A Walk In The Park II

Published: Jan 1st, 2012
Last Edit: Oct 20th, 2015


A young couple in love try to rob a woman in the park, but she's a witch, and transforms them into dogs of the opposite gender and breeds them.


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Authors note: This is a rewrite of A Walk in the Park, without the mind-control and a with very different middle section.

Update: also added more dialog and changed a few thing.

Update 2: changed the Julia/Lucy confusion at the end.


Part I – Transformation



Nobody ever used this part of the park. The trails where unlit, and it was a good place to get mugged or raped.


Not that Lucy or I minded – we where part of the problem! I was leading three dogs on leashes, and Lucy had a gun. And we where looking for a victim.


It didn't take long to find one.


We met an older woman, walking down the trail towards us, carrying a purse. Perfect. We waved as we approached, and she waved back. But when we got close, I unleashed the dogs, who immediately surrounded her, and started growling.


Lucy pulled her gun. “This is a robbery”, she said. “Hand over the purse.”


“My, how vicious”, said the old woman. She made a gesture with her hand, and bright bolts of light flew from her fingertips and into my dogs! Right before our eyes Duke, Rusty, and Shadow started shrinking! As they they shrank, their barking became softer and softer until in seconds, they had become mewling puppies!


Lucy and I stared at each other in surprise.


“What did you do to my dogs?!”, I blurted.


“Oh, they're your dogs? Well then, I'll give you a second chance to raise them right”, said the old woman. And with that, she made another gesture, and a weird tingling feeling passed through me as a bolt of energy came from her hands and hit me squarely in the stomach.


That was enough for Lucy. She fired at the old woman, and the bullet hit her squarely in the chest, but bounced off in a shower of sparks.


The old woman glared at her. “So you think your tough. Well, let's give you some balls then”, she said, and made another gesture. Another bolt of energy came from her hands and hit Lucy in the chest. She dropped her gun.


And that was enough for us. We turned and ran - my dogs, which had become little puppies, chasing after us.


On the edge of the park was an old, condemned neighborhood. We slipped through an opening in the fence and ran to the old ruined house we often used as a hideout, the three puppies chasing behind us.


Breathing heavily, we made it inside. “What the hell was that?”, I wondered out loud.


“I don't know”, Lucy said, “but I think we just tried to rob a witch.”


And that's when I noticed something strange about Lucy: her face and hands where covered with brown hairs.


And she was staring at me. “Zack, since when did you have a beard?”


“What?” I touched my face. It was also covered with fine hairs, like fur. And so where my hands and arms.


“Lucy, your covered with hair too....”, I managed.


We both looked kind of like Hollywood werewolves.


That was enough for me: I took my shirt off, and stared down at my chest and belly. I was covered with fine brown furs, except where I had... eight nipples?!


“What the fuck?!”, I managed weakly.


“Oh crap”, said Lucy. “I think I know what's going on.”


And then she took her shirt off: Lucy also had six extra nipples running down her belly.


“Well CLUE ME THE FUCK IN!”, I shouted.


“Touch your face”, she said. “I think we're turning into dogs...”, she said weakly.


And that's when I noticed her face was slowly protruding into a muzzle, and her nose was turning black. And her ears where getting pointed.


I touched my own face: I was growing a muzzle too.


“It was that witch!”, exclaimed Lucy. “She cursed us! Oh God, we're turning into dogs!”


I couldn't believe it. But it was happening.


That's when I noticed we where shrinking. Our pants no longer fit right.


And then my pants fell down. “Lucy, we're shrinking!”


“I can tell”, she replied, trying to hold her pants up with hands that where turning into paws. Finally, she let go, and stepped out of her shoes and pants. That's when I noticed she was growing a tail over her underwear.


The puppies came up to her discarded clothes and sniffed at them.


I stepped out of my own shoes, and we took our socks off. “Zack, your growing a tail”, she told me.


Sure enough, a tail was pressing against my underwear. I took down my underwear. So did Lucy.


And that's when I noticed how small my penis had become – like a micro-penis. I grabbed it with my paw-like hands. It was shrinking!


Then Lucy's bra fell off. Her tits had shrunk almost entirely away. I watched it fall to the floor, and as I did so I noticed something else: Lucy's clitoris was growing, becoming almost penis like.


She stared down at her body and shrieked, but her voice cracked like a male teenagers.


I stared at my own groin, my penis almost gone. Then I felt my balls pulling up into me and my ball-sack split into a pair of pussy lips, as a labia formed around the remains of my penis, and my micro-penis became a clitoris.


“Oh my God!”, I managed, my voice cracking like a teenagers. “I'm turning into a girl!”


“And I'm turning into a guy!”, Lucy managed in a deep whisper.


Then I felt a hole open between the lips of my new pussy, and it started to stretch up into me as my balls pulled deeper into my underbelly: I was growing a vagina! And it kept growing up into me until it blossomed into a womb at its top, and my balls became ovaries!


I stared at Lucy: a dog man with a penis and balls, watching as her tail grew and hips and legs changed shape. My own hips and legs where changing shape!


The three puppies played in our discarded clothes.


Then I felt a strange feeling on my chest and belly: my nipples itched, and the flesh around them felt warm.


“Zack, look at your nipples!”, said Lucy in her now male voice, and I did: the flesh around my nipples was starting to bulge, and it itched and felt warm. My nipples hurt; they felt hard. And as I watched, I slowly began to grow teats!


“Oh fucking Christ!”, I managed, in a high soprano girls voice. I grabbed at my upper teats, and they rapidly grew to fill my newly paw-like hands. All eight started to ache as well as itch, and they felt warm.


