Barby was bored; the southern continent had never really suffered quite as heavily from Dr.Robotnik  as other areas of the world. The Downunda was a rich beautiful landscape and a handful of mines for precious stones. Dr.Robotnik wasn’t one for scenery and the gemstones being more mundane mineral offered him no further incentives to prioritize it. So his forces in the area usually amounted to some test case Zone Boss wanna-bes and a token invasion force. All of this history to say the Downunda Freedom Fighters had mopped up the remnants of his forces within a week and that most of the damage he had inflicted was undone in the next month. 


The White furred koala sat idly snacking in a tree contemplating what exactly she was going to be doing with the rest of her life. Like a lot of folks, Barby had spent most of her adolescence fending off Dr.Robotnik and while it was an exaggeration to say she had no skill she didn’t have a formal education in anything. She was a decent enough planner but not confident enough in her skills to take any sort of administrative role. 


About the only real casualty of Downunda was its formal government. The Citizens of the southern continent technically had no ruler or rule of law at all. The closest the situation had gotten to being corrected was a semi formal agreement to follow the lead of the kIngdom of Acorn, a decision that had been reached after a fight had gotten big enough that GUN agents had stepped in with the promise/threat of taking over themselves.


The drone of a plane engine snapped Barby from her ruminations. Scrambling further up the tree, Barby spotted the Tornado. Tails’ custom bi-plane was easily identifiable thanks to the yellow on deep blue as well as his twin tailed logo along the plane's tail. Barby grinned as it was always a good time when Tails stopped by. As she dropped out of the tree and hurried to the landing strip she reflected on her history with the twin-tailed fox. 


Tails had actually first shown up during the darkest hour of Downunda. On his way to his birthplace in the South Isles (which were misleadingly enough several miles north of Downunda) he had gotten lost. Crocbot had actually shot the fox down mistaking him for a scout plane. Tails himself had given the Would-be Zone Boss quite the thrashing until the sheer number of guards got the better of them. Barby had pulled him from the fire. Crocbot was the closest to ever fully conquering the Downunda with Dr.Starline as the closest runner-up.  Crocbot had the right combination of overwhelming firepower tactics and most critical timing. Crocbot came at a time when The Downunda Freedom fighters were at a low point, the old guard was by age, injury or both forced to step down and Barby and her friends were just not ready for the likes of Crocbot. Thankfully, the Zone Boss-to-be  was not ready for the likes of Tails. Tails had the knowledge and experience to whip the Downunda forces into shape and win the day. One wing of reprogrammed badniks, a stolen supply airship and a hair raising confrontation involving a giant robot ram and an atomic laser equipped tank and the day was won. She had given him a kiss as thanks and the precocious little fox had actually slipped her some tongue.


Tails pretty quickly proved to be as immature as he looked despite his skills. He had an ego on him because of how smart he was and the wide array of skills he had. Barby later figured out that he was overcompensating for being down on himself due to earlier bullying. By that point though she and the other Downunda Freedom Fighters felt he had well past overstayed his welcome. Barby in particular had probably broken his heart by shooting down his romantic overtures (which were remarkably on point for his age) and telling him to grow up. 


After that it seemed like the fox had no end of girl Problems whenever he turned up. First his adventures looking for family in the South Isles had seen him duped and nearly killed when he fell for an Auto-Automaton vixen named Fiona.  Then he had been off planet on one of Mobius’ many moon worlds Seedaria where he had fallen deeply in love with Cosmo the Seedrian, a relationship that broke both their hearts when they realized they physically couldn’t be together. Then there was the brief Period he was convinced Rouge wanted him and had been crestfallen to discover she was in fact just enjoying how flustered he got and how easy it was to rile him up. Barby had actually laid into Rouge for that and the bat had admitted she had taken things too far. His crush on Cream turned out to be one sided and Cream’s seemingly flirtatious banter was just polite humor.


 But the one that to this day tore the fox up was Fiona, the flesh and blood basis for the robot that had nearly off’d him. The real Fiona was a bitch to put it lightly, she came by it naturally enough. Fiona lost her mother early on and was put through hard labor in the mines outside Robotropolis where she was fated to work to her death. Fiona had been rescued by criminals who wanted a pretty servant girl, and thankfully Sonic had rescued her before she was in that situation too long. Somewhere along the way all the kindness had been beaten out of the vixen and she gleefully inflicted pain and suffering on others. Tails, poor innocent naive Tails, had been led on by her thinking she felt love for him when all she wanted from him was a servant. Barby would’ve hated Fiona for the rest of her life even if the vixen hadn’t turned out to be a traitor.


