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Behooved - Part 4 By Kybal_Lutra And SystemDrake

Shelton climbed out of the cool water, stomping up onto the soft grass. Heavy horse hooves plodded, carrying the changed knight and his huge swollen horse hindquarters out from the makeshift bath. Dripping, his once soft feathered fetlocks were slicked wet down over his hard white hooves.

While the water had seemed to wash away his concerns for a time, stepping out into the brisk air only seemed to bring them back in all their weight. The changing inhuman half horse knight looked down at his huge beastly legs, bulging with thick muscular thighs. His long cock, only half limp, drooped down flopping over his massive bloated balls.

So much heavy horse flesh was under him. Muscle flexed and rippled, cords pulling and yarding at his beastly legs. His limp dick and giant orbs of testicles slapped and wobbled. The knight grit his teeth and sneered down at the sight of what had become of his once pristine and impeccable human body.

Far less concerned with the change, his merchant partner still wallowed merrily in the cold afternoon water. Peyton brought his soaking hands down along his less than remarkable body. While slicking his skin down with the cool, clear liquid, he couldn't help but eye Shelton from a few feet away.

Here, in the sunlight, Shelton truly was a sight to behold. His dark fur, wet from the river, was glistening in the sunlight. Peyton felt the pull of his new instincts intensely, wanting nothing more than to go over and put his own hands all over Shelton's impressive body.

But instead, the merchant simply sat in the shallow stream, biding his time and watching from a distance as he washed himself off. He tried unsuccessfully to force himself to think about their current predicament, but the beastly attractive half stallion man by him was far too distracting. Peyton doubted anyone had ever been in a situation like this before, so there wasn't much in the way of a precedent. Shaking his head to himself, he kept pouring the chilled water over his body, eyes still running over the changing knight.

Looking down, he took in his own frame. It hadn't ever been much to look at before, but with the changes to his head, he was sure he looked like nothing less than a fat freak. His chubby stomach and biceps and thighs thick with fat were signs of a man who'd enjoyed himself a bit too much in his life. And Peyton absolutely had, there was no denying that.

Still, looking over himself and comparing what he saw to the mountain of muscle that was Shelton was embarrassing. The other man worked hard and earned his handsome figure, which Peyton had to admit, he'd always been slightly jealous of. But now, with his animalistic changes practically taunting him every second, he found himself wanting Shelton in a way he never expected, though the larger man still didn't seem to reciprocate those feelings. With a sigh, he simply went back to bathing, trying his best to keep his mind from wandering too far.

Shelton shivered, body bristling at the chill on his dripping soaked half furred body. With a sudden spasm of muscle, a twitching flexing shake ran through his horse lower half. The rippling shiver shook some of the water from his sleek furry coat. Sneering, Shelton just grinned and bore it. That feeling, like part of his humanity slipping away, made the skin of his upper body crawl.

His long black tail flicked and swished, wringing itself somewhat dry from his morning bath. To his annoyance, the hairy horse tail just seemed to keep flicking, swishing over his huge rump of a horse ass.

Hanging his head, his shoulders fell with a long sigh. "What are we going to do Peyton?" he asked. The knight clearly was back under the brunt of the weight of the world. What brief relaxation he'd found in the cool water was all but gone.

The merchant shook his head and shrugged, "Like I said before, we just need to wait this out. If something else happens or, gods forbid, if someone comes along, we need to hide. There's no way we can be seen like this until we have some sort of a plan figured out."

Shelton wiped some of the moisture from his still human arms, flicking away the extra droplets. "Eventually, we're going to have to..." the knight trailed off.

Perplexed, something came over him. His brow furrowed and he touched to his middle. A strange tingle washed through him, pulsing with intensity towards his waist and hips. Something about it just turned his stomach. Waiting a moment, he checked to see if the sensation would abate. Instead, it only seemed to grow more powerful.

"Did you feel that?" he asked, glancing to the wading merchant. Shelton's furrowed brow turned down into a look more of worry than puzzlement.

Peyton looked over at the knight with concern as he stood up and walked towards him across the shallow stream. He walked onto the slight bank, feet digging into the rough sand and dirt that had collected there as he looked over at his friend.

"I don't--"

He moaned suddenly and stepped back to balance himself. A strange heat pulsed through him, emanating out from his core and rushing over his torso and limbs. His crotch had suddenly begun to stir all on its own. Peyton groaned with pleasure as he felt more and more waves of heat and pleasure beginning to swirl and pulse inside him.

With a huff, he sat down on the embankment and spread his legs and arms out. Something was happening to his muscles underneath the skin. It was like they were on fire as his heart pumped faster and faster. Something was starting to happen to the both of them once again.

Shelton groaned and gripped at his stomach. His gut seemed to be twisting in knots. "Oh fuck, what is it now?" He hunched over, heaving like he was about to be ill. His whole body, toned as a human and hulking as a horse, flexed as it tried to figure out how to cope with the sensation building in his middle.

It took him a moment to realize, and it seemed his body lagged too, that the problem wasn't in his stomach or gut. The tingling seemed to be just under the skin. It was in the muscles of his abs and the sinew where his thighs met his hips. It was also deep, not in his guts, but in his bone. Shelton could practically feel the dull stinging ache spreading through his hips and pelvis.

Already, all of that area was completely infected, turned from human into beastly and freakish horse flesh. But it seemed that was not the end of his curse and misery. More was taking shape. Shelton could only gnash his teeth and whine.

"No," he moaned pitifully to himself. In his anguish, his eyes watered. He shook his head.

Bony nubs pressed from the furred mass of his thighs. Brand new growths forced themselves from his body. That he was changing further was simply undeniable, leaving the knight reeling with the realization that he would become even more freakish.

The sprouting new growths pressed forward unstoppably. Stretching out his furry flesh, the nubs clawed out of him, like some other creature trying to escape his bulky mass. The new bone reached all the way back up to his hips and waist. A new pair of limbs was growing right from his front.

Peyton shuddered with the intensity of the heat that was now coursing through him, and the growing pressure that seemed to pushing outward from under his skin. His muscles were twitching as he moved. His skin suddenly felt hypersensitive like his nerves were all lighting up at the growing disturbance.

With a huff, the merchant grit his teeth and moaned softly as he felt his muscles all tense up at the same time, causing him to curl up on himself like a newborn. He could feel practically every grain of sand or speck of dirt that clung to his skin as the heat rolled through him in greater, longer waves. At the same time, between his twitching thighs he could feel his still human package warming up and hardening as he laid on the ground. It throbbed on its own along with his heartbeat and he could feel his balls aching like he'd been holding in a release for much too long.

As he laid there, his skin started to itch like nothing he'd felt before. It was a sort of burning sensation on top of the simmering heat coursing through him already, and it was all he could do not claw at himself with his fingers to try and relieve the sensation.

Laying there on the ground, he finally felt something new amongst the confusion of the changes. His limbs were thickening all over, starting with his biceps. The flabby fat that had grown over his arms and shoulders from years of eating too well and exercising too little seemed to be burning away in the heat, leaving only muscle behind. That same muscle seemed to be growing exponentially.

The burning change rolled over his chest, focusing on his plump and fat pectorals. Within seconds, the merchant felt the sensation of his own fat morphing into something hard and taut, growing rapidly from what had been there. His chest seemed to expand with each breath he took, inflating his now powerful lungs more and more as his heart thumped louder and stronger inside his ribs.

Bones started to shift, pressing outward and expanding along with his muscles, filling in the gaps and extending his musculature to new, impossible lengths. Peyton felt his neck tightening and then suddenly a shock ran down his spine as it started to lengthen and thicken. His back was filling out with broad muscle as if it was being sculpted and grown by artists. The merchant moaned at the strange feeling of growing, like he had when he was younger and his body had started to mature. Only this... this was something different entirely.

Fibres of new, strong muscle corded themselves around growing bones within him. Peyton grit his teeth harder as he tried to deal with the waves of intense heat rolling through him. He pounded the damp sand around him, curling his fingers into fists and making deeper and deeper indentations on the embankment. His strength seemed to grow exponentially with every second, along with the rest of his body.

Rushing down from his upper body, the changes swept over his stomach. The rotund and generous display of gluttony was being stretched tighter and tighter as Peyton's spine grew longer. His once depressingly large, chubby belly was being made flatter and flatter with each passing second, but then the changes seemed to sink in more fully.

With a sigh, the changing merchant felt muscles grow and develop that he thought he'd never see. Rising to meet the impressive display on his chest, his abdominals plumped and tightened as he arched his back and rolled slightly on the embankment. One set, then two, then three, and then four moulded themselves into his torso, creating an impressive display of strength from the previously fat merchant. His new muscles were massive, slabs of hardness and defined toned flesh. His old flabby form was being chiseled away to leave only perfectly cut, hard muscle from top to bottom.

