Once Upon a Time in the Woods

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#10 of My stories

A spicy double gender shifting tale featuring https://www.furaffinity.net/user/swordplay ! Hope you like it


It was hot. As the fox and cabbit lumbered up the trail, both of them panted heavily to cool themselves off. On that particular day, the two of them had decided to hike to a nearby beauty spot, but the sun was beating down hard, and the sparse trees at the sides of the path offered little shade. Up ahead, Reskao spotted a small cave and started making a beeline for it.

"Where are you going?" Slick asked.

"I've gotta get out of the sun for a bit, cool down. You can join me in there if you want" replied Reskao, pointing at the cave. "I'll join you in a minute, I wanna snap some pictures first" the cabbit replied, already wandering out of view.

As she clambered down through the mouth of the cave, Reskao found it to be oddly cool. It was dark inside, but she managed to find a comfortable enough rock and plopped herself down on it.

As her eyes adjusted to the darkness, she swore she saw something glinting further in, but dismissed it as a simple trick of the light. As her body temperature decreased, her panting slowed down, and she looked back over to where she'd seen that sparkle, shocked to find she could see a faint red glow emanating from the spot now too.

Curiosity bubbling within her, she scrambled through the cave to find the source of the light, until finally, her gaze fell upon a fluorescent crystal. She sat down on a nearby rock and reached out to touch it, but yanked her paw back when it shocked her.

"Well that wasn't very nice" she said, glaring at the crystal, but slowly found her paw reaching back towards it, mesmerized by its beauty. As her fingers closed around it, she could feel it fizzling in her palm, all the hairs on her arm standing up as she lifted it in front of her face, marveling at how it seemed to trap all the light that bounced into it inside.

The fizzling in her hand was quickly turning into an almost uncomfortable heat, but she found that no matter how hard she tried, she couldn't let go of the crystal. As she tried to pry her fingers from the crystal, she could see the sinews in her hand growing slightly as the heat started to move up her arm. It began to crawl up her arm, the muscles in her forearms and then biceps pulsing slightly as they expanded. As it reached her shoulders, they broadened, tearing her shirt open as her breasts began receding into her chest.

Reskao groaned, voice dropping in pitch as an Adam's apple pushed forward on her thickening neck. She could feel something shifting between her legs as she pushed her shorts down, gasping as she saw a growing bulge in her panties. She could feel something shifting inside her, unseen, as her ovaries began dropping through her womb, closing it up behind her. As they pushed past her cervix, it felt like she was trying to lay a couple eggs as she finally managed to push her underwear down around her legs, straining as she watched her clit anchor itself to the front of her crotch, the folds of a sheath starting to rise around it as its base swelled into a knot, tip thinning down into a canine point.

Underneath her growing dick, the lips of her pussy were closing up, a loose flap of skin starting to drop from the bottom of her sheath.

She knew what was happening now, the crystal was turning her from a meek vixen into a bold tod, and as she gave one final push, her ovaries dropped into their new home, bouncing and swelling as they churned, converting his eggs into fresh, virile sperm. He'd been so occupied with his shifting genitalia that he'd missed the crystal doing its work on his legs, standing up and feeling the new weight of his tangerine-sized balls tugging at his sheath as they swung between his thighs.

Reskao found he could control his hand again, but he felt the heat from the crystal continuing to seep into his system, and as a fresh pulse thrilled through him, he could feel his dick pushing from his sheath as it hardened. It pushed out to a healthy 8 inches, throbbing and starting to drip with pre as it bobbed with every beat of his heart. Reskao reached down to touch his cherry red breeding rod, and as his hand closed around the shaft, it began to glow the same deep red as the crystal.

A surge of lust pounded through him as his body forced even more blood into his dick, until it was forced to expand. It pushed past 10 inches, throbbing almost painfully with hot need as it continued growing further and further from his crotch, the tip starting to sag towards his feet as his rapidly expanding cock struggled to support its own weight.

The heat from his cock started leaking into his balls, forcing them too to grow as they began to brush against his thighs, sagging under their own increasing weight, a throbbing ache pounding inside them as they forced him to spread his legs around them, their size having doubled to that of oranges. With every beat of his heart, his genitals expanded, his balls rumbling as they sloshed and churned with fresh loads to fill their swelling expanse.

The drips of pre from his dick grew into a stream as his body tried to purge some of the pressure building in his throbbing orbs, he moaned as a pressure built at the base of his sheath, a second glowing shaft pushing from inside, dripping with juices already as it grew along the top of his existing cock. As both pulsing tools approached a foot in length, a wave of lust exploded in his thumping sack as his balls began to divide, his body growing a second set of testes to feed his second greedy dick.

