Mardi Gras!

Story by Hinny Mule on SoFurry

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This story is copyrighted, so NO takee!

Mardi Gras!

By William W. Kelso

Mardi Gras, New Orleans! It was everything I had ever imaged it would be and more, and less. The incredible parades and costumes, the partying, the bars and restaurants with the customers overflowing into the narrow streets, the Dixie Land Jazz and Blues which I love, but most of all the incredibly beautiful women everywhere you looked. All those beautiful women, but not one for me, even the plainer woman never gave me much of a look.

I was in my late 40's and still a virgin. My attempts at "romance" had been total failures bordering on comedy. Shakespeare would have loved me. I was very plain, overweight (but not obese), and just not very attractive. I guess I had no sex appeal at all. Plus I was a "nice guy", and nice guys finish last. If I couldn't get "laid" at Mardi Gras then I guess I just didn't deserve it. I didn't even know how to look for, or find, a prostitute. And it was almost over, two more days and it was back to my dead end so-called job in a small Texas town where I had more of a chance of getting a date with a cow then a woman. So I was completely surprised with a stunningly beautiful young woman suddenly sat down at my table.

Sophie had been disappointed by Mardi Gras as well, but for different reasons. Her Mistress and Patroness had sent her to find suitable "candidates" and so far she had only found one. Her Patroness had not been very pleased with her, so she was getting a little worried. If she wanted to move up in her level of training she needed to do better. She had been cruising the bars on Bourbon Street all evening, and nothing so far. It was getting late and she hated to report another failure. Plus it was annoying to have to fight off the attentions of all the men interested in only one thing, not that she wasn't interested in sex too; it was just that she had to save herself for very special "lovers". She was about to leave "Lafayette's Bar and Club" when her senses suddenly detected what she was looking for, at last! It wasn't hard to spot her target once she knew where to look. And at least he wasn't some obese slobbering pig, in fact he looked pretty harmless, in a nice way. The kind of man she wouldn't look at twice normally, but this was different. She made her way through the crowd towards his table.

I looked up as the beautiful young woman slid into the only other chair at my very small table; it was more of a stool really. She smiled at me with big beautiful white teeth and asked me if the chair was taken. Like the doofus I was I just stared at her for a few seconds before responding.

"Oh, uh, no Miss. Have a seat." She sat down and I stared some more, rudely I'm afraid. She was beautiful, what I think they call high yellow or something like that. She watched the crowd for a minute, then turned to me and asked,

"This your first Mardi Gras mister? It's something else, isn't it?"

"Um, yes. It is something else. I'm from Texas." And you're something special too, just the fact she was sitting with me made me pathetically grateful.

She was pleased; he was from out of town which was always good. If a local went missing it was one thing, if it was just some tourist no one would probably even report it. Not that it would make any difference though. She could tell he was very interested in her, any man would be, but her only interest in him was that he was a virgin. That was the main requirement for what her Patroness wanted. She knew it would be easy. She turned her full attention to him.

"You from Texas, that's nice. I've always liked Texans; they know to treat a lady." Actually she thought most Texans were bores. "Where you from in Texas honey?

I could hardly believe she'd even waste her time talking to me. I was flattered she seemed interested as I told her about my rather boring life. God she was so very beautiful. She let me buy her a drink, and then I could NOT believe it, she asked me if I'd "escort" her to her home! Maybe she was a hooker, but if she was she never mentioned any payment, but if she had I'd have paid anything. But had I known what she really wanted in payment I would jumped out the window and run screaming down the street. But by the time I did, it was way too late.

As she expected it was easy. Bless his heart, he was as boring as the day was long, but he was sweet in a desperate naive kind of way. And he was so polite, holding doors open for her and calling her "Ma'am" all the time. She almost, but not quite, felt sorry for him. He made it so easy. He almost tripped over himself when she asked him to escort her home to "protect" her from any muggers. And when she asked him in for a "drink" he almost fainted. It was so easy.

I couldn't believe this was happening as she invited me into the little bungalow that she lived in. It was in a rather quiet rundown neighborhood that had that old New Orleans charm with lots of different kinds of architecture like old cities have. When she asked me in for a drink I couldn't believe it, I thought I'd died and gone to heaven. I hoped, prayed, it would go further but even just a drink would have been fantastic.

