WARNING: The following contains graphic descriptions of alien physiology that might be disturbing to some readers. Read at your own risk! The author takes no responsibility for any unwanted images, thoughts, or dreams that may occur as a result of reading this story. Remember, what has been read can not be unread!

Chapter 2

Ro... Round two? was all I could say. She had to wait until I was almost finished demorphing to tell me that there was going to be a round two!? We could've saved a lot of time and energy if I had stayed in my morph. And I didn't really want to go through that whole tongue thing again...

"Yeah, round two," Rachel continued as if she'd been planning it from the start. "I've had my fun being a male, but I don't think you've cum yet, have you?"

Um... I responded slowly, no. No I haven't.

"Well," Rachel said with a small grin, "then I think it's time for you to switch back to your original gender so we can fix that..."

I was a bit surprised to say the least. Even though Rachel had "persuaded" me to morph her and to have sex using her body she was going to let me have sex with her normally anyway? I kind of felt like she tricked me into acquiring her just so she could see what it was like to have sex as a bear...

So, I began slowly, you want me to morph into my human form? What about that whole 'missing condom' thing?

"I didn't say anything about your human form," Rachel responded quickly. "That's the whole reason we're trying something new in the first place. Pick something else... It's only fair since, you know, you just had sex with a bear..."

I stood there in silence for quite a while before finally saying, Um... like what?

"I don't know," Rachel said quickly, "surprise me." She then turned around and started to slip her leotard off.

I was so confused and shocked at that moment that it was amazing my brain could still manage to make my body breathe correctly. Was Rachel really asking me to have sex with her... as an animal? Was she really into that type of thing? I guess that I passed the whole bear thing off as what Rachel said it was: a desperate attempt to have sex given the current circumstances. But now that I was pretty sure she had planned this all from the start (she seemed to know exactly what was going on and how to get me to do whatever she wanted me to do) I began to look at Rachel a bit differently. I mean, was I okay will all of this? I can't say that my life has been 'normal' up to this point or anything, but doing something like this just seems... weird to me. I can understand if Rachel doesn't want to have sex with me while I'm a human without having some condoms for obvious reasons, but could this be the only alternative? Isn't this a bit... taboo?

It took me some time to finally come to a conclusion but I wanted to make sure it was the right one. I eventually decided that no matter what form it takes it all boils down to Rachel and I becoming as close and intimate as possible. Even if Rachel's in her bear morph she's still her and I'm still me even if I'm in her morph as well. Just because the bodies change doesn't mean that the act of having sex is any less... representative of our feelings for one another. Rachel doesn't need to have sex with my human morph to show that she loves me. Although the physical characteristics might be different the feelings deep down inside are still the same. If Rachel wants to feel something different on the outside then that's fine with me just as long as the same feelings remain on the inside. She's my girlfriend and I'd do anything I possibly can to make her happy. And if that includes morphing into something to have sex with her then so be it! And... I'm not going to lie... I think I enjoyed being screwed by a bear a little bit more than I thought I would...

But now that I had that sorted out I still had another problem. What was I going to morph into? I mean, I didn't really have all that many morphs. And out of all the ones I had very few of them were big enough to... well, to be of any pleasure to Rachel. But after thinking for a moment or two I finally came up with a decent morph to use and started to morph. If Rachel wanted things to get weird then I certainly wasn't going to disappoint her.

Once I was finished I turned all four of my eyes towards Rachel and said, How about this morph?

Rachel quickly turned around and seemed quite surprised when she laid eyes on my blue body. "Oh wow," she said, "this might be a bit interesting." After a pause she added, "I'm not quite sure what to expect really."

I know just as much as you do about that kind of stuff, I answered back quickly. Ax has never mentioned anything about it and I never really wanted to ask. You wanted to try something different? Well, here's your chance.

Rachel slowly got to her feet and started walking over to me. She looked a bit nervous but she still looked like she was going to give it a try no matter what. It was at this point however that I was quickly reminded of one little detail I had somehow managed to forget about her. She was now completely naked.

It didn't matter whether I was an Andalite, a human, or even a hawk. Rachel's body was so beautiful that I couldn't help but feel my breathing get a bit faster and my brain turn into mush as she made her way over towards me. And when she reached out with her hand and gently placed in on my "stomach" I couldn't help but feel my breathing start to get really fast. As she ran her hands through my fur and down my sides I felt shivers go down my spine which spread quickly throughout the rest of body. By this point my breathing was... well, it was getting really fast. Almost as if I was hyperventilating or something. I didn't need THAT much air, did I?

