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Fertile Soil

Chapter 13

By CodyFox

"What does he want... and... and how could we possibly help him?" Peaches huffed. The golden-red pony trotted back and forth in front of the plexi-glass divider between his room and Cream's. "It's probably just some trick... the doctor probably just sent him to play around with us!"

Cream nodded, kneeling there next to the divider on his own side and looking down at his equine muzzle in frustration. He was still hurting a bit from his brother's betrayal, and at the same time, the young shire-horse boy was having such a hard time coping with his separation from Peaches. It was all the worse since they were right in front of each other at all times, and yet they couldn't touch or cuddle each other. It was their punishment for trying to escape the lab. After all of that, Billy, the son of their tormentor, was probably the last person he wanted to see. He sighed and held his arms around himself a little, sniffing... "It's so awful... I feel like we'll never get out of here."

Peaches stopped pacing, watching Cream sniffling and instantly feeling saddened again by his mate's despair. Peaches had been in captivity a lot longer than the relatively innocent boy, and he'd figured out how to deal with it much better. If only he could get past this divider... if only he could hold Cream's body with his forelegs, or nibble on his adorable fuzzy ears. He could make Cream forget all of the bad things they'd been through... Peaches grunted and forcefully hit one forehoof on the floor as he let out his frustration, causing a loud CRACK... which sent small fissures along the floor from the place of impact. Peaches was so upset though that he didn't even notice the damage he'd caused. His mind was focused completely on the equine boy waiting for him on the other side of the divider. The young pony's body was tingling all over with the excitement and passion that came along with his frustration, his magnificent arousal swelling out from his enormous black sheath and swaying side to side ponderously beneath him as he huffed and glared at the door to his room. He would protect his mate... even if it meant helping the one he hated most...

"Cream..."

The boy lifted his eyes, gazing over at the frustrated feral pony and blushing slightly as he watched Peaches' huge mottled shaft bobbing and flexing about underneath him, like some erotic weapon of mass destruction readying for action. "Y... yes Peaches?"

"We're getting out of here, so... see what he wants. And if he tries anything... or if he wants a fight, then I'll protect you," Peaches stated intensely.

The boy flicked his fuzzy white ears a few times and nodded. Initially, he wasn't sure if he should ask Peaches to reconsider. He knew that confronting Billy would be very hard for him... but the look in Peaches' eyes told him that he was absolutely determined to see this through.

Cream slowly stood to his oversized shire hooves, his thick golden tail cascading its shiny, smooth locks down over the lad's big draft horse butt. Peaches' gaze shifted from the door to his mate's alluring body, the cute 'little' equine boy's giant fuzz-coated sheath and rich, heavy white spheres bobbing sensually along his plump tummy and thighs as he clopped over to the door. Peaches huffed more excitedly as he watched, his ears pricking up to a more aroused position as his mottled monster grew about a half-foot larger underneath him, slapping up against his belly audibly. He shook his head, trying to focus... and clopped a bit closer to the door to listen as best as he could.

"Billy..." Cream spoke up softly as he pressed his curvy hip and side gently against the cool metal door, as well as one of his silky-fuzzed ears.

"So... you've finally come to your senses, huh? I thought I was gonna have to wait out here all day." Billy replied with a sort of sneering tone.

Cream huffed, "Don't... don't be rude..." He played one of his fuzz-covered hands through the golden strands of his mane while looking down and speaking hesitantly, "We're... going to help you... So, open our doors, now" he said, emphasizing that last part a bit more.

Billy chuckled at the other boy's insistence, putting his hands on his hips and looking up and down over the door. He wasn't quite sure how thick these doors were, but a couple inches of solid metal wasn't out of the question. "No... you open it."

Cream blinked, tilting his head slightly and wondering again if this was just some kind of joke. "W... what? How... I don't have a key..."

Billy was snickering again, which made Cream feel even more self-conscious. "It's not funny," he said softly.

"Is he just making fun of us?" Peaches snorted, narrowing his gaze.

After he was done laughing, Billy regained his composure and responded again in a more serious tone, "I'm being serious... uh Cream, that's your name now right? This... is going to sound kind of strange but, you can open the door right now. You could have at any time... At least, I think."

Cream stood up a bit more straight, flitting his ears and looking down over himself with a surprised look in his eyes. "I can...?"

"Yes, I don't think you know your own strength... I didn't until now," Billy stated while starting to back away from the door, shifting over to one side. "Hmm... why don't you try... make a fist, and hit the door with it, hard."

Cream turned to face the door, still confused and unsure about what Billy was telling him. This didn't make sense. He certainly didn't feel very strong. He lifted both of his small, silky boyish hands, coated in their pristine white horsefuzz. They looked about as gentle and delicate as they were before his transformation. The boy blinked and slowly balled them into little fists, gently clenching and relaxing the muscles several times. Then he lifted his gaze back to the door... this was a thick, heavy metal door. Cream didn't know exactly how big it was, he just knew it was VERY big, and the boy was terribly frightened that he might hurt himself if he did what Billy told him.

"I'm afraid... I don't want to hurt myself..." Cream said softly while closing his eyes and sniffing a bit as his fears intensified.

"Don't you ever want to touch your precious pony again?" Billy asked with a slight sneer to his voice.

Peaches gruffed and stomped a hoof, looking up to his trembling mate from the other side of their barrier "How dare he... that... that coward!" he huffed angrily.

"If you don't get out of there right now, my dad is going to come back and... I don't think he needs you two anymore."

Cream clenched his eyes a bit tighter, steadying himself and then pulling back one fist, a bit unsure but... he just had to try. The boy imagined touching and holding Peaches again... he wanted it so bad. He exhaled and punched forward against the huge door, landing a soft THUNK. Cream gasped softly and opened his eyes afterward, feeling a slight thrumming sensation through his fuzzy little fist. There wasn't any pain, though he hadn't hit the door that hard. In fact, the boy had probably only used about twenty percent of his strength, having eased up at the last second out of his lingering fright. He looked down at his fist... it looked fine, no blood or bruising.

