In Like a Lion, Out Like a Pussycat

Story by Joshiah on SoFurry

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#113 of Transformation Stories

I hate myself for that title, but...it's really quite fitting and clever for this story of rampant sex, transformation, revenge, and a lesson about properly pleasing your lovers!

In this commission, Sam fancies himself as the prime predator on campus, and the long list of women that he's slept with would support his theory...but they all leave his bed sexually frustrated. He's a selfish lover, and after some of his recent "conquests" get together to vent, they come up with a plan: Sam thinks he's being invited to an orgy!

Believing that the afternoon will cement him as a legend across the campus dormitories, he rushes up to the next floor and finds the girls waiting for him. Each one tries to teach him a little something about sexual endurance and pleasuring his lovers, but when he clearly isn't getting the lesson...a little magic turns the lion from Sam to Samantha, and fills him with the same sexual frustration that they've known all along.

They believe in mercy, though...right?

-

Commissions are open! https://docs.google.com/document/d/1M4k7uyTIRESrkmEhcuQPtznK7qDFrDH358Vk9-bYrGY/edit?usp=sharing 80,000 words are available and waiting for you to go after!

If you enjoy bondage scenes like this, be sure to check out the bondage themed auctions I've got going! https://www.furaffinity.net/journal/9573712 https://www.sofurry.com/view/1611667

If you'd like to help me keep on creating, please check out my donation sites! https://www.patreon.com/Joshiah https://subscribestar.adult/joshiahswrittenworks Even $1 a month goes a long way to helping me stay employed, and it gets you all kinds of unique benefits!

As always, read, comment and enjoy!


Being a selfish lover was one of the worst possible ways to get yourself laid, but until you developed that reputation, you might be able to sneak by on good looks and charm.

For Sam, that was the way he carried himself and lived his life in college, and for the first few years of his university education, life was good; so much that he didn't see a need to change his ways or step up his game in the bedroom.

As much as it earned him credit with the other guys in his dorm, however, not everyone was a fan of how selfish he proved to be, when push came to shove.

"He seriously just finished, jumped off of you and left?"

"All in the span of about three minutes...and two of those minutes were him putting his pants on and tripping his way out the door!"

The guys had formed something of a fan club for him, but for the ladies he'd let down, the opposite effect was taking place, as a forum of complaints started filing in...and three fellow students were spurned worse than any of the others.

"No better than what he did for me, honestly. Just last night he came in my mouth...didn't give me any kind of warning before he did it, and when I asked for mine, he was suddenly having 'stomach issues.' He must think I'm an idiot..."

Shelby was just the latest in the war path of poor performances that Sam left behind him, but the vixen wasn't alone in her frustration. Her new friend Jennifer couldn't believe his gall, either, and while complaining about it in the quad, Katie couldn't help lending an ear to the tale...and sharing her own.

"So basically," Katie muttered, "This guy did all of us wrong...and he's still walking around his dorm like he's the king of dick jungle or something."

"Of course he is," Jennifer countered. "All he has to do is say that he got it inside of us, and we're branded as sluts for taking part in his bullshit...when really, all he's doing is making enemies of every girl on campus!"

"Then why don't we just let him dig his own grave?" Shelby asked. "If he's really that terrible in the sack; and we all know he is...just let him keep screwing up in the bedroom until everyone knows what a slouch he is."

The doe shook her head. "Not good enough for me," Katie admitted. "I dunno if it's the case or not, but what he did to me felt like a personal slight...and I will get my revenge for it."

Jennifer nodded. "Same here. I dunno if you want in on the plan or not, Shelby, but whatever we come up with, we've gotta do _something_to show this chump that it's not right to treat girls the way that he does...especially when he's letting them down every time he gets close to them!"

Of the girls, Shelby was the timidest. She was reluctant to jump right into action, but more than that, she already saw a flaw in the girls frustrated aggression.

"What exactly would we do to him, though?"

"Hm?"

"He's a jerk in the bedroom, but it's not like he didn't anything dangerous...it was just offensive. He's a bad lover, and we can scorn him for that, but...what can we really do that wouldn't make us worse people than he is?"

Discussing their mutual problem in the quad wasn't the wisest thing in the world; plenty of other animals were in earshot, but only one of them was truly paying attention.

