The Birds, The Falls, and The Feline Conversion

Story by FakeMan on SoFurry

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Please do not read this if it would be illegal for you to read pornographic materials,

otherwise you are likely to be eaten by a grue

The Birds, The Falls, and The Feline Conversion

The two birds had gone quite far. Not in any particular direction, but at the whim of the fledgeling, and quite a distance nonetheless. Their heads bobbed along, wattles rocking rhythmically as their dark claw-tipped talons padded through the jungle underbrush. Where once there had been only one bird, there now was two. The larger moved confidently, while his protege shuffled along in a steady, but somewhat more wary manner.

Both birds were taller than a man, and sported brilliant green plumage with colorful wisps of blue and gold thrown in. The wide avian eyes of both birds were a shocking topaz with deep beaded pupils. Their beaks were both a jet black that faded to deep brown near the edges, and a set of dark red wattles hung below each; the elder's, Kwark's, bobbing jauntily, the junior's drawn up somewhat tersely as he glanced around.

The birds' wide fans of feathers followed them proudly as the duo traipsed up the path toward the growing sound of falling water. The white noise of the falls was relaxing; however, at the same time unnerving. The only smell was the deep earth scent of fresh water. The only sound was the steady noise of the falls. A cool mist hung in the air, and beads of dew were beginning to form on the tips of the the grand birds' feathers.

In a blur of violent energy a large lithe figure of dappled gold and black fur burst from the underbrush and pounced upon the younger bird, who let loose a terrified "KWARK" as he toppled sideways. The two tumbled backwards, ripping foliage and tearing the earth as they rolled in a snarling shouting spiral back, towards the precipice of the falls.

The larger of the emerald birds wasted no time and sprung into action as his companion brought his talons to bear and tried desperately to push the snarling, clinging leopard away from him. Rushing forward, the senior bird used his momentum, grabbing the wildly clawing cat by the scruff of its neck and letting go abruptly, causing the spotted monstrosity to rip loose and go sailing over the edge, into the falls.

Both birds heard a yowl and a snarl descending in volume, a sharp snap, and a high pitched squeak as the snarl abruptly stopped; and then the sound of something crashing toward the bottom of the falls. The young bird scrabbled to his feet as the older bird inspected the gash lest on his wing from where the leopard had latched on to him. He nuzzled the fledgeling's soft neck feathers, churring soothingly as he began to lap at the shallow wound with his deft blunt black tongue.

After a few moments of recuperation and a soothing of wounds both mental and physical, both birds heads perked up. There was a faint sound. It started low, then rose and ended in an abrupt squeak, like a rusty hinge stopped in mid swing. There was silence, and then the noise repeated, as pitiable and pathetic as it was before.

At this point the mature bird looked at the younger, and made as if to continue their trek to the top of the falls, but the smaller bird stopped, "Kwarked," and then began to walk back down the slope towards the source of the pitiful noise. The old bird bobbed his wattles in an exasperated manner, but he had followed his fledgling many times before, and perhaps there would be a lesson to be learned from all of this.

As the birds arrived at the base of the falls, the source of the noise became readily apparent. Cats always land on their feet, except when a wayward tree-branch breaks more then their fall. By the looks of it, the leopard had fallen about half way to the ground, hit a thinly protruding stump, and then fell the rest of the way with the detritus from the tree. The cat's washed up body lay prostrate at the edge of the pool, front claws grasping weakly at the rocky sand, while its back half lay ominously still. Occasionally the beast would open its once deadly muzzle, but all that came forth was the pained noise that was always cut off by an abrupt squeak.

The fledgeling moved closer to the maimed beast, and looked down upon its broken form. Kwark wondered if the young bird was somehow gloating, but was surprised to see his young mate's eyes look almost sympathetic. When the smaller bird moved in for a closer look, the spotted cat tried to turn his head and snarl, but quickly sank back down, the pain not worth the effort. Having mercy the fledgeling raised one of his ebon taloned claws and raised it over the broken leopard's limp form. He stood that way, in the penultimate state of a coup de grace for some time, but soon lowered his claw, clicking to the gravel below. The cat deserved mercy . . . but the youth was not strong enough to give it.

