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I hung up the phone, sighing audibly now that Nick was no longer on the other end. Though, honestly, I didn't care if he knew how annoyed I was with him. Not that Nick would have noticed. He was too damn engrossed in whatever new hobby that had caught his interest.

It was about a month ago that I started to notice the changes. It was just after Nick's birthday, which he refused to celebrate with me. Feeling guilty, I had gotten him something for his collection, a figurine of Beast that I'd seen on sale. I knew he would love it, and he did, in fact, express his sincere gratitude for the gift. Nick was always obsessive about his collection.

But that obsessive behavior seemed to rapidly progress to other areas of his life. He seemed absolutely engrossed in whatever hobby of the week cropped up. One week it was classic literature, authors I had never heard of and wouldn't be able to stomach. The next week it was books on genetics, and the following week, from the way he talked, I was almost convinced that he had gotten a doctorate in medicine in the interim.

But I was most concerned about his physical well being. He mentioned that he'd go days without eating, apparently too wrapped up in whichever new endeavor. I tried to invite him out of the house a few times, but he rejected me each time. I wouldn't be so worried, but Nick lived alone. If something happened to him, then no one would be around to see it. And in his current state of obsessiveness, I didn't trust him to keep himself safe.

The more I thought about it, the more his behaviors reminded me of...well, Hank McCoy. It was a bit of a long shot, I knew. He always liked the old X-men cartoons, as did I in my youth. But it was quite a coincidence how Nick seemed to take to hobbies that were beloved by the series titular Beast. The timing of having given him that new figure didn't escape my notice.

After about a month of this, I decided to go visit him in person. I would have gone sooner, but I was a little worried about what I might find. And, to be honest, I was a bit more pissed at Nick than I preferred to admit. Still, I couldn't leave him to his own devices. He might have developed some sort of undiagnosed mania and needed a push in the right direction to get him help.

I got to his place to find a locked door, no real surprise. I left him several messages saying I was coming over, which went unread. I even tried calling him a few times, no answer. So, I was left standing on his stoop, knocking angrily as I waited in the slim hope that he would actually answer. I knew I should leave, but I had a bit of a stubborn streak.

After about half an hour, I was shocked to hear a click as the door unlocked. I flung open the door, expecting to see Nick waiting for me. But I could see little in his dark living room. It was a bit later in the day and the sun was already going down. I stepped inside, waiting for my eyes to adjust. Every light was off, every curtain drawn. Yet, more annoying for me, I could hear Nick stomping away, as though letting me in had been an afterthought.

As I stepped further inside, an unexpected stench hit my nose. It reminded me of the men's locker room at the gym, thick and sweaty and musky. I had to hold my nose from the heavy odor that seemed to grow worse the longer I stayed here.

"Hey, dude, what the fuck! You could at least open a window!" I yelled, fumbling for the light switch on the wall I knew was there. Yet my fingers missed the mark. Frustrated, I walked over to a window and pulled the curtain, illuminating the room with the rising moon behind Nick's apartment. .

The footsteps stopped, and I turned around to catch sight of Nick squinting from the light. I went to yell once more, but was shocked by his visage as I got a good look at him. The first thing I noticed was that he was stark naked. It was one thing to be naked in one's house, but he had come to open the door for me without bothering to don any clothes!

I tried to avert my eyes, but the sight of his naked body made me do a double-take. Nick's body was covered in hair, unnaturally out of place on any man. I'd never seen him naked, but it didn't seem right, given his body type.

Yet the hair did little to cover the other unusual features of his body. He was big, taller than I recalled, which startled me. His gut seemed toned, filled with rock hard muscle. In fact, his arms, thighs, and chest seemed to be larger, the muscles built solidly under the hairy skin. It was a far cry from the lanky frame he'd sported the last time I'd seen him. Of all the things he had obsessed over, I had no idea that bodybuilding was on the list!

But that wasn't the thing that had me so stunned. Hanging from Nick's groin was his fully erect cock, its tip flared and leaking. I tried with all my will to avert the sight of it. I didn't want to stare at another man's junk! But it was so large that its presence drew my eyes downward. I had no idea how big he'd been, nor did I want to. But right now, it was more than 12 inches! That couldn't be right. Could it?

