It was a normal day and Germany and Italy had been running from Britain and America.

"Hey you bloody gits, get back here!" Britain shouted. He and America stopped running.

"Kay, now its time for plan B. Britain, we have no other choice," America stated.

"Fine," Britain replied raising his hands and starting to chant something indistinct.

Italy grabbed Germany's arm now scared, Britain was known for his black magic but he never thought he'd actually use it. Something zapped them both and Italy yelped out in surprise and pain, next thing he knew he was down on his knees. He blinked a few times and then screamed.

Germany also felt a slight pain and felt Italy let go of his arm. He blacked out for a few seconds, when his mind came back around he heard Italy scream.

"Italy, are you…?" His sentence was cut off. Italy looked up to where he had heard his name.

"EH! Germany we have tails and ears!" Italy squeaked looking at Germany's cat ears and tail. "What happ…?" Italy said stopping in the middle of his sentence his eyes widened with realization. He jumped up remembering that Britain and America were after them. "Get up Germany we have to escape" Italy said grabbing his arm and pulling him up, Germany was still in shock. Italy took off running, he gasped at how much faster he could run then before there change. Now he was agile and not clumsy.

"Crap, our plan back fired," America complained, as Italy and Germany disappeared.

Germany looked at Italy and still couldn't believe his eyes. Italy had dog ears and a dog tail. Then it all came back to him that they were running away from America and Britain. He hated running away but when you have to you have to.

"Italy, wait, slow down!" Germany yelled, Italy was still holding his arm while he ran unnaturally fast, even for Italy. Italy slowed his pace way down, panting.

"Sorry," Italy huffed. He stopped all together, still holding Germany's hand. He looked him up and down, giggling. "Aw, Germany you look so cute," Italy smiled reaching up to rub Germany's cat ears. Italy's tail started to wag, feeling this against his legs he turned his head around looked at it, and started to laugh again.

Germany blushed and turned his face so Italy couldn't see it. He noticed Italy's tail wag as well. He tried to hold in a small laugh but it slipped out.

"I think we should keep going" Germany said while pondering what America and Britain would do with them if they were to catch them in this state.

"Alright, but where will we go? The closest place to hide would be the forest. They would never find us in there," Italy suggested while letting go of Germany's ears. "What do you think?" he asked while he looked back at his tail again, he swished it around.

Germany wanted to growl from the loss of Italy petting his ears.

"Then we don't have any choice other than to go hide in the woods," Germany agreed as he pulled Italy by the hand in the direction of the forest.

"Yes sire! But, we should probably move faster." Italy said taking the lead. He ran pulling Germany along side him.

Its not like Germany was slow he could run as fast as Italy could but being Germany, he knew he didn't like running away from a fight, so Italy always had to give him a little tug.

They ran far into the forest losing sight of America and Britain. Italy slowed his pace and started scanning. He could see farther, hear better and smell everything around him. It was a little too overwhelming. "There's a hollow tree not too far over there" Italy said pointing to the left of them. Germany nodded and looked in the same direction that Italy said the tree was at.

"How can you see that?" he asked. Germany thought the way Italy was acting was weird. Being able to run faster them himself. Sure he usually did when Britain was chasing him, but now it was different. He felt weird himself also. He could also see, hear, and smell everything better than before.

"I think it was our change," Italy suggested starting to walk in the direction of the tree, still holding Germany's hand he lead him.

After awhile they made it there. "Aw, we made it," Italy said lying down and rolling up into a little ball. Germany watched Italy lay and curl up into a ball while he just sat down next to him. Forgetting that he had a tail he had accidentally sat on it. This sent a sharp pain up his back. He cursed and moved his tail.

"Now what do we do?"

"Hmm….who knows?" Italy said staring at Germany's tail. He started petting it, making his tail start to wag again. "We should probably wait till those two give up," he suggested.

Germany had a purr start up in his throat. The way Italy was petting his tail felt…he shook his head and stopped the purr before Italy could notice.

"Umm… I guess I'll stay up on the first watch," he choked out.

"Okay," Italy smiled. He stopped petting Germany's tail, Sprawling out and wrapping his tail around his waist. "Wake me when it's my turn, Kay?" he asked closing his eyes. "Buonanotte" he said cheerily.

