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Behooved

Part 2

By Kybal_lutra

And SystemDrake

An old worn horse cart rattled slowly along the road behind a weary aging horse. The wheels creaked and cracked, turning over at a lumbering pace. Slogging through the muddy ragged road, the rims sunk deep into the mire and mud. The poor old mare was plodding along, trudging cracked chipped hooves through the sludge. The old beast grunted and whined at the hard labour of trawling the cart through the silt and clay. Head down and wheezing for breath, the poor old thing's back trembled, aching under the load.

One man rode the cart, a portly merchant. The curves of his pudgy body were only just hidden under his flowing travel robes. They were dirty and damp, having been soaked just recently. His fellow, this sorry caravan's sole guard, trudged along behind on foot.

The guard, a knight in gleaming plate steel armour, was completely clad in forged metal. Save his feet that was. Clashing with his gleaming polished plate, he wore an old pair of leather boots. The ratty old mouse nibbled leather sunk into the loam and soaked through.

"My feet would have been dryer in my own boots," the knight complained. Water squelched in through the loose worn seams.

"You could ride on the cart," the merchant quipped.

"I'm keeping up just fine with your old nag."

"Your feet would be dry though."

"And your poor old horse would be dead." The knight gestured to the suffering shaking old mare with a gauntleted hand. "She's barely managing with your old cart and your fat ass."

"You weren't so worried about my mare's well being yesterday when you tore a chunk out of her with the bull whip."

"I swear Peyton, if you don't buy a new fucking horse when we get this payment, I'm going to hitch you there. And you're going to pull the cart with her in it and me driving you!"

"Aye, a new horse. Maybe a new guard too, eh Shelton? One that comes standard with less complaining." The pudgy merchant smirked despite the throbbing in his head as he glanced back at the other man.

"I'll leave with my share and you'll never see me again," Shelton agreed.

The knight clenched his teeth. His feet were killing him. They had been all day. A strange dull ache was spreading deep in the bone. It wasn't a soreness of hiking. It felt like his very bones were being stretched out over a rack. Like white hot wire was being drilled down the core of his toe bones, the agony was practically unbearable. He couldn't figure it out. He'd marched a hundred miles without stopping before. This soft earth shouldn't have posed any problem.

He'd hopped down from the cart to walk in the first place figuring it might ease the pain. Nothing he tried seemed to soothe his poor feet though. On them or off them, stretching and flexing or holding them still, the pain seemed ever present. They'd been sore ever since clawing out of that accursed tomb. While he'd buried the hatchet with the merchant after getting out of the tomb by the skin of their necks, the pain was rapidly making him more frustrated and irritable.

"Where the fuck did you get these boots?" Shelton suddenly snapped after a few more painful minutes of silence. It was the only remaining possibility. "My feet are just killing me. Have been since I put these on."

"Take them off then!" Peyton replied, showing little sympathy for the knight's plight.

He himself was slouched down in the cart's driver seat. The merchant had been nursing a splitting horrible headache since early that morning. His skull felt like it was on the woodcutter's block, with an axe constantly driving into it. The pain seemed to focus to two hot burning points on either side of his temples.

Eyes clenched shut and hand clamped tight on his head, he hardly kept himself from moaning and whining in agony. He rubbed up over his baggy merchant's hat, clutching at his head in misery. The knight's loud deep voice was hardly helping as it rattled through his head.

"They're the worst boots I've ever worn."

"Wear them or don't, I don't care, just shut up! My head's killing me," the merchant moaned. "Gift horse in the mouth right? I give you boots and you do nothing but complain. Typical."

The knight grumbled.

They slogged on. Whole party miserable, the horse suffered under the load, the knight suffered for his feet, and the merchant suffered his headache.

Nothing seemed to halt or lessen the pain. Worse, it seemed to be slowly growing more intense. Peyton felt like his skull was cracking and pierced. It would have been no worse if two iron spikes were being hammered into his head. The knight's feet throbbed and spasmed. The ache penetrated so deep, it made his feet flex involuntarily between his steps.

With the driver's eyes closed in nursing his aching head, their course was not being carefully watched. It was only a matter of time before that led to problems on the old poor road. The weary mare stumbled along, slowly drifting to one side. Finally, the cart's wheel slipped off the center of the road. The whole thing slid down, slumping off the harder path. The wagon wheel sunk deep into a wet squelching rut.

The cart lurched to a sudden halt and the horse buckled into her yoke. The mare tugged and pushed. The cart would not budge.

The knight was complaining before the merchant could even open his eyes. "Gods damn you Peyton! Watch the blasted road!"

Peyton braced himself, getting ready for a long drawn out argument. Shelton never let screw-ups slide, and now he seemed even more irritable than normal. The stabbing pain caused by the mere noise of the knight's words certainly made the merchant feel less inclined to fight back and defend himself as he'd usually be.

But instead, the knight was so frustrated, he just wanted to get going again as soon as possible. Without another word, he threw his shoulder into the back of the creaming groaning old cart. Shelton grunted, digging in his heels and shoving the stuck wagon. Flexing his muscled legs and feet sinking into the mud, he pushed the cart with more effort than even the old horse.

With a buck, the cart jerked forward. A flick of the reins was all it took to get the old mare walking again. The knight panted, following on along. It took him a while to catch his breath, but of course once he did, he had another barbed remark for the merchant.

"Keep it on the road now. You're pushing it out next time," the knight said between grunts.

Peyton didn't even attempt to answer. The pain in his head seemed to take the words right out of his mouth before he could even draw breath. He simply rubbed at his temples, pressing his fingers hard into the skin and hoping he could massage away some of the pain.

They continued on as the day crawled along. Finally they returned to more well traveled and better maintained routes. At least the cart was less likely to stick.

The two of them only suffered more and more with their own personal tortures. Shelton's boots felt like they were full of molten lead. His feet burned horrifically. Not only did the bones ache, but the flesh and muscle over them seemed to be ripping and tearing, almost like they were being pulled apart.

Similarly, Peyton felt hot hard spikes pressing out from within his head. The burning pain seemed to spread tendrils like roots right into his brain.

"Gods damn it!" Shelton finally cursed.

It was too much, he simply couldn't continue to suffer this agony. Easily catching up to the slow weary horse, he sat on the back of the cart. At once, the wheels sunk deeper into the wet muddy road.

The poor old horse wheezed and groaned, instantly feeling the weight of the huge bulky man and his heavy steel armour. The mare whined miserably, back buckling and legs trembling. She dug in her hooves deeper, clawing along. The cart slowed to a crawl, poor steed labouring under the load.

Shelton started undoing the worn boots he'd been lent. There hadn't been laces, so he'd tied them on with rope. It made it a frustratingly long process to get them off. In the meanwhile, his feet were aching and throbbing.

His toes seemed to be forcing themselves into the tips of the boots. Like constantly stubbing them, his digits curled in tight, trapped and constrained. The bones were jammed painfully against the leather and starting to feel crushed. At the same time, his heels were digging back into the boots, tightly stretching the leather. His ankles ached, clenched by the increasingly constricting footwear.

