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I could hardly believe my eyes. When I opened the door and walked in, I never expected to see him on his hands and knees, one hand between his legs. He was totally involved with beating off, so he didn't hear me enter. My breath hitched as he groaned, sending pleasurable shivers down my spine and through my hardening cock. He started panting as his hand stroked his hidden cock faster.

The sight was completely breathtaking. I've wanted him for months now, and to see him naked, on all fours and jerking off made me thankful that I'd waited. He groaned again, a little differently. It seemed more conflicted than his earlier one, as if he was fighting against something. Then, I saw it. Something was happening to this wonderfully lithe beauty in front of me.

Short grey hairs started growing on his once smooth legs. It wasn't a complete covering as I could still see his skin. He groaned again, shaking his head from side to side as he removed the hand from his still hidden cock and placed it on the floor. His head fell down to his chest as he continued to give off that conflicted groan. The hairs thickened a little more on his legs, slightly obscuring the skin underneath. His head lifted up and he pressed his cheek against his right shoulder. I could see his beautiful face, once full of laughter, now a mask of denial. His eyes were clenched shut, but I could see them moving under his eyelids. All at once, he opened his eyes. The conflict in his eyes was lessening as his facial expression turned from one of denial into one of pure lust, wonder and bliss. His conflicted groans turned to moans as he sat back on his slightly furred haunches and rubbed the growing fur coat on his legs. He gasped as I see his ass cheeks slowly spread apart as a tail extended from his spine, covered with the same grey fur. For an instant, I saw his hole as it turned darker, but the tail covered it. He stopped rubbing his legs suddenly and sniffed. He quickly turned to see me standing there, my cock tenting my boxers.

That lithe transforming guy turned to me, his eyes slowly turning yellow as he stood and walked towards me, his gait changing from shy and fearful to sexual and confident as his still fully human cock emerged from a canine sheath, pre dripping from his tip.

His tail swayed into sight as he pulled me close to him and I could feel the thickening coat of fur on his chest rubbing against my still clothed one. He started rubbing my enclosed, throbbing cock with the palm of his hand as it grew pads and he grinned lustfully as his ears began to get pointed.

He trailed a finger down my chest and as his nail turned into a claw, it nicked me slightly. With the rest of his newly grown claws, he ripped my shirt and pants into ribbons and his grin got wider as he stared at me.

Those feral, yellow eyes stared into mine as his grin turned to an expression of uncontrollable lust as he pressed up against me, his cock rubbing against mine, the beast almost totally in command of his mind. He gripped my underwear with his newly transformed paws, looked down at the tent, looked back up into my eyes and licked his darkening lips as he slowly started pulling them down.

My underwear slipped down my legs as he stepped backwards. His eyes trailed all over my body and finally returned to my face. He stepped forward, a clacking noise sounding as his toenails turned into claws.

He placed his paws on my hips and I felt the rough pads against my skin. He began to rub up and down my abdomen and chest, purposefully neglecting my aching and leaking cock. He swiped a finger across the scratch that his then transforming claw made and eyed the blood on his pad. He looked into my eyes as he brought his finger to his mouth and his tongue darted out, sampling the taste. He grinned wildly, giving me a glimpse of his slowly sharpening teeth and sucked the blood off.

He pressed against me, but his cock didn't touch mine. No part of his slowly furring body did. He grinned again as both of his paws cupped my ass and squeezed, not too hard. He finally spoke, his voice husky with animal lust as the beast inside let part of his human side slip out. "Your arousal smells absolutely divine!"

One of his fingers trailed down my crack as the other pulled my head close as he kissed me forcefully, his canine lips pushing against my human ones. Wrapping my arms around his waist, I groaned into the kiss. My hands grabbed his furless ass. Under my fingers, I felt his normal body hair growing longer and finer as fur pushed out.

He broke the kiss and nuzzled my neck and trailed kisses across my shoulder. At the junction where the shoulder meets the neck, he nipped me with his still changing fangs. He pulled back slightly, my hands falling from his furred ass.

He grinned again and started slowly licking across my chest, swirling his tongue around each of my nipples and gave each one a kiss. He slowly got on his knees as his tongue trailed lower and lower, brushing my navel.

His paws gripped my ass harder as he looked back up at you and smirked. "Don't worry, human, you will feel my cock inside you soon enough." He started licking my thighs, still neglecting my cock which is leaking pre like a faucet. I groaned and moaned as his hair brushed against my cock just a little, but not enough for me.

One of his fingers slipped between my ass cheeks, and he looked back up at me. His feral yellow eyes stared into mine as his padded finger found and slowly pressed against my hole, making me gasp. He grinned again, his teeth longer, but not quite fully fangs, as he pressed two padded fingers against your hole. "Last chance, human. Yes or no?"