"If that's the same Sam who took a pass at me and gave me shit for being a lesbian...I'm in."

Erica stopped in her tracks when she heard the selfish lion being discussed, and the girls looked up to an unfamiliar face.

"Guess he couldn't handle you snubbing him," the wolf giggled as she looked up from her spot. "I'm Jennifer, and you are?"

"Erica," she replied, "And if it's revenge on a sorry ass loser like Sam that you're after...I know the perfect way to get back at him that doesn't involve hurting his body at all...but we can shatter his pride, if you girls are up for it."

Shelby's face was nervous, but Katie was nodding eagerly at the offer. "What do you suggest?"

"Give him a call and tell him to come to one of your dorms," Erica suggested. "If he knows there's multiple girls there waiting for him, he'll stop being such a flake...and when he gets there, he's gonna be in for one hell of a surprise."

Erica wasn't going to spoil the details in a place where someone might be able to catch wind of her words: she didn't want Sam having any idea what was in store for him when he answered the girls collective invitation.

**

"You're kidding, dude. You have to be."

Sam was fresh out of the shower, still wrapped in a towel and strutting around his dorm like he was the cock of the walk.

Of course, when he had physical evidence that he'd been invited to take part in an orgy on the next floor, he felt like had good reason to be a little confident, and that swagger was evident in the way he stood over his friends as they read the text message in disbelief.

"That's definitely Jennifer's number...dude. Dude. You need to get up there, like..now!"

"Oh, really? But I had such a great afternoon of sitting around with you losers and playing video games planned out!" Sam joked. He threw his towel in the face of one friend, and the other lifted a paw just in time to block the lion's nudity. "Of course I'm heading up there! Only reason I'm even putting clothes back on is because I have to go through the hallway, first..."

"If you could hurry up and get out of the way, that would be great...and get your fucking towel off my face!"

"I didn't think you'd be so upset. I figured some of my greatness might rub off on you if you held it there long enough."

Even to his dormmates and friends, Sam was an arrogant jerk, so much that his reputation for being one in the first place was never called into question.

Truth be told, they were perfectly okay with getting a break from his presence, even if it meant that he would be bragging up his exploits from the day around the dorm later on.

"The only thing rubbing off on me is your musk...seriously, how long do you go between showers?"

"Long enough to make sure the ladies can smell me coming...but I like to wash up before I let them get too close," Sam explained. "I hear things down there can be a little overwhelming when I go too long between baths."

"Might be an understatement, dude. Also; gross."

"Pssh. You just can't handle the smell of a real man!"

"I'm sure that's the problem."

Sam buttoned his jeans up one notch tighter than usual to make sure that his backside would pop with every step he took, and thanks to the comments of his roommates, he put on a little more cologne than was truly necessary, leaving the whole dorm to smell of it even after he stepped over his friends.

"Don't worry. Hit the gym once in a while, and you might put off that kind of aura some day," Sam bragged with genuine belief that his scent was cause for arousal and intimidation. "And if you're lucky, you just might get invited to sleep with three chicks at once...y'know, like me."

He knew that a shoe was being thrown at him as he stepped out the door: Sam yanked it shut behind him in time to block the trademark assault, and the fact that he managed to avoid getting hit was an unnecessary boost to his already sky high confidence. "Gonna have to do better than that to bring me down, guys...this is gonna be the best day of my life!"

So many of the other students were off at class that Sam didn't run into anyone on his way up to the second floor of the dormitory. Room 237 was his destination, and the fact that he ran into no resistance on his way there was just building on what he thought was his lucky day.

He stopped a few doors before the one he was fated to enter and took a deep breath: he couldn't help feeling a bout of nerves before everything got started, but he didn't dare to let anyone else see that. He simply exhaled those fears before he took a few more steps, and as he lifted his fist to knock, he noticed the door was already cracked slightly open.

Giving it a slow, curious push instead, Sam leaned his head in and looked around, as if he thought the room would be larger than his identical one on the floor below.

"We were starting to wonder if you'd ever show, Sam. Don't tell us you were thinking about chickening out?"

If there was a surefire way to get Sam's attention, it was to call his masculinity into question. He nearly threw the door the rest of the way open as he stormed in, but as soon as he stepped through, the door was caught and closed behind him.

