FSE

Furry search engine

formerly SoFurry search engine

Warning: This story contains transformation, growth, butt expansion and breast expansion. You've been warned!

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Colorful, by DragonMasterX.

The skies were clear and calm; it was a peaceful night for Los Angeles. The humid air of that hot June evening encouraged local fauna to come out and celebrate the pleasant conditions. Frogs croaked happily in their excitement, as if actually calling down for the rain which was scheduled for the following morning. The conditions were ideal for a late stroll in the park, maybe to meet up with that special someone and walk with the beautifully large moon watching on.

There was plenty to do for just about anybody, especially on a Saturday night. Most people would try their luck at the bustling, civic areas, but not everybody on that night was interested in social get-togethers.

The trees and the grass were still, and they had no way of communicating, but if they had such a faculty they would've already started discussing on that sleek, shady figure climbing the side of the Exposition Park building. On any other night, the place would be shut tighter than a nailed-down coffin, but that wasn't just any other night. The would-be infiltrator had planned ahead, and all the wall-crawler had to do was lightly push the edge of a window up and a made-shift entrance appeared before them.

The museum was a renowned locale for several pieces of general interest, as well as historic and scientific displays of all kinds. Its security however did not include cat-burglars invading from the third story annex through the window of the janitor room.

The mysterious figure made their way inside. Feminine legs softly stood over the slightly damp floor, making the dark leather-clad person sigh in disappointment, "This is hardly a challenge. Oh well, thank you, suction cups," she silently muttered as she removed the scaling gear and stashed it in her backpack.

Kimberly Sanders was your run-off-the-mill burglar. Her methods and resources made her no different to her peers. Her background made her unique, and her reasons probably would be deemed as insane, but there was no thrill that could compare to high-risk, high-pay situations to her. "Basic security, charity work... Damn you Bethany," Kim cursed in her head as she edged closer to the exit of the janitor's office, peeking out to the annex to make sure no one was making rounds there. Just as her sources had indicated, this small area of the Exposition Park held no substantial valuables, as it was mostly a bunch of business offices for the staff.

A young college drop-out, Kim had always been a fit, agile girl with a lot of participation in several sports and games. When routine exercise and competition became a bore, she sought more satisfying, although arguably licit activities out. She became a thief to fulfill her desire for thrill and danger, and the bonus of the money she earned allowed her to gain aid for each new heist.

Kim prided herself in being a freelancer for her own monetary gain, but she did high-risk, high-pay jobs every so often, if anybody managed to get a hold of her contact info that is. She hadn't taken up on this job for excitement nor riches. Someone close had come to her with a problem, a problem that only somebody with her talents was fit to solve.

Comfortably outfitted in a skin-tight, black leather suit and muffler, the silent thief-girl snuck down to the second level: Abstract Technology & Artifacts. "Four security cameras. Only one of them in my way..." she told herself as her eyes carefully surveyed the area, "Only two guards stationed per level. The annex was practically glued to the stairs..." she grumbled anxiously. "Might as well have sent me to take a candy from a toddler, Beth."

Bethany Myers used to be Kim's college friend, and a brief romantic interest. They both were studying archeology back then, but when Kim's parents died in an accident and her part-time jobs could not support her, they lost contact with each other. Now that Kim had found her calling three years later, her old friend contacted her with a job she felt she owed to Beth.

"You were there for me when mom and dad died, though. I couldn't place a 'but' anywhere with you," Kim fondly thought, gathering up enough resource to give it her all, even if it wasn't necessary. She advanced down the wide halls, making sure to keep her head low to pass by undetected, she could do this blind folded.

A sudden movement nearly caught her off-guard during her reminiscence as a flashlight headed her way. Her honed agility and speed was just enough to get her out of the way, and behind one of the display cases. "What? This isn't the usual scout pattern..." she frowned, taking a light glance ahead, surprising herself with what she saw. "Those aren't the guards Beth told me about!"

