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The classroom bustled around Lilia as she took her seat, the book for the course laid on her desk and her backpack under her seat, out of the way. Students muttered and shouted to each other around her, chatting and continuing their social lives from outside the classroom as she got herself settled, waiting for the professor.

She was a little surprised that some of the guys weren't staring her way for once, though she was also a little relieved. Back in high school, there had been a few times when she'd entered the room and people started hitting on her as soon as they were within earshot, sometimes even going so far as to shout across the room for her number. That had always gotten her blushing, and made her want to hide in a little hole somewhere.

That wasn't the case here in college. Though Lilia was still a pretty girl, she had seen more than a few others that were drop-dead gorgeous in appearance, enough to give her peace of mind that she wouldn't be the one singled out for date requests.

The only thing she regretted about losing the Beauty Queen status of high school was that it had left her without a date for Valentine's Day. It was the first year in at least a decade that she hadn't had a boyfriend, or at least a friend, to be there with her. The fact that Valentine's Day also happened to be her birthday didn't help, because it meant that she'd be missing out on two holidays instead of just one.

But, that was the price she had to pay, she supposed. Lilia shrugged her shoulders, putting on a happy face as she ignored the people near-shouting around her.

Well, most of the people around her. Despite her desire to look ready for when the professor got there, Lilia couldn't help but glance off to her left, at one of the few students she'd learned the name of in this class.

Cipriano was his name, though most people called him Chip instead. Lilia didn't know much about him, other than he was something of a rich kid - though not old wealth; his family simply ran the best cannery in town - and had a long family line that he never talked about. There was something to the mysteriousness that he carried around him that always enticed her, always interested her.

Of course, she hadn't been able to approach him just yet; after all, she had seen him hanging around a few other girls during her time here at Grant State University, and even if she hadn't, she wasn't used to going to others and asking about them. All that time in high school, the boys had come to her. Now that she wasn't at the upper echelon of desirability anymore, she wasn't sure how to make it work.

Not that he would be interested in her, anyway, Lilia thought with a blush. After all, she didn't have all that much going for her. The only really interesting thing about her was the fact that her birthday was on Valentine's Day. Was tomorrow, in fact. And that wouldn't really be enough to get the attention of someone like Cipriano.

Her fantasies about having him as her boyfriend were interrupted as the professor walked into the room.

All of the students turned their eyes to the classroom door, and most of the guys went a little slack-jawed, their eyes glued to the beauty walking in on high heels, each step making a little click as the heel tapped on the tiled floor. The eyes of the boys in the class drew a line from those high heels up slender legs in a tight pair of pants, leading up over a professional jacket that seemed to quiver slightly with each step the professor made.

Shiny black hair kept her face hidden as she walked in, only to be thrown over the professor's shoulder as she reached the desk at the front of the room. Intellectual glasses did nothing to take away from her beautiful face, smooth and unblemished.

Despite the youthful appearance of the professor, Lilia had to admit that the instructor looked professional enough. Maybe spent a little too much time on the beauty products, she thought to herself, but then again, what girl doesn't?

Putting her glasses down on the desk, the professor leaned back a bit. "Hello, class. I am Professor Naguiba Qawwi. I am going to be your teacher for Ancient Cultures for the next few months, and maybe, just maybe, I can get you to learn a little more about the people that influenced all we have today." She looked around the classroom. "And if any of you think that you can get lucky and pull any stupid pranks or stunts in my class, think again; I take my subject seriously, and while I can tolerate jokes that further learning, I will boot your sorry self from my class without any hesitation if you decide to make an ass of yourself.

"Is that understood?"

Lilia was well aware that everyone else in the class were nodding their heads as quickly as she was. The teacher's voice was smooth and silky, but there were very definite claws underneath that silky, velvety tone, claws that she didn't want the teacher tempted to use on her.

Professor Qawwi nodded her head, and then reached down to a piece of paper on her desk. "Alright. We're going to go through roll, and then we'll get onto the lessons. When I call your name, raise your hand."

The names spilled from her lips quickly, and when students tried to do something other than simply raise their hand, or lighten the mood, they got a significant, sharp look from the teacher. Some learned their lesson from the wilting glance that their fellows got, others didn't, and Lilia got a pretty good idea of the collective intelligence of the class, not to mention who could learn and who didn't.

She was rather happy to see that Cipriano was one of those that learned from the other students's mistakes, as he just raised his hand. It was just a little strange, though, as the professor's eyes lingered on him for a moment before moving on down the list. There was a rather significant glance there, but she couldn't figure out what it might have meant.

"Lilia Sharer?" Professor Qawwi called out.

Lilia raised her hand immediately, and blushed shortly after, realizing that she had put her hand up faster than anyone else in the class. Well, better to look a little too eager than to be too slow, she told herself, even as the teacher's sharp eyes fixed on her.

There wasn't a nod, like the other students received. Instead, the professor looked back down at her paper, sliding her finger across a row on the sheet. "Lilia...Lilia," Professor Qawwi muttered under her breath. "My my. That's something you don't see every day."

"What is, Professor?" Lilia asked.

"Someone with a birthday on Valentine's Day," she said. Lilia blushed a bit. "I imagine that you're quite blessed, considering that you were born on the sacred day of Aphrodite and Venus...and Bast, of course."

"Well, I...I wouldn't say that," Lilia said, her blush only getting bigger as she felt the gazes of other students falling on her from the sides and from behind. "I mean, it's not like I have anyone special to spend the day with." Oh god, oh god, why did she say that? That was just...just so wrong to say out loud.

