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Leopard's Rosettes

By MisstressChange

*Ding ding!* rang the bell above the curtain-covered door as Matt pushed it open. He shuffled into the strange, musty, dusty shop with a skeptical look. The coffee place he always visited, always visited, every day for the past six years, had suddenly vanished only to be replaced by some...antique store? And in less than a day? He needed to get to the bottom of it. How could his daily ritual have been so disturbed with zero warning?

The young man's head swiveled back and forth as he took in the mountains of dust-covered trinkets filling the room. Already there was so much that didn't add up here. The sudden appearance of the shop. The film of dust in such a short time. He was beginning to think he might have hallucinated the Cup-O-Coff being here at all.

Matthew stepped up to the counter and rang the service bell. He let the single ring hang in the air like so many motes of dust. He expected the owner to appear from a backroom, but there was no sign of movement nor a sound to be heard. He impatiently tapped the antique bell's little button a few more times, then waited again. Still, no one revealed themselves.

Frantically now, and a little frustrated, Matt struck the bell repeatedly. A sharp and frankly annoying volley of *dingdingding*s pierced the still, musty air of the room. Matt thought he might have disrupted some more of the dust with how noisy he was. Eventually, he let the bell be still, the resonations bleeding off until there was silence once again.

"Helllooooooo!" he called. There was no reply. Not even a rustle from the back. He gave a confused and irritated grunt and turned so he could lean his lower back against the desk, propping his elbows on top of the counter for support.

He figured the shopkeeper or shopkeepers had left for lunch and forgot to lock the door. They hadn't even left a 'be back soon' sign in the front window that most small businesses had around town.

He stared forward blankly, lost in thought. He could probably take whatever he wanted from the shop. No one was there to stop him. Stealing wasn't in his nature, though, especially from such a place as this. The owners looked like they needed all the money they could get.

He snapped back to the present when he realized what he had been subconsciously staring at. Only two meters away, between two load-bearing beams, was a table holding up what looked like a wooden display covered in tarot-style decorative scenes, which looked painted on.

The display had multiple descending rows propping up various envelopes, all far taller than they were wide and of all different colors. The vibrant display was the only thing in the shop that really stood out other than the front desk. Like he was meant to be drawn to it.

Intrigued, Matt stood upright and stepped up to it, looking over its contents. Each envelope had cursive writing inscribed near the top in gold ink, each describing the part of a different animal. The envelope color corresponded with the color of the animal named.

An orange one had the words Fox's Tail. A brown one, Deer's Antlers. A chestnut-colored one said, Horse's Hooves. Matt cocked an eyebrow, picked up the 'Horse's Hooves' one, and pinched the top of the package to lift the folded flap. He peered inside, seeing a small bundle of rough, dark brown sticks. He brought the envelope to his nose and took a sniff.

The smell of roasted, salted nuts filled his nose. He took another whiff. The warm aroma filled his nostrils and put him strangely at ease. He gave a pleased sniff and put the envelope back. "Incense, eh? Haven't used anything like this in a while." He reminisced of days almost a decade ago when his closest friends shared a place. They regularly lit incense to cover the smell of marijuana and left out food between the rare days they would clean and smoke outside.

He picked up an envelope titled Leopard's Rosettes. The package was a rusty brown color with smudged and faded rings of black ink, supposedly designed to look like the famous markings of a leopard. He opened the flap and took a sample sniff.

It smelled of a variety of spices. Like he was wandering through a bazaar in the middle east or south-eastern Asia. It brought back fond memories of his time renting with his friends, smelling somewhat similar to one of his favorite scents back in the day, only better.

Matt looked up, wishing someone was here so he could pay them for their wares. His wishes were shortly granted in the form of a raspy voice from behind.

"Have you found something you would like to purchase, deary?" Matt nearly jumped out of his skin at the voice. Until then, he figured the place was as deserted as it looked. Once his adrenaline slowed, he was struck with embarrassment at his previous behavior with the service bell. He slowly turned his head to see who was speaking to him, then his body.

It was a figure, cloaked and hooded. It stood behind the counter with its hands resting on the edge. Not much showed of this mysterious shopkeeper, most of it was shrouded by cloth robes that looked as old as anything else around the place, and the light behind the counter eerily seemed to be darker than the rest of the store, which was already as dim as could be.

"Uh, yes. I did." He looked down at the envelope in his hands, then back up to the figure. "This. This packet of incense." He added nervously.

"I see." She replied. It was evident to him now that it was indeed a 'she' he was talking to. "Well, that, my dear, is free of charge." The sound of her voice made Matt want to clear his throat. "First one is always free."

Matt gave her a confused look. "Free? A-are you sure?"

"Yes, deary. Very much so." A black cat hopped up on the counter and meowed. The woman reached a hand over to pet it, and it nuzzled her hand in gratitude.

"Okay, I mean, I can pay if you want." Matt held the package out to her insistently so.

"No, no...I know you will be back for more later. You can pay me then." Matt was taken aback by her generosity. He nearly forgot why he came into the shop in the first place.

"What happened to the Cup-O-Coff?" He asked. "It was here just yesterday, I swear."

"Oh, it is still here, just different...changed, you could say." She spoke as if telling a joke. The punchline never came for Matt.

"Changed? I don't understand. How does a coffee shop become such an...old looking shop like this overnight?" The woman chuckled a phlegmy chuckle.

"Oh, I'm sure you'll find out soon enough, my dear." She paused to look up into Matt's eyes. Matt could see her amber eyes beneath her hood. They were so striking that he thought they might be glowing. However, he could pick out something much stranger beneath that hood. Her face looked...cat-like. But he couldn't be entirely sure, as she turned her face down again.

"I see...something in you, deep inside," She started to say. "You keep it well hidden for others. You think it a flaw, but I know it is a strength that will prove you to be something special indeed." Matt just stood there gaping. The look on his face showed confusion, but, in his mind, he had an anxious notion that she knew the one thing he had kept hidden deep down inside.

"Is that so?" was all he could say. He was getting chills now, and his desire to leave was growing.

"Yes, deary." As if sensing his discomfort, she dismissed the shaggy-haired man. "Run along now. See me again if.... when you'd like any more."

"Ok, thank you." He said before turning to leave. He suddenly stopped halfway to the door. "Oh...and...sorry for ringing the bell so much. I was impatient earlier. I didn't mean to be a nuisance.

