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Sweat poured off Eli's body as he stood breathing heavily in an empty locker room, clad in only a jockstrap. It had been his day to go running, his now-normal routine after almost a year of quarantine. Despite never being much for the gym, he seemed to be enjoying the experience as of late. He was especially fond of the onset of muscle mass and the extra energy it had seemed to grant him.

Eli had been overly restless in the past few months, and these regular gym visits had been the perfect way to blow off some steam. Well, perhaps the second-best way. He'd been more than a little pent up as of late but had had little luck with the lads. Leading to masturbatory sessions the likes of which his teenage self would envy. Still, the release it gave him was better than nothing!

Regular workouts also took his mind off the dim memories of the past few full moons that haunted his dreams. Of running, of moonlit nights through forest paths. Of blood and terror. There seemed to be an absent memory at the beginning of it all, something that was accented by red eyes and claws and teeth. But the image was always so vague. Eli chalked it up to some sort of past manifested trauma rather than a repressed memory. Still, it was odd that such a thing would choose to manifest itself so consistently!

The moon had been on his mind lately, in particular, the nights when it was full and bright, like tonight. He had to admit, it was damn pretty. He had admired it coming through the skylight as he did his rounds on the track. It was simply breathtaking, invigorating his workout as he ran around and around. Eli couldn't recall the last time he'd had so much energy!

Eli was about to pull down his jock to put on some clean clothes when a sudden itching caught his attention. Scratching his arms, he was shocked to feel that the normally short hairs were somehow longer, giving a coarse impression against his fingers. They were no less sparse on his arm, but it was as though the hairs were lengthening, like weeds in a garden. The hell...?

"Ouch!" Eli exclaimed suddenly, as something pierced his skin. The pinprick was followed by the fluid sensation that came with a drop of blood. A brief flash of red confirmed that he'd somehow cut himself.

Looking down at his other arm, his heart nearly stopped as the sight of his nails caught his attention. The rounded ends seemed pointed, the entire surface darkening from its translucent pink. With the surface seeming to thicken from the base of the cuticle, Eli was staring at what almost appeared to be the presence of claws in his fingertips!

Slight tingling in his other hand signaled that it, too, was becoming adorned by the same crescent shapes. Eli stared startled as the hairs on the back of his hand continued to lengthen in tandem with the claws that grew from his former nails. The fuck...?

Images of the full moon came back to him, as did the realization that this was not the first occurrence of such bizarre alterations. The more the skin on his palms started to darken, or the hairs continued to lengthen, the more familiar it seemed to be. Had he changed like this before? How could he have forgotten? And, more to the point, what was he changing into?

Only one thing came to mind as he watched the hairs continuing to extend, bringing his mind to old horror movies. Werewolves didn't exist, did they? Not outside of fiction. He had to be having a bad reaction. A hallucination. He was tripping. That had to be it.

But nothing rational could explain the swelling in his palms, the sensation of the skin bubbling into black pads that encompassed more of their surface, even growing on his fingertips. The digits remained flexible, though far thicker as muscle bulged under the skin. It really did look to Eli like he had the hands of a werewolf!

One thing that clearly differed from the movies was that Eli felt he should have been in agony from the change. His hands finished swelling into their new configuration, and the muscles of his arms continued to bulge beyond that of the gym's average bodybuilder. Still, all he felt was a persistent prickling. In fact, the transformation seemed to be having the opposite effect. A tingling in his groin brought his attention down to his jockstrap, where his cock seemed tightly cocooned. It was hard, the tip oozing what looked like pints of precum as the sensual swelling of his muscles played over his upper arms. Not only did the change not hurt, but it seemed to be erotic.

A moan escaped Eli's lips as the swelling of his muscles and the tingling of hair growth started running down his chest and spreading to his thighs and glutes. It felt amazing that his muscles were bulking up in so little time, enough that it would be impossible to fit back into his street clothes. A warmth spread through his form as his thighs grew meaty, coated in slick sweat and thickening hairs.

The process left Eli perspiring heavily, the change obviously exerting him in a way that even his workouts would have trouble doing. The already somewhat potent scent of the locker room was filling his nose now, making him leak another thick glob of precum into his jockstrap. Eli was unaware of it, but his nose had started to darken to black, slits forming on the sides as he breathed deeply of the heady, male stink. The normally rank odor was somehow heavenly, making his cock bob a few more times in his jock as it grew more painfully erect than Eli could ever recall!

His muscles were swelling all the while, meaty thighs and glues sat atop lengthening calves and stretching heels. Eli was shocked to hear an audible crunch as his heels continued to expand, the bone and flesh and sinew being molded like putty. He had to lean forward a bit, trying to make sure that he didn't fall flat on his face into the lockers. His stance was becoming more and more digitigrade as the seconds ticked past!

The same ache that had assaulted his hands was now covering his toes, crescent claws stretching outward from his human nails. Yet, unlike his fingers, his toes did not retain any of the familiar flexibility as they shrank into an expanding foot. A thick sheen of webbing seemed to form between them, as though holding them in place. It seemed as though they were on their way to becoming lupine hind paws!

Eli could feel his stance elevating somewhat as his feet became adorned with lupine pads. Bracing himself against the locker to prevent himself from falling over, Eli could feel his claws digging into the steel with strength that surpassed anything his human self should have known. The only bane to his current predicament was that he had to adapt to his new stance and needed both hands to brace himself. He couldn't tend to the siren needs welling from his turgid dick without them!

Soon, the tingling of change calmed down enough that he could take stock of the alterations. The sight of his new, lupine appendages was more than he could have prepared for. They appeared to be a perfect pair of wolven paws, their claws clicking on the floor as he tried to walk. It was awkward at first, but his body proportions seemed to have shifted enough to allow comfortable movement.