Kwark's wattles bobbed thoughtfully as he watched. His lover was obviously very compassionate, but there was really nothing to be done. The great spotted cat was dying, and soon would be dead. . .But, as the junior bird's eyes rose up and sorrowfully met his, they implored him to a course of action that he had not considered.

A great cat was dying, that could not be changed; however, something else could.

The majestic bird walked carefully over to the front of the prostrate leopard, craning its neck over and turning one of its tea-cup sized golden eyes on the cat in front of him. The cat bared its fangs, causing Kwark to turn around as if to leave, but then the piteous noise rose from the damp cat once more, and it closed its mouth and lie still, breathing, but barely.

Taking this as a conciliatory gesture, Kwark turned his gaze from the leopard, to the fledgeling and back, his wattles bobbing up and down in a preparatory manner. He walked around the damp mound of fur and fangs that lay underneath him, appraising as his head darted to and fro, head cocked sideways questioningly. He then let his large head rest down upon the side of the leopard, feeling its faint heart beat, smelling the damp sandy odor of its fur.

The fledgeling watched inquisitively as Kwark opened his beak and began to gnaw and nibble his way down the side of the dappled cat's fur, leaving a mussed wake as his careful black tongue teased the spotted hairs. The younger bird churred sympathetically and shivered as he remembered what it was like to be on the receiving end of such ministrations. He watched as his elder's beak slid lower and lower over the cat's body, passing over its sleek thigh, to rest under the brushy base of the cat's tail, near the taut package of the animal's genitalia.

Kwark paused for a second before pushing his beak against the tight skin of the great cat's testicles, which twitched at the contact. After a deep inhalation, he reveled at the new found scent: powerful, male, feline. He pulled his beak gently upwards, lapping in one long stroke from the taut anus of the animal, across its soft and downy set of balls, and up the front of the feline sheath above them. A thin strand of saliva connected to the black beak of the bird to the emerging pointed pink tip of the feline's member.

The beak clacked shut. The large green bird cocked his head to the side before licking the emerging shaft again and again. The leopard started to rumble, almost purring before it turned into a stuttering wheeze. Kwark's mouth explored the emerging penis, teasing over the hair-like spines around the tip, and darting down to push into the roll of fur at its base, stimulating the inside of the feline's sheath. Soon the leopard's length was fully unveiled, and it was mercilessly teased and lashed until the fuzzy balls below it began to churn in their taut sack.

Having experienced this sensation, the younger bird watched intently, wondering at how quickly his maker worked, soon engulfing the cat's testes and shaft all inside his massive beak. He saw Kwark begin to suck and twist, knead and pull: his wattles dancing in ecstatic jubilance against the leopard's tawny fur. The youthful bird's beak opened and shut silently as he watched, and below him his arousal began to bob in time with the fervent thrusting of Kwark's beak over the cat's maleness.

Initially the leopard had felt nothing, wanting only to be left alone to die in crippled loneliness; However, as the strange bird continued licking, sucking, pushing, and mashing his balls together, all the thoughts in his mind dissolved into instantaneous moments of pleasure, pressure, that originated from the warm, slick contact. His testicles were separated, divided by the tongue stroking between them, pressing them tightly into his flesh. Then shoved roughly to the right, and the left. Kneaded back and forth and then in. Massaged again and again by the twisting, pushing pressure of the slick hot tongue, that squeezed and tormented him over and above climax, with no sense of release.

Eye's dilating, the spotted cat took in a sharp intake of breath. His balls churned roughly as he was ushered into euphoria by a final mind shattering shove from the tongue behind him. In those moments of bliss, the tongue that had so thoroughly molested his scrotum, was pulled away in one long drawn-out stroke. Coming down from his blissful high, the leopard felt the cool air of the falls where the bird had left his backside covered in spittle. It felt cold in a way that made the cat uncomfortable, like something was missing.

