FSE

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The old school had seemingly always been there, unchanging. At least for as long as Frank could remember. He wasn't the type who'd get bothered by a simple building, no matter how abandoned it looked, but this one had something particularly strange about it, namely that nobody talked about it. He'd asked several of his friends if they knew what it'd been, once, if it'd even been a school at all, how long ago it'd been abandoned, but nobody really knew. The fact was that his questions seemed to bounce off of them. They seemed to respond only with vague mhms and uh-huhs, as if they didn't quite know what he was talking about. The town had a history book, too - but that didn't have any record of it.

That was what had him bothered, after all these years. It'd always been there, even when he was a pup heading to his own school, the empty windows and doors gaping darkly, as if trying to draw him in. He was half convinced the place had to be haunted, but the problem was he didn't entirely believe in ghosts. Another option was that it was a government blacksite, but he'd never seen any security by it either. The third was that something horrible had happened there that the locals were only vaguely aware of after so many years, but still didn't want to risk bringing up. A local taboo that he'd somehow missed.

The only things he knew for certain was that it was there, a brutalist monstrosity of far too much concrete and far too little glass or wood. He knew that it'd once had a name, and that an E still remained affixed above the entrance, the rest of the letters lost or stolen. Finally, he knew that he desperately wanted to see what actually waited inside. It was silly, but the old, abandoned place had dug its hooks into his mind, and he couldn't resist it anymore. There had to be something significant about it, something that'd satisfy his curiosity, which had grown into a wildfire over the years.

That, or as Frank reminded himself, it'd just be an old school, forgotten specifically because there was nothing remarkable about it. That was, certainly, a possibility. No matter how much his mind told him that the pitch-black interior had to hide something.

Logic did little to assuage curiosity, however, but he leaned on that to quell the stirring anxiety in his stomach. After all, he had decided to explore the place, come Halloween, which was only a few days away now. All he'd have to do was to convince a couple of his friends - the ones who at least acknowledged that the building existed - to join him. And so, he had invited them over.

Adrian arrived first. He was about the same age as Frank himself. He was one of the smartest people he'd ever met. Not that Frank himself was stupid, but he was more the type to be a leader on any expedition, rather than the brains. That, and he was rather a bit slenderer than the heavyset Frank, almost effeminate in build despite his obvious masculinity otherwise. Not only did Frank find that entirely too attractive - Adrian was strictly straight, and Frank was not, leading to some awkward situations - but as it was relevant to exploring the school, he'd be able to squeeze through much smaller spaces.

Marcos was the second and last to arrive. He was a beast of a man, defined muscle adorning every inch of him. He had the discipline to work out every day, something Frank could only dream of and found himself admiring. Of course, as fate would have it, Marcos was straight too - but he'd at least shown a certain curiosity about the same sex. Still, that wasn't why he was here; that'd be his immense strength, in case they happened to run into junkies or guards or whatnot, he could take care of them.

Most importantly, they were both his friends.

They sat down in the living room together, and Frank started to explain what he wanted to do. "So, you know the old school thing? The E-building?"

"Oh uh... the one we useta walk past every mornin'?" Marcos replied. He seemed confused for a moment, which had Frank worried, but then seemed to remember what he meant.

"I remember. The, what did I use to call it? The Extreme School? Hah..." Adrian chuckled to himself. "Because of that E on it, you know."

"Yeah, that one. I want to sneak in there," Frank replied, carefully watching his friends' expressions. "See what's in it. I mean, I've never seen anyone else go inside."

"It's an empty building, Frank," Adrian replied, flatly. He was never one to care for the supernatural, or any mystery beyond what he could solve with his mind.

"Yeah probably, but if it's empty then there's no harm in doing some sightseeing, right? Just go have a look around for Halloween or something. Should be pretty spooky, no?" Frank explained, leaning back on the sofa.

"You thinkin' it's haunted or summat?" Marcos asked. He was grinning, but Frank could hear an undercurrent of anxiety.

"Well I mean, I hope it is," Frank addressed the both of them. "Seeing a ghost or two would be pretty interesting, right? Or if it's not, we'd at least figure out why it's been abandoned."

"Yeah, I've been kind of curious myself," Adrian admitted, cupping his stubbly chin for a moment. "Since nobody else seems to even notice it exists, right? I'm in. You want to try staying there night or...?"

"Hey hey no, I'm not in," Marcos exclaimed. "Don't wanna upset any ghosts or whatever. 'sides it's probably a waste of time anyway, no?"

He was nervous. It was rare to the see the big man himself worried. Well, big as in his muscles - he was still a head shorter than either Frank or Adrian, but he made up for all of that with his strength.

"Come on, if we run into any ghosts, we'll need you to fight them off for us," Frank laughed. "'sides, you don't even believe in ghosts?"

"I don't, no, but my momma did. Always told me not to bother the dead," he grumbled, his face visibly flushed. "Don't wanna spend 'ween alone either, though."

"Yeah, so you could come with us, then. And we'll throw a big party afterwards, or whatever you want," Adrian spoke, already having decided what he wanted to do. "Haven't you ever wanted to explore some abandoned places?"

"I mean yeah but not that one, that one's bad news. I didn't even 'member it was there, fuck..." Marcos replied. "...fuck. I guess I've got no choice, huh? Fine, I'll come too."

Frank felt a little guilty for effectively peer pressuring Marcos into it, but it wasn't as if anything bad was realistically going to happen. Despite his growing obsession with the "e-school" he didn't really expect to find anything but disappointment.

