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Vixen Flu

By: MisstressChange

The cruise liner Solstice Spirit, owned by Sunshore Cruise Lines, scheduled to depart Miami harbor on July 12th at 1:20 PM, was bound for the Bahamas in its first of many stops the following week. However, this would be its last voyage.

It would not reach The Bahamas...

Not because it sank, of course. As a matter of fact, one can still visit it at a dry dock near Corpus Christi, where it is still in the process of being salvaged. Or it would be had the salvaging company hadn't gone bankrupt.

It had been passed around through plenty of organizations before ending up there. First, it was the United States Coast Guard, who handed it over to the Navy, who, once the ship had been towed back to American waters, passed it on to the CDC, who then scrubbed the vessel and returned it to Sunshore, who understandably wished to decommission it. Now, it rots outside Corpus Christi.

What doomed the Solstice Spirit during its voyage? Why did it never arrive at its first destination? Truthfully, the Solstice Spirit's last journey was doomed before it even left the harbor in Miami.

At some point that day, while passengers were trickling onto the ship, checking their bags and being welcomed by greeting staff, being handed expensive cocktails and cheap flower necklaces, one passenger boarded the ship, infected with a strange illness laying dormant within their body. Now dubbed 'Vixen Flu' by the CDC.

As the day progressed, so did the virus within their body, where the infected person began showing symptoms. Mild coughing, the occasional sneezing, and a slightly runny nose made the virus highly infectious without ever debilitating the infected, allowing them to spread this new contagion throughout the ship. The perfect vector.

It is theorized that 70-80 percent of the passengers and crew were infected before the 'more overt' symptoms became apparent. These symptoms came on very suddenly and without warning. Pandamonium spread across the ship as the rapid evolutionary effects of the virus took hold, transforming those fallen victim to the disease into walking, talking versions of various subspecies of foxes, all female and all gripped in the throes of vicious heat, causing them all to lose their minds to lust and fornicate with one another, hunting down those unafflicted, especially men.

In the middle of this ship-wide pandemonium sits a group of five friends, all male, originally Terry, Spencer, Elias, Jacob, and Brian, all there to celebrate Brian's betrothal to an exceptional lady, all paid for at Elias's expense, the upstart man having made a name for himself in recent years.

Brian and Jacob were separated from the group before the ordeal began, opting to relax in the ship's sauna. The other three went to the ship's casino to watch Elias gamble copious amounts of his disposable income at the tables. It was the first evening of the cruise, and many an excited passenger crammed the casino floor, most sneezing and coughing into their elbows or hands once in a while. It was a ticking time bomb.

And then it went off...

People everywhere lost control of themselves, clinging to those closest to them in carnal embrace. Patches of fur sprouted from their skin, and the deluge of erotic moaning and euphoric grunting was accompanied by a cacophony of cracks, snaps, and pops as people's forms reshaped into more bestial forms. Faces lengthened into muzzles, tails, and claws tore through clothes, breasts burst buttons, and stretched fabric.

At the center of this transformative, carnal chaos were the three boys, completely in awe and understandably frightened of what was happening around them. It was inexplicable and, until then, an impossibility for the three. At that moment, surrounded by a horde of groping, fingering, oversexed vixen people, all they knew was that they had to get out of there.

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"Go, go, go! Let's get the fuck out of here!" Elias shouted, ushering his two other friends toward the casino's edge. It was easier said than done. The writhing mass of furry bodies blocking their path in every direction made leaving the casino floor more than just a challenge.

"Where do we go?!" Spencer shouted over all the noise. Elias heard his friend through the swell of amorous noise and thought for a moment, remembering the cigar lounge earlier that night that he'd been disappointed to find out was closed. He shouted back in response, crying over the ecstatic moans of the two vixens fisting one another on the blackjack table next to him.

"Cigar lounge! Cigar lounge! It was closed for cleaning earlier! No one will be there!"

"Where is it?! I can't see shit!" Terry retorted, beginning to panic. Elias had no time to explain.

"Just...follow me!" He cried, climbing onto one of the blackjack tables. He turned around and extended a hand to the others, helping them up until all three stood above the crowd. Most other tables were crowded with transforming people, using them to fornicate on. Theirs was the least crowded, only containing two vixens, one sitting her voluptuous ass on the table's edge, the other straddling her lap while they made out and groped each other.

The three boys gazed around the place with confused and disgusted looks. Typically, a casino-wide lesbian orgy would have been right up any of the three's alleys, but the fact that everyone was turning into half-fox people completely ruined the mood.

"What the fuck is going on?!" Spencer asked as if either of his friends could possibly have an answer.

"No idea, man," Elias replied. He gazed around the extravagantly decorated hall, eyes landing on the large pane-glass walls of the cigar lounge. "There!" He shouted, pointing to the dark room behind the glass. The others followed his finger, noticing it immediately. All six of their eyes fell on the mass of foxy people blocking the way.

"How do we get there?" Terry questioned, voicing what the other two were thinking. Spencer picked out the green, felt spaces poking out from the crowd. Table tops.

"The tables! We can hop across to the lounge!" The other two spotted what Spencer was suggesting and nodded hastily in agreement.

"Good eye!" Elias complimented. He squared up to the edge of their table, gauging how far he'd have to leap. "I'll go first." He took a readying stance, as much as he could in his metallic-grey suit, then pushed off the green felt table top.

Spencer and Terry watched Elias hang in the air for a second, holding their breath, then releasing it as Elias's two feet planted on the table across. Elias stroked a hand through his dark, combed hair, pushing it out of his face. He looked back, then motioned the two to follow him.

Spencer was up next, taking a running jump and clearing the gap. After that was Terry, who followed suit with Spencer. When all three were on top of what appeared to be a Craps table, populated by two vixen ladies going down on each other, they moved cautiously on to the next table, then the next, until all three landed on a roulette table closest to the cigar lounge.

The three looked on. There were no more tables left to jump to, and a group of five transformed passengers and one partially transformed roulette attendant lay in their path, all pressed together in a naked line of amorous touching and sloppy kissing.

"What do we do now?" Terry asked. Elias replied with their only possible action.

"We barge our way past them. All three of us. They won't expect it, and our combined strength should break through." He looked back to make sure the other two were still with him. "Then we make a B-line for the lounge, yeah?"

"Yeah," The others agreed. Elias turned and prepped himself for the most bizarre game of British bulldog he'd ever partaken in.

"Ready?" He asked.

"Ready!" Spencer replied, psyching himself up.

"Let's do it, Elias. We got this." Terry added, throwing some much-needed encouragement in the mix.

"Okay. Let's go!" Elias belted, dropping down off the table. The others followed, dropping down and charging behind Elias as the suavely dressed man threw himself at the parade of vixens. He crashed into them, causing an eruption of startled squeals from the half-animal women. Terry and Spencer were right behind him, forcing their way through.

That was until they weren't...

Elias reached the glass door and clutched the handle, turning the fortunately unlocked latch with a victorious cheer. "Ok, let's go-" He stopped mid-sentence, seeing in the glass's reflection that his friends were no longer following him. He looked back, dreading what might have happened to them, what terrible fates befell them. He was greeted by the frightening sight of Terry and Spencer, both grasped at by the vixen women on the ground and those not initially knocked down by the boys' calvary charge.

They clung to the boys with hunger in their eyes, a lustful hunger, like they might fuck the two boys to death if given the chance. One vixen was enamored with Terry's face, kissing it, if not licking it. Another was latched to Spencer's legs humping it and inadvertently smearing her feminine arousal on his jeans.

Elias jumped into action, now too furious at these beasts and concerned for his friend's well-being to care for self-preservation. He grabbed each of his friend's wrists, and they clutched back, linking arms. Elias pulled and, with the two others thrashing and kicking against their lust-crazed attackers, wrenched them free of the fuzzy group. They wasted no time. They bolted for the door, pushing through the opening behind Elias. Elias turned and shut the door seconds before the foxy fiends could get at them.

The vixens slammed against the door's thick glass, their naked tits and thighs pressing against the glass in a lewd display. Evidently, the glass was strong enough to keep them at bay, but Elias struggled to keep it closed with the combined mass trying to push through.

"Help me!!" He groaned, straining to press his total weight against the door. The others joined him, adding their body weight to the mix. When Elias had the wiggle room to do so, he hastily removed his suit jacket, spun it into a makeshift rope, and tied it around the handles. He reinforced his jacket by taking his tie off and adding it to the two handles.

