FSE

Furry search engine

formerly SoFurry search engine

It had been months since the campaign of terror had started to sweep across the lands of the kingdom. The barbarian lionmen of the Northern Wastes had decided to push south, and in doing so claimed everything that they came across for their own. They had been watching their neighbors expand further and further away from the capital in the quest for more land and growth, and in doing so they had opened the door for a much stronger force to come in and take the spoils they had attempted to gain for themselves. In the first month alone they had razed three villages and taken everything that would be useful or valuable to them, but as the pride got a taste for the riches that were available to them it caused their greed to grow and keep them moving in a wave of destruction.

But the kingdom had not been idle, and as the spies of the chief had returned with their regular report they found that there was a large portion of the army waiting for them at a large port city they were intending to sack. Not being one to fall directly into the hands of seasoned fighters, and with plenty of options left available to him, the leonine chief instructed the entire clan to shift north towards the mountains. While there were less pickings and harder terrain then the fertile river lands further south, it would keep them safe and potentially circumvent the entire army while still cutting a swath through the land. After several weeks of intense travel, however, the entire pride had finished traveling through a somewhat large mountain valley and ended up finding something even the chief didn't expect.

It was a city; not just some mud-walled farming village or rough-hewn mining town built out of the stones that they pulled out of the earth. Even from the distance that the tribe had they could see that this was a proper city nestled in these mountains, the gleaming white walls and towers set against a backdrop of the waterfall that crashed down around it and irrigated the huge amounts of farmland that were sprawled out on the plains below. Not only did they have food from the land and waters, but the wealth that was on display just from what they could see had caused the mouths of the muscular lion men to start salivating.

"Chief Kelrick."

One of the lions that had been surveying the city slowly turned his head, the heavily muscled, scarred man slowly adjusted the furred cloak that he wore as his piercing blue eyes looked at the one that summoned him. "Have our scouts returned?" Kelrick asked, the other barbarian nodding his head in response. "What type of forces are we looking at?"

"We see a handful of guard that look like warriors," the barbarian reported. "But we haven't seen any significant forces. They're ripe for the taking, Chief Kelrick, and the men are ready to burn everything to the ground and pillage whatever we can carry."

"I see..." Kelrick replied, his gaze glancing back at the city. "Something about this feels... off. A city this far removed from the rest of the kingdom, and they don't have their own army to protect it?"

"Clearly they thought that the mountains would hide them," another barbarian scoffed, causing the others to laugh as well.

"Yeah, we can take whatever they throw at us!" a third, younger lion man shouted.

The roars of the crowd were quickly becoming deafening, spreading through the pride as they grew increasingly rowdy. The chief knew that they would be more than capable of getting past those gates, and while it was a bigger city the lack of defenses would mean they could take whatever they wanted. But even as he gave the order for them to go to the city, there was still something in the back of his mind that was causing him to frown. Even though this could potentially be the best loot they had ever taken and no one was there to stop them, it felt like something was lurking in there, staring at them as they began to move towards the walls...

Little did the chief know that he was being stared at, the creature standing on the balcony of the castle tower viewing the barbarian horde with disgust. He had already known that their idyllic valley had been invaded; as an illithid, the lord of the city could sense the general malice and primal nature of the lions before they had even stepped foot into the large clearing. It had already washed over his psionic senses like a dark cloud, and the malestorm had almost been deafening as they had charged their way towards his city.

And it was very much his city. The illithid had built this place from the ground up with his bare hands... well, the bare hands of his thralls, which he had painstakingly chosen to build this place up. All he wanted was a place to do his research in peace, as well as a steady supply of food that he could curate himself, but these barbarians were threatening everything that he had just built. As his facial tentacles twitched in irritation he heard the door to his suite get opened up, prompting him to slide the hood of his cloak over his head a bit more before turning around.

"Master Frynzi!" the panting guard said, his armor clattering slightly as he moved to the balcony as quickly as he could. "There are-"

"Barbarians, yes," Frynzi replied telepathically, speaking directly into the mind of his consort and thrall. "How unfortunate."

"What are we going to do?" the panicked cheetah replied, though with a single tendril of psionic energy he managed to soothe him to keep the feline from continuing to freak out. "We don't have the forces to deal with this sort of force, and while you are very powerful, m'lord, I don't think you could enthrall all of them."

Though he had no mouth, Frynzi's irritation came out in a wave of psionic emotion as he realized that his consort was right. But... that didn't mean that they were completely without defenses, and as his powerful mind came up with a solution the cheetah was surprised to hear the other man chuckle. "It seems that I'll be testing a few things," Frynzi said cryptically to himself before looking at the cheetah. "Since we don't have the forces to overpower them, I suppose there's only one thing we can do..."

Within a matter of hours the pride of lion barbarians had moved across the stony foothills and through the lush grass of the field, eventually getting to a small road that connected the fields and the mining areas to the city. All of them had weapons brandished and ready to taste blood like they had done so many times before, but as they got in sight of the gate they were surprised to find that it was open. It was... not the defense that they were expecting, and as one of the guards ran out the chief saw he wasn't in his armor and waving a white sheet above his head. The barbarians looked at one another in shock as their weapons lowered slightly, some of them not even believing what they were seeing.