Yet even the consistent itching and struggle with his new stance could not detract his attention from the needs in his prick as it continued to throb insistently against the confinement of his jockstrap. Eli had no idea that a change into a lupine beast could be so damn hot. H needed to get off, and he needed it now. Bestial intentions be damned. He wouldn't be denied!

With his new, animalistic strength, it was an easy task to rip his jock from his form, throwing the damn clothing against the wall with a wet splat. His cock hung there, bobbing in the air as it leaked more and more of its fluids onto his hand. Eli wanted to stroke himself off, cum, and maybe howl, if the mood struck him. He was turning into a werewolf, after all!

Yet, the sounds of footsteps hit his ears, and Eli was brought to the attention that he was not the only person at the gym tonight. Although there were no cameras in the locker room for others to view his activities, there was every chance that someone could walk in on him. That would be to their own peril, Eli found himself thinking. They would soon either end up as a snack for the newly changed wolf or, perhaps better yet, something to alleviate the growing needs in his cock...

******

Markus panted as he headed for the locker room, sore from having overdone it a little on the weight machines tonight. He was the only one left in the gym, as best as he could tell, so he'd let himself try a few heavier reps without fear of judgment. That had been a mistake. He was lucky he hadn't injured himself!

As he entered the locker room, a bizarre scent hit his nose, something pungent and offensive that made him take a step back. It was musky, heady, and seemed to perforate the room in a way that made Markus uncomfortable. He was sure he'd smelled it somewhere before, but it had no place here. There was an undertone of wet dog, though it was only one layer within the miasma that lined the room. Something about it almost reminded him of... sex? What was going on?

The sight in the room would change his life forever. Before him was a man, naked and jacked and in an awkward position. Though his back was to him, with the growls and grunts and the sound of something slapping against an open palm, it was obvious what was going on. The man was sporting an obvious erection and was stroking off with such reckless abandon that made Markus certain that the man didn't know Markus was in the room. Either that, or he was an exhibitionist!

Markus's first impression was that it was indeed a man. There was no mistaking the bipedal shape for anything else. Yet, something was wrong, horribly wrong, though it took a moment for it to sink in. The man was hairy, for sure. Maybe not the hairiest man that had ever been in the locker room. But there was something off about that hair. It was too long, too...unkempt. Like something he had never seen on a man. And, the guy was a little too tall for his build. Almost like...

That's when Markus saw it. That man's feet were warped beyond recognition. It was as though he was wearing some sort of prosthetic animalistic paws. Worse was the one hand that Markus could see at the man's side. It was calloused, massive claws hanging as naturally as they would on an animal. If Markus didn't know any better, he'd swear the guy was changing, becoming more like a...

All of a sudden, a heavy sniffing sound entered his ears, as though the beast was scenting the air aggressively. Markus froze, not wanting to attach the man's attention. Yet, even from his viewpoint, he could see that the guy's nose was wrong, as though it was changing, growing larger. The guy really was shifting before his eyes!

Suddenly, the man turned, glaring at Markus with an intensity that made the man shudder. The man's face was warped with wiry hair and a nose like a dog's. But it was the eyes that sent a shiver of dread deep into Markus's soul. The eyes were golden, the pupils dilated and glaring at Markus with expectation. The beast wanted something. It wanted him.

Markus knew instinctively that he needed to bolt. Yet, he was frozen with fear, a primal urge to stay still lest the movement attracted the beast to notice him. He knew, deep down, that he was dead either way; even if he ran, he figured the animal-man could pin him down before he got two feet. Yet, didn't he have to try?

Even backing away slowly made the creature lurch forward, a hunger in his golden eyes that was unmistakable as death. Markus turned to run away, but was not fast enough as the beast-man leaped into the air and tackled him to the ground, grinning as it opened its mouth...

******

The sight of the man made Eli drool. He was handsome as hell, though Eli might have been biased in his boned-up state. His brown hair and blue eyes, slightly chubby build, and average height, was perfect for his needs. He wasn't sure if the other man shared the same proclivities, but in the moment, it didn't matter to the wolfish man!

The man stank of fear, wafting off him like waves that were a little off-putting. But, Eli was remiss to care about it at the moment. He knew that the man could be converted to his needs, willing or not.

Eli normally wouldn't be so aggressive with his lusts, especially with someone he had never met. But, his mind was already starting to alter to a more bestial state. He had needs and was steadily losing any morality in taking what he wanted. And what he needed was to be fucked by a handsome wolf-man like how he envisioned himself to soon be!

His strength was far too much for the prone man to handle. Eli took him in his paw-like hands, lifting him up and turning him around for inspection. Ignoring the fear and whimpering, Eli took a few careful sniffs, drinking in the pungent male stink. His cock leaked its fluids, dripping over the man's gym shorts as Eli held him close. The stench of the man was heavenly!

Eli was shifting all the while as he considered his quarry. The itching of hair growth was ever-present, though the changes and twinges of muscle growth superseded the sensations. His testicles were growing plump, filled with lupine seed as he sniffed the man in question, reaching out with a tongue that wasn't entirely human. Savoring the flavor of salt and sweat, Eli continued to lick, drinking in his would-be-mate. His balls were swollen, his cock leaking fluids like a fountain over his own groin. Eli was horny as hell and needed to fuck or be fucked!

A twitching at the base of his spine provided only a brief reprieve from the lust as he traced one clawed hand back, holding the human hostage with his other. It was as though his spine was extending, the bones of his coccyx starting to separate and fill with new muscle as it continued to stretch out of his sweaty back.