From his legs to his thighs and abdominals, and upwards even still to his chest and biceps, Peyton was now an impressive display of masculine power. Each curve of his new muscles seemed like it was now cut from marble, the skin taut and covered with a large amount of dark brown body hair. His breathing began to return to normal and slowly the merchant relax his limbs from their curled position, slacking after the intensity of the transformation.

Shelton just looked on with hopeless resentment. He clutched at the new developing limbs. Shivering back from the touch of his fingertips, he found the new appendages to feel alien. His whole body seemed to revolt at the new additions, making him heave and double over.

After a moment though, he seemed to grow used to it. Cringing away, he couldn't help but feel in the pit of his stomach that was even worse. Tentatively, he reached back down to again test the bony limbs. His fingers curled around them.

In his hands, he held the bone. It was solid and hard. It was real. The realization sank in his stomach like a stone. In his hands, he was holding a brand new pair of limbs. Each one was a half foot of thick strong bone, covered over with the same interminable furry horse flesh that had overtaken his lower body. And they were only growing out faster.

Still growing, the new appendages slipped out from under his gripping fingers. Grinding his teeth, Shelton contemplated snapping them off. His hands tightened on the offending limbs, clutching at them until his knuckles went white. Before he could try though, his nerve failed him. His hands slipped from the furry limbs and slapped to his sides in defeat.

The knight put his head back and let his eyes slipped closed, looking up at the heavens with broken anguish. The monstrous new growths continued erupting from his middle, stretching out into the world.

The bony nubs at the end of the knight's long slender limbs started to swell and grow out. It was becoming a joint. Even before opening his eyes, Shelton could feel something of what was happening. Grudgingly, he looked down.

At the end of his new limbs, the bone was flaring out under the thin coat of furry flesh. In the meantime, a whole new fresh bone was starting to grow below it. In a moment, the little bud had spread out into a big bony knee or elbow.

One of them flexed. The horrific little malformed limbs growing from him started to twitch and wriggle. Shelton clutched at his head. Not only was he becoming beastly, but sick and hellish. Whatever was happening to him was twisted beyond ungodly, it was nightmarish. Yet it grew from him, as clear as day and as real as sin.

As he watched, the long gangly bony appendages grew out foot by foot. It was soon apparent they were becoming legs of some description. As they sprouted, they turned down, towards the ground. They reached out, pawing at the air, seemingly ready to be planted on the sod.

The knight buckled forward, losing his tenuous balance as his mass grew forward. He was already unsteady on his towering hooved horse hind legs, upsetting his delicate balance easily toppled him from his huge hooves.

Much to his disgust, it was the new limbs that caught him. The spindly gangrenous little growing legs met the ground and held him up. He hissed with some pain, the new bone was tender. What planted into the sod was a blunt nub, like a leg had been hacked short and healed. Unlike a stub of a cleaved limb though, it was quickly growing out to make itself whole.

At first, he was hunched down. His new spindly little limbs were hardly half of his old huge grown draft horse legs behind. It made his spine twist and contort. A whole new kink cricked into his lower back, snapping to bend his body at a right angle just over his developing new front legs.

If nothing else though, he was growing. Shelton was growing remarkably and amazingly. Huge new waves of mass flooded into him from nowhere. His whole body was pulsing and swelling. It made his little fledgling legs grow and swell incredibly.

Muscle packed itself onto the new frame. Brand new cords of thick fibrous strength crossed above his groin. Individual bands of flesh thickened and swelled. In a moment, he was looking down at the chest of a horse. It was in miniature, and looked strange, half stretched and draped over the root of his thick heavy cock, but that was undeniably what it was.

Rippling muscle fleshed out whole new groups of an inhuman musculature. From the soupy mess of sick flesh, Shelton could start to make out the recognizable shapes. Not being an animal handler, he didn't know exactly what it was all called. Regardless, he could see the formings of horse shoulders and the criss-crossing layers of thick muscles that passed for horse pecs.

The new muscle tied into the legs growing from his front. Sinew and tendons stretched down, crawling like worms under his skin. The flesh filled up his new legs, breathing true life into them. The base of those limbs started to swell and thicken with muscle. They inflated into the thick heavy, but still very slender, biceps of a horse's forelegs.

On the bank of the stream, Peyton's changes continued as he was finally able to move his upper body from it's clenched state. Breathing hard from the exertion of the change, he fumbled with his now massive arms to push himself up, finding his new upper body easily able to support its newly increased weight without a thought.

The transformation continued downward as he leaned over himself, eyes wide as he watched his thighs balloon outward with hard muscle under taut skin. When he moved to see, he felt a tight twinge above his ass, just at the base of his spine. A sharp shock of pain ran up his broad back and he moaned as he moved onto his side, feeling a pulsing and pulling coming from the spot.

Wincing at the uncomfortable feeling, Peyton reached back around with a hand and found a nub poking out of the end of his spine. It grew under his touch and twitched left and right as it extended slightly out from him, forcing his ass to widen a bit as it made way for the new appendage. As he felt around the odd growth, he looked over his shoulder and found that his new torso could contort and twist far more than before. With no effort at all, he craned his neck and turned to look over his shoulder.

There was a wiggling, flicking tail that had grown just above his ass, the skin bare and pink like a newborn. His eyes widened as suddenly a covering of hair began to sprout all around the skin and it quickly began to thicken considerably. The hair grew so dense and long that he knew it was fur within a few moments and he could gently ran his fingers through it.

The tail, looking very much like a deer's, flicked under the touch and drew the downy-soft fur over his fingers rapidly. Peyton felt the new sensations the new appendage was creating. With a bit of concentration, he found could move it on his own, flicking it this way and that with a sort of surreal sense of rightness.

As he stared down at his new tail, his changes swept over him further. Just beneath it, his buttocks grew wider and firmer as he watched. The tail had grown enough to cause his cheeks to spread a bit wider, but now the muscles underneath him plumped up and hardened before his eyes, giving him a firm and generously muscled ass.

Above him on the shallow stream bank, the knight was becoming even more massive. Already, he towered over any man, as he had since his hind legs had changed. Now though, he was growing even wider, and more than anything, longer. His body, his second lower body, working on its way to becoming a full horse, had grown several feet long. A whole new form was spreading into being between his pairs of legs. Already, his lower half was well on its way to surpassing his still upper body.

Though Shelton was already pushing passed two tons of huge hulking mass, the knight's growth had only just started. Shelton's whole body shook and trembled. Between his two sets of legs, more body was growing in. Starting around his bent and twisted spine, the knight's trunk thickened out. A whole new gut bulged. He gasped in breaths to fill it. He could soon feel a complete other stomach. Shelton was certain of it, as he felt it twist and curl in horrible knots too as it formed.

With another breath, he suddenly felt his lower chest rise. Wide-eyed, the knight looked down, and watched as his horse body started to rise and fall to his breaths. New lungs were developing inside him, and they were below his waist. A full second body was growing out of his changed lower half.

Creaking and cracking, his spine flowed out. New segments grew into the long bony snake of his twisted back, extending him through the middle. His growing lower body spread, stretching out like taffy between his two sets of legs.

Muscle and ribs filled out his new torso, growing it wide, deep, thick, and long to match his soon to be massive stature. The pitiful little horse chest, fit for a foal and half pulled over his groin, was rapidly swelling into the huge muscled front of a workhorse. What was now his second set of shoulders, forming under his waist and human abdomen, spread broad.

Soon, the furry shoulders of his horse forelimbs grew out to be even wider than his waist. Then they grew and grew to eclipse his widespread human shoulders. His four legged lower body was well on track to completely dwarf even his impressively built human upper body. His new lower chest ballooned, surging with growth. Muscle and flesh swelled his new torso below him, barrelling it out into a true equine core. A thick hump of muscle grew up from his back, between his horse shoulders and at the base of his human spine. It swelled up into a powerful knot of horse withers.

All the while, his hind legs had been drifting farther back. On occasion, his hooves had to take a step, just maintaining his wavering balance as his body grew out between his now four legs. With his hindquarters, his massive inhuman genitals slid back too. With his horse body growing out, his huge trembling balls and limp swaying cock pulled back down and under his growing body, staying nestled between his shifting hind legs.

