The Sea Change

by msboy8

Caution: This Fantasy Sex Story contains strong sexual content, including Ma/Fa, Reluctant, Magic, Fiction, Horror, Humor, Paranormal, Furry, non-anthro, BDSM, DomSub, FemaleDom, Rough, Humiliation, Sadistic, Oral Sex, Size, Transformation, .

Desc: Fantasy Sex Story: A man and two women are transformed by a sexual hell. A bit dark, but funny too. Set in my home town, not the hell part, hehe. Think of what teenage boys dream about and you can imagine how they are transformed.

Thanks to FrenziedMaiden for her help and friendship
The Sea Change is based on a series of dreams I had when I was a teen-ager. Enjoy.

Chapter One - a beginning, close to an end

The doctor tried to mask his feelings with an objective look, but failed. The patient, alone in his private room, looked up from the bed as the doctor entered. The man in the bed was very well built and attractive with grey streaked black hair, but didn't look a day over 40. "I'm sorry Mr. Babcock, our tests do not reveal anything wrong with you," the doctor explained.

"But, I am still dying," the man in the bed said.

"Yes, but..."

Babcock interrupted, "You don't know what is wrong, right?"

"That is correct," the doctor replied with a puzzled look.

"Perhaps you should keep looking." Babcock directed the doctor out of the room, "I'm sure my nurse can see to my needs." He looked kindly at the pretty young nurse as his doctor left. The nurse returned his look with a smile.

She was in her late 20s, of Asian ancestry; however, Mr. Babcock could not tell which country was responsible for her Far Eastern beauty. Her black hair hung over her face partially disguising her pretty face. Her voluptuous body was home to a pair of large breasts, the first attribute that caught Babcock's attention. The rest of her body was flushed out in a sexy, filling way that was not readily apparent at first, but Babcock had seen a picture of her in the nude; proof that money could buy anything.

The nurse noticed a strange twitching under the sheet in the area of Mr.Babcock's lap. Thinking something might be wrong, she got to her feet and pulled back the sheet with an apologetic glance to her patient, "Excuse me Mr. Babcock;" she started to say then lost her urge to speak. She stood there stunned as she looked first at Mr. Babcock's erect 19-inch penis, then at his knowing face.

"Sit down Miss Chang, I know why I'm dying and so will you, once you hear my story."

Chapter Two - an awakening

Bruce Babcock woke up with two less than desirable feelings. One was a hangover, the other an erection. The second was not desirable at this time because he was alone and needed the erection to go away before he could piss. And he really needed to piss!

Once he had relieved himself, he looked in the mirror. He saw a 20 something-young man with a raggedy mane of black hair on his average, unwashed head. His posture was bad, even considering the drunk he had tied on last night. He worked on the hangover. A glass of Alka-Seltzer was the first step, he promptly threw-up then felt better. A handful of aspirin would take care of his headache.

Bruce lay on his bed waiting for the headache to reach a manageable level. His thoughts wandered to last night. He remembered being at a party. Bruce had latched onto a cute looking Southern Belle and tried to get her drunk, so he could 'escort' her home. He groaned as he remembered her tolerance for alcohol. At the end of the party, she had offered to make sure HE got home safe. Bruce was too wasted to even argue and she ended up driving him home and helping him up the stairs to his apartment. He collapsed onto his bed and she hurriedly left. "Another perfect evening Bruce," he said to himself as he looked out the window to the street below.

He looked out on the same tired old street. At the same tired old storefronts. The Flower shop, the bakery, the photocopy store, the Occult shoppe, the shoe repair... What, the Occult Shoppe? That was new and it sounded interesting. His headache was no longer roaring in his ears, so he got dressed and started down to the street.