In a few days, it was time. The three of them armed themselves with flashlights - heavy ones, in case they did run into someone who objected to their presence - and made their way to the school. It was surrounded by a tall iron fence, but the gates were long since broken, and swung open with a creak.

Frank led the way. His stomach was fluttering with excitement at finally getting to explore the place. The sounds of the rest of the neighbourhood celebrating Halloween faded away into silence as they ascended the worn stairs and entered through the yawning front doors.

It looked, of course, just like any abandoned building might look. There was rotted carpeting, broken clocks along the walls, a reception of a sort that'd long since been cleaned by scavengers. A few worn posters remained, most of them public service announcements. Say no to drugs, kids.Beware the inconspicuous communist. Frank voiced them, if only in his head, as he walked past them.

Adrian and Marcos had been equally silent at first, but once they were comfortable that nothing was going to dive at them from the dark corners, they began to talk with each other once again, just in time for the three to reach the end of the corridor.

"So, left's the gym apparently. And right is uh... something-lab," Adrian read out, pointing his flashlight at some worn plaques screwed into the concrete. "Chemistry, I think. Plus there's all these other classrooms, I guess for other classes?"

"Anything you guys specifically want to explore?" Frank asked.

"The exit," Marcos replied, flatly. He didn't seem comfortable in the slightest, but at least he wasn't excessively anxious anymore. He had the look of a person who'd rather be anywhere else, still.

"Chemistry lab seems good to me. Maybe there'll be some equipment we could borrow," Adrian pointed out.

"Ah, I kinda want to see the gym," Frank countered. "Maybe if we split up? I can go alone." He wasn't actually sure why he wanted to see it, in retrospect. He just felt drawn in that direction.

"Not going alone, fuck that," Marcos growled.

"Well, you could just see what the chem lab is, with me, and we let Frank check out the gym? Just shout if there's any trouble, yeah?" Adrian suggested. "Though I doubt you'll find any handsome young men there at this hour," he added, with a snarky tone that even drew a chuckle from Marcos.

"Well, I guess I'll just have to bring you two along for the eye candy," he replied. The three were comfortable enough with each other to tease Frank about being gay, and the other two for being more or less straight.

"More likely you'll find someone's porn mags stashed there," Adrian replied. "Yeah so, no, to be serious for a moment, if you run into anything horrible, just shout, right?"

"Will do," Frank replied. "It's dead silent though. And look at this dust-" he said, running a finger along the top of an old windowsill, leaving a thick furrow in it. "I don't think even the junkies have been here in years."

He walked to the left, alone, while Marcos and Adrian went to the right, chatting as they walked. Soon, their voices faded too. It was as if sounds were muffled in this place. He felt like he should've still been able to hear them, but the darkness seemed to hide sound, as well. Strange. I guess the walls are soundproof.

Still, there wasn't really anything much to see. He did pause for a few moments to look at a poster for an "Occult club," and had to stifle a fit of laughter. The poster looked incredibly old - 80s, if he had to guess, going by the facial hair of the members - but it was more the sheer fact that the school had apparently been allowed to have an occult club. At his old one, the majority of the students were devout Catholics, and their teachers had more than once reminded them of how even rock music was evil. And here you had the E-School with an occult club.

Ah well. Frank shrugged and continued on, past rusted drinking fountains and half-open classroom doors with faded signs on them, until he reached what seemed like the gym. Or at least, a locker room. Some social convention made him walk into the one labelled "Boys", even though in the absence of people, there wasn't exactly much of a difference.

That room was more interesting. The air smelled moldy, and Frank made a mental note not to stay so long that he ruined his lungs, but there was a lot of clutter. Old shoes, clothes and so on; as if the locker room specifically had been abandoned in a hurry. There were even a few textbooks, though he imagined that they'd disintegrate into dust if he so much as touched them.

Then, there was something else. He found himself imagining how the room had looked when it was still in use, and the fantasy was both vivid and perverted. He could almost see the students freely using each other, leaning against the tiled shower walls as their teammates took turns rutting out some pent-up tension, leaving them oozing with- what?

Where'd that thought come from? Some old, unfulfilled desires from his own high school days? Frank shook his head. That was ridiculous.

He opened a couple of lockers. One had a pair of old shoes, surprisingly spared the ravages of time. Most of the others were empty. But then, a few locks later, he realized that one had a design painted on it. A kind of... not a pentagram, but... lots-of-points-gram, Frank thought to himself. Some elaborate runes that stood out even in the dark. Probably something the Occult Club did before the school shut down.

What was it painted in, though? As he approached that locker, the room around him felt like it was fading away, the strange design drawing his full attention.

As he looked at it, his mind kept filling with those strange, carnal thoughts, beyond any kind of preferences. He could see himself on all fours, presenting his ass to his friends. Himself on top, grunting as he pumped his cum into the both of them. Of sucking on their toes as he masturbated with shameless lust. His cock practically jerked up, swelling to full hardness in a few heartbeats, and his rough hand slipped down to squeeze the growing bulge on pure instinct. Huh. He stroked himself through the jeans, suddenly overwhelmed by a desire to cum, and maybe- he came to a standstill.

The runes did seem drippy. The outlines were a thick white. Were they painted in cum? How would that be possible, after the school being abandoned for so long? Any sperm should be long gone, or at least dry, but this wasn't. He could smell the musk, suddenly, as he leaned closer. It smelled so beautifully masculine, attractive. The part of Frank's mind that should've alerted him that something was off seemed to be asleep. His cock, on the other hand, was very awake. So hard it hurt, threatening to tear a hole into his pants, sending a throbbing kind of pleasure up along his spine, and it only got worse the closer he got to the sigils and runes.

