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Few brave travelers had ever dared to wander into the Forest of Spirits, and fewer yet ever came back with stories. Still, that never seemed to stop the constant stream of warriors and adventure parties from stalking into the massive expanse of trees and shrubbery, as there was always treasure and great spoils to be had. Kings and their entourages had been lost in the forest over the past few centuries, and with them the gold and jewels they transported. Not to mention the bounty of magical items and ingredients the forest was home to and you had a frequent intrusion of powerful wizards and witches coming to collect them.

The Forest of Spirits was already home to plenty of inhabitants, many of which being great monsters and beasts, but there were plenty of humanoid dwellers that had formed a relationship with the forest. One such sorceress had carved out a den for herself at the base of a massive evergreen who's root system made up the walls and roof of her home. Though the entrance was the only thing above ground, it was a difficult thing to miss if someone knew what they were looking for.

Within, the woman was settled in a very comfortable nook with one of her study books in paw and a pipe hanging from her mouth. She was a brown bear, her form large and generously curved. While being middle aged and experienced, she had an attractive, mature aura about her. Her gray robes flowed down over her form, a wide brimmed hat settled on her ears. Black smoke rolled up from her pipe as she would absentmindedly suck on its tip.

A hard knock at her front door snapped her out of her relaxed state and she had to blink away her thoughts to be sure she had indeed heard the rap. Setting a marker in her tome, she closed it and set it off to the side with her pipe laid upon its surface. Peering out from her nook she gazed around the large insides of her den, curious if it was her imagination or if it was one of the dire squirrels tossing a couple nuts at her door for fun. Then the knocking came again and she sighed. While she didn't often get visitors, she often loathed the ones that she did.

Taking her time in getting up and stretching out her arms and legs, the ursa woman picked her way through the various rooms of her home and began to ascend the steps leading to her front door. A third set of rapid knocks came and she became deeply annoyed. "I'm coming!" she growled and stomped, unsure how someone could be so impatient and rude. She unlocked the hatch and pulled the door inward, her brow furrowed with irritation until she saw who had been making such a commotion,

In front of her stood a puma of particular adventuring standard. He was fit and strong, but not overtly muscular. From his body hung tight fitting clothes, meant for the navigation of the forest. A backpack hung from his shoulders, though it was torn in several places and it was stained by mud and blood. Now that she peered closer, the rest of his clothing had similar damage, in fact she even noticed that his upper left arm was bandaged. When her gaze traveled to his face, she noticed that he looked warn down and irritable to say the least.

"Nathane! I was wondering if you'd have made it through the forest," the sorceress laughed and crossed her arms. "Good to see that your tenacity paid off."

"I'm not here for pleasantries, Mistress Lee," he said with a grumbling voice. "I'm-"

"I know why you're here," she cut him off and waved her paw. "I still think you're making a terrible mistake," she continued. "What I gave you was exactly what you were looking for."

"You twisted my request!" He snapped and stepped forward quickly to seize her by the front of her robe. "Like some genie! And you're gunna make it right!"

Light flared within the bear's eye and the feline was suddenly hit with a wave of force that sent him back sprawling with his various items and packs scattering in the tall grass of the forest floor. "Do not take me for some trickster!" she boomed, her voice holding its own echo that made it come off as super natural. "You asked for a cunt to play with, so I gave you a cunt to play with!"

"I...I didn't want it on me though!" he roared back and scrambled back up to his feet, leaving his belongings where they had fallen. The memory of the night that he had sought her out for this particular enchantment came to mind and she couldn't help but smirk. Lee often dabbled in enchantment casting as a commodity, such things were able to be fixed to parchment and then used only once. Other times they could be put to a potion and activated with an incantation Once at a gathering convention of other magic casters, she was sought out by the very horny Nathane and demanded one such spell that would help him out. Of course he was very vague with his wording, which was how he found himself in his current predicament.

"You should have been more specific," she said and waved her paw again. That statement made the puma grit his teeth and narrow his eyes.

"I paid good money for that spell, now I demand that you reverse it," he said angrily.

"Silly boy," she chuckled. "You can't reverse enchantments, you have to enchant yourself with something more towards your desires," she explained.

"Fine, then enchant me with something that will give me a decent cock!" he yelled, frustrated by her cryptic ways.

"Please, that's all you'd like, just your boring old cock back? I could give you something way better," she said with a smirk and crossed her arms over her large chest. Nathane seemed taken aback, he blinked and shook his head as if he was trying to understand what she was saying.

"Y-you could?" he asked, the anger in his voice entirely drained.

"Only because I like you and you've braved the forest. Not a feet that a lot of explorers can say that they have done," she said and smirked. "If you can give me some sort of compensation, then I'll give you a new enchantment."

"I uh...I don't have much," he mumbled and dug around at his waist for a small leather pouch and bounced it to emphasize the few coins that were hidden within.

