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Lion's Mane: Part 2

By MisstressChange

The deadbolt lock to the front door of Jeff's house made a heavy *clop* as it unlocked. The doorknob turned, and the door was subsequently swung open by Jeff's father, Jacob. He strode into the house, followed by Jeff's mother, Carol. Jacob flicked on the light of the small foyer so they could see.

The two middle-aged parents had gone out to see a movie that night, knowing Jeff would have his friends over. Jacob held a bag of popcorn in one hand and his keys in the other. Carol only had her purse, which she let down from over her shoulder. The two sighed as they stepped into the house. The movie-going experience had been lackluster due to the Friday night crowds, and the blockbuster superhero movie they had seen had been more of the same.

They undid their shoes and kicked them off next to the pile left by the group downstairs, Carol undoing hers properly as not to damage them in any way.

"I see the young ones are already here," Carol said, commenting on the pile of assorted shoes.

"Mhm," Jacob answered with a grunt. The two of them made their way into the kitchen, and Carol put her purse down on the island counter, as did Jacob with his popcorn. Neither of them noticed the yellow-tinged smoke sneaking out from under the basement door but definitely caught the tropical fruity scent that lingered in the air. "Should I go check in on them?" He asked, unsure if Jeff would want him bothering the group or not.

"Yeah, you probably should. Just make sure they aren't smoking pot down there or whatever they get up to." Jacob walked back over to the door leading down to the basement, this time definitely spotting the tendrils of fog leaking out from under the door.

"What the? Is that smoke? What in the fuck are they up to down there?!"

"Smoke?! No way!" Carol needed to see it for herself and joined her husband in front of the door. Just as he said, there was smoke emanating from the cracks around it. "Oh my god! Is there a fire?!" She started to panic.

"No, I don't think so. The smoke wouldn't smell...good like this does. It smells like fruits." He reassured her. He just couldn't help but remark on how good it smelled. The scent caressed their senses, and both of them were beginning to feel a strange tingling in their nether regions. "Alright, I'm going to see what the hell is going on down there." He said, wanting to get to the bottom of it yet also drawn to the intoxicating smell.

He gripped the doorknob and opened the door, unprepared for what came next. As soon as the door swung open, a wall of yellowish smoke rushed out into the open room, overtaking them. The two adults, taken aback by the sudden surge of smoke, inhaled a lung-full of the stuff, its fruity scent quickly overpowering their senses. They both stumbled back from the smoke, coughing violently, every ragged breath only taking in more of the yellow haze.

They scrambled into the living room area to get away from the massive plume quickly filling the house's main floor. The two continued hacking up the smoke, the clean air of the living room gradually replacing it as they did. Their coughing fits made them dizzy and lightheaded, so they both took a seat next to each other on one of their expensive, well-kempt couches to regain their bearings. As the smoke in their lungs was replaced by fresh air, their light-headedness was replaced by a dizzying lust. Their bodies started to sweat as a strange heat arose within them.

"W-where is all that smoke coming from?" Carol asked her husband, huffing from both her coughing and her growing arousal.

"I'm...I'm not sure," Jacob answered, huffing as well. They both shifted uncomfortably in their spots as their clothes made them feel far too warm. Jacob's member grew uncomfortably tight in his jeans, while Carol's panties became unusually moist.

"We should put a stop to it, whatever it is, but...I feel so weird." She was sweating all over, stains appearing on her blouse.

"I know, I feel strange too...almost..." He trailed off, huffing while his hands went for his jeans, undoing the top button and unzipping his fly eagerly. Carol was doing the same to her mom jeans, prying them open to get at the damp cotton panties beneath.

"I feel so...hot...and...and...." she breathed out. Her hands left her pants to pull her blouse open, the buttons flying off the fabric and landing all over the carpeted floor. She pulled the blouse off and tossed it on the floor, Jacobs's polo shirt joining it as he pulled off his own.

Their hands hurried back to their privates, Jacobs's hand stroking his bulge through his boxers and Carol's rubbing her pussy through her panties. Carol undid her bra and let her C-cup breasts spill out. She tended to her nipples with her free hand.

"So...horny," Jacob said absentmindedly. Both of their minds were drowned in lust now. Their only thoughts were of sating their unholy arousals. Jacob pulled his rock-hard, four-inch cock out of the hole in the front of his boxers, stroking it vigorously. Carol dipped her hand under her panties and plunged her fingers into her drooling hole, fingering herself with abandon.

The two both panted away as they pleased themselves. Their body temperatures mixed with their out-of-control lust made them sweat profusely. They used the hands that weren't at their privates to pull down their pants, kicking them off when they got low enough.

The smoke slowly filled the room as it poured in, unending from the open basement door. Soon the living room was blanketed in a haze, forcing the two middle-aged adults to breathe it in with each labored pant as they worked themselves over. Lust permeated their minds, sending them into a semi-feral state as the fires between their loins demanded to be sated.

Normally Carol would have jumped Jacob and rode him until he blew his load inside her aged pussy. But something deep inside told her there was another way of mating that would be revealed to her soon enough. She thought about the word, 'mating.' It felt so right, so perfect to describe the sex she wanted to have, to extinguish the fiery lusts taking over her body and mind. She imagined a beautiful lioness before her, submitting to her so she could mount the beast and breed her, fulfilling their purpose.

"YEESSss," She let out a beastly yet still human growl as she crammed her fingers as deep as she could into her soaking pussy. Her growl seemed to coax sudden changes to her body, making her appearance match her thoughts. The bones in her face snapped and reshaped, elongating into a leonine muzzle, her skin stretching along too. Next to her, Jacob followed her growl up with his own. His legs cracked and popped as they reformed into a digitigrade form, stretching and tearing his socks asunder.

"I'm...changing..." he remarked.

"Yes...I am...too...." She replied, growling through changing teeth that were becoming sharper and more predatory.

"It...feels..." He grunted; Carol finished his thought for him.

"Gooooood," the changing woman groaned. She wasn't wrong. What should have been excruciatingly painful felt better than the best massage they'd ever had. Her face no longer resembled the one Jacob had fallen in love with so many years ago. Instead, it was the face of a powerful lioness, one born to lead a pride alongside her king. Meanwhile, Jacob's feet now resembled a beast's, sharp black claws tucked into the ends of his bestial toes. A ferocious growl rumbled from his changed throat in agreement with her.

Carol's other hand left her breasts to give due attention to her clitoris, which had grown in size. It poked from its hood, aroused, begging to be touched. She growled in her still human tone as the new, intense sensation lit up her pleasure centers. Jacob, meanwhile, cranked away at his growing cock, which now stood at a more impressive seven inches.

The both of them hummed in desire as every muscle in their bodies tightened. Any portions of fat clinging to them burned away, showing off their rapidly bulking and toning musculatures. Jacob's muscles grew larger, only stopping once they had grown threefold in size. He looked like a champion bodybuilder, and his boxers strained over his hulking thighs.

Carol, while not growing as big as Jacob, looked powerful in her own right. Her new, very defined muscles held her feminine curves in place, curves that were further accentuated by her hips. They popped as they widened out, making her form as voluptuous as it was built.

Her hand left her pussy so she could tear her off her panties. The soaked, strained fabric splitting with ease. Her new strength making short work of them. Her other hand stroked her enlarged clit. It provided more than enough stimulation at four inches long and allowed her other hand to explore new changes at her chest.

The semi-lioness felt her breasts expand in her hand, growing to D, then DDs, finally resting at a massive E-cup. Her new breasts dwarfed her hand and spilled through her fingers. Their saggy appearance reversing until they stood proud and perky.

Jacob let out a dull roar as his face mimicked his wife's. It cracked and popped as it stretched outward, and his teeth reshaped in his new muzzle. He gnashed them as he got used to the sensation of having such sharp, carnivore chompers fill his mouth. The sharper they got, the better they felt.

The transforming couple looked at each other through the thickening haze. They recognized each other as the husband and wife they had been only minutes ago, but as they took in their new leonine features, they knew they had a greater calling. They knew they were made to rule together.

"Kiss me, my king," Carol demanded lustfully of Jacob. The male lion said nothing but responded by sliding closer to her. His free hand went up to caress her face, drawing it to his. The two joined muzzles in a passionate kiss. Their flat, wide, rough leonine tongues explored each other's mouths, feeling their new predatory teeth.

Their hands traveled from their own changing genitals to the other's. Jacob gripped Carol's clit, which was now more of a seven-inch cock than anything, and Carol returned the favor. She grabbed his still growing cock, now a daunting ten inches.

