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The Curse of Captain Lilly

By Danath

Commissioned by and characters © Lifeforce

* * *

"I'm only looking for the best," the feline snapped.

Captain Lilly stalked up and down the row of silent, rigid sailors. The wooden planks of the dock creaked while the waves crashed against the rocks below, punctuating the pirate captain's words. Each of the sailors wore a unique assortment of clothing - some colorful, some drab, some well-worn and others not much more than scraps and rags. Bandanas, dyed fur, and hats of various shapes accompanied an impressive assortment of jewelry and other valuables that could be worn and used as currency. She stared, inspecting them with fierce brown eyes until each withered in turn under her glare.

"If you aren't the best, you won't cut it in my crew. And believe me, you want to be in my crew."

Behind the captain, a rowdy assortment of seasoned veterans lounged on a pile of timber slated for repair work on Captain Lilly's ship, the Brineflower. It rested in the port some distance off from the dock on which they rested, waiting for their captain to choose their new crewmates.

"We earn more gold than any other crew working the seas," she said, her voice dropping to a throat-cutting purr. "We take more ships, get more ransom, and plunder more booty than any other yellow-bellied sea dogs anywhere!"

The veterans behind the feline roared their approval. Captain Lilly grinned and drew her sword, hoisting it over her shoulder so that the tip gleamed and glinted in the bright sunlight. A large red bicorne hat rested on top of her head, completely covering her ears. A rim of gold ribbon ran around the upper edges, along with a stitched in fish-bone decoration in the center. Long brown hair drifted down from under the hat, spreading out across the feline's backside and framing her cute muzzle and slender neck. A tan pelt surrounded the feline, making her bright blue eyes appear all the lighter. Her fur shone in the sunlight, almost golden, especially the lighter tufts and ruffs around her prodigious chest.

Captain Lilly's taste in clothes was nearly as legendary as her ship. A broad leather belt wrapped around her enormous chest, strapping in and hoisting up her large bosoms. The belt ran through the loops of what appeared to be a modified pair of wide red pantaloons turned upside down and expertly hemmed to fit the feline's proportions. The legs were undone and stretched around her sides, while the hemline in the middle split part way up her cleavage, so that on the top side of the belt, the red fabric splayed to either side, showing off more of her perfectly firm cleavage.

A leather collar with a muted golden bell hung from the cat's neck, while matching leather gloves with the fingers cut off to allow her claws free movement wrapped around her wrists, though they opened up as they traveled up her arms. A pair of simple blue shorts, expertly hemmed and sewn like her top, squeezed around her backside and clung to her thick thighs, showing off her figure. Her long tail flicked side to side behind her, tipped in the same creamy white as on her neck, chest, muzzle, and belly. Her crew followed their captain's taste in clothes, choosing simple and sturdy constructions, though none as flamboyantly revealing as Captain Lilly's choices.

"Now listen up, mongrels," the feline said. "I've got room for five new recruits for this trip. You do a good job, we'll hire you on permanent-like. You loaf, laze, or bring ill tidings on our ship, and you'll be lucky to make it back to shore, if you catch my drift."

Already a few of the potential recruits shuffled their feet nervously. One or two looked ready to bolt, overwhelmed by the captain's appearance and her claims, which every sailor plying the ocean knew to be true. The Brineflower earned its reputation the hard way.

"You may have heard stories," Captain Lilly said, smiling as she leaned forward, almost nose to nose with a seemingly stoic panda. Even the captain was impressed that his eyes didn't drop once as she bared her chest to him, along with her sharp teeth. "They're all true."

The captain's paw swept upwards, suddenly going between the panda's legs. Though his ears tilted backwards and his lips clamped together, he didn't make a noise. Her fingers relaxed halfway into the moment, turning the reckless squeeze into an appreciative grope as she felt the panda's size inside his dark blue canvas pants. The captain let go and turned to her crew, a lopsided grin stretching across her tan muzzle.

"Hey, boys, does size matter? If so, we just found our first recruit!"

