Fay’s eye’s twitched to life one at a time as she lethargically woke from her slumber. One paw wiped a line of drool from her mouth while leaning up in her cabin bed. “Well that was quite a dream...” she grinned to herself, thoughts immediately drifting back to only moments ago. The cream coloured spaniel was fixated on what her mind had conjured up during the nap, a very ‘interesting’ way of becoming closer with a certain Starfox team member whom she had yet to get acquainted with. In fact, he was ironically the only other member on board the ship at the moment while the rest of the team completed a mission on the desert world of Titania. Her tasked routine maintenance was finished hours ago as the ship hovered in orbit. She knew they would not be timely, so a nap felt well deserved.

Fay’s mind continued to focus on how exciting her dream had been: A close backdoor encounter with the mysterious newcomer Panther Caruso in the very bed she lay in, followed by indulgence of a new hunger she had found herself thinking about during almost every crew meeting Panther had attended. She hadn’t thought herself of being interested in such methods until catching his glances at her behind on several occasions while trying to hide licking his lips. Fay didn’t mind. Thoughts about giving him a taste of what he so clearly wanted hadn’t subsided and had now vividly slipped into her dreams. In the back of her head she knew he probably only wanted to see what spaniel ass tasted like, but the deep desire of going all out by turning him into a pure buttsnack was hard to shake. Suddenly Fay’s lewd thoughts dissipated. She shook herself to the attention of soaked thighs and bed sheets beneath her, realizing how consumed she had been with the idea. “Jeez I really can’t help myself, huh?” she muttered while climbing out to stand. The cool air conditioning teased her nude hourglass body, making her sweaty fur and loins tingle. “I probably have a minute, and this bed is already a mess” she convinced herself, lip bit. Peering into the dimly lit corridor for a minute to make sure she had privacy, Fay’s perverted thoughts were interrupted yet again. Squinting at the daily schedule she cursed at herself

“Oh damn it! forgot to do suit check up!”

Fay’s fluffy tail swished back and fourth as she jogged through the corridor, hurriedly adjusting the signature red bow she wore behind her ears along the way. Only hastily throwing on a pair of boyshorts and a bra to help prove to herself the job would be fast “I’ll be quick, this’ll take me no time!” The previous thoughts had only taken a backseat. She needed to be fully relaxed in order to enjoy herself and the forgotten task list had caused enough stress to interrupt private time. The mechanical door in front quietly hissed open, she poked her head into the room to confirm she’d be alone. A slight frown stretched out on her face Imagine the looks I’d get in this outfit! The door closed with the same sound of it opening while Fay walked over to her glass compartment. Looking around at the other empty transparent cases, Fay spoke solely to herself “Perfect, everyone is wearing their old mains. I’ll just start with the new reserves.” Her eyes spontaneously fluttered down to a small crotch stain on the boyshorts. In the haste, she had no time to dry off and her pestering heat persuaded. Trying to give full attention to the suit check was already proving more difficult than she liked. The clear glass container slid open as she shook her head and clenched her legs. This’ll take me no time at all she reassured herself. The slick black and aqua coloured suit was pulled out and laid before her in the open room. Guess I could just check for defects the same way I would for everyone else’s… but a check in the mirror couldn’t hurt! Fay took one more glance around, secretly crossing fingers in the back of her mind for an unexpected visitor while reaching behind to slide her shorts off.

“But no one here so guess I don’t need a changing station to try this on” she said aloud to the empty space. Making a slight pout, Fay dug her fingers in between the top of her tight pajama bottoms and her curvaceous posterior, pulling the fabric to stretch it around her ample ass. Once fully past her glutes the shorts swiftly dropped to the cool metallic floor, leaving the anxious dog waiting for any sound of intrusion while bent over. She frowned harder followed by kicking the clothes off her ankles. Bare below the waist, she then reached behind her back to unto her silk bra. With a swift click the latch undid pushing the cups forward and allowing her breasts to hang free. Quickly, the bra slid off to join her bottoms. The crisp air again proved a reminder of how good it felt to be fully naked without worry, almost with anticipation. Once more she peered at the still shut door. Finally Ignoring the quiet desire to be seen, she proceeded to grab her velvety smooth suit with both paws. Feeling the unused material, she took a hesitant look back to an open changing station’s mirror.

