Disclaimer: I don't own Animorphs or anything related to Animorphs which all belongs to K. A. Applegate and Scholastic.

I stretched out in the waning sunlight of a hot summer day, feeling the hay I was laying on scratch the bare skin of my lower back and legs as the last bit of sun peeked in through the hayloft window. I closed my eyes and my vision went soft pink as the light shone through my eyelids, and I enjoyed the warmth of it on my skin. I stayed like that for awhile, until the pink faded to deep black and the air in the barn cooled with the fall of night. When I finally opened my eyes, Cassie was there in front of me, wearing a coy grin and a long blue checked gingham dress.

Cassie has been my best friend for a long time, and I knew full well that she hated the dress. She was a farm girl, through and through, and although the dress had a rustic look that fit her well, her preferred attire would have included overalls, flannel, and thick heavy boots, all coated in a generous amount of animal droppings and mud, evidence of a hard days work. In fact, she only owned the dress because I gave it to her, and she only agreed to wear it because it was coming off soon anyway.

Cass and I had always been close, best friends since kindergarten, but recently our lives have gotten more complicated. We fight side by side against a secret alien invasion for one. We also have super powers.

I'll back things up a little for you. My name's Rachel. No last name, at least as far as you're concerned. We have to be careful nowadays, my friends and I. Because the aliens we're fighting aren't little green men from Mars. Think more "invasion of the body snatchers". They call themselves Yeerks, and they already had a good foothold on earth when we joined the fight. You've met them yourself, you just didn't know it. They are everywhere, and they can be anyone. So me and Cassie, my cousin Jake and his friend Marco, we all try to keep a low profile. Hell, Ax and Tobias, our last two teammates, live out in the woods… But they're both special cases.

It's a scary world, but the six of us are far from helpless. An ally against the Yeerks, another alien named Elfangor, had given us the power to fight back. We are all able to absorb the DNA of animals and change into them at will, with a few limitations. It's almost poetic, if you're into all that, mother nature striking back against a foreign invader. I'm pretty sure that's how Cassie sees it, but I'm a little different. The powers work, and we use them. The only question I need answered is where my next target is.

But tonight was different. Cassie and I were spending some quality girl time together. Back in the old days that had meant braiding hair and late night gossip, followed by maybe a little innocent fooling around. Now though, we looked death in the face everyday, and blowing off steam takes more effort. Sometimes we'll go for a fly (one of the best perks of morphing) or down to the beach for a swim with the dolphins. Sometimes we just get kinky.

Cassie, as if reading my mind, fell onto the hay next to me and grabbed at the back of my head, snatching up a handful of my long bleach blonde hair. She's a tiny little African American girl with a slight but powerful build, which is exactly my type, but honestly, I'm kind of a knockout too. I'm tall and thin, blonde with blue eyes and your typical youthful mall crawler. Puberty is just about finished with me, and I have a generous set of 38dd tits and a shapely ass just a little on the small size. Due to years of gymnastics, I'm also pretty toned, with a better six pack than most of the guys I go to school with.

I grinned at Cassie and she yanked my head back, hard, bringing my neck into view, and then bent in, planting small kisses and sharp little bites all around my throat and collarbone. I sighed and squealed with excitement as she worked her way down at a painfully slow pace. I had dressed light for the evening, wearing only cut off daisy dukes and a bikini top, but even with my skimpy top, Cassie quickly became frustrated and tore it from my body with one hand. Once my tits bounced free of the tiny fabric triangles, she brought both of her hands up to my chest, pawing at them and rolling them in her palms, every once in a while pinching a nipple in her fingers and pulling it roughly back and forth.

Now that her hands were occupied and my head was free, I moved forward and kissed her passionately on the lips. She kissed back, for a second, and then pushed forward on my chest, forcing me onto my back so she could climb on top and straddle me. she sat above my waist and her dress was hiked up around her thighs. She lowered herself down for another kiss and I felt a wetness leaking from her as she ground her bare pussy against my tight stomach. As we kissed, she continued grinding her skin onto mine and let out a low, animal groan that made my teeth vibrate pleasantly in my mouth.

I loved seeing Cassie like this. I knew that she was a strong woman, but she's so reserved most of the time that I only got to see her aggressive side while she was angry. But when she fucked, she let the animal loose, and it was all I could do most nights to keep up with her.

It went on like that for a little while but eventually she slowed her pace and stopped rocking her body on top of mine, instead letting herself go limp and fall into my waiting arms. I knew she was just getting started, but we both took a second to enjoy each other and the quiet intimacy.

After a second or two she untangled herself, stood and backed away, coming to a stop just a few feet from me. She had a wicked grin on her face, but stayed perfectly still for several seconds. My cunt was aching with frustration and sopping wet, but when I stood and started to move closer, she put her hand out to stop me. Suddenly the hem of her skirt shifted, just slightly, as if moved by the breeze… But the door was closed, and the air was still. I looked back up into Cassie's big brown eyes and her grin got even bigger, showing of a set of pearly white teeth that seemed like they could rip me apart. She grabbed the bottom of her skirt and began slowly raising it, holding my gaze until finally the fabric came up just past her knees.