Another gale of laughter echoed around the docks as the panda's expression relaxed just a bit. He'd be wincing about that grip later on, he thought. The captain went up and down the line, testing the potential new hires. Several walked or, if the captain was particularly unhappy with their hygiene, swam back to shore with a sore rump from being literally kicked off the dock. Eventually, through a combination of fear, mind games, and verbal abuse, she'd culled the group down to half a dozen able-bodied sailors, including the panda she'd grabbed by the jewels earlier.

"I'd hire you all on, but unfortunately we've only got room for five, 'less one of ya wants to sleep on the deck. So now it's my turn to apologize, lads, as you're all fine seaworthy gentleman capable, I'm sure, of all sorts of enjoyable mayhem. So I'll ask nice, no tricks, no rude walks off the dock. Anyone want to volunteer to go home to yer bottles and babies? No shame in it now."

There was no movement in the line of six for a long moment, least of all from the panda, whose stoic expression didn't change, though on the inside he was still smarting from that grasp earlier - and hoping he wasn't going to show unnecessary arousal beneath his crisp canvas pants because of the aftereffects.

His eyes darted to the right as someone stepped forward, an older lion with a shaggy and crinkly mane wrinkled and gray at the edges.

"May as well be me, marm," he slurred through half a dozen missing teeth. "Much as I'd enjoy meself, there's a good chance me next sail out is me last. Don't want to be a burden to a fine cap'n like yerself."

He swept a paw up and doffed his tattered black tricorn, bowing low before standing up and striding off without a glance backwards.

"Good on 'im," one of the pirates lounging on the dock said, as the others nodded. Captain Lilly smirked and returned her sharp gaze to the line of new recruits.

"Well, what a gent," she said, her voice a throaty purr. "Get yourselves on board, boys. Matey will show you to yer bunks. We set sail immediately!"

A jingle of jewelry accompanied the sudden rush of activity as the fully laden rowboats swept across the bay towards the Brineflower. Lifeforce stood amongst the crew, packed in tight as he hauled on one of the oars as best he could, while the veterans burst into a throaty and ribald sailing song, echoed in the distance by the few crewmembers awaiting their arrival on the ship itself.

The sun dipped just below the horizon, leaving Lifeforce and the crew in the dark as they offloaded the last of their cargo before clambering aboard themselves.

* * *

The voyage was mostly uneventful. Lifeforce found himself passing most days by himself, avoiding the rowdy and often drunken revelries the other pirates indulged in courtesy a bottomless supply of rum. The only person Lifeforce spoke with regularly was Matey, the second mate, a handsome and graying, but still muscular, polecat. It was Matey that Lifeforce asked about the curse.

"Curse? What curse?"

Lifeforce shrugged. "Just something I heard."

The polecat's eyebrow lifted.

"Ain't many who'd seek out a cursed ship."

"I'm curious."

"Curious or cursed yerself?" the polecat asked, grinning as he flexed his limited definition of wordplay. "Anyways, ain't no curse on the Brineflower for good 'n' honest pirates. Fight for your shipmates, have as much fun as you can, and don't get sick in the hammock. Do all that and you'll be fine."

Lifeforce nodded, only somewhat satisfied. Matey cast a long glance at the panda's shoulders as the new recruit headed belowdecks, then stroked his chin thoughtfully.

* * *

"I said fire, you flea-bitten sacks of spoiled carrion!"

Lifeforce's flint refused to strike as he heard the whistle of a cannonball fly past the outside of the rocking hull. He tried again, then again, but the stubborn wheel refused to spin, jammed with splinters from the wall against which he'd been flung by the sudden movement of the rudder. The Brineflower listed and lurched on heavy waves that made firing a straight shot difficult, only occasionally offering a view of the pirate-hunting ship of the line off the port bow.