When the three were confident that Elias's suit would hold, they slowly, cautiously backed off the door, gazing out at the horde in disturbed astonishment.

"I-I can't believe this is happening..." Terry marveled.

"Yeah, what the fuck?" Spencer added. Elias just held his gaze to the glass barrier holding back the crazed vixen women. They knowingly pressed their bodies against it now, purposefully showing off their goods to the boys while making the most sensual noises, barely muffled by the glass. One cross-fox lady lifted her muzzle to the tiny space between the double doors and spoke to the three boys.

"C'mon, boys! Let us in! We wanna taste of you, feel you inside us too. Let us in! We want it sooooo baaaaaaad." Her voice dripped with lust, fogging the glass.

She suddenly disappeared from sight as Elias drew the blinds across the glass wall and doors, darkening the unlit room. The three were alone now, or, at least, they felt alone, now that their view of the vulpine mob outside had been obscured, although the sounds of their tits rubbing on the glass remained. They looked at each other dumbfounded.

"I think we're safe for now," Elias said. Spencer cut in immediately after.

"Yeah, 'for now.' But we can't rely on Elias's clothes to hold that door; it's only a matter of time before they tear through the fabric, and that's if they don't find something to break the glass with first."

"Well, what do we do? Where do we go?" Terry asked. Elias cut in again, a solution already cooking in his brain.

"First, we find Brian and Jacob. Then we find other 'normal' people that don't seem affected by...whatever is happening here. Then we all fight our way to the bridge and contact anybody who could get us off this ship." He suggested adamantly.

"And where are Brain and Jacob?" Spencer asked.

"I think they went to the spa to use the sauna before it closed. Though that was over an hour ago." Terry replied.

"Well, I think it's our best bet so far." Said Elias. "If they aren't at the spa, we'll check their cabins. And if they aren't there, we'll have to go alone until we find them."

"And what if they're like those...fox ladies...out there?" He asked, pointing in the direction of the muffled moans and whining.

"Then they're not our friends anymore," Elias said solemnly. "We'll have to leave them. If we can even find a way off this ship." The others hung their heads for a brief moment.

"First thing's first, we need to find a way out of this lounge." Spencer reminded.

"Right," snapped Elias. "Uh, I'll look for a light switch. You two check around for another door leading out of here.

The three split up to perform their tasks. It didn't take long. Elias was quick to feel out the light switch, and with a *click*, the gaudily decorated room was illuminated, not to mention the double doors leading out to the ship's main promenade, closed and locked, of course, as Spencer's attempts to turn their handles proved fruitless.

"Locked. Shit... Well, at least we don't have to worry about anyone or anything barging in from this end." He mentioned.

"Yeah, but if those creatures get in, we'll be cornered." Elias rebutted. He moved past his friends and shook the handle. It was, indeed, locked. "Shit..." He swore.

"Well, how are we going to get out of here?" Terry asked.

"Your guess is as good as mine, dude," Elias replied. He let out an exasperated sigh and flopped down on one of the lounge's black leather chairs. He leaned forward, unlatched a humidor on the table before him, and plucked a cigar from its interior.

"Anyone got a lighter?" he asked. The other two shrugged their shoulders and slowly returned to the door from where they'd arrived. Meanwhile, Elias searched the table for anything that could spark a flame.

"This is crazy, huh," Terry mentioned, pulling the blinds open a crack to peer out into the carnal madness of the casino. He scratched at his face. It felt like his beard had grown considerably since this afternoon. He noticed Spencer doing the same, holding the blinds open a crack with one hand and scratching his face with the other. He turned his head to look at his friend, shocked by what he observed.

Spencer's entire face had hair growing from it. Not just where his beard would have been had he not shaved every morning. It was...everywhere...and colored with shades of khaki and grey.

"Uh..." Terry murmured. Spencer turned his gaze to Terry.

"What?" He asked just before his eyes bulged from his hairy face at the sight of Terry.

Terry's face looked much like Spencer's, although the hairs sprouting across his visage were rustic orange.

"Dude?! What's with your face?!" Spencer exclaimed. Terry didn't know how to respond. He simply pointed back at Spencer with an accusatory finger.

"Dude! What's with yours?!" He asked back. The two's eyes centered on the finger Terry had thrust at Spencer, and their bewilderment only heightened.

Terry's face wasn't the only part of his body growing orange hairs. His hand and arm were covered by it, thicker, courser, like fur. Moreover, Terry's fingernails were black now, much slimmer, too. They grew from smaller, daintier fingers, and the two couldn't help but arrive at the same conclusion. Claws.

"Dude! Your hand!" Spencer yelped. He noticed Terry's other hand and made an immediate correction. "Your hands!"

Terry raised his hands before his face, turning them over as he studied them with a terror-stricken visage. Spencer checked his own hands, discovering the same changes were occurring to them, too, the only difference being the coloration of his pelt.

The two looked up at each other, immediately noticing how the ends of their noses had blackened and extended about an inch. The triangular points of their ears stuck out like sore thumbs. Fear gripped them like a vice. Neither wanted to admit what was happening, but it was too obvious not to.

"It's... It's happening to us, too." Spencer whimpered. "The same thing happening to all those people out there." Terry spotted the prominence of the larger canines in his friend's mouth.

"No..." Terry breathed with quivering breath, exposing his own longer canines. They both took a step back from each other. Elias was now searching behind the bar for a pack of matches and remained oblivious to the changes his friends were undergoing.

"Ah!" Terry exclaimed. A loud *snap!* emphasized how his face started growing, like something was pulling his nose, mouth, and jaw forward as if it were made of putty. His blackened nose now had a broader, more canid shape, sporting a leathery texture. It was the only part of his face that wasn't growing fur. In fact, There was so much fur that Spencer couldn't even see Terry's skin anymore. There was a sharp *pop!* in Spencer's face, and his eyes went cross to stare down at the tawny-grey muzzle entering his vision.

"What do we do?!" Terry squeaked, his voice breaking.

"I... I don't know!" Spencer squeaked back, his voice breaking, too. He paused to clear his throat, although when he continued, the pitch of his voice had climbed dramatically. "I... I don't want to be like the others..." He said, confused by the new voice emerging from his throat.

Terry's hands rose to his face, new, leathery paw pads on his palms and fingers, feeling the fur and vulpine muzzle emerging from his former visage. His eyes drifted down to Spencer's chest. Two undeniable growths were forming on his upper body, the chest growth of a young lady long into puberty. What had been modestly toned pectorals now tented his polo shirt as soft, round shapes.

The gravity of what would happen to them hit Terry like a bus. They were turning into females, just like everyone inside the casino had, or were in the process of, at least. His left hand sunk to his chest, feeling two round, squishy mounds rolling and bunching beneath his t-shirt.

This realization shorted something out in Terry's psyche, like water poured on a computer. He experienced an unrestrained panic at the impending loss of his manhood, and darkness crept into the borders of his vision. Yet somewhere within his mind, blossoming like a spring flower, was a warm, calming notion that worked to calm his nerves. A 'voice,' so to speak, that told him, 'this was fine,' that, 'this was good,' even. The mental tug of war occurring in his mind had the transforming boy breaking down, and the hand still at his mouth struggled to stifle a chuckle.

Spencer gazed over his own form, watching his waist shrink under his polo. His shaking, vulpine hands cupped the two slowly expanding breasts. His ever-growing ears twitched at Terry's sniggering, and he looked up to see his changing friend barely trying to contain himself as he devolved further into girlish laughter.

"You think this is funny?" Spencer asked, taking offense to Terry's apparent mockery of their situation. His voice was quite feminine now, having lost much of its weight and risen in pitch. Terry looked insane, holding his vulpine muzzle, an unrepentant smile splitting his face while his eyes glimmered with terror. Terry stifled his giddy laughter enough to respond.

"We...we're turning into girls!" He belted out, punctuating his sentence with another bout of laughter. "I Guess we won't need to worry about getting laid anymore! How are we supposed to get our dicks wet..." He paused to giggle at what he was about to finish with. "When we won't even have dicks to get wet anyways?!"

Terry erupted into a deluge of feverish laughter, leaning on the blinds for support. Spencer couldn't help but smile, a smile that became a toothy grin. His transforming friend's laughter was as infectious as the virus neither knew they carried inside themselves. He broke out into the same jubilant laughter Terry was already invested in. Every belt of laughter fed the warmth within their psyches like a kindling fire. The more they giggled, the more their terror and panic subsided and the more comfortable they felt in their new, still-changing bodies.