Beth worked part time as the museum's curator, and she was currently writing her thesis on ancient civilizations, UMAs and several abstract myths and tales. The college girl had become distressed when the focal point of her research, a recently discovered, ages-old artifact known only as "The Kurtis Scale", was scheduled for a sudden relocation to a bigger museum in Manhattan. Her thesis had been eight months in the making, and she was to dedicate the last one to this artifact when two weeks prior the artifact had arrived to be displayed for one month. With the museum inexplicably changing plans, Beth had no other choice but to make sure she still had time to study the Scale, whether the museum agreed or not.

"Maybe this is why the museum changed plans," Kim thought to herself as she scurried on about. The place was quite different to what her mind's eye had been imagining so far. The second level was crawling with security now. There were no fewer than eight guards on top of the usual two, but that's not what struck out as odd to Kim. "Why are they armed, though?" she thought to herself as she pressed her back against a wall, sandwiching herself between that and a tall column. "This makes things interesting..."

The scale, as its name implied, appeared to be a small old balance carved out of an unprecedented material, with the imprint of an upwards, crawling reptile on its center. Discovered by archeologist Kurtis Lubenski when digging through some old ruins, researchers from all over have been attempting to decipher its origins and uses. The scale was, for all intents and purposes, stuck in place and unusable. This didn't discourage people wanting to study it further however. Some wanted more than just to study it. The Exposition Park had been made aware a couple of nights ago, when a gaudy calling card reached the manager's desk.

"The Scale belongs to the Light" was the only phrase contained within. There were rumors of similar cards having been sent out to several other establishments whose valuables had been reported missing the following day. Whoever did these jobs, they were quick, efficient, clean, and there was never anything remotely indicative of their person being involved there, as if a ghost had been the culprit.

In order to keep it out of the public's concern, the government had issued a gag order on these cards. The Scale was to be protected and relocated promptly. The guards had been issued their rounds and would consistently designate a watcher to personally remain stationary by the display case of the artifact in question.

"Hmph. Gonna be tougher than I thought," Kim told herself as she spied upon her coveted target. "It's these times I'd wish for a tranquilizer dart-gun," she winced, but then shook her head and grinned beneath her face mask, "Aw who am I kidding. This is one of the most challenging jobs yet!"

With cat-like reflexes and speed, the lithe but graceful Kim snuck around, always keeping mindful of the cameras since she now had to take an off-beat route to circumvent the beefed up security. "Huh, what's this horn-thing supposed to be? Art, can never understand it," one of the guards shrugged as they stared at one of the various artifacts in display, before being swatted on the back of the head by one of his partners.

"A) It's not art. B) Get on with your patrol!" the man grunted, "Thief could be anywhere. It's your head on the platter if they sneak by you."

"Geesh, I got it. There's ten of us in here though, you'd have to crazy high or just crazy to make an attempt on this place." The guard shrugged, walking off from the display. Kim's head popped up from behind it, she was crawling silently on the otherwise chatty place.

"Mm, I tried once back when I was a freshman. That doesn't make me crazy. Or high," she muttered, "Not now anyway. That'd make things even harder." With a light giggle, she proceeded. She was tailing the nearest guard, keeping out of sight in order to get their patterns in her head.

"Heh, not making this simple. Always two guards around by the time they shift at the case," she told herself, full of excitement. "Gonna have to come up with a distraction this time around if I want to..."

Her thoughts were then rudely interrupted by a yelp: "It's gone! The Kurtis Scale is gone!"

"What?" was the collective thought at the time. Even Kim was baffled at the announcement. "That can't be right. I've been keeping tabs on the case all this time, there was no one but the first guard and then the second and then..." her eyes widened as several flashlights flashed by, startling her out of her thoughts as she jumped into cover.

"Heart beating fast. Gotta calm myself," Kim told herself, concentrating in breathing normally. The mask aided her, but she didn't want to leave anything to chance right now. "Is there a second thief at work?" she asked herself as all the guards merged at the crime scene. "But if there was, when did they get in here? I would've been able to tell. I went all around... Plus the stationary guard..." she trailed off as she frowned, the last phrase repeating inside her head. "The stationary guard. They switch guards every ten minutes..." she looked out into the group. All the guards looked the same, all dressed in the same clothes, carrying the same types of firearms, probably loaded with mercy bullets, she thought. "The second thief got here before me. No... it's more accurate to say..."

