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FEMBENGALED

THE TITILLATING THIRD

By Darth Strainjyer

I stared in surprise and shock as our torrid love making was suddenly interrupted by Riley's dick shrinking, and not in the natural I-must-be-tired way. In fact, it wasn't the only thing that was changing about him. Very quickly, it was becoming clear that he was undergoing the same change that I had. Into what I wasn't sure, but since Riley was also a fan of Bengal cats, I was pretty sure that's what was about to happen. Obviously, I couldn't be totally sure, but based on the information I had, it was a pretty good guess.

I guess it kind of sick of me, but the idea of watching him transform the same way I had was turning me on. Big-time. I couldn't seem to help myself.

I noticed right away that his skin pigment was changing, the color was fading loosing it's brown hues and turning pale and gray. It was like watching someone turning down the color saturation on a TV set. All over his skin, I saw goose bumps rise as tiny patches of brown and black fur began to sprout up all over him. His body shivered and his chest rose and fell, his eyes looking down at his changing body, growing wider by the second. He scuttled backwards on his hands until his back was against one of the couches. He pressed against it so hard he actually moved it back a bit so it now sat at a bit of a diagonal angle. His body began to contract as all over him his muscles seemed to deflate, disappearing into his body like they were losing all their substance and leaving him with a smooth, soft appearance. All over him the muscles he had worked for years to develop were disappearing in a matter of seconds, leaving only a soft, skinny form.

His eyes, although filled with fear, also seemed to register an look of slight ecstasy.

"Ah! Why does this feel so good?" Riley groaned, "Why are you staring at me like that? Oh!"

"I want to see it happen." I breathed, more turned on and horny than I ever would have expected.

His transfurmation seemed to be happening faster than mine. Much faster. His bald head was sprouting hair, coming out in a dark golden brunette color that rapidly started growing down to his ears. He squirmed as his hair and fur grew like a time lapse video on the Discovery Channel of grass or moss growing. He twisted and moaned, his hands gripping the carpet as his body started to morph rapidly. His arms and legs started to retract, growing slimmer and shorter even as his hands shrunk little by little. Popping sounds could be heard as his bones reduced, shrinking his body size down little by little.

His ears twitched and then began to rise up the side of his head, the base widening and the top growing into points so that he looked like Mr. Spock at first. Although what was happening to him was definitely not logical. His head rolled as he seemed to be fighting against the intoxicating pleasure, but it was a battle I knew from experience that he was going to lose. And one he most likely was going to enjoy losing.

With cracking and squishing sounds, his chest began to narrow and his shoulders contracted and got smaller. It was like watching a trash compactor go to work (though, let's be clear: Riley is anything but trash). His whole form was shrinking down, and I could literally see his head getting a little bit lower at a time. His hair was spilling down over his lengthening ears, becoming wavy as it grew longer, looking almost like a waterfall as it lengthened.

The tip of his nose turned upward and it spread out, starting to turn pinkish in color. His face jerked and pulsed as his mouth elongated, expanding outward creating the cat face he was going to have. Creaking and cracking sounds could be heard as he skull's structure rearranged itself, heading towards it's feline goal. The fur was spreading out all over, growing over his body and connecting as each patch got bigger and bigger.

"Ohhhhh! Ohmygod!" He gasped, his voice already higher, "I can't believe it. This feels incredible."

Her penis jerked even as he was getting smaller. He gasped as his stomach flattened out and his waist narrowed, making weird gushing sounds. From under his butt, I could see his new tail growing out like a snake, already covered in thick black and brown fur. His eyes rolled in his head, even as they were changing, flecks of yellow appearing in the dark brown of his eyes, which spread out like ink in water to cover the whole thing even as his iris' expanded to fill up almost the entire visible eye. Pupils narrowed into slits and his eye sockets twisted into diagonal shapes.

Each cry and moan he made was higher than the last, he voice feminizing along with his body.

I couldn't help myself, my fingers were at my pussy, rubbing my clit. I felt a little guilty, masturbating at what I knew damn well was a frightening experience for my friend, but I was so horny I didn't fuck'n care. Goddamn it was hot watching him turn into a slutty cat girl like me.

