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As Istel the mage frantically ran up the spiraling staircase, he wondered where everything had gone wrong. At present the blue-robed mage fled in his tower, his domain, up and away from a pursuing pack of cetacean creatures that were exactly the same in body and mind. They had the same humanoid bodies resembling that of a cross between the aspects of a woman and orca; their skin was smooth and slick and hairless, mostly pure black save for their pure white stomachs and breasts and a small blotch of white all of the same shape around their black eyes. Their flippery two-toed feet made wet slapping sounds as they pursued him and their somewhat similarly shaped three-fingered flippery hands always reached and groped for him no matter how far away he was and he didn't have much ground on them at the moment. Their faces, that of an orca's visage yet extended slightly, all bore the same wanton grin, showing off their sharp teeth and even sharper smiles.

Despite the orcas' unified expressions and shape, Istel couldn't help but be entranced by the feminine aspect of their beings as he ran and they chased, of their bouncing bountiful ivory breasts topped by puffy black nipples, of the sway of their wide, womanly hips, the similar sway of their powerful, thick fluked tails behind them, and the look of their wet white slits that seemed to invite the thought of sex. It was because of this that he had to keep his eyes mostly forward to at least fight off the arousal they induced, a stiffness in his robe that made it a bit awkward to run. It also helped to know that the orca females that trailed so close behind weren't always like that. No, most of them had once been like him--human, male or otherwise, and not the least bit of a cetacean clone. Unless one of them was the real Rondis...but how was he supposed to know? And yet, he thought, he should. He was the reason for this whole mess anyhow.

He had never meant to cause any of this. Rondis, the orca humanoid, the cause for the clones had never meant to be anything but simple experimentation in the shifting of shapes. In truth, he wasn't quite sure how she changed others in the first place. It had never been in the makings of the magic. But still, what was happening was happening and it seemed there was no one to blame but himself. It was utterly embarrassing that the cause for all of this was that a "wizard did it." If he got out of this situation himself, completely him, and not some orca fem, he promised himself he would never make such a mistake again.

It had all started so simply. He had been walking on the beach, pondering the subtleties of shapeshifting along with deep thoughts on why women seemed to avoid mages like him when he came across a beach orca. While others might have looked upon the cetacean creature with pity, he instead saw the large whale as a subject of opportunity and experiment. Right then and there he had begun to trace runes and other mystical shapes on the whale's form. Once he was satisfied he spoke the incantation and the spell started, reducing the orca in bulk and reshaping her into a humanoid form. His thoughts had been still on women too, so he may have gone overboard in making her appear feminine too, granting her the curves and breasts and butt such as he imagined his dream woman to have.

The new orca woman, still animal in mind, had seemed very much confused until the last bit of the spell had kicked in, uplifting her mind to true sapience. At the time, she had still seemed very confused, but Istel had hardly care about her state of mind. He had simply been satisfied with his work, glad to have worked out some of the more advanced properties of shifting shapes. He had also quickly lost interest in the orca humanoid that would one day be known as Rondis, for his mind had already turned to more complex tasks and the thought that perhaps he might be able to work the magic on himself. So, he had left Rondis to fend for herself and thought very little of her since then. She hadn't been the first of his creations that he had tinkered with and quickly abandoned, but now it seemed she might the last. Now, Istel realized as he took flight from copies of the cetacean, that had been a mistake.

The clones were catching up. While Istel was a mage of some repute, he had never been a quick caster. Rather, he preferred to deal with rituals and slower spells, ceremonies and long incantations that he could full comprehend and control. He also wasn't much of a fighter, and thus he had little in the way to fend off the clones, hence why he was running.