"Oh, that's quite all right. I'm afraid my hearing isn't as good as it used to be." She paused before adding, "You have a nice day now!" Her raspy voice went as high as Matt figured it could go.

"You too!" he replied, continuing on his way. His hand went for the door and swung it open, striking the bell and sending a *ding ding* throughout the shop. The shopkeeper watched him disappear into the street outside. As the door slammed shut, a second, orange cat leaped onto her shoulders, and she went to pet it with her free hand.

"You, my girl," she began, speaking of the man who had just left her store. "Are my most important customer yet." A maniacal laugh sprung from her throat, devoid of phlegm or rasp. It echoed around the dusty shop, just enough for Matt to indistinctly make it out from down the street.

Matt returned home in a sour mood. His depression had kicked in again while on his way home, brought on by feelings he had been dealing with for a while now, a long time. The sight of multiple women walking about in their sundresses or crop tops and pants, skirts and tank tops, flared up feelings of jealousy and doubt in the process he had begun weeks ago, doubt in himself, or herself, as he'd prefer to be addressed as.

The struggle with dysphoria had plagued Matt even before puberty. It was only at the age of twenty-seven that had was able to self-reflect and come to terms with what ailed him. Last month he had been to an endocrinologist and a psychologist the month before that. And that was only after he had worked up the courage to come out to his doctor about his 'situation'.

He still went by 'he' and 'him' and 'Matthew,' of course. Going around and telling people you went by 'she' and 'her' and that your name was 'Jennifer' when you looked nothing of the sort was beyond embarrassing. He just wished he could be herself, and as he downed the daily starter dose of estradiol and spironolactone prescribed to him. He wondered if he would ever be able to be...herself.

He swallowed the pills and pushed such thoughts to the back of his mind. Wait and see. That was his motto. Although, the waiting was torture.

He heated up some leftovers and ate, then grabbed a beer from the fridge before sitting down at his computer desk to game his Friday night away. This was standard routine, and did a fine job of keeping his mind at ease another night.

As the afternoon turned to evening, day into night, Matt figured he'd try one of the incense sticks he took off the strange lady at the antique shop. A warm aroma in his small apartment might brighten things up a little more for him. He searched around his room, looking for whichever drawer or cupboard hid the old incense holder.

A pleased grunt shortly rumbled in his throat when he discovered it under some old game cases from years ago, games he and his friends used to play co-op together. He smiled at the fond memories and nabbed what he came to get, closing the drawer.

Back out in the den, he found a nice clear spot on top of his dinner table for it, so he put it down, pulled the spice-scented stick from the envelope, and lit it with a spare lighter he kept around for when he'd go outside to smoke. The lighter rattled on the table as he casually dropped it from his hand and bent over to place the incense in the wooden holder.

Matt wafted the smoke toward him, taking his first real sample of the aroma, now brought to life through the spirit of fire. It tickled his nose, the spicy motes prodding at his sinuses. He hummed in satisfaction. "Very good." He commented, brushing his hands together. He turned and returned to his game.

An hour or so passed by. His shooter game had too enthralled Matt to notice how thick and how billowing the stream of smoke had become. What he had noticed, however, was how damn horny he was getting. He was moments away from peeling down the pajama pants he wore and going to town on himself, but a tickle in the back of his throat disrupted his thinking.

He coughed a little, then frowned as a haze moved around in the light of his computer screen. His head turned, then his eyes went wide at the obscenely large column of smoke flowing from the end of the incense stick like a river's rapids. Immediately he got up from his seat and rushed to the thing. He was amazed that the smoke alarm hadn't gone off yet, though, considering the lousy state of the building, he wasn't too surprised.

He grabbed the stick from its place, couching as its smoke entered his lungs. Running to the kitchen, he threw on the tap and doused it under the stream of running water.

He watched it, a puzzled and anxious look spreading across his face as the ember at the end of the stick...continued to glow, refusing to go out. He pulled it from the water, bringing it up to his face. The water near the end evaporated, and the billowing plume began once again, rising into Matt's face.

Matt couched, choking this time. He dropped the incense in the sink and brought his hands to his mouth and chest, doubling over. His right hand clutched his chest, and he felt something that hadn't been there before: budding round growths, one on each pectoral, like breasts. Staggering, Matt ran for the bathroom, quickly opening the door, then shutting it behind him to prevent the smoke from getting in.

He flicked on the lights and looked himself over in the mirror. Two small lumps barely tented his t-shirt. They were not unwelcomed, but they surprised him nonetheless. "I'm not supposed to start getting these until months from now." His hands came up to his chest, and he groped the new growths over his shirt. "This is nuts."

He let out a dry cough. The smoke from the kitchen had made its way under the door. With each cough, each breath, Matt felt his arousal returning from earlier. He staggered backward, falling over into his bathtub.

His hands flailed about and luckily caught him before he could hit his head on the tiled wall behind him. His nails scraped over the tub's smooth surface. They felt strange, digging into the smooth fiberglass too easily, too finely. As he sat in the tub, legs hanging out over the side, he looked over his hands, eyes wide at what he discovered.

His fingernails were longer, slimmer. In fact, they were no longer fingernails at all. Sharp claws extended from his fingertips, protruding like tiny scythes. Matt frowned and pursed his lips.

"Uuuuhhhh. This is definitely not supposed to happen." He remarked. His eyes floated down to his budding breasts, already an A-cup. Two small wet spots dotted his shirt where he appeared to be lactating. "What the fuuuuuck" He breathed

He moaned as his fingers gripped the new supple flesh through his t-shirt. The sharp, pointed tips of his claws penetrated through the cotton fabric, pricking his sensitive skin, lighting up parts of his brain he'd never thought possible.

His mind was beginning to run on autopilot, clouded by the smoky fog seeping into the room and driven by the novel sensations electrifying his skin.

His right hand journeyed down to the stiff member tenting his PJs. It pulled at the knot of his drawstring, undoing it, leaving his pants uncinched, then slipped beneath his waistband, pulling his cock through the front hole of his boxer briefs and gripping it so firm he could feel his pulse between his fingers.