What had already changed on him wasn't even content maintaining its size. The knight's already gigantic hind legs grew. Though only a few extra inches where the rest of him sprouted by the foot, it was still enough to make his massive horse ass rise even further up from the ground. His thighs, giant slabs of meaty muscle in a beastly flank, took on further pounds of pure raw strength. Even his wide rump of a horse's ass grew, thickening out to stay ahead of the stallion body growing before it. His long hairy black tail swished over his brown furred rump as new muscle plumped up in it..

Underneath, even his changed manhood was not left alone. Pulsing, his cock and balls surged, swelling with new growth. More blood and mass pumped into the thick heavy dangling package, filling it up with impossibly more flesh. His limp hanging cock, dangling under his lower belly, poured fresh inches from its thick leathery sheath. The quivering weighty balls jostling between his thick hind legs throbbed out larger and larger.

Overcome, the knight buckled forward. Though the sight of his warped inhuman body still made his stomach, or stomachs, turn, he needed to reach down to hold himself up. Each hand found a bicep of a horse forelimb. Grabbing just below his new shoulders, his furry brown hide shivered at the touch of his cold fingers. Shelton hunched over, arms holding him up on his arms, or nearest horse equivalent.

He was still hunched down uncomfortably, hobbled on two fledgling forelegs half the length of his huge hind ones. But now, it looked less like his spine was twisted back on itself and more like a horse kneeling. Steadily though, his changing body worked to relieve that discomfort. His new legs were working to catch up with his body and his hindquarters. Sprouting from him, bone and flesh grew steadily like rising shoots. His newly formed forelimbs rose like seedling trees, what would be years of fresh growth coming in mere moments.

The tips of the knight's forelegs started to grow out and spread. New bony growth flared out the ends of the limbs, growing across the soft sod. Hard nail slipped from the tips of the once blunt furry developing legs. New hooves were growing in to cap them off. Long thick shaggy hair grew down over them from the ankles of his new legs. Broad heavy hooves grew out, a white as fresh fallen snow, pressing down into the sod under his massive weight. The shaggy fur growing down over them bleached and paled, matching their white as wild feathered fetlocks.

Slowly, the growing legs lifted his whole massive new body up from the cool green grass. His filling horse chest and spreading lower shoulders stood him up tall and proud. As the changes slowed to a stop, the back of his new horse body was brought up to lay level. He stood straight in all his newly minted glory.

The two men were left reeling. Their bodies solidified into their new forms, permanent, at least for the moment. The sensation faded, leaving the two of them overwhelmed with merely their shock and awe.

Peyton was splayed out on the bank of the river, breathing heavily as the adrenaline of the changes slowed it's pulsing through his newly muscled and impressive body. He felt twitchy, like he suddenly had an immense amount of energy at his fingertips as he laid there reeling from the transformation. Looking down over his body, he found the image of wild, untamed perfection before him. Muscles that could be cut from marble bulged and bunched underneath a thick coating of body hair.

All over, the definition of his own body left him stunned, seeing his arms, his chest, his... everything simply packed with taut, sinewy muscle was a sight he never thought he would witness. Only in his dreams had he ever looked so masculine and strong, yet here he was, alone in the wilds woods with Shelton, naked as the day he was born and in awe of himself.

His new tail was flicking and twitching behind him as he rolled forward and sat upright, amazed at the ease his could support his own impressive weight. Spreading his legs apart, he realized just how much further away they were, and how much higher he seemed to be sitting.

"Must've grown even more this time...." Peyton mumbled to himself as he arched his back slightly, cracking a few joints as he sighed with relief. He reached up a hand to scratch behind his ear, feeling the thin cartilage twitch lightly at his touch.

As if it needed to make itself known to him, a growing, aching pleasure was pulsing between his now massive thighs. With a grin, he cast his gaze downward towards his crotch and found what could only be described as a massive package growing harder and harder. His shaft was positively engorged from the base to the dark red, mushroom head at the tip. It was leaking pre like a sieve already and had to be at least a foot long and several inches wide. The impressive shaft sprouted from a dense coverage of thick, dark hair that was almost like fur and Peyton stared in wonder at the impressive display of masculinity that was now his own.

As he took in a deep breath, he could smell something new in the air around him. He sniffed again, his changed nose flaring slightly as he realized the scent seemed to be coming... from him.

Lifting an arm, he smelled a woodsy sort of scent emanating from his pit and leaned in slightly to sniff at it. The scent was rich and earthy, almost like a sort of perfume some merchant in the bigger cities might sell, only this was much more natural and fully developed to his keen sense of smell. He wondered if Shelton could smell it too, or if the big man noticed the scent of his own.

With one last sniff, he lowered his arm and turned his gaze towards the knight nearby with a hopeful grin. Only once his eyes had found the other man, his grin turned to an open mouthed gasp at the sight before him.

The knight stood still and stunned. Mouth agape and brow crestfallen, the man looked broken. He just stared down at his legs in shock and abject horror. His new legs. His second pair of legs. Below him, he followed his carved human abs as they rolled down into the furry brown chest of a horse. Flat and featuring only the rippled texture of toned muscle, it looked nothing like the human crotch he'd seen there for his entire life.

Those shoulders were a good three feet across, more massive than anything on his human half. Now, he'd need to spread his arms out just to rest his hands on his hips, or at least the furry horse shoulders he had in their place now. Stretching on beyond that, were two thick strong horse forelegs. Packed with muscle and strong, they were nonetheless slender, longer and thinner than what would be proportions expected of a human leg. Far below him, two white hooves stamped at the ground.

The sheer increase in height was dizzying. The knight touched a hand to his head and his horse legs staggered as he fought off a wave of vertigo. The ground was so much further away than he was used to. But what he could see before him was only half of it.

Biting at his lip, Shelton glanced back. He cringed and briefly shut his eyes. Even without seeing though, he could still feel it. His body now extended out behind him. Several feet behind him, his hind legs stood, holding up the rest of his huge bulky mass. He could even feel his huge bloated balls, slowly swaying and slapping his thick broad thighs. At an itch, his tail swished and flicked. The man clenched his teeth and shivered. His hind legs shifted, settling to stand more comfortably.

The knight had become a full, massive warhorse stallion, at least below his waist. He was a giant and stunning beast. Standing tall and proud on new towering legs, his horse belly alone was nearly four feet clear off the ground. To his horse shoulders, his waist, it was nearly six. A man could stand before him, and his head would hardly come up to the knight's navel. Even with his increased height, Peyton would only be able to comfortably wrap his arm over the standing stallion's withers.

Shelton had always been a tall man and built powerfully with muscle. Due to the change, the newly muscled merchant had now surpassed the still human half of the knight's body. Perched up atop his horse half though, Shelton towered at over nine full feet. He was a giant, even ignoring the two tons of heavy horse following him.

And then there was his huge beastly package. Hanging between his hind legs, the knight's horse cock and balls had only grown more impressive. Those massive fleshy orbs had expanded, keeping them from looking smaller between his new bigger legs. Each one was too big to reach around, even with both hands. In their thick dangling sack, they'd take more hands than one man could provide to properly cradle.

Limp, his cock drooped down over his bloated full furry nuts. It reached halfway to the ground, even soft and even with his huge new body. Two feet of half hard horse dick wobbled and wagged between his shifting hind legs. A thick succulent sausage of meaty flesh, it was so devastatingly girthy and graspable. It was the huge proud member of a true stallion, enough to put any stud horse to shame.

Though the knight stood there looking down at himself in horror, it was clear that deep down, some little part of him was loving it. His thick dick started to twitch and squirm, shaking on its own accord. It was the feeling of power, the sheer unadulterated strength of his new body. Just the sensation of being so massive, having so much muscle under his control, was intoxicating.

Shelton bit his lip and let out a long hot sigh. Without noticing, one of his hands drifted down to stroke at the thick furred muscle over his new horse shoulder. Closing his eyes and drawing in a breath, the knight's stallion cock slowly rose up from the plush bed of his bloated balls. The titanic towering meaty member gradually filled, arching away from the ground as it grew stiff. Filling with blood, it only grew thicker, fuller, and longer.

Soon, the member was suspended under the knight's new horse belly. From the base where ink black flesh poured from the stretched leathery brown sheath to the flat flared pink head, the enormous shaft was an incredible three feet long. Thick and girthy, it was as big as a man's arm. As it rose to brush the fleshy ruffled flare to the knight's barrelled horse chest, the unbelievable dick started to pulse and throb. Eyes clenching tight, Shelton's brow furrowed with need and he bit harder at his lip. His hands crossed over the muscled furry horse chest that had replaced his groin. His fingers curled into the new flesh and clutched needily.