"Cream..." Peaches' voice called out to him with a gasping, slightly surprised tone.

"Huh?" The boy blinked again as he looked over to the pony, seeing him bobbing his head in the direction of the door. When he looked back to that spot, he noticed a decent sized dent in the heavy metal door.

"Ah! But... how... did I..." Cream looked down at his fists, then back at the dent in the door, and then to his fists once more, blushing and shaking his head. This couldn't be real, could it? But then, so many bizarre things had happened to him over the last several weeks... the boy wasn't even human anymore. Was it really all that strange that he just put a big dent in that metal door?

Billy continued from the other side of the door, "I was right, wasn't I? Come on... you are gonna have to hit it harder! We don't have much time."

Cream suddenly felt a surge of excitement working its way through his young equine form. He was strong... strong enough to free himself from this terrible place. He clenched his eyes again as he tightened his fist a bit more, crying a little bit as emotions overtook him suddenly, tears dripping from his closed eyes as he punched much harder at the door this time, swinging in a full arc and really putting his weight into it. This time, there was a deafening SLAM that resounded all throughout the hallway as the door buckled outward under the sudden force of the little horse boy's powerful punch, accompanied by the sounds of heavy metal bending, scraping and creaking.

"Again! One more!" Billy said eagerly.

Cream pulled back once more, barely holding back a sob as he clenched up again, flexing his big white horsebutt and his creamy thighs, chest puffing as he took in a deep breath, focusing his newfound strength... He launched forward once more then, crying out as he slammed his fist against the bent metal and literally felt it smashing to pieces, ripping a huge hole through the heavy metal and blowing the remainder of the door right off from its hinges, sending it crashing against the wall on the other side of the hallway.

Billy watched with a mixture of astonishment and terror. The military applications of his father's drug became suddenly much more clear to him, though somehow, he was sure that what he just saw wasn't even close to the limit of its capabilities. "O.... oh... okay... come on out n... now, and we'll get you two out of here," Billy said, stammering nervously.

Cream didn't come out right away though. First, the boy walked to the back of his room and retrieved his big horse plushy. There was no way he was leaving it behind. Finally, he stepped out into the hallway, holding his plushy under one arm and his reins in his other little fuzzy hand. He saw Billy looking at him, sizing up his naked form, perhaps for the first time with the two boys so close together. Cream suddenly felt a little flustered and turned slightly to the side, his huge milky-fuzzed sheath sort of wobbling up along his belly and those massive white-fuzzed coconuts of his slapping lewdly along the boy's thighs. He saw Billy blushing slightly too at the lewd display of huge, young male flesh.

"You'd better get out of the way," Cream said softly to Billy, while standing there near the wall on the other side of the hallway and gesturing toward Peaches' door.

Billy blinked and gasped, suddenly rushing over toward Cream just as he heard Peaches' hooves scraping along the floor and then SMASH against his heavy metal door in a mighty kick. Peaches didn't need nearly as much encouragement as Cream did. He summoned as much of his strength as he knew how into that kick and tore a massive fissure through the middle of his door, literally splitting it in half while sending metal fragments flying in every direction.

The pony huffed and panted eagerly, his body shaking with excitement when he realized that he was free. He slipped out through the fissure of his door and his heart swelled as he looked down the hallway and saw his cute little lover standing there. Cream smiled sweetly to him, and Peaches nearly tripped over his own hooves as he hurried over to the boy and almost pounced at him, knocking the white-furred horseboy onto his butt in a fit of giggles.

Cream sat there with his fuzzy hands resting behind his plump flanks, one still holding onto his horsey plush. The boy giggled a little too and spread his creamy-colored thighs apart while Peaches straddled his curvy hips with his forehooves. The pony swiftly pressed his head into Cream's neck, nuzzling up and down along his soft white-fluffed throat and under the chin of his adorable little muzzle, all that steady affectionate nuzzling getting the boy's cowbell to jangle a bit.

"Ohhh... I... I missed touching you so much..." Peaches said very softly while his big muzzle worked its way down along Cream's soft neck, over his fuzzy boyish chest and down toward his belly. Cream started blushing pretty heavily as he watched his mate's muzzle working its way down along his cute little chest and tummy, and eventually bumping along that massive, milky-fuzzed cannon that was jostling side to side up along the boy's belly. "MMmmmm... smells... even better than last time..." Peaches said to himself while brushing his soft nostrils up and down along those loose, velvety folds of sheath-flesh and causing the whole organ to bob up and down in a lewd manner between the boy's spread thighs. Soon, his big horse tongue was swabbing up and down over his lover's sheath... possessively... keeping the boy's hips pinned with his legs while bathing his gleaming sheath with a series of slow, sloppy tongue-strokes.

"Hehe... I... I missed h... holding you..." Cream stammered as he felt a wave of pleasure buzzing throughout his loins... He gasped and panted while feeling his giant sheath bobbing and smacking about while Peaches' tongue dragged over the fuzzy flesh, rolling those excessive folds up and down and up and down. The boy whimpered softly, moving one of his arms from behind him and hugging it around Peaches' neck while the pony drenched his swelling sheath with more of those drooly slurps, glistening saliva starting to drizzle down the sides of the big tube and over Cream's fat, white-fuzzed softballs. He closed his eyes slightly, stroking the back of the pony's head encouragingly and letting off another sweet "ohh" as he could feel that bizarre, exotic sensation of his big balls beginning to expand with the quickening of his pulse, plumping with his nourishing crème and sagging heavier over the floor, soon looking like huge milky coconuts squished along his thighs.