Just as Rachel reached my rear end I felt something near the middle of my stomach spontaneously open as something else began to moistly unroll itself out into the cool night air. It didn't take me long to figure out what it was, and it didn't take Rachel very long either.

I heard her gasp as she saw what I could only feel and hear. She kneeled down at my side and began to watch as my cock quickly began to grow. But it didn't quite grow like a humans would. I didn't see it myself so I can only say what I felt, but I don't think it filled up with blood exactly. You see, after every breath I took I could feel a pleasurable tickling in my cock as it seemed to grow a little more. And at the rate I was breathing my cock seemed to reach it's final size fairly shortly. Once I felt my cock being, um, stretched to a certain limit I noticed my breathing start to slow down and become reasonable again.

There was an awkward silence between Rachel and I as no one quite knew what to do next. But Rachel, being in the dominant sort of mood that she was in tonight, eventually took the initiative and slowly placed one of her hands on my now completely erect cock.

I couldn't help but let out a long moan at the sensation I felt. Her hand felt completely different that it did when I was a human. Whenever she touched me as a human I would always get a tingling feeling right around the area she touched me. It didn't really spread around all that much. As an Andalite however things were a little bit different. Since my cock was full of air (so I guessed at the time) wherever she touched it the feeling got spread out across it's entire length due to the change in air pressure inside. Sure, there was a bit more sensation right at the point of contact, but I could feel the pleasure up and down the entire length and it felt absolutely amazing! The feeling itself was eerily similar to what I felt as a human, but I guess if mother nature's found a good thing for one species why change it? I didn't mind at all.

When Rachel started to slowly squeeze my cock I really started to go insane though. The pleasure was immense and it reverberated all the way down my cock each and every time she gave it a decent squeeze. I even lost control of my morph for a short period of time and began to thrust slightly. (An Andalite's cock is in a weird spot in relation to an Earth animals. It's not between the back legs where most animals would have it, it's sort of in the middle of the stomach area. And to make this work an Andalite can't just thrust like you might imagine. It has to squeeze it's back together to form a little hump right above where the cock is and relax so that the cock can move back and forth. It sounds kind of weird I guess but Andalite's are just built to make that kind of motion seem natural. I was able to do it without any problem when I needed to.)

After a few back contractions and releases Rachel quickly took her hand off my cock and moved away from me. I guess she was kind of scared that I might hurt her or do something crazy if I lost control of my morph. I can't really blame her though. I can only imagine how intimidating it must feel to kneel next to an erect Andalite knowing what's coming soon.

"Sorry," Rachel said as she got back down to her regular position, "I just thought that..."

It's alright, I said before she could finish. Keep going! That felt amazing!

"Well," Rachel replied in a sly tone, "If you liked that you're going to love this."

I couldn't quite see what she was doing underneath me even with four eyes, but I did see her shift her position a little bit. She had gone underneath me a bit further and I was about to find out why.

All of a sudden I felt a warm and wet... something touch the tip of my cock and begin to trace it's way around it. It felt good, but no where near as good as the squeezing had. And then as suddenly as it started it came to an end as I heard Rachel say, "Well, that's... different."

What's different? I asked quickly.

"It kind of tastes like metal... and crayons..." Rachel replied slowly.

I couldn't really think of anything else to say to that, but luckily for me she continued to run her tongue over my cock again without much of a pause.

I enjoyed the treatment for a little bit, but I was slowly getting a bit frustrated with the lack of pleasure. The surface of an Andalite's cock didn't seem to be all that sensitive. It was much more about having something wrapped around it than just touching it. And after a while I finally said, Hey Rachel, how about sucking on it for a bit? Do you mind? I didn't even hear a response before I felt the tip of my cock enter her mouth.

Now THAT was more like it! THAT was what sex was supposed to feel like. Even if Rachel had only managed to get the tip in it still felt absolutely incredible. Her lips provided a decent amount of pressure and therefore pleasure while her gentle sucking was driving me insane! The pressure variations were being felt up and down my entire cock and I'd never felt anything quite like it before. Having an entire (and somewhat big) part of your body feeling that much pleasure was something my human mind couldn't really comprehend... not that it was really trying to at the moment or anything though. My entire mind was simply swirling in a sea of pleasure and I was lost in the middle of it all somewhere floating along on an rubber innertube. That is, until it suddenly stopped.

It took me a second to recover from what I had been feeling before I finally realized that Rachel was trying to say something to me. Wh... what? I asked while my brain was still coming back to reality.