Much to my shock, Nick didn't seem to be phased that I was seeing him naked. In fact, my presence seemed to have the opposite effect. He reached down, absentmindedly rubbing his hanging balls. And to my confusion, he started stroking his turgid girth, using the leaking fluids to lube up his fingers.

"Oh, hello Matt. A pleasure to see you!" He declared, and I couldn't even respond. He was stroking himself off in front of me like it was the most casual thing in the world!

It was then that the odor hit me again, and I gagged a little. It was a pungent, rank stink, though not that of an unwashed man. It was the overwhelming quality of the musk that had hit me, not the offensiveness of the smell itself. It was almost as though Nick's scent glands were working overtime.

Distracted as I was, I barely noticed that Nick was slowly walking towards me, a sway in his step that was unnerving. If I didn't know any better, I'd say it was seductive! I hadn't thought that Nick was gay, or, at least, he hadn't told me about it. But from the way he was approaching me, and how his cock was throbbing, it was hard to deny the attraction he seemed to be displaying!

"Nick, I don't-" I started to say, but he was on me in an instant.

Shocked by his braizeness, I barely had time to respond before he was leaning into me and forcing me into an eager kiss. Bewildered, I stood there, letting it happen for a moment before realizing how fucked up it was. I tried to push Nick off but was stunned by his strength. He kept me close, barely fazed by my protests as he continued his oral intrusion.

I tried to struggle once more when the pungent odor from his proximity assaulted my senses. I was left frozen as my nostrils flared, attempting to drink it in. I had grown somewhat accustomed to it over the past few minutes, but now it seemed as though I needed it. I found myself not caring about the lips on my own as I eagerly partook in the potent musk.

I was only cognizant of Nick's presence when his tongue invaded my own. Distracted as I was, I could only entwine my tongue with his as he continued to make out with me. Despite my hesitation at the interaction, I couldn't help but enjoy the taste of his lips on mine. The flavor carried with it the musky qualities of the perfume in the air, and only made me crave it more!

An ache in my crotch distracted me, and despite myself, I could feel my cock rapidly rising to attention, pushing insistently at the confines of my briefs. Part of my psyche still screamed at me that this was wrong, that I wasn't gay. But those shouts were silenced from the siren song sung by my loins. I started thrusting my hips forward in a vain attempt for any contact to relieve my lust. I couldn't recall the last time I was hard!

I realized, with some embarrassment, that I felt Nick's cock against my own, leaking into my pants as he rocked his hips in an attempt to rut against my body. Somehow the notion that he was turned on made me even more aroused, and against my better judgment, my hips continued rocking against his, trying to get stimulation.

My lips were on his own the entire time, his breath as intoxicating as the musk that hung cloying in the air. I couldn't believe I was kissing another man, but in my lust-fueled haze, I found it hard to recall why that was necessarily a bad thing. I allowed myself to fall into the sensations, unable to focus on the bizarre circumstances as I let myself go.

All at once, Nick pulled away, and I almost reached forward, desperate for him to return. He just stared at me, smiling as he licked his lips. "Matt, you taste divine!" He said, in a tone that didn't entirely match his own. It almost reminded me of-

Yet before I could reflect on it too much, I was once more hit with that musk ten-fold, and I became dizzy from the overhanging stench. Like an addict, I sniffed the air, desperate to drink it in. It seemed to be leaking from every pore in his body, but the more I sniffed, the more I was able to identify a source. To my shock, or perhaps excitement, the aroma seemed to be wafting off his throbbing manhood. I lowered my head a little, licking my lips, and I sniffed it deeply. Yup, that was certainly the source.

Without realizing it, my body was lowering itself towards his erect maleness. The scent only became stronger the closer I moved, and its proximity was exciting to me. A stray thought raced through my mind, one that was alien yet not entirely unwelcome. If it smelled this good, what would it taste like?

"My body is catacomb for your exploration," Nick said in that same strange accent. I wanted to comment on it, but my focus was entirely on his cock. I needed to get closer to taste it. As opposed to the idea as I thought I should be, I couldn't imagine not doing it with the idea so firmly entrenched in my mind.

As I lowered myself towards my friend's offering, it did not escape my notice that what little light left in the room was waning. It became harder to see my buddy's sexy body, but its scent told me all I needed to know. Part of me recognized a thin trail leaking in as moonlight, but I cared only that it provided a beckon to my target.

