Chapter 4: Gwen
Leslie marched her way down the street, passerbys gazing up at her as the eight foot tall amazon strode towards the library with a stiffening cock in her witche's skirt. She could feel her heart pound in her chest as both the lust of John and Leslie filled her mind, imagining the chubby geek toppling her and forcing her control on the futa. She shook her head and decided to fantasize later and get to Gwen as soon as possible.
Leslie entered the library, the silence and musty atmosphere just as she always remembered it, and passed by the annoyingly bright and colorful auto kiosk for book checkout to find her chubby best friend. She sniffed the air and picked up two amazing aromas: the smell of Gwen's unique scent and a bacon pizza. She sniffed her way to the back of the library like a bloodhound, cock throbbing in her skirt as she drew closer and found Gwen lying on her back in the break room, a book in one hand and a soda in the other.
The bookish geek looks up and spots Leslie, takes a deep sniff of the air, and tosses her book to the side. She smirks and spreads one of her legs out, intentionally tempting the hulking futa.
"Leslie... God damn girl, you got big! Ooh, let me guess, you finally got John like you said you would? Bout damn time! Ooh girl, he looks good on you! C'mere and let me take a look at you!" Gwen chuckles as she sits upright for Leslie to approach.
The gigantic futa strides to the couch and sits down, her breathing hot and hard as she struggles with her words. "G-Gwen... I... uh... I wanted to"
She doesn't get to finish before Gwen puts a hand over her mouth, her other hand grabbing the bottom of her shirt and pulling it up to free her breasts. "Girl, you walk in here with a foot n' a half of she-meat. All you gotta say is you wanna fuck!"
Leslie is speechless, but in an instant her magic clothing vanishes to reveal her huge cock and throbbing balls. She instinctively reaches a hand over to Gwen and cups her cheek before pulling her into a deep kiss. Their tongues dance as Gwen shimmies out of her skirt and panties, then as they break the kiss and look into each other's eyes panting Leslie speaks.
"God I love you. Never afraid, always horny, and you don't give a fuck about anything." Leslie moans, her hands reaching out and caressing Gwen's breasts.
"Damn right! I don't give fucks or take fucks, I just fuck period." Gwen punctuated her words by gripping the futa's cock in both hands, wringing it like a vice and jerking her off to get a dollop of pre to drool out into her waiting mouth. She slurps up the sweet nectar, then licking her lips she rises to straddle Leslie's lap, putting the cock between her fat ass cheeks. "You aren't fucking me. I'm fucking you. I'm going to take this dick and ride it, and you better play along. Got it?" Gwen said, her voice low and sultry.
"Sure thing, babe," Leslie said, a smirk playing at the corners of her lips. "You're the one in charge here."
Gwen nodded, her eyes flashing with excitement. She reached behind her and positioned Leslie's thick cock at the entrance to her dripping wet pussy.
"Ready?" she asked, her voice breathy and husky.
Leslie nodded, her heart pounding in her chest as she felt Gwen's warmth surround her tip.
She wanted to thrust upwards, to feel Gwen's tight pussy swallow her entire length, but she held back. She wanted to let Gwen take control, to let her ride her at her own pace.
Gwen slowly lowered herself down onto Leslie's cock, her pussy stretching wide to accommodate the thick shaft. She gasped as she felt Leslie fill her up, her muscles clenching around the cock as she took it all in.
Leslie's fingers tightened in her hair as she drove her hips forward, pushing deeper and deeper into Gwen until she bottomed out inside of her, balls slapping aggressively against Gwen's swollen pussy lips.
Gwen moaned in delight, grinding her hips back to meet Leslie's thrusts. Her eyes were closed, her face a picture of pure pleasure as she rode the cock with wild abandon. Leslie's fingers tightened in her hair, tugging at the roots until Gwen's head threw back, a scream of pleasure escaping her lips.
Her pussy clenched around Leslie's invading cock, squeezing and relenting in a hot, wet rhythm, her body struggling to accept the impossible girth. Leslie's hand shot out to grip her hip, pulling her into a rougher, faster pace.
"Holy fuck... Leslie...you're so big...god, I can feel you hitting my fucking cervix...so deep...oh shit...I'm...I'm cumming!!!" Gwen screamed, her body shaking as she orgasmed around Leslie's throbbing member.
Her juices coated Leslie's dick, her walls rippling and milking the futa's massive cock. Her hips hammered against Leslie's pelvis, riding her to the hilt, pressing her tits into Leslie's chest as her own nipples were pinched to hard peaks by her magic top hat. Leslie groaned, her balls tightening as she felt the tickle of Gwen's egg swimming in her juices, her body rejecting the fertilization by spasming in violent contractions.