Yet, his mind was mostly focused on his quarry as he pulled the poor human close, sniffing at his chest and licking at the sweaty hairs there. His shifting sensibilities soon figured, however, that the man should have the same option to explore Eli's changing body as well. Pulling him in close, Eli stuck the man in his armpit, just as the hairs there started stretching into a more lupine configuration.

Holding him firm, Eli forced the poor man to drink deep of his BO, the thick soupy musk wafting off his sweaty, changing form. Eli kept him pressed there, forcing him to breathe in nothing but Eli's body. Eli could make out what he assumed were the mumbles of protest but didn't care. He was giving the man a gift, after all. And he would soon come to see that it was worth the current discomfort!

The sight of the man struggling while breathing in Eli's male musk was more erotic than anything Eli could have ever imagined. His still-human cock was rock hard at this point, leaking more and more of its fluids on the linoleum. Eli felt that he could cum from just a simple caress to his cock. But, he had something better in mind. He wanted to change this man, just as he was changing. Fucking, or being fucked, by another changing wolf-man was far more appealing than anything he had ever experienced before.

His altering morality felt nothing wrong with the notion of changing a man against his will. He figured the man would be in the same mental state as Eli once the process was initiated, anyway. It was a gift, after all, and one that should be given its proper reverence!

Eli wasn't sure exactly how to initiate the transformation, but the beast that was welling up in his mind seemed to, well enough. The old image of a wolf-man biting a human to change them sat at the forefront of his thoughts. He held no qualms about opening his mouth, lowering his sharper teeth on the other man's shoulders as he dug them in and tasted blood...

******

A scream escaped his lips as the beast-man bit into Markus's skin, the pain radiating through his entire body. It was a certainty that the monster was going to eat him. Yet, he couldn't even hear his own cry of terror, muffled as he was by the man's hairy pits.

As disgusted as he was to breathe in another man's armpit hair, being held here in the prison of male stink was far preferable to being eaten by the wolf-man. He didn't want to die, not like this! Yet, there was no denying the bite was just a prelude to the pain he would feel when the wolf's teeth would sink into his neck, finishing him off...

Yet, nothing happened. He was still there, though blood was trickling from the wound as the wolf backed his mouth away. Markus was released enough from the wolf-man's hairy pits to see that, while his lips were red with blood, the wolf was staring at him with more interest than hunger.

The beast lowered his face once more, and Markus closed his eyes in fear of what would befall him. Yet, an animalistic tongue just lapped the area, seemingly simply savoring the metallic taste as he licked the wound clean. The pain even dissipated somewhat as the bite seemed to almost heal itself, the sensation of bleeding gone as the wolf-man licked his lips.

Still, the likelihood of Markus being eaten was no less diminished by the beast's hesitancy. The werewolf had just gotten a taste of his blood. Through, from the size and insistence of his cock, it seemed equally likely that the beast wanted to fuck Markus than eat him. He had to do something before the beast decided between one or the other!

The sight of the beast's cock gave Markus an idea. It was disgusting, distasteful, and not something he would imagine himself doing, especially in this situation. Though he had taken his fair share of women in his time, never before had he taken a man. The notion should have been absolutely revolting in these circumstances. Besides, how would he even get an erection?

Yet, the more he pondered it, the more the idea seemed to settle well with his senses. It was as though the need to dominate and save himself was a powerful enough aphrodisiac to allow himself to get hard, his cock poking at the inside of his gym clothes. In fact, the ache was getting so insistent that his cock was starting to leak!

It was impossible that he could be horny. Impossible that this was the only way his mind contrived to overcome this situation and save his life. It was impossible for the pain from the bite, as well as any lasting evidence to denote its occurrence, had disappeared completely.

Yet, all was the case. Markus felt no hesitation as he removed his shorts and underwear, exposing his bobbing, uncut cock to the warm, stale air of the room. He didn't even need to stroke himself off to maintain what almost seemed like an animalistic need to fuck!

******

Even through the scents of musk and sweat prevailing the room, the odor of the other man's leaking prick lit up Eli's senses like a flashlight. The savory scent of arousal was almost all-consuming, making Eli's own cock burble precum from its eagerness.

Sensing the dominance in the soon-to-be shifting man, Eli let him go, inspecting him for a moment before reaching out with his tongue and slobbering over his lips. The motion made the man back up slightly, but he overall stood his ground as Eli did so. It was a sign of submission, of Eli's eagerness to be mated by the beast-man that was to become of this masculine specimen.

Though the man was free to run, he just stood there, stiff as his penis was erect. It was as if the man was unsure what to do. Eli felt a little annoyed; he had all but presented to the man, who clearly wanted to fuck! He would have to up his game!

Getting down on all fours, an easier task with his shifting anatomy, Eli raised his still-growing tail in invitation. His meaty pucker had shifted as well, along with plump testicles to sit just below his nearly grown, wagging appendage. It was red and flared like a flag, signaling Eli's need to be fucked and taken. No alpha could even hope to resist such a tempting offer!

Like in slow motion, he felt an eager cock tip teasing the rim of his pucker, running over it sensually. It filled Eli with a sense of excitement to be taken in such a way, to be used and bred and made into a packmate like his changed psyche was craving ever since the process began. Yet, the slow burn of a tease did not sit well with Eli's proclivities for long as he growled, signaling his eagerness. How dare he be kept waiting!