His nipples started getting bigger and his breasts started to grow all at the same time, expanding like balloons on his chest, pushing outwards and gaining cup sizes rapidly. His hair, golden brown and wavy, was flowing past his shoulders and his body writhed with enjoyment even as his eyes looked panicked and horrified. I knew where he was, I had been there. Frightening but a sublimely sexual experience all the same.

"I . . . can't believe this." He muttered in a woman's voice, "I love changing like this. I love seeing you get off on it. I'm . . . so fucked up, I don't know what I think. I can feel it in my head."

His hips were curving and his legs lifted up a bit as his butt swelled beneath him. Pads were growing on the bottom of his palm and fingers. His ears rose above his head, forming the cat ears, which twitched as he transformed. His face slid into it's final positions, and pink cat's nose twitched as whiskers started growing out of his maw, expanding in long thick lines out of his skin.

"Uh! Ahhhh! Meooorr!" He cried, his body wriggling.

His tail was now down past his feet, which were expanding into paws like my own, his legs popping and changing shape, taking on the look of the hind legs of a cat. All over him, his body had become round and soft. He seemed like he was actually a little bit shorter than me at this point. His eyes looked at me and down at himself in confusion, closing as more moans escaped his feline lips.

His dick was still rock hard even as it shrunk. It was now barely over three inches. Honestly, it looked kinda cute all small and dainty like that.

Claws emerged from his fingers and toes, and again I wondered if we could use them against our captors. His certainly didn't have any rubber caps on them.

His tail was now moving back and forth on the floor and his legs jerked and stirred, his body rolling back and forth. His face was now a mask of ecstasy and the changes took over, pushing further and further towards his fate. His balls were shriveling and contracting into his body, erasing his manhood.

"This feels so good." He cried in his new girly voice, "Merow! Change me more. Oh! Change me more!"

His ears had finished changing and now flicked in different directions independently of each other. His body was small and petite, but well curved like mine. His chest rose and fell, causing his large breast to jiggle a bit in a sexy manner. His fur covered every bit of his body now, and his hair was growing out down his back, getting longer and wavy. His double jointed cat legs, with their unmistakable rear paws, opened up wide almost as if on their own, or by some unknown pre-programmed suggestion. He was almost completely a cat girl.

There was only one change left.

His penis was now a cute small little baby cock, and his balls were shrinking to the point of no return. His scrotum skin flattened against his pelvis, and he let out a high pitched squeak as a slit began to appear between his legs. His shrinking dick twitched back and forth as his head threw back and his body quaked in ecstasy.

"Oh! Arrrrrhhhh! Meooorrrr! Hunnnngggghhh!!! Merooooooooorrrr!" He yowled, rolling his body.

His cock jerked and he came, his recessing penis squirting the last cum it ever would in small but gushing ropes as his body undulated and squirmed in pleasure.

His skin had formed into an almost complete pussy, the lips glistening as changes went on inside of it. He lost his erection almost immediately and his cock shrunk down to a small nub and then closed up, shriveling into the folds of his newly formed vaginal tissue. His body spasmed like and eel out of water as the changes emasculated him, completing his transformation.

He was now unmistakably a she.

She fell back against the couch, breathing heavily, looking down at her transformed body. Her limbs splayed out almost like a drunk who'd just passed out in a bar.

"Oh my . . . oh shit." She mumbled.

Like I had suspected, Riley had become a Bengal cat too, but not exactly the same. While I was charcoal silver, she was now a golden furred brown Bengal. Her fur down the front was a light tan color, while the rest of her body was covered in a deeper copper brown shade. Like me, her arms and legs were covered with black tiger like stripes, but much thicker and the thickest ones were lined with a golden outline of fur. Black lines radiated out from her eyes and the distinctly Bengal style 'm' stripes decorated her forehead. Black and gold bands ringed her tail, like mine bigger and thicker than the relative size of a cat's tail. Whoever the Boss was, he or she seemed to have a thing for long bushy tails.

But it was on her back that the major difference lay. Instead of the leopard like rosettes that I had, Riley had become a marbled Bengal. The black with gold outline marbleized markings ran in splotches all over her back snaking out down her butt and over her shoulders, like the markings of a clouded leopard. They were spectacular and beautiful, but I really thought my markings were cooler.