"Oh damn, Gwen. Your pussy is trying to choke my cock again. Do you remember how many times it has done that already?" Leslie asked with a laugh, her hips snapping forward with a quick jerk.
Gwen shuddered in delight as she felt the throbbing length of Leslie's manhood pushing back and forth in her body, her hips bucking and grinding in time with each thrust.
"I don't give a fuck, Leslie.
I just want you to fuck me hard, make me cum until I can't take it anymore," Gwen moaned, her pussy clenching around Leslie's cock as she rode her with wild abandon.
Leslie was more than happy to oblige. She let go of Gwen's hair and wrapped her arms around her thick waist, pulling her down harder onto her cock. She could feel the head of her shaft bumping up against Gwen's cervix with every thrust, making her moan and writhe in pleasure.
She ground her hips upwards, desperate to fill her deepest depths with her futanari cream. Leslie's tight ball sack rode along the curves of Gwen's ass, each bounce providing a soft slap against her tanned skin. Leslie's hands moved down from Gwen's waist to grip her luscious asscheeks, pulling her down harder onto her cock. Gwen screamed in delight, feeling the full length and girth of Leslie's dick plunder every inch of her pussy.
The hulking futa's hands on her waist were like vices, holding her steady as she sank further and further down onto the massive shaft.
"Ooh god, Leslie, your cock is so goddammed huge, I never thought something that large could fit inside me!" Gwen moaned, her breath coming in ragged gasps. She could feel every inch of Leslie's cock stretching her pussy, filling her heart with a burning heat that made her whole body tremble.
Leslie lets out a deep chuckle as she bucks her hips herd into Gwen's cervix. "Don't worry, I plan on letting you take much more than this."
Magic surges in the air as pink tendrils writhe and flex, flowing up and sinking into Leslie's thigh and Gwen's belly. The dark hared female throws her head back as her moist tunnel clamps down like a vice, then as it loosens she finds it so much easier to accommodate Leslie's size. At the same time the witch lets out a deep groan as her shaft thickens and becomes flat at the tip, a flare forming inside of Gwen. Her balls double in size, sag, and hang over the edge of the couch as the lusty librarian rides her friend. Her new horse penis throbs with hot need inside of Gwen, it's flat head smothered against her tight cervix.
Leslie's body earlier inched ever so slightly toward submission as the magical enhancement expanded her, stretching andally her walls. But now she smiles a wicked smile. It's time to reassert her dominance. Magic begins to crackle and surge in the air again. Gwen's eyes open wide in shock and fear as every inch of her womanhood expands to accommodate Leslie's massive cock. She lets out a scream of pain and desire as her pussy stretches and ripples, accepting the impossible girth with a fiery heat radiating from her core.
Leslie grins as she looks down to see Gwen's belly swell with her expansion, growing plump and round with the bulk of Leslie's magic.
The futa keeps a steady pace, thrusting in and out as she feels the magic flow between them, mixing and swirling together to form a burning blaze that seared their very souls. Leslie felt every inch of her cock sinking deep inside Gwen, her hands digging into her plump ass to pull her harder onto her shaft.
Gwen threw her head back, her dark hair cascading down her shoulders as she moaned in delight, feeling Leslie's cock fill her again and again.
"Oh God, Leslie! It feels so fucking good! Don't stop," Gwen panted, her words punctuated by the sound of their hips slapping together.
Leslie leaned forward, her tongue snaking out to lick a path up Gwen's neck before she captured her friend's lips in a deep kiss.
The magic continued to surge, flowing deeper into Gwen. Her rectum began to fatten and balloon, her insides churned and moved, and her breasts grew hot as they filled with a rich cream. She did not know it, but Leslie's magic was reworking her to be another breeding ground for the powerful witch, her holes becoming fertile wombs ready to spawn dozens of young. The futa continued to ram her horse cock against Gewn's cervix as her aching balls bloated, filling with hot slime ready to impregnate any hole.
She could see the pressure of her magic against Gwen's belly, warping and expanding it as her cock tunneled deeper into her friend's soft womanhood. Leslie could also feel the tendrils of magic weaving through her own muscles, hardening and expanding her flesh. It tickled, feeling like a hot ache deep in her muscles, like someone was poking and prodding at her.
The tickling feeling became more intense as Leslie felt the first sensation of explosion building in the swollen orbs.
She squeezed her eyes shut as a violent spasm rocked through her body. Leslie's cock throbbed and gushed with white-hot jizz, filling Gwen's tunnel to the brim. It was so intense that Leslie's vision blurred momentarily.
"Ahh, fuck... Gwen, I'm cumming inside you!" Leslie hissed as she continued to spurt more and more of her seed into her chubby friend.