Kwark stepped back to admire the progress. The area below the great cat's anus was now a sheet of smooth taut skin, covered in the same downy felt of fur that once covered his furry sack. Now all that was left was the spotted sheath and the still engorged member that pulsed needily. The testicles that had once resided there had been somehow absorbed, leaving their member unfulfilled and now now unfulfillable.

The younger bird was surprised when Kwark looked up at him and burbled, proud wattle bobbing insistently. Following the older bird's advice, the fledgling carefully made his way over to the front of the prone animal, talons leaving measured tracks behind him. Looking down, he saw that the leopard's eyes were barely focused at this point, and its breathing had smoothed into an almost trance-like state. He looked uncertainly at the thing's massive yellowed fangs, and then looked back to Kwark.

Now that his companion was ready, Kwark once again lowered his head behind the leopard, opening his beak slowly, his smooth tongue darted out and tapped the beast's taut anus, causing it to contract at the sudden warm slick apparition. There was a sharp inhalation from the the cat's head, where the fledgeling stood waiting uncertainly. The older bird then opened his beak as wide as he could letting the top rest on the feline's strong back, while the lower half touched the soft hairs on the big cat's supple belly. He prodded the beast's tight passage a few more times and then pushed his blunt black tongue forward, applying pressure to, but not quite entering inside of the cat's tight, twitching entrance.

The leopard was vaguely aware of the smaller bird waiting in front of him. He could smell some strange musky odor, and in addition to the green and black, something pink was moving into his blurry faded vision. Behind him he could feel the hot breath and sharp ridges of the large bird's beak resting on him while its tongue pressed firmly on his tailhole. It was uncomfortable; a new and unexpected feeling to be sure, but there was also something comforting about the insistent pressure. Suddenly, after a solid twitch, the previously gentle tongue surged forwards, causing a sudden blinding mix of pain and pleasure that caused the leopard's maw to open wide in silent shock.

This was the only invitation that the fledgeling needed, he rocked his hips back, lowered his body, and shoved his engorged member into the the leopard's silently gaping maw. He shivered as he the tip of his chiseled member rushed past the ridges on the top of the beast's fleshy mouth, and nervously pawed the earth as he could feel the fangs lightly clamp down on his most sensitive flesh; however,the sharp teeth slowly relaxed as he thrust deeper, rocking with his powerful thighs, churring with pleasure, feeling every twitch of every muscle within the large cat as it inadvertently, and then purposefully suckled on his throbbing phallus.

Kwark began to pulse his tongue inside of the cat's virgin passage, his hot breath panting against the animal's immobile rear. He drew his practiced tongue back and pushed harder, swirling to each side as the passageway clenched hard against its provocative intruder. As Kwark's tongue stretched the cat out from the inside, the base of the big cat's tail began to change. Subtly at first, the tuft of hair at the base of the tail began to harden, it fibers condensing into much bigger mats that joined together row after row to form downy, dark yellow feathers. As this progressed, the Leopard's passage grew more pliable, losing its feline tightness to become more maliable; snug and stretching, just as the bird's above him was.

The younger bird was plowing full tilt into the Leopard's highly varied maw. The combination of the sandpapery tongue, the ridged mouth, and the slick throat was enough to make him cluck excitedly as he pushed himself further into the amazingly diverse animal. He barely noticed when the feeling of the beast's fangs faded away as the leopard's mouth started to solidify, forming a dark ridge that was the beginning of a wide beak, or that the tongue he thrust past, while still rough, was becoming thicker, more enveloping. A black slickness crawled up the pink panting flesh as it became incomprehensibly more deft.

The confused leopard felt his body twisting, and was glad that he could feel again, but it felt so different. There was a prickling sensation above his backside where the large bird's ministrations had stretched his anus into something pliant, taut yet yielding, tight and sensitive. His mouth was stretched wide around the delicious shaft that rhythmically thrust into him, but although his muzzle stretched wider and wider he felt no discomfort; just a strange warm feeling as he realized that he couldn't feel his teeth or lips rubbing against the slick tapered rod that drove deeper and deeper.

