Noelle woke up feeling magical. She stretched, her body feeling totally relaxed. Yesterday had felt like a watershed moment. Sure, she had felt amazing having sex with Emily but… it was so much better with a dick. Oh, she’d have to revisit Emily soon enough. It had been far too long since she’d seen her. And she certainly had something new to show her. But as for right now? She needed to see what today’s changes had brought her.

She got up and walked out of the room, already feeling a few changes. But she’d wait till she could see herself to really take notice of them. As she passed by Meredith’s room, she had an incredible urge to go in and dominate her. She was hers after all right? To do with as she pleased-

Wait, no! What was she thinking?!

Today was dedicated to Madison, she couldn’t stick to just one woman! That was crazy talk.

Huffing to herself, she continued to head towards the bathroom. Honestly! The idea of dedicating all her time to just Meredith was ridiculous. She needed to get as many people as possible underneath her. They all deserved to feel just how great sex was.

She finally reached the bathroom and stared at herself in the mirror. A smile spread across her face. Oh, where to start? Well, for starters, her height had certainly increased again. A small but noticeable change. She might have only gained a few inches, but just where would that take her? How tall would she become? It would be exciting to find out!

Next thing she noticed was her hair. It hadn’t gotten any longer this time either, but the color had continued to change. It was far from normal now, now fully full of red and pink shades. She smiled at it. It was an interesting change. She couldn’t tell which way it was going to swing, either red or pink, but it seemed to be leaning more towards pink. It was beautiful either way to look at it.

Her eyes fell down onto her body… and looked at her breasts. Still the same size. She clicked her tongue but that made sense. There sadly, was such a thing as too big. But maybe if she continued to get taller… well either way, while they may not be bigger, they had changed slightly. Her nipples had gotten a bit longer, probably to make it easier for people to suck out her milk! Her Areola had also gotten nearly completely brown while puffing out just slightly.

But it was her whole body that had changed the most. She could strangely tell she was… lighter? And her body reflected that too. Her body had become more toned and muscular. She looked far more athletic than she did just yesterday. It was like her whole body had puffed up, only to start condensing back down. And she definitely felt dense, despite her weight change. She felt… stronger. Much stronger. She held up a hand and squeezed, feeling strength she’d never possessed before, smiling. Well, she may not have asked for it, but she wouldn’t exactly say no to it either.

Her eyes trailed down her body and saw the most recent change to her entire biology. Her dick. The words made her smile, almost as much as staring at the changes to it. She was a shower and her dick clearly had a lot more to show her. She was horny by default and her dick was already up and ready to go. Which let her see just how long it had gotten. She reached down, carefully running her hand up and down her cock. Probably 9 inches now? And thicker too. She really had quite the monster now didn’t she? Slightly white fluid now ran down her cock while fluid ran down her leg from her vagina.

But that wasn’t all that had happened now was it? She reached a bit lower, feeling tiny bumps underneath her cock but above her vagina. If those were what she thought they were going to be, well that was very interesting. Especially with how her fluid had changed colors. She had never entertained the idea of impregnating someone before but now? The fluid coming out of her increased in volume as she thought more about it.

‘Yes, just as it should be.’ She thought.

She did raise an eyebrow at her pubic hair though. A significant amount had fallen out. She huffed. All that time to increase it, only for it to then leave. How strange. But she at least smiled at it matched her hair now fully. Now that it would matter if it kept falling out like this.

She looked over her body one more time for any other changes and besides the fact that she was generally more ‘leaky’ with fluid coming out her dick, nipples, and vagina, everything seemed about the same. On a second pass through, she did notice that despite her dick growing ‘naturally’ it appeared to be circumcised, which struck her as incredibly odd but she could only shrug in response.

Satisfied for now, she began to head outside. Ah, but first, she made sure to grab her phone and send a text to Madison. She always was a late sleeper.

****

Madison had almost not slept at all. Her mind had gone crazy, thinking about Noelle. She hadn’t seen how she looked in days. She had no idea how she looked now! And not only that… but she apparently had a dick?! She had tried to contact Meredith but it was late and she must have been asleep.

