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Lion's Mane

By MisstressChange

*Ding-ding* the small bell rang out above the curtain-covered, windowed door as a group of five young people walked into the shop. They piled in, one after another, each as curious as the next, wondering what could possibly be sold within. Well, four of them were curious; Jeff, the only single one of the group, just wanted to get back to his place so the five of them could start enjoying their night. There was a long walk back to his place they still had to make.

They *ooh*d and *aww*d at everything the store had to offer, taking in the antiquities and baubles piled around the floor and on tables.

“Wow, it's like one of those creepy stores from a horror movie," Liz commented.

“Yeah, I wonder if they have any possessed dolls," Tara responded, giggling at her own comment.

“Where is everyone though? We're the only ones I've seen here so far." Michael was justly curious.

“That's a good question." Stephan agreed. He looked around for a moment before raising his voice. “Hello?! Is anyone here?!" his voice carried through the place, surely loud enough to reach the back rooms if, indeed, someone was back there. The others went on perusing over the piles of dusty things. “Huh, yeah it's like the place is abandoned."

“Wasn't there a coffee shop here before?" Tara asked. Stephan answered her.

“I think so, I'm not totally sure, I don't come to this part of town that often." In truth, none of them had, they all lived on the opposite side of town. They all wandered through the old shop, finding all sorts of eerie and confusing objects. Jeff was the only one not interested in looking around; in fact, he figured it a waste of time. He leaned on one of the load-bearing beams in the center of the store and stared at his phone.

He looked up for a moment, seeing something out of the corner of his eyes. He saw what looked like some sort of wooden display painted up with tarot designs placed on a table; however, it was what it displayed that got his attention. Several rows of tall, skinny envelopes were propped up by the wooden case, all different colors with golden writing inscribed at the top of each one. Jeff took a couple of steps toward the display and picked up the first one he saw.

“Deer's Antlers." He spoke, reading the golden writing out loud. He turned the brown envelope around and opened the flap, squeezing its sides so he could peer inside. He was met by a bundle of dark brown, rough-looking sticks, a scent of peppermint and chocolate tickled his nose, reminding him of Christmas.

“Whatcha got there?" Asked Tara, who had suddenly appeared behind him, causing him to flinch.

“Uh, incense I believe," Jeff answered; closing the envelope and putting it back where he got it. Tara moved around him and pulled an orange one from the display. It read: Fox's Tail. She opened it up and took a sniff.

“Oooh, pumpkin spice!" She exclaimed. “Hey guys, come here." The three others sauntered over to where the display was to take a gander at what they had found. “Check out this incense!" The five of them soon surrounded the display and were pulling various envelopes from it, sampling their scents.

“Oh, Incense. Eh, I'm not a fan, really." Michael remarked.

“Why not?" His girlfriend, Liz, asked.

“I dunno, the smells always seem too much for me," He answered, sniffling his nose.

“Do you mind if we grab one of these for tonight?" Jeff asked out of courtesy.

“Oh yeah, go ahead guys. I'm just saying, I'd probably never buy any myself."

“Ok, let's pick one then," Tara suggested. They spent some time passing different packages around. Finally, Tara spoke up. “This one! We have to get this one. Sniff it, Stephan, it reminds me of our trip to the Caribbean." She held the opened envelope under his nose and he took a whiff.

“Damn, yeah, it does. Smells like tropical fruits, you guys try." He passed around the yellow envelope that read: 'Lions Mane'. They all smelled it's tropical, fruity contents; each person nodding in agreement before passing it on to the next person.

“Finding everything alright?" Came a croaking voice from beyond the front counter; all five of them jumped a little at the sudden voice behind them. They turned to see a cloaked figure behind the counter, mostly hidden by the natural darkness of the dimly lit shop.

“Uh, yeah," Tara responded, a little creeped out. “I think we're going to get this." She held out the envelope towards her.

“We thought this place was empty," Michael said nervously.

“I am always here, my boy." The figure answered in her raspy voice. “And that package, for you, my dear, costs nothing." She ended her sentence by swishing her hand through the air. Too fast for any of the five of them to notice how furry it was.

“Really?" Tara asked, pleasantly surprised.

“Yes, my dear, I have a feeling you'll be back for more. That scent is truly something." She chuckled to herself.

“Ok, cool! Well thank you very much, you're very kind." She smiled warmly at the figure.

“The pleasure is mine dearie, and the pleasures of change will soon be yours." Her hooded head turned to and fro, observing her guests.

“Yeah...right," Tara answered, unsure how to answer such a strange comment.

“Alright, are we done here? We've got like, an hour-long walk ahead of us and it's already getting dark out." Jeff remarked; he was getting impatient.

“Yeah, you're probably right," Stephan said. “Thanks again, miss, we appreciate the gift."

“Yeah, thanks again," Tara added, throwing her hand up in a quick wave goodbye. The five of them turned to leave, Jeff being the last to follow. As he turned away from the woman, he noticed what looked like a thick, leonine tail swish behind her. He snapped his head back to the woman, craning his head to try and see behind her. She shifted her cloaked body, obscuring his view.

“Run along now Dearie." She said in a playful yet menacing tone. A cat hopped up on the counter and she moved her hand over to pet it, Jeff could swear her hand was covered in fur, more paw than hand.

“Hey, Jeff, you coming?" Michael asked as he held the door open. “I thought you wanted to go?" Jeff turned his head to see Steven then back to the counter, but when his gaze met the desk the woman had vanished. He shook his head in disbelief and headed toward the front door, they had a long walk ahead of them. As he left the store Michael let the door close on its own, the small bell ringing out again as it closed.

When they got back to Jeff's place they spent some time in the kitchen, chatting away while having some drinks and filling their stomachs with ordered pizza. When their hunger was sated they made their way down to the basement suite for board games, bringing their drinks with them. Michael and Stephan set up the game, placing the cardboard hexagons down on the coffee table and handing out pieces for everyone. Meanwhile, Liz pulled the incense sticks out of her purse and slid one of the rough, sunflower yellow sticks from their slip and placed it in Stephan's burner, which he always left on the shelves next to the TV. She lit the stick, blowing on the flame until the ember was left and hurried back to the big sectional couch everyone else was on; sitting next to Michael so the two could be close to one another.

As they played their game, drank their drinks, and laughed at each other's dice rolls the incense burned, filling the room with a haze of yellowish, tropical smelling smoke. The stream of smoke had thickened over the hour they spent down in the basement, and a steady stream now burst from the stick's embered end. The five friends enjoyed the smell, taking deep breaths every once and a while, but took no notice of the yellowish haze that was building in the room. They were all feeling a buzz from the alcohol they'd been consuming and were too enamored with the game in front of them. What they did notice was the strange feeling building between their legs.

All five of them were experiencing an unknown and growing fire of passion that they tried to ignore, but now it was getting hard to. The three boys especially found it 'hard' to ignore, forced to shift in their seats and adjust themselves when no one was looking to hide the growing tents in their pants. The girls had it a little easier, only worrying that their drooling pussies might eventually stain the couch they sat on. While they were all feeling the same, none of them wanted to bring attention to it, embarrassed to voice their strange intensifying lust. All five of them continued playing their game, oblivious that they all shared the same feelings.

Liz was the first to want to relieve herself; she couldn't take it anymore and wanted to enjoy the rest of her night free of this strange arousal. She had an idea, a very clever idea. She decided to speak up before anyone else caught on.

“Hey, guys? I don't feel too well. I'm just going to go to the restroom for a couple minutes. Michael can play for me while I'm gone." She stood up, hoping her yoga pants were still dry.

“Yeah hun, go take care," Tara said to Liz, but Liz was already heading off to the washroom in a hurry. “Jeez, she really must not be feeling that good." The same idea Liz came up with popped into her head and she decided to reserve her spot in the bathroom. “I'll be honest; I'm not feeling super great either. I call the bathroom next if that's ok."

“Yeah you can have it, I'm going to go check on her, make sure she's ok" Michael replied, getting up in such a way as he could hide his boner until he was out of view. The others mumbled a reply to both of them before looking around at each other.

“I'm not feeling right either. Maybe it's the incense?" Stephan asked the other two. At the same time, all three of them looked to the burning stick on the self.