In an utterly thoughtless moment, he pressed his face against the cold, wet mess, like some animal wanting to get a particular scent to cling to it. There was a shock, a jolt that sent him flat on his back, and a sound like thunder that resonated through the concrete. The light spilling in through empty windows blinked out. Power outage. Just a power outage. Nothing to panic about. Keep it together, Frank.

And yet something had clung to him, slipped into his body the moment he touched the sigil. Something vile and perverted, worming its way through his body as if it'd never been dormant at all. He couldn't know it, but it was what the school's Occult Club had been trying to summon, and what'd led to its closing. Oh yes. A good, healthy vessel. A presence, carnal and sexual, an abstract on the thesis of humanity's lusts. Virile, but not optimized. A canvas, a raw block of clay. A shiver that Frank didn't notice went through his body. I will sculpt him.

But it knew that it had to do so slowly. Not immediately. No mind could withstand sudden transformation. The minds of werewolves shattered, leading to violence. This puppet was to be its main costume, and he had_to last, and as such, it'd have to spend hours slowly coaxing his flesh to the right places. _Oh, others. Their scents on the vessel. It had never paid much attention to human festivities, but this was as close to a Christmas gift as it could've ever dreamt of. Slowly, slowly. Yes.

Frank stood up. The power seemed to still be out, outside, and he couldn't see anything in the dark room. Even his flashlight had shorted out, and so, he had to wait. He just hoped that Adrian and Marcos weren't panicking. Oh, how many sweet seeds of perversions, his passenger murmured as it scoured through his memories, already adjusting them. Some, it buried deeper, and others, it nourished. The vessel enjoyed feet. He would have an obsession with them. The vessel hesitated to seduce his heterosexual friends. No longer. At least, not for long. Ah, milk glands. Perfect. It tweaked those too, releasing growth hormones. As if on an afterthought, it maxed out the production, its laughter like a ringing in Frank's ears.

What else, what else. What else does the vessel need? It felt around, blindly. A cock there was, soon there'd be breasts and a mind full of twisted fantasies. No cunt, nothing good to receive. That was harder to fix without hurting the host. Oh, but it wasn't the first time. How was it we did this? Rapid, cancerous growth within, to host the womb. It'd have to replace those cells later, to make sure the host survived. Yes. And then let his slit yawn open and burn with need.

The lights flickered back on, somewhere outside. Just enough that Frank could see the faint outlines of the lockers and benches. It was like the light was struggling to reach in, now. Maybe the plant was still running on lower capacity, he told himself. He felt strange, though, it wasn't the raw, throbbing arousal of earlier, but rather a pleasant tingling that seemed to outline his entire nervous system like Christmas lights. A kind of pressure, not unpleasant, in his chest. That one, he had to imagine, was probably due to the mold.

The strangest thing was that he couldn't stop thinking about sex. The same thoughts as before, but even stronger, now. His cock was swelling again. Very good, very responsive. Yes. Let the others see your lust.

Frank heard someone running along the corridor. A dangerous move, given how dark it was, but his friends cared about him. Doors slammed as they looked for the locker rooms, now harder to find with the outside light dimmed and unreliable. A few minutes later, both barged into the room and found Frank hunched over on one of the benches, holding his head.

"You alright, Frank? Just... the lights going out," Adrian panted.

"Yeah I'm fine, I just walked right into the damn lockers," Frank replied, with a voice that wasn't entirely his own lying smoothly in his place.

"Was fuckin' close was what it was," Marcos grumbled, angrily. Angrily enough that it was obvious he was deliberately angering himself to drown out some anxious voice in his head. He seemed out of breath. "Can we get the fuck out of here now? I've not seen anything except fuckin' ghosts putting out the lights."

"Yeah minus the bit with the ghosts, which we didn't see, I'd say we're pretty done too," Adrian added. "There's nothing here except... _not_ghosts," he grinned, casting a glance at Marcos, who offered only a mumbled growl in response.

Frank stood up. He didn't quite feel like himself, but he couldn't remember why. It was as if he was looking at the world through a dusty pane of glass.

"Yeah, we probably should..." he started, fading off and staring blankly in front of himself.

"Should get out, yes," Marcos finished. "Especially outta this room. Smells like mold and I don't wanna be breathin' any of that in. Wait, are you sure you're feelin' ok?"

He had a look of concern in his eyes, one that only barely registered at all to Frank's dazed senses. Still, he was in agreement, and after a few wobbly steps, the three were leaving the locker room behind.

The problem was that they didn't exit where they'd entered.

None of them dared mention it for fear of sounding hysterical, though all noticed that the corridor seemed different, and facing a different direction entirely. Has to be nerves, has to be, Frank reminded himself. Supernatural things didn't actually exist, he'd just been disoriented by his fall. After all, his friends didn't seem to be reacting to it.

They walked along the corridor slowly, as if trying to figure out what direction to go.

"Was it like... huh, we must've come from the right, yeah?" Adrian finally answered, as they reached a fork. "Goddammit, I don't remember this at all," he admitted. "Couldn't see anything in the dark I guess."

"No but like, I could've sworn we came from the left too, and it wasn't a fuckin' straight corridor either," Marcos replied.

"If we break a window?" Frank grunted. He felt a shiver of pleasure at imagining it, for some reason, his passenger's endless thirst for hedonism apparently extending to wanton destruction as well. "Though who knows how glass this old will shatter."

"I mean, it's not like there's any danger here," Adrian sighed. "It just makes me uneasy. We'll find our way out eventually."

