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Pandora's Box: Part 2

By Misstresschange

Mark stood in front of the now-closed door, stunned, mouth agape as his eyes took in the unbelievable sight before him. His mind tried to comprehend the two, winged, lion-like, bipedal creatures, covered in tawny fur. He questioned whether they were really there at all or if he was hallucinating. Had something been slipped into the coffee he bought on the way home? Was he still at work and had fallen asleep at his desk? Was he dreaming?

His eyes locked in on the kneeling feline. She was 'servicing' the other with her mouth, working her flat tongue up and down. The other creature had her hand, or paw...hand-paw? on the other's head, massaging her scalp and two sets of leonine ears. She was looking down at the other with a loving smile on her face, or...muzzle? Her eyes were glowing too, bright blue irises observing her pet as she pleasured her. Those piercing blue eyes moved upward to meet his.

"Oh, hi Mark." She spoke to him, her voice dripping with ethereal sensuality. Mark dropped his laptop bag, letting it thud to the tiled floor, tipping over the second it hit the ground. "Nice of you to join us, purrfect timing as a matter of fact." Mark was still frozen, mouth agape, unsure of what to do or say. Panic quickly set in and he turned around hastily, hands moving for the door handle. The goddess sphinx made a simple hand gesture and every lock on the door clicked closed. Even the door chain locked itself with unbelievable speed and accuracy. Mark tried to pull and twist the various locks to no success.

Mark's mind raced, his heart pounded in his chest. He couldn't believe what was happening, the two creatures right in front of him, were they real? Was he losing his mind? Was it all a dream? Dream or not he had to defend himself against these intruders. He had to find Jenny and make sure she was alright.

His instincts took over and he made a mad dash for the kitchenette, particularly the knife block. He gazed at the knives for a moment to figure out which handle to grab. He grabbed at the handle of the large chef's knife they had normally used for cutting up vegetables, withdrawing it from the block with haste. He had been expecting the creatures to chase him down, but as he turned around to face them he found they hadn't moved an inch, they weren't even paying attention to him.

The standing creature had her head bent back, face pointed up to the ceiling. She displayed a look of pure contentment as both her hands now wrapped around the other creature's round ears, using them like handles to pull its face further into her crotch. At the same time, she was rocking her hips back and forth, grinding her genitals against the other's face. The fur around her crotch was matted, and damp with saliva from the other's tongue.

She purred at the feeling of being tongued, enjoying her partner's techniques. Her purrs grew louder until they came out as a dull roar. Mark swallowed hard, it was like he was no problem to them, like he was barely in their minds at all, they were too busy with each other. Mark looked down at the knife he was holding, his hand shaking. He lifted it in their direction, his other hand holding the one with the knife in an attempt to stop its shaking. He knew he looked scared and confused no matter what he did. He wished he knew where Jenny was, did they eat her? Were they now digesting her while they enjoyed some kind of sick, post-meal cunnilingus? There was no blood to be seen though; maybe she was still on her way home? Maybe she was still ok? Some courage boiled its way up within him.

"I want you out of my house! Now! I don't know who you are or what you are but I want you out!" He shouted and made a forward thrusting motion with the knife, trying to seem intimidating, however, his tone of voice wasn't all that convincing. The standing creature; still being serviced by the other; raised one of her paw-like hands and snapped her fingers loudly. Mark's mask of confidence fell away, being replaced with a look of pure bewilderment as the knife in his hand turned to sand, which fell to the white linoleum floor in streams, leaving a small sandy mess at his feet.

Mark turned his hand over to check his palm, making sure he wasn't imagining things. Feeling naked without his weapon, he grabbed another from the block, this time pulling out a thinner, longer chef's knife. But as the blade was unsheathed from its wooden home, he heard another *snap!* from the creature. The knife turned to white baking soda, falling to the floor in a plume, getting all over his hand and pant leg.

He went to grab another, running on a blend of panic and morbid curiosity. As he unsheathed the butcher's knife it turned to grains of dried rice with a *snap!* he pulled out the bread knife, which turned to ground pepper with another *snap!* Then the paring knife, which, like the others, turned to ice cream sprinkles this time.

Mark was pulling the steak knives out almost to see what they'd turn into rather than defend himself, assured that using physical objects to threaten these creatures was futile. As he watched the knives turn into dill weed, sawdust, paperclips, pencil shavings, and blow-in insulation, he was almost convinced he had fallen asleep in his car and was still in the underground parkade. But as mark pinched his arm to wake up, the 'dream' never ended.

"How are you doing this?" He asked himself under his breath. He gazed down at the mess beneath him that was previously his expensive knife set, trying to rationalize everything that was happening.

"Now now, Mark. Is this how you treat all your guests? The sphinx asked from across the room, teasing him. "Seems rather rude now, doesn't it, Jenny?" The mention of Mark's wife struck a nerve within him, a new sense of fear and anger erupting.

"Jenny? Where is she?! What did you do to her?!" He asked out of panic for his loved one, he felt helpless to stop these creatures from doing whatever it was they had planned. "Did...did you eat her?" Mark asked, his voice quivering with anxiety, catching meekly in his throat. He sounded like he was moments away from breaking down in tears. The sphinx let out a satisfied giggle before answering him with a reassuring yet teasing tone.

"Oh no Mark, I would never do such a thing, I am a Goddess after all, and I have no need for conventional sustenance like you mortals." She looked down at the other sphinx still going to town on her nether region, stroking through hir dark, gold-flecked hair. "And now, neither does Jenny."

"What do you mean? What did you do? Where is she?! And what are you doing in our apartment?!" He demanded answers for this insanity; the concern for his wife was boiling up inside of him, feeding his anger.