They were... surrendering?

While there were some that begged to spare them, it was usually after they had started to light their houses on fire and slaughtered everyone else. Though normally such things would fall on deaf ears, they found themselves intrigued enough that when one of the barbarians had brought up a crossbow to dispatch them the chief motioned to stop. "Greetings, esteemed warriors," the fox guard said as he finished waving the flag when he got close to the horde. "Lord Frynzi has seen your overwhelming force, and wishes to not engage in any conflict that would cause unnecessary death and destruction."

"Smart man," Kelrick replied with a growl, crossing his arms over his thick chest. "So what does he want, negotiate?"

"He would never insult your power and intellect with something like negotiation," the guard replied, a sentiment that caused several that were close by to snicker and huff. "I am here to offer you the city itself, we are surrendering unconditionally. This place is now yours to do with as you want."

Even the lions who had been laughing before were suddenly quiet, all of them shocked at what they had just heard. While they knew that they outclassed them when it came to sheer power and ferocity, the chief had expected that they would at least try to put up a fight to prevent them from being looted and plundered. "What's the catch, fox?" Kelrick snarled, raising up his axe until the edge was just against the fur of the other man's neck, though to his surprise the vulpine didn't even flinch. "This some sort of trick?"

"No trick, all our resources are yours," the fox specified, gesturing towards the gate. "We only ask that you don't kill or maim anyone, otherwise what's ours is yours. Come inside and enjoy yourselves."

Kelrick's eyebrow raised up in question, and though some of the other barbarians were grumbling that it took the fun out of it, there were others that saw the spoils of riches past the gate and were already moving forward. The siren song of indulging in their basest desires was quickly winning out even those that were interested in only the bloodshed that they had expected, but even as the chief told them all to be weary he could tell that they wanted to engage in the food, fun, and frivolity. The chief followed behind, and as they walked in they saw that there were quite a few of the citizens standing at the street giving them grins and holding food. It was the first time that they had ever gotten such a reception, but as the chief was about to move forward he felt a hand on his meaty shoulder that caused him to glower at the fox guard who had put it there.

"Pardon me, but you must be the chief, from what I observed," the fox guard replied. "If you don't mind, our lord would like to speak with you."

"Does he, now," the chief said, Kelrick glancing back at his pride to see that they were already starting to stuff their faces with the free food. "I suppose that it'll be better then watching these animals eat. I just hope your people are ready to sate all our desires."

The guard just nodded, though as they started to make their way towards the central spire of the city, the lion swore he saw a hint of smirk that was on the vulpine face. Though it was probably just something that he had imagined, the chief still couldn't imagine that it was going to be this easy to take over a city like this. But the other men had already let their baser instincts take over, and since there was no blood to be spilled there was a lot of pent up energy that would be released in other ways. If these citizens were true to their word then they would know just what it would be like to be the trophies of leonine barbarians...

With it being clear that they weren't getting any resistance from the people of the city, the barbarians were starting to let loose. Whether it was placation to try and garner some manner of easy treatment, or perhaps lulling them into a false sense of security, the barbarians were confident that they could overcome it. They were in the city and past their main defenses, and considering that this was a small city they could easily overtake them even if they suddenly brandished weapons. There had been a group of muscular felines that had been holding back, weapons drawn, but as he saw their fellow pridemates getting drunk and groped they had finally succumbed to the temptations as well.

As they filtered through the streets there were two in particular that had managed to find something that they had not expected. "Is this... a bath house?" the first barbarian said, the second one rolling his fingers over the smooth white marble that made up the interior of the building while the first looked at vapor coming out of the next room. "Steam..."

"One of many benefits in our fair city," a voice called out, the two spinning around with claws out. The two muscular lions immediately stood up from their attack positions when they saw the lithe cheetah man standing there, the other felines looking down to see the gossamer loincloth that left little to the imagination. "Perhaps you would like to get a demonstration of the bounty that we use to keep ourselves this soft and luxurious?"

The two barbarians looked at one another, and as they realized that their hard travels had resulted in being caked in dirt and grime. While that didn't matter when surrounded by dozens of other muscular lion men, it was a stark contrast to the well-groomed, fresh smelling cheetah that stood in front of them. Both lions were licking their lips, and with the submissive nature of this man it was causing their loincloths to tent at seeing this soft creature in front of them. It was almost too good to be true, like this smaller male was made to sate their desires.

Though they had something else in mind, the two found that the offer the cheetah had given them was irresistible. It didn't take much for the two to take off the leather straps that were holding on their weapons, as well as their loincloths and thongs that were keeping them from flopping around. With their cocks being half-hard already the cheetah's eyes widened a bit on seeing how big they were. It caused the two barbarians to snicker, but they had managed to hold their composure enough so that they could get pampered in other ways first.

It appeared to them that it was exactly what the cheetah was intending as well, gesturing for the two to sit on one of the marble shelves that lined the walls of the inner chamber. The steam was already clinging to their fur as their bare butts sat down on the damp stone. They were already starting to get ready to have more than a little fun when it came to their feline counterpart, but for the moment the two barbarians remained behaved as they watched the cheetah prepare. It doesn't take long before the bathhouse attendant had gotten everything ready, taking several different oils and putting them on a sponge before scrubbing the first lion down.