When she kissed him she was surprised at how fiercely he kissed her back, it was clumsy but passionate. She let him kiss her as long as he wanted, and reaching down she took his hand and put it on her more than ample breasts and he gasped and kissed her even harder. She finally pulled away from him, and then while he watched she slowly took off her top, and then her bra, her large firm breasts barely jiggling. He gave a soft little moan and she could see the bulge in his pants. She told him,

"Get comfortable honey, I've got to go powder my nose, giggle, but I'll be back real soon, promise! Now you just get them clothes off to save time." She went into the bathroom and turned on the water, then taking out her cell phone she hit the instant dial button. When it was answered she said,

"Mistress Chloe? This is Sophie, I have one for you. Uh-huh, definitely a virgin. Big strong white boy from Texas, he's a little old but strong. Which one do you want? No. 4, got it Mistress. Oh, give me about two hours, then send over Suzy. You know how they get towards the end. Yes'm, thank you."

She took a small case containing several small glass vials out of her purse, and taking the one labeled No. 4 she tucked it into the waistband of her panties. Then with a big smile on her face she walked back into the room. The man had taken his clothes off, all but his shorts. He seemed horribly shy yet excited at the same time and again she almost felt sorry for him. She sashayed and let him get a good long look as she went over to the small bar. She fixed two bourbons and poured the contents of the vial into his. Then she walked over to him, still smiling, and handed him the glass. He gulped his drink without even really noticing, and she took the glass back and set it down, then kissed him again pressing her bare breasts against his own chest. He actually shuddered and moaned.

When she'd told me to take off my clothes to "save time" all I could do at first was just sit there like a bump on a log. Then I went into action and stripped in record time with buttons flying, all but my shorts, I just couldn't bring myself to take them off. I stood there in my shorts as she came back out of the bathroom, still topless, and walked over to a bar and made us drinks. I wasn't much on hard liquor, but if she's given me a glass of gasoline I would have drank it and not noticed. I just couldn't believe this was happening to me, not like this, not after all these years. But it was! She kissed me again and her bare breasts against my chest almost made me go wild, and with a moan I reached up and clumsily kneaded and caressed them. I was totally, desperately, in love. I should have known better.

Sophie let him kiss her as long as he wanted, and under his hands she felt her nipples grow hard. He may not look like much, but he WAS a man, no reason she shouldn't enjoy herself. Finally she pulled away from him and slowly kneeled in a crouching position and pulled his shorts down. He gave a small moan and she gently fondled is testicles, kneading and caressing them. He was of course rock hard and wet, but not bad either, nice and thick with a decent length. She opened her mouth and started tonguing and sucking him and his whole body was trembling. She was careful though, she didn't want him to come too soon, that would be a disaster. But she was well trained and had a great many years of experience, so she was confident he wouldn't.

Oh God she was so beautiful, and I still couldn't believe this was happening. We kissed for a long time, and at one point she ran her tongue inside of my mouth and caught me by surprise, but it was so nice so I let her. She tasted of mint and the strawberry Daiquiri I had bought her. I kept fondling and rubbing those large firm perfect breasts and felt her nipples rise and harden, I'd heard about that but never experienced it before, and it was so incredibly erotic to know she was responding to me, me! When she pulled away I was disappointed, but I also wanted more. When she kneeled and pulled down my shorts all I could do was stare at the top of her head, and when she touched me down there I moaned in pleasure. She cupped and fondled me for awhile while I just shivered from the sheer sensation of her fingers touching me, and when she started to suck on my erection I closed my eyes and tried to hold back, I did NOT want to disappoint this beautiful lady, but OMG it was so hard!

She sucked and fondled him for a little while longer, but reached a point where she had to stop or he'd come in her mouth and that would not be good. Good for him, but not her. If she landed one, and he got away because she blew it, her Patroness would not be pleased. So she led him go, then stood up and stepped back, and smiling at him she bent over and slipped out of her panties and threw them onto a chair. She was now as naked as he was, and he stared at her with wide cow like eyes, it was almost comical. She reached down and ran her fingers through her pubic hair and then back up her stomach to her breasts, and smiled shyly. She asked him,

"Do you think I'm pretty? Do you like me?"

Did I LIKE her; did I think she was PRETTY? Hell YES, but all I could do was say "Oh yes Ma'am, you are VERY pretty." Smooth move Casanova, I thought. But she seemed pleased at least. At least I hadn't just drooled all over myself. I couldn't help but stare at her mound and the downy hair covering it, and if it's possible I felt myself get even harder. Oh how I wanted to be there, to feel myself inside of her, to finally be man.

With a coy smile she reached out and took his hand and led him into the bedroom in the back of the bungalow. It had a nice large double bed with plenty of room for fun and games, or other things. There wasn't much else in the room except of an old dressing mirror and a closet that contained certain useful things that might be needed later as sometimes they became violent. He followed her trustingly, and again she almost felt sorry for him. She was glad as to what her Patroness had chosen for him though, it felt right. She led him over to the bed and then turned and sat down on the edge, and smiled up at him. Reaching up she rubbed a drop of pre from the tip of his rampant erection and then put her finger in her mouth and sucked on it for a few seconds, then told him,

"I'm ready if you are honey. Now come here."