"Well isn't it obvious? Shi's right here...in front of me. I wouldn't be worried about hir being eaten; shi's the one doing all the eating at the moment, and doing such a wonderful job at eating I should add." She chuckled lustfully and scratched behind Jenny's ears as the sphinx hummed happily at the compliment given.

"You can't be serious." Mark's anger grew. "This isn't Jenny, this 'thing' looks nothing like her!" The goddess retorted in the same teasing tone.

"Hmm, I suppose shi doesn't anymore now, doesn't she?" The goddess's hand slipped down under the lesser's chin, beckoning hir to look up from hir pleasurable activity. Jenny looked up into the goddess's glowing blue eyes, the goddess's silk loincloth falling back into place in the absence of Jenny's muzzled face. Jenny's tongue ran over hir own sticky mouth, tasting hir mistress's intoxicating juices. The goddess looked back to Mark. "I don't think you realize the true extent of my power, Mark." She gestured for Jenny to stand, and shi obeyed, rising from the floor. The goddess caressed Jenny's cheek momentarily before speaking softly to hir. "Go on Jenny, show Mark the new you." Jenny nodded and turned to Mark. Shi took a few slow steps towards him, swaying hir hips sensually before stopping before him.

"Can't you tell it's me, Mark? Well, I guess it still is...in a sense. The goddess has changed me, made me better in every way, and made me 'feel' better too." Shi smiled at him contently. "And now, I can do the same for you." Hir words flowed like silken honey and held the same ethereal distortion the other sphinx's had, making hir sound otherworldly. Mark recognized the sound of his wife in hir voice, unsure whether to feel relieved or terrified. Shi sounded like her but how could this 'thing' be his wife? He had witnessed what this 'goddess' could do, what if she had indeed changed his beautiful wife? It was just then he noticed the fuzzy sheath and balls between hir legs.

"I don't believe you, if you're really Jenny, and this isn't some kind of joke or illusion, prove it!" he demanded. The hermaphroditic sphinx lovingly smiled at him.

"Of course my dear." Shi closed hir eyes and Mark jolted in place, startled by a sudden voice in his head. It sounded exactly like Jenny. Mark's head swiveled about the room, looking for the source of the sound, quickly deducing that it must be hir communicating with him through some sort of telepathy. "Listen to me, Mark." The voice echoed. "I have all the proof I'll ever need." Shi began listing off every personal detail of their relationship, every argument, every milestone, and every bedroom exploration, how they met, and the names of their relatives and friends. A wealth of information poured from hir mind into his, forcing him to vividly imagine every memory, undeniable evidence that shi truly was, or had been, Jenny.

Shi spoke out loud to him again. "See Mark, it's me. You have nothing to be afraid of, in fact, there's so much you have to look forward to." Hir ethereal voice spoke to him in a loving tone, hoping he would understand. Mark could only stand there, staring at Jenny's paw-like feet in disbelief. It really was Jenny. His beautiful wife had been turned into this...strange creature.

He felt defeated, in a matter of minutes these two beings had torn his world asunder, reality made no sense to him anymore. Was he insane? Was all this just figments of his imagination? Was he hallucinating? He refused to submit to this madness, this couldn't be real, he had to resist. Mark's one last shred of rebellious denial burst forth.

"I don't...I don't believe you...you can't be...her...it's impossible." He stammered out. Jenny's smile changed into a toothy smirk.

"Well dear, you don't have to believe me if you don't want to. I can change you either way." Shi held hir hand up and snapped hir fingers, just as the other sphinx had done before. Mark had no time to react as four blue, translucent rings formed around him. They twinkled and shimmered with arcane essence, shrinking in circumference, constricting him. Two rings bound his arms to his sides while one bound his ankles together. The uppermost ring wrapped around his mouth and chin, preventing him from speaking. They effortlessly lifted him off the floor, leaving him helpless as he hovered before Jenny.

Mark tried to squirm fruitlessly in his bindings, his protests nothing more than muffled groans. He watched as the greater sphinx joined Jenny's side, placing her hand on hir shoulder.

"Very nice my pet, I see you're quite the natural at using your new powers." She remarked as Jenny floated hir former husband out of the kitchen.

"Thank you, mistress," Jenny answered with pride and gratitude in hir voice. "It was you who bestowed this knowledge unto me. I just couldn't wait to use it any longer. I had a burning need to try them out and Mark here..."

"Was taking too long? Acting foolish?" The goddess interrupted hir, completing hir sentence.

"Yes, very foolish indeed, so I thought it best to restrain him," Shi spoke to hir goddess with hir new telepathy. "I threw in a little something extra as well mistress. The more he struggles against his bonds, the more aroused he becomes." Hir inner voice echoed with wickedness, delighting in the thought of toying with hir former husband.

The goddess rubbed her pet's shoulders with approval, watching hir as she finished floating Mark to the spot in the living area not occupied by furniture. She leaned in to whisper in two of Jenny's four leonine ears.

"Such an imagination too, I'm impressed. Perhaps you should tell your dear husband what is in store for him while he has your...undivided attention." Jenny's smirk crept into a mischievous grin. Hir glowing blue eyes stared into Mark's, delighting in the fear and uncertainty in his own eyes. She knew his negative feelings were mere wastes of energy, his ignorance leaving him oblivious to the pleasure he would feel once he began to change.

"Of course, he has the right to know." Shi stepped away from the goddess and made hir way to him in the carpeted area. Shi circled him, observing him as he continued to squirm. He was beginning to feel a strange sensation building inside him as he struggled and opted to stop out of further uncertainty. "I apologize for binding you like this, but you were reacting so emotionally to my evidence that trying to reason with you would have been futile. It's alright really; humans can be so irrational, I would know I was your wife only less than an hour ago. But now that I have you more 'willing' to listen, I can answer all the questions you most definitely have."