The rotors of the tornado spinning down snapped Barby back to the present just in time to see the sunshine-hued vixen that hopped from the pilot's seat, alone. 

“Oh hey, great timing!” the vixen said in what sure sounded like Tails’ voice. “Long time no see Barby!”
Barby’s brain failed her as she realized that the Vixen’s fur voice and two waving tails all indicated that she was in fact Tails the fox. “Oh boy I knew this was coming.” Tails said opening the plane's cargo hatch and pulling out a packed lunch. “Let’s go  have lunch and I'll explain.”


---


Barby swallowed the last bite of the sandwich Tails had given her. “So you came all this way to apologize to me?” She asked, digesting the Vixen’s story of sudden bodily change and newfound self. A Fair bit of the story was obviously being left out like how she had gotten the way she was now.

Tails nodded. “See the thing is it’s not just my body that changed it’s my whole point of view. I’ve noticed things that I didn't before. Things about my house, about my clothes, about myself and about how I've treated others.” Tails looked at the ground frowning. “I was not great to you or any of the girls I met when I was younger. I-I didn’t like who I was but I hadn’t figured out who I wanted to be. So I was a jerk to everyone. I think I was worse to the girls that knew me because I didn't know how to react to them.” Tails face scrunched up as she thought hard on the matter. “I know I can’t change what happened but I wanted to say I'm sorry for treating you like you owed me something. You were right when you said I needed to grow up.”

Barby smiled. “Well it looks like you finally did. Though I kinda expected you to grow up to be a man.”

Tails flushed slightly. “Well I mean I still kinda did?” Barby gave the vixen a confused look. “You see I'm not strictly female, I'm that and Male at the same time, a Futanari or Futa for short.” Tails said and then gave an awkward grin at Barby’s perplexed expression. “I could just show you?” Barby nodded. The vixen stood up, and  slipped the black shorts from under her orange dress.  Tails lifted her skirt showing off her cock and balls for the koala who could just make out the lips of her pussy behind them. 


“How does that happen?” Barby asked herself as much as Tails. 


“Oh well if you’d like I can help you become a Futa.” Tails offered 


Barby tilted her head looking Tails in the eyes again. “What would happen if I wanted to be one?”

“Well going by what's happened before… your boobs would get bigger, your bottom would fill out and you’d grow a big pair of heavy balls and a fat cock to go with em.” Tails said looking at her with a twinkle of that young boy who had dared to kiss her back more than she planned. “But first we’d have to have sex.”


Barby smiled as she reached out and stroked Tails’ cock which rapidly swelled in her light grip. “Oh really… and how would we need to do it? Do you have to shove your Futa cock in my mouth and ram my throat until I'm half choked on your cum?”

“N-No, in fact I think we could just kiss and make out for a bit.” The fox panted as she confessed. “I know I got it through sex but I think any fluid exchange is enough.” Barby playfully shoved the vixen onto the ground pinning her against the picnic blanket. 


“Tails, were you trying to trick me into having sex with you to fulfill a childhood fantasy?” Barby asked, sitting on the vixen’s hips very aware of the cock resting against her rump. 

Tails eyes rolled around her head slowly. “A little bit. Mostly I want to turn you into a Futa.”


“Mhmmm and why would you want that?” Barby asked, squinting at the vixen. 

“Because I think everyone should be Futas, especially the girls that I dreamed about being with…” Tails admitted blushing. “I mean it does come with some awesome benefits beyond the obvious.”


“Like?” Barby said, still trying to decide if she was going to do this or not. Tails had very clearly matured though she was no less bold. 


“I’m not the best at biology but I've noticed I'm breathing easier and I haven't had any allergies since I changed. I sleep better and wake up feeling fresh no matter what I was up to.” the vixen extolled the virtues of being a Futa. “I’m not a hundred percent sure but I think this transformation restores your body to an ideal state.”


Barby glanced skyward, those were some pretty big promises. “Hmm so is there anyway for me to turn into a Futa without fucking you?”


Tails looked utterly crestfallen. “Yeah that red thermos, if you drink that it should turn you into a Futa pretty quick.” She pointed out the object that had been taken out but set aside without comment until now. “Just a heads up it is mostly cum.”


Barby had already grabbed and uncapped the thermos noting its slushy contents. “What part of it is not cum?” 


“Lime slushie.”


Barby looked at the thermos apprehensively once more and then took a sip that became a gulp, that turned into her emptying neary half the thermos. The koala gripped her head as her inadvisable drink had resulted in a brain freeze. “So when do we start to see the changes?” Barby asked the smiling vixen.

“Now.” Tails replied pointing to Barby’s chest which had begun to expand.