Then from behind, him he felt one tense and powerful shove that made his eyes water, his throbbing barb below him dribbling beads of clear, musky fluid. The pressure was relived as quickly as it came, the thick tongue sliding sinuously out of him. The leopard felt the cool air of the falls on his newly altered anus. The powerful tongue flitted past the base of his tail evoking a strange soft feeling before the large bird rose and walked purposefully to the front of him, churring as it saw its companion, wattles tense and pulsing, gleaming rod buried three fourths of the way into the leopard's raspy mouth and smooth throat.

Kwark bobbed his head in approval, clucking gently as he rubbed his neck against that of his busy protegee. Then, he bent down next to the wet noises of the pistoning rod and changing mouth and fixed the leopard's glassy stare with one of his ever curious eyes. Lowering his head, the curious bird craned his neck under the changing cat's rocking chin. He saw the smooth hard beak that was forming as the jaws were pressed further and further apart, rising and setting slowly with every thrust into them.

Opening his beak, Kwark let his tongue gently trace along the edge of the forming lower beak, loving how the soft skin of the cat's chin twitched in pleasure at the stimulation from without as well as within. His tongue worked its way inward, dragging itself across the supple flesh and soft hair of the fuzzy chin. The pliant flesh twitched in pleasure one last time before hardening, hairs congealing into the hard plate of a beak. Kwark lapped at the hardening protrusion until his licks met only smooth black, then he moved his focus forwards, to where the beak now ended and flesh began.

The dappled cat's mind was quickly becoming overwhelmed. His mouth was still very busy with the ebb and flow of the young bird. He could feel him deep down in his throat, and rubbing across a tongue that was too large for his mouth; more sensitive than he could believe. The young bird's crotch was working itself close enough for him to bathe in the smell of his powerful avian musk.

The older bird was out of sight, teasing below his muzzle with his amazing tongue. He felt his flesh grow taut, tension mounting, but never releasing. Soon he could feel the cool bird spittle in sharp contrast to the warm tongue, but the other sensations of mussed hair and soft skin had vanished. Then the tongue suddenly scraped with amazing intensity at the fleshy base of his new lower jaw. It strongly rubbed and kneaded the area, pushing in with intense force, and then pulling, sucking pleasurably at the nape of fuzzy skin. Soon the large bird's beak delicately nibbled at the flesh while pinching and pulling it amid soothing burbling churrs.

Gradually the skin began to loosen as it was stretched and pushed by the smooth tongue; pulled and prodded by the hard beak. It was stretched larger and longer by Kwark's kneading, soon developing a thick leathery texture with a deep maroon hue. With one last loving lap Kwark lifted up the new empty pouch and let the cat's loose wattle slap down against the beast's neck where it bobbed in time with his mouth contracting around his lover's penis. It was still an empty thing, but all things would be filled in due time.

Thrusting desperately, the young bird was nearing his release. He could feel the leopard's hot breath rustle his feathers, his nose expanding and contracting fervently as his mouth was very busy at the moment. The blue veins that marbled the base of the young bird's cock throbbed as they neared the slavery maw. The lithe green bird clacked his beak and redoubled his efforts. Soon Kwark's proud head rose up from its work beneath him, kwarking encouragement, and almost winking to him before lowering itself down over the top of the panting cat's head.

Kwark inspected the huffing cat's forming beak, his lips already hard and dark, but with a pink leathery nose flaring and sucking on air amid his whiskers and soft short fur. This part was sure to prove difficult.

The black beak opened, and the slick blunt tongue rubbed smoothly over the sucking, hardened lips. The dark enamel began to spread upwards at his encouragement. As his finessed tongue ran over the cat's prickly whiskers it left faint brown streaks in the otherwise smooth black forming beak. Carefully, he ran his tongue up and along the bridge of the velvety nose, rubbing it comfortingly as is began to bulge out into a broad beak. Under his carefully sloppy licks, the new beak was almost fully formed, save for a small patch of velveteen hair, and that pink, puffing nose.