Yet, his insolence was about to be punished as the man suddenly pushed Eli with inhuman strength, knocking him over from the side. Eli soon found himself on his back, staring the man in the face as his seeking cock brushed against Eli's hole once more. Forcing his penis to struggle into Eli's ass, Eli's still-present human experience, in tandem with wolven instincts, allowed Eli to open up and take that glorious cock inside of him.

Though the size was a little small for the wolf Eli was becoming, he nonetheless felt stimulated to feel a taut member sliding in and out of his needy rectum. It filled him with a sense of desire, of purpose to be taken in bestial fashion. The man he was creating was exactly what Eli had been craving!

The tinglings of change seemed to center in Eli's penis, as though in response to the lust that Eli was now feeling. His cut cock, though fully erect, seemed to grow even larger from excitement as the skin of the head started to puff out. The outer layer had thickened enough that it was painlessly peeling from the flesh underneath. It quickly ran all the way down to the base, where it sat, bunched up from how erect his cock had become. Eli was regrowing his foreskin!

A prickling across its surface made Eli look down to notice that the skin was darkening. It was not the pale flesh that was changed, but rather, a smattering of black hairs was coating the surface. The newly-grown foreskin seemed to pull in his cock for a brief moment, straining to cover it to the tip as it melded into the flesh of his groin and even his belly. It was spreading upward and forcing his cock to aim closer towards his face. Not only was it a foreskin, but it was steadily becoming a wolven sheath!

Yet, no matter how massive his pelt-covered sheath was becoming, it had no chance of holding back the turgid girth within. Eli was more boned than at any point of his life, and his masturbatory efforts left him dangling too close to the edge to be caught off guard now. He was about to blow his load for his new mate with a few more simple thrusts. Almost there...

******

Markus had no idea what he was doing as he plunged his bone-hard cock into this wolf's rectum, finding his place and starting a steady fucking rhythm. He had never taken a man before and was surprised to find out how tight the hybrid being was. He should have been forced out several times over by now from the sheer force of it. But somehow, the changing man's anus seemed to hold Markus inside tightly, as though preparing to milk him for all the seed he was worth.

His mind was awash with a million thoughts as his body was compelled to fuck itself into dominance over the wolf-man. That's what the other creature was; there was no mistaking those shifting features for anything else. The idea had seemed so right at the time, and it certainly felt right now as he continued to fuck with the fervor of a desperate man. The lick to his lips was a sure sign the beast would submit to him, though how Markus knew that escaped him.

Why was he doing this? When had he ever thought to solve a supernatural threat by fucking it? Why hadn't crosses, holy water, or silver bullets not been his first instincts? Though he wouldn't find any of these at the gym, it was nonetheless everything the movies had taught him. Never in the cinemas or in pop culture did the victim get away by rutting his assailant into submission!

Markus's mind seemed covered with a layer of fog that confused and worried him slightly. Yet, it was not enough to keep him from fucking the wolf-man, shoving his cock in as far as it would go. The pleasure from the act was marvelous, better than anything he could imagine. No sex he'd experienced to date was so bestial in its intensity!

The more his balls slapped against the wolf's swelling orbs, the closer he got. Markus was compelled to do something, as insane as it was. He wanted to reach down, to bite the wolf's shoulder just as he had been bitten. It made perfect sense to his altered psyche that his rational mind couldn't will it away. He needed to claim this male as his own to properly assert his dominance. That would protect him from being eaten, right?

Reaching down towards the prone man's shoulder was troublesome, but somehow, Markus possessed the flexibility for it. He was able to bend down almost all the way, his human teeth drawing ever closer to his target. The wolf-man seemed to get the idea and started to rise towards him with inhuman flexibility. Almost there...

So focused on his goal, Markus barely had the wherewithal to feel the rectal muscles against his cock spasm uncontrolled as the wolf's cock bobbed up and down without being touched. He wasn't ready to be hit in the face by several rank blasts of cum as the wolf unloaded his testicles all over the poor man's chest and face!

Yet, despite the grotesque scent, Markus's focus was only on the pleasure in his own cock as the wolf's spasming ass clenching like a vice, making Markus's cock jerk along with it. There was little left of resistance as Markus felt his cock start to go into orgasm, being brought along for the ride. It felt amazing to have each inch of his balls milked by that eager wolf's inner walls, drained of all that human seed that remained. No human sex could even hold a candle to the pleasure that Markus felt in the moment. He nearly whited out!

******

Eli truly howled as his cock spasmed beyond his control, bringing him over the edge without ever actually touching himself. His thick spunk hit his alpha in the face, marking the soon-to-be wolf with his scent and the two of them as pack. It angered him slightly to know that his alpha was off-put by the gift of spunk. But, it was of little consequence with the changing man still in his rectum!

The aches and ripples of change started to run over his body faster than the wolf-man was prepared for. It seemed the increase in his heart rate accelerated the process. That, or he was simply eager to change knowing that the sex would simply be better the more that his shift sped up!

A crack resonated through the room as his chest started to barrel outward, the ribs expanding against the skin as his torso continued to stretch. It seemed as though such a transition should have carried with it intense pain. Yet, Eli was overall unbothered, the afterglow of such an amazing release preventing him from feeling any pain!

His chest continued to expand, making it easier to breathe as his internal organs swelled with it. The cracking of muscle and bone was music to his ears as he grew into the handsome beast he now desired to be. Little human thoughts remained to hold back his desires as Eli grew larger, his body expanding to almost impossible proportions before the rest of him could keep up!

An insistent itching played over his form as the previous lupine hairs were met with new ones that lanced out of the skin like dandelions. Now nearly obscuring the skin, Eli could tell that the hairs were lighter in coloration than the ones that had become of his human hair. It mattered little. Eli simply wished to be covered in the forest of fur that benefited an apex predator like himself!