"So quick to anger," Shelby judged him. "Is that any way to treat someone after they've welcomed you in?"

Sam blinked. "I...I was just making a loud entrance," he claimed, as if that excused him nearly slamming the door.

"You were coming on a little strong," Jennifer argued. She and Katie were sitting on the edge of the bed, and sensing his hesitation, Shelby pushed him right over to that spot, wanting to get the fun underway before Sam had a chance to gather that something was up. "But that's okay, Sam...it's just in your nature, isn't it? A big, strong predator like you just can't help going a little too far..."

He was a bit too full of himself to notice that his ego was being stroked. He easily could have pushed back against Shelby, but seeing the girls waiting for him bedside, he wasn't going to make any effort that would keep him from getting some action.

Thinking with the wrong head, Sam moved closer to Jennifer and Katie, ignoring the fact that their smiles seemed a little too eager to be genuine. "Long and hard is how I like to live my life," he claimed foolishly. "Certain parts of me just can't help abiding by that rule all the time."

"All the time?" Shelby asked. She slipped a single paw from his lower back to the front of his torso, and much to her surprise, she could actually feel the lion throbbing through his jeans as she stroked him. "And here I thought you might have been joking...we're gonna have to do something about that, Sam!"

"I dunno if any one of you could," Sam joked. "But all three of you at once? You might finally be able to wear me down."

Sam's reputation preceded him everywhere he went, but each of the girls in the room at that moment shared a deeper connection than rumors would grant: they'd all been subject to the his braggard nature, his impressive physique, and the utter letdown of being with a lover that was so selfish with his gifts.

He could talk himself up all he wanted, but they knew better.

"Most lions can't even take down one meal without getting winded," Katie told him. As she did, she crooked a pawtip at him and he climbed right into the bed...but Shelby and Jennifer flanked him, grabbing his arms. "But I'm not here to be hunted, baby. I'm here to do the hunting."

There was no way of getting into bed that Sam opposed: as much of a sexual appetite as he carried, he was fine with being on top or on bottom, taking the lead or being lead into the moment.

It was actually a nice change of pace for him to see the girls taking the reins and yanking his shirt over his head. With the garment removed, Shelby and Jennifer offered a playful giggle before pushing him into the bed, but as he tried to fall into Katie, the doe stood right up and moved out of the way.

She knew it was coming, and her expression changed in an instant as she gazed down over the self-proclaimed alpha male.

"Can't trust a lion to behave himself, though. We're gonna have to take some extreme measures."

After their previous encounters with Sam, Jennifer and Shelby wished that he'd put up more of a struggle as they gathered up the makeshift ropes and wrapped them around his wrists, but just as they expected, Sam only took the act at surface value.

It was a kinky way to get things started, but one that he'd never protest.

"You girls really think that'll be enough to keep me down?" He asked, still thinking himself strong enough to break through links made of torn bed sheets...but as his pants were unbuttoned and yanked away by the eager doe, he saw his belt added to the mix, and realized that he might have been in a bit of trouble.

Tied wrists were wrapped to the top bar of the bed with the very same belt he'd been wearing before, clothes were a thing of the past, and for a moment, the seemingly unflappable lion was very aware of just how vulnerable he really was.

"You three, y-you're...you're taking this _really_seriously, aren't you?" he asked, doing his best to keep the arrogance in his smile.

Jennifer looked like she could already smell blood in the water. Her gaze narrowed upon him and picked out the nerves from the cracks in his smile, and with each passing second, his façade crumbled that much further. "What's the matter, big guy? Didn't think the three of us were up to the task?"

Giving a curious tug against the end of the bed, Sam found that he couldn't move his arms back down at all, and if he thrashed his legs, they were sure to end up in the same situation.

He was trapped and exposed, leaving the girls with a series of choices to make, as far as he could tell; he didn't know that the path ahead was already figured out for him.

"I mean, I did give you girls an opening," Sam argued. Even in an honest defeat, he couldn't bring himself to give them the credit they deserved. "But now that you've taken your opportunity...what? You're not gonna follow through?"

Shelby felt the greatest slight at the lion's behavior, so much so that Jennifer had to keep a comforting paw on her shoulder to keep her from lashing out.

There was a plan in place for a reason, and now that they'd started it, they needed to see it through the finish the job.