While the knight was shocked and horrified at his new form, Peyton was just in awe at the magnificence. Slowly getting up to his feet, his eyes never leaving the sight of Shelton's newly transformed figure as he stood there on the bank. Something seemed to click into place deep within the merchant's mind right then and there, as if some sort of missing piece had suddenly been found. The creature before him, this impossible fusion of horse and man was... an astounding beauty to behold. He let his eyes roam over the enormous muscles twitching underneath the furred skin of Shelton's horse half. The merchant watched in awe, tail swishing back and forth over the stallion's wide muscled rump and heavy balls wobbling as the knight stomped a hoof suddenly.

The hardness between Peyton's legs suddenly ached with need and arousal as he viewed his companion fully now. The knight's own equine cock filled out between his hind legs and under his extended body. Their needs were growing larger as the rest of their bodies did the same, it seemed to him, and he found the sight incredibly arousing. The merchant found the knight just enrapturing. Drawn forward, Peyton slowly took a step towards him, driven by a subconscious need to be closer.

"S-Shelton... I... you look so...." Peyton couldn't even find the words to describe his knight now, but he continued to move nearer to the other man.

Speaking, Peyton shook Shelton out of his stunned silence. The half horse knight shook his head and his eyes snapped open. Flinching, his hands shot back from his front, an instinctive reaction as though he'd been caught fondling his cock, even if it was now many feet away from his fingertips.

"Peyton... uh..." the knight glanced over to his comrade. For the first time seeing Peyton's changed form, Shelton's mouth also fell open and his eyes spread wide. "Peyton?" the knight asked, lurching forward with a pronounced gasp.

The merchant's once plump form had been stripped of all its flabby bulk, and the bulk had all been put right back on in pure muscle. The man was now the height of sculpted perfection, looking like he'd spent his whole life honing his body. Shelton gazed unabashedly, looking over the changed man. His eyes traced Peyton's heavy bulging pecs and cut abs. He couldn't believe it. The once soft merchant now looked to be in even better shape than him. At least not counting the massive horse under the knight, he was now more than a match.

The signs were subtle, but it was clear there was something tickling at the back of Shelton's mind too. The knight licked slowly at his bottom lip while his eyes wandered the merchant's now sculpted body. Below him, his stallion cock surged, flexing powerfully up to briefly slap his belly.

Even the more beastly parts of the muscled merchant seemed to be enticingly exotic. His curled horns glistened wet in the sparkling light. His furry long ears flicked and twitched. The knight even leaned a little to peer around to the man's new furry little tail wiggling behind his hard plump ass.

Shelton's eyes wandered down to the merchant's huge hard cock, standing throbbing rigid up his front. Shelton admired it too for a moment, gazing over the long hard length and impressive girth. He even glanced momentarily to Peyton's full heavy balls before realizing what he was doing.

Catching himself, Shelton quickly looked away. Raising a hand, he shielded his eyes. Shying away, his mind raced. A lusty fog seemed to dull his thoughts, but he was struck by the wrongness of it all. Still though, his cock throbbed. He nibbled at his lip. And for all the knight's worries and wondering, the sight of the newly buff and heavily hung merchant seemed forefront in his mind. Burned into his mind's eye, he couldn't seem to shake it. He recalled Peyton's new form in stunning detail, right down to the massive rigid pole of his new maleness.

Shelton flushed, cheeks burning hot and red. He was now achingly aware of the throbbing pulsing cock hanging under him. Every inch of it seemed to burn in yearning need. Absently, he reached down a hand, fingertips tickling at his heavy horse chest. Biting his lip and whining, the knight's eyes opened as he realized the true weight of his new problem. He couldn't reach it.

Arching his back and tipping his head, the horse knight groaned. There was such a fiery aching throbbing need building in his loins, but they were so far below and behind him, separated by a long bulky horse torso, that he couldn't reach. His cock flexed and throbbed. His balls churned with pressure. He couldn't relieve his need.

Stretching out his hand, he strained, desperately clawing under his barrelled horse chest. His fingertips reached mere tantalizing teasing inches from the flared pink tip of his pulsing rigid cock.

Slowly, Peyton walked up to the now towering figure that was Shelton. His half human body was a good foot and a half above him now. The towering massive, muscular body only made him that much more imposing. But Peyton knew better and understood what the knight was feeling. With one last step, the merchant stopped in front of his companion even as he was desperately reaching down as far as his new body would let him. With such need, the knight was trying anything to deal with his massive erection.

Peyton reached out a hand slowly and laid it on the rippling muscles of Shelton's torso, trying his best to calm the overly aroused knight. He ran his fingers over the dense body hair covering the muscles before he trailed them downward, the hair becoming fur as it connected to his horse half.

"Shelton, let me help you with this. Please."

The merchant looked up at the knight as he ran his fingers gently through his fur, hoping the knight would let him do what his mind was screaming at him to do. But he needed it to be Shelton's decision. This rift between them needed to end sooner or later, and in his mind, he could end it right here and right now if he just said yes.

Shelton looked up at the soft caressing touch, finding the newly muscled merchant. This time, the knight didn't fight the man's advances. He couldn't bring himself to. There was desperate need in Shelton's eyes. Peyton's other hand reached over the stallion's shoulders, resting his fingers on the muscled horse withers at the base of Shelton's human spine.

Both the knight's chests were puffing with heated breath. Forcing so much air through his human mouth and nose made him puff and snort just like a hot and bothered horse. Mouth still hanging open, face flush and hot, eyes yearning with need, he looked almost wanton with lust.

For a moment, Shelton just seemed happy with Peyton's gentle touching. His horse back shivered, but somehow the merchant could tell it was welcoming his fingers into the fur. The knight reached down. His hand slipped over Peyton's, clutching it to the horse chest just below his waist. The merchant's fingers curled into the fur covered muscle that still felt to Shelton somewhat like his crotch.

The tender moment passed though. Shelton again shook himself out of it. It seemed he needed a moment to process what Peyton was propositioning. Shaking his head, it seemed the knight was again going to firmly, very firmly, refuse. But Shelton held his tongue and his brow furrowed.

"I... can't reach it..." he whined in quiet shame and need. Finally, with a huff, he nodded. "Uh... okay... " he said softly, cheeks flaring with fresh embarrassment. "Just... this is just because I need... Because I can't do it myself... That's... that's all it is. Right?" he asked. The tone in his voice made it seem like he was trying to convince himself more than make it clear to the merchant. "This isn't what I want..." the knight said, though the wavering in his throat made him sound much less than certain.

Peyton nodded, slow and impersonal, at the knight's stammering. Though outwardly reserved, on the inside, he was elated beyond belief. His companion was finally letting him past the walls he'd put between them since all this started happening, even if he told himself he wasn't. The merchant knew better, both the logical part of his mind and the growing instinctual part that seemed to have a very clear vision when it came to Shelton.

They were meant for one another. It had taken Peyton a bit to realize why, but now, as he stood running his hands through the other man's fur, he had begun to understand.

"This is what you want, Shelton. But... I understand what you mean. I'm going to do this for you because you can't do it yourself," the merchant said as he looked up at the other man with a gentle smile, "Though I can't image you'll be able to uh... help yourself in the future any more than you can right now."

Shelton shook his head. "No... No... we're going to fix this..." he said, though his brow furrowed in thought. "We're going to find a way to undo this... to be... normal? Again," the knight said, sounding increasingly unsure.

The merchant smiled assuringly. "Don't worry. We can cross that bridge when we come to it. For now though...."

Turning to his right, Peyton sidestepped the huge stallion before him. Trailing his hand across the fur that covered Shelton's horse half, he made his way towards his companion's hind legs. Bending down slightly, the merchant grinned at the throbbing equine member as it twitched and bobbed under the stallion's belly with Shelton's powerful heartbeats. Leaking, thick clear pre dribbled from the long slit in its flared, blunt head. At the dappled border between pink and black cock, a thick medial ring was plump and full around the middle of the length.

There was plenty of room under the standing stallion for Peyton. Even if the knight was reluctant, at least the merchant found one fully willing partner. Aching and pulsing, the cock was more than eager. It flexed up and down, just begging for the right stimulation.

Leaning in and under, Peyton laid a hand up Shelton's stallion side for balance. His whole arm lay up the big beastly flanks of the huge horse hindquarters, his fingers barely reaching the spine. He hardly needed to lower himself far to come face to face with the huge throbbing horsecock and massive dangling testicles.

"Wow. I... " Peyton sniffed suddenly, his pupils dilating as the scent of raw, untamed and beastial arousal flooded into his nostrils. The musky, powerful scent was intoxicating as he breathed it in fully now. Letting it fill him up, the heavenly scent only caused his own erection to jump and twitch agonizingly between his own legs. He stepped forward and leaned heavily on Shelton's flank to put his head down and right into the pure, equine scent mingled with arousal.