At the opposite end of the cart, Peyton felt like his head was being squeezed by a vice so tightly that it was going to explode. His temples felt inflamed and pulsed when he pressed his fingertips to them, like there was some sort of pressure that was forcing it's way out from the inside. The pain only increased with each passing second, and he moaned as he scrunched his eyes together tightly, trying with all his will to control the pain

Finally the knight got his makeshift boots undone. Pulling them off, he found them so incredibly tight. The boots were bulging around his feet, almost like they'd shrunk around him. He'd not had so much difficulty getting them on. His feet and ankles no longer seemed to match the natural curve of the boot. Shelton sneered at the old, stitched leather in his hand, still blaming them for the issues and his pain.

His toes felt tight, stiff. They were still curled in tight within the crushing grip of the boots, but every moment, he found himself less able to even flex them. They felt hard, solid, almost like they'd been turned to stone.

After much fighting, he managed to wrest the boot off him. He practically had to rip it, shredding some of the old rotten stitches. He pulled the split boot down, slipping it off his foot. His leg continued as usual, until suddenly it changed.

Starting just over his ankle, he found his leg and foot white. The knight frowned, brow furrowing. He'd not expected to find something of the sort. He leaned in to examine it. It wasn't the white of calluses or cold clammy flesh. It was pure snow white. It was textured too, stringy and sleek rather than the usual pebbling of human skin.

Shelton reached down to touch at it, fingertips probing his heel. It was hair. It was long shaggy flowing hair. His eyes went wide and his fingers quickly cringed back. His mouth fell open. The knight's voice caught in his throat. He felt like he should scream, or curse, or just let out a mad shout. Instead, he hardly produced more than a stunned gasp.

Panicked, his breathing quickened. Under his gleaming plate, his chest rose and fell faster. He ripped the boot the rest of the way off, throwing it to the road behind their slow rolling cart. What was revealed was far from his old human foot.

His heel had shrunk to almost nothing, hidden under a coat of thick long white hair. It had also swollen, bulging larger. Oddly, the swelling didn't look like inflamed flesh. Rather, it looked purely bony. He was looking at a big bony nub of a joint as big and roughly in the shape of a human fist.

Below that, his foot had barreled out, rounding to become more cylindrical, practically matching his lower leg. No longer having a flat sole, it hardly seemed fit to stand on anymore. It was all covered in that long shaggy white hair. As the flowing hair was freed from the tight grip of his boot, it fluffed right out. The hair flared out into a wild feathery brush of fur.

Finally, there were his toes. Or more accurately, his lack thereof. His foot was capped in a big hard nail. White, solid, and thick, it was a round hoof as big as a small plate. His foot had become a horse's hoof and hock. The white downy hair was the fur of a feathered fetlock.

Shelton let out a scream. Hands gripping the cart under him, he threw himself back, almost like he was trying to get away from the shocking sight.

The heavy armoured knight slammed back down into the center of the cart. Like a sledgehammer, he pounded the cart's wheels deep into the soggy road under them. They lurched to a sudden halt, pinned into the ground as sure as a driven nail.

The old nag pushed her shoulders into the yoke, tugging on the cart rods. She yanked, but the cart remained firmly stuck. The poor old horse leaned into the harness, trying to push forward.

Peyton heard his companion yell from the back of the cart but was too focused on his own plight. The pain had increased to a level he'd never experienced before and he felt tears welling in his eyes while he pressed hard against his temples. Rocking back and forth slightly on the driver's seat, he felt another pulse from within his head, temples flexing under his fingers as he howled out loudly in desperation. His breathing quickened and he clenched his jaw tightly, grinding his teeth together as more and more pulses continued, causing more and more pain.

He moaned to himself and bent forward, praying openly for the pain to stop when suddenly his temples pulsed and throbbed under his fingers more than before. Peyton had tears running down his face as he leaned back and groaned, feeling something pushing outward against the skin of his head. He screwed up his eyes and felt his breath catch in his throat as the pain came to a point on either side of his skull, the thin skin drawn taut under the pressure.

Even through the pain, he gingerly pressed his fingers against the tips, feeling over the pointed edge for a moment before another pulse racked through his skull and caused him to reel backwards. He clenched his fingers into fists and screamed as he felt his skin tear as the pressure increased again. From his temples, he felt something growing outward and taking the pressure along with it. Gritting his teeth against the pain, he moaned as the growth continued and bulged, all the while feeling his skin stretch to allow whatever it was to push it's way through.

The two growths on either side of his skull wormed and twisted outward as they expanded, like some sort of bone that was rapidly developing. The curling shapes continued, as did the agony Peyton was feeling. His hands shook as he held them up and away from the growths as they continued their transformation, and his body trembled as he felt his head getting heavier by the second.

And then, finally, the pain came to a halt along with the pressure all at once. Peyton was left heaving, cheeks stained with tears, eyes red and voice hoarse from yelling as he lay against the side of the cart. After a few moments, he coughed and groaned as he reached up with both hands to find out what happened to him.

The merchant's fingers collided with a hard, smooth surface that hadn't been there just a few moments ago. With a growing dread, he traced his fingers outward and found the tips of each growth and then worked his way back to his skull, feeling their thickness increasing as he got closer to the base. He shuddered as he placed his hands against his head, confirming that somehow, impossibly, he'd grown a set of what felt like curved ram's horns.

Peyton began to shake and twitch as he reached up and gripped the horns tightly in his hands, pulling at them as if to confirm that this wasn't some sort of fever dream. They were firmly and rigidly rooted to his skull. He felt new tears surfacing as he tried to make sense of what was happening, though he prayed that this was all just a terrible dream. Then, he remembered his companion in the back and quickly dried his eyes before he turned to see what had happened.

Looking back, the merchant found the knight sprawled out on his back in the middle of the cart. Shelton's face was white and gasping in shock. Both his hands were gripping at the calve of one leg. The leg ended in the source of his sudden fight, a big white hoof and furry horse fetlock. Shelton's foot had become a fully formed horse hoof. Stunned, the knight could do nothing but heave with breath.

From the twisting shifting writhing under his other boot, it was clear that one foot wasn't alone. They were still growing too. The large smooth round hooves swelled larger and larger, one in full view and the other stretching out his remaining boot. His ankles and feet, now hocks and lower legs, continued to grow thicker and brawnier. Shelton just watched in stunned silence.

The old mare continued to tug and push at the caught cart. What finally gave were the old leather straps of the harness. With two old dry brittle cracks, the straps snapped. Freed suddenly, the poor old horse almost fell forward. Taking a few stumbling steps, she staggered forward to catch herself.

The mare looked back, finding her driver and the old suck cart, and she was no longer attached to them. The poor old beast looked over the load she'd just been relieved of. She even glanced to Peyton.

No love lost between the poor old beast of burden and her hard driving owner, she simply turned and started walking away down the road. Not wanting to have anything more to do with the heavy stuck cart and the two whipping men, the old horse just decided to leave. The two changing men were left alone on the stuck cart.

The merchant was still too stunned by the changes to truly care about the mare abandoning them. Instead, he couldn't help but stare over at the knight sprawled in the back of the cart with actual hooves instead of feet. Peyton's eyes bulged at the sight and he felt himself stiffen at just how wrong it all looked, then suddenly realized how wrong his horns must've looked on him. The added weight also seemed to be throwing off his balance slightly, and turning his head too sharply in any direction was met with dizziness.

In the back of the cart and focused on his shifting feet, Shelton didn't even notice the old girl had abandoned them. In fact, he seemed to be well on his way to replacing her. Already his hooves had grown larger than those of the little old mare.