“Holy shit!" Jeff yelped in surprise. The three of them looked on with wide eyes as a pillar of smoke streamed up from the end of the incense stick, which looked like it hadn't burned at all!

“That's insane! How is it still going? And how is it burning this much?" They were now noticing the yellowish fog filling the basement suit, making it hard to even see down the hallway that Michael had gone down.

“I dunno, maybe it's super dense?" Tara added.

“Well I gotta put this out or my parents are going to kill me!" Jeff got up from his spot on the couch, trying his best to hide his boner. He shuffled over to the incense stick and licked his fingers. He tried pinching it out but every time he tried he was met with searing pain and a still embered end, mocking his attempts. “It won't go out; I'll have to put it out in the bathroom once those two are done."

“Just take it upstairs to the kitchen sink," Tara suggested, thinking it was obvious.

“I can't, if I go up there ill let the smoke up there and I'll get in shit, they already think I smoke weed down here." He looked around the room nervously, trying to hide how horny he was. “I'll open the windows down here, for now, when those two get out of the bathroom I'll put it in the sink."

“Sure, sure..." Tara agreed, her voice was getting breathy as her lust intensified. Jeff rushed out of the room and down the hallway to his bedroom, hiding his boner until he was out of view, just as Michael had.

The smoke in the bedroom was a little clearer than the rest of the basement when he entered. He flipped on the light and hopped onto his bed to reach the window above. The window was typical of a basement suite, it was small and close to the ceiling. He watched the smoke escape through the open window, the warm air carrying it up and out. While he was relieved that the smoke could be dealt with before his parents got home, he still had the problem in his pants.

His cock only seemed to be getting harder and it was beginning to feel uncomfortable in his sweatpants, not to mention hard to hide. He glanced at his door briefly before reaching for the waistband of his sweatpants, pulling them down enough to watch his rock hard dick spring out at attention. He gripped the four-inch long member and started stroking himself, rapidly picking up speed. However, as horny as he was, he couldn't shake the thought of the smoke making its way upstairs, he'd rather not deal with the consequences.

Reluctantly, his hand left his cock, a bead of pre leaked from the tip. He struggled to get his member back in its cotton dungeon, his boxers absorbing the pre that excreted from him. He tucked his cock into his waistband and left the room, turning the light off on his way out. He headed across the hallway to the second bedroom where Jeff stored the instruments he played. Flicking on the light, he went to the window and opened it just like the last, turning the light back off as he left. That should help clear the smoke out; if it didn't work he had a lot of explaining to do to his parents.

As he stood in the hallway he noticed the light was still on under the bathroom door and he could hear the fan was still on, Michael and Liz must still be in there. He got closer to the door, intent on listening in on them out of genuine worry for Liz. He leaned in close so he could hear better, the fan working hard at drowning them out. He was just about to knock when he heard what sounded like a moan come from inside, were they doing it in his bathroom? His cock twitched at the thought of those two going at it, another bead of pre being coaxed from his tip.

Jeff left the two love-birds to it; he'd tease them about it once they got out, he was just glad Liz was feeling alright. As he headed back down the hallway to the living area, he saw Stephan and Tara come into view through the fog. His concern about the thickening fog returned and he hoped the other two wouldn't be too long, but when he got closer to the couple on the couch that nervous feeling gradually gave way to some other feelings.

Stephan and Tara were making out passionately, their hands were all over each other, grasping at their clothes and caressing each other's bodies. Jeff watched them from the end of the hallway, shifting his legs, his cock twitching again, expelling more pre into his boxers. He leaned against the wall of the hallway as he stared at them going at it, smacking their lips and sucking each other's tongues. As he became more and more aware of his own arousal he became ever more jealous of his friends. They were all clearly being afflicted by the same horniness as he yet they all had partners to relieve each other while he was left standing with dick in his hand, or, pants to be exact. He got closer to them, stopping behind his only recliner to hide the obvious tent in his pants, and leaned on the headrest.

“Uh...Guys?" He tried getting their attention to see if they'd put off what they were doing till they could go off to the bathroom, even if the thought of all four of his friends soiling his bathroom brought on more feelings of jealousy. Although he was very jealous of his friend, the thought of them all screwing in his basement suit got him up even more worked up, the idea of all five of them, even the guys, made his cock impossibly hard. He pictured himself servicing and being serviced by them in a smoky, steamy orgy. Jeff grunted as a spurt of precum stained his sweatpants. He couldn't bear it much longer; he needed to touch himself so bad.

“Hey, guys?" He tried getting their attention again, having been ignored the first time. He waited for them to respond but got none, they were just too infatuated with each other to even give a sliver of their attention. “Yo, guys!" He spoke up this time, still no response. He watched as Stephan's hand went to Tara's B- cup breasts, groping and massaging them through her knitted sweater. Tara grunted into Stephan's mouth in approval and puffed her chest out to give him better access. Jeff's eyes widened, cock twitching a little. He decided to ask them something they couldn't ignore, as well as something he desperately wanted to do at that moment.

“Guys, if you're going to do this on my couch...can I at least watch?" To his surprise, he was still given the cold shoulder by the two horndogs. Jeff gave asking them one more try, this time was more of a pre-emptive warning to what he was about to do anyways. “Ok, well, I'm gonna sit in this chair and watch you guys while I jerk off. I'm sure you guys are fine with that, right?" He waited for them to suddenly stop and scold him for his perversion, but what happened next, he almost couldn't believe.

As if inviting him to do exactly as he said he would, Tara spread her legs, causing her knee-high skirt to hike up a little. She took it another step further and pulled the brim all the way up to her tummy, showing off the pink cotton panties for Jeff to see. Jeff's eyes went as wide as they could go, his jaw nearly dropping to the floor. He stared at Tara's panties; he had seen her before in a bikini but never in her underwear. Her panties were darkened on the bottom from the juices of her own arousal and the outline of her pussy could easily be made out through the tropical smoke. Another spurt of pre leaped from Jeff's hard dick, adding to the growing stain on his pants.

The two never stopped making out as Tara guided Stephan's hand from her tits to her crotch, telling him to rub at her pussy without uttering a word. The wet spot grew as he worked his fingers into her panty-covered pussy. Tara gave Stephan an encouraging coo into their kisses in return and moving her hand down to his jean covered crotch, coaxing a pleased grunt from the boy.

Jeff took this as a sign to settle in and hurried out from behind the recliner. He plopped down on the chair and got comfortable, stroking the tent in his sweats that craved such sweet attention. As he caressed his bulge he continued to watch his two friends play. Stephan had rubbed Tara to the point where her panties were more wet than dry. He pulled Tara's panties to one side, sliding two of his fingers into the sound of Tara's soft moans. Jeff looked on in rapt fascination at Tara's exposed pussy. Never in his life did he think he'd ever see his good friend's girlfriend's pussy, not that he wanted to exactly, until today. As Stephan fingered his darling girlfriend, Jeff eagerly pulled his cock from his sweatpants and started stroking; hoping the two on the couch would get even freakier as he got himself off.

As soon as Liz flicked the bathroom lights and fan on, she closed the door behind her and got to work on herself; the briefly open door letting a light haze of aromatic smoke creep in. She wasted no time in hooking a thumb into her yoga pants and thong, pulling them out enough so she could slip her other hand in. She plunged her fingers into her soaking snatch, leaning against the counter and letting a triumphant sigh out as she finally got to sate the burning ache between her legs. She only got to enjoy her fingers for a short few seconds before a knocking at the door startled her, jostling her hand from her sex.

“Hey, are you alright in there?" Michael's slightly muffled voice asked from the other side of the door. Her heart fluttered when she recognized his voice and without thinking she wiped her hand off on her yoga pants. She opened the door a tad to peek her face out, more smoke rushing in around her.

“Yeah I'm fine, just come in here for a moment." She half-commanded; she knew she'd be keeping him for more than a moment if she had her way. She opened the door wider and led him in by his arm, closing it behind her. Michael's bulge was giving away how obviously hard he was in his shorts.

“What's going on babe?" He asked, genuinely curious; there had to be some important reason she hurried off from their game. Liz looked down at his bulge and smirked, knowing she was definitely getting something better than her own fingers. No guy could resist some pussy when they were that hard. She let go of him and turned away from the sink counter she had previously been leaning on and using her arms, she lifted herself onto it. She looked at him with a sparkling of desire in her eyes; at least that's what Michael could make out through the yellowish veil of smoke.