Of course, Istel wasn't an idiot. He knew that at some time or another a rival mage might come to his tower to take his power or perhaps a party of religious zealots intent on ending his "hellish" works, so he had placed safeguards in his tower to fend off or at least delay whatever intruders may come so that he would have time to work some spell. His first line of defense in this case had been his doorman Cott, a gentleman and skilled swordsman. The doorman had fought off some incursions of solicitors and peculiar nemeses for Istel before, but he had obviously been ill-prepared for the advances of naked killer whale humanoids. Istel had been there when Cott had tried to politely talk the cetacean clones away, only to be smacked across the face with a flippery hand for his troubles. Cott had instantly become angry and uptight, but the redness in his face had immediately faded to black as his head had pushed out into the muzzle of a killer whale. Istel had watched in disbelief as his doorman shed his clothes, allowing the mage to see the rapid changes that soon left Cott the same in form and function as the Rondis clones that had gathered outside. And so Istel's first line of defense had fallen, and in fact was one of the clones now pursuing him.

Thus, Istel had to rely on his preset traps and tricks. He activated one now, touching a rune on the stone walls and whispering a word as he passed it. He looked back as he continued running and was satisfied to see a force field spring up. Several of the clones began trapped behind it, clicking and crawling as they pressed their breasts and nethers against its solid surface. Unfortunately, he had only cut the number of his pursuers in half--he still had five more after him.

Istel activated another rune and soon two shrieks behind him. He risked a quick glance and saw five had become three. He smiled, knowing the two that had just vanished would find themselves transported elsewhere to some far corner of the world. Still, he had three more to get away from him, and not only was he getting tired but he was nearing the top of his tower. He couldn't make any mistakes either, because he had seen how only a single touch could cause the change. He had heard such rumors when reports of Rondis and her clones had first reached his ears, but he had discarded them as silly rumors. To cause such a great change with but a little touch took great power, power he had accidentally imbued within that once-beached orca. His little experiment had proved a greater and more disastrous success than he had intended.

Istel reached another rune. He traced a finger across it and spoke another word--and screamed as his hand burned. He slowed down, gripping his hand and cursing himself because he had said the wrong phrase. It was too late to go back now though--the clones had gained ground and while there might only be three of them left, he wasn't sure he had more than two runes to call upon before he reached the top.

The fourth rune soon came into sight. Not wanting to screw up this time, Istel eased his breathing and tried to remember the words for this one even as the panting and cetacean clicking of his pursuers distracted him. By the time he reached it, he wasn't truly sure of the right words but he had to try.

Istel said the words, the rune blazing into power as he heard muffled squeals and shrieks. He looked over his shoulder and smiled as he saw the three orca clones trapped in large purple bubbles that they floated and flailed futilely in. He let out a sigh of relief and came to a stop. The trap was only temporary, but at least he was free from his pursuers for a few hours, plenty enough time to reach the top of his tower and either figure a way to revert the clones to whom they had once been if that was even possible or teleport himself to another time and place. Either would work for him.

Istel walked up the rest of the stairs slowly, catching his breath and regaining some energy so that he might have something to call upon with whatever deliberate spell he would soon devise. He didn't think he had to run that fast and far in months, years even. He may have screwed up somewhere in his spellwork with Rondis, but at least it was an isolated incident. What enemies he had were rarely so self-inflicted.

After a few minutes of slow meandering up the stairs, Istel reached the door to his ritual room. Inside he would find sanctuary, quiet from the angry calls and shrieks of the Rondis clones he had prevented from reaching him. He would happy to be free from their sounds, happy to have the peace and quiet to end this whole mess.

With a deep breath, he opened the door and stepped inside. He could already feel at ease as he kicked off his sandals, stretching sore legs and unbunching his robe as he began to think of what spell to weave. Already his mind began to wander into his work and it would have wandered far indeed had he not heard the door he had just open close behind him along with the sound of wet, flippery feet on the stone floors.

Istel blinked and felt a chill run through his body as he heard someone chuckle behind him in a voice that was soft and feminine. He spun around and jumped back as he came face to face with a sleek, svelte orca woman. Rondis smiled sweetly at him as he stumbled further back, his mouth agape.

"How?" he asked. "I--"

"It isn't the first time I've had to chase a wizardling up his lair," Rondis said, her voice sweet despite the subdued menace found in her eyes and sharp, small teeth. "You all think alike. So careful and yet so careless."