Torn from within, his remaining boot burst open. It fell in shreds off the back of the cart as his hoof outgrew it. The huge hard nail was the first to break through, but his foot and ankle weren't far behind. As they barreled out larger and thicker, the shredded the last of the seams and left nothing but tatters.

Shelton looked between his two changed feet. He shook his head in disbelief. It couldn't be. They couldn't be a part of him. This change was completely impossible. But, trying to flex his toes, he watched stunned as the white hooves and white furry socks turned and curled to his exact commands.

They were fully part of him. There was no seam between his leg and changed ankle. His feet had simply become inhuman. With the realization and being freed from the tight crushing boots, all the pain and agony suddenly vanished. His hooves had been reshaped into their new form.

The knight continued to flex his changed feet, wiggling his big solid hooves. Conscious thought returned to him, though he was still stunned stiff.

"Oh gods! What's happening to me?" he asked.

For the first time, Shelton looked over to check on his fellow the merchant. His eyes went wide again as his gaze crossed Peyton, and specifically the pudgy merchant's head. His face was framed by a pair of curled horns. The big, coiled, bony growths extended from his temples, wrapping around his ears, and came to a point by his cheeks.

"Holy fuck! What's happening to us?" the knight cried out.

The merchant was breathing heavily now as he answered, "I--I don't know! I've never... this is... I--I don't think that we can--"

The knight looked back to his own legs, his pressing concern. Shelton clutched at his chest, steel fingers clawing at his heaving breastplate. "Oh gods. What am I? What's going on?"

As the two of them watched, it became clear the fur was crawling up Shelton's legs. Above the long shaggy white fetlocks, new hairs were prickling out from his calves and shins. Here they came in rich brown. The little hairs grew in just as thick and full, but didn't stretch as long as the shaggy feathering of his once feet.

The knight gripped both hands at one of his calves, squeezing tight right above the growing fields of fur like he was trying to tourniquet off the change advancing rapidly up him. The new fur just kept coming though, spreading up the panicked knight's shins. He felt the hairs prickle in under his hands. The fur vanished up into his steel greaves, spreading away and out of sight.

As Peyton watched the fur creeping up the knight's legs, a sudden heat bloomed in his ears and he shifted uncomfortably in his seat. The warmth spread against the skin and the cartilage of both ears and seemed to increase with every passing second. Peyton wasn't in pain, but the sensation itself was intense and he reached up to rub his ears as he felt another change coming on.

While he rubbed his fingers, he felt the skin of his ears twist and stretch slightly under his touch. Soft hairs began to poke out from the skin as the cartilage beneath reshaped itself and pulled outward more. The hair grew more and more along the length of his now tube-like ears, covering the bare skin with a soft down.

Peyton's heart was racing as he felt the change continue and realized that there was absolutely nothing he could do to stop it. The thought of him turning into some sort of monster frightened him to no end and he couldn't help but moan aloud while his ears continued to turn less and less human.

The heat began to spread slowly from his ears to the rest of his head as more changes seemed to be making themselves known to him. He ran his fingers along each ear and felt the now inhuman form for himself. Both ears were now long and pointed with fur covering the back of the longer shape. They twitched and moved slightly under his touch, flicking this way and that as he felt around. Both ears had also pulled away from his head and were now pointing outwards, flared from the sides of his head, through the curve of his horns. But at the merchant felt his new ears and more heat began to blossom over his head and face, he heard movement from the back of the cart and glanced back to see what was happening to Shelton.

The panicked knight was far too consumed with his own advancing change to notice what was happening to the merchant. His hands flew to his greave. Hooking his fingers into the armour, he tugged to tear it off. Reckless and terrified, he pulled at his precious polished armour, ripping it off without care for damaging it. Prying it open, he got to the belts and buckles. He tore them open, flinging away the halves of his steel plate.

The rich chestnut brown fur was already spread all the way up to his knees. His whole lower leg was covered. The short sleek brown fur ran all the way down to where it met the shaggy white feathering over his hock ankles and dusting above his gleaming white hooves.

Shelton clapped a hand to his mouth, watching with pure shock and grim resignation. He could do nothing but watch as his body warped before his eyes. It was clearly continuing up into his thighs. He could feel his armour and the leather straps underneath growing tighter and tighter. They dug into his growing flesh.

The seams between the plates over his legs began to spread and pull apart. Forced by his growing thighs, his armour was pulling itself apart. His legs were growing broader, spreading to make his thighs deep and wide. They bulged behind him, making him slowly rest slightly higher where he sat on the cart. Layered cords of new muscle laid themselves down the backs of his legs, bulging them out into thick beastly flanks. They failed to grow wider though, quickly stretching his legs out into a new inhuman shape.

Peyton shifted uncomfortably as his entire head was enveloped in warmth, though it wasn't necessarily pleasant. The heat grew and he felt his hair lengthening and thickening on it's own, an itching sensation crawling over his scalp as he reached up to feel what was happening. His once cropped and trimmed hair was now flowing longer and longer over his head, reaching a shaggy length and curling on it's own as he ran his fingers through each lock as it seemed to grow more wild and shaggy with every passing second.

Suddenly, the itching spread it's way downward towards his face and instantly, he felt a sort of tugging from his cheeks and jaw and nose. At once, a thick beard burst from his skin, each wiry strand growing out from his pores and seemingly flowing together into an impressive forest of thick hair the likes of which he'd never been able to grow before--not that he'd ever really tried. His nose felt like it was broadening, growing wider with each breath he took and reshaping itself slightly.

With every breath, more and more air entered the merchant's lungs and his mind became more aware of the scents around him, even amidst the wild changes wracking his body. Peyton felt the tip of his nose flatten somewhat and sort of press outward into a new shape entirely. He reached up to touch it, feeling along the almost muzzle-like form.

The merchant was practically beside himself now and couldn't help but shudder as the changes rolled on. The warmth continued downward to his shoulders and back, where he felt tiny pinpricks through the heat, and could only assume that more hair was growing out of what had once been his mostly hairless form.

At the other end of the cart, Shelton's changes only seemed to be accelerating. The greave the knight had left on swelled and burst, lower leg outgrowing its leather straps. They snapped out of their buckles, letting the armour lamely hinge open. The forged polished steel slipped from his changing leg and fell with a clatter to the cart bottom. Underneath, his shin and calve were revealed to be changed fully, like the others. His very bone was growing thicker, swelling his leg wide and broad. His furry pelt stretched tight over his new bony legs, leaving much less flesh on them than his human ones had.

Shelton watched in silent horror as his body became undeniably freakish and monstrous. Forget ever being or feeling 'normal' again, it had gone far beyond the point of being easy to cover up. Nothing about his legs, be it their size, shape, or even length could convincingly match the human norm. Even if he shaved the fur off, their still be warped and inhuman. He wouldn't be able to pass for human under anything less than a full length robe.

Clawing at his face, Shelton could hardly to more than whimper. He shook his head slowly. The horrible realization that he'd never be able to return to civilization started to sink in and gnaw at his sanity. He ground his teeth, scraping them back and forth over each other. He was helpless before the strange and arcane changes racking his body.

His thighs more than made up for the lack of muscle and mass on his slender gaunt calves. They swelled with increasing speed, new muscle rapidly overspilling his armour. Straps, buckles, and hinges gave way, cracking and clanging as his armour broke to pieces around him. The last shreds of his leggings shattered away, scattered like shrapnel.