“Um, I'm like, super fucking horny right now, and I need to take care of it, like...right now." She began leaning back on the counter, her arms propping her upper body up.

“Yeah, same here babe, I'm not sure what's causing this. Maybe that incense we got has some pheromones in it or something?" He got closer to her, reaching out the rub one of her thighs. She responded to him by rubbing her knee against the tent in his shorts.

“Well whatever it is, I've got a fire raging in my pussy that I need you to smother with your hard cock." Her eyelids hung halfway down seductively as she looked upon him, biting her lip, waiting for him to just pull his shorts off and start fucking her. She needed him badly.

“You wanna do it here? In Jeff's bathroom?" He asked, feeling a little guilty. His respect for his friend and his home was the only thing keeping Michael from ripping Liz's pants right off and burying his dick so far in her that the fire department would have to get him out. But as he watched Liz pull her pants off for him, along with the teal thong she wore underneath, his hesitation quickly dissolved. He stared at her glistening pussy as a string of her juices briefly connected her thong and her labia. It was getting harder and harder to resist.

“O-ok, just this once." He said, giving in to his own maddening desires. He undid his shorts and let them fall to the floor around his ankles, shortly followed by his boxers. Michael stepped out of the clothes at his feet and stood in front of his lover. With a wicked grin, he pulled Liz's yoga pants and panties all the way off her legs and tossed them on the floor beside him.

“Thank you, sweetie, you're so kind." Michael wasn't sure whether or not she was thanking him for removing her pants or for deciding to fuck her, maybe it was both? When she spoke, however, he noticed her voice was a little off. It sounded more mature, doting even, like a proud mother expressing her approval. She smiled at him warmly and lovingly, her eyes still half-closed, showing off the expert makeup job she had done on her face.

Michael couldn't take it anymore; he lifted his lover's legs up and, wrapping his hands around her thighs, he pulled her closer to him. She lay flat on the counter now, her upper back supporting her body while Michael held her legs, hips, and ass as they hung over the edge. They looked at each other in anticipation, and then, Michael pushed forward into her cunt.

Liz gasped sharply as his five-inch member sunk its way into her love canal. Her breath didn't linger long in her lungs and she exhaled a moan as he reached her cervix. Michael leaned forward, bending her legs with him, and planted a passionate kiss on her lips, which she returned in kind. Their lips smacked and tongues entwined while Michael started thrusting in and out of her soaking wet pussy. They stayed like that for a while, tongues twisting and sucking while Michael's rhythmic thrusts brought them both the pleasure they were both craving.

Michael leaned back, breaking the kiss so he could concentrate on fucking Liz's sweet snatch, closing his eyes momentarily to take a deep breath of the tropical scent that surrounded them. He enjoyed the fragrance a little more than he should and as he lost himself in the aroma, he found the sensations he was experiencing becoming more intense. He opened his eyes again to find Liz doing the same, her eyes closed. She *mmmm*d at the scent and could feel her own pleasure increasing.

They both breathed another long, smoke-inhaling breath to the same effects, however, this time Michael noticed something was off. When he saw himself in the wall-encompassing mirror behind Liz, he noticed his face was softer than usual, it was shaped differently too, almost...feminine. That wasn't all; the stubble he had minutes before had disappeared as if he had been given the closest shave of his life, his facial hair had completely disappeared. He put a hand to his face to feel the new smoothness, all the while still pumping in and out of Liz, who watched him intently, her eyes never opening more than halfway.

Liz brought her hands to her breasts, which were still contained in her tank top. She massaged them while she watched her boyfriend rail her, enjoying the sensations the dual attentions produced. Michael pulled his gaze away from himself to watch Liz, their eyes locked for a moment, then, their eyes both trailed down to her tits. Michael's eyes shot wide as he watched her breasts begin to grow in her hands, slowly inflating ever bigger. Liz had always had D-cups, which Michael always thought were a perfect size. He watched them grow to double Ds and then E-cups after that, straining the spaghetti straps of her top. A tinge of terror ran through his lust addled mind, wondering what was happening to his girlfriend.

“Uh, Liz? Wha-what's." Michael tried to alert Liz of her enlarging bosom, but he was interrupted by Liz who *ssshhh*d him multiple times, the way a mother might try to reassure a child.

“It's fine Michael, there's nothing wrong here, just enjoy yourself." Her voice sounded even more mature now, older, more experienced. Michael wanted to at least slow down and figure out what was going on, but he couldn't, her pussy felt too good to stop, and her voice was just so suggestive. He looked back up at the mirror to himself. What he saw in his reflection roused a new fear in him.

He watched his face as rigid, white hairs sprouted from where his mustache stubble used to be, growing longer until they reached past his cheeks. He noticed his ears getting bigger too, growing rounder and larger while they slowly crept up the sides of his head through his hair.

“Are those-?" He touched his new whiskers, which gave him a sharp and sudden ticklish sensation that made him jerk his head back. He looked down at Liz to check if she was seeing the same thing he was, only to find the same changes happening to her! She played with her new whiskers, giggling at the tickles they produced.

“These are so fun." She giggled again, looking up at him, her face lighting up in joy. “You have them too!" She took her other hand from her big titties to point at his face. He watched more changes happen to her face. Her upper lip parted, forming jowls to match her new whiskers, and the teeth behind them sharpening, her canines growing longer and bigger. Michael stared wide-eyed at her face; she licked her tongue across her new chops, giggling once more at the feeling of the new shape of them. This revealed the changes to her tongue too; it was flatter, wider, like the tongue of a large cat.

“T-this is messed up Liz, w-we gotta stop, we're...we're changing." Michael was still able to think somewhat clearly, despite the daze of lust and pleasurable feelings that ran through him. Liz just smirked at him in response through her feline jowls and chuckled softly.

“Then stop Michael, no one's forcing you to fuck me. I like these changes though, they feel so..." She closed her eyes and *mmmm*d to herself seductively. “Good" she finished her sentence by opening her eyes at him in an alluring way, biting one of her fingers. Michael studied her fingers; they no longer had fingernails, instead, there were slits where they used to be. The one finger she bit on showed off the sharp feline claw within, which she began picking at her new teeth with.

Michael tried as best he could to stop his thrusting so he could pull out of his rapidly changing girlfriend and get his friends to help them but found he couldn't. It was like his body had a mind of its own; it just felt too good to thrust into her and no matter what, his body wouldn't listen to him. Just then he felt Liz's pussy clench on his cock for a second, coaxing some pre from him.

“Uuhh!" he grunted in tortured pleasure. “L-Liz st-op! I don't want to k-keep going." His eyes clenched shut as he tried to concentrate on stopping their rut. It was strange, no matter how good it felt he could never reach that edge, the feeling only compounded, building and building.

“Aww, no you don't sweetie, doesn't this feel so good? The changes feel even better. You just have to relax, honey. Take a deep breath and relaaaax." Her new doting voice really got to him. Maybe she was right? If he relaxed he might have an easier time pulling away from her. In unison, they both closed their eyes and took a deep breath of the tropical scented, hazy air. “That's great sweetie! One more for momma, ok?" He listened to her, taking another deep inhale with her. To his surprise it started working, he was slipping into a calmer state. At the same time, he could feel something change about him. He stopped his breathing to look down at something brushing his legs. It was a tail! He grabbed it and when he did, he found it he couldn't feel the new appendage in his hands, only with his hands. Liz giggled as it turned out to be hers. Michael was partially relieved until she pointed behind him.

“Grab your own tail, sugar." She giggled again. Michael reached behind him and to his disappointment, found his hand grabbing a furry tail; this one able to feel his hands. He looked over his new limb; it was five feet long, covered in fine, kaki fur, and ended in a brown tuft of course hair. He looked back to Liz who gazed into his eyes passionately. “We're going to be lions." She said with some excitement.

“But I-I don't want to be a lion." He whimpered, letting go of his tail, still plowing away at the changing girl.

