Happiness is a Warm Pouch

When Jeff found himself awake at 3:00 AM, he knew in his gut something wasn't quite right. He had always slept soundly, never had any problems with insomnia... but on that night, he couldn't quite coax himself back to sleep. He looked at the digital clock on the wicker nightstand and watched it count up to 3:02, 3:03, 3:04... The green numbers glowed and shimmered in a fevered haze as he became dimly aware of a steady throbbing pain in his head. He was sweating; his auburn bangs were plastered against his forehead with cold flop sweat. "Did I catch something in town?" He muttered to himself, quite certain he was perfectly healthy when he went to bed... how long was it ago? 7 o' clock sounded right.

He wiped his brow, feeling the sweat smear like grease on his hand. He was seized by a coughing fit, which riled his headache into a drilling pain. With a low groan, he threw his legs over the side of the bed and dragged himself to his feet. There was a dot of black on the back of his hand where he wiped the sweat off, but he dismissed it as the light, he wasn't going to dignify this sudden illness with worrying.

He let out a low, groaning yawn as he shuffled into the bathroom. He didn't even bother with the light as he groped around in the medicine cabinet; taking bottle after plastic bottle out and trying to read the labels in the dark. Finally, he found a white bottle with the word 'COLD AND FLU' and breathed a murmur of relief as he got it and turned the childproof cap... and his grip slipped. He tried again, another slip. His hands were too slippery to even get a firm hold of the fine grooves on the edge of the lid. It felt like he had just shoved both his hands wrist-deep in a trough of vegetable oil.

He fumbled and fought with the wretched cap, cursing heavily under his breath, until he finally wrenched it off and dropped the black-stained cap in the sink and rattled three shiny little capsules into his palm. He popped them in dry and threw back his head and swallowed. He scratched his belly through his pajama top as he made his way back to bed, his fingernails were longer and quite a bit sharper than he had realized. He returned to his bed and was immediately greeted with a sharp pressure just above his rear, his skin felt tight... stretched out. He got up and adjusted his pajama pants until a black, glossy tail fell over the waistband. He closed his eyes, hoping to salvage some precious REM sleep; until a strange sensation woke him back up. It felt something like a kitten standing on his chest. He opened his heavy-lidded eyes and sure enough, there was a dark shape on his chest... like a large rat. It was only there for a split-second before scurrying away into the shadows, but it was definitely there.

"Fever dream. Nothing but." Jeff mumbled as he turned over and lay on his side; he shut his eyes again... and was immediately awoken by a throbbing warmth that started in his belly and flowed down, down into his crotch. An instant later and the throbbing turned into a persistent ache, a need for release. He wiggled out of his pants and boxers and grabbed his member, shuddering under the cold sweat and the black latex that slathered out of his pores. He stroked and worked the shaft, slowly at first and then building up into a mindless frenzy. He forgot the fever and everything else but his self-abuse. He had to cum, needed to... but the more he stroked the farther away his moment of release and relief felt. His mouth, now growing into a pointed muzzle hung open, his dark-colored tongue lolling out as he took deep, panting breaths as he arched his back, thrusting his pelvis as he jerked.

Finally, the moment came and globs of oily black latex ejaculated from the head of his penis. It lay flaccid and small in his hands as he let out a low, animal groan. He was only barely aware of the rubber soaking into his skin, reshaping his body. He just laid back and rubbed the black rubber ejaculate into his skin. His male organ, having served its role in the latex's plan, drew back into his body centimeter by centimeter. Jeff's socks felt sticky and cramped so he peeled them off, letting his big feet, his long grasping toes wiggle free. He threw the black-stained socks onto the floor as he felt around his shifting nethers with his other paw...hand.

In but a moment, what was six inches became one half-inch and that half-inch pulled itself up into his body, leaving a sensitive feminine cleft that she clumsily poked and fingered at.

She... He gritted his sharp needle-like teeth as he fondled her...his self. He was certain this was just a dream. She was sure of it... why was she so confused about her gender? It was obvious she was a woman... no a man... no. Her ears felt funny. They were ringing like she was on a high-altitude flight and they felt higher up than they were. Bigger too.

Her train of thought was interrupted by the forming of her pouch, nestled tight in her belly and waiting to be filled with cute little spawn. She had decided that she would name any girls she had Amy... no wait, this was not right.