Elias emerged from behind the bar, freshly cut cigar in his mouth and a cheap envelope of matches in his hand. He fumbled with the matches, only breaking two before the third was lit. Holding it up to the cleanly cut end of the stogie, Elias drew breath, sucking the flame into the end of the cigar until it finally caught.

He shook the match out and tossed the envelope onto the bar counter. Taking the first few draws of his stogie, he took it between his fingers and checked the evenness of the burn before his friend's laughter broke his concentration. "What's so funny?" He asked, speaking up over the commotion. He looked up to where they were. His eyes shot open the second he laid eyes on them, and his satisfied smirk sunk in disbelief. The lit cigar fell from his fingers, landing on the linoleum floor near his dress shoes.

"Wha-...What the fuck happened t-to y-you guys?" He stammered. Realistically, he already knew what was happening to his two friends. The same thing was happening or had already happened to the people in the casino. What alarmed Elias the most was how they'd changed so much in so little time.

They were already covered in fur: Spencer, a swift fox in Khaki-grey, and Terry, a red fox in rustic orange with white under his...muzzle...and on his neck leading down to his chest. Their ears had grown longer and broader and were very much triangular-shaped, now nearing the tops of their heads, heads with long locks of hair flowing down over their shoulders.

Their breasts were a little more than just noticeable now. They shook with every giggle and snort the two made. That laughter began to wane, and the two foxy friends doubled over as they caught their breath. Spencer was the first to look up at the other. He eyed the other fox; something sensual flashed in his eyes, and when Terry looked up, he recognized it immediately.

The two straightened up, both still leaning against the blinds. Their feet and ankles cracked as they took on new shapes, digitigrade shapes with extra joints, heels pulling up their shins. Spencer *oooh*ed at the sound and feelings of their final transformations. He spoke up, his voice unmistakably feminine and spiced with a playful sass.

"I think you're right about the whole 'getting your dick wet' thing." She said, looking into Terry's eyes. There was a voracious hunger in those eyes, a hunger for something beyond mere sustenance.

"Yeah?" She asked, her voice just as feminine as Spencer's, the only difference being the predatory gruffness that matched the hunger in her eyes.

"Yeah," Spencer sassed back playfully. The two inched closer to one another, eyes only breaking contact to flicker over their voluptuous forms, still covered by clothes barely clinging to their daintier frames. "Why would I need to get anything wet...When I'm so wet already?"

Terry's mouth curled into a mischievous smirk, and she reached her hand around to the small of Spencer's back, pulling them together. Their pants fell to the floor: Terry's jeans and Spencer's dress pants, unveiling the fuzzy tails growing beneath from just above their ample rears.

Their muzzles opened while their eyes closed, and the two embraced in a long and sensuous vulpine kiss. The second their lips met, their hands were all over one another. It took no time for the two to yank their boxer briefs down, letting gravity do the rest of the work to not interrupt their obsession with each other.

Had Elias not already vaulted over the bar counter and bolted for the locked door, he would have seen the two vixens reach down between their long legs and stroke through each other's sex. Muffled coos floated across the room, but Elias couldn't hear them. He was occupied, wrenching at the door handles, desperately trying to escape what his friends were becoming...or, more aptly, had already become...

Terry and Spencer hooked their fingers into their lover, expertly handling each other's femininity like they'd had pussies all their lives. They arched their backs, pressing their breasts together like four furry balloons. Their kissing became more passionate. Periodically, one would break the kiss to moan loudly throughout the lounge. Each moan would cause Elias's panic to rise, and soon, he'd taken to frantically ramming the doors with his foot.

Terry abandoned Spencer's lips to bite Spencer's neck, giving her a fangy nip that made the other vixen shudder. She hummed into Spencer's ear, carried by the rumble of a low growl.

"Your fingers feel so good inside of me, Spencie." She murmured.

"I could say the same about yours, Terra." Spencer quipped. The two thrust their vulpine digits further inside the other, wiggling and curling them in a way that elicited delighted gasps.

"Wish I had a big, veiny cock to bounce on, though." Terry mused, the thought of a male's member growing her smile.

"Oh, I couldn't agree more, hun," Spencer replied. The thought had been thrust into their minds, taken over, and had both girls side-eyeing the man making all the ruckus across the room. They turned their heads to take in the sight of the handsome, well-built man going to town on the door in his shiny grey suit pants, flawless white dress shirt, and stylish dark blue velvet vest.

Spencer bit her lip, and Terry licked her chops. "Are you thinking what I'm thinking?" Spencer asked.

"Oh, I'm more than thinking..." Terry replied. "I'm craving..." The two uncoupled and stalked toward Elias, the man utterly unaware of the impending attack.

Elias gave the door another few violent kicks. Then, something broke, and with one final *bang!* both blew open. The promenade beyond was deserted, save the few couples or groups of vixens too busy with themselves to notice Elias or the noise he'd made smashing the door open.

His legs moved to run down the wide hallway, but the four furry hands that suddenly grasped his shoulders and midsection held him back.

"Noooooo!" He cried. The two fox women pulled at him, clinging to his clothes anywhere they could find a hold. He fought them as they pulled him into their curvaceous, naked, furry bodies, struggling with fists and elbows to tear himself free. But two was too many to fight alone, and even with their shrunken height and upper body strength, their digitigrade stature well made up for it.

"Get off of me!" Elias screamed. "I don't want to be one of you!"

Groping hands grabbed his form, seeking out his strong musculature, lingering on his ass, and outright stroking his bulge. The two vixens hugged his body close, each humping one of his brawny legs, staining the expensive fabric with their profuse arousal. Spencer eagerly fumbled with Elias's belt, yearning for the prize in his pants. Terry nibbled on his neck, unable to contain her lusty hunger.

"Come on, Elias, mate with us." Spencer crooned. Terry took her teeth off Elias to add her own frenzied words.

"Yeah, give us your seed. Knock us up. Fill us with kits!"

The more she spoke, the more unhinged she sounded, her excitement overtaking her. She dropped from her place behind him and slid to his front, her eyes now level with Elias's crotch. She expertly unlatched Elias's belt and tore his fly open. Elias felt her snout poke inside and plant itself on his bulge, now only concealed by his boxer briefs. She took a few deep sniffs, and as he was about to object, Spencer planted her snout on his open mouth, sticking her tongue inside.

The idea of having what was basically an animal's mouth on his disgusted him to no end, and in a panicked fury, he pushed Spencer off of him, sending her spilling onto the carpeted floor. The swift fox landed on her ample rear, giving a startled and offended "Heeey!"

In a way, Elias was glad Terry went for his pants; it made it far easier to break free. He grabbed the red fox by her long blonde hair and yanked her off him. Then, with a quick shove of his foot, he sent her crashing to the floor with Spencer.

Seeing his chance, Elias broke into a run, sprinting out of the lounge and down the promenade without looking back, only stopping to check the ship's posted signage for the spa...

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Elias stumbled through the doors to the ship's spa, clutching the soft protrusions growing from his chest while trying his best to ignore the extra hair sprouting from his face and hands.

The spa was deserted, which was unsurprising, considering it was still supposed to open for another hour. He figured at this hour, on the first night of the cruise, there was a reasonable chance not many people would still be using these amenities. He considered himself lucky there were none of those creatures about.

He'd feel even luckier if he weren't currently changing into one of them.

Elias shook the frightening thought from his head, trying his best not to reach for the new pointed ends of his ears. He had to get to the others. He just had to. It was his only chance to get some help and stop whatever was happening to him.

Intrusive, disturbing thoughts replaced the ones driving his fear. Thoughts of the two boys he was searching for. Thoughts of them...naked...and kneeling at either end of his furry body as they...mated...with him...

Why 'mated?' Why had his mind chosen that word? 'Railed' would have worked just as well for what they'd do to her- Him!... him.... what they would...do to him....

He really needed to get some help. These changes were screwing with his psyche as much as his skin.

Elias growled and clutched his temples, the heels of his hands inadvertently touching the long triangular shapes and the fur sprouting from them. Startled, he jerked his hands away and continued searching the corridors, winding his way to the saunas.

His shifting ears twitched when they picked up two male voices. As he scrambled down a hallway whose arrow-shaped sign read, 'changerooms,' the voices got louder the further along he got. Then, there was a passageway. It led to a narrower corridor, its walls tiled in white.

