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Faith was standing at her desk, pumping out another commission when her stomach rumbled. The SpiderCat had been hard at work since morning, suddenly remembering she'd skipped lunch. She didn't want to walk away, she was almost done. As her gaze fell upon the bowl of fruit on the corner of her desk, she pondered the options in her head: "Hmmm, peach, banana, or fig. I can't decide, so I'll just close my eyes and grab one."

As her hand blindly reached towards the bowl, it closed around the oniony shape of a fig. They'd been in the bowl for a while, but she just kept ignoring them every time she needed a snack. She figured it was time to eat them, otherwise they'd go bad. As she picked it up, it felt oddly warm, but she brushed it off, saying "Well, they're supposed to be best warm and fresh, this one's at least half that" before taking a bite.

As her teeth closed around it, she could feel the juices from inside leaking down her throat, the taste sour in her mouth. She spat it out, throwing the rest of it in the garbage as she reached for her water bottle to wash the taste from her palate. Evidently that fig had been there longer than she remembered, and had gone off.

As she raised the water bottle to her lips, the edge of the rim brushed against the tip of her wet nose, sending a bolt of pleasure through her. She dropped her water bottle in surprise, bringing a paw to rub against it, moaning at the sensation of what felt like a second clitoris on her face. She could feel the muscles in her throat start to spasm hungrily, and tried to say "Holy hell, what was that" but heard nothing but gurgling noises coming from her mouth.

She was starting to panic as she lost control of her tongue, feeling it sink into the floor of her mouth as her teeth dissolved, lips fattening as they opened on their own. As she struggled to look down at her own face, she could see the blurry outlines of a fat, winking pussy forming in the middle of it, what was left of her nose pushing down her muzzle as it took its place at the top of her. As her saliva shifted to be closer to a kind of feminine lube, she tried to talk once again, to call to her roommate for help, but when she tried to move her lips, all she could do was open and close them, making them smack hungrily as they drooled lube down her chin.

"Fuck, fuck! What am I supposed to do? Why is my throat spasming, why can't I talk, and why am I so hungry? How am I supposed to eat? Why am I not shoving something in my mouth?"

That last thought didn't feel like hers. It felt like it came from within her, but she didn't think it. She was panicking, hard. At the forefront of her mind was how she was going to eat without teeth or a tongue, and her desperate eyes once again fell upon the bowl of fruit. She didn't think the peach would work, but that banana was looking oddly enticing. Her hands shook as she grasped it, almost dropping it as she pulled back the peel.

She could feel the spasming in her throat intensify as she brought it to her lips, shuddering with pleasure as she pushed the phallic fruit in. She couldn't help but tense the muscles in her facecunt, cutting the banana in half as her slit started drooling wantonly around it, dripping fluids onto her breasts as they pushed the banana around inside her mouth.

She could feel the panic rising above the pleasure as she thought her only airway was now blocked by half a banana, but as she breathed in she could feel a rush of air around her clit as two slits opened up to either side of it. She could immediately smell her own need, groaning internally as the wind pushing in and out of her blew over her sensitive button.

She raised a paw to her face to try and fish the banana out of her, sticking a finger into her pussymouth to try and spear it with her claw. As her finger slipped in, she could feel her lips flare with lust as lube began streaming down her face, and the banana was forgotten as she began to pump her fingers in and out of her face, eyes rolling up into her skull with blinding pleasure as she finger-fucked her new faceslit.

As the fluids streaming out of her soaked into her breasts, they slowly began to expand. She could feel a heat rising within them, their weight growing on her chest as they swelled. Her nipples strained, pushing outward, carried forward by her burgeoning bust. The heat inside her breasts came to a peak at her straining teats as they began weeping with milk, wetting the fur on her stretching orbs, spurning a fresh wave of growth as they ached with the pressure of the cream brewing within. As they pushed away from her body, they knocked over her monitor, their expansive flesh jiggling as she fingerblasted her face, the vibrations causing the bowl of cursed fruit to bounce off the desk.

As she finally came around her fingers and the banana she'd only managed to push deeper inside, her mind checked out as her lower slit fired off sympathetically, a puddle of milk from her leaky breasts and slits gathering on the floor.

As she came back to herself, Faith looked down at her changing body and was struck with a worrying thought. "Holy shit, my breasts are huge! How the hell am I supposed to go anywhere? I can't call for help, and if they get much bigger, I won't even be able to move." As she looked from her chest to the door, her eyes widened as she realized the scale of the problem.

Using her 8 powerful legs, she backed away from the desk so as not to damage anything else, breasts sloshing heavily with the gallons of milk within, and turned to push towards the door. As she approached it, her view of the knob was blocked by her massive milk-tanks.

She could feel cold brass press against her right nipple as she fumbled for the knob, shoving her chest against it with all her might, all 8 legs scrambling for purchase on the floor as her paw just managed to close around it. She tried to turn the knob, but the milk leaking from her teats had made it too slick, and her fingers slipped off.