"They must've pulled some trick. That phantom thief! Search the area!" one of the guards grumbled. The rest were as baffled and worried as the next guy. Most of them began frantically moving around, searching for clues, some of them even shooting their flashlights around in a panic. One of them seemed to snap out of the confusion.

"Guys, I'll go alert the precinct. We need a perimeter asap. Our thief might still be around!"

"Good idea, Johnson. We'll cover the area!" one of Johnson's partners absentmindedly said as they all continued to divide and search.

As the guard broke off from the group, Kim's eyes followed them to the stairs. "That my competition hid a tree in a forest," she narrowed her eyes, fired up. This was something akin to a major insult to someone like her. There was no way to stop her now. Kim exerted every last effort and strained all of her reflexes and agility to quickly bypass the nine remaining guards in order to catch up to her suspect. Once she caught up to Johnson, she began tailing him while keeping invisible.

"Third floor, heading up... Local police don't send choppers to set a perimeter on first instance, backup is sent in cars. This guy made an obvious mistake. Other guards must be too shocked," she observed. Kim gasped and hid around a corner as she saw Johnson stop and lean against a column. He grabbed his walkie-talkie as he adjusted his cap and produced a small object which he held in-between his index and thumb, as if appraising a gem.

"Object is secure," Johnson said, obviously out of the police frequency. "They don't suspect a thing. Need extraction."

"Extraction, huh. Getaway must be in the roof," Kim frowned, "Can't let this guy get away with the Scale. That'd speak badly of me. Oh, and poor Beth's document," she eagerly thought, dropping her backpack and removing her muffler.

"Understood. 5 minutes to extraction. The Light be praised," he finished. The last phrase stuck to Kim, but she had no time to think.

"Whoever this sucker is, I'm not gonna let him get away with MY prize," she said, straightening her gloves and cracking her knuckles. Kim was a pretty average built woman, with nothing very conspicuous in the feminine asset department, other than her slim and fit body, but it suited her line of work just fine. She was a brunette with shoulder-length hair wearing it just over them. For all of her petite stature and build however, she was trained in self-defense and could hold her own fairly well.

"This was too easy," Johnson thought out loud as he bounced the mysterious object in the palm of his hand and headed for the stairs to the roof. In one of the instances where he absentmindedly played with his catch however, a swift hand snatched it off the air. "What?!" he exclaimed, startled.

"What a dear. You shouldn't have," Kim taunted as she skidded to a halt and turned, mimicking his carefree bouncing of the coveted item, "But if you insist, I'll take it!" she grinned. Johnson shot her a glare.

"Who are you, and what do you think you're doing?" Johnson growled, obviously feeling insulted. "Return that at once!"

"Or, what, you'll scream?"

"You'd like that, wouldn't you?" Johnson smirked, his fists balled up and ready to brawl, "But if those dumb cops come here, it'll complicate my retrieval. No, I believe you'll have to be silenced for the good of our cause."

"Sorry, but that can't happen if you're knocked out first!" Kim was curious at the mention of a group, since she wasn't aware of such a thing having been made public, even in her inner group of underworld contacts. Her fellow robber however seemed to be plenty serious. The timing was bad for both. There was no way either was going to make an escape while the other was conscious.

Johnson threw himself at Kim. Her opponent was larger than her, and he had a way of moving that told her he wasn't just a goon. He was trained. "You can't oppose our will! No one can!" he taunted as he stopped mere inches from a surprised Kim, throwing a karate chop at her neck. Kim gasped, not having expected such speed. She put both her arms in front of her in order to block, but the sheer force of his blow sent her staggering backwards. The scale in Kim's hand made an inaudible beep as the force from Johnson's hit caused her to tighten her grip on the prize.