While Shelton's changes continued, Peyton sensed that his were winding down for the time being. The warmth that had enveloped his head seemed to dissipate and along with it, the itchiness and strange warping sensations his flesh had been put through. Though still, his ears now twitched flicked on their own accord as the sounds of the forest around them seemed to be enhanced.

The merchant slowly pulled himself up from his awkward sitting position and turned his head, feeling the strange hefty weight of his newly sprouted horns on either side of his skull. Wincing slightly at the benign pressure that seemed to be fading, he turned his head towards the other man and watched with abject horror as his lower half became more and more warped and beastly.

Even his loose cloth underclothes were pulled taught by the huge growing flanks of his new horse-like thighs. The fabric pulled tight, tearing at the seams. Through the ripping gaps, even more rich brown fur was visible. Finally, the beleaguered smallclothes just gave up. Seams tearing, they split from his huge new beastly hindquarters.

His thighs had grown so broad and massive. From top to bottom, it was approaching an unbelievably inhuman foot and a half. If a hand was planted on the inside of his thigh, even stretched as far as it could, finger to thumb would hardly cover half of the massive muscled girth.

With his garments shredded, Shelton was now nude below the waist. Not only were his huge new thighs and furry legs fully out in the open, so was his taut muscled ass and sizably large package. His limp cock, a goodly four inches long even soft, drooped over his plump egg-sized balls. His impressive manhood jiggled and slapped between his furry horsey thighs as he shook and twitched with the changes.

Peyton blushed at the sight of his companion in the buff, but the changes that were flowing over his lower half were too wild and weird to look away from. A strange scent floated in the air as the merchant breathed rapidly, watching the transformation flowing over the hired knight. It seemed to set it senses afire with something, some sort of feeling he hadn't felt before. No matter what it was, he continued to watch, eyes roaming over every new change the other man suffered.

It seemed Shelton's change was far from done though. It wasn't content with merely changing his legs. It continued working its way up, spreading across as of yet untouched human flesh. The fur spread over his solid muscled glutes, wrapping all the way up to his waist. His behind swelled with new thick slabs of muscle, giving his thighs a run for their money.

So much mass packed onto his bottom, all of it thick hard and defined bulging muscle. The poor changing knight's backside grew to almost double its previous size, swollen under him plump with new strength. Even his hips expanded out, spreading wider. More thick flesh swelled out his growing ass. By the time the new growth was done, his hips had become noticeable inches wider than his waist. They'd grown almost as broad as his strong shoulders.

And then the fur started washing up over his crotch. Pickling hairs poked out around his balls, advancing up to mingle with his already hairy groin. At once, Shelton could imagine what was going to happen.

He shook his head, weary, exhausted, and defeated. "Oh no," he moaned. "No, no, please, no," he whimpered, hoarse and helpless. He clutched at his head and braced for the inevitable. As if it wasn't bad enough yet, now the change was going to take his manhood too.

The horned merchant moved forward slowly, his sight entirely focused on the changing knight's crotch. He felt drawn, almost, like everything in his mind was telling him to watch what was happening... and that it was good. In the back of his mind, he felt disturbed at such a thought. But for now, he chose to simply move forward until he sat opposite Shelton and let his eyes roam over the knight's massive, newly equine lower half.

His mouth was agape at the changes continuing to happen to the other man, and his nose continued to sniff, feeding that strange scent to the rest of his body, a pleasant tingling flowing over his skin and... between his legs, he felt the familiar stirring of his own cock as it began to harden and lengthen. Steadily, his manhood made itself known as it tented prominently against his slack pants, drawing an obvious shape of arousal between his legs as he watched the other man change.

Shelton was too occupied watching his human genitals get overtaken and panicking at his approaching beasthood to notice the merchant closing in and staring right down at his uncovered crotch. Both their focus' were now fully consumed by the knight's changing package, one anxious for his slipping humanity, and the other aroused at the sight.

The fur overtook Shelton's plump balls, bathing them in a soft velvety coat. The poor knight grit his teeth and groaned through them, pitifully watching the unstoppable advance of the change. At once, his testicles swelled with growth. They ballooned inside their new furry sack, flaring out, heavy juicy and full.

Like his legs before them, they grew massively and swelled far passed inhuman. His prized plump human jewels rapidly were growing out into heavy breeding stud orbs. His loosening leathery furry sack spilled out onto the cart floor between his sprawled legs. His new hanging balls slapped to the planks, fat and heavy. The girthy swollen globes grew passed the size of apples, each of them becoming palm filling.

His swollen furry sack could be comfortably cradled in two hands, and his fat thick nuts looked like they'd be hefty even still. They spread so wide that they brushed on the insides of his broad thighs, even with them spread and his hips newly widened.

That heady musty manly scent that had first trickled into the merchant's changed nose suddenly seemed to double and triple. Teasing at Peyton's new flared nostrils, the heavenly enticing scent wafting up from Shelton's heavy furry balls was almost irresistible... and the merchant just couldn't help himself. Those thick furry orbs seemed to call to him with their scent, drawing him in like a bee to a flower. He couldn't pull his eyes away from those huge voluminous balls.

Slowly, Peyton leaned forward and carefully reached out a hand. As his nostrils flared, eyes intent on the prize before him glazed over with a lust he'd never known before. His outstretched fingers connected with the new grown fur that covered the thick, ample balls of his companion, and he caressed the thick equine sack as he leaned further forward, drawn by some impossible force to breath in that delicious scent straight from the source.

With his inhibitions well and truly gone, Peyton leaned forward and pressed his changed nose up against the furred sack of the knight, breathing in the heady scent that was emanating from the man before him. He moved his head up and down slightly, letting his new half-muzzle drag over the musky skin and fur as he breathed steadily in and out, the new fur of his hired knight tickling the new beard he'd grown not moments ago.

The knight was not a willing participant in this, though it was his body's new smell that started it. When Peyton leaned in, he could no longer escape Shelton's notice. Certainly he took note when the merchant laid a hand on his plump furry balls. At first, he was struck by the pleasure. Shelton's eyes slipped closed and he moaned. He squirmed, feeling the man's fingers softly caresses his huge orbs. His cock stirred, wiggling to limp life on the plush resting place over his pleasured testicles.

Unlike Peyton though, Shelton shook himself out of it. He opened his eyes to find the merchant burying his slight muzzle into his giant furry sack and inhaling deeply. For a moment, it was enough to take his mind off the change. What crossed his face in the absence of terror though was disgust. What followed was mostly reflex, though had he time to think, the knight probably would concur.

Lifting a furry leg, Shelton brought his white hoof and feathered fetlock all the way up to his belly. The hoof took aim, pointed squarely at the offending merchant's head. He kicked. Thigh flaring and glutes flexing, he gave him a quick swift kick. The short flick of the motion saved Peyton from what could have been the full force of a tensing stallion's firm strike.

His huge wide hoof rang off one of Peyton's curled horns. The hard horn saved his skull from the brunt of the connecting impact. The force was still enough to send Peyton reeling from between the knight's crotch, knocking him back to the front of the cart where he landed hard on his backside, sputtering and struggling to find the breath he'd lost.

"What the fuck is wrong with you!" the knight bellowed, snorting out an angry puff. He watched the merchant with a scowling glare for a moment before turning back to apprehensively watch his changing package.