There was a horses penis swinging gently just below the hemline. She had done a partial morph, something she was very skilled at, to grow a massive cock.

I gasped and fell forward towards her, down on my knees on the earth floor of the barn, staring at the dirty surprise between her legs. She giggled at my expression, quickly lifting her dress up over her head and throwing it away, but at the same time dancing playfully out of my reach. I made a grab for the big fat dick hanging obscenely off her tiny girlish frame, but I had moved to late, and her meaty cock swung out of reach. My momentum carried me forward and I fell to my face on the ground at Cassie's feet.

Her teasing laughter stopped and she knelt to help me to me up. As she bent her knees and lowered to the ground, her long dick coiled on the floor for a second, lying right in front of my eyes in a big heavy pile. It was incredible. Veins bulged on almost every square inch, and the soft member was at least as thick as a can of Pepsi. I wanted to taste it.

I took the hand she offered and rose back to my knees. Cassie tried to bring me farther, up to her for another kiss and sweet embrace, but I had other things on my mind at this point. I brought my face close to it, and sniffed deeply. The smell, coming from a cock that had just been grown, wasn't strong, but it was distinctive. I wrapped a hand around the shaft near the tip and Cassie laid her hands on my shoulder, sighing. I had almost forgot this thing was hers.

I knew she was ready for me to dive in, but I took a moment to appreciate the situation. The monster cock was still mostly limp, but didn't hang straight down between her legs. Instead, the tip of it twitched and shivered in the air about six inches in front of her knees. I lifted the hand that was still resting near the tip and felt the weight of it, which was almost mind boggling. The base of the shaft had to be a good four inches across and stuck out from her body just above where her snatch had been a few moments ago. Above, on her lower stomach, a soft sheen of horse fur seemed to circle the cock, blending back to her natural curly pubes about half an inch from her dick. Beneath, hidden between two legs and a cock almost as thick as her thighs, I could catch a glimpse of a heavy set of balls, hanging low.

Cassie moved her hands from my shoulder and once again twined her fingers through my long hair, pulling my head forward. The tip of her dick was hanging far too low for me to scoop into my mouth, so I let her carry me forward and instead pressed the length of her dick against the side of my face, rubbing and nuzzling at it. I ran both hands up and down the long shaft, just grazing the sensitive flesh. When i felt her new tool begin to stiffen in my hands and against my face, I opened my mouth wide and stuck out my tongue. I kept my face pressed close to the flesh of her cock but ran my tongue against her as well, using my hands to lewdly rub the fat dick all over my pretty cheerleader features.

I enjoyed the warmth and spongy texture for a moment, and then hoisted the whole thing up, holding the meaty tip of her animal penis above my head with one hand. The weight, even from her now hard cock, burned at my arm muscles and i lost my grip on it. It fell heavily on my face, and I looked up at Cassie from beneath her dick and giggled, sticking out the tip of my tongue to lap gently at the closest part of the massive cock.

In response, she put her hands on her bare hips and scowled at me

"Are you all done playing around?" She asked, in a disapproving voice.

I knew a challenge when I heard one. I leaned down and brought the end of her stiff cock up to my lips, opened my mouth wide, and took the bulbous tip into my mouth. It filled me up almost completely, the same size as a fist. But it had some give to it, and I worked my tongue around as best as I could, running it over and around the cock in my mouth, enjoying the taste and feel of the skin. My jaw was open so wide it ached, and long thick strands of drool oozed out of the corners of my mouth to fall onto my tits, but I didn't let up. I worked my hands over the giant cock furiously, getting more turned on by the second as I felt the pliant skin glide up and down over the veiny shaft.

Without warning, Cassie let out a loud grunt and bucked her hips forward. Taken off guard, I almost fell backwards onto my ass, but shifted my balance forward and stayed kneeling. Unfortunately, this motion combined with Cassie's thrusting pelvis shoved the tip of her cock halfway down my throat. Tears welled in my eyes instantly. I would have coughed, gagged, and choked, but there was no room. My eyes still teary and bulging, I put my hands on her hips and tried to force her out of my mouth. In response, she lifted a leg over my shoulder, straddling my kneeling body, and once again placed her hands on the back of my head. With her footing secure and a good grip on my face, she finished the job and forced her cock all the way down, until my lips and nose were being ground against the fur at the base of her massive dick. With one final deep grunt, she came.

I was in a fair amount of pain at this point, but I made no move to pinch Cassie's thigh, which was our signal for stop. Instead, I focused on the dick in my mouth, which was bulging rhythmically as it pumped cum directly into my belly. With the thick cock in my throat, pulsing in orgasm, it felt as though i was drinking the cum from a fire hydrant, by the gallon. I started to feel an uncomfortable bloating sensation, and sharply pinched the inside of Cass's leg.

