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Pandora's Box: Part 4

By MisstressChange

The heavy door to Mark's apartment shut behind her with a dull *clunk* and a sharp *click* of the door latch falling into place. The lioness had nearly gotten her tail pinched as it closed, oblivious to the near-miss. Her head was too busy buzzing with excitement. She was going to undergo her first task for her mistress. Her face sported a wide and eager smile, and her fur gave off a faint golden glow in the fluorescent light of the hallway.

She looked down one side of the empty hall and then down in the other direction. Nothing stood out except the various doors and the wall-mounted lamps that accompanied them; every one identical. Her apartment was one of the four centermost, with two bedrooms and bathrooms. The two outer units down either side of the hallway were larger, family-sized ones. The whole building was pretty uninspired, just one long, three-story rectangular building that resembled a shoebox more than anything. Hers was on the top floor

The building was relatively new, and when Jenny and her former selves had gotten married last year, they sought to move out of the basement suite to somewhere more 'adult'. They figured this would be a great new start for them, and with their double income, they'd each be paying little in monthly mortgage payments. But none of that mattered anymore. That was her old life, her old self. All that mattered now was obeying her mistress's commands and worshipping her goddess. Those, and fornication, glorious fornication, and fulfilling her every new carnal desire, something she'd be experiencing plenty of as she completed her mistress's first task.

The person's door, of which she was looking for, was just across the hallway, one door to the left of the one opposite her own. She eyed the dark, faux-wood door with a single brass peephole in the middle. She sashayed over to it, swaying her womanly hips as she went. Stopping in front of it, she peered playfully through the peephole, checking to see if the man she'd be changing was home. She hoped with all her heart that he would be, eagerly wanting to try out her new, if meager, powers. More importantly, she wanted to make her mistress proud.

While she couldn't clearly make out anything from her side of the fisheye glass, she could make out some flickering lights of a TV or computer far off inside, illuminating the darkness. He must be home. She pressed a leonine ear against the door, listening intently. She could make out a couple of voices coming from whatever device was emitting them. She focused her hearing as best she could, her eyes darting around aimlessly as she listened. Her ears suddenly perked as she heard the distinct sound of a human male coughing, then clearing his throat. This sound must undeniably be coming from a real person.

Mark pulled away from the door to do a little dance of giddy excitement. Her legs trotted up and down in place. Her hands came up to her chest in balled fists as she tried to contain herself. Eager to get on with her task, she forced herself to stop. Standing on the tips of her digitigrade feet, she brought her fist up to the inch and a half thick door and gave it a few hearty, gleeful knocks.

Lance was sitting on his couch when he heard the knock on his door. The thirty-two-year-old man had already settled in for a night of bingeing his favorite superhero saga. He groaned and took to the chore of standing up from his comfortable seat.

He made his way through the dark, dingy apartment, littered with all sorts of pizza boxes, candy wrappers, and cans that once contained beer and soda. His protruding belly wobbled and shook with every step he took across the room, hanging out from his stained T-shirt. He coughed and wheezed, almost tripping over some of the trash he left lying around. Grumbling to himself, he reached the door.

Squinting one of his eyes shut, he peered through the peephole. What he saw on the other side made him pull away for a second, unsure of what he saw was even real or not.

What he could only describe as a six-foot-tall, lion furry stood in front of his door, lacking any clothes. Its hands were behind it as it rocked back and forth on its digitigrade feet like an impatient child waiting in line with its parent. Lance had been on the internet long enough to know what a furry was. He had even beat his meat to porn of a few characters from some video games and movies. This creature fit the criteria of a 'furry' perfectly. Or should he say purrfectly?

Logically, it had to be one of his neighbors dressed in their fursuit trying to fuck with him. He spoke up so he could talk to it through the door.

"What do you want?" He asked. He could swear he saw its ears perk up when he spoke. Stranger still, he could see a wide smile spread across its muzzled face when it heard him. The fursuited person grabbed its tail and begun twirling it in their hand like a rope.

"I was wondering if I could come in for a bit. Maybe we could...get to know each other better?" It was a woman. The voice gave it away immediately that there was a woman inside the suit. However, Lance noticed how clearly the girl spoke. The headpiece didn't muffle her voice as it should have been, and its mouth moved seamlessly when she talked. He had to admit it was impressive. Lance needed some more info.

"Why would you want to do that? Who even are you? Which unit are you from?" He asked loudly through the door. Figuring those were reasonable questions. The fursuited woman shifted her body weight, placing her free hand on her hip and bending one of her legs up as she balanced on her toes in a flirtatious pose. Even through the peephole, Lance found it rather enticing.

"Open that door, and I'll tell you everything you want to know, hun." Her tone of voice had quickly turned from friendly to seductive. Lance was breathing through his mouth, and he could feel his heart beating faster, his curiosity rousing excitedly within. Maybe...opening it up a little would be fine, just a little.

"H-hold on." He breathed out. Being cautious, his shaky hand went for the door chain, locking it just in case this was some ploy to burst in and rob him. His hand led down to the deadbolt, turning until the hearty *click* let him know it was unlocked. Going for the door handle, he slowly turned the latch, hearing it clasp as the mechanism came free from the doorframe. He pulled the door open until the chain above maxed out its length, preventing the door from opening further. He poked his face through the opening; what he saw next, he wasn't expecting.