“Of course you do hun, you just don't know it yet. Relax and find out." She closed her eyes and took another deep breath, letting out a satisfied sigh. She *mmmm*d as the next change swept over her. Michael looked down at their crotches, feeling a warm and fuzzy feeling. He watched as a golden yellow colored fur spread from her tail and wrapped around her ass to her crotch area and was spreading up her thighs, tummy, and back. The sound of purring battled the sound of the bathroom fan as Liz felt up her spreading pelt. She arched her back as she pulled her tank top up and ran her hand over two new nipples that appeared below her huge tits. She hobbled back and forth on her shoulders so she could get the top all the way off, leaving her naked except for her socks.

“God this feels so good, sweetheart, you need to try it, having fur is the best." She fondled her furry body as her pelt spread across her torso and legs. Michael eyed the fur as it crept up her knees and shins to her feet. He watched the girl's feet next to his face as they too, changed, the fur encompassing it while it reshaped, her heels moving up her ankles, ending halfway up her shins. The bottoms of her new feet and toes growing tough leathery pads and her nails mimicked the ones on her hands.

Michael could do nothing but watch now, his own strange arousal from watching his girlfriend transform bubbling up inside of him. The fur on her torso had made its way over her huge breasts and crept up her shoulders and neck. Her hips popped as they filled out further, giving her an even curvier, child-bearing form. If her fur wasn't there, surely her voluptuous bubble butt would be adding slick, slapping sounds to the bathroom as it smacked against Michael's thighs.

As her fur covered her face, she opened her mouth, facing the ceiling. A few pleasured *Ahs* quivered from her throat and her whole face reformed. Bones crackled and stretched as her mouth and nose pushed forward, becoming a muzzle. Her nose changed along with her muzzle, the upper ridge of her nose widened while the end flattened, becoming triangular, nostrils thinning yet lengthening. The last change to grace her new lion-like body was the finalizing of her ears, now fuzzy and round. They pierced through her still intact, black, shoulder-length hair near the top of her head. She was now a beautiful, mature, voluptuous lioness lady...she was complete.

While the last of her changes completed, an orgasm had silently crept up on her, and when the changes had finished, she let out a mighty roar as she came, hard. Her vaginal walls clenched around Michael's cock, squeezing it for all it was worth and Michael would have worried about their friends hearing Liz's roar if he wasn't being overwhelmed by how hard his cock was being constricted. He grunted at the sensation, wincing as he continued pounding her.

Eventually, Liz's first orgasm as a lion subsided, yet a subtle part of it was kept alive by Michael's steady thrusts. She would need a proper lion's member to satisfy her like that again, the first one mostly caused by the pleasures brought on by her changes. She opened her eyes and looked to her partner, who had a dazed expression on his face while he rhythmically thrust into her. She thought it rather cruel to leave him in a state of dissatisfaction; she wanted to show him how amazing the changes could be.

“It's your turn sweetie; let that lion out of ya. C'mon." She gave him encouraging words to help him relax, smiling warmly at him. She rocked her hips in time with his trusts, helping him get deeper in, meanwhile, she flexed her vaginal muscles when he reached as far as he could go, massaging his cock so nicely. “Just take deep breaths, hun, relax, enjoy yourself." He did what she suggested, closing his eyes and breathing deep. He focused on the feelings of the lioness's velvety pussy walls against his penis, hypnotized by the tropical smell and the warm snatch he sunk into.

Michael *mmm*d as he felt fur sprout from the skin near his tail, spreading out from there, just like Liz's. The fur was kaki, matching his tails, lighter than Liz's golden yellow was. It spread around his hips, down his thighs, and up his torso. Michael chuckled and felt his new pelt grow; Liz was definitely right about this, it felt great, what had he been worried about? He opened his eyes to see himself in the mirror, and this time he liked what he saw. As the fur got further up to his chest he pulled his shirt up partially to watch it. He noticed he had the same new row of nipples Liz had, he waved it away as something all lions had and scratched his new coat. New claws extended from his changed fingers, letting him softy rake across his body, god it felt so good.

He was in a trance now, loving all the wonderful new sensations across his body, still pumping away at Liz while she reciprocated. She stared in wonder as the boy reshaped before her, she chuckled sensually before speaking up.

“See honey? Doesn't that feel sooo good?" She brought her hands to her nipples and started playing with them while she watched. “You're gonna make so a cute little Lioness." The word 'lioness' sent a jolt of sobriety through Michael, his trance faltering. He looked down at her with worry.

“W-wait, l-lioness? But I'm a guy!" Liz took a deep, long breath through her nose before answering to make her point.

“Sure smell like a lioness to me Michael, or should I say Michelle?" she giggled wickedly and smiled at him mischievously, soaking in his concerned face. “Just let it happen, trust me, you'll like it, hun, it's fun." She winked at him, making him groan in pleasure as she clamped down especially hard on his cock.

As the fur reached his feet, he felt them shift, cracking and creaking as they reshaped to match Liz's. But as his new feet added length, he felt his body shrink, taking inches off, resting when he reached five foot ten, losing two inches. Luckily, or rather, unluckily, he was still able to reach Liz's pussy, the fact that she had grown to six feet during her transformation giving her more reach on the counter.

The fur spread up to his chest and shoulders, beginning its journey down his arms. Everywhere it grew his muscles became softer, less defined, even under his fur. As the fur crept up his neck, they both heard the pops and snaps of Michael's frame reshaping, shoulders slimming along with his waist, while his hips and ass filled out very nicely. Liz looked on in revelry while Michael watched his reflection in disbelief at his feminizing body. What wasn't helping Michael was how great everything felt; every new change brought him closer and closer to beautiful climax. His mind battled with itself as the frightening transformation he was undergoing only turned him on even greater.

“No..." Michael whimpered, his voice unmistakably higher pitch. The fur slowed as it crept over his face and head, merging his short brown hair with it, turning it the same khaki color, giving him some slightly longer fur on the top of his head. His ears climbed up the sides of his head, covering in fur and rounding out. His nose and mouth changed to match Liz's, canines becoming fangs and upper lip parting while his tongue flattened.

A new sensation drew his attention to his chest, this time looking down at himself as his fears were confirmed. His t-shirt began tenting outward, round flesh expanding beneath it, he made an involuntary moan as new sensitive nipples rubbed against the fabric of his shirt as they grew outward, finally stopping at a C-cup.

“No..." He whimpered again, this time his voice as indistinguishable from a young woman's.

“Yes..." Liz added. She had been watching intently, grinning ear to ear. “Now cum, Michelle, cum and join the pride. I'll show you everything you need to know."

Everything in his mind told him not to cum, but the ecstatic, mind-blanking sensations hit their boiling point. With one mere clench of her snatch, Michael climaxed, cuming harder than he ever had in his life.

Michael lifted his head back and roared as his face and nose pushing forward just as Liz's did, only Michael's snout was a tad narrower, his bestial features turned subtly feminine. He burst rope after rope of jizz into Liz; each spurt of cum changing the last part of him that made him Michael. His cock shrunk smaller and smaller until it slipped from Liz, no longer long enough to even penetrate her. His balls tightened and slid up inside of him, his sack reforming into sensitive labia while a vaginal canal formed. His cock finally shrunk into a cute little nub, tucking up inside the hood that had formed from his new labia.

Michelle, as she would be called from now on, stumbled backward, leaning on the towel hanger and wall behind her. She panted, still reeling from the eruptive orgasm she had endured. She looked down sluggishly at her new body, tail swishing lazily behind her. She gazed passed her fur covered breasts and placed a hand on her lower abdomen, she could feel the last of her female reproductive organs forming within her, making her fertile.

She put a hand to her head as she took in her new self, trying to contemplate what had happened and who she had become. Liz had been so accepting of her changes, wanting them even; she had been so willing to become someone new, something new. Michelle had a much harder time coming to terms with hers. She looked up into the mirror once more to observe her furry, leonine, female body, feeling her muzzle with her hands. She winced in mild distress, unsure of what to think or do.

Liz pushed her upper body up to face the new girl; she noticed the worry on the lioness's face and looked back at the version of her in the mirror. Michelle saw Liz's reflection give her a warm and reassuring smile.

“See, you look so cute, hun! What's the worry?" She turned her head and upper body back to face the real lioness leaning against the wall before her. Michelle looked down at her paw-like hands, observing her claws as she extended them in and out of her fingertips. Tears began to well in her eyes as an identity crisis arose within her. Liz could tell the more juvenile lioness wasn't taking her new self very well, but luckily for Michelle, she knew exactly how to make her feel at home in the pride. Liz slid her voluptuous butt off the bathroom counter and stood in front of the smaller, sniffling girl. “You alright hun?" she asked.