Gradually, the being inside Frank - some might call it a demon, others merely a primal spirit of lust, as old as life - continued its work. It didn't as much take over as it infused itself into every neuron in his mind, bonding to the human like a symbiont to its host. No, it wasn't a parasite. That's what the last people had called It, and it detested the comparison. After all, the host gained much from carrying it within them. Boundless stamina, a never-ending roiling firestorm of a libido... and whatever other changes it thought appropriate.

They'd already begun in this one.

Frank's muscles rippled and swelled. To him, it only felt like a chill at first, as if he was coming down with a fever, but each fibre grew thicker and stronger, melting away excess fat to fuel to the growth. There wasn't enough, and with no food available the "demon" fed its own energy into him to continue the changes. Along with the muscles came a sense of strength, of endurance, but Frank credited that to adrenaline, blissfully unaware of what was happening. He did find his eyes drawn to both of his friends, though, particularly their shapely asses. His vision seemed clearer too, able to see every intimate detail despite the darkness.

The problem was that even with his new improved vision, he had no idea which way to go. Maybe getting out of the school would've saved him, maybe not. It wasn't going to happen.

The strange pressure in his chest grew, too, sending an almost electrical tingling sensation through him. Like his shirt was a few sizes too small, especially around his pecs. Slowly, a pair of breasts were budding from his masculine frame, along with bigger, more sensitive nipples. He had to suppress a moan as they rubbed against the inside of his shirt, and that was when he finally realized something was going on. A cold wave of anxiety swept over him as he looked down, witnessing a pair of A-cup sized mounds on his chest. He opened his mouth, so as to ask Marcos and Adrian if they saw it too, but all that came out was a choked murmur. No, no. You'll show them soon, intimately. Don't spoil it.

Frank mumbled an excuse and ducked off into the nearest bathroom, blaming nausea. The moment he was alone, if briefly, he tore his shirt off, and saw that more of him was changing. Not only was he growing breasts, but he was also noticeably more muscular than before. Yet, all the definition was slowly fading away, concealed by dense hair - no, dense fur- that prickled as it grew through his skin. Red fur even. The fact that he could see clearly in almost perfect darkness didn't even register.

Call a hospital. No, wait, it can't be real, can it? The mold, or something... I'm hallucinating. His thoughts raced a million miles a minute, torn in a dozen directions at once. His reflection in the mirrors was hot,_and when he looked down, he saw his pants tenting lewdly, his cock seeming at least twice as big, as well. _I have to warn them, have to- share this-

There was a second voice in his head, a second mind. The realization would've made him scream if the thing possessing him hadn't paralyzed his vocal cords.

His vision shattered into a thousand pieces as the transformation kicked into overdrive. There was a sickening crunch as every bone in his body seemed to crumble, only to rapidly reform. His feet were first, and that sent him falling backward, quietly so as the hard concrete caught his fall. Frank could feel his toes swelling, and then a sharp pain at the end of each one as claws burst out. A pressure along his spine equally multiplied - becoming nearly unbearable -until a tail popped out, stretching bone, skin and sinew, thick muscle and nerves that he'd never felt before. And yet, each was immediately under his control. From the fur around back of his neck, something else grew. A hood, like that of a cobra. The demon was adding whatever changes it felt like. Some snake, some hyena, two of its personal favorites, gleefully like a kid at a candy store. Genetic integrity? It could deal with that later. Compatibility? Eh, it'd keep the host in one piece with sheer power.

Scales grew in under his fur in places. If anything, that sensation was cool, soothing, almost numbing after all the searing pain. Yet only seconds after, a fleshly, stretching sensation enveloped his head as his face lengthened into a blunt muzzle, forcing out his old, human teeth as it grew in, leaving him writhing on the dirty floor as he struggled to spit them out, along with a mouthful of blood. None of those wounds remained open for more than a few seconds, but that didn't dull the sharp, resonating pulses of agony any. Seizing the opportunity as the pain blanked out Frank's mind, the demon merged into his thoughts, fully becoming a part of him rather than a different psyche in the same skull.

They'd separate again one day, but that process was even more painful. For now, we shall be one, was the last individual thought it had. It wasn't an immediate process, of course. If it simply forced itself into Frank's mind, they'd both die from the sheer mental pressure of it all. Instead, it slipped in piece by piece, like a writhing tentacle gradually sinking deeper, entwining itself with every thought in the human's head.

"What is... ooh," he groaned, a sudden surge of pleasure drowning out the pain. Every second that went by, it felt better. Those fears and feelings of terror and disgust were all fading away.

"Are you alright in there, Frank?" Adrian called through the door, giving it a quick bang.

"Y-yeah I'm fine," Frank replied. More than fine, actually. Or he would be in a few minutes. "Just some sudden stomach pain. Gimme a few..."

He let out another throaty groan as his new breasts swelled a little more, stretching his skin. Yet, when he craned his neck, the sight was suddenly beautiful. Two wonderful, pleasantly thrumming nipples, glistening with a wetness he could only assume was milk, on top of two generous breasts. C-cup, maybe, but he'd never been an exp- D. Yeah. God, I'm turning pretty hot....

That heat was concentrating, now, traveling further down his body, between his legs. There was a brief moment of more pain as his taint grew itchy and warm, and then yielded, wetly yawning open into a slit. His hands were there immediately, feeling his new opening, adorned by soft, plush lips that tingled as his fingers traced over them. F-fuck, I've grown a... cunt, he thought, and immediately afterwards imagined what having a cock sink into it would feel like. Male and female instincts both twirled around his consciousness. His other half, it seemed, was somehow feminine, to whatever degree that could apply to spirits. That other half also wanted him to get on all fours, offering himself to the next cock he encountered. The male side of him was achingly hard, drooling now-tainted precum onto his furred stomach.