"Jeez," Rachel started again, "if it really felt that good then I've got to try it sometime. Anyway, like I was saying, how about helping me out a bit as well?"

I searched around to try and find what Rachel was talking about, but after swinging my head around a few times Rachel finally gave me a clue. "Look beneath you," she said getting kind of annoyed that I couldn't find it. I had to bend my upper body over to get my stalk eyes to bend far enough so I could see in the very dim light, but when I did I was greeted with the most beautiful thing in the universe, Rachel's ass.

It took me another short moment to figure out what Rachel was trying to get me to do, but eventually it hit me like a ton of bricks. I was kind of embarrassed that it took me so long to figure it out and that I even needed Rachel's help in the first place, but I swore I was going to make it up to her shortly. I gently placed one of my hands on one of Rachel's cheeks and spread it out just a bit. I then took my other hand and slowly began rubbing along Rachel's slit.

Rachel let out a small gasp and moan of approval once I touched her clit for the first time. And then, almost as an award, she went back to sucking on my cock. I tried as hard as I could not to get lost in the pleasure once she started so I could continue to give her some as well. Since I knew what it was going to feel like now I could expect it and try to reduce it just enough to keep my concentration on Rachel. I think I did a decent job too. Rachel didn't have to stop and remind me to keep going, so that definitely counts for something, right?

I'd played with Rachel down there before but having two extra fingers gave me a bit of an advantage. Each one was a bit thinner than a human's so it allowed me more control over how much I could stretch Rachel. And since I had just experienced being a female for the first time I knew how important it was to stretch her out right. Slow and steady was by far the best method. Having more but thinner fingers made the transitions go a lot smoother.

And along with their size I also realized that I had a bit more dexterity and a slightly bigger range. This lead me to experiment with a few new things I found I could do. Rachel definitely loved feeling five and six fingers wiggle around inside her in different directions at the same time. I could feel her moan around my cock which made me love it even more than she did. And she especially loved the attention I paid to her clit while still having a substantial number of fingers inside her. And when I brought my second hand to the party things really started to get crazy...

We continued on like this for some time (I lost track of how long it was really. When a guy who's whole life revolves around being in morphs for less that two hours loses track of time you know something serious is going on.) Eventually though I could feel Rachel give me one last big suck and pop off my dick with a wet and sloppy popping noise. "Alright Tobias," she said once she'd caught her breath, "my jaw's getting a bit tired and there's not much light left. How about doing it for real now?"

I made sure to brush all of my now soaking wet fingers gently against her clit one last time before saying, Sounds good to me. I couldn't wait really. If being given head felt that amazing I could only imagine what the actual sex would feel like.

Rachel slowly crawled out from under me and began to make her way to the rock I'd been laying on not all that long ago. Once she adopted a similar position to the one I had earlier she looked back at me and said, "Alright Tobias, just listen to what I tell you and stay in control of your morph." She took a deep breath before adding, "I'm ready."

Rachel had a good reason to be a bit worried. My cock wasn't exactly the same size as my human morph's is. I couldn't get a good look at it since it was underneath me, but I knew enough about it from what I felt. It was quite long and quite thick. Size is kind of hard to estimate but I'd say it was between a foot to a foot and a half long and Rachel could just barely wrap her hand around the middle of it when she was sucking on it. And since Rachel had big hands that meant it was really quite thick. But on the positive side the tip was a relatively narrow rounded cone shape that gently tapered to a larger size the farther away you went. Getting some of it inside Rachel wasn't going to be a huge issue, but just how much I could fit was still a mystery. Having had first hand experience with everything only a short time before made me a bit worried, but I forced myself to promise that no matter how good it felt I wouldn't hurt Rachel in any way.

I trotted on over to the rock and tried hard to make out where exactly Rachel was in the very dim light. Okay, I said a bit nervously, I'm going to get into position. Make sure to tuck your hands and arms in so I don't step on them by mistake.

I heard Rachel shuffle around a bit on the rock as I took one last good look at her position. I then bent down on my front legs and sprung up into the air. I walked forward with my rear legs a bit and I heard my front hooves click onto solid rock as they made contact.

I was now in the correct position, but I still had somewhat of a problem. I hadn't had enough prior experience with an Andalite morph (let alone under these specific conditions) to successfully "line things up". Um, Rachel, I said out loud, can you reach back and help guide me in? I can't see anything.