Moaning low in his throat with wild need, Peyton brushed his hands against the furry skin, feeling the taut muscles beneath it as he slowly crouched down. The dripping, throbbing horsecock was now just a mere foot away from his face. The thick long dick twitched and pulsed, seemingly beckoning, begging him in.

Peyton was hardly able to hold back enough to check once more. "You ready?" he asked the knight eagerly, feeling like he was buzzing with the heat of the moment and the power of the arousal coursing through him now.

Head back and chests heaving, Shelton was almost inconsolate with need. Gnashing his teeth, he clenched his eyes and furrowed his brow deep with fraught thoughts. The knight briefly wrestled with himself. It didn't take much for the lust to win though. He nodded, as needy and begging as his throbbing cock.

"Yes... please..." he whimpered.

Though asking for it, he closed his eyes and turned his head away. The knight was putting on a good show of not being whole-heartedly into this. Peyton caught him peeking though. Despite himself, the knight glanced over, catching glimpses of the muscled man crouched half under him and inching closer to his aching equine cock.

Shelton's eyes slipped closed again, this time with just the slightest hint of bliss. Tipping back his head and taking in a deep breath, he shifted his huge body. His powerful hooves pounded at the earth, his horse body eagerly and impatiently awaiting what was to come. The deep breath filled the knight's two chests. He stood up and put his shoulders back. He felt so massive, so powerful.

Peyton, even as godly muscular as he had become, was practically on his hands and knees and crawling under him to service him. The idea tickled at the back of his mind and teasing fantasies danced before Shelton's eyes. Despite it all, this felt good. His body, his new size, his new cock, felt so powerfully good. Though he'd previously claimed to be exclusively interested in women, having that stunning adonis of a man ducking under his belly to access his beastly maleness felt so good too. This felt so wickedly sinfully intoxicatingly good. He let out his breath as a beastly snorting puff. He bit his lip and his cock twitched.

Peyton nodded, mostly to himself, as he took a deep breath and eased towards the impressive length before him. There was so much, he almost didn't know where to start with this cock. He stared at it for a few moments before he felt an almost imperceptible pull further back from between the towering hind legs. He manoeuvred himself under the huge horse, looking under the massive shaft so he was facing back towards Shelton's tail.

Ducking the giant rock hard dick and crawling, he inched forward until those two, pendulous balls were swinging in their furry sack just in front of his slightly muzzled face. The gigantic swollen stallion cock laid over the back of Peyton's head. The engorged shaft rest between his smooth curled horns, rubbing through the gentle curls of his wild, shaggy hair.

Shelton drew in a sharp gasp, feeling the changed merchant's hair tickle across the taut flesh of his aching hard cock. The knight's whole massive body tensed, arching both his backs. His hands clawed uselessly at his featureless furry crotch. Closing his eyes, he could still feel the phantom sensation of his dick, remembering a time when he could touch it in his own fingers.

Slowly and ever so slightly, Peyton reached out with his left hand to run his fingers gently against the velvet-like fur that covered the low hanging, plump sack that Shelton now sported. He wasn't left to wonder if his soft touch was appreciated. Instantly Shelton shivered and let out a low pleasured moan. His huge furry sack tensed, briefly drawing up through Peyton's grasping fingers. The horse's tail swished, wobbling those plump juicy balls.

Peyton smirked at the reaction from above as he continued to stroke his hands along the heavy, massive balls in front of him. The intense, musky scent and heat coming off of them was like the strongest aphrodisiac to the merchant's powerful nose, and he moaned softly as he moved closer to them. Leaning into them fully to get a whiff straight from the source, he nuzzled his short muzzle right into the thick leathery sack. Forcing his way in, the plump heavy testicles parted over the merchant's face, stretching furry scrotum over the slight muzzle. He trailed his lips over the lightly haired orbs as he stroked them back to front over and over, squeezing gently as he flicked his tongue out along their curve and the musk-laden skin.

Shelton snorted and puffed, practically powerless and helpless to the pleasure. The stallion was literally at Peyton's fingertips. His front hooves stamped and pawed at the sod. With loud plodding at the dirt, the merchant was alerted he'd have to be careful with his legs so as not to get them under the prancing horse forelegs. The knight even shifted his hind legs, shaking his rump side to side.

Moaning into the musky balls as they wobbled and churned with their seed, the merchant trailed his tongue over their skin several times before he huffed deeply, letting his warm breath spill over the knight's massive orbs. After a moment, he scooted back gently, feeling the hefty weight of Shelton's hot steely horsecock between his horns. With a grin, he ducked his head and turned slightly to face the entire length from its base. Arrayed before him, he could see the whole black and pink thick shaft before him from where it bulged out of the furry sheath behind his head.

With one hand, he reached back and stroked his fingers along the swinging sack behind him, clutching it into the back of his neck. The big fleshy orbs pressed into his shoulders. Their warm fur and musky scent seemed to envelop him. The loose furry leathery skin of his sack did envelop him, draping over the merchant's head, neck, and shoulders like a cowl. The thick beastly scrotum was pulled down over him and held taut by the heavy mass of the horse's huge studding nuts. Peyton's curling fingers sunk into the soft pliant flesh.

Peyton massaged the huge bulging balls into the back of his shoulders and head. The massive bloated testicles clenched and tightened under his grip, stroking him, heaving enough to make him nod as the furry sack tensed behind him. The big balls seemed to clutch him right back, squeezing around his head.

Shelton moaned, feeling his fat heavy orbs rubbing into Peyton's head and clutched by his squeezing fingers. The hard cool curls of the man's horns pressed into the fleshy globes. The touch of something hard and unyielding on his soft fleshy sack wasn't something he was used to. It was enough to make the sensation shocking and enticing. He moaned in delight.

Meanwhile, the merchant underneath the stallion tipped his head back and kissed the base of the equine cock, practically slathering the taut, black skin with his saliva. Reaching out with his other hand, he curled his fingers around the middle of the shaft. He squeezed and tugged at the hot skin under his fingers as he worked his tongue over the base.

The knight moaned and gasped at the eager administrations of the man under him. Twisting and writhing, the man perched up on the stallion's shoulders was almost thrashing. At first, he rolled his head, but soon his whole upper torso was lashing side to side. His horse body wasn't far behind, flexing and bucking. His hooves curled, scratching at the ground like he was curling his toes.

Peyton had the whole massive beast above him wriggling in delight. The pure ease with which he seemed to be able to bring pleasure to his knight made him oddly proud, though he was more focused on the task of tracing his tongue around the base of Shelton's impressive length.

Slowly, he licked his way under and around the length of the horsecock in front of him, feeling its weight in his hands as he continued to work his fingers along the hot skin. Potent musk was flowing from the underside of the horse, as well as from his own impressive member between his thighs and it bobbed with every ministration he gave to the knight's tool.

Shelton arched both his backs, curling up his stallion form and leaning back his human body. As the merchant servicing him continued and grew bolder, bringing his licking tongue and kissing lips to the knight's massive stallion pole, Shelton moaned hotly. His breathy whine fluttered into something of a horsey nicker.

Without much conscious input, Shelton's body tensed. Huge thick thighs tightening, his heavy horse rump pumped. The jerk made his massive bloated balls swing, slapping Peyton in the back of the head. The huge furry orbs stroked and rolled up the merchant's back.

The gigantic towering stallion cock thrust and quivered in Peyton's fingers. The half hump sending a pounding force down the huge swaying dick was almost more than the man could hold onto. The thick meat squirmed in his grip like a coiling angry snake. It was too massive and unwieldy to properly handle, the merchant just had to struggle along and hang on for dear life. The flared blunt tip flicked, slapping up into his belly and lashing around like it was trying to snap and bite at Peyton.

As the aftershock of pleasure that Shelton had just experienced slowly dissipated, Peyton grinned to himself as he tongued at the slightly swaying cock. Licking, he ran his slick organ up against the thick sheath that had grown around the base. The pure, wild taste of a horse in the throes of growing ecstasy was like the most delicious and tantalizing thing he'd ever experienced, and it only made him want more.

The big heavy testicles swung, flaring out behind the stallion. So heavy, they rocked right back, slapping the merchant below him again. The knight hadn't moved again, but the pendulous weighty balls struck Peyton with enough force to make it feel like he had.

Peyton's left hand finally left the leathery sack that housed the two enormous balls Shelton now sported. Even without him clutching the fat bloated orbs to him, their weight kept them heavily pressed down over his head and resting on his shoulders. Shelton whimpered a little, feeling the tender kneading hand leave his aching full sack.