Even as he continued to change, something in his psyche demanded immediate attention. Though the still-drying seed in his rectum played a note of peace for his mind, something was missing. Where was the canine knot? Why wasn't his alpha still deeply embedded into Eli's bowels? The still-human man was huffing several feet away, drying seed on a cock that was starting to subtly mutate. It was not the cock that Eli needed inside of him at this instant!

"GGrrr...RRRReeetttt RRRaacckkk...RRRR'm...GGGRRRRRRR!" He uttered his growls of protest, not caring that the human words were lost in a sea of lupine snarls. His message would get through. That, or the musky stench of cum in his rectum would draw his new mate back to give him a proper fucking!

******

A very confused and scared Markus stared at the sight of the shifting wolf as the process seemed to accelerate, as though the feral sex coaxed on the beast-man's transition. His body was covered in fur now, its changed dimensions all too reminiscent of an old horror movie. The man was well on his way to fully transform into a werewolf! One that could devour Markus whole, had Markus not taken his place at the top of the pack by fucking his beta into submission.

The abhorrent action, while pleasurable, should have left a stain on Markus's self-perception. He wasn't homophobic, but he simply wasn't into men, most certainly wolf-men! And the fear for his self-preservation should have completely diminished any chance of holding an erection in the next few weeks, let alone now, in the present!

Yet, it was harder and harder to invoke those primal feelings of fear. There was less and less reason to be afraid of the wolf that he had fucked into servitude, after all. The wolf-man didn't seem intent on killing him; he could have done so in an instant. The wolf seemed to want something else, the exact thing that Markus had somehow been prompted to give him!

To equal parts shock and delight, his erection had simply not subsided. It was harder than ever, in fact, more aroused than at any point Markus could recall in all of his life. It was getting more and more difficult to think with anything else than the pounding prick that ached for fucking. Not only had he evidently enjoyed the sensations but his body wanted more!

A growing part of his psyche, one that frightened him initially, seemed to want this, to fuck the man changing into a wolf before him. Markus couldn't fathom the intensity of the conflict invading his thoughts. Should he try to run away, to escape the stretching jaws that could rend him apart? Or should he give in to his instincts, and fuck the wolf into his proper place as Markus's beta? The contrasting thoughts were maddening!

Markus was distracted only by itching that was playing over his form, as though his currently modest hairs were lancing upward to meet some higher power. His decently scalped treasure trail started to thicken, the hairs prickling intensely as they grew to more than double their former length. The sensation was almost enough to give Markus pause, though the sight of the wolf's meaty, stained pucker drew most of his attention.

Lost in lust as he was, Markus was remiss for not noticing the aches in his fingernails as they started to stiffen. The cuticles darkened as the trimmed edges started to point and they thickened from the bed to push out around his fingertips. The sharpened edges soon turned deadly as his fingers cracked with change, growing thicker but still retaining a modicum of human flexibility.

Palms widening, Markus could feel the skin bunching up, thickened as though bubbling from a bruise of blisters. Yet there was no pain to accompany the sensation, only a pleasant tingling as the skin was soon obscured by thick padding that swelled over his palms and fingertips. The new flesh was black, removing any trace of the pink skin as the hairs of his hand prickled and began their own reconfiguration to lupine hairs.

The same thing was happening to his feet as his toenails began their journey into claws like those which adorned his hands. They dug into the floor, causing mild dents as his feet seized up from the changes. Heels started to painlessly stretch like play-dough, pulling the muscle and tendons and bones up towards his shrinking calves. Unlike his hands, which retained a mildly human shape, his feet were warping impossibly towards canine digits that matched the ones of his fuck toy. Thickened pads on what remained of his feet would likely keep him sturdy when he was to rise. Though, for now, he remained on the floor, on hands and knees that were still shifting.

The itching continued to play over his form as his modest treasure trail thickened up the center, prompting him to scratch with his massive claws. Toughened skin prevented major damage as his claws raked the irritated flesh, causing minor tears in the skin that were quickly healed over and buried under the coat that the changing man was steadily growing. Hair sprang up thickly between his pecs, covering his chest completely until only the nipples remained as more wolven fur popped up over the remaining skin. The cream-colored hair contrasted with his former human shade, though much more lovely as they continued to pepper his chest.

Yet, Markus remained largely unaware of this as he contemplated the throbbing meaty fuckhole before him. It was becoming a painfully difficult prospect to not breed the open invitation that was offered. It had saved his life once already, right? And it was going to do so again if the anger in the wolf-man's tone was any indication!

The insistent growls of the beast were enough to pull him forward, partly in fear and partly in response to the lust that was growing more insistent with each passing second. The wolf's intense gaze was hauntingly beautiful, eliciting a growl of excitement from Markus's lips. If he was in a mental space to think clearly, Markus might have worried why his own voice was starting to shift with a bestial need that almost mimicked the wolf on the floor before him. But at present, he found it almost impossible to care!

Markus's bone-hard cock had little trouble finding its target as the wolf's thick pucker stared at him in invitation. It felt amazing to fuck the wolf the first time, and now, having had a taste, it seemed as though Markus craved nothing else but more of the same. The wolf offered no resistance as Markus's prick entered to be sucked in by the wolf's eager rectal muscles.

Markus was elated to feel the clamp of the wolf's anus over his cock, a welcome intrusion as the wolf's hips started to milk his member. It was nearly overwhelming for the beast to take such total control, a power bottom if there ever was one!