Germany smiled his best smile at Italy and turned his head checking the opening of the tree. He looked back at Italy and smiled again, he looked so cute with dog ears and a tail. He had this urge to scratch in-between his ears but he decided not to. He looked away from Italy and the wind started to get colder so he started to rub his arms to keep himself warm.

Italy whimpered then snuggled into Germany's side. He sighed when he pressed himself against the blond taking some of his warmth for himself.

Germany looked down at Italy and wondered if he was cold. "Are you cold?" Germany asked the almost out brunette as he took off his jacket and laid it over him. Germany wasn't that cold anymore for some reason.

"Hmm" Italy mumbled nuzzling up on Germany's leg. He cuddled up in Germany's jacket and inhaled the scent of it. Germany tried not to blush when he heard Italy smell his jacket.

"Are you warmer now, Italy?" he asked him.

"Yeah, but Germany is warmer" Italy sighed snuggling in closer, rubbing his head on Germany's hand.

He smiled as Italy rubbed his head on his hand. Germany found it funny at the thought that Italy was acting just like one of his dogs did back at home. Before Germany could stop himself he ran his fingers through Italy's hair, brushing across his curl. Italy whimpered with joy at the feeling and turned with out thinking and licked Germany's hand. In shock Italy jumped up off Germany panicking from his actions. Germany realized what he had done when Italy scrambled up.

"Oh Gott, Italy. I'm so sorry I didn't mean to do that." Germany felt his face get hot he thought he was going to catch on fire from embarrassment.

Italy put his hands to his face blushing insanely feeling the tingle still go through his body because of his curl being tugged. He was so embarrassed from licking Germany's hand. Italy nervously laughed dropping his hands.

"Ok…so …now what?" Italy questioned trying to force his blush away and the lingering feeling.

Germany also laughed nervously and shrugged. "I don't know what we do now" Italy thought, His eyes closed. He still felt tingly. He walked over to Germany

"Well…" he tested moving over to Germany. Italy sat next to him leaning against his arm starting to stroke his tail again while rubbing his head against his arm.

"I-Italy what a-are you d-doing?" Germany stumbled over his words because whatever Italy was doing was sending shivers down his spine.

"Nothing…why?" he said smiling sweetly at Germany. He moved his hands on his tail rubbing down. "Do you like it?" he asked still snuggling against him, "Hmm?" He questioned.

More shivers ran down Germany's back, He knew his face was beet red now.

'This is so weird' Germany thought to himself. 'Italy has never acted this way before.' He almost moaned from the way Italy was stroking his tail. It was making him insane. Germany grabbed Italy's hands and asked nicely "Italy please stop."

"Why?" He asked innocently moving his hand to Germany's ears. "Does it feel weird?" He smiled again innocently. Italy looked up into his eyes. "Aw, Germany you're all red" he said slightly moving his fingers across Germany's face.

Germany looked in Italy's eyes and started to do something he never thought he would do. He leaned closer to Italy wanting to kiss him. He stopped a few centimeters away from Italy's lips and leaned back.

"You…. should… go back to bed so you don't fall asleep on your turn to watch." Germany coughed.

Italy pouted, and then slightly glared at Germany. He stood up and plopped down a few feet away. "Kay" he said laying down and closing his eyes pretending to go to sleep.

Then Germany saw that he should have probably gone with the feeling because Italy seemed pretty upset about it which was another unusual thing for him.

'What came over me' Germany thought. He had just almost kissed his best friend. He sat there for awhile longer, his eyes started to get very heavy. Before he knew it he was out cold. Italy cursed in Italian when he saw Germany fall asleep. He sat up his dog instincts turning on. He scanned the area around them and then scooted towards Germany. Italy took Germany's hand into his own. He kissed Germany's mouth smiling.

"You owed me that" he whispered to himself. He giggled then started to pet Germany's head. It calmed him down. Italy laid down snuggling up to Germany their hands still intertwined. He slowly drifted to sleep as well. Germany opened his eyes and it was lighter out then when he had last saw it.