Mark could not respond much more than muffled grumblings, which were swiftly hushed by soft *sshh*s from Jenny, who held a furry finger to hir muzzled, leonine mouth. As shi shushed him shi stood right in front of him, eyes level with one another. When mark had gone quiet again she gave him a quick 'boop' on the nose with the same finger that had been at hir lips before circling him again, one paw-like hand resting sassily on hir hip.

"To start, my mistress, soon to be 'our' mistress, behind me, is the one who made me into what I am now." The sphinx behind her gave a short bow to Mark before leaning against one of the couches, her supple ass resting on the armrest while she watched the two inquisitively. "She is the goddess of change. She was trapped in a strange metal box my mother had in her attic, millennia old. I accidentally freed her from it when I got home." Shi placed hir hand above hir furry breasts, gesturing to hirself. "Honestly, it's the best accident of my life, or, previous life to be exact. You have no idea how amazing it feels to be changed and by her no less." Mark's eyes darted between Jenny and the goddess, who was watching them with folded arms.

"She plans on changing everything Mark, that's her goal, to reshape humanity in her wondrous vision, a vision foolishly denied by past civilizations. As a gift, a thank you for freeing her from her prison, she made me her avatar; she bestowed almost all of the same powers she has onto me, and it felt amazing... and it still does. Now, she and I share the same goals, and soon, so shall you." Shi stopped in front of him again, resting both hir hands on hir hips, hir legs spread partly in confidence. Mark gazed down at hir furry sheath and balls on display, being reminded once more of the kinds of things these 'powers' could make possible and just how much his beloved wife had been changed by them.

"Very soon you too will feel how wonderful it feels to be changed, and together, at the whims of our mistress, we shall share it with the world." Mark's eyes went even wider than he thought possible. Did she mean what he thought she meant? Was she really going to change him? Into what?! Jenny's disembodied voice answered him, making him flinch, still not used to the telepathic communication. "It absolutely means what you think it means, Mark. Just as my mistress changed me, so too will I change you. Be thankful my dear husband, not everybody will get such an explanation."

Mark's face became one of sheer terror; he burst into rapid squirms and muffled grunts as he tried, in vain, to desperately escape. His knees and legs bent and twisted one way and another, trying to worm their way out of the ring binding his ankles. His whole upper body wriggled about as he tried to get his arms free of their binds, pushing out, trying to see if he could loosen them somehow. Every attempt, completely futile, but he had to keep trying.

Terror had taken over his senses and his thoughts were to escape the same fate his wife had fallen prey to. He didn't want to be like her, he liked being human. In his desperate struggle, he had completely ignored the odd tingling sensation building within him again.

The toothy grin remerged on Jenny's feline face as shi reveled in hir former husband's pathetic attempts to free himself, knowing all the while he was only giving himself over to lust the more he tried. The feelings growing inside Mark were more than just funny tingles now, small pulses of pleasure coursed through his body as he strained. His labored grunts quickly turned to muffled moans as a sudden force of arousal hit him. His struggles slowed, becoming more rhythmic as he grew ever aware that it was his attempts to escape that were fuelling these feelings. He was now moving in his bonds almost to coax more of these sensations from the ethereal bindings. Some part of him was starting to enjoy this.

Both sphinxes watched him with sick glee. They both looked to each other for a moment, exchanging devilish smirks before turning their attention back to the writhing man before them.

"So mistress, as this is my first transformation, what do you suggest I turn him into?" Jenny asked as shi observed Mark. The goddess purred before answering.

"That's up to you my pet. But as my avatar you will be busy carrying out my will directly, you'll need attendants to serve you in your duties. The rest, however, is all up to you." She chuckled softly to herself. Hir mistress was right, shi would need servants of hir own to carry out hir orders, and fulfill hir sexual curiosities and desires.

The thought of having a cohort of playthings at hir direct command turned hir on. Shi looked forward to adding to hir harem one by one, starting with Mark. Yes, Mark had been such a caring and loving husband in hir human life, he deserved to serve hir as hir right hand and help their goddess reshape humanity. Mark should be by hir side the entire time. He should resemble hir as well as the others to-be in hir service. "Lions," shi thought, not quite sphinxes but still resembling nobility, fitting for a harem of such a beautiful feline such as hir.

Jenny hadn't realized shi had been staring at Mark's tenting jeans the entire time while pondering about what to do with him. There was a small wet spot where he was sure to be leaking pre. He was struggling less erratically now, his movements had become slower and methodical. He seemed to be twisting back and forth in his bonds, nursing the pleasurable feelings. His eyes were drooping, clearly caught in a lusty daze.

The sight of hir former husband in this way and the thought of what he would become were turning Jenny on. Shi looked down to find hir new feline member sliding free of its furry sheath, slowly poking its way out. A bead of precum trailed down the rough underside, which shi scooped up with one of hir furry digits, bringing it to her mouth and licking it with hir flat tongue.

Shi noticed Mark watching her. His eyes were a little wider now, taking in his former wife's eight-inch lion cock in all its glory. He was discovering a new kind of arousal he had not known before. Watching hir slick the pre off hir cock, that beautiful cock, made him feel something different; he was as straight as an arrow, but Jenny's new cock, it just looked so...enticing. Shi began stroking it, coaxing even more of the clear fluid from the tip, letting it run down to hir fingers, dampening the fur that covered them.

Mark wasn't the only one infatuated with hir cock; Jenny had gotten distracted with hirself. Shi stared down at the rough, pink flesh as she messaged it in hir hand-paw. Hir leathery pads only added another strangely wonderful feeling to the flesh beneath. Shi let out a sigh as tiny spurts of pre lept from hir cock, landing on the floor before Mark, who was still watching hir touch hirself.