Peaches nosed down along the underside of the boy's freakish cock tube and squished his velvety nose into the valley of soft, fuzzy flesh between those two swollen nuts, drinking in his lover's creamy horseboy scent. His thick pony tongue slurped out again and again into that squishy ball cleavage, rolling and jostling the heavy spheres together while he savored their taste and left them glimmering and damp with more of his salvia. By now, the boy's thick black flare was presenting from his swollen sheath and drooling a large quantity of gooey precum. He was panting hotly and his big equine butt was quivering as Peaches moved up finally from his glazed nuts, working his tongue along the boy's pretty thighs and thick young hips, then back up one of his sides to his face. Peaches gazed into the flustered white horseboy's eyes and pushed his tongue into Cream's little muzzle, sharing his flavor while kissing sloppily with him and showing his own massive equine erection flopped out over the floor underneath his cute pony body. Cream's large fuzzy ears flicked down slightly as his instincts were urging the boy to submit to his lustful mate right there, right in front of Billy.

Cream shuddered as Peaches finally pulled back from his muzzle, the pony's big tongue hanging out and leaving streamers of his saliva stuck to the boy's own tongue. "Ohhh... gosh..." Cream said softly, fighting his arousal as he looked up at the other boy standing there just off to the side with his arms crossed and glaring a bit at them.

"Are you two done yet...? We need to get out of here before my dad finds out you're loose."

"S... sorry... we just... it's been so long..." Cream replied, blushing deeply and looping his other arm around Peaches, hugging over his body as the pony pressed closer to him, dipping the boy back slightly, almost laying him onto his back. That giant pony cock bumped along his silky inner thighs and squished its massive mottled flare up against his swollen balls, smacking between them a few times and shooting out a few big sticky splats of Peaches' pre-cum over them.

Peaches' feral instincts were a lot more powerful than his horseboy lover's, and as his huge mottled tip squished a bit under the boy's sagging coconuts and he was so close to having his giant feral cock kissing with that pillowy equine ass, his cocktail of enhanced hormones raged. The fact that Billy was watching almost excited the pony more... Cream was HIS and Billy couldn't take him away ever again. He wanted badly to show him right now... to show how special he was and how much his mate loved him. His breathing got more puffy and the pony shook as he nuzzled his body along Cream's more petite two legged form. The boy was dizzy eyed and trembling... he was ready, but somehow the pony managed to regain his control. "We... can't... get caught again..." he groaned as he slowly, reluctantly pulled back, letting Cream sit back up and then giving a few more slow, loving licks along the boy's pretty chest and neck.

Billy smirked, watching Cream still sitting there recovering from his blurry vision. The older boy moved a little closer now that these two sexual creations weren't about to go at it. He shook his head, bending down to pick up the reins to Cream's halter. "Come on now, up on your feet... I mean... hooves," he said as he tugged at the reins, pulling at the horseboy's muzzle and getting him to blink and huff softly.

"Hey! You're not supposed to... to hold those," Cream said softly while glaring a bit up at Billy.

"And why not? You know, you both belong to my dad, so I guess that means you're my possession too," Billy said with a playful chuckle, tugging at Cream's reins several more times.

Peaches nearly snapped at that, lurching toward him and almost biting Billy's hand as he grabbed those reins away from the bad boy with his muzzle.

"I... I only belong to Peaches..." Cream responded as Peaches clenched his maw tightly on the boy's reins, looking to him happily as he heard those words.

Billy laughed a bit more, "Whatever... Let's go," he said as he waited for Cream to stand back up again. The smaller boy's white-furred legs were still a bit wobbly, and Billy really had to avert his eyes to avoid watching the boy's freakishly huge sex organs smacking about clumsily as he got up to his hooves. "Geez..." he said as he started walking down the hallway. "I'll show you how to get to the exit, and you two protect me from any of my dad's 'helpers.'"

"A... alright, we'll try..." Cream said as he waited for Peaches to follow, blushing some more as he let the pony lead him by his reins.

They'd barely moved at all before hearing a THUMP sound coming from the direction of the metal door positioned across the hall from their where they were kept. They all paused, and Cream blinked, moving slightly closer to that door and listening. He heard another thump, a little softer this time.

"Mom?" came a soft voice, sounding like another boy probably even younger than Cream.

Peaches flicked his ears, looking on grimly and then glaring back at Billy again.

"What? I didn't take this one!" Billy said emphatically, looking away.

"Who's in there?" Cream asked while lifting a fuzzy hand and sliding open the little metal slot in the door that allowed for food and other items to go in. He tried to peak through the slot, but before he got close enough, he saw a cute little grayish muzzle poking at the slot.

The little muzzle was shifting about against that slot, cute dark velvety nostrils snuffling about, catching a scent... "m... mom... you're there, aren't you?" the voice came again, this time with a gentle whimpering sound.

Cream shook his head, then looked to Billy, "Who's that?" he asked softly.

"He's one of the failed experiments... or... at least he was... he's... different now," the older boy said. "Let's go."

Cream shook his head, "No! We can't leave him here... he sounds afraid..."

Billy huffed, "Yeeesh, and I thought you guys wanted to escape! My dad's probably got his assistants looking for me right now!"

Cream turned to Peaches, "Can you... try kicking the door? I'll do the rest," the boy said softly, and Peaches bobbed his head in agreement. Cream then leaned back toward the slot, "Hey... you in there, step back from the door, okay?"