Then our legs started to turn digitigrade, and we had trouble standing. Lucy had trouble standing the most, and fell to all fours. I was too fascinated by my growing teats, which had become the size of apples, to do anything but stare. Then, as my itching, aching teats where swelling with milk, I fell forward onto all fours.


And in a few moments more, we where both completely dogs. Lucy was a big brown male dog, and I was a slightly smaller brown female dog, with eight bulbous milk-swollen teats dangling heavily from my chest and belly. And I could smell her, or rather him: kind of like like a guys locker room, mixed with the unmistakable smell of dog.



Part II – Body Exploration



I shivered. The whole room smelled like male dog: mostly Lucy, but also the puppies - Rusty, Duke and Shadow – and something else: female dog?


I could also smell the timber of the house, the carpeting, mold, and mouse urine.


And the sounds: dog hearing picked up everything. My ears turned to the chirping of the birds, but I could also hear the cars on the nearby roads, and the stream that ran through the park, burbling


I couldn't stop staring at Lucy. She had become a big brown-furred male dog. He was bigger than me, trim and athletic looking, with muscular legs and thighs. I couldn't help thinking that for a dog of indeterminate breed, he was a very handsome male. Yeah, very definitely male.


And then a strange sensation flooded my underbelly, like warm tingling butterflies.


I shook myself, shaking my new teats uncomfortably. They felt swollen, and they ached. That's when the reality of my situation hit me full on: “Oh my God”, I said in my light new girls voice, “I'm a female dog!?”


“And I'm a guy dog!”, said Lucy in his deep male voice, staring at his penis.


Then our gazes met. Our scents mingled in the warm evening air.


Lucy sniffed the air, then walked up to me and touched his nose to mine, sniffing. I sniffed back. His male scent scent filled my nostrils.


Warmth flooded through my teats and settled in my lower belly, then between my rear legs with a peculiar tinging sensation. I could feel my nipples get rock hard, all eight of them. I started wagging my tail. I suddenly realized I was horny....


I shook my head. Is this what female arousal feels like? I thought in wonder. And: is it normal to feel this when you sniff a guy dog?


Well, I tried to ignore it. We where, after all, naked....


Lucy wandered in a circle around me, looking at me. “You look hot, Zack”, he said, in his deep male voice. “For a dog.”


“Very funny”, I replied. I had, after all, noticed how handsome he was for a male dog. Then I noticed the tip of his penis was protruding from it's sheath, and a shiver ran through me, settling between my hind legs.


He laid down in front of me. I tried laying down too, but it squashed my new teats painfully. So I rolled over on my side.


The puppies saw that and got up from our clothes and walked over to me. They stuck their heads in my belly, poking their cold, wet noses in my teats. I gasped at the sensation – my new teats where so sensitive. I looked down at them, and then Duke started licking around an aureole, making me shudder, and then he grabbed a nipple in his mouth. He sucked.


A warm sweet electric jolt of sensation passed through me straight to my pussy as he sucked, and suddenly warm milk flowed through my nipple from deep within my teat, and he drank. I gasped again at the sensation. Then Rusty and Shadow found nipples and began to suck, each draw giving me another sweet electric jolt. Milk flowed from my three teats. I stared at them as they sucked. God, it felt so good....


I sighed and laid my head down to rest as they nursed.


It was bliss.


Lucy was watching me.


“Are they sucking your teats?”, asked Lucy.


“Yeah”, I replied weakly.


He wagged his tail.


“Zack”, he said, looking me in the eyes, “do you still love me?”


“Of course I do!”, I blurted out. “We may be dogs now, but that doesn't change anything....”


Lucy got up. That's when I noticed he had a full-blown erection.


I exhaled a deep breath at the sight as my body tensed, and tingling warmth again filled my lower abdomen and spread between my hind legs. I could swear my new pussy grew wet.


Lucy walked around me, fully rampant.


“I've never had an erection before, and it kind of aches”, he said.


Then he stopped behind me, and he put his nose under my tail. I stared back at him as he sniffed. And then he started licking my pussy! I gasped as I felt his tongue on my new pussy lips, and whined as he caressed my folds, sending tingles straight up through my body. Then he parted the lips of my pussy with his tongue-tip, and teased my hole.


“Lucy!”, I shouted.


Warms tingling butterflies flew in my teats and abdomen, and between my hind legs. Then his tongue found my clitoris, and bright bolts of pleasure flew up from between my legs to my brain. I yelped. Then I was panting in pleasure as he started licking in earnest.


Meanwhile, the pups where sucking my milk from my teats. It was the most erotic thing that had ever happened to me.


I felt contractions in my new vagina. It felt empty. And I could actually feel the open space of my womb.


I wondered what it would feel like to have his penis in me, to be fucked as a female dog. And then I realized that I wanted his penis in me.


“Lucy...”, I moaned, looking back at him. I suddenly realized that I needed him to fuck me.


He looked me in the eyes: “Zack, do you mind if we do something about this”, he said, then looked down at his erection. “Right now.”


I didn't know who wanted it more right now, me or him. The shock of being turned into a female dog was wearing off, and I wondered what sex would feel like as a girl. I ached to be penetrated, and curiosity overwhelmed me.


“Lucy, let's try it”, I said.


So I got up from the puppies, and turned my back to him, raising my tail.


I looked over my shoulder at him, and he hoped up on my back, wrapping his forelegs around my middle, his front paws between my second and third pair of teats. Then I felt the tip of Lucy's penis spread the lips of my pussy, and he pushed.


And he slid the length of his penis into me, parting my wet flesh electrically and filling my new vagina with his hard, long, warm and heavy penis, until his balls where pressed against my cunt....


