His girlfriend Nina, wearing a sticky pearl necklace.

Right in the middle of his room, Nina was dabbing at wet spots on her blouse, clear, pearly strands criss-crossing on the fabric where Roy had blasted her chest and neck inadvertently. He winced a little - he probably had ruined his girlfriend's favorite top. Luckily, Nina didn't seem disgusted, but intrigued instead, a stark contrast to her interrupted cursing. She sniffed the sticky fluid coating her fingers curiously before giving it a lick, her eyes closing as a shiver ran over her body.

"Roooy~" Nina's voice sounded husky with arousal and need as she came sashaying over to where her boyfriend was lying, all three cocks standing at attention and oozing a few more drops of cum. "What did we say about starting without meee~?"

"Uh, n-nothing? You always..." Roy replied, unsure where this was coming from. Usually, Nina was a bit of a prude, barely willing to try out anything except missionary, preferably in the dark. Now, she was cupping her breasts, smearing around his seed before beginning to unbutton her blouse as she stepped over to him, hips swaying left and right.

"We said that I like to watch, lover boy," Nina interrupted him, standing over Roy and pulling open her blouse, giving her boyfriend a nice view of her plain bra from below. And although Roy's tits were almost twice as big as hers, he felt his three cocks tremble and lurch, the one between his legs smearing the hem of Nina's pencil skirt with cum as she began lowering her hips.

When Nina was sitting on Roy's lap, his cock was trapped between her soft belly and her skirt, the hard bulge pressing against the fabric as the head smeared her pantyhose with cum. Roy's stiff, throbbing nipple dicks had slipped to the right and left on Nina's body, pushing into the sides of her pert tits. Taking Roy's head into both hands, Nina pulled him towards her and kissed him deeply, her tongue questing forwards and licking up a little of his seed that was still coating his tongue.

"Mmmh, you taste soo good..." Nina cooed as she pulled back, shifting one hand to the back of Roy's head and pulling down one cup if her bra with the other before shoving him against the rock-hard nipple capping it. Roy lost no time and sucked it into his mouth, letting his tongue play over it, thrilled at the eagerness his girlfriend suddenly showed and determined to respond in kind.

"Aammhh yesss..." Gyrating her hips to rub herself against Roy's cock, Nina stripped off her blouse and threw it to the floor, gasping when her boyfriend grabbed her ass and began groping and massaging it through the fabric of her skirt. Roy moaned into her chest when he felt Nina caress and squeeze the side of his breasts, the tingling sensation shooting right into his nipple cocks, making them ooze their milk and coating Nina's sides in slippery goo.

And as before, Roy felt the nipple in his mouth begin to change, only this time, it wasn't his own. But it wasn't lengthening, poking into his mouth; instead, it seemed to become puffier, softer, extending sideways in a line, until suddenly, Nina's nipple pulled backwards and into her breast. **** to keep sucking on it, hearing the sweet moans it elicited from his girlfriend, Roy plunged his tongue inside what he realized almost felt like lips and felt himself greeted by a slimy, slick appendage that almost felt like... a tongue. Roy suddenly felt a sense of deja vu as he found himself making out with Nina's breast, the lips that had replaced her nipple and areola enthusiastically kissing him back, her tongue wrestling with his own as her saliva-slick lips slid against his own.

"God, yes, baby... feels so good..." Nina breathed, arching her back as her boob mouth kept locking lips with Roy. "Mmmgh... do... do my other tit... pleeeaase..."

Unwilling to leave his girlfriend lopsided, Roy let go of her ass with his right to free her other breast, his left meanwhile sliding under her skirt to caress ther thigh through her pantyhose. Once the stiff nub was freed and trembling in anticipation, Roy extricated himself from Nina's needy left breast with a lew slurping sound and wrapped his lips around her right nipple, eager to feel it change, feel it kiss him back.

It didn't disappoint, seemingly just as eager to become lips as Roy was to feel the transformation happen under his ministrations, and within what felt like seconds, Nina's right boob looked once again identical to her left - and was just as needy, hungrily kissing Roy and thrusting its tongue into his mouth. Nina's left tit, apparently feeling a little lonely, suckled and slurped the air, the tip of its tongue tickling Roy's ear.

