Pillow 11 - Star-Raccoon X

(Man into raccoon-TG)*

Star-Lord, Rocket Raccoon, explosions, lasers.

Two space adventurers, Guardians of the Galaxy, just having a normal Monday, fighting a squad of robotic DNA-extractors on the surface of an artificial asteroid that just happened to resemble the forests of Montana.

The deadly machines shot a barrage of missiles at the flimsy rock formation which the so called heroes were using as cover.

“Stupid trash panda!” shouted Star-Lord, AKA the human Peter Quill, after ducking beneath the cloud of dust and smoke. “I told you you shouldn’t try to rob the Collector!”

Rocket, the anthropomorphic humanoid raccoon who wasn’t even half the size of Peter, snarled a chuckle, enjoying all the violence, tinkering with some junk whilst the robots keep testing their quickly diminishing cover.

“Don’t whine, Quill, you said we were going to make a lot of money...” Rocket stopped, his pointy ears flickered. “Wait, did you call me a trash panda again?”

“I told you we COULD make a lot of money, which clearly means that you should have stopped me before we tried! What are you even doing? At least help me shoot back at them!”

Peter fired his two laser blasters at the squadron to little effect, he had to duck again to dodge the saw blade flying directly towards his head.

“I’m preparing our trump card! Just keep those tin cans distracted for a second... and don’t call me panda anymore! I may enjoy scavenging tech, but I’m not a goddamn panda you... Star-Lame!”

The raccoon quickly untangled some cables and connected them to a canister of pink goo that he was reasonably sure was a fusion pipe-bomb.

Despite their dire situation Peter had time to take great offense at his partner’s quip.

“Star-Lame? That’s a cheap shot!”

“Are you serious?”

“Hey, you take pride in trash, I take pride in my public persona!”

Laser fire kept getting closer and their argument heated up.

Rocket showed his sharp teeth to the human.

“Your persona of being the galaxy's biggest saddest loser?”

“That still counts as being the best one!”

“Goddamn you! Why didn’t you stay on the ship with Gamora?”

“Oh, I see, that’s your problem, that I have a girlfriend and a healthy relationship! Here’s the deal, finish that bomb before we DIE and I will stop on the way back at the pet store to buy you a panda girlfriend!

“**** off!”

“Horny rat!”

“Don’t you dare...!”

“Trash panda!”

“RAAAAAAAAAAAH!”

The racoon stood up and with both hands threw his poorly crafted explosive towards the robots. It bounced against a rock, rolled through the dirt and stopped at one of the machine's feet.

It blipped a couple of times... and then nothing...

After looking down at the device for a second the DNA-extractors returned to their murderous advance.

Inside his space mask Star-Lord rolled his eyes.

“Useless critter...!” he began to mutter... right before the bright pink explosion took everybody involved in the conflict by surprise...

The dome of pink energy shone far away from the artificial asteroid before disappearing.

Smoke, coughing.

When the dust settled down there was no trace left of any robot, nor of the guardian’s cover or of a big chunk of the land that was now a crater at the edge of which was standing Rocket.

He rubbed his muzzle, laughed maniacally.

“Aha! Taking ass and kicking names! Hurray for me!” he shouted, raising both his arms. When he lowered them, with a fierce sharp smile still on his lips, a breeze in his fur made him look down and realize he was naked. “Oh, uh...” he shrugged. “Guess it did disintegrate all non-organic material.”

Some more coughing came from behind him, he looked back and saw Star-Lord standing up from the dust.

“Stupid rabid raccoon! Do you want to kill us?!”

“It’s quite lame to complain about the result, Star-Lame,” Rocket crossed his arms. “My plan worked, robots zero, Rocket one.”

“You goddamn, godawful, trash eating...!” Peter’s rambling was interrupted by Rocket’s laughter. “Why are you laughing?”

The raccoon was holding his sides, laughing hysterically, he raised a hand.

“Sorry, sorry, I generally can’t take you seriously, Quill, but if you have your junk dangling around there’s no chance I’m not gonna laugh at you!”

“What are you...” with a terrible chill crossing his spine Star-Lord looked down and realized that he was as naked as his companion, only his space mask and boots remained on his fit body, his flaccid penis swinging free for everybody to see. “******* hell!” he yelled, angrily.

“That’s not child friendly at all.”