"That'll be enough," she confirmed and held her paw out. He tossed her the pack and she caught it easily. Weighing its contents in her palm she grinned and began to walk back into her den. "I'll be right back. Stay put!"

The puma gave another irritated sigh and set his paws on his hips. Like he was going to go somewhere, he thought bitterly. While he waited he began to walk around and collect his things once again, setting them in their bags and making sure they were organized. By the time he had gathered all of his belongings, the sorceress came back with a vial of some blue colored liquid. He blinked at the little thing and then tilted his head.

"What you gave me before came on paper, why is this different?"

"Enchantments are delivered through any number of mediums, this one in particular needs to be rubbed on the body it is to enhance," she explained and stepped closer.

He grumbled and held his paw out. "Fine then."

"Oh no!" she laughed and rested her free paw on her hip. "You don't get all of it, and if you want it to work I have to be the one to administer it, just like the last time," he said and swished the vial around.

"Fine," he said, still irritated but defeated. "How do you want to do this?"

"First, you have to take your pants off," she said nonchalantly.

"Wait, what?" he said alarmed.

"Please, Nathane, be professional," she said with a giggle at his reaction. "It's just you and me here, no one else is going to see you," she went on and nodded her head for his pants. "Come on then, down with them." The puma hesitated and gave a quick look around as if to make sure that she wasn't lying about anyone being around to see them.

"Well, what is it supposed to do?" he asked almost in a whisper.

"This, my dear lad, is meant to make you as hung as a stallion," she announced and thrusted her finger in the air triumphantly. "It's a left over from a brew I had made ages ago. With a little refinement, it should do exactly what we want," she concluded.

"Forgive me for not completely believing what you say," Nathane griped.

"You'll see! Satisfaction guaranteed or I revoke my membership among the resound Magical Magistrates of the Forest of Spirits!" She announced again, thrusting her finger even higher above her head.

"Like that means anything," he retorted bitterly, but after finding his words had no negative impact on her resolve, he eventually sighed and shrugged. "Okay fine, I guess I have no other choice." He began to undo his his pants and allowed for some of his items to drop to the ground, along with his clothing. Lee couldn't conceal her attracted murr at the sight of his distinctly female genitals. Indeed, instead of a sheath and set of two balls, a well developed pussy with a prominent clitoris peeked out from between his thighs.

The puma was clearly embarrassed by the sight, but the sorceress ignored his angry silence. She uncorked the vial and upturned it in her paw, covering one palm in the mystical slurry before re-corking it and placing it within a pocket of her robe. She then lathered the stuff on both of her paws and finally stepped closer to her subject.

Nathane had to concentrate on not moaning or giving away any signs of pleasure as her fingers began to dip and stroke over his cunt. She stroked up against his clit, sending shivers and an intense sensation up through his form. He of course had played with his pussy before on multiple occasions, but it was much different when someone else was the one fingering.

The sorceress smirked as she glanced up to see the puma's bright blush that covered his whole face. He had even begun to squirm a little from side to side as she began to slip her digits into his hole, making sure she was able cover as much of him as she could before she began to chant the incantation to activate the enchantment.

Her voice started out low, but she never let up from grinding her thumb around on his clit while she sawed two fingers in and out of his pussy. He was quick to become wet and a thought entered his mind of what might happen if he diluted the mixture with his pussy juice. He dare not ask out of embarrassment, but luckily for him the sorceress already knew. She could feel how wet his depths were, how he would clench down on her fingers as she would push them up nice and deep, rubbing at a would be cervix.

A tingling sensation began to blossom between the feline's legs, causing him to shake off the daze that had come over his mind and look down. The sorceress hadn't quite noticed yet, as she was still mumbling whatever mystical words that she wanted, but to his astonishment there came a change. It started in his clit and only grew in intensity. At first it was akin to feeling close to orgasm, not helped too much by her still grinding digits against the inside of his cunt.

Ever so slowly, his small clit began to swell and elongate. It distended from his body like a tiny tentacle, at first swelling to the size of a finger and then progressing to the girth of a normal cock. He felt his vaginal lips slowly seal up, the bear's fingers pulling free before they got stuck. Nathane let out a hot moan and brought both paws down to his freshly created cock and firmly grasped it at the base.

As his eyes analyzed the growing protrusion, the more he realized that it indeed looked like a little horse cock. It had a median ring and somewhat flat tip, paired with its generally cylindrical shape and he became elated to have male sex organs once again. Lee didn't stop chanting though, and while the puma held onto his new phallus, she was gently stroking her paw up and down the the rest of the way.

She would pull her palm all the way up and then grind the flat of her thumb around on the tip, his sensitive hole not spared her tentative stroking. Nathane was absolutely astonished as he watched his cock grow larger and larger, swelling beyond the size of what his normal cock had been with no sign of stopping. He gave a few short pumps of his shaft as it gained the size of an anthro stallion, something that he was indeed very happy with, but it didn't stop there.

