Here's chapter two! It's out faster than I thought, but I kind of wanted to update today, and I've been writing more anyway, so I figured why not.

There are links to the pictures of the characters, the ones that inspired the fic. See them if you please. And just for the record:

Disclaimer: I don't own Happy Tree Friends, the characters, nor did I do any of the pictures.

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Chapter 2

Flaky liked mornings most because they were quiet, and because nothing 'eventful' ever happened. Flaky could just wake up and relax for a few hours, laying in the comforts of her peach sheeted bed and not have to worry about body parts flying through her window or psychotic bears or flying squirrels or moles being the absolute death of her. In the mornings, Flaky just kicked back and relaxed.

At least, that's what Flaky did on most of her mornings. But Flaky woke up extra early this morning because something seemed wrong with her breathing. It was like she was breathing… better than she usually did. If not better than she was breathing slower and deeper than she was supposed to. Flaky moaned and cracked open her sleepy eyes to try and activate her brain, tickling her pupils with the soft dawn glow.

Everything in her room was dusted with the colors of sunlight as it spilled through the window above her bed. It made everything seem so much cleaner (it helped considering Flaky actually kept her own room clean). She had left the window cracked last night – something very uncharacteristic for her. The porcupine could smell pine and water. Flaky's stump of a home was stationed right beside a river, one that wound just behind her bedroom.

As Flaky began to get the fuzzy sleep-mask of dreamland out of her eyes, she noticed something strange. There seemed to be two lumps sitting on her chest. What were they? They rose and fell with each of her deep, long breaths. And why were her arms longer? And how come her feet were so far away now? And why didn't she feel her quills digging into the mattress? For that matter, why wasn't Flaky sleeping on her stomach, like she always did?

The porcupine frowned and slowly sat up, hoping that whatever was on her chest would fall off. But instead it rose with her – whatever it was was attached to her body. Flaky began to panic. Was it a parasite or some kind of disease?

Her blanket slipped off and Flaky was able to see clearly what was on her chest and the sight startled her. Before Flaky had wondered into Happy Tree Valley, she had seen humans before, camping and taking hikes and all that good stuff – mostly tourists. But she remembered all of the female humans having lumps like hers on their chests. Not the younger ones though, she thought, but the older ones had them. The ones on Flaky's chest were covered in long red-orange fur that matched the rest of her stomach. She hesitantly touched them. They were squishy and soft. Though most of it was covered by her chest fur, Flaky could still feel the shape of them. She found that in the middle of the front of each one there were even softer spots, and to touch these spots tickled – it felt strange but nice at the same time. The feeling was interesting, but at the same time it made Flaky feel a little uncomfortable.

Flaky stopped touching the lumps when she noticed something else was different. Her arms were longer. Reaching back, she felt for her quills, but they weren't there. Instead she had a long mane of dark red hair with the bangs falling into her face. She moved the hair out of her eyes with a paw and felt the hair. It was soft at the top, but near the roots along her scalp and down her back were tiny, sharp quills. The quills were hidden by the hair and were about an inch long.

Flaky realized that her ears had gotten bigger too, cat-like, and drooped downward. They were short and stationed just behind her new hairline. Tiny quills were at the base of them too. Flaky's tail was longer and covered in the same red fur as the rest of her body, though the fur on her legs and arms was short and the fur on her tail, cheeks, and stomach was longer.

Flaky stroked her fur and felt her face, slowly leaving the comforts of her bed to find a mirror. Her face didn't feel round like it used to be – instead it was more oval shaped, longer, with a little bit of fur growing from her cheeks. The female's hands and feet were smaller, but she still had thumbs. She also saw that she was taller – Flaky had been around two and a half feet tall – now she was about three foot three.

Looking in the mirror, Flaky was amazed to see that even her eyes had changed. They weren't their usual Pac-man black – the pupil was round and she had an iris of color surrounding it, framed by long black lashes. Flaky's eyes were a clear scarlet or apple red color that matched nicely with her fur.

For another hour Flaky sat on her sheets and thought about her new body, experimenting with it to make sure that everything still worked the same way. Her legs and arms, ears, mouth and nose and eyes still worked fine. She could move her tail without difficulty. She could even unsheathe her long claws easily (it was an activity Flaky never did anymore).

The porcupine also noticed that a very important part of her anatomy seemed to have moved somewhere else…

Blushing, Flaky began to exit her room, wondering if she should hide her new body and if so what with. Humans wore clothes – for the longest time Flaky had thought that shirts and pants and dresses and skirts were a dumb idea. Sure, some of the other friends wore clothes, but they did that for fun and comfort, and they didn't need to wear them. But now she found that the humans had a perfectly reasonable answer to that question.