Chapter Three - a new twist

Bruce Babcock neatly dodged a panel truck as he jaywalked across Elm Street. He crossed opposite the shoe repair and sauntered down the sidewalk to the Occult Shoppe. The door was no indication of anything out of the ordinary, so he opened the door slowly and entered. He saw what he had expected, almost. The wooden shelves were full of artifacts, strange shapes, candles and even a few Oujia boards. What he did not expect was the attractive brunette perched on a short ladder facing away from him. She was behind a new looking glass counter and appeared to be dusting. She wore a red halter-top and designer jeans. Her ass wasn't perfect and she was a litter chunkier than he liked, but he could live with that. He walked closer and said, "Hello."

The brunette climbed down the ladder and turned around. She had black lipstick and fingernails, but her face looked strangely familiar. A look of recognition ran over her face and she said, "Bruce, I haven't seen you in ages." Bruce was still at a loss as to who she was, so he just smiled. "It's Brenda, remember. I was in your High School; we graduated the same year. I went on to college." Bruce faintly remembered a dumpy, sad girl who didn't quite fit in. She was certainly different now.

"What happened to you?" Bruce asked.

"Well, you know I went to college," answered Brenda, "it changed me."

"Well, that's the first time I've seen such a major change in a person by just going to a few years of college," Bruce went on, not accepting her simple explanation.

Brenda smiled a wicked sort of smile and said, "Well getting locked in a Fraternity house and made a sex-slave for the weekend, might have had something to do with it." She laughed at Bruce's look of disbelief. "Now don't be shocked, it was the best thing that ever happened to me, I used to be such a prude," Brenda justified her admission to him. "And so, you see the real me," Brenda said as she pirouetted in front of him.

"OK, we'll have to talk more about this later, but where did this shop come from and why are you here?"

Brenda replied, "Well, an old man opened this store and advertised for summer help at the college. As you may know, I'm an archeology student, so I fit right in. He was apparently an explorer and collected many strange things. He has retired here and opened this shop. No mystery, Bruce."

Somewhere within the store, a clock chimed 4 times. Brenda looked at her watch and swore under her breath. She quickly folded up the ladder, grabbed the duster and disappeared through a bead curtain into the back of the store. Bruce waited, thinking about the quick explanation Brenda had given. Brenda reappeared a moment later and explained, "My boss is due to take over the store at 4:00, I don't want him to think that I'm a slacker."

The front door opened and a wizened, old man walked into the store. Actually, his step was so light, that you could say he floated into the store, noticed Bruce. "Bruce this is Mr. Ingersole, my boss, Mr. Ingersole this is my friend, Bruce," Brenda said introducing the two.

"Are you ready to go Brenda?" her boss asked.

"It's all yours," she replied. Mr. Ingersole then shooed them out of the shop saying, "It's too nice of a Saturday afternoon to be here. You two go enjoy yourselves."

On the sidewalk outside the store, Brenda abruptly asked Bruce, "Wanna go to my apartment, my roomie doesn't get home for a few hours. We can get naked and have some fun." Bruce's mouth dropped open for a second. Brenda had changed, and Bruce liked it.

Chapter Four - a trip

Brenda led Bruce down several streets to an old brick apartment building. "These are not the best apartments, but the price is right and I'm only here for the summer," Brenda explained as they climbed on an old wooden porch that led to her back door. Once inside Bruce could see that it was old, but was kept rather tidy. Brenda stopped in the hallway and looked sideways at Bruce. "I know you were always a little wild in High School, but how is your appetite for sex?" she asked. "Are you a meat and potatoes man, or do your tastes run to the exotic?"

Bruce was actually not that experienced in exotic type sex, but he answered, "Oh, I like all types of sex, regular and exotic." He did not want Brenda to think he was an uneducated small town boy.

"Good," she said, her face perking up at the thought. "I'm into B&D lately, I think it's a phase," Brenda reasoned as they entered her bedroom. Bruce could immediately see what she meant by that, all four posts on her bed were festooned with soft, leather restraints and her footboard had been removed for easy access. "Ok Bruce, I want you to secure me to the bed face down and take me from behind. Are you up to that?" she teased with a coy smile.