Sweaty and tired from all his exertion, Elias rounded the last corner leading to the main changing area, only to collide with someone who happened to be turning the same corner.

The two fell to the tiled floor, landing on their rears, grunting and groaning. When Elias looked to see who he'd slammed into, he was not only relieved to find they were human but his friend, Jacob, as well.

"Jacob!" Elias exclaimed cheerfully, already picking himself off the floor. Jacob was dressed in nothing but a towel around his waist, a miracle it hadn't fallen off in the collision.

"Elias?" Asked another voice. Elias turned up to see Brian, also in nothing but a towel, standing over the two. He reached down and offered a hand to Jacob, who took it before being helped to his feet. Elias smoothed out the newly formed wrinkles in his suit pants.

Even while slowly transforming into a fox lady, Elias was as vain as could be.

"Oh, my god." Elias blurted out, still catching his breath. "I'm so fucking glad I found you."

"You don't look so glad," Jacob commented, pointing out Elias's panicked and disheveled appearance.

"Yeah, what's going on?" Brian asked, eyebrow curiously cocked.

"Did you forget to shave this morning?" Jacob asked, his finger shifting to Elias's face. Elias's eyes shifted about. His hands rose to his face. The hair growing on it had thickened since he arrived at the spa. He felt his blackened nails stroking the sides of his face, a cruel reminder that he was, indeed, becoming like the others, and he didn't have much time.

"Uh..." Elias stammered. "Yeah...must have forgot..." He shook his head, trying to get his foggy mind back on track. "That doesn't matter right now. We need to get off this ship!"

"What, why?" Brian asked. Judging by Elias's appearance, the man had an incline that _something_must be arry. He knew his friend would never let himself get this...shabby...without good reason.

"The passengers...the crew...everyone! Everybody on this ship are turning into some kind of...creatures! Like...foxes or something..." He paused for a moment to swallow, taking a breath. "They already got Terry and Spencer... I watched them turn before my very eyes...then...then they attacked me!"

Brian and Jacob both looked at each other incredulously. They were half-expecting the ship to be taking on water or even an attack by terrorists. Nothing like this...Elias sounded like he was going insane.

"Fox...creatures..." Jacob said, pulling his eyes from Brian's to Elias's, the two giving each other skeptical glances, then back to Elias. They stared at him like he was in the middle of telling a joke, both awaiting the punchline. Elias's gaze darted back and forth between the two.

"Dude, you guys...you've gotta believe me. We have to go... now!" Elias urged, becoming more frantic by the second. Jacob opened his mouth to say something but stopped when he noticed some subtle movement from Elias's ears. The two barely dressed men turned their eyes to Elias's ears, specifically the prominent points and black fur growing from them.

Elias's ears had begun crawling up his head, and the two others watched in morbid fascination. Centimeter by centimeter, Elias's ears worked their way up to his scalp, moving through his black hair.

"What...are you guys staring at?" Elias asked. A sudden *snap!* echoed throughout the changeroom, and Elias straightened up in shock. It definitely came from his face. Elias knew most of all. He felt it resonating through his skull.

The sound drew the other's attention straight to Elias's nose and mouth, which popped and cracked as it slowly pushed forward, millimeters at a time.

Jacob and Brian leaned forward, squinting in disbelief as the skin at the end of Elias's nose blackened and shifted textures.

"Guys?" Elias asked again, nervousness making his furry skin break out in a cold sweat. His gaze shifted between the two as they peered closer.

"I think..." Brian started. "Elias might be...telling the truth..." As impossible as it seemed, the truth was staring the two right in the face. Jacob took a cautious step forward and leaned closer to Elias's face, zeroing in on his growing muzzle and discolored nose.

Elias leaned away from his imposing friend, self-conscious about his shifting features...but also...because some very intrusive thoughts were forcing their way into his mind. Further evidence that the changes were invading his psyche.

Something about his two friends, in nothing but their towels, awakened a new part of his consciousness. It left his mouth dry, not just because he'd been sprinting across the ship. Something inside him wanted to rip those towels off them and...and...

His eyes flickered over Jacob's upper body. His friend wasn't as fit as him, but he was fit enough to draw the attention of his lingering gaze. Jacob's toned stomach made his stomach queasy, and his heart beat in strange rhythms. Conflicting thoughts of amorous partnership warred against disgust, and, with much effort, he pried his eyes from Jacob's form and brought them up to his scrutinizing face. The closer it got, the harder it was to keep them off Jacob's lips...

Jacob's face gently swayed this way and that while he observed Elias's partially muzzled face from different angles. Elias looked back at him uneasily, repeating a single mantra in his head.

"Don't kiss him. Don't kiss him. Don't kiss him."

"What the fu-" Jacob began saying but was interrupted by Elias, who'd planted his lengthening lips on his. Jacob didn't know how to react. It was a first for him to kiss another man, let alone one with what appeared to have half the muzzle of a beast. The kiss lingered a few moments before both men snapped out of it, Jacob pulling back in disgust and Elias pulling back in embarrassment. Elias clasped his clawed, furry hands to his half-muzzle, feeling the leathery pads of his palms over his facial fur.

Jacob stepped away from Elias, wiping his mouth with the back of his hand and raspberrying the residual feeling of Elias's lips off. "God, Elias. What the fuck!" He shouted before going back to raspberrying.

"Dude, Elias..." Brian started. "I dunno if you have a thing for Jacob, But maybe coming on to him while you look..." He gestured to Elias's form with his open palm. "Like this...isn't the best idea."

"I'm so sorry. I don't know what came over me." Elias hastily apologized, barely taking his furry hands from his muzzle. His hands began to lower as something, some feeling of intense arousal, encroached upon his mind. He marveled at Jacob's manly form. "You're just...really cute..." He added, his voice's pitch climbing as he spoke.

The two looked upon Elias, whose clothes hung looser on his frame. Elias leered over Jacob's body like a horny schoolgirl at her favorite member of a boy band made flesh and blood before her.

"Just...one more kiss?" He asked insistently, his voice almost reaching the peak of femininity. He stepped toward Jacob, and Jacob pulled away nervously.

"What? No!" Jacob protested.

"Dude, Elias!" Brian added, also stepping away from the transforming man. Despite Elias's looser-fitting clothes, his chest overtly tented his vest and shirt, displaying how obviously large the fleshy orbs beneath had gotten. The two humans noticed these protrusions as much as they heard the popping and cracking of Elias's bones as his hips widened, shoulders narrowed, and heels climbed up his calves, adding new joints.

Elias stepped out of his dress shoes, now walking on the balls of his feet, feet which had shredded the ends of his socks, displaying his clawed, canid toes. He'd lost a few inches in his accelerating changes but gained those inches back due to his legs' still-morphing structure. His triangular ears might even earn him another few inches, technically making him taller than before.

Every spot of revealed skin was covered in a grey-speckled, black fur coat. His face no longer resembled his own. Instead, the pointed muzzle and vulpine ridges of a foxy face replaced it. Jacob and Brian continued to ease away from the beastly man...woman?... neither was sure how to identify him or her anymore.

Jacob continued relinquishing from Elias, Elias still stepping toward him with a hungry look in his vulpine eyes.

"C-c'mon...Jacob..." Elias coaxed in his all too feminine voice. It carried the same confidence Elias usually had, only with a higher pitch and lacking the weight that defined its masculine nature. "Lets...mate together... You'll have the time of your life, I promise. I'll...even let you...fill me with kits..." Elias said. He appeared to be having trouble forming his words, like a part of his mind was fighting whatever was compelling him to speak his obscenities.

"Uh..." Jacob replied nervously, a disturbed and confused look screwing up his face. "I'm good, Elias..." He reached up to scratch his face, his skin irritated by extra hair sprouting from his pores. Elias's pants slipped free of his slimmer waist, revealing his, or her, wider hips and smoother crotch, the latter luckily still covered by the stretchy fabric of his boxer briefs.

A tail unfurled from beneath the lower hem of his now draping dress shirt, its fuzzy plume uncurling like a blossoming flower in the spring sun. His tail lifted as it rose from beneath, pulling the lower hem and thus pulling the shirt tight to his body, showing off more of his feminizing body. The top button of his vest burst off, having been strained to its limit under the size of his expanding breasts. It landed next to Jacob's toes, and startled, Jacob glanced down at it for a mere second.