Her eyes were a vivid bright yellow color, the narrow cat pupils staring out at me, and her nose was a deep shade of pink. Like me, her body was small and petite, but curved and voluptuous with nicely rounded hips and large breasts, which actually seemed a little bigger than mine. I wasn't sure if I should feel jealous or not, but it was a nice rack.

Her hair flowed magnificently from her head. It was wavy and a medium brown color, but streaked with blacks and golds throughout. It spilled past her shoulders and down to her ample breasts.

Looking at her, I realized how beautiful she was. Her magnificent coloring and highly alluring body was really something to behold. She lay against the couch, her face a mix of emotions as she ran a hand over her fur. Her legs remained open and her cute furry pussy stayed in full view. I licked my lips, it was a nice pretty slit and just seemed so inviting.

I had no words.

"Holy fuck'n shit." Riley exclaimed.

Well, yeah. There was always that.

Her hand ran across her crotch, her fingers running next to her pussy without touching it.

"It's gone." She mumbled.

Her breathing was still deep, and it made her tits wiggle ever so slightly in an inviting way. Her tail softly thumped on the floor as she examined herself. She looked back up at me.

"I feel so weird." She said softly, "I should be freaked out by this. I should be angry and horrified. But I just feel . . . sexy. And horny. And . . . pretty. I feel pretty. I think . . . I think I like it."

"I know the feeling." I nodded, "At first, I was scared. But once I felt the kind of pleasure my new equipment could give me, I didn't feel like I'd lost anything anymore."

Despite everything, she was right. I did like it. More to the point, I loved it. That must have been from the changes they did to our brains. In all likelihood, they didn't just feminize our minds. They didn't just slutify our minds. Maybe they completely furrified our minds as well. Just like Riley, I tried to get upset about that, but I couldn't. It really felt natural now for me to be like this.

She held her hands up, examining them, "At least I'm still brown. They didn't turn me into a snow Bengal. I can't imagine what it would have been like had they turned a black guy like me into a snow Bengal. Talk about whitewashing controversy."

We both laughed, it was good that we could still make jokes.

"You kind of remind me or M'Ress." I told her.

"Who?" Riley raised an eyebrow, which was hard to see because of all her markings.

"You know, the alien cat girl from Star Trek: The Animated Series?" I answered.

"There was an animated series?"

"Yeah, it was on in the 70s."

"Sorry, I'm more of a Next Generation guy. Well . . . girl, I guess."

My eyes trailed over her body, taking in her altered form. Her face was pretty and striking with her intense yellow eyes and cute pink nose. I looked over her soft pretty fur and her huge ample breasts, her nipples already a little hard. And there, between her legs, was her brand new vagina, glistening from arousal, looking like it was just waiting for a nice tongue bath. I could feel my own pussy moistening, and tingles of excitement ran over my skin. God, she was hot and so cute.

She looked up at me, "What do we do now?"

I crawled over her and kissed her, planting my lips deeply on her maw. Her body jerked and she mumbled a pit of protest into my mouth, but it didn't last long. Her body soon relaxed and I felt her kissing me back. Her hands reached up to my shoulders and began gently moving around as we made out. My breasts slightly rubbed against hers as our flat rough tongues intertwined. I keep hearing the low rumbling of her purring deep in her chest. Her hands ran up to my head and ran along the side of my face.

We broke the kiss, and Riley stared at me, her yellow cat eyes wide in surprise. It didn't last long as her eyes narrowed and her tongue licked her lips, her feline face taking on a naughty expression. One of my hands reached up and caressed her breasts and played with her stiff nipples. She made no move to stop me and actually shuddered a little at my touch.

"Oh my." She giggled, "Skyler what are you up to . . . oh!"

She gasped because I had dropped my hand down between her legs and run a finger along her dripping pussy up to the clit. Her hips moved and her eyes closed as she let out a small moan.

"I want to be the first person to play with you pussy." I grinned, "Just like you were the first person to play with mine."

She smiled and kissed me, her hands touching my breast gently, "Mmmm. I'm starting to like the way you think now, luv."