"Hmm..."

For a moment, Lilia was worried that the teacher would push the matter further, and she hung her head, bracing herself.

It turned out to be for nothing, however, as the professor walked around her desk, turning to the board behind her. "Alright, everyone. Let's get started." She started to write out the course title on the board. "Now, if you'll turn to page number twenty one in your textbooks, we'll begin our study of the ancient cultures of Africa, particularly that of Egypt to start with. Now, the Egyptians..."

She let the words wash over her as she opened her book, flipping to the page mentioned. It had a black cat on the page, with a small sub-description naming the cat as Bast. Lilia blinked a bit, but shrugged it off, starting to read as the professor talked.

#

Though the class was two hours long, Lilia was shocked when it ended. Not only was the textbook for the course itself fascinating, but Professor Qawwi had brought up many interesting facts that she'd never heard before, legends of different gods that she'd only heard mentioned by name a few times before.

Of particular interest, for the Professor and her at least, was Bast.

Before today, Lilia had only considered Bast to be something of a god of cats, and that was it. There weren't a great deal of legends surrounding Bast that she had been able to find in the libraries, so she had assumed that Bast had been just a minor god that was in the group to explain why cats were worshiped in ancient times.

Turned out that she was wrong. Bast was not only the god of the cats in ancient Egypt, but also one of several gods of fertility, not to mention a few select legends of bringing a form of the werewolf to the Egyptians. Of course, in this case, they were werecats rather than werewolves, but the principal seemed about the same. Lilia had found that particularly fascinating, considering that she'd never heard of any sort of human/animal mixes like that outside of the werewolves.

"I'm going to have to check out some more of this stuff at the library," she muttered. The public library would be relatively useless, but she hadn't checked the university library yet. There was probably more stuff there, what with all of the information that the students here needed for research. If anyplace in the area had books on the werecats, then the university library would be it.

In fact, why not head there now? Lilia paused at one of the forks on the college grounds, one path of which would send her back to the dorms, the other sending her to the library. It wasn't like she had a lot of things to do back at the dorm, after all, and the teacher would probably like it if she did some independent research. Might even be worth a little extra credit, for that matter.

That's it. She'd do it, she decided with a smile spreading over her face. She turned onto the other path, her walk turning into a brisk jog.

It didn't take her long to reach the library, and she only slowed down after she stepped past the doors because she was required to by university rules. No running in the library or the halls; a rule that most people admittedly broke, but she didn't want to be barred from the library for the night by breaking this one in sight of the librarian.

Knowing the organizational system of the library by heart, Lilia walked past the aisles of books that didn't relate to what she wanted to learn. "Let's see...mythology...mythology..." she muttered under her breath, her fingers tracing over the wooden shelves. "Ah, here...now...Egyptian mythology..."

It took a while to get past all of the Greek and roman mythology, considering that there was so much of it, but eventually she managed to get through the common stuff to the lesser known Egyptian myths. The smile on her face grew larger as she squatted down, dragging her finger along the spines of the books, reading through the titles. "Pharaohs and Gods...Ra, The Story of the Sun..." she muttered under her breath.

"Looking for something like this?"

Lilia's head whipped around, a blush growing on her cheeks as she looked up at Cipriano. In his hand was one of the mythology books, titled, "Bast's Servants." An illustration of a large, humanoid feline was drawn large on the front of the book, leaving little question about what it was about.

She smiled, nodding her head as she stood up. "Yeah, that's just what I'm looking for; how did you know?"

"Oh, just had a feeling," he said. He held out the book, and she took it as he continued. "I saw how you were paying attention back in class. Really interesting, huh?"

"You thought so too?"

He shrugged. "Well, kind of," Cipriano said with a shrug. "I just knew part of it already, so it was kind of a recap for me, you know?"

"Yeah, I guess." She tucked the book under her arm, blushing a bit. "So...did you just follow me to give me a book?"

"Actually no, but it was a nice little bonus." He smiled, and Lilia had to force her legs to keep from shaking a bit. "I was wondering if you had anyone to spend Valentine's Day with. Any plans or anything like that?"

It took everything she had to keep her jaw from dropping at the question. Chip, Cipriano was asking her if she had anyone to spend Valentine's Day with? If she had anyone that she could spend her birthday with? "Uh....uh, no..." she said, barely able to keep from stuttering. She rubbed her arm. "But...don't you already have someone? I've seen you with a girl or two -"

"Just friends, nothing serious," he said. He smiled, and again, she went weak in the knees. "So...would you like to spend tomorrow with me? Say a little dinner date, or something like that?"

"YES!"

Lilia went bright red as every head in the library turned towards the two of them, covering her mouth as though it might reverse the shout. She couldn't believe she'd done that.

At least it didn't seem to have bothered Cipriano. He just chuckled a bit at her, and put a hand on her shoulder. "I'm glad that you're so eager," he said. "Pick you up at your dorm room around seven tomorrow?"

"Sure...that's great, Cipriano."

"Please, just call me Chip."

"Alright...Chip."

He nodded at her, and then patted her back before walking off. He paused at the library door, turning to give her a little smile and nod of his head before leaving.

As soon as he was out of sight, Lilia collapsed against the shelves behind her. The bookshelves were nice and sturdy, so she didn't have to worry about anything getting knocked out of place, but she needed the support badly. Her heart hammered against her chest, and she couldn't stop breathing fast. Her face felt like it was on fire, almost as though she had a fever or something.

Perhaps she did. A lovesick fever, from having a crush on someone for so long and then, finally, getting a chance to actually indulge it.