I hesitated for only a moment, memorized by the gaping cock head drooling in front of me. Tentatively, my tongue reached towards it, lapping at the sticky fluid as I would a fine wine. It was slow, deliberate. I wanted to experience all the different flavors and layers it provided. The taste was sublime, surpassing all my expectations. It was rich, salty, and carried elements of the musk in the room. Each lap provided undertones of Nick's vitality and made me eager for more. It was like an ever-flowing fountain, more fluid than even I could possibly swallow even if I had all night.

I wrapped my mouth all the way around it, eager for the sensation of his throbbing dick in my mouth. My tongue traced the ridges and veins of his member, exploring every inch as his ample pre leaked down my throat. It was almost more than I could bear, my jaws aching as I struggled to work over it. But his grunts of pleasure were more than enough insensitive to carry on my important work.

Though I thought I was becoming somewhat accustomed to the size of the penis in my mouth, it seemed to be expanding the more I sucked. I gagged a little, its girth a little too much to envelop. I had to pull back a little, leaving my buddy's penis slick with my saliva and his precum.

The sight of it entranced me as it grew gargantuan before my eyes. It seemed to visibly extend, touching my chin as it swelled beyond its already massive size. I couldn't believe it was altering so rapidly, but the notion served to turn me on even more.

I licked the tip once more, the size of my jaw insufficient for the task. My oral ministrations were not lost to my buddy, however, from the grunts of approval leaving his lips. Being edged on, my hands went down to cup his hairy balls, feeling them throb as I traced the outlines of his veins. Yet to my surprise, much as his penis had, his balls started to swell, their grape-sized testicles ballooning to the size of tennis balls, then even larger! I could hardly believe what I was feeling as they continued to expand beyond the dimensions of lemons now. How much cum could they churn out?

My fingers could feel how hairy they were, and a peculiar prickling against my touch told me it was thickening. I could hardly believe it was possible for the hair to grow any denser, forcing any errant skin to fade from sight. I played my hand over his new growth, the idea that Nick was becoming even harrier sitting well with the changes to my mentality. Even his pulsing foreskin was developing a fine layer of fuzz!

I continued sucking up the torrents of precum he oozed. It was thickening in consistency the more I lapped, and to my excitement, I could tell he was close to cumming. The salty flavor grew in intensity, and I found myself craving the taste of his jism. I wanted nothing more to make this beast of a man spill his virile load down my throat.

His throbbing penis started jerking uncontrolled, and I licked more fervently, desperate to coax out his load. Nick wasn't able to last long as with a cry of release, his cock forced a thick wad of cum into my face. His pulsating dick continued to eject its load, coating me in sticky jism as he reveled in his pleasure.

I tried my best to swallow as he unloaded, but the sheer quantity was too much, and I was left with a faceful of his spunk. Still, the salty flavor was divine, and the thick texture surprisingly enjoyable. I lapped it up, rubbing my face and chin, not wanting to waste a drop.

Soon, he finished, and I looked up, eager to see what he thought of my performance. But, to my shock, the familiar face of my friend was already altering. His beard was lengthening, its shade turning from its light brown to a brilliant blue. His jawline was widening, sagging a little as his eye teeth extended into pointy fangs. His eyebrows grew thick and bushy as that blue hair covered every inch of his skin.

Even the hair on his hair was becoming blue, though maintaining a distinct difference in consistency between the more animalistic hair covering the rest of his features. I could tell that his ears were growing pointed, elf-like in nature as his scalp continued to expand. Yet they were dwarfed by his thickening hair, reaching outwards on either side as ear-like tufts. His hair continued to lengthen, accenting his rather square jawline rather well.

The face staring back at me was familiar, as impossible as it was. There was no mistaking the real-life version of the X-men Hank McCoy. I had no idea how it was possible, but it was hard to muster forth the concern that was hiding in the fringes of my psyche. He was simply too handsome for me to worry about it, and growing more so by the moment as he continued to mutate.

I stared in fascination as his already muscled form started to expand, the skin twitching as it covered with hair. His pecs began to flatten, pressing outward towards his bulging biceps. Veins throbbed over his flesh before becoming coated in thick blue hairs. Dips, creases, and mountains covered their surface as they continued to bulge outward. Layers upon layers of muscle stacked underneath, tearing and regrowing in rapid succession. They were twice, maybe three times their former girth, and to our collective delight, they seemed far from done!