The slightly dazed merchant struggled to sit up, bracing himself against the back of the driver's seat with both arms. He shook his head and placed a hand to the side of his temple, feeling along the bony growth of the horn that Shelton had stuck with his hoof. The horn had held strong though and the jolt he'd received was already fading, unlike the tent between his thighs.

With a grimace, Peyton glanced back at the still changing man at the other end of the cart. The strange scent was still very much present, though it's effects seemed to have been lessened considerably thanks to the knight's reaction. A creeping blush sprang on Peyton's now bearded cheeks, though he couldn't help but reach down and fondle his aching hard-on. The shame he felt was somehow not enough to stop him from the growing pleasure between his legs.

Shelton couldn't linger on wondering what had gotten into Peyton long though. Finally, the change had spread into the knight's cock. Draped down over those huge furry horse balls, the little limp fleshy human dick was now dwarfed as to look pitifully small. Everything had outgrown it by leaps and bounds, the huge flank thighs around it, the enormous balls it rest on, even the huge rump of an ass behind it.

The change certainly wasn't going to leave it like that. Shelton felt his dick start to tremble and shake. The knight bit his lip, trying to fight it. He squeezed his legs together, trying to hold it off. That accomplished nothing but pressing his thighs together into his thick heavy sack. His furry balls plumped up and forward, stroking up his wide inner thighs. Tossing his head back, the knight whimpered and moaned.

Filling, his dick started to rise. Blood rushing in to fill his member, it pulsed and grew. His lifting cock bobbed up and down with the beat of the knight's heart, wobbling slowly up from its plush resting place on his velvety balls.

The lust that had filled Peyton not a few moments ago had returned, though he was still wary of moving closer to the knight again for fear of another kick to the head. But the horned merchant simply couldn't seem to stop his aching arousal from getting the better of him as waves of pleasure crashed through his body and mind. Just the site of the knight's cock rising and engorging itself above those velvety balls caused Peyton to moan aloud.

Unabashedly, he reached into his pants and loosened the drawstring to make room for his now leaking and achingly hard cock. He grabbed a hold of the member and pulled it through the opening he'd made, eagerly starting to stroke the short but thick length between his plump thighs. He'd never been particularly proud of his manhood, but right now, all that seemed to matter was how much pleasure he could get from it. He focused his eyes on the still changing Shelton, moaning lewdly as he witnessed the final transformation of his hired knight's cock.

Such an intense rush filled the knight's swelling member. Shelton could only grit his teeth and watch it nervously though a tense squint. His dick grew hard and fast. Within moments, it was aching and throbbing, standing tall at its proud six inch length. Still the human member looked pitiful between his huge thighs and hanging above his massive balls.

But it would not stop there. His cock continued to swell and grow, even after reaching its full aching length. Shelton cringed at the alien sight. He could guess what would come next. He braced himself, but there was simply no way to prepare.

Inches poured into his dick, swelling with a vigour matching his new thighs and balls. Flesh seemed to rush into his cock, forcing it larger, longer, thicker. It grew enormously, increasing in size even faster than the pace with which it grew erect. The hard shaft trembled slightly as it grew, widening outward as it continued its transformation.

As it grew, the shaft turned beastly like the rest of him. The knobby bulbous human mushroom head was the first thing to go. Swelling enormously, his shaft seemed to even push out his poor rigid throbbing cockhead. Growing in, the thick heavy meaty pole forced his human glans forward.

It flattened off his dick, pressing out the rounded head into something flat, blunt, and animalistic. What was left of the ridge of his glans flared out, blooming even bigger. The new flare spread out from the shaft. The ruffle of flesh ringing his new flat head puffed out like a wheel rim from the spokes.

His cock had passed a trembling quivering foot in length and still it hardly seemed to be slowing down. It had grown fat and girthy too, widening to almost two full inches across, not even accounting for the flared head. At its middle, a thick ring of flesh bunched up, making a wider rim to mark the midlength.

Above the ring, his cock faded to entirely light pink. His shaft lost pigment, as did his flattened purple head. Below, from its base to its middle, the cock started to darken, fading almost to pure black. Where the two clashing colours met, spotting and speckling. It left his shaft mottled and patchy, with blobs of the two colours straying across into each other's territory.

Continuing to rise, his thick beastly dick put on another foot. It hung out from his belly like a full forearm, prodding hard and rigid out from his groin. It hung over his heavy drooping balls, casting shadow over the massive orbs. No longer could his cock be said to be eclipsed by his plump rutting stallion globes.

Shelton continued to watch in stunned silence. His mouth hung open wordlessly, staring at what became of his maleness. The huge quivering pole of swollen meat swung lazily side to side. He dare not touch it, for a fear he could no longer truly put into words. So instead he continued to feel the bobbing pendulous weight of his dick as it swayed back and forth.

The sight was too much for Peyton. The changes occurring to the knight had only increased his pleasure and the speed with which he stroked his dick. With his pleasure mounting, he watched in pure awe as the once human member transformed, stretching out into a thing of pure power and virility, becoming inhuman and completely equine within just a few seconds. The merchant beat his own meat tirelessly, his fingers tightening around his shaft as he rubbed up and down faster and faster, watching the sheer spectacle of the forming stallion dick erupting from Shelton's groin.

Finally, he could hold himself back no longer and arched his back into the driver's seat behind him, crying out with pleasure as his cock erupted with a blast of white seed, each volley shooting out further and with more force than ever before. The first shot landed in his beard as he instinctively tightened his thighs and let loose another load, this one coating his shirt and was quickly followed by another and another. The pleasure he felt coursing through his body was truly immense and more powerful and hard-hitting than any orgasm he'd ever had.

He moaned aloud as his small but thick shaft continued to spurt every last bit of cum his balls had within them, and he finally laid his head to rest against the seat, eyes half lidded as he watched his companion at the back of the cart. His heavy breathing continued to fill his lungs with the intoxicating scent Shelton seemed to have developed, but for now, Peyton seemed content to simply stare at the half... horse-man.

Finally, the knight's immense shaft filled out to a towering two and a half feet. Suspended out before him, the flared head of the cock reached as high as his chest, and that wasn't even it standing straight up. If he pressed it to his belly, the massive thing would surely stretch above his head. Three inches thick down the shaft, it seemed totally too large for any human use anymore. And to make matters worse, the tip of it flared to an impossible five inches. He'd barely be able to cover the whole flat head with his palm. And he'd have to stretch to merely reach it.

Shelton bit his lip, breathing rapidly in hot huffing puffs. He was still trying to hold back, still trying to resist the call of the massive quivering cock. Still stunned, he just slowly shook his head. He couldn't believe what had happened to him, what impossible change had been wrought to his body.

His hands itched at his sides, scratching the timber under him. He resisted putting them on his new dick. He tried not to think about it, not to wonder about what it would feel like. He wasn't going to sink his fingers into that fat thick fleshy cock. He wasn't going to grip, stroke, paw. Until he touched it and felt it, he could still pretend it wasn't really a part of him. The knight clutched his eyes shut and shook his head. He tried to imagine his old body, as though he could turn it back and erase this as just a bad dream.

Then, Shelton suddenly let out a yelp, a sudden stabbing pinprick of pain jabbed him in the backside. Right away, he shot up off his ass. His spine had grown out, poking into the floor of the cart. The little nub of a bone stubbed itself on the floor with all the agony of slamming a toe. Lurching up and dropping down forward onto all fours, he presented his new wide ass to the recently spent and satisfied merchant.