"Ffffuuuck, this feels so weird," Nina moaned, a squelching sound to Roy's right revealing that she was fingering her unattended lipple with one hand. "But sooo amazing..."

Bending in the middle so she could angle her hips forward, Nina began grinding her damp crotch into Roy's rock-hard pole - and suddenly, he felt his left dicknipple poke into the underside of her breast, the drooling tip smearing the soft flesh. Nina, of course, wasted no time and pulled her boob mouth downwards until it could lick the underside of Roy's nipple cock, pulling it inside the puckered lips.

"Annngh, Nina!" Roy gasped, arching his back to push his dicknipple deeper inside, his lips regrettably losing contact with her right breast. But already, he was dimly aware of her now freed lipple reaching for his other throbbing dicknipple with its tongue. "I-it feels ... so hot!"

"I... I know," Nina gasped, sharply drawing in breath as she guided Roy's right dicknipple into the slurping mouth on her breast and greedily sucked it in, both lipples letting their tongues swirl around Roy's glanses. "You're so fucking hard, and it tastes incredible... I... can taste with my boobs?"

"Woah," Roy breathed. This was all too weird, but if having three cocks and amazing tits was wrong, he didn't want to be right. Taking the back of Nina's head in one hand, he mirrored her and pulled his girlfriend into a deep kiss, letting her taste her other mouths as their tongues danced and their tits were mashed together, Roy's dicknipples bottoming out while Nina's tongues lapped over their lengths greedily.

Nina moaned into Roy's mouth, pushing him over until he was lying on his back and began wriggling around on top of him. Through the haze of pleasure assaulting him as his dicknipples were licked and sucked and his cock sandwiched between their bodies, Roy barely realized she was shimmying out of her pantyhose and panties until he felt Nina's sopping wet cunt drip onto his balls.

"Gaawwd, I need all of them inside me, Roy," Nina gasped after breaking the kiss, fixing her boyfriend with a stare full of smoldering lust. "Fuck me, lover boy. Make me see stars!"

Raising her butt, Nina felt around between them until her hand wrapped around Roy's throbbing shaft. She angled it upwards, rubbing it over her squelching labia and mixed her own juices with his before plunging down, her overflowing cunt taking Roy to the hilt without any trouble.

"Aahaaannhh!" Their moans intermingled, Roy's hands digging into Nina's back as his hips bucked involuntarily, his thrusting dick sending spurts of pre into her depths while Nina's lipples coaxed a steady stream from Roy's dicknipples. He felt near delirious with pleasure, the silken, wet heat of his girlfriend's tunnel and mouths doing its best to overwhelm him, his two new erogenous zones feeling more than on par with his main cock.

"It's... it's huge! Did it get... bigger?" Nina babbled breathlessly, gyrating her hips on top of Roy. Leaning down to kiss him hungrily, she began pushing back and forth, intent on scratching the itch that was building within her. Roy groaned, his eyes fluttering closed as his cock was bent back and squeezed tightly by Nina's snatch, her juices dripping down his length and onto his balls. His breasts and all three dicks throbbed in time with his racing heartbeat as he thrust upwards to meet Nina's rising and falling, slapping sounds of skin meeting skin filling the room.

Roy could feel Nina's hot breath mixing with his own as they drank deeply from each other, his skin tingling and heating up until it felt like he was on fire - a lustful fire that burned away Roy's inhibitions and left him wanting more. Lucky for him, Nina obviously felt the same, her increasingly frenzied motions making their connected tits wobble and jiggle wildly between them. Ending the kiss, Nina gazed down at Roy, eyes almost closed and a open-mouthed, lustful smile on her face.

"Ah! Ah! Yes!" Squealing out her bliss, Nina slammed her pussy down on her boyfriend's cock, a mix of girlcum and pre squirting out whenever Roy's upward thrusts met her descending hips. "Split me open, pound my pussy, fuck meee~!"