Her mind had whirled, thinking about how Noelle had visited Meredith right after Noelle had made the offer. Thinking about what they must have done together! S-She had a dick. Her friend, her best friend from childhood had changed so much! And she was visiting her tomorrow. 

She felt like screaming into her pillow and she hadn’t calmed down at all. Her mind had just kept going back to her coming over, to her being naked, to wrapping her hands around her and-

Madison had ended up having a… active night with her hands and imagination. It was the only reason she had any sleep, exhaustion. And now? Now it was today and it felt like her mind was going even more crazy. When she got the text from Noelle saying she was coming over, she practically went into hysterics.

She tried to stay calm, to focus, to relax. But it felt like she was going to panic again at any moment. The waiting was killing her. She nearly jumped two feet into the air, when she heard a knock on the door.

She hurried to answer it, the anxiety getting the better of her. She practically flung it open, to see a smiling woman in front of her.

Madison took a few steps back in shock, her surprise total and complete. If anyone had told her this was Noelle, she never would have believed them. She didn’t look… anything like her.

Red and pink long hair, massive breasts, tall, so, so tall. But not just that, she looked athletic, like she worked out regularly. She looked like an amazon goddess to her eyes. But trailing her eyes down further, she caught sight of what she had been warned about. Her jaw dropped open, staring at it.

A dick. A penis. A cock. Long, thick, already leaking. Already out. Because Noelle was totally and completely naked.

She walked in, closing the door behind her. Noelle kept walking, reaching for her. Madison’s pupils shook as Noelle began pulling off her clothes.

“Hi Madison!” Noelle said, already pulling off her shirt. Madison didn’t exactly struggle, she was too stunned and shocked for that, but she did stammer out a little.

“You, what, how are you, what, what are you doing?!”

Noelle snorted with derision. “Getting rid of these annoying clothes.”

Madison’s mind felt like it was falling to pieces, but in the best way possible. It was like a dream she had never had was coming true. A fantasy she had never earned or desired had been made manifest. Madison had always wanted Noelle and now… she was getting exactly that but in a way she never even considered! She had changed so much but… it was still her… right?

Madison had always been a little submissive but the reality, the earth shaking new reality, was too much for her. She found herself swept away with the flow, as Noelle gently pushed her down to the floor and began removing more than just her shirt. She shivered as she lay there and Noelle stood above her, towering over like a God.

“Come on, get up a little.” Noelle said with a smile.

Madison began to get up, sitting and beginning to stand, only for Noelle to put her hand on her head.

“No no, on your knees. I want to do this with someone awake.”

Madison blinked in confusion, getting on her knees, before she realized exactly what she was nearly eye level with. Said eyes widened, as she stared directly at Noelle’s cock. It had seemed massive before, but now? Now she felt it was gigantic. She swallowed, lust and nervousness rising within her. N-No way, she, they, they were really going to, to do this?

She looked up, past Noelle’s massive cock leaking out, past her huge breasts dripping out fluid, into Noelle’s eyes. She was smiling down at her.

“Wai-” Madison tried to say, only for the hand behind her head to suddenly push her forward. Instantly, Madison could feel as a cock pushed into her mouth. Felt it roll over and begin to leak onto her tongue, felt her lips go around it, felt it push farther and farther until she began to gag on it, and go further still. She felt as her lips touched the base of Noelle’s shaft, as her dick went down her throat, as she was made to deep throat her.

Tears lightly filled her eyes, not out of emotion, but because she was still gagging a little. She had never taken something so long down her throat before and she was struggling to get it under control.

She had plenty of time to practice, as Noelle seemed content to make sure she wasn’t allowed to back up her head at all. She was held, quite strongly, right against her. Minutes passed but eventually, she did get herself under control and when she did… the full reality if the situation hit her like an explosion. She was, she was sucking Noelle’s cock. Noelle’s cock was deep inside her, deep insider her mouth. Something in Madison gave up and finally, she just let herself out. She began to make out with Noelle’s dick, licking up and down the shaft in her mouth, tasting the cum? The liquid in her mouth. She pushed out her lips, sucking on it and passionately pleasuring it as best she was able.

