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KA-POW

The two-tailed fox blinked slowly. Black soot covered the upper half of his body. His eyes were the only thing one could see, at least until he shook off the soot in a very cartoonish fashion. "Okay, what happened?"

The blue hedgehog that stood in front of the two-tailed fox with his arms spread and a smile on his face shrugged. "Beats me. Was that what the device was supposed to do, Tails?"

"No, Sonic!" The two-tailed anthro fox snapped. "It was supposed to shrink you so you could... so you could..." He paused and glanced down at himself. He felt a warmth in the center of his chest, one that quickly grew outwards and surrounded his body. "This... isn't good."

Tails spread his arms and glanced down at himself. His heart pounded heavily and his breathing quickened. With wide eyes, he stared down at his body. His feet trembled in his shoes, much like the rest of his body. His shoes burst open and revealed his furry toes, though the tips of the toes had pink nails rather than the white he once knew. "No, no, no. This was supposed to be a shrink ray. Someone must have sabotaged it!"

Tails glanced at Sonic, and then back down at himself. His thin legs plumped up the higher his legs went up to his thighs. His shaft slowly pulsed to life, but despite it growing erect, he could see it was noticeably smaller than before. His breathing quickened with his racing heart. With every throb of his shaft, it was as if his cock shrank just a little bit more. He wrapped his hand around his shaft, as if to try to hold onto it while feeling the changing length, but it just made him feel more aroused. "S-Sonic, do something!" His voice cracked an octave higher.

"What am I supposed to do? What do you need me to do?" Sonic asked, unable to hide his own erection. He then paused. Something about Tails' form looked... natural? As if he, no she had always been a woman? He tried to shake those thoughts out, but they quickly came back.

Tails wished he could answer. His rear inflated in size, growing round and perky. His two tails twitched wildly as pleasure wracked his body. "I... ahn!" Unable to help himself, his cock orgasmed in his hands. His seed pulsed and pumped as his cock shrank even quicker than before. To his horror, Tails's meatstick retracted with his balls as nether lips opened, but the pleasure only intensified, now with a burning wet sensation growing between his, or rather her legs. From the waist down, he was a she, and the changes worked their way up to shrinking her waist, but greatly expanding her hips.

Tails inched back and fell onto one of her workbenches. She let out a yelp that sent her straight back up. Her ass wasn't just bigger, yet far more pleasurable. Her mind raced as she tried to think of a way to reverse the transformation happening, yet the only thing that came to that brain was sex. Her eyes glanced at Sonic's shaft, and she couldn't stop picturing the two of them mating. Her new vaginal lips grew wet with desire. "I... we have... cock." She mumbled. Her chest began to push out as her tits started to form.

Tails breathed heavily while her tits formed. Her hands inched upwards and felt the ballooning sensation in her growing tits. Her pink nipples exposed themselves from her white fur, and she couldn't help but pinch each of them with two fingers. She let out a lewd moan that was a mixture of male and female. "Ahn, fuck!" Her eyes closed and she leaned forward. "Sonic, I need your help!"

Sonic's eyes were just as big as Tails's were, though his cock pulsed with a clear desire of what he wanted to do to the two-tailed fox. "Yeah, what is it you need my lovely fox?"

'Lovely fox? He never called me that before!' Tails tried to look at Sonic, but she couldn't keep her gaze off Sonic's cock. Her head pounded with minor pain while her face scrunched up. Her Adam's apple pushed inwards, changing her voice. She had the hourglass curves of a voluptuous woman, and her brain was getting too foggy to fix it. "I need... I need..." She stammered. Visions of his cock in her cunt continued. She leaned back in the chair and gripped her tits tightly. She closed her eyes and grit her teeth as she strained to hold on to her old self. Her body was hot with need. Her heart was still pounding, not with fear, but with lust. 'I'm not a bimbo! I'm not! Oh god, his cock would be SO good. NO! Come on Tails... you're... you're a scientist! You just need to put the thing in the thing, like his cock in your cun- NO!'

Sonic leaned forward and reached a hand out, as if to try to touch Tails, though keeping his distance. "Name anything and I'll give it to you, but knowing you, I know what you want." He grinned. His worry over the fox faded while his lust grew to newfound heights.

'Anything...' Tails's left hand inched down her body. As her fingers glided across her orange and white fur, she could tell just how much more sensitive she became. She felt so sensitive that she swore a gust of wind would set her off. Her digits danced across her thighs as they reached her cunt, and she couldn't help but insert two fingers in her fresh vagina. The image of Sonic fucking her rushed to the forefront of her thoughts, and unable to help herself, she let out a lewd moan and orgasmed. Her small feminine cunt gushed a wave of clear liquid onto her hand. It was as if her mind went with it, as now she could no longer remember what she was so worried about. Yes, she had a need. Yes, she needed help from Sonic, but there was only one thing he could help her with.