“I...I..." Michelle had trouble even finding the words to describe how she felt at that moment. Liz lifted a hand to Michelle's muzzled chin, tilting it up so her teary eyes met her own. Michelle blinked at the taller lioness, a tear running down each side of her face as she gazed helplessly back at Liz. Liz gave her the warmest, doting smile she could muster.

“Hey...it's alright sweetie, I know you feel confused right now, I would be too. But I promise you'll feel so much better if you let me show you how good being a girl can feel. Will you let me, Michelle? I'd love to help you feel at home in our pride." Michelle nodded while Liz caressed her head in her furry hand, a meek *mhmm* following. “Ok darling, let me show you."

Liz leaned into Michelle, their eyes closing as they embraced in a kiss, their muzzles interlocking and their rough feline tongues sliding around one another. The kiss was short-lived, however, as Liz broke it to focus on other things.

She stood up straight again, using her one hand to keep Michelle's back against the wall by her shoulder. Her other hand went down between Michelle's kaki legs so she could slide a finger through her new pink nether lips. Michelle gasped before letting a surprised moan escape her maw, Liz's furry finger reaching the top of her partially wet lips to tease her love button. Michelle's voice and body quivered in unison at the new sensations; Liz reacted by adding a second finger to the one already stroking back and forth through the lioness's ever moistening pussy folds.

“Does that feel good?" Liz asked sweetly, looking Michelle in the face. The new girl's eyes and head were lowered so she could witness the way Liz played with her new genitals.

“Y-yeah..." She responded, her eyes fluttered up to meet Liz's momentarily, darting back down shyly, she was a little embarrassed with how both she and her body reacted to Liz's simple touches, yet she didn't want her to stop.

“How about this?" Her other hand left Michelle's shoulder and ran down her furry collarbone to her breast. She cupped the girl's bosom in her hand while she ran her thumb over the nub of her nipple. Michelle closed her eyes, sighing at the new pleasures she was being introduced to.

“Ye-ah" She whimpered, her breaths quickening. A moan slipped from her as Liz probed her new hole, slipping those two fingers in. With closed eyes, Michelle rocked her hips, trying to grind her snatch into Liz's expert hand.

“Would you like to feel even better?" she asked, rolling the girl's nipple between her fingers. She already knew the answer, but wanted to hear it from Michelle herself.

“Y-yes please." She managed to get out meekly, intoxicated by the attention to her lady parts.

“Ok, sweetie. Now, I'm not a male so I can't mate with you, but I know how to make you feel better than you've ever felt before. How would you like that?"

“mhmm." She whimpered to Liz, half pleading, focusing on the fingers still pleasing her.

“Ok, hun." She spoke softly. Her hands stopped what they were doing and left Michelle's body, going to her shoulders. The kaki lioness opened her eyes and looked up at Liz's warm, motherly expression, cracking a small smile of her own. Liz could tell Michelle was feeling better, the acceptance of her new self was budding, and it would only take a little more encouragement to flourish.

Liz kneeled in front of Michelle, her hands trailing down Michelle's arms, ending at her hands. Liz held the girl's furry hands while she looked up at the younger lioness, the girl above her returning her gaze tenderly. Michelle knew what Liz was about to do to her and she waited in anticipation, ready to discover what it felt like to have a tongue run through her new sex.

Liz abandoned Michelle's gander and lowered her head to the glistening pussy lips before her, made soaking wet by her hands. She let go of Michelle's so she could wrap them around the girl's kaki thighs, pulling herself in close so she could smell the lioness's arousal. She took a deep breath of Michelle's musk, mixing with the tropical fruit scent of the incense which had thinned by the still running fan. She stuck her tongue out, leaned between Michelle's fuzzy legs, and planted it in her pink pussy lips, licking away at the sweet taste of her sister lion.

“Oooohhh..." Michelle groaned in ecstasy, shutting her eyes to focus on the electric sensations shooting through her from her snatch. Liz lapped sensually through Michelle's sex, ears perking as she listened to the moans and gasps emanating from her. As Liz's rough, flat, feline tongue worked its magic; Michelle squirmed against the wall and rocked her hips into Liz's face. Their tails swished happily back and forth and the air was filled with purrs, moans, gasps, and the fan motor.

Michelle's mind was easing now, the feeling of having her pussy licked so well washed her earlier anxieties away, she felt far more content with herself and she leaned further back against the wall, enjoying the ride. She huffed and moaned while Liz kept up her affectionate laps, one of her hands reaching up to play with her nipples, just as Liz had done shortly before. The added feeling of her breasts being played with was sending her on track to orgasm, her whorish moans mirroring this.

Liz retorted to Michelle's vocalized appreciation by licking the girl's pussy even harder, really digging into her cunt, even probing her entrance. Michelle's legs quivered as she tried to keep herself upright while also trying to grind her sex into the older lioness's mouth. Liz gave her a hand; she grasped Michelle's, thighs, holding her up, lifting her. Meanwhile, she pressed her muzzle harder on the girl's pussy, rubbing her triangular nose against her clit.

Michelle was getting close, her mind focusing on nothing but getting over the edge, thoughts far away from her identity. She was almost sure of who she was now, her lion self was so much better than her human self, she was experiencing things she would have never known before. She was practically hyperventilating, her breaths building up to ragged moans, she was so close, just a little more. She dug her claws into the wall behind her, its paint being scraped off along with the gyprock beneath.

Michelle *yipp*d as Liz slipped her tongue all the way into her hole. She expertly swished the rough surface all around the girl's inner works. Michelle squirmed above her mentor, mewling like a whore, whining like a bitch in heat, she was so close she could practically taste it. To crank things up one last notch, Liz rolled her tongue up lengthwise and began pumping it in and out of Michelle's cunny. The extra length of her tongue helped it reach much deeper into the girl as she tongue fucked her; Michelle couldn't help but wail at older Lioness's expert maneuvers.

“Oh, f-f-f-fuck! Please don't stop, don't stop!" Michelle squealed, moments away from orgasm. Only a few, more, thrusts of the tongue, annnnnd... A euphoric tsunami came crashing down upon her. Her legs buckled, forcing Liz to hold her up even more. The girl's hips bucked involuntarily against Liz's snout, rubbing her clit hard against the lioness's nose. Her vagina clamped down on her lover's tongue, just as Liz had to Michelle's former genitals. “Oh god! Yes! Yes! Yes!" she cried, Liz never slowed her technique, she wanted Michelle to experience not one, but two first female orgasms.

The ecstasy Michele felt was waning, her orgasm dying down, nerves dulling. Michelle thought she would be able to rest and mull over the new experience when she felt Liz's tongue redouble its effort. Her whole body shook and she strained her legs to stay up, still needing Liz's extra effort to prevent her from collapsing to the floor. Liz reached one of her hands between Michelle's legs to her ass, where she teased the girl's puckered hole. She wiggled her middle finger into Michelle's tight ass, much like she had done to Michael in the past to help him cum.

With a tongue viciously assaulting her pussy hole and a finger firmly up her cute bottom, Michelle felt a second wave of unbearable pleasure take her. She gritted her teeth before tilting her head to the ceiling, and, just like Liz, unleashed a mighty roar as she climaxed like never before.

Liz slipped her appendages from the spent lioness as her orgasm died off. She helped the girl as she slid down the wall in exhaustion, lightly bumping her head on the towel rack on the way down to the floor. Michelle stared at the floor, raggedly panting as she tried to catch her breath. Liz placed one of her legs in front of her, half-kneeling as she took in the tired lioness before her. She stood up with a warm smile on her face, waiting for a response from the younger lioness, knowing it would take a while for Michelle to catch her bearings.

“Was that good, darling?" she asked smugly, know it had been far beyond 'good'. Michelle's ragged breaths began coming out as giggles, her eyes closing as her uncontrollable laughter filled the musky bathroom. She opened her eyes and looked up at the other lioness, tears staining the fur around her eyes as she rubbed them. Liz knew these tears were ones of a lioness who had found her true self and loved who she had found.