Then she pushed herself back onto the bed with her elbows and waited for him to join her. She knew she wouldn't have to wait very long. She would enjoyed some more foreplay, maybe even gotten him to pleasure her orally for awhile, but she was afraid that essential first orgasm of his might come too soon. That could not be allowed. So she laid back and spread her legs for him.

I followed her like a dog, her warm fingers in my hand seemed to almost tingle and I could smell her musky scent. A woman's scent, they have no idea that that can do to a man, or maybe they do? She led me over to a bed, and then sat down and reaching up rubbed my penis and then put her finger in her mouth, tasting my pre. Oh sweet Jesus! The she slid back and opened her legs and I almost died right then and there my heart took such a leap. I could see the pink lips of her sex, and with a sob I climbed onto the bed as I had never wanted anything more in my life then to be with this woman who for some reason wanted me. And God I was so awkward she finally had to lean over and help me, guiding my penis into her vagina. I felt myself push against her lips and penetrate her, and she was so warm and wet and slick and it was oh so marvelous. With a deep moan I began to thrust into her with my head resting on her shoulder and her breasts cushioning me as I felt her hard nipples rubbing against me. She held my shoulders and arching herself she wrapped her legs around my waist and I slid in even further. I wanted to make it last, but just couldn't stop thrusting and suddenly came with a gut-wrenching ecstasy I could never had believed possible, and I gave a long shuddering moan as I spurted deep inside of her and kept thrusting until I was through. It had probably taken maybe five minutes and I was appalled at myself.

He got on the bed and straddled her, obviously desperate to mount her, but had a hard time of it. Finally she had to help him, but after that he knew what to do. She grasped him and at least he was a fairly decent size and didn't weigh too much so she didn't feel squished. He moaned and grunted as he thrust into her and she was disappointed when he came so fast, and she didn't climax herself. She could tell he was horribly embarrassed and upset at himself. But the main thing was he'd provided the last ingredient the spell needed to work, his virginity freely given. And she knew that shortly he'd be able to pleasure her much more thoroughly. After he had pulled himself out of her he just sat on the edge of the bed and looked so sad, and again she almost felt sorry for him. She crawled over and pressed herself against his back and kneaded his shoulders.

"It's OK honey, we'll try again soon. Lots of men don't last long the first time; it's nothing to be ashamed of honey."

I sat on the end of the bed and stared at the floor. My first time and I blew it, five lousy minutes. Frankly I thought she'd kick me out of the house. I knew I hadn't given her what she expected, that all the pleasure had been mine. I felt like a total jerk and loser. When she rubbed up against my back; and I felt those perfect breasts rubbing against me, and she started kneading my shoulders and told me it was no big deal, that the second time would be better, I almost started crying. Why did she want me? A lady like her could have had anybody she wanted. I was still pretty hard, and at the thought of joining with her again I felt my erection return even harder than before and was surprised; but pleased, at the intensity of the wave of lust that swept through me.

She knew he was depressed, but that it would pass. She kept rubbing against him to help excite him, then she rested her head on his shoulders and running her arm around his waist the started to fondle and caress his balls again, and they were still wet from their previous coupling. He gasped and she felt the sudden throb in his loins that let her know the spell was starting to work. She kept fondling him until he suddenly stood up with a grunt, turned around, and she barely had time to roll over backward and throw her legs open for him, and this time he had no trouble in mounting her. He pinned her by her shoulders and thrust into her with a deep moan, found a nice steady rhythm, and started fucking her. Then he let himself down and started to clumsily kiss her as he pressed his face against hers and she kissed him back and held his head. Oh yes, this was MUCH better than the first time, and she felt the first true stirrings of her own. The first time she hadn't felt much, but now it was different. It always was once the change started. She gave a moan of her own as the pleasure increased, and grasped him to her.

Another wave of incredible lust washed over me, and standing up I turned around and she slid back and opened herself for me again and I needed no help this time as I mounted her. And it was oh so much better, the intensity and pleasure was much greater, and desperately I kissed her trying to join with her even more. And when she started to moan in pleasure of her own I felt real pride that I could make a woman like this react that way, that maybe I wasn't a total failure as a lover after all. She was so warm and slick, and as I fucked her

I felt her getting wetter and warmer. She started to buck under me and drum her heels against my back, and it went on much longer then I would have thought possible as I needed to come SO badly, but the pleasure just kept increasing. Finally I thrust into her one last time and my whole body shuddered as a powerful orgasm rocked me, and she gave a shrill cry and clawed at my back drawing blood and it was completely, utterly, fantastic. With a moan I pulled myself from her and rolled off, breathing heavily. Oh, I thought, thank you God. And I felt strangely, but nicely, different. I felt virile and so very male, so this was what it felt like to lose your virginity! I liked it.