"Climb on babe, I'm your man," asserted Bruce.

"First, some mood music. I like screwing to AC/DC. Linda, my roommate prefers Pink Floyd, go figure," she pondered. The hard rock beat of AC/DC began to pump through the apartment. Bruce just wanted to start fucking, so he tossed her onto the bed.

He had just fastened her right foot to the bed when she started to roll over and said, "Ow, I wondered where that went." She pulled a long, grey dick shape from under the covers. Bruce just stared unbelieving at it, his mind racing.

"You don't..." he started.

Brenda threw him a dirty look, "No, it's an artifact, not a toy. Here," she said as she tossed it to him. Bruce awkwardly caught the relic as Brenda tied her left hand to the bed. "You'll have to get the other two Bruce, I'm not a contortionist, you know," she kidded him. Bruce wouldn't have been surprised to find out that Brenda WAS a contortionist. Bruce finished tying her to the bed, then looked at the relic again.

There were some words carved on it. The stereo was belting out "Highway to Hell" as he read the words aloud. There was a flash of light and everything went black.

Chapter Five - not in Kansas anymore

Bruce found himself on his knees. Boy, this floor is suddenly warm, he thought. Also very dirty, huh, what the Hell is going on? "Exactly," purred a harsh feminine voice," Hell is always going on." Bruce stood up and looked around, all he could see was endless plains of brownish-red sand, occasionally dotted by clusters of dark gray rocks. Nothing interrupted his view of the desolate plain; no one interrupted his view either.

"Hey," Bruce shouted, "where are you, who are you?" The rocks were not tall enough to hide anyone; maybe he had imagined that voice. Maybe he was hallucinating, but from what? Bruce still had the large grey cock relic in his hands, so at least there was something that was somewhat familiar to him.

"I am right here;" the voice assured him, "and you may call me Mistress Anne." The voice came from just behind Bruce. He spun around and saw an impossibly sexy, naked female standing before him. She had red hair on her head and between her powerful looking legs. She was also barefoot and the hot sand did not seem to bother her feet. Bruce was stunned and his face showed it, what a strange place to find a naked woman, in fact, where was this place, his mind pondered.

"You are in my demises and this is where I belong," she replied to his unasked questions. "I am supposed to be here, you are not. I see how you got here;" she indicated the grey, stone cock in his hand. "But you still need to explain why you are trespassing here and what you want," she swung her unkempt hair around and stared into his eyes with her cat-like yellow eyes.

Bruce stammered in his defense, "Tre-trespassing, I don't know how I got here or even where here is, so I can't be trespassing."

The naked redhead circled, strutted around him and then stopped before him declaring, "You have trespassed and I shall decide the punishment, come." She strode purposely towards a large rock outcrop that was rising from the sand. Bruce followed, not understanding, but not ready to ignore her, yet.

Mistress Anne mounted a large grey stone chair and sat, draping one leg over the side of the chair, not caring that she was showing off her fire red bush and dark pink pussy lips. Bruce staggered towards the throne in disbelief. "Kneel before me and do homage, beg for my mercy, if you dare." Bruce, without even thinking about it, dropped to his knees in the hot sand. His jeans protected his legs some, but he could not stay in this position long.

"I'm sorry Ma'am," Bruce started, "I do not mean to trespass in your demises. I am obviously the victim of a prank." Bruce was not really sorry, but he needed to play along until he knew what was going on.

Chapter Six - punishment?

The flame red woman on the throne knew that Bruce wasn't really sorry, but she had already decided on his punishment and did not need him to be truthful to her, just pliant to her will. "Come closer," she ordered as she put her other leg over the side of the stone chair and spread her legs wide. Bruce kept to his knees and inched forward; sure of what was to be required of him. He licked his dry lips, punishment indeed, he thought.