My eyes opened wide and I yelped like a dog! Lucy licked me on the back of my neck. “Ahh...”, he said. “That's more like it!”


I stood there in shock, impaled on his erection. I could feel the tip of his penis deep in my belly, his balls against my cunt. His penis felt huge inside me, filling my... my new vagina. “Oh my God!”, I cried out, “It feels so weird!”


Then he started thrusting with his hips, sliding his penis back and forth inside me. I gasped as pleasure flew from my vagina in waves to his thrusts, digging my claws into the old carpet of the abandoned house. “Oh God!”, I cried out. Lucy was fucking me!


My new teats bounced and swayed with every thrust he made, and I could feel Lucy's balls slamming against my new cunt with every push as the pleasure grew in my vagina. He nibbled the back of my neck.


I couldn't believe it: I was getting it as a female dog! I closed my eyes and whined and whined. So this is what it felt like when I fucked her! God, it was good! It was far better than male sex, having that penis inside you....


And the pleasure only grew as I yelped and barked and whined, until it reached a breaking point and I had my first female orgasm. Suddenly, I couldn't feel my paws or tail-tip, and all I could see was whiteness and fireworks as my pussy spasmed around his dick and pleasure roared through my body. It felt like I was floating. I howled in ecstasy for what seemed like ten seconds.


When it was over, Lucy was still fucking me. My teats where still bouncing and swaying, my nipples rock hard. Only it felt like his penis was just in me, no-where near as erotic. But I could tell one thing that was different: he was growing a knot in his penis.


Then Lucy growled, and his penis starting pulsing, and I felt warm cum filling my vagina. And he stopped thrusting, and rested his body on top of me. He had just cum! I sighed, trying to catch my breath. It was over.


Then he collapsed atop me, resting. He licked the back of my head. “Yeah, I came”, he said.


“So did I”, I breathed.


The puppies where staring at us. They started whining. They got up and started weaving between my legs, poking their noses up into my teats.


My teats still felt swollen with milk, so I told Lucy “I want to lay down and nurse.”


“I'm kind of stuck in you, Zack”, he replied.


“Well, lay down with me”, I replied. And so we did.


I laid down on my side with Lucy coupled to me.


The puppies came up to me, found nipples and nursed whiles Lucy's knot slowly shrank in my vagina. They sucked their respective teats dry and then switched to new ones. God it felt good to be penetrated and nursing, having him in me as the pups sucked the milk from my teats....


God, I could get used to this, I thought.


We laid there, resting.


Finally, as the pups drank their fill, Lucy pulled out of me and got up. It left an empty feeling in my vagina....


He licked me on the nose.


We both breathed for awhile, and then he said “Was it good for you?”


“Yes...”, I breathed.


“That was fun, but I'm exhausted”, said Lucy, and laid down behind me. “Guy sex takes everything out of you....”


I knew how he felt, having been there many times as a guy.


Then we started to talk. About all our other sexual experiences, and how this was different. Lucy wanted to know what nursing felt like. And then the subject of the witch came up.


“Zack”, Lucy said, “we need to find that witch and get her to turn us back. This spell isn't wearing off.”


“I agree. But how are we going to find her?”


“Well, we're dogs, right? Let's go back to where we met her and follow her scent trail.”


It sounded like a good plan to me. So we left the abandoned house, puppies in tow, and headed back into the park.


The sounds and scents of the park where so amplified it was distracting. And the birds just wouldn't shut up. I could smell the sweat of joggers who had used the trail, the odors left by their shoes. Duke, Rusty, and Shadow had their own scents, but Lucy's was a deep locker-room male scent mixed with a strong dose of dog. It made warmth and tingles flow through me, from my teats to between my hind legs, every time the wind shifted and I smelled him.


Walking on four legs felt natural by now, but I couldn't get over the bounce and sway of my new teats if I tried to trot or turn. Their heavy, tight weight on my chest and belly was something I just couldn't get used to.


Anyway, we found the trail where we had tried to rob the witch. It wasn't too hard to find the exact spot. We had to guess at out own human scents, but one male and one female, with three dogs that smelled like the puppies, made it easy.


The witch had an old womans smell to her, combined with an unmistakable stench of brimstone. And that made her easy to track.


We found Lucy's gun, and she picked it up in her jaws and buried it in the underbrush, after licking the fingerprints off it.


Lucy started following the witches scent, and I followed. But his male scent kept catching my attention, and my whole body warmed, as if I where blushing everywhere. And I couldn't help watching his dong and balls bounce as he ran – it was almost comical, Lucy as a male dog. I giggled.

He stopped and looked over his shoulder. “What's so funny?”


“Nothing”, I told him. “Let's go on.”


He snorted and continued tracking.


I followed him, growing ever more horny, his scent driving me crazy with arousal spells every time the wind shifted and carried it to me.


We followed the trail until it opened onto a cul-de-sac. Then it went along a sidewalk up to an average, middle class home. There was a car in the driveway, so she was probably home.



Part III - Witch



I went up to the door, sat up, and rang the doorbell with my paw. In moments, the same woman - the witch - opened the door.


“Well, if it isn't my muggers, and their little dogs too!”, she said with a smile.


“Look, we're sorry”, said Lucy.


“Turn us back, please?”, I pleaded.


“Turn you back?”, she replied with a laugh. “Maybe I like you as dogs. Maybe you deserve to be dogs.”


“Please, we'll do anything!”, said Lucy.


“Anything?”, said the witch. “Hmm... let me think about it.”


Then she laughed.


“What's your names?”, she asked.


“I'm Lucy”.


“I'm Zack.”


“Well, Lucy and Zack, I'm Alice. Come in. Let's talk this over.”


We went into her house, puppies in tow.