"So, that's how you found me," Istel said. Was one of the clones chasing him before a former colleague. He shivered and looked the orca in her eyes. "Are you...Rondis?"

"Yes," she said, placing her hands on her hips as she slowly sauntered over to him, hips swaying enticingly.

"S-stop!" he stuttered, holding a hand up. He was surprised to find she that she did indeed stop, though the look of amusement on her muzzle told him more than words might. "Are you the real Rondis?"

Rondis tilted her head. "We're all Rondis. We're all the same." She withdrew her hands from her hips and rubbed them together. "We're all sexy, slim, and sleek, just like you made us. Just like you'll be."

"No!"" Istel shouted. "I'm not going to be one of you." He shook his head. "I won't be undone by my own creation!"

"Not undone, sweetie," Rondis said, stepping forward and cupping her breasts before pinching at a nipple teasingly. "Remade, reshaped, reformed. You'll be so cute, just like me."

Istel stared at her breasts and with some effort tore his gaze away to the orca's smiling face. He raised his other hand this time, as if they alone were enough ward her off. One single touch and he was done for.

"Don't come any closer," Istel said, snarling as an afterthought. "I can undo you easily.

You and you the rest of...you will just be fat beached whales again, helpless if not for--"

Rondis laughed, a shrill, clicking shriek that echoed around the room. She smiled and let her breasts drop free. She lifted one hand and pointed just one of three fingers as at the mage's face.

"You would have done that already," Rondis snickered. "Why would you wait?"

Istel opened his mouth to respond, but there was nothing to say to that. He tried a different route.

"B-but you and I are connected, Rondis!" he stammered. "My--"

Rondis growled and stepped forward, the pointed finger coming dangerously close to touching Istel's forward. He gulped and stood completely still as the orca's face contorted with rage.

"No!" she shouted. "You cut off that connection when you left me there on that beach. You may have made me, but I'm not yours!" Her face softened. "But soon you'll be mine. You'll be me."

She giggled, and this was perhaps the most terrifying sound of all.

"Wait," Istel pleaded. "I--"

"No!" Rondis snarled, angry again. "You're getting annoying."

She jabbed her finger forward. Istel's eyes widened and he meant to move, but her movement was too sudden. For a just a moment her slick skin came into contact with Istel's check and then she had withdrawn her hand. Still, that moment was time enough.

Istel staggered back, eyes wide. His cheek felt warm, red, and angry, as if some of

Rondis's rage had transferred just from that touch. The truth, however, was far more terrifying for the mage.

"No..." Istel said.

Rondis giggled again.

"Yes," she said, sidling up to the shocked mage. "It's happening."

Istel felt his hands shiver and shake. He lifted them up and stared down at them, watching as his skin smoothed out, sleek and slippery and hairless now before the tanned surface darkened to black. His nails fell off of his fingers while his phalanges wriggled, coming closer and closer together until five merged into three thicker fingers that when pressed together resembled a flipper of some sort. He shuddered, feeling the black sleekness crawl up to his elbows, thinning out his arms so they were slenderer and thus more feminine.

When Istel felt much the same sensation in his feet as he had with his hands, he whimpered and looked further down. His bare feet peaked out from under his robe, the skin already sleek and shiny while his toes merged together into an indistinct mass. He lifted one foot and wiggled it, noticing that it now looked more like a slipper of a flipper, or really a flipper of a slipper.

"P-please," he said to Rondis, whimpering as the sensation of sleekness crawled up slimming, slender legs. "Stop it."

"Stop what?" She purred. "You're already me."

Istel shook his head in denial. He was himself for now even if his body was steadily becoming otherwise. He meant to move away from Rondis, but instead somehow came into contact with her again as she place her hands on his shoulders. She squeezed gently, causing the mage to shudder as his shoulders shrank, losing their masculine broadness. She smiled, looking down at the mage until the proportions of his legs and torso shifted so that they were matched in height. She let out a celebratory whistle and leaned forward. Caught in his mind, Istel was unprepared as she came to kiss him on his lips, a kiss he soon found himself returning. Rondis giggled and drew him closer, wrapping her arms around him in a proper embrace. She grinded her wet slit against his covered crotch, eliciting a moan from the man as his face began to push forward and his head hair started to fall out in clumps onto the floor. The orca seductress too pressed her breasts against his chest, their softness only rivaled the hardness of her erect nipples. Istel moaned again, their tongues coming to meet together. His tongue soon changed to match hers, paler and pink and pointed.

