A Shapeshifter's Desire

CHAPTER 1 - DESIRE'S GROWTH

Caroline's eyes flared red in the mirror. Her body was hot and rolling with desire. She panted and held onto the edge of the sink, short blonde hair growing longer by the second. She had never felt it this bad before, never in high school, and never since she had graduated five years ago. She, twenty-three, lived alone in an apartment in midtown Seattle. A nice little place, well-furnished.

Her eyes were almost feral in their blood red look, her hair was shaggy and hanging around her face and her brow glistened with sweat. Her pussy was positively dripping and she just ached for sex. Male, female, whatever, it didn't matter. She needed someone and needed them now. Her body wouldn't put up with any delay or denial, her out of control powers were proof of that. She looked at her fingers as her nails grew longer and sharper. She was getting quite a bestial look around her and she jerked away from the sink.

She only wore sleep shorts and a tank top, having awoken in a sweaty, masturbatory mess. Six orgasms hadn't made a dent in it. She stomped to her door and jerked it open, the glittering morning sun barely peaking over the horizon.

"Morning neighbor! Odd to see you up!" Her jovial neighbor Tom called to her from down the balcony. He was standing in a bathrobe and sweatpants, a rolled newspaper in his hand. A nice young man of twenty-five, they knew each other as neighbors and nothing more.

Caroline looked at him, her vision pulsing with the beat of her heart. Her eyes were still blazing bright and her hair was something straight out of the eighties, huge and wild. He started when he saw her face, his mouth open in shock, "Are you okay?"

She lunged at him, pinning him to the wall with a grunt of surprise. His chest was bare and washboard flat. He was a young college man, probably ran track or some other agile sport that kept him so well toned. She inhaled deeply, running her tongue up around his collarbone and neck. The scent of masculinity was strong around him and it was intoxicating to her. Her body quivered with delight, and she felt her teeth grow sharp as more of this animalistic desire came forth within her.

"Hey! What're you doing?!" He stammered in surprise. His eyes were wide as she looked up at him, fangs bared and hands clinging to his sides.

"Dick! I want your dick!" She growled, voice rough and demanding.

"I... I don't... I mean... What?" He was terrified and she grabbed fistfuls of the front of his robes. Her nails ripped through the thick woolen cloth and she lifted him off the ground. He yelled in surprise and grabbed her arms. "Hey! Hey, what the fuck! Stop this! Come on!"

She wouldn't be swayed. She pushed his door open and carried him inside, barely having the sense to shut the door behind them. She hurled him to the carpeted floor of the living room and fell upon him like a mad beast. Her fingers dug into his arms and she pressed her lips to his. Her body sang with joy at the feeling of his skin against hers and she rubbed herself against him. Without a care, she dug her nails into her own shirt and ripped the front off it open to press her breasts to his chest. She ran a tongue, much longer than a normal human's, up around his chin and slid it into his mouth. He was paralyzed with fear and just laid there, eyes wide as he was completely dominated.

Then she felt it. Pressing between her legs, hard and pleasing, and it made immediately garnered her full attention. She yanked his pants down to his knees and feasted her eyes upon his cock. Its size and shape didn't matter, all that did was that it was hard and ready. She tore her shorts open and thrust herself upon it.

"YES~!" Her voice cried out loudly as pleasure burst in great waves through her.

"Oh fuck. Oh god that's wet!" Tom moaned, his dick completely engulfed by her nethers. She slapped her ass hard against his lap and met his lips for another kiss. If he wasn't so put off by the claws, fangs, and red eyes, he might've really been enjoying it. Hell, maybe he was turned on even more in a fearful sort of way. He found it hard to think or contemplate with her tongue down his throat and her pussy squeezing his cock harder than any fist. He couldn't resist her at all.

They kissed and she gyrated on top of him, the first orgasm surging through her. It didn't help the clawing hunger inside her. She needed him to cum! She didn't know why, but she needed his orgasm now! She kissed him even more passionately. Her hands, now minus the long claws, clutched at his shoulders while they kissed. Her teeth had returned to normal, but her pussy wasn't letting go of him for anything.