I wrapped my arms around her back and pulled her to me, planting my lips on hers. I felt her arms reach around my lower back and we kissed deeply, our breasts pressed against each other sandwiched between our furry bodies, our erect nipples brushing against one other. Our tails swished and jerked in the air behind us and our purring rumbled in both our bodies. Tongues explored and hands caressed as our lesbian make out session intensified. I could feel the heat of her body next to mine and it was rising steadily.

I rolled her to the side and guided her down on her back. She brushed her long hair away from her face and tits in a cute, very feminine motion. I crawled over her, planting another kiss on her lips before nuzzling and nibbling on her neck, causing her to roll her body, her eyes closing as moans and mews slipped past her lips.

I moved down to her breasts, caressing them with my hands, my thumbs tweaking her puffed out nipples. Damn, they were big. She had to be a DD. I let my rough tongue flick over her nips, and warmed at the sound of her moans of enjoyment. Slipping my hands to the sides of her breasts, I pushed them together and teased her nipples with my rough tongue. She cooed and wiggled a bit as I began to suck them, moving from one to the other, suckling playfully as squeezed her gently with my hands. Just as I suspected, she also loved to have them touched. I played around with her massive melons, enjoying the soft feeling of her silky fur beneath my hands.

Down I went, moving and kissing down her body. She recognized that I was doing the same thing she had done before, back when she was a he, and opened her legs wide with no prompting. I ran my finger along her slit, teasing her little nub as I tongued her belly button. Then, I slipped my fingers into her opening, causing her to jerk and worm her body. Her pussy was soaking with fluid.

"Ohhhhh! Mew! Oh that's nice." She cooed sexily.

Her tail reached up and wrapped around my body, daintily caressing me as I moved towards my goal. As I got down between her legs, she opened them all the way accommodatingly, explicitly displaying her brand new vagina to me again. It definitely didn't get old any time soon. I licked her pussy from the bottom to the top, drawing my flat tongue across her labia and probably tickling her a little with my whiskers in the process. She slowly undulated her hips, moving her snatch up and down against my maw as I lapped at her like a saucer of milk, running my tongue and teasing her brand new clit.

"Meow! Oh! That's good. Mmmmm, you tongue is so nice. Merow!" Riley panted.

The fingers of one hand slipped back into her vagina, moving in and out of her soaking hole, while my other one went to my own pussy. My legs were spread wide apart and my ass was up in the air, my fingers explored and teased my lips and clit as I ate Riley out. I slipped three fingers into myself and began to move them back and forth inside of my vaginal canal. My pussy was alive with stimulation and I rocked my hips, wiggling my butt in the air as I tongued Riley, her juices coating my lips and whiskers.

My pussy. It was a funny thought, but there it was. I had a pussy. It was mine, a part of me. While at first the idea of losing my cock and gaining some girly parts had terrified me. Now, to paraphrase Madonna and her overpriced sex book (Google it), I loved my pussy. In just a small amount of time, it had become the most important element of my body. There was no way to deny, those two psycho girls had been right, I did love being a slutty cat girl.

We stopped for a second and sat up and kissed each other. With a wicked wink, she took my shoulders and rolled me over onto my back. Facing the opposite direction, she raised one leg over my head and placed her knee next to my ear, putting her feline slit right above my face. I shivered with excitement knowing she wanted to sixty nine. A little mutual stimulation to cement our new found sexual relationship.

She lowered herself and lay her body on mine. I opened my legs nice and wide for her, giving her full access to my juicing pussy, and reached up with my hands, using my fingers to spread her moist pussy lips. I gave her a lick, letting her pussy juices coat my tongue, and spread her cheeks with my hand, exposing both her beautiful pussy and her cute little buttonhole. I pushed my snout against her lady parts and lapped and sucked at her clit and lips. Her body quivered instantly and my nostrils flared as I took in her aroused scent.

I felt her whiskers ticking the inside of my thighs and then her rough tongue snaked out and lapped at the folds of my pussy. I moaned against her snatch and rolled my hips as electric tingles of pleasure flowed from between my legs. Her fingers pulled my lips apart and her tongue lapped against my lips and clit, eating me with the same skill as when she'd been a human man. The toughness of her tongue was surprisingly pleasant and tickling, causing me to wiggle slightly under her.