I replied, "YES, PLEASE TAKE ME!" My voice quivered with lust.

His fingertips applied more pressure against my hole. "The answer wouldn't have mattered either way. You're still getting fucked." He put more pressure against my hole and one slowly, teasingly slipped in. As I began to gasp, he finally touched your aching cock. His tongue lapped at my tip, tasting the pre drooling from it. I suddenly couldn't speak; the sensations of his tongue lapping at my cock and a finger inside me were too overwhelming. All I could do is pant at the pleasure that surely couldn't increase.

Looking down at the lithe, slightly more furred and still changing 20 year old, my mouth fell open as I found out it could as he abruptly stopped lapping at my cock. He grinned before taking my entire length into his warm and wet mouth at the same time both fingers in my hole rubbed against my prostate. My knees buckled slightly as I placed both of my hands on his still furless shoulders, unable to support my weight due to the immense pleasure emanating from my groin and ass. He added a third finger and started moving them, stretching me for his cock. I couldn't see it, but I know it's hard enough to cut diamond and oozing precum.

Just when I thought I was finally about to finally cum, he pulled off my cock and withdrew the fingers from my hole. As I made a noise of dismay, he stood up, giving me a look at his drooling cock.

It hadn't changed much. He had grown a sheath, covered in a light coating of grey fur and his balls had swelled a little, also receiving a light coating of fur. "Like what you see, human?" He smiled the innocent expression seemingly out of place on his body that simply exuded carnality. Words escaped me, so I nodded. He grinned again, his fangs now fully developed and looking out of place in his still human mouth. He guided me onto all fours and I looked over my shoulder at this magnificent being, not fully human, but not fully changed into a wolf and I couldn't help but imagine what it's going to feel like as his cock thrust into me. My wondering didn't last long as he knelt behind me and I got a final glimpse of his treasure trail as the thin trail of brown hair turned to gray fur. Finally, you felt what I wanted from the beginning as his cock brushed against my hole.

He looked deep into my eyes and slowly started to push.

My eyes closed as I felt his cock slowly slide into me. My head hung down, chin touching my upper chest as I panted. I could feel every inch of that beautiful cock as it slowly delved deeper into my tight, wet hole. My heart was pounding and a light sheen of sweat coated the small of my back and forehead. I could hear his soft growling and could feel the thickening fur on his inner thighs rubbing against my legs as he slowly, incredibly slowly pushed deeper into me. The feeling of that fur contrasting with his human skin aroused me more and my cock became even harder, a feat that I thought was impossible. The sensation of his fur and skin was fleeting, however as his legs were finally covered in a thick, luxurious coat of grey fur. From his hips down, he is completely wolf.

I started whining, almost like a bitch in heat, at the slow pace. At that sound, he stopped moving. I opened my eyes and looked back over my shoulder. I saw him staring back at me with a blank expression on his normally expressive and beautiful face. I opened my mouth to beg him to continue. The second I did so, he grinned and pushed, surprisingly gently, the rest of his now ten inch cock into me. Stars appeared in my vision as his cock tip hit my prostate and it seemed that all breath left my lungs. He stopped moving again, this time unconsciously as the sensation of his entire cock being sheathed by my aching, wet, warm and inviting hole seemed to overpower his heightening senses.

Even my senses seem to be incredible. It seemed like I could feel every individual strand of his fur against the back of your legs and the fur of his sheath between my cheeks. His cock is warm, so warm, so THICK! A sheen of sweat appeared between his hairless pecs as he panted. "God, you're so incredible tight and warm... Urgh..." His voice was deeper, raspier, more feral and powerful in nature. It didn't use to be. It used to be soothing, gentle and slightly flamboyant, but not anymore. The beast that he kept hidden within him is in control.

He shook his head like the wolf he's slowly becoming, showing me his ears were now completely pointed and are just beginning to move up his head. Grey fur slightly distorted the sight of his flesh. He leaned forward, his cock inadvertently nudging my prostate again, causing me to groan in bliss. He placed his canine lips between my shoulder blades and delivered a kiss there. He pulled his cock slowly back out, the tip the only part of that beautiful organ still inside me, a sense of emptiness filling me. "Please, I feel so empty! Please, mate me!" I can barely recognize my own voice. It used to seem so strong and powerful, but now it's weak and needy, a proper bitch for the changing boy.

