Cass gasped for breath as she ran and ran, adrenaline and fear fueling her shaky steps. The sound of the creature had long faded in the distance, but she continued running. It was supposed to be a peaceful trip, going with her father and a retinue of armed guards to the town of Lakefall and back. The town itself was a peculiar place, filled with strange, mutated but otherwise friendly folk. Of course, having to brave the accursed Forest of Change to gather rare materials and unique provisions would result in massive changes to one’s body. Still, the trip was supposed to be safe and easy, the biggest danger would be wild animals thinking their group would be easy pickings. What the trade card didn’t prepare for was a massive creature twice as tall as a man barreling through their cart. Cass had watched as her father was mercilessly devoured by the beast, his final words pleading for Cass to flee, as the remaining guards tried to fend the monster off. With her father’s final words in her mind, she continued running, unaware she had been turned around in the carnage, and barreling towards the very forest that monsters like the one she had encountered call home.
 
 
Cass didn’t even notice when a tingle ran across her body, as she passed through the magical barrier that was supposed to keep the monsters in the cursed forest. She just continued running, only snapping out of her panicked trance when she trips on a root and stumbles against a tree with a grimacing face upon its trunk. Lost and scared, Cass began crying, the weight of her loss finally hitting her as her mind finally caught up with her. Her wails echo through the foreboding forest, and perhaps to her fortune was ignored by the denizens. It takes a few minutes for Cass to collect herself, taking stock of her surroundings. Her simple dress was shredded and covered in dirt, the bushes and other foliage she had run through cutting her clothes and flesh. She could hear the sound of water nearby, and decided to head towards it, hoping to clean her wounds with the water. All the while, she tries to keep as quiet as possible, ignoring the strange faces on the trees.
 
 
Cass’s nerves were on edge as she walked towards the sound, the feeling of being watched tingling on her senses as she moved, not helped by the face covered trees. It was fortunate then to have found a stream soon after, feeding into a sizable lake in the distance. Through the clearing made by the stream, she could see a number of strange beasts congregating around the lake, and immediately decided it would be foolish to explore in that direction. The area immediately around her is rather inviting though, with a tree laden with fruits right by her side, its bounty bright and juicy looking. The tree even had a number of sturdy looking branches that she could perhaps use as a place to rest above ground, with a big grinning face upon its trunk, looking like a porty jolly fellow. Unknown to her, the tree itself was unlike the regular faced trees but actually evolved into a monster of the forest, though perhaps one of the more benevolent ones. The Giving Tree, with its psychic powers, reads the thoughts and desires of those it finds, and lures them in with an inviting presence. All it desires in return is company, and perhaps some additional fertilizer at its roots, be it flesh and blood or general refuse, leading to such trees being seen more as a massive boon for one’s survival within the forest.
 
 
The tree began molding its branches to create a rather nice canopy for Cass to reside in as it watches her. Cass, unaware of the silent onlooker, began to strip out of her ragged clothes, stepping into the stream to wash herself. Thanks to her father’s lifestyle, she was a rather plump woman, with sizable breasts upon her chest. With her somewhat short dark hair matted with dirt, she undid her hair bun and dove into the water to get herself fully cleaned. Eventually, she was done, and began washing her clothes, trying to clean dirt and blood off it to the best she could. With her only possessions cleaned, Cass sighed, looking up at the tree once more as her stomach grumbled from hunger. She then blinked, confusion on her face as she noticed the branches had clearly changed, forming a netted trellis of sorts. Curious and also desiring to get the tantalizing fruits, Cass began climbing the tree, surprised to find hand holds in the bark that eased her assent. Soon, she was up, just under the lush canopy of the tree, testing the strength of the wooden trellis before putting her full weight on it. “Thank you for the harvest, tree…” She whispers as she plucks one of the fruits, believing in giving thanks to any boon she received and unaware it improved her relationship with her silent benefactor.
 
 
Eventually, night fell, and Cass was full of fruits, surprised to find that this single tree bore so many different varieties, allowing her to eat to her heart's content without the taste getting stale. As Cass laid there on the wood, shivering in the cold, a sudden shake caused a bunch of thick and strangely wooly leaves to fall from the canopy, covering her body. It was then Cass started to question the tree, wondering if it was actively looking out for her as she snuggled up to the strange blanket leaves, giving thanks once again as she let slumber take her.
 