A pair of paws grabbed the panda's shoulders and threw him aside. Matey flicked his wrist, producing an instant and steady flame from his own flint and wick, which caused the cannon to blast backwards moments later, rolling until it hit the ropes securing it in place. Lifeforce scrambled to his feet, getting behind the cannon to push it back into position as the polecat took the other side.

"Get a better flint, boy."

* * *

The panda squared his stance, sighted down the barrel of his pistol, and squeezed the trigger of his flintlock. A blast of powder caused a haze of smoke, but the bullet missed, sailing off to land in the ocean somewhere past the stately and elegant transport cruiser. Its top decks teemed with hired guards, many trying to cross the very lines the Brineflower's crew threw across to tether the victim's ship.

Lifeforce grunted as something hit him from the side, knocking him out of the way of the lunging polar bear, narrowly avoiding a swipe of the glinting, curved sword the huge bear swung at the panda's head. Matey's arm lifted, shoving the barrel of his own pistol under the large bear's chin. The polecat turned and sidestepped a massive set of claws before the pistol fired, sending the bear plummeting to the ocean below.

"Get better aim, boy."

* * *

Lifeforce wasn't sure what had been in the rum, but it wasn't rum alone, and while the other pirates in the crew enjoyed the extra-intoxicating effects, the panda found himself heaving over the edge, unable to participate in the revelry after a particularly good haul.

As the panda's guts dry-heaved into the salty brine, he heard the familiar voice of Matey as the polecat passed him by on the way to the captain's quarter.

"Learn to have fun the right way, boy."

* * *

The panda hung over the edge of the railing, exhausted, panting, tongue hanging out over his jaw. Rain pelted his backside, soaking his canvas clothes through as the occasional wave of salty water smashed across him. The only benefit of the occasional drenching was that it washed away the sick the ashen-faced male left on the railing and deck.

The storm continued to rage when Lifeforce's belly finally emptied. He staggered to his bunk, nearly falling down the stairs before a strong paw snatch the back of his shirt and kept him from cracking his skull across the wooden steps. Matey's familiar voice cracked through the thunder around them as dozens of other sailors rushed around the ship ensuring they'd all make it out alive.

"Get a stronger set of sea legs, boy."

* * *

"Congratulations, you vitriolic and violent band of inveterate veterans!"

A raucous cheer rang out from the deck of the ship as the Brineflower sailed through the calm waters of its home port, a cozy and well-traveled pirate's haven unknown to the law. The ship approached the docks, steered by the iron hand of Matey, as Captain Lilly stood in front of the navigator's wheel and grinned down at her crew on the lower deck.

"That's right, you loathsome bunch of murderous villains! Another cruise, another hold full of plunder!"

Even more cheers as the captain's chest wobbled side to side with each step. Lifeforce had rarely seen the feline through the voyage, having been sidelined, sick, or unsettled throughout the voyage due to a radical series of unfortunate accidents and plain old bad luck. He stared at the feline and couldn't help but wonder: had her chest always stretched the belt of her pantaloon-styled top so far?

"I'll spread the word when we set sail again, lads, so don't get too comfortable with the fine ladies occupying these parts. Now go have yer fun and don't spend it all before we sail again!" Captain Lilly continued, eyes flashing in the sunlight. Her teeth glinted, fangs bared in a devious smile, as she leaned forward, conspicuously increasing the size and amount of cleavage on display. Leaning over the railing, her voice dropped to a rumbling purr of devilish pleasure. "Though there's someone I'd like to see before he leaves the ship..."

The panda's hackles rose as the green eyes pierced his gaze. The feline's red tongue slipped out, bathing her lips as the crew headed for the gangplank. Several of the veteran pirates who'd sailed with the captain before grinned knowingly at each other, savoring the heft of the gold in their pockets all the more for the inherent danger the tabby presented. Of course, they weren't quite sure what went on in the captain's quarters, but whatever unlucky seadog entered was never seen again - and the future voyages proved all the richer for it, so nobody dared complain or question the captain's tactics.