This 'fursuit' had to be one of the most realistic ones he had ever seen. It was like a real living being was standing before him. It had to be so skin-tight it must have been beyond suffocating to wear. The woman's voluptuous form beneath showed through like she was wearing nothing at all. Nothing at all...

Nothing at all indeed; there wasn't a scrap of clothing worn over the suit. Lance noticed the incredibly life-like nipples poking out from her supple tits as his wondering gaze took in her form. He couldn't help but gander down between her legs where the glistening folds of her pussy were. The fur around her parts was damp and sticky. The lewd details seemed rather odd to him. But it was when he looked up at her face that he knew something was wrong.

As his eyes met hers, he saw those leonine eyes actually moving! They gazed about his face, analyzing his features that were being illuminated by the hallway light. He knew fursuit heads didn't move their eyes, at least not like this. Her ears moved on their own, too, twitching subtly at sounds unheard by human ears. Her paw-like hand still held her tail. Her other hand left her hip so she could give him a friendly wave.

"Hi, I'm Mark. What's your name?" Lance's eyes went wide as saucers. He leaned back from the door's opening in shock at what he had just seen. When she spoke to him, her lips moved, her tongue moved within her mouth as well. A natural tongue; beyond that, there seemed to be no person inside, only the back of her leonine throat. The realization that this was no fursuit but a real, living, bipedal lioness hit him like a bus.

"W-what are you?" His voice caught in his throat, fear quickly overcoming him. If it weren't for his morbid curiosity, he would have slammed the door on her and immediately called the police, or maybe animal control? Something was enticing about her, inviting even. The sight of such a beautiful, naked female form standing right before him was overriding his natural fight or flight response. His mind told him to run from this potentially dangerous creature, but his libido told him to see where this could go.

"I just told you, silly. I'm Mark, and I'm a lioness. What's your name?" She asked him again. Her perky tone gave no hint of self-awareness. Nothing denoted that she, herself found this situation strange. Her leonine eyes studied his face, her own still beaming with a warm smile.

"I'm, uh, Lance." He stumbled on his words. So many questions stirred in his mind, and he needed answers. "How...is this possible? How are you real? Why are you here? W-where did you come from?" The questions poured from him like water from a faucet. The lioness giggled, amused at the man's disbelief, having shared the same doubt only half an hour ago.

"Well, I used to be a boring human male, but my mistress changed me into this form. Now I'm a beautiful Lioness. She sent me here to share her gifts with you, in a very...sensual...way." Her tone of voice went from friendly to sultry as she spoke. Her right hand dropped her tail, and she slid into the open end of the doorframe, leaning on it. Her now free arm rested along the frame above her. Her forearm and hand hung above her aloofly. Her other hand was still on her hip.

Lance took a step back from the door, surprised by her sudden advances. He wasn't sure what to make of the situation. Her answers had only roused further questions. It would seem this creature wanted to have her way with him. While he fantasized about a situation similar to this several times before, It felt too bizarre now that it was happening in real life. "C'mon, hun, open up and let me in. We are gonna have...so...much...fun together." Her voice flowed like silk into his ears. She licked her chops and bit her bottom lip seductively.

"How...how do I know you won't attack me...or eat me?" He asked very nervously. She was aggressively forward with him like no woman had ever even come on to him a little before. His libido was starting to battle with his fear, his curiosity fuelling the former. She was so close to him he could smell her now, and she smelled like sex. As he gazed down, he saw her fingers running slowly up the inside of her thigh, the same leg now propping the door open as far as the chain would allow. Her hand traced up to her exposed sex, curving around it, touching so close, teasing herself physically, and teasing Lance visually. Lance felt his sweatpants tightening, unable to contain himself with such a direct display.

"Oh, I wouldn't even think of harming such a handsome man such as you, Lance. The only thing that I'd be putting in my mouth...would be that stiffening cock of yours." Her eyes peered down at the growing tent in Lance's pants, licking her lips at the protrusion partially covered by his sagging gut. Her hand flung down from her legs, aiming for the man's crotch through the doors opening. Lance jumped back to avoid having his junk grabbed. She laughed flirtatiously at her failed attempt to feel up his rigid member. She bit her lower lip again and purred while she looked him up and down through the opening, his body only lit up by the light of the hallway.

"Aww, c'mon Lance. Give a girl a break. Let me come in, and I'll let you come in me." She giggled and brought one of her perky tits up to her muzzle so she could lick her pierced nipple seductively, the thin, golden chains between them shakily wildly. "We can have so...much...fun together." She said, reiterating her previous proposal. She added a wink before going back to her nipple.

Lance shook his head. He had to be dreaming. He must have fallen asleep while watching movies, fallen into a food coma after eating that pizza to himself. There was no way this lion lady could be real and coming on to him in such a manner no less. He didn't even know her. Why she had knocked on his door of all doors was a complete mystery. Why would she pick him? With 'her' perfect figure and 'his' shlubby body, she was way out of his league.

But this was something that dreams were made for, right? To subconsciously play out impossible scenarios? If this really was a dream, then inviting this creature into his place would have no real consequences, right? He would let her have her way with him and wake up, with a mess in his pants, no doubt. Or she'd eat him, and he'd wake up anyway. He decided to give in to his libido, justifying what he was about to do with, "it's just a dream, who cares?". He swallowed hard and answered her.

"O-okay, you can come in, as...as long as you don't eat me, or whatever." His voice broke several times. He was both very nervous and excited all at once. His heart raced as he closed the door to undo the chain and flick on the lights. He opened the door slowly with a deep breath, half expecting the lioness to burst through and attack him. But she didn't; in fact, she waited patiently for him to open it all the way. He held the door open, gazing up and down her perfect form while she stood there, her hands on her hips. He motioned his arm for her to come in.