"Like what you see Mark?" The goddess chimed in from behind Jenny, still leaning on the couch, enjoying the show. "Shi has quite the member, doesn't shi? I bet those bonds have you feeling things you never knew you could, hmm? Those lovely balls too, so soft and heavy." She let out a purr that made him shiver in his bonds, drawing forth more pleasurable feelings.

Mark's eyes shifted back from the goddess sphinx watching him to Jenny's cock, which shi was steadily stroking. Pre leaked down like a faucet, soaking hir hand-paw and spurting onto the carpet. He could smell it now. It smelt musky, yet sweet, assaulting his nose. His mouth was beginning to water as he took in the sights and smells displayed. Hir cock was so amazing. He felt a strange urge arise in him, he wanted to know...how it might taste. He needed to know how it would...feel...in his mouth, the rough texture on his tongue. Mark squirmed in his bonds, knowing full well they'd only get him further aroused, but he no longer cared.

Mark made more muffled moans in an attempt to answer the goddess, but she just turned her head and put a furry hand to one of her double ears.

"I'm sorry Mark; I can't make out what you're saying." She replied, mocking him. Mark's eyes lazily darted around the room, completely unsure what to do. He looked to Jenny, who was still lost in a trance as shi stroked hirself, panting. He moaned something to hir, a plea perhaps to stop all this, to let him go and leave him intact. Or maybe it was a plea for hir to do as shi wished, to end this psychological torture and transform him, making him hir and the goddesses. The line between the two was blurred and Mark could no longer think clearly at all. His mind had been blanketed by a thick fog of lust.

Jenny emitted a low growl as she stroked hir cock harder. Shi slowly craned her head back up to meet Mark's desperate gaze. A crazed and deviant grin spread across and down hir muzzle. Hir pupils dilated. Shi had the look of a predator right before it pounced its prey. Shi spoke to him, all the while steadily stroking hirself. Hir voice was ragged and wanting.

"I can't take it anymore Mark. This feels so good, but I need more, I need to mate, to FUCK." Shi looked more and more craven by the second. Hir boiling lust was bringing her new animal side out in force. Shi moved closer to him, close enough for him to smell hir breath over the musk of hir pre, which was now spurting right onto his pants and dress shirt. Shi spoke to him through clenched teeth. "I need a nice, warm, tight pussy to stick this cock in, Mark...and you're gonna love having it inside you. You're going to make such a beautiful lioness my dear."

It took him a couple of seconds for what shi said to sink in, but when it did, that one word was all it took to shock mark out of his trance. His eyes bolted wide open, the pleasure felt from his magical bindings, became mere background noise to the sheer terror now embodying him. The prospect of losing his humanity to become some bestial thing like Jenny alone scared him. But the fact that he could lose his manhood birthed a new kind of fear. He liked being a man, he had no desire whatsoever to even act feminine, the thought of actually becoming a woman was completely alien to him.

Mark immediately began writhing in his bonds with abandon. His violent struggles were paired with strained, muffled cries. He desperately tried to plea with Jenny, beg hir even. He knew neither of them could make out his words, yet he still insisted on groaning out his pleas for mercy. The fact that Jenny had become telepathic had totally slipped his panicked mind. Jenny's free hand moved up to meet his chin, caressing his head. Hir animal lust appeared to have simmered down enough. Shi cooed to him like a doting mother, attempting to ease his well-justified hysteria, while secretly enjoying how he dug his own grave by struggling in his bonds.

"It's alright my dear, you're scared now but that's only because you don't know how great it will be. You'll love being female, the feeling of my cock filling your pretty, wet, pussy will all be worth it. Then you'll serve me as my attendant by my side while mistress and I change the world."

Jenny's words only sent Mark into further panic. He struggled harder in his bonds, only to moan out as they worked their devious magic into him. He couldn't hold back any longer against the mystical sensations. He came in his pants, the dark, wet spot on his jeans spreading larger.

"Oops!" Jenny exclaimed with a giggle. "Couldn't hold it in anymore, hmm?" Shi proceeded to rub her cock on his pant where the spot was. "I want to cum too, dear, so I've got to change you now." Mark recovered from the nirvana of his orgasm, the pleasure produced by the bonds barely diminishing at all. He was already building toward another orgasm. In his brief clarity, he managed to remember Jenny's telepathy. He strained his mind all he could as he attempted to reach out to hir mind.

"Jenny, please, I beg you, please don't do this. I don't want this. I'm your husband, don't you love me? Why would you do this if you loved me?" Jenny raised hir hand-paw in front of Mark's face. Hir palm began glowing crystal blue, the light illuminating his face. Shi looked him in the eyes as shi answered him telepathically.

"Of course I love you, sweetie, that's why I'm going to what I'm about to do. This is a good thing, Mark. We'll be more than husband and wife; we'll be sisters, you and I. Mistress, and attendant. You're going to be my first transformation, the first of millions." Shi moved her hand forward toward his forehead, just as the goddess had done for her.

"No, no wait Jenny! Wait do-" Was all Mark could communicate before Jenny placed hir glowing palm on his forehead. A long muffled moan was heard throughout the apartment as Mark's level of ecstasy soared to its absolute peak in a mere instant. He came again in a long, drawn-out, cascading orgasm that lasted so much longer than any he had experienced before. It would be the last male orgasm he would ever have. With a snap of hir fingers from hir free hand, Jenny disintegrated Mark's clothes to help facilitate his transformations, his clothes turning to blue dust, floating away into nothing.

Before Mark's orgasm had begun to fade, the transformations had already begun shaping his body. He could feel them through the sensations of his bonds. His hips popped as they widened and his shoulders snapped as they narrowed. He felt his waist tug a little inward as well, adding to his rapidly feminizing form.