"Verdammt!" he whispered. He tried to move but he felt something warm against him. He looked down and there was Italy and he was holding Germany's hand. Italy always looked adorable when he slept but now with the dog ears and tail it just made him look angelic.

'No what am I saying this is not me' Germany screamed in his head. 'I swear when I get my hands on Britain he's going to pay.' He looked back at Italy again and he stared at him for awhile. He leaned down and kissed Italy on the mouth. He pulled back up with really hot cheeks.

Italy opened his eyes after feeling something against his mouth and there was Germany pulling back blushing. Italy pushed forward smashing their lips together. It was so quick. Germany didn't think that Italy would wake up and do that, but he didn't care. Germany pushed all other thoughts out of his head and focused on Italy. Germany let go of Italy's hand and pulled him closer to himself and then he used his tongue to open Italy's mouth so he could get a deeper kiss.

Italy groaned pressing deeper, letting Germany explore his mouth. He wrapped his arms around Germany's neck. He pulled back for air soon realizing their position of Germany over him and himself being directly under him. Italy started growling in a seductive way. He licked Germany's cheek then stared into his eyes. Germany stared into Italy's eyes as he played with his hair and ears. Some of him was saying this is SO wrong but another side was saying DO IT!

He leaned down to give Italy another kiss but instead licked Italy's cheek like Italy had done to him. Italy giggled pulling Germany's face back up to his smashing his lips to his own. Italy wrapped his arms back around him and ran his fingers through Germany's hair while occasionally rubbing his ears. Germany had shivers go down his back at the feeling of his hair and ears being messed with. He pushed deeper into the kiss and started to undo Italy's jacket and belt. His hands were shaking with excitement so he had troubles with some of the buttons.

Italy pulled his jacket off. Italy's heart was pounding. He could swear anymore adrenaline and it would explode. Then he turned the tables by flipping them over so that Germany was pinned to the ground and Italy was on top. He pulled off Germany's tank top. Then latched onto the junction between his neck and shoulder there he sucked, bit, and licked. He pulled back admiring his work and thought to himself 'yep that will be a nice hickie and will be hard to hide' when Italy bit Germany he couldn't help but moan. He flipped them back over in the position with Germany on top again. He unbuttoned Italy's shirt and pulled it off. He started to travel down Italy's body with kisses while then starting to unbutton his pants. Italy slid out of his pants starting to undo Germany's and taking them off, both of them now bottomless.

Italy thrusted up, grinding against Germany. Germany gasped when Italy grinded against him. Then Germany smiled and started to move down Italy's neck with kisses and licking him occasionally. Then he moved up to the side slightly under Italy's jaw. There Germany lightly licked, bit, and sucked. He started to again lick and kiss down Italy's body. Italy moaned tilting his head back. He pulled himself closer to Germany.

"M-more" he stuttered again grinding against Germany. Germany brought one of his hands up to one of Italy's nipples and started to play with it while he took the other in his mouth. "Uh!" Italy gasped "More" he again insisted getting impatient. Italy started wiggling his tail wouldn't stop wagging. His body felt like it was on fire and just burned more every time Germany touched him. Germany loved the way Italy said his name. He chuckled against Italy's skin and started moving down his body again. Germany could feel Italy's body getting hot and he could tell Italy was getting impatient so Germany glided down his body until he came to his length. He lightly ran the tips of his fingers over Italy's length. "a-a-ah" Italy exhaled shakily. His breath hitched picking up speed. He couldn't hold back and let out a shaky moan. "Mmm L-Ludwig" His hips started thrusting forward. Germany loved the way Italy was moaning his real name. Germany started to pump Italy harder forming more of a rhythm. While Germany did that he licked, nibbled, and kissed Italy's lower stomach dipping into his belly button.

Italy groaned. "Aw L-Ludwig" he lifted Germany's head then grabbed his wrists stopping him. Italy panted heavily "no…more teasing" Italy took one of Germany's hands and started sucking on his fingers. He coated them completely in his saliva while keeping eye contact with Germany. A purr started up in Germany's throat and came out as a moan when Italy pulled his fingers out of his mouth making a popping sound. Germany knew what Italy wanted so he sat up just a little more and laid his other hand on Italy's hip. He pressed a lubricated finger into Italy's entrance. Then he started to move his finger in and out. He soon added the second finger and began to scissor the two, stretching Italy carefully. Italy whimpered pressing his body down on Germany's fingers.