"Oh, Lance, thank you so much for inviting me in." Her hands sprang from her hips as she strode slowly forward. Lance almost ran for it when her arms reached up for his head but hesitated as they merely rested on his shoulders. Mark leaned in and planted a big, wet kiss on the man's lips. Lance accepted this and opened his mouth only a little to welcome her sweet embrace, and the lioness took that as a sign to stick her flat, leonine tongue in his unsuspecting mouth. Lance's eyes went wide with shock at the feeling of such a large, rough tongue. But soon, he found himself closing his eyes as he enjoyed the sensation of her lips.

The two made out for a couple of minutes, Mark's tail swaying happily behind her as they swapped saliva. Their act of making out was a little awkward and clunky; Mark having a muzzle and Lance having flat lips; still, they made do. Lance could only kiss only the end of Mark's extruding face, but the two enjoyed it nonetheless. Mark pressed her flat, toned, furry tummy into his protruding gut as she got closer. Her breasts pressed against his man boobs, and she softly mewled into their kiss as her nipples rubbed against his shirt.

Mark broke their passionate kissing and relinquished her arms and body from their embrace. Lance stood with his mouth agape as he watched the furry sex kitten walk around him. She made sure to brush her fuzzy arm against his own as she walked past, her hand grazing the small tent in his sweatpants, making the man grunt in a pleasing surprise.

Mark took in the messy apartment. The place was cluttered with pop and beer cans. Pizza boxes were stacked like skyscrapers in a downtown city core. Dirty dishes overflowed the sinks, and pots covered the stove, filled with goddess knows what. In any normal situation, if Mark were a regular human girl, she would have left immediately, bolting down the hallway. But she cared not, for it didn't matter what was in the present, but what the present could become. Mark thought the same of the shlubby, overweight man before her. She no longer saw him in that way anymore, not her new self. She could only see his potential as a changed being, a new Lance.

She pulled a wooden chair from the can and garbage-littered table and spun around with it, facing the man. She set it down with a *tap*. Lance had been watching her the entire time, mouth still agape, pants still sporting their tent. Mark patted the top of the chair's backrest with her paw-like hand and held onto its sides.

"C'mon, Lancie boy, take a seat. We can have our fun right here." She gave him a playful smile. Lance's heart was pounding in his throat. His stomach fluttered in anticipation. There was no way this could be happening. This had to be a dream, but if it was, why did it feel so real? The man did as Mark suggested and took his seat on the chair provided, huffing as his legs struggled to balance him momentarily with his top-heaviness.

Mark stood behind him, messaging his shoulders and neck with her furry, broad, yet meticulous hands. Lance closed his eyes and groaned in approval, enjoying the kind of touches he would typically have to pay for. She leaned over so she could whisper in his ear as she massaged him.

"I'm gonna make you feel real good tonight, Lance, and I just 'know' you'll make me feel just as good. There's a powerful stud inside you, Lance, and I know 'just' how to bring him out." Lance shuttered with excitement, his heart beat like he was running a marathon, and his breath was shallow. This was all too good to be a dream. Even as a half-animal, she was so far out of his league. His rationality wouldn't let him accept this so quickly. He needed to know her real motives.

"Wa-why me? Why with me? Why knock on my door of all doors?" His voice caught in his throat.

"Because, Lance, my mistress needs another attendant, and she chose you. Isn't that great?" She asked him like he had any idea what she was talking about.

"W-what do you mean, 'attendant'? Who's your 'mistress'?" Lance swallowed hard, awaiting an answer. Mark leaned in further so she could speak right into the nervous man's ear in a quiet, sensual voice, sending shivers down his spine.

"My 'mistress' used to be...my wife. But she, too, was changed, and then, she changed me. I was reluctant at first, but once it had begun, once I felt how good it feels to transform, to 'experience' my new body and self, well." She paused. The exciting memories of Jenny ravishing her earlier squeezed a content sigh from the lioness. "Well, I don't ever want to go back." She purred softly into the man's neck as she nuzzled him.

"So...y-your going to change me? Like you? Am I going to be a girl too? I-I don't wanna be a girl! I like being a man!" Lance started to panic. The thought of losing his manhood truly terrified him. Mark sauntered around him to his front, displaying her sticky, glistening pussy lips for him to see. She tickled his neck with the tuff of her tail and ran her paw-like hand across his shoulder sultrily as she went.

"No, Lance, you'll be staying male, don't you worry. My mistress requires a male attendant to work alongside me. Although, I have to say, being female does feel quite...exquisite. You should try it sometime later." Lance swallowed hard as she placed her hands on his knees, bending over to give him a good show of her tits. Her face had the strongest 'come fuck me' look he had ever seen. He cleared his throat to question her once again.

"How...is this...even possible?" He stammered out, dumbfounded by the unbelievably arousing situation he found himself in the middle of. He was unsure if letting this sexy creature make 'changes' to him was a smart trade for sex he'd probably never get the chance ever to have again.

"I guess you could say...magic!" She giggled playfully, her tits jiggling before the man as he stared on. "But I don't want to get into any boring details. Not when I could show you instead." She got down on her knees, using her hands to push the pudgy man's legs apart.