As he stroked himself, his other hand sneaked under his t-shirt, seeking out more of the new delicate flesh blossoming on his chest. His claws gently raked over his breasts, and his palm encompassed his widening nipple. A rough, almost leather texture met his nipple. He felt it around his cock as well, and it felt divine.

Matt let out a moan, surprised to hear the pitch of his voice had naturally risen. He sounded a lot more feminine, not that he minded; it definitely saved him the trouble of voice training. He liked his new voice, and as he played with himself, legs dangling over the side of his tub, he found himself giggling.

With each gentle, swaying, back-and-forth kick of his lower legs against the side of the tub, they shifted into a more feline form. They popped and snapped as bone lengthened, shortened, and widened. Matt couldn't see what was happening to his feet, but he could feel it. He felt the straining of his socks around his toes just before his new claws tore straight through them. He flexed his feet and wiggled his toes, now free of their cotton prisons.

"This is...fuckin' amazing!" He exclaimed after taking a deep breath of the spicy scented air. These bodily changes...were exhilarating for him. He needed to get somewhere more comfortable. If he was to transform into something...something beyond human...he wanted to enjoy it somewhere he could spread out.

With renewed strength, Matt pushed himself out of the tub. It was easier than he thought it would be. His muscles were wound much tighter than before, giving him vigor he'd have to spend months lifting weights to acquire.

He took a second before opening the door to look at himself in the mirror. A smile of wonderment spread across his face. Even through the haze of smoke, Matt could make out the faded rosette patterns adorning his skin. "Leopard's rosettes." He said to himself. "Like the incense...."

As absurd as it all was, things were starting to make sense to Matt, and the more they made sense, the more he embraced what was happening. "I knew there was something off with that store." He said, looking over the rosettes and spots darkening on his skin. His hips creaked as they began to widen. Matt noticed them spreading wider and wider. He was glad he'd undid his drawstring earlier, as his pants were getting rather tight around the waistband.

"So, I'm breathing in the smoke from some kind of magic incense that never seems to go out and changes people into...sexy beast people?" He felt the widening curves of his body, biting his lower lip as he did, unable to contain his abrupt excitement. "This is awesome! I wonder if I'll grow fur too. And a tail." His hands rose to his breasts, feeling the mounds that had since grown to B-cups. He thought about his widening hips, his burgeoning breasts...and his voice...so feminine.

"Wait. If I'm getting all this...I wonder..." He gazed down at the tent in his pants, lightbulbs flicking on in his lust-addled mind. His eyes widened. He knew what he had to do.

Without hesitation, Matt reached for the door handle and pulled it wide open. He stood with his arms stretched down to his sides as the wall of spicy scented smoke came crashing down on him.

The smoke enveloped the room in seconds. Matt took as many deep breaths of the stuff as he could, walking out into the kitchen. He could barely make out the furniture in front of him, so he pawed at his surroundings, feeling his way to the bedroom.

It didn't take long. Matt's apartment wasn't big by any means, and with the years he'd spent there, he knew the place like the back of his hand. Although, with the way his hands had been changing, that might not be true much longer.

His clawed hand met the latch for the bedroom door, and he threw it open with enthusiastic energy, nearly ripping it off its hinges with his new muscles. He strode into the room; his hands splayed open to his sides like a warlock commanding the tide of smoke into the room. The dense fog flooded in around his waist and legs, swiftly hazing the air.

Matt immediately went for the lower hem of his shirt, gripping it with his new claws. Crossing his arms, he pulled the shirt up and over his head, feeling his new titties bob as they caught on the tightened fabric.

The shirt was thrown to the floor in a whip-like fashion. Matt's over-enthusiasm was becoming outwardly apparent, aggressive even. With a skip and a hop, he tossed himself into his bed, bouncing before he settled on his back.

The transforming half-leopard rocked backward so his hips could rise off the sheets. Meanwhile, his clawed thumbs hooked into the waistband of his PJs. He struggled to get them over his still-widening hips, so he opted to tear them off instead, finally getting to use those dangerous claws he had been so graciously gifted.

The momentary tearing of cloth stabbed at the thickening air. Then, Matt let his naked legs fall, resting them on the bed. He tossed the ribbons of fabric over the side of his bed and looked over the rosette patterns on his legs, marveling at how large the ones on his hips and thighs were and how they descended in size as they descended his legs. Eyeing the rock-hard bulge in his strained undies, he yanked his member free and resumed what he had started in the bathroom.

The leather pads of his paws massaged the skin of his shaft, while the pads of his fingers added such intricate sensations as they moved across his foreskin. He had never felt anything like this before, not from his own hands nor the hands of his ex-girlfriend. It was incredible.

"Fuck yes." He breathed out, voice rising another pitch. His other hand landed on his left breast, now nearly a C-cup. His leathery padded fingers made exquisite dances across his nipple, pinching the hard nub in the center, running circles around the border of his areola. He moaned a womanly moan, breathing in the spicy scented smoke as it thickened the air around him.

This was where Matt would finally be granted the one thing he yearned for most of all, what he hoped these magical changes would bestow on him. As his paw-like hand stroked away at his prick, the area allotted for his fingers and palm suddenly shrank in size. His cock was shrinking, and his heart fluttered as it beat excitedly in his chest.

"Yes! YES! Please! Give me this! I want this so bad!" He cried out. His fingers stroked away faster and faster, having less to work with by the second. His cock lost an inch, going from six to five to four. Matt's room came alive with the maniacal cackle of a soon-to-be leopard lady, overcome with joy bordering euphoria that would make a lesser being go insane.

"Fucking take every inch of it!" She growled as a new set of sharp, carnivorous teeth filled her mouth. "I want to be the most beautiful beast woman in all the land!" She lifted her breast to her mouth, craning her head so she could suck her own teat. It all became too much, too fast.

A muffled moan reverberated through her tit as she came. Her three-inch cock squirted out the last male orgasm she might ever have. Thin ropes landed on her belly and stained her undies. Her nostrils sucked in breath after breath of smoky air through a changing nose.

Her face cracked as it suddenly pushed forward an inch, like a fault line giving way to building pressure. It gradually continued outward, a centimeter at a time. She ran her rough feline tongue over the forming jowls of her growing muzzle, abandoning her tits.

Her attention pulled to her shrinking genitals, now only two inches long with shriveled grapes for balls. She felt those balls recede into her body, leaving her sack empty. Both hands were between her legs, feeling the last of her manhood disappear. She wanted to feel her lady parts as they formed. She wanted to be there in the moment she would become what she truly was inside.