She gasped as she stood back up on her feet, "H-Hard hitter, eh? Well I'm wise to your techs now!" she bluffed. Kim had only had to defend herself in one or two situations, most of them dealing with average Joes. Her jobs usually went so well that she hardly had to get violent at all. Johnson didn't seem to budge an inch, coldly staring at her.

"Give the Scale to me. The Light must have it, that we might all ascend."

Kim felt as her arms were slowly recovering from the blow she had to absorb. "Gotta keep him talking so I can get my strength back. Maybe I can strike if I catch him off-guard..." she thought, frowning a bit, "What Light are you talking about? You're coming off as a creepy religious guy," she observe, making Johnson suddenly jump at her, driving his fist with hammer strength. It was all Kim could manage to avoid him this time, leaping off in time before he crushed her with his fist.

"Sensitive guy. Gotta play it cool..." Kim swallowed as she staggered to her feet, unable to notice that the pressure she had been applying with her hand in reflex was causing the item in her hand to shift shape. "You're talking big, that must mean you aren't just a two-bit thief. What do you want this for?" she calmly asked, holding her ground in case Johnson did a follow up attack.

Instead, he rose to his feet and gave her a hard stare, "You're a petty woman. Your ilk have no right to ask questions."

"Petty...?" Kim growled, lightly growling as she felt like suddenly slugging the arrogant male. In fact, the only thing that made her stop clenching her fists was a prickle that she felt in her palm, sharp enough to make her whimper. "Eek! What the?" Johnson hardened his stare, thinking she was plotting something.

As Kim opened her stinging hand, she realized the scale had stung her. The mark on its center was glowing a faint green, and the color was quickly draining. She widened her eyes as she felt like something was flowing into her, mixing in her blood stream. Before she could realize it, the reptile on the 'scale' had faded. She shrieked and suddenly removed the object, "What the...? This wasn't a Scale!" she thought, her eyes shaking as she stared at the item in her hand. It was had clearly shifted its parts, but it was closely the same as before. An intricately designed device, Kurtis's Scale was nothing more than an elaborately constructed syringe of some sorts, with the tip having been forced out during Kim's and Johnson's struggle. "And now the contents are in me!" she was about to faint from the shock alone, but Johnson didn't seem to be amused at all.

"What have you done?!" he called out, snapping Kim out of her confusion before she noticed the grains of powder in her palm.

"Ahh! What the?! It... it became dust!" she exclaimed, carelessly scattering the dust in fear. The gadget was apparently good for only one use.

"You... you worthless wench! You've destroyed the item our Leader demanded!" Johnson groaned, then suddenly began charging at Kim in a blind rage.

"Move." Kim felt weak all of a sudden. She wasn't budging. Her eyes saw the enraged man charging at her like a bull in the middle of a Spanish corrida, but her legs couldn't move. "Move!" Something was happening inside of her, and it was keeping her still, unable to move or feel, or even talk. "MOVE!" her mind screamed, but it was no good. Johnson hit her with such raw strength that the poor girl was sent reeling past one of the office's door, which was torn off as Kim flew through.

Breathing heavily, trying to contain his rage, the fake guard straightened himself and made calmly walked over to the office, intending to finish the job if necessary.

Kim's body lied on top of the broken door and atop scattered documents that had been knocked up by her intrusion so to speak. Somehow, she still was alive, and she was virtually unhurt. Yet, she still couldn't move or talk. "What's happening...? That should've killed me! I... what's... ohhhh!" she suddenly arched back as pain shot through her pain.

The young woman's body was flooded with intense feelings as her body chemistry was being reworked. The concoction which her blood stream had absorbed was changing her, turning Kim into something else. Its work pace was marvelous, almost instantaneous, although to the girl it seemed like hours instead of mere seconds.

The deep, ingrained pain that kept making her writhe and moan was quickly replaced with a persistent tingling that stemmed from her lower back. She couldn't move her hands, but she could feel as something was pushing out. Kim dreaded the thought, but it was clear her tailbone was growing outwards, lengthening into what seemed to be an actual prehensile tail. It shredded through her leather suit and continued enlarging until it was well over the length of her legs, the last fourth section coiling into a spiral shape. Kim heard the leather she was still clad in groan and protest as her body heat increased. The hotter she felt, the more she thought she was about to burst. It felt as though she was expanding, it felt incredible, unreal, but above all, pleasurable for a change!