"You can start by plowing my cunt with your massive cock." She spoke in a lustful tone. With the same hand that made herself orgasm, she licked her fingers with a lustful gaze towards the blue hedgehog. Sex would solve her problem, sex would solve any problem. "I can tell you want it just as bad as I, so let's fuck and bring new Mobians to this world."

With little hesitation as his own body craved it, Sonic was more than happy to oblige, pounding Tails's new cunt all night long.

While the two mobians fucked, the shrink ray, the gun-like device down at Tails's feet began to emit an aura, one that began to swell and take over the entire workshop. Sonic and Tails had already been affected by the ray gun, the ray gun that was so powerful that it was beginning to change some creatures just outside the workshop, and continuing to spread, quite possibly worldwide.

Sonic awoke the next day with a large grin on his face. Last night was nothing but perfect with the female Tails, and he didn't think anything strange of it. He did have a few strange thoughts, but he quickly dismissed them. It was time to visit a friend of his and see what he was up to today! Heck, he could tell him about Tails. He knew Shadow would be jealous of that.

The blue hedgehog gave the sleeping fox a kiss before he got out of bed, put on his shoes, and walked out the door. While he was a fan of running, today he decided to take a casual stroll. It wasn't like Shadow lived far away anyways.

As Sonic walked along the green hills, he felt his heart pound and his breathing quicken. He had barely begun walking and he was already breaking into a sweat! "Hm, something's not right." He said to himself, and then raised his hands. He tapped his chin with his pink colored fingernails, and then glanced down at his shoes. "Aha! I'm wearing the wrong shoes!" Sonic rolled his eyes with a grin and kicked his shoes off to reveal feminine blue pawed feet with pink nails, just like his hands. "Silly Sonic. Those shoes were WAY too big."

Sonic continued walking along the green hills and put his hands behind his back. His cock pulsed eagerly as he thought about Shadow. Deep down, he swore he wasn't in any kind of sexual relationship with him, but why else would he be going to see Shadow? He had fun with Tails not too long ago. He didn't discriminate about gender either. He was oblivious to his rear growing in size or his arms and legs taking on a feminine shape, just that the sensations of the wind blowing over his shifting muscles felt so good. He reached down and stroked his cock sensually as he walked, uncaring for the animals that watched him freely masturbate.

It wasn't long before Sonic felt himself shoot off a spout of seed, just pausing in his steps long enough to enjoy the orgasm. With a light and happy moan, his shaft unleashed pulse after pulse of seed. As he came, his breast pushed outwards into an A cup, and his rear plumped outwards. His cock shrank in his grasp, but he paid little attention to it at the peak of pleasure.

Sonic let out a satisfied sigh as he came onto the grass below him. Once finished, he took a moment before he just kept walking as if nothing had happened.

"I totally should have woken Tails up." Sonic told himself with a grin. "Bring the slut with me so we could have ourselves a threesome. I'm sure Shadow would love that. Hell, we can get Knuckles in on it too, have him fist my ass... fuck that sounds so good." Sonic had to pause and quiver in his footsteps. Something about calling himself a male felt strange though, as if he weren't one. A quick hand down his body confirmed his feminine curves, more curves than he remembered, but he didn't care. Man, woman, he was going to have fun with all of his friends at some point.

Sonic continued walking along, though his body appeared to be more of a mixture between a man and a woman. With every step, his body turned more feminine. He thought about going back to Tails, but he was more than halfway to Shadow. Shadow never really revealed where he lived, he just had a spot in a cave and he already saw that cave. He imagined the black and red hedgehog fucking him in his cunt, a cunt he didn't even knew he had until he pictured it, and as he imagined it, he had to stop again and moan as he orgasmed yet again after just such a short period, his small shaft pumping and pulsing his seed onto the grass below. As he came, his cock retracted completely inside of him, just the same as his testicles, turning him into a her, though a normal looking blue hedgehog female, at least for the moment. His, now her tits a B cup, and still pushing outwards.

Despite Sonic's gender change, she didn't think it was bizarre. The blue anthro form had the voluptuous curves of a woman, yet she gave her ass a squeeze with a joyous smile on her face. "Oh fuck. Where am I going to want his cock today?" She told herself in a voice higher pitched as her Adam's apple retracted inside of her, something that she also thought was normal. "If I get him in my cunt and maybe I'll get pregnant, but fuck that would be sexy."

Sonic approached the cave with a smile on her face and a sway of her hips. Now, she truly wanted to bring Tails in for a threesome with Shadow, but deep down, Sonic wanted his cock in her first, and that's just what she was going to do! The once thin hedgehog was now curvy from head to toe with a needy dripping cunt that craved cock. Her body transformed to fit a much better role as a slut, and that's exactly what she was going to be. "Hey Shadow!" Sonic called out with a whistle. "Bring that bad boy cock out and let's get to screwing. I'ts like I always say, gotta go fuck!"