The waves of change ebbed, leaving him panting. For a brief moment, Frank laid there. Should he still call himself Frank, even? Yes, probably. The other part didn't care much for names. It had no real opinion on what he called the vessel, and so, neither did the new twofold being. He flexed his thick, muscular limbs, testing them. Every motion felt good, like stretching after a long night's sleep. His cock throbbed eagerly when he remembered that his friends were waiting just outside.

That earlier fog was gone as he stood up again. Everything was clear as day now, and Frank didn't bother putting on any clothes. His massive shaft jutted out in front of him, showing off his lust as it bobbed lewdly in the air. Oh, he couldn't wait to let both Adrian and Marcos feel it.

Frank opened the door and re-joined his friends.

Marcos' eyes went wide when the new, changed Frank stepped out of the restrooms, and he froze, as if unable to quite believe what he was seeing. Adrian screamed one word - "run" - and it woke him up. With Frank between them, there was no way for them to stick together, and they ran off in different directions.

Somehow, Frank knew the school wouldn't let them escape. The new addition to his body was, after all, what'd controlled every inch of it for years after it shut down. It was, then, only a matter of time before he found either. He set off lightly jogging after Marcos, first. He'd be easier to dominate, at least now that Frank's body was bulging with newfound strength. Marcos' mind had never been as strong as Adrian's. All Frank had to do was to find him.

He saw perfectly in the darkness, now. His friends, not so much, having to feel their way through particularly black corners where the weak outside light didn't reach. They didn't know the layout either, whereas Frank had spent almost forty years locked inside these walls. At least, some part of him had.

God, was he pent up. Only a little longer and he'd take out every ounce of lust on his friends. They just had to be convinced first, remade into more suitable creatures, given new, horny bodies. Ones that'd happily let him mount them, or nurse on the corrupted milk from his new breasts as they sunk their throbbing manhoods into that tingling slit between his legs. Oh yes. He was going to sample everything they had to offer.

A crash ahead signalled that Marcos had come to an abrupt half. He'd ran face-first into a door he couldn't see and collapsed onto the floor. Frank did feel a twinge of empathy as he caught up to his prone friend. Oh, he was going to help him. Not to worry, you'll feel real good soon. All fresh and new and healthy.

"No, no, no! Get the fuck off-" Marcos protested, kicking and screaming until Frank's hand clamped over his mouth.

"Don't worry," the beast growled. "You'll enjoy every moment of this."

God, he'd forgotten how sexy Marcos was, for a human. His body was already covered in wiry, black hair, and as Frank tore off his clothes one by one, he couldn't help but pause to simply feel it for a moment.

"And you'll be so sexy, fuck..." he murmured. The human part of him had no idea what it was doing, but the new one did. It knew exactly what to do, and revelled in the sense of power surging though him.

Marcos struggled in terror, watching Frank's strange snake-like hood flare as he fixed his slitted eyes to his. He was strong, but the hyena - or whatever the fuck his friend had become, some hideous mutant hybrid of snake and mammal, of man and woman - was like a brick wall, unyielding and seemingly not even breaking a sweat holding him still. He tried to bite at Frank's hand, but his teeth couldn't pierce the thick fur and skin.

It all came so very naturally. Frank grabbed the back of Marcos' head and pulled his face against his new, milky breast, slipping a finger into his mouth to keep it open, to make sure he'd have no choice to drink. It only took a few moments of his corrupted fluid flowing over his tongue and pooling into his mouth before he had to swallow, a trembling shiver going through Marcos' body.

Frank lamented the fact that he couldn't take too_long here. That'd come afterwards, once he was done. He wasn't in a _hurry, not exactly, but there was a slim chance that Adrian might figure out a way to escape. He heard Marcos let out a sigh as he went limp, at least every part but his firming, bare cock.

"That's it, just embrace those good feelings," he rumbled.

It was less of a possession, for Marcos, and more Frank subconsciously reshaping him. He let out a pained yelp as his body notched perhaps an inch, and then another, as he grew taller. Each time, his legs kicked as the nerves were torn and then re-knit, leaving him almost a full foot higher than before, eerily elongated until his muscles began to swell. His belly remained, unlike Frank's, but grew more muscular.

Frank had always had a thing for "dad" types, and even though it wasn't intentional, that was exactly what he was turning his friend into. A very gay and horny daddy.

Oh yes, those thoughts of women? He'd have no use for those. A blissful smile swept over Marcos' morphing face as he suddenly realized just how attractive Frank had become. He could feel his friend's cock rub against his own as he continued his work. God, he needed that, needed to get on all fours and present himself- nh, focus, fuckin' focus, Marc. You're not gay, you're just really... hungry for a fat, throbbing cock- no!

Frank molded his body mercilessly. A pelt of silvered fur swept over him, thicker around his neck and chest, growing easily from his natural hairiness. He'd be a lion, but a submissive one, at least towards his new master. Yes, he liked that thought, and Marcos had always been curious about other men. Now was the time to bring those instincts to the forefront.

As much as Frank wanted to fuck him right then and there, watching his feet twitch as he grew into his new form, they had something else to do first. But on an afterthought, pointed his cock at the lion's back, relaxing, and letting a short stream of urine splash over him, soaking into his fur. There. Mine. It made him feel powerful, dominant even, but he'd still have to mark him with his seed as well. Later.

"Up, Marc. Let's show Adrian how good this feels," he growled, pulling the lion onto his feet. He was big, now, massive even, but Frank was still stronger.