 
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The tree, however, would give not only to her, but other creatures of the forest. Its senses were bombarded by the desires of a swarm of flying creatures, their collectively simple minds like a psychic barrage of commands searching for a possible nest. Unable to resist the fury of commands, it happily offered up the slumbering woman. Cass laid sleeping in the nude, a perfect target for the horrid beasts. The tree sent vines to pull the warming leaves off her body, turning her so her legs are spread invitingly. Seeing the to be nest beckon to them, the swarm of Corruptor spear flies flew to their new host. With great precision, the alpha corruptor spear fly stabs its proboscis deep into Cass’s exposed clit, a gasp of pleasure escaping the slumbering woman’s lips as it draws on her blood. The mosquito looking body then began to mutate as it continued drinking her blood, its 10 inch long insectile body slowly losing its form as it began fusing with Cass’s flesh. Its simple mind soon went blank as its nervous system connected with Cass’s own. The transformation takes only a few minutes, and by the end, a massive, 10 inch equine cock lay between the still sleeping woman’s legs, with a set of orange size balls to compliment it. Another cry of pleasure escapes Cass’s lips as an orgasm signals the completion of the change, pheromone rich clear fluid squirting down into the undergrowth below, signaling the awaiting spear flies that the new nest is ready for them.
 
 
Cass’s eyes widened in shock and confusion as she was suddenly swarmed by a mass of massive bugs, as strange pleasure shot through her spine. Unable to do anything, Cass gasped and moaned as bug after bug feeds itself to her new and raw cock, their forms bulging out her fresh nuts. Cass’s confused mind was wrecked with pleasure as orgasm after orgasm came for her, each throb of her cock countered by two or more long bugs shoving their way in and preventing her release. After what seemed like hours, the frantic buzzing slowed to silence, her new organ between her legs raw and stretched to its limits. Cass was then hit with the biggest orgasm yet, her balls clenching down on all the forceful prey as she shoots clear fluid from her massive cock, splattering the roots below with delicious nutrients.
 
 
Eventually, Cass recovers from her ordeal, and looks down at her mutilated lower body, gasping in horror at the sight. She had a massive cock that flops up to her chin, the scent of her new alien arousal wafting up her nose. Her new balls were massive with squirming bugs, and she could already feel them laying their eggs into the fertile walls. Trying to stand, she found herself weak from exhaustion, but the weight of the bugs in her balls alone was too much to lift. “W-why..?” She muttered, tears streaking down her cheeks, coming from a mix of horror, fear, confusion and arousal. However, trapped by her own weight, there was little she could do but continue and survive, at least thankful she wasn’t consumed like her father was. Fortunately, the tree’s fruits were all within arms reach, and she could still eat her fill… to live on another day as a grotesque nest for these disgusting bugs…
 
 
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Days turn to week and eventually months, as Cass remains trapped there in the branches of the Giving Tree. Her day was filled with pleasure, the bugs grubs squirming in her balls turning her libido up as she greedily licks at her cock tip, drinking the nutritious cum from her constantly churning balls. She had lost herself to the bugs, and the only reason she was still alive is the tree giving her fruits to maintain her body despite her unmoving state. Still, she was weighed down by her heavy sac, now having grown even bigger as the eggs within hatched into larvae, feeding off the seemingly endless supply of nutritious soup produced by the walls. However, today was different, as a new arrival spied the bloated human turned nest with curiosity. A massive bumble bee, the size of a large dog, quietly climbed the tree and began looking around her, poking her with its feelers as it examined her. Cass giggled as the fuzzy feelers massaged her face, feeling no danger despite the razor sharp mandibles clicking right next to her head.
 
 
Unknown to Cass, the creature that took interest in her is a dangerous beast known as a Doom Bee. They grow few in number, but if they begin to swarm, they would search for a nest and begin to fervently guard it. In combat, their stingers deliver potent toxins that melt their prey from the inside, which they would happily slurp up the remains, and their mandibles are strong enough to cut through steel plates with ease. Not even their wings are harmless, as they could drum their wings loud enough to inflict sonic damage to those around them. By a stroke of luck, one of their main prey are the very creatures that nested within Cass, the Corruptor Spear Flies. They have a rather unique way of capturing nests like Cass, with her in her healthy condition exceptionally prized to be used as their own nest, all the prerequisites that they are unable to perform already done by the flies. With a new nest detected, the bee flies off, going to inform the rest of its kin of its discovery to gather enough numbers to perform their unique nest clearing attack, Cass feeling sad the adorable bee flew off.
 