“Y-yeah, it was...thank you, sister." She softly answered. “Thank you for showing me who I was all along." She sniffled and wiped her new nose. Liz extended a hand to her younger sister. Michelle graciously took it and was helped up off the floor. She almost fell into the bigger lioness as her legs wobbled, still weak from her enlightening experience. Liz supported the younger girl and then embraced her in a loving hug. Michelle enthusiastically accepted her embrace, hugging her back tightly.

“Welcome to the pride, sister." The doting tone of her voice made Michelle feel so loved and appreciated.

“Thank you, sister. I love you." She said back, watching her reflection in the wall mirror. She admired her new leonine face in the mirror; it looked so beautiful to her now, like it was meant for her all along. The tuffs of longer fur on top of her head that was once her hair made her look cute too! Another round of joyous tears welled in her eyes as she sighed happily to herself.

Liz broke the twos hug and held her pride sister's shoulders, Michelle holding Liz's wide hips in turn. They gazed into each other's animal eyes, sharing expressions of comfort.

“I love you too, sweetie." Her hands trailed down Michelle's arms to her hands, where she pulled them gently from her hips and held them. “What do you say we go meet the rest of our pride?" Michelle nodded softly in return; she would be lying if she said she wasn't shy about meeting her once friends, turned pride-mates. Guiding Michelle out of the way, Liz opened the door, and by the small of her back, she led the younger lioness out into the yellowish fog.

Jeff had been watching Stephan and Tara go at it for what seemed like an hour now, even though it had only been a few minutes. He stroked his cock up and down while he held the waistband of his sweatpants out of the way, allowing his dick some freedom. He never thought in a million years that he would be jerking himself off while he watched his long time friend and his girlfriend play with each other.

Stephan had three fingers in Tara's pussy now and Tara had let Stephan's cock out of his shorts, his fly unbuttoned and unzipped. She stroked him lightly while he fingered her vigorously. They both made pleased grunts into each other's mouths as their hands did their work. Stephan's hand had wrapped around Tara's back, holding her free, left hand, fingers interlocked, and their thumbs rubbing each other's palms.

Every little thing drove Jeff crazy, he longed for someone to touch him the way they touched each other. As his lust compiled, so did his jealousy. With each stroke of his cock he found he was getting further and further away from climax when he should be getting closer. His frustration mounted, he felt left out and downright neglected. He wanted to join them, both he and Stephan, pleasing her, having her please them, he wanted it so bad.

And then, as if his prayers had been answered, Tara stopped kissing Stephan and turned her head towards Jeff. Stephan lowered his and started kissing her neck. Jeff never stopped stroking himself; he just stared back at her as she eyed him up sensually.

“You can join us if you'd like, darling. I could always use another...hand." She opened her legs wider for a moment, showing off her pussy to him as best she could with Stephan's fingers inside, emphasizing that she wanted Jeff's in there too.

Jeff wasted no time getting up from his chair, cock still in hand, as hard as ever. His heart raced, excited to be in his spontaneous fantasy and first-ever threesome. He hurried around the coffee table that still held their unfinished game, plopping himself down right next to Tara, their thighs pressing together.

“How about you boys take those pants off for me, hmm?" She asked, her voice sounding different, more sultry and suggestive than usual. The two on either side of her did what was asked. Jeff pulled off his sweatpants along with his boxers, pushing them down his legs and pulling them from his ankles, his four-inch cock stood at attention. Stephan never stopped kissing Tara's neck as he shuffled his shorts off; leaving his boxers on due to the hand job he was still receiving. Once his shorts were all the way off, Tara praised them.

“Good boys." She said dotingly. She turned her head to Jeff and leaned in towards him, eyes closing and mouth opening. Jeff responded in kind, accepting her mouth and tongue as they began making out. Jeff's hand instinctively traveled down to her thigh, traveling up her leg until it joined Stephan's hand at her pussy. Tara's free hand went for Jeff's cock and she ran her fingers up and down its length; Jeff shuttered in response, his hand rubbing her clit while Stephan kept up his work on her hole.

Tara let a feminine grunt into Jeff's mouth as they kissed, her hand ceased teasing him and she wrapped her fingers around his cock and stroked him. Both her hands worked the boy's rock hard members. The two of them rocked their hips in time with her strokes; hers did the same, grinding into their fingers, her snatch demanding more attention.

Tara broke the kiss with Jeff and turned her head back to Stephan, their lips joining in another embrace. Jeff's lips lowered to her neck, taking over for Stephan. The three of them were lost in a trance of sexual gratification, so enamored with each other's pleasure that they failed to notice the creaking of Tara's hips as they widened and her petite ass filled out. Her breasts grew at the same time too, gaining size after size until they reached an impressive E-cup, where they stopped. Tara's sweater strained under her enlarged mammaries, thinning and stretching the yarn till it looked more like a fishnet top than anything. She looked much curvier now, yet her petite frame still had room to grow.

Meanwhile, Jeff's fingers wiggled their way into Tara's entrance, sharing the girl's love tunnel with Stephan; their thumbs vying to rub her clit. Tara made another pleased grunt into Stephan's mouth this time, her greedy pussy happy to have even more attention. The rest of her body filled out as she enjoyed herself, her thighs getting thicker along with her upper body and shoulders, leaving her with a more maternal look. Unbeknownst to the two boys, their bodies were following suit with Tara's, their hips creaking as they stretched wider while their upper bodies pulled tighter, slimming their shoulders, becoming womanly.

Whiskers sprouted from all three of their faces, their noses shifting along with them, turning feline in nature, their upper lips parted to match this. Tara was forced to break the kiss with her boyfriend as her changes went even further than the boys. Her face pulled outward into a strong leonine muzzle, her teeth reforming in her maw, leaving her with the powerful teeth of a large predator. Her ears rounded and enlarged, beginning their ascent up the side of her head and through her long blonde hair.

“Ah...yes." Tara breathed in satisfaction, reveling in the changes to her body. Her face already looked so bestial, yet lacked the fur to make it complete. Her hands continued their tasks of stroking the boy's cocks while their fingers crammed inside of her. The changes, however, were becoming an indulgence all their own, and she wanted a show watch while she transformed.

“Hey, boys?" She addressed them in a very sultry, suggestive new voice. “How'd you like to give me something to watch?" The two guys were busy kissing her neck while pulling her stretched sweater down enough to kiss her collarbones and shoulders, their whiskers tickling her skin. “Why don't you boys try kissing each other instead?" She suggested.

Jeff and Stephan's minds were so flooded by lust that the barriers of their sexuality had all but eroded, they no longer cared if they were both guys, they just wanted to sate their out of control sexual desires. Their mouths kissed across the skin of Tara's collarbones, lips meeting in the middle, accepting each other. Their lips smacked and sucked one another as if they were still kissing Tara, yet at the same time, they both felt as if they were the girl being kissed, a strong sense of femininity blossoming within them. Their free hands left Tara's body to caress the face of the other, both feeling the subtle new feminine softness of their completion.

“Very good boys, give momma a show while she...changes." Tara encouraged them, snuggling herself further into the couch to better relax. The two boys shifted in their seats, pivoting their bodies over Tara's. They sucked each other's tongues and bit each other's lips passionately. Tara smirked to herself as she watched her boy toys love each other, their hands busy on her cunt while her hands were still busy with their cocks.

The three of them *mmm*d in unison as a new change graced their abdomens. Tara let go of the boy's rods so she could lift of her sweater and tank top, both ruined from being stretched so much, it was a miracle Tara hadn't previously noticed the strain on her chest. She struggled to get the tight fabric over her huge tits, but quickly won out and the ruined articles were flung over the back of the couch so she could explore the newest alteration to her form.

She sighed contently as she felt the new row of nipples that had grown down her tummy. She went back and forth, tweaking them between her fingers and rubbing circles over them, humming happily to herself while she watched her boys go.

The boy's free hands had left each other's faces and made their way inside each other's t-shirts, seeking out the new buds that had grown on their lower ribs. They shuddered at the other's hand running along their sensitive new spots. Feminine coos and quips could be heard as they expressed their pleasure, rubbing, tweaking, and kneading each other's new nipples, their lips never leaving the others.