The merchant wasn't about to leave the stallion unsatisfied though. Freed fingers, along with the rest of Peyton's body, moved carefully up towards the flared tip of the weighty member, now leaking profusely onto the ground below. He reached out and cupped a hand over the wide tip, rubbing his palm against the sensitive head like he was cupping a crystal ball. Stroking, Peyton smeared the slick precum leaking from it all over.

"Fuck....", Peyton murmured as the flared blunt head of the horse cock slathered thick pre over his palm.

The merchant traced his other hand around the thick medial ring splitting Shelton's length. The massive pink and black mottled dick throbbed and pulsed eagerly in his grasp. Teasing his fingers over the bulging bit of skin, Peyton crept to reposition himself. Slipping forward, he placed himself in front of the throbbing horsecock, gazing straight up at the flaring head. Continuing, he worked to rub his palm over the leaking hole while the other gripped firmly at the shaft and rubbed up and down slowly.

His senses were alight with energy and a strange buzzing had his body aquiver as he simply looked at the inhuman tool leaking and twitching in front of his face. Shelton was close now, he could tell, and it wouldn't be much longer until the knight gave into his sweet release.

Whole body going tight, Shelton's hands stroked at pawed needily at his lower chest. Curling his fingers and clutching his hands at the air, Shelton had nothing to grasp at. Eyes closed and imagining, he stroked and caressed an invisible head and a missing set of cock and balls. He could almost imagine it vividly enough, but ultimately it was unsatisfying. He needed something to do with his hands.

The knight rubbed up from his furry front to his hard human abs. He fingered over them, rubbing at his hard belly. Slowly, his prowling fingers crept higher. Their exploration inevitably led them to his huge hard pecs. Shelton moaned, taking way more pleasure from all this than he should have.

A finger happened across one of his hardened nipples. Shelton drew in a sharp breath. His body tensed and his cock pulsed in Peyton's hands. The knight had never played with his little nipples, had never had them played with either. Now though, he found them incredibly sensitive. The slightest brush of a finger across the little bud struck him with an intense burst of pleasure. They even seemed to tweak and twitch at the stimulation. Through the change, they'd grown, if only slightly.

The knight clenched his teeth and curled his fingers tight. Trying to resist, he fought himself. It felt wrong. Licking at his teeth, he let out a heated breath. But the pleasure was clear and fresh in his mind.

Shelton bit at his lip and flexed his hands as the man under him went to town with his massive horse cock. All the pleasure quickly wore him down. He wanted more, no matter how taboo it felt, and his hands desperately wanted to join in the fun. There was only one thing they could do.

The knight's fingers returned to his one hard tight nipple. Pinching and gripping, the man went tight at his own touch. Head back and gasping, he just let himself go to the intense white hot pinprick of pleasure on his muscular chest. Eager and happy, the nipple hardened into his touch. Clutching, he squeezed at his tit, tugging at it. In a moment, all his reservations melted away and his work became all the more intense. His big rough fingers pried and nipped at his chest, even inflaming the skin red.

Bringing up his other hand, he quickly latched onto his other pec and nipple. Right away he was tugging and stroking at it as hard as the other. Shelton's head went back in moaning gasping pleasure. Each newly sensitive nipple being abused by his big manly hands seemed as pleasurable as his cock. Or at least it was as good as his cock had once been.

Now, his dick was an enormous slab of taut rigid meat, three feet and devastatingly thick. In the merchant's thorough hands and under his eager tongue, the bliss was overwhelming. Every inch of that thick fat cock was enough to floor him. Not knowing fully how to work his new body and legs was just about the only thing keeping him from falling to his knees. He could even clearly feel the man's fingers stroking over his blunt fat horsecock head and ruffled fleshy flare.

To add to the physical pleasure, sheer erotic bliss of the situation wasn't lost on him either. The two of them were working on his massive new body with all their might. The stallion knight found his body receiving all the eager efforts of two men. With his own hands on his hard nipples and the merchant throwing himself at his huge fat swollen cock, he could feel his body, his whole massive new body, being practically worshiped by two eager men. The two of them were both reverently serving the needy stallion. That the huge body was Shelton's own hardly made a difference. The knight felt just as helpless and desperate to pleasure the massive beast he'd become.

Though he could feel all of it. Shelton was keenly aware of the great expanse of rigid cock suspended under him, and the fat heavy swollen balls hanging between his legs. He could feel every effort of the small creature under him, servicing his massive horse dick and the tickle of his curly hair on his bloated furry sack. Shelton could feel his mass, his sheer bulk, and the incredible untamed strength in his gigantic new body. His efforts at playing with his buff muscled pecs and hard tingling nipples was just the final little cherry on top. The knight was overwhelmed with lusty pleasure. Shelton put his head back and cried out in bliss to the heavens. The ocean of ecstasy this new body submerged him in made his old body and tiny old human cock seem like a puddle.

Under the massive stallion, the horned merchant was twitching with pleasure now. His own hard, thick cock bobbed and spurted thick globs of pre from its tip as he leaned in towards the massive horsecock hanging tauntingly in front of him. The flared wide head throbbed as he rubbed a hand over it, cupping his whole palm over the blunt tip and curling his fingers around the fleshy flare. Smearing the stud's thick slimy pre across the glistening skin, Peyton drug his thumb in circles over the ridges. His other hand was busy clenching and rubbing over the proud length of the horse-knight's shaft. Tight clenching fingers sunk into the hot rigid skin, feeling the pulsing of Shelton's heartbeat through the meaty pole.

Peyton crawled up the stallion's belly. Holding the thick massive dick like a rock face, he pulled himself along the towering meaty shaft. With both hands on the hearty rigid dick, he was practically hanging from it for balance. He shifted forward, leaning much of his weight on that hanging swaying cock. The massive shaft easily supported him. Peyton was left with the impression he might be able to wrap his arms and legs around it and hang from it under the huge stallion's belly without issue.

Finally, the head of his companion's horsecock was only inches away from his face. Peyton shuddered with visceral pleasure as he let his hot breath flow over the flaring head. Inhaling, he caught the heady, musky, potent scent as it poured right from the source. Those instinctual cravings that he'd been feeling ever since their changes started were now at heights he didn't think possible. Every part of his mind was telling him to do things he never would've done to another man a day ago. But now, face to face with Shelton's transformed cock, he knew what he wanted.

Leaning forward, Peyton pressed his face against the blunt head of the horsecock, letting it leak its juices over his nose and cheeks and brow. He moaned lewdly as he felt the warm juices matting his beard and wetting his skin, getting Shelton's scent over every inch of his face. The drooling horse cock practically gave him a wet sloppy kiss as he buried his nose into its blunt head. Peyton's tongue poked out of his slight little muzzle. Then slowly, he dragged it, licking, over the taut sensitive skin, gathering up the copious amounts of salty, musky pre that slicked the cockhead. He flicked his tongue over every ridge and crease he could find, slathering the horsecock with his saliva and tasting the new tool Shelton sported.

The flavour on his tongue was nothing short of divine. The slick, sticky liquid pouring from the wide winking hole of Shelton's cock was a heady mixture of salt, musk, and masculine wildness. It was driving Peyton absolutely crazy. It made his mouth water, only making the huge thick fleshy shaft before him even more of a wet sloppy mess. That was all he wanted though, the sexual wetness and that rigid pole of swollen cock flesh.

Shelton gasped, high and hard and hot. The merchant's licking slathering slurping kiss only seemed to take the already overwhelming pleasure flooding his new body and redouble it. He twisted in delight, arching and curling his little human torso perched atop the massive stallion shoulders like a human might curl his toes. He couldn't open his eyes, everything was already bright white from the pleasure. His whole mind needed to focus to digest the ecstasy. It felt like he'd be blinded if he opened his eyes too. He couldn't close his mouth. He was nothing but a moaning gasping lusty mess.

He kept pawing at his chest, the only thing he could do to keep from clawing at his own palms with the sheer hot pleasure. His cock flexed in Peyton's grasp, slapping the fat blunt head up and down into the sucking merchant's face. The whole massive new stallion was writhing in pure delight. It was like nothing else he'd ever felt before, and surely enough to sear the whole experience into his mind.

