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The Transformation of Shepard	By : Libertatem Category: +M through R > Mass Effect Views: 153435 -:- Recommendations : 1 -:- Currently Reading : 5
Disclaimer: I do not own Mass Effect or the Mass Effect Characters. I make no money or profit from this story

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Kelly looked up at Shepard with a look of admiration and loyalty. "From the moment I met you, I knew I could close my eyes, fall back and you'd be there."

"I might do more than catch you, Kelly." The last woman she had been with was Liara and that was before the Normandy's destruction. Did Liara even know she was alive? Probably not. After all, it was Cerberus, not her friends who had saved her.

"Now that's an enticing thought", said Kelly. She squirmed with the unexpected advance from Shepard. "… Is there anything else you want to talk about?", she asked nervously.

"Actually, yes. Could you show me up to my cabin?". Living on military ships most of her life, Shepard never had a room of her own.

"Sure!", Kelly said as her face lit up. "Right this way, up on the top deck." It was a short elevator ride, but just long enough for awkward silence. "I hope I wasn't too forward earlier", Kelly said shyly.

"You're very charming Kelly."

"The feeling is mutual". The elevator dinged as the doors opened. Shepard pressed her lips against Kelly's and put her arms on her waist. They made out as Shepard backed Kelly up until they found the bed. Shepard pulled Kelly's shirt off over her head and unfastened her bra. She grabbed each of Kelly's firm breasts squeezing each one. Shepard pushed Kelly back onto the bed, pouncing on top of her and putting a leg on either side of Kelly's waist. Her hands found their way back to Kelly's breasts, this time tweaking her nipples. Shepard began to grind her waist on top of Kelly's stomach as her companion stroked Shepard's thighs. Then Shepard stopped.

"What's wrong?", asked Kelly.

"I feel... wrong." A sharp pain started in Shepard's groin. She unbuckled her belt and unzipped her pants. A small bulge poked from inside her panties and Shepard's rolled back in ecstasy.

Kelly's curiosity got the best of her and she pulled the front of them down. Shepard clitoris was growing longer and changing by the second and stopped when it reached the shape of a foot-long, testicle-less penis. Pre-cum began to drip from Shepard's erect shaft.

Kelly had opened her mouth in shock and Shepard wasted no time. Overcome with lust she thrust her cock down Kelly's throat. Kelly's eyes widened and Shepard ran her fingers through her. Shepard didn't last long. She began panting heavily and shot her load into Kelly's mouth.

"Fuck...", whispered Shepard as she fell back wards onto her friend's legs. Her cock was still hard and Shepard twisted her own nipples, relishing in the ecstasy of her first 'male' orgasm. Kelly began to cough up the sperm and regain her breath. Shepard let out a smile started to untie her boots and remove her uniform.

"What the fuck was that?", asked Kelly as she wiped off her mouth. "How do you... how is that even... ?"

"Shh...", whispered Shepard as she put a finger over Kelly's mouth. "I'm not done with you." She kissed Kelly on her breasts and trailed down to the bottom of her stomach. Shepard pulled Kelly's remaining clothing off and threw them lazily to the side.

Shepard prodded Kelly's cunt with her still-hard cock. She began to thrust, slower this time. Shepard had regained her senses and after all, she didn't want to hurt her new lover. She pumped deeper and deeper, with Kelly taking more of Shepard cock after each trust.

Kelly was  moaning loudly. 'It's good no one can hear us', thought Shepard. She grabbed Kelly's arms and pinned them above her head, holding the other half of her body onto the bed. She kissed Kelly, their breasts rubbing against each other.

Shepard pulled her head up and thrust her cock into Kelly all the way to the base. Kelly screamed in delight as Shepard's massive penis was forced entirely into her. Shepard's cock pulsed as she let loose her second orgasm. Cum oozed out of Kelly as Shepard pulled out, spilling onto the sheets.

Shepard gave Kelly's stomach a stroke with one hand, moving slower over where her womb was. She fell down onto the bed beside her.

Kelly rolled half-way on top of Shepard and placed her right hand on Shepard's breasts. She kissed her commander on the cheek and fell fast asleep.

***************

Shepard couldn't sleep. She lay deep in thought, listening to Kelly breath softly. 'What was that? What have I just done?', thought Shepard. "Am I a freak?" She had been with women, but had never really been inside them. 'Where did this cock come from? I've never even heard of anything like this. How is this even poss....?' Miranda. She was the one who had reconstructed Shepard after her death. She oversaw the entire project. 'That fucking bitch. She must have known.' Tomorrow she was going to pay.
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The Transformation of Shepard