Slowly, she managed to calm down, helped by the fact that the other people in the library weren't staring at her anymore. She pulled the book back out, running her fingers along the elegant artistry on the front. "Well...at least I'll have something to do before tomorrow," Lilia muttered to herself, walking towards the checkout line.

#

Professor Qawwi waited for him back at the classroom. Sitting on her desk, she had her legs crossed slightly, just enough to keep anybody - like him - from looking up her skirts at something she didn't want them to see. She smiled as he walked closer, slowly removing her glasses. "I trust that things worked out in the library?" the professor asked.

"Like a charm," Chip said. "She didn't even really need to think about it. I barely asked her to go out with me before she was shouting about how eager she was."

"I thought I heard something from that direction," she said with a chuckle. She slid off of the desk, walking around to the other side. "Then I can continue the preparations. Tomorrow is going to be a very interesting night."

He hesitated for a moment, then walked over to her. "What, exactly, is going to happen tomorrow?" The professor turned to him, one eyebrow raised. "I admit that I don't study as much as you have - "

"Obviously not."

"- but I don't really understand. Lilia's not one of us, so what does it matter that she was born on Valentine's Day?"

She sighed softly, shutting the drawer that she'd opened before turning to face him directly. Leaning on the desk, one hand on her hip, she said, "Your parents don't really teach you much, do they?"

"They taught me enough."

"About pride, maybe, but about the actual traditions and culture? About OUR traditions and culture?" She laughed. "Obviously not, if you can't understand what I'm doing here."

"But what ARE you doing?" Chip asked.

He realized how strange this would seem to someone else looking in. The two of them were face to face, him with teeth gritted and half bared, the professor with a small smile and a near smirk on her face; him with vague Italian looks, hers exotic Egyptian, yet both of them talking about a shared culture and people.

It was a good thing that the door was closed.

Professor Qawwi just continued to smile. "Trust me, Chip; there's nothing that you need to worry about here. Just do what I say, and you'll get not just that extra credit that you've been wanting for this quarter, but a good bit more fun for your Valentine's Day night than you ever imagined."

#

One day flowed into another, and Lilia soon found herself in the arms of her crush on Valentine's Day. He had showed up on her doorstep dressed up in a tuxedo, looking as handsome and fancy as any girl could ever want. She felt like he put her dress to shame, but he made no comment on it, only giving her a smile as he escorted her from her dorm to his car.

They shared a meal at a place that she'd never heard of, but had turned out to have great food. A delicious Italian dinner that had her stomach full and satisfied, complete with the most handsome guy in class across from her, giving her smiles that were meant for her alone. It didn't take long for her cheeks to start hurting from how much she smiled back, but her heart was so light that she barely noticed, only wanting the night to stretch on forever.

She felt sleepy as they went back to his car, and she giggled a bit as she slid herself into the seat. "Must have eaten a little too much; I always get a bit tired when I eat a big meal," she said with a smile.

"I know the feeling," Chip said with a small smile of his own. Putting the car in drive, he looked at the clock. "You know, it's not that late yet. How would you like to go for a little walk in the park before I take you home?"

"Do you really have to ask?" she said, her smile spreading further. A moonlit walk through a park? Sign her up.

He didn't say anything back, just nodding his head before pulling out of the parking lot. They didn't quite roar off into the night, but they certainly didn't go slow.

Lilia kept her hands folded in her lap as she considered how lucky she was, what she would tell the few other girls in school she talked to tomorrow. There was a lot to share, certainly, not least the fact that she got THE Chip to take her out on a date. There would be more than a few broken hearts in class tomorrow, particularly if she could find some way to get Chip to agree to keep her for a girlfriend, rather than just a date. Status wasn't everything to her, of course, but it wouldn't hurt to get a bit of commitment from him...not to mention how fun it would be to wave it in the faces of some of the other girls.

But how, she wondered as Chip turned off of the main road, going down a narrower one that led under some trees. The branches of the trees cast shadows over the windows, cutting off the moonlight that showed through, always keeping Chip in the dark but leaving her somewhat illuminated. How was she going to get Chip to see her as someone to keep around for a while, rather than someone he could have for a night, maybe a date once in a while?

She was still thinking as they pulled into the parking lot for the park, and only realized that they'd stopped when the car engine was turned off. "Are we here already?" Lilia asked in surprise.

"Yeah, the park wasn't that far away," Chip said. He was reaching into the backseat, fumbling around for something. "Wanna go look at the park map and pick which path you want to take? I'll be with you in a moment, just gotta get something."

"Alright, sure," she said. Smiling, she leaned over and kissed his cheek, then stepped out of the car. She shut the door behind her, her high heels clicking lightly as she walked off the lot and towards the standing map nearby. There was just enough moonlight for her to be able to see it clearly, and she leaned in to look over it, her eyes scanning over the different paths.

Each of the three paths were different, both in terms of length and the path that they took. The longest one was also the flattest one, while the middle length one was the most steep in terms of incline. The shortest one was just that, the shortest, with a few ups and downs to make sure that people got exercise.

Just the thought of the ups and downs made her wince, curling her toes as best she could in her shoes. "I think I'll need to leave these in the car," Lilia muttered to herself. She balanced on one foot, pulling her foot back behind her, and reaching back to pull it off. She did the same with the other shoe, and sighed softly to herself. "That's better," she muttered, wiggling her toes against the concrete path. Oddly, it wasn't too cold, and it was smooth enough that her feet didn't hurt while standing on it.