Mark lowered her head down towards his crotch. Lance's whole body shook nervously, and Mark looked up the see him swallow hard again; his breath shook as he inhaled and exhaled. She sighed with a smile and looked away for a moment, collecting her thoughts before gazing back at him.

"Lance, I can tell you're quite nervous about all this. Tell ya what. How about I change one part of you first, a part I'm sure you'll enjoy having 'enhanced'. If you are still unsure about it afterward, I will leave you with your new 'equipment'. Simple as that." She grinned at him, pausing. "Well, that and the satisfaction of having had your dick sucked." She snickered, and Lance let a nervous chuckle escape his throat. To Lance, that didn't sound too bad at all. He let out a puff of air, and his body began to relax. The man looked aimlessly around the room for a few seconds, weighing his options before meeting her gaze.

"Okay. Deal." He agreed, a more relaxed smile slowly spreading across his face.

"Deal it is, hun." She agreed. With that, Mark reached with both hands for the waistband of the man's sweats. She got beneath his love handles and slipped her furry digits under his garments. Lance pushed his body the best he could off the chair with his legs and arms while Mark shimmied his Sweatpants and boxers down his trunk-like appendages.

His three-inch-long cock was immediately engulfed by his hanging gut, his waistband previously being the last bulwark holding it back and allowing a tent to form. "Hmm." Mark hummed; she looked puzzled.

Using her hefty paw-hand, Mark let go of the man's sweats and pushed his gut up and out of the way, smirking at the cock before her eyes. The three-inch-long, mushroom-headed pecker stood as proud as it could, twitching with excitement.

"Uhh...Sorry...I'm not that big." Lance apologized, his nervous tone replaced by embarrassment. Mark's eyes fluttered up to meet his, and she giggled. Her smirk grew into a wide grin of satisfaction.

"Oh, Lance, size doesn't matter. Not anymore. After all, this is what we're gonna change for you. That alright, hun?" She knew no matter how small or how big he was, she had the power to manipulate his flesh and form. So long as the receiving person had the necessary physical contact to receive her transformative energies. All it would take for his penis...was a mere lick.

Mark's flat, leonine tongue slowly snaked from her mouth. Her hot breath teased the man's cock, making it twitch in anticipation. The rough yet slick surface of her tongue contacted the underside of his member. She lifted her head upwards and curled her tongue up all three inches of length before reaching the head, tickling his glands before heading back down.

She barely made it halfway back down his length when his cock twitched. Lance made a stifled grunt, and Mark could feel the trickle of hot jizz on her head fur, then just above her eyes. She could make out the white, musky substance as the final spurts landed on the ridge of her snout. Mark pulled away from the cock. She could tell her gifted powers were already working their magic, as Lance's cock had clearly grown an extra inch.

"Uhh...Sorry, again. It's been a long time since-" Lance tried to apologize for his lack of stamina, but Mark interrupted him.

"Oh Lance, this is no problem at all. We can just keep going. After all, you'll last so much longer now." Lance was shocked at her level of understanding. She giggled and whisked the cum from her muzzle, licking it off her fingers. "You forget, I use to be a guy like you. I know what it's like." She went to lick the rest of the cum off Lance's cock, taking his head in her mouth.

"Ooohhhh," Lance groaned at the sudden attention to his still sensitive penis. Mark expertly sucked the last of the man's cum off his dick, making a *pop* as his head came free of her mouth. Lance's cock was 5 inches now, long enough for the man to see over his gut. He stared down at it while Mark lapped up and down its growing length. "No way!" He exclaimed, "You weren't fucking around. It is changing!" Mark stopped momentarily to comment.

"Told ya, hun. I wouldn't lie to a handsome guy like you." She winked at him and went back to licking his shaft. Every upwards lick seemed to make it grow another half inch. It was over six inches now and still growing. Lance huffed to himself.

"T-this is incredible." He said, astonished, watching his cock grow before his very eyes. It was already almost eight inches.

"Isn't it?" Mark retorted, licking her rough tongue over his glands, making him shudder and groan. Lance watched as she took particular care of the skin just below his head, where he had been circumcised. She worked the scarred skin with her tongue like it was clay. Lance's eyes went wide as he saw the skin of his shaft lengthen along with the rest of his cock. Was she...growing his foreskin back? He took in a breath, realizing he had forgotten to breathe this whole time, too enamored with the changes going on between his legs, not to mention the sensations.

"My god, I can't believe this." Slowly but surely, the new foreskin grew up and over his head, shielding his cock head. He suddenly felt many new shocks of pleasure as new nerve endings settled into place, all being caressed by Mark's leonine tongue. It made Lance gasp, and Mark snickered through her nose. When his new foreskin was complete, the lioness returned to his shaft, now nine inches long.

Mark took a hand-like paw and curled her digits around the bottom half of the man's now long, girthy rod. She worked the skin up and down while she licked and sucked every new, sensitive spot added to his tip. It was driving Lance crazy. The man shifted in his chair and had to focus on breathing just to prevent himself cumming again. Still, his cock continued to grow, inch by inch.

When Lance's cock had reached an impressive 12 inches, Mark stopped what she was doing and leaned back, admiring her 'handiwork'. His cock stood tall and proud, twitching with virility. She licked her lips and looked up at the man.

"You think this is good? It's pretty big now, nice and girthy too. Gonna stretch my throat out 'really' good with that." She giggled and used one of her fingers that was previously wrapped around his dick to play with his new foreskin.