As they kissed and pleasured one another, their skin began to tingle. A warmth overtook every inch of them as patches of fur sprouted, slowly coating their bodies in a pelt. Jacob's fur grew in as a deep yellow, almost orange color. Carol's grew in with a nearly white shade of khaki. Both of their pelts were peppered with specs of grey hairs, giving away their older age and wisdom.

As their pelts thickened and filled the last of their exposed flesh, Carol's legs took on the same shape as Jacob's. They cracked and creaked as they took on the same digitigrade form. Also ending in solid paws and sharp claws of a lion. She extended her new nails, and her socks, no longer able to hold their integrity under such strain, tore to ribbons.

Jacob's cock, now twelve inches long and with an inch and a half in girth, finally finished growing. Carol's wasn't far behind, now ten inches long, her new cock traveled up through her labia, the sensitive flesh making way for the more recent. It stopped just above her pussy, stopping its growth at the same foot-long length as Jacob's. A brand new clit took its place.

Jacob, on the other hand, was about to gain the opposite of her. A strange tingling came from between his legs, just beneath his now bigger, plumb-sized balls. It burned with an aching need, and upon reaching down with his free hand, he knew what it was. A brand-new pair of soaking wet pussy lips practically sucked at his fingers as he ran them through his extra genitals. New, blissful sensations rang through his body.

The two moaned into each other's maws as they explored their new equipment. Jacob pushed his fingers further into himself, his love tunnel developing the further they got. Meanwhile, Carol massaged her new testes, admiring how sensitive and soft they were. All the while, they pumped away at each other's footlong cocks. Streams of pre ran down their shafts and over their furry hands.

Their hands, while covered in fur, still resembled the spindly nature of a human's. But as they intensified their strokes, furiously beating the other off, their hands changed to match their new leonine forms. Their hands cracked as they broadened, and the two could feel their flat nails taper out into sharp, dark pointed claws. Their claws pulled into the ends of their fingers, being hidden until needed.

Their larger hands made it a lot easier for them to grab more of each other's meat. Precum coated their hands and shafts, filling the fruity tropical air with their piercing masculine scents. Finally, they felt each other's cock make their final leonine changes as they tapered to a point, their flesh becoming rough with tiny spines.

The two lions shuffled uncomfortably in their seats as new appendages snaked their way from the bases of their spines. Jacob's pushed his already strained boxers down as it made its way from his bottom. Even to the two lust-addled lions, it was evident that these were to be their new tails. Their tails grew to about four feet long before ending in a tuft of coarse brown fur. Their tails swayed happily while they continued to please one another, thoroughly enjoying everything their transformations had to offer.

Suddenly, they pulled away from each other. Their hands leaving each other's genitals and also their own to grasp at their own chests. A feeling of spontaneous growth shot pleasure and pain through their abdomens. Jacob massaged his pectorals, feeling them start to expand, a feeling as alien to him as the new pussy lips between his legs. Carol's hands, however, didn't go to her already massive tits, but below them.

A second pair of breasts ballooned outward from just below her original set. Dark nipples accompanied them, matching her uppers. The flesh grew cup size by cup size until they sat at a substantial D-cup. She played with her new tits, tweaking her new nipples and kneading the new furry flesh in her hands, moaning at her own touches. Next to her, Jacob gnashed his teeth as he fanatically played with his own budding pair.

Jacob's burgeoning tits rapidly filled in his hand. His darkened nipples spread out over them, and the herm lion gave special attention to the new, sensitive parts. He had never felt anything like this before. Once they reached D-cups, the growing ceased, yet, Jacob continued playing with them, enamored. A moan escaped his throat as one of his hands returned to his new pussy, demanding his attention. He loved his new lady parts.

Carol was lost in her own world of pleasure. She went back and forth between her four breasts and cock, oblivious to the new changes coming from her belly. Two more orbs bulged forth under her lower set of breasts, sprouting their own nipples just as the previous did. As her newest pair settled in as C-cups, another final pair began their development. Finally, the furry flesh of her lower belly expanded into a pair of B-cups, dotted a pair of their own nipples.

Carol growled at the electric feeling of having so many erogenous zones touched at once. It was driving her mad. She felt like she ruled the world, like a true queen born to lead.

"I feel...so...powerful...." She managed to growl out. Jacob growled back, suppressing a roar.

"YES!...so...powerful...indeed...so strong..." he turned to look at her and she at him. Their eyes met through the miasma of yellowish smoke, and they recognized the sheer animal nature in each. With several enthusiastic growls, the two shuffled onto their knees, the couch shaking violently beneath them. They turned and leaned over on one another. Their new breasts rubbed together, causing them to shiver momentarily as their nipples connected.

Their hands reached over for one another's cocks, taking hold of their new meat and continuing to stroke and pump the pre-soaked rods. Carol removed her other hand from her breasts to cop a feel of Jacob's. She wanted to feel the soft, furry flesh of her husband's new mounds, as well as show him the touch he had given her for so many years. As they pleasured one another, they grunted and moaned into each other's ears. Ears that were now larger and rounder, slowly moving up the sides of their heads.

Their hair shifted along with their ears. Carol's inverted bob simply became one with her fur, turning the same light khaki and taking on the same consistency as her pelt. It left her looking rather butch overall, her appearance beyond stoic.

Jacob's dark thinning hair, however, turned much coarser. It grew ever longer, sprouting from all sides of his head and down his neck. His bourgeoning mane flowed regally. The dark pepper color changed its hue until it was a deep reddish-brown.

With these final changes, the two were complete as alpha lions. Two mighty roars shook the smoky room as they came in each other's stroking hands. The last of their transformations adding the last ecstatic sensations needed to push them over the edge. Their cocks spurted rope after rope of viscous white lion cum all over the other's crotches and thighs. The excess spooge fell in globs onto the couch below, coating the upholstery.

The two lions panted as they came down from their orgasmic highs. They huffed and puffed, slowly pushing away from the other. Eventually, they sat back down to catch their breath. Even as powerful as they had become, they needed time to recoup.

"That...was amazing," Jacob remarked. His cock still twitched, and residual cum ran down its length.

"More than amazing, my king." Carol followed up his comment. "And my new cock feels amazing too." She smirked wickedly at him. Jacob looked back into her eyes, giving her a look, up and down.

"It's great, isn't it?" He asked rhetorically. The two stopped and sniffed at the air. They could smell a new scent floating about that pierced through the smoky aroma, overwhelming the incense and their own musk. It made their cocks stiffen once more

"Females..." Jacob said, his eyes were starting to glaze over.

"Yes...ready to breed," Carol added. She stood up off the couch and turned to offer her king her hand. Jacob took hold of her, and the futa lioness helped him to his feet.

"Thank you, my queen." Jacob looked into her eyes longingly, and Carol returned the glance. They embraced in a short but passionate kiss before going back to gazing at each other once more. "Shall we introduce ourselves to our pride?" His hand stretched outward in the direction of the basement door.

"Lead the way, my king." They turned toward the open door, and still holding each other's hands, headed downstairs.

Michelle moaned as Tara dug her rough tongue non-stop through her pussy. One of her hands had left the couch's backrest to play with her nipples. She was close to cuming and ground her muff into Tara's muzzled face to pry as much as she could from her sister. Tara's stroked her own twat while with her own hands as she happily ate away.

Across the room, Liz sat in the recliner, Jennifer and Stephanie flanking either side of her on the armrests. She had three fingers buried deep in each of their asses, and they had one of each of their hands buried in her pussy. Their free hands fingered each other while they pleased the older lioness like some kind of love pretzel. Coos, moans, and purrs filled the room.

All ten of their ears perked, and they stopped what they were doing, hearing two mighty roars rumbled from upstairs, sparsely dampened by the thick fog of smoke. The two older lionesses knew those roars instinctively. They were the orgasmic roars of their pride leaders. They knew the five of them would be providing so many more of them.

"Girls," Liz spoke to the room of lusty lionesses. "It sounds like our king and queen have arrived. We should get ready to greet them." The two lionesses at her sides 'mhmm'ed in response and roused to attention as Liz softly patted their bottoms.

Tara pushed herself up from her lower spot on the couch, and Michelle came down, straddling her lap. The sexy time she had spent with Tara quickly faded from her mind as new images of being with her king and queen took over. She wondered what it would be like, what they'd look like. Her imagination ran wild, and she shook in sexual excitement.

"Looking forward to meeting our leaders?" Tara asked the shivering lioness.