The last inch of her cock slipped free of her fingers. Her empty sack divided vertically into two parts and tightened, the center opening to a glistening, pink flower, forming her inner and outer labia. They were so sensitive. Matt mewled, and her body shuddered just from the touch.

"Holy fuck," She whimpered. "This is really happening...." She gasped as her fingertips brushed over what was left of her cock, now a sensitive little bean, nestling into the upper folds of her vulva. Her hands explored her new parts, one running through her lips and the other attempting to tease her clitoris.

Attempting was the right word for it, for every time she tried to swipe a padded finger over it, it would result in her bucking her hips and crying out in shuddering squeals. She figured she'd try again later, her hand going for her breasts instead, which weighed down her chest with the mass of a hefty D-cup.

Her other hand began probing her new hole, starting with one finger, then two as she loosened enough. Moans flowed from her gaping maw like a sensual lullaby. Her digits dipped in and out of her. Her back arched, body surging with an electric sensation.

The thumb of her other hand stretched up to make another attempt at her clit. She forced it down on the tiny nub. This time, she refused to back away. Her body jolted, energy suddenly building up within her being, quickly boiling over and culminating in an orgasm that burst like a faulty power transformer. Her whole world went white as she came for the first time as a lady.

"Oh ffffffuuuugghhhhkkkkk." She cried out, mind reeling. Her body convulsed and her back arched enough to form a space between her round ass and her narrow shoulders. Her knees rose toward her body, feet coming off the bed. She ground her shifting head into the pillow behind her.

Fur exploded from every inch of her skin, poofing into a thick pelt as if brought on by the sudden and mind-bending orgasm. Her ears rapidly ascended to the top of her head, coating in fur and nestling amongst her hair. Her hair in question grew longer, matching the icy grey fur of her pelt. It grew down to her shoulders, then rested over the bedspread as it continued to grow.

Matt just kept ridding her orgasm. She plunged a third finger inside herself and hooked her fingers against her G-spot. A musky fluid gushed from her nethers, coating her palm. She could smell her own pungent female musk even over the haze of spice choking the air.

"Yeeessss!" She cried, voice cracking from the strain of her vocal cords. Her voice caught in her throat at the height of its pitch, then boomed out loud, shaking the apartment walls with a mighty roar.

The world came rushing back to her as she removed her hands from herself, laying them at her side as her back returned to its proper position. Her whole body was spent from the ordeal, in the best way imaginable, like she had just been to the gym ten times over, all the endorphins leaving her feeling like she was floating on the softest cloud rather than her mediocre mattress.

A long, spent sigh blew from her mouth, and she opened her big, beautiful purple eyes to the smoky haze around her. "That felt...better than...I could've ever...imagined." She sighed between huffs.

There was a novel presence that seemed to be attached to her tailbone. She reached down and felt a long snaking extremity attached just above her rear. Of course. It was her tail. She was a leopard lady now. What kind of leopard lacked a tail?

Groaning against her fatigued muscles, she pushed herself off the bed, going to the door to close it and flick on the light. Then she went to the window and slid it open. The leopard lady watched the room's smoke billowing out into the night air while she waited for it to thin out. She'd need to see a few feet before her if she were to examine herself properly.

When the spicy scented smoke had dispersed to her satisfaction, she walked up to the tall mirror hung next to her closet and took in the sight of herself. And what a sight it was to behold.

She stood six feet tall, covered from head to toe in a snow leopard's grey and white rosette-pocked fur. She had the figure of a goddess. Her wide child-bearing hips led up to an hourglass waist, and a pair of double D tits hung from her feminine upper frame.

Her tail swished behind her confidently, and her ears twitched curiously. A mischievous side-grin split her feline face as she marveled over her powerful, enthralling form. Her eyes drifted down to her sticky crotch, admiring her perfect new genitals.

"Oh, my god. I look divine." She remarked, tenderly stroking her padded hand across her cheek. She felt strange, new sensations as she tickled her whiskers. I made her giggle, and her giggles broke into uproarious laughter as a flood of pure joy washed her senses away.

It took her falling to the floor on her rear for her to regain a hold of herself. Her laughter died down, and a new feeling arose. A feeling that anything was possible. It gave her a new purpose and an idea of who she should be. She needed a new name for herself. A female name...

"Jennifer," she said to herself, pondering the thought. "That's what I wanted my name to be when I started transitioning." She stroked her chin and cocked an eyebrow. "Although, considering the circumstances, a more...extravagant name would be more fitting."

She eyed the door behind her in the mirror, remembering how this had all come about. And what she was capable of if she so desired.

"I need a name only fitting for a queen. A queen of the leopards...." She thought hard, clenching her eyes shut as she wracked her brain. She landed upon something she picked up while learning Greek mythology in high school.

"Nyx. Like the goddess of darkness." She concluded. "I will be known as Nyx, the leopard queen! I shall spread my shape-shifting miasma like a shroud over this town. And when the sun rises, all shall be granted a new, glorious form!" She cackled manically, then calmed herself. "Now...I just need an army of horny leopards to do my bidding." She licked her chops with a lusty appetite and turned to walk to the door, opening it to the wall of constrained smoke beyond.

Nyx felt her way back to the sink where this had all started and plucked the incense stick between her fingers to study it the best she could in the dense haze. "So much smoke from such a small thing." She scrunched the corner of her mouth up at it inquisitively. Leaving it here for much longer might set off the building's smoke alarms.

Nyx quickly felt her way to the window next to her computer. She opened it, letting the night breeze weave gently through her fur. The smoke flooded out immediately, blowing away into the moonlit sky.

Nyx tossed the incense stick out the window without giving it a second thought and walked away.

She grabbed the envelope from her table and looked over it, the haze around her thinning. She had an entire building of people at her disposal that she could change, just like her. That would grant her the army of horny leopard people she desired. A wicked grin lit up her face. "I'm going to need the building manager's help with this one."

Nyx's apartment door creaked open, and the leopard lady gingerly stepped into the hallway, light streams of smoke gathering around her legs as they vented from her apartment. While it was getting late, she'd still have to be careful that no one saw her.