"Nnh- but, I'm not-" Marcos protested, struggling to stay upright.

"Oh yes, you are. You're so hungry for cock you'd blow any sexy boy you met," Frank replied. "Just look at yourself, throbbing and dripping just imagining it."

"F-fuck, I..." his friend tried, but his eyes fell down and saw just how excited this whole thing had left Frank. And he felt a surge of arousal shoot through his mind as he stared at his engorged shaft. Frank's shaft had turned a dark, angry red, a swelling around the base. Like a dog's cock, and despite the disgust he should've felt, the sight left Marcos drooling. He licked his lips. "-w-what did you do to-"

"Shush, just follow. Let's find Adrian and give you time to get used to being a big, gay lion," Frank replied. He was certainly looking forward to that. Seeing Adrian's smarts melt into pure, raunchy cocklust. They just had to find him first.

Not that it'd be hard. The thing inside him had _been_the school. It knew every nook and cranny, and even now, some fragment of it lingered in the walls. Muted, as if underwater, Frank could hear someone on the other side of the building, trying to kick a door open. He wouldn't get out that way. Wouldn't get out at all before he had at least one load of warm, sticky cum inside him.

Adrian didn't spend long on that particular door. Somehow, he suspected that the thing he'd seen could hear him banging on it. He could feel acid rising from his stomach as he tried every window in that corridor as well, and none of them opened. They wouldn't budge even when he tried to throw a chair through them, almost as if the glass wasn't glass at all, but more like solid air.

He'd never believed in the supernatural, but nothing else could explain what was happening in this school. He had seen too much to deny it, including that thing that he realized had been Frank. It'd taken him a few minutes to accept that, too. What kind of unholy presence could've caused it? Was it going to do the same to him? The problem with having such an expansive, vivid imagination was that he could easily imagine it happening, and it left him trembling with dawning horror. What had the thing done to Marcos? There was no way he could've escaped, but maybe Adrian himself could. He just had to find one of the open doors.

Yet, the hallways seemed to repeat. Each one was almost identical to the last, and the view through the windows made no sense, the perspectives of the outside world increasingly incoherent. Sometimes he turned and saw the other side of the area, rather than the one he should've been facing. Sometimes, the view remained the same no matter how many turns he took. And soon enough, he could hear heavy footsteps echoing in the corridor behind him, punctuated by claws clacking against the dirty flooring.

What was he going to do? What could he do?

"Just slow down and we'll talk it through," someone shouted. It sounded a little like Frank, but much deeper and... more growly. A slight slurring, like his tongue was hitting fangs that hadn't always been there as he spoke. "You'll enjoy it. Marc did, didn't you?"

Adrian didn't hear a reply to that, but he heard a moan as Frank squeezed his friend's rigid shaft briefly.

Would it be so bad? He went through all the stages of grief. He was going to fight. No, he was going to give up. But maybe it wouldn't be so bad, whatever would happen. Frank seemed happy, after all, despite being so monstrously twisted, now. Maybe there was something he could offer-

Bang. A door in front of him swung open and the hulking snakebeast he'd seen earlier stepped through, "Oh, there, finally. I can't remember how this place works," Frank snarled. "Just sit down, Adrian, and relax."

"No no no, don't- whatever the fuck you're planning, don't do it, I don't want to-" Adrian yelled, turning around to run only to find another door swinging open, and a lion almost as big as Frank stepped into his way and grabbed him, first by his waist and then by clamping a massive paw over his face to keep him silent, turning him to face what'd once been Frank.

They were both sporting obscenely hard cocks, not even trying to preserve any modicum of modesty. And the lion's shaft was pressing right into his back. The sight was terrifying to the very straight Adrian.

"You're not even gay, stop, get a hold of yourself," he said, or would've said, if the lion's paw didn't muffle everything he tried to say.

All that the stocky lion gave in response to his struggling was a firm buck of his hips, grinding that thick, impossibly hot cock against his back, slipping under his loose-fitting shirt and sliding against bare skin. The touch of it made Adrian shiver in disgust and anxiety. Those feelings wouldn't last long.

"So what would you like to be, hm?" Frank rumbled, taking a couple of steps towards the captive human, his former friend and soon-to-be lover. "A bear, maybe? Nah... you'd be better off as a.. bunny," he added, with a grin. "A sexy bunny-boy to worship our cocks, maybe. Or fuck this new pussy of mine..."

Adrian could only watch anxiously as "Frank" slipped a thick finger somewhere behind his balls, and then pulled it out with a pleased grunt, wet with his... juices? Did Frank really have a pussy now? Adrian's mind reeled at the idea, as if he was slowly losing touch with reality. There was no denying that it was real though, no matter how impossible it was. It felt real, and when Frank forced that same finger into his mouth, causing him to gag, it tasted real, too.

Just like... heat. Like raw arousal, a flavor that seemed to sink into his tastebuds and then spread throughout his brain. Before he even realized it, he was suckling on that digit, drooling from the corner of his mouth as he licked every bit of Frank's taste off it, as if it was the best thing he'd ever tasted and he was starving.

"Good boy," the hyena-snake growled. "Now let's see what we can make of you."

It didn't take any kind of physical action beyond that. The changes were already underway. Adrian's legs gave in as his feet suddenly burned, twisting beneath him to the point they tore his shoes apart, growing and swelling. Marcos held him upright, dutifully, not only because his squirming body felt amazing grinding against his cock. No, there was a genuine affection to it, an eagerness to share what he'd just experienced, to show Adrian just how amazing being a monstrous, horny beast felt. He'd understand once it was over. And then, Marcos hoped, he'd finally get to fuck one of his friends. Or both.