As his quad balls throbbed between his legs, he could feel a wave of male hormones pumping into his system. They'd been simmering in the background for a while, but his doubled-up set of male equipment was positively dumping them into his system now, overwhelming him, the light in his dicks and the crystal flaring as he began to grow again. His bones popped and cracked as he began to grow in height, his entire body pulsing with heat once more. He pushed past 6 feet, then 7, then 8, his dicks pushing past 2 feet in length as his balls dropped further between his legs, sloshing with virile spooge as they settled at the size of grapefruits, pulsing as they began dumping more and more hormones into his system, his mind starting to cloud with lust as they sent him into a deep rut.

He groaned in lust as his pecs expanded, pushing out with pure muscle as an 8 pack of abs crossed his stomach, arms and legs flaring with strength, veins bulging out as Reskao finally dropped the crystal, his need for release having at last eclipsed his desire to hold onto it.

His drooling dicks called for him, and he was only too happy to oblige. He reached down, wrapping one large paw around each and stroking slowly, moaning as all thoughts began to fade except for the throbbing need swinging between his legs.

Outside the cave, completely unaware of what was happening inside, Slick was getting impatient. If they didn't get going soon, they were going to have to walk back in the dark, and he wasn't too enthused about that. With a huff, he climbed down into the cave. He could hear groaning inside, and started to rush, worried his friend might be hurt. As the fox came into view, Slick gasped as he saw how much his friend had changed.

Filling his vision was a beefy, massively hung, masturbating fox. He almost didn't believe it, but the fox in front of him had to be Reskao. He spotted the cabbit, and with a lusty glint in his eyes, reached down to pick up some rock off the floor, a deep and powerful voice saying "catch" as he threw it.

Slick instinctively closed his fingers around the rock, and from that moment, his fate was sealed. The crystal, charged with the energy it had gained from Reskao's lust, set about its work much more rapidly. Slick fell to the floor, unable to let go of the crystal as a set of breasts began pushing against his shirt. He moaned as they expanded across his tits, dragging their sensitive flesh against the fabric until with a rip, they tore through it and flopped out into the open air. He could feel them bouncing on his chest, reaching up to massage them, crying out with a much more feminine voice at their sensitivity as he rubbed his paws over them. Lower down, his hips were expanding, his belt popping as it snapped.

As his ass inflated, he shoved his pants off, straining to look past his large breasts to his crotch, where his dick was starting to deflate as his balls popped inside him, tunneling through into his hips as his organs shifted to make space for his growing womb. As his balls settled between his hips, they tingled as they converted his sperm to fertile eggs, dumping a bomb of female hormones into his system as his dick settled in place as a thrumming clit between her thighs.

Her clit strained as her new lips zippered open, dripping already with lust as Slick felt a needy ache settling into her womb. The ache soon flared into an inferno of lust as Slick was thrown headfirst into her inaugural heat.

As she finally released her hold on the crystal, she noticed Reskao had stopped stroking his throbbing dicks. He eyed Slick with a lusty glint in his eye, beckoning her with a finger, and that was all the encouragement she needed, heated as she was.

She clambered over to Reskao, her pussy drooling onto the cave floor as she moved. As she approached the fox's dripping cocks, she could smell the musk steaming off of them, prompting a gush of fluid to spill from her pussy, soaking her thighs as she clenched with powerful need.

Reskao dropped his arms to Slick's hips, effortlessly picking her up and lining her holes up with his throbbing cocks.

As his pointed tips pushed at her openings, Slick ground herself on them, crying out with lust as Reskao's upper shaft pumped precum into her heated pussy as her womb screamed to be filled, her mind filled with images of a belly swollen with fox cubs.

Sensing the scale of Slick's need, and feeling his own, he pushed her down onto his pulsing shafts, both of their minds blanking for a moment with pleasure as they finally joined.

Slick could feel the pressure of Reskao's tools spreading her open, as a new thought blazing through her mind, overcoming all other thoughts, "MORE!"

Reskao shoved his dicks deeper inside Slick, both of them moaning in unison as they were rewarded for satisfying their needs. As streams of femlube gushed down Reskao's upper cock, mixing with the pre shooting into her love tunnel, Slick felt her stomach bloat slightly as both it and her ass were filled to the brim with pre. The backwash from both her holes lubed up both of Reskao's shafts as gravity helped her sink down onto both massive lengths.

The pleasure of being filled was so great that Slick couldn't breathe, until finally, as her clit came to rest against the throbbing knot of Reskao's upper shaft, she managed to eke out a shuddering moan as her belly bulged around the giant cocks shoved inside her.

As they both took a moment to rest, Reskao's dicks began glowing again. Slick felt new, pleasurable weight growing on her torso as two new sets of breasts spawned beneath her first set, nipples growing from nothing into infinitely sensitive nubs, her upper set expanding as her middle and lower ones each settled at one cup size below the set above it. Now, she was left with a 6 pack of breasts to contrast with Reskao's 8 pack of abs, her lowest pair pushed apart slightly by the tip of Reskao's dick. She lowered a hand to her stomach, feeling it pulse through her skin and inside her as both Reskao's throbbing cocks dumped cups of pre into her system, her hips expanding to childbearing proportions as her body prepared for the rutting of a lifetime.