Gwen's walls clenched tightly around Leslie, a fierce heat radiating from her core as she eagerly drank up the futa's potent jizz.
"God damnit, Leslie! You're filling me up so fucking much! Your balls are so huge and full, I can feel them slapping against my ass! Keep cumming in me, I want to take all of you!" Gwen screamed, her own pussy juices coating Leslie's balls as she ground herself down onto the huge cock.
She could feel every muscle of her pussy rippling and straining to accommodate the massive rod. Leslie's cock head was pressed hard against her cervix, and with each thrust it felt like it was trying to break through and reach her womb.
Leslie grinned wickedly at Gwen's reaction, her own climax building. She pulled Gwen even closer, her hands roaming over the larger woman's sweaty curves. Her fingers danced over Gwen's nipples, tweaking and pinching them until they were hard and sensitive.
Gwen gasped and moaned, her pussy clenching around Leslie's cock with every pull and twist.
Leslie's thrusts grew more erratic, her own orgasm right on the edge. She could feel Gwen's body trembling with pleasure, her pussy clenching and releasing around Leslie's cock in waves.
With one final thrust, Leslie came hard and deep inside Gwen, filling her to the brim with hot, thick jizz.
Gwen screamed in pleasure, her whole body shaking with the force of Leslie's orgasm. She felt the futanari's magic coursing through her body, filling her with a burning heat that radiated from her pussy to her very soul.
She released a torrent of her own juices, coating Leslie's belly with cream.
The power of their combined orgasms was almost overwhelming, leaving both women panting and weakened on the couch.
But Leslie still had some magic left, and she was determined to make the most of it.
She reached down to grab Gwen's swollen belly, her fingers sinking into the soft flesh. "This is just the beginning, Gwen. I'm going to fill you up with magic until you're about to burst."
Gwen's eyes opened wide at Leslie's words, but there was no fear in them. Instead, she looked excited, eager even.
She bit her lip and nodded her head, giving Leslie permission to proceed.
"Alright then, let's have you on top," Leslie said, her voice low and slick. She grabbed Gwen's hips and lifted her up, guiding her onto the gigantic, hard horse cock.
Gwen's body trembled as Leslie straddled her, her thick thighs spreading wide to accommodate the giants' girth. She slowly lower herself into Gwen's ass, her rounded hips pressing against the librarian's bubbly ass. Gwen let out a sultry moan as her backdoor was breached, the unused hole fighting to spread open and allow the equine dick to sink inside.
Leslie's strong fingers dug into her thighs, guiding her down onto the length as Gwen's own hands splayed on Leslie's muscular chest for support.
"Oh fuck, Leslie. It's so goddamn big. Your balls, they're fucking huge too," Gwen grunted out as she sank down further, her clenched walls slowly relaxing around the hot, raw shaft.
Once fully seated, Gwen sat still for a moment to let her body acclimate to the thick intrusion.
Leslie's hands slid up Gwen's arms and grabbed hold of her shoulders to help her move up and down, the new position forcing the massive shaft to move deeper within Gwen's virgin rectum.
"Ahh god, Leslie! It feels so fucking full back here! I never thought I could take anything this big!" Gwen exclaimed, with equal parts pain and pleasure in her voice as she slowly rocked back and forth.
She could feel every inch of the cock pulsing and throbbing inside of her, filling her to the brim.
"Goddamn, Leslie, this feels so fucking good. I can feel every inch of that horse cock filling me up, thrusting deep inside my ass." Gwen moaned, her breath hitching with pleasure.
Leslie smirked wickedly and started to thrust her hips upwards, making Gwen slide up and down on the shaft.
Leslie's shifts in momentum drove the full length of her massive cock deeper and deeper into Gwen's tight ass, causing her to moan and writhe in pleasure. The magic started to flow again, creating a Pacman pattern of ripples going up Leslie's length whenever she moved.
Gwen's eyes rolled back in her head as she felt the heat and weight of the futa's balls pressing against her breasts. "Oh, shit... Leslie...keep fucking me...Your cock feels so big...
I love it!" Gwen moaned, her voice filled with lust.
Leslie's hands roamed over Gwen's body, squeezing and groping her breasts before sliding down to grip her hips and pull her even harder onto her cock.
"You feel so fucking good, Gwen. Your ass is so tight...and your pussy...fuck!" Leslie groaned, feeling Gwen's hot pussy juices coating her belly and inner thighs.
With each thrust of her hips, Leslie felt her orgasm building deep within her balls. She drove her cock even further into Gwen's rectum until she hit the familiar sensation of a tight ring of muscle deep within. Just like how she had reshaped Tim, so too was Gwen now hiding a womb within her bowels. She hammered the cervix like a sledgehammer as her sack grew tight, her orgasm bubbling up to the slit of her dick as the muscles gave up and allowed the blunted tool to ram into her uterus.