Her eyes looked down as the tingle focused on her chest, specifically in her breasts. Those inconspicuous mammaries of hers were being affected. They were tingling and feeling hot. The leather was groaning harder now, she could see, hear and feel it stretching as her mass increased. Years of hormonal negligence were being done justice, and Kim's eyes bore witness to how her A-cup sized lumps suddenly gained girth and swelled past any of her wildest dreams. Kim's breasts began inflating like balloons, pushing against the top of her already tattered leather suit as they contested for space. They powerfully squeezed against each other, making her whimper in need as their sensitiveness increased with their size. They got to C-cups soon, and the damaged top was straining to contain the enlarging globes of flesh. It protested some more, and in turn Kim's cheeks flushed as light trickles of drool escaped the rim of her lips; the growing teats were starting to spill flesh through the seams of the tearing top, it wasn't going to be long.

With a mental shriek of bliss, followed by the burst of her top, Kim was able to see her nipples taking in fresh air along with her new pair of double D boobs. The tingle disappeared from her chest. It was what had distracted her at first, and the pleasure had helped, but now that it was briefly over, Kim couldn't help but notice the odd coloration her teats had taken. No longer pink like human flesh is; but it was a pale green now, almost going to cream white mixed with a dash of lush grass. She also noticed how she could feel the nipples, but they were buried under a thin layer of that odd skin; the sensitiveness wasn't diminished at all, they were there, but they were hidden from view.

With her new bust line, Kim was unaware that the rest of her body had undergone a rather thorough metamorphosis, which she had lived through without a care thanks to the distraction of her swelling orbs. Now that they were so big she couldn't see past that mountainous cleavage which so flawlessly adorned her chest, and was missing how her stomach and underbelly had taken upon the very same color of her tits. This was different for the rest of her body, which had turned to a fundamentally greener hue, along with her long tail. Kim was unaware, but she could feel every change in her body: Her fingers were curling and her nails falling off, her hands turning into claws, the same as her feet. The change of her feet into clawed paws was more intense, as her growing flesh easily tore through her sneaking boots, her new claws shredding through the fabric as if it were made of paper. "Nnngh... what is wrong with me? What am I... turning into?!" she whined in her mind, distressed over being unable to speak. She felt her teeth growing, sharpening, but that wasn't what startled the most. She was able to finally tell why she couldn't talk when she began to feel the tingle focus in her face.

It felt weird at first, but then she quickly adjusted to the feeling just like how she did when her tail had begun growing out. Her face started by pushing and rounding out, contorting into what seemed to be a smooth scaled snout. Kim's nose melted into two orifices where she could continue breathing through, and her ears just completely disappeared from sight as her new face formed. Her eyes suffered a strange metamorphosis, where the iris split into two smaller dots in her eyeball; the process caused her to shut them off instinctively, not out of pain, but because her perception had suddenly begun to change substantially. She groaned slightly as two lumps formed by the rim of her forehead, through where two small horns emerged; they mostly blended with her brown hair, being a dark green in color.

It was then that the feeling became intensified particularly in her lower body. "Nngh! Wh-what is it this time...?!" she exclaimed in her head, unable to talk yet. The tingling centered around her hips, where her thighs were still growing larger, their muscle thickening to strengthen her legs to help her support her new, stronger body. Kim began moan slightly as she felt her buttocks begin to expand and fill out the remains of her suit which she had thus far outgrown. Usually she had sported a small behind, but now that seemed like a distant past. Her new tail shot up, uncurling and pointing straight as a ruler as her inflating ass cheeks began pressing against the leather just like her new knockers had when they had their own growth spurt.