The barbarian let out a groan of approval as his chest fur was scrubbed, the other watching while slowly stroking his cock and watching. The steam had intensified at this point, and the warmth was soaking into the two men as they felt their tense muscles starting to loosen and relax. They hadn't even realized that at some point water was draining from slats above, the dirt sloughing off and flowing towards the drain as the oil and suds continued to watch it away. The cheetah didn't miss a single inch, and once he had finished with the hardened muscles of the barbarian's body he even used a dollop of oil and shined up the huge, throbbing shaft of the lion.

Once he was done with that, the cheetah moved over to do the same thing to the second barbarian that sat there on the bench. With the first one already having enjoyed the freshness of being clean, he got up and slowly moved behind the feline between them. As the attendant started to shampoo the lion's mane he saw the other man stand up on the wet marble and squat down slightly. The barbarian underneath him scoffed and shouted about having the feline's balls dangling in front of his face, but the lion just took his oiled up dick and playfully slapped it against his pridemate while exposing his tailhole to the cheetah.

"Thought you did so good with cleaning it," the barbarian stated as he leaned back even more. "Why don't you get a closer look and inspect it yourself?"

"Of course, sir," the cheetah replied with a grin, running his hand along the flank of the lion squatting in front of him. If either man had been paying attention they might have noticed that the fur of the barbarian on top was much thinner where the cheetah had stroked it, or that it was getting harder for the one sitting on the bench to flex his toes while claws began to turn a milky white as the bath attendant got into position. "Why don't you go ahead and apply the oils to your friend's mane and I'll take care of both of you."

Both men growled in approval at that, even the one that had a face full of lion crotch as he felt oiled up fingers glide against his fat cock. Though he originally had no intention of following through on the cheetah's request, the barbarian found himself reaching out his hands when prompted to get a palm full of the oil in each hand. As he was directed to start slathering up the mane of the other man the lion felt his fingers getting a bit stiff, but that errant thought was quickly washed away like the dirt on his body as he felt a feline muzzle press between his cheeks. The barbarian moaned in pleasure, and as he felt the tongue starting to probe against his tailhole he prompted the one beneath him to open up and do the same to his cock.

Though the other lion growled slightly in defiance, he could feel his own cock getting worked over by the hands of the cheetah that put him in the mood to do so. As the cock slipped past his lips and the fingers massaged into his mane he tried to adjust himself against the smaller male between them, only to find that his hands were stuck to the marble. With his head preoccupied by the thick maleness pushing into his maw he couldn't look down at what was going on, especially since most of his vision was occupied by the tawny fur of the other barbarian, he did manage to see between thrusts that more than just dirt was washing down their muscular bodies. A large clump of long, brown fur plopped down and slid off his muzzle, and as he looked up his eyes widened in shock at seeing the mane of the other man starting to slough off his head and reveal gleaming white underneath.

But when he attempted to say something the barbarian found only muffled grunts and slurps leaving his mouth, and the cheetah paused his rimming of the other barbarian to tell the sitting creature to just relax. Despite something happening to both of them the lower barbarian did the same, and as the attendant smirked he could see his muscles still twitching as pleasure washed over them. Though it was a bit tricky the spotted feline had managed to angle himself to slide down the rigid length of the barbarian, though it helped that the one he was plunging his tongue into had legs made of stone. It wasn't a figurative term either, the barbarian having his tailhole licked and sucked could only thrust forward as the gleaming white marble coloration spread up his calves and thighs, and as he gripped the mane of the one whose maw he was thrusting into he found similar patches appearing where the fur fell away...

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

Eventually the chief reached his destination, the lion looking around suspiciously as the fox guard led him straight into the tower and up towards the lord's estate. Normally he would have to fight through an army of guards and wade through an ocean of blood, Kelrick mused as they went up the spiral staircase, and that this was the first time that he had ever been escorted to take over the seat of power in a city. Perhaps there is something they can do with the city other then just sack and burn it to the ground like the others, though once the fox opened the large metal door and gestured for him to enter he snapped his thoughts to the present. With night starting to fall due to the sun hiding behind the mountains, the inside of the white marble hallway was wreathed in shadows save for a few torches that were lit up on the wall that illuminated a figure standing with his back turned to the barbarian.

"Quite the city you have here," Kelrick said with a sneer, hand ready on his axe. "You must really think you can convince me to spare your life if you don't even have your guard take my weapon."

There was a pause that laid heavy in the air, and just as the lion began to grow irritated at not being answered he saw the lord of this city slowly turn around. "The only reason that you still have your weapons is because I permit you do do so," Frynzi replied, the lion taking a step back in shock at the visage of the monstrous creature that could be seen in the flickering of the torchlight. "The same goes for the rest of your pride, which even without my abilities I can hear them in revelry while enjoying my city's hospitality."

"Mind flayer," Kelrick gasped, but as he moved to grab his axe he suddenly felt a wave of mental energy wash over him before he could even get his fingers wrapped around the hilt. "I should have known..." Though the chief was the strongest of the barbarian warriors, all he could do was grunt in exertion while attempting to even pull the axe from his belt. He had heard tales of such creatures before, the illithid floating down toward shim, and with his attempt to attack him outright was negated he ceased his struggling to get his weapon free.