"Your throat?" Lance asked, voice shaking. He swallowed hard and watched her look his cock over lustfully while she played with it.

"Well yeah." She answered sassily. "I still haven't given you that blowjob I promised." Her eyes peered up, and she fluttered her eyelashes at him. Lance swallowed hard once more, and Mark craned her neck down to take his new, foreskin-covered head in her mouth.

"O-of course, how c-could I forget." He stammered out. His words fighting a moan as she swiftly took his whole cock, all the way to its base. A muffled gurgling noise croaked from Mark as she forced Lance's rod down her throat. Her tongue massaged the underside of his shaft while her throat massaged the rest of his cock. Her mouth was so warm and inviting, and her muzzle only made it easier for her to consume his rock-hard, monster cock.

Lance let out a long, drawn groan. His eyes rolled into the back of his head as he leaned his head back. His hands came down to Mark's furry head, grabbing her round ears and using them as handles. He massaged her ears and scratched her head fur. Mark bobbed her head up and down Lance's footlong dick, sucking each time her head retreated. Lance groaned above her again, unable to stifle his enjoyment.

Mark withdrew her head for some air. Her mouth sucked the upper half of his cock, making sure to curl her leonine tongue around his head and new foreskin. Her hand reached back up to stroke the man's lower half. Much to Lance's amusement, Mark's other hand had gone to cradle his balls, kneading them tenderly. Unbeknownst to him, they were slowly growing under her graceful touches, already reaching the size of cherry tomatoes from their previous size as small grapes.

"Oh, god," Lance grunted out. "I...don't think I can last much longer." All this stimulation to so many sensitive areas pushed the man closer and closer to the edge, even after having cum just earlier. Mark pulled her head from his cock, immediately making up for the absence of her mouth by stroking him off furiously with her hand. His foreskin rolled up and down his head so pleasurably.

"Why last, Lance? You should cum for me, you sexy stud. cum right in my thirsty mouth." She encouraged him in such a sultry tone, her head immediately bobbing back down over his cock. Lance had his head leaned back over his chair as Mark worked double time, going for that photo finish. Lance's balls had swelled to the size of plums now, indeed to be filled with a fresh batch of man cream. Mark wanted that sweet cream so much.

"Oh fuck...Here it comes!" Lance groaned through gritted teeth and labored breath. Mark felt the man's cock twitch in her muzzled mouth and sucked and stroked as proficiently as possible, awaiting the torrent of jizz just around the corner.

With a long moan, Lance came harder than he had ever cum before. Mark felt her mouth rapidly fill with his sweet, salty fluid, each spurt gushing forth about a cup of semen from his new virile balls. Mark could only swallow so much before Lance's cum filled her cheeks to their maximum capacity. Cum sprayed forth from Mark's lips in small sprays. She grunted as she tried her best not to choke, Lance's cum starting to shoot up and out of her nostrils, dribbling down her flat, leonine nose.

Mark desperately tried to gulp down as much cum as she could, loving Lance's sweet spooge. Her multitasking skills were being put to the test, working her two hands, tongue, and mouth while focusing on swallowing the ever-flowing stream of jizz. Lance's groan continued; the man lost in a state of pure ecstasy. Eventually, the stream slowed, and Mark was able to keep up with the man's spurting cock.

Lance's moans ceased as he reached the end of his orgasm, his cock still twitching in the lioness's mouth. With the supply of cum finally cut off, Mark slid her muzzle free from his dick. The excess cum ran down his impressively large shaft, leaving it glistening and wet. Mark snorted the cum back through her nose before enthusiastically licking her jowls and flat triangular nose clean. She swallowed it down happily, savoring the taste. Her tail swished behind her in joy.

"That...was...incredible." Lance huffed out between ragged breaths. His chest and gut pulsed up and down with each lungful of air. Looking down at the lioness, he noticed her chin was soaked in jizz. A glob of the stuff hung from her, swaying with her head movements. "I can't believe I came that much...That was a lot."

"Yeah, it was. It tasted amazing too." Mark leaned back into a straighter position, away from the man's crotch. She looked up at the panting man, a sly look in her eyes. "So...what d'ya think? My powers are pretty neat, yeah?" Lance took one last breath before answering her.

"Yeah, I almost can't believe it. But here it is, I've got a huge dick." He chuckled to himself, still astonished by what had just transpired.

"Yeah, you do." Mark gazed at the footlong cock still standing at attention, twitching, aching for more stimulation. She wiped the glob of cum from her chin and sucked it off her finger, licking the rest off her chin with her agile tongue. "so what do you say, Lance? Wanna keep going? It looks like your cock could use some...extra loving, and I sure know my pussy could use a good...filling." She ran a furry hand between her legs, teasing both her and the man, who watched with saucer-like eyes. His cock twitched enthusiastically at the display.

"I...I'm not sure. I...really want to. Would I...change if we...fucked?" He looked around the room nervously, shuffling in his seat.

"Of course you would, hun. But that's the best part." She placed both her hands on his knees to stop his shuffling. Her gaze ran over his corpulent body "All this fat, gone, to be replaced by rock hard, rippling muscles, muscles that men would kill for, and women would kill to be held by." Her hands ran up and down his thighs. "All your pasty, pale skin, replaced by a soft, warm pelt of golden yellow fur, just like mine." She accompanied her following description by reaching up and stroking Lance's acne-pocked face. "And your face...your face will be as regal as a king's, yet so much more powerful. The face of a lion king, framed by a majestic, flowing mane." Her description of how he'd change aroused her so much. Her pussy juices were dripping onto the carpet.