A sharp pain shot through her spine as her door closed with her tail caught in it. She cried out with a feline screech before adding, "God fucking damnit!" Her free hand clamped her mouth shut, and she continued to groan into it painfully. She kicked the door open and watched it close, its mechanism pushing it shut as it did on her tail. She'd have to keep her new limb in mind.

Incense and lighter in hand, she bolted for the fire access stairs, figuring they'd be less traveled at this time of night. Her paw pads muffled her footfalls as she sprinted over the carpeted floor. She grasped the door handle and pushed it open, slipping inside, this time making sure her tail had followed her in. She breathed a relieved breath and stroked her new appendage where it had been kinked.

"I'm...gonna have to be careful with that." She muttered. It would appear that her new form, while desirable to her, would come with a few drawbacks if not careful.

As the pain subsided, she continued with her mission, descending the seven flights of stairs to the ground floor, where Elisa, the building manager, lived. Nyx needed the keys to the apartment's utility rooms, and she would have them. As Nyx pulled a new incense stick from the envelope to light it, she knew with great certainty that she'd be getting those keys.

Elisa struggled to keep her eyes on her laptop screen. The forty-five-year-old building manager had much to do, but the movie on her TV, paired with the exotic spicy scent that seemed to be creeping into her room, was more than distracting her from her emails.

She figured the smell was coming from one of the tenant's rooms. Spicy food being cooked was pretty standard on her floor, and she didn't mind it, especially this one. This aroma tickled her nose, unlike any she'd ever experienced. That wasn't all that it appeared to tickle.

The space between her legs had begun to ache in a way they hadn't in a long time. It was the kind of ache that begged to have her fingers soothe in the most delicate ways. Elisa's hands began to wander just as her eyes did.

She let out a sensual sigh as her hand pressed into the crotch of her sweatpants. Her eyes fluttered down from her wall-mounted TV to her lap.

Perhaps some time away from the goings-on in the building would be suitable for her. After all, she hadn't touched herself down there in so long...

Her arousal was evident. Already the crotch of her sweats was dampening beneath her fingers. Her panties must have been soaked through. Eventually, it wasn't enough to rub herself through her clothes. She needed to take the plunge.

Pushing her laptop away from herself, she slipped her hand beneath her pants, bypassing her panties and dipping her fingers into her sopping wet pussy folds.

Her panties were as soaked as could be, felt by the back of her hand as she reached further below to tease her hole. She took a deep breath of the thickening air, letting the spicey aroma into her being.

Her head lolled back over the low-rise headrest of her couch, closing her eyes. She teased her clit with her thumb. Meanwhile, her other hand put down the wine glass she had been sipping on, so it was free to sneak under her tank top.

Elisa moaned breathily, subconsciously taking deeper and deeper breaths, drawing more of the divine fragrance into her lungs. Her head began to swim with a lust she had never experienced before. No partner, no imagery had turned her on like this. Her fingers forced themselves inside herself. First two, then three shortly after. She couldn't stop herself.

She whimpered before softly crying out. One set of fingers worked her pussy while the other kneaded her nipple, tugging and pinching her sensitive nub. She was gradually working herself to climax. Then the knocking came, rudely interrupting her.

Her eyes snapped open. The hard rasps on her apartment door jostled her entirely out of her trance. Her first thought was, "Who could be knocking on my door this late at night?" Then she noticed how hazy the air had become around her apartment. "Is someone burning their food this bad?" It couldn't be. It smelt too good to be burning; plus, the building's alarms would go off, something that had happened more than a few times, resulting in the whole building being forced to evacuate until the fire department showed up.

She reluctantly relinquished her hands from herself and bolted from her seat. The ache between her legs returned, so much stronger this time. Elisa tried her best to ignore it. As difficult as that was, she had matters to attend to.

She was shocked to see the smoke practically billowing from the entrance hallway of her front door. "Is the building actually on fire? This was insane!" She attempted to brush the smoke away with her arm, but the more she did, the thicker the smoke seemed to get. With the smoke choking the air, Elisa couldn't help but cough, unintentionally sucking more of the spicy haze into her lungs.

Stumbling and light-headed, Elisa reached the door. The cloud was so heavy she was forced to feel her way now. She reached the door, practically gagging. Her loins burned with a lustful fury. It was hard to keep her hands away now.

She reached for the latch when she noticed how precisely the plumes around her were rising. Like they were emanating from a central point on her floor. She crouched down to look, squinting as the smoke currents blew past her face. Then she saw it, the source of the smoke.

It was an incense stick, lit and lying on her doormat. She picked it up, not wanting it to burn marks into her nice straw fiber mat. The rate at which it burned was phenomenal, yet, it seemed not to burn at all. It looked like it had just been lit. She cocked an eyebrow. Had someone slipped this through her mail slot as a prank?

Another volley of knocks on her door startled her enough to drop the incense, and she immediately bent down to get it. "Coming!" She replied, already moving to the kitchen to dump the burning stick in the sink before going to open a window. Every step she took flared up the inferno between her legs. She swore she could feel her arousal leaking down her thighs, soiling the crotch of her sweatpants.

Again, there came the rasp of knocking. "Coming!" Elise repeated, this time shouting with aggravation in her tone. She stomped down the hallway, feeling her soiled panties rub up against her needy pussy, each step a challenge all its own.

"Who is it? I can't exactly open the door at the moment. It's ahh.... a little smoky in here." She shouted through the door, fighting back whimpers as she restrained her hand from touching herself with the other. A woman's voice answered her.

"It's pretty urgent. I just need a minute or so." The voice was velvety smooth, deadly confident, and even through the layer of cheap wood between them, was perfectly heard. It made her lady parts throb, which she found bizarre. She had never been attracted to women. However, this woman's voice seemed to sing to her being, pushing buttons that made her feel fuzzy inside.

Elisa sighed, coughing at the tail end of it. She just wanted this person gone so she could air out her apartment and satisfy the ungodly urges eating away at her. Unless...they insisted on joining her...

She shook the perverted thought from her mind and reached for the latch. She swung the door open, scurrying out into the hallway before much of the smoke could escape. A furry body met hers as she bumped into whoever had been waiting as close to the door as possible.

Elisa grunted and looked up at the six-and-a-half-foot tall leopard woman before her, standing there in nothing but her birthday pelt. She straightened her thick-rimmed glasses. It must be a trick of the light.