"Mhm," Michelle answered, nodding shyly and biting her lower lip.

"I am too, hun. I'm sure they feel the same way." She patted the lionesses flank, signaling her to get up. "What do ya say we join the other three then?" Michelle nodded again and shifted her legs so she could stand from the sofa. Tara reached her hand out for help, and Michelle grabbed onto it, pulling her sister from her seat.

"Over here, girls." Tara said, corralling the three 'younger,' lighter furred lionesses across the smoke-choked room to the area at the bottom of the staircase. The three stood in a row, Stephanie being in the middle. She pulled the other two 'younger' lionesses closer to her by their waists. Their tails swayed happily behind them. Jennifer could almost feel Michelle's shivering from the other side of Steph, and the two girls giggled to themselves.

"I think 'someone's' a little enthusiastic." Steph quipped sassily. Liz *tssk*ed at the girl.

"Don't tease her now. I'm sure we're all very excited to meet our leaders." Liz moved behind the shivering lioness and wrapped her arms around the front of her, messaging her tummy fur. Michelle began to calm; Liz whispered into her former boyfriend's round ear. "When our king finally reveals himself to us, I want you to be the first to suck his cock." Michelle's heart beat faster at the thought of her king's royal penis, standing proud at attention. She nodded and licked her lips. She could almost taste that beautiful cock on her tongue.

The five went suddenly silent when a particular musk made its way into the room. It started as a tickle in their noses, but quickly enough, it was overpowering the incense and filling their nostrils. Their hearts sped up, and their pussies practically drooled as they basked in the vigorous male essence.

They stood, silent in anticipation, their tails swayed keenly behind them. Round ears twitched at heavy footfalls as their masters made their way slowly down the basement stairs. Michelle cooed reluctantly, yet no one seemed to notice. The suspense was killing her.

Then, finally, from the bottom of the staircase, came the two royal lions. Their two forms appearing through the fog, stopping just beyond the last step. Even through the heavy smoke, they looked majestic and prevailing. Their foot-long cocks stood stiff and proud, the precum sheening them, producing the musk that drove the lionesses wild.

The five stared down at the cocks before them, licking their lips like starving people to a feast. Liz and Tara barely managed to pull themselves out of their trance to greet their masters. Tara moved forward, and so did Liz, who let go of Michelle, moving around her. She bowed before the two respectfully, and so did Tara.

"Welcome, your highness," Liz spoke. Tara followed her up with her own words.

"It is a privilege the finally meet you." They stood up straight once again. "I'm sure you'd like to mate with us, to...breed us...." She took a deep breath before continuing. "You will find all of us ready and oh so willing to accept your seed." Jacob gazed over at the three lionesses admiring them.

"These young ones, I wish to mate with them first. I want to break them in." He raised his hand and pointed at Michelle, observing her excited shaking and lustful trance. "You, come warm me up with your mouth." He commanded. Michelle's face lit up like a Christmas tree; she gasped gleefully. The other lionesses turned to her with jealousy in their eyes.

Michelle started toward her king but was halted by Jacob's raised palm. "No," he ordered. Michelle stopped, trying with all her might to not jump the lion's stiff, throbbing meat. "Crawl to me. Slowly." Michell did what was commanded and got on her hands and knees for her king. Gradually, Michelle crawled to him. Like a real lioness stalking her prey. Her lust-crazed eyes never leaving his cock. Her ass swayed sensually, enticing him with her womanly curves.

"Good girl, Michelle." Liz encouraged her as she crawled. Jacob chuckled to himself.

"Yes, good kitten. Come worship your king's royal member." He crossed his arms under his breasts while he watched his little lion slut make her journey across the floor. Finally, Michelle reached Jacob's feet and stopped. Leaning further down, she planted a kiss on each of his feet in adoration. Then, she looked up at him and into his powerful eyes.

"My liege." She said simply in respect. Jacob smiled at her confidently and motioned her to rise with his hand. She obeyed his silent command.

"Very good, kitten, you may receive your reward." The same hand that told her to get up now gestured to his massive rod. Michelle stared at his lion meat the second it appeared in front of her muzzled face. His musk assaulted her nose, making her mind swirl and her pussy drip.

The moment he let her, her muzzle opened wide, and she consumed all twelve inches of his thick cock. It slid through her muzzle and down her throat with such ease. It was like she was born to suck cock.

She bobbed her head back and forth, ramming his massive dick down her throat and massaging it with her tongue each time she retreated. Jacob's hand ran over her head as she worked, petting her. "So eager," he commented. He looked to the two other lionesses, who squirmed impatiently. You two, come join me."

Steph and Jen wasted no time and rushed over, each taking a side. Jacob wrapped his hulking arms around them, pulling them in. "See these tits." He asked, looking down at his mounds. The two nodded, and *mhm*d. "Suck 'em." He commanded. They looked at each other lustfully.

"Yes, your majesty." They answered them dove in, each taking a nipple in their maws. Jacob breathed a pleased sigh at the different sensations lighting up all over his body. He rewarded the two by reaching behind them and forcing two fingers into each of their asses, squeezing muffled moans from them.

Carol watched the four have their fun and, wanting her own fun, looked back and forth between the two 'older' lionesses with an arrogant smirk on her face. Liz and Tara took that as their cue to join their queen. They returned her looks with knowing grins.

"My queen," Tara started, "It appears you are unattended. Here, let us take good care of you." They flanked Carol like Jen and Steph had to Jacob and wrapped their arms behind the small of her back. They each took hold of their queen's footlong cock and began sliding up and down its length, gliding over it well because of the sheen of precum coating it. The two leaned into Carol's torso so they could suck at her many teats. They made sure to afford equal time to each nipple, and Carol grunted at the electric feelings of their rough leonine tongues on her sensitive flesh.

Carol turned her head to see her king, and Jacob turned his own to meet her gaze. The two of them observed the lionesses eagerly serving them. Proud smiles spread across their faces.

"What a wonderful pride we've inherited." She commented. Jacob responded.

"Indeed, they know their places and are 'so' willing to please." The two girls ground their pussies on his bulking thighs, leaving sticky streaks on his fur.

The admiration of their harem was cut short by shouts and calls coming from upstairs, perking everyone's ears but only drawing attention from the two alphas. Jacob and Carol gave one another a mischievous grin, recognizing the voices as their next-door neighbors, George and Shannon. Their improved animal ears also picked up the voice of their neighbor's son, John. Jen recognized their voices too but was far too busy to care.

"Sounds like we have some company," Carol commented mischievously.

"I must have forgotten to lock the door. Oh well." If Jacob had any concern, it didn't show.

"Probably for the best. Now our pride can grow even bigger." Her tone took a twisted turn. She turned to each of the lionesses at her sides. "What do you say you two greet our guests upstairs?" She gave their ample bottoms a playful slap. They pulled their mouths from her eight tits to answer.

"Yes, your majesty." They replied in unison. They slowly dragged themselves away from their queen. Turning to the staircase, their hands holding one another's. As they got further away and made their way up the smoky stairs, they could be heard playfully giggling out of sight.

Carol stepped toward Jacob and visually took in the three lionesses over as they sexed up their master. Her hands rested on her powerful hips.

"So? Shall we breed them now?" the three girls visibly shivered at the word, 'breed.'

"Yes, I believe I'm ready now. They've done a good job working me up." He pulled his fingers from the two's asses, reaching up to scratch behind their ears. "Alright girls, time to get your just rewards."

Carol gently pulled Jennifer from Jacob, moving her to a broader part of the room. Stephanie let go of her king and followed her sister. Michelle eventually caught on and relinquished the huge cock from her mouth with an audible *pop*, then stared up and Jacob with puppy eyes.

"Let's join your sisters, little one." He reached down to caress her soft, leonine face. "I want you to be my first."

Michelle squeed in delight and turned in place, still on her knees. Behind her, Carol had been gently guiding the other 'young' lionesses down onto all fours, their bottoms facing the Alphas. Jacob swatted Michelle's ass, and the girl joined her sisters, hobbling on her knees and giggling as she went.

She bent over next to Steph, who now resided in the middle. All three of them shook with anticipation and anxiety. It was all entirely new for them.

"Ready, girls?" Jacob asked, grinning to himself. All three lionesses gave a nervous "yeah" and arched their backs. Their happily swaying tails lifted to present their slavering pussies, so ready to be filled with leonine cock.