"I'm going to fill every part of your body, Gwen. Every inch of your very being, I will claim with my seed." Leslie groaned, sweat running down her brow as she fucked the librarian relentlessly.
Gwen was moaning and screaming continuously, her pussy dripping onto the edge of the couch and her tits swinging obscenely above her belly as she rode her friend like a prize stallion.
"Are you ready for more, Gwen? Are you ready for all of me to fill you up, every inch, every hole?" Leslie asked as she felt the tickle of her impending orgasm.
Her balls had grown tight and hot and were already boiling over, her creamy white slime ready to burst forth at any moment. When Gwen responded with a nod, her tits bouncing in confirmation, Leslie knew it was time to give this needy slut everything she deserves.
With renewed vigor, Leslie's strokes became harder, faster, and more punishing. Gwen's eyes rolled back in her head and her body convulsed, screaming in pleasure as she felt herself being filled beyond the point of reason.
The futanari's chest heaved as she thrust again and again, driving her meaty cock deep into Gwen's gut until Leslie's balls were threatening to burst. Finally, she couldn't take it anymore.
Leslie's cock throbbed and twitched, the huge bulbous head buried inside Gwen's womb, and with one mighty thrust forward she gushed her load deep into the fertile cavern.
"Ahh, fuck!" Leslie screamed as she felt her jizz spew forth, filling Gwen to the brim with her creamy white slime. It spilled out from her ass and dripped down to their twisted, entwined forms as Leslie kept thrusting into the shuddering, twitching form beneath her.
After what felt like an eternity of cumming deep inside Gwen's convulsing womb, Leslie couldn't hold herself back any longer.
"I can't take it anymore! I need to breed you!" Leslie roared as she shoved her throbbing, pulsating cock to the hilt within Gwen, the flare bloated inside of her belly as it grew heavier with the seed she carried.
She felt her body being stretched open by Leslie's sheer size, the pressure against the membrane of her uterus so intense that she could feel every cell in her body exploding with life. Her breasts ached with the milk she produced, overflowing and dripping onto the floor. She let out one final gasp of pleasure as Leslie pulled her cock free from Gwen's battered asshole, the cum filled cavern winking at her as it fought to close.
Gwen shuddered, her body tingling with euphoria and lust. Her clit was swollen and aching, her insides filled with gallons of hot semen, and her breasts leaking milk non-stop. She fought to stay upright but found herself so overloaded with cum that she was forced to lay down, her hands rubbing at her distended gut.
"Look at what you did to me, Leslie. This... this is so much." She breathed out, her eyelids growing heavy as her body ran out of energy.
Leslie's softening cock slid up and tucked its way into a sheath at the base of her rod, her insides cramping from the physical exertion she had gone through that day. From merging with John at night to meeting Tim in the morning, it was now lunch time and she had turned Gwen into a fertile seedbed of her own as well. A hand drifted down and hefted one of her gonads, giving it a firm squeeze. This action caused a surge of pre to gush out from her sheath, and a wicked smile to creep onto her face.
"Good, looks like my magic is keeping everything full." Leslie mused to herself. She listened as Gwen began to snore, then looked to her pretty pussy dripping with their mixed fluids with an awful idea. "There's a little magic left in here, so maybe I can make a quick change so she can be like me. I know she would want it that way."
Leslie raises a hand and focuses her powers on Gwen's clitoris, the pink tendrils of magic slipping around it, sliding into her urethra, and poking at her plump labia. With small surges of magic her groin began to reshape, the design of a wicked horse cock identical to Leslie's taking root. The witch smirked and weaved the spell so that her soon-to-be-futanari best friend would have as much virility as she would, and a capacity for lust that would make her a breeder above all others.
The shift was slow, but once it took hold, Gwen's body began to transform.
First, her hips widened and her legs thickened, settling smoothly into a powerful form. Then, her mounds swelled, and the tender flesh of her breasts plumped bit by bit, until they swayed and jiggled with every movement of her torso. Her cock began to take shape underneath her, rising majestically and incongruously between her legs, hardening with every surge of magic. It flared outwards and thickened into a beast cock befitting of a stallion, her balls growing to match the mare-cock ounce for ounce.
Once her spell was done, Leslie began to feel another surge of lust that demanded to be sated. She wanted another for her purposes, another womb to be fertilized, another cock remade into a tool that would spread her genes. She closed her eyes and allowed her mind to wander over all of the possibilities, dreaming of impregnating the whole damn town. She chuckled at that thought as her witchy garb reappeared, planting a kiss on the new futa Gwen's head as she strolled out of the library.
She was back on the streets once more, and her desire was urging her to visit of her old bullies.