She shook her head. Jeff, who was Jeff? This was a dream, she told herself that. It was a dream and all she had to do was to pinch herself. She took a bit of skin on her arm between her finger and thumb and squeezed, only to hear a squeak like a wet tire. She was wide awake now, sitting upright, panting.

She looked down at herself. She was now a bipedal opossum thing; covered in... no made out of glossy, smooth black latex. He tail swept back and forth on the mattress as she looked down her muzzle at her chest. Something was wrong.

She took a deep breath and focused her mind. She strained internally as the latex on her chest rippled and shifted, a pair of perky breasts bloomed from her formerly washboard-flat chest. She squeezed them in her claws, how sensitive and soft they were. They continued to grow and swell in her hands, filling up with latex-infused milk. Her hands migrated down to her hips as she felt them grow outward with her belly into a set of thick, huggable curves. She giggled in a self-satisfied way; this was her favorite body type... what was the word for it? Zaftig? That sounded right.

Jem hooked her thumb on the rim of her pouch and stretched it open, watching it snap back and send ripples all throughout her rubber body when she let go. And then her big, round ears perked up. She got up off the mattress and pulled open the window. Her body and mind were being steered by an unspoken force of instinct, she threw her body over the edge of the window and crawled down the side of the building head-first, claws digging into the vinyl siding.

She needed to mate. And if she couldn't find a mate, then she would just have to make one herself.

- Sally was thrown from a pleasant night's sleep by the sound of something in her house. The young woman sat upright with her covers bunched up in her hands, sitting still as her nerves would allow. She listened in the dark, hearing silence then the distinctive shuffling of footsteps. But there was something not quite right about them; there was an odd sort of 'squeakiness' to the footsteps, like wet sneakers on a tile floor. And every so often, she would hear them again. A torturously long few seconds of silence, then squeak.

And then Sally noticed it was getting closer, whatever it was. She swept her blonde hair out of her eyes and retrieved the heavy, shiny red self defense flashlight from the nightstand. She held it in a reverse grip with most of the foot-long handle ready to serve as a truncheon at a moment's notice and stepped out of the room slowly, sweeping the soft white light side to side as she made her way down the hall.

With every step Sally took, she felt like something was watching her. It was an unpleasant, crawling feeling like an insect on the back of one's neck. And with it, there was a curious oily smell, with a synthetic note mingling with it, like the smell of a rubber ball fresh out of its packaging. The smell had lead Sally to the den where she noticed an open window letting in a low, lonely breeze.

He heart skipped a beat, and then skipped two more when her flashlight caught what was on the floor.

Footprints, a long trail of them leading from the window tracked in a slick black substance. And they didn't belong to a person, which Sally was certain of when she knelt down in her pajamas to get a better look. The toes were longer, ending in claws long enough to leave little scuffs in the hardwood floor with two of the digits resembling thumbs.

She touched a finger to the shiny black grease staining her floor, and then brought it to her nose. It smelt so strongly of rubber that the smell caught in the back of her throat and almost made her gag. Sally knew that whatever was in her house was big and probably hungry, so she went over to the black plastic phone on the wall only to see the wire hanging in two limp pieces, chewed clean through.

She cursed, she cursed loudly and before her better judgment could stop her and almost as if answering her, there came a high-pitched, throaty hiss from the darkness behind her. Sally spun around just in time for a big dark blur to tackle her to the floor, sending the flashlight rolling to a corner of the room well out of reach. She screamed, only for whatever was on top of her to thrust its paw over her mouth. She could smell that greasy rubber smell more than ever; it permeated every part of the beast's body. The thing leaned in closer and she could see just enough of it to know what it was.

It was a humanoid opossum, with a body that was both curvy and well-muscled for climbing, made entirely of shiny black rubber from whiskers to tail. Sally could tell it was a female thanks to the heavy, plump breasts it sported, with milky dark-gray latex trickling down from its puffy nipples in thin trickles.

The creature bared its shiny, needle like teeth in a bone-chilling grin as it spoke to Sally:

"Breed"

She looked up at it, silently asking a hundred questions with her blue eyes wide with shock, and the creature answered in its smooth, slippery voice. "I need a mate. You are it. Breed and we'll be a family. Happy family."