Either way, there was little love lost for Lifeforce, who was viewed by most of the crew as unlucky at best, dismally untalented at worst. Even the most sympathetic crew who had the vaguest inkling of the captain's wrath figured, one pirate to another, that he had it coming, and that were it not for Matey, he'd have been a goner long ago.

Matey, surrounded by other veterans in his favorite drinking spot high up on a bluff above the main fishing village and pirate hideaway, puffed on a pipe as he listened to the gossip, betraying nothing in his expression.

"So how about it, Matey? What really happens?"

The polecat shrugged, allowing only the barest twitch in the corner of his muzzle as he leaned back and stretched out his legs, then sighed and relaxed into the woven wicker chair.

"I know 'bout as much as you," he said, smirking as he gazed off into the fire. He took a long drink from his mug, finishing off the powerful ale inside before holding his arm out to signal the barmaid for a refill. "But one thing I do know that you may not," he said, as his fellow pirates leaned in closer to hear whatever it was the first mate could offer.

"Don't go askin' questions or you're likely to find out."

* * *

Though the captain's cabin offered a nearly 180-degree view of the ocean and the rocky outcropping of the island cove through a series of portholes cunningly built into the side of the ship, all but one of the heavy red curtains covering them were buttoned into place, leaving a blinding shaft of late evening sunlight to stream through. It beamed down the center of the room and around the backside of Captain Lilly, casting her long shadow straight forward towards the large wooden door. Lifeforce squinted his eyes as he stood in front of the door, unable to make out anything of the captain other than her glinting eyes set into a deep shadow caused by the beam of light.

"Well, Lifeforce," the feline said, lifting her paws to her shoulders. "The others will say you were unlucky this trip and wonder just what exactly I did with you."

The pirate captain's fingers slid across the leather belt squeezing in around her top, tracing her claws across the wear marks created as the belt was fastened and refastened through a variety of the holes punched into the material. Currently, it was at the outer limits, stretching from the last custom-made punch at the end of the strap. Her claws flicked and the stress caused the gold belt to flex off, sent flying around the feline's sides as her heavy chest surged outwards, causing the shadow cast by her figure to grow steadily more curvaceous.

Lifeforce's muzzle dropped as sunlight glinted through the smooth and soft orange-tan fur coating the sides of each enormous bosom, wide enough to reach past the captain's sides and catch the beam of light pouring in through the porthole. Her fur glinted with gold, bright and shiny, irresistible to a pirate like Lifeforce. Her eyes blazed green as she purred even louder.

"The last few voyages have been unfortunately absent of any unlucky crew," she growled. "But you... you were very, very unlucky. Almost caused my belt to break."

Lifeforce leaned back against the closed door behind him, a deep and instinctual need rising in his loins as her chest swayed side to side. Her wrists peeled back the rest of the pants, dropping them to the floor with a "clunk" as the gold buckle bounced off the wood.

"I'm... unlucky?"

Captain Lilly's tongue spread across her lips again as she slid her palms over the swells of her glowing chest, approaching closer with each step until Lifeforce could see - and fear - the hungry expression on her normally stoic and fierce muzzle.

"Desperately so," she said, her voice low and eager, as though she were struggling to even have a conversation. "But that's my curse, after all..."

"The Brineflower has a curse? But Matey said..."

"Matey was right," Captain Lilly purred. The panda shrank beneath her gaze, muzzle dropping open as her body pressed forward, casting her long shadow across him. Her paws reached out, stretching forward, claws glinting as the sun dipped lower. "There's no curse on the Brineflower, and she's a good ship."

Lifeforce moaned as the captain's claws snagged at his clothing, tugging him forward until his face sunk between her breasts. His palms opened, grasping at the large nubs capping her heavy chest as her groan of need turned into a growl of lust.

"The curse," she said, barely able to form the words between eager, bestial noises, "is on me, and any unlucky sailor who crosses my path... I'm forced to grow with every misfortune, unable to sate myself or relieve these desires until the end of the voyage."