Oh yes, she thought, this was more like it, much better. She moaned in pleasure as the increasingly desperate man humped her. She knew it was partly the spell taking effect, but he also seemed to have a true talent for pleasuring her. She could tell he held back some this time, and that he was pleased he was giving her so much pleasure. For the first time; as he would slow and then pick up the pace of his thrusts, she felt a little sorry for him. If only he'd known his own potential years ago he wouldn't be with her, and wouldn't have to undergo what was coming. But it was done, and she knew she would enjoy what was coming. When he finally climaxed the second time she was rather surprised when she climaxed as well, and as he gave one last powerful thrust she squealed and clawed at him as her own orgasm exploded. After he dismounted and lay next to her on the bed she thought, it really was a shame in a way. He'd have made some lady a fine husband.

I lay next to her on the bed trying to catch my breath. Damn it, I can't believe all those years I wasted, and that I'd missed so much! I'd made her come too, and was so proud and satisfied. I was still breathing hard and felt a little feverish, but otherwise very happy and satisfied. My nose was itching like crazy so I scratched it and then another wave of lust hit me and I realized I was still rock hard. Three times? I thought. Frankly I didn't know if that was normal, but maybe since it was my first time it made a difference. I sure didn't feel sore or anything. I rolled over on my side and pulled her to me and started kissing her hopefully, tonguing and sucking on her hard nipples and she kissed me back and reached down and stroked me! Oh YES! When I pushed her over on her back she let me, and I gave a deep grunt of pleasure as I mounted her again and soon she was bucking and squealing as I fucked her long and hard, gasping and breathing from the sheer effort. To my surprise the third time didn't take as long as the second, but the pleasure was more concentrated and intense. My orgasm was also more intense but not as long, but it was still incredible. I'm not sure if she came again as I really yelled when I climaxed, a deep bellow of pure agonizing ecstasy.

When he made his desire know the third time she was more than happy to accommodate him again. This time he was a little more forceful as he tried to reach release, but she liked it that way. She bucked and writhed as he humped her with strong powerful strokes, never slowing down until he came. She didn't come that time, but that was all right as she knew she was in for a long night. As the change increased so would his need. She felt herself getting even wetter at the thought of it. Some of the other girls didn't care for what came later as the change progressed, but she enjoyed it. She just hoped Suzy got here fairly soon as even she had her limits.

God, I thought, what was this? The sixth time? Was this normal? I moaned as I thrust into the hot wet embrace of her vagina yet again, and gasped as she clawed at me. My back had a lot of scratch marks now; I could feel them, but I didn't care. I was feeling really strange, hot and nauseous, but the incredible sexual pleasure was dominant and all I knew was I wanted more of it. I was like someone who had been dying of thirst, and now that I'd found an oasis I couldn't drink enough. She'd screamed a couple of more times so I knew I was pleasuring her, but I wish I didn't feel so strange as it distracted from the pleasure some. I groaned as another nauseous cramp hit my stomach, but didn't stop thrusting as I desperately tried to come. I was so hard, and she was so soft and velvety smooth and I moaned at the almost unbearable pleasure, and then I threw back my head as I came again, saliva spitting through my clenched teeth as I gave a muffled moan of pain and pleasure. I pulled myself off of her and sat there gasping, trying to catch my breath, but it was so hard. I looked down at myself and could swear I was larger now, my penis still rock hard and rampant. This was wrong, but when she rolled over to face me and reached between my legs and started fondling me again I just moaned at my growing need. Oh God, how could I still be ready another time?? But frankly I didn't care, so with a sob of lust I threw myself back on top of her and started fucking her again, gasping and grunting at the growing pain and pleasure. I lunged into her again and again and knew it must hurt her some, but I NEEDED it so badly! I knew this wasn't right, that something was wrong. I'd heard of stuff like Spanish Fly, had she given me some of that? How could I do this so often? But my thoughts turned to other things as she gasped and grabbed at me and I picked up my pace, grunting as I slid in and out of her lovely wet embrace.