Carol was through waiting and, wasting no time, got down on her knees behind Jennifer, her former son. She drew closer, her spine covered dick in hand. When she was close enough, she rested her tip at Jen's needy hole, teasing the lioness. The alpha grabbed her plaything's tail by the base, using it as a handle.

Michelle and Steph watched as Carol steadily pushed into her. The lioness beneath arched her back and took every spiny inch of her queen. A long, drawn-out, ragged moan exploded from her maw. Her lower body was pinned to the floor by Carol's other hand. Even through the smoke, Michelle could see Jen's eyes rolling into the back of her head.

She turned her head when she sensed Jacob kneeling behind her. He looked back down at her and gave her a friendly smile.

"Would you like me to make you feel like that?" He crooked his head, motioning toward the copulating two. Michelle nodded her head the best she could from her angle.

"Y-yes, p-p-p-please, my king." She was so needy; her pussy dripped on the carpet below her. Jacob responded by shuffling closer and grabbed her tail by its base. Michelle arched her back and lowered her upper body, submitting to him. She gasped when she felt the tip press against her dripping hole.

"I'm gonna fill you with my cubs now. Just try to hold on, little one." Jacob thrust his hips forward, pushing his cock as far into Michelle as her pussy would allow. Michelle's throat let out something between a moan and a roar, and, as Jacob began pounding in and out of her, and her world went white with bliss.

"Hello?!" George called out, entering through the open door. The neighboring family had been enjoying a small fire in their backyard next door. The sound of many loud roars had drawn John to check over the fence, where he discovered the smoke billowing from their basement window.

Thinking their neighbor's house was on fire, the three rushed over without even thinking to call the fire department and knocked on the door. George tried turning the handle, and to their relief, the door opened, unleashing the smoky fog. The three couldn't help but breathe in the sudden tropical fruity scent before entering.

"Carol!? Jacob!? Are you here?" Shannon called out, following her husband through the open door. John hesitated, unsure rushing into a potentially burning building was a good idea.

"Shouldn't we call the fire department? I mean, there's a lot of smoke in here." He asked, apparently being the only reasonable one.

"I don't think so," George answered. "I'm not sure the house is actually on fire." He sniffed at the fog. "This doesn't smell like regular smoke from a house fire." He was right. Except for the initial light coughing they experienced from entering a room void of fresh air, they had no problem breathing. In fact, George and Shannon were enjoying its fruity smell a little too much. They stood in the front of the house, silently, basking in its aroma. Strange and arousing feelings tingled across their bodies.

Finally, John followed them in, walking past them before stopping. He called out.

"Is anyone here?! If no one's here, I'm gonna call the fire department!" He paused for a reply, but none came. As he breathed in the smoke, the same feelings that, unknown to him, plagued his parents arose in his own body. He felt odd. He felt drawn to the bizarre smoke, yet he knew he needed to get out of there deep down.

"Uhh...I think we should lea-"His sentence was cut short as he turned to face his parents. What he saw surprised him. There, in the middle of the foyer, were his mom and dad, aggressively making out. "Uhhhh, guys? Is this really...the...place...for...." What had started as a protest to their behavior trailed off into murmurs. He couldn't help but stare.

The incense worked its magic on the three. John's parents had already succumbed, and John wasn't far behind. He stood, enthralled by his parent's increasingly lewd acts. They groped each other through their clothes. He knew he should find it gross, unsavory, but as he stood there, staring at them, his rising arousal and stiffening pants gave away how hot he indeed found it.

George's hand reached under Shannon's sundress, pulling the hem up to rub his hand on her dampening mound. Shannon stroked George's bulge through his jeans. Their tongues twisted together visibly between their open mouths as they lost themselves to the fires of passion. John's hard-on strained against his sweatpants.

Shannon stopped groping George to undo his jeans. Making quick work of the button and fly, she reached into his briefs and yanked his five-inch long, rock-hard cock out only to furiously jerk him off. George pulled his wife's dress up to her hips, exposing her lavender cotton panties. He pulled the crotch of them out of the way and drove his fingers into her.

John absentmindedly rubbed the tent in his sweats as he gawked at them. He knew he shouldn't be turned on by what was happening, but as he gave in to the smoke's magic, he found himself wanting to join them. Any resistance he might have had broken away, the tides of lust pulling him out to a depraved sea. He pulled his six-inch member from his pants and started towards them, intent on making it a threesome.

He barely got a step forward when he felt a broad, furry hand on his shoulder. He stopped, his bubbling lust only abating momentarily to meet the person who had snuck up on him. A motherly voice answered his unasked question.

"Looks like they're having fun." The voice spoke to him slyly, commenting on his horny parents.

"Maybe he'd like to have some 'fun' with 'us'?" another voice added. John turned his head to see a naked anthropomorphic lion woman circling out before him, stopping so he could still view the two pleasuring each other.

"W-who are you?" John asked. His voice shook nervously and lustfully at once.

"I'm Tara, the lioness," Tara replied, introducing herself. Meanwhile, the owner of the hand on John's shoulder pulled their body close to him, slipping her arm down under his own to feel up his chest. John made a surprised grunt as he was pulled in close and groaned when the person's other hand ran its way across his tented sweatpants.

"And I'm Liz," Liz murmured into the boy's ears. She purred as she felt the boy up. He could feel her massive breasts on his back and her hips lazily grinding against his ass.

"We're here to welcome you into the pride." Tara explained, "It looks like Liz there is keen on helping you out, so I'll tend to these two." Tara took a couple of steps toward John and leaned in, planting a sensual kiss on his cheek. "I'll be right over here if you two need me." She giggled and turned before sauntering over behind George, who was still vigorously fingering his wife. She took the same position as Liz, embracing George and wrapping her arms around his upper body.

"Let's get this out of here, shall we?" Liz pulled the waistband of John's sweats down, letting his pecker bob out. She took hold of his member and began stroking him off. John looked down at the furry hand servicing him, then up to his parents. Tara's hand pulled his father's jeans down along with his briefs. "That's it, hun. You watch them and observe all that happens. I'll take good care of you."

"Mmmmm, you're gonna make a cute lioness," Tara said, murmuring into George's ear, loud enough for John to hear. George moaned into Shannon's mouth as her words hit him. The lioness behind him felt him up sensually, massaging him.

"You're going to make a cute lioness too," Liz added, speaking sweetly to John. John whimpered at her statement, his mind unsure if he should be panicking or embracing his soon-to-be fate. "What's your name, sweety?" She asked him.

"J-j-john." He stammered back, his voice shaking.

"Nice name John." She hummed in contemplation. "How would you like to be...Joanne?" John let out a whimpering grunt at the question. It stirred something within him that he couldn't explain. It felt almost euphoric. "How abooooout...Jessica?" An electric shiver shot through him at the mention of that name, like it was calling to him.

"Y-yeah...J-Jessica." He stammered. The name felt...right to him.

"Ok, Jessica, it is." Liz nuzzled her head into his neck. "Now watch these two transform. Their changes will be yours. Just you wait and see." John or, 'Jessica,' watched his parents as Tara tore his father's shirt clean off his body, throwing the tattered ribbons to the floor. George and Shannon kicked off their sandals to facilitate the first of their changes.

Their legs snapped and popped as their bones recombined, stretching and shifting as they took on a digitigrade nature. Their toes broadened, and their toenails blackened, tapering and pointing until their new claws sunk into their digits. The two parents moaned as their first changes added to the many perfect pleasures flowing through them.

'Jessica' could see their hands taking on the same changes. Their fingers broadened, and their nails darkened, slimming to sharp points. He suddenly felt a strange yet pleasant feeling in his legs. Looking down past the hand stroking his cock, 'Jessica' saw his legs change just as his parents did. They cracked and popped all the same and felt oh so good.

George's hips widened, stretching until he had the feminine hips of a lady. His ass rounded out, too, adding to his new curves. Tara's hands moved to his waist, resting on his hips, helping him feel his feminine shape. 'Jessica' looked up to see his father's curvy lower body, knowing that would be him in a few moments.

He felt Liz's hand run up and down his hips, just as Tara did to George. Each time she ran over them, the curve up to his waist got larger. The same pleasurable sensations he felt in his legs spread to his widening hips and thickening thighs. More of his bottom rested against Liz as it cushioned out. His sweatpants stretched as his ass expanded, so he dug his hands into the waistband, pulling them down. It took more effort than usual to pull them over his new, womanly ass, and his cheeks jiggled from the elastic's sudden release.