Unable to make a decision, she reached out to just let random chance decide. "Eenie, meenie, miney- mmmph!"

Two strong arms had grabbed her from behind, and one had shoved a cloth in her face, muffling anything that she tried to say. She gasped on instinct, and immediately regretted it as she smelled and tasted something almost sweet filling her nose and mouth. It wasn't something that she was familiar with, but she recognized the effects as her limbs immediately started to feel sluggish, heavy. Chloroform; she was breathing chloroform.

Her struggles rapidly slowed, and in seconds she was barely twitching in the grip of her attacker. Her eyes started rolling back in her head, her lips forming a single word. "Chip," she whispered soundlessly, trying and failing to beg for help as consciousness slipped from her grip.

#

She woke up slowly, shaking her head lightly. Or, at least trying to; her head barely moved, maybe an inch one way, then an inch another before something stopped her.

Lilia tried to pull her hand up to see what was going on, but that was no good either; her arm moved less than her head did, maybe half an inch before it was stopped in place. The same thing happened with her other arm, as well as with both her legs, everything tied down to the point where she could not move them even an inch.

Fear served as a wonderful wake-up call, she found, taking her from the dull sleepy feeling to fully awake in less than a second. She opened her eyes, looking down to see what was stopping her from moving.

To her surprise, she was bound, and bound completely. Her legs were tied down to a pair of stakes driven deep into the floor. Not the ground, as if she was outside, but the floor, something sturdy, strong. Chains attached to strong metal bands around her ankles, the metal cold against her skin as she tugged and pulled on them.

Strangely, it seemed that they had pulled her socks down just enough for the metal to be in contact with her skin, but not taken off her shoes or socks. The detail was minor, but it was strange enough for her to notice. Why would someone just go to half measures like that?

Looking up as much as she could, she saw that her arms were likewise bound, held above her head. As she moved to look, she realized that there was something under her back. It wasn't sharp, but more like a rolling incline, pressing against her upper back and lifting her partially off of the floor. It didn't do much for comfort, but it did make her chest push forwards, upwards, throwing her breasts forward as if she was putting them on display.

She blushed, groaning as she continued to gather her faculties together. "Hello?" Lilia called out. "Hello? Is anyone there?"

Her shouts echoed back to her, the echoing words rapidly becoming a din of incomprehensible noise before slowly fading away. The silence that followed pressed down on her almost painfully, as if it was shoving her back down in punishment for sending the silence away. She shuddered, pulling again at the chains.

"That won't do any good, you know."

That voice...Lilia turned her head again, as much as she could, towards the source.

Stepping out of the shadows were two silhouettes, silhouettes that she recognized, if only barely. The first, standing on the right, was Chip. She couldn't see his face, but there was no mistaking that body with his height. Not to mention the way that the few little bits of light that made its way down into...wherever they were...glinted off his hair enough to show its color.

The other, the speaker, could only be Professor Qawwi. Lilia's eyes went wide as the professor walked over to her, and her face went red as the little bits of moonlight coming through holes in the ceiling showed that the professor was bare, naked, nude, stripped of her clothes and not caring in the slightest. Her skin seemed to gleam in a strange way, reflecting the moonlight and actually enhancing the strange beauty that she'd shown in the classroom.

"You won't be able to break free of the chains," the professor said with a smirk as she and Chip walked over. She stopped at Lilia's side, squatting down, her legs spread just enough to make Lilia look right at her groin, right at her pussy. Lilia gulped, closing her eyes tightly. "Heh, trying to deny what you see, girl? Well, you won't be able to do that for long; not with what we're going to do with you."

"So...we're really going to do it?" That was Chip, alright; his voice was just as unmistakable as his body, and he almost sounded eager. "We're really going to -"

"Yes, yes, we are," the professor said. Lilia felt the professor's hand rubbing her over her shirt, going from her stomach to her chest. The touch brought shudders through her body, and not good ones. "The one born on Valentine's Day will bring great pride and prestige, great standing to both of us, once she has been changed properly."

"And I get what I want to, right?"

"Yes, yes you do." The hand was withdrawn, and Lilia let out a small sigh of relief. "It's almost time, Cipriano. I hope you aren't going to let me down here."

"Considering who's waiting for me, I don't think you have to worry about that."

Lilia whimpered, slowly opening her eyes again. They went wide as Chip stepped into the light that the professor had occupied just a second ago, as she realized that he was just as naked as the professor had been. His body was just as perfect as she had imagined it would be, though she had never wanted to see it in these circumstances. She squirmed as much as her bonds allowed, her fists clenching and unclenching as Chip stood over her, unable to look away as the light fell on his groin.

It was large, and rapidly rising upwards, the veins along the shaft turning from simple colored lines to bulging protrusions on the sides. She knew what he wanted, then.

Suppressing tears, she looked up at his face. "Please...please just let me go. I don't...I don't want this!" she cried. "I just wanted...wanted a date...get to know you..."

"Well, you're going to get to know me a lot better now," Chip said. He squatted down beside her, his cock almost brushing against her side from how close he was to her. "But before I get to know your body...I think you need to get to know mine."

"What...what do you mean?"

He smiled down at her. "There's a reason we want you...and now you're about to learn why."

Leaning back into the moonlight again, Chip pulled back his lips, almost in a sneer, showing all of his teeth. For a moment. they just looked like normal teeth, and Lilia didn't know what the point was.

Then, before her eyes, they changed.