“Damn you, you stupid rat, you burn all the stuff we stole... AND MY FAVORITE JACKET! All of this was for nothing! Absolutely nothing!”

Rocket didn’t seem to care at all.

“You win some, you lose some,” he said. “And I laughed all along the way, so I wouldn’t say it was strictly a waste, but I do have a question...”

“Question?”

“Aren’t you sure you aren’t a female, Quill? Your crotch stuff is small!”

Behind his space mask Peter’s face turned bright red.

“That’s because I’m cold! Yours doesn’t even show up!”

“My balls are bigger and hairy than yours!”

“So what? You are a deformed gnome! Your body is all disproportionate!”

Rocket had a very clever reply ready for that attack, but he didn;t manage to use it, because he had just noticed how, suddenly, right below Peter’s nipples, which were quite hard, a second pair had just sprouted out of his skin.

The raccoon blinked a couple of times and that was enough for Star-Lords tits to swell as more teats began to line up on his chest.

“Just a deformed mutated weirdo!” shouted Peter starting to lose inches very quickly.

His companion rubbed his eyes in amazement, dark gray fur was sprouting around Peter’s navel and crotch, his ears were growing pointy and his cock was shrinking along with the rest of his body.

And the best part was that he hadn’t even noticed it yet.

Rocket didn’t have to think much to figure it out: Peter was transforming, mutating into a creature just like him, a raccoon...

A female raccoon by the look of the teats.

That made him burst back out into laughter.

“What are you laughing at now?” Peter rubbed his neck, his voice sounded feeble and weak, squeakier.

“At you!”

A tail began to swing behind him, fur was everywhere... Peter noticed that Rocket was getting taller...

“When did you get so tall?” he asked.

Rocket slapped his knees.

“You’re shrinking Star-Lame!”

“Shrinking...” Peter saw his fur covered arm, the sharpening of growing claws, looking down he saw his tiny shrunken cock and rows of furry teats. “Holy Galactus!” he cried. “What the **** is happening to me!”

His bone cracked, hips expanded and shoulders locked, becoming smaller by the second.

“It must have been the bomb, it combined with the extracting fluids of the robots and my DNA, which reconfigured yours into a raccoon...” Rocket crossed his arms. “A female one... because...”

“FEMALE?!” squeaked Peter.

Rocker smirked.

“Female because you are a Star-*****!”

“I AM NOT A *****!”

Peter’s voice was stretching behind the mask, his body was so far gone that struggling with the changes had led him down onto all fours, losing his boots. That made Rocket figure out something else, this raccoon that was forming in front of him wasn’t going to be anthro at all. The transforming man moaned and snarled down on all fours, paws in the dirt, back legs wide open and his ringed tail raised up stiffly. The shrinking of his skull squeezed the information in his brain, which in turn turned his sexual desire up to eleven!.

His cock, flaccid and small, seemed to be the only thing that remained in that raccoon body, and the smell of sweat began to make Rocket’s own balls tingle.

“Ahhhhhh...! Ahhhhhh... Ahhh...” gasped the almost female.

“Is that an invitation, Star-*****?” asked Rocket with a smirk.

“Rooock-et-et-et...”

Rocket moved closer, his penis growing erect.

“Hmm?”

“**** Meeeeeh! ****! ****! **** andddd ****!“

“That’s way past our swear limit...” whispered Rocket, grabbing the exposed female’s hips. “But if you ask me, I’m not gonna say no!”

The female got what she wanted.

Rocket began to thrust his erection at the meek flaccid penis, firmly and decisively, making the female squeak and cum his last spit of sperm. As Rocket kept pushing that penis slowly conceded terrain to his manliness, shrinking further, receding inside the body and ultimately forming a cunt that fit the male’s penis perfectly.

With a final powerful thrust Star-Raccoon’s mask fell, no human face was behind it, just a horny lust lost female feral critter with her tongue hanging out as she was filled with male seed.

“Ufff...” Rocket swept the sweat from his furry forehead. “I would be lying if I said I didn’t enjoy that more than I should have.”

The female looked back at her mate, cocked her head in confusion, she sniffed Rocket’s muzzle, gave him a lick and then ran away to look for food. The remaining Galaxy Guardian stood there, putting his hand on his waist, watching as his fuck partner began to dig under a bush.

“Censorship of honest art sucks!” he said to nobody in particular and then proceeded to frown, worried. “How the hell am I gonna explain this...?”