Bruce lowered his face into Mistress Anne's warm lap. Her pussy smelled a little strange, a kind of animal smell and tasted a bit like burnt toast, but he didn't mind. Muff diving was still muff diving, even with a foreign bimbo, sporting a superiority complex. Mistress Anne smiled to herself at his unflattering thoughts. She purred, knowing she would have the last laugh. Bruce took her purring as a sign of satisfaction, so he drove his tongue deeper into her slit and redoubled his efforts. He wrapped his chapped lips around her hard clit, sucking, nibbling, and even biting! He wasn't bad, Mistress Anne decided, just very unskilled. Well there was lots of time for his proper training.

Bruce's tongue was tired and still she hadn't cum yet, at least he didn't think so. Her hot juices poured into his eager mouth as he tongue-fucked her wet pussy, but there was no moaning, no screaming, and no great flood of cum from her hot snatch. He just stopped eating her out, his mouth and tongue dead tired and he didn't feel like he was getting anywhere. He looked up into her staring eyes, looking for some sign of satisfaction. She smiled wickedly at him, "You have not satisfied me yet", and she said dashing his hopes of relief. "Stand and get undressed," Mistress Anne ordered him. His cock was still erect and seemed a bit larger to him. "Not very big," she said taunting him, "but you may keep my interest for awhile. Climb up and fuck me, stick that 'cock' of yours into me and try to satisfy hot cunt". Bruce did as she ordered and started to fuck her mercilessly, funny her pussy seemed hotter the deeper he went, but he did not care, it felt so good.

Bruce stuck his shaft into her as deep, hard and fast as he was able. Her somewhat bored expression never changed, even though Bruce came twice and used all of his talents and strength to service her and her insatiable snatch. He finally ran out of energy, fell off her nubile body and dropped onto the ground. The last thing he remembered was hearing her hoarse, throaty laugh as he slipped into unconsciousness.

Chapter Seven - fulfillment

Brenda waited impatiently for Bruce to begin. "Well, are you gonna fuck me or not?" she asked in frustration. A few seconds went by and then she felt the head of a cock probing at her tight, little asshole. "Hey," she yelled, "you guys are all the same. You get a woman in a compromising position and you try to take advantage of it." Brenda arched her ass up, exposing her hairy pussy. "Stick it in here you!" She was relieved when the cock moved to the entrance of her pussy. She WAS tied up and didn't have a lot of control, she reasoned. "OK big boy," she teased, after all she had seen his cock before, "stick it in!"

The head of the cock suddenly forced it's way into her pussy. Oh My God, that's thick, Brenda thought, had he been working out? She grunted in admiration, this might not be a wasted afternoon, after all. She heard an answering grunt in reply and felt a big push. Brenda gasped as her entire pussy was filled with cock, and there was more to come, the cock kept forcing it's way into her stretched out and totally full pussy. She was amazed; Bruce couldn't be that big, she decided. Before she could catch her breath, the cock started slamming into her. OOOooooooohhhhh, she was so full! The wide, long cock kept plunging into her stretched out vagina. Back & forth, in & out, the assault was constant. Brenda felt so completely fucked; she gasped as she experienced the first of many orgasms.

Brenda awoke as if from a dream. The only thing was, it wasn't a dream. Her pussy and thighs were coated with her cum from countless orgasms and that giant cock was STILL fucking her drenched pussy. The rhythm got faster and harder and she came again as the cock exploded into her weary snatch. His cum was sooo hot and thick, and kept coming and coming that she passed out again.

Chapter Eight - surprise

Bruce was waking up from a strange dream. He realized two things when his mind was awake. First he had just had sex with an abusive, unquenchable, sexy, foreign woman. Second, she couldn't be that bad cause she was licking off his spent cock. He relaxed a bit, enjoying her work. "Well, that's really neighborly of you," Mistress Anne's voice came from behind him. She couldn't be back there AND licking his cock clean too; his eyes popped open in disbelief.