Chip's teeth began to shift, changing shape and size in the moonlight. Most of the teeth shrank down, becoming smaller, slightly more pointed but generally smaller. The canines at the top of the mouth, however, grew longer, narrow, pointed, more like fangs than like teeth. They verged on pointing out of his mouth, almost like a saber tooth tiger's might have, but at the last moment stopped growing, so that they could still fit inside of the mouth.

"What...what are you?" she whispered, her eyes so wide that she almost wondered if they'd fall out of their sockets.

"I'm a were-cat...Descendant of Bast and his children." Chip grinned, showing all those sharp teeth, the smile nothing less than predatory. "A were-leopard to be precise. And soon, you'll be one as well."

"But..." She gulped. "Why...why me?"

Chip rolled his eyes. "Come on, do I really have to explain it to you? I thought you'd have read far enough in the book to see that much, at least."

"The..." Lilia flashed back to the book that he'd given her from the library, the stories and myths of the great cats of Bast within. "That book...that was true? Not myths, not legends?"

He arched an eyebrow, pointing to his teeth again. "First change here, Lilia. There's gonna be more. Do you really think that this is a legend when it's happening right in front of you?"

That was a good point, she had to admit, and it had been a pretty stupid question.

"I'll let you think about it for a second," Chip said, sitting down beside her. The position thankfully dropped his groin below her field of vision, so she didn't have to think about that. "Here's a hint. It's about your birthday."

Her birthday? Lilia had never thought it was that big a deal to have been born on Valentine's Day, but...

She blinked. She remembered one legend from the book, one that she had thought was a little bit silly, but, maybe it applied here. There was a story about how the werecats had been desperately low in numbers, following a great war in the past, something that had decimated them. The book hadn't been clear as to the cause of the war, or who the opponent was, but it had been quite clear that there was a need for more of the werecats, and stronger ones besides.

They found a woman born on Valentine's Day, Bast's holiday, and turned her. According to the legend, she became one of the strongest of the werecats, and birthed many of them, birthing litters at a time rather than the single or double children that the majority of the werecats did when they coupled. Something about being born on the holiday making her more attuned to the nature of Bast and feline kind, so went the legend.

The more that she remembered, the wider that her eyes went, until it physically hurt to have them open so wide. But it wasn't something that she could stop. Chip nodded down at her as she looked up at him. "You figured it out?" he asked.

"You're...you're going to turn me into a breeder, a source of werecats?" she whispered. "You...you can't!"

"We most definitely can." The professor chuckled a little bit from the side. "And we will. Now, Chip, if you don't mind, give her the bite to start the process."

"Heh, sure."

He leaned forward, and due to the chains, Lilia couldn't move away from him. She could barely turn her head, let alone squirm out of the way of this monster. "I thought...I thought you liked me," she whispered, trying one last trick. "I thought...I thought that you really did like me."

Chip shrugged, his lips right next to her neck. "I kinda do. But the professor is offering me a guaranteed A for the course if I do this, not to mention that I'm going to get a good fuck out of this; why should I say no?"

His teeth pierced her neck before she could say anything in response. Surprisingly, there was less pain than she thought there would be; perhaps the fangs were more like hypodermic needles than teeth when it came to this. If so, it would explain the lack of -

"AAAAAAAAH!" she screamed as he pulled back, a sudden burst of pain exploding through her body. It was like...not fire, but molten metal rushing through her blood, rushing from the bite up to her head, and then down through her body. It seared her, and she twitched and shook in her chains, unable to do anything more. "Oh god oh god, make it stop! Make it stop!" she screamed.

Neither of her captors did anything to stop it, only shaking their heads and stepping back. As she screamed in pain, the professor nodded towards one wall, and Chip stepped back into the shadows.

There was a cranking sound, and slowly, the roof of the chamber started to move. The sounds of cranking gears was only slightly muffled by the creaking rock ceiling, sliding along some strange mechanism to allow the sky to be seen from inside. This also allowed moonlight in, fully illuminating both herself and her captors.

Lilia didn't have the concentration to watch them, nor did she know if she could stand looking at them as they changed. All of her concentration was focused on the strange...not quite relief, but somewhat good feeling of the moonlight upon her skin. It didn't take away the burning, but it made it feel more natural, as if it was supposed to be there, as if the burning was natural to her body, rather than some foreign intrusion.

She barely had the chance to enjoy the easing of the pain before it concentrated further in her, the parts of her covered by clothes feeling like they were being ripped apart and put back together on the inside. She thrust herself against her chains, desperately trying to get free of them, but no matter how she struggled, they remained too strong to break.

A shadow fell over her arm, and the lack of moonlight suddenly brought the pain back in full force to the limb. She cried out again, and looked up, whimpering.

It wasn't Chip that looked down at her now. At least, not Chip as she knew him.

There was no human being there, no person with fangs. Instead, a furry being, with the ears of a cat and the fur of a leopard stood before her. He was almost half a foot taller than the Chip she had known, and his body was covered in muscle, thick and powerful. Though he stood on two legs, she could no longer see the human half of him, no longer see the humanity that she had imagined werecats would have. There was none of the nobility that she had imagined these people would have, none of the grand mystique; there was only the savage body of a predator, and one that looked upon her as his prey at that.

Large feet had turned into large paws, and they pressed silently on the ground as he walked around her. His fur brushed against her sides, her arms, and finally her legs as Chip made his way down to the space between them. His fingers reached down to the clothes that she still had, and she could feel the pressure of a claw through them. A little whimper slipped from her mouth, and she shut her eyes tightly, fearing the pain that she was sure was about to come.