Peyton moaned louder and louder as he pressed into the cock. For a moment, he couldn't control himself. Wild with desire, he forced his face into the wide blunt head of the amazing stallion cock. With his nose jabbing into the flared leaking slit, it was almost like he was trying to get right into it. Hell, he wanted in, though even this huge magnificent member wasn't nearly large enough for that. The merchant was easily contented though. He had full access to the massive shaft for all his heart's desires. The giant stallion cock obligingly leaked and dribbled, giving him all the thick rich precum he could want without him having to crawl in and get it. Wrapping his lips around the edge of the flared head and suckling on the skin, he reached back with both hand and twisted them up and down the shaft like he was milking the equine phallus for more.

Then slowly, Peyton widened his jaw to try and fit more of the head into his mouth. He couldn't climb inside the swollen fleshy pole, but he still wanted more of it. He moved forward again, practically willing himself to stuff as much as he could past his lips. It would enter him. At first, it seemed just as impossible as him climbing into the thick throbbing cock. The flared fleshy ridge of the flare seemed almost as wide as his cheeks.

Somehow though, after much slathering with slimy pre and saliva, and stretching his jaw, he unbelievably got his lips around it. As he pulled his lips further around the fat, blunt head of Shelton's enormous horsecock, he found his jaw seemed to be opening wider than he thought possible. With his eyes closed, he worked his tongue up and around the pulsing head as he pushed forward and the head of the powerful equine dick slid past his lips.

The swollen fleshy ruffle of the stallion cock's flare bent. Peyton had to force himself onto that meaty pole. There was enough give in the ridge of the flare though to make it yield to his wide stretched teeth. With a pop, the stallion's flare flicked into his mouth. Instantly inside, it swelled up again to practically fill his whole mouth. The still swollen and slick hot flesh of the flared head rubbed and stroked all over the inside of his now gaping maw. Just the tip wasn't enough though. Hungry, the merchant's lust wasn't even close to being satisfied. Peyton crawled forward. The huge flared blunt horse cock began to edge towards the back of his throat with no signs of stopping, all the while dripping a stream of salty pre straight down his gullet. Pushing himself forward, he willingly impaled himself on that huge meaty shaft.

Shelton cried out, something between a scream and the whinny of an enraged horse. The pleasure of suddenly feeling his cock enter the tight warm wet confines of Peyton's mouth was enough to again double the already mind-blowing pleasure. The flickering tickle of the ruffled flare across Peyton's mouth then throat sent tickling electric bursts right up his spine. The feeling of his engorged swollen dick gliding over the merchant's hard smooth teeth, of the teeth sinking slightly into the fat bloated flesh, was beyond imagining.

Eagerly working and swallowing, Peyton just took more and more of his shaft. Shelton could chart his progress, feeling the advancing warm and wet slicking up his massive shaft and the smooth curled horns sliding along his belly. He trembled in hot pleasure as the man under him slowly choked down his massive new dick.

Shaking, even his huge new stallion legs had a hard time keeping him up. His body wanted to just go limp, collapsing into jelly at the sheer delight. Luckily, he managed to hold himself steady. His hind legs fidgeted, shifting and stomping. It made his whole massive hindquarters shake and jiggle. His bloated full groaning heavy balls wobbled and slapped at his big beastly furry thighs.

Peyton moaned as he instinctively began to suck. Lips wrapped tightly around the shaft of his friend's new cock, his jaw gaped wider and wider to allow it all to fit into his eager orifice. And then suddenly, the widest part of the head was deep inside his mouth and he found himself pushing forward even more. As the huge member slipped ever deeper, the back of his tight-stretched throat started clenching and loosening all on its own. He sucked harder, lashing his tongue around under the bloated shaft like a whip. Even with it pinned to the bottom of his mouth by the thick heavy dick, he found that he could move it back and forth to a much greater degree than before. It was as if his mouth had been made for this exact purpose, and he revelled in the perfection of the act.

All the while, he continued to rub his hands up and down the thick shaft. He clutched and squeezed, begging the beastly dick for more. His fingers caught and stroked over the fleshy medial ring, tracking it as it grew nearer and nearer to his eager sucking slurping lips. Gripping with his hands to tug and forcing his head forward, Peyton ravenously choked down the thick heavy cock, gagging it back down his throat. Though he could feel the flared head stretching his gullet and the heavy shaft of meat filling his throat, it was surprisingly easy and painless. It only left him wanting more.

While he swallowed the shaft, his hands kept squeezing at the shrinking inches of flesh they could still reach and fondle. Sinking his fingers into the horse flesh, he could feel every single pulse under his stroking hands. In his tight grasp, he could feel the stream of pre seed spilling down the huge hard hose of a cock. With it lodged deep in his throat now, he drank every splash of pre that Shelton was giving him. The precum surged down his gullet like a sloshing river. Somehow he didn't drown under all the splashing seed. He'd been remade well enough for breath to make it around the gagging dick and copious cum.

Between the stallion's hind legs, his fat heavy furry testicles clenched and trembled. Dangling, they shook and squirmed. Peyton could practically see them bulging with thick hot seed. The merchant could feel the massive cock rammed down his throat throbbing and twisting like a coiling angry snake. Shelton's moans became deep and rhythmic. The merchant could feel the horse chest behind his head rising and falling with gasping urgency. The thick muscled horse legs planted around him tensed and clenched. The transformed knight was so close to erupting now, and Peyton redoubled his efforts with he hands as he accepted inch after beastly inch of cock into his mouth and down his twitching throat.

Peyton slurped his lips over the huge shaft's bulging medial ring, sucking down the last of the blotted pink flesh and bringing his lips to meet the inky black of the dick's base. Licking frantically, he lashed his tongue over the curled wrinkle of flesh. Shelton let out another crying whinny, his whole body rumbling with the pleasured scream. Between fits of blissful delight, both of them slowly realized how Peyton had swallowed down a full half of that massive stallion cock. Pawing at his muscled chest, Shelton let out a long blissful moan.

And then the knight's body tightened. Clenching, his huge flanks curled, flexing his powerful hind legs. The jerk forced even more of his massive dick into Peyton's already stretched mouth and throat. Instinctively, his new body just humped. Arching up his back and flexing his legs again, he rammed more of his huge fleshy dick into the gullet of his companion. It was almost more than Peyton could take.

The horse's huge pendulous balls swung up and slapped at the struck merchant's chin. Those giant orbs forced themselves up, parting the furry loose sack around the man's bearded chin. Still twitching, Shelton couldn't help but continue his slight stroking humping. Thrusting his massive pole, he assailed the horned merchant under him. Peyton could hardly meet the powerful slamming jerks. But despite it all, he found himself pushing forward at the horse's forceful fucking. Peyton helped the huge beast above him skull fuck his stretched mouth.

As the massive cock worked Peyton's throat and the heavy furred balls slapped at his face, the stallion tensed. Shelton's movements and gasping breath became quicker and more frantic. Curling his fingers, he clawed at his own chest, digging his nails into his flesh. Shelton was screaming in lusty need. Even Peyton could feel the edge building in the magnificent stallion. The tension was almost too much to take.

Then, Shelton rammed forward once more, clenching his huge thighs and big wide rump. The stallion forced his massive member into his mate one last time. As the big furry balls struck his chin, Peyton could feel them tighten. The fat heavy orbs pulled up over the gagging merchant's face.

The stallion's mighty cock surged, swelling up from the base. Peyton's clutching hands felt the stream of seed welling up the huge towering dick. He felt it slip passed his lips, forcing his mouth wider just that little bit more. Then the cum wicked down the shaft embedded in his throat.

There was no escaping it now, even if he wanted too. Peyton could feel the strength of the huge horse's muscles above and before him, holding the thick heavy dick firmly down his throat. The flared tip seemed to swell up even larger too, doing its part to anchor itself deep inside him. The dick's blunt flat head seemed to claw at his insides, clutching to grip as much as his hands held the black inky base of the huge cock.

Shelton even lifted a foreleg. Peyton felt the broad hard hoof and soft fluffy white feathering press up into his back. The stallion lifted a leg and curled it into him, gently forcing his new horse shin against the merchant stuck on his cock. The breeding stud pushed, one more way to ram more cock down Peyton's gullet.

Shelton was too lost in a rapturing orgasm to even notice. Arching his back and turning to face the sky, he cried out a nickering huffing gasp of victory. Hands latched to his chest, his lower body kept jerking and humping, trembling his cock inside the stretched gullet of the merchant below.

Finally, after what felt like hours of feeling the cum slowly swell down the fat heavy cock half inside him, Peyton felt the cum start to spill into his belly. The cock head erupted with such force, it was like a surging blasting torrent of hot thick cream pumping him full. It was a wonder he wasn't shot off the cock like a cannon blast. Peyton clutched at the base of the cock just to hold himself on and the flared head seemed to grip at his insides to keep him fixed.