The little gray muzzle poked around a bit more at the slot, so eager for that familiar scent.... But eventually it pulled back and Cream heard a few soft hoofsteps moving away. The boy stepped to the side as well then, waiting as Peaches lined up in front of that big metal door with his butt facing toward it. The pony closed his eyes, taking in a deep breath and tightening his powerful rear muscles. His big butt clenched up a bit and the musculature of his hind legs began to show, rippling slightly as he lowered his front down and then suddenly bucked his rear legs, HARD. The pony's earlier practice paid off, as this time he smashed a huge dent into the metal, literally ripping right through it where his hooves had made contact. Peaches pulled back from the smashed in door, looking proud of himself.

Cream blushed as he watched how strong Peaches was... it made him feel oddly excited, and he played with his plushy innocently, swishing his long golden tail and waiting for Peaches to step to the side before he moved in close to the door again. He set down the big plush horsey on Peaches' back and then leaned in, sliding his fuzzy hands through the holes in the door's heavy metal and grabbing hold of it. Cream clenched his own eyes then, bracing himself slightly... "I... bet I can... just..." he said softly to himself while flexing his powerful young legs and starting to pull. Gradually, he could feel that metal creaking and ripping slightly while he tugged at It, widening the holes. Cream panted a little, holding off for a few seconds and then resuming with his tugging, this time sticking both of his hands into one of the widened holes. "RRRRRggggg" the boy made a few soft exertion sounds while ripping the hole bigger... and then bigger still. Soon that hole was big enough that he could have slid through himself. The boy panted a little, stepping back and blushing more as he marveled at his own handiwork.

There was another gentle clopping noise, approaching this time. Then a small boyish form began squirming through the hole, a mostly gray furred body with sort of donkey features and a very pretty, long dark-brown mane. This donkey boy smiled brightly to his rescuers as he stood up straight before them, his long ropey tail swishing behind him and long fuzzy gray ears standing up at attention. He looked to be a little younger than Cream, a bit shorter and more petite. Rich gray fur coated most of his body, except for his ventral areas that were coated with a softer, greyish off-white, and his tail's big silky-furred tuft that had dark brown fur just like his mane. The donkey boy was naked too, and his sheath and balls were wobbling about too as he shifted on his hooves. They weren't as big as Cream's, though those fuzzy organs still looked ridiculously oversized on his little boyish body. Their silky white-gray fuzz was speckled with little darker gray splotches that continued up along the boy's belly in front and along his similarly colored taint and inner buttcheeks in back.

Cream smiled sheepishly and bobbed his head to the donkey boy, "What's your name?"

The younger boy seemed to think about that for just a few seconds before his cute equine nostrils began to quiver again, picking up that same scent he'd been searching for earlier. He reached down to grab at his own tail, holding onto it nervously while coming closer to Cream, leaning toward the shire horse boy and starting to snuffle along his white furred chest and tummy. The more he snuffled at Cream, the more the donkey boy's ears flicked and his expression became more happy. Eventually, those big cute velvety nostrils of his were bumping along Cream's huge jiggly sheath, causing the other boy to gasp softly and step back...

"W... what are you doing?"

The donkey boy was undeterred. He followed, letting go of his tail and getting almost onto his all fours as he dipped his snout down further to push his nose right in against the boy's still somewhat swollen nuts, nuzzling the huge orbs around and drinking in some more of that creamy scent while they sloshed over his snout. It was exactly that scent he had imprinted on before, when he was reborn into his new form.

Peaches huffed and looked a bit flustered too as he watched, approaching and brushing his own head along Cream's hip and in front of his thighs, nudging the other boy's little muzzle out of the way.

The gray-furred boy finally looked back up to Cream as he stood up again, giggling "I knew I'd find you mom... I could tell you were close by! And now you came and rescued me," he said while looking up with bright eyes and hugging around Cream's sides, pressing his head into his chest and nuzzling. That movement caused his hips to come forward, sort of shoving his big fuzzy speckled sheath and balls right up against Peaches' face... the pony's head getting sandwiched between two sets of oversized fuzzy boy parts. Peaches' inner ears got really pink and he pulled his head back, watching the fuzz-coated donkey sheath smacking with the much bigger, creamy-fuzzed horse sheath, and their mixed scents were still tickling over his nose. His erection flopped out again uncontrollably, his eyes fixed on those dueling sex organs for several seconds.

Cream was still blushing hard too, trembling nervously as the younger boy hugged him and called him mom... "I'm... I'm not..." he huffed and bit his lip slightly, looking down over the other boy's head and seeing a tag attached to one of his large donkey ears. It had an experiment number on it, just like his and Peaches... and a name. "Y... you're Clover, aren't you?" he asked while giving him a very loose hug back, realizing that this boy was probably treated just as badly as them... and was probably lonely.

The other boy looked up to him again, nodding "T... that's what they started calling me. I'm not sure if it's my real name," he said while looking back down over his nose.

Cream suddenly felt overcome with sympathy and squeezed him a little tighter, "Well, it's a pretty nice name. We'll call you that too, okay Clover?" he asked.

The donkey boy smiled and bobbed his head eagerly, "Okay mom!"

Cream cringed a little, looking back down to Peaches while holding the smaller boy. Peaches had finally managed to break his gaze from the boys' smooshed together fuzzy bits and was looking back up to him, his possessive instincts decreasing as the donkey boy kept calling his lover 'mom.' Yet, this caused other, strange instincts to begin working their way through the pony's mind as he looked up and down over Clover's cute little body and then leaned in slightly with his own snout, snuffling gently at the donkey's more gently curved hip. Clover had a perfect blending of scents... his own and Cream's together... it was obvious now.

"It's... it's okay Cream... he should come with us," Peaches said finally, nodding.

At that, Clover stepped back from Cream and then turned to Peaches, blinking as he heard the pony speak... and understood him too! The boy's still mostly innocent mind wasn't sure exactly what to make of it but it made him feel really happy... He blushed and gently looped his arms around Peaches' neck, hugging him too. His long, pretty donkey tail started swishing again just as happily as he began recognizing this pony's scent too... "A... are you my..."

