Counting Sheep

“It never works,” Ally said, twisting in her bed.  She wore fleece pajamas pants and a buttoned top while laying in her friend’s bed.


“Trust me, I do it all the time!” Jennifer said from the floor next to her.  She lay on a spare blanket with another covering her.  Her pajamas were silk – a luxury she paid for with her own money.  “My mother got me into it when I was little.  She always thought it was hilarious but swore it would help.”


“It’s just dumb,” Ally told her.  “A kid’s thing.”


“I’ll start,” Jennifer said.  She sat up, leaning against the bed while tucking loose strands of glossy black hair behind her ear.  Her silk top bulged slightly over her large breasts.


The other girl sighed, pulling the blanket up to cover her eyes.  She’d had nowhere to go over spring break so she’d followed her college roommate home.  When offered the chance to stay somewhere nice with home cooked meals rather than sitting alone in the dorms with microwaved food, she’d jumped at the chance.


“I’ll fall asleep eventually, seriously,” Ally sighed.


“One,” Jennifer counted.  She closed her eyes, picturing a beautiful green field and a simple white fence.  A happy, fluffy black-faced sheep trotted along.  “It helps if you picture it because it distracts you.”


“I’m not going to do it,” came the reply.


“Two,” Jennifer cooed, picturing a second sheep coming up to the fence.


The black-haired girl began rubbing her breasts slowly back and forth against the edge of the mattress as a deep-seated itch formed in her chest.  The gaps in her buttons increased slowly as her breasts began to grow.  She slipped her hand into one of the gaps to scratch at the bare skin.


“Three,” Jennifer said, distracted as she began to feel exceptionally warm.  Her finger dragged down, popping buttons free until her shirt hung open.  Her breasts swelled on her body.


“Four-er-er,” she stuttered.  The sheep in her mind tripped, catching its back legs against the top of the fence.  


The girl’s hand pulled at the soft belly she’d always had.  She could never find the right diet to lose weight so she had to make peace with being “fluffy” as her mom called it.  She pulled at her skin as her thumb rubbed a throbbing point below her belly button.


Tiny holes opened along her belly and white hairs pushed forth.  She sighed, releasing her belly as a large man entered her imagination.  He was dressed in flannel, thick of chest.  And naked, walking to the trapped sheep.  Her brow knit and she gasped quietly, her fingers moving further down along the soft wool beginning to coat her body.  She spread her thighs as her hand slipped into her pants.  A thick tangle of white hairs covered her mound.


“Uh, is there a five?” Ally asked.




Jennifer’s hand touched her pussy and her ears flicked.  Blacks hairs pushed through the skin of her cheeks and forearms as she lightly played with herself.


“I said, is- hey, is your shirt- what are you doing?” The girl asked curiously.  She leaned over.  “Are you-  Jennifer!”


“Wha-aa-aat?” Jennifer bleated as her fingers slipped into her wet pussy.  She bounced her ass up and down, fucking her own fingers.  Her pants grew tight as her hips widened and white hairs began to grew along her thighs.  


The black-haired girl shrugged out of her top and her breasts jiggled as she completely freed them.  She opened her eyes with a smile.


“Jennifer!  You’re- you’re- Umph!”  Ally was pressed back into the bed as the black-haired girl mounted her, covering her mouth with a kiss.  She protested, pushing and pulling but her struggles slowed as she gripped at the thick wool growing over the other girl’s back.


“You- you ca-ca-caaan’t-  What’s, oh god, what’s-”  Ally sighed, pushing up with a gasp as she began to sweat.  She pulled at her clothes until her own shirt was open and her chest was bare.


A tangle of thick gray wool lay between the brown-haired girl’s small breasts.  She grabbed at it and bleated loudly in pain.  Her breasts began to slide on her body, the skin stretching as they grew.


Jennifer grabbed her roommate’s hand, pressing it lower on her belly.  Ally felt a tiny, soft breast nearly hidden beneath the girl’s wool.  She looked up, breathing hard as Jennifer’s face began to lengthen.  She felt like she should be shocked but found herself growing more aroused instead.  She reached up, cupping the girl’s black-furred cheek before pushing her down.


Her roommate understood and she slowly brought herself back.  The girl’s delicate fingers grabbed at Ally’s pajamas and pulled, striping her naked.  Dark gray hairs grew among the brown-haired girl’s trimmed pubic.  Ally glanced down, tangling her fingers in the other girl’s hair.  She could see the back of Jennifer’s pajamas wriggling and then moving to reveal a short, hairless tail.


“Daa-aaa-aaamn!” Ally bleated, grabbing a handful of Jennifer’s hair.  The other girl was licking and sucking at her belly.  She moaned, glancing down to see the girl’s pink tongue flicking at a small nipple laying exposed on her stomach.  The skin around it was swelling gently.  Further down, gray hairs were growing from her thighs.

The brown-haired girl twisted her feet as her toes began to merge into two large masses.  She felt a flush of cold and then nothing more as keratin grew over the tips of her toes and her hooves began to form.  


“Jee-een-ifer!” Ally moaned, rocking her hips.  She felt tightness in her hips and her arms pressed against her swollen, aching breasts.  The weight of them was unfamiliar to her.  She’d always been slim, almost boyish.  But now, now her breasts pulled at her body.  The bones in her hips creaked as they widened.  A hot, wet tongue licked between her thighs and she buried her face in the bed next to her.


Ally’s head moved, pushed back as her face elongated.  She was surprised at how little pain there was.  Her head felt fuzzy.  She couldn’t remember anything she’d been doing.  She struggled to think of school or anything behind how amazing Jennifer’s tongue felt against her aching pussy.


Soft, furry fingers joined the tongue between her thighs and she gasped, squeezing her thighs against the other girl’s face.  She could no longer deny herself.  Her fingers explored her body, tugging and pulling and slipping through her soft, gray wool.  And down, down to her clit to help her roommate.


Her orgasm was sharp and sudden and she bucked, her hooves clacking together over Jennifer’s back.  She collapsed weakly on the bed, watching as her friend stood beside the bed, her black muzzle wet with Ally’s cum.


She was pure white except for her muzzle, arms and legs and she stood on thick legs that ended in split hooves.  And she was gorgeous.  The other girl stepped back onto the bed and lowered herself carefully down to Ally’s face.


“That’s one,” Jennifer said softly, counting their orgasms.  “Now let’s- aaah!”


Ally held her open, licking between the girl’s hidden pussy lips, all thoughts of sleep vanished from her mind.

Leave a Reply