She sat down in an easy chair in the living room. “First off, I want you to guard the house.”


“Be your guard dogs?!” I blurted out.


“Yes. And I'm going to enter you in dog shows, where you can do tricks. Earn me enough prize money and I'll turn you back.”


“OK, I'll do it”, said Lucy.


“Sure”, I replied. Do some tricks and then get turned back. Could it be that easy?


“Well, it's agreed then. Let me show you to your new home”, said the witch. “Out in the back yard, you two”, and she led us to the back door and outside.


The back yard was large, ringed by a wooden privacy fence, with a tall shade tree growing off to one side. We walked onto the back porch, then turned to look at the witch.


“I'll bring you some puppy-chow when I get back from the store”, said the witch.


My three puppies managed to make it outside behind us, and then she closed the back door.


Duke, Rusty and Shadow ran out into the yard, barking and playing. I felt a brief moment of love for them: I had raised them since they where weaned, paid for them, trained and fed them....


And now it looked like I was going to do it all over again, as their mother.


Have fun guys, I thought, wagging my tail as I watched them play.



Part IV - Mating



I heard the witch walk out the front door, and get in her car. She drove off.


Alone now, I looked back at Lucy. He was watching me watch the puppies.


“Well, I guess we're just yard dogs, now”, said Lucy.


I sighed. “Looks that way”, I replied.


Lucy trepidly walked up to me and licked me on the muzzle.


I shook myself, making my teats sway and bounce. And then I was very aware of Lucy's body next to mine, and his scent, and I felt my teats grow warm and that familiar sensation of butterflies returned to my underbelly and nether-regions.


My nipples grew erect.


I looked at Lucy. The tip of his dick was sticking out of his sheath again.


“I love you anyway, Zack”, he told me. “Even if you are a dog now.”


“I love you too”, I replied, watching as his penis slid out of it's sheath.


I felt my pussy grow wet.


He licked me on the muzzle, and I licked him back, then I looked down between his legs, where his penis was protruding from its sheath. A shiver ran through me, settling in my empty womb. And the heat and tingles in my teats and underbelly and between my hind legs only increased. My eight nipples grew hard.


I wanted that penis in me again. I wanted to submit to him, to be fucked by him....


God, I was horny....


I turned my back to him, and looked back at him over my shoulder. “Let's do it again, Lucy”, I suggested.


“You mean... you want to fuck again?”, he asked.


“Yeah”, I replied. I remembered the last time, in the abandoned house, and shuddered. It had felt so incredible, I had to do it again....


Lucy walked up behind me, his erection still growing.


“Swish your tail aside”, he told me, and I did.


Lucy mounted me, his weight heavy on my back. “Hold still”, he told me, positioning his forepaws between my front teats.


He poked me in the underbelly a few times with the tip of his penis, then found the lips of my vagina. His tip parted them, drawing tingles, and then he found my hole. Oh God, here it comes! I thought. And then I felt him shift his hips and sink his penis into me.


He slid my slick flesh electrically open all the way up into me. His penis was huge, and it filled me completely, warm and hard and long.


Then Lucy started humping me, and I gasped and growled as I sunk my claws into the earth, pleasure washing through me in waves to his thrusts through my vagina. I was getting it again as a girl dog!


My teats bounced and swayed to his thrusts, and I could feel his balls slamming up against my cunt. I barked and whined as he fucked me, lost in the sensation of sex.


My second female orgasm came. White light and stars filled my vision, I shuddered and my pussy spasmed around his cock. I felt like I was floating again as pleasure poured through my body. And I had this erotic fantasy of my womb being filled with pups, and that I was quite pregnant.


Lucy was still fucking me as the orgasm faded, his dick pumping into me, his knot growing inside me.


Then Lucy came in me. I felt his penis pulse inside me as he filled me with his warm sperm.


And we stood there, locked together by Lucy's knot.


Slowly, we both caught our breathes.


He nibbled the back of my neck as his knot shrank. Then he dismounted me, pulling his penis out of my vagina with a wet sound, leaving an empty feeling.


I looked over at Duke, Rusty and Shadow, playing on the lawn. And I sighed....


And we went over to play with the pups.


Night came, and the witches car finally pulled up into the driveway. A few minutes later, she opened the back door holding a large pail. “This is for water”, she said, and put it on the back porch. Then she got a hose and filled it with water.


We where both pretty thirsty, so we approached the pail and drank, once it was full.


She went back in, and came out with two metal dog-food bowls


“I got you Purina”, she said, and filled the bowls from a bag beside the door.


She set them down for us.


I sniffed at mine. Purina smelled like corn-dogs. I tasted some: yep, corn-dog.


But we where both hungry, so we started eating.


“That's a good dog”, said the witch, and closed the door.


Lucy finished his kibble, and laid down on the back porch.


I finished mine, and laid down beside him, on my side.


The puppies saw that, and came running up to my belly.


Oh crap, here it comes again, I thought.


Duke was first, and buried his cold nose into my upper right teat, licking with his tongue until he found my nipple. Warmth flooded through my teats, and he found my nipple and began to suck. Sensuous electric pulses came from my nipple straight to my pussy with each draw, and my milk flowed in spurts into his mouth.


I sighed. Then the other two found nipples and began to nurse.


Lucy licked me on the back of the head and neck, briefly. And as darkness fell, we both slept.


The next morning when I woke up, it was pre-dawn, and I was thirsty and needed to pee. And my swollen teats ached with new milk, and my nipples itched. Lucy was a warm comfort at my back, his right paw over my flank, and my puppies where curled up at my belly. Laying there curled up with Lucy, smelling his scent, I couldn't help but but think of having sex with him again. My womb felt empty, and warm butterfly tingles filled my underbelly and between my hind legs. My vagina was warm, and ached to be penetrated. My pussy was wet.