She gave a deep squeal as she climaxed again, for the fourth time. Her lover came as well with a great shuddering gasp, then rolled of her with a guttural grunt. She could hear his labored breathing and moans of pain. He rolled over on his side and dry retched a little, then as he rolled back over on his back she reached between his legs and fondled his now noticeably larger ball and penis. On yes, it was getting MUCH better. With a sob he rolled back on top of her and she wrapped her legs around his waist as his hardness slid into her for the eighth time. And he was SO energetic, almost brutal, and she felt herself approaching climax again a short time later. SO energetic! He was finally realizing something was wrong, but it was far too late, it had been the second he'd spilled his seed in her the first time. She arched as another orgasm rocked her body, gasping in pleasure as she clawed at the heavy grunting male on top of her.

I don't know how long it's been now, but at least a few hours. And still I'm copulating with the woman despite what's happening to me. Oh God, I can't stop as I need the sex, the release, so badly. I know something is horribly wrong, but all I want is to be inside of her feeling the slick embrace of her sex on mine. And it's more than a human need now; it's something else as well. The sickening nausea and pain have gotten worse, and I feel like I'm burning up, and horrible cramps have started, first in my legs, but now in back and chest. But still I labor to pleasure my partner as she seems to need it as much as I do. I bellow and moan as I fuck her, her eyes closed and her fingers clawing at my back as I thrust in to her as fast and as hard as I can, I am no longer gentle and the pleasure is unbelievable and helps to deaden the pain and cramps. After the tenth time she had me change positions so she could straddle me while she rode me and I just lay helplessly gasping and moaning. And we both came again and again until I was almost delirious from the agonizing ecstasy. And the cramps got worse and worse as she took and gave pleasure, and I squealed and bellowed as I roughly kneaded her bouncing breasts and she was not gentle, but I didn't care. I sobbed and moaned as the cramps in my legs and feet got worse and worse, then finally lessened and move to my back and hips. But still she ground down on me and I thrust up to meet her bellowing in agonizing ecstasy.

She looked down as he bucked and struggled underneath her weight, his eyes squeezed shut as she brought them to orgasm time and time again, and she was coming as often as he was and it was magnificent. He thrust to meet her and it was brutal and incredible. She could see noticeable changes in him now, his face pushing outwards and white and black hair sprouting over much of his body that thickened slowly into kinky wool. He knew something was happening to him and his eyes reflected his panic, but his need was stronger. His nose was black and wet now, flaring as it scented their sexual musk. She could also tell from the way his legs beat against her that they had changed and now stuck almost straight up instead of lying on the bed. The best part was his cock had continued to grow, and she could feel his hot testicles pressing against her whenever she took him in her to the hilt, which was very often. But she was reaching her limit, where the hell was Suzy?? She needed help, she would have to stop soon, and when she did he would begin to suffer much more unless he had another female to service. Finally she had to stop to visit the bathroom; there was no avoiding it any longer. She brought them both to another massive orgasm, then let him slide from her for the first time in over an hour and with a sobbing grunt he fell over on his side and squealed thrashing and kicking his legs.

It went on and on and I could feel the pain and nausea getting even worse, had she poisoned me?? Sometimes the cramps were so bad I screamed even as the incredible sexual pleasure and pain never stopped. We ground together for what seemed an eternity, the massive orgasms as painful as pleasurable. And it was different now, something was horribly wrong. Finally she dismounted from me and with a sobbing gasp I fell over on my side. She jumped down off the bed and left the room and I leaned up and looked at myself, and screamed. My penis; still rock hard, jutted out from what could only be a sheath and it was dark pink and shaped differently. I blinked in disbelief at my black shiny balls, easily the size of billiard balls. But despite the changes to my genitals it was the rest that was the most horrifying. The white and black WOOL covering much of my body, it was thicker on my lower body, but thinner on my chest and arms, and the deformed legs ending in HOOVES. Oh my God, what was happening to me! I reached up to scratch my itching nose and it felt wet and rubbery and my upper lip had a split in the middle! I slid to the end of the bed and lurched upright, but sat back down. I could only stand with difficulty as something was wrong with my back, and I felt something move at the base of my spine and reaching around behind me I felt a stubby tail! NO, oh God I had to get OUT of here! As I stood up again I saw myself in the old dressing mirror and froze. That THING in the mirror couldn't be me, I whimpered in horror! I looked at the bizarre figure, the animal hindquarters and large jutting erection and massive testicles handing inline, the white and black wool covered body, and grey eyes staring down the length of a partially formed muzzle! "NAAAAAA! NOOOOO!" I screamed and ran staggering out of the room to the front door, and as I tried to open it I realized my hands had changed too, in place of my thumbs and fingers were three large clumsy fingers/toes with heavy black nails that covered them back to the first joints! Frantically I tried to get a grip on the doorknob, but they were just too clumsy and the nails kept sliding off. "Nooo, naaaa!" I moaned. Then suddenly I heard a key in the lock and the door opened! Oh thank God!