A stretching sensation spread through his legs, accompanied by a cracking sound. His legs and feet reshaped, his heels pulling up his legs, forcing him to stand on the balls of his feet and toes, just like Jenny, once he wasn't floating that is. The few inches he'd gained from his new feet were simultaneously taken away as his overall body shrank, leaving him six feet tall.

His toenails turned black, narrowing and tapering into sharp feline claws. Mark instinctively extended and contracted them in and out of his new leonine toes, enjoying the feeling. His hand followed suit, becoming hand-paws like the two sphinxes. Leathery pads formed on his palms and finger ends.

Mark was surprised, he thought undergoing such changes would hurt beyond comparison, but they didn't, in fact, they felt kind of nice. The feeling of his flesh and bone being molded and reshaped complemented the pleasurable sensations of the magic bonds. They filled him with a sense of curious excitement. He hated to admit it, but, he was starting to enjoy this.

A new surge of power coursed through Mark's body. Jenny concentrated, letting a very small portion of hir power merge with him, accelerating his transformation. His brown hair turned tawny, but a lighter tawny than Jenny's fur, a more khaki color. It matched the fur beginning to sprout all over his body. Mark moaned again at the tantric sensations he felt covering his skin as his new pelt grew in. Although his moans no longer had the deeper, male groans of earlier, now had the very feminine mewls of a tantalized woman.

As the tawny fur finished its growth across his changing body, so did his hair, leaving him with a slightly longer patch of fur on top of his head rather than hair. Next, Mark felt a pressure just above his ass. A tail snaked its way down to the floor, covered in the same fur as the rest of his body. It pushed its way out, hanging low as it reached three feet long. A tuft of brown fur sprouted from the tip, giving it that leonine look Jenny wanted. Mark swayed his new tail from his womanly hips, experimenting with his extra appendage.

While his tail grew in, Mark failed to notice his ears creeping up the side on his head, making their way through his longer head-fur, taking on the rounded shape of a proper lioness. His moans kept on with his changes, now paired with the deep purrs of a large cat as his throat changed further. He discovered his tongue had become flat and rough; he rubbed it over the new fangs growing in place of his canines. As his ears fully finished changing they swiveled as he could now hear the subtle sounds from the adjacent apartments more clearly.

Mark felt incredible, he had no idea this would feel so good, His whole body pulsed with wondrous and ecstatic transformative sensations. He felt so foolish for resisting Jenny's plans, or at least trying to. Shi had been right in every way, about everything. Mark knew what changes were coming next, he could feel them, and he...no...she, happily embraced them.

Jenny could sense Mark's acceptance. Shi was pleased that he was finally starting to discard his old life as a human and embraced her new life as lioness Mark. Shi was proud of her.

Shi forced a new surge of power into the burgeoning lioness, jump-starting her final changes and granting her an extra portion of hir power. Mark lifted her head, her eyes closed as she felt Jenny's energy coarse through her. It flowed into every corner of her body, making her feel unstoppable. The muscles under new fur tightened, growing stronger without taking away from her femininity. Mark could feel her face pushing forward, the beginning of her muzzle. At the same time, she could feel her pectorals softening, also pushing outward, expanding even. They ballooned and perked, becoming her new, furry breasts. They stopped growing when they reached C-cups; her nipples widening and budding new larger nubs of pink, sensitive flesh. Above them, a longer tuft of fur grew from her fur, extenuating her now pronounced chest.

Mark made a muffled, bestial growl as her muzzle continued to lengthen, her nose now flat and black, just like the other two's. She anticipated the final change that would complete her transformation, which would cement her new body and life. Her heart fluttered in her chest as she felt the changes beginning in her loins. Her already limp and shrinking member shrank faster. Her testes pulled up inside her with a lurch, moving inside her torso to shift into female parts, bearing eggs instead of sperm, becoming her new ovaries. What remained of her sack split down the middle, spreading apart into pink pussy folds, creating her labia. A new passage sunk into her, following her now changed testes to form her vagina while her prostate connected with her newly shaped parts, shifting into a very fertile womb. As her cock shrunk to an unusable size, it found its way to the top of her new folds, hiding in the hood that readily accepted her new clitoris.

A surge of power erupted within the new lioness. Her toned muscles strained against her magical bindings. Her muzzle completed its growth, stretching the arcane material that bound it. With a thunderous roar, Mark's new powerful limbs and leonine snout tore through their magical bonds, ripping them from her body. They disintegrated into a glittering arcane mist as they fell from her body, dusting the floor in shimmering sparkles.

Without the bindings holding her off the ground, Mark fell forward, unused to standing on her new digitigrade legs. Jenny was there to catch her, expecting such to happen. Shi grabbed her arms as she stumbled, supporting her, and then gently guiding her to her knees. Jenny giggled as shi helped her new creation to the floor.

"Careful sister, don't strain yourself. You'll get used to your new legs soon enough." Jenny looked down to hir new sister with love and adoration as shi held her hands, her cock still standing at attention. Mark opened her eyes, Jenny's cock being the first thing her new self saw. She admired her mistress's gorgeous member for what seemed to the both of them like an eternity, both of them knowing it would be inside Mark soon enough. Mark looked up to Jenny, her new blue, leonine eyes filling with joyous tears as they met the sphinx's.

"Thank you. Thank you so much, mistress." Her voice trembled, she was holding back sobs. "This feels so wonderful. I'm s... I'm sorry for ever doubting you. I was foolish, I was ungrateful!"

"Sshhshshsh." Jenny hushed Mark tenderly, soothing hir new sister. Shi let go of one of Mark's hand-paws to pet her head, scratching behind her ears, coaxing satisfied purrs from the new lioness. "That's alright, sister, it's none your fault, your only worry now is to serve and service me, and I can hardly call 'that' a worry."