It didn't realize it, but I was in heat. I had been going into heat yesterday, but today I was in full blown estrus.


Trying not to disturb Lucy and the pups, I slowly got up. They stirred only lightly.


The need to pee came first: I went to the corner of the yard, set my hind legs slightly apart, raised my tail, and let loose a warm stream of urine out of my insides.


It didn't feel any different to pee as a girl, I thought, only it came out of your insides, and I couldn't aim.


Then I went up to the water-pail and started drinking.


And God was I horny. I was completely aroused, my nipples rock hard, and my warm, wet vagina ached to be penetrated.


Well, I knew what to do about that.


I walked up to Lucy, and licked him on the head, then the muzzle. He started to stir awake.


He sniffed the air, then got up and yawned. “God, I need to pee”, he said.


I watched him as he went over to the tree in the backyard, raised a leg, and peed on it. I looked at his handsome frame, and got even more horny, looking at his balls and penis.


Then he went to the water-pail and started drinking.


Lucy walked back and touched noses with me: we inhaled each others scent. His male-locker-room / dog smell made my pussy even wetter.


He started growing an erection. Staring at it, I wanted to lick it, to feel it inside me. I wanted to submit to him.


He looked down at his penis. Then he wagged his tail and licked me on the muzzle. “I love you”, he said.


“I love you too”, I told him.


We stared into each others eyes lovingly.


Then I turned my back to him, swishing aside my tail. “Come on, Lucy, let's do it again!”, I said.


“No argument here”, he replied, and mounted me, climbing on my back. He wrapped his forelegs around my middle, forepaws between my teats, found my vagina with the tip of his penis, and then slid his erection all the way into me up to his balls, which I could feel pressed up against my cunt.


I had a penetration orgasm. His penis felt so huge inside of me, and I was floating in pleasure as my pussy spasmed around it. I saw the familiar stars and white light, and I knew I was coming....


I whined for the whole ten or fifteen seconds it took me to come, as Lucy started fucking me.


Lucy fucked me until I came again, and then he came himself. The noise woke up my pups, who ran up to me and started playing around my legs while we fucked.


That reminded me of my aching teats, and I asked Lucy to lay down with me while he was still in me. We did so, and the pups came straight for my teats and starting nursing their breakfast.


Lucy pulled out of me and got up when his swelling had gone down. It left me feeling... empty. I looked up at him: I wanted him in me again.


“When can we do it again?”, I asked.


“Just give me a few minutes”, he said, licking me on the head.


So I laid there, nursing my pups, slowly getting hornier by the minute.


Finally, they finished, and curled up to nap. So I got up, walked over to where Lucy was resting on his side, put my nose to his groin, and inhaled his male scent. Tingles poured through my body, my teats and vagina grew warm, and all eight of my nipples came erect. Overcome by desire, I started licking his sheath and balls.


“Zack!”, he exclaimed, but he was already starting to get an erection, his penis slowly protruding from its sheath. When I saw that, I starting licking his erection instead.


“Mmm....”, said Lucy.


Finally, his penis grew fully erect. I turned my back to him, swished my tail aside, and looked over my shoulder back at him.


Lucy mounted me without another word, this time putting his paws on my rump as he guided his member into my wet pussy. “Ahh...”, he moaned, as he pushed it in me. I whined as he impaled me on his erection. Then he rested on me, and wrapped his paws around my chest, careful of my teats.


“Are you sure this is what you want?”, he asked, his muzzle beside mine.


“Yes...”, I replied.


And we fucked for about fifteen minutes. This time, he made me cum twice.


Twenty minutes later, we where doing it again.


The witch came out to fill our food bowls for the morning, and saw us fucking. She smiled, and gave me a wink.


After sex, we ate and drank our fill, and then went back to the serious business of sex again. I just couldn't get over how awesome it felt to have sex as a female dog, and Lucy seemed to be really enjoying himself, too.


Finally Duke, Rusty, and Shadow woke up, and began to play. We played with them for a little while, then went back to having sex.


It reminded me of when we had first fallen in love: we couldn't wait to get each others clothes off and do it. Now, as a female dog, I was having the greatest sexual experience of my life, and it was incredible. And I was sure Lucy was enjoying it as much as I was.


We had sex about two dozen times that day. The novelty of getting fucked by my lover as the opposite gender just wasn't wearing off. And I couldn't believe Lucy's stamina – he only needed about a twenty minute break between sessions. Then I would lay down beside him and we would talk, mostly about the witch and being dogs, and how good the sex was. Sometimes we would play with the puppies.


By the time night fell, we where totally exhausted (well, Lucy more than me). So I finally just laid down on my side, and Lucy came up and curled up with me. My pups bounded over to my belly and started nursing. We fell asleep.


The next morning, I awoke as one horny bitch. Last night I had dreamed of puppies, fucking, and being pregnant. Now my womb felt empty, my teats and vagina warm. My pussy was slightly wet.


I looked down at the pups curled against my belly and a wave of love for them passed through me: they where once my dogs, and I had loved then, but now as puppies I guess they brought out my maternal instincts. And some part of me, deep inside, wanted more puppies.


And that thought shocked me. But I wrote it off to female hormones.


So I slowly got up, trying not to awaken anyone, and stretched, letting my warm teats dangle in the cool morning air, my nipples hard and erect. Then I walked to the tree, peed on it, and went to the water bucket to drink my fill.


As I walked back to where the others where sleeping, the wind carried Lucy's scent to me, and a shiver ran through me, settling in my privates. Lucy had become such a handsome male dog, and sex with him was so much fun. And in that moment, I had trouble cursing my fate: being a female dog was a mind-blowing experience, and the sex was awesome.