“Just imagine how full you’d look” a voice in her head brought up. With a restraining turn, the spaniel took a second to admire what the bulge would look like, picturing an onyx figure sliding into her rear made both cheeks flush. She quickly turned again facing away from the mirror, “C’mon Fay, it’s just a fantasy! Gotta finish this up!” Blushing and getting more antsy from the reflection, she stepped into the tight suit’s first leg. The fabric felt lovely against her short fur, provoking her to step into the next leg with a quicker pace. Pulling the stretching cloth further up caused a surprised notice to how forgiving it was. It seemed to be accustomed to any amount of pull she gave it, yet held it shape. What in Lylat is this stuff made out of? she wondered. The rest of her thick thighs were eagerly enveloped in the smooth material as she reached her protruding hind. Fay took her time forcing the suit to glide around her globes as it was utterly easy, allowing an extra moment to enjoy the refined synthetic pressed between her legs. biting her tongue and holding her breath as she worked it against her folds “Woof! T-this feels incredible! So soft!” The silky contact gave with ease as she proceeded to reach her back and puffy midsection. “Even with my shape I slide right into this thing!” she said in her mind while bewildered at the sensation from the fresh suit. The suits arms were filled by her in no time while advancing up to her breasts. Only a slight effort and moaning exhale were required to squish the sizeable tits in with the rest of her body as she bent back to zip herself up.

Fay briefly quivered from the skin tightness; her body couldn’t help but feel comforted from being so snugly bound. “I swear I’ve never felt this from any suit before! I must really be in heat!” she said under her breath. Her paws gripped and stretched out around her tummy as far as they could with no appearance of hindering the suit. Eyebrows raised, she thought back to the mirror and hopped in front again, this time fully taking in the new look. The suit fit perfectly around her with a complete fitting form. Amazed, she still pulled at it testing out how it hugged every inch of her body and gave away to stretch at the same time “Definitely an upgrade, I really pull this off” she subtly growled at the figure in the mirror. Still staring, Fay began to blush once more. The feeling down in between her legs was growing at an even more rapid pace than when she was naked! “G-god I need to relive myself and this is just making it worseee” she lingered on the last word as her inner thighs started to heat up and make squishing noises from any movements. Staring down at her body now, one paw slid down the rounded stomach while the other squeezed her sensitive breast in a habitual notion. “Fuck-k I really need it” she whimpered.

“Well maybe I can help with that?” a voice sounded out.
She froze in place like a statue.

Fay snapped back to the mirror to see a mysterious tall presence meeting her eyes. Wide with shock, the spaniel whipped around and dropped her hands to her sides “Wha- I’m not! J-just testing the new suits!” she sputtered out. The dark character stepped forward from the door frame, apparently opening it without alerting the distracted Fem. “Relax, I know what’s on your mind” the figure advanced forward revealing a dark shining coat and muscular strong body type fit into a casual ship jumpsuit. He easily stood above her. Panther crossed his arms and spoke through the signature rose clenched between his teeth “And I know you’ve seen me staring. I’m usually quite reserved but your scent caught my nose so I had to watch on the cameras for a bit.” Scanning the room, Fay chastised herself for being so forgetful. 4 cameras were all rotated in her direction. “Ok so maybe I was just getting a good feel for the new shipment we got. It’s still only for testing purposes!” she lied. Her tone and anxiety felt unexpected. Isn’t this a welcome surprise? Didn’t I want to be caught off guard? Panther regarded her new attire with narrowed eyes, stepping even closer and spitting his rose to the side “Can’t deny that smell you’re making though. We do still have a few hours, the team reported in 20 minutes ago saying they’re held back” he stood only a few feet from her now, appearing rather intimidating. “So maybe I-I can help testing the suits too?” she caught it, a crack in his attempt at being courageous. Wow he’s just nutting up and going for it! About time! She smirked, feeling a lead over him knowing he was probably watching her and waiting to talk himself into it! “Ok, I guess you can help me” she cooed in her best girly voice. Panther’s mouth opened in surprise with a hint of excitement, still trying to cling to the guise of confidence. His demeaner started to vanish. “But this stays between us and you do what I say, got it?” He nodded profusely. Holy smokes I knew it! Fay’s smirk grew into a smile as she turned her back to the charcoal coloured cat, watching him heave a sigh of relief in the mirror. This is exactly what I need! Fay squealed inside her head, feeling her loins ache with heat and anticipation.