Kim was unable to help herself, she wanted to grope herself just to be able to confirm the reality of it. Her cheeks flushed deeply as the leather was just only one of the things that were pressing against her ass. Before that, her expanding derriere was wedging the fabric of her panties, and already one could hear the stretching sound of the losing battle. Her closed eyes frowned hard as she felt the growing bubblebutt devour and finally destroy her underwear; but it was only half done. The leather was next. Kim's legs had become slightly more muscular, and as a result they'd become larger, thus her leather pants were already creaking and her widening hips, and enlarging ass was going to make them burst if they didn't stop.

They did not stop. The flesh from her growing butt cheeks busted the leather at the seams, escaping in increasingly numerous chunks until finally it was too much. The leather split apart with a big shredding sound and finally the creature who was once Kim was freed from the confines of human clothes. She was now naked, truly in her new birthday suit.

After such a drastic change, the only thing in her head was that Kim could finally relax, but then she suddenly felt a strange urge and shot her eyes open as her tongue suddenly came spilling out of her new maw. The slick muscle was now thinner than a human tongue, although not by much. It was however significantly longer, its tip reaching down as far as to her left thigh, without even exerting its complete length at all. She almost entered a panic when suddenly she willed her tongue back into its rightful place. Kim gasped, her chest raising and falling as she breathed heavily, unable to process what had just happened. To make sure of what had occurred, she began touching the roof of her mouth with the tip of her tongue.

It was back to normal! But then, curiosity beat her and as she focused on an empty soda can on a nearby desk she suddenly shot her tongue out and hit it bull's-eye with the tip. She gasped again and willed her tongue back. "That can was at least six feet away from me...!"

Before she could analyze her new ability however, she heard what appeared to be steps. Her eyes focused on the hole her body had made earlier and then all of a sudden she could see Johnson approaching her slowly, as if in dilated motion. The changes she was experiencing, after all, were happening so fast that she didn't realize he wasn't the one walking slowly at all. When she finally came to gripes with the situation that she had been transformed into a totally new creature, Kim's eyes blinked and suddenly took their earlier appearance. Johnson was approaching the office fast now.

"I have to get out of here!" the words echoed in her head, and before she could realize it, she was suddenly back up on her feet. The jump caused her to bop the underside of her snout with her new breasts, then she realized how different her perspective was. Kim felt heavier, but also stronger, and not at all tired. In fact, she felt warm, as if she was hot and full of energy. Johnson approached the dark office, and reached to flip the light switch on, but before his fingers made contact, Kim instinctively shot her new tongue out. The prehensile, elastic property of the muscle acted very much like the end of a rubber band when it snaps back after being stretched. As a result, Johnson was hit pretty hard, and his hand repelled.

"What?!" he growled out in pain, rubbing his sore arm. "What was I hit with...?" he groaned, then quickly barged into the office without thinking. "Cute using the office tools, woman, but you should've run when you had the chance!" he announced.

Kim gasped, but before he could charge at her again she suddenly leaped upwards with great strength. "Ah!" she exclaimed to herself, realizing her claws had dug into the concrete ceiling, effectively granting her the ability to cling to hard surfaces. "I jumped so high without thinking... but now I'm hanging from the ceiling, what the hell...?" she thought to herself; she was working on new instincts she hadn't possessed until now.

"What...? She snuck around me?!" Johnson growled in annoyance, then quickly turned to flip the switch on again. There was no time to shoot her tongue this time, she had to make herself scarce!

"He can't see me! I can't be found, I'm stuck to the ceiling!" she told herself, unable to control all she could do yet. With her own predicament, however, she had triggered one of her new, latent abilities...

"Where are you...? Where are you, wench?!" Johnson cried out, this time worried. He frantically looked around, at the walls, around the knocked over debris, the ceiling, everywhere... She was nowhere to be found!

But Kim was still there. She hadn't been able to dig her claws out yet, she was hanging from the ceiling, looking down as baffled as the robber was. "I'm pretty sure he looked directly up at least two times, can't he see me...?" she gasped, then looked at herself as if questioning whether she was now invisible or not. Truth is- she was, and she was not. "No way!" since her claws couldn't move yet, her tail instinctively uncoiled and began feeling around her legs and torso. She still was there, and when her tail moved she could perfectly see it, but there was something out of place: Her scale color wasn't the same. It was pale, creamy white, although stained with what appeared to be humidity. Color-Changing. Her eyes widened.