The panda gasped as something warm and heavy shoved into his belly, pushing him back roughly into the door. Captain Lilly's breath washed over the top of his round black ears as her breasts flattened into his palms, arms up to either side of his head, completely pinned into the wooden beams by her enormous chest and... and...

The true breadth and scope of the curse of Captain Lilly presented itself, rising upwards like rigger up the mainsail. The panda shuddered, unable to even moan as the sight of the titanic stalk finally broke his gaze from Lilly's glowing green eyes. The long, light pink shaft looked normal in every way but proportions. It was fantastically large and could only be the result of some sort of magic.

The feline's hips pumped, sliding the fat and throbbing shaft higher until it bumped up under Lifeforce's chin, leaving a warm and damp splotch across his black and white pattern. Captain Lilly moaned as she leaned forward, claws stretching and tearing through Lifeforce's clothes, ripping them off without moving him from beneath her heavy orbs. The panda cried out but was muffled as the fat stalk lurched against his muzzle, splattering his tongue with a dollop of musky pre. Captain Lilly's humping continued, grinding lewdly against the panda until the friction hardened Lilly's shaft completely. The veiny and powerful length was as thick as Lifeforce's bicep and stretched from her hips to her plump teats. It squeezed in against the panda's belly and chest, pulsing and massive, producing enough musk to obliterate whatever rational thoughts the panda would have otherwise had in the situation.

A sudden movement almost brought Lifeforce to his senses. The feline's amber paws pulled him forward and around, so that he was standing in front of her, able to see her full glory in the final golden moments of the fading sunset through the porthole. Her massive phallus, pink and twitching, dripped cups of thick and clear pre onto the planks beneath her bare feet. A pair of swollen nuts draped over her shapely, thick thighs, reaching nearly to her knees. The captain's tail lashed in the air behind her as her claws reached out once more, latching onto the back of Lifeforce's head as his eyes widened, staring in awe at the glowing golden pirate captain before him, her fur sparkling with the final rays before her devilish grin widened, eyes narrowing as her claws sunk in.

"It's going to be a long night," she purred, emerald eyes glinting in the amber glow. "Maybe you're not so unlucky after all..."

Lifeforce wanted to ask her questions, to tell her to stop, he'd leave and never pirate again if he was so unlucky, to not do whatever it was she was about to do... but then another rope of uniquely-scented musk splattered across the brow of his muzzle, filling his nostrils and causing a paroxysm to run down his spine. Captain Lilly didn't seem to notice or care about the panda's internal struggle as she dragged him forward, until the wide tip of her massive arousal bumped up against his nostrils, smearing more of her seed along his face. His eyes rolled up his head and his jaw dropped open as he sagged forward, right over the trembling and throbbing tip of the oversized maleness presented in front of him. Waves of musk seared his nostrils and eyes as the feline's claws guided his muzzle.

The panda's eyes snapped back to focus a moment later when he felt the huge pink length stab deep into the back of his throat. Rough and hard, Captain Lilly's pulsing and monstrously large arousal pushed deep into his throat, stretching his neck past its limits, thrusting deeper than he thought possible. The huge tube of male arousal visible stretched the panda's neck and chest, showing every time the plump head rudely thrust into his pliable figure. He reached out, grabbing at her thighs, but instead landing on her oversized sac. The sudden grab startled the feline, who shoved forward even harder, letting out a plaintive growl of need as her thickness forward Lifeforce to stretch out, neck straightening down to his belly as her powerful shaft lurched upwards, flexing him right off his feet.

He fell back to the floor a moment later as the feline's hips pounded forward, roughly dragging back before forcing back in to the hilt, smearing her crotch fur into his face each time. She was rough and insatiable, eagerly facefucking the panda until he was snorting and gagging on her thick pre-cum, but her pace didn't stop - only change. After an eternity of feeling her claws dragging his ears forward, holding him squirming around the base of her oversized arousal, she drew back slower, then fed her hips in, wiggling her heavy rump side to side as she did, working her tool in with surprising grace. She pulled out slow again, repeating the maneuver, sighing and moaning as she teased herself with the panda's throat, not wanting to finish too soon. After all, she'd been aching for this very thing since almost the start of the voyage, when her tits swelled just from touching the unlucky panda during crew selection.