It only took that brief moment of distraction for Elias to catch an opening. She surged forward in a pouncing motion, pinning the human against the wall. Jacob cried out in surprise.

"Ah! Elias! Stop!"

There was no stopping her. Elias's predatory instincts, mixed with the frenzied lust of a furious heat, propelled her against her to-be lover. She craved his manly musk, his masculine musculature, his...virile seed...

Brian could have helped Jacob. The two could have easily worked together, pried the beastly woman who once was their friend off of him, and thrown her to the floor. But Brian was hesitant. He noticed the additional growth and points on Jacob's ears, not to mention how hairy his skin had become since he'd received his unwanted kiss.

Brian backed further away, awestruck by their situation. He just...watched as his friend was groped and slobbered on, struggling to escape his lascivious attacker.

"Brian! Help me! Get him off!" Jacob shrieked. Elias opened her maw, and her long, vulpine tongue dragged up his terrified face.

"Mmmmm, you taste so sweet, Jacob. I can't wait to see what your cock tastes like." She grabbed a handful of Jacob's man parts, and Jacob yelped. Brian looked on, afraid to go near the two lest he began transforming into whatever Elias had become...

"I'm...I'm going to get some help." Brian stammered, shuffling his way toward the change room exit. "I'll be back! I'll be back, and we'll figure this out!" His feet slapped against the ground as he bolted out of the changeroom, holding his towel in place. Jacob watched his 'friend' essentially abandon him from around the side of Elias's cheek fur.

"Fuck you, Brian!" he shouted, hearing his voice echoing off the tiled walls.

"We can fuck him later." Elias crooned. "But right now, all I want is you, handsome." Whatever could have been left of Elias was gone now, diminished and taken over by something that wanted nothing more than to fornicate.

Jacob's face made a dull *pop!*, and Jacob felt the center portion give way, slightly entering his field of view. His eyes turned down, cross-eyed, only to see the same black coloration on the tip of his lengthening nose. The same that Elias showed earlier.

He panicked, fully understanding what was happening to him and wanting none of it. His fight-or-flight instincts kicked into high gear, and with a surge of terror-powered adrenaline, he slipped past the vixen pressing against him. He started to run for the exit but only managed to get a few bounds before his right foot was grasped by a leathery padded hand. He felt Elias's dark claws graze at his hairy flesh before he felt himself hit the floor. Winded, he tried desperately to scramble away, but a sudden weight on his back made that impossible.

"Playing hard to get, huh?" Elias teased with an overconfident and sultry tone. Jacob felt her vulpine hands clutch his sides, tenderly groping his modest muscles. He heard the bursting of buttons and winced as a few of Elias's vest and shirt buttons glanced off his back and shoulders like tiny meteorites.

Elias pulled the garments off her body from atop his back, throwing them as far as she could. Nothing was concealing her body now but her boxer briefs, and even with them on, Jacob felt the heat radiating from her groin onto his naked, increasingly hairy skin.

The briefs didn't last much longer than her other clothes. She tore at the hugging fabric with her new claws, ripping the crotch apart to expose her sopping pussy, which Elias dragged across Jacob's back, leaving shimmering trails over his developing pelt.

Jacob's hands were sprawled out before him, having thrown them out when he fell to avoid injury. He gazed in horror as his fingernails took on a darker color, made even more apparent by the black fur sprouting from his hands and forearms.

"No!" He shouted. "I don't want to be like you!" He wriggled and squirmed under Elias, jostling her about as he tried to free himself. She yipped as she lost her balance and slid backward off of him as he pushed his upper body off the tile. He yanked his legs free from under her bottom and kicked at the floor to find purchase. Easier said than done, considering its polished surface.

Elias quickly recovered, and a second before Jacob managed to get a solid hold on the floor, she reached out and grasped his ankle. She yanked him toward her, again throwing him off balance and sending him to the tiles below. This time, Jacob turned onto his back, intent on kicking Elias off of him, his towel unraveling in the process.

But Elias was already crawling over his legs, and Jacob's meager kicks proved ineffective without adequate space. She was on him faster than he could cry out in protest.

"You're a feisty one, aren't you?" Elias teased. She eyed her new mate's sizable member, her black tail swaying excitedly behind her. She sat on his legs and bent her body low, opening her maw and taking a long lick of Jacob's flaccid cock. A faint touch of rigidity flowed into it, signifying Jacob's reluctant arousal.

Jacob propped his upper body up by his arms and reached out with one clawed hand to push back against Elias's vulpine head, to push her off his cock. But she was persistent, and her heat-driven need to mate gave her the strength required to resist him and continue her lewd assault.

"Elias...stop..." Jacob demanded, although the fight in his voice was absent, coming off as more of a suggestion. His voice also sounded softer, quieter, and with a heightened pitch. Elias repeatedly licked Jacob's length like she would an ice cream cone on a hot day. Each time her tongue caressed his member, it grew harder, and Jacob's willingness to get her off of him waned, dissolving like a sugar cube in water.

"Still want me to stop, Jacob?" She asked playfully, her voice breathy and hot over his member. Before he could muster an answer, her muzzle gaped, and she swallowed every inch the boy had. He felt it slide over her tongue, past her tonsils, and down her throat. He made a little moan when her lips touched down on his crotch.

"Uh..." Jacob answered. He wanted to say 'Yes! Get the hell off of me, you monster!' or something along those lines, but something held him back, and its grip on him was growing.

Growing, much like the two soft orbs on his chest.

They weren't the only things growing. Jacob's face continued its gradual stretch into a more pointed form. The fur growing from its pores was dark, almost black, but the fur around the rest of his face, which he couldn't see, was a white and khaki blend, fading into the darker fur of his muzzle and ears.

Speaking of his ears, they had grown substantially. They were nearly bigger than Elias's; however, they lacked the same triangular points she had, instead taking on a more oval appearance.

Elias sucked the boy off until his member couldn't get any stiffer. It throbbed in her mouth, and it twitched in her throat. She tasted his precum and knew it was finally time to mate. She'd waited long enough.

Elias popped her muzzled mouth off the boy's cock, looking him in the eyes as he looked back down at her. His maw hung open, nervously or excitedly anticipating what would come next; he couldn't decide. Elias began crawling up Jacob's legs. The confidently predatory look she gave him made his heart skip a beat.

"Not so...hesitant...are we now, Jacob?" She asked, her voice growling with lewd intentions. Jacob swallowed a lump in his throat, trying hard to find a response. None came.

"I can tell by how hard you are that you want me to ride you. You want to release inside me, fill me till I burst. And why wouldn't you? Look at me. You desperately want this, don't you?"

She was straddling his lap now, resting his rock-hard member between the slippery folds of her sex. She looked down at him from above, towering over him, Imposing her form over his with poise. "Don't you?" she asked again.

Jacob should have said no. Perhaps five minutes ago, he would have. But the warm, bubbly feeling bursting inside his psyche kept him complacent. Psychologically, it was like being tucked into a warm bed or submersed in a jacuzzi, its lavishing waters not too hot or cold. It calmed the frightened senses that gripped him before. He no longer feared what he was becoming, and, as uneasy as he was to admit it, he wanted to mate with Elias.

"Yes, I do," Jacob replied. His voice was unmistakably feminine, mousy too. It squeaked out, and Elias held a hand up to her ear.

"I'm sorry, I didn't hear that. You do, or you don't?" She asked again, her tone mocking the soon-to-be bat-eared fox. She ground her pussy on the underside of his member.

"Yes, I...I do!" Jacob repeated, louder this time. Even when raising his voice, Jacob's still seemed soft, only now it sounded more desperate.

"I'm sorry. What do you want me to do?" She asked, toying with the vixen-to-be. Her tone gave away her revelry in making the transforming man below her beg and squirm. And squirm he did, knitting his furry eyebrows together while his lips trembled. His eyes were locked on hers, afraid to look away.

"Oh, god! I...I want you to mate with me! Please mate with me, Elias!!" He cried, showcasing the upper volume of his new voice. He sounded like a cute little lady, which was more than appropriate, considering how his body had changed.

"Good boy." Elias praised, rising to rest Jacob's tip against her virgin entrance. "Or, judging by how you look. Perhaps I should say...good girl..."

Those words struck a nerve within Jacob, and he let out a whimper at those words. He sucked in a girlish gasp when Elias sunk down on his cock, taking it all in one fluid movement. She was tight, but that wouldn't be a problem. In the time between the blowjob and now, Jacob had lost an inch of his length.