"I...I think." Lance had to admit; she was an excellent 'saleslion'. He was definitely considering it. "Uh...I-"

"Of course, I could always leave. I did give you what was promised, a huge cock and a professional blowjob." She interrupted him, running a hand through her head fur and over her ear. "You'll have to decide quickly, though. I'm sooooo fucking needy right now. If you don't give me what I need soon...I'll have to find it elsewhere. I'm sure any other person could make a wonderful attendant for my mistress." She observed her claws as she extended them, looking them over like a woman would check her nails. She awaited his answer, pretending to be disinterested.

Lance thought it over in his mind, over and over. He pondered every pro and con, but the pros were vastly outweighing the cons. He had no friends, he hadn't seen his family in years, his job allowed him to work from home, and he barely left his apartment as was. He found little reason not to take her deal. Who cared if he looked like a lion-man if he was a modern-day Adonis with a giant cock? He had only one question left for her.

"If I do this...If we...do this. Is it a one-time thing? Can we...keep having sex after?" he stumbled through his sentence, unsure if the question would offend her and also not wanting to sound desperate.

"Oh, we can fuck as much as you want, Lance, so long as we aren't busy serving our mistress at the time. I know I won't be able to keep my paws off you once you're done changing. As for the changes themselves, we can always change each other as we wish, or as our mistress wishes." She took a deep breath and sighed happily. "Even better...She might change us herself." She ran a finger up the underside of his cock, teasing it and watching it twitch at her touch. "So what will it be, Lance?"

Lance's heart was racing again. He knew from the changes to his cock that she was telling the truth. Was he really about to do this? Was he about to give in to his lust and become permanently transformed?

Of course he was. He had gone this far already; why not keep going? It seemed like a win-win scenario to him. Fuck it; he'd always wanted a body as she described.

"Yeah, I say yeah. Let's do it, come take this dick." Lance nearly commanded, no longer shy, no longer nervous. He was ready to do this.

"Oooh. That's what I like to hear, Lancie boy." She stood up from her kneeling position, her tail flicking behind her sensually. "I'm gonna make such a stud out of you." Lance looked on with a smirk as she bent over to place her hands on his hairy shoulders. Leaning on him, she lifted one furry leg after another, over his legs and past his hips so she could sit in his lap, using his thighs as her seat while her paw-like feet touched the floor.

Her tummy fur tickled his cock-flesh, and it twitched again at the feeling. A trace amount of pre leaked from his tip and ran down the front of his length. The lioness looked the man in the eyes, an even stronger 'come fuck me' look adorning her face. She reached out and licked the side of Lance's face erotically.

"Are you ready, Lance?" She asked, whispering into his ear. Lance's cock flexed against her in anticipation. His hands grasped her womanly hips.

"I am now, sweetie." He replied quietly yet confidently, wanting her as much as she did him. Mark lifted herself off the man's lap with her legs. Lance's hand traveled back to grope a handful of her round ass, pulling her supple cheeks apart. Her pussy glided up the underside of his cock as she raised herself; her pussy juices mixed with the cum coating his dick was more than sufficient lubricant.

Mark's pussy reached Lance's tip, and she rested her nether lips on top of it. Lance took his cue and grabbed the base of his footlong cock, and felt his way through her warm folds with its head. He felt her hole on his tip, and Mark felt his tip on her entrance, her cunt still sticky with Jenny's cum. Mark looked into Lance's eyes longingly. Then, with a smirk matching his, she lowered herself onto his prick.

Both of them closed their eyes as they felt each other join sexually. Mark released a sigh, and Lance grunted. As Mark sunk further down Lance's colossal shaft, her sighs progressed to moans, and Lance's grunts became groans. They both felt each other in different ways. Mark was feeling Lance's huge cock stretching her open, slowly filling her more and more. Lance was feeling the lioness's tight pussy grip around his new member, massaging it.

Inch by inch, Mark slid down Lance's girth, mewling and moaning as her depths were utterly filled. Lance was helping her along, pushing her hips down as he gripped her ass cheeks, pulling them apart. Mark was getting closer and closer to the base of Lance's cock when she stopped. She gasped sharply and moaned out, a mixture of pleasure and pain in her tone. Lance's tip had hit her cervix, and Mark could go no further.

The lioness still had a couple of inches to go to reach Lance's lap, but as the two opened their eyes and looked at each other in their faces, they knew it would be more than enough. Mark took some weight off her legs by using her hands on Lance's shoulders for support. Lance, in turn, gripped under her furry thighs where her legs met her ass. With their combined effort, Mark raised to the tip of Lance's monster cock. She gasped as the absence of the girthy appendage left her feeling somewhat empty. She already missed the warm, twitching length inside her. She wanted it so bad.

Mark took a deep breath and let herself sink back down Lance's member, breathing out a long mewl as she felt its welcoming girth fill her again. Lance groaned as his new foreskin rolled down his head with her vaginal walls. It was only the second thrust, and the two were already in ecstasy. The two built up a slow but steady pace. Mark slid up and down Lance's slick shaft, her mind beginning to focus on changing the man's body.

Beyond the pleasure Lance was feeling from Mark's tight pussy, he could feel a strange tingling across his torso. He looked down at his gut, eyes shooting open as he immediately noticed the changes sweeping his body. The fat on his belly seemed to shrink away, his skin tightening along with it steadily. His man-boobs did the same, fat burning off and skin pulling in.