Lost in the sensations over his cock, it was nearly an impossible task for Markus to focus on anything else as he allowed his dick to be taken. The sheer ecstasy of the act nearly made him pass out as the wolf-man took him impossibly deep. It was all he could do to regain enough focus to start to fuck the beast back. The wolf-man's ass seemed so hungry for cock!

As he fell into a proper rutting rhythm, Markus still remained ignorant of the changes that were covering his body. His pits itched fiercely, making him long for the wolf's touch to alleviate the irritation. The hairs continued to lengthen to match the ones that were peppering over the surface of his chest, racing to meet a thickening treasure trail as they continued their way over human skin. The irritation was almost maddening!

Of all the areas where fur was growing, only his groin felt comfortable as Markus started to rut into the wolf in a steady rhythm. The itching in his crotch could be alleviated easily by the way he rubbed it against the eager wolf's rear. Fur was growing faster there, a thick cream-colored coat that ran all the way over his plump testicles and even teased towards his tight pucker. It raced over his hips, which themselves were starting to swell with growth. Running down his legs, not even the backs of his feet were spared as lupine hair overtook his once-bare skin, reddish-brown down his legs.

A peculiar ache swelled from his spine, forcing one clawed hand off his lover before reaching back to try and alleviate it. A strange growth met his touch, as though something was being forced out of his backside and into the air. The bones seemed to stretch into it as it gained girth and muscle and started to twitch from the light touch of his nails. What the hell...?

The realization that he had obtained a new appendage hit him harder than all the other changes thus far. Markus was growing a tail, a bestial protrusion that no human possessed. It started wagging of its own accord, just like the one that adorned the other wolf's backside.

Memories attempted to claw at the fringes of his psyche, of werewolves, of being bitten under the full moon, of transformation. The realization that he'd been inflicted with a bite came to the forefront of his thoughts just then. He was changing, becoming more like the wolf that this other man was becoming. And with the sensations of pounding the other werewolf's ass, he was loving it!

The realization did little to prompt him to pull him out of the other wolf. His mind was starting to alter, thoughts aligning with the proclivities of his body. No matter how much his mind tried to rationalize that he shouldn't want this, it was impossible to deny that his body did. He needed to fuck this wolf-man, to assert his dominance over him and make the wolf his. He was the alpha, after all. And it was the other wolf's job to take his cock as many times as Markus demanded!

Markus started to fuck with purpose, the realization of what he was and what he needed to do sitting well with the changes in his mentality. Even further changes to his being did little to deter him from his conquest. His chest was starting to barrel, ribs pushing at the edges of his skin and threatening to tear through at any moment. Yet, his new skin and muscle were more than up to the task of supporting him as his body struggled to grow to keep up with the swelling of his innards. His heart, his lungs, his stomach, all of his organs were shifting towards that of an obligate carnivore. One that needed meat, Markus's new mentality having no issue taking it however the hunt went. Itching swelled over his entire frame as every inch of skin was soon overtaken by the coarse, reddish hairs that made up his wolven visage.

The continued changes to his upper body should have hurt, and, frankly, they did. The tearing of muscles and popping tendons before they could reform into a new shape was powerfully painful. It nearly made Markus cry out in a rage as his body continued to mutate into a wolf-man form that matched the wolf whose rectum was clamped so tightly against his penis.

But, distracted as he was by the rut, the aches and pains of transformation did little to affect his pace. His balls were slapping against the other wolf's insistently now, the slick sucking of their rut audible in the air as Markus's ears started to stretch to match the wolven extremities possessed by his lupine lover. His penis pumped in and out effortlessly, no chance of being expelled from the tight grip that the wolf had on it. Markus wasn't getting away until he unloaded his burden and the other wolf unleashed his own in turn!

Yet, something was off. It seemed as though the other wolf should have achieved orgasm by now, and taken Markus along for the ride. It wasn't enough to be explained away by the fact he had cum not ten minutes prior. It was as though whatever force was changing them was determined to keep them in the pleasures of the rut until the process was complete.

As he fucked faster and faster, desperate for the release being denied him, Markus could feel his dick slowly starting to swell, as though attempting to fill every inch of the beta wolf's insides. It was lengthening as well, pressing tightly against the wolf-man's rectum as it pushed closer and closer towards his eager prostate. Its normal 4 inches were stretching to reach seven, then beyond as its shape started to warp. It must have been ten inches by now, its girth matched only by the wolf underneath them!

The sensation brought Markus's attention to his shaft as it came in and out of the tight, thick pucker he fucked with such enthusiasm. It was fascinating to watch his prick darken to red, the tingling of change indicating that the entirety of his penis was altering similarly. With the level of sensitivity that he now possessed, it was even possible to feel the tip tingling, growing pointed and inching ever further into the werewolf's bowels.

Something sensitive from his formerly cut cock tip started pulling back as the skin above the base darkened and sprouted hair before his eyes. It was as though an outer layer was sloughing off, spreading down towards his groin and pooling at the base, though his arousal was far too great to be contained by it. It was bizarre to feel what had to be a sheath pull from his fuck-toy's groin, spreading from the base and even tugging towards his belly as his lupine maleness took form.

It was preceded by the sensation of swelling skin, forming a bulb that threatened to pop out as it swelled beyond twice the girth of his mammoth penis. Markus could feel it slapping at his lover's rump, more insistent with each twinge of growth. Though his member was far more sensitive than anything he had yet experienced, this new development surpassed all expectations as it prepared to force itself into the other wolf's rectal cavity at any moment. Just a few more thrusts...he was almost there...

******

Eli's changes were at a standstill as he watched the soon-to-be wolf man's form blossom before him. It was as though the hormones in his body were responding directly to his mental wishes. He wanted to change his new alpha alongside him, to birth himself into the world at the same time that the sexy hunk of a wolf-man knotted him properly. Nothing else mattered!