Sophie did her best to finish as soon as she could, but as she douched herself she heard the animal start screaming and bleating. Damn it Suzy, where the hell are you! I'm worn out and he freaking on me! She heard hooves clop across the wooden floor and with an oath finished her toilet, and jumping up she ran into the room. He couldn't get out as the door needed a key from both sides, but he'd be terrified by now and hard to control. Fortunately Suzy arrived just as she exited the bathroom.

As the door opened I felt my hopes soar, help! As the door pushed inward I lost my balance and fell onto all fours and backed up little, then stood up again. A very pretty girl let herself in, and turned and locked the door again. I looked at her and said,

"Pleeeaase heeelp mee! Somethiingss wrong with meee, I neeed help!"

To my horror she just smiled, and yelled out,

"Sophie! I'm here, looks like our newest Ram got loose. Where are you girl?"

Ram, I thought, is that what I look like now, it that what I am? I backed away from the newest arrival, bleating nervously, looking for some other way to get out of this nightmare, but it was the only entrance, and exit. The windows all had bars on them.

Sophie came to a halt as she saw Suzy and the Ram staring at each other. It begged for help at first, and again she felt a little sympathy as she could only imagine what it must be like to realize you're becoming an animal. But what was done was done and irreversible, so she went to help Suzy corral him and get him back in the bedroom.

I tried to fight the two women, but I was still feeling sick and nauseous, weak and drained, and they had no trouble leading me back into the bedroom. As the scent of sex hit me even harder I realized was still rock hard and looked at Sophie panting my lust. Oh God, I wanted her again, I needed her! "Pleeaassee!" I begged, grunting and panting in lust. She looked back at me and said,

"Sorry honey, you've worn me out. I'll be sore for a week, but Suzy here will help take care of you. She just loves a good horny Ram!" She did too; she'd watched Suzy plenty of times back at the farm as she partook of the various studs "services" and they were always glad to accommodate her. For some reason the changelings enjoyed mating with human females as much as their natural mates.

I looked and watched as Suzy took her clothes off, flaring my nostrils to catch the scent of the new female. I could feel the throbbing aching need in my loins, and I looked at Sophie with tears running down my, down my, OMG, muzzle.

"SSoophiee, Pleeasseee heeelp meee. Pleeaassee, I thought you liked meeee.

Pleeaassee make it stoppp, it hurts. Pleeaassee don't do thiiis to mee, Baaaaa!"

She just smiled sadly, and said, "Come on, your new partner is waiting for you."

I looked over towards the bed and Suzy had finished undressing and was sitting on the bed. She wasn't as voluptuous as Sophie, but my only concern was what was between her legs. I could smell it, and I wanted it! With a sob I staggered towards her and she smiled and rolled over on her stomach with her rump hanging off the bed so I could mount her from behind, there was no other way I could do it now, but that was fine with me. With a grunt I dropped down on all fours as I approached her, and thrusting my nose against her hindquarters I flared my nostrils and drank in her scent. With a guttural squeal I reared up and climbed up on her and lunged in to her, grunting in pleasure. She let out a gasp, and then a short time later started moaning as I serviced her, moaning and thrusting as hard as I could. All of a sudden I felt someone start to gently knead and caress my balls, and with a deep grunt of pleasure I turned and looked.

Sophie watched as the Ram dropped down on all four and snuffled Suzie's rump before mounting her with a squeal of lust. It lunged forward until it had penetrated her, and then began servicing her as it grunted in pleasure, and so Suzy as she began gasping her own pleasure. Sophie walked over and squatting down she reached between the animals hind legs and started kneading his huge swollen testicles and he grunted in pleasure and turned his head to look at her, but didn't miss a stroke. He didn't know it, but he was in rut now, and his need would only increase more as the change progressed.

I looked at Sophie as she fondled me and pleaded with my eyes as I was breathing and gasping too heavily to talk, too far gone in the throes of my sexual lust and need. Then I turned my attention back to my "lover" as I neared my climax, and with a bellow I exploded deep inside of her. I paused for a minute, then started thrusting again, grunting and squealing and trying to satisfy my terrible lust. I"d never know lust or desire like this. And as I brought myself and her to orgasm after orgasm I felt myself continue to change. At first I grasped her shoulders with my weird hands, but then they slid off of her shoulders as my three fingers grew together into hooves and I shifted my grip using my front legs to grasp her around her waist and the whole time I kept servicing her, bleating and squealing as I pinned my mate and lunged into her. And the kinky wool spread down my arms and up and across my face and neck, my face kept pushing forward and I could feel the weight of the horns increasing as they grew on my head. I could see myself in the dressing mirror if I turned my head and every time I looked the creature servicing the woman was less and less human. I wanted to scream and beg, but all I could do was bleat and grunt as I concentrated on my moaning, bucking partner and reaching down I bit her on her back. The warm, hot, wet, slick embrace of her sex against my aching hardness was the most pleasurable thing possible, and my orgasms went far beyond mere release. And they were coming closer together and were much more intense, and I bleated and squealed as I mated with her. I looked one last time in the mirror and the black faced sheep looked back at me, grey eyes staring out of its animal face as it bleated its lust and pleasure and terror.