Her deepest parts clenched and pulled, dragging hot and wet along his tool. He found her hips and held on as she continued to ride. Her juices ran down his length and wetted the carpet, and his robe. Before long, he had reached his peak and tried to get her to stop kissing for a moment to warn her. He pushed on her hips, tried to turn his face from her, but she wasn't having any of it. She held tight to his neck and raised her hips again, driving him deep inside her. He moaned against her tongue and heat erupted into her womb. Her back arched an an orgasm like she had never known before burst through her.

Like an avalanche, the seed pouring into her set off a cascade of pleasure that drove her powers wild. Her eyes swam through colors you couldn't imagine and trails of color played across her skin. Her hair raided rainbows and she howled happily, "So gooood!!"

"What the fuck?" Tom exclaimed, his eyes wide at the technicolor woman having a fit upon his cock. His own orgasm petered out and he was left sweaty and relaxed, laying beneath her.

It took a bit longer for hers to end. When it finally did, she just fell over backwards. His dick slipped free and she moaned lightly, eyes staring at nothing particular. Her limbs were all splayed about while she just breathed. That was the only thing she could do in the wake of what just happened, and there was a thought in the back of her mind telling her that she was lucky she could still do that much.

"What the actual fuck just happened..." Tom groaned, rubbing his face, "I feel like I just got hit by the Tasmanian Devil in heat."

"Guhhh..." Caroline drooled a bit on herself. He groaned again as he got up on his knees. She was still barely moving and her skin had settled into a light blue color while her eyes were a slew of pink and orange. Her hair was a curtain of lime green.

"Hey... Hey, Caroline. What are you?" He asked, smacking her cheek gently.

"Huh...?" She slurred a bit, trying to focus her eyes on him.

"I said, what the fuck are you? What the hell was all that?" He said, running a hand through his curly brown hair, "One second I'm getting my newspaper, five minutes later I'm laying in a heap on my floor thinking I got nailed by something that might just be titled 'A Mexican Whoricane'."

"I... I don't... What..." She lifted her head a bit and looked around. The last coherent thought was staring at the mirror thinking that she needed some dick. Now she was here, feeling much better, a pussy full of cum and a rather bedraggled looking neighbor.

"Oh good lord. Are you on some kind of acid? Am I tripping too? Is that why you're blue?" Tom asked, pulling his pants back up.

"Blue? I..." Caroline looked down at herself and groaned, "Oh for fucks sake. I don't even know." She willed her skin to change and it shifted back to tan rather quickly. Her hair followed suit, shifting back to a plain blonde and she sighed, "Dude, I don't even know. I couldn't tell you."

"Well, let's just forget this happened. Please, don't get up before noon again." He said, walking over and opening the door for her. Caroline nodded and stumbled to her feet. She didn't even bother covering herself as she went back to her own still-open apartment door and closed it behind her.

"What the fuck." She said to herself, pressing her back to it. She could still feel his sticky, warm... delicious... delectable... so very fantastic cum seeping from her pussy. She shook her head, why had she been thinking those words? Was cum that good? It... she ran a finger up her nethers and felt its gooeyness rub about. It brought a fresh tingle of pleasure but it wasn't the same. It wasn't the cum specifically. Something about his orgasm locked within her had sated her every need. He had filled the bestial desire and slaked her thirst all with his one confused orgasm.

She grumbled to herself and headed for the shower.

*******

Caroline got out of the shower and looked herself over. Her hair was still huge and flecks of red still colored her irises. She focused on her hair and imagined a rather wild looking blue Mohawk. Much to her surprise, her hair shifted with almost blinding speed, sucking into her skull and bursting out along the center. It blazed into bright colors and stood straight up.

"Whoa!" She exclaimed at how fast it happened. Usually it took five or ten minutes to change that much of her hair. But then again, when she was ten it would take her a day's worth of effort to change her hair color entirely. Her powers had grown quite a bit alongside her puberty. Now her powers had grown again, making her hair and colors much easier to change.

As she thought more about this morning, she realized it wasn't like this was the first time she had such uncontrollable desires. But up until now she had been satiated by simple masturbation. Today was the first time the need had been so feral and uncontrollable. It had hit her suddenly and impacted like a ton of bricks.

Her mind was still churning with ideas and confusion as she looked at herself in the mirror. The question that resided in the deepest parts of her soul was coming back to the surface again, 'What am I? Where did I come from?', and she just sat there deep in thought.