Mark's teary face beamed bright with a smile and her tail swayed happily back and forth behind her across the floor. Her mistress was right, she had a new purpose now, Jenny had given these gifts to her and she was more than ready to serve.

Jenny's other hand left marks hand, resting on hir hip, leaving Mark's hands both in her lap. Jenny was ready to take her new equipment for a test drive.

"Now, service me, girl." Jenny could barely finish her sentence before Mark's muzzle engulfed hir feline cock. Jenny's cock tasted so good to Mark, hir pre only adding to the musky flavors, encouraging Mark to take more and more of hir. Mark's drool lubricated the fleshy rod well, allowing the rough surfaces of Jenny's cock and Mark's tongue to glide effortlessly across one another.

Jenny purred, pushing Mark's greedy mouth over hir length with the hand-paw that previously pet her. Hir other hand left hir hip to join the other, using Mark's round ears as guiding handles. She tilted her head back and let out a moan as Mark began purring herself, throwing her throat vibrations into the heavenly mix.

"So eager she is." The goddess's voice carried across the room, perking all six of the other two's ears. They had almost forgotten their goddess was watching them. She watched them with a smug grin on her muzzled face, her four ears moved up and down as if caught in a gentle breeze. "What a good girl you are Mark. Indeed, serving your better so well, shi looks like she might cum any second now." The goddess wasn't wrong; Jenny could feel a certain pressure building in hir cock. She knew shi'd cum soon enough if mark kept up the way she did on hir new, sensitive appendage.

"Stop, girl," Jenny demanded. Mark obeyed, stopping immediately, withdrawing the member from her mouth. She smacked her lips at the taste of pre that lined her mouth, it was making her drool. The new lioness stared at the glistening cock right in front of her eyes, half-hypnotized with a dumb smile on her face, still purring away. Just by looking at her, Jenny could tell the girl's snatch was drooling as much as her mouth was, and that's exactly why shi stopped her. Shi wanted hir first male orgasm to be in Mark's shiny new pussy.

"On your back girl, spread those legs for your mistress," Shi commanded; Mark happily obliged, rolling onto her back. She spread her legs apart as told, her tail lying across the floor between them. Jenny's wings spread out as shi floated like a feather down over the lioness. Hir wings folded again as hir hands and knees supported hir body over the girl. They looked into each other's eyes, Mark's face giving away her barely contained excitement and Jenny's face giving away the revelry shi took in dominating hir former husband in such a way. Both of them were more than ready for what would come next, both of them anticipating their first time as the opposite sex.

"What do you want, girl?" The sphinx asked hir lesser with a devilish grin, already knowing the answer.

"You, mistress." The lioness answered with a feverish longing in both her voice and eyes. "I want you inside me so badly it hurts." Mark's pussy was wetter than a Seattle winter at this point, juices running down her asscrack to the carpet below. Jenny could smell her arousal, it burned in hir nose and drove hir crazy, but yet, she still wanted to tease hir servant a little more.

Mark let out a whimpering mewl as Jenny rubbed the tip of hir hard cock over Mark's slick folds, making sure to catch her clit as it reached the top.

"Beg for it, bitch." Hir devilish smile grew toothy, almost sadistic, shi was clearly getting off on how needy Mark had become. Mark bit her lower lip, she had a burning itch that desperately needed scratching, and she'd say anything to have it scratched.

"Please mistress, I beg you, give it to me, please! I want your sweet cock so bad!" Mark had embodied subservience, her face pleaded with Jenny as much as her words did. "Please mistress; I'll do anything to have you inside me. Fuck my new pussy, please! Please, mistress!" Jenny only looked upon the girl with contentment. Shi was surprised how eager hir new sister was. Mark was taking to her new role so very well, although, maybe shi shouldn't be surprised, shi made her that way. Shi had made her a natural-born servant.

"Oh, Jenny, stop torturing the poor girl and make her a woman already." The goddess said playfully from the couch. "I want a good show, enough stalling." She chucked at the two, watching her pets curiously. Jenny silently agreed with hir mistress, speaking to Mark's quivering form.

"You want it, kitty?" Mark could only answer her with a nod and an *mhmm*. Her teeth still bore down on her lower lip. "Ok then, receive your reward, sister." Jenny watched hirself as shi positioned hir cock at Mark's entrance. Then looking at Mark in her blue, needy eyes, shi thrust forward, sliding the full length of hir eight inches of feline dick into Mark's tight, slick, pussy.

Both of them gritted their teeth and growled at the sudden spike in endorphins as they coupled, their new genitals delivering brand new sensations that drove them wild. Mark's sharp new claws extended from her hands, digging into the carpet, tearing at it to brace herself. She arched her back, pushing her breasts in the air, giving in to the instincts of mating.

Head held high, Jenny grunted as shi felt the warmth of Mark's love canal around hir. Shi pulled out, and then pushed back in, beginning to thrust in and out of the girl, giving into hir own instincts. Shi was going to fuck the shit out of Mark and make her feel like the female she now was. Shi was going to fill and fill her full of sphinx seed.

The two felines were all grunts and moans and growls and purrs as Jenny fucked Mark mercilessly. The tiny, fleshy spines of their genitals rubbed over one another, adding brand new sensations to their coitus, breaking the limitations of the sex they had as their former selves. They rut like the half-beasts they were, fulfilling their new sexual roles joyously.

Jenny leaned down and kissed Mark as shi continued to rhythmically thrust in and out of her tight pussy. The lioness kissed hir back, opening her muzzle to Jenny's, accepting hir leonine mouth and tongue with her own. Jenny passed hir hand-paw over Mark's head, petting her. Mark's hand-paws left the ripped-up carpet to grasp Jenny's back, trying to hold her mistress in whatever embrace she could.

