The moment Tails touched the totem, he felt intense energy searing into his body.
"Ah!" He cried out, stumbling back. He clutched his sides as he broke out into a cold sweat, his chest feeling tight.
"T-Tails?!" Wave exclaimed, surprised.
She stepped closer to him, reaching out a hand to steady him, but he pulled away instinctively. She tried to not feel a little offended by the motion.
"It hurts..." Tails whimpered, clenching his teeth. He let out a cry of pain as his shoulders seemed to compact into each other, losing their broadness. At the same time, his hips seemed to wrench outward, making an uncomfortable cracking noise. The fox gasped for breath, his namesakes flicking wildly. Wave knew she should do something, but she was frozen in shock and horror. What was happening to him???
Tails fell to his knees as he clutched his chest, his breathing ragged as pressure seemed to build and build with no release. His waist thinned, while his legs reshaped to be more bow-like. His face seemed to become rounder, his eyelashes lengthening, and his voice cracked, raising in pitch with every grunt and moan. Almost as if...
"No way..." Wave muttered, but it was becoming more obvious by the second. The fox boy was becoming a girl.
As the transformation continued, Tails' thighs began to plump with fat, her tails sticking up higher as her rear started to fill out. All the while, her gasps began to sound less like agony and more like pleasure, a blush spreading across her face as it became even prettier with time. Her chest heaved more and more, especially as breasts began to form, and Wave started to realize that she herself was beginning to feel less horrified and more aroused by the sight in front of her, her nipples beginning to throb strangely as she watched.
Tails' namesakes seemed to become even larger and fluffier, while her hair grew longer and longer, draping down her shoulders. Her breasts pushed outward more and more, growing ever more prominent, and she looked down to see that they were indeed full-sized E-cups, large enough to engulf her hands!
Wave knelt by Tails' side, rubbing her shoulders as it was the only way she knew how to help. Tails looked up at her, her shimmering blue eyes full of fear, shock, and... desire...?
"Wave..." Tails gasped, her voice now far more feminine and sweet. She moved forward, as if trying to climb onto Wave's lap. Wave's tits throbbed more and more the closer Tails got to her, and another kind of throb was soon to accompany it.
"Tails, what are you..."
"It's too much..." Tails moaned, rubbing her thighs together, "I can't hold on much longer..."
"Ngh!" Wave grunted as her breasts throbbed even more powerfully, lust shooting through her system, "Fuck, you're hot..."
"I need you..." Tails whimpered, "Help me..."
Wave could hardly resist the temptation. She was already so horny. She had just seen her friend transform into a beautiful woman. And now, she wanted to feel her up, all over. And her tits seemed to agree, the throbbing so powerful it was almost painful...
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