But my teats ached, full of morning milk, so I decided to nurse. I laid down beside my pups, and licked them awake. They yawned and stretched and burrowed into my belly, found my teats and began to suck.


I sighed: nursing never got old. I shook my head as I thought about how easily I was adjusting to being a nursing bitch. But I loved my dogs, and now that they where puppies again, I had to take care of them – I wasn't going to let them starve.


Laying there, I watched Lucy sleeping, his chest rising and falling, our scents co-mingling in the pre-dawn air. I stared at his massive cock, feeling tingles in my underbelly: I wanted it in me, I wanted to be mounted and ridden like a bitch in heat. And that thought made me stop and think.


Could... could I be in heat? It seemed implausible: I had just become a female dog, I couldn't be going into heat already. Besides, I was nursing, and nursing females don't go into heat. But God was I horny. And the dream I had about being pregnant made me worried....


I sighed and shook my head, and tried to relax and let my puppies nurse.


Finally, as the sun rose, Lucy started to get up. A thrill went through me as he yawned and stretched in front of me: he was such a handsome dog. Then he saw me, and licked me on the muzzle. “I'll be back in a minute”, he said, and wandered over to the tree to pee, then to the water bucket for a drink. I watched him the whole time, my vagina aching to be penetrated by him again.


Then he walked up to me, sniffing under my tail as I nursed, and started licking my pussy! Tingles shot through me and I whimpered, then he slid my pussy lips apart with his tongue and began to lick my clitoris as the puppies sucked my milk, and soon I was panting in pleasure.


Suddenly, I didn't care if I was in heat, or if I got pregnant. I got up from the puppies to all fours, and looked back at him over my shoulder, swishing my tail aside.


And he mounted me, pushed his penis into my vagina, and rode me like a bitch in heat, which is exactly what I was....


I growled and whined and pounded my paws into the earth as Lucy pumped his penis back and forth inside me, finally making me come....


When it was over, we just stood there, linked. God it felt good to have his penis in me, making the empty feeling go away....


Finally, he climbed off me, and walked up in front of me, licking my muzzle. “That was fun”, he said.


“Lucy”, I told him, looking down and scraping the ground with a paw, “I think I'm in heat.”


“What?!”, he exclaimed. “Your in heat?!”


“Yeah”, I replied, looking into his eyes. “It's why we're so horny.”


He sniffed at me again. “Well, do you smell a lot more like... girl....”, he said. “How do you know you're in heat?”


“Because... because I need you in me...”, I told him, looking down.


“Zack”, he said, licking me on the muzzle, “then maybe we shouldn't be having sex.”


I wagged my tail. “It's probably too late for that”, I told him. “Remember yesterday?” We had already done it a couple dozen times....


“Wait”, said Lucy, “you mean you're going to have puppies?!”


I thought of the puppies I already had: Duke, Rusty, and Shadow. Tingles filled my womb as I thought of having a litter, and my tail curled between my legs....


Part of me, deep in heat, wanted to have puppies, wanted to feel them growing in my womb, wanted to nurse a litter of our pups, and raise them together as a family....


And in that moment I loved Lucy more than I ever had before.


I'd always wanted children – I just didn't expect I would be the one having them. I had never met a girl that wanted to start a family with me. But now I was the girl. Now I could. And, deep in heat, I knew what I needed: puppies in my womb. And Lucy could give them to me.


“It... looks that way”, I said.


He sat down on his haunches in front of me. “Great”, he said. “Look, um, Zack, I'm... uh... sorry I fucked you.”


I shook my head. “Don't be”, I told him. “It's not your fault.”


I licked his muzzle. He licked me back.


I put my front paw over his, and looked him in the eyes lovingly. “Just be with me”, I said.


“I will”, he replied. “I love you Zack. No matter what happens.”


“I love you too.”


Then the back door opened, and the witch came out with our food, filling our dog bowls.


I walked up to her and looked up: “Did you put me in heat?”, I asked.


“Why yes I did dearie”, the witch replied. “Are you having fun?”


“No!”, I snapped. “Make it stop!”


“Sorry”, said the witch, “I'm not going to turn you back until you have puppies for me.”


I stared at her: the witch wanted me to have puppies?!


I tried to digest that. She wasn't going to turn me back until I had puppies?


Lucy and I exchanged glances.


“You can't do this to us!”, Lucy exclaimed.


“Yes I can”, replied the witch. “You little delinquents need to learn your lesson.”


And with that, she closed the door.


I stared down at the ground. “I'm stuck as a bitch until I have puppies...”, I breathed.


Lucy licked me on the side of the head. “I'm sorry”, he said.


“It's not your fault”, I replied, sighing.


“We never should have tried to rob that woman”, he said. “Now we're dogs, and we have to have puppies together to get turned back.”


We ate our dog chow in silence.


I couldn't believe I was going to get pregnant with Lucy, but it was the only way to get turned back....


In the yard, the puppies started playing, chasing each-other around. I sighed and walked up to them. It looks like I'm going to be making more of you, I thought.


We played for half an hour, growling and barking and having fun. Then Lucy started wrestling me, licking my muzzle. Being so close to him made the butterfly-tingles come back and my teats feel warm: I was growing aroused again.


Lucy's penis started to slide out its sheath as we played, and the sight of it drove me wild. I knew we shouldn't do it, but the need in me was so intense....


Finally, I couldn't take it anymore.


I looked Lucy in the eyes. “Look at your erection”, I said.


Lucy did, and then looked back at me. “I'm sorry, I can't help it”, he said. “Your scent just drives me crazy.”