But there was nothing of the sort. Instead, there was only a slight shredding, followed by a snapping sound as the claw ripped through her panties under her dress. She opened one eye, watching as he pulled the remains of her underwear out from beneath her dress, holding it up in front of her with a small smile on his muzzle. "You know what's coming now, Lilia. If you're still, maybe you'll even enjoy it."

"I..." Lilia shook her head, her throat closing around her words before anything could come out. There was no way that she would enjoy this. She knew that already.

Trying to find something, anything else to focus on besides the burning in her body and Chip between her legs, Lilia looked towards the professor.

Professor Qawwi had changed as well, though she looked different than Chip. Though the teacher had barely had B-cup breasts back in the classroom, in her changed form they had to be at least a DD. She stared at the tawny, brown-gold fur of the were-lioness, watched as she walked forward in silent, stalking grace. The professor's muzzle had a smile as big as Chip's, though hers was more of a smirk than a smile.

"You should be honored, human," the professor said with a chuckle. "You're being changed by a were-cat that has a line going all the way back to old Rome. Not quite as old as my own line, of course - mine goes all the way back to Egypt, after all - but there's a great deal to be said for his lineage. You'll be quite prized, my dear, quite prized indeed."

Like that would matter to her, Lilia thought with a whimper, feeling her dress being pushed up along her body. Furry hands pressed against her thighs, and she shivered as she felt a whisker press against her inner thigh, so very close to her pussy. Warm puffs of air blew across it, and she squirmed, futilely trying to pull herself away.

A gasp broke past her lips as she felt a raspy tongue rub against her pussy. It was grating, not at all pleasurable, she told herself, despite the flicker of pleasure through the discomfort. Lilia shook her head as much as she could through her bonds, trying to ignore what was happening. But with the repeated licks between her legs, each time dragging a wet, rough tongue across her most sensitive parts, that was impossible.

As the licking continued, she felt the burning in her limbs start to fade, and she sighed softly in relief. "At least...at least it doesn't hurt anymore," she muttered to herself.

"Oh, good, that means that the change is just about ready to start."

She turned to the professor in shock. "What...you mean that..."

"That's right." The were-lioness chuckled under her breath, one large paw reaching down between her legs and pressing against a sopping pussy. "You're about to change...you're about to become the breeding lady that we want you to be. Brace yourself, girl; this is gonna hurt."

Barely able to process what the professor had said, Lilia just had the chance to open her mouth before the first change hit her. Her eyes went wide and rolled back in her head as she screamed, feeling her bones grinding against each other, shifting, growing under her skin. It was like the feeling of an arm coming out of socket, but worse, ten times worse as all the bones in her body ground against each other all at the same time.

It was made worse still as she looked up, seeing Chip grab hold of her hips. The naked were-leopard had a grin on his face as he looked down at her, and she realized what he was about to do. "Please, please, n-OOOOOOO!" she shrieked as he plunged forward, his cock buried inside of her pussy in the space of a second, driving deep inside of her, his balls resting against her ass as Chip held himself in place.

"She will not shut up, will she?" Qawwi said with a shake of her head. "At this rate, someone's going to hear her."

Continuing to scream through the pain, Lilia barely noticed as the female feline approached. She kept shouting, squirming, screaming, hoping that it would just end -

Only to be muffled as wet, hot flesh pressed against her face. She gagged, gasped, but all that accomplished was the swallowing of more of the fluids, soaking her mouth with the taste of hot, wet pussy.

Her eyes flew open, only able to see the furred ass of her professor. She whimpered, but she couldn't even hear herself. It must have pleasured the professor, however, because she moaned loudly. "Heh, that's better, you little slut; if you can't take a good fucking quietly, I'll just have to get you used to eating pussy to keep you quiet," she said. Lilia whimpered as the professor ground against her face, drenching her in the strange tasting juices. "Now get licking; shout as much as you want, but make sure that you give me a few licks, too."

"I think I've waited long enough to fuck her, don't you think, professor?" Chip asked.

"Yes, I think you're right, boy; go ahead. If she's not ready by now, then that's just too bad."

Unable to see Chip, or anything else, Lilia couldn't brace herself for the were-leopard's thrust. It hurt, the barbs along his cock dragging along her inner walls painfully. She whimpered, yelped, screamed as he pounded it into her again, and again, and again, each time feeling like it was going into her deeper than the last one. The scraping, tearing feeling of his cock against her inner walls made her feel like she was bleeding, but there was nothing flowing out of her hole, no evidence of it in the slightest.

Her only distraction from the pain of Chip's rape, of the humiliation of being forced to eat this animal woman out, was the pain that spread through her body as she changed. She couldn't see herself changing, but she could feel it; the chains on her, the manacles on her arms and her legs were getting tighter with each passing second, squeezing her, tightening their grip. At first she barely noticed it, not compared to the grinding of her bones, the breaking of her pussy, and the flooding of her mouth with pussy juice, but it grew stronger, and stronger, until she felt like it was cutting off the flow of blood from her arms to her hands.

She screamed again, and the professor laughed above her. "Such a little pussy; can't take a real cock, can't take being changed. If she wasn't born on Valentine's Day, she would be so worthless." The were-lioness pressed back against her harder, shoving Lilia's lips hard against that wet, sopping slit. "Keep screaming, girl; if you can't lick, then you might as well scream your lungs out. At least that's useful for giving me pleasure," she said.

Chip's cock plunged into her again, prompting another scream from her lips, another muffled shout into that slit. She whimpered, tears flowing down her face as she took it, hands bunching into fists. Sharp points pressed against her palms, and she realized that she was getting a set of claws. Oh, what she would give to be able to use them on her rapists, to use them to defend herself and punish them for what they were doing...