Elias took to riding Jacob immediately, first moving fluidly up and down, getting him to hit all the right spots, then speeding up until she was bouncing off his cock. Jacob let out a few feminine grunts, which heightened into jubilant moans, joining those of Elias.

The sick sounds of sex competing with the two's vocalized gratifications nearly drowned out the snaps and cracks of Jacob's hips as they widened, spreading Elias's legs further apart. Neither noticed his hips nor did they notice when Jacob's shoulders began to narrow, the crackling and crunching of his bones an afterthought to the pleasures each felt.

Jacob's short muzzle finished snapping into place, his face completing its shift to his new bestial form. His ears followed right after, the bluntly tipped oval shapes coming to rest atop his head, sporting black fur at their ends and khaki near his scalp, from where his shaggy brown hair had grown several inches since Elias's arrival.

Jacob looked nothing like himself anymore, and with each rise and fall of Elias, his new vixen form took fabulous shape. The soft mounds of breast flesh had stopped growing, at least a few cups smaller than Elias's. They were modest in comparison, but when Elias saw them, she knew they'd feel just as heavenly to the touch as hers. Heavenly for both of them.

The silver fox removed her hands from her lover's stomach and planted them on his new khaki-furred breasts. She dragged her leathery-padded thumbs over his nipples, pulling those sensitive, erect nubs along. Jacob yelped in surprised pleasure, unfamiliar with such intensity, having lacked the nerve endings all his life that now came alight with novel sensations. Elias pinched the erect nubs, grinning at the half-vixen below her as Jacob moaned and squirmed.

They were close to climaxing, and with a fluffy tail snaking out from under him, Jacob was close to completing his transformation. With the pair of breasts bulging from his chest and with his cock taking less and less space within Elias, Jacob figured 'she' described 'her' best. Her mind had changed significantly, and what was left of the 'old Jacob' no longer showed.

She was a new vixen. She only needed one last thing...

Jacob moaned like a whore, her orgasm gradually seizing control of her body, thanks to the skill of Elias's nimble hands and tight snatch. The bat-eared fox rolled her hips and arched her slender back as a rapturous orgasm shook her petite, furry body. Her shriveling cock twitched and pulsed within the other vixen, each lurch of her cock sending tingling ripples across her body, bristling her fur as it stood on end.

This was the last male orgasm Jacob would experience, for inside of Elias, as Jacob's cock squirted the last of her male virility into the silver fox, it relinquished inch by inch, shrinking back down into her pelvis and leaving Elias with nothing to ride. Nothing but a clitoris. It was the only thing protruding from Jacob's new vulva.

Jacob's spunk dribbled from Elias as she lifted herself off the bat-eared fox's hips. "Now, this doesn't seem very fair to me. You get to finish, but I'm left unsatisfied with a mess to clean up?" Her crotch inched closer to Jacob's short-muzzled face, stepping towards her on her knees. Jacob's ears pinned back, and her face turned up as Elias loomed over her. The bat-eared fox's nose nearly pressed against her lover's sex, and the silver fox's musk choked her with each inward breath.

"I know how you can rectify both these issues, though." Elias continued, staring down at Jacob with a nefarious grin. She rolled her hips forward, pressing her sticky sex against Jacob's whimpering muzzle. "Lick, girl... Clean me till I'm spotless."

Jacob looked up into her confident, commanding eyes, their lustful gleam flashing dangerously. The bat-eared fox swallowed a deep lump in her throat, afraid to break Elias's insistent gaze. "Better get to work, girl."

Jacob blinked and turned her eyes down to the spunky pussy wedged against her muzzle. Gingerly, she stuck out her tongue, sliding it through the tangy folds and musty 'cream' coating them. A satisfied sigh came from above, coaxing Jacob's tongue further. She lapped her cum from Elias's sex, swallowing the last scraps of her virility. Elias shivered and rocked her hips over Jacob's muzzle, twitching as the bat-eared fox's nose rubbed on her clit.

"Don't be AH!- afraid to get in there deep, sweetie," Elias murmured. Jacob stretched her tongue out and took another extended sample of the two conflicting flavors of Elias's outer nethers. She became accustomed to the taste, and her tongue more eagerly flickered out, curling as it drew back toward her face.

Elias's moans filled her oval ears. She closed her eyes and dug further in, slipping inside the girl, cleaning her, and getting her off just as the silver fox instructed. Spotless... she'd lick her 'till' she was spotless...

Her head tilted upward, forced into its new position by Elias's crotch, for Elias was becoming unwieldy above her. Elias ground her pussy into Jacob's face, and Jacob tongue-fucked Elias's hole. The silver fox rode the new bat-eared fox's muzzle, rolling her pussy harder and harder into her mate's snout. Jacob's tongue darted in and out of Elias. She must have been doing an excellent job, for the changing room echoed her lover's amorous moans.

The sensations struck through Elias's new body like lightning in slow motion. Blew over her like a hurricane. If only Jacob would hit that one 'special' spot within her, she could finally find that feminine nirvana she craved.

"Keep going, Jacob. Don't stop now. Lash my pussy with that mouth of yours! Roll it! Curl it! Make me cum!"

Jacob did what was asked...commanded... She hooked her tongue against Elias's inner walls, her hot breath puffing on Elias's clit through her nose while Elias ground her button on it.

There was a moment of silence. Elias's moans had suddenly ceased, leaving the sloppy sounds of Jacob's mouth pleasing. Elias was experiencing a moment on the edge, suspended in time, where she felt like she might float away. These were the few moments before orgasm where, if Elias relaxed and let the sensations between her legs take their natural course without forcing it, she'd reach a new level of ecstasy she'd yet to experience. It was the moment before a wave crashed down over itself, and Elias's body was that wave.

"Oh!... Fuck!" Elias cried. Her toes curled, and her legs seized, her body quivering with her first female orgasm. A musty fluid leaped from her clenching pussy, spraying Jacob's muzzle and coating it down the length of it. Jacob's tongue continued lapping at Elias, the girl on top writhing in exaltation. Jacob only ceased her meticulous task when Elias lost control of her legs and, therefore, her balance, causing her to tip over, toppling to the tiled floor.

Jacob licked her muzzle and sat up, pushing off the ground. Her puzzled face observed Elias's twitching form sprawled out on the tile, pondering if the silver vixen would be all right. Elias's chest heaved as she caught her breath until she gradually regained control of her faculties.

Elias rolled lazily to one side and draped a hand on Jacob's thigh, sighing as she prepared to make a statement.

"Honey... that was incredible. You are truly talented." She praised, touching her hand to the extra fluff above her chest.

"Th-thank you, Elias," Jacob replied sheepishly, avoiding the Silver fox's stare. "I tried my best." Elias rolled onto her stomach and gripped Jacob's furry leg.

"Oh, don't be so modest, dear!" She made an 'ok' sign with her index finger and thumb. "That was some fine pussy eating. You should be proud."

Jacob smiled and blushed, looking away from her foxy lover. "You flatter me, Elias...really. It was nothing."

"Yeah, it was. You made me fall over. And that's really something. Especially for my first time." Elias rebutted. She gazed over at the exit to the room and was reminded of their still-human friend on the loose, probably still returning to his cabin if that was his intended destination. She slapped a paw on the floor beside Jacob, who started at the sharp *whap!* her pads made on the tile. "Hey! We should go mate with Brian!"

Jacob's ears perked at the mention of their friend. "Yeah?" she asked, letting the idea ferment.

"Yeah! You deserve it after giving me such excellent service!" Elias pushed herself off the floor onto her knees. "C'mon, girl! Let's go break our pussies off on some of that good 'Brain meat.'"

Elias extended a hand to the bat-eared vixen, and Jacob took it, giggling.

"Well...when you put it like that..." She paused as the two helped each other up. "I'd love to join you."

Elias leaned into Jacob, and the two vixens shared an adoring kiss. They broke their embrace, and Elias gripped Jacob's hand tighter. She led Jacob out of the room and down the hallway where she'd entered as a much different person, their girlish laughter echoing throughout the spa.

*******************************************************************

Brian stared at the 'out of service' display on the top right-hand side of his smartphone's screen. He'd tried every way he could to communicate with the outside world, but none yielded any success. The Wi-Fi was down ship-wide, and he lacked the gear to get a satellite signal. He was screwed. All he wanted was to get in touch with his beloved Jannice, whom the whole disastrous trip was meant to celebrate their coupling as soon-to-be husband and wife.