Lee had pulled her paw away from his cock, of which was as rigid and hard as a rock. It dripped precum and throbbed openly, but even as she had stopped massaging the potion into his flesh and chanting her activating spell, his shaft continued to grow. The two shared a concerned look as neither knew what was happening at it grew to the size of a quadruped's heft before finally coming to a stop.

It was at that point that things began to get stranger. There came a profound crack and pop as things inside of the Puma's body began to change and morph. At first he stared in abject horror as his fingers began to fuse and grow a hard, bony callous on their tips. His body began to grow rapidly, not unlike his cock had just moments ago. His clothes quickly became too tight and started ripping free of his body.

"Wh-what's happening..." he began to say but his mouth suddenly morphed, growing elongated with his teeth shifting from sharp, meat shredders to flat, plant grinders. His legs suddenly popped backwards at the knee and his whole body flopped to the ground. From there he only continued to swell and transform. Everything about him changed, from the shape of his tail, to his fur color, to the entire anatomy of his body.

Lee stared at her would be customer with wide eyes and mouth gaped as she was entirely clueless as to what was happening and what she had done wrong. It was only when half of the transformation was complete did she realize that he was turning into a full feral horse and what kind of mistake she had made with her potion.

"Oops," she mumbled as Nathane suddenly jumped up to his feet, of which he was now forced to be on all fours. Despite his body having changed, he still seemed to have retained his mind. He looked at himself as best he could, turning his head from side to side and trotting around in place. His once tan fur had turned a dark brown. His lithe tail was now a short mop of long hair. He finally turned his furious gaze to her and gave an annoyed neigh, as he was unable to properly speak.

"I can fix this!" she shouted defensively and put her paws out in front of her as he stomped up and gave her a hard glare. "I uh...I just need a moment. I'll be right back!" she explained and suddenly dashed away into the confines of her den. Nathane stared after her, unable to believe what had happened to him now. He stepped a bit careful and turned his eyes to the ground. He gave a sad knicker as he saw that his clothes had been torn to shreds, along with other pieces of what he had come into the forest with. He didn't have any money to buy new clothes, he certainly hoped after she fixed this mess that she would be able to give him something to wear.

Moments later she stepped back out from her home, her form hunched apologetically as she stared at the newly formed equine and gave an apologetic smile. "I uh...I can't find the right ingredients for a...regression enchantment," she admitted with a nervous chuckle. Nathane gave a furious whinny and stomped his front hoof on the ground. "But don't worry! I know where I can get the ingredients, it's only a short walk to a fellow sorceress, we can be there in a day!" she explained quickly.

Nathane huffed and stared at her with anger, but knowing the situation he knew there wasn't anything else that they could do. If she didn't have the ingredients, then he had to wait. He huffed again and sat back on his haunches, his ears turned down and his snout drooped, sorrow taking over his form.

"Ooh, I'm so sorry," she mumbled and walked up, taking his large head between her paws and cradling him against her chest. "I promise I'll make this right, and I'll make it up to you too!" she vowed. Suddenly a realization hit her and she took a step back, her eyes going down between the stallion's hind legs and seeing that his huge, equine cock was as rigid as ever. "I uh...I think I know of a good place to start," she said with a blush beginning to overtake her cheeks. Nathane drew his head back and tilted it in confusion. "Just trust me. Can you lie on on your back for me please?"

Nathane hesitated for a moment but eventually he began to move. At first there was some slight confusion as to how he was supposed to articulate his new body, but he figured it out and was able to flop down on his side. With legs slightly splayed he rolled onto the peak of his back and glanced at her from between his forelegs. Lee approached and smirked, her eyes affixed to his throbbing manhood. A thick drop of his horse cum developed from the tip and she was quick to swipe her finger to collect it. She suckled the musky liquid away and smirked.

The equine seemed to understand what was going on and gave an approving whiny. The woman pulled her robe open, revealing her lack of clothing underneath. Since she always intended to be naturalistic, minimalist attire was preferred. At the sight of her pussy, Nathane's cock gave a flex and another droplet appeared, something that didn't go unnoticed by the sorceress. Her paw took a gentle hold of his rigid girth and she leaned her head down and easily slipped the crown of his shaft past her lips.

Pleasure streaked the horse's girth and he came to find he was quite a bit more sensitive than when he had his old cock. His form trembled as her wet mouth sealed and her tongue began to trace circles around on the thick surface. Though she didn't try to take him too far into her throat, she didn't intend for him to be serviced in this way. No, she had better plans.