"Hey, Elisa." The creature greeted in her seductive velvety voice. She placed her hands on her voluptuous hips, shifting them to one side. "It's me, Mathew, from unit seven-zero-three." She let out a soft chuckle. "You probably don't recognize me due to this new...form...." Nyx observed a deep red blush spread across Elisa's shocked face. She was already so far gone now. She just didn't know it yet.

"Anyways, the name's Nyx now." She raised an arm so she could lean on the woman's doorframe. Elisa shallowed hard enough for Nyx to notice. The woman's eyes flickered all over the leopard's body, understandably. She was gorgeous, after all. "You don't seem very responsive, so I'll cut to the chase." She pointed between herself and the flustered lady. "Do you wanna fuck?" She asked, spelling it out for her.

Elisa's jaw dropped in awe of what was being proposed. She mouthed the word yes but caught herself halfway. "I-I-I, I don't." Her body screamed for her to say yes, nod her head, anything! She stammered again. "I-I mean, I'm...."

Nyx could smell the woman's arousal. It was flooding the hallway air. There was a large wet spot on the crotch of her sweatpants. The woman would by no means resist whatever Nyx did to her at this point.

The leopard decided to take matters into her own hands. She reached out with her right hand and swiftly wedged it under Elisa's pants and panties. Elisa made a meager cry at the sudden intrusion. That cry turned into a long and startled gasp as Nyx's ring and middle fingers hooked themselves into Elisa's pussy, sliding easily into the soaking wet love tunnel.

In one swift motion, Nyx picked Elisa up by her snatch, her other two fingers splaying out against the woman's ass cheeks for extra leverage. Elisa moaned as she was hoisted over Nyx's mighty shoulders.

"I'm deciding for you," Nyx said, kicking the door open to the smoky apartment. "You were taking too long, and I can't dawdle around." Elisa knew she should be protesting her assailant, fighting back. But she couldn't. Frankly, she didn't want to. This was where she wanted to be right now. To be manhandled by a strong lady, finally letting go of her responsibilities and letting a stronger person take control.

Nyx felt her way through the nearly opaque miasma of smoke, searching for a bedroom. "Your apartment is a lot bigger than mine, Elisa. Being a building manager sure has its perks, eh?"

"Mhmm," Elisa moaned back, feeling Nyx's fingertips squeeze her G-spot. Her glasses fell to the floor as her ears slowly shifted up the side of her head, taking on a rounder shape. Her face snapped as it stretched forward into that of a large feline. Nyx's ears twitched at the sound.

"Changing already, I see. Good, you'll be my first." Nyx pushed a door open with her foot, and a relatively smokeless bedroom with a queen-sized bed came into view as it swung open. The dense haze spilled into the room, and Nyx followed it, making a B-line for the bed.

Elisa let out an excited moan as she was thrown onto the well-made sheets. Her sweats and panties were pulled halfway down her ass as Nyx's claws caught on them. She landed with a soft grunt and went to brush the hair out of her eyes.

Nyx entered her partially fuzzy view when she looked up. The smoke from the rest of the apartment billowed in behind her, accentuating her magnificence. The towering leopard lady licked her chops at Elisa with a determined hunger. A hunger for something ripe and juicy that just so happened to be between Elisa's legs.

Elisa whimpered as Nyx surged forward, crouching down over the foot of the bed. She grabbed Elisa's pants, digging into the cotton fabric with her claws and pulling them off with one swift motion. Elisa giggled. Nyx looked over the middle-aged woman's legs, eyes landing on her barely covered groin.

Crawling up the bed and over Elisa's legs, Nyx drew a claw-drawn finger to the woman's panties. "Let's see what we have here." She teased, flicking her eyes up to meet Elisa's. Elisa let out a soft moan, her hands nervously playing with the lower hem of her tank top. Nyx hooked her claw into the dangerously low, peach-colored panties around Elisa's hips and pulled down as painfully slow as she could. Elisa watched in dire anticipation.

"Mmmmm, such a succulent-looking morsel," Nyx said, purring as Elisa's soaked and sticky pussy came gradually into view. She looked up at the woman and observed her excitedly pleading face. Her face was stretching into a form much like Nyx's, and her bones crackled as they changed. Already the girl had round fuzzy ears adorning the top of her head. Her cute, widening nose was beginning to blacken as well.

"You'll make such a pretty kitty." Nyx complimented before dipping her face down between Elisa's legs. She lapped at the woman's nethers with her rough, broad tongue. Elisa gasped sharply before spitting out an ecstatic moan.

Nyx raised her head to flash Elisa a wicked and toothy grin before returning for more. She ran her tongue over Elisa's pussy lips, again and again, sampling her taste, then indulging in it. Each time she went at the girl, Elisa would moan, coo, or grunt as if holding back a cry of delight.

Elisa reached down and stroked the fuzzy head of her beastly lover, scratching behind her ears, sometimes using them as handles to grab onto as she enjoyed the ride. She gazed down wearily at the leopard, only to find her arms taking on the same rosette pattern Nyx was covered head-to-toe in. She also noticed the feline snout entering her vision. The fact that she was changing was undeniable now.

"Oh, Nyx!" She cried. She paused to take a few deep and wild breaths. "This...this is...incredible." She clamped her eyes shut as Nyx's tongue pressed hard against her clit, then folded and slipped into her hole. "Oh! Fuck yes!" She cried. Her hands dug into Nyx's scalp, particularly her new set of claws...

Nyx growled lowly at the pain in her scalp. She forced her tongue into Elisa's cunt, receiving a tighter grasp of her head by the transforming woman's claws. Nyx planted her hands on Elisa's thighs and dug her own claws into the woman's bare skin, even so hard as to draw a spot of blood. Elisa unleashed a pained roar from shifted vocal cords and retracted her claws, taking the hint.

A hard, fleshy nub poked at Nyx's tongue as she went to town on her lover's pussy. It grew in size until it pressed firmly against the leopard's nose. Nyx opened her eyes and peered down to see Elisa's clitoris. It was three inches long and growing. The longer it grew, the more of a penile shape it took.

It was feline in appearance, spiny, and tapered. Nyx's tongue traveled up Elisa's labia, soon folding around it so she could work it up and down. Her ears twitched, filled with the sounds of confused pleasure.