"Oh, they're going to follow through, Sam. Don't you worry your little head off about that."

The girls had played their part in the game perfectly, and Sam, who was still admiring the trio that stood around him, never realized that there was another body in the room.

Pushing a pair of sliding doors aside, Erica emerged from the closet with a grin and a powerful gait in her step, the very same one that Sam had mocked her for the first time they met.

"Wait a minute...Erica? What the hell are you doing here? I thought you weren't into guys!"

"That's so much nicer than the way you said it the last time we saw each other," Erica reminded him. "Do you want to tell the others what you really said to me?"

Sam never felt the weight of a stare as strong as he did in that moment, as three other sets of eyes rested upon his face and waited for him to lie to them.

He couldn't do it. "Look, I know what I said was mean, but it's not like you weren't rude to me, first!"

"Not wanting to fuck you isn't rude, Sam. It's my body, and I'm allowed to share it with whoever I do or don't please...and these poor ladies told me that when they shared theirs with you, you didn't give them the kind of love and respect that they deserved!"

After getting away with whatever he wanted in the bedroom for such a long time, it was a strange and unnerving moment for Sam, who looked up at the girls once more. All three were drawing closer to his naked body with devious intent in their eyes, and looking back to Erica didn't grant him any comfort: she was snickering at his plight the entire time.

"They wanted to get fucked, and I wanted to get off, so as far as I'm concerned, everyone got exactly what they were after," Sam argued, doubling down on his arrogance and entitlement. "They seemed pretty grateful to me when everything was said and done!"

"It's called being polite," Jennifer told him. "I didn't want to smash your frail, little ego at the time, but...to think that you'd give me less than two minutes of attention and then run off when you were done?!"

That fact, Sam couldn't argue with. He didn't think what he'd done was so wrong to warrant being captured, but he knew that he'd treated every one of those girls like a cocksleeve and left them to clean up the mess afterwards; nothing else he could say would improve the situation.

"I don't think he's ever been polite once in his whole life," Shelby claimed. "Left a whole load on my chest and pulled up his pants so fast that he nearly pulled the zipper over his own dick...didn't even bother to ask if I needed a towel to wipe myself off."

As the crimes piled up against him, Sam thought he knew where they were going with their act. He was prepared for the guilt trip, and whatever sadness or frustration would follow it.

He wasn't prepared for Erica to lean right over his face with a sinister grin. "Sounds to me like you don't understand the importance of being considerate of your lovers," she murmured. "So, I've offered to do these girls a little favor: you're going to give each of them another round."

Sam blinked, dumbfounded.

" But , if you climax before any of them do, you'll be turned into a girl yourself, Sam."

The lion had no idea who he'd underestimated. A subtle aura gathered around the tip of Erica's claw, and as she poked him on the nose with the ethereal glow of pink, the curse and the terms were set upon him.

"All three, right in a row? How the hell am I supposed to outlast that?!"

"Guess you'd better figure it out," Erica recommended. "Looks like Katie is gonna go first."

They didn't give Sam a chance to get comfortable, or to pick a position. He was the object this time, as his bonded body made a platform for the girls to dictate their own pace and depth...his only real contribution was his gifted manhood, and Erica wanted to make it clear to Sam how easily that could be replaced.

With his argument ignored, Sam turned his stare back to Katie, who was shimmying out of her yoga pants, right between his legs.

" Fine ," Sam groaned, accepting his fate. "I came up here to get laid, anyway...if you three wanna do all the work for me, be my guest."

Erica was delighted to see that Sam was such a slow learner.

Katie, on the other hand, was delighted to get a shot at Sam when he didn't have any chance to back out before she was done, or run out the door before she was satisfied. With his body trapped, she was easily able to climb into his lap, leaving her clothes discarded at the foot of the bed. She didn't waste time with a slow, teasing saunter, or staring Sam down with lust pouring from her expression as she had the first time they met.

She was motivated purely by revenge, and it showed in her follow through as she procured a tiny bottle of lubricant and allowed it to drizzle over his exposed length.

"It's amazing how hard it is to find you attractive after what you did...the most enjoyable part of this will be watching you squirm while you're trying not to get off. Unless you've made some major changes recently, you don't stand a chance."