Lee's mouth slipped away, swallowing back the small amount of studly musk she had collected before she hiked a leg over his belly. With a paw still on his cock and a paw holding open her robe, she angled her backside back and began to grind the thick tip against her wanting bear cunt. A shiver ran up her spine as she felt his hot flesh push against her slick folds. With it properly situated she began to settle her weight back and immediately felt his huge tip pop inside.

"Oooh fuck!" she moaned out. "It's been a while since I've had sex with a real horse. Consider yourself lucky," she said and winked as she began to push down onto his girth. Her tight hole was enough to send Nathane into a frenzy. For every inch that she took in he couldn't keep from squirming and neighing from the deep rooted bolts of pleasure that coursed through his girth. He huffed as he felt the bear come to an end, her pudgy stomach was noticeably bulged from his shaft and it seemed as though only half a foot of his member remained outside. She reached both paws back and took a hold of the stud's hind legs for stability and then began to work her hips.

She pulled up and dropped back hard, the movement making a loud suckling sound as her wet insides clung to his flesh. She let out a strained groan and turned her head up. Her thighs quivered but she didn't stop. Things were slow going at first, mainly because with a dick that size there wasn't much of a quick way to go about things.

Nathane was braying his own moans, his forelegs kicked slightly as the intense sensations bombarded his mind. He could feel her pussy juices making his member much more slick and so she began to hump down and grind on him. The flat of his tip pressed hard to her cervix, her weight bearing down every once in a while like she were trying to pop him into her womb. Not that he would have minded. She would often swirl her hips around in a circle, grinding on him before she would resume her avid thrusting.

Ironic, she thought, as how often it was that she would ride horses in a completely different way in the past. Even in the past when she would get fucked, she remembered when she would be bent over a special table with the large equine up behind her, rutting away at her cunt like she were a fertile mare. Oh how she loved being bred, the feel of being inflated by their huge reserves of cum. Getting fucked one after another was some of her most fond memories, and it was always fun when those stallions would miss their target and end up pumping away inside of her ass. Getting mounted by a horse was always a fun roulette.

This was substantially different. Even as she stared down at Nathane she could see the intelligence and self awareness of him, not at all animalistic and driven by instinct. Though she found it to be less exhilarating, it was nonetheless pleasurable. She leaned her upper body forward and pumped her backside like she might had she been listening to music. She rutted her hips and he responded with ecstatic neighs. He squirmed on the ground and huffed hard, making quite the racket. Though they were completely alone, some other intelligent creatures of the forest began to take notice of the noisy couple.

Nathane's hips began to work up as best they could from his position in tandem with her own. The tip of his cock flared and put extra pressure on her inner walls. She felt shivers running up and down her spine and the electrical surge was causing her entire frame to quake. Her thick thighs jiggled from every impact that was made from her bouncing on his throbbing pyre. She shifted and churned her body to elicit a great pleasure from her feral lover.

There was no way for Nathane to convey that he was close to cumming other than an increase in pleasured writhes and a greater volume of whinnies. She could tell though. Having train of horses get run on you and you are an expert at telling when a horse is gunna fill you up. His movements became more chaotic and jagged, even quicker. She was mid bounce when the first gush slammed against her cervix, just as he became fully buried inside of her. She gave a hard grunt as her womb became flooded with his milky jizz, filling her up and bringing forth fond memories.

Her belly distended a little and after a couple extra hard spurts there came a back flow of cum that was akin to a river pouring from her well used hole. Lee moaned pitifully and huffed as she rested a paw on her belly, which looked like she was a couple months into a pregnancy. She lifted up and gingerly pulled the cock from her cunt, coming free with a loud slurp and a variable waterfall of jizz. Panting hard and feeling uneasy on her own feet, she looked down at the horse who was relaxed back and huffing now that he was fully sated. Even as she pulled her leg from over his belly and stood to one side, his cock was rapidly going limp.

She smirked and looked down at herself, seeing that such a mess had been made and that her inner thighs were stained with jizz. In truth she wouldn't mind it if this new friend of hers stayed like a horse and continued to be her little sex pet.

Lee concluded that at the very least she needed to clean herself up and so she began to walk back towards her den. Nathane quickly realized that she was leaving and scrambled up to catch her before she went somewhere that he couldn't follow. The horse's flat teeth nabbed at the bear's robe and yanked, making her stop and turn around to the sentient equine. She flashed him a glare but then realized what he was concerned about.

"Oh! Don't worry, we'll leave right away in the morning, let me get things ready for now though," she said cheerfully and began to descend the stairs of her home. Nathane stared at her with an unbelieving, wide-eyed expression. He gave an angry neigh and huffed. She turned back and smirked.

"I promise, you'll be back to your old self before too long. It's a good thing you're a horse too, we'll be able to carry more supplies," she laughed and closed the door behind her. The stallion still gaped as he stared after her. In his mind several things were stirring, fear, anger, sorrow, but most of all, he had never felt quite so sexually satisfied.