"I-I'm r-ready now Ludwig" Italy breathed out heavily not able to catch his breath. Germany didn't want or like to hurt Italy, but Italy looked alright so he slid another finger in and waited for Italy to get use to the new feeling before he started to slide his fingers in and out of him. Italy grunted from the slight pain as the next finger was put into his entrance. After awhile of Germany waiting Italy started pressing down on his fingers. "y-you gotta move now L-Ludwig" Italy complained trying to push his fingers deeper into his body by forcing his hips down on them.

Germany kissed Italy on the mouth. He took his throbbing member and lined it up with Italy's entrance. He looked up at Italy questioning with his eyes. Italy grabbed the back of Germany's head and pulled his lips to his giving Germany a smoldering kiss. Italy pulled back keeping Germany's face close to his own and whispered "Ludwig I want you inside me". Germany smiled and slid his member into Italy's tight entrance. Italy gasped, pain shooting all over his body. He grasped Germany's shoulders trying to hold back his screams.

"Ah merde" Italy whimpered. He shifted his hips starting to get used to Germany's large size. He relaxed a little the pain fading little by little. He wrapped his legs around Germany's waist. Italy gave Germany a slight nod. Germany waited for Italy to get ready before he started to push in and out. It took him a couple of times to get into a rhythm. He started with a slow and easy tempo and then went a little faster after awhile. Italy's breathing was so shallow he couldn't tell if he was holding his breath most the time. "Lu-lud-ahh" Italy's body was so hot it felt like he was going to explode till

"Ahhh" Italy screamed in pleasure. "Please d-do that a-again" he begged. Germany wasn't quite sure what he had done but he tried his hardest to hit exactly the same place he did before. It seemed Italy like it a lot so he did what Italy begged him over and over. White sparked behind Italy's eyes as Germany kept pounding into that one spot. Italy quickly grabbed his curl pulling on it making him moan louder with this all going on he wouldn't last much longer. Germany also knew he wouldn't last much longer either. He looked down at Italy and watched him pull on his curl. To Germany it looked like it turned Italy on even more when he pulled on and toyed with it.

'ill have to do that next time' Germany thought to himself. "I'm n-not gonna last" Italy said meeting Germany's thrusts. "Me neither…" Just when Germany started to say something he came inside the small Italian. The feeling of Germany releasing inside of Italy sent him over the edge "Uhh Ludwig" Italy screamed his name releasing all over their stomachs. Germany felt Italy tighten up as he released on their stomachs. He collapsed onto him but in a position that wouldn't crush Italy. Italy took deep breaths trying to calm his heart rate down then turned to Germany and asked "Are you ok?" Germany looked Italy in the eyes and smiled. "Ja, I'm fine just out of breath." He said as he moved up and planted a kiss on Italy's lips. "Mmm" Italy mumbled pressing into the kiss.

He pulled back smiling. "I love you Ludwig" "I love you too Feliciano" Germany said as he got off Italy and laid next to him. Italy snuggled up next to him "Yay" his tail wagged as he tried to snuggle closer to keep warm as morning slowly came. Germany wrapped his arms around Italy to bring him closer and he started to pet his hair. He came across his dog ears and the question popped up in his head. "Italy, is the only reason we did this because Britain changed us into this?" "I don't know" Italy mumbled. "Maybe" he whispered a little depressed.

"I hope not. This is the happiest I've ever felt for a long time" Germany said as he kissed Italy on the forehead. Italy giggled "Me too" he put his arms around Germany's neck pulling his face closer to his own. He smiled barely touching their lips together. Germany chuckled pulling Italy into another kiss. Italy smiled.

"I'm sorry about this but we should probably get a move on the sun is coming up which gives America and Britain a better chance of finding us." Italy whispered. It was the first time in his life that he had ever been mad at the sun. "Yea we should be going" Germany said sitting up and grabbing his clothes and putting them on. Italy whinced but also found his own clothes and put them on and then they were on their way.