Keeping calm, Fay inched forward and promiscuously bent over unzipping her suit as she did. Keeping a watch on Panther from the mirror to see his expression of elation, caught up in the moment. His tongue crept out of his mouth to clean drool from his maw, Fay lightly chuckled to herself to not distract the team member from his upcoming task. The suit zipper hit the top of her rear allowing her ass to breathe from its tight confinement. Her paws grasped apart either side of the opening as she stuck her cushions outward presenting her perfect peach to the now very motivated cat. The suit perked up her ass while Fay put herself on display, spreading apart her generously sized cheeks to show off her soaked slit and pulsing tailhole.

“Lets put that tongue to wo-“ was all she made out before Panther made his way in bending down to meet her. “oooofff that’s it” Fay barked as the ecstatic Panther’s tongue dove into her sweaty hole happily forcing it apart with an aggressive lashing. Lap, Lap, Lap! Fuck that feels amazing, Miyu hasn’t done anything like this yet! Fay guiltily thought while struggling to keep herself open, tail wagging like a windmill. The aggressive wet tongue bombarded her with a feeling she had longed for. It was impossible to not lean into it and push back against his damp snout. Glshhh! W-wait that stretch feels r-really good! Without a second thought Fay began relaxing her puckered sphincter, beginning to gape from the strong tongue movements. I can’t help myself I want all of you! Distracted and satisfied, Panther barely noticed as Fay began to lean back even further. Before either of them knew it, his nose was squeeeezing into her ass. Sensations of pleasure turned into pure bliss for Fay, her cavity stretching around the face of Panther. Still continuing to savour the delicious taste of the girls spread, the cat continued slurping away. Fay took advantage of the upper hand. “I’m sorry this just has to happen! I-it feels soooo good” her words practically melting. She made her move. Keeping spread open to help him in, Fay hopped back enough so the slick head of her prey fully Schlurrrrrked into her colon “OOOOoooOOOoo!” she howled, finally embracing the predatory sensations. The slight struggle from the captive had no effect on slowing her down. Panther seemed to be almost entranced from the taste of his partner. “More m-more” she drooled; mind being taken over by her desires. The pink hole stretched out with a wet Shuuuulrkkkk and Gluuuurshhhhh as it engulfed its hostage, greedily opening for his bulky forced down shoulders as Fay slid overtop of him. Biting her lip from the pressure and acting on carnal reflex, she struggled to relax her spasming entryway. Regardless of the hole’s pulsing; passing the broadest part of the anal treat into her intestines came naturally “I… can’t… stop, this is a dream come true. Literally!” Fay panted out while feeling her belly begin to distend. One hand shakily moved from its cheek position to grope the bulging face as it protruded out. Her suit acting as she’d hoped by simply stretching and helping compress her stomach’s bulge; making a gruuuuble sound as the cloth formed around distinguishable body parts. It was a slow process of working in his massive body. Even though her soft buttocks allowed him to slip inside, Fay had her work cut out for her. Panther took a moment to take in his surroundings. Regardless of him recognizing far too late he was mere buttfodder, he began to convulse inside the tight passage just as his arms entered with a Shuluuuck! The wet noises of him stirring around her slippery tract while constricted against a tight suit only worked at turning Fay on ever more. “Must be pretty t-t-tight in there huh? Yo- you’re really stretching everything out! Good thing you llllubed me up!” she responded, tongue lolling out of her mouth to drip a coat of dog drool on her melons. Grooooan, guuuuullsh! His midsection and butt were rightfully consumed as the weight and size of her prey caused Fay to collapse forward. Releasing her hands from her ass spread and squishing the gut into the floor with a loud Thwomp, his dark buns were sucked inside. Her rectum clenched and unclenched in a perpetual motion all on its own, stuffing Panther deeper and deeper into his tight new home. Thanking gravity for existing on the ship, Fay aided his decent by propping her ass up against the increasing size of bulge, hands massaging her prey along the way. Without helping it, her tail wagged away to wet schuuuulrrp sounds from each bit of cat meat that slipped further in. With his largest parts already inside her, Fay began to relax and appreciate the size of her forming bed while her snack still futilely tried to keep from fully slipping inside the tubes. All that was left to claim were his legs, thankfully still large enough to keep Fay wildly moaning with content. Her barely cognitive mind drifted to her unoccupied hole, profusely leaking all over herself and suit with audible gushes “Ouuuu g-g-goooodness… Can’t believe I’m ah! -actually f-fitting you!” she managed to get out as her eyes rolled back. “Soooo close to being all mine!” The spaniel’s drenched pussy instinctually began to rub against the struggling shapes of her captive meal just as his legs began falling fully inside. “Ooooo Good boy, that’s the ssspot.” her gradual humping helping the cramped prisoner enter her in slow inches forward, finally letting her filled hole relax as it shut closed behind him with a resounding wet Shhhculk! “Fuuuuuck that’s good, you belong to me now! Such a tasty treat.” The fulfilled predator cried and panted from sensual tingles as her humping speed increased. A lightbulb flicked on, and with a proud smile Fay quickly zipped up the hole in her suit to keep the lubricant and her meal in its place. “You’re not going anywhere now, just a play toy for this pup!” she mockingly exclaimed. Panicked maneuvers from inside aided in pulsing Panther along the tight, slippery intestinal journey. In one last attempt Panther focused all his strength and compressed back against the hot walls surrounding him, spreading apart the velvety soft passageway long enough to rotate back around with a full 180! Fay shrieked, a most unexpected escape attempt from the fully consumed buttmeal stretched her insides further than she knew possible! “AHHHHHhhhhh W-WHAT THE HEEEELL!” Fay screamed through a mix pain and pleasure as her gut made a loud GRRROOOAAN! and GLUUUUORP! Although sudden and intense, the stretch amazingly drove Fay further into a horny state. “W-what in the name of Andross was that? And why d-did I like it so much?” she questioned herself. Although a valiant escape attempt, the entrance was sealed shut with a clenched hole and zippered suit causing Panthers face to be squeezed between the drumstick thighs of his captor right against her slit. The new placement of the beast only allowed a comfier spot to hump on, it was even more pleasurable to rub against the muffled cries of a vibrating face. “Oooouuu you were trying to get out! But flipped around feels even better! You m-make a great seat!” she moaned out as her humping picked back up to a vigorous pace with increased sounds. Gliiiicck! Schlaaaap! Shuulck! went the mess of sloppy grinding as femjuices leaked through her outfit.