"Much better," Frynzi replied, waving his fingers and loosening the psychic hold he had on the other man, which caused the lion to fall on his hands and knees. As the chief quickly darted his head back up he saw Frynzi turn and look out the doors of his balcony, the wind carrying the sound of his pride even with how high up they were. "You were right not to trust this place, but unfortunately as I had calculated, the baser instincts of your kind made sure that this attempted conquest would end without a drop of blood being spilled."

Though Kelrick could still feel the mental pressure on his body, the lion was starting to at least feel some movement in his body as Frynzi was gloating at him. "We may have walked into your trap," Kelrick exclaimed as he continued to test the restrictions that the mind flayer was putting on him. "But even with your strength, I doubt that you could ensnare all of us for long, and when the others of my pride find out what is happening they won't hesitate to kill you all."

"I suppose they wouldn't," Frynzi replied, the telepathic laugh echoing in Kelrick's mind as he found himself walking of his own accord towards the balcony while the mind flayer floated there. "But you are mistaken that you think I am the only threat that you face in this city. Your main enemy is your own desires and wants; I could sense them while you were still coming through the mountain pass, and while it's mostly for blood and gold, your men also have carnal needs as well that they wished to have satisfied. Now they will feast and fuck with my herd that I specifically bred to be compliant and eager to serve thanks to my research, something that will likely rub off on your men as they continue to indulge in my little experiment..."

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

The lion barbarian sat on the comfortable pillows of the rotunda, holding onto his stomach as he processed the amazing food that he had been given. There were a few others that were also lazing about, while others were taking advantage of more than just the meal prepared for them. The frenzy that had been whipped up among the entire pride to attack and sack this entire city and leave with the spoils had turned into a wild party with the denizens of the city. With there being no resistance the lions found they could do whatever they wanted with whomever they wanted, and with those that resided within these walls being more than amicable to their requests it had tempered a lot of the men to let loose. Though the one sitting on the pillows had chose to indulge in their appetite, he had seen others grab men and carry them off to enjoy more carnal pursuits.

But even with a full belly and the focus on the cuisine, seeing all the fine men around was quickly stoking up his arousal. Many of his pride had decided to go without the clothing that would have protected them, using their muscular bodies to entice and show off to those that they had conquered without a fight. Even he had sloughed off the trappings of formality and was lying there with his cock out, and though the evening air brought a chill with it he found no desire to put anything back on as he slowly got up from the pillow. Perhaps he could find a few blankets and a couple of guys that would keep him warm just like the others had been doing.

As he started to make his way through the city he could see the aftermath of the barbarian occupation. There was trash everywhere, and with the citizens of the city all taking care of their new guests, it had started to pile up. Before he could wonder if they were going to pick up after them, he suddenly saw what he had thought was a statue move into his field of vision. Just like most of the inner walls of the city buildings, it was made out of white marble with gold filigree that accented its muscular body. This one was vaguely feline in nature, though with the somewhat featureless form it was hard to tell what kind. One thing that the sculptor didn't skimp on was the rather large maleness that it sported as it began to pick up the refuse and put it into a can that it was holding.

"Golems, eh," the barbarian said with a chuckle, though as he continued to watch it for a few seconds he scratched his mane in slight confusion. "Wait, if they had that level of magical prowess, then why didn't they use them against us?" It was something that was causing the lion pause, especially since he didn't remember seeing these creatures when they had first entered, but as the aroma of food wafted past his nostrils he became immediately distracted once more. While he had been completely full before, he found that he could potentially eat more if he was enticed enough, and that's what came from the delicious food that had just his caught his attention.

As he went to the source of the smells he passed by another marble golem moving around, this one helping a citizen with moving a large crate up the small hill he was walking. He thought about going to ask what these statues were all about, only to see the source of his passion out of the corner of his eye. It was a small food stand that had several stalls on the outside of it where people could sit and watch the cook. As he went over and sat down he flexed his fingers and toes, the joints feeling a bit stiff as he could see the large bear that was preparing food. He wasn't alone though, the chef blocked partially from view by another lion barbarian that was plowing into him.

The sight of the dominance of their pride over this city caused the waiting diner to smirk, leaning forward as he watched those pump cheeks flexing while the bear continued to work. He felt his own cock getting hard at seeing it, but as he was about to call out to bring the ursine man over and they could split him. As his request went ignored however he heard the chef asked the lion to grab something between his grunting, and to the observer's surprise the lion did what he was told and reached over to grab it while still thrusting forward. The barbarian lion suddenly let out a gasp as the face of the other member of his pride was caught in the light of oven, seeing that instead of the usual leonine face it was nothing but smooth marble that he could see keeping over his head.

"What sorcery is this?!" the barbarian lion shouted as he stumbled backwards, though as he fell back onto the stone he heard a loud clacking instead of the usual thud. In his shock he reached back and felt his butt, but instead of fur he felt smooth stone instead. He was also transforming, and as he remembered what he had just seen the horror of realization quickly dawned on him. When he got back onto his feet he found his hands and feet were losing their fur as well, but all he could think about was warning the others so they could mount some sort of counterattack. One thing he did note even as he started to run was that he was still incredibly erect, his erection still throbbing even as the flesh hardened even more.