I knew how that felt.


“Oh, just fuck me”, I breathed. And so he did.


Lucy mounted and penetrated me, fucking me until I was howling in orgasm, imagining myself as a pregnant bitch.


His penis filled my vagina as he thrust, but my womb still felt empty – I needed it filled. “Oh God, I want puppies...”, I breathed in the afterglow of the orgasm, my mind addled by my estrus.


“I'm trying my best”, he responded, licking me on the back of the head, still thrusting.


Finally, he came in me, and we stood there linked together by his knot for a few minutes until he finally dismounted me.


We had sex all day long. Between sessions, we played with the pups and talked. Now, we mostly talked about me having his puppies. He wanted to know how I felt about being a mother. I told him I already had three puppies I was caring for, and more wouldn't make any difference. And it was the only way to get turned back. What I didn't say was that I kind of wanted puppies. My estrus addled brain wanted me to get pregnant. Still, he seemed worried about me. I tried to reassure him that everything would be fine – I would have the puppies, and then we would get turned back. That seemed to satisfy him.


The next day was a repeat of what the last had been: I awoke still in heat. So Lucy and I took care of business, drank some water, and fucked for ten minutes. Then I laid down to nurse my pups.


The witch came to refill our food and water. We ate our fill and went back to having sex.


Finally I started to come out of heat. I wasn't constantly aroused anymore, though Lucy's scent did still set me off. But I could tell my estrus cycle was ending.



Part V - Pregnant



The next day, I woke up in the morning and I wasn't horny anymore. I didn't have penetration ache, and my womb didn't feel empty.


It was over.


I went off to pee, came back, and nosed my pups awake so they could nurse: the one thing that still hadn't changed was they way my teats ached in morning, swollen with milk.


Lucy eventually yawned, stretched, and woke up. He licked the back of head, and said “Just a minute, I have to pee”. I let him do his business, and when he came back, he sniffed my muzzle.


“Why is your scent different?”, he asked.


I waged my tail. “Because I'm not in heat anymore”, I told him.


“Oh, thank God”, he said, laying down. “I don't think I want to have sex ever again.”


“You and me both”, I sighed. “But you know what this means, right?” I looked him in the eyes.


“What?”, he said, looking back.


“I'm pregnant.”


He took a deep breath, got up, and licked me on the nose.


“I can't believe I'm going to be a daddy”, he said, shaking his head.


“And I'm going to be a mommy”, I said. I wondered what it would be like to be pregnant, or to give birth.


The next day, the witch came out with a leash in her hands. “Lucy!”, she called.


We walked up to her.


“It's time to take you to dog training school”, she said. She put the collar on Lucy's neck, and snapped the leash into place.


Then she looked at me. “I take it you're knocked up?”


“Yep”, I replied sourly, my tail between my legs.


“Good”, said the witch, patting me on the head, and she led Lucy away. “He'll be back in two weeks”, she called over her shoulder at me.


Two weeks. I would sure miss Lucy... my mate.


The two weeks passed as I played with the pups and nursed them in the back yard. The witch bought a dog-house for us.


And I began to feel something strange in my underbelly: a hard-spot where my womb was, and it was growing. And I knew what that meant....


Now that the hormones had worn off, I was horrified. I really was going to have puppies!


I grew extremely angry at the witch. First, she had turned us into dogs and swapped our genders, then she had forced us to mate!


And now I was pregnant! Or at least, about as sure as I could be that I was.


The witch had probably planned it this way.


I wondered what Lucy was thinking at this moment.


Lucy finally returned.


The witch brought him into the back yard, and released him from his leash.


He walked up to me and we touched noses.


“So how was dog training?”, I asked.


“Pretty easy”, he replied. “I learned to catch a Frisbee, and obey all the dog commands....”


I gave him the news. “I'm pregnant.”


He looked away. “Look, I'm sorry I got you knocked up....”


“So am I. But I was in heat....”


We sighed in unison.


“Look”, I said. “So this plays out the way the witch wanted, I have puppies and you win dog-show awards.”


“Yeah”, he said. “Looks that way.”


The next day the witch took him away to a dog show.


He came back and forth to the house on a regular basis after that, but I rarely saw Lucy again.


Sometimes he was gone with the witch for days, and a neighbor took care of feeding me. He was an old man, I never caught his name, but he would fill my dog-bowl, pat me on the head and call me a “good dog”.


Weeks passed as Lucy was on an extended show trip, and I started to get a baby bulge. And it seemed every day, it got larger.


When he finally got back, the witch let him into the back yard, and I got up to greet him.


He took one look at me said: “You really are pregnant.”


“Yep”, I replied.


He walked around me.


“I'm sorry I got you pregnant”, he said.


I sighed. “Look, it's the only way I'm getting turned back.”


He licked my muzzle. I licked him back.


“I still love you”, he said.


“I love you too”, I replied.


We spent the night curled up together, and then he was off to another set of dog-shows.


Then, my pups started to teethe. I could feel their little teeth on my nipples, though they never bit me. And in a few more weeks, they where eating solid food, and my baby bulge had become an obvious pregnancy. Counting the days, I was six weeks pregnant. Dogs, I knew as a dog owner, have a three month gestation period, so that meant I had six weeks to go until I gave birth.


Lucy almost never dropped by, always off on national dog shows. He told me stories about the kennels he had to stay in, and flying in a dog-carrier, and what he did at the dog-shows.


Finally, my puppies where weaned, and I stopped giving milk. The swollen size of my teats even started to go down. By then, I was over two months pregnant, and I felt every bit of it.