After a brief cock of his head, Kwark slathered the toiling nose in a long wet kiss. Then, after letting it pant cutely in recovery, he ravished it again and again. The pink nose grew flatter and smaller, shrinking until suddenly it was just a smooth hard patch at the end of his solidified beak.

Immediately, the leopard realized there was something wrong. Before, his breathing had been labored, but hardly troubling. Now he found that he could not breathe at all. His sides contracted wildly in panic as he desperately struggled for air.

The fledgling suddenly felt the cat's hot insides start contracting violently. His emerald head shot upright, wattles shaking, eyes wide at the sudden pleasure. Wings unfurling he began flapping in broad strokes as he pounded forward with his hips. As soon as he felt the cat's newly hardened mouth touch his feathers he clacked his beak, kwarking wildly as he began to climax, his wattles clenching as he released wave after wave of his seed deep within the changing cat's struggling throat.

Kwark's tongue quickly sought the fleshy boundary of the cat's new upper beak, next to his panicked eyes, and began drilling away at it with his worried tongue. He pressed against the the right side of the bridge of the beak, struggling to stay in place amid the spastic throes of the great cat. After a terse moment, he withdrew his tongue, leaving a curved avian nostril in its place which quickly sucked in a great breath, sputtering on the spittle, which only caused to prolong the younger bird's glorious orgasm.

As the large bird prodded the other side of his hard face the leopard felt the powerful throbs from the member inside of him intensify releasing musky jets of cum within him. With each rushing throb he felt a wave of pleasure wash through him, ending with the new flap of skin that hung beneath his head. He felt something drop, pushed down inside it with a comfortable heft, boiling and expanding with delicious pressure.

And then suddenly it was over. The young bird drew back his member, sliding slick through the new beak below him, sopping with sticky juices. The once cat felt a rush of air flow inside of him through his new nose holes, and glistening, streaked beak, coursing through his changed insides. The two green birds stood there watching him, and with a sudden shock the cat realized that he could stand. His paws on the wet gravel felt somehow wrong though. . . He could feel a wonderful weight in his new wattle, but it was not right, it was not nearly enough. Looking up to the birds before him he tentatively opened his new beak and let out a pleading "Rawrk?"

Kwark let out a exuberant "Kwark!" in reply.

The young bird burbled happily as well.

The wattle that hung below the mostly cat's chin was much fuller than it had been, certainly no longer empty. However, it remained at a fraction of the size of Kwark's or even his fledgeling companion's. The senior bird nodded to his younger compatriot, and they both decided to remedy this situation. Kwark's penis began to unfurl as he stepped behind the needy feline, planting himself over the cat's lower quadrupedal form.

The changed leopard tasted the air with his new thick tongue. Unsurprisingly it reeked of the musk of strong male birds. Running the incredibly dexterous black appendage over the ridge of his new beak, he was surprised to find the legs of the larger bird on either side of him. His ears twitched as he felt something softly rest upon his head. His eyes looked up from the large black beak that was now ever present in his vision to see something pink and glistening, throbbing at it lengthened over him.

The fledgeling took the time to stop cleaning his receding member to chortle in avian laughter as he saw the feline's eyes both cross upwards on the large pulsing pink member that rested there. Kwark was lightly, rubbing it back and forth on the cat's soft fur as it throbbed to its full sizable length; stocky base gracefully dwindling into a point that rested a few inches in front of the surprised leopard's eyes. The fledgeling returned to lapping at his retreating cock while Kwark began to step carefully backwards.

Carefully shifting his weight, the large bird's black scaly legs took small steps back, letting his engorged member drag though the rough mussed fur that his tongue had left on its journey not so long ago. About half way down the back of silky fur, the terse member began leaving a faint trail of clear moisture, leaking from its tip as Kwark took step after measured step. The member slid over the cat's strong haunches, and across the small feathers at the base of his tail, which tickled a spurt of pre from the steady shaft.