 
A few hours after the meeting, the sound of buzzing fills the air around the Gifting Tree, as 20 Doom Bees, led by a much bigger bee, descend on their new nest. The massive bees begin grabbing on her heavy sac while the others swarm her cock, using their mandibles to carefully but forcefully grip the cock, preventing any from escaping the soon to be death trap. Pleasure shoots through Cass’s body as the bees begin vibrating around her balls, her balls churning and gurgling as the occupants within struggling for freedom. She feels her balls begin to heat up from all the activity, sweat collecting around her heavy sacs as the heat continues to build. Her cock throbs and she feels her insides squirm as an orgasm soon hits, her balls clenching down on the bugs within, and with the exit blocked, they end up getting squished together, solid adults popping the softer youngs as they were forced together. The bees continued to heat up her sac, cooking the bugs inside alive as they were extremely weak to heat. After a good half an hour of constant vibrations, her balls finally go still, her balls tender from the pleasuring vibrations as her cock begs for release. The bees soon give her the pleasure, releasing their grip on her cock and allowing the mix of cum and cooked insects from her cock. Her mind goes blank as her balls clench and churn, showering the area with cum and bug guts, which the bees happily begin slurping up, keeping her clean of her strange ejaculate with their adorable tongues.
 
 
With the area free of prey, the bees began nuzzling their fuzzy bodies against her as the slightly bigger alpha nuzzled her cock. A gasp escaped her lips as she felt the proboscis slide down her cock, drinking any of the insect soup that still laid within her nuts with great glee. With its meal done, the alpha crawls up to her head, and extends its proboscis to her mouth, slowly coaxing her lips open. A delicious sweetness began to fill her senses as the bee began feeding her some kind of honey, a mutating royal honey that would alter her body even more, making her a more fitting nest for the bees. Nestled up to the warm and fuzzy bees, Cass eventually let sleep take her, her balls feeling oh so light for the first time in what seems to be forever.
 
 
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The next few days were much more relaxing, as the bees pampered her, licking her body clean of filth and other grime, while feeding her with honey that made her feel much stronger, another side effect of the mutagenic honey being increased strength and improved healing, helping her sac recover from its ordeal and prepared for them to eventually move in. There were more internal changes which included growing a pheromone organ within her, allowing her to communicate with the bees, as well as allow the bees to track her health and location. Finally, her clear nutrient cum had also been slowly changed by the honey, turning onto honey as well, to help feed the future young. Soon, she was able to finally stand, and walked around the little tree house the Gifting Tree had made around her, stretching her legs for the first time since what seems to be forever. The bees continue to pamper her, getting her fruit when she is hungry, and even helping her climb down so she can properly get washed in the stream. Cass blushed as she walked past the massive pile of refuse that accumulated from her months of immobility, sighing happily as she got to feel water on her flesh after so long. With the water, she then began cleaning her new acquisitions, letting the musky smell accumulating on her heavy orbs wash away. They were still the size of melons and heavy, making it a bit harder to walk, but she is slowly managing.
 
 
Eventually enough time had passed that her body had recovered from its ordeal, and was ready for what the bees desired. Unlike with the forceful flies though, the bees were a lot more slow and informative about their approach, rubbing the tip of her cock with their feelers to slowly coax it wider. Cass herself felt the bees asking her if it was ok for them to climb in, and happily spread her cock slit for them. Her tight cock had grown stretchier, easily stretching wide enough to fit the bees, as they began wiggling down her cock and into her balls. Pleasure shoots through her body once more, as bee after bee enters her balls, already getting to work creating a proper nest within her. One by one, they release more mutagen, modifying her walls to make them even more accommodating, crevices forming in the walls to house growing larvae. With the preparation done, they then began leaving her cock as Cass cums, pushing the bees from her body. Then, the alpha bee began crawling in, its body having grown heavy with eggs after their battle. Once again, Cass feels the eggs being laid in her sac, wondering if this new life would stay with her this time.
 
