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Ben had been waiting for this night for weeks. The fabled third date. He knew full well Beth was getting impatient for this moment and all the 'traditions' that it entailed. He had introduced himself as more of a traditional man, wanting to get to know his partner first before getting physical. For the most part, Beth was a perfect match. They shared a mutual interest in the sciences; Beth was a lab technician for a local outpatient clinic while Ben was working in an experimental research facility. Not only that, but he loved her smile and her dry wit.

Yet he could tell she'd been expecting more...intimacy before now. She had hinted as much even after their first date. Ben however had shyly refused. He didn't get a callback from her for over a week and wondered what he had done wrong. But, finally, Beth did answer, and he used the chance to explain his more traditional dating views. He had said believed in treating his date like a queen, showering her with affection while getting to know her before any talk of further intimacy occurred. To his delight, Beth actually found herself flattered by the mentality.

Tonight was the long-awaited third date. Beth teasingly told him he should live up to that traditional third date troupe, causing Ben to blush. They were dining at a fancy restaurant, sipping wine and ordering from a menu neither of them seemed to know what to do with. It became a joke of sorts, how they could get away with the most quantity of food with the least amount of money!

Beth had to admit the traditional angle was cute. As was Ben. She was glad he had approached her for another date. He was more than a little shy, and in her experience, the shy ones made the best bedfellows! It had been far too long since she'd had physical intimacy and she could really use a night to let loose.

All evening Ben felt a strange sensation in his gut that he couldn't explain. It didn't feel like indigestion, yet it persisted well into dinner. He felt itchier across his skin, especially around the area of the cut on his hand from earlier in the day. It was minor, healed by this point. But he had found it a little worrisome, given the contents of the vial he had cut himself on.

His lab was currently testing the effects of certain cancer treatments on exposed rats. A tray of vials containing the DNA of a cancer-immune rat was being transported through the lab for further testing. In a haste, an intern carrying the vials had dropped them on the counter, shattering them right where Ben's gloved hand lay. The glass shards were sharp enough to pierce the glove, and Ben yelled as his open wound touched the vial of fluid. He was sure he'd been imagining things, but he could have sworn he'd heard a hiss of gas as the fluid touched his open wound. He immediately rushed to the hand wash station and tried to disinfect the wound, as per the standard procedure. Procedure recommended to visit a doctor but he was assured by his superiors that the risk of infection was minor, so Ben decided to wait until the next day. He didn't want to be stuck in the hospital and miss date night!

Even the itching faded from his mind as they finished dinner and began exchanging knowing glances with one another. After splitting the check, the two of them made their way back to Beth's apartment. Very little was said on the way home, but their body language spoke volumes. They held hands, touched each other, kissed, exchanged longing stares. Ben was hardly aware of the itching on his chest or the aches in his muscles with the promise of the evening's conclusion. Their uber driver simply kept her eyes averted. She'd seen this sort of thing often.

Ben was led into a relatively posh apartment, marveling at the modern art and furniture. Beth told him to make himself comfortable while she when to grab them a glass of wine. Ben felt a little warm in the room and pulled at his shirt to cool himself. Figuring it was just nerves, Ben thought little of it.

Yet, as he accidentally touched his skin, his fingers brushed over something soft, reporting a swash of hair that wasn't present before. He went to rub the rest of his chest when something pricked his skin. He looked down to see his nails were a little sharper than before. And were they dark and black?

A call from the kitchenette distracted him from his exploration, Beth asking if he wanted red or white. "Either is fine!" He called back, shaking his head slightly from disorientation. What was with him tonight?

Not sure what to do, Ben distracted himself with the room's decor while hearing the sounds of a cork being popped and wine flowing into glasses. The level of style and cleanliness was intimidating. Nothing looked particularly expensive, but everything was put together in a way that spoke of exquisite taste. What had Beth seen in him? His drab, barely worn suit was hardly up to the standard she seemed to have set. Yet his worries were alleviated when Beth swept back into the room and began to kiss him deeply. She sat the glasses on her table and wrapped her arms around his neck in a sweet embrace. They made out enthusiastically, nearly spilling the wine in their passion.

After a few moments, Beth broke the kiss and picked up her glass to take a long sip. Grabbing Ben's tie, she pulled him towards the bedroom, giving Ben only a brief moment to sip his own drink. He was very aroused at this point and had no reservations about what their activities would entail. They began making out again while Beth worked at getting his shirt off. Her fingers danced around his buttons and tie before allowing them to fall to the floor. She then shucked off his shirt, staring at the peppering of brown hair that coated his chest. Finding it intriguing. she traced a finger over it sensually, prompting Ben to stare down at his chest. The hairs were far more numerous than they should have been, covering his chest in light carpeting. He immediately grew concerned, having been bare-chested when he'd woken up and shaved this morning.