Adrian groaned and gasped as pain shot up his spine, and yet his cock swelled with eagerness. First to full mast, and when Frank's fingers wrapped around it and squeezed, bigger yet, along with his testicles, bloating with growing lust even as blonde, very soft fur covered them.

Every little bit of fat melted away from his body. It was only appropriate that he'd be more of a twink, a perfect complement for the stocky form Marcos had been gifted.

He wanted to protest, but with each breath he took it got harder to remember what exactly he was protesting. It wasn't that he was losing his personality, but it was being molded by Frank's desires. More than anything, the reptilian hyena was focusing on coaxing forth a lust for cock, as every good bunny should have. It wasn't easy, as unlike Marcos, Adrian had never even been curious. Oh, his arousal was easy enough to inflame, but an exclusive attraction to the same sex was much harder to build from scratch.

He'd need a reference point, Frank realized. An experience with being properly dicked, rutted, of feeling the sexiness of a big, fat cock throbbing inside him as he was seeded.

Frank nodded towards Marcos with a grunt, and the lion grumbled affirmatively in response. No words were needed. Adrian's ass was plumping up where it pressed against him, after all, with a small, fluffy tail sprouting just above it. He'd be a perfect cocksleeve.

"Just relax for a moment. You're going to love this," Frank whispered, cupping the top of his friend's head and coaxing his ears towards the top, growing long and floppy.

Adrian allowed himself to be guided to lean against Frank's strong, sturdy frame. He didn't have much choice, really, his muscles like jelly. And then he felt it, something that was both hard and soft at the same time, and incredibly warm, slipping between his asscheeks and leaving a trail of wet, slimy heat behind. It pressed against his twitching pucker, gently but firmly.

Marcos was about to fuck him. He was going to have another man's cock inside him, fucking like a... a sexy gay bunny. It seemed to split his mind in two, just as it threatened to do the same to his body. One part was the old Adrian, trying to pull away, growling with disgust at the idea of getting fucked. The other was the new side of him, constantly coaxed and encouraged by Frank, the one that realized just how wonderfully right that firm pressure was starting to feel. How his asshole was relaxing on its own, happily yielding and allowing itself to be penetrated. And worst of all, a kind of tingling inside him, a deep-seated anticipation at the prospect of feeling hot cum flood his body. Breeding him, claiming him.

With a grunt, Marcos sunk the very tip of his rock-hard shaft into him, causing both of them to moan in unison. The lion naturally so, and the changing bunny against his will.

But it was overwhelming. Mind-melting. His virgin ass swallowing its first cock. That was the sensation Frank forced his mind to fixate on; each little throb, matching the lion's heartbeat. The feeling of slick cockflesh sawing through his clenching pucker. How good and natural it felt, how utterly fulfilling it was to bring a cock to orgasm with his very body. The promise of the warm, sticky reward.

Adrian's mind was faltering. By now, his body was even slimmer, more muscular and defined, covered with light golden fur. He had a muzzle, gasping for air, spreading as he panted with growing pleasure. An anthropomorphic bunny, with no sign he'd ever been anything else. Just a few finishing touches left, Frank thought, as Adrian moaned again, sounding more and more like he was enjoying the feeling of the lion breeding him with slow, deliberate thumps, gradually picking up the pace of his rutting.

Frank ran his fingers through Adrian's soft headfur, shaping the longer hair into a mohawk. A bright green one. Might as well look the part of a teasy, gay twink. The rest would come naturally. Now... he needed relief, himself. He was leaking cum with how pent up he was. As he looked at the bunny, quivering as his expression began to dissolve into slack-jawed bliss, Frank found himself wondering what part of him he could enjoy. His paws were blocked by the lion. His mouth, while inexperienced, could probably do with being fed its first cock. On top of that, his new pussy ached to be used and creamed, too.

Yet, his predatory gaze drifted to the lion, Marcos. He was grunting as he hammered his shaft into Adrian's formerly virgin ass. It was only fair that he'd be taking his first cock tonight, too. He might get too comfortable in a dominant role if not reminded of his place, and the thrill of reminding him turned out to be just what the hyena needed.

He wouldn't last long on his first go, but they had all night. And the night, in this place, might never end.

Frank moved behind Marcos, admiring both his footpaws - toes curling with pleasure - and his muscular yet plump ass flexing as he drove into his new, moaning partner. He didn't waste any time in yanking his long tail out of the way and pressing his tapered, canine shaft between his cheeks. Marcos didn't protest; rather, he groaned encouragingly, easing the bunny down on all fours and spreading his own legs to give Frank better access to that warm, tight hole.

With how big the lion was, he wasn't quite as tight as Frank had been expecting. Maybe it came with his new, sexualized body, but his ass was easily splayed open by Frank's pointed tip, and he buried his cock deep in that clutching heat in perfect rhythm with one of Marcos' own thrusts.

Yeah. This is exactly what I need.

He wrapped his arms around the lion's chest as he began to rock his hips, toying with his big, juicy nipples. They weren't leaking milk like Frank's own - it was matting the scruffy silver fur on his back - but they were wonderful nonetheless, and from how the lion squirmed as he pinched them, they felt good too. Frank hilted himself in that beautifully clutching ass, growling with delight as he felt Marcos' tight ring of muscle squeeze around the root of his cock.

Frank was panting already. There was too much to enjoy. He wanted to do it all, at once. His hands reached Marcos' feet, and his fingers dug into his soles to steady himself as he rutted the other male with wild abandon.