"P-please," Istel begged again, feeling his humanity slip away, his mind foggy as his ears shrank and nose shrank into featurelessness, leaving behind small holes for hearing and breathing. His cranium changed, more melon shaped and extending into an orcalike muzzle complete with sleek black skin throughout save for a patch of white around each eye and a larger portion of white that started to spread from his lower jaw, devouring his Adam's apple as it ran down his neck, and smooth his stomach as the ivory, rubbery sleekness ran down to his crotch.

"P-please," he moaned a third time, his voice higher in pitch and more melodic like Rondis's own. He wasn't even sure what he was asking for anymore. He was caught up in the pleasure and turmoil of the situation.

The teeth in his mouth momentarily pained him as they became smaller and sharper and in greater number. In the passion of the kiss his eyes came closed, iris and pupil both turning completely black. Despite himself he drew deeper into the kiss, pressing more and more against Rondis's sleek shape, enjoying the feel of her breasts on his chest and her errant grindings that got him stiff and ready. He hardly noticed as Rondis's hands dropped to his hips, her hands pulling at them, coaxing them to pull further and further apart until Istel's hips were wide and womanly. Then she slid her hands up over his robes, teasing at his waist until it pinched in. This accomplished, she drew her head back and away from the kiss.

Instantly Istel's eyes flew open. Their ebony depths appeared surprised and hurt as

Rondis stepped back, eyeing his progress. It was at this moment that Istel's foggy mind somewhat returned to reality. He blinked and looked down at his body. His hands and feet weren't his, but that he had already known. The rest of him, however...the rest of him was covered by his cerulean robe.

Istel gripped the top of his robe and of his own accord slipped it off him along with his underwear, letting it glide down his slim shoulder to reveal a sleek, slippery ivory stomach, wide hips which in between lay his stiff manhood, and his long, shapely legs that terminated in flipperlike feet. He stepped out of the pooled robe and underwear at his feet, wiggling his hips and erect manhood. He didn't quite like how that felt, or how he could see traces of his orca muzzle in in his vision.

He shook his head and lay his hands on his slippery snout. No, that wasn't right. He loved his snout. He gave a happy click and turned his gaze back down below. His still-human penis was the problem. He shouldn't have it, not at all. It looked so ugly and out of place on his otherwise feminine form. He looked up at Rondis pleadingly.

"Do you need some help, sweetie?" she asked.

"P-please," he whimpered, his voice much like hers.

The orca fem smiled, advancing on him. He was glad as she drew close, glad to have someone like him so nearby. She looked at him and smiled as she placed her hands on his cock and balls. She cradled testicles and shaft for a moment, fondling them and eliciting a moan from the man. Then she abruptly pushed, and Istel felt them actually begin to retreat inwards.

Istel's eyes widened. He looked down at his diminishing masculinity, his mind lifted from the haze once more.

"Wait!" he shouted in a voice that was not his own.

But it was too late. Istel shuddered as his testicles shrank and pulled in tight against his crotch. While they shrank, his black nipples thickened, the flesh underneath them swelling into two small hemispheres. Rondis pressed again and Istel's balls shrank even more while his breasts burgeoned to a small, but noticeable size. It took one final push and Istel felt his testicles turned ovaries tuck up and in, traveling up into a forming inner passage while his breasts ballooned out into a generous size. He closed his eyes and took a ragged, high-pitched breath and his breasts shuddered too, the sensation of their unfamiliar weight taking his mind partially off the feeling of his ovaries' tickling travels. By the time they had reached their proper place, Rondis was already working on his shrinking shaft, giggling as it drew closer and closer inwards into the feminine cleft his testicles had retreated into. Istel could scarcely move as his shaft shrank, the sensitivity of his length seeming to increase exponentially the smaller it became until all that remained was a nubby, sensitive black pleasure button that nestled at the top of her feminine sex. Rondis game Istel's clit a small tweak and the once male mage felt on her knees, the pleasure of it all enhanced by the transformation's magic.