Elisa moaned at the new feeling protruding from between her legs. She gazed down to make sense of these new sensations, seeing Nyx licking at her enlarged clit...or...penis? "Is...is that...a-" Nyx cut her off, giving one last long lick before answering her.

"A cock? Looks like it." She raised a paw-like hand to it and stroked it between her furry fingers.

"I...I have a-a-a...cock?" She asked, half-wincing. Her voice shook from the feeling of having so many nerve endings massaged so delicately between her lover's leather-padded fingertips.

"Looks like it, love." She punctuated her sentence by giving Elisa's tip a flick with the end of her tongue. "You're gaining what I lost when I changed. Elisa whimpered.

"It, *ah* feels...incredible." She mewled. A loud *crack!* came from Elisa's legs as they began to reshape into a more digitigrade form. She wiggled her toes as paw pads sprouted from both them and the balls of her feet.

The woman had long ago forfeited herself to her lusts, not to mention the whole-body sensations of transforming and becoming something more beautiful. There was nothing like it. She would be forever grateful that this 'Nyx' had stopped by her place. Why she chose her of all people was beyond her, but she was glad nonetheless.

She reached for the bottom hem of her tank top and pulled it up and over her head. Her well-aged C-cups spilled out over her chest. She tossed the top off the bed and let her hands explore her body as it changed. Her skin was almost wholly pocked with rosettes--all but her chest, belly, and inner thighs.

"Oh, Nyx. I don't know why you're here, but... Thank you for this...." She moaned, expressing her gratitude. Nyx chuckled softly. Her hand was wrapped around Elisa's now six-inch leopard cock, pumping it up and down while Elisa's shifting legs squirmed.

"No problem, sweetheart. Soon, everyone in this building will know this pleasure. But we'll worry about that once you've been granted your...greater form." Nyx pushed herself into a kneeling position between Elisa's legs, looking down at Elisa's cock like a dog would a bone. Or, more aptly, a cat would a fish.

Her pussy throbbed as it began to drool. An animalistic female urge completely novel to her took hold of her faculties.

Nyx looked the woman in her eyes. Her face was almost entirely feline in shape. A sharp set of teeth filled her open maw as she panted and whined. Elisa looked right back at her, flashing Nyx a faint but friendly smile.

"Can I...ride you, Elisa?" Nyx asked earnestly. She knew Elisa would say yes. The woman had to say yes, for Nyx wasn't sure she could stop herself if she said no. Her question was more of a warning.

"Yes..." Elsia breathed. "Yes, Nyx. Please do. I...I want to know what it feels like to be a male. To...penetrate...." The word penetrate rumbled in her throat as a domineering growl. The half-leopard was wholly embracing her bestial self, which only seemed to accelerate her transformation.

Patches of fur sprouted from all over Elisa's skin. Nyx watched them spread as she climbed over her thighs, spreading until all the empty spaces in between had filled, leaving Elisa with a fuzzy golden-brown pelt, shorter and more delicate than Nyx's.

"Ohh, such a beautiful coat of fur you have, Elisa. You look so cuddly and warm." Nyx praised, running her hands down Elisa's belly. Elisa giggled and nibbled on one of her claws, enticingly so.

"You're too kind," She replied, fluttering her eyes.

"No. I'm not. I'm telling you the truth." Nyx said, straddling the soon-to-be leopard's hips. Her drooling pussy slid up against her new cock. "You're becoming more beautiful than I could have imagined." Elisa blushed under the sprouting fur on her face. She gave Nyx a warm smile.

"Then we are the same," She began, fluttering her eyelashes at her lover. "Both made beautiful by extraordinary circumstances." Nyx heard this, and her smile mirrored Elisa's. The two gazed into each other's eyes with longing. Then, without another word, they leaned into one another and embraced in a most passionate kiss.

Their lips smacked. Their tongues entwined. Nyx caressed the side of Elisa's face with her hand, and Elisa stroked said hand with hers. A chorus of sweet, soft feminine sounds wafted through the air as much as the smoke that still rapidly filled the room.

Nyx rose from Elisa's lap, maintaining her connection with her lover. She used her free hand to grip Elisa's cock, guiding it toward her yearning pussy. Nyx relaxed her legs, letting herself sink onto the now eight-inch-long girl cock.

Both leopards moaned into each other's mouths. New sensations never before felt flashed to life like lightning through both of them. Nyx slid down every inch of Elisa while the two whimpered and blew shuddering breaths out their nose.

The second Nyx's ass met Elisa's lap; she lifted herself back up her lover's length. She had to rise higher than before, as Elisa had grown another two inches. When Nyx felt her labia around Elisa's tip, she came crashing back down, engulfing her prick again.

The two broke their embrace to cry out in ecstasy. Every nerve ending in Nyx's new pussy and Elisa's new member tickled and pulsed with an electric sensation. The way Nyx's pussy massaged Elisa's cock. The way Elisa's cock filled and stretched Nyx's pussy. It all felt so novel to them, so divine...

Nyx bobbed up and down on her lover's prick, gaining momentum. She huffed and hawed, sitting back up straight, letting her hand trail down from Elisa's face to her breasts. She could feel Elisa's cock still gaining length and girth as she rode it.

The hand that had once guided that feline cock to her love tunnel now craned backward, reaching under Elisa's cock to the warm, wet, neglected lady parts beneath. Her fingers slid easily inside the girl, both her ring and middle finger. Elisa let out a ragged, almost pained moan. But no pain was involved whatsoever. Quite the opposite. She was entering paradise.

Nyx's eyes rolled back, the leopard steadily reaching sexual nirvana. She impaled herself again and again on Elisa's cock, which now must have been ten inches long. Elisa arched her back, feeling pressure in her lower spine. A tail wound its way from above her ample rear. It writhed as her body did, lashing to and fro across the bedspread.

"S-shit, Nyx. I'm...gonna...." Elisa whimpered. Her eyes were clamped tight as she fought to contain the surge of her first male orgasm. Nyx cut in.

"Cum? Y-yeah...me too." Nyx cut in, finishing her sentence. Her eyes were glazed over, and she stared at the wall behind Elisa, focusing on the white-hot rush nearly encompassing her being. "We cum together, yeah?" She breathed. Elisa nodded in response.