Peaches grunted and cut him off, his ears getting kind of hot again, "Maybe... later... but right now, we still need to get out of here. Come on, Clover," he said and gave the boy a lingering nuzzle along his chubby donkey butt, feeling just a tinge of possessiveness over him too now. He pulled back then, tugging playfully at Cream's reins and leading both boys with him to follow behind Billy.

Billy had been watching from a distance, remembering what he had seen during Clover's final transformation... imagining himself chained down on that platform while his dad injected him with all of those strange fluids. He shivered and shook his head. "Finally... Just follow me..."

~

The halls of the underground complex seemed unusually clear as they made their way toward their escape... a maintenance elevator where lab supplies would often be delivered. On the way there, they passed by several other cells and a laboratory where Dr. Greenly's "assistants" were busy mixing more blue and green chemicals, seemingly preparing more drugs. These drugs appeared different, though, than the ones Cream had seen before. He didn't see any of the familiar pills... Just huge vats of the stuff... The boy couldn't help but stop and peek in for a moment curiously.

"What are they making...?" he asked of Billy.

"They are preparing for eh... mass distribution... that's what my dad calls it anyway."

"What's that supposed to mean?"

Billy shook his head, "It means he plans to make lots more of your type. Probably an army..." the boy said as he thought about that a moment.

"Which is more reason for us to get out of here," Peaches said to Cream, tugging gently at his reins again and urging him to come along.

"Yea... how close are we, Billy?" Cream asked.

"Just one more corner," he replied as they turned into another well-lit hallway. This one was lined with more doors, a couple leading to storerooms and others to more experimentation rooms. At the end was a big metal door leading to the elevator. "There! Come on, this is it!" Billy exclaimed and hurried to the elevator, quickly inputting his access code into the keypad while the others caught up. The device responded with a buzz sound and red lights flashing across its screen.

"Of course... he would deactivate my code..." Billy grimaced and thought to himself.

"Ohh... great... now how are we going to get out?" Peaches said with a sigh.

"W... what about that thingy that the doctor uses...?" Clover asked.

"You mean his personal keycard? Sure why don't we just go up to him and ask for it! I'm sure he'll give it to us," Billy said sarcastically.

"B... but I saw... in that room... it was on a table... maybe it's still there," the donkey boy responded while smiling hopefully.

Cream flicked his tail side to side and bobbed his head, "We should check. We're stuck here anyways," he said. "How far away is... uhh... what room are you talking about?"

Billy sighed a bit, "The main testing room. We came from there right before joining with you two.... My dad was in there when I left, but it's possible he left to look for me... It's not too far."

~

Once more, they followed behind Billy as he lead them back down that hall, around a different corner, and past two more intersections. There was another door here, slightly open, this one leading into a darker room. As they approached, Clover shivered visibly, having been to that testing room too many times now.

Billy stopped just to the side of the door and quickly glanced inside. "Okay... seems like there's no one inside," he said before leading the others into the room.

Most of the lighting was off and the only sound they could hear was the humming of the various computers and machines throughout. As soon as they were inside, Billy started to rummage about the desks and tables, searching for the keycard. "I hope it's here..."

Cream stepped away from Peaches and Clover for a moment as he looked around the room. To one side was a cabinet lined with pills. Most of them looked similar to the pills the boy had seen before, but with slightly more of a green tint to them... but he also saw red pills... He blinked and stood there, looking curiously at those pills... "What're these for...?" he asked softly, turning first to glance back at the others. Billy was so focused on searching that he didn't even hear him. The boy hmmed, turning from the pill cabinet to the large, dark colored machine next to it. A screen attached to it was showing color-coded options for output, with different percentages for things like "hormone balance," "concentration," and other terms the boy couldn't quite see. He blinked a few more times, stepping back from the machine "must... be where he was making those..." the boy said as he thought about those pills again.

"Would you like a demonstration?" called a snide, confident voice from the doorway. Cream shuddered and turned slowly, immediately recognizing Dr. Greenly's creepy voice. Clover practically jumped in fright, rushing away from the door and toward Cream. The younger donkey boy clung to Cream's body, hiding slightly behind him and lowering his head. At the same time, Peaches turned round, glaring up toward the doctor as he backed away into the center of the room.

The doctor chuckled to himself as he witnessed his intimidating effect on his three experiments. He glanced around from one side of the room to the other, catching sight of one more boy hiding behind a small shelf. "Ah! Billy... we've been looking for you!" he called over to his hiding son while stepping into the room. "Splendid! We're all here. A perfect opportunity for a demonstration!" he said and gestured behind him.

In response, a teenage sized horse boy stepped in from the hall to one side of the doctor. He was similarly hybridized like Cream and Clover, but he was much older and bigger than both of them. He had mostly chestnut fur covering his form, with some white going down over his hooves and hands and a white splotch on his face similar to a clydesdale horse. His long flowy mane and tail were black and shiny. He wasn't naked like the other boys though... instead, he was wearing a very snug-lookng red and yellow bodysuit that clung to every part of him like a second skin. The tightness of that bodysuit did very little to keep this boy modest, as his massive equine bulges were cradled by that tight fabric, showing off every curve of the boy's huge draft-horse nuts and even the folds of his fat wobbly sheath squished up against it.

To the doctor's other side was Shadow. The huge, black-coated shire stallion huffed a few times while scanning the room, first locking his sights on Cream and swishing his tail eagerly as he instantly recognized his property. Then he saw Peaches, the interloper... The big stallion grunted, sharpening his gaze on the smaller pony and feeling another kind of eagerness bubbling up.

Dr. Greenly laughed again, "Good... good... I see everyone is properly motivated. Now... Tory, why don't you go and restrain Cream there... for his own good, of course. Clover! Come over here. You haven't had your proper reprogramming yet," he said while watching the donkey boy sternly.