Their lusts cooled slightly by their joining, Reskao looked at Slick lovingly and asked her "you ready?"

Slick, still breathless with pleasure, managed to say "it feels like I've been waiting my whole life for this, breed me until I'm full of your cubs!"

Reskao didn't need to be asked twice. He grabbed Slick by her wide hips, lifting her up before shoving her back down powerfully onto his shafts.

As Reskao pulled her up, Slick felt a yawning emptiness inside her, wanting more than anything to be filled once more, before her consciousness was carried away by a spike of indescribable pleasure as Reskao began to rut her.

Slick's breasts bounced heavily on her torso, sending waves of pleasure through her as they collided with each other, her clit sending bolts of sensation up her spine every time it ground against Reskao's knot, pussy and ass fluttering around the invading shafts as she rode a wave of pleasure toward her climax.

Reskao knew he wasn't going to last long. It was his first time using any cock, let alone two, but he was going to savor every moment. With every thrust he felt the pressure building in his balls as they swayed between his legs, sloshing with incredibly virile fox cum every time they collided with his legs or the rock he was sitting on, aching with the need to be emptied as he rutted Slick onto his cocks.

Their combined fluids dripped onto the cave floor as they both worked towards orgasm, moaning as they felt it approaching. As Slick's holes spasmed around Reskao's cocks, they sealed off the flow of pre as they prepared to fire liters of baby batter deep inside her. With a powerful shove, Reskao started grinding her knots against Slick, trying to tie her as Slick screamed in pleasure, feeling the pressure in her hips as she started to spread around them.

With a pop that echoed through the cave, they locked inside her, and Reskao could feel the slugs of virile cum being pumped up from his balls as they clenched, muscles pumping them towards his shafts as they got ready to seed Slick with his cubs.

Reskao's mind checked out as he felt his cocks spasm, firing the first of his many loads of spunk deep inside Slick, who started convulsing around them as soon as the first drops of cum leaked into her heated womb, her mind floating on an ocean of sensation as her pussy soaked Reskao's crotch with her fluids.

Her ovaries spasmed as they dumped a batch of eggs into her tubes, the sheer volume of seed being pumped into her by Reskao, bloating her passages as seed was forced into her ass and her womb, bathing both in virile fox sperm as Reskao's swimmers made a beeline for her fertile eggs.

As their climaxes petered off, Reskao could feel his cocks still drooling inside Slick as his rut faded, Slick noticing her own heat dissipating into a warm glow she instinctively knew meant pregnancy.

Her breasts swelled slightly, nipples straining as milk began beading at the tips, pressure growing inside them as her body prepared itself for the young she'd be carrying for the next few months.

Reskao's massive knots were still swollen inside her, but she didn't mind. She wanted that baby batter to stay right where it was to ensure every one of the eggs her ovaries had released was fertilized. She looked up to her mate with appreciation and asked him "Do you wanna watch the sunset while we wait for your knots to deflate?"

Reskao did, and so he pulled slick to his chest, barely noticing her weight as he carried her to the entrance. Her leaking breasts wet his fur as they bounced against him, his own bloated balls swinging between his legs as he felt them churning up his next load already.

As they emerged from the cave, they saw the sky was fading to a beautiful golden orange, and sat down at the mouth of the cave to watch day give way to night.

As the sun was dipping below the horizon, he finally felt the pressure on his knots decrease enough to pull Slick off of him, and so with a twist and a pull, his cocks emerged from her now gaping holes.

As his excess cum drooled out of her, Slick looked to him embarrassed and said

"I don't think I'll be able to walk back, can you carry me?"

Both could feel the embers of their lusts sparking back towards full flame already, as Reskao looked to him with an evil glint, saying "only if I can use my cocks to support you"

Slick had been feeling painfully empty ever since Reskao had pulled out of her, and climbed up his chest to remount his poles, which were already starting to drool with excitement again.

They both groaned in satisfaction as Reskao helped lower her onto his shafts, Slick loving the warm heat spreading through her system as his hot pre shot into her.

As he stood up, he held Slick against his chest once more, as he used his powerful new body to jog towards home, bouncing his mate on his cocks with every step as his balls sloshed between his legs with his growing load.

They knew it was impractical, and that they'd have to stop a few times when they started to cum, but neither was willing to trade convenience for the incredible sensations they were feeling. They both had bodies most could only dream of, and they were more than eager to make the most of them.

As the cave faded from view, the crystal sat in a puddle of their fluids on the floor, its glow starting to fade as it lay in wait for its next victims.