Now she had him where she wanted - no, where she needed him. Her pained expression of open-muzzle lust turned into a throaty purr as she leisurely humped the squirming, gagging, gasping panda, now naked and stretched out in front of her. The underswells of her enormous chest swayed, rubbing along the panda's backside and rump, tickled by his wiggling stub of a tail.

The fully aroused feline's enormous sac swung forward, bouncing off the panda's flat white-furred chest, slamming upwards with a hefty thwump each time. Lifeforce's bulging throat swallowed rapidly, fluttering around the invading maleness as his belly rounded out. Despite the vast quantities of pre-cum drooling down the panda's sodden black-furred chin, even more pumped directly into his belly.

Thwump - thwump - thwump - again and again and again, Captain Lilly leaned forward, calves straining beneath her amber fur, rump clenching as she drove her aching member to the hilt, flexing and shoving and squirming until she could feel the panda's greedy body shoving back against her.

Gradually, as the lewd and crude throatfucking intensified once more, the steady "thwump" of her overproductive sac smacking across and flattening against Lifeforce's chest grew muted. Instead of spreading across the panda's smooth pecs, they curled around growing breasts. Familiar with the process enough to recognize the signs, the pirate captain's eager, sloppy oral session continued, until she was pushing down on the back of Lifeforce's skull and jamming his lips into the root of her sheath.

A low rumble preceded the bloat. Lifeforce's white-furred belly spread outwards, but only for a moment. Lilly's eyes flamed brighter and more intense than ever as she froze, fingers splayed through the back of the panda's head, pupils dilated to pinpricks amongst a sea of glowing green... she stared forward, unblinking, lips twisted and curled into an agonized mask of pleasure.

Lifeforce's mind blanked as the true power of the curse took hold, infecting every part of his body as his swollen belly expanded a few inches further before rapidly contracting. Gobs of white sprayed from his throat and nostrils, fountaining outwards and splattering back across the feline's quivering thighs and tense balls.

The formerly male panda's chest spread outwards like the pristine white sails of a ship in a good wind, stretching towards the ground until the fat black nubs capping each orb squeezed into the wet wooden flooring. Her hips quivers as a new source of feminine pleasure erupted with need between her legs, while the panda's good-sized maleness lurched up and down, splattering the undersides of the panda's new chest with one eruptive orgasm after another. Lifeforce's thighs quivered at the sudden and intense pleasure, unable to think or even breathe as the huge staff throbbed deep within her tight and flexing throat.

Captain Lilly groaned, the emerald blaze in her eyes dimming somewhat. She glanced down, half surprised as the gagging, squirming panda pressed forward, eager for more.

"Haven't had to go two rounds in a while," she growled, dragging her claws through Lifeforce's silky head fur before gradually dragging the newly changed panda off her twitching and fully aroused shaft. Ropes of seed splashed across the panda's face, adding an extra coat of paint as Lifeforce hung her head and moaned, leaning down into her new, plush bosoms. "You must be extra unlucky."

The steady drizzle of thick white seed falling between Lifeforce's shoulder blades traveled down her spine as the overhung feline stalked around to her backside. The panda's muzzle opened wide, tongue curling out and eyes bulging as the super thick tip split apart her wide rump cheeks. Thick white seed continued to pulse from Lilly's cock as she guided herself in, sighing with satisfaction as she quickly erased her former pirate crew member's new virginity - and then some.

The panda's belly bulged outwards, stretching around the impossibly thick and long arousal grinding deeper and deeper. Lifeforce felt her throat open as the huge shaft filled her with an eager, uncontrollable new desire.