 
With the eggs all laid in her balls, the alpha soon pulls free from her cock as well, going to the other point of interest on the squirming woman. With the help of the other bees, Cass is turned face down, her pussy exposed for all to see. Sensing the bees wanting to enter her womb, she allowed them permission, curious what they would do to her still. Permission granted, the alpha began pushing into her slit, flesh stretching easily as it broke her hymen, soon entering her virgin womb. Within her womb, the bee began pleasuring itself, its cock rubbing against her soft and sensitive womb walls. Pleasure began to build in both woman and bee, and soon the both of them cums, its seed seeking out Cass’s egg that was released in her own orgasm and impregnating it. With its task done, the alpha rests, cuddling inside her womb as Cass reaches down to pat her round belly, curious what would happen now.
 
 
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More months would pass, and Cass’s body had changed even more. Fed well on delicious honey and fruits, she had grown plump and motherly, yet surprisingly is able to move with ease, despite the heavy cargo she now carries. Her breasts are also plump with milk, which the bees happily drink to supplement their diet. She too soon learnt of her delicious honey cum from her modified balls, happily drinking the delicious honey from her cock as she cums. The bees continue to pamper her, forming a fuzzy coat that covers her body when they are resting, as her womb and balls grow heavy with young. From the start, Cass noticed that the single young in her womb was vastly different from the ones in her balls, sensing a more direct connection to it than the other larvaes. Cass meanwhile ventured around despite her burdens, one hand caressing her belly as the bees kept her safe, even bringing back prey untouched by their melting venom for her to carve and cook, adding meat to her diet. She made a little camp fire near the gifting tree, throwing the ash that remained at the base of the tree as a gift for its constant protection.
 
 
It would take a total of a whole year since the bees freed her that more significant changes occurred. The larvae in her balls had grown, pupate and hatched, joining the number of bees that protected her. However, the one in her belly had turned into a pupa only a month ago, and it was this day that she suddenly felt movement within the pupa beginning to hatch. Cass laid on her wooden bed, lined with blanket leaves to make her slumber more comfortable. Her legs spread wide as her belly contracted on the squirming pupa within, as the bees around her buzz with excitement, licking the sweat from her brow lovingly. The contractions get closer and closer together before she cries out with one big push, the pupa crowing at her slit. As if sensing what to do, a number of bees fly to her slit and begin to pull her slit wider with their limbs, helping expedite the birth. It took a few more tries before the pupa was out, easily bigger than even the alpha bee who is licking it clean.
 
 
As Cass watches in awe at the pupa she had birthed, a crack echoed through her home, as the pupa begins moving more and more, the child within trying to break free. The first thing Cass could see as a big split suddenly appears on the pupa is a humanoid looking hand, followed by another and another, as the four armed child pulls itself from within the pupa. The child was clearly a hybrid between human and doom bee, covered in damp fur and hardening carapace with a clearly female form, as the child spread their wings to dry them out properly. “M-my child… so cute~” Cass coos, as she goes over, hesitantly reaching out to pat the child between her feelers.
“H-hello mother~” The child replies without moving its mouth, using their pheromone link to communicate.
Cass giggles , letting the other bees clean her child properly before embracing her child properly, naming her child Astria, one she had always dreamt of giving to her child should she ever be born. Sure Astria isn’t human, but she loves her all the same. As she sat with her child though, she started to wonder if she could be doing more now, seeing as she is now mobile thanks to her swarm. As heartbreaking as it was, she would have to leave the tree, however, her home for so many years, but she now felt prepared to try and find a way out of this forest.
 
 
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And so, she packed her things, having crafted simple clothes from the hides of the many beasts her bees had slain. She made sure to command her bees to not attack any humans unless in self defense, and prepared to leave. However, as she climbed down the massive trunk and embraced the tree, something dropped and landed on her head, a massive seed covered in fluff. “Ah, you want me to take this with me?” Cass asked the tree, and it seemed to respond with a gentle rustle. “Thank you for taking care of me for so long. I’ll make sure to find a good place to plant this.” Cass swears, before turning away from the tree. Astria was nearby, testing her wings playfully and hovering off the ground, still too weak to properly fly. So they began to head off, Cass commanding her bees to scout the area in search of any signs of humans or a way out as she moved.
 