As she tried to shove herself forward again, her chest surged with a fresh spurt of growth, and she could no longer reach it. She grasped her breast, shoving her nipple into the knob, twisting it to try and make it turn as the pleasure of grinding her nipple against it trying desperately to distract her.

With a final twist, she let her breast drop, feeling its weight pull her forward as its pendulous weight bounced against her.

She tried to say "damn it" but only managed to send another gush of fluids from her slit as it spasmed pleasurably around the mashed mess of banana stuck inside her. The sensation in her slit, combined with the feeling of her breasts moving against the door with every breath proved too much for her, her need rapidly reigniting as she raised one paw to her slit, the other dropped to her still-swelling chest, caressing her productive mounds of flesh, spurring them to make more milk, to grow even further.

Her chest thumped against the wall as she rubbed her aching nipples against it, the milk spurting from them serving as lubricant while her breasts sagged towards the floor with incredible weight. The puddle of fluids gathering at her feet only grew with the gallons of milk and lube leaking from her body every minute, starting to push under the door and into the hallway as the bottom of her breasts began to dip into it, soaking the fur underneath.

Slick was awoken from her midday cabbitnap by a thumping pounding through the walls. She grumpily stumbled out of bed, not bothering to grab any clothes as she walked towards their washer and dryer. She figured there was probably a lump of sheets or something jumping around in there, and she fully intended to put a stop to it so she could get back to sleep.

When she reached the dryer, however, she found it empty. "Huh," she said, shaking some of the sleepiness off. As she turned around to investigate the source of the noise, she noticed the door to Faith's room shaking, and a puddle of what looked like milk spreading from underneath the door. Curiosity bubbled inside her, and she walked over to the door.

As she pressed one tall ear to it to listen, the door finally swung open under the pressure of Faith's person-sized chest, shoving her back as the wood splintered wetly, its milk-weakened structure having failed. As Slick picked herself up off the floor, she was greeted by the sight of two massive breasts blocking the entrance to Faith's room, milk and femlube flowing out from beneath her cleavage, which was conveniently centered in the doorframe.

Slick called out to her roommate "Well holy shit, what kind of pickle have you gotten yourself into this time huh? We haven't even finished paying off the repair bill from that time you got me to take dick pills from the internet!"

Faith was snapped out of her self-pleasure routine by the muffed sound of her roommate's voice, pulling back from the door slightly in an ill-fated attempt to look at her friend.

She could feel her pushing into her cleavage, her body trying to make her moan but only managing to dump some more lube down her cleavage.

"The fuck was that?" Slick exclaimed, Faith shuddering with pleasure as she tried to explain her predicament, her slit spasming on her face and stimulating her clit as she spit out some wet gurgles, all that was left of her ability to speak.

Slick was surrounded by wet, slippery heat as she worked her way through Faith's boobflesh, hearing nothing but the waves of milk sloshing within. She stifled a moan as her own globes rubbed pleasurably against Faith's, her dick peeking out of her sheath as she fought her way forward. Over the sounds of her forward progress, Slick heard the muffled sound of the gurgles coming from Faith's face, shoving herself off the ground and scrabbling to the top of the mountains sprouting from Faith's chest, panicked as she thought her friend might be choking, unable to breathe due to the mass of her chest.

As she managed to shove her shoulders through, she finally saw the problem. "How on earth did you end up with that on your face? And how does it relate to the fact that you've got two supertankers for breasts?"

As Faith struggled to communicate, arms now almost useless due to the size of her chest, Slick saw the banana jammed inside, deciding to get some proactive retribution for the headache fixing all this was going to give her.

"Did you take something to turn your face into a cunt, then try to have sex with a banana? Is that what's stuck in your mouth? For god's sake why do you have to try the lewdest things? Where did you even get that idea? How am I supposed to find whatever it was you took now, it's probably buried underneath you, and I can't even use your computer because it's probably soaked now too." As she delivered her scolding, her voice cracked as her dick rubbed against Faith's well-lubed boobflesh, drooling with its own lube as it pushed out of her sheath. She was treated to another flurry of wet smacks from Faith, tears streaming down her face as she tried desperately to explain that wasn't what happened, she just wanted a snack.

Slick's eyes softened as she looked back to her friend, standing atop her firm orbs and slowly but steadily moving to her quivering slit.

"Ok, that was probably a bit harsh. Maybe once I get this thing out of your mouth we can figure out a way to communicate. Some pen and paper, or, failing that, maybe you can blink me morse code or something. I'm sure this isn't what you wanted to happen, but maybe we can make the best of it."

Faith nodded, Slick spreading her lips open to gauge the scale of the problem. The chunk of banana seemed to be stuck where a cervix would be on a normal pussy, and when Slick tried to spear it with a claw, she could feel Faith shudder with pleasure as she only succeeded in pushing it a bit deeper, as Faith had.

"Well, I'm not getting it out, so it's gotta go in further I guess, assuming that thing is still connected to your stomach. I've got an idea for that, and I think you'll probably like it. I can't get my paw in, but you've got a vagina for a face and they're pretty much made for taking one thing," Slick said, pointing at her crotch.