Rachel didn't say anything, but after a bit of reaching around I finally felt her make contact with my body and then shortly my cock. I had gone off course slightly when I jumped up but Rachel managed to straighten things out by grabbing a hold of my cock and leading me into the correct position. Once I felt the tip of my cock press against something warm and wet I squared up the rest of my body and said, Here I go. I began to arch my back slowly and move my rear legs in slightly all while maintaining just enough pressure to hold my cock against Rachel. Once I was in a semi-decent position I began to straighten out my back and slowly begin to push into Rachel.

Even though I made sure to go as slowly as I could I still still heard Rachel giving some short and painful gasps beneath me. But every time I tried to stop and let her get accustomed to the size she would always tell me to keep going. Rachel had no idea how happy that made me. I mean, I hated that I was hurting her enough to make it come out in her voice, but the pressure around my cock was intense and therefore the pleasure I was feeling was incredibly intense. And she was doing it all just for me. It made me realize just how much she really loved me and how much I really loved her back.

There reached a point however where Rachel simply couldn't take anymore. After about 1/3-1/2 of my cock was inside of her I heard her grunt and say, "Tobias, stop for a second." I quickly locked my back into position and waited for Rachel to give me some further instructions.

I stayed in that same position for a few minutes while Rachel got used to the size. While waiting for her body to adjust she reached back and started to sort of massage the rim of her pussy that was stretched around my cock. Without the changes in pressure I wasn't feeling very much just sitting there (although I could feel Rachel squeeze down gently every now and then which was nice). But when Rachel started to rub around her pussy she took her other hand and began to rub along any part of my cock she could reach. With the awkward angle her rubbing was very uneven which made it all the better for me. The more variation in pressure the better things ended up feeling for me.

Rachel continued her treatment with her hands for a few minutes before she suddenly pulled them away and said, "Alright Tobias, that's as deep as you're getting for now. Pull it out and push it back in slowly up to this point."

I waisted no time in tensing up my back again (it was getting a bit sore from having to hold the same position) and slowly withdrawing my cock from Rachel. She let out a long low moan as my cock slowly slipped down her tunnel until only my cock tip was inside. After giving Rachel a second to make sure what she asked me to do is still what she wanted me to do I slowly relaxed my back muscles and let my cock slowly sink back in.

I could feel Rachel suddenly tense up as I reached the depth where I had been before. This was my cue to exit once again. I pushed myself just a small amount farther in than I had been before and once again began to withdraw.

This continued for some time before Rachel finally gave me the go ahead to go a little bit faster. But as I started to increase my pace I sort of... lost partial control over my morph. I mean, forget everything else that happened up to this point. It all culminated in this. This was what I was designed to do. This was my one sole reason to live. And if there was one thing mother nature was going to allow me to enjoy it was this. Forget the foreplay, forget the slow stretching process, THIS is what I was waiting for. And it was the most amazing thing I'd ever felt in my life! Ax has said numerous times that humans have a better sense of taste than Andalites and that's probably true, but when it comes to sex Andalites win big time. I thought having sex as a human felt good before, but now I don't think I can ever go back to doing it again. I'd be too spoiled from being an Andalite to even notice it much anymore. There's just no comparison. The wave after wave of pure pleasure pulsing down the entire length of my cock before, after, and during every single thrust was something you just can't feel as a human. At least not quite like this.

Even though I was having the time of my life I could hear Rachel letting out a few painful grunts as I ended my thrusts a bit deeper and a bit more forcefully than she was ready for. Even if she had endured the pain of my entrance into her by choice there was no reason that she should have to continue to feel that way the entire time. I'm not exactly sure when I noticed I'd lost control but all of a sudden I realized that Rachel wasn't quite enjoying it as much as I was. So, in order to make her more comfortable I slowed down, started to limit my depth, and lowered the intensity of my thrusts into her so that her grunts slowly turned into moans of pleasure. I know that she didn't want to say anything about it, but I could tell that she was very relieved that I calmed down as much as I did. Rachel had given herself to my own personal pleasure at first and now it was my turn to make a sacrifice. At least... for the time being.

When I thought that Rachel was ready for a bit more I started to give her a bit more. I judged when that was according to her voice. When she started to get a bit quiet I gently went a little faster and deeper. When her grunts were on the verge of starting to sound painful I locked myself into that rhythm and kept going until the process started all over again. I only ended up doing this a few times since after the third or forth escalation I finally hit Rachel's depth barrier.