Clover whimpered a little to himself, continuing to hide behind Cream while the white-furred shire horseboy watched Tory approaching, shaking his head. "S... stay back..." he said to the teen, backing both Clover and himself toward the wall next to that pill-making machine.

Peaches chuffed as he saw Tory approaching his mate and turned to stop him, and the doctor quickly gestured to Shadow. The huge stallion moved incredibly swiftly for his size, quickly positioning himself between Peaches and Cream. "Just where do you think you're going, puny pony?" Shadow taunted, laughing to himself as he watched the look of frustration on Peaches' face.

Peaches lowered his head and grunted a bit, not waiting for any more taunts as he charged at the much bigger stallion. Shadow quickly lowered his head and met Peaches' charge, crashing them together with a loud thwack, and then the two horses strained against each other, their leg and haunch muscles all flexing as they pressed against each other and huffed huge puffs of breath through their nostrils. Peaches was incredibly strong, but Shadow was even stronger. "You really thought you could overpower me?" the huge stallion taunted again, sweeping his head to the side to give Peaches a powerful shove. The pony was lifted right up off from his hooves as he was flung to the side and smashed against the wall, almost knocked unconscious. He laid there dazed for a few seconds as the world spun around him.

Cream gasped, "No! Peaches...." He said as he saw the pony get knocked down like that. He shivered, keeping Clover behind him while the clydesdale boy approached. He could see that Tory's eyes had a vacant look to them, the boy's expression emotionless and focused... "Please... don't touch me," he said to Tory as the teen simply ignored him and grabbed at his arms. At first, Cream was hoping he could just squirm free, but Tory's grip was very powerful. Cream groaned softly as he tried to shove him away to no avail. The more that the boy struggled, the more Tory worked to secure his grasp.

"Come on out now, Billy..." Dr. Greenly said as he walked closer to that shelf where his son was hiding, peeking around at him in a playful but menacing manner.

Billy shook his head, "You're not turning me into one of those... things!"

"I understand you're frightened, my boy, but it will all be over very soon."

"No!"

"Hehehee such stubbornness. You will make an excellent specimen, Billy. Well... I did say there would be a demonstration. I'll show you right now, why you don't have to be afraid," the doctor said as he stepped back toward the center of the room. "All of you! All of you came from me... your creator. You thought you could disobey me because I wasn't strong enough to punish you," he said with a playful chuckle while reaching into the pocket of his lab coat and producing four of the jelly pills. He looked over them thoughtfully, as if savoring this moment, then popped them all into his mouth one after the other, chewing and swallowing each in turn.

The doctor stood there looking down over himself patiently, then he grinned and shivered a little as he started to feel this intense tingling sensation starting to bubble up from his belly and work its way throughout his body... "Ohhh... this feels... absolutely wonderful," the doctor said, feeling down over his stomach with one hand and rubbing over himself a bit as soft brown fur began tickling out from his skin around his abdomen and lower chest area. "Hfff... ohhh... I should have... had a close up camera..." he groaned and bent over slightly as he felt the front of his slacks beginning to bulge out obscenely, his human cock throbbing and swelling rapidly, straining the dark fabric as its shape fattened and flared out at the tip "to... d... document... ohhh, the senses... fantastic..." he huffed and his tongue hanged out a bit, the doctor drooling and then moaning as the front of his slacks literally ripped apart from the power of that big dark-fleshed horse cock that jerked out from his crotch and flopped across his legs.

Billy blushed and turned away, scrambling back and through the open shelving and continued crawling along the floor back toward the exit. The boy didn't care about the keycard now... he'd find another way out!

Dr. Greenly just laughed and followed after his son in the midst of his transformation. He stumbled a few times as the changes became more intense "Ohhh... rrrr... where... do you think... you're going..." he grunted, his shoes quickly beginning to tear along the sides as his feet swelled and the skin began hardening, changing to a hoof-like gray surface. The doctor bent over again, grabbing both of Billy's legs and hoisting the boy up in the air upside down. "You're... not... getting away this time..." he panted and smirked as he realized how light Billy's body suddenly felt... like a feather, and he was still growing stronger! The doctor's arms were starting to bulge against his shirt, muscles rapidly swelling and causing more tears along his fabric while brown fur popped out into view in each of those spots. He clenched his eyes and thrust his hips a little, causing that swelling stallion cock of his to sway and slap back and forth between his legs as it surged and flexed out longer... the dark fleshy pole was easily over eighteen inches already, drooling with a steady stream of the doctor's thick pre-cum and flailing gooey strands of the stuff. "YEsssssss...." He grinned again as his slacks continued to stretch and tear off from his hips and butt as they swelled with each pulse of his bigger, stronger heart. Within a few more seconds his fat, brown-coated horse ass had completely ripped through his lower garments, plumping outward and jiggling into view, his big, fat donut pucker inflating underneath the rapidly expanding bulge at his tailbone.

"Ohh god... this... is... PERFECT" the doctor declared as he savored the feeling of his huge horse ass shaking as his tail bulge grew bigger... bigger... then he held his son up with just one hand, his other reaching down to grab at his still swelling horse dick and stroke over its shiny, drooly length. "Ohh..." he groaned, his hands both making cracking sounds along with his ankles as the bones re-shaped and he grew taller, his legs thickening and growing longer. More of that soft brown coat spread along his hips and powerful legs, thick corded muscle rippling along his legs as the rest of his slacks either tore or simply fell off from his gleaming brown form. Darker black fur spread across his swollen hands and formed a thick feathering draping over his expanding hooves. He moaned again as a spasm went through his whole body as he pumped his digits up and down along his fattening horse cock, his body jerking and then growing larger again, pushing over seven and a half feet tall.