"Captain... oh, Captain, yes!" she gasped. Lifeforce's voice sounded higher, more feminine, and came in staccato bursts as the pirate captain's claws roughly grasped at her hips, bouncing her backwards into each thrust and causing her massive tits to drag across the planks, which were worn smooth with age.

Captain Lilly's thrusts sped up as she bottomed out. Her paws stretched forward, around and slightly beneath her chest, hefting up her massive tits as she grabbed Lifeforce by the shoulders and dragged the panda upright. The transforming bear's voice, muffled by the enormous bosoms squeezing around her ears and muzzle, grew more and more desperate as the feline's thickness stretched her belly outwards, until the tip poked up against the undersides of her white-furred chest.

The amber-furred feline's lust intensified. Her huge sac drew up as she threw her full weight into each pumping motion, driving her fat length to the base each time without mercy. She barely drew her weapon halfway from its new sheath before plunging back in, driving herself into her new toy. The panda's slim belly and white hips quivered around her, squeezing nice and tight with each deep and powerful grind.

Lifeforce's lips plumped up as she felt her fat nipples swinging in the air, jiggling and bouncing madly, both nubs fully hard and aroused as her aching pussy twitched, a constant, searing stream of orgasmic bliss erasing whatever scraps of her former identity remained. In their place, the overwhelming desire to serve the pirate captain grew, blossoming into a high-pitched squeal as she peaked - and kept peaking, her pleasure and lust amplified by the curse until there was nothing in her world but the captain, the captain, the captain...

Lilly's eyes glowed in the dark as though lit up by lanterns. The emerald gaze cast a shadow in the dark room as the panda's tinted fur stretched and swelled. Her hips, already plump and wide, fattened up further, though remained tight and clenching. Her hourglass figure amplified the size of her chest, which rivaled the pirate captain's own. Normally, her belly would be smooth and flat, covered in a lush and thick layer of fuzzy white fur, but was now lewdly stretching and outlining every inch of Captain Lilly's curse.

The panda's thick lips parted as she squirmed and writhed, desperately wriggling and clenching and squeezing as the pirate captain's hard thrusting knocked the wind out of her. The sloshing of Lilly's balls echoed through the room, louder than the noises of the ship creaking in the waves around them, until the feline's claws sunk into the panda and pulled her back tight.

Again the panda's stomach swelled, her new feminine attributes overloaded and flooded with rich spunk, enough to push up her throat and flow for at least a few moments from her nostrils. The taste ran back down her tongue as she twitched, spasm after spasm wracking her body.

Between the panda's legs, her thick pink shaft flexed across her distended belly. As the outline of Lilly's shaft returned, Lifeforce's own member grew. First an inch, then two, then four, with even more growth in girth. Her sac dropped lower, filling out, matching and then some the curviness of her ample backside and full breasts. The fully feminized panda found her voice as her newly enlarged thickness shot ropes of cum across the captain's cabin, painting the porthole in criss-crossing streaks of white.

The feline leaned forward, hips slowing as the most urgent of her needs was satisfied, though a curious look crossed her face as she wiggled her shaft side to side, flexing it inside the panda. After a moment, her expression changed to one of greedy devilry, and she began the long process of dragging her thick, hard maleness free of the moaning panda's tight pussy.

"You... are... the unluckiest... sailor... I've ever met!" she gasped, her stalk flexing and shooting additional loads every few inches, causing no end of pleasure for the two of them. "Third time's... the charm!"

Lifeforce's beaming eyes lit up as she felt her captain's arousal pop free, only to plunge back in and spear open her tight and need tail hole. A blissful howl erupted from her newly transformed body as she felt the full weight of the pirate queen's arousal surge inside her once again, stretching and testing her in ways nothing else could. She felt the pirate twist her around, onto her back, still wrapped around the huge maleness, causing no end of spurting from her aching and fully hard cock. Her fat nipples ground upwards, teasing and rubbing across Captain Lilly's enormous pair, as they squeezed close together, front to front.