Sophie kept fondling the straining beasts loins to help him finish his change with the least pain, but the worst was over know. She sensed when it was almost through and she let his throbbing testicles go, and getting up she sat down on the bed next to the two straining lovers. He looked at her, confused and scared and said "NAAAAAA!, BAAAAAA!" as he felt the final part of the change start. She gently scratched his ears and said,

"It won't be so bad honey. All you'll have to do is eat, sleep, and mate. We'll make sure you get all the females you want. It's every man's, every males dream. It's better this way; at least you won't remember what you were before."

She kept watching as the grey eyes in the grunting Ram's face slowly changed to the dull brown and white eyes of an animal, the human intelligence pleading as it faded forever. It blinked one more time, and nothing human was left in that docile gaze. The animal was in total control now, and it gave a squealing bellow of pleasure as it climaxed one final time, then dismounted from its human partner. It shook its head and bleated, looking around in obvious confusion.

I looked at Sophie in terror as I felt my mind start to fade away, too be replaced by something else, something dull and simple that only lived by instinct. Nooo, please! I thought. I don't want this, I don't want to be an animal, I want to be ME! Pleeeasseee help me! Nooooooo! Sophie, pleeaasseee! I thought, I thought, I don't? What? Slowly it got harder and harder to concentrate on what I was worried about, and it was annoying as I wanted to concentrate on my mate. Finally I looked away from the other female and concentrated on the one I was servicing, and with a bellow of pleasure I came, then dismounted from the strange female. She had been pleasurable to mate with, but she looked and smelled wrong. With a bleat I looked around, and then started nibbling on the edge of the bedspread, I was hungry!

While Suzy went to the bathroom to wash the copious amounts of human and sheep sperm from the inside and outside of herself Sophie went over to the closet and got out a collar and leash. The Ram didn't protest when she slipped the collar around its neck as it was too busy looking for food. Next she got her cell phone and made a call,

"Madam Chloe? Yes, it's done. I think you'll be quite pleased." she thought, as she watched the Ram exploring its strange new surrounding, its huge testicles clearly visible. Good Lord, she thought, they must be the size of baseballs! "We're ready for the trailer anytime. It's already on the way, great! I'll call again when it gets here. Yes M'm, thank you Mistress."

She watched as the Ram wandered over to her and looked up at her, and for a split second there seemed to be recognition in its eyes, a brief memory. Then it shook its head and bleated, then tried to eat her panties which she still hadn't put back on.

"Hey, she laughed, don't eat that!" The Ram protested, holding on to the panties but she finally managed to get them back. About that time the trailer arrived so she slipped her pants and shirt back on, forget the bra and panties, and took him outside leading him by the leash. She turned him over to the driver, who loaded him the back of the livestock trailer. There was water and feed for him, and soon he was grunting happily as he ate. The driver told her to hop in and that Madame wished to see her. In anticipation she climbed in the cab next to the driver, the Mistress must want to start her in the next the level of her training, maybe make her a full member of the coven!

The drive to the large breeding farm, once a plantation, took several hours and it was late morning by the time they arrived. Sophie climbed out of the truck and stretched tiredly. As she watched a groom unloaded the Ram and he let out a bleat of excitement as he scented other animals and females in estrus. He looked at her one last time, flaring his nostrils, and then he almost dragged the groom by the leash in his eagerness to get to those females. She hoped he would be happy.

As the man let me out of the scary and loud box that was no longer moving I immediately scented females in heat, and gave a deep grunt as I flared my nostrils. I also scented a more familiar scent nearby and looked at the strange female and I vaguely remembered mating with her. But then the scent of the new females; so many of them!, overwhelmed me and I eagerly set out to find them. Soon we reached a large pen with a herd of sheep inside, and I bleated and bawled my lust until the man opened the gate and let me inside.I inspected the females and chose my partner, a young ewe in full blown heat. With a guttural squeal I mounted her and pinned her with my front legs and bit her gently on her back while I lunged into her, grunting in pleasure while I serviced her. Even as I came and then dismounted I was already selecting my next mate. So many to choose from! And they were so glad to finally have a Ram who could take care of their own needs.