Though the mating had allowed him a momentary reprieve from his own transformation, the feeling of a lupine knot at his backdoor could not be ignored. It was time to let himself go, to become the wolf he was meant to be. The aches and twinges in his body had begun to die down as he took his proper shape. But his head still needed attention, to properly show off his lupine glory!

Though his nose had already widened to better take in the musky male stench perforating the room, it still needed to develop as the space between his lips and nostrils was pulled inward. His nostrils were expanding with the contours of his face, a prelude to the development of the wolven snout he would wear the rest of the evening. Not thinking the male stink could get any better, Eli was shocked at the plethora of odors that assaulted him all at once. The level of knowledge his nose granted him was almost maddening!

Gums started to bleed as shearing fangs tore from them, curving into deadly crescents that filled his stretching jaw. They would feed the other hunger that was slowly creeping into his belly as his fuck reached its inevitable conclusion. He would need them to hunt his prey in the outside world, once the ache in his loins had been fully satisfied!

A series of wet cracks resonated through his skull as its shape started to alter, compressing his brain and making it hard to think about anything other than primal needs. With it, his ears were forced towards the top of his head, itching as they were soon adorned with the same wolven hairs that comprised his growing beard. Curling this way and that, the new muscles that allowed them movement soon focused on the sounds of rutting from the beast underneath him.

Eli was getting so close to cumming now. He was not deterred by the cracks in his skull or the insistent itching of fur covering his face from his thickening beard and encroaching up from his neck. The pressure in his loins made it nearly impossible to hold back. Only the greatest amount of willpower prevented him from stroking off with his paw-hand, eager to let himself simply go as his lover willed his cock deeper and deeper.

An expression of pure joy crossed his features even as his jaw started to crack forward into a muzzle that forced its way from any fading human features. Eli was losing himself to the beast and he reveled in it. It was more powerfully arousing to allow his mind to fall into the limited instincts of the animal he was becoming. Wolves did need to think in human terms. They lived for the moment, to hunt, to fuck...

Little of the human could fit in his shrinking mind as Eli's final form took shape. His last human thoughts were of sheer acceptance. He welcomed the wolf, allowing himself to fade and the lust in his loins to overtake him at any moment...

******

The expression of joy was clearly evident to Markus, even when plastered on a face that was more wolf than man. Whoever this man was, he seemed to relish in the change and what it did to both body and mind. Markus was starting to understand why; no sex he could have hoped to have could match the sheer lust of the beast that he was becoming. He had no idea werewolves even existed, let alone were sexual to this degree. But, wrapped up in lust as he was, it was impossible to deny how much worth the loss to his humanity was for these moments of pleasure!

His own facial features were starting to warp now as more and more of the wolf took hold of his mind. Ears grew pointed, tufts of hairs spreading down until they were given a coat inside and out. They were forced up above his hair as his visage started to warp, changing into something resembling the beast that was beneath him. Markus could feel them twitching of their own volition, though the only thing to attract their attention was the steady huffing of the wolf on his penis and the slick slapping of his cock inside the wolf's rectum.

His nose started to moisten, slits forming from the sides as he breathed in their combined musk. The stench was heavenly, making him leak even more into his lover's backside. It was amazing how many smells were present in the room, how well he could scent molecules from men that were here days before. He could even scent their health and sexual virility! It would have been fascinating had not he been so engrossed in the odors of the wolf he was ass deep into!

All the while, the sensations of his knot slapping against his lover became more and more all-encompassing. Each touch to that warm, furry flesh drew him closer and closer to the release that he so desperately craved. It was as though all the areas of sensation were redirected to that knot, threatening to send his prostate into orgasm at a moment's notice. Each slap seemed to encourage more of his knot to press inwards, threatening to take the other man at any moment. It was nearly maddening to be this close to the edge of orgasm!

The more he rutted, the more the instincts flooded his psyche. The feeling that this was right was almost impossible to ignore. He was the alpha, he was the dominant one, the one in charge. It was his right and privilege to take this male as many times as Markus saw fit. His to rut in and fuck until the ache in his loins was satisfied. This other wolf was pack. This other wolf was mate.

With a final few thrusts, the other male's traitorous anus finally gave up and Markus's knot forced its way in with a wet pop. The moment it did was the moment any waning doubt, any trepidation, or even a semblance of human ability to form cohort thoughts was gone. In its place was the wolf, a beast of simpler desires. It would take what it wanted, what it needed, without care or worry of human concerns.

And right now, what it wanted, what it needed more than anything else its shrinking mind could conceive of, was to fuck.

******

Nothing human remained in the two wolves as they rutted and fucked to alleviate their lust. The heady stench of their sweat and musk hung in the air, though their lupine bodies could no longer perspire. Yet, it was extravagant to their senses as they continued their fuck, feeling their ends near as the changes sped to conclusion.

The only sounds were the heavy pants, growls, and slick slaps of sweaty, fluid-covered cocks, spurred on by the cracks of muzzles to proper lengths. Jaws snapped as the beasts snarled, running tongues over blackened lips as they experimented with the power they now possessed. There was a hunger that could not be ignored, a lust for life and all its primal pleasures. It was those pleasures that the wolves would indulge in for the rest of the night of transformation!

Yet, any other urges were a distant second to the lust in their loins. The ecstasy they were feeling was about to explode at any moment as both grew closer to their eventual goals. Any stray human thoughts were eliminated at this point, churning into the seed that would mark their baptism in lupine form. Nothing else mattered but the all-consuming desire that had enveloped their minds, their braincases contracted to remove human rationality and reason as they rutted like the beasts they were.