The core of this problem was family. She had never known her mother and her father barely spoke of her before he left. Three years ago, her father had abandoned her to her own fate when she was in high school. Apparently becoming a legal adult was his free ticket to leave. Her father had never known she was a shapeshifter, at the time they had still lived together, Caroline could only change the color of her hair or eyes or a bit of her skin. She was the only one in school to never get a pimple.

When he left, she continued living in the same small apartment, but she moved her bed into the bedroom from the living room. Only a few weeks later, around the time rent was due, she found a lock box sitting on the back patio. Her apartment was on the third floor in the center. Not an easy spot to get to, so she couldn't imagine where the box had come from. A key taped to the side with the note, 'Be smart' was all she knew about it. Stacked neatly inside it was a quarter million dollars of hundred dollar bills. Now, three years of spending, she had just over two-hundred thousand left and she had been rather sensible about how she spent it.

Her eyes fell to her hands and she remembered this morning clearer. They had become claws. Her teeth had become fangs. She had, somehow, changed more than just her hair and eye color. She had never changed anything so overt before, but after having such wild and uncontrolled sex with her neighbor, she felt like her entire body was alight with energy.

The sex. That was a whole other thought too. She had never had sex before. She had plunged her own depths with toys, but she had actually ridden a dick. He had cum inside of her and filled her with warm seed. What had she been thinking? But something about the act had flooded her with new strength in her shapeshifting abilities.

She looked at her fingers and tried to stretch her nails into the same claws they had been. In mere moments, her nails had darkened and curled into more vicious claws. She continued with it, changing more up her hand and arm until she had what could only be described as a black-skinned demon arm from the elbow down. It was so interesting to see herself changing like this. So much more wild than just growing her hair out or shifting her eye color. Another thought and her arm was flushed pink and shifted back to normal after a few seconds.

"How far can I take this?" She mused, looking down at herself. She brought her hands to her small breasts and ran them down her thin hips. She caressed her nipples and her breasts started to inflate. Immediately she gave a loud moan and her pussy wettened. Amazing ecstasy was coursing through her chest as her nipples stretched and nerves bristled with electricity. They rounded into full DD cups and she gave a throaty moan. She curved her fingers around them and gave them a gentle squeeze.

"Ohh! They're... they're really mine." She cooed, marveling at the size of breasts she now had. She couldn't help but rub her big nipples, areola big enough to fill her hands. She moaned and squeezed, pressing her fingers into the plush boob-flesh. Her hands then went down to her hips and rubbed her small butt. She let it grow, hips widening and butt blowing up until she had the shape of a pornstar. She turned and felt her butt jiggle with the motion. It made her giggle and she gave it a slap. Waves jiggled over the skin and she smiled widely. This was the kind of shapeshifting she had always hoped to be able to do. She was molding her body in every way she could imagine and it was fantastic.

Her hands worked their way around her breasts and she kneaded them slowly. She made them continue growing. They went well beyond reasonable in size, "More!" A moan bubbled up in her throat as they passed the size of her own head, "More!" Her breasts settled on the bathroom sink and continued to inflate. Soon they were monstrous perky orbs that she could barely circle her arms around.

"This is wild." She said again, her breath coming quick as her heart pounded. Fantastic pleasure and wild desire filled her. She pinched her plum sized nipples, tugging and jiggling them about. A fresh sensation coursed through her breasts and white liquid spurted all over the mirror. Her nipples hardened and more milk spewed from them, running into the sink and frothing about. "I'm lactating! I'm really spurting milk!" She jerked on her nipples like short, stubby dicks. Her back strained and she lifted the gigantic breasts up off the sink and she aimed her missile-like nipples at the drain. Milk shot in a thick, heady spray, filling the sink faster than it could drain. She continued at this, drawing the sweet milk up to her mouth with alternate hands. It tasted great and it had a warm, frothy feeling as it slid down her throat. Her pussy was positively soaking her thighs and she gave another strong tug.

"Yesss~!" She cried out loudly, knees going weak and back collapsing under its hefty load. She tumbled to the ground and fell back against the edge of the tub, pussy shuddering in orgasmic release. She shook and moaned, squished under the weight of her titanic bosoms. She felt her entire body shake wildly and her heart beat frantically to keep up with her panting breath.