Lilly's eyes blazed as she pounded forward, the curse prompting her to go further, harder, deeper, to show this pirate the full extent of her incredible power. He'd never sail again - at least, not as a pirate - but the feline's grin widened as she watched her new barmaid squirm and grunt and squeal beneath her, each pleading moan music to the feline's twitching ears.

"Caaaaaptaiiiiiiin!"

* * *

Epilogue

"Well now, girls, time for me to be off. We set sail - hic! - this afternoon!"

Lifeforce giggled as she straightened out her top, a gaudy lace-covered pink number with plenty of frills and only the occasional stain. Her long black hair swung around her shoulders as she framed up her heavy chest, currently pushed upwards to accentuate the sheer size of the white-furred orbs. A whalebone corset squeezed in around her belly, further enhancing the curviness of her slender belly and wide hips. Her radically grown and feminized body was cartoonishly curvy, the sort of thing a sailor would fantasize about in their bunks. Each massive tit was easily three times the size of the panda's own head, and the lacy frill of the corset barely reached past midway of the fat black nipples standing out in a sea of white chest fur.

Her hips were just as accentuated, thick and full in the lacy bottoms and garter belts holding up her stockings. In the front, beneath her smooth and lithe little belly, Lifeforce's maleness curled over her heavy balls, a set any male would be proud of, but which looked enormous and out of place on the full-figured panda. The panda's oversexed body, combined with the gaudy and revealing corset outfit, made her one of the more popular servers at the Hook & Cannon over the past few weeks, especially with Captain Lilly, who delayed her next voyage twice to bed the panda a few extra times.

The panda's stub tail poked through the inseam of her pink panty bottoms in the back, waggling side to side as she gazed longingly at the captain - and the fat bulge running down the right leg of her wide pantaloons.

"Now I'm gonna be gone... hic... God, this hangover... I'm going to be gone for a few weeks, lasses," the feline purred, one paw sliding suggestively lower towards the thickness between her thighs. "You be good for Madame Clovary, because I'm going to work up a mighty thirst!"

"Goodbye, Cap'n!"

"Think of me, Captain Lilly!"

"Take my hankie!"

Shrill voices echoed through the bar as Captain Lilly laughed uproariously, accompanied by the remaining members of her crew, several of whom had their hands deep under the wenches' dresses as they sauntered towards the exit. She nodded at Madame Clovary, who waited at the door to restrain the lustful and eager new members of the Hook & Cannon's brothel. The gray-haired bovine's lips pressed into a tight, serious-looking smile as she swung her ample backside around, knocking her incredulously large chest into Lifeforce and a few of the other girls. The cow's severe, form-fitting black dress clung to her impressively wide curves and outlined a meaty bulge between her thighs, beneath a slightly round belly. Higher up, the dress cupped her enormous milkers, leaving the upper halves bared to the world, only just covering up the enormously thick black nipples protruding outwards against the fabric.

"Alright, you rudderless sluts," she snapped, clapping her palms together with a loud retort. The motion of her arms sent waves of flesh rippling in and out of her tight dress. "Time to earn your beds, or you'll be sent off on the next ship through! You, scrub down the tables. You, there, clean the bar! And you!"

Lifeforce's ditsy smile didn't budge as she beamed up at the temperamental taskmaster.

"Yes, Madame Clovary?"

The large black and white cow's thin smile widened by a fraction as she leaned over. Lifeforce's eyes glazed as she stared into the milky white depths of the cow's wholly revealed cleavage.

"It's about time I taught you wenches some manners, so as we don't embarrass the poor cap'n next time she checks in on us," the bovine said, eyes narrowing. "Starting with you, Ms. Lifeforce, and that rude little gag reflex of yours. Some rigorous training will clear that right up!"

The bovine strutted towards the stairs leading to the upstairs bedrooms. Lifeforce followed behind, paws clasped in front of her bright pink dress as a thrill of excitement rushed through her. Madame Bovary was right, after all. She did need to be better for the captain. Captain Lilly deserved the best... nothing but the best for the captain...