The thing withdrew its hand from her mouth, she took in a sharp breath and rushed to put words to the scattered jumbles of thoughts racing around in her mind. "What are you?" The opossum thing only smiled. "Drink. Drink and be better." And before Sally could voice her objections, the freakish marsupial cupped the back of the human's head and thrust her open mouth toward its breast. Her lips landed squarely on the nipple, catching the first swallow of the lady opossum's synthetic milk.

The taste was overwhelming, like dark chocolate mixed with milk and a slight rubbery after taste to follow it. It compelled Sally to keep drinking as the first swallow went down her throat. And the more she drank from the opossum's breast, a pleasant numbness settled in her mind. She felt herself relax into the creature's tight, warm embrace as she suckled like a calf.

As Sally drank, she was blissfully unaware of the liquid rubber seeping down her cheek in flowing tendrils, caressing and gripping her fair skin as it coated her.

As her face was coated, the stuff started to bubble and squeak as her face was pulled out into a snout much like the creature's own, with little whiskers soon following. Her hearing popped as her ears migrated to the top of her head, growing wider and rounder to let new sounds in. Sally arched her back, moaning as the rubber flowed down, with her captor rubbing it into her body, spreading it further and faster with every gentle touch. The rubber rolled down Sally's chest, dissolving her pajama top and converting it into more rubber. Her chest tingled as the rubber flowed over her skin, constricting her breasts and pushing them flat against her body until they had entirely receded into a flat, broadening chest. Sally's bones ached as the shiny, squeaky stuff sculpted her shoulders and arms into broader, more muscular forms. Her hands were next to be engulfed, her delicate human hands remolded into long-fingered claws perfect for climbing, for seizing prey. Rounded fingernails narrowed and sharpened into vicious looking claws shining obsidian black like the rest of her changed body.

The latex slid down over her hips, sending another wave of pleasantly dull aches as her hips were narrowed to shoulder length, feminine curves shifting to masculine shapes and musculature. When it reached her crotch, Sally felt something push out of her, bit by little bit. A fleshy, throbbing organ bulged out from the rippling, squeaking rubber, with two firm balls beneath. Sally let out a lusty moan as the latex sheath opened up, letting a nine inch cock emerge fully erect and leaking rubbery precum.

And that was not the only new addition to Sally's body. A long, tapering tail pulled out from the small of her back, right at the base of her spine and filled out its length quickly, sending creaking ripples through the rubber with every inch that pulled out. With a sound like a rubber band snapping, the new tail synced up with Sally's body, its four foot length curling around the opossum on top of her. Finally, her feet were engulfed. The short human toes pulled out into agile claws, and she felt a rush of excitement knowing her metamorphosis was over. In her clouded mind, Sally knew something was wrong, but it felt good... very good.

"Breed now!" The she-opossum hissed, rubbing her rubber body against Sally. Sally let out a happy groan and licked her teeth.

"Yes," was all the former human could say before her...his mate thrust her body forward and hilted herself on the newly minted male. Their bodies squeaked as they rubbed together, with Sally bucking his hips against his eager mate. His new mate was so tight, her folds clenched firm around his engorged shaft making the wonderful squeaking noise all the louder as he pumped in and out, in and out harder and faster as they licked and nipped playfully at each other.

The she-opossum brought his head up to her chest, giving him another drink of her sweet, sweet milk as they coupled on the floor. They had settled into a brisk, indulgent rhythm; perfect for the both of them. Sally felt a rush of feeling in her loins, then a starburst of pleasure and release as he pumped load after load of hot, slippery latex seed into his mate. they cried out in orgasmic unison, their squealing echoing throughout the house, then they collapsed into each other's arms. Sally felt a glow in her belly, she would bear his offspring. This was a certainty, and the idea of raising a new brood of rubbery marsupials made his heart flutter.

"Name?" the former human whispered, nuzzling his dear mate, his mistress and carrier of their spawn.

"Jen..." She replied, licking his neck. "Yours?"

"Sal."

"That is a handsome name" Jen sighed and rubbed her belly. Already she was starting to firm up there, it wouldn't be long at all until she had her first litter. Sal leaned over and licked her on the cheek, spent but totally satisfied. Sleep came to the both of them quickly. Tomorrow, they would leave this house in search of a safer den, but for now they were at peace, their dreams filled with visions of warm, happy pouches full of happy baby opossums.