"You're gonna be a thick girl, Jess," Liz said, grabbing his ass. "I think our king and queen will like that. More variety." 'Jessica' whimpered at the thought of a 'king' and 'queen.' In particular, he couldn't shake the image of his king's mighty lion penis, standing proud in wait to be served by his watering mouth.

His mother began to take on a much more dominant stance with his father. She leaned into him, feeling her muscles tightening, strengthening. All the while, George's muscles softened, and his frame shrunk. His shoulders narrowed, and his height decreased as he became overall smaller than Shannon. He whimpered when Shannon aggressively pulled him closer to herself, grabbing a handful of his round ass.

'Jessica's' body followed his father's. His muscles softened, and his shoulders narrowed, yet, his height did not change.

"Guess you'll be a tall girl too," Liz commented, still stroking him. Both of 'Jessica's' parents took on further animalistic transformations. Fur sprouted from all over their bodies, quickly filling in the spots of exposed flesh to form their new pelts. Shannon's pelt took on the same darker tawny color as Liz and Tara. George's sported a much lighter, khaki color that the 'younger' lionesses getting pounded downstairs had, where periodic roars of bliss could be heard coming from.

'Jessica' felt his skin tingle all over. His temperature rose as his own pelt sprouted from his skin. The coloration differed from the others, resting between the light coat of his father's and the darker coat of the others. It took on an orangish hue that separated him from the other lionesses.

With the new fur came new appendages, growing outward from above the two parent's bottoms, their spines elongating. Tara moved away from George as his new tail cultivated along with Shannon's. Their new limbs stopped at about four feet long, ending in tufts of coarse fur. Their tails swayed as they absentmindedly tried out their new extremities.

'Jessica' now felt his own tail growing. It snaked its way down between Liz's legs, and she giggled as it tickled her pussy lips. She even started grinding on it, cooing at the meager feeling of its fur bristling on her sensitive flesh.

For the first time since they began, George and Shannon broke their kiss to better accept their successive transformations. They growled and snarled as their faces began to shift, stretching and pushing out into muzzles. Their bones popped and creaked as their furry faces took on the same leonine features as Liz and Tara.

Tara, who had let go of George, sauntered over behind Shannon. As the two growled at their transformations, Tara decided to 'help' Shannon out of her constricting sundress. Claws bared; she tore down the length to its yellow fabric, also plucking at the thin shoulder straps, severing them. Then, like the wrapping on a huge Christmas present, Tara pulled the ruined dress out from between the two horny lion people. Shannon's lavender panties were the only clothes either of them still wore.

'Jessica' gawked at the sight of his naked, furry parents going at it. His father's rapidly feminizing body and his mother's powerful form drove him wild. He moaned as his face took on the same changes as his parent's, growing out into a muzzle. He couldn't help but notice that the moan escaping his throat was particularly feminine, but he liked it. It sounded beautiful to him, or...her. She was embracing the lioness she was becoming.

George and Shannon gnashed their teeth at the feeling as they changed. Their leonine muzzles filled with sharp, carnivorous choppers. Shannon voiced a dull roar and let go of George's cock. She looked him in the eyes and growled. Her hands raised to his shoulders and applied downward force.

"Down...get down and lick me." She half-growled to him. George gave her a feminine whimper and did as he was told. Once on his knees, he planted his new muzzle into her moist muff and began licking away. Shannon purred at the feeling of George's wide, rough tongue on her pussy lips. His whiskers tickled her thighs. Tara kneeled down next to George and joined him, lapping away at Shannon with her own, feline tongue. Shannon's purrs intensified.

As George ate away, the couple's ears shifted higher up their heads, rounding out and enlarging. George's short brown hair became one with his pelt, and Shannon's shoulder-length blonde hair seemed to retreat back into her scalp, turning into slightly longer head fur. Jessica's ears did the same, and her short hair followed the exact change as her father. Liz murmured to her.

"Mmmm. You're almost done, sweety. Just need a couple more changes that will 'really' make you a lioness." Jessica purred at the ideas popping up in her mind. She imagined herself with a pussy, and tits. It was an idea she definitely liked.

As George licked Shannon, he had been jerking himself off, but this was getting harder to do as his dick appeared to be shrinking. Budding orbs expanded from his pectorals, already reaching B-cups. His nipples stretched as they grew, becoming wider and gaining nub-like centers. Tara positioned herself behind George once again, pulling away from Shannon's pussy. She massaged Georges's new breasts as they grew to C-cups.

As Jessica's own breasts formed too, and she pulled her t-shirt off to facilitate their growth. Liz brought her free hand up to caress her new burgeoning flesh. She gasped at the sudden rush of new sensations as Liz tweaked and kneaded her nipples. Finally, her breasts stopped growing at C-cups, Georges at Ds, and Shannon's at a weighty double Ds.

As George's cock shrunk further down, Shannon's clit started to grow. Soon enough, it was a few inches long and resembled a penis more than a clitoris. George abandoned her pussy lips to suck the lengthening member. Shannon petted his head and purred.

"Yes...suck it, you slut." She growled. George whimpered. His penis was far too small to stroke with his hand, so he rubbed it with two fingers. He moaned as he blew Shannon, feeling his balls pull inside him, once empty, his furry sac spreading and splitting into new pussy lips. He, or more accurately, she, slid her leonine fingers through her fresh, new, dampening cunt. Finally, George's cock finished its transformation, settling in as a sensitive clit.

"I wonder which you'll get, hun. A nice juicy pussy or an even bigger cock." Liz purred into Jessica's ear. Jessica wasn't too sure what she wanted anymore. Sure, she wanted to complete her feminization and experience the feeling of having lion cock crammed into her tight twat. But as she watched her former father fingering herself, the desire to fill the holes of others with her own feline member seemed to win out.

As if her cock was reading her mind, it began to grow, lengthening to a whole nine inches, and tapering in Liz's hand. Sensitive spines covered its surface, adding new sensations to Liz's strokes. "Looks like you'll be staying a boy. At least between your legs, that is."

"Yeah," Jessica huffed out, trying to acknowledge her. What Liz failed to see was the wet slit spreading apart between the new lioness legs. Jessica could feel it like an aching itch as her new pussy formed behind her furry balls. Each time her sack would sway from Liz's motions, its fur would tickle her clit it all the right ways. It was getting her to the edge faster and faster.

She stared at George, imagining what it would feel like to fuck the lioness senseless. Her pussy must be so tight and warm. Shannon groaned; she was getting close to cuming. Jessica was too; her girly moans filled the smoky room.

The last changes hit all three lionesses at once. Beneath their breasts, second sets of tits began to bud, new nipples dotting them as they ballooned out. Shannon's grew to D-cups, George's to C-cups, and Jessica's to B-Cups.

"Lucky girls," Liz commented, squeezing Jessica's new boobs. She moaned even louder at the sudden attention.

"Yes, they are. Double the fun." Tara agreed. She played with Georgia's new set, coaxing a moan from the cute lioness. "I forgot to ask, hun. What should I call you?"

"George," Shannon answered for her, out of breath.

"More like Georgia now, eh" Her voice was both sweet and sinister at once.

"Yeah." Shannon huffed out a short laugh at Tara's comment.

"Do you like that name, Georgia?" Tara asked Georgia in a mocking tone. Georgia managed to whimper out a muffled 'mhmm.' Her mouth and throat were full of Shannon's ten-inch lion cock. "And, what's your name, babe?" She asked Shannon as she continued her work.

"That's a nice name; you're close, aren't ya, Shannon?" She asked the futa, sensing tension in her voice.

Uhh, y-yeah." She moaned out in response.

"Good. Cum for me, sweetie. Cum down Georgia's throat. Use her like the slutty girl she is." Tara's voice turned wicked and demanding. Her words pushed Shannon over the edge and, turning her head to the ceiling, she let out an orgasmic roar. Her hands pinned Georgia in place as her cock shot spurt after spurt of hot cum down her throat. The 'younger' lioness teared up, trying not to choke.

The scene before her was enough to send Jessica over the edge too. She cried out in ecstasy, the noise joining Shannon's. Her nine-inch cock pulsed in Liz's hand, firing white ropes of jizz onto the carpet between her and the other three.

The two came down from their orgasms, and Shannon released her grasp on Georgia. The 'younger' lioness gasped for air, letting it out as a squeal and squirting as she reached her own orgasm. Her legs tucked in and spasmed while she lay back in Tara's embrace. Soon enough, her orgasm waned like the others.