Beth seemed to detect his reservation. "I like my men a little hairy," she said slyly before trailing her nailed finger down and teasing it towards his groin, causing Ben to shiver in anticipation. Her fingers worked his belt while Ben's worked on her dress zipper. In no time at all the two were naked, and Beth was on her knees giving him the best head of his life. Ben could only moan and stroke her hair, careful of his sharp nails as he encouraged her ministrations.

Sensing he was close, Beth brought herself up, telling him to save the real fun for later. Ben was more than happy to cooperate as Beth lay on the bed. He worked his way over her nethers, exploring every dip and crease while she moaned her approval.

Beth, it seemed, was rather dominating in bed. As soon as she was finished having him pleasure her, she rolled him over, positioning him on his back while she stroked his length. Neither of them noticed how much larger it had gotten over the past few moments. Ben was too enraptured by the excitement to look, and Beth was merely excited by the size of the beast Ben was packing away.

Beth smiled at her lover as she slipped a condom over his massive rod and began gently pressing it against her clit as she rode her hips up and down. Ben was in heaven, undeterred by the pricking on his face below his nose or the itching of more brown hairs encroaching over his body, covering his groin in a soft carpet. He gripped the bed in excitement, barely hearing the soft rips of his clawed hands tearing into her bedsheets.

Yet, even lost in their sex, Ben gasped as something began pressing painfully at the base of his spine and got caught between him and the mattress. Beth simply apologized for being too hard on his cock and gently went to work having it re-enter her folds, teasing the massive shaft more sensually. Ben, once more entranced in the ecstasy, moaned as she took his length inside of her and began riding him up and down. He eagerly matched her tempo, wanting very much to cum and finish her as well.

As they continued to make love, Ben was hardly aware of the cracks and groans coming from his body as he steadily changed. The growth under his ass grew longer and rolled out slightly over the bed. He could barely feel the ache coming from his hands as his nails grew out longer, still digging into the bedsheets. A similar sensation erupted from his toes as they began to grow longer and more flexible. The flesh on his feet grew more course as they touched the carpet and he moved them quickly to avoid the suddenly uncomfortable feeling.

Still lost in their sex, Ben squirmed under Beth's careful thrusts, feeling his spine getting longer as his body shifted, forcing his chest up the bed as his growing fur made him uncomfortable against the sheets. Hips audibly cracked as thighs shrank and thickened, retracting into his stomach. Heels were stretching back on his feet as the hair spread up his ankles.

A bestial grunt escaped his lips as his face started to crack forward, the most painful alteration yet. His nose grew thicker and pink, and the rank stench of sweat and lust encouraged his thrusts to accelerate. His cock was thick and needy, and his mate was in season. A powerful instinct overcame Ben at that moment; he needed to take this female, to rut and cum and make her his, make her swell with his offspring.

Reaching up with his clawed hands, Ben grabbed her arms, pulling her off him and to the side. Beth was surprised by the sudden gesture but made no move to stop him. Using his increased flexibility, Ben was able to keep his penis inside her as he steadily moved atop her and began thrusting in and out in rapid succession.

Beth had her eyes closed the entire time, reveling in the sexual pleasure. She was so close to cumming when her lover's sudden movement brought her away from the brink. About to protest, she suddenly felt him move on top of her and begin thrusting his massive cock in and out. Her powerful arousal needed the seemingly larger cock inside her to stimulate her folds and clit. She enjoyed her sex rough and was happy she had found a man who could truly deliver.

She could feel her orgasmic onset once more and she cried out as her vagina sent micro tremors throughout her entire body. Shaking uncontrollably, Beth felt the bed move as she came, writhing in ecstasy. She couldn't recall the last time a man ever made her feel like this!

"Fuck yes Ben! More!" She cried out, which only encouraged her partner to increase his tempo. He was hitting her in all the right ways!

Beth could feel every vein and ridge across his cock stimulating her inside and out, yet not the familiar throbbing that indicated he was close. It was surprising that he'd been able to hold out as long as he had, but she wasn't complaining if he could make her cum again before finishing himself!

As they continued their now bestial rut Ben could feel the changes accelerating as though his body wanted to match the beast he was becoming in mind. An attempt to cry out only elicited a series of squeaks that his mate seemed not to notice through her cries of sexual pleasure. He could feel his long face pressing out further and further as his teeth started to ache and change inside his skull. Incisors were growing too large in his mouth as they began to thicken and flatten. Ben could see them in the low light of the room now, thick and jutting out of his muzzle like a rodent's buck teeth. Not realizing it at the time, his eyes had grown red and beady, lacking a visible iris but perfectly able to see in the low light conditions of the bedroom.