Flaky felt that her new body was something to keep to herself – so, without knowing what else to do, the porcupine ripped off her thick black window curtains and wrapped them around her body like a dress, keeping it held in place with safety pins. It looked weird. In fact, it made Flaky looked like black licorice, but it would have to do until she found a way to get some clothes.

So, deciding that breakfast would help her think, Flaky walked into her kitchen and began to make a bowl of cereal for herself. A little while later there was a knock on her door. Flaky was halfway finished with her bowl; standing she placed the cereal on the counter and hesitantly walked over to the door. She didn't really want anyone to see her like this.

Another knock forced Flaky to open the door. She was very surprised to see Giggles, Petunia and Lammy standing there. And every one of them had changed just like her.

"You too?" all three of them asked in unison, as if the line had been rehearsed. Flaky nodded her head and moved aside so that the three could come in.

Giggles had wrapped one of her bed sheets around her body; now she let it fall to the floor and Flaky could see that indeed her body had changed as well. She had lumps on her chest too, but they were a little smaller than Flaky's and only had a bit of short, fine hairs to cover them. Another thing Flaky noticed about herself and the others was that they were shaped differently too – their torsos would curve inward and then outward, giving them a more defined waist. It wasn't very pronounced for Flaky, whose curves were just barely noticeable, but for Petunia and Giggles you could easily tell they had changed. A small tuft of hair on the chipmunk's head held her large, droopy red bow upright. Giggles's small bushy tail twitched as the chipmunk kept looking over her shoulder and walking in tight circles. "Do I have still have my stripes on my back?"

"Yes, they're still there, Giggles," Petunia drawled, seemingly annoyed by Giggles's off-topic question. The skunk's tail had grown to ridiculous proportions, and was fluffier and silkier than it had been before. Petunia had a lock of light blue hair growing between her darker blue ears and her pink flower was nestled between the hair and her left ear. Petunia's air freshener now rested between her own two lumps, which were indeed larger than all of the other's. She was using her oversized tail to cover the rest of her body, but released it once Flaky had closed the front door.

And then there was Lammy. The lamb was the youngest of them all; Giggles was second, Flaky third, with Petunia being the oldest. She was still wearing her sweater, which seemed to have changed along with her body. She wore no pants underneath and kept pulling the hemline down further. Her sweater was large, white and fluffy, with long sleeves and made of material that hugged her small curves. Lammy seemed to have the smallest lumps out of the others, or they were simply less visible beneath her sweater. The girl's fingers had been replaced with hooves – two fingers and one that acted as a thumb. Lammy's long purple ears fell to the side of her face as Flaky's did and against her bare shoulders. Lammy's short white hair fell like wisps of thread in her pearly blue eyes as tears began to form for what looked like the second time.

Lammy sniffled and ran over to Flaky, giving the porcupine a fierce hug before she could get away. "Oh Flaky! I feel so weird! And Mr. Pickles hasn't said anything to me all day! He hasn't even killed anybody!"

Mr. Pickles, who Lammy held in her hand, was waved in front of Flaky's eyes and then removed.

Flaky patted Lammy's back awkwardly as the girl cried for her unresponsive best friend. Petunia shook her head and Giggles wore a concerned face. "Do you know what's happened to us?" Flaky asked as Lammy began to calm down.

Before she could answer, Petunia shot out a loud sneeze which was followed by a fit of short, dry coughs. It was then that Flaky realized that Lammy's eyes weren't just red from her tears, or her nose stuffed from crying.

"Are you guy's sick?" she asked, holding Lammy by the shoulders and examining the girl's face. Giggles shrugged. She let out a short cough and said, "I don't know. These two seem to have it worse than I do. I'm just coughing. But Petunia's been sneezing and hacking like that all morning."

"She's right," Petunia said. The skunk shivered and made a face at her hand. She asked Flaky for a tissue and as the porcupine went in search of one Petunia explained.

"I woke up this morning because my nose was stuffed and it was hard to breathe through it. When I woke up I looked like this." She gratefully took the tissue Flaky gave her. She whipped her nose and continued. "I snuck over to Giggles's house without anyone seeing me and the same thing had happened to her. And then we went over to Lammy's barn and found out that the same thing had happened to her too. I thought I was the only one who was sick, but Lammy was sneezing and coughing when we got to her house."

Lammy said, "Mr. Pickles woke me up because he said I was moving in my sleep. I don't remember what I was dreaming about though. And then he wouldn't say anything at all!"

Giggles spoke up. "We came to get you Flaky because my mom offered to make us some clothes. You just have to bring some materials. Those curtains would actually make a pretty sexy dress."

Flaky blushed though she knew her friend was joking. "I'm worried," she admitted. "I mean, mostly because I don't know what these lumpy things are for."

It was the chipmunk's turn to blush. "Uh, my mom told me about this stuff earlier, when I woke up. I… she… She can tell you guys later. But we should probably get going. I want to get there before any of the boys wake up."