She Spots You

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A homage to Arania's work 'New Zoo Male Leopard' (http://arania.kamiki.net/sequence/184/new-zoo-male-leopard/), sponsored by the contributor who wanted to add more cats to her zoo!


A sense of disappointment filled Andrew's mind as he passed one row of empty cages after another, with only more of the same in the distance. Andrew was one of the lucky few who was granted a free pass to the new zoo in his town, able to see its setup before it opened to the public. Even knowing they had many cages to fill as they waited for the paperwork to go through and specimens to be acquired, he hoped to see more animals than what was present. The ones that were, few in number, seemed content enough, the cages large and habitats full of animalistic enrichments for their respective species. But so far it seemed the zoo had a while before filling its promised attractions.

Yet, to his delight, one of his favorite animals was already present in her enclosure as he walked past the big cat area, a single leopard sleeping in the afternoon sun. Even though she was likely not to do anything of note, Andrew found himself eager to see her. She was beautiful, Andrew not knowing how her sex was aware to him but thought the animal to be female all the same. As he watched, Andrew was surprised when the leopard slowly got up, eyes opening wide and seemingly interested in his presence, staring at him as though she was aware he was watching her. Andrew couldn't shake the feeling that she was lonely, there being no other animals around and likely only the zoo keepers for her to interact with. He found himself wishing that she had a companion, as much as she could get along with another of her species.

"It could be you," came a voice in his head just then, as though a thought but not one of his own. Looking around, it was clear there was no one else who could have said that, leaving him confused.

"What did you say?" Andrew asked aloud, thinking that he might have been hearing things.

Yet, he was not unaware of a tingling that was starting over his ears as though they were starting to expand, the cartilage and tissue stretching outward. Andrew was sure he could feel it happening in real-time, the contours rounding till they reached over the top of his head. Worse was the itching of something prickling their surface, and reaching up, Andrew was shocked to feel the velvety touch of fur, something that should not exist on his form. Longer hairs were even peppering their canals, and with a start, Andrew could feel them twitch, moving of their own accord in a way they could not do in their previous configuration. Worse of all, the sounds of the world around him, birds chirping, and animals moving around in their enclosures seemed to be dialed up for him, leaving him powerfully confused about how such could be happening.

"What's wrong with my ears?" Andrew asked, feeling panicked at the strange alterations. They twitched again in reflex, an ability he was sure he did not have prior.

The voice in his head was quick to answer. "Don't worry, it will feel good soon..." she whispered. Andrew had a sinking suspicion it was the leopard. Yet, how was she able to talk to him? It made no damn sense!

Yet, he had little time to comprehend such as a sensation of arousal suddenly burned through his loins just then, bringing him to a full and embarrassing erection. The lust hit him like a truck, making his legs quiver, and his lips tremble. It demanded such immediate attention that Andrew could scarcely help himself but lower his zipper and pull his cock out, not caring who might see him.

"Oh, fuck..." Andrew moaned the moment his fingers closed around his cock, and he started to stroke, feeling fluids dripping already. It was more sensitive than it had a right to be, and there was no resisting the urges, no pulling back as his mind succumbed to the pleasure. Having been some time since he last played with himself, Andrew was quick to indulge, loving the sensation and needing it more than anything.

Trembling from the contact, Andrew was barely aware that his member was starting to alter, head growing pointed and thinning slightly as its shade darkened toward a bright red. As Andrew stoked and the sensations changed, he slowly became aware something was happening, though the pleasure was too much for him to even conceive of stopping. Even as tiny barbs peppered the head, facing backward, or his cut foreskin regrew only to merge with the skin of his groin, Andrew could not muster what panic was needed to pull away from his member and perhaps hold the changes at bay. It was an alien thing, yet it gave him so much pleasure, so much promise as it ached to be touched.

It was soon to get much worse, his cock not the only thing to alter. Soon, fingers started to thicken even as they continued to stroke his cock. It made it harder for him to hold onto his member, losing their sensitivity and feeling numb, though, in his desperation, he was unable to let go. With surprising speed, his fingers retreated further, almost as though preparing to pull back into his palms completely. Stranger still, his nails started to loosen from their beds as though something was poking at them from underneath. Eventually, the nails popped loose from the skin, falling to the ground without blood or any pain to make him aware he'd even had them in the first place. Still, Andrew could muster no resistance against the urge to touch himself. Even if the act was somehow the catalyst for the changes, it certainly felt good at the time!

It was not only his hands to alter as his feet started tingling from similar adjustments to their anatomy. Quickly, they began to grow tight in his sandals to the point that the straps pulled from their velcro hold. Like his hands, the digits thickened and fattened, pulling inward toward the base of his foot as they lost much of their primate mobility. Their nails, too, fell out to be discarded to the ground as useless, and Andrew felt his stance shift a little, feeling awkward essentially balancing on the balls of his feet. Thankfully, the skin under his toes and the balls of his feet swelled, able to stand the hot ground as he kicked his sandals off, uncomfortable under his new feet.

Next, an ache pushed from within the skin of each altered digit as something poked bloodlessly through the surface. They appeared to be pointed, translucent nails that quickly grew well beyond the length of his blunted fingers and toes. Feeling his hands and feet contracting reflexively, Andrew relaxed them to the point they were pulled back within his digits, sheaths forming over each so they were not pained as they did