There was no holding back any longer as their muzzles cracked out to their final configurations, whiskers popping out beside flared nostrils as fur covered them to the nose. The aches in their loins came to their natural conclusion, now that the changes were coming to a close. Now that both had lost their minds, and had completed the change, there was no holding back the cum in the alpha wolf's balls as his beta prepared to cum and clench every ounce of seed from his alpha's testicles...

"ARRRROOOOWWWWW!"

"AAARRRROOOOWWWWW!"

The taller, russet wolf howled his reverence as the beta blew his burden all over their chests and groins, splattering cum like a fountain from the sheer force of arousal. With the pressure of his beta's rectal clamps on his knot, there was no chance of the russet wolf resisting as he blew his own load of rank ejaculate into his beta, forever marking the other wolf as his own. So much seed was released that the backwash soon covered the alpha's penis, threatening to leak out should the knot inside them give even an inch!

The changes were done at this juncture. Both wolves were over 6'4, their former sizes amplified from their digitigrade stance. They were massively muscled, with powerful arms to swipe their massive claws. Their muzzles were mostly lupine, though golden eyes held flecks of intelligence. They were far different than that of a human, however. They spoke of a predator who knew how to take what it needed.

It took some time for the alpha's knot to retract, aroused as he was by the prospect of remaining inside of his beta. They rutted a few more times, the alpha having ample cum in his balls to fill even the beta's intestines and leaving his belly bloated somewhat. The beta, too, blew his burden many times until the stench of sweat and humanity was completely overridden with male, lupine virility.

Eventually, the alpha's knot did subside enough that it was allowed to slide from his lover's abused hole, and with it, a rush of semen. The sickly sweet scent filled the locker room, marking this place as the baptism of their new forms.

Yet, this was not where they were to stay, needing more than simply sex to sate their appetites. The hunger of the wolf soon assaulted their bellies, and with it, the desire to rush out into the night to find appropriate prey. Though the scents of potential meals pervaded this space all around, all of them were old, unable to provide a trail to sustenance. Therefore, the two of them would have to run into the night to find what it was they sought.

That suited both wolves just fine. They dashed into the night, howls of triumph escaping their lips as they raced towards their evening activities. The world of darkness was theirs to do with as they would, and no being or force was potent enough to deny their primal desires!

"AAARRRRRRROOOOWWWWW!"

******

Morning light roused Markus from slumber, making him aware of the comfortable warmth that had enveloped his belly. Something tight was around his cock, making it feel as though he'd just had a wet dream. Part of him wondered if he'd simply been masturbating in his sleep and had gotten close. Judging from the pressure on his cock, he needed to get off soon!

Confused, rather than afraid, Markus opened his eyes to the shock of the realization that he was in the woods, body covered with dirt and detritus. His entire body ached, though it was likely the position he was in causing it. The cold morning air should have bothered him, though it felt like a warm blanket was draped across his front. What the hell had happened?

Memories from the night before were foggy at best, and Markus blinked his eyes a few times, trying to cut through it. More than once he felt a pang of headache when certain flashes of...something rushed through his thoughts. He recalled that he was at the gym, had done his workouts, and then...what? Had he gotten lost on the way home and ended up naked in the woods? Surely, there were a few steps missing in his evening that led him to this scenario!

It was then that Markus realized that he wasn't alone. At the same time, he quickly concluded that it wasn't his hands that were covering his cock. Suddenly aware of a rank, musky stench in the cool air of the morning, Markus opened his eyes fully to the sight of a man sleeping with his back to Markus's belly. The man was as naked as he was. And judging by the position of the man's ass in relation to his own groin...oh, no. That couldn't be possible. But it was.

There was no way he was fucking a dude. No way his cock was inside another sleeping man, as though he'd tried to fuck his backside while they rested. Markus had never been with a man before, and never even considered doing it! Yet, it was undeniable with the position he was in currently that his former proclivities had been thrown out the window.

Perhaps worst of all, it was undeniable that he liked it! Markus was clearly turned on by the actions that his body was undertaking. It felt so tight, so right to be taking this man forcibly. The guy, who was just stirring now and starting to counter thrust against Markus's hips, seemed to have no complaints. When in Rome, right? Markus started rocking his hips, hoping that the other man would wake just in time to cum and clench on his cock even harder...

******

Eli was already awake at this point, though was much more satisfied with the position that he was in. The idea of waking up with a man's cock in his ass was never a bad thing, after all!

He'd never been so promiscuous before in his life. But every fiber of his being told him it would be OK. The man currently fucking him was alright. He wasn't sure if it was a scent in the breeze or a feeling of touch as the other man started to thrust with purpose. Whatever the case, it sat well with every fiber of his being that this other man was safe, was gentle, and meant to be the man inside him right now, whoever he was!

Eli recalled nothing of the night before or the events that led to their morning meeting. Upon further reflection, Eli did think it possible that he might have met this magnificent man in his nightly journeys. One night a month, he seemed to lose his recollections, after all. It had become part of his routine. And he didn't mind whatever he was up to, trusting his proclivities not to get him into too much trouble.

"Hey, handsome," Eli said, not caring who this man was. He smelled of family, of a connection that surpassed rational thought. Eli wasn't sure where the word was coming from, but the one thing that his mind told him over and over was that this man was mate.

"Hey, yourself, stud," the other man answered, grinning at him lewdly before reaching for a kiss. The taste was remarkable, forcing Markus to thrust faster, bringing them to the end of their morning fun as they fucked to conclusion without a care in the world!