The leopard felt the member brush against his exposed anus. Remoistening it with a string of gleaming liquid. His now avian hole quivered tightly in anticipation as the bobbing piece of meat smeared lubricant all over his backside. Then, there was a moment of disconnect. The leopard's beak opened in anticipation while the glistening member waited at attention for an agonizing moment. The striped beak clacked shut as Kwark pushed forward, spreading his passage as he sank steadily into him; filling him with an indescribable warmth. Kwark pulled back slightly and eased his manhood forward. The cat clenched his passage slickly against it, drawing the shaft in deeper and deeper with each passionate thrust.

The younger bird gave his member one last set of licks before it finally tucked itself away within him. He looked up to see the cat pushing back against the large bird's long slick member, already halfway engulfed within him. He saw the leopard's toes clenching wildly at the ground, claws digging little divots in the sand before starting to swell and scrape wildly as the cat's blunt toes quickly lengthened, becoming long avian digits as the fur was lacquered down into smooth black scales.

As the long talons dug into the ground, a wicked and yet cute immobile spur formed on his ankles. The jet scales continued upwards, condensing fur and loose skin into sleek, armored, and tightly muscled calves. As Kwark dug his member deeper into the moaning cat, the hair at the top of his calves blossomed into dusky yellow-brown feathers, with occasional darker spots. The fluffing of the forming feathers traveling upwards made the changing feline's thighs seem comically large, as the layers of dappled feathers were much thicker than the previous coating of fur.

The cat rose up on his new Avian legs, taloned feet digging into the ground for support, his front paws, barely touching the ground, swinging slightly as he rocked back into the bird thrusting into him. His small twitchingly tight feline member becoming a barely visible pink prick as the wave of feathers continued past it. The small spined member began to mat the feathers that rubbed around it with its distinctive feline scented gel.

The fledgeling was done cleaning himself, and quickly strutted up to the strange half bird half cat that rocked, beak half open, with the weight of his careful lover. Expecting to see a throbbing erection bobbing about below, the young bird was surprised when at further inspection all he saw was a damp patch of damasked feathers with a hint of pink behind them. Looking up at the determined face of his thrusting senior with his wattles rocking wildly, he cocked his head and bounced his spent wattles inquisitively. Kwark spared him a sideways glance, and churred in a way that told the younger bird that "you have to deal with it."

The leopard's hind legs now felt right. He clenched his black taloned feet as the steady thrusting from behind him became more fervent. The line of sleek fur changing into fluffed feathers rose past his waist, and he felt a pleasurable contraction as if his tail were being pulled sensuously back into him above his tightening virgin passage that clung to the sweet long member within him. As his feline tail dwindled, there was a wonderfully persistent tickling above his anus as the small feathers left there previously all boiled and seethed. The sensation rose to a fevered pitch for a second before exploding outward into a brilliant fan of brown tipped yellow feathers that shuffled themselves together in pleasure. The resulting spasm of musscle made him gasp as his surprised tightening elected a sudden "Kwark" from above him.

However, he was more surprised by the sudden presence of a warm tongue below him. The tongue was not as finessed as Kwark's, but the mere touch to his aching member made a drop pre ooze from the pining tip. The fledgeling ran his mouth over the length, chittering as the spines tickled his sensitive flesh. The young bird worried at the feline prick trying to make it grow larger, but despite his fevered work with his tongue, it seemed that it was being pulled back deeper into the obscured sheath. He lashed out with his blunt tongue, desperately trying to coax it longer as the leopard purred above him.

The only part of Kwark's member that remained visible was a shrinking ring of slick blue marbled flesh that separated him from the lovely spotted bird beneath him. He strained with his hips trying to force it forward that last few inches to unite them completely. The feathers rose up to the once cat's chest, which started to strain and expand, barreling into the prominent breast of a proud bird as it was subsumed by thickening spotty feathers.

Below him the fledgling was relived when the taunt member began to reemerge from its hidden feathery home. He was delighted to see that it the pulsing tip was now pointed, just like his own, but was surprised to see as it emerged under his flickering lashes, that the spines had remained, softened somewhat, and spread across the top third of the feline bird's powerful new emerging shaft. The fledgling kept licking playfully acrossed the spines, causing the member to swell longer and wider as cat's wattle began to twitch and churn. The pink and slick emerging member's base of marbled blue veins was just becoming visible.

