing else.

****

Noelle pouted. After Meredith’s shower and they both ate some dinner, it was time for bed. Except… Meredith didn’t want to have sex or sleep with her anymore!

“Nope! No way. You were way too crazy today. It was…” Meredith physically shivered in joy and pleasure for a moment. “Amazing but I gotta sleep you know! So off you go, to the guest room. We’ll deal with you in the morning. Good Night Noe.”

And then she had, gently, but firmly, closed the door on her. Noelle was shocked. Who got tired of sex?! Sleep was great too… but sex could come first couldn’t?! She shook her head in exasperation. Meredith’s low stamina was coming into play, wasn’t it? At least, so she thought to herself.

Noelle headed off to the guest bedroom and soon, Meredith was barraged with loud moans coming through the wall. She stared at the ceiling, with mixed feelings. That had been the best sex of her life, the idea of what happened after she passed out was amazing, and even now she could feel an odd warmth that wasn’t leaving her. But still… maybe she should get sound proofing put in… and some chains.

Noelle was a bit too good at sex with that new dick of hers.

*****

The night passed, dawn broke, and Noelle opened her eyes.

Her body had changed once again.