Hinting that she might have been holding out on him the first time, as well, Katie worked the slick mess into Sam's cock and held it steady before easing her petals across the tip. He was physically gifted and endowed enough to make the penetration a genuine struggle, but she managed to relax herself as she thought not of the act of fucking him, but the ridicule that would follow when she was done.

Precum eased into her passage as she rode her way down to the base of his shaft; she'd be able to finish him in seconds, if she were so determined.

"Are you really trying to get into my head right now?" Sam asked. He'd accepted the curse as reality, and knew he had to try and hold back, but he still found it humorous that the girls were all going to give him a round of his favorite pastime in route to completing their revenge. "Gonna be pretty hard for you when my head's already inside you..."

Katie's eyes couldn't keep from rolling. "Confidence is nice and all, but that's another one of your problems, Sam...you're an arrogant prick."

Her inner muscles came alive as she adjusted to the pleasant sensation of being filled with a warm, throbbing length, but Sam wasn't lucky enough to get comfortable in that spot.

Clenching walls gripped at the base of his shaft as she settled down on it and milked him from the bottom to the top. Her paws came to rest on his hips, and as she eased herself up and down upon his rod, she never gave any inkling of when she'd squeeze at him next, leaving every inch of his shaft both eager and terrified of when the next attack might come.

"Nothing else to say, Sam? No glib remark?"

Katie was skilled beyond what she'd ever shown the lion before...and before he'd shown her how selfish he could be in the bedroom, she was looking forward to exchanging her talents for the pleasure that he could offer.

When he came up as short as he did and left her, she was worried that she might never get a shot at revenge; bringing this plan to fruition was nearly orgasmic by itself.

"You really think y-you're getting back at me by getting me off?" Sam finally jabbed at her, but the bite was taken from his voice as he tried his best to keep it restrained. "Trust me; I've had way tighter girls than you on my cock before. I can..._nnf..._I can handle this!"

"And you really think I'm giving this my best, don't you?"

There was natural tension between the lion and the doe, and their predator/prey dynamic wasn't lost in the moment as Katie asserted her dominance over the lion. In a way, she was grateful that he continued to be so defiant in the face of his impending transformation: she wanted to know at least a modicum of satisfaction at Sam's behest, and seeing the way he squirmed, but tried to look tough kept spurring her on.

Paws moved from his hips and settled on his thighs as she leaned back, allowing her breasts to bounce gently with the weight of her body coming down on his own. "I could do so many things to you, Sam...if you weren't such a selfish asshole. It's a shame that making you cum is j-just business..."

Some part of the lion still didn't believe that there was truly a magical curse on his body, until he felt something tingling in his flesh beyond the call of his orgasm.

It hadn't even been two minutes, but Katie's skillful womanhood had the seemingly lucky boy on the edge and trembling, even if he'd never admit to the same.

"You making me cum is the only reason I'm still lying here," Sam tried to argue, as if he wasn't tied down to the bed and utterly helpless. "It's all that any of you are good for."

He heard the odd crack in his voice before his lips closed once more, and though his eyes went wide with panic at the sound, he tried to forget ever hearing it.

"...Yeah...you still aren't learning," Katie groaned and lifted herself from his cock just before he had a chance to erupt upon her, but the lack of a squeeze bought him a little more time. "Ready for your meal, Jennifer?"

The wolf smiled and licked her fangs with such devilish intent in her expression that Sam wondered if that was their plan all along: what she could have done with such razor sharp teeth to a helpless body was a fantasy that actually softened his member...but it was the curse that kept it softening, until Jennifer splayed her leg out over Sam's torso.

Her footpaws rubbed right in his face and pressed against the end of his muzzle as she bucked herself at his length from a unique angle, and just like that, he was back to clenching his every muscle to resist a release.

"I think you tenderized him nicely," Jennifer murmured. "Or should I say, 'her?'"

Unable to see himself, Sam just shook his head, trying to dodge the dominant, forceful paw on his lips.

"Your features get softer every time I slam my hips into yours," Jennifer described it to him, but only in such detail that she could manage with her vigorous pace. "And your cock...w-while nice and thick...sure feels like it's getting a little smaller."

They hadn't taken such a direct jab at his confidence until that moment, but where the wolf was grinning and humping the lion with glorious vengeance, his body went softer still, until Jennifer could feel the wide, thick spread of his pectoral muscles rising.