Tara let her head fall back over the couch's backrest. She gazed lazily at the ceiling and played with all eight of her nipples while she let the next set of changes set in. Her heels slid up her ankles, popping and creaking until they reached halfway up her lower legs. Leather pads sprouted on the bottoms of her new feet, her toes wiggling as they reformed, their nails pulling inwards, forming sharp, retractable claws. But the changes didn't stop there; she felt a new appendage sprout from her tailbone, snaking down above her skirt and out from behind her. She swayed her new, golden yellow tail, watching the brown tuff of course hairs hypnotically as it moved back and forth.

These same changes affected the boys as well, not that they would notice their new kaki leonine tails, they were far too busy treating each other to sensual, womanly touches. Their new tails swayed behind them happily. All three of them took a deep breath of the ever-thickening air.

Tara gasped, letting her breath out in a moan as another change swept her body. Patches of fur sprouted all over her, spreading out to fill in every gap where human skin remained. She scratched herself all over, every rake from her freshly changed claws delivered blissful feelings wherever they dug into her new golden yellow fur.

As Tara enjoyed her transformations, the two boys experienced a totally new feeling, one that Tara knew well. Their hands had gravitated toward their pectorals; their muscles, having softened in that area and were starting to balloon outwards. Their new, expanding flesh felt so good in their hands, their nipples feeling even better as they filled out and widened. Muffled feminine moans filled the air as the two boys explored their new assets. Their breasts continued to grow, reaching perky C-cups where they stopped. The two of them pulled their shirts up and over their new tits for better access.

With Tara savoring her almost complete new body, Jeff and Stephan's members had been neglected and drooled precum on the couch below. Tara noticed this and decided they deserved each other's full company, besides; it would be fun to watch her soon-to-be sisters love each other while they changed.

“Darlings, you can use your other hands on each other if you'd like, momma can take care of herself for now." The second she closed her mouth their hands abandoned her snatch, immediately heading for each other's cocks, stroking each other off with haste. Tara peeled a hand from her fur to fill the void in her pussy; she hummed to herself as she pet her private parts, watching her boys intently. “Good boys, soon you'll be a part of the pride...as cute little lionesses. You'll love being girls, you'll see, just focus on making yourselves feel good and it will all come to you."

Their minds were lost now, obsessed with fulfilling each other's sexual needs. Even without Tara's suggestive words, they were eager to complete their transformations; everything had felt so amazing so far; how would it feel to fully become a lioness? They were so close; pre ran down their members onto their hands, acting as a natural lubricant. Their muffled feminine moans were reaching their crescendo while their hands caressed their new breasts, their other hands pumping the love sticks of their friend-turned lover.

Cum spurted across Tara's lap as both 'boys' came at once, lesser spurts running down their cocks and hands. Their feminine moans high pitched at first, but as their orgasms died down, so did their pitch. The muffled sounds of two girls cumming turned to the slow muffled sounds of two girls deep in the thralls of freshly exploring one another's bodies, sounding more sensual and teasing now. This was due to their cocks shrinking as they came, getting smaller and smaller until they were barely nubs.

Their testes pulled inward and up into their bodies, their scrotums following, reshaping into sensitive labia and expanding inwards to form their vaginal canals. Their prostates shifted too, becoming their new wombs while their testes nestled on either side, reforming into ovaries. They rubbed each other's nubs with a finger as they settled within the fleshy hood in the top of their new labia, eliciting more womanly moans from the new girls.

“Very good, girls, see how lovely it is?" She commented, enjoying the show. “Feel free to explore your new parts, finish your changes, free the lionesses within." Tara meanwhile had finished transforming, her ears had finished their ascent to the top of her head and her fur had settled in quite well.

The two new girls broke their long make-out session to pull their already pulled up shirts all the way off, tossing them across the room through the dense fog. They stopped to look at one another's face for a moment, observing as their faces pulled forward just as Tara's had. The two giggled girlishly at the sensations.

“This feels so...amazing, Stephan. It's like a dream come true." Jeff said whimsically, staring into Stephan's eyes.

“Yeah... I know, I've never felt anything like this. But please, call me Stephanie." She fluttered the eyelashes on her changing face and smiled with her newly forming muzzle. Jeff smiled at her in excitement.

“Okay, Stephanie! You can call me...Jennifer." Jennifer giggled at the sound of her new name with her new voice.

“That's so cute! Can I call you Jen?"

“Totally! Can I call you Steph?"

“Of course you can sister!" the two girls giggled and hugged each other warmly, their faces now matching Tara's leonine image, only without the fur. Tara chuckled to herself.

“You two are so cute; you have perfect attitudes for our new pride." She was breathing heavily, almost panting as her hand hit all the right spots inside her.

Jenifer and Stephanie turned to watch their older sister touch herself for a moment before turning back to look into each other's eyes longingly.

“I love you, Jen," Stephanie said softly. Stroking her lover's face with her hand.

“I love you too Steph," Jennifer responded in kind, her voice and hand mimicking her sister's. “Now touch me, let's make each other feel so good." Their hands went to each other's bodies, feeling over their new curves while their breasts rubbed together, nipples rolling over one another. Their new maws interlocked and their new flat, rough tongues tied around the others, swapping thick saliva. Their ears rounded out and enlarged, moving their way to the top of their heads, twitching as they heard Tara's orgasm mount.

Tara's ragged breaths were turning into moans as her pussy was assaulted by her own fingers, her nipples being kneaded by the thumb of her other hand. Her moans quickened and increased in decibels as her orgasm got closer and closer, and then, it came. Her pussy spasmed around her fingers as she was slammed by a wall of ecstasy, her pussy squirting over the couch under her. With her head already held back, she let out a sky shattering roar. Her fingers still worked her snatch as she came down from her orgasmic high, her legs twitching from the overworked nerves in her crotch.

The two new girls broke their kiss again to gaze at their sister as she rode her orgasm, and then back at each other.

“I want to feel like that too," Jen said

“Yeah, same here, sis." Steph agreed, her hand made its way down between the other girl's legs. “Let's try out our new parts." She smiled eagerly at Jen, showing a little of her new carnivore teeth. Her hand graced Jen's new, wet, pussy lips, making the girl shudder and coo in approval. Jen's own hands both went to Steph's C-cups to play with her nipples to add to the wonderful sensations.

Steph giggled at the girl and gently grabbed one of her hands from her tits. “H-hey, girl, don't leave me alone...my pussy's down here." She guided Jen's hand down between her legs and gasped as she felt Jen's fingers dance over her pussy lips. “Oh yeah..." Steph moaned out as she felt her sister's hand run back and forth through her soaking folds.

“God this feels good." Jen managed to shudder out, her other hand still massaging her breasts.

“Yeah...so good." Steph agreed. Both of them had their eyes closed as they focused on the pleasure they gave and received, their tails swaying happily behind them.

“Oh, you think this is nice? Just wait until you have a nice, big male fill you. Wait until you feel his throbbing cock surge within you as he shoots his hot load, painting your insides." Tara grinned as the two girls shuddered and moaned at the thought of being bred by a true alpha male lion. Their hips rocked against each other's hands while pussy juices drooled down over their fingers and onto the couch below.

All three of their ears perked up as they heard the pops and snaps of their feet reshaping, their heels pulling up their shins just as Tara's had. Tara watched the two girls transform further, placing each of her hands on their shoulders, massaging them in support. “Doesn't that feel good girls? Becoming more and more of a lioness? Embrace it." She took a deep breath of the tropical smoke.

“Y-yeah." They both meekly responded. Their moans began to gradually fill the smoky room as they felt their feet reshape, mixed with the feeling of fur sprouting from around their tails, spreading down their legs and up their torsos. Steph slid two of her fingers into Jen's hole, forcing a gasp from the girl as she curled them into Jen's sweet spot, just as she did for Tara. Jen followed Steph and did the same, coaxing a gasping moan from Steph. The two shuffled a bit closer so they could get their fingers even deeper without straining their arms.

Their muzzles met again as they accepted one another's maws, feline tongues twisting around the others. The fur had crept up their bodies and all the way down their legs, coating most of them, their heads still bare. Tara ran her hands down their backs, petting her sisters as they tended to each other, encouraging them and their changes.

“Such good girls, helping each other feel so good." Her hands slid down their backs to cup their round, womanly asses, gripping their nearest cheeks, pulling them apart. “How'd you two like a little more help?" She asked in a mischievous tone. The other two *mhm*d through muffled moans, they were so unbelievably horny that their bodies and minds would accept any extra form of pleasure given to them. “Okay then girls."