Our muffled moans filled the room as we cunnilinged each other in our sixty nine position. Fingers entered holes and tongues danced on clits and us two cat girls ground on each other in pleasure, enjoying every contact of flesh and fur. Our sapphic love making continued and we pressed against each other, maws deep in each other's pussies. I felt incredibly horny, and the psycho girls weren't kidding about my libido being increased. They had made me a slut, and not only was there nothing I could do about, I actually didn't WANT to do anything about it.

We tried scissoring next. I'll be honest, I wasn't even sure that was going to work at all. And truth be told it took a lot of tries to get it right, since we weren't totally familiar with these new bodies and kept missing each other. But once we got it all worked out, it started to rock. Wasn't the best thing we'd tried, but it was surprisingly pleasurable. We ground our pussies against each other, laying in opposite positions, our legs wide in the scissor position. As we rocked back and forth, pressing gash to gash, our tails wrapped around each other, the furs caressing on another.

"Oh! Ah! Meow! Do it! Yeerow!" Riley panted, rolling and grinding her hips.

"Oh yeah. Mmmmm! That's good. Mew. I like that." I cried as the folds of her pussy rubbed against mine.

We ended up in a sideways sixty nine position, back to frenching the vertical smile, maws down between each other's legs. We worked each other, fingers plunging into each other's holes, tongues on each other's clit, each one of us feeling an uncontrollable lust to give the other as much pleasure as possible. My nose inhaled her scent as I fingered and tongued her, her pussy gushing its fluids all over my mouth. I could hear her moans getting louder and faster, and her body began to writhe and move like waves on the beach. I knew she was getting close and I ate her with renewed vigor. As her moans increased and her body movements quickened, I could feel her body heating up next to mine her pussy moistening even more.

She dropped her head to the floor, her eyes rolling back, and let out a loud long yowl, "Ohhhhhh! Ahhhhhhh! Skyler, I'm cumming. Just like that, I'm cumming. Meeeeeoooooooorrrrrroooooooowwwww!"

She arched her back and her whole body quivered as she came, her cries and mews filling the air with her rapturous delight. Her whole body shook and her tail thumped the ground, her ears flat against her head as she climaxed, her hands gripping my furry legs. All the while I worked to milk every last bit of response from her brand new pussy.

She fell back to the floor, her eyes wide open and dazed looking as she moved in arms and head in drunken like motions. She cooed and mewed softly in a dreamy satisfied manner.

"Did you like that?" I asked playfully.

"Mmmmm. That was . . . oh." She mumbled dreamily.

She was quiet for a second, and then turned around and pushed me onto my back with renewed vigor. She spread my legs back to my ears and dropped her head down between my open thighs, her cute pink cat nose flaring and sniffing at the scent of my snatch.

Her yellow eyes seemed to twinkle, "Now it's your turn, you lovely beast."

A thought flashed through my mind, about how quickly we had started talking like girls, like we had never been men before. And then it evaporated as Riley's tongue made contact with my clit and her fingers found their way back into my opening.

With my legs spread and my body moving back and forth, I ran my hands over my soft, silky fur as Riley went to work cunniling me. Her tongue lashed all over my lips and slipped into my opening, drawing patterns over the folds and causing me to move my body, my eyes closed. My finger traced my lips and I nibbled on the end as my chest heaved. She skillfully brought me along, teasing my pussy and sucking on my clit until I was in a tingly, dreamy drug like haze. I could feel the pleasure building in my slit, energizing me as pin prick tingles ran all over my body.

"Mmmmm. Meow. Oh, Riley." I groaned.

I caressed myself, my hands squeezing my tits and running over my stomach before I reached down and ran my fingers through Riley's hair as she lapped at me. I could feel it building, my body moved faster, undulating, my hips pressing up into Riley's maw as I hurtled unfailingly towards the plateau. More and more she worked, thrusting her fingers in and out of my cooze, her lips sucking on my swollen clit and sending fiery waves of pleasure throughout my wiggling form. My hips moved up and down, rising off the ground, pressing against her fingers as my tail wrapped around her body.

"Oh my god! Oh my god! Hooooolllllyyyyy shit!" I cried, "Meeeeooooowwwwww!!!!"