He'd picked Jacob to bunk with him, Jacob being his best friend of the four others. The two had a spectacular view of the ocean from their small balcony, but that view had been soured by the events unfolding on the ship, that, and the fact that it was nighttime and not much else could be seen but the full moon reflecting off the blackened waves.

Brian held his phone up over the edge of said balcony, leaning over the railing in a desperate attempt to find any bit of service his phone could connect with. He knew it was futile, but he had to keep trying anything he could, lest he finally turn to the path that required the most risk, fighting his way to the ship's bridge to try to contact whoever would listen.

That or sit put and hope the crew controlling the ship hadn't fallen victim to whatever took Elias and Jacob...not to mention everyone else he'd seen on his mad dash to his cabin from the spa.

Brian shivered, thinking about those writhing, moaning vixen women he'd seen on the way here. It was so... disturbing. How had this happened? What had caused all this? And how could he be sure it wouldn't happen to him? All he knew was he needed to stay as far from those...creatures...as possible.

There was a loud rasp on his cabin door, and the unsettling, unsuspected sounds made Brain start. His flinching hand momentarily lost its grip on his phone, and he swore, feeling his phone fumble from his fingers.

He looked over the railing and watched in despair as his phone plummeted toward the sea, landing in the surf. He stared at where the salty void had gobbled it before another jarring rasp shook him from his hopeless stupor.

Panic quickly replaced that hopelessness.

He darted from the balcony to the main door. Of course, he'd locked it, but his mind couldn't settle until he'd checked it. Whoever was knocking on the other side, he obviously didn't want them coming in, whether they were there to help or...whatever else...

Cautiously, Brian put his eye up to the peephole. To his relief, there was nothing but an empty hallway. He sighed, letting panic settle.

Suddenly, the pointed face of a peppered-black fox woman appeared before the peephole, like an obviously set-up scare in a horror movie. Brian's heart leaped in his chest, and he yelped out, starting away from the door.

"Brian!" Came the muffled, feminine voice of the bestial woman from the other side. "Lets us iiiiiiin! We just wanna mate with you!" Brian immediately recognized the voice from the encounter in the spa. It was Elias, or, at least, the 'new' Elias.

"G-go away!" Brian shouted back. "I'm not letting you in! You're...sick...or something! You need to get help!" Elias rebutted from the other side.

"Ahhhh, c'mon, Brian. The only help we need is from you!" Brian saw a shorter, bat-eared fox lady nestle behind Elias, draping her arms over her shoulders. It had to be Jacob, his poor friend having fallen victim to whatever claimed their manhood and humanity.

"Yeah!" Jacob chipped in. Her voice was quieter than Elias's, and Brian strained his ears to hear her. "We need a proper male to mate with!"

"Yeah, Brian. She's a virgin vixen looking for someone to breed her real good."

"I am!" Jacob chirped.

Brian didn't know what to say. The whole situation was beyond bizarre. Brian took a few steps back from the door, nearly stumbling over his feet. He jumped when the door buckled, thumping as something struck it. He jumped a second time as another blow buckled the door.

Brian wondered how much force one of these doors could handle.

"We need that dick, Brian! And we'll get it whether or not you open the door for us!"

Brian swallowed hard, staring at the door as it buckled repeatedly. Anxious nausea set in. He never in his life thought hearing a woman convey such a desire for him would bring on such feelings of disgust.

The door thumped again; this time, a panic-inducing *crack!* accompanied it. Brian's eyes widened, and he darted for the door, only for one last battering blow to break it loose, sending it straight into him before swinging closed. It knocked Brian off balance, and he fell backward, spilling onto the floor.

The door slowly swung back, and Elias pushed it open. The two vixens walked in, Jacob after Elias. They stood side by side, gandering at the man as he crawled backward away from them, panick and terror wrinkling his face. The vixens licked their chops, eyeing the open space between his house coat.

"G-get away!" Brian shouted, his voice trembling. "I-I don't want to become like you!" the two vixens advanced on him like predators cornering their prey.

"All we want is that nice, hard cock inside us." She put a hand on Jacob's shoulder. "But Jacob gets to go first. I already got to pop my cherry today.

"No!" Brian cried. He tried to pick himself off the ground and run past them out of the room, but the second he was on his feet, Elias and Jacob grabbed him, throwing him onto his bed. Elias pounced on him before he could roll off, trapping his legs.

Brian growled and tried to shake himself loose. "Get up on his face, hun. Ride his face until you're nice and wet. I'll 'prepare' him for you." Elias suggested. Jacob nodded, her face lit with excitement.

"Okay!" she exclaimed, climbing beside Brian onto the bed. She crawled on hands and knees up to Brian's terrified face and ran her padded palm over his cheek. "It's okay, Brian. I'm nervous, too. But I know we'll have a good time." She crooned. She straddled the frightened man's face. Her pungent musk overwhelmed his nose so much that he had trouble speaking when he pleaded with her. It burned in his throat.

"Jacob...please don't do this. I don't want to be like you guys."

Jacob giggled. "I have to do this, Brian. My instincts compel me to, and the heat burning my loins needs to be sated." With that, she planted her pussy on Brian's mouth, squeezed her thighs around his head, thus silencing him. He attempted further protest, but every muffled word he mumbled only pleasured the bat-eared vixen suffocating him.

What's more, he felt a warm, wet tongue sample the flavor of his member. Elias's tongue made exploratory licks, caressing his flaccid cock until she could coax some reluctant rigidity into it, just like with Jacob.

Brian groaned, and his breath translated right into Jacob's musty folds. She sighed and leaned forward, planting a hand on the bed's headboard and gripping Brian's head with the other.

The stiffer Brian got, the longer and more sensual Elias's tongue strokes became. Eventually, he was hard enough for her to swallow him whole, from tip to base. His cock slid over her tongue, past her tonsils, and down the back of her throat. She gagged a little but repositioned her face directly over his cock, giving it an easier path to travel as she gargled him.

Brian's protests continued, but every movement of his mouth massaged Jacob's labia, and every escaping breath from his nose tickled Jacob's clit. She moaned softly and rocked her hips against his face, a face beginning to crackle and creak with shifting bones.

The sounds of Brian's reshaping face may have been muffled by Jacob's thighs, but Brian felt them. He panicked, knowing his fate if he didn't get away. He thrashed beneath the vixen women he once called his friends. Elias simply grabbed his wrists and held his hands down by his sides. He jerked one way and the other but lacked the body strength to overpower the bestial ladies.

The cracking in his face continued. Soon, his mouth and nose extended past his face, urging Jacob to grind against it more. Brian's blackening nose and stretching lips were smeared with her arousal, and his struggles only aided its introduction to his tongue.

Brian's legs started taking on new shapes beneath Elias as she deep-throated him. She was too enamored with his prick to notice, but Brian felt every snap and pop. What threw Brian off was how painless the changes were. He was half expecting to be in agony, screaming into Jacob's pussy. But as the transformations continued, the pain never came. It felt...odd, sure, but absent of affliction.

Brian was shocked to discover they felt...kind of...good... It calmed him somewhat enough to bring his thrashing down to a squirm. The remaking of his bones and the sprouting of thick, white fur from his skin immersed his body in comforting pleasure. Of course, the transformations weren't the only things that felt good, the epicenter of everything being the fantastic blowjob Elias was still engaged in.

A part of him was grateful she refused to stop. She devoured his rock-hard cock whole, again and again. Her elongated mouth pampered every centimeter of his manhood. It was just so good, and after a short time, Brian no longer fought back against his restraints. His elongating mouth opened, and with little thought, he extended his tongue, sampling the tangy flavor of Jacob's pussy.

"Oh!" Jacob yelped in surprise, unprepared for how sensitive her lady parts would be. Her legs quivered. Her hands gripped the headboard, and her thighs squeezed her lover's head tighter. "More of that, please." She asked, her soft voice shivering as much as her legs. The praise sparked something inside Brian that compelled him to continue servicing the vixen. She moaned again, emitting sweet sounds of approval each time his tongue caressed her sex.

Brain's mind wandered far from his worries. The need for sexual gratification and all the ideas of how he could achieve that gratification closed in around his psyche. The images he conjured of a partner weren't exclusive to women either. There were men, men with large, virile cocks that could mate her well and plenty.