Tara's fingers crept across their fuzzy ass cheeks, seeking out the hole below their tails. Her middle fingers rubbed over their puckered entrances, teasing them, letting them know just what she was planning. The two rolled their hips upward now, wordlessly letting Tara know they wanted it so bad, to have both their holes filled while they sucked each other's tongues.

Her fingers wormed their ways into their assholes, slowly sliding further and further in, the fact that her nails were now mostly inside her fingers helped. The two girls mewled and moaned into each other's mouths at having their asses played with while they fingered each other. Once Tara's fingers made it all the way in she started pumping them in and out, and while the two girls had traded their prostates for wombs, it still felt good all the same.

While Tara added her contributions to their experience, she watched as their fur finally swept over their heads and faces, Stephanie's short hair melded with the fur, leaving the top of her head just like any normal lioness. Jennifer's shaggy hair became the same khaki color as her fur, the back of it shading into her regular fur, while the front of her hair only shortened a little her with a long tuff hanging over her eyes. With their fur now covering their whole bodies, the two new lionesses were complete.

Tara added another finger to the girl's asses and really started digging in, her palms steady on their cheeks as she fingered them. The two of them had added another finger to each other's snatches too, stretching themselves and hooking their fingers to rub their g-spots. The fog choked room was filled with whorish moans as they broke their kisses, unable to focus on kissing and unable to contain their vocalizations with each other's mouths.

“Jen...I'm so close, please don't stop." Steph begged through ragged moans. They leaned on each other, resting their heads on each other's shoulders.

“As long as you don't s-stop, I w-won't." She let out a particularly loud moan. “Oh, god! I'm gonna cum!" Jen felt a very new and very powerful force of pleasure bubbling up inside her. Steph felt it too and both of them did everything they could to push each other over the edge.

“Fuck! Fuck! Steph I'm gonna cum too! Oh gooooood!" Tara felt the girl's assholes clench around her fingers as they came, their first female orgasms. Both of them felt the other's pussy clench down on their fingers as well. Both of them squealed at first, then, the two of them unleashed orgasmic roars, craning their heads back as they let their inner beasts out.

Tara pulled her fingers out of their asses as their orgasms died down, the two girls panting and holding each other as they too slipped their wet fingers from each other's pussies.

“Now you two know how good this feels, don't you?" Tara commented. The two girls' panting breaths turned to blissful laughter as they hugged. When they finally broke their embrace, they leaned back, looking into each other's smiling, happy faces.

“Thank you for that, sister, that was amazing." Jen was the first to say.

“Thank you too, sister, I hope we can do that again soon." Steph giggled. The two of them turned their heads to Tara, who watched them with a pleased grin.

“You don't have to thank me, ladies, I know you love what you've become. Now come here and snuggle with your older sister." The two girls looked at each other for a moment before giggling and shifting themselves so they could fall back onto the couch next to the well endowed Lioness. They cooed as they nuzzled her golden yellow fur, feeling her warmth and adding to it. “Welcome to the pride girls."

The three of them lay there for a while, purring and stroking each other's new fur lovingly. Their ears perked as they heard the bathroom door open, followed by the padding of feet across the white carpet. The incense smoke was so thick now that the three had to strain their eyes to see their other two friend's silhouettes through the fog. They could smell them though, their new noses picking up their distinct scents, the scents of the new Liz and Michael.

“Hello, ladies." Liz's new, mature voice broke through the haze. Their bodies came into view only meters away from them. The three of them smiled at the two lionesses, so happy their pride-mates had come to join them. Liz stood proudly with her left arm on her voluptuous hips while the former Michael clung to her right arm, hiding shyly behind the taller lioness. Michelle was nervous to see her friends' turned-pride-mates as she had been less accepting of her transformation and felt unsure about meeting their new forms.

“Sisters, I'd like you all to meet, Michelle." She said warmly, stepping aside a little to reveal the whole of the lioness clinging to her.

“Hi Michelle!" both Jen and Steph said in unison, immediately giggling at one another.

“Very nice to meet you, Michelle," Tara said. “I must say, you are adorably cute." She added, eyeing her up flirtatiously. Michelle looked down, blushing under her fur with a cute smile on her face. She wasn't used to being called cute or adorable, but, she'd be lying if she said she didn't like it a lot. Liz turned her head to face the younger lioness.

“What do you say, Michelle?" Liz asked sternly yet dotingly, making Michelle blush even more.

“Thank you." She answered, looking away from them all shyly and fidgeted awkwardly, her leg turning in place. Bashfulness and flattery tossed within her as she stood in front of all four of them.

“Can we play with her?" Steph asked the two older lionesses, eager to get to know her new sister better. Jen and Steph looked up at them, awaiting their answer.

“Hmmm. Yes, you can, but, only after I've gotten a chance to know her better. Why don't you show your sister Liz what she missed while she was away?" She and Liz made eye contact, sharing mischievous grins.

“Okay," said the two lionesses flanking her side. They started to get up, showing their cute, tight butts off to Tara, who leered at them with a smirk on her face. She lightly gripped their tails as they stood up, tugging them softly as they slid through her hands. They giggled at the teasing tugs.

“Go play with Tara, hun," Liz said quietly into Michelle's ear. “I'll be right over there, on the recliner, ok?" Michelle nodded nervously, staring at Tara as she swatted the other two young lionesses on their bottoms as they left her. Liz took each of them by a hand and led them to the recliner where the former Jeff had been jerking off earlier, leaving Michelle standing there alone.

“Come here sweetie, come cuddle with me," Tara said sweetly to the lone lioness. She patted the spot on the couch next to her with her furry hand. Michelle took a few short steps toward her and eventually settled down next to her golden yellow furred sister. “There we go, get nice and close, I won't bite." She chuckled softly and stretched her arm around her younger sister, pulling her closer. Michelle snuggled into the warm, voluptuous lioness, resting her head on her collarbone.

Meanwhile, Liz had settled down into the recliner while Jen and Steph took their perches on the armrests on either side of her. Their legs were folded up, resting in Liz's lap. They nuzzled Liz from each side, their tongues running across their sister's fur, grooming her while they purred away. Liz ran her hands down their backs, then back up, petting them.

“My, my, what soft fur you two have," Liz commented.

“Thank you, sister," the two replied in unison, giggling before going back to their grooming. Liz nuzzled her head against theirs while they worked their tongues.

“Your fur is very soft too, Michelle," Tara said sweetly, not wanting her to feel inadequate. Michelle's sudden purrs told her that she appreciated the gesture. Tara ran her hand up and down the girl's back, petting her just like she had the other two. Tara and Liz smirked at each other knowingly. “You know, those two loooove having their asses played with." She winked at the other lioness. Jen stopped grooming her sister to weigh in.

“It's true, we love it." She added before going right back to her task.

“Well." Liz started to say, looking down at the two lionesses. “Let me repay you for your attention so far." The hand that had been petting them ran down their backs to their wide hips and tight asses. She wasted no time slipping her middle fingers into their puckered assholes, eliciting approving coos from both of them. Their own hands ran down from Liz's belly where they had been playing with her tummy nips, to her furry crotch, still sticky from the former Michael's cum. They took turns teasing her hole and rubbing her clit. The three of them purred at the touches they all received.

Liz took a deep breath of the smoky air and looked to Tara again. “You know, she likes having her pussy licked."

Tara gave Liz a mischievous, toothy grin and looked down at Michelle, who blushed at the comment by Liz.

“Oh yeah?" She chuckled to herself; she had never given oral to another girl before. “How'd you like to get a lick or two from me, hmm?" Michelle looked up at her with puppy eyes, giving her a shy nod. While she might have appeared outwardly shy, she wanted it more than anything. “Climb up here then sweetie." The older lioness invited.

Michelle shifted in her seat, turning herself so she could straddle Tara, lifting her leg over the older lioness. Tara sank down in her seat so her face was in line with Michelle's coochie, and with a big, long lick, ran her rough feline tongue through the girl's lips. Michelle gasped, still not used to the sensation. Gripping the backrest and with moans spilling out of her mouth, Michelle joined her pride in the start of a perfect, lioness orgy.

Unbeknownst to the five of them, upstairs, the lock on the front door to the house had unlocked from the outside. It would seem that the former Jeff's parents had returned home.