She had apparently calmed down a little, and began to withdraw from my mouth. The shaft of the cock scraped against my teeth as she pulled away from my face with a measured and deliberate slowness. I crossed my eyes and watched as it came out, inch after inch, insanely long. At last, I felt the large, knobbly tip in my mouth again and I sucked on it briefly, lovingly running my tongue over what now seemed like a much smaller intrusion. Cassie pulled back another few inches and the dick popped out from between my lips with a long wet sucking sound. A couple teaspoons of horse cum dribbled out of my mouth and down onto my chest, while Cassie worked her shaft and shot a few more large gobs into my hair and a big sticky puddle across the bridge of my nose.

I fell onto my back and began rubbing the thick white fluid into my skin as Cassie stood above, staring at me with her long cock soft but still twitching. I used three fingers to scoop a large amount off of my tits, and looked her in the eyes as I spread my legs and rubbed the wet mess directly on to my pussy lips.

I smiled and was about to tell her to come have a taste, but when I tried to form the words I felt a shooting pain in my throat and a sound like dead leaves on the sidewalk came out of my mouth. I winced. Cassie had done quite a number on me. I coughed, and the pain hit again. I held up one finger, signaling her to wait, and began to morph. Morphing, because it's based on DNA, has the useful side effect of repairing any injuries your body has and setting it back to factory default. All I had to do was change into something else and then back to me, and my voice would be good as new. In the meantime, I was going to have some fun with a new morph I had picked up just for Cassie.

She had had concern in her eyes when I had cringed in pain, but as I changed in front of her and she realized who I was becoming, she smiled again and helped me to my feet, before turning away and walking sensually towards the hay bale. Her hips swayed with every step, and her long dick bounced against her legs as she moved. She had a fantastic ass, and while I stared at her walking away from me, I realized that I could still see her cunt glistening between her legs. She had kept it, somehow, when she morphed. She really was talented.

Meanwhile, my transformation was complete. I now stood a few inches taller than a moment before, and between my legs I too had a stiff cock, bouncing up and down in anticipation. The body was Jake's, my cousin. I felt insanely dirty, stealing his form like this for our perverted games, which only turned me on more.

Cass had spread out on the hay, reclining, but with her head raised, never taking her eyes off my new body. Her legs were apart and she had one hand stroking her cock and another on her balls, playing with them and rolling them around in her hand. The tip of her dick came up to about her nipples, and every few seconds she would bend forwards and lap at the end with her tongue.

I stroked my cock for the first time, ready to give her a show, and felt my knees weaken and my ass cheeks quiver at the sensation. It wasn't more powerful than rubbing my clit but it was definitely different. This cock, even when dwarfed by Cassie's humongous parody of a penis, felt powerful. I ran my hand up and down a few more times, shuddering with pleasure. Cassie raised an eyebrow at me and pulled her sack up, showing me her wet snatch. I took the hint and got into position, using my strong masculine arms to lift Cassie's hips and shove Jake's respectable eight inch dick into her cunt.

She winced briefly and I waited a second while she rearranged her balls, moving them out of the way of my thrusting. After she was comfortable, I let loose, my hips flying as I forced myself inside of her. I couldn't get enough of the sensation. everything seemed heightened, and I could feel her pussy lips pulling at my stiff dick as I leaned back. when I thrust forward, I could feel Jake's balls grinding against her ass. She moaned underneath me and continued stroking herself, and soon I had reached out my hand to help.

Her eyes rolled back into her head and she started babbling, apparently overwhelmed by the dual sensations. I wasn't doing much better, but since I'd never cum out a cock before, I wasn't sure how long I could last. I leaned in to wrap my mouth around the end of Cassie's dick again, and thrust deep, trying to push us both over the edge.

Cassie came first, although I guess her morph must have been mostly spent, because all I got for my trouble was half a mouthful of sticky cum. After she finished I pulled my lips away and swished her semen around my mouth, taking time to explore the taste, which was stronger, muskier than the boy cum I'd eaten before. It wasn't good, exactly, but taboo of it drove me crazy, and I wished Cassie had recovered better, because I would have bathed in the stuff if I could. maybe a quick morph would let her refill the tank.

I was thinking about Cass pumping liters of hot cum all over my body as I continued to pound her twat, and I felt a tightness, some kind of tugging at my scrotum. My cock exploded, and I pulled out, spraying Cassie's thighs, her soft cock, and her belly with a big load of my cousin's cum. she twitched a little as the warm goo hit her body, but she appeared to be spent. I could see her package shrinking away as her eyelids fluttered weakly. I laid next to her on the hay and focused on my own body, changing myself back before drifting off to sleep.

Author's Note: This is a one-shot idea for Animorphs that wouldn't leave me alone. Please review and tell me what you think of this idea. Also everyone should check out the stories of PD31, OneHorseShay, Twilight Warrior 627, illusorygentleman, SoraOblivion62, Fanfic-Reader-88, Darth Marrs, Zane's Girl-Jo, ben10987654321, Chunk127, Kenchi618, Kathryn Claire O'Connor, Hotstreak's crossover stories, kb0, SKRowling, Kixen, Makokam, eleanorr1gby, megamatt09, CalzonaAndDemi, Quitting Time, and Amiyrasmom. I also have two forums called Harry Potter Challenges and iCarly Challenges set up for the challenges I make for those two Fandoms so if you could please stop by those and take a look to see if one of the challenges interests you enough to do.