As his skin finished tightening, he felt a soft vibrating sensation through the muscles beneath. He watched as his pectorals bulged further out, growing into bulky, chiseled pads of pure muscle. Below those, his now flat stomach rippled outward, his abdominal muscles forming a tight six-pack, as if he'd been doing nothing but crutches for the past few months.

Lance was barely paying attention to the moaning, mewling feline woman impaling herself on his member, too fascinated by the changes currently reforming his being. He gazed over his arms in awe, both still helping the lioness bounce up and down on himself. Whatever fat his arms contained melted away, being replaced by scores of powerful muscles. Lifting the lioness up and down on his lap suddenly became so easy. He was starting to take control, now equipped with the vigor to do so. Mark giggled breathily and pulled her hands from Lance's now staunch shoulders, no longer needing to support herself with her upper body now that Lance had the strength to take over. She ran a hand through her head fur.

"Oh, Lance, you're so strong. I love that in a guy." She purred and gave him a crazed, lusty look. Lance just groaned in response, tilting his head back. His mind was swimming. Everything felt so good. He recognized the same feeling in his arms working through his legs, and soon, it wasn't just muscle growing.

He heard a pop and a few cracks as his legs reshaped their lower half, becoming digitigrade, just like Mark's. His feet mimicked Mark's, becoming pawlike, sprouting pads on the bottoms. Again, his muscles rippled as they grew stronger, bulging out and toughening.

"Oh...god." Lance moaned. The changes happening to his body were wracking him with pleasure. Already he felt so powerful, so mighty, and it wasn't even over yet. Mark made him feel like a king as she gave herself to him. She had her chest puffed out as she rode him, her arms behind her on his knees, propping her upper body up. Lance bent over and licked one of her soft, black nipples. Mark moaned and shuttered at the feeling of the rough texture of Lance's tongue, his new, leonine tongue. Its vast, flat shape easily covered her whole nipple, its rough surface lighting up Mark's nerve endings, making her cry out in bliss.

Lance was about to go for her other nipple when the pressure building in his face stopped him. He opened his mouth only to feel the sensation of his face pushing slowly forward, creaking and popping lightly as his facial bones reformed into that of a lion's. His mouth held open as his face and mouth formed his new muzzle, quite similar to Mark's. Whiskers sprouted from the sides of the new muzzle, and he wriggled his new nose at the strange feeling. His teeth grew out too, becoming the sharp teeth of a large carnivore, and when he groaned, a deep rumble sounded from deep in his throat. The final touches came with his lower lip turning black and his upper lip becoming more jowl-like. He had the powerful face of a true lion; he just needed fur.

"Goddess...you look...irresistible." She complimented lustfully, looking at him wild-eyed. Her animal half was going crazy, needing Lance to finish the last of his transformations so she could mate with another, proper lion that would share the rest of their new existence with their mistress...forever. "Come here, you sexy beast of a man!" She shouted and leaned in to kiss him. Lance eagerly accepted her, their muzzles interlocking and their tongues entangling. Her thrusts down onto him had lessened, but she was only saving her stamina, saving it for when his changes would be complete. Then, he would surely ravish her as she could only dream of.

While the two lovers made out, Lance's skin began sprouting a soft, golden yellow fur, matching Mark's. It grew from every inch of his skin, coating him in a warm pelt. It felt terrific, like his whole body had fallen asleep, and the pins and needles were telling him his body was waking up again, but only in the best of ways. He was waking up to his new self, a new Lance, and he loved this new self. He felt like he could do anything, fight anyone, bed any woman...or man. Lance growled as the last of the fur spread over his new broad hands. His new claws dug into Mark's pelt for extra leverage, leverage he would need for what came next.

Lance broke their kiss and leaned his leonine head back, letting out a roar of triumph. His scraggly, thinning hair burst forth from his furry scalp, thickening and turning burgundy. His burgeoning mane spread down to his neck and wrapped around it, puffing out majestically. Even the bald spot on the top of his head grew back, his neck and scalp all growing the same, dense hair that marked him as a male lion. Mark took in the sight of her male's mane. It awoke something in her, something new. She had the undeniable urge to submit to him, her female instincts telling her she was no longer in control, at least not while mating. Mark pulled her legs up off the floor, folding them on Lance's lap, one on each of his legs. With that, she leaned in towards him, putting her hands back on his shoulders. She craned her head, offering herself to him, hoping he would take her as his own.

Lance growled and leaned in, giving her exactly what she was craving. His powerful jaws clamped down on the scruff of her neck fur, her pelt protecting her from being cut. There was just enough pain to perfectly blend with the pleasure she felt from having her pussy stretched by his huge prick. Mark let out a whorish coo as she melted in his dominating embrace.

"Yeah, take me, my king." She whimpered into his ear. Lance just growled in response, losing himself to the domineering animal side he now welcomed. Mark shuttered. "Make me yours, my king, make me your queen, and do whatever you'd like with me, whenever you'd like," Lance growled again, noticing a pressure at the base of his spine. He sat up straighter, dragging the lioness with him with ease, giving his new tail room to grow. His new appendage snaked outwards behind him, growing four feet long. Golden yellow fur sprouted across its surface as it unfolded, the tip ending in a tuff, naturally, of burgundy hair, just like his mane.