Billy was crying out, "Someone! Help me! Stop him!!" the boy shouted and whimpered a bit as he was dangled overview of his dad's fuzzy hand that was just lazily jerking off that swelling draft-horse cock. He blushed hard and shook his head, clenching his eyes. He could feel his dad's hand growing bigger again as his size increased even more... The boy peeked one eye open, gasping and squirming again as he was hoisted higher. His dad had to be at least eight feet tall! "P... please...." he cried again to the others.

Dr. Greenly huffed and shivered as his face began to push outward, more bones cracking and reshaping in ways that were exceptionally painful but brought the doctor such excitement that he didn't care. "Yess... MORE" he drooled with that bigger horse tongue of his while his head became more equine and sprouted that same soft brown fuzz as the rest of his body. His hair was growing very long and soft, its color becoming a dirty blonde as that shining mane grew bigger and bigger, quickly draping down past his shoulders. He bent over slightly more, panting and quickly tearing off the remnants of his pants and shirt, leaving just the oversized white lab coat that barely hung onto his swollen body after its sleeves were ripped up by his thick bulging arm muscles. The doctor moaned louder, stomping his hooves... giddy as he lowered his thicker hand again to his huge horse cock, drawing it all the way up and down the two and a half foot length, smacking his wrist again and again with his swollen fleshy nuts and shuddering as he got closer and closer to climax.

Peaches was starting to recover from his daze, his gaze briefly transfixed by the view of the doctor's modest five and a half foot frame growing rapidly to over eight feet tall as he transformed into a hulking two-legged equine. The doctor's new brown furred body gleamed with sweat, his thick drooling precum slopped about all over the floor in front of him as he beat himself off lustily. Shadow also seemed a bit shocked by the doctor's sudden transformation, the black shire suddenly feeling a little outmatched by this huge belgian stallion in front of him. This distraction was just enough for Peaches. The pony stumbled back up to his hooves and then scrambled forward, quickly sliding underneath Shadow's taller body and then bucking his hind legs up, connecting both hooves with a powerful kick against Shadow's exposed underbelly. The big black shire cried out and buckled, then fell heavily, the sudden blow from the compact pony so powerful that it knocked all of his breath out of him and left him at the very edge of consciousness.

Seeing Peaches free himself from Shadow's dominance, Clover stopped trembling so much and the smaller donkey boy looked up from behind Cream, seeing him struggling while the larger clyde teen held him in a bear hug. Clover stepped swiftly out from behind Cream, gruffing slightly "L... let go!" he shouted and grabbed at one of Tory's legs, pulling with all of his strength. Tory was powerful, but this little donkey boy seemed exceptionally strong too. Clover's yanking swiftly brought the clyde teen off balance, and Tory had to let go of Cream just to give himself a chance to break his fall as he tumbled to the side. The teen's positioning was unfortunate though, as his head slammed against one of the shelves of the pill cabinet and he groaned, seeing stars.

Cream breathed easier as he was freed, swishing his tail and quickly hugging Clover in gratitude before taking his hand and leading him back toward the front of the room.

Dr. Greenly watched all of this through hazy eyes, so close... his climax surging and churning in those heavy leathery coconuts of his as they jiggled and slapped between his thighs, his hips jerking and then quivering again as he felt his tail bulge growing again.. "OOOHHHHHhhh RrrrrGGGGGG" he cried out as that huge blonde tail of his burst out from above his ass, "YESSSSsss" he drooled and shook his thick brown flanks as the tail grew longer and longer, cascading down over his butt and legs like a waterfall of creamy hairs. He panted hotly, his vision clearing slightly as he reached the end of his transformation, his steely gaze going from the pony to the two little horseboys sneaking toward the door. "You... You still think you can ESCAPE?" he growled, huffing huge breaths and glaring at them all as his ultimate victory was being marred by their efforts.

Billy cried out again, blood rushing to his head and making him ever more dizzy. "Dad! Let me... Go!" he shouted and squirmed, and the doctor just looked down at him with that huge equine head of his, laughing again. "I think we need to go ahead and start your change right now dear," he said as he started carrying Billy over toward the pill cabinet.

It was then that Peaches noticed the doctor's key card, hanging out from one of his lab-coat pockets. Maybe... if he could just grab it quickly and run... The pony waited until Dr. Greenly was nearly to the pill cabinet and then suddenly rushed at him, galloping with all the strength of his short legs and then leaping into the air, using his body like a big heavy spear and slamming into the huge equine's side with all the power he could muster.

Dr. Greenly gasped and let go of Billy, sending the boy tumbling to the floor as he was hit HARD. His keycard popped out from that fluttering pocket as he fell heavily, smashing right into the cabinet and totally shattering it. Broken glass and wood splinters flew all over as all of those red and turquois pills spilled out across the floor in front of Dr. Greenly and Tory. Billy scrambled away once he was free from his dad, and the doctor quickly sat up and growled again at Peaches, watching as the pony grabbed up his keycard in his mouth and retreated.

"YOU IDIOTS! Don't you know what I am trying to do here? Why do you keep resisting?" The large brown equine shook his head, gritting his teeth a bit as he glared at the cowering males. "Hmmm... you don't understand the full potential... not yet... we need to take this demonstration further..." he said while grinning again in a frightening manner and scooping up as many of those turquois pills that he could find spilled out around his body, at least twelve of them...

Billy looked on in horror as his dad opened his muzzle and gulped down all twelve of them without hesitation. The boy trembled and backed away quickly... seeing that Peaches had the keycard, he gestured to him and the other two, "We need to go, NOW!"

Dr. Greenly's eyes went totally glassy and he began to foam at the mouth a bit, his body shaking violently as the reaction came instantly to that overdose. He began squirming along the ground and moaning, his voice sounding suddenly very distorted and much deeper. He clenched his eyes and shook again, and then suddenly, his equine hips and big fat horsebutt began to swell... then his legs... then his chest and arms... all of him was growing, pushing over 9 feet... then 10, massive amounts of muscle rippling along every inch of his thickening brown form. "YEsssssssss" his deeper voice moaned as he rolled onto his back, spittle flying up into the air from his growing muzzle. His rapidly expanding hips began crushing what was left of the pill cabinet as his body continued to distort and bloat. His roughly 30 inch horse cock flexed out above his growing form, the huge dark pole growing fatter and longer with every spasm of the doctor's growing body... 36 inches... then 48.... Soon, that huge writhing cock was looking less like a horsecock and more like a massive flared tentacle as it slopped down against the floor with immense weight, spasming and lurching out bigger yet again. What was left of the doctor growled again lustily as he opened his eyes back up, his eyes glowing with a soft turquois color similar to the colors of the pills. "MOORREE" he drooled some greenish liquid out of his mouth and huffed and thrusted his hips, his huge muscles all expanding again and roiling under his fur as he experienced a sudden freakishly powerful climax. His now 12 foot body seemed to elongate along the floor as he thrust into the air and a pair of huge bumps were forming mid-way up his stomach. Those giant bumps wiggled and squirmed about while the creature thrusted, panting and moaning loudly enough to make the whole room vibrate. Huge quantities of cum were beginning to pump through his now six foot cock, gushing out along the floor with dozens of gallons of the stuff at a time. The massive doctor moaned again and his whole body bucked sharply, hitting another powerful growth spurt that pushed him over 14 feet... His giddy bucking was causing the lab's floor to shake as what looked like another pair of equine legs suddenly erupted from those bumps along his belly, muscle and mass expanding and rippling as they shot up in size to match the lower pair of legs.

Billy was already out into the hallway, running for his life. Clover followed with Peaches, while Cream stood at the door looking back at Shadow. The huge stallion was scrambling to his hooves, totally confused as to what was happening around him. "S.... Shadow... come on..." he shouted. The stallion seemed to recognize his voice again, stumbling toward the doorway.

Peaches grunted and tugged at Cream's reins again, pulling the boy out of the doorway just as he saw what looked like more of those massive dark tentacles unfurling from the transforming doctor's belly.

Peaches kept pulling Cream down the hallway while the boy whimpered, watching his stallion sibling make his way out from the room on wobbly legs, and then falling again to the side of the doorway. Inside, there was a lot of dust and debris beginning to fall as the monstrosity grew larger, his body pressing against the walls and ceiling and beginning to rip right through the structures. Cream waited about halfway down the hall, shivering and calling to his brother again as he saw a massive hoof passing by the doorway... the hoof alone was bigger than his whole body! There was another series of deep groans and cackles reverberating all throughout the complex as the creature experienced another surge of growth, his distorted voice sounding even deeper and more nightmarish. A giant black tentacle passed in front of the doorway, then another... and another, like huge snakes leaving trails of gooey fluid in their wake... beyond that, there was only the brown color of the creature's fur filling out the remaining view.

Cream whimpered... seeing Shadow trying to rise again, but still unable to walk straight. "We'll have to come back for him, Cream... we need to get help!" Peaches said while pulling at his reins again, forcing the boy to come along as he hurried down the hallway toward the juncture that lead to the elevator.

"I KNOW where you are... all of you! Hehehe, you can't escape me now..." the deep, alien-sounding voice called out, his powerful sound carrying through every hall and doorway.

Just then, Cream looked back and saw a huge black tentacle flop out past the doorway. It ignored Shadow, immediately turning in the direction that he and Peaches were fleeing. "Ohhh... n...no..." the horse boy stammered, turning and running behind Peaches... The tentacle extended out into the hallway, growing longer and longer and longer as it followed after them. Then another sloppy black length followed right after, both of them leaving long trails of gooey fluid as they gave chase.

"There's NOWHERE you can hide," the deep, booming voice called out again, followed by an equally deep, villainous laugh.

Peaches and Cream rounded that last corner at an all out sprint, running full speed toward where Billy and Clover stood at the elevator door.

"Here! Give me the card!!" Billy called.

Peaches tossed it to him once they were within range, but by then they could all see the two huge tentacles slithering around that corner too.

"OH god!! Oh god!!" Billy fumbled with the card, swiping it over the reader once... twice... waiting for that green light to come... the tentacles were moving fast now, getting closer...

"HURRY!" Peaches cried out.

Billy shook as he swiped the card again. Finally, the green light came and the elevator doors opened. The boy rushed inside, hiding to one side while Peaches, Clover and Cream filed in behind him. He quickly pressed the "ground floor" button several times, jamming it and the "door close" button repeatedly. The doors finally began to close just as the tentacles were closing in... Then, just at the last second, the doors closed completely and the tentacles slammed against their outer surface with a loud thunk.

The boys sighed, shuddering still and even dribbling some tears as they barely escaped that horror.

Their relief didn't last long though... within seconds, they heard that deep, monstrous voice again.

"Greenly system override, alpha gamma delta... Maintenance elevator."

The little display above the elevator's buttons turned purple and the words "OVERRIDE MODE" appeared in big text. Billy shivered again and whimpered... Peaches looked up to him, then Cream and Clover, looking for some explanation of what just happened.

"Maintenance elevator door, OPEN" the deep voice called out. Suddenly the elevator's doors began to open again, and Clover and Cream squirmed back against the back of the elevator, while Peaches looked on in horror as those tentacles both surged in immediately, one wrapping around Cream's body and the other his legs. They quickly extracted him, pulling him down the hallway and back towards the transformed doctor... "I'm not done with this one, yet."