He looked back up at me, his eyes looking even more feral than before, if that was even possible. There was a slight flash in those gold orbs as he processed what you said. He grinned again and leaned back up. His nose was a little different now, slightly darker. He doesn't say a word, but his message is clear. He forcefully slammed his cock back inside me. I screamed at the feeling, almost indescribable. That emptiness was now filled. His cock hit my prostate, causing my cock to twitch as pre erupted in a spurt. I felt a new warmth inside me, not his beautiful cock. Some of his precum coated my inner walls, providing lubrication. The rest was absorbed into me, providing a new series of sensations that wracked my body even as the changing boy roughly thrust in and out of me. His groans and grunts started to become growls as he leaned down again, this time resting his still furless chest and stomach against my sweat covered back.

I felt liquid warmth coursing through every blood vessel in my body as I felt almost unbearably hot. My moans of pleasure slowly ceased, panting taking their place. The beautiful transforming boy on top of me continued to thrust in and out of me, hitting my prostate on every stroke. I feel I should have cum by now, I would have normally. I asked, voice wavering, "Why haven't I cum yet?" Even that short sentence was hard to form, the sensations coursing through me were so overpowering.

"You're not ready to, yet." His voice was more gravelly than before, but deep within, I could still hear the voice he had as a human, part of that beautiful creature I lusted after and snuck glances at in the locker room. "You have yet to finish changing." I felt his chest and stomach, once beautifully and sinfully smooth, growing fur. I had memorized every inch of his lithe and toned chest and abs and I could imagine the sight of then slowly becoming obscured by grey fur. What he said finally caught up with me. "You mean I get to be like you?"

His low chuckle sent pleasurable shivers down my spine. "Not quite, you'll be smaller in nearly every way. However-" He thrust, much harder and rougher than before, "Your tail hole will be bigger, the better to take you with. It will feel glorious..." He growled and his eyes closed. A corner of his mouth turned up in a somewhat sinister smile, once again displaying fully formed fangs that had no place in a human mouth or on a human face.

An itching sensation, not noticeable before, but noticeable now, slowly covered my legs, feet and hands. Looking down at my hands, I saw gray fur growing slowly. With each thrust, the speed of growth picked up and the sensation spread across my body, leaving my face and cock alone.

Something seemed different about his cock. I had memorized every part of it as it mated me, but it seemed that the tip was slowly changing inside of me. I look over my furring shoulder. He's staring right back with that grin on his face. He, to my dismay, pulled out of me, once again giving me that empty feeling. He slowly walked in front of me, his cock dripping pre on the floor. "Yes, it's changing." He suddenly growled and tackles me. Landing on my back, I whimpered as the tail nub on the back of my spine pushed out, forming my gorgeous tail. He made his way between my legs, pushing them apart. Finally, I saw it, his cock. The color had changed, red slowly taking the place of flesh. His tip was pointed. I stared for a moment at his still changing cock and then he pushed his slowly wolfing cock back inside me. This time, I could see it entering me, the flesh sliding in and out of my hole. My hole... I gasped as I felt it tingle and pulse, turning into the tail hole of a bottom wolf. As a human, I fantasized about ramming my cock into this boy's tight wet heat, hearing him gasp and groan and scream out my name as he cums on his chest, but now all I could think of is how that magnificent piece of flesh felt sliding in and out of me.

Before my eyes, the base of his beautiful cock swelled. It's still human colored, but I knew that the changes were working their way from his tip down. His growls became halting and I heard a slight cracking. Looking up, I saw his face, still untouched by fur, slowly pushing outwards. His nose by now was completely black, and I could feel my nose changing as well with each thrust of his cock and every spurt of precum into me.

His eyes opened and I gazed at him in wonder as his beautiful face slowly grew a coating of fur and lost any sign of humanity. I felt this against my changed paw, running it over his cheek as fur grew on his face. There was only one thing left on him that was even remotely human, and even that was changing. His cock's color was redder now. I watched it slide in and out of me, the base continuing to bulge out. Finally, there was no more human about him, only wolf, beautiful dangerous wolf.

His thrusting quickened and became even more forceful. That new bulge at the base of his cock bashed against my hole, seeking entrance. He looked at me, right in the eyes. "Well little wolf, let me IN!" He thrust again, the hardest he ever had during our entire encounter. If I were still human, it would probably have broken a bone. As it was, when that bulge slipped through my tail hole, it HURT!

I screamed again, this time more of pain them pleasure. The new wolf, on the other hand, I heard him growl in bliss. He stared up at me and slowly reached down my now furred chest and stomach to grab my aching and weeping cock. The feeling of pain suddenly vanished; the nerves in my cock were now more sensitive. He squeezed slightly, and listened to my gasping, moaning and whimpering. "There now, little one, that wasn't so bad, was it?"