Suddenly, she felt Noelle put both her hands on the side of her head, and begin to pull her off. More liquid leaked onto her tongue, as it nearly fully pulled out, Madison looking up at Noelle as if drunk. Then Madison’s eyes widened as she was rocked back down onto her shaft, gagging from the suddenness of it. As she felt Noelle begin to quickly pull her head back, as she realized she wasn’t about to give a blowjob but was about to get her face fucked, a hint of fear rose up to join her lust.

*****

Noelle felt amazing! She had done something like this with Meredith while she was asleep but truly, it was so much better with someone awake! The positioning was so much better and she didn’t have to go so slow. She had gone slow at first, simply basking in the feeling of Madison’s mouth around her cock, and she had even gotten really into it! Her tongue had felt amazing.

And then she had sped up a bit. She made such cute noises! It made her want to fuck her face even faster…

And how it felt… Madison’s tongue brushing underneath her dick, her lips around her, the heat of her breath flowing all around her, it was amazing. She could feel her fluids begin to coat Madison’s mouth, her own saliva adding to it, making her mouth wetter and wetter. After a dozen minutes or so, as she continued to pound into Madison’s face, she finally felt like she had reached her limit and smiled as she came deeply into Madison’s mouth and face, shooting her load inside her.

The great feeling of cumming washed over Noelle, as she thrust one last time into Madison’s face and held her against her. She had made cute little sounds the whole way through and now as Noelle’s fluids coated her fully, she made them even louder. Finally, she felt Madison swallow and that was when Noelle finally released. After all, it was important to get your protein, she thought, chuckling to herself.

Madison fell backwards, gasping for air and coughing a bit, getting some liquid and saliva flowing down her mouth onto her breasts.

****

GASP

Madison could breathe! She coughed a few times, finally free from choking on cock. It had been incredibly hot, but her face also felt used up. She laid back onto the ground, feeling spent. She had sucked Noelle’s cock and it had been amazing… and way too much. A shadow went across her eyes and she blinked up, looking at Noelle smiling down on her. Madison felt soaked, in more ways than one. Even now she could feel the warm liquid from Noelle’s cock inside her.

Suddenly, Noelle was much closer, as she squatted down and picked Madison up. Madison was surprised but then smiled, leaning into her breasts. She was being carried in a princess carry! Noelle might be… a bit rough, but this seemed nice.

She felt that way right up to the point where she was put into bed… and then felt Noelle get on top of her. She blinked, staring up into her gorgeous eyes. It felt like her breath was being taken away. She leaned in for a kiss… only to have her head shoved into her breast. She blinked in confusion, before realizing that she could taste something. Milk. She had noticed before but everything was happening all at once. Too many things were going on and she was still just going with the flow. While some part of her mind rebelled in abject confusion, Madison mostly just accepted it, and began sucking, drinking Noelle’s breast milk.

She felt something hard in between her legs, Noelle’s dick from earlier. She ignored it, thinking they were just going to lay there in silence and peace for a while, before she felt a hand spreading her legs. She blinked in surprise once again, and her eyes opened wide as she felt Noelle lean down.

‘M-more?! Already?!’ She thought.

She realized Noelle was about to actually have sex with her, about to actually shove her dick inside her and her face went red, shoving her head further into Noelle’s breasts. Noelle smiled, happy that her woman wasn’t resisting her touch, that Madison was more than happy to continue instead of passing out, lined up her dick with her entrance.

Madison’s heart was racing and then suddenly, she felt it as a cock went inside her. She moaned deeply into Noelle’s breasts, hips grinding against her already. She wanted more, more. She wanted to be fucked and dominated.

Noelle certainly obliged, as with the same intensity she had fucked her mouth, she began laying into her vagina. She felt like she was getting pounded by a jackhammer as Noelle rammed, hard, into her again and again, pulling out moans from her, as milk continued to flow into her mouth.

Her laps wrapped around Noelle, as she felt arms curl around her, and the time began to fly away as two women(?) became deeply entangled with one another. One thrusting her dick deep inside, feeling how tight the other was was, feeling her lips upon her breast, sucking out her milk. The other one feeling a hard shaft plow into her, feeling milk and other liquids pour into her, and feeling strong arms wrap her into love making.