The space dog’s session proceeded without hinderance. Mercilessly mashing away at her bed as she tightened the grip of her legs on the slowly melting prey’s body, beginning to sink into the floor while helping churn him into puppy fat. Fay couldn’t conjure up a single word other than moans and squeaks at this point, completely hypnotized with pleasure from whatever was left of Panther’s snout rubbing into her sticky clit. Her suit had done a tremendous job containing her soft mushy body as her assets expanded in size, although allowing girl juices to seep through and pool in the fabric. Fay panted out, adding more drool to a small puddle on her tits “Wooooof wooooof! Whaaah- mmmhh!” the cat inside barely structurally intact, rubbing against the perfect spot. Squeeelsh, schluuuck, shlaaaap Fay’s legs began quaking as she approached her well deserved orgasm, squeezing her thighs together, front paws digging into the floor under her. Tail ramping up to a rotor-like wag as her body wobbled in unison. Unable to hold back any longer, legs trembling while tensing together like a vice, the poor kitty inside GLOOOORPPED! to become pure sludge just as she reached her peak. A flood of ecstasy attacked Fay, sending squirts of creamy cum through her suit and all over her pudgy paunch. Her feet and tail twitched uncontrollably making her collapse straight into the softness beneath. As her eyes rolled back and tongue dopily drooped out Fay howled “AHWOOOOoooOOooOOO! F-FUCK YYEEEEEASSSHHH!” continuing to squeeze and hump the malleable bed between the increasingly larger thighs she toted. Brain consumed with serotonin, her hips pumped into the mass all on their own, milking the heaviest of climaxes for several long minutes.