Down on his hands and knees, Shelton showed off his new plump rump. Heavy hanging balls dangled between his broad thighs. Swinging and swaying, the huge heavy furry orbs slapped side to side, still jiggling with their fast movement up from the floor. They quivered and shook like jelly. The knight's beastly hindquarters were so huge and broad and packed with tense heavy muscle. His wide thighs bulged back with new cords of flesh, swollen under the soft furry coat.

Peyton's eyes widened from their post-orgasmic daze as he saw Shelton bend over on all fours, the now equine rump of his spread and bare for him to look at in all it's glory. The site of a horse's ass was something he'd seen a thousand times in his life of traveling and riding. But there was something so enticing and... beautiful about the knight's jiggling backside. The pure muscle underneath the soft looking fur, the wide and plump cheeks that parted generously before him to reveal the knights truly virgin hole.

He might have been tempted to get in closer were it not for the knight's wide white hooves, also facing back at him from under their shaggy feathering. The memory of the swift kick was fresh enough to serve as deterrent, though he still found himself craving to touch and explore the new flesh. Even the scent seemed stronger now, more intoxicating and wild to his new nose.

The bony nub emerging from above his buttocks continued to grow. Extending from his spine, new vertebrae stretched out the little bump, spreading it longer down his heavy rump. It wriggled down over his puckered ass, covering up the clenched sphincter. It coiled and squirmed, flexing as the new muscle came in.

The snakey little tail started to bristle with new fur. Dark hairs grew in, poking and prickling from the stretching flesh. The bony nub of the tail stopped after about half a foot, but the hair just kept on going. The strands came in so fast and sudden, cascading down his ass and flank. Rapidly stretching longer, the wiry hair was soon longer than the hair on his head, then is was much longer. Soon, there was three feet of rich thick black hair hanging from his tail, longer and lower than any maiden's straight locks. He'd grown out a full horse tail of long flowing silky black hair.

Soon, the swishing hairy horsetail was hanging all the way down to behind where his knees met the floor. It started to swish and flick side to side. The brush of long dangling hair whipped over his wide plump horse rump, swatting. The shifting made his huge thick full juicy balls jiggle. The wobbled enticingly with the swish of his tail. It made his wide strong glutes and rump flex and twitch. Even his plump puckered asshole, only briefly revealed by his flicking tail, seemed to flex and wink.

To Peyton, the man before him was astonishing. Impossible, but still astonishing. The knight had been impressive before but now, with his lower half bulging with muscles and brimming with fur, he had taken on such a strange and exotic kind of appeal. In the back of his mind, the merchant thought he might have been going crazy. This man before him should not have looked like this. None of this should've been possible.

And yet, another part of him seemed to be more and more in tune with the changes. He felt oddly at ease with his own changes, though they weren't nearly as extreme as Shelton's. But between the new scents he could smell now and his body's reaction to the sight of the man before him, Peyton couldn't help but feel a sense of rightness within himself. What was happening to them was so... wrong, but he'd never felt more comfortable at the same time.

The changes themselves might have been the bigger issue, but the horned merchant couldn't help but remember what he'd done to the knight just a few moments before. He'd never felt that way for another man. Ever. In fact, it was that instinctive, automatic pull towards Shelton's crotch that had him worried more than anything else.

He glanced over at the knight and felt his cock twitch eagerly between his legs, even as his spent seed still dripped along its half hard length. The memory of his face against the other man's heavy, softly furred sack filled his mind. With a soft moan, he sat up straight against the back of the seat he was leaning on, his face red and his cock slowly twitching between his fingers.

Finally Shelton was done changing. From below the waist, he had become completely horse. Knelt down on huge thick beastly legs, his giant broad white hooves pointed up from his shifted ankle hocks. The poor knight hunched down on all fours, panting and gasping from the unbelievable change and the clawing arousal. He was still shaking.

His huge swollen aching two and a half foot cock still hung fully rigid and hard under his belly. With him down on all fours, it slapped its flared flat blunt head right down to the wooden floor of the cart. It was poking out between his arms. The swollen five inch thick flared head was right under his face. Indeed, it was even taller than him.

Then there were his thick heavy balls. So swollen and full, they started aching for release. Wobbling, they slapped and rubbed over his wide furry thighs. The simulation only made his cock throb and pulse harder. He swore he could feel the huge stallion balls churning. Shelton groaned and bit his lip.

Lifting a hand, he clutched at his forehead. He squeezed, hoping this was a dream and he could wring it from his mind. The knight shook his head. He couldn't take his eyes off that huge inhuman dick right before his face.

"Oh gods, oh gods," he whimpered quietly to himself.

Almost as if taunting him, the huge horsecock throbbed and wobbled, trembling under him. It ached and whined for pleasure. The hard pulsing dick needed to be used. The knight stifled a hot moan, biting his lip.

Shelton took long hard breaths. At first he intended to settle himself, but it quickly became hot needy panting. He shook his head but just couldn't seem to clear his mind.

The pudgy merchant tried his best to maintain his composure as he watched the quivering cock and trembling form of the man in front of him. That massive, inhuman shaft protruding from Shelton's furry crotch seemed like it was also teasing him to no end as it twitched and jumped with each of the knight's movements. Peyton felt his face flush at the sight, but couldn't bring himself to look away.

The musky, heady scent still hung heavy in the air around them, and his newly transformed nose was practically forcing him to get closer to the source. Peyton grimaced and held himself still, gripping the hard wood of the cart instead of listening to his new instincts. He may have been incredibly horny and filled with lust for the other man, but he wasn't about to suffer another kick to the head.

Steeling himself, Shelton reached nervously for his huge furry thighs. He aimed his hands to the fronts of his wide horse thighs. Planting his hands on himself, he felt for the first time the touch of his fur. He shivered, horse flesh shaking intensely.

It felt so alien and strange, yet so real and concrete at the same time. His fingers curled, feeling the soft short chestnut fur under his palms and fingertips. He'd felt a horse before, and certainly that is what this was. What he wasn't fully prepared for though, was to feel it from the other side too. He could feel his fingers jostling his fur, ruffling the new thick hair. His huge thighs shivered.

The fast wobbling of the thick slabs of muscle made his whole horse hindquarters jiggle like mad. Again his plump heavy balls wobbled and shook. The knight grit his teeth as he could almost feel the seed tossing and turning inside them.

Briefly clenching his eyes and pursing his lips tight. Face going pale, he let out a slow breath. It all came down to the final sinking realization. It stuck deep in the pit of his stomach. This was real. This had actually happened. This was him.

Shelton opened his eyes, looking sharply up and away from his grotesque changed body so he wouldn't have to look up on the warped freakish horror that had become of him.

Before he could do much more though, he needed to stand. He pressed his hands down on his thick thighs, helping push himself up. Then he felt almost stuck. He was used to feet. His flexible toes would already be bent down to touch the floor. Instead, he found his huge hooves pointing up, and his legs resting on his furry ankles.

For a moment, he didn't even know how he'd manage this. Usually, it would be as simple as standing. Now though, he had to figure out how to get his hooves under him. Below the waist, his whole body felt stiff, unfamiliar, and blatantly unnatural.

Several moments of awkward twisting and turning, he managed to shift one hoof and plant it firmly down. Then he followed through with the other. Nothing had ever looked so ungainly.

Finally, he was crouched with his hooves flat. Closing his eyes and shaking his head, he tried to ignore the feeling of his long rigid cock laying out before him and his tight full balls dangling between his curled thighs.