The first time I made contact with it I hit it pretty good (not really expecting it to be there). I could feel Rachel jump up and struggle to hold in a painful yelp. This made me quickly bounce back and pull a substantial amount of my cock out of her for fear of hurting her again. She didn't say anything back to me about it, but I knew I needed to be much more careful around that area. As I slowly worked my cock back deeper into her I made sure to try and stay away from hitting Rachel's cervix, but as I got a bit closer I began to brush up against it every now and then. At first I thought that I might be hurting Rachel a bit by doing that, but every time I made slight contact I could hear Rachel let out a deeper and more pleasurable breath of air. Since she seemed to like it I tried to aim all my thrusts so that they just brushed up against it slightly which Rachel really seemed to enjoy.

After having sex for a good amount of time I could feel Rachel getting more tensed up and I could hear her breathing become a bit shorter and more rapid. And when she reached her hand around back to massage her clit I knew she was close to cuming. I could've probably gone all night if I needed to. I wasn't even very tired after going for about forty-five minutes without a break. In my human morph I would've been finished a long time ago, but I guess Andalites are just built for sex. I felt what I could describe as my orgasm building up from the very beginning, but I had a lot more control over it as an Andalite then I ever did as a human. I was able to just push it off to the side and simply enjoy the sex instead of being at the mercy of it like I usually was. But even though I had pushed it to the side I still could very easily bring it back. And if Rachel was going to cum then I figured it would be the best time for me to do it as well.

I waited until Rachel's moans started to pick up in pitch before I finally let my Andalite brain take over for a short amount of time. (I made sure to stay at the same depth though). As I started pounding away furiously I could feel Rachel's inner walls begin to spasm and contract as she let out one last high pitched moan/scream. It was then that I finally "released" my orgasm. I knew it was probably going to be a bit different than a human orgasm but I wasn't quite prepared for what came next.

From the moment I "released" it I felt it begin to build up quickly and within a few thrusts I was at my peak. As I felt a familiar warming rush flood through my body just as I was about to finish I also felt my cock... well, to make it sound like it felt at that moment I guess the best word to use would be "pop". Something felt like it gave way and released all the pressure that had stored up in my cock along with all the male Andalite's mating fluids. The fluids shot out of the tip (probably at quite a high velocity) and quite a bit flew right out of Rachel's pussy following the pressurized air that was also trying to escape around my quickly deflating cock. I have no idea how much cum an Andalite can produce normally but it seemed like WAY too much. Rachel's entire pussy was covered with it inside and out by the time my cock was almost fully deflated along with my entire lower belly and legs. And that's not even taking in to account all of the cum that had ended up either on the rock or the ground...

Rachel and I both took our time to recover from what just happened before either of us even moved at all. Even though my orgasm was a bit disappointing considering what the sex felt like it still left me tired and Rachel... well, with the "abuse" she'd gotten I couldn't blame her for being tired.

I was the first one to move shortly after my now limp cock slid sloppily from Rachel's stretched hole and began to go back into... wherever it came from. I slowly made my way off of the rock and finally put all four hooves on the grass once again (which I happily sucked the juices out of. I didn't feel tired or anything during the sex, but after I orgasmed everything that I would "normally" feel hit me like a ton of bricks.) As I sat there sucking on some grass Rachel finally began to move. All I had heard was her labored breathing before as she lay on the rock, but now I could hear her groan as she slowly got up from the position she'd been in for quite some time.

She slowly managed to get back onto her feet and simply stood there trying to get her bearings for a short amount of time. Most of the cum that hadn't spilled out of her pussy before was busy leaking out now creating a small stream down her legs along with a slew of wet and sloppy noises as it hit the ground. Eventually though she started to walk (albeit a bit wobbly) towards me. When she reached me she threw her arms out and wrapped them around my torso. I could think of nothing else to do but return the favor.

"Tobias," Rachel said after steadying herself and catching her breath, "that was amazing. I never felt anything like it before in my life!"

I pulled her away slowly so I could look into her eyes before saying, It felt amazing for me too. Being an Andalite was definitely one hell of an experience.

"I mean," Rachel continued, "I wasn't so sure that you'd be willing to try something like this. I know it must seem a bit weird but it was a lot of fun wasn't it? I just really wanted to try something a bit different this time."

Rachel, I responded, I'd do anything for you no matter what. And... I took a slight pause, I enjoyed myself today. Even when I morphed into you. It doesn't matter if we morphed into something different, the feelings are still the same. I love you Rachel.

Rachel grabbed a hold of me a bit tighter as she said, "I love you too Tobias."