The rich thick seed came in blast after blast. Spurting, splashing volleys of stallion seed pumped down Peyton's throat. Hot shooting torrents of thick equine seed surged from the erupting dick straight into his belly. It came pulsing out, spraying in loads of almost a half-gallon each. Those big clenching dangling horse balls delivered more rich cream than a milk cow's fat heavy udder. Peyton could feel his gut tightening, pumped full. While the stallion's balls released their pressure, they pumped it through the massive meaty cock right into the merchant's waiting belly, practically inflating him with cum. It took only moments for him to feel bloated and full like he'd gorged himself on a great feast.

Peyton gurgled and let his new instincts take over as the enormous horsecock shoved down his throat shot blasts of thick, hot cum into his stomach. Any normal man would've been drowning in the veritable sea of musky horse jism, but his newly transformed body seemed to have been tailor made for what he was doing. Everything felt like perfection, from his stretched jaw and mouth wrapped around the massive cock to his mobile tongue wrapping and slithering along the underside of Shelton's shaft. His throat quivered and pulsed around the spasming length inside him, giving a massage like motion over the horsecock as it continued to spew it's thick creamy contents.

The utterly lewd scene was like heaven to him now, and the tastes and textures of Shelton's cock and cum felt like they were just meant to be inside of him. He moaned as his stomach filled up quickly with the other man's seed and he knew his knew his own cock was close to exploding with his pent up release. The amount of cum shooting into him was immense and already he could feel it sloshing around inside of him like some sort of musky drink.

And then all at once, his impressive, still human length shot out a burst of his own seed and the thick, pearly white substance arced up and coated Shelton's sheath and clenching testicles, smattering the horseman's jewels in his own cum. He thrusted his hips quickly as his cock fired off more volleys of his cum, each one arching upwards and coating more and more of Shelton's equine tools. It felt like his own release was going to go on forever, just his companion's.

But now he was far too full. Peyton's belly stretched tight, regaining a little of the pudge he'd lost in the change. No longer fat, it was simply the volume of hot blasting seed filling his stomach passed full. And it was still coming. The twitching rocking horse above him just kept on pumping out cum.

The pressure in his bloated belly quickly became too much. Peyton felt the cum starting to crawl up his throat. Soon, oozing jizz was erupting from his gut, splashing up his neck with every pump and flex of the massive cock embedded down it. The thick swirling cum squished up his already tight stretched throat, barely able to squeeze between the flesh of the hard throbbing dick and his taut gullet.

In the end though, the merchant didn't mind. The erupting cum spilled into his mouth and played over his tongue. He was almost thankful to get a chance to taste the powerful stallion seed. Funny, he could only taste it on the way out and not in. All he'd been able to taste on his tongue was the huge salty musky dick. Now though, the tangy salty bitter cum filled his mouth, what little space was left by the fat bloated dick rammed down him.

Cum spurted and sputtered from his lips, cascading out with every clenching pulse of the cock lodged in him. Whole globs of seed sprayed from him, no matter how tight he tried to seal his lips to the fat heavy dick. The pressurized spray splattered all over the horse cock. It showered over Shelton's belly and thighs, drooling down his hind legs. It spilled over Peyton's front, drooling down his now handsome face and chiselled body. It soaked his beard, guaranteeing he'd be smelling the musty load for days to come. It sheeted down his heavy slabs of pecs to cascade onto his belly. His impeccable abs were hard to make out now, relaxed and stretched out over his swollen full belly.

Peyton reached out, blurry and almost in a dream. His hands found the huge convulsing testicles, hanging dangling and teasing before him. Though his body was already getting way more cum than it could handle, all his mind could think of was how much he wanted more. Gripping at the balls, he fought just to wrap his fingers around the huge squirming fleshy orbs. To big for him to properly catch or cradle, he grasped weakly at them. Hardly able to see passed the rhythmic bursts of cum spraying from his lips and showering from the thick rigid dick, he reached out mostly on feel.

He tried to catch the massive orbs between his hands, but it was like trying to hold two round melons together. In the end he could do little more than stroke and pet them in their furry sack. He could just about squeeze his thumbs and fingers into the fat bloated flesh. It seemed like enough to coax a little more from them though. Peyton's efforts were rewarded by a snorting moan from the knight far above him and a few more hearty squirts of the cock down his throat.

After full minutes of cumming, Peyton lost track of time and Shelton was too out of his mind to even try, it finally started to die down. The pulses of cum came with less pressure. The seed no longer sprayed from Peyton's mouth but rather dribbled, dripping from the corners of his lips.

The knight stallion let out a sigh of relief. He felt his cock slack off, releasing the horrible throbbing ache in his massive dick and the needy pulsing pressure in his balls. He'd been satisfied. All he was left with was the warm glow of orgasm throughout his body.

Shelton buckled forward, letting his human half hang out in front of his horse chest. Limp, he practically writhed with his heavy panting breath. Both his chests were pounding. The knight was spent, utterly exhausted. His half limp cock twitched and stirred in Peyton's cum full belly. The merchant felt the seed in his throat sucked back down as the softening horse cock freed up space for more of the cum it had filled him with.

Peyton felt full, more full than he'd ever experienced and yet his body was buzzing pleasantly with arousal and post-orgasmic bliss. It was something completely alien to him, to have this unimaginable amount of pleasure coursing through his very being. And yet, he knew that all of this was what was natural now, what he and Shelton were being remade for. As he felt the giant horse body above him shaking from exertion, he moaned and continued to suckle on the slowly softening cock in his mouth.

Finally, Shelton's trembling legs couldn't take it anymore. His forelegs buckled and gave out. He dropped to his knees. For a moment, it was frightening for the merchant under him. Peyton suddenly felt the huge stallion collapsing above him. Luckily, the stud caught himself, merely pressing his heaving horse belly against the merchant's horned head.

Shelton slowly rolled over, falling to his side. He hit the ground hard enough to make the whole world shake for Peyton. The massive muscled stallion struck the ground like falling bricks. Toppling over, he drug his half limp cock a little out of the merchant's sore gaping mouth. The flared head of the cock caught inside him enough though to pull Peyton right down to the ground.

The merchant fell face first into the stallion's exhausted crotch, bearded chin right into the loose flap of sheath. The horse's balls fell draped over his wide cum slicked furry thigh. One more little dribble of cum spilled out into the back of Peyton's throat. Then the other hind leg laid down on him. The stallion gently closed his lap around the merchant's head, limp cock still filling his mouth.

Luckily, the huge muscled thighs weren't trying to crush him. Peyton's curled horns nicely took the brunt of the weight right through his skull rather than squishing his face. And now he was buried into the musky sweaty aroma of the stallion's groin. The hot raging sex had only made the scent all the more powerful. Trapped in it between his legs, Peyton was wreathed in the wonderful beastly smell.

Shelton spilled out, limp. Too exhausted, he didn't even mind the uncomfortable kink of his back coming off the wide horse shoulders to droop his human half to the soft cool grass. He just sprawled out like a wet noodle, overwhelmed by the sheer pleasure coursing through his veins from his massive horse body. He peeled his hands from himself, where they'd almost become stuck to his hair dusted chest.

Still heaving with breath, he kept his eyes closed and just laid down to pass out. His tight clenched eyelids softened into a light relaxed sleep. As soon as he could stand to close his mouth, his lips curled up into a smile. He faded into sleep in sheer bliss.

It felt so good. It felt so right. Too tired to think. Too tired to care. Too tired to worry. Shelton just enjoyed. He enjoyed it all.

Stretching down an arm, he patted at his human crotch. His fingers stroked the air, looking for the head of his lover. It only took a moment for him to realize he wouldn't find him there. Reaching out a foreleg and curling it under him, he found Peyton's legs and ass. The stallion gently cupped his cool hard hoof right under the merchant between his legs. The soft furry feathering stroked between his still human legs and tickled at his little flicking tail.

Shelton's horse half gave the man an awkward half hug, clutching him close to his sleek stallion belly as he faded to sleep.

Peyton found himself surprisingly rather comfortable. His head laid on the thick furry muscled inner thigh below him. Firm yet soft, it proved an enticing pillow. Between the horse's legs, his head was amongst the stallions cock, balls, and sheath. And he couldn't be happier. Even with the limp dick half down his mouth, he could breathe easy and relaxed. Peyton's eyes flickered closed and he drifted to sleep too, still impaled on the horse's softening drooling cock.

Reaching out, the merchant strained to slip his arms even a fraction of the way around the massive horse belly resting beside him. He clutched the best he could, hugging back.

The two of them laid together as one, nothing but bliss on their faces.