As he began to run towards the central spire the lion attempted to find others that might help, cursing under his breath that he had left his weapon at the pillows he had been lounging at. He decided to try and go back there to at least arm himself, but the longer he was moving the more his thoughts were getting fuzzy. Even with more examples of the treachery of the city being seen he was starting to lose focus on why he was there, especially when he saw that there were areas that he could help. As a creature that would burn down a town rather than help it, these thoughts were almost jarring. He knew that his mind was being manipulated, but that didn't mean it wasn't still affecting him as he finally reached the pagoda that he had originally come from.

The lion thought that perhaps there would be others there he had seen previously who were still mostly unaffected, but his jaw ended up dropping at the sight. The citizens had been quick to lend their bodies to help slake their lusts, and as the men used their mouths or tailholes on the cocks of the lions laying there it looked like they were having sex with statues that were on the pillows. They were all turning into golems, and while some were frozen in pleasure there were others that had already been completely transformed and were humping back into the ones on top of him. Some were even sucking off others that had started to rub against their smooth heads, and as the barbarian stood there in shock he could see those that weren't completely petrified had the marble spreading over their features as their faces froze in pleasure.

Before the barbarian could think to react though, he suddenly felt something against his groin. His gaze had been so fixated on the scene before them that he hadn't even seen the fox come up to him, only knowing of his presence when he felt a hand on his balls and tongue on his cock. As he looked down in shock he could see the vulpine grinning up at him, a purple tint in his eyes as he took the thick cock into his maw. Though he knew what would happen if he allowed this to continue, he couldn't find the means to stop himself from letting the powerful lust spread from his groin to the rest of his body. As he began to gasp and pant his arms went down to the smaller man, only for the muscular limbs to settle on the head of the fox and urge him on as the thick shaft slid deeper in.

Just like with the others, he could see the white marble go from just his hands to spreading up his forearms, the fur falling off as two more citizens came up to speed the process along. All of them had the same purple in their eyes as one went between his legs to lick against his swollen, already marblized marbles while the other went to his backside and nuzzle into his butt. The result of the stimulation had caused his body to freeze completely, and as his back arched and he let out a moan it quickly died off as he remained positioned like that. It didn't take long before he felt the last of his fur falling away from his body, and as the transforming lion barbarian's thoughts were completely washed over with blissful euphoria the only rationality that crept in was how he could return the favor to these fine men by serving them.

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

The chief looked down from the balcony in shock, the lion's eyes wide at what he was seeing. Though they were fairly high up he could still see his men below, and as he watched more and more of them were transforming into strange marble parodies of their former selves. "You're a monster," Kelrick snarled, trying to use his rage to grab for his weapon.

"That's quite the sentiment coming from you and your ilk," Frynzi replied, the mental chuckle reverberating through the skull of the lion as he floated back towards the middle of the room. "Even without my psionic abilities it was clear what you intended to do once you had breached our gates, so I just decided to remove the temptation and replace it with another, something your kind could understand. I suppose I should be thanking you though, it's thanks to you that I can see the fruits of my labors without having to test it on my own herd."

As Kelrick struggled to try and figure out what was happening, the only thing he was thankful for was that he had yet to show any signs of the petrification that the others were exhibiting. Though he mentally kicked himself for having fallen into a honeypot of a trap, though one would usually not expect a mind flayer to be at the helm of anything, much less a city, his only focus was trying to get out of this hold and away from the city. He assumed that he would be the last to change, the final victory that Frynzi was reserving by bringing him up to the tower and taking personal control over him to watch his pride get transformed. That would be his only chance to escape, and while he lamented the loss of the others, at this point he needed to save his own skin and rebuild his barbarian horde to take this city by force.

But first thing was first, and that was escaping from the mind flayer's power enough that he could get out of there. He found out through their discourse that not only was he using his powers to keep him contained there, but also that he was influencing the minds of all the citizens in the city and molding the new marble golem men. With more being transformed by the minute, he could sense the power holding there being spread thin, to the point where as long as he wasn't reaching for his weapon he could move about somewhat normally. The barbarian eyed up both the room and the mind flayer, waiting for the opportune time to take advantage as he could still hear the occasional groan and shout coming from the clan below.

That moment came when the same fox guard from before came in, opening the door and causing the mind flayer to turn towards him. It was just enough attention that the lion decided to take his shot, and having already maneuvered his way to position before he quickly darted to the side and grabbed the large vase that was sitting on a pedestal. It was quite heavy, but between the adrenaline of potential escape and the rage that had been bottled up the barbarian lifted it with ease and let out a loud cry while tossing it. The mind flayer quickly snapped around, but by the time he realized what happened he was already getting knocked out of the air by the heavy object.