Dizzy and unable to think straight, Fay’s pace slowly decreased. “wha- whoah my goodness…” She spoke through saliva strings, trying to come back to reality. The thick soup inside took the release of tension as a kickstart to start its job. Loud glompphs! gluuuuurrrps! and glooorps! announced the cat processing. Stomach pumping whatever contents it had back into her already chalk full bowels through contractions and squeezes. Villi viciously sucking at all the nutrients from the formidable meal to thicken up her glutenous ass and thighs. Soft tits becoming even softer as they expanded deep into the remaining bellyfat fighting against the chest of her suit. Fay was just coming back to a sound state of mind as her belly guuuurphed carrying on shrinking back into the floor. “Jeeeez you’re r-really spreading all over me huh?” Opposite feelings from the tightening of her suit on her stomach, and the stretching of it on her chest and backside caused more waves of pleasure to lock her in a cloudy state. “Wuahhh soooo much, s-ooo soft” Fay incoherently muttered, eyes glazing back again as her body did its work. The goop inside settling nicely across her frame as it was steadily absorbed with more GGGGURPHS! and SHUUULURPS! Panther had been fully reduced to dog chow for Fay’s body to gain from.

Fay took her time coming to. Time seemed to pass in a slow, unfamiliar manner. D-did I pass out? I feel so lost still… A startling fact washed over as she looked over her suit’s stretched appearance. Wow I actually did it! Couldn’t help yourself huh, girl? The now significantly thicker pooch gazed over her new form. Still immobile on the floor from exhaustion and preoccupation of gained assets, Fay first congratulated the material, panting as she did huff huff “Totally worth it! This suit is state of the art! Barely even put it to the test!” Her pushed up tits sitting atop the continually churning gut were the first rewards to be grateful for. She molded their perfect plumpness and increased cup size by sinking both paws deep in. “God they’re like a couple of water balloons!” she squealed, cheeks flush red as she played with the added size and jiggling milk sloshing about inside. Fertile cream leaking out with even the lightest squeezes made Fay whimper. Making the rounds of body admiration was difficult from her ‘doggystyle’ position “Gotta see the damage to my ass somehow…Oh wait!” Fay thought, getting the idea of checking the changing room mirror once more. Sliding her feet forward to a crouching position, the aqua suited belly GRUUUUMMMPHHED! with a slosh helping more goop inside find its home in rapid succession as it was squelshed through Fay’s tract “Mmmhh that’s a good boy, get allll settled in. Nothing but puppy pudge now!” Fay sat on her knees; tummy tucked in between them while turning to face the side of the mirror. She was greeted by a fantastic profile of the enlarged belly, hips and chest she sported. The proud puppy licked her chops and moaned heavily whilst squirming in the sticky puddle now forming on the floor. Smiling and digging her fingers into her paunch’s elastic surface, further loud Gluuuuphs sounded out as Fay watched with bright eyes as her behind expanded a few inches more. It was already massive, easily double its original size from the siphoning of her kitty meal. The ass flab remained perky even as it was pressed into the ground from the knee bound position. She wasted no time and immediately dove deep into the fat with twin paws, kneading it like a humongous wad of dough while it rippled before the mirror. She paused to let it settle before giving the dual watermelon sized flab a hardy smack, watching with glee as the gelatin shook once more “Holy smokes my ass is way bigger than my boobs! Guess it makes sense that’s where most of you went!” she triumphantly proclaimed, proceeding to let her digits get lost in the mound of flesh “Mmmmhm I could get used to this.” The suits impressive ability of stretching to such a degree while retaining it’s ‘skin huggibleness’ after Panther blew up the canine’s proportions made Fay think: “I wonder how stretchy this stuff really is? Guess there’s only one way to find out!” She leaned into the residual gut one final time, pushing the feline’s last remains deeper as a Slooooorch! and Gurrrrbbbbb! accompanied her lustful smirk. “Guess I’ll just have to keep up with the suit testing!”


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Patreon pic done a little while back, featuring Fay Spaniel getting squishier! Story written up by an anonymous person, thanks again for doing it!

Hey, if you want to support me as an artist, you can help me out over here!
:patreonicon: Patreon

WIPs, with a few edits:
https://imgur.com/a/gDumqYo

Fay Spaniel, Panther Caroso © Nintendo

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