The orgasm faded out, leaving her sweaty and wonderfully fulfilled on the floor of the bathroom. She couldn't keep herself upright and she slumped sideways on the floor, breasts jiggling about wildly. She laid there for a few minutes before getting herself together well enough to form a coherent thought. She slowly transformed her breasts back to her own B cups and her hips slid back into the shape she was used to. It was sobering to feel all that weight lighten off her body.

Her feet managed to get beneath her and she stood upright, clinging tightly to the bathroom counter. All the transforming was putting her body through it's paces. Her stomach growled loudly and hunger scythed painfully through her. She groaned loudly and went for the kitchen. Apparently transforming drew on her metabolism rather voraciously, and now she was very, very hungry. It took her barely a minute to whip together a sandwich and she scarfed it down in half that time.

"Whew! This is getting crazy." Caroline huffed, slumping on the couch. A glance at the clock showed her that a lot more time had passed than she thought. She had quite lost herself in milking her own tits, it was already one in the afternoon. She had work in just over an hour.

*******

CHAPTER 2 - TIME TO FEED

Work that evening was fairly mundane. She had a job at a little gas station a few blocks from her apartment. It wasn't bad, it was a nice place and she liked her coworker, Katelyn Winchester. She was a shy little thing with a quiet voice and a very Irish look to her. They were good friends, having known each other from high school.

This morning, Caroline had toyed with the idea of coming to work with a larger bust, but thought better of it. The last thing she needed was someone accusing her of stuffing her bra and thinking her breasts were fake. She wouldn't be able to resist telling them off.

However, that didn't stop her from eyeing her coworker rather lustily whenever she wasn't looking. Kate had curly red hair, glasses and a load of freckles. She was part of that same group of outcasts that never really got sex or love out of high school. They just kinda clung together and weathered the storm. Though now Kate had filled out quite nicely. She hadn't grown taller but she did develop quite ample hips and rear. She was a head shorter than Caroline.

"Hey Caroline, is anything the matter?" Kate asked her near the end of their shift. Soon the graveyard shift would roll in and they could go home. Not that it mattered, nobody ever came in at this time of night. The few that did come by paid at the pump and left quickly.

"Just a little preoccupied." Caroline sighed, trying to ignore the growing desire in her nethers. It had been more than twelve hours since she had ridden Tom. The fact that she thought of that at all disturbed her enough, but she still couldn't state at Kate's round butt without licking her lips.

"Really? What about? What's going on?" Kate asked, putting down her book. Caroline couldn't control herself any longer. She turned to her and wrapped an arm around her waist, pulling her close. She dug her fingers into her soft ass and met her eyes with a lustful stare, "You! It's you! I can't stop thinking about how sexy you are!" And she mashed their lips together in a deep kiss before Kate could say anything.

Kate didn't speak once the kiss had stopped. She just kind of stared open mouthed at Caroline. Then she seemed to notice Caroline's hand still cupping her bottom, "R... Really? Nobody has... I mean, I've never had anyone tell me that before..."

"Well its true! Your ass is amazing and I want so badly to eat your pussy!" Caroline exclaimed, completely without control. She had never really went that hard after Kate, but the need was insatiable. She had to taste someone else's orgasm soon or she was going to lose it again.

"My... My puss... You..." Kate was utterly flabbergasted, her face as red as her hair.

"Oh forget it!" Caroline's eyes flared red and she grabbed Kate's hips. They met in another passionate kiss as she pressed herself against the shorter woman. Her hands worked Kate's pants undone and she shoved them down. Right there behind the counter in the gas station, Caroline went on her knees in front of Kate and buried her face in Kate's blue cotton panties. She breathed deep her scent and dug her tongue into the cloth, rubbing eagerly against her pussy.

"Caroline! Caroline, what're we doing? What if someone comes in!" Kate exclaimed frantically as pleasure began to invade her mind. She couldn't stop Caroline, something about those eyes had her so very turned on. She wanted it. She wanted Caroline to take her and make her cum right here, right now. She shoved her panties down and pushed her fuzzy red pussy against her mouth.