With the mind flayer down Kelrick turned and made a run for the door, slamming the fox guard into the wall as he passed by. While he had thought about potentially drawing his weapon and putting an end to Frynzi, there was no guarantee he would cover the distance before he recovered, or if the power keeping him from his weapon was still there. Even though it was a longshot he knew his stamina and strength would be enough to exit the city, and with the mind flayer still having to keep his control over the city he hoped it would be enough that he could escape. While Kelrick would normally never allow his pride or himself to retreat in such a cowardly fashion, there was no longer a pride to be accountable for as he slid down the marble railing and jumped to the ground floor.

With the energy surging through his body the barbarian saw two more guards at the gate, and while he was ready to try and barge past them if they got in his way he saw them merely step aside and let him pass. It was a smart move, Kelrick guessed that either their master told them not to get harmed or they realized that stepping in front of a raging barbarian lion was not the best idea. Regardless the lion tried not to think about it, keeping his focused honed to a fine point in getting out of there before the mind flayer could step in and stop him. Considering he had the entire city under his thrall, it meant that he wouldn't be safe until he had gotten past the walls and out into the surrounding fields.

Once he had gotten down into the streets, though, Kelrick suddenly found his attention being diverted. It was more than just the fact that all the citizens of the city were staring at him, though the looks of those purple-tinted eyes was unnerving enough. As the lion continued to make his way towards the gate he began to see the consequences of their actions to enter into this city, seeing the white marble golems standing there at attention. It was as though the mind flayer was mocking him, several merely watching him go by while others actually stood at attention while he passed by.

But even with the mocking of the mind flayer through the marble golems that had been created from his clan, Kenrick still attempted to try and leave the city. He was starting to get disoriented though and his mind was getting increasingly hazy with every step that he took. Eventually as he got down to the main street that led out of the city he found himself being greeted with a wall of marble muscle that barred his passion. A growl escaped from his lips; if the mind flayer thought that he wouldn't fight his own men to escape, the lion mused as he reached for his axe, then he was about to show him the tenacity of the barbarian spirit.

Except that his axe wasn't there. When his fingers curled around nothing except for air, he looked down and saw that not only was his entire weapon belt gone, but also his loincloth as well. He had been running naked this entire time, and while that wouldn't bother him, the fact that he didn't even realize it until this moment had gripped his heart like an icy vice. Even though he could have tried to muscle his way through, the golems looked like they were even bigger then his men had been, and it prompted the barbarian lion chief to run through the nearby building instead.

As he passed through the bathhouse Kelrick brushed the steam away from his face, and as he made his way to the next room he happened to see a cheetah with two of the golems massaging and pampering him. For a brief moment a stray thought entered into his head, that these statue drones looked very happy serving the smaller man. That was what life was all about, wasn't it? Wouldn't he be happy serving as a lovely marble golem just like the others that he had seen?

Kelrick stood there long then he should have watching the three, and as he put his hand to his head to try and shake the strange thoughts from his mind he found himself holding a clump of his own mane in his hand. Though he couldn't see it, he knew that where he was missing his fur had likely turned a bright white marble. "As you can see, there is no way for you to escape," the voice of the mind flayer said, the steam room that the lion had stumbled in suddenly parting to show Frynzi hovering there. "You may have had a chance when you first arrived at my gate, but the second you decided to come up to my domain you had become mine."

"I don't know, I got pretty far," Kelrick shot back, though even without the mental pressure on his brain he could sense the psychic tendrils that were slowly wrapping around his mind.

"Only because I wanted to see what you would do when you found your pride completely under my control," Frynzi replied. "Also the look on your face when you found that I had disarmed you without your knowledge, and seeing your pride so dutifully adhering to their new roles. You shall see soon enough, for I have decided that you will be my personal marble drone. Now it is time to take my prize, just like you have done so many times before meeting your match."

Though the lips of the lion curled up in a grimace, he knew that the mind flayer was right. How many times had he stood in the middle of a castle, or village center, watching as his men burned everything to the ground after taking what was valuable. He had claimed his share of the spoils, which would normally be the lion's share as some of his barbarians had enjoyed stating, and if he had just stopped then perhaps he would be able to enjoy them. But the illithid was not going to let him go, and as those long, purple fingers continued to run through his mane and long his face he could feel more of his fur falling away.

"You know, I could have left you and your men with these long manes of yours," Frynzi commented as the power of the city washed over the lion chief, his body trembling slightly as he could feel his flesh starting to harden in other places as well. "But considering how much lions pride themselves on such things, I though it would be only fitting that you and yours would lose such symbols of your status. When anyone visits this city they will not know you as the proud barbarian horde that terrorized the lands of this kingdom, but rather as the dutiful servants of my citizens, lower then the thralls of the mind flayer that created you."

Though there was no mouth that the illithid had, Kelrick could sense the profound and perverse satisfaction that he had in twisting the knife into him. As much as he wanted to wring the creature's neck he found his body completely frozen, like he had already become one of those statue creatures even before he had completed his transformation. He thought for a second that maybe the mind flayer had decided to make him an ornament that maybe he would put out front, but as the admittedly muscular chest of the purple-skinned creature pushed against his body, he could start to move again. It would have been the perfect time to strike, but instead of using his claws or teeth to try and rip the creature's throat out, instead he rubbed up against the pecs and abs of the surprisingly bigger creature.