Their nipples were rubbing together, only adding further sensations to their carnal buffet. They moaned and purred into the other's mouths. Jenny's thrusts were speeding up and Mark found herself pushing back in perfect rhythm, needing as much of her mistress as she could get.

Jenny broke the kiss, leaning back up. Shi looked hir pet in her glossy, entranced eyes.

"You look...like you're...enjoying yourself." Shi managed to grunt out as shi rammed into the lioness. Mark's hands moved to play with her nipples while she watched the sphinx pound her, trying to keep pace with hir.

"Yeah..." Was all she could muster, It was all Jenny wanted to hear. Shi pushed hirself up onto hir knees, pulling Mark with hir by her thighs, lifting her hips off the floor.

"Remember how you used to fuck me like this?" Mark nodded sheepishly. "Now I get to show you how it feels from the other side." This made Mark giggle lustfully right before involuntarily moaning as Jenny thrust particularly deep, hitting Mark's cervix.

Jenny picked up the pace again; pulling marks hips in with each thrust, coaxing loud moans and purrs from the lioness. Shi fucked hir new pet steadily, harder, faster, going for the sweet release shi craved since being endowed with her new package.

Mark's back arched, angling her body so Jenny's cock would hit all the right spots. She was in heaven, Jenny felt so unbelievably good inside her, stretching and rubbing every inch of her slick depths with those sweet spines. Her new pussy felt better than she could ever have imagined. Her face mimicked all these new feelings, her flat tongue hanging out the side of her muzzle as Jenny pounded away. She never wanted to go back to her old self, she loved being a lioness.

Jenny too was lost in hir own mindless carnal sensations, thrusting into Mark with reckless abandon. Hir lips pulled back in a snarl and shi growled, letting hir animal half take completely over. Shi fucked hir former husband into the carpet while shi watched her moan in ecstasy, her eyes closing as she dug her claws into the carpet once more, hanging on for dear life.

Mark's moans sounded more and more like cries. Her body was on fire, electric sensations were running through her like power lines, making her tear up. It was getting too much for her, a pressure was growing inside and she couldn't hold on much longer.

"Oh, mistress! You're too good to me; I can't take it any longer! I'm gonna cum!" Jenny answered her through snarling, clenched teeth.

"Yes, cum with me my pet, feel your first orgasm with your new parts...just as I do!" This sent Mark over the edge. Her body tensed up in Jenny's hands. Her crying moans ceased for just a moment, and with her head thrown back, she unleashed a mighty roar as her body convulsed with a feeling that nearly broke her mind.

Her pussy clenched around Jenny's cock while it thrust in and out of her, constricting the sphinx's cock in all the right ways, pushing hir over the edge. Jenny crammed hir cock in as far as it would go and joined hir pet in a roar that made Mark's sound pitiful in comparison. Hir cock twitched within Mark as it filled the girl's love tunnel with hir hot seed, filling her womb until Mark's womanly cavity could hold no more, forcing Jenny's jizz out around hir cock and onto the carpet.

"Ah! Yes! Fill me with your sweet cream mistress! Make me bear your young!" Mark called out, still riding the waves of bliss. Jenny knew Mark could only get pregnant if shi desired her to be. Shi giggled at the thought of hir former husband swollen with sphinx babies; perhaps someday shi'd gift the new girl with the experience of motherhood.

Jenny had slowed hir thrusts now, both of their orgasms fading away. Mark was panting, her tongue lolled out of her mouth, exhausted. Jenny felt better than ever, it would seem that her mistress was right, shi and the goddess both fed off of the energy produced by other's transformations and sexual gratifications. Shi pulled hir still twitching cock from Mark's pussy, letting copious amounts of cum leak from her snatch, running down the girl's ass to pool on the floor.

The sphinx stood up, letting Mark's hips and legs drop to the floor, shi stood over the lioness, admiring hir work. Mark just laid there, spread eagle, staring up at the ceiling with a glazed-over look in her eyes and her tongue still hanging out the side of her muzzle. She was no longer panting but she was still taking long breaths of air, almost sighing contently as she processed what had just happened to make her feel so wonderful. Both of her hands absently played with her new, sensitive nipples.

She was off in her own little world, fucked senseless by Jenny, who smirked at the girl and let out a chortle. Shi turned around to face the goddess, who had been fingering herself while she watched the show.

"Did I do well, mistress?" Shi asked, seeking approval from hir mistress.

"Darling, you did superbly. The energy I felt from her as she changed; as she came!" The goddess sphinx swished her arm in front of her, adding inflection to what she was saying. "It was...delectable...exquisite...but barely a morsel compared to what is to come." She pulled her other hand from her golden pussy, her loincloth falling back into place. "You have proven yourself to me, no doubt, not that I had any doubt before...you are my avatar after all."

"Thank you, mistress." Jenny bowed before the goddess, flourishing hir wings. "I'm glad to be of service to you." Shi stood up straight again, returning the goddess's warm smile.

"Of course my pet, and now that you are truly ready; we must bring others to the light." She pushed off of the side of the couch she was leaning on and walked about the room, gesturing to it as a whole. "Now then, what do you call this...dwelling? It's so soulless and cramped."

"An apartment, mistress, one of many in this building. Others live in their apartments too, families, couples, some just alone. All of them ready to receive our gifts of change." Hir voice and smile turned wicked at hir own suggestion of transforming hir neighbors. Hir mind started to race with all the possibilities of gifts to bestow on them.

"Darling, I love your attitude." She grinned at the avatar sphinx briefly. "Although I'm puzzled by why you mortals would want to live on top of each other like this?" Jenny chuckled to hirself.