It finished as all sex usually does, with a bang. Noelle thrusted and this time, stayed inside as she came deeply into Madison. Madison had felt it before, in her mouth, but now she felt just how much cum Noelle had, as she immediately felt like she was being pumped with water rather than cum.

They both just breathed heavily in ecstasy, pure joy and happiness radiating from both of them surprisingly. She had never imagined it like this but Madison had finally had sex with Noelle, had finally slept and gotten together with her childhood friend. It felt like it was magical, straight out of one of her deepest desires, in a manner of speaking. She had never imagined the dick being part of the equation or the transformations or the mental changes but she was happy, mostly, to accept all of them. After all, she had greatly enjoyed the dick that was still inside her.

As for Noelle, how couldn’t she be happy? She had gotten to fuck and spread her see, unready as it still may be. Still, it was ready enough, she thought with a smile. She didn’t quite know what it was ready for, she knew it wasn’t pregnancy, but a whisper touched the back of her mind. A small thought she didn’t quite yet understand.

It was spreading. 

She looked down at Madison, a smile on her face.

“You’re still awake! Good. Maybe it’s the ass that causes tiredness? Well, we can get to that later then.”

Madison smiled, having absolutely no idea what Noelle was talking about. She was just happy right now. But she felt it when Noelle suddenly pulled her dick out and stepped off to the side of the bed. Madison was confused, till she was brought to a sitting position, her legs hanging off the side of the bed. Noelle stood in front of her… with something else in front of her as well.

“Well? Go ahead!” Noelle said, happiness in her voice.

Madison froze in shock. Noelle’s dick was in front of her, yes. She had sucked it off earlier, yes. But… now it was different. It was absolutely soaked in both Noelle’s cum and her own vaginal juices. S-she wanted her to…

She carefully leaned back, only to feel Noelle’s hand on the back of her head. Sweat began to bead her forehead. She carefully turned her head away before beginning to speak.

“H-Haven’t we done enough for now? A-And if you want to do more…” She could scarcely imagine doing more right now! Noelle’s libido was insane! “T-There are other…” Noelle began to bring her head closer, so she spoke quickly. “Vagina! Ass! At least take a shower!”

“It’s more fun this way!” Noelle replied cheerily.

Madison could only lament her fate, closing her mouth tight as the dick was brought forward.

‘Ew ew ew ew, no no no.’ She thought.

That should have worked… till one of Noelle’s hands began tickling her. She tried, she tried to keep her mouth shut but soon, she couldn’t hold back her laughter and that’s when Noelle made her move.

“Noelle you jerk-!” Madison tried to get out, only to have a very wet and mixed tasting dick shoved into her mouth. The smell alone was unlike anything she could have ever imagined.

As Madison was busy gagging for multiple reasons, a different woman was beginning to wake up…

****

Meredith woke up feeling… amazing. She felt like she had had the best sleep of her entire life. She felt a warmth inside her and wetness around her crotch. Yesterday’s… events came flooding back to her mind and she had to shake her head at herself. That had been… pure insanity. But if she felt this amazing every time she woke, she would have to do it more often… in much, much smaller doses.

She got up and got dressed, quickly noticing that Noelle wasn’t here. She had left the door wide open, after all. Meredith sighed in exasperation. She had probably been too excited and just forgot. After all, wasn’t she visiting Madison today?

For some reason, Meredith’s worry of a few days ago about Noelle just seemed so much… lesser now. She was having a really good day and thought it weird but ultimately shrugged. She’d have to get use to reality eventually and this was probably a good starting point. She’d always been more free with sex and it seemed like Noelle was too. Way, way too much but… she didn’t hate it either. She would need some help though. She needed to wear clothes! She couldn’t just walk around naked all the time. And what about work?! She had taken the day off yesterday, and now it was the weekend, but they really needed to get to work on monday!

She sighed and headed towards the bathroom to freshen up. She walked in and something about the mirror had her staring at it. Something had caught her eye. She looked at it and frowned.