Faith felt an intense need flare within her, lust clouding her eyes as her slit began to spasm violently. Slick could see and smell her friend's lust, but she didn't want to take advantage of her. She pushed her drooling dick towards Faith's convulsing slit, using her tool to push the banana down into her throat before pulling it back out again.

Faith felt a deep sense of relief as the banana was finally shoved down her throat, her stomach churning hungrily as it finally got some food. But as Slick pulled back out, she felt a maddening emptiness in her slit, looking back to her friend with pleading eyes as her facegina begged to be filled.

Every neuron in Slick's brain was now screaming for her to breed her friend's face. The hardest thing she'd done in a while was pulling herself back out of that tight hole, and even though her shaft was throbbing with need, blue balls aching for release, she found a shred of self-restraint. "Blink twice if you want this" she asked. As soon as the words had left her lips, Faith was blinking like her life depended on it, and without further ado Slick shoved herself back in and went to work.

Faith wanted to watch, but as soon as her slit was filled her eyes rolled up into their sockets, her brain checking out as she floated on waves of the most intense pleasure she'd ever felt. Her face came around Slick's shaft continuously, spasming hungrily as it thirsted for her seed. Slick, for her part, was trying to stave off orgasm as the most violently active pussy she'd ever been in tried to milk her dry right from the off. She was never going to last long, and with one final, powerful thrust, she shoved her knot in as deep as she could and dumped her virile seed straight into Faith's throat.

Faith had been unable to think, the sensations from her face were so powerful, but as her throat was seeded her body rewarded her in spades, all conscious thought fading as her breasts clenched, spurting gallons of milk and her lower slit fired off its own orgasm, every orifice gushing with fluid, soaking Slick as the rest of her ruined the walls and the floor, greedily milking her balls for all they were worth.

As they came down, Slick pulled back out of Faith, who immediately felt the need in her face return. She didn't think there would be a moment her facecunt would let itself be empty as long as she had it, and she smacked her lips needily, looking back to Slick as she laid down on Faith's breasts, exhausted, dick retreating into her sheath as it rested while her balls churned up her next load.

Slick could see Faith still needed her, and another idea occurred to her. "Ok, gonna be a bit until my dick is ready again, but I have another idea."

She stood back up, shoving her muzzle to Faith's, thrusting her catlike tongue deep inside her thrumming passage.

As she ate Faith out, she was alarmed to feel her own face shifting, her tongue receding into her mouth as her own nose changed into a clit, her new faceslit spasming around nothing, demanding to be filled as she ground her clit against Faith's. She pulled back, bringing one paw to finger herself while the other took care of Faith, both of them rolling their eyes into their heads as their slits smacked with need.

As they both came down from another orgasm, Slick pulled her hand from Faith's slit, looking into her needy eyes, holding up 1 finger as she desperately fingered herself, sliding back between Faith's breasts and pushing out of the room.

She couldn't bear to remove her hand from her face, it was too needy as she rushed to her room, her own breasts swelled slightly and began to leak with milk, flinging it all over the place as they bounced. She threw open her bedside table and retrieved her double-ended dildo, shoving it in and out of her face desperately as she finally sated some of her need.

As her slit spasmed around the false dick, she felt the same deep-seated hunger for seed Faith had felt (and was still feeling), but she knew she had to take care of her friend. She fucked her own face with the dildo as she walked clumsily back to Faith's room, her legs unsteady as her dick throbbed sympathetically with lust between her legs. As she climbed back on top of Faith's chest, she shoved the dildo into her friend's face, helping her move her paw back above her massive chest so she could use it. As soon as she saw her friend happily thrusting away, she lay down on her breasts and bent over, bringing her dick to her face and thrusting into her slit. Her body moved on autopilot as her cock dumped warm pre into her throat, her own body milking her cock as she fucked her own face. With a final spike of pleasure, she knotted herself and fired a hot load of seed deep into her throat.

As she pulled out of herself, she stood up and shoved her slit onto the other end of the dildo, swiping some of the cum that had drooled onto her leaking tits and smearing it on Faith's side.

Both of them, exhausted, brought their slits together, finally feeling some sense of relief as they ground their clits together against the seed-covered dildo. Neither of them wanted to pull away, they knew the second they did, their need would force them to shove themselves back onto it, not caring anymore about fixing themselves, only wanting to feed on seed. Eventually they'd need to figure out how to eat, or to stop fucking themselves long enough to cook. Exhausted, they both passed out, slits spasming around the dildo as they slept.

When they both awoke the next morning, their needs had faded somewhat, but they both felt it simmering in the background. Neither of them had eaten much aside from a load or two, and as they pulled apart, the wall Faith had been shoving herself against collapsed. Slick slid off Faith's breasts, looking hungrily at her pulsing teats, before shoving herself onto it and drinking deeply from one as her slit milked it. She could feel her own breasts swelling with more milk, nipples growing into teats of her own as she swore she'd give Faith some nutrition of her own, as soon as she had enough for herself.