"They don't even know why. My former self would make the excuse that it was affordable, I suppose." The two were interrupted by the sounds of an argument going on in the apartment next door. All eight of their ears perked and they turned their heads to the direction of the unwelcome distraction. It had even broken Mark of her post-coitus trance, she tested her new feline flexibility to bend over and groom herself. She licked Jenny's cum from the fur of her inner thighs. All three of them listened in silence as the couple next door argued about money, their ears able to hear the muffled shouts clearly through the wall, Mark still focused on her own task.

"I apologize for my neighbors; they have a tendency to fight from time to time." Jenny tried to apologize to hir mistress, but the goddess was having none of it. She hand waved the apology away as she walked past Jenny toward the wall from which the sound was emanating.

"Oh please, I'll hear nothing of the sort, dear." She stopped at the wall, putting two of her ears to it as to eavesdrop on the fight next door. After about half a minute of listening to Jenny's neighbors, she pulled herself away from the wall and leaned her back against it. "These two have a lot of problems." She spoke to Jenny while Mark groomed herself on the floor between them. "It sounds like they could use a 'change' or two in their lives." She grinned to herself as she studied her extended claws, her eyes darting back to Jenny, who answered the goddess's grin with hir own.

"Yes, I believe they do, mistress." Jenny purred.

"I'm going to...introduce myself. Feel free to change whoever you want in this place. Your powers allow you to do almost anything, so make sure to use your imagination." She gestured one hand to Mark. "Perhaps you should find a task for your attendant as well; before she finds out she can lick her own pussy." Mark's ears perked and she stopped grooming herself for a moment, only to dip her muzzle deep between her legs, purring as she started licking her nether lips, feeling the rough texture on her tongue while tasting her mistress's cum from her hole. "Whoops, did I say that out loud? Oh well, have fun Jenny, you can always beseech me through the link between our minds."

The goddess turned toward the wall, then, phased through it like a ghost, moving as though it wasn't there at all. Jenny was now alone with Mark, who was busy performing cunnilingus on herself, one leg stretched high in the air. Shi crossed her arms under hir tits and tapped hir digitigrade feet on the floor.

"Girl! Come here!" Shi demanded. Mark obeyed immediately, removing her head from between her legs and crawling over to Jenny, kneeling before hir. Jenny lowered hir hand to pet Mark's head, scratching behind her ears and caressing her face. Mark nuzzled hir hand lovingly and purred at the touch. "Good girl, so obedient." Shi cooed. "Now, let's add some accessories to our new forms, shall we." Mark *mhm*d in agreement.

Jenny lifted hir other hand and focused her mind on the cutlery in one of the kitchenette drawers. Shi snapped her fingers and the drawers flew open with a clash, the contents within rushing out, floating toward the two felines. The cluster of floating forks, knives, and spoons revolved around them like electrons, one by one, turning pure gold, then reshaping and shifting into parts that would become extravagant jewelry.

Jenny gave hirself long golden bracers made up of multiple strips, making them somewhat flexible. They ran from hir wrists to hir upper forearms, shi did the same for hir ankles, those reaching up to below hir knees. Around hir neck, shi made an inch thick choker out of multiple square links. The rest of hir body was gilded in the same golden chains, reaching around hir breasts and ribs, hanging off of hir decadently. Hir hips were crested by the same chain hir mistress used to hold her loincloth, only instead of a cloth, shi had engraved, curved cusps hugging the sides of hir hips, bringing more attention to them. Jenny refused to wear a loincloth like the goddess; shi was proud of hir new male parts and wanted all to gaze upon them in adoration. Besides, only those worthy such as hir should ever gaze upon hir mistress's bits.

Mark got the same bracers on her wrists and ankles as Jenny, only half as short, as well as the same choker. A thick, golden belt-like chain wrapped around her waist, resting on her hips. The last thing she received was rings that pierced her nipples, extracting a gasp from the girl, both being linked together by a thin golden chain. This was all Jenny would allow her to wear, shi liked hir pet feeling naked in comparison, it was all she needed for the time being. The rest of the floating metal fell to the floor, unused.

"Get up, girl, I have work for you," Shi demanded Mark obeyed and stood with haste, the chain between her nipple rings swaying to and fro as she moved.

"Yes, mistress, what task do you require of me?" Mark asked hir eagerly.

"I require another attendant, a male one, one to serve me in ways you no longer can, one that can keep you company when I'm not around and you have fulfilled all your tasks," Shi smirked at her pet smugly. Mark looked at her like a puppy about to get a treat. "Go to the lonely man who lives across the hallway, seduce him, make him an alpha male for me, and give him new purpose. When I changed you, I gave you the power to change others as you wish so long as you engage in carnal acts while you do. This is the power you wield as an attendant of mine." Shi pinched hir index finger and thumb between the lioness's chin, guiding her mouth to hir own to steal a kiss. "Once you are done with him, the two of you will find others, and change them into proper acolytes of our goddess; more must be brought into the light. Do you understand, girl?" Mark straightened up her body at attention a warm smile on her face.

"Yes mistress, your will be done."

"Good, now go, and have fun, missy." Mark turned to head for the door and Jenny gave her a swat on her tight ass, forcing a sharp gasp and a giggle from the lioness. She smiled coyly to Jenny as she undid the locks on the door and before Jenny knew it, she was gone, her tail the last thing shi saw of the girl as she nearly closed the door on her snake-like appendage.

Jenny, now alone in the apartment, pivoted to face the wall between hir apartment and the other one adjacent. Shi knew two young men lived there, and could smell them sometimes too, they were avid smokers of cannabis, yet Jenny never narked on them, nor minded. Being a former partier herself, shi found the smell almost nostalgic. She figured shi'd give them a visit. Of course, they'd never know she was there, not until they were changed.

Drawing from the knowledge bestowed upon hir, shi focused on the power she needed to keep from being discovered, cloaking herself from mortal eyes, appearing invisible. With that, shi walked toward the wall, phasing straight through it into the apartment next door.