His chest and belly became peppered with blue hair as the flesh continued to firm up underneath. What had been relatively toned before started to thicken and bulge outward, a distinct 6-pack forming under the fur. The contours of his belly continued to stretch while the divots and lines pressed outward, his rock hard abs looking tantalizing to touch.

His pecs had grown so tight against his biceps that it seemed impossible that he could move. Yet from the way he stretched and flexed them as he mutated into his bestial form, I could tell he possessed the flexibility enjoyed by Hank on television. And likely the strength to match!

His waist continued to thicken as his thighs bulged with writhing muscles to take the weight of his new form. His stance was bowlegged yet suited to his more apish body. His ass continued to firm up, broadening into a square shape that made me whine at the thought of grasping it. But in my current stupor, I could only gawk as his muscled form took shape.

Sudden itching in my arm caused me to rub in an attempt to alleviate it, and the texture of soft fur greeted my fingers. I reached down to caress my skin, feeling thickening hairs peppering my arm. I was confused for a moment until I recalled a line from the show, about how a love interest of Beast's reported how soft his fur was. Was I changing, too?

The feeling of warm hands on my shoulders drew my gaze up towards the sexy visage of my beastly friend. 'My, what a handsome specimen you'll make," He said in a familiar voice as his hands worked to coax out the fur and reshape my flesh. To my surprise, the fur covering my flesh was not blue as was my buddy's, but rather a darker gray. I knew I should have been frightened, but I couldn't help but anticipate my own body becoming beastly to match his own!

His hands were still comically small in comparison to his frame, but that was soon to change. I winced for a second as his nails thickened, growing out into white claws atop his ballooning fingers. His palms were broadening, their strength increasing as they dug into my flesh. I could feel the surface of his hands expanding over my skin, even though the forest of fur that was covering me. The flesh of his palms was rough with thickening skin, but his grip remained gently over my transforming body.

The warmth of the change continued to flow from his touch as he worked me over as one would a lover. My muscles started to twitch and add new layers that stretched at my skin. My pecs widened, pressing against the fabric of my shirt and moving it taut towards my arms. They, too, were swelling, their thickening contours pulling at the cuffs of my shirt sleeves.

The warmth spread down to my belly, causing it to stretch and raise my shirt higher on my body. I trailed my fingers over the skin, loving the sensation of muscle tone forming at my touch. Dips were forming in the hardening skin, the beginnings of my own six-pack. My chest continued to barrel, bringing my shirt up even higher as it became evident the fabric was several sizes too small for my current body.

My waist started to widen, making my pants uncomfortably tight as my thighs swelled to match. The cuffs of my pants were pulled upwards as my calves filled the loose space in the jeans. I was growing so fast! The sprouting fur made my legs itch intensely as they rubbed against the denim. It was getting increasingly uncomfortable to wear clothing as my swelling legs moved to encompass the entire inside of the jeans!

The feeling of something rubbing against my pant legs distracted me, and I looked down to see still human-sized feet playing over the exposed skin of my ankle. My cock sprang to life as I felt his eager, increasingly dexterous digits. The claws bursting from his feet only irritated me for a moment before my skin covered with fur and thicker hide. I was loving this!

I let Nick take over, watching with rapt attention as he played over the exposed skin of my calves. I'd never told him about my interest in feet, but he seemed to share the fetish as he eagerly continued his careful caress. His big toe started to balloon outwards, wrapping around my flesh with its added dexterity. I moaned from the exquisite sensation against my skin, even as light grey fur covered the surface.

My cock grew needier the further I watched his feet expanding. They went well beyond the size of an ape, fitting for the literal beast he was becoming. The bottom pads became hard and calloused, though he retained his plantigrade stance.

Nick reached out with his other foot, playing it over my shoes as it continued to grow. It was twice the size it had been, necessary for his massive body. His other digits, nearly as adept as his fingers, worked over the leather, wanting to tease the supple flesh underneath. I nearly busted a nut at the thought of him touching them directly!