The touch of the rubbery skin underneath his fingertips was electrifying, like he was touching something magical as one of Frynzi's tentacles slithered around his neck. To be so close to such an abomination should have been his worst nightmare, but as Kelrick looked up into those glowing purple eyes he found himself being drawn more and more to this entity. Since the mouth was buried underneath those tentacles there was no way for them to kiss, but the mind flayer was more than adaptable as a second tentacle tip began to push past his lips and slip inside. As they did he could feel his mouth starting to harden, whatever magic or sorcery they had being concentrated in the touch of the creature.

Kelrick's eyes squeezed shut as he felt a strange and perverse pleasure from the act, and though he knew that it was the illithid that was manipulating him it was causing his entire body to tremble. As the tentacle continued to push into his mouth he could feel Frynzi continue to stroke against his head, and with each swipe he brought his hand back to bring more of the fur into his vision. By the time his throat was getting spread open he could also feel the bare patch on the top of his head, the petrified flesh completely smoothed out by the mind flayer's ministrations. There was nothing that Kelrick could do, as he gurgled slightly from the tentacle slipping into his throat and sliding in and out of his maw it felt like his thoughts and aggression was being drained out of his body.

But as the tentacles pulled out of his maw, the scene changed before the lion chief. The steam and walls of the room that he had been in dissolved away, and as Kelrick could feel the wind on his fur once more he realized with a shock that he was still standing on the balcony. Everything he had seen was a lie, and as he attempted to lift his arms he saw his hands had turned to marble and were stuck to the similar stone of the railing. He immediately felt the presence of the mind flayer behind him, both in his mind and physically behind him.

"Now you see," the mind flayer whispered into the lion's mind, Kelrick feeling his spread apart legs being teased as they felt just as heavy as his arms. "You were never free to begin with, all of your reality, all those thoughts, they had already belonged to me. Everything of yours belongs to me, your pride, your thoughts, and your body."

The last part was punctuated by the feeling of those mouth tentacles pressing against his hips and thighs. The way that they slithered around his limbs and waist was causing him to gasp and moan despite himself, and being out on the balcony naked like this showed the city who was still in charge. He could see the citizens of the city and the new marble golems that had been created staring up at the naked lion, the partially balding and completely naked creature on display for all to see. Frynzi wanted them to see, and as the lion barbarian attempted to look away he found that his neck was stiffened to the point that he couldn't look away from the mind flayer's new and old subjects.

Kelrick's lips curled and his teeth gritted as he felt one of those tentacles slip into his tailhole, spreading the ring of muscle open and causing even more pleasure to suffuse through his body. If there had been any pain from the insertion it was blocked by the mind flayer, Frynzi clearly wanting the lion man to only experience the powerful sensations to compliment the feelings of submission. At the same time another tentacle coiled around his cock, which was completely erect despite himself, and had started to pump on it. With it being hard to move his head Kelrick wasn't sure how far the changes had progressed on his body, but at this point it didn't matter to him.

The mind flayer had won; whether it was what Frynzi had said about losing as soon as he stepped foot in the gates, or when he had stepped into the chambers of the other man, he had lost control the second he let his guard down. The whispers in his mind continued to reinforce that in his thoughts, telling him the same thing that was relayed to all his men. He was told that this was their place, that they would be the stalwart servants to all the citizens of the land. For Kelrick there was an additional layer of programming, one that made him the personal plaything of the one that was still sliding the slick appendage into his tailhole even as the marble spread over his cheeks.

One thing that the lion hadn't expected was how pliable his body was even as it was being petrified. As whatever magic or psionic energy was suffusing through his system, Kelrick could feel his insides getting split apart the further the mouth tentacle pushed into him. If anything, his body was becoming more elastic, especially as a second tentacle joined in the first. If his fingers could still move they would have clawed into the balcony railing, but the mind flayer had made him more statuesque then the other golems, at least for the moment.

The lion's mouth was still able to open, but the only thing that came out of it was a loud chuff as the second tentacle joined the first inside of him. The sensation of those purple, rubbery appendages sliding into him was almost more than he can handle, but even with another coiled around his cock stroking him off he found himself unable to reach orgasm despite his prostate being stimulated. While part of it was the tentacle being squeezed around the root of his dick, but there was also a psychic component that was keeping his release at bay.

With the tentacles squirming around in his guts Frynzi had complete control over the level of stimulation, something that the mind flayer was pushing into his mind with everything else. At this point it was overkill, but if he was going to be a proper drone for his master he had to be molded and shaped into the perfect plaything for him. His breathing was becoming labored as the buildup to his climax continued to grow, but with the marble coloration having spread over most of his body the only thing he could even twitch was his head. Even with his thoughts being shaped by the intense pleasure being fed to him, the mind flayer was leaving his complete subjugation for the last.

Once more as soon as Kelrick thought that he heard the mind flayer chuckle, indicating that was exactly what his new master was intending on doing with him. Frynzi was not going to take his freedom... he was going to make the lion barbarian give it to him. It was the last bastion of autonomy that the chief was attempting to protect, but his feelings of pride were only able to shore up those defenses for so long. With his body being locked into place he wasn't even sure why he was bothering, a corrupted thought perhaps fed into his mind by the mind flayer to make him give up.