Pressure grew in her chest, making it hard to breathe, and Lilia half hoped that it was some sort of high blood pressure, or something wrong with her. Something that would knock her out, make it so that she didn't have to be conscious for all of this. It would be a mercy.

Sadly, it was nothing of the sort. The pressure continued to grow, the top of her dress feeling tighter and tighter around her, constricting her breathing more and more as time went on. All of it was focused around her chest, as if her dress was trying to shove her breasts back inside...or as if her breasts were trying to grow out of the dress.

Remembering how Professor Qawwi's breasts had grown after her change, Lilia realized that must have been the case. She shuddered as she tried to imagine how much they must have grown to give her this much discomfort, this much pain inside of her dress. They must have been huge, comically so, impossibly large.

Finally, the pressure proved too much for her dress to withstand. A loud RIIIP overwhelmed the grinding, fucking sounds the two were-creatures were making, her breasts coming out into the open. Almost immediately, she felt fingers on each of them, pinching, twisting her nipples, drawing whimpers and unwilling moans from her lips.

The professor laughed loud, shaking her head. "I didn't expect her to get breasts bigger than mine, but they'll be good for all the milking she'll have to do for her cubs. I know that they wouldn't have been able to get all that they needed from the puny things that she had before, that's for sure." A savage pinch and twist made her scream again, and the professor moaned loudly above her. "Ooooh yes, such good screams, girl. That's it. Do it again. SCREAM for me, you weak little human!" Fingers, claws included, pinched down on her breast, and Lilia shrieked, her mouth as open as it could get against the were-lioness's pussy, her lips vibrating against them from the volume of her scream.

But that wasn't the worst part. As she changed, the changes weren't limited to size alone, nor the fur that she could feel prickling through her skin. She could feel Chip's cock inside of her, could feel the pain...turning into pleasure. She could feel her pussy opening up, changing from the human that it had been to that of a were-cat, something that was used to taking cocks like his, something that wanted to take it.

And as it changed, she could feel her mind slipping away. Not in the way that it might have if she was falling unconscious, something that she would have welcomed, but something worse. It wanted to be bred, to be fucked, and filled, and made pregnant with the litter that Chip seemed all too willing to give her. What was left of her dignity shrieked in protest, but she could feel that part of her mind getting stronger, and stronger, and it didn't help that she was no longer in pain between her legs. She never thought that she would beg for pain again, but it was at the point where it would have helped her stay true to herself.

She shuddered as she realized that the slickness between her legs wasn't just Chip's pre inside of her; now there was some of her own juices making it easier for him. Unwillingly, she curled her toes, feeling the same pricks of sharpness as she did from her clenched fists. Her body was still changing, out of sight, but not out of mind.

"She's starting to enjoy it, Professor," Chip said, and she could hear a little chuckle in his voice. "Think it's the change, or do you think that she really wanted something like this?"

"Probably the change, Cipriano," the moaning, breathless voice of the professor answered. "Heh, no human girl...particularly not this worthless prude...would ever be able to properly enjoy a dick like yours..." Professor Qawwi moaned over her again, and Lilia tasted a squirt of pussy juice over her tongue. She wanted to spit it out, just like always, but was forced to swallow it again...and this time there wasn't the same gag that she had suppressed so many times already. Her body was getting used to it; a mixed blessing at best, she thought to herself.

The professor sighed, long tail twitching slightly. "Well, looks like she's done screaming. I'm going to get up now, whore, but if you start screaming again, I'll be making you eat out my ass," the were-lioness warned.

By this point, Lilia would be more likely to be screaming in pleasure than in pain - much as the thought bothered her, it was the truth - but she nodded as much as she could against the were-lioness. Slowly, the professor stood up, stepping out of the way, and finally letting Lilia see what had become of her.

Most of her body was out of sight due to the large breasts that she had. They were huge, utterly massive, to the point where they felt like huge weights laying down on her chest. Her nipples were very large as well, almost like teats, like they were already getting ready to be milked for her first litter.

Litter. The thought of it being a litter rather than a single baby, even a set of twins, sent shudders through her, and not the disgusted kind that she expected. Lilia groaned, trying to shake the thoughts free of her mind, but the more that she thought about it, the more that her body liked it. Her body wanted to be bred, to be filled with as many cubs, as many children as it could take. It was almost like a heat, and for a moment, she wished that she could say that she felt that, so she could blame the feeling on it.

But that wasn't the case, no matter how much she wanted it to be. There was no burning need between her legs, no desperate cry for sex that her body would not shut up about. It was...

It was just her mind. Lilia's mind was shifting as much as her body was, opening up to the fertility aspects of Bast. Just like Qawwi had said. She whimpered, her toes curling again at a hard thrust from Chip, and this time she felt massive pleasure. The pain from before, the pain from the barbs on his cock was gone. Instead, she only felt the pleasure of being filled, of being fucked, of knowing that soon she would be filled with his cum and - almost certainly - with his litter of cubs.

Lilia looked over her body, looking over her limbs, her sides. Leopard fur covered her body, and she supposed that if her breasts were smaller, it would be thick enough to almost be like clothing. As it was, though, it was not nearly enough, and only served to emphasize her large breasts rather than hide them, putting them on display to anyone that wanted to take a good look at them.

That wasn't the only change. Looking at her arms, she could tell that they had grown massively. She was, technically, bigger than Chip at this point. Her body had more muscle, and while she couldn't see the rest of her body, she felt sure that she was actually taller than him as well. Yet, there was no desire to try and fight him, no desire to try and break him for doing this to her.