 Barby was shocked not just with how fast the change was but how much it was adding to her. The way Tails had said it Barby thought she would go up a cup size but she was at least three times as busty. Her sporty red top gave up the fight letting her tits spill into the open air as it retreated to holding around her neck uselessly. Barby, having previously not required much in the way of support, was forced to grab hold of her heaving breasts. Barby felt like lightning was shooting through her as her bottom swelled up and informed her that her cargo shorts were getting far too tight. The koala scrambled to get free of the garment, the fly bursting the instant she got the button open. Barby had forgotten that she was sans underwear until she shoved her shorts off her swelling hips. An action that gave her a view of the twin orbs that formed just over her pussy sagging down, Barby gasped as her cock grew in long thick and drooling pre from the word go.


The koala dropped to her knees on the picnic blanket and couldn’t keep her hands off her new assets. Barby gasped at how different her body felt, every caress of her new curves had her whimpering and as her fingers gingerly stroked over her new cock she moaned outright. 

“Would you like me to help with that?” Tails asked with a grin, having fully tossed aside her dress. Barby blinked twice, first at the speed with which the vixen had fully disrobed and then at the sight of Tails' body revealed. Barby’s heart fluttered, she had known that Tails was a knockout gorgeous vixen the second she laid eyes on her, but there was a whole new level to that admiration now. Mutely the koala nodded her head not taking her eyes off Tails. The vixen smiled and it was the same smile she always gave but it meant something so different now. “Don’t bother trying to hold back.”  Tails said as she took hold of Barby’s throbbing cock and guided it into her pussy. 


Barby had never felt anything like the wave of pleasure that wrapped her up as Tails slowly came to rest on her lap. Barby did not have words for the way it felt for the vixen’s body to embrace her. The koala was all but paralyzed by the warmth of Tails body and the way the foxes' pussy clung to her cock even as it glided up and down her shaft. The tiny little gasps of delight that escaped Tails mouth as their breasts stroked against one another were music to Barby’s ears. The way the vixen hung her arms around Barby’s neck as she rose and fell gave the older Futa such incredible feelings of rightness. Then Barby snapped from her stupor. The white furred koala grabbed hold of Tails head pulling her in close and kissing her deeply, memories of their first kiss and how utterly innocent that fox seemed swirled in her mind. Barby leaned forward  forcing the vixen to lay on her back as the koala took control. Barby took Tails' words to heart and didn’t bother holding back; she let her new found lusts and desires drive her, plunging her cock into the vixen’s pinned hips fast and hard. The sounds of the Vixen moaning directly into her ear was almost as enticing as the feeling of the Vixen’s cock trapped between their bodies. The remoteness of the area was all that kept anyone from finding the pair by the sound of hips clapping together. Barby let out a silent scream as she came, her cock buried deep inside the vixen as she disgorged her virgin load. Barby shook and shivered in the delightful feeling that came squarely from how new this was.


“H-H-Holy spit.” Barby said as she tried to stand up stumbled back and fell onto the ground. 

“Yeah, that first orgasm is a bit of a doozy.” Tails said, stroking her cock.

Barby looked from the vixen’s face to the rod in her hands and made a choice. “Tails if you dont fuck my pussy right now you are never going to get another-.” Barby couldn’t have finished that sentence fast enough for the Vixen to pounce on her. The koala was shocked to find out just what an impressive cock Tails had as she was filled by the vixen. Likewise Barby was pleasantly surprised that Tails wasn’t overly eager. The vixen took her time gently and smoothly rocking her hips back and forth. Tails was methodically listening for what got the loudest moans and the biggest reactions from her longtime crush. This was a session she was in no hurry to end and had every reason to drag out. Barby was awash in new feelings and old. New was the desire that had her grabbing the vixen’s breasts and sucking on her nipples. Older was the simple joy of a big cock pushing into those places that are hard to reach. Barby came again, her sex squeezing tight around the vixen but Tails simply smiled at her and carried on. The shadows stretched out and the air was starting to chill when Tails suddenly pulled her cock from Barby and stood over her stroking her length. Barby obligingly pressed her breast together and stuck out her tongue teasingly. The vixen’s cum showered her in thick ropes and heavy globs that fell into the white fur of Barby’s tits and some of it even managed to splash on her face. 


The vixen sighed with relief and laid down beside Barby who was looking at her clothes and realizing she needed a new wardrobe.


“I think you are right.” Barby said and Tails turned to her quizzically. “Everyone should be a Futa.”


Tails smiled. “I think you’ll like this other idea I have too, it’s about sex and dating.”


Barby grinned rolling onto her side to better look at Tails as she spoke. The koala reflected she had always had a bit of a soft spot for the fox and Tails had finally hit the minimum for maturity she wanted.