Had her hair always been this long?

She would need a haircut soon.

****

Madison was quickly finding out that Noelle was relentless. And that her body was, not at all, normal. She leaked milk nearly constantly and always seemed to have more to give! That would have been fine… except she felt like a gallon of her breast milk had made it to her stomach at this point. And that wasn’t the only thing sloshing around in there…

Madison had ‘gotten use’ to having a cock soaked with her own juices in her mouth by now. She had had to. After Noelle had gotten done with her mouth for a second time she had moved back to her vagina and Madison had nearly fainted in shock at realizing what her day was going to be like. On one hand, a deep, deeply ingrained part of her was happy and satisfied and horny and feeling amazing. It was, in many ways, better than any fantasy she could have ever had. She never imagined enough and even if she tried to, this experience would have blown it away. She was being absolutely fucked endlessly by Noelle, who now had a cock of all things and a very… beautiful and big body. Muscular and thick, all rolled up into one. Not to mention toweringly tall. 

On the other hand, her body was tired and she was getting fucked… whether she liked it or not. Noelle had made that very clear over the past few hours. After Noelle had fucked her vagina, again, cumming all over the front of her body, she had turned her around. Madison had laid there like a dead fish, utterly drained. No wonder Meredith had only gotten one text off to her, it felt like she was stuck to a machine that wouldn’t be satisfied, ever.

That was when Noelle had lined up with her ass. Madison had tried to say no…. Try being the key word. Noelle was being… a little too dominant. Not that Madison didn’t like it, but still. The anal had felt awesome, even causing Madison to orgasm deeply, but still. Too much was too much!

And nothing had shown that more, then when Noelle had tried to do her mouth right after.

Madison had hard refused, demanding she at least take a shower. And for a horrifying moment, it seemed like Noelle was going to ignore now… before grumbling and heading that way.

That was her only source of break right now. She knew that in a few moments, Noelle would be back. Noelle had made a few comments about Meredith falling asleep and Madison finally understood. She was so freaking tired. But if she fell asleep… she shuddered at what Noelle might do to her. No! She had to stay awake!

****

Hours had passed and morning had become noon and then had become night. Noelle once more had a great day, no, not just a great day. Today almost felt right and perfect. As if what she almost always meant to do. She wondered about that almost but just accepted it would be revealed in time.

Also! Madison had a much higher stamina then Meredith! She stayed awake all day! It made her so happy to see her childhood friend accomplish so much. It made her feel proud.

She finally stopped, sadly still needing sleep. And food. She hoped some of those pesky things would go away as she continued to change. As she finally stopped, Madison looked at her, looking utterly mind broken. She wasn’t, she had just had a little too much. She looked at Noelle, making sure she wasn’t going to try and go from Ass to Mouth for the fourth time that day, making sure she wasn’t going to try anything. She looked at her, looking practically drunk off pleasure, and then promptly passed out the next second.

Noelle was tempted to do more but… she needed rest. After all, tomorrow… she was going to visit Emily!

She was the first of her friends she had had sex with and she hadn’t seen in her so long! In fact, it had been at least two days… did Emily even know she had a dick? What a nice surprise it would be! Not to mention she regularly went to the gym. If anyone had tons of stamina to spare, it would be her. She could even do a few more… draining activities with her.

She smiled, resting next to Madison. She really, really, was going to go to sleep but… well… there was no reason she couldn’t go to sleep warm right?

She slipped herself into Madison’s vagina, held her close, and slowly nodded off.

What a perfect day.

****

Emily sneezed. She had been reading up on aliens and magic. She had no idea what going on with Noelle and probably never would. But she needed something. She had vanished recently and she had gotten nothing from either Meredith or Madison. Considering she hadn’t gotten any response, something had probably happened. She just didn’t know what.

But she had a bit of an ominous feeling about it.

Though speaking of… she did want to see Noelle again. She was a close friend, one she had sex with. She wasn’t really the ‘fling’ type. It just didn’t feel good for her friend, with benefits, to suddenly disappear on her.

That ominous feeling came back stronger and she had a feeling she would be seeing Noelle again very, very soon.