Sure enough, I watched as my tip turned red, the color rapidly spreading down my shaft to my sheath, which had formed earlier but I hadn't noticed, what with my prostate being constantly stimulated by a human, then part-wolf and then full wolf cock.

I gasped as the head of my cock heated up immensely. It felt like the head of my cock is having its own orgasm, but it wasn't. I watched as it slowly and pleasurably turned pointed, the pride of a canine. I panted harder as the base of my cock expanded. The boy-turned-wolf removed his paw so I could see every moment of glory. As the last of the skin on my cock turned red, a bulge, similar to the one tying us together, formed.

I felt like cumming, but still I couldn't. The boy-turned-wolf seemed to have anticipated my question. "You'll cum when your muzzle finishes. Soon, soon." He started thrusting again, quick jabs to my hypersensitive wolven prostate that sent waves of pleasure through me. I glanced down, watching as the skin of my shoulders disappeared under the relentless tide of luxurious grey fur. Soon, the only thing human on me was my head.

I felt my balls churning as I got closer and closer to that moment of glorious release. With each quick thrust to my prostate, I felt fur sprouting up my neck. My ears felt warmer and wetter, like they're being given a blowjob. I could feel them moving up the side of my head. The beautiful boy-turned-wolf stopped thrusting all of a sudden. What seemed to be a grin appeared on his muzzle. "You'll want to see this." His voice was strong, powerful, animalistic, the very requirements of an alpha wolf and my canine cock twitched in response.

He leaned back a little, causing his knot to pull at my tail hole from the inside, making me cry out in pain. He squeezed my cock to help me overcome the pain and reached for something out of my line of sight. He leaned back, his knot no longer pulling on my hole and I sigh in relief. He was holding a mirror.

"Trust me, little one, the first time you grow a muzzle, it's almost better than knotting someone or feeling your cock change forms." He held it in front of my eyes. "Watch."

My eyes moved from his beautiful wolven form to the mirror. I saw myself, a wolf from the face down. It seemed out of place to me, but as he began thrusting again, the transformation started again. I could feel my teeth elongating inside my mouth. I opened wide, watching each tooth as it grew into a deadly gleaming fang. I watched my lips turn black and thin, feeling them warm as they did so. I felt my eyes warm a little, so I watched as my once human eyes slowly turned into a beautiful feral gold from the inside out. I looked at the beautiful wolf that freed me from mediocrity and gave me this gift beyond imagining. "Thank you!" I whispered.

He kissed me, no easy feat when only one of us has a muzzle. "You're welcome, pup. Look, it's starting!" For a moment, his voice sounded almost like his human one in its childlike wonder, but then again, there was nothing childlike about the 20 year old boy who turned into a wolf while fucking my brains out with ten inch cock...

I felt warmth on my face, strands of fur growing. I watched as I grew a light coating of fur, not entirely concealing my skin. The beautiful, lithe wolf ran a paw down my cheek. I can feel the rough pads brushing against my growing fur and human skin and I smiled up at him. My face, the last thing to identify me as human, slowly disappeared under grey fur. The warmth of the fur on my face was overwhelming, and I was so very close to that sweet release. The wolf slowed down his thrusting and stopped altogether. His muzzle contorted into a grin again and he thrust as hard as he could while knotted to me. I gasped as I felt my face push out a little. It looked amazing in the mirror, my face protruding slightly. He thrust hard again, causing another spurt of muzzle growth. Again, and again, my beautiful lithe boy-turned-wolf thrust hard into my tail hole, stimulating my prostate and the growth of my muzzle.

He thrust again, his eyes jerk shut and his beautiful wolven face contorted into a mask of pure bliss. For a second nothing happened, but as he lifted his head to the ceiling and howled, I knew what had happened. A rush of warm liquid flooded my insides as my beautiful boy-turned-wolf came inside me. The feeling spurred the last few millimeters of my muzzle growth. I watched as my muzzle completed itself, cracking into place and sending waves of orgasmic like feelings rushing through my entire body. If felt like my entire body was cumming. It's an exquisite sensation and I looked down as I felt my fur covered balls contract and my knot expanded. My cock twitched, and I finally cum. The pleasure raced through me as I watched the white cum fly from my cock, slowly turning a feral yellow after several massive spurts. After what seemed like an eternity, I stopped cumming. I felt limp, but relaxed and so very heavy and tired. I looked down at his fur covered chest, covered with the last remains of human cum mixed with my new werewolf seed. Looking up at my beautiful lithe boy-turned-wolf, I smiled and kissed him. "Thank you again!" With that, I fall asleep, his wolf cock still tying us together. The last thought that entered my mind was, "Why hadn't I walked in on him beating off before?"