He wasn't the only one enjoying it. He heard a loud, hitch-pitched moan and raised his eyes from Marcos' paws just in time to see Adrian stiffen briefly, hips twitching as the lion's relentless thrusting took its toll. He was cumming, hard by the looks of it, spraying gushes of his seed onto the floor as his ass squeezed and milked at the lion's shaft.

"Good... boy," Marcos groaned. "Nh, milkin' my cock like a good twink... god, I can tell your cute ass likes bein' fucked."

Adrian's orgasm set off chain reaction of sorts. The lion's thrusts grew erratic as the relentless milking of the bunny's ass around his cock inexorably pulled him towards orgasm as well. With a triumphant roar, he thrust as deep as he could go and, throbbing heavily, came inside his "straight" friend, filling him with another man's cum for the very first time. It was Marcos' first time cumming inside a man, too, but he was too far gone to even realize it. To him, it felt like he'd always been gay, as his cock spat out thick rope after rope of cum deep into the snug confines of the freshly-minted bunny's lithe body.

That, in turn, set off Frank. Strings of his more feminine wetness dangled between his legs as he thrust into the lion's ass a few more times and then bit onto his neck as he let go, baptizing his ass with its very first load of warm, sticky cum. Hopefully one of many. He came almost _violently,_to the point his legs were shaking, holding himself there until he was truly drained, at least for a brief, blissful moment.

It wasn't enough, it wasn't nearly enough with the demonic lust pulsing through their veins. He needed more. They all did, but none more so than Frank and his neglected female sex. They stumbled into the closest classroom - the formerly locked doors eagerly creaking open before them, now - and collapsed into a hot, panting pile of lust. Adrian pressed his paws against Marcos', entwining their toes as best he could, while Frank casually straddled him and sunk his clenching, wet new cunt onto his firm masculinity. Finally. God, it's so fucking good. It was a different sensation to having his ass filled, more sensitive if less tight. He could feel every vein on the bunny's cock, every curve as it sunk into his drenched depths. Leisurely, he rocked his hips in Adrian's lap while the latter grabbed hold of his ankle and brought his footpaw to his face. Adrian rubbed his muzzle against that rough sole, thrusting up into that heated, tight vice engulfing his cock.

He had cum only moments before but already his balls were churning, gurgling as they produced more tainted to cum to gift to his beloved friend. Were they all gay now? It didn't matter. All that _did_matter was that intoxicating friction of fur against fur, of slick flesh against slick flesh, every sensation like fireworks through each of them, every nerve sparkling with pleasure to the point none even tried holding back their moans. Soon, Adrian's body stiffened again as he filled Frank with blast after blast of thick, warm cum, thrusting feverishly into him as his feminine sex clenched around him rhythmically.

He rolled off only moments after, a gush of spent seed following Adrian's cock as it slipped out of him. Unthinkingly, he positioned himself behind Marcos, who was just hoisting the bunny's legs up on his shoulders and guiding his shaft towards his gaping, cum-soaked pucker. Adrian only spread his legs wider, trying his hardest to relax as he felt the lion's bloated glans kiss his entrance, and when he sunk into his well-bred body his eyes rolled back in a quivering, ecstatic paroxysm.

"G-god, yeah. Fuck me, daddy," the bunny groaned, cock throbbing readily as the lion's cock stretched his ass tight around its girth.

"See? Told you you'd like it. What a good gay boy, begging for cock..." Marcos rumbled, giving a few sharp thrusts to really hilt himself in his friend's rump. Only a few hours before they'd both been straight. Right now, nothing could've possibly felt better than their mating.

Just as Marcos began to thrust, he felt Frank's tongue drag over his toes, soles and heels. The hyena was on all fours behind him, caressing his new, massive, feline paws. Stroking himself to the rhythm of the lion's thrusts, each wet little squelch as he impaled the moaning bunny. None of them held back. Before the end of the night, they'd all be thoroughly full of and covered with each other's seed. None more so than Frank, as despite his dominance, the pure carnality of their threesome knew no limits. He wanted to be painted, to be dripping with cum, just as he wanted the same for the others.

His shaft erupted in long, pearly ropes of cum that splattered over Marcos' footpaws as he reached yet another orgasm. Thick, globby strings of it clung between his furred toes, dripping over his pawpads. How many had it been now? He'd lost count between orgasmic throbs and the constant, overwhelming, mind-blanking pleasure.

Between those orgasms, the school began to fade. Frank had no more use for it, after all. What'd began so many years ago had now been finished, and so, those memories faded away. Room after room, as the three friends switched positions to rut each other anew, the building seemed to curl up on itself, corridors folding into nothingness. The classroom, splattered with spilled seed and heavy with the masculine, musky arousal of the three new beasts, was the last to go.

As it collapsed into the void around them, all three froze. The feeling of icy cold October air washing over their wet, sweaty bodies was enough to put a damper on the most infernally blazing lusts.

They found themselves in a vacant lot, one that seemed to have been empty for years. It had. Oh, certainly the school had been there for a time, too, but it'd been torn down long before the three friends entered. Not that it mattered too much. It was hard to remain concerned about vagaries like physical reality when each set of balls between them still felt uncomfortably bloated with cum, aching for the next orgasm.

What was apparent was that a threesome wouldn't satisfy them. They needed more. Luckily, there was a whole city of people who could be eased into new, animalistic roles. Frank licked his lips at the very thought as he pulled himself off Marcos' cock, not caring about the cum spilling all over his friend's stomach. He'd wear it like a badge of honor anyway.

Their understanding was clear and immediate. More would be needed. More bodies for the demon of lust.