The three new lionesses panted, breathing in the smoky air. Finally, Liz and Tara relinquished themselves for their two lovers, Tara picking herself off the floor and letting Georgia lay there. Liz stood with her hands on her hips and Tara with her arms crossed below her bountiful breasts. Gradually, the three others caught their breath, and Shannon helped her new sister off the floor.

"Welcome to the pride, sisters," Tara announced softly.

"We'd love to have more fun with you three, but we think our king and queen would like to 'meet' you," Liz explained.

"Then there be an entire night of fun to be had," Tara added, starting for the basement door. Liz followed her, motioning to the three to follow her. Then, she turned and headed down the steps.

The three new sisters looked at each other, giving warm, loving smiles. Then, they grabbed hold of each other's hands and followed the lionesses to the basement. The three knew where they belonged now. They were part of the pride.

Michelle whimpered meekly as Carol pulled her footlong cock from her pussy. Jizz poured from her hole and over her thigh. Her queen had been fucking her sideways on the floor. None of the three lionesses bred by the pride leaders retained their original positions. Instead, they sprawled across the carpet, exhausted from being shared between the two alphas.

"You were right, my king. She truly was, a good fuck." Carol said as she grinned down at the broken lioness. Jacob had already picked himself up off the floor and stood above them all.

"I feel they have all done adequately. They'll make great mothers to our young." Jacob answered. He looked down at Jennifer, who lay on her back, spread eagle in a daze. Steph's lower body rested on the carpet while her ass stuck in the air, her legs still spread. Cum dribbled from both her ass and pussy, having been double-teamed by both of them.

"I believe so..." Carol trailed off, hearing paw steps heading down the stairs. She turned her head toward the sounds. "It appears our new members are here." She stood up as the two joined near the stair's landing.

"Good, I need at least another round. And some fresh meat." Jacob added. They both chuckled, snarling and licking their chops.

The paw steps got nearer and nearer the bottom of the staircase until finally, Tara came into view through the smoke. Liz followed her up, and the two moved to either side of the stairs to make room for their new sisters. They bowed as the figures behind them stepped down the steps and through the fog, fanning out, allowing their king and queen to take them in.

The three new members bowed before them, and the two alphas growled softly, their fiery lusts rising once again. Jacob decided to introduce himself first.

"Welcome to the pride, fresh bloods. I'm sure you'll enjoy your new life here. I am your king, Jacob." Carol followed him up.

"And I am your new queen, Carol," Carol added. Tara moved forward to introduce the new lionesses. She pointed to Jessica, starting with her.

"This is Jessica, this is Shannon, and this is Georgia." She went down the line, pointing to each. Jessica was busy staring at Jacob's huge cock, Shannon was actively sizing up Carol, and Georgia stared bashfully at the ground. Jacob gave them a short roar, and the three stood at attention.

"Bow before your king and queen, new bloods!" Tara snapped, her temperament momentarily heating. The three bowed in respect. Shannon was the first to speak.

"It is a pleasure to meet you, your majesties. I heard there was fun to be had down here." She looked around, eyeing the three spent lionesses on the ground.

"This is true," Jacob answered. "Would you like to participate?"

"Absolutely." Shannon simply answered. A wicked smirk adorned her face.

"Good," Jacob answered again. "I like your attitude, girl. I'm going to have fun breaking you in. Now come here." He pointed to the ground next to him. Shannon followed his command and strode toward him, hips swaying sensually.

"Yes, my king." She replied confidently. Jacob put his arm around her lead her away from the group. Somewhere he could fuck her 'kitty style' like the previous lionesses. Carol watched them leave and looked not to the new girls but to Tara.

"You. You've been helping Liz run things around here in our absence. I wish to take you next. You and Liz must be bred like the rest, and I've been eyeing that ass since I arrived." She growled in animalistic arousal and crossed her arms over her upper tits. "Let's go." She commanded.

"Oh...Yes, my queen. If that is your wish." Tara skipped over to Carol, and the queen lion let her arms fall so Tara could wrap her own arms around it. Carol turned and nudged Stephanie with her foot-paw.

"Up. You have also earned a reward, taking both of us at once as you did." Steph's ears perked and, like she had been raised from the dead, bolted from the floor. She linked herself with Carol's other arm, and the queen led them to the sectional couch for a threesome. Carol addressed the others. "The rest of you are free to do as you please...for now. I assure you, by the end of this night, we will all get a turn with each other."

Those not on the floor looked to each other, smiles slowly spreading across their faces. Liz went to Georgia and grabbed the shy girl's hand, leading her away. She stopped next to Michelle and held her hand out to the lioness lying on her side. Michelle lazily turned her head up to look at her 'older' sister.

"I've got someone for you to meet, Michelle. Her name is Georgia, and she's a little shy, like you were." Michelle took Liz's hand and was helped to her feet. She smiled warmly at her new sister and gave her a little wave.

"Hiya, I'm Michelle. It's nice to meet you." Georgia gave her a little wave back before letting her arm fall back down. Liz pulled the two girls in and spoke to Georgia again.

"Michelle and I are going to make you feel 'very' welcome here, aren't we?" She turned her head toward Michelle.

"Totally. We'll make you feel soooo good. Liz did the same for me." She giggled, and Liz led them to the free half of the couch.

Jessica stood alone, gazing down at Jennifer, whose head cocked upward to meet her eyes. They recognized each other as the neighbors they had once been; they could smell their scents leftover from their human forms. Jessica sauntered over to Jennifer and got down on her hands and knees over the girl so they could talk face to face.

"Hey, 'Jeff.' How's it going?" She asked slyly.

"Mmm...Good." Jen managed to answer.

"What should I call you?"

"Jennifer, or...Jen...for short," The tired lioness replied lazily.

"That's good, Jen; glad to hear it." She smirked at the lioness below her. "Ya know, as neighbors, we never really got to know each other. So maybe we could get to know each other...as sisters of the pride. I, for one, would love to know...how my dick feels deep inside your pussy." She gave a soft chuckle. Jen gave her a tired smile.

"I'd like that, Jess." She accepted, and Jessica leaned forward, kissing the girl. They embraced for a few moments, then Jess pulled away. "Can we do it in my room? I want it to be just the two of us."

"Of course. Do you think you can make it there?" She asked, taking note of her evident exhaustion. Jen giggled in return.

"For that juicy cock of yours. Absolutely." With that, Jessica got up, pulling the other lioness off the floor with a helping hand. Jessica then, unexpectedly to Jen, scooped her sister off her feet so she could carry her like a bride to her room. Jen wrapped her arms around Jess's neck and gave her a kiss as they went. They passed the various groups of lions, taking in the ambient moans as they all began their fun. The two giggled and took deep breaths of the tropical scent constantly stifling the air.

Jen flicked on the light once they arrived at her room. Once inside, Jess kicked the door closed, and off they went. Jen craned her head up and embraced the other lioness in an open mouth kiss, her breasts rubbing on Jessica's lower set. They moaned into each other's mouths at the intimate sensations they felt.

They shuffled over to Jen's bed before Jessica dropped her sister onto it, making Jennifer squee in excitement. Jessica leaned over Jen, moving her mouth to her neck, kissing and nuzzling it before slowly pushing her stiff cock into the girl's cum filled cunt. Jennifer moaned, feeling every one of Jessica's nine inches slide inside her. The mixture of the two lions' cum squelched out onto Jennifer's bedspread.

"Oh, Jessica...you feel so good inside me." Jen breathed out. Jessica sighed contently.

"Yeah? I could say the same about being in you, hun. But, hold on, it's about to get better." She pulled out, only to thrust back into her, squeezing another moan from her sister. Jennifer wrapped her legs around Jessica's waist as the girl began thrusting into her. She knew she was in for a ride.

* * * *

Jacob stopped in the middle of the room where the floor had the most space, aside from where he had fucked the other three. He turned to the lioness and pointed to the ground.

"Get on all fours for me and show me your tail hole." He commanded.

"Yes, your highness." Shannon did what was commanded. She winked at the alpha male, then made her way slowly to the ground. Arching her back, the lioness raised her tail to present herself for him. Looking back at him, she shot strong 'fuck me' eyes along with a mischievous smirk. Jacob's stiff cock twitched at the visual tease, and he got down on his knees.

He tore the panties from her, then, deciding to take a quick taste of the girl, Jacob craned his head down and licked deep through the lioness's pussy, then worked his way up to her asshole. She voiced a surprised 'oh' at the unexpected rough tongue, then giggled. Jacob moved closer, his tip pressed against her ring.

"Ever done anal, girl?" he asked, grabbing the base of her tail and using it as a handle.