Wait...her? Why did he address himself with female pronouns?

Elias lifted her mouth off Brian to take a long breath. "I...I think he's...ready for you...dear." She huffed to Jacob, oblivious to the changes across Brian's body. Jacob took a long breath and sighed, turning her head back and eyeing the silver fox from over her shoulder.

"I...I kinda l-like where I AH!-...am right now, actually..." She replied, holding back moans. Elias shrugged her shoulders.

"Alright... more for me." She happily conceded.

With that, she returned to her lascivious work, doubling her efforts on Brian's cock. Brian moaned into Jacob's pussy, and she, in turn, moaned out, uninhibited. None of the three noticed the higher pitch in Brian's voice. How could they with his mouth enclosed between Jacob's legs and his tongue in her snatch?

Brian's shins snapped, adding an extra joint that gave his legs the same digitigrade shape as the others. Meanwhile, behind Jacob's rocking hips, Brian's chest bulged, the new soft tissue beneath expanding like two balloons. When Brian dug his tongue deeper into Jacob, penetrating her further than he should have been able to, she arched her back and removed her hands from their holds behind him. She leaned back and planted her hands on Brian's chest, discovering she'd grabbed two modestly sized breasts.

"Huh?" She murmured, her tongue lolling out and eyes barely open. Turning her head over her shoulder, she discovered the emerging tits, sparsely coated in white fur. Her eyes and ears perked as her attention was drawn to Brian's new 'goods.' She lifted off Brian's transforming face and shuffled on her knees, spinning herself around.

"Wha-?" Brian inquired, gazing up at her drowsily, wondering why his 'meal' had been taken away. His question was answered by Jacob, now turned away from his face. She planted her pussy back down on his growing snout. Meanwhile, her padded palms went to work on his chest.

Brian's hips creaked beneath Elias, widening while she kept to her task, which was becoming more accessible by the second. Elias discovered it got a bit shorter each time she slid his meat down her throat. Soon, it couldn't even reach her throat. Brian didn't notice. He just wiggled his vulpine toes and focused on the pleasure he was giving and receiving.

It was all so...amazing! Brian felt things he never had before. The sensations on his chest, his ears pivoting with newly awakened muscles as they reached his scalp, and the tingling in his spine as it extruded from his widened hips, making him arch his back to let it grow beneath him.

He giggled into Jacob's muff, his tone unmistakably feminine and downright girlish. A fresh, bubbly, vixen personality took up more and more space within him, fizzing like fine champagne and vanquishing the human Brian's self-image.

Jacob giggled along with Brian, loving the puffs of breath on her puffy, soaked pussy. "What's so funny, Brian?" She asked, kneading her thumbs into Brian's expanding tits. Brian struggled to answer with Jacob sitting on her face.

"Everything...feels...so...nice." 'She' replied, no longer self-identifying as male. Jacob giggled once again.

"I know!" Jacob agreed. She felt Brian's shoulders narrow between her legs and adjusted them accordingly. Jacob looked down to see the lower half of Brian's maw engulfing her muff before feeling the flicker of her vulpine tongue licking over her clit. She cooed and relaxed her legs, sinking further onto Brian's muzzle. "Everything does...feel...pretty amazing..." She added, closing her eyes as she rocked on her lover's face.

Meanwhile, Elias was having some trouble fellating Brian, as the nearly fully transformed vixen had few inches left to offer. Elias was forced to lick what meager inches remained, her lover barely able to stay hard as her shriveling cock lost its purpose. Brian's balls lurched, receding into her body, her scrotum pulling tight and parting to form her new pussy lips. Elias enjoyed the smell of a brand new, freshly aroused cunt filling her nose. She wondered if this was what she smelled like earlier while Jacob was servicing her.

The silver fox licked at Brian's new femininity, the last of Brian's prick shrinking and taking its place as her new clitoris. Unlike Jacob, no last shot of male virility would send off her masculinity. Brian missed her chance to have that one final male orgasm. For she was now entirely female.

The three vixens made sweet, girlish love to one another on Brian's bed. Brian, now an arctic fox, lay there, digging her tongue and muzzle deep into Jacob's pussy. Jacob returned the favor, the bat-eared fox massaging and kneading Brian's breasts expertly as she rode her face. Elias, having no current partner to facilitate her pleasure, plunged three fingers in and out of herself, tail hiked and ass raised as she lapped vigorously at the dark flesh of Brian's sex.

Jacob was the first to cum, Brian's tongue working her to completion. She rode hard atop Brian's pointed face, growling as she experienced her first female orgasm.

Her fingers pinched down on Brian's dark teats, the mix of pain and pleasure sending her over the edge. Brian rode the waves of her first feminine climax, her legs clenching around Elias's head, forcing the silver fox's pointed face deeper into her folds.

Elias had been working herself close to orgasm since Brian completed her transformation, expertly hooking her fingers into her most sensitive spots. The musky asphyxiation of Brian's crotch and thighs pushed her far beyond what she needed to finish, and the silver fox squealed into her furry prison.

"Oh, my god!" Jacob shrieked. Her toes curled around Brian's triangular ears, which emerged from his new lengthened locks of brown hair. The other two couldn't add to Jacob's vocalizations; their mouths were full. Brian got even more of a mouthful when Jacob's clenching sex unleashed a short but potent squirt of feminine essence down her muzzle, messing Brian's fur.

Brain's legs wrapped around Elias, her calves crossing over her back. She pinned the sliver fox down on her coochie, forcing her lover's muzzle inside her. She felt her hole stretch, then give way as the end of Elias's muzzle entered her. The arctic fox bucked her hips, fucking Elias's snout while Elias struggled for breath.

Her lungs had used up the rest of their oxygen, and she craved fresh air. Yet, as she continued fingering herself, she swore she'd never felt such a powerful climax. Maybe it was the danger of passing out. Perhaps it was the light-headed feeling taking her orgasm to new heights. Either way, her body's need for air sent adrenaline surging through her veins.

Elias's tail bristled, and her hackles stood on end. She wriggled with all her might, utilizing every inch of room she had to escape. In a matter of seconds, and with her long hair nearly getting caught in Brian's clenching legs, she freed herself, opened her maw, and took the most desperate breath of her life.

Now free of Brian's hold, Elias rolled over onto her back, coughing and wheezing, but without removing her fingers from her snatch. Jacob joined her, her legs finally too weak to hold her up. She crawled off Brian, spilling onto her back on the empty side of the bed.

All three huffed and puffed, lacking the vigor to move.

"That was so...incredible..." Elias said, her voice raspy and raw.

"Mhm." Jacob agreed.

Brian's labored breaths started coming out in breathy giggles. "You guys are fun." She giggled again. "If I knew this would feel so...good...I would have just let you in in the first place."

"I know, right?" Elias replied, placing her hand on her chest as she regained composure.

"I still need a male to mate with..." Jacob lamented, her ears pinning back against her head.

"Hmm, very true." Elias agreed. "And now we have Brian with us. Neither of you have mated with a male yet." She placed her hand on their shoulders to console them, although Brian didn't look like she needed the sympathy.

Brian giggled at the thought of having her cunt stuffed tight with thick man meat. "We should totally go find some, like, right now!" she suggested. The other girls grinned at the prospect. Elias hummed.

"Yeah, but I kinda like what the three of us did just now." She rose off the bed onto her wobbling knees and loomed over the two. "I wouldn't mind exploring a little more with you guys if that's okay with you?"

"Like, totally!" Brian answered. Elias looked to Jacob, who also rose off the bed, nodding her smiling head enthusiastically. Elias's grin widened, and she leaned toward the two, who, in turn, leaned toward her.

"So, like, where should we start?" Brian asked, her tone taking on a sultry purr. Their muzzles met in the middle, and Elias spoke up again, nearly whispering.

"Let's just kiss...see where that goes..." The other two hummed with promise as their lips met, all three vixens switching between one and the other, the odd one out kissing the other's necks until it was her turn to enter the fray again.

Their hands explored the curves and contours of each other's bodies. Their coos and giggles fluttered about the room. The pungent smell of sex floated out of the open door, and eventually, Spencer and Terry would be drawn to their unique scents, only to be invited in to join them as the pile of loving vixens grew.

Of course, they'd want to find another male, eventually. But that was a quest for later. Right now, at this moment, they just wanted to enjoy each other's company as old friends...and new lovers...