The more he rubbed my shoes, the more the flesh underneath started to prickle. The leather pressed painfully into my feet as they swelled beyond the confines of the diminutive footwear. It seemed as though the shoes were several sizes too small, impossible for me to fit into had my feet been this size prior. I could feel my big toes extending, desperate to twitch just as Nick's were. I grew excited at the notion that my feet would be just as dexterous as my hands, able to hang from the ceiling if I so desired!

Nick's foot teased the stretched shoelaces, as though taunting my bestial appendages to burst forth. I felt my big toes squirm of their own accord, reveling in the sensations of their new flexibility. They forced the seams apart, ripping apart the glue with a satisfying pop. The laces were soon to follow, snapping at the bases before they could come undone. I was going to rip right out of the shoes!

With a deep-throated grunt, I forced my growing feet out of the confines of the leather, my thickening nails taking out the tips as my flattening heels burst out the back. The soles of my feet pushed away from the remnants until even my white socks were ripped apart.

Nick wasted no time, rubbing the exposed flesh with his own gargantuan feet and encouraging the dark fur to grow. My cock leaked torrents of pre from the sensual contact, making me moan as I entwined my big toes with his.

Lost in the intimate contact, I hardly felt my face stretching, my jaw growing squared, and new fangs sticking out of my pursed lips. My cheeks grew itchy with the growth of a fine layer of bushy fur. It could feel the hair atop my head thickening as well, stretching out into a mane of sorts that accented my pointed ears and widening facial features. The hair reached out from the sides like a second pair of ears, giving me handsome features to match my mate!

I grew increasingly excited at the notion I was changing into a Beast as well. Nick's body was so damn handsome, and now I was to share in his power. I gazed into his eyes before the lust overcame me. A small part of me knew I should have resisted, that I had changed in body and mind. But it was impossible to deny the attraction I felt.

As my body continued to swell beyond human limitations, I allowed myself to take what I needed. I moved in quickly, tasting his lips as I brought him in for a passionate embrace. "Oh, my stars!" Nick muttered as he kissed me back, his cock brushing against my own, still enclosed in my pants. He was loving this as much as I was!

The look reflected in Nick's facial features seemed off, and not only just from his Beastly appearance. Was he maybe...more mature than his mid-twenties face would warrant? I dimly recalled a fact from the comics, how Hank had not gained his beastly features until later in life, as a result of an experiment to alter his mutation. Were we both aging? It did seem like the muscled physics that we now sported could only exist on someone our senior. My cock burbled at the thought of aging to my sexual prime.

My body continued to swell to match my desires, its contours not meant for these meddlesome human trappings. My hulking shoulders pressed against the shirt sleeves, the ridges and divots of their new mass perfectly accented through the fabric. I marveled over their size, knowing that a simple twitch would be all it took to remove them from my body. I couldn't hold back the urge to feel the frail material tearing as I flexed, a resounding rip running up the length of the sleeve. It took little effort to remove the rest of the shirt; it was already impossibly high up my stretched, muscled belly, and a few more flexes were all it took to tear it down the back to fall off my hairy form!

My muscled ass was putting immense pressure on my strained undies, while my cock had already worked against the fabric from the front. My ass cheeks tore off the jeans with a wet rip as the scent of my own sweat and musk assaulted my senses. I reached back, gripping my firm asscheeks as they continued to balloon into a hairy bubble butt the likes of which I could not have fathomed on my frame. The pants themselves were not fated to last long, my muscled calves already stretching the torn cuffs to the breaking point, while my waist and tights took care of the rest.

Now, I was left clad only in my undies, but my cock would not be denied. They quickly tore at the front, the grey-furred foreskin exposing a fat, oozing cock tip the envy of any man. My turgid girth stretched forth, 9, 10, 11 inches, and even longer as it bobbed towards my lover's. My balls swayed heavily inside the frayed fabric, painfully tight until I finally reached a clawed hand under them. They swelled at my touch, busting with virile cum as I watched the softball-sized orbs that hung heavily under my lover's.

As the changes to my body seemed to conclude, a series of impulses and urges welled up in my mind that were foreign yet enticing all the same. I had become accustomed to my change in sexuality, the pleasures of male flesh too enticing to question. But underneath that was something...sinister. My morality tried to struggle with dark desires, but it was soon swept away. The prospect of pleasure the impulses could give me was all-consuming.