He quickly sat up and was horrified. A small creature looking like a dick and a snail put together was licking the cum from his cock. He scuttled backwards on all fours, one of his flailing feet kicking the creature and knocking it down and away from him. Bruce bumped into the stone chair, halting his flight, when the creature started to shake. Smoke poured from the creature, and obscured it from view. After a few minutes, a slightly larger, furry mound darted from the smoke and moved out of the area and out of sight.

"What the Hell was that," Bruce yelled, "and what happened to it."

Mistress Anne walked around his shaking body, shook her head and started to explain in her own way. "First, yes; second, it was a creeper/feeder; third, it turned into a scamper; satisfied?"

Bruce shook his head as he tried to understand what she had said. "No, actually, I do not, could you say it again slower and in more detail?" She sighed like an adult having to explain the obvious to a child.

"Well," she began, "You were correct, this is Hell. The thing that was feeding off your waste was a creeper/feeder, about the lowest form here in Hell. It was feeding off your waste, because you were 'with' me and it wanted to change into a higher form, which it did into a scamper. The scamper is a little bigger, a lot faster and has the same job as the creeper/feeder. Stay alive and try to change into a higher form. Any more questions?" she asked impatiently.

"Yes, but not about that," Bruce replied.

Resigned, she shook her head saying, "I suppose I should give you a tour, though it will do you no good."

Chapter Nine - The Tour

Mistress Anne took Bruce's hand and led him from the rock out cropping, which sank into the sands as they left it. "Hold on tight Bruce," she cautioned. She raised her arms upwards and muttered a few incomprehensible words. The sandy plain rushed under their feet as if it was moving very fast and they were suspended above it. Bruce thought he saw a figure on the plain, which slowed down as they approached. The figure was like something out of Dante's Inferno. It was only about four feet tall, and had a cone shaped body on two short thick legs. The face was out of proportion, dominated by a large, lipless open mouth. The creature was bare from the waist down, with a gaping hole at the front and the back, just below the waist. The strangest thing was the preacher's coat with a frocked collar that the creature wore.

Bruce looked quizzically at his guide. She started to explain without him asking a question. "First, shut your mouth, something may fly in and you wouldn't like that, not at all." Bruce's open mouth shut with an audible snap. "That creature is affectionately known as a taker. While on earth he stole from the people who turned to him for leadership and trust. He took what was not his and so he takes here too. He is a 'partner' for all those here needing to release some 'waste'. He stores it until he is full then travels to dump the 'waste' in a reservoir. Now, he can't move too fast and needs to empty himself before, he is overfilled." She gave him an evil look; "The results can be messy. Seen enough?" she asked. Bruce quietly shook his head and they continued on.

As the ground moved under them, a body of liquid appeared. The ground slowed as they approached. The catwalk that crossed over the reservoir was covered with takers. Bruce watched as a fat taker slowly walked onto the catwalk. It then opened its short legs wide and a river of cum poured out and down into the reservoir. The taker shrunk in girth until the flow stopped. It then continued over the catwalk and onto the sand. "Any questions," she asked Bruce.

"Yes, Mistress Anne, what if one falls into the reservoir?"

Mistress Anne lifted up her shoulders momentarily making her naked boobs jump, "Well, if something, anything, falls into that pool of 'waste', it becomes 'waste'. How can something that joins a large gathering of 'waste' not become 'waste' itself?" She looked Bruce straight in his eyes; "This is perhaps the most important lesson you shall ever learn." Bruce wished Mistress Anne would stop talking in riddles, this place, Hell, was confusing enough. Mistress Anne raised her arms once again and the ground moved under them.