 
A couple of days of travel go by, and they eventually find a worn path amongst the trees. Following the path, they soon come across a sign indicating the direction of the town of Lakefall, likely there to direct folks who got lost in the forest to civilization. With a path now set, Cass ordered her bees to stay closer, not wanting to spook any guards posted in the area. To her relief, Cass wasn’t met with much trouble, and eventually reached the opening in the barrier. The sentries posted at the opening took note of her story, recalling the incident of a Gluttony Beast having escaped the barrier and destroying a trade cart in the process. After asking around and confirming with the various traders in the town about her presence with the trade cart, the guards welcomed her in, even allowing her to keep her companions as they seem to have bonded with her. They then suggested she get some proper rest at the inn, even sparing her some coin to help with her stay.
 
 
Eager to get to a proper bed, Cass hurried along, with Astria silently following , her child nervous about all the unfamiliar faces. As they were going to the inn though, they were stopped by a trader, who asked them if they had any honey for sale, seeing all the bees. She blushed as she accepted the proposal, and went to find some privacy to milk herself.A few minutes later, Cass was carrying a bag full of coins, blushing as she imagined the number of folks unknowingly drinking her sweet ejaculate. Being a merchant’s daughter, she did recall sweets being a rare and pricey commodity, and her honey are definitely not regular, so she charged the trader a premium price for a jarful. With a new idea for how to make a living, Cass hurried along, commanding a bee to help return the coins the guards gave her plus a bit extra as she rented a room for herself, not wanting to leave a debt unpaid.
 
 
As night fell, Cass stripped and examined herself in the full body mirror. To her surprise, she looked just as young as she remembered, her body youthful looking yet muscular and breasts hefty and laden with milk. Her cock and balls of course were a bit more eye-catching, but she could easily hide them with a full body robe or cloak. Visible bulges in her sac as new larvae squirmed within ner heavy orbs, the pleasure of the brood not as intense as they were so long ago, having built up a resistance to it. Still ,she was excited to see them be born, more little ones to add to the family. With her self examination done, Cass went to bed, embracing Astria as her child suckled on her breasts, wondering what the future had in store for her as she let sleep take her.
 
 
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Cass would then make her way back to her hometown, taking her time and enjoying the sights. With the help of her bees and Astria, she worked to assist anyone she came across, especially focusing on monster hunts, not wanting her loss to befall others. She began accumulating a sizable sum of coin for herself from her mercenary works and sale of her honey through her travels. Eventually she would reach her destination, finding little else remaining of her old home. Still ,she ended up buying a big plot of land on the outskirts of her hometown, to set up her own home.
 
 
More years would pass as Cass built up her reputation in the town, her presence alone improving trade in the region as her honey became widely known and prized. She herself had set up a sizable orchard for herself, allowing her bees to roam around and harvest nectar and pollen from the variety of fruit trees and shrubs, if they failed to find any monsters roaming the wilderness near her home to eat. She had also planted the gifting tree seed beside her home, the tree growing nice and strong within the time, always in constant bloom to help supplement the bees diet.
 
 
Cass herself had found a surprising fact through the years. Despite the time passing, she still looked the same as she did when she left Lakefall, her body seemingly unaffected by the passage of time. It continued to plague her with the cause, but seeing as her loved ones were like her, she didn’t care about it too much, unaware that eternal youth is forever in her blood thanks to the royal honey fed to her back when she was first rescued by the swarm.
 
 
Astria meanwhile had grown up into a beautiful and intimidating woman, and gotten a number of sisters as well, a new one born from Cass’s loins every few years. The bee woman had been accepted by the town for the most part, though more in fear of losing their now main source of income should they anger the Eternal Apiarist. With her being accepted, she soon branched out on her own, learning swordsmanship from the local trainers before crafting her own fighting style. After mastering it herself, she began teaching it to her siblings and eventually made a small private army known as the Bee Guards, who were loyal only to their mother, Cass. Cass herself found their antics more like playing than anything, yet didn’t dissuade them from protecting her land, happy to live out her long days in the orchard with her ever growing family.
 
 
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