I could actually feel the puppies inside me by now. I could feel their little bodies pushed up against the sides of my womb, sometimes a leg, or a head. And they would move inside me: they squirmed in my womb, and sometimes kicked. One night, when all was quiet, I concentrated and thought I could count six.


When Lucy came back from his latest show, he commented on how pregnant I looked. I just gave him a sour look, and so he licked me on the muzzle and told me he still loved me.


Two more weeks passed, and my nipples started to itch again: I was making milk for my new-coming litter. And I had just gotten done with nursing. It didn't feel fair.


But I put up with it all because I had to.


Lucy got taken off again to another state dog show, and I was alone again with my pups and the old neighbor man.


The last few weeks passed, and I was finally three months pregnant. My puppies felt huge inside my womb, and they moved about constantly.


Finally, I was ready to give birth.



Part VI – Birth



I was playing with my puppies when my water broke. Right away, I made a bee-line for the dog-house and laid down on my side. It's happening, I thought, slightly panicked.


Shortly afterward, the contractions started to come as I dilated.


Hours passed, and the contractions started coming closer together. I started timing the contractions. In a few hours, they where only two minutes apart, and I knew it would be any minute now. I wished Lucy were here, to at least give me comfort. But I was alone, panting, waiting for mother nature to work her miracle.


Then I felt the first pup drop down from my womb into my birth canal. I pushed with my vagina as hard as I could, and he was born.


I looked down on a glistening wet naked puppy: I had just given birth – to my first pup....


Five more to go.


I licked him until I was sure he was breathing, and then came the second, just like the first.


In five minutes, I gave birth to all six puppies.


I rested my head on the dog-house floor: it was over. I had just given birth to my litter of pups.


That was easier than I expected, I thought.


I picked them up in my jaws and put each one to a teat. They each latched on to a nipple and nursed instinctively.


I just laid there, resting.


A few hours later, the witch's car pulled up. After a few minutes, the back door opened and Lucy walked into the back yard.


I called to him, “Lucy, come here!”, from the doghouse.


Lucy trotted up me, looked in the doghouse at me, and said “Oh my God!”


“Our puppies are here”, I wagged my tail weakly at him.


He licked me on the head, ear, and muzzle.


“Oh Zack, I don't know what to say”, was all he could manage.


“I'm a daddy?”, I tried, wagging my tail slightly.


“Yeah, I'm a daddy”, he said, laying down beside me.


The newborn pups where very hungry, and nursed all night, keeping me up at times.


When morning came, I was still nursing. When the witch came out to feed us, Lucy and I got up to go and talk to her.


“I had my puppies last night”, I told her.


“Oh you did!”, she exclaimed. “How marvelous! How many did you have?”


“Six”, I replied, “all healthy.”


“Six...”, she echoed. “That's going to make me a lot of money!”


I flattened my ears. She was, off course, going to sell them. Somehow, I still felt a pang of regret.


She patted me on the head. “When they're weaned, I'll turn you back”, she said.


I wagged my tail. It was almost over.


Over the next few weeks my puppies grew in size and appetite. I took the best care of them I could, keeping them in the dog-house until their eyes had opened, then playing with them as they explored the world.


Finally, they started to teethe, and I knew in weeks they would be weaned. Then the witch could sell them, and turn me back. I told Lucy when he was back from the dog shows, and he was pretty happy about it.


When the pups where weaned, the witch began to bring strange people over: they all had a slight brimstone stench to them.


One by one, they bought my puppies until none where left. Lucy was with me when the last buyer left.


And it was time for the witch to turn us back.



Part VII – Return



The next morning when the witch came out to feed us, we asked her to turn us back.


“I had your puppies”, I told her.


“And I won you I don't know how much money”, said Lucy.


“Alright, I suppose you've learned your lesson. Give me your clothes and shoe sizes, and I'll get you some clothes, and three leashes for your dogs, then I'll turn you back.”


We looked at each other, waging our tails. It was finally going to be over.


She went in to get pen and paper, and took down our measurements, then she got in her car and left to go shopping.


“The first thing I'm going to do”, said Lucy, “is have a decent meal.”


I had to agree. Five months of dog-food got pretty repetitive.


We waited by the back door until she opened it. “Come in my living-room”, she said, “and call your dogs.”


I called Rusty, Duke and Shadow, and they came bounding up to us, following at my heels.


We all sat down in her living-room.


She began to chant and wave her hands, and colored streamers of light struck us.


I felt my teats begin to start shrinking, and my hips and forelegs changing. My tail started to shrink. My pussy felt funny. I whined, raised a leg, and laid down to stare at my groin.


My clitoris was growing, and my womb shrunk up, and then my vagina started to shrink. My ovaries started to descend with it.


I stared at my clitoris as it grew to an inch long, then split at it's top and changed color to form a micro-penis.


It was working! I was changing back!


I looked over at Lucy – he was growing breasts and his penis had shrunk away into his groin.


I looked at my three puppies – they where growing back into dogs again....


I looked back down at myself. My teats had almost completely flattened out, and my penis was a few inches long. My vagina had shrunk away, and my ovaries pushed out of my groin, becoming balls. My fur and tail had become much shorter, and my muzzle was shrinking, flattening back into a face.


Finally, my hips and face stopped changing. My paws had become hands again, and the last of the fur vanished. My penis was back to normal, and I had two nipples again.


I looked up at Lucy – he had become a woman again.


“Oh God”, I breathed, using a mans voice again for first time in five months. “It's over.”


“Yeah”, said Lucy.


We got up and got dressed. I put the collars on my dogs.


“Remember”, said the witch, “crime doesn't pay!”


“Yeah”, I muttered, as the witch led us to the door.


We left the house and went back to our hideout at the edge of the park. We picked up our old clothes, keys and wallets, and we went home.


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