Oh, there was a part of her mind that desperately wanted to, but there was no way that her body would listen to it. The change had done more than simply given her the body and breeding instincts of a were-cat; it had changed her mind, given it a...re-education, it might be called. The thought of fighting other males, of even trying to injure them for what they did to her, was anathema. Bast would not allow it, and she would not do it. Not when she needed to breed, and fill the world with more of the were-cats.

Even the professor, though she was female, felt off-limits in a strange way. She should have been able to fight against females, to fight for dominance and the chance to get other males to impregnate her, but the same block that her mind had against Chip was also present against Qawwi. She didn't understand why, but it was.

Of course, most of her understanding was gone, overwhelmed by the growing pleasure between her legs. She gasped and moaned, feeling her pleasure growing stronger, stronger, getting closer and closer to her first orgasm as a were-leopard breeder.

As it got stronger and stronger, she could only watch as her face stretched out before her. A short muzzle started to appear, pushing into her vision. Her gums stung for a moment as her human teeth fell out of her mouth, dropping down to the ground around her. They were almost immediately replaced by new, sharper teeth. Feline teeth, complete with the fangs in the front, almost exactly like the ones that Chip had converted her with.

Ears twitched lightly on top of her head, her ears converted in seconds, and below her, she could feel her tail trapped beneath her weight. It stung, but not enough for her to beg to be released. There'd be time for that after she was filled.

Her changes complete, completely shifted into a were-leopard, Lilia was able to focus completely on the task at hand. The breeding. Growling in need, she bucked her hips forward, her greater size allowing her a little more movement as she wasn't stretched out completely. She forced Chip's cock into her pussy hard, making him fill her up as much as he could with every thrust.

She could feel his balls starting to draw up, and a small smile crossed her muzzle. She was going to get seed. She was going to be filled, and she was about to get pregnant.

She growled encouragingly, looking at him with a grin that begged him to cum.

And he did.

Oh he did.

Every spurt was felt, every gooey bit of cum landing along her inner walls a mini-orgasm in and of itself. Lilia yowled to the heavens as she was filled, sounding almost exactly like the cats in heat out in the city. Her pussy squeezed down on his cock, milking it for everything that she could get from him, pulling it into her womb. She smiled to herself, her body going completely slack as it was filled up.

Chip pulled back as soon as he stopped shooting, stepping back to the professor. "Think she'll take?"

"I'd say that it's a guarantee," Qawwi said with a nod of her head. "She'll be stuck in were form for a while; think that your family can host her until she delivers her first litter?"

"Shouldn't be a problem. They're traditionalists, and they'll be happy to have someone like her around, if only to have a show when guests come over."

"Excellent, excellent." The were-lioness smiled, leaning down and patting Lilia on the head. Lilia leaned her head up and rubbed it against the stroking, and the professor chuckled at the action. "She's not going to be so happy later, but considering her new form and mind, she'll come around to her new place in life eventually. Come on; better get her back to your family while it's still dark."

#

Life had a way of changing people, but Lilia had never thought that life would change her this much.

Her first pregnancy went by easily enough, all things considered; she'd been stuck in were-leopard form the entire time, but she was out of sight, somewhere that the rest of her classmates would never see her, back in Chip's family manor in the town center. She'd been confirmed pregnant by the next morning, and it had lasted about two weeks before she had given birth to the first litter.

They were all were-leopards, of course, but they shifted to human form within a few hours of being born. Six of them. Six little cubs that she had milked and held before they were taken away from her. Chip's family told her that they were being taken to different families to be fostered, raised, until they were able to live on their own.

The reasons didn't matter much to her. The separation did. Lilia pined as her children were taken away, whining and whimpering in the basement of the manor, and growled at anybody that approached, even those that wanted to help her feel better. She particularly didn't want to have any males around her; she couldn't physically attack them, but they didn't push her towards breeding, no matter how much they tried to convince her with their words that it was her duty now.

During the two weeks after birthing that litter, Lilia slowly started getting her mind back. She started thinking like a human again, rather than as a were-cat. She remembered how her studies were supposed to go; she remembered how she was a college student, not just an incubator for different babies for the were-cats.

And as she started to remember, she started to plan how to get back to college. She needed to get back to campus before leaving completely, since most of her stuff was there, including what little funds she had to make her way home. There had to be something that she could do if she got far enough away from here, something that would let her forget about this, and move on with her life.

Of course, there was one thing that she forgot to take into account with her plans.

Two weeks after she had given birth to her litter, the full moon came around again. Though she lived in the basement, there were several windows above ground that let light and air into the basement. In the case of the full moon, it let in the moonlight as well.

As soon as the moonlight touched her skin, Lilia forgot about the thoughts of escape, of running away. The touch of Bast and the mind of the were-leopard returned to her, and she remembered her purpose, the purpose that she was brought into the world for. She was a sacred servant of Bast, and one that would bring great glory and numbers to him.

The moonlight changed her body at the same time as her mind, shifting her into the great cat that she had been after her first change, the shifting far more rapid the second time around. No clothing was there to burst, as the family had never given her anything to replace her dress, and she soon was hunched over in the basement, her body begging to be grabbed, bent over, bred.

And as she turned to the stairs to the basement, four males descended, each in their own were-cat form, each ready for her, each one more than willing to give her what she wanted.

And so, the cycle continued, her mind constantly shifting, each side always conscious of the other, the human desperate, the cat content, knowing that the cycle would never be broken.