He stood. Rising up, his massive two and a half foot pole of male meat swung like a slashing sword. If Peyton were nearer, the flared head would have given him an uppercut. The impossibly large cock bobbed before him, nodding and swaying. Hanging fully suspended, it prodded out, full length arcing out from his belly like the bough of a tree. It was as big as his arm and even thicker, rigid from his front.

His hanging swaying furry balls rattled and wobbled as his legs shifted and he flew up to his feet. It was so heavy. His balls were like a pair of iron weights. His cock felt like a full heavy hardwood lance.

But he was instead on his new hooves. He hadn't yet learned the balance of his new body. And it was the sheer unexpected and unpredictable wobbling weight of his towering cock that upset him.

His huge throbbing dick swung heavily up, caring on from his motion uncontrollably. It threw off his balance, sent him staggering backwards. He wasn't quick enough with a hoof and fell straight backwards.

Toppling from his hooves, so much bulky mass of horse and man came crashing down. Huge rump first, he plummeted right for the merchant with his cock out.

With a yelp, Peyton tried his best to scramble out of the way of the falling tower that was Shelton's newly transformed body. But the pudgy merchant wasn't nearly quick enough and with a shuddering slam, he felt the full bulk of the knight's body crash down on top of him. The broad horse ass pinned him to the floor of the cart.

After the initial shock of the sudden weight falling so unceremoniously on top of him, Peyton found himself wiggling to get out from under the other man. His groans were muffled as he pushed with his arms against the broad, muscled back of the knight, still clad in armour, trying desperately to get him off. That was, until he wiggled underneath the other man and realized that his still hardening cock happened to be pressed right against the thick puffy swollen clenched muscle ring of Shelton's new quivering asshole.

Peyton froze at the feeling of warmth against his cum-slicked cock and his breath hitched in his throat as he sat there. His cock throbbed and ached and grew instantly hard from the situation, and Peyton couldn't help but gasp underneath the other man.

Shelton startled, feeling the hard warm flesh brush up against his sensitive fleshy pucker. It made his whole body clench. Instantly, Peyton's cock was clenched tight by the flexing furry muscled rump that had become of the knight's ass. The thick warm velvety soft furry hams of the horseman's behind gripped him so hard and tight. Now, every little shift and squirm Peyton attempted stroked his cock through the firm hold of the furry clenching buttocks.

Peyton couldn't help but squirm under the larger man, his massive body acting like some sort of heavy, lumpy wall that had fallen on top of him. The merchant pushed and pushed against the lightly haired skin of the knight's back, his arms doing little to move the mass of muscles away. However, there was no way he could ignore the enticing, impossibly warm pull of Shelton's equine ass pressed against his cock.

He even felt the huge warm plump furry balls resting right in his lap. They squirmed and churned, tossing and pulsing subtly against his legs. The flicking hairy horsetail dusted tickling over Peyton's belly. So enticing and oddly arousingly erotic, the merchant couldn't stop his cock from pulse hot at the feeling of it. It swished hotly, tossing its long wispy hairs over the tense pudgy belly of the already achingly aroused merchant.

Shelton glanced back. His eyes met the merchant's with a harsh unkind glare. He couldn't fault Peyton for this one though. He merely fixed the man with such a steely stare it left little doubt he'd kill him if he tried anything.

Reaching back, Shelton put a heavy hand on the merchant's shoulder, using it to help push himself up. It gave him yet another taste of the knight's bulky hulking weight and immense strength.

Grace and dexterity wasn't something he'd regained In this form though. In such a rush to get his ass off the other man's lap and hard cock, Shelton again threw himself forward with more speed than he could manage.

He launched up and lunged forward, only to come off his hooved feet again. He fell, toppling down. His rounded furry knees struck the floor. Scrambling to catch himself, Shelton reeled. His strange legs continued to conspire against him, kicking and lashing out aimlessly.

Finally he just quit, giving up. The knight folded in on himself, it all becoming too much. He fell limp and curled in on himself. Clutching and clawing at his head, he let out a miserable whimper. His whole body shuddered.

Now that he was released from the incredible weight of the knight, Peyton quickly gripped the side of the cart and stood up. He trembled on his legs for a few moments, still taking in their situation as he looked down at Shelton, the knight's form bent over on the floor of the cart, his tail swishing from side to side.

The merchant's face turned red at the sight of the winking equine pucker, but with a huff, he resolved to get some sort of control over himself for the time being. Slowly, Peyton made his way forward to the knight's bent over form. He carefully reached out a hand and placed it on the shoulder of his companion, gently rubbing the hard steel plate as he tried to console the other man.

Shelton let out a heavy sigh and shook his head. "Oh gods Peyton. Look at me," he whined. The knight sniffled and wiped at his nose. "What am I going to do."

The question could certainly be taken the wrong way, what with the man's huge hard horsecock still hanging out fully rigid. Though his defeated hopeless tone made it clear enough. Peyton's gaze flicked down to the massive, flared head that was poking out from under the knight, but tried his best to focus only on Shelton as he spoke--which was not an easy feat.

"I... I don't know, Shelton," he replied softly, setting himself down on the edge of the cart as he stared at the other man. "This is--I've no idea what the hell is going on here. But we need to figure this out. We will figure this out, I promise."

Shelton shook his head. "I don't... I can't even fucking walk... and this... this..." he bit his lip and clenched his jaw tight. He wouldn't say horsecock, he couldn't. "It won't go down and... ugh..." he moaned so high and erotic, going flush in the face. "And it aches..."

The knight glanced back to the merchant, for the first time properly laying eyes on his changed features. Peyton could see the shock in the knight's widened eyes, though it certainly was tempered by the fact he himself had been through an even more shocking transformation.

Shelton looked over the merchant's huge curled horns. Glancing to the sides, he traced out the long furry ears. Even his face had been made hard to recognize, pushed out under the mouth, cheeks, and nose.

"Gods Peyton. Look at you," he exclaimed. The knight lifted a hand, half reaching tentatively out to touch at the thick curled bony horn. He abruptly paused and cringed back, as if having to remind himself he didn't want to touch the merchant and didn't want to be touched as such in return.

Then there was his heavy shaggy hair, long and curly, and locks falling wildly across his brow. His face was half covered in his beard, the thick, dark brown tangle looking wild and unkempt. He looked like he'd been growing them out for months when Shelton had seen him clean-shaven and trimmed just hours ago.

The knight reached up to his own face, touching first his lips, then his ears, then his temples. "I don't have anything... anything on my?..." he muttered, half asking Peyton and half whispering to himself.

The merchant's nostrils flared for a moment as he looked down at the knight before he cleared his throat and replied flatly, "No. Not yet, anyway. You're still as ugly as you were before."

"Not yet?" Shelton gasped, clutching at his mouth. He was still so shaken and stunned by the change that he completely let the insult slide.

Peyton had never seen the knight brought so low, made so broken. The poor man was a bundle of nerves and barely coherent. And with good reason. He could no longer be called human. He could hardly even be called a man anymore, more accurately he was a stallion stud, at least where it mattered.

The horned merchant sighed and looked away for a moment, giving the poor man a moment to collect himself and trying his best to think about what the next step was for them both. They couldn't go back to the small village they'd left from, and there was nothing for them back at the cave they'd just left. He scrunched up his eyes and thought hard for a few moments.