"I took upon the same color as this worn down concrete ceiling..." she reasoned, then it suddenly hit her. The claws, the tail, her face, her tongue, her breasts! "Um, actually, I'm not sure why my boobs grew bigger..." she stopped her train of thought briefly, until she composed herself and began piecing the facts together. "I'm some sort of chameleon now! That must be it! Kurtis's Scale wasn't a scale at all, it was some sort of potion inside an elaborately concealed old-fashioned syringe...!"

"Nngh... She must've escaped while I was trying to look for her. She must've deceived me!" Johnson concluded. He turned around and left through the hallway, when his transceiver suddenly began buzzing.

"Transport has arrived."

Johnson picked the walkie talkie and prepared to answer, when suddenly Kim caught sight of his back. For some reason, she suddenly began feeling hotter. "I feel so strong..." she told herself, suddenly urged to test out just how strong she had become. "But I also feel... weird. Kind of like..." she had almost forgotten how good her transformation had made her feel. The expansion of her sensitive spots had rendered her especially responsive to touch, but for some reason, her body heat had been increasing ever since she had become a chameleon. The reason why she felt so energetic, so hot and strong was a mystery to her now. She was growing aroused, and it was getting harder to reason. "I should knock that bozo out, show him who's boss," she told herself, her eyes narrowing, "But then again... that uniform's pretty tight. He's got a nice, little bu-waaawh! What am I thinking...?!" she said to herself, flustered.

"Huh?" Johnson turned before he answered, then dropped the transceiver, which accidentally broke on the floor by his feet. His eyes widened as he finally noticed there was something, or someone, hanging from the ceiling of the office he had just exited. "What the hell?!" he shrieked.

Kim snapped out from her delusion, unaware that her mind had wandered off completely. This brief moment of arousal had affected her color changing ability, and as if to match her mood, she had turned a bright pink. There was a bright pink reptile with breasts hanging in front of Johnson, what was a man to believe? "DEMON!" he yelled out in a panic.

"Hey! I resent that!" Kim frowned, but she suddenly realized she was fully visible. And pink. "What the...?" she blinked, examining herself closely. "Agh! I blew my cover...! Stupid silly thoughts!" she cursed her perverted brain. However, there was more to it than what she believed. Kim wasn't a perverted girl to begin with, but her brain chemistry was now being affected by raging hormones inside her new body, whose internal temperature was resonating with the ambient. It was a very hot, humid night, the kind of night which highly benefit cold blooded creatures.

"My... my cover? I'm naked..." Kim thought, her eyes narrowing again as she caught sight of her massive boobs hanging just in front of her maw. She gave them a few tentative licks, unable to help herself. "Mind... clouding. Can't... stop... self..." she thought, and suddenly all four of her claws crushed the spots she had been clinging to at once, effectively dropping her to the ground.

"G-get away from me!" Johnson's eyes, now as wide as plates, displayed fear. Part of him revered the sight before him, since the creature, even if a cross between species, retained the womanly shape of a perfect hourglass, with beautiful, round breasts and a heart-shaped behind. His common sense was working full-time now, he had to get away from the monster, no matter how painful the bulge on his pants felt.

The so-called monster, however, cared little for what the man thought or felt. Kim rose up to her legs again before shifting to her four claws, and then she began to quickly crawl all the way over to the terrified male. "Give me. Give me what I need!" she begged almost cutely as her claws reached for Johnson. He screamed again and finally his legs responded.

"AHHHH! Leave me alone!" he whined, attempting to make a break for it. Before he could make it very far however, he tripped and fell over. "What?! Noooo! Let go!" he begged helplessly, his legs tied together by a made-shift lasso created with the chameleon woman's strong tongue.