"Not yet. Care to show me?" She teased him with a faux-innocent voice. She knew he'd show her regardless.

"Of course I will. I'll start slow at first, but after that, I'm fucking you into the carpet." Shannon shivered in delight at his supposed plan, excited to see what he could do with that huge cock of his. Jacob pressed his tip against her puckered hole, and she relaxed it in response. She knew she'd need to give him as much leeway as possible to take that vast member.

He straightened his cock with his free hand and pushed forward, slowly entering Shannon's ass. She growled and snarled as her bottom was gradually stretched open. Soon, Jacob was far enough to reach Shannon's prostate, and the pain she felt suddenly converted to pleasure.

Shannon moaned when he pulled slowly back, feeling the comfort of having an empty rectum. But that comfort was quickly dashed. He pushed back into her, going all the way. She cried out in both pleasure and pain, then moaned as he withdrew. The next time he thrust in, she cried less and moaned more, enjoying the feeling her prostate produced. She was getting used to her king's cock.

"Is that all you got, big boy?" She asked cockily. Jacob growled at her question.

"Oh, you want more, you greedy bitch? Be careful what you ask for, girl." Jacob snarled and gave her a strong thrust in, making her cry out. He gradually picked up the pace, going faster and faster. Using his great strength, he pinned her upper body to the floor with his hand while holding onto her tail. Her four breasts cushioned her, and she moaned louder and louder with each thrust as she was indeed, fucked into the carpet.

She did ask for it, though, and as she moaned like a slut beneath her king, she was happy she did.

* * * *

Carol let go of her two selected playthings so she could fall onto the couch. She positioned herself so she could lay across its cushions. The other two watched her, wondering what she had in store for them. She propped her legs up and stroked her stiff footlong cock in her hand. The other hand patted her thigh while she looked up at Tara lustfully.

"Come on up here, babe. Come ride me and get some lion cock in ya. You deserve it." Tara gave Carol an appreciative smile then looked at her cock. She bit her lower lip and hoisted herself over her queen, straddling her hips on the couch. She placed one of her hands on the couch's backrest and the other on her queen's lower set of tits.

"What do you wish of me, my queen?" Steph asked.

"Sit on my face, ride it while Tara rides my cock." Carol commanded. Steph squeed and got to it, carefully stepping over her queen's head to do as she was asked. Carol helped the 'younger' lioness up with her strong arms, letting her plop her sticky ass and pussy down on her muzzled face. The two lionesses faced each other. "Go ahead, Tara, enjoy yourself. You've earned it."

Tara breathed a sigh and slowly lowered herself down onto Carol's leonine cock. Coos and whimpers escaped her mouth as she further impaled herself. Her slavering pussy had been wanting something like this since she transformed, and now, she was finally getting it.

Carol's tongue lashed out, running over Steph's cum slicked pussy. The lioness huffed above her at the first of many licks. Tara sunk further down Carol's member, holding back moans as the footlong lion prick got closer to bottoming out in her. Meanwhile, Carol's tongue lapped away at Steph. She could taste Jacob's cum as well as her own. The air around them began to fill with the girl's moans.

Tara moved up and down Carol's meat stick, and she could no longer contain her vocalizations and joined Steph's moans. The two looked at each other from across Carol's body. Then, without any words, they placed their hands on Carol's many breasts, and their muzzles connected in a kiss. Their tongues lapped at each other's mouths like Carol's tongue lapped at Steph's twat.

The two purred away above their queen. Tara rode up and down Carol's cock, and Steph ground her muff across the alpha's face. Their hands explored the many tits of their queen. They kneaded, tweaked, and pinched her eight nipples between their broad fingers. Carol purred and groaned at the many touches, paired with the sensation of Tara's snatch, which perfectly massaged her member.

The couch below them squeaked and rocked as Tara picked up her pace, vigorously riding her. The two above broke their kiss to moan out, needing to release their pent-up lust. The fires within them burned bright, and Carol could feel it. The queen lioness reached up to play with Stephanie's tits, mimicking whatever the 'young' lioness did to her.

The pressure of their coming orgasms built ever higher within them. They all strained to get as much as they could out of their partners. Tara, in particular, seemed to lose herself to her own animal instincts as she thrust herself upon Carol.

The noises they made joined Jacob and Shannon's, filling the room and adding to the growing cacophony.

* * * *

"Ok, sweetie, just lay down here. Michelle and I are gonna show you how good being a lioness can feel." Liz told Georgia as they reached the other end of the couch. She led the girl by the small of her back, down onto the cushions.

"What do you want me to do, sister?" Michelle asked with a smile spread across her muzzle.

"I want you above her. Show her how to properly suck some tits. But make sure she shows you she's leaning too." Liz explained, sitting next to Georgia. She moved one of the lioness's legs out of the way, letting it hang off the edge. The girl's other leg bent up behind Liz, who only took up the front half of her cushion.

Michelle sat on the other side of the laying lioness, near her head. She looked down into the new girl's eyes longingly.

"Shall I show you what kind of fun you can have with those four fun bags of yours?" She asked. She smirked cleverly at her, making her giggle.

"Yes, please." She cooed in reply. Michelle pulled her legs up onto her seat so she could hover over the girl. Her tits hung above Georgia's face, encompassing her vision. Then, Michelle brought her head down, running her wide, rough tongue over the girl's sensitive flesh.

Georgia gasped, then moaned at the sudden sensation. Michelle went back for more, this time on a different nipple, coaxing the exact same response from the girl.

"Feels real good, huh?" She asked, following up by running her tongue over a third nipple. Georgia moaned before answering her.

"Y-yeah, feels...amazing." She gasped when Michelle licked her final nipple.

"Feel free to try it on me, hun." Michelle made the suggestion, then went back to Georgia's first nipple, sucking it this time.

Georgia moaned, then, taking her sister's suggestion, reached up to lick one of Michelle's dark nipples. The lioness above her hummed in pleasure. Michelle switched to the next nipple, taking it in her mouth and writing the alphabet with her feline tongue. Georgia hummed just as Michelle did, her mouth full of lion tit. She tried her best to mimic what her sister did.

The two made muffled moans as they sucked on each other's breasts, periodically switching from one to another. Liz just watched on, touching herself as she observed them.

"Such good girls. Making each other feel so good. So lucky our pride has Lionesses like you two." She brought her free hand to Georgia's wet, sticky pussy, and, with little resistance, slid two of her fingers in. Georgia moaned much louder in response to the sudden attention to her most sensitive spot.

Michelle, eyeing up Liz, decided to give herself some of the same treatment. She reached down to her groin and plunged two of her fingers into her cum-drenched hole. The sound of squelching and muffled moans filled their side of the couch.

Tara, while riding Carol like a horse, leaned back to better hit her G-spot. Her hand landed on Michelle's bent-over butt. Without even thinking, her hand turned, and her fingers craned downward, cramming themselves into her asshole. The 'younger' lioness made the same moan Georgia had when Liz entered her. The two received a fingering while they sucked each other's tits.

Liz closed her eyes, her fingers getting faster with each stroke. She imagined herself being fingered by Jacob, the mighty king breathing his hot breath into her ear as he played with her, getting her ready for his monster cock.

All three of them moaned and cooed as they pleasured each other and themselves. Their pussies beginning to build toward that sweet release that would have them gushing all over the couch.

* * * *

Jennifer cried out in ecstasy as Jessica plowed her. Her bedspread was an absolute mess, and her legs were locked in a vise-like grip around her lover as she thrust rapidly into her. She was getting close, and the closer she got, the more she clung to the other lioness.

In an unexpected move, Jennifer snarled, suddenly shifting her body weight and pulling Jessica down onto the bed with her. Jessica growled in frustration.

"What are you doing? I was so close!" The futa lioness protested. Jennifer rolled her onto her back. Now on top, Jennifer began riding her with renewed vigor.

"Oh, fuck yeah, that really hits the spot." The top lioness huffed, Jessica's cock hitting her 'spot' a lot better now. She ground her crotch into the other lioness as she thrust up and down on her lover's spiny cock. She slowed for a moment then stopped. She had something else in mind.

With Jessica still inside her, Jennifer turned herself a whole one hundred and eighty degrees so that she faced Jessica's feet. Her tail whacked Jess in the face, and the lioness blew a raspberry to keep any fur from her mouth.