Kelrick wasn't sure how long he had been standing there getting pleasured for all to see, but as he watched the errant breeze blow away the last of his fur. At this point the only thing left was a bit of mane on the sides of his face, even his facial features hardening and turning to marble. His face was frozen in an expression of lustful need, something that might have caused him shame if he was in his right mind. At this point the mind flayer was playing his feelings expertly with his mouth tentacles, and just when the former chief thought that the last one would join the other two in pushing into him, all four suddenly pulled back.

The feeling of loss was unexpected, the augmented inner dialogue in his mind explaining that it was because he desired nothing more then the touch of his master. The former chief still knew deep down that he shouldn't be enjoying this, but that part of him was deteriorating with every caress of the bigger man behind him. There was quickly becoming no barbarian left, the only thing that remained was the dutiful drone left behind as the hands of the mind flayer cupped against his pectorals. Even with his body still having the same strength, perhaps even more, the fact he couldn't move an inch or do anything but gasp and moan through his partially open mouth revealing his submission.

"One last little bit of self remaining," Frynzi instructed as Kelrick felt something else sliding up between his butt cheeks, the thick maleness rivaling his own as the marble could be felt creeping up his cheeks. "I want your last words to declare yourself as a loyal drone of your new master, and a loyal golem of the city. Roar it with the last ounce of breath you have before becoming mine forever."

It was getting hard for Kelrick to even understand what was happening with how much lust he was experiencing. Normally the chief would have slaked it in whomever was closest, but this time there was only one way to appease his carnal desires as the tip of the illithid's cock started to push inside of his tailhole. There would be no further prompting, as those slender, rubbery fingers started to slowly stroke on his marble cock there was only one way the lord of this city would let him go. As the other hand rubbed against the top of his shiny, smooth head, a short but powerful thrust pushing the cock into his tailhole was enough to prompt his response.

"Frynzi is my master!" Kelrick roared, though his voice had lost all its power as the golems of his pride all faced him in unison. "I am his pet, his plaything, everything... I have... is his... mind... body... soul..." the last few words were little more than a wheeze, and as his mane was sloughed off his head there was no more air in his lungs to speak. That no longer mattered anymore, the mind flayer had gotten everything he wanted as the last of the lion's flesh turned to marble.

With no more need for his mouth to exclaim his new loyalties, the mind flayer was more than fine with using it to sheathe his tentacles once more. With no more anatomical barriers Kelrick found two of the mouth tentacles slithering into his maw while another two pushed their way into his ears. The sensation of his holes being stretched once more filled the golem statue with a profound pleasure, feeling them slithering inside his head to continue to dominate his very presence. At the same time he was being stretched open from behind, Frynzi trying out his new plaything while finally releasing the mental hold that he had on the former chief that would allow him to orgasm.

It wasn't just Kelrick either; Frynzi had been keeping hold of all the creatures that had been transformed, along with his herd. It hadn't taken much to keep the citizens of the city in line, and with the threat now completely passed there was no reason to keep their emotions in check. The golems were the same way, which the chief out of the picture and all of them completely molded into drones, the programming that the mind flayer had instilled in their petrification would ensure that they would remain compliant and ready to serve those that needed them. They would be great additions to the city, and once Frynzi had properly conditioned them they could use them as a means for defense to ensure that never happened again.

But for the moment the threat had passed, and after taking a few minutes to plow into the lion drone he finally pulled out of his rear. He had already allowed Kelrick to climax, and he had already done the same when he heard the declaration of submission from this strong creature. At the same time he had completely smoothed over the last of his facial features, leaving a bald marble drone just like those that were down mingling among the citizens. The only difference between this one and the others was the mark of his house on the left pectoral, something that would remind the others that were below that this one belonged to him and him alone.

After having slid his cock and tentacles out of the creature, Kelrick could feel the other man starting to move and flex his new form. "I would say that the experiment was a resounding success," Frynzi stated, mostly to himself as he floated back over towards his throne while he allowed the marble golem to continue to inspect himself. "Perhaps I will let your pride roam the kingdom again, but for the moment it's time to start your training process. I know that it's not something that you're used to, but given how well you took to me, I think you should be just fine."

The mind flayer chuckled once more and snapped his fingers, a purple mote glowing briefly like a spark. It immediately caused Kelrick to stand at attention, and as he immediately made his way over towards a table with a goblet and pitcher on it his faceless head stared forward with single purpose. Frynzi had him on a fairly tight leash at the moment, but he did give the other man enough wiggle room so that he could realize what he was doing. It was mostly for gloating, but he also wanted to make sure to reinforce to the lion golem what his new role was in life.

Once he had gotten the wine poured and brought to his master, Frynzi merely pointed downwards. His mouth tentacles twitched as he watched the once proud lion chieftain immediately get on his hands and knees, acting as a footstool before once more feeling his body freeze in place. At the same time the mind flayer made sure that he was kept tabs on his men; the golems in the city either being used for mundane tasks such as moving things around, or more carnal pursuits like what the barbarians had intended to do instead. It was quite the roles for the once scourge of the kingdom, and it made the mind flayer wonder if he should get a prize for stopping the horde.

Oh well, Frynzi thought as he sipped his wine, virtue was its own reward...