With his new tail complete, so was Lance. His new body and new self radiated dominance. Mark squealed in rapture as he entirely took control of her. The new lion's powerful arms lifted, then pushed the lioness up and down his footlong meat stick. Mark moaned and cried as he took her, his animalistic growls filling her ear. Lance had to let go of her neck to vocalize his intentions.

"Urrgghh" He groaned, fighting to regain control of his rational side. "I'm gonna cum...my queen." He managed to get out through clenched teeth, accepting her invitation to refer to each other as royalty. That's what they were, in a way. Being attendants to the goddess's avatar made them far more important than the vast majority of those changed by these strange yet beautiful magics. He liked the idea of Mark and him taking up these mantles, even if it was just between them. It would be their little game, referring to each other as king and queen while being servants nonetheless.

"Fuck! Yes! Cum inside me, my king! Explode within me and flood me with your seed! Fill me with your cubs, my liege!" Mark howled in ecstasy. Her eyes rolled into the back of her head, and she came. Her head leaned back, and she let a raged roar burst forth. Her pussy clamped down on Lance's cock and squeezed him in all the right ways, sending him over the edge.

Unable to hold back any longer, Lance joined Mark in an orgasmic roar. The two of them shaking the apartment walls and ceiling with their bellows, heads craned upwards, almost competing to be the loudest. Lance's cock pulsed and twitched as it pumped cup after cup of sperm into Mark. Mark's womb was filled in seconds, bulging her lower tummy a little as it inflated much like a water balloon. The rest traveled through the girl's pussy until it sprayed out around Lance's cock like an over-pressurized pipe.

Mark stopped roaring to moan out as the waves of pleasure continued to crash over her, making her mind go numb. Lance followed suit and gritted his teeth as he continued to wantonly fuck her, riding out the latter half of his orgasm. Their tails had subconsciously found each other and were busy intertwining, signaling the beginning of their partnership.

As Lance finally began to slow, he closed his eyes, focussing on his new self and purpose, visions flowing into his thoughts. He could picture Jenny, the sphinx, and the goddess, also a sphinx as clear as day. Lance knew right away these were his new mistresses and that he loved them dearly. He knew he was to worship the goddess and serve Jenny's every want and need, and he was more than okay with that. The thought of fulfilling his role felt so good, almost as good as filling Mark did.

The lioness was clinging to his powerful body now, clutching close to him, panting as she tried to catch her breath. His rigid member was still buried deep within her, and Lance wondered if either of them could bear ever uncoupling. He twitched inside her at the thought of the sex they just had, and she gasped quietly into his round, furry ear.

"Oh, Lance, my king...That was so..."

"Incredible?" Lance finished her sentence. His voice had changed along with the rest of his body. It was deeper and more boisterous, the way a strong male lion such as himself should sound. Mark giggled and nuzzled his neck, digging the side of her face into his luscious mane.

"Yeah." She remarked lazily. The two of them were purring while they embraced one another. Mark pulled her head from Lance, and the two stared into each others' eyes momentarily before joining their muzzles in a kiss. When they broke their kiss, Mark spoke again, softly. "Lance, my king...I think...I love you." She smiled sweetly at him, still feeling him inside her loins. Lance smirked back at her.

"And I love you too, my queen," Lance replied honestly. Mark leaned in and licked the side of Lance's muzzle, their whiskers bristling together. "So, what now?" Lance asked. Mark leaned back and unfolded her legs, pushing herself off Lance, using his shoulders and extra leverage. She grunted, then gasped, then sighed happily as she pulled herself free from Lance's prick. Excess cum poured from Mark's pussy for a few seconds, her snatch unable to bear the incredible volume. They looked down at the sticky mess in Lance's lap and on the chair below him. The obscene amount of cum coating the area around his crotch like icing. Mark scooped some of the jizz running down her legs off her fur and dumped it in her mouth. She hummed in delight at the taste.

"Well, I've finished my task in changing you, so I guess it's up to us to help our betters change the other people in this apartment. At least, until mistress tells us otherwise." She leaned on the table beside Lance by her round ass, her hands grasping the edge. "And as an attendant, you'll have the same powers I do. We can change anyone we like on contact. Sexual contact will speed things up, but contact nonetheless." She smirked at her king, her gaze wandering over the mess. "And our...fluids...will ignite an uncontrollable arousal in humans."

"Good to know, my queen." He smirked back at her, his eyes wandering over her voluptuous golden-furred body. His cock hadn't softened one bit. It bobbed back and forth as he flexed it. "Should we...begin changing others then?" The two were smiling wickedly at each other, their eyes taking in their forms. Even after their crazy rutting, they both crazed another go, and maybe another after that. Mark licked her chops.

"We could...but...I think we have some time for some more...fun together." With that, Lance got up from his chair, grinning ear to ear. Mark turned around and swiped her arm across the trash-strewn table. Scores of cans and pizza boxes fell to the kitchenette floor with a clatter. She bent over and presented for him, propping her upper body up by her crossed arms and lifting her tail. Lance stared at her messy legs and crotch, more ready to add to the mess.

"Alrighty then. If you say so..." He positioned himself behind her and grabbed her hips.

"Mmmmm, feel free to fuck my ass if you'd like, my king. I've not yet had it there." She giggled promiscuously. Lance grabbed the base of her tail with one hand. He bent over her and pinned her to the table with the other, grasping the scruff of her neck. She sighed in delight and pushed her ass out further, feeling Lance's member between her ample cheeks. Lance craned his head closer so he could speak sensually into her round ears.

"Well, if you insist, my queen."