Jen again started to ride her lover once more, Jessica's member hitting all the right places. She leaned forward and held onto Jess's elevated knees for support. "Oh, holy shit...this is good." Jessica groaned and grunted below her with each thrust. When she looked down to watch Jess's prick slide in and out of her, she noticed her partner's new pussy. Jennifer smiled cravenly and took no time reaching down between the girl's leg so she could cram two of her fingers deep inside its moist depths.

"Oh my fucking god, that feels amazing! Don't stop, please!" Jessica cried out. The two were rushing towards orgasm. Jessica's cock twitched within Jennifer, gushing pre into the girl, and she thrust back into Jen while holding onto her hips. Her four tits jiggled about.

Finally, Jessica threw her head back onto the bed and unleashed an orgasmic roar. Her pussy clamped down on the invading digits, and her cock pulsed, filling Jennifer with her hot cream. Jennifer had been on the verge for much longer, and those first few pulses of Jess's dick mixed with the feeling of her love tunnel being filled with hot semen drove her over the edge. She arched her back and roared toward the ceiling. A tsunami of blissful pleasure washing over the two of them.

* * * *

Tara's voice was breaking as she rode her queen, fingers still in Michelle. Her ragged moans overpowered everyone else's around the sectional couch. She was getting so close to cuming, and she could tell her queen was too. Her grunts from below Steph gave it away.

The two on top played with Carol's breasts, taking the four closest to them. The pleasure running through their queen's body had to be maddening. Steph's moans ceased for a moment, only for her to release a long soft moan. Finally, with enough tongue lashing, Carol had pushed her plaything to her limit, and the girl came, squirting her juices and gushing previous cum all over Carol's muzzled face.

Carol loved it; it was beyond hot for her. She lapped up the girl's fluids as well as her own. The musk created overwhelmed her senses.

"Sh-she's gonna cum, I c-can tell. Ge-get ready." Steph's voice stammered as she came down from her orgasm. Still, Carol never slowed her tongue. She even started thrusting her cock up into Tara.

"Fuck, yes! Cum in me, my queen! Fill me with your young! I wish to bear your children like the rest of my sisters!" She screamed out, right on the edge. She pulled a hand from Carol to tend to her own breasts. Then as she asked, Carol came, and hard, groaning into Stephanie's muff.

Carol's cock exploded deep inside Tara, filling her instantly. Her hot lion cum gushed out of Tara's cunt and around her cock. Tara could feel it filling her every crevice, and she roared out, joining the others in the room in rapturous orgasm. Steph's own roar joined hers as she came a second time, Carol's tongue now deep inside her hole.

Their orgasms seemed to last forever, and their continuous roaring mirrored this. As the three rode out the rest of their ecstatic experiences, the two lions atop leaned on each other, joining hands, unable to keep their balance.

* * * *

Girlish moans filled the side of the couch where the three girls shared each other's bodies. Even if the majority were muffled by breast flesh. The two girls on top of each other sucked each other's nipples raw. They wrote little messages on one another like: "I love you," "You are so beautiful," and "sisters."

Liz continued her assault on her own pussy, as well as Georgia's. She had three fingers in each, and Georgia rocked her hips along with Liz's strokes. Michelle arched her back for Tara so she could dig her fingers deeper into her ass while she fingered herself.

The three were getting closer and closer to climaxing, and Michelle's and Liz's fingers worked harder in a bid to get there faster. Liz huffed, still lost in her fantasy of fucking Jacob, of having him fill her with his royal seed, knocking her up with his young.

"Oh, girls, I'm getting close. I don't know how long I can last." The two others seemed to ignore her. They just kept sucking, cooing, and moaning with their mouths full. Their tails swayed in satisfaction.

It was Michelle who broke first. All the attention to her breasts, ass and pussy proved too much, and she shook in orgasmic bliss. As she came, she sucked particularly hard on Georgia's nipple, kneading another with the hand not shoved inside herself. Then, taking her mouth off Michelle's tit, Georgia let out a loud, girlish moan before roaring in orgasm. She squirted all over Liz's hand, her legs pulling back and convulsing.

Michelle let go of Georgia's breast to join her sister and the rest of the room in a mighty roar, her orgasm lasting much longer than it should have. Liz's own, skilled fingers finally did the trick on herself and, she too joined the rest of the lionesses in orgasm. She let her own bestial roar add to the choir of lions, feeling a bond with her sisters and her alpha's.

Georgia felt the same bond with her new pride mates. For the first time since she transformed. For the first time in her life, she felt like she truly belonged there.

* * * *

Jacob drove into Shannon, over and over again. His hips making a smacking sound as they made contact with her ass. He was leaning fully over her now, absolutely pinning her to the floor. Her claws extended out to tear at the carpet as she moaned like a whore. Her four nipples all rubbing against the rough fabric. She had never felt more dominated.

Jacob snarled in her ear. He was so close to cuming. Her tight ass clenched around his cock, squeezing it for all it was worth. She was just as close as him. Every thrust hit her prostate and massaged her loosened insides. Pre dribbled from her cock onto the carpet beneath her.

"I that all you got, little girl?" Jacob snarled out, mocking her previous question. She could only answer with a particularly ragged moan. "I'm gonna cum so hard in you; you'll be leaking my man cream for days." As big as he talked, he was having a little trouble finishing. He needed that something extra, and it was a hot tingling from between his legs told him what it was.

He pinned all his weight on Shannon's back, removing his hand from her tail. Then, reaching between his legs, he found the wet slit just under his balls. Without hesitating, he plunged two of his fingers into the moist lips. They had been denied attention for so long, something needed to be done.

He growled with animal lust. Losing control of himself as so many nerve endings were expertly serviced. His orgasm sped towards him at blinding speed, and so did Shannon's.

With a long, drawn-out, animal groan, Shannon came. Her twitching cock sprayed lion cum all over the carpet below, quickly forming a puddle. Her asshole tightened as she climaxed, sending constricting rhythms around Jacob's cock. Finally, these extra massages to his lion meat were all he could take; he could hold back no longer.

The two of them joined the rest of the room in unleashing their own orgasmic roars. Jacob unloaded his hefty balls into Shannon's ass, filling her like a Boston cream doughnut. Jacob's cum began squirting out around his member and down Shannon's thighs with only a few spurts. The futa's stomach distended from the sheer volume.

They eventually came down from their climaxes, and so did the rest of the room. Labored panting replaced the foundation-splitting roars as all eight lion people recovered from their group rut. Jen and Jess cuddled together on Jen's bed, where Jess would wait for one of the alpha's to take their turn with her.

Jacob pulled his cock from Shannon like a true king pulling his sword from a stone. Cum poured from her, and she let out one last satisfied moan before collapsing on the carpet.

He stood up and turned to look over his pride, all recouping their spent energy. He eyed Liz, who sat next to Georgia, panting like the rest. He approached her, cock still stiff as a board. She looked up at him warily.

"Liz, I believe you're next. You have not yet been bred. Join me." He held out a hand to help her off the couch, but it would prove unnecessary. Upon hearing her king's offer to breed her, Liz seemed to regain every ounce of energy she had before the orgy with extra to spare. She leaped from the couch and into the powerful arms of her king. Wrapping her arms and legs around Jacob, impaling herself on his cock while uttering beastly growls and snarls, losing herself.

Meanwhile, Carol, one of the few lionesses with any energy left, crept up behind the alpha as he drove into Liz. She reached her arms around his front and nuzzled his neck lovingly, purring into his ear. One of her hands came down to grab her still erect cock resting between the alpha's cheeks. Slowly she pressed into his wet, needy folds, drawing a moan from her king. Then, she began thrusting into him, enjoying the warm, moist tunnel around her cock with each push.

Her hand joined her other around his front, both sliding up to grope the alpha's breasts, kneading and massaging his soft, furry flesh. So many sensations overtook his body, and in the dense fog of the basement, he was in heaven. The king tilted his head back and groaned in delight.

"Good girl."

* * * *

The basement walls, floor, and ceiling shook with the discordance of leonine roars of each lion and lioness reaching orgasm at once. All excluding Carol, whose mouth was full of pussy. With the shaking of the basement came the rumbling of the rest of the smoky house.

The roars traveled throughout the cul-de-sac, rousing neighbors from movies, video games, TV shows, and books. Soon, someone was sure to check out the noise and see the smoke billowing from the basement windows and wide-open front doors.

The noise was definitely heard by the few partygoers who had stepped out to smoke a joint across the street. Not to mention the Amazon delivery guy who just finished his last drop-off of the night.

Unbeknownst to the fornicating lions deep in "Jeff's" basement, their pride was about to get a whole lot bigger.