She stretched again; he had really worn her out. She had no doubt he would make one hell of a Ram. With a sigh she turned and walked up to the main house. She hoped she'd have time to get cleaned up as she still reeked of human and animal sex, but a junior novice told her the Mistress was waiting.

She entered the Mistress's private study somewhat nervously. Her probationary period as a novice was almost up, and it was time for her to enter the next stage of her training as a Sorceress. The next step was very important as it would include treating with demons and other supernatural creatures and powers. So far she had only been allowed to study, and use, some potions and minor spells. The human to animal transformation potion was the strongest she had been trusted with. She bowed to Madame Chloe. The Coven Mistress and her Patroness was the most imposing black woman she had ever seen. She looked like an older stricter version of Oprah. The imposing woman smiled at her, and said,

"Be seated child. I just talked to Robert; he is quite pleased with the new Ram. Says he is already enthusiastically serving the ewes. You certainly look worn out my dear, how about some herbal tea and biscuits? Good, I will have Matisha bring us some. I can use a nice warm drink myself. All this paperwork gives me a headache."

Sophie looked up as a servant wheeled in a tea service. First she poured the Mistress a cup, then her. Proper etiquette was always observed, and Madam was always served first. She sipped her tea, it was really good, and she soon finished it.

Madame smiled at her, and said, "My dear, I and the other full members have been considering your next step in service to the coven. While you have been quite adept in certain areas, you are lacking in others. Therefore it has been decided you will not be advanced in your training. I'm sorry my dear, you will have to serve the coven in a lesser capacity."

Sophie listened politely, then with dawning disbelief. But, if you were denied further training the only way to leave the coven was by death, or...! She suddenly felt a wave of lust wash over here, and a roiling in her stomach. The Tea! NO!!

"Mistress, Please! NO, NOT that! Please, I'll do better!" she begged.

"I'm sorry child, Mistress Chloe replied. The decision has been made, and you've already taken the potion. You know it's irreversible. You might like to know its No. 4, so soon you'll join our new Ram as one of his harem. We can use good breeding stock ewes as well as Rams. Bit of irony there, don't you think? Plus we have a new group of novices who can watch as you change; it will be a good object lesson for them, it will help give them incentive to excel in their service to the coven or join a herd as well."

"NO, MISTRESS, PLEASE, NOT THAT!!!" Sophie screamed as two large male servants dragged her from the Mistress's studies. "NOOOOO!!"

I was not happy at all when two men came and took me away from my harem and I was most vocal and uncooperative about it. I tried to butt one of them, but they knew how to control me. No, I was not happy at all. I was still upset when they turned me into a small stall, but the scent of a female soon caught my attention. I was a little confused at first as she wasn't one of my mates, but she did smell nice. She was waiting for me, bent over on all fours and I pushed my muzzle between her legs and scented her. She smelled of old sex, and of me! At some point I must have mated with her fairly recently, and if I did once then I could again! With a grunt I climbed and mounted her and she gave a loud squeal of her own. It felt different, but still good, so happily I began to service her bleating and squealing as I lunged in and out of her slick wetness. They left me with her for a long time, and as she was the only available female I mated with her many times. After awhile she began to smell better and it felt better too, at one point the men entered and let her loose from her bindings, but soon I was servicing her again as she bleated in pleasure. I took a mouthful of her lovely smelling wool in my mouth to help pin her as we squealed and bleated our lust.

Several hours later Sophie bleated in pleasure at the weight of the Ram on her back as he serviced her. He had been coupling with her the whole time she was changing while a group of young novices watched her transformation. She had screamed and pleaded at first, but as the change progressed her own lust grew and grew until she gave her full attention to her insatiable powerful mate. When she first felt his warm muzzle press against her sex and lip and scent her prior to mounting her she had sobbed in despair, but now she welcomed his attentions as he mated with her. He grunted as he lunged into her, his hardness deep inside of her and she felt her swollen udders sway back and forth as he slammed into her rump. She looked down her front legs at her new hooves and let out another bleat of pleasure, it felt so gooood! She tried to scream; but could only bleat, as she felt her human intelligence start to fade and as her green eyes changed to dull brown the last human vestige faded and she gave a deep squealing bleat as she climaxed yet again. He made her feel, feel, so, so, goooood! Soon all she could do was bleat in pleasure as the Ram serviced her, and she was happy to have such a strong and virile mate.

The two men led the Ram back to the pen with the other females. They didn't have to lead the ewe; she followed him closely pressing against his side for the comfort and protection her mate could give her.

The End

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