The pleasure built and built and then it was like a damn broke. Incredible waves of pleasure washed over me in surges, causing my back to arch and my eyes to roll back in my head and my hands grab Riley's hair as I bucked my hips at her. The massive orgasm blurred all my senses as my body wriggled in delight, delicious floods of pleasure exploding from that wonderful new orifice between my legs. Riley worked my honey pot, prolonging my cum and sending me into spasms of pleasure and bliss as I writhed on the carpet.

"Hurrrghh! Mew! Dragons can't eat lollipops!" I screamed nonsensically.

Yeah. I don't know where the fuck that came from either.

I fell back to the floor, my chest heaving up and down and making my breasts rise and fall rather spectacularly. My hands ran all over my fur as I basked in the afterglow of my climax, my eyes closed and my tail lazily moving around on the floor. The release left me feeling wonderfully high, like after some really good weed. My head fell to the side and I lay there, spent and very satisfied.

I sat up and pulled Riley to me. We giggled and kissed, enjoying each other's closeness. Our arms wrapped around each other and we hugged, happy in the slightly delirious feelings our respective orgasms had created in us.

"Oh . . . my . . . god!" Riley laughed, "That was incredible. I've never cum like that in my life. Lesbian cat girl sex is off the hook."

I grinned, "Wait till you've have a cock inside you. That's a lotta fun too."

"You know, before I would have freaked out if someone suggested that." Riley laughed, "Now I kind of want to try it. That was intense. Do you think all girls experience it like that?"

I shrugged, "I don't know. Maybe. Or maybe we're different somehow. They said they turbo charged our libidos. Maybe they designed us to be more orgasmic, who knows? Most of that mantra they rattled off at me seemed to be about restoring humanity's sexual nature."

Riley nodded, "Yeah, you know, they weren't wrong about that. Think about it: We have become a rather sexually muted species. People are afraid to be sexual. Hell, just looking at a good looking woman is pretty much considered a crime."

"You're right." I agreed, "We bog down sex with guilt and politics until just having a sex drive at all is considered something filthy and vile. We're a sexually damaged species, afraid of our own bodies."

"Yeah, but turning people into real live furries doesn't seem like the first solution that would pop into someone's mind. More like an out of control fetish."

"You saw them. It's like some kind of cult. Hell, it basically IS a cult of some kind, whatever that P.R.I.M.A.L. group is. You're right, for all their talk, it's probably just some kind of wish fulfillment on the part of whoever this Boss is."

"Well, I'm glad we didn't get taken by any My Little Pony fans. Then we'd have to fend off the advances of bronys everywhere."

Despite the situation, I had to laugh at that.

Riley looked down at her body, "Hey, why do you suppose I changed. I was never in a machine like you were."

"I don't know." I told her, "Maybe they did it to you when you were unconscious. They mentioned device that could delay the change as long as they wanted. 'Zap a guy in Dallas and a few months later in New York he starts to change' remember? Hell, they were talking about Nano machines that could spread the change like a virus. Maybe I . . . infected you, or whatever you call it, when we had sex?"

"Wait, are you saying that anyone we have sex with could turn into a slutty Bengal cat girl?" Riley's eyes widened.

"Maybe." I replied, "I don't know. Anything's possible at this point."

I glanced around, "Huh. I was hoping once they got what they wanted from us they might open one of these doors."

"Yeah." Riley replied, "But to where. Where are we? Do you have any idea, luv, because I have no idea other than some run down hospital that hasn't seen a real patient since Reagan was in office."

"For that matter when are we?" I said.

Riley raised a quizzical eyebrow and I continued, "We have no idea how long we were out. We were knocked out twice: Once in the parking lot near the girl's van. And again after my transformation. Both times, we have no idea how long we were out, and there's no working clocks or anything around here to tell us what time it is, or even what day or week it is."

Riley's yellow eyes bulged, "Jesus. We could have been out for months and not know it. Damn, we could have missed finals."

"You had a lot of stubble on your face when I found you. It could have been a while. But I'm a little more concerned with what's next. What else do they have planned . . .?"

I stopped. We both did as we noticed it at the same time. Both our ears perked up strait in the air and our tails rose up and twitched behind us. We both stared in the direction of the mirror wall door. Although it was muffled, we could clearly hear a voice on the other side.

"Hello? Hello? Is anyone here?"