It was slow enough that the others had a chance to come in closer and watch as the once hardened flesh became softer and softer, bumping up around either side of Jennifer's calf.

"I know you can still talk, Sam. Don't tell me you're afraid of getting a little fur in your teeth; I thought you liked getting a little freaky!"

The lion didn't know if he was into paw worship enough to lick the base of her pads like she dared him to, but it was getting harder and harder for Sam to play along with the game presented to him. He could feel his thicker form getting thinner by the moment, and where Jennifer's first thrusts couldn't quite take all of his length, she now swallowed the whole thing inside of her passage with ease...

...The clues were getting harder to ignore, and the girls didn't show any signs of stopping.

"He's about to break, girls...I can feel it!"

A throb that Jennifer was all too familiar with gave her a twisted sense of disappointment and pleasure, but the former sensation was dominating as she lifted herself from his soaked crotch and watched him straining.

She wanted to be the one to finish the plot, but it wouldn't have been fair to deny Shelby a turn.

"If you're so damn sure of yourself, why didn't you finish me off?" Sam asked, pretending that his voice wasn't a higher pitch than Jennifer's. "Sure seems like you two are the ones who couldn't keep up with me!"

Shelby put a stop to his attitude by switching things up on Sam, and giving him a taste of his own medicine from before.

"Any one of us could have taken you out anytime we wanted," the vixen assured him. Her seat taken wasn't in his lap, as the previous two had been, but right on the cusp of his muzzle; she only needed the long, soft fluff of her tail to tease his slowly shrinking cock, and the tip could reach what was left of his orbs...they, too, were starting to fade away. "But since you couldn't get Katie off, and you weren't enough for Jennifer, let me ask you...do you remember doing this to me and then running off after you forced your cum down my throat?"

She was harboring even more frustration than her partners in crime, and her glare was gifted with laser focus as it homed in on the fear that Sam's eyes tried to hide.

"I could rock your pathetic little world all night long if I really wanted, but you haven't learned even the most basic of manners yet," she continued. "I figure we can start with a very easy one: don't talk with your mouth full...and don't leave the table till you finish your meal."

Smooth, silky petals were eased apart by Sam's tongue, mostly out of necessity: the lion needed to breathe, and Shelby wasn't rolling her hips or pumping her mound at his face.

She was content to sit still and wait for him to finally do one unselfish thing in the bedroom, and it took him struggling to draw air to finally press his tongue up into the delicate part of her slit.

"So twitchy down there," she taunted him, feeling the pulses of his length as her tail coiled around his length and stroked it rapidly. "I could get you off without even letting you inside; how pathetic is that, Sam? What are you and your helpless cock gonna do now?"

The glow from the curse was starting to envelope his whole body, but what was tied to the bed no longer looked like the alpha male that entered the room. His thick, full mane had almost completely vanished, and the muscles that allured so many unknowing women to him in the first place were a thing of the past, their thickness replaced with a slim and streamlined appearance.

He still looked athletic, but rather than a broad, powerful chest, his torso had narrowed such that his growing bosom looked a little too full for his body, and his cock was shrunk down so small that Shelby was having trouble finding it by touch alone.

Somehow, despite all the teasing he'd endured, Sam managed not to spring anything more than a leak of precum, but he was panting desperately into Shelby's folds and wishing he could loosen his paws to grab onto something for relief.

"Just so you don't let it go to your head: all three of us were giving you the least we could manage," Shelby explained, as she slowly rose from the bed, allowing the last of her slick, dripping juices to spill all over Sam's face. "Hopefully you're warmed up enough to deal with the last stage of your punishment."

As it shrunk, Sam's length became even more sensitive. Every touch upon it was bliss, but it was shock that took his mind when he saw Erica grasping what was left of his length.

"I...I thought you were a lesbian?"

"And you couldn't help making fun of me for it," Erica reminded him. "Trust me, if the prize is gonna be watching you turn into a girl, I can take a little dick for a few seconds..."

"It will not be just a few seconds!" Sam protested. His words were a high-pitched squeal as he failed to adjust to his new voice, and the others giggled as they watched Erica point the tip of the lion's member toward her folds. "Fuck, Erica...y-you...you don't have to do this! I don't wanna be a girl!"