For the moment, all my freedom was focused on the beast before me, wanting to explore the full range of tantalizing tastes that his body could grant me. It was a wondrous moment, feeling our cocks bob together as we made out. But I wanted more. There were so many experiments to perform on my lover's muscled body, and we had all night to experience them!

I guided my lover's thick frame onto his bed, pushing him down as I straddled his chest and groin. With a sinister groan, I forced my eager asshole over his, sinking down with the lubrication of his cum to aid me. He looked up at my expression, a mix of curiosity and pleasure plastering his face.

"This might hurt a little," I said, menace in my voice as I took my claws and ran them down his chest.

Nick, or Hank, I realized, started to groan as my claws drew red lines down his chest before they sealed up, a result of his were-physiology. Not to be denied, I continued my abuse of his flesh, eliciting a mix of pain and pleasure from my lover's lips.

The notion of inflicting pain resonated well in my changed psyche as I continued to graze my lover, all while riding his massive cock. My feet followed suit, their claws digging into the flesh of his legs and assaulting his senses. But I could tell he welcomed the pain from the expression on his pursed lips.

My lover's cock throbbed in my bowels, making me moan from the contact as my skilled rectal clamps held him tight. Though he had come only moments before, his leaking prick would not be denied. I grasped his chest as I felt him rock inside me, his veins throbbing against my inner walls. He cried out as his entire body shook, and a glorious warmth flooded my rectum. He had cum!

The notion of taking his seed forcibly was more than I could bear. I felt my own cock throbbing, my dominance over him overwhelming my already tenuous hold on my release. My cock throbbed of its own accord, my balls tensing and blowing a massive eruption into the air. The stink, foul-smell spunk landed all over our hairy chests. I roared, the release far superior to any I'd felt with a woman before.

Yet, to my delight, I did not feel the cock inside me soften at all. In fact, Nick's rod seemed to throb to life once more, its leaking member oozing with the preparation for another load. And with a quick graze of my fingers over my cock, I realized I would soon cum again on a hair-trigger if this magnificent beast stayed inside me! With the power in our bodies, we could cum and cum again before the light of day touched our flesh...

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I woke up late that morning, the heavy stink of musk and cum in the air making my cock rise a little. The night's activities hung in my mind, images of fur and muscles and thick members. Though certain events were a blur, I was certain we had orgasmed more than once. How was I still horny after all that amazing sex?

I gazed down at the form of my larger lover, still fast asleep. He looked handsome as fuck, and despite my previous conceptions of my sexuality, I lusted for nothing but his muscled, hairy form. He was human once more, the hulk of a man I had seen when I first entered his house last night.

I took a moment to gaze at my own body, having returned to a semblance of its former humanity. Yet like Nick's body, I could tell I had been enhanced by the process. My muscles were well defined, yet I was leaner than he was. And my body hair, though just as coarse and thick, was darker than the almost bluish-gray that adorned Nick's. But, to my delight, my uncut cock was just as large in its semi-erect state!

Nick rose too, looking at me in the eye as he drank in my body. I could tell from the stirring in his cock that he thought I was just as sexy as he was. "You make a handsome specimen," he said in that tone that I now knew was Hank McCoy from the cartoon!

"I can see why you like this so much," I said, smiling as I reached down to kiss him. This experience was more tender, more intimate than before. Though my mind was secure in the knowledge that he was here to fill my asshole whenever the need overtook me, it was nice to see him as a mate or a partner as well.

I felt a now-familiar stirring in my mind, an impulse to explore and experiment. My mind had clearly increased in intelligence. I could see why Nick had been so focused on his endeavors. My interests seemed to lie in biology and medicine. I suspected, from my knowledge in comic lore, that my passions might be a bit less... refined than my mates. The Beast my form was based on was a dark version from an alternate timeline, one that took pleasure in the pain of experimenting on others. But I was certain I could curb the more macabre desires of my comic counterpart.

For now, enraptured by the taste of my lover's tongue and the feeling of his sexy muscles, I was content to let my intense focus stay only in this moment. There would be time to enjoy all the other enhancements this new body and mind offered. This morning, I wanted nothing more than to enjoy the closeness with a Beast as handsome as I felt. I knew I would love my new existence as a were-Beast, as much as I loved being mated to the real McCoy!