The leopard was a being of bliss. His wattle churned, his member throbbed under the fledgling's careful scrutiny, and the big bird was so far inside of him that it almost felt that they were one perfect being. As the tide of feathers continued up his now useless front legs, they began to twist and pull, jerking unnaturally to his sides. His tough paws softened and lengthened as his arms bent back along themselves, rubbing against themselves with each jostling thrust from behind him. The paws melted into rubbery flesh as they grew into the third segment of his bare wings.

Soon his once front legs twisted into softly furred but barren wings that undulated as he spread them, quickly blossoming with beautiful light brown feathers capped in mahogany. Small feathers, grew along the bases of his new appendages, but the long flowing pinions caused the rocking cat bird to gasp in the feeling of majesty as his long false flight feathers unfurled and his wings opened to catch the air for the first time, pulled jerkily back and forth by his rough mating. Shaking ecstatically, he churred; a new sound that perfectly expressed his pleasure.

The young bird marveled at the member that now bobbed beneath this strange spotted bird. It had the same elegant curve and tapered tip that his did, with the addition of soft spines dotted along its end. He remembered how the leopard had cradled his manhood in his soft throat, suckling it for every last drop of his amazing release. Remembering this pleasure, he shuffled to the front of the almost bird, lowered his neck under the pulsing yet still miniature wattles, inhaled the spicy masculine scent, opened his beak wide, and then took as much of the throbbing, tickling member as he could into his hot avian gullet.

Kwark was on the edge of a precipice that could only be crossed by forcing the last marbled ring of his cock into the clenching confines of the bird below him. Through squinted eyes he watched as the the leopard's neck began to stretch. He lowered his bobbing head letting his churning wattles rest against the popping vertebrae as he closed his eyes and churred reassuringly. After series of sickening cracks, feathers raced up the elongated neck and covered the now nearly completed bird's neck in a swirled mix of browns.

The feathers continued to progress over the back of the once leopard's head, and soon his ears were engulfed, replaced by fluffy decorative tufts that twitched at the top of his head. This went largely unnoticed by the animal as his attentions were busy being divided by his ass being stretched and filled to perfection, and the young bird that had already engulfed most of his changed member in the warm fleshy confines of his throat. As the the feather's crept forward over his now completely avian face he closed his eyes, and felt two simultaneous actions shatter his reality.

Kwark lunged into him from behind with a triumphant crow and began to beat his wings, wattles clenched, as he shoved that last inch of his cock into the straining hole below him. He "kwarked" loudly as he came, jets of semen rocketing from his engorged member into the hot confines of the beautiful bird below him. The perfect warmth exploded inside of him, and the cat felt the hot pleasure seep into his wattles as they swelled, bulging in to their proper size as they began to twist and pulse needfully.

The fledgling opened his beak wide and snaked his neck along the Cat's shaft until he could feel the cooling feline pre that had been left on the feathers by his once minute member. He felt the freshly completed avian head of the cat rest against his back as he closed his eyes and pushed. The wattles were swelling, and pulsing meaningfully. The young bird gagged slightly at such a girth, gullet twitching, and suddenly the throbbing member began to spasm wildly with increasing fervor, causing a torrent of musky seed to gush down his throat. And he suckled on it for all it was worth relishing the distinct feeling of such an exotic beast.

The Newest bird opened its now blazing bronze eyes with deep black pupils as Kwark slid out of him, and the young bird pulled its supple mouth from his spent maleness. He burbled appreciatively, as the fledgling began to clean his now receding penis. He then turned to help the great green bird behind him cleaning its quickly dwindling member, loving the taste of both of them mixed along its length.

After the cleaning was finished he cocked his head to the side, exhausted wattles moving quizzically.

Kwark shook his feathers in an exasperated manner, and swung his head towards the fledgeling, apparently he was just following him.