"Yeah...together..." Elisa breathed back. She panted as she gave herself to her pleasure, slipping into a world of bliss. Her moans intensified, and her cock grew its final inch. Stopping at a mighty one-foot long.

Nyx felt every twelve inches of that cock stretch her insides. She gaped her maw in a silent cry as her pussy clamped down around her lover. Elisa let out a guttural roar as her member erupted inside Nyx.

The two grabbed each other's hands as they broke into their orgasms, feeling the other's pulse through their paw pads. Elisa came not just from Nyx's velvety love tunnel but also from the snow leopard's skilled fingers. Her pussy squelched around her lover's digits as they spasmed, sending Elisa on the wildest roller coaster ride of her life, the thrill of two orgasms in one from two different sets of parts. She howled into the smoky air with abandon.

"Oh fuck, Nyx! I...I love you so much! I n-ah-ever want this to end!"

"AHHHHHLIISSAAAAA!!!!" Was all Nyx could cry out.

The headboard was pounding against the wall hard enough to dislodge chunks of gyprock. Eventually, the bedframe's legs gave out, and the two free fell for a moment as the bed came crashing forward. They barely noticed, however. The whole apartment building could have collapsed on them, and they wouldn't have noticed.

After what seemed like an eternity, the two felines slowly came down from their blissful highs. Nyx's fingers retreated from Elisa, and she slowed her downward thrusts onto the girl. She sat there, resting with Elisa's still erect member inside her, up to her cervix. Elisa's cum leaked out around her prick. Both of them had sticky laps, a happy mess they could clean with their tongues if desired.

Nyx released a ragged, exhausted sigh and rolled off Elisa, bouncing on the mattress beside her partner in pleasure. They lay there for a while, panting and gasping the spicy, hazy air, muscles twitching with overloaded nerves.

"That was..." Elisa began to say with a flustered breath. She trailed off, trying to find the right word to describe what had just happened to her. Nyx finished her sentence for her.

"Enlightening?" She asked. Elisa huffed a small laugh.

"Yes, I'd say that was undeniably enlightening." She rolled to face the snow leopard. "But, why did you come here? To my apartment? You said you needed me for something?" Nyx hummed at this. She rolled to face Elisa so she could explain her plan.

"You, my sweetest dear, are the only person in this building with access to the very thing that will make the other tenants...like us. I need your help to...share what we've experienced with everyone. To make them...the best version of themselves, like we have ourselves." Nyx explained this like a villainess detailing her plot to her minion.

Elisa's mind came to life with images of her and Nyx in the center of a massive orgy of leopard people, all sucking and fucking and tonguing and groping each other for as long as they had the energy. Her pupils grew as she imagined the scene unfolding in her head like she was staring at the real thing. A wicked grin split her muzzled face, ear to ear, and she looked back at Nyx, who was flashing her own crooked smile.

"What do you need me to do, Nyx?" She asked.

There was a *click* as the lock to the furnace room's heavy metal door unlocked. Then the knob jostled before being swung open to the underground parkade beyond. The light of said parade flooded in, casting the silhouettes of two feline amazons across the floor and over the building's central furnace.

Elisa flicked on the lights, illuminating the dusty, concrete room. The two leopards strode in, and Elisa closed the door behind them. She skipped over to the central furnace and leaned against it next to a hatch.

"Well, this is it." She said, tapping her knuckles on it.

"This goes to all the units?" Nyx asked.

"Yup," Elisa replied. She began undoing the wingnuts holding it on. "Ya'know, we aren't supposed to be missing with this. Should be leaving this to a professional HVAC technician."

"But then we wouldn't get to have all the fun we're gonna have tonight." Nyx retorted.

"Very true." Elisa agreed. The two snickered to themselves. The last nut fell free, and so did the hatch cover, leaving a rectangular hole in the ductwork. She slapped a hand on the flat metal. "There we go. Once the furnace starts up - which, with it being a chilly night, should be any time now - will flood every unit whose temperature isn't set below room temperature with your...incense smoke."

"Perfect." Nyx replied satisfactorily, rolling her tongue to make the 'per' in 'perfect' sound like she was purring. She opened the envelope containing the 'magic' incense sticks and pulled half of them out. Eight stuck out of her clutched fist in a bundle. She dropped the envelope, and Elisa passed her a lighter.

They exchanged knowing smirks, then watched as Nyx lit the bundle. They waited for all the ends to engulf in flame before Nyx offered them to Elisa, allowing the leopard to blow the fire out, leaving only smoldering embers.

Nyx casually tossed the bundle into the hatch, and Elisa started sealing it back up, both grinning self-satisfactorily. Nyx leaned on the ducts. "So, what do ya wanna do while we wait?" she asked, licking her chops while leering at her accomplice.

"Uh, you, obviously." She replied, also licking her chops. Nyx chuckled.

"Dusty musty furnace room sex, then?" Nyx asked, already knowing the answer.

"As long as you sit on my face after," Elisa replied. The two pulled in for a short passionate kiss, then Nyx turned around and bent over one of the ducts next to her. She stuck her rear out and arched her back in the most sensual way she could, leaning on the ductwork with her hands. Her pussy nearly dripped on the dry concrete floor.

"I'm all yours, sweet cheeks." She said, feeling Elisa's hands on her hips shortly after.

"Yo, dude. Pass that thing here." Doug said.

"Sure, man," Jason replied, handing Doug the joint they'd been sharing. Doug took careful hold of it.

"Thanks." Said Doug. Just before his hand retreated from Jason's with the joint, something landed in the grass in front of them. They both looked down to see what it was. It was a small, slim stick, and smoke was pluming off of it in ways that didn't seem possible.

"Is that...incense?" Jason asked.

"Yeah...yeah, I think so." Doug concurred. The two looked up behind them from whence it came. One of the apartment windows on the seventh floor was wide open, and smoke was streaming out steadily, like the incense sticking up from the ground at their feet.

"Dude, someone's hotboxing up there, big time." Doug giggled at Jason's comment before adding:

"Yeah, no kidding." They turned their attention back to the incense. "Smells like my spice cabinet." He added.

"Totally," Jason agreed, bending down to pluck it from the grass. He held it before them, and they watched it billow into the night air. "Smells good, though." Doug nodded along, getting closer to the cloud.

"Yeah... Really good..."