"Of course you don't," Erica immediately cut him off. "You view women as something less than you...objects to be used for your pleasure and nothing more. You'd never want to be something that you have such a poor opinion of, but I don't think you'll ever learn to respect us until you know what it's like to be us."

Erica was determined to finish what they'd started, and despite Sam finally looking vulnerable, she climbed right into his lap and wiggled down until she could feel the tip of his shriveling member against her labia.

"You know that isn't true! I...I totally respect women!" Sam tried to argue, but that didn't stop Erica from guiding his tip inside of her womanhood and easily taking the whole length. "Just g-give me a chance to prove it!"

The mare smiled at him with deceptively sweet lips and nodded. "You'll get your chance," she assured him. "As a woman."

All the other outward changes paled in comparison to the grand finale, which left Sam's exhausted body trembling with ferocious pleasure. He'd never lasted so long for one woman before, much less three, but his endurance couldn't carry any further.

Being a mare, Erica could have handled Sam at his largest without any trouble, but at his current size, he was only reaching a couple of inches in: incidentally, she was getting quite the rush from having the sensitive nerve endings near her entrance so directly stimulated, such that she had to stifle a gasp as she bounced herself carefully on the lion's remaining flesh.

Her natural moisture was blended with the blessings of his own release as Sam, looking up at the mare with pleading eyes, found his silent plea rejected. The last of his orbs disappeared in the act of giving off his final release, and a terribly messy finish ended up all over Jennifer's bed as Sam finally gave in.

"Erica, please d-don't-

"Shut up and cum ," she ordered him, making it clear that she wouldn't back down from putting him through the final test. "There's still a lot more for you to learn..."

His seed poured across the first couple inches of her passage, but as he fell out of her, his squealing voice was silenced by the weight of an orgasm that was greater than any he'd ever felt before: it was the trickery of the curse that heightened his sexual delight.

He was still gasping for air a full minute later when his thick, messy cum was spread across Erica's thighs, and his cock, once thick and full, had completely disappeared. Only the tiniest slit remained behind in the middle of his thighs, but that gap, thin and small as it was, continued to spread and stretch with the bliss of Sam's afterglow.

"He's not so bad when he's too winded to talk," Erica muttered. "Not much of a he anymore, though..."

Shelby leaned over and watched the lioness struggle to breathe, all behind a façade of panic. "No; definitely a girl now," she agreed. "But she's kinda cute!"

"Cute? H-how am I gonna live like this?!" Sam panicked. She looked down at her new body, unable to recognize a single inch of her form. "My life is over because of you!"

"Don't be so melodramatic, Samantha," Erica told her. "Now that you're finally learning a little humility, you might become tolerable, given enough time...and a few more lessons."

Katie gave Jennifer a quick nudge. "Do you really think she's earned another chance, though? Was this enough?"

The wolf shook her head. "Not quite. She's just dealing with the shock of it all, right now. I don't think she's genuinely sorry yet."

Samantha turned her gaze to Jennifer, and fear was met with a sinister grin; the wolfess was going to ignore any plea that she could come up with.

"Sounds like you'll need to give Jennifer a little extra TLC, but for now, the rest of us will bring you up to speed on being a girl," Erica offered. "But you'll need to do exactly what we say, Samantha...and maybe, if you actually learn to listen and be a good girl, we'll change you back to a man when your lessons are over."

Katie and Shelby grabbed Samantha's thighs, holding them despite the remaining quiver of orgasm that shook them. An extra spread allowed Erica to move in closer, and as she did, she procured something that the lioness could actually recognize: a nearly perfectly replica of her old cock.

"The first lesson is how to cum like a girl...and it should give you a very firm appreciation of just what an asshole you were being to these lovely ladies before."

What Samantha thought was an impressive show of endurance before would pale in comparison to what she'd have to struggle through next, but she did her best to wear determination on her muzzle once more: she'd do whatever it took to get her old body back.

Whether her efforts would be enough to earn that body back or not was entirely up to Erica, and that knowledge kept her from feeling the dangerous arrogance that she was once so famous for. As the toy neared her new, emerging womanhood, she seized up; Erica snickered.

"On second thought, it looks like your first lesson will be why it's important to relax, Samantha."