A rocky hill soon became visible as the sandy plain moved under them. Mistress Anne lowered her arms and the ground slowed to a stop. She took his hand and led him around the rocky hill. Bruce has amazed to see a tidy rock garden. The contained a selection of life-sized shiny, brass statues. All the statues were different, each one in the pose a person would take as the receiver of a sexual act. The operative 'hole' was actually flesh that was formed into the shape that went with the sexual act. An asshole for the bent over man/woman, the mouth for a man/woman prepared for oral sex, a cunt for regular sex. There were also some male statues with large brass dicks, the urethra a fleshy bit at the end. In each case, a thin, brass cage secured the flesh.

Bruce walked up to a statue and noticed something odd. A large, coin slot was cut in the statue, just behind the head. At the center of the garden Bruce saw two dark forms. He turned to look at Mistress Anne, a question on his lips. "I'm at a loss Ma'am, would you please explain." Bruce also noticed that he was getting horny, he would want to have sex soon. He thought that his balls might burst if he didn't fuck Mistress Anne soon.

Mistress Anne smiled at his thought. "Yes Bruce," she said, "inside each of the statues is a whore. He or she will perform their specialty if a gold coin is inserted into the slot on their back; the cage will pull back. The two dark forms are pimps; they must remain there always and give the coins to any that want them. They work for the whores here, instead of them working for the pimps." She turned to face Bruce and again asked, "Seen enough?"

Bruce was getting hornier and hornier, so he replied, "Yes Mistress." She led him out into the sand, where the rock outcropping once again started to rise from the sand.

Chapter 10 - Larger than life

Brenda slowly came to consciousness. She was stilled tied to the bed, now her lap was in a very wet spot and her pussy felt like it was still full of cum. She heard noises from the other room. Her partner obviously wasn't Bruce, so who was he? And how did he get in here? she pondered. The sound level in the other room increased sharply, and the sound of breaking glass was also heard. "Hey, what are you doing in there?" she yelled.

A shadow, then a figure appeared in the doorway, then entered the room. Brenda's breath caught in her throat as the figure stood before her. He was tall, about seven feet; he was very muscular; his cock stood erect at about one and a half feet long and very thick. The thing that stunned her most was not his large cock, which she has already enjoyed, it was the fact that his entire body was stone grey and he looked like a Gargoyle!

Brenda's mind could not comprehend what stood before her. He started to move and she uttered a short scream; however, his movement was away from her and towards the dresser. He started pulling out the drawers one by one and dumping them on the floor. Brenda yelled at the monster, "Stop pulling out the drawers, what are you good for anyway?" That stopped the grey monster, he thought for a moment, then moved towards the foot of the bed.

Brenda knew immediately what his intentions were, but she was powerless to stop him (and wasn't sure she wanted too). He stood behind her and his long, thick erect cock entered her wet pussy. It seemed to go in easier and certainly deeper. She moaned, determined to enjoy what was thrust upon her (and in her). The monster, she would call him 'Rock', quickly thrust into her with his steady, hard driving pace. His cock felt so good in her, she was ready to ride Rock's hard shaft until the end.

Chapter Eleven - a second attempt

Once they had entered the 'Throne' chamber and Mistress Anne was seated on her stone chair, Bruce threw himself at her feet and gazed upon her devilishly, sexy body. He wanted her; he needed her, so much. Mistress Anne saw his 'need' plainly. His cock was now about a foot long and thicker. Perhaps he could satisfy her now, she thought. He might not be more skilled, but his cock was better now, bigger and better!

Mistress Anne motioned for Bruce to come up and satisfy her. He stopped when his head was even with her thighs, but she said, "Higher, I want to feel your cock in me." He climbed higher, entering her hot, pussy easily. She purred her approval. Bruce responded by slamming his cock deeper into her. His 'new' cock fit better and went deeper into her hot, wet pussy. He could tell by the look on her face that he was making an impression. He kissed her full lips in pleasure. She kissed him back passionately, then bit his lower lip, hard. He licked his lower lip and tasted blood. Mistress Anne watched him lick the blood from his lip, and laughed. "Pleasure and pain, that's what it is all about, don't forget," she explained.

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