Best of all, he could feel his modest human testicles getting larger and larger, swelling up like miniature water balloons. Mental images of filling her with seed made him more and more excited as his thrusts continued. His anus, along with the still swelling oval balls began rotated backward along the region of his taint. It forced him to reposition himself somewhat, preventing his growing balls from being crushed by his own weight as he continued to rut.

A warmth in his ears indicated they were stretching up along the side of his head, wider than his head's current circumference. With a series of light pops, his shoulders snapped forward and his chest barreled slightly. Yet his arms remained strong enough to hold his mate in place as he bred her. The last of the changes to overtake him, his forehead began to slope, constricting his skull and restricting his thoughts. But that was OK. Ben didn't need to think. He needed only to rut the female under him, the one who still reeked of need. Ben wanted nothing more than to impregnate her and fill her full of rat offspring to begin their colony!

Beth, meanwhile, began to sense something was wrong. It was more than the bestial intensity of their fucking. Ben's cock seemed somehow larger inside her if such a thing was possible. He had started off loose in her eager folds but the more he fucked her, the tighter his penis became. It was starting to hurt a little. She liked her sex a little on the wild side but this wasn't what she wanted! And he had still not cum. How had he lasted so long?

"Ben?" She asked, somewhat tentatively in the dark. She hadn't been afraid before but suddenly the realization that he was much larger than she came to the forefront of her mind. If it came down to it, she had a can of mace beside her bed, but that, of course, was the last resort. She sincerely hoped that Ben just liked his sex even rougher than she!

Her voice trembled a little as she asked one more time but got no response. She could hear a series of tiny grunts, almost like squeals. They almost didn't sound human! Something was really wrong with this. She struggled to get him off her but found she was stuck. She pushed and pushed against his arms, feeling the same hair that he'd had on his chest earlier. It wasn't truly hair though, or at least not human hair. It was far too soft for that, feeling almost like an animal's fur!

"Ben...stop! Get off!" She yelled, but still, there was no response. What the fuck?! Reaching over, she fumbled for the light on her dresser, struggling against the weight of the man on top of her. It took some effort but she was able to click the light on. The weight on her body did not seem to let up, as though unbothered by the sudden flash or so focused on its goal it could not be distracted.

It took her a few moments for her eyes to adjust, but what she saw terrified her to the core. Sitting on top of her where the handsome guy she'd been charmed by was a massive...thing. It was covered in brown hair, with red beady eyes and a pair of buck teeth emerging from its still growing muzzle. There was a disgusting naked tail sticking out of his backside. Its hunches were round and massive over her body while he continued to fuck her with a very inhuman cock. It looked like a fucking rat-man, though such a thing should have obviously been impossible!

Now nearly fully formed, the massive rat that had been her lover stared down at her with beady eyes. Beth screamed and tried to get away, but the rat was too large, too strong. It held her in place with its clawed hands, yet it did not harm her. It was a small blessing as the rat continued to thrust in and out in rapid succession, its weighty balls slapping against her. Beth was terrified but he was too far gone to stop. She could feel him cumming, the thick fluid making a sloshing sound as it filled the condom that still encompassed its cock.

Despite the fear she felt, she couldn't help but wonder about the bizarre situation. What had happened to him? Had he always been like this, some sort of were-creature? Wouldn't he have told her?

Maybe her words would get through to the creature."Ben...what's happening? Are you in there?" She asked in a hoarse whisper. Ben didn't respond, much to her dismay. He didn't even seem to react to her words, as though they held no meaning for him.

Meanwhile, Ben felt his balls unload into the female, a satisfying sensation rushing through him. Yet something was covering his maleness, something restricting his seed from entering his mate. He squeaked a little in annoyance at the thin latex layer that kept his seed from her. It felt incredibly uncomfortable over his member as he pulled out, trapping his seed within it as it fell off his cock with a splat. Yet, he was far more annoyed with the mere presence of the thing. A virile male such as he should not be restrained by such a thing!

Almost angry now, Ben-rat looked down at her with his need to rut and fill her with offspring unmet. Yet something wasn't right. This puny female would be insufficient. He needed another magnificent rat like him!

Baring his teeth, Ben held his mate in place as he lowered his head towards her naked flesh. Some instinct in him knew exactly what he had to do. A surge of pleasure raced through him as thick teeth pierced the flesh of the prone woman.

"AAAHHH FUCK!" Beth screamed as the rat-man bite into her shoulder. A searing burn of pain was followed by a strange wet warmth. She looked up to see the rat-man licking the wound he had inflicted, lapping at the blood like a sundae.