"Mmnhh... I could just... eat you up..." Kim smiled deviously once she had finally topped Johnson, her tongue having returned to her maw. "But I need..." she gasped hotly, beyond human reasoning. She was being led by primal instincts now. Kim wouldn't be able to respond to her name anymore, she was a hunter and a seductress now. "I need... you," she barely managed to say out, smirking as her claws made short work of the terrified Johnson's pants, revealing his hardened member.

At any other moment, Johnson would've exerted all his strength in order to struggle for dominance, but this lust-crazed monster had pinned him down hopelessly, her powerful, muscular thighs sandwiching his hard-on. With boobs the size of melons in front of his face, he was hardly up to the fact of resisting his own lust. "Give me," she repeated, "Give me now!" she demanded loudly, suddenly slamming her hips down. Her cushy, large ass pressed against Johnson's lap, causing him to moan out from the pressure as she forced his dick into her vagina. It wasn't rough, it was as soft as any other cunny the man had felt before, but it was hot, hotter than anything he'd ever touched. Yet the warmth did not hurt him, it was comforting, it made him feel pleasure! He wasn't going to admit to such a thing, but Kim did not care. She just straddled him and began riding him while her huge tits smothered his face. She was whining, whimpering, as if this pleasure was all that mattered to her. She felt hot, and she had to get rid of the heat in order to feel good.

Johnson muffledly begged her to stop, but Kim was lost in her own world of lust. She couldn't stop, she didn't want to stop! The man's dick was ejaculating briefly, but Kim continued regardless! She was building up, her hips a flurry of thrusts even as semen splattered off the rim of the insertion. Her pleasure was all that mattered! "More... m-more! Give me more!" she growled almost adorably, her voice undistorted even after her transformation. Johnson was overloaded with bliss, and suffocated by her breasts. Somehow, she continued to hump him even while he was half-hard, and half-conscious as well. Eventually, she reached the point of no return and arched back, releasing the man from her sexy punishment as her bliss peaked, resulting in a washout of female juices when her orgasm finally hit her. "Ahhhhh...!" she sighed in pleasure, eyes rolling back as she grabbed the underside of her great mammaries and pushed them up, where she began to lick and nip at them, intensifying her own pleasure as she ground her big, shapely ass against her unconscious victim.

After a whole minute of cumming, Kim finally began to regain her senses. She felt great, as if she had just received a full body massage in heaven and was sent back carried in a stud's muscular arms. Then she realized she was straddling Johnson with her crotch stained in sexual juices. "Oh crap...!" she gasped, returning to her standard green color as she quickly rose to her feet. "Did I...? Did we just...?" she began asking multiple questions to no one in particular, to which no answer other than the obvious came out: She had just humped a man senseless. The question in her mind that remained however was: "Did I rape him...?" she asked herself in a worry, leaning over to inspect him. She noticed that Johnson wasn't dead or in a coma, he was merely asleep, and he seemed to have a satisfied, goofy smile in his face. "Uhh... I guess... I'll ask some other time."

Kim was still unsure of how her transformation had come to be, she was unsure of who her competition really was, and she was also unsure of how she was going to explain this turn of events to her friend Beth. Now wasn't the time for 20 questions however. If anybody had been near vicinity of the third floor they probably had heard their most recent 'scuffle'. "I have to bail!" she told herself, and then remembered she had left her things at one of the corners of the annex.

Making a short dash she picked what she had left behind and threw it inside the janitor's office. The place was relatively quiet. The guards on the second level must've been investigating the lack of reinforcements plus the disappearance of Johnson. "I wonder what they will think when they find him like that..." Kim groaned, still shaking in disgust after thinking how she had banged the guy, even without realizing it. "Well, he isn't my problem now. I have to get back to Beth! Ngh... though how will I explain this? Mmm..." she looked in the mirror, basking in her self-image, "I can actually dig this new look... And the powers," she suddenly turned a jet black, which blended right in with the darkness, "It'll make new heists more interesting," she grinned a bit, flashing her new fangs to herself, "Ooh. I'll have to be careful with tongue kisses from now on. Well..." she twirled a bit, re-examining her reptilian body before she returned her color to normal, "One thing for sure. I'm not a CAT burglar anymore!"

The End.