Istel's knees spread apart as her butt bubbled behind her, reforming so that it was firm but small and shapely. The nub of her tail pressed out from her tailbone, quickly growing a few inches and developing a fluked fin before growing out slowly, pleasurably inch by inch. Istel shuddered again, hands running across her smooth, thickening thighs as her arousal began to grow out of her control. Her breasts heaved with every indrawn breath, and it was only when she began to feel wet down there that she looked down. Instead of her meager manhood, she found a wet womanhood that was far more in keeping with her feminine form. She felt hot all over, eager and aroused, her new womb warm and her breasts begging to be touched. She had to resist though--her body may have totally changed, but her mind was still her own from now.

Abruptly Rondis sat down on her knees across from her. Istel looked pleadingly at the fellow female, not quite sure what to do. Rondis smiled at her and leaned her head down, tongue snaking out. Istel squealed and shook her head as it came dangerous closer to her puffy pussy.

"No!" Istel panted. "Please don't--!"

"It's ok, sweetie," Rondis chuckled. "I love being eaten out."

And then Rondis was in, her snout and tongue pressed against Istel's snatch. Istel clicked and whistled, her eyes coming to close as pleasure overwhelmed her. Without thinking, she placed her hands on her breasts and squeezed them. Soon it was all too much for her, because the truth was--

The truth was that the orca female loved it all. Her still growing tail slapped against the stone floor while Rondis delved deeper into her feminine passage and her breasts swelled larger, suddenly laden with milk that spilled out in fat drops as she squeezed at her nipples. She moaned, and in that moment of pleasure her mind was lost within her new form.

She thought of Rondis--Rondis, Rondis, Rondis. Of how she loved to swim in the depths of the ocean, of how she was once a simple orca, of how she had been beached and been made like this--sexy, slim, and sleek and yet she was abandoned. That made her angry, so angry, and there was power in that anger. She soon found that her anger was contagious in a way. The first human that had come across her nubile, nude form and tried to take advantage of her had quickly earned him a slap across his face. Shortly afterwards there had been two of her and had anger had dissolved away as she and herself pleasured each other all day on the beach, only stopping occasionally to fetch some fish. It had been lovely.

And now this was lovely. Her nethers pulsed, her inner walls trying in vain to clamp down on Rondis's seeking snout and tongue. She loved it all--she loved being eaten out.

As Rondis licked deeper and deeper, so did her memories delve deeper. Her initial discovery of the power of her anger and her ability to spread had been a happy one. That night just as she had been about to fall asleep curled next to herself, she thought of the mage. Her anger burned momentarily, and then died away. She had known then what was going to do now, how she was to get her revenge...but was such a gift really revenge?

She moaned, her body alight with pleasure and her mind tingling with some anger. That mage--thoughts of him still made her so angry. But now, she realized, now the mage was gone. It was just her, Rondis.

Rondis blinked her eyes, panting and moaning. She stared off into space, the feeling of Rondis's lickings below still pleasurable but distant. She was here now. She was Rondis.

At that thought she climaxed, her thick tail finishing its growth and her pleasure peaking. She fell back and caught herself on her elbows, clicking as Rondis removed herself from her snatch. Her breasts, her beautiful breasts, shook with each breath she took, dripping their few final drops of milk. She lay on her side, her pussy pulsing and pleasured.

"That was wonderful," she murmured, staring into Rondis's black eyes. "Thank you, sweetie."

"No problem," Rondis said, smiling. She stood and abruptly sat again, spreading her legs. She pointed to her slick slit and smiled, showing off her teeth. "Anytime you're ready."

Rondis nodded, already crawling over to Rondis. She shivered in anticipation as she

neared. As she knew, she did love being eaten out.