To her surprise, no sooner had he done so than the wound seemed to stop bleeding, leaving a minor scar on her shoulder. Beth rubbed her shoulder as the massive rat regarded her, as though waiting for something. Fearful, all she could do was sit on the bed, unable to move, unable to speak, afraid that any sudden movement would cause the rat-man to attack.

After a few moments, Beth was overcome with an itching along her shoulder where the bite mark sat. She scratched it idly but then froze, aware of the same wiry fur that her former lover had possessed. And the rough scrape of something sharp on her skin reminded her of the rat -man's claws! Looking down in horror at her hands, thick nails matched what had become of Ben's. She was becoming a rat as well!

Thoughts of curses and were-beasts poured through her mind as she got up and tried to run away. Yet the rat-man was on her in an instant, pinning her down even as her skin was ablaze from the change.

A familiar sensation began welling up inside her cunt as the rat-man's still erect cock searched for her eager folds once more. It was a burning desire to be fucked, more primal than any lust she'd felt before. She needed a cock in her, stimulating her folds and cunt. More urgently, however, she needed to be pregnant!

Beth struggled against the intrusive instincts welling in her mind. She had a life, a job, family! She couldn't want to be a beast, to give in to the urges plaguing her. Yet seeing her own eyes reflected in the blank animal stare in Ben's eyes, she knew that was to be her fate. And it felt so good, feeling the rat man's bulbous member nearing her sex. She let her thoughts drift as a sea of animalistic instincts flooded her mind, allowing to change and the mating to happen willingly as she gave herself to her new mate.

Desiring to pleasure her mate, the father of future offspring, Beth began licking the rat-man's engorged penis, rubbing her tongue over the tip and taking the massive member into her still human jaw. As she did so, she could feel her face start to expand, pressing out into a muzzle as her tongue worked expertly over the tip. Front teeth began growing into a rodent's incisors, yet Beth was careful not to sink them into the slick member before her. Sucking down the delicious pre, Beth could feel her changes accelerate, white fur spread over her body. Several rows of ample breasts swelled up along her chest, and she mashed them with her clawed hand. She loved how horny they made her feel, how powerful. She would be filled with many babies, nurse them from these breasts until they were large enough to spread her joyous infection.

Feeling her mate getting close, Beth removed his cock from her mouth, a line of precum drooling from the tip. She wouldn't waste his precious seed in such a manner, as tasty as it would be. Beth shoved him down onto the bed with her still human arms as her chest began to compact and her arms shrank. Yet she still retained the power to hold down her mate, being the larger of the two of them. And right now, she needed this male's seed.

Ben's thick cock was engulfed by the rat-woman's slick folds as she began to ride him with bestial fury. Like the human Beth had done, she moved up and down his pole expertly, taking what she wanted. Each motion spurred her body to grow larger, more powerful than the puny male below her. Her nose grew long and pointed as whiskers adorned the tip. Ears enlarged, growing over her head to take in every sound. Cracks resonated from her spine as her naked tail grew longer, dropping off the bed. Eyes grew beady and forced Beth to shun the light. Reaching over, she smashed the lamp on the floor, drawing the two of them in the darkness that rodents preferred.

She was so close to her goal already, feeling the waves of pleasure crashing over her as her orgasm built. She knew the male's seed would bring her the release she craved and she revealed in it. His essence would fill her with new life, precious offspring she would need to spread her influence. And she desired to drain every ounce of it from her lover's balls. Though feeling a bit of ecstasy in the process wouldn't hurt, either.

"SSQQQQQQQQQQEEEEEEEEEEEEEEEEEEEEEE!"

"SSSSSQQQQQQQQQEEEEEEEEEEEEEEEEE!"

Waves of pleasure cascaded down the female's body as the male pumped load after load of baby batter deep inside her. The massive cock inside her sent shivers through her entire body, filling her with orgasmic bliss.

She was impossibly full of cum, and yet the male's balls still held more. She could feel him softening inside her, yet she was not done with him. Holding him down, he squealed in pain, though his cock was forced to harden once more and prepare to spill another load deep in her rat cunt.

After several forced breedings, the two mated rats got up to leave, finding the fragrant scents of humans disgusting to their long pink noses. She quickly headed out into the night, away from human things. The smaller subservient male followed. She didn't need him anymore, but he would do her bidding for the chance to fuck her again. His servitude had its uses, after all.

The female felt her many breasts swaying and pulsing from the mating act. She knew she had been made pregnant from the mating and her heart rejoiced, almost able to feel her offspring swelling inside of her.

The female needed somewhere to hide, somewhere dark and dank. Somewhere she could give birth in peace. To raise the offspring before they went out into the world to infect more humans and increase their numbers. And she would rule them all, as their queen. The way she deserved to be treated.