Amazed that Nina even knew that kind of dirty talk, Roy did his best to fulfill her wishes, hammering away at her snatch even though his muscles ached. Roy's jiggling boobs, on the other hand, felt heavenly, all slippery from where Nina's boob mouths drooled over his nipple cocks, only their insistent sucking keeping the throbbing, tingling fucksticks firmly inside them, friction all but gone from between their busts as they pushed against each other.

Slamming down her hips, Nina began grinding her pussy down into Roy's crotch, breathing heavily as she lifted her body up, pulling her boyfriend's dicknipples and breasts with her, Nina's lipples slurping and sucking desperately as they began losing their hold on Roy, tongues twisting and wrapping around his lengths in an attempt to hold them inside.

"You're so deep inside," Nina gasped, one hand rubbing over her lower belly as if she couldn't believe Roy actually reached that far before slipping deeper to toy with her engorged clit, hips never stopping their circulation. "And my tits f--fuuuck..."

With her left having found her clit, Nina had promptly lost the ability to form sentences, only helpless moans forming on her lips as she fell forwards onto Roy, mashing their breasts together and forcing his dicknipples in as far as they would go. Roy hugged her close to his body and rolled both of them over until Nina was below him and he was on top, all three dicks remaining inside her, neither boob mouths nor cunt willing to let them go.

But now, even with their legs hanging over the edge of the bed, Roy had a much better angle to give his girlfriend a proper pounding. Raising his body on his elbows, Roy began thrusting into Nina, feeling the head of his cock slide over her slick folds just as the heads of his nipple dicks were ravished by the slick tongues in her lipples. Even with his recent orgasm, Roy could tell he wouldn't be able to hold on much longer; in fact, he could have sworn he had gotten more sensitive, still was in fact. The tingling, throbbing arousal from his dick and his nipple cocks seemed to spread outwards, radiating into his body.

"Oooh f-fuuuck, Nina, I-- I think I'm cumming," Roy squealed, his voice sounding much higher then normal, downright feminine even.

"D-do it!" Nina managed between gasps and moans, her barely focused, but still looking up at his face. "Cum inside, fill me up, fill my titties up!"

Hearing his normally so shy girlfriend beg for his cum was too much for Roy. With a rising scream, both in volume and pitch, he felt all restraint evaporate and hot seed burst forth from groin and breasts simultaneously, filling Nina with his swimmers in sizable globs, rope after rope of jizz shooting into her breasts and pussy. The feeling of Roy's cum spilling into her sent Nina over the edge herself, and her snatch clamped down on Roy, twitching, quivering muscles milking out everything he was able to give and still wanting more as Nina screamed in bliss.

The mouths on Nina's breasts intensified their sucking, noisily slurping up the hot milk spilling out from Roy's breasts, and before his eyes, it seemed like Nina's tits began to bulge, much like the cheeks of a pornstar that had taken a load much to big for her into her mouth. But it wasn't just his mind playing tricks on Roy - Nina's boobs actually were swelling, rapidly at that, packing on cup-size after cup-size with every glob of cum Roy shot into them.

When Roy's orgasm had finally subsided and Nina's lipples had taken every last drop they could get, still suckling and slurping as if they expected more, her breasts had more than tripled in size, leaving Roy's in the dust. Even the lips on Nina's tits had plumped up, becoming far bigger than the ones on her face, perfect for their purpose of sucking and slurping on Roy's cocks. A happy, satisfied expression on her face, Nina smiled up at Roy and turned her head to keep looking into his eyes as he collapsed next to her, her lipples loudly slurping as they let go of Roy's dicknipples.

"That... was amazing, lover boy..." Nina whispered breathlessly as her hand quested for his, squeezing it tightly when she found it. "I actually did see stars. Without a doubt the best sex we ever had."

(AUTHOR'S COMMENT:)
Long chapter is long. That said, this side story will likely only have one more, short chapter where they take stock of their changes. But feel free to suggest/request transformation themes for other side stories and I'll try to put them in. And who knows, if I get that lipple/dicknipple itch again, I might continue this after all.