"Alright," he said finally, looking back down at the squirming knight beside him, "We need to get off this road. Can't risk anyone seeing us like this. That's our first move. Get deeper into the forest and then...."

Shelton nodded, fully in agreement. He gripped at his forehead. His cock still throbbed and ached, pulsing and quivering. He bit his lip. It would have to be dealt with. He reached for it, only to immediately catch himself by the wrist. He wasn't sure he'd be able to hold back if he touched it. He closed his eyes a moment and took a long slow breath to try and clear away the images of his fingers sinking deep into that thick fat flesh. He didn't want to jerk it off right in front of Peyton. He had to tell himself that to control his urge.

"I need... we need to make camp," Shelton said, breathing heavily and flush. The poor knight was obviously feeling the full effects of his lusty hard cock. "I need some priv... I need to... just, let's make camp."

Peyton nodded, his eyes roaming eagerly over the massive horsecock sprouting from his companion's crotch, "Y-yeah. I'll grab the essentials and we can... find a spot that's not too far away. And then you can, uh... you can take care of that." He licked his lips and sniffed deeply, moaning softly as he took in the musky scent that was pouring off of the other man.

Shelton hunched up, propping himself up on an arm. The man still looked broken and beaten down by the world. He looked down at himself with a sigh, shaking his head. His warped legs, freakish twisted inhuman body, and those massive grotesque swollen inhuman genitals just filled his vision. He couldn't believe how much his body had changed.

And still his cock teased and taunted him. It throbbed and ached, begging for use. It twitched and wiggled, almost like it was trying to catch the merchant's attention. The knight grunted and bit his lip. He huffed hard. He needed to get this thing taken care of.

A clear drop of pre beaded from the flat flared head of his horsecock. Flaring, his slit let out the drooling drip. It rolled down the flat blunt head, sticking like a bead of dew to his ruffled fleshy flare. The rich musty scent of the salty cum was so potent, doubly so to Peyton's new broad nose.

Seemingly seeking him out, the scent went right to Peyton's nostrils. He couldn't help but put his head back and take a deep sniff with his eyes closed. The salty smell of seed was so incredibly potent to him now. The merchant leaned slightly in towards the dripping knight.

Shelton shuffled his way along the cart, scooting over the floorboards rather than risk his changed legs again. Reaching the edge, he sat. Even his ass felt strange. He fidgeted side to side, rolling his big thick rump. Of course, that only showed off the plump expanses of his behind to the poor merchant. Those thick juicy globes of horse hindquarter meat squirmed, tail flicking teasingly over them. The heated swishing tail occasionally exposed that puffy puckered ring of his ass.

Peyton, for his part, tried his best to avert his eyes from the beastly spectacle in front of him. On one hand, he'd never felt anything like his when he looked at another man before. But now, with the changes between the two of them seemingly settled for now, he couldn't help but gaze openly at the knight's wide ass, his twitching pucker acting like it was winking at the horned merchant, just begging him to take a sniff--or more.

His own cock was now obviously tenting in his pants, sending waves of pleasure as it twitched and pulsed between his thighs. Had this been any other day, Peyton knew he would've tried to stifle his arousal in shame. But now, all he felt was the heat and lust that seemed to be a part of his very being. It was... instinctual. Simply there where it wasn't before. And knowing that, he found it easy to let his shame go, especially now that the knight was so clearly sporting his own towering erection in the open, though not by choice he knew.

The merchant couldn't explain it but somehow, that part of him that kept his inhibitions and desires in check seemed almost like it was gone from his mind. All he found himself focusing on was how good he felt in the moment, and for once, the worries and stress he'd been carrying around with him since the start of this job just seemed to melt away. He gazed over at the knight and though he felt himself flush at the strange, intoxicating sight, he didn't find himself feeling at all embarrassed. All he felt was the same strange pull towards the other man that he'd been feeling since their change started.

Shelton turned, hanging his legs over the end of the cart. His cock came with them, huge swollen log swinging out into the cool breezing air. His hooves reached the ground. He sighed and hunched his shoulders again at how huge and beastly he'd become. His heavy balls hung over the lip of the cart, he could feel the edge of timber in his furry dangling sack. The massive cock hung straight out so far ahead of him, he wouldn't even be able to grab the tip without leaning down to it.

The poor knight looked to his hooves, hiding under his heavy fluffy feathered fetlocks. He still didn't trust them. He hadn't yet found his balance. He needed to learn how to walk all over again.

Peyton moved forward to the end of the cart, his added weight causing the old wood to creak and groan as he stepped gingerly off the edge and onto the muddy road below. Turning on the spot, he found himself face to face with the huge swollen pre dripping horsecock. Mere inches from his face, the fat rigid juicy thing was so delectably close.

He took a shaky breath as that impossibly intoxicating scent filled his nostrils and watched as the leaking slit seemed to pulse open invitingly for him. Somehow he managed to hold himself back, even as it set his skin afire with the tingle of pure lust and desire. Furrowing his brow and fighting to ignore the massive cock, he moved to the cart and reached in, quickly grabbing his pack with a few essentials they'd need for camp. Scooping it up, he slung it over his shoulder before reaching up and offering a hand to the other man. A slight smile played across his newly bearded face as he looked up at Shelton, eyes flicking from his dripping horsecock back to his dreary face.

Shelton sighed and nodded. He was too exhausted and occupied with fighting off clawing burning arousal to offer any thanks. At least quiet morose appreciation crossed his sorry long face.

Taking Peyton's hand, he slid himself off and down onto his hooves. Right away, he started to fall forward. Peyton's hand wasn't even enough to catch the towering knight. Before the change, he'd been almost a foot taller, and packed with so much muscle he must have outweighed even the pudgy merchant by better than fifty pounds. Now, he was even taller, over a full seven feet tall upon his new longer legs. His huge thick thighs and massive rump added hundreds of pounds to him. And on top of that, he had to have almost another hundred pounds packed into his huge swollen dick and plump heavy balls.

Peyton dove half under him, catching the knight over his back. Even still, he only just managed to hold him back. Shelton slipped an arm around Peyton's shoulder. With his increased height, his arm fit nicely over the merchant.

Turning them both off the old muddy road and into the woods, Peyton set his sights on finding a clearing. Hunched over him and leaning a great deal of weight on him, Shelton followed along.

Peyton took a deep breath before reaching over to gently pat his companion on his armoured shoulder. "Let's find you somewhere to take care of that beast, eh?"

Just the slight slap was enough to make the huge suspended trembling rigid cock sway slightly side to side.

Shelton clenched his teeth and shook his head. Squinting uncomfortably away from the merchant he sighed. "Please, don't talk about it," he begged.

The horned merchant couldn't help but smirk slightly to himself as they set off together, his slow and steady pace just enough for Shelton to keep up with on his massive new hooves and unsteady legs.

"Who'd have ever thought I'd be carrying you?" Peyton asked with a smirk.

Shelton couldn't bring himself to respond. The knight bit at his lip, resisting that urge and lust surging through him. The heavy solid throbbing cock bobbed on him, tugging at his groin with its full hefty weight. Plump swollen furry balls wobbled and jiggled between his broad legs. Clenching his eyes, he tried to ignore it all. But he simply couldn't escape the sensation even with his eyes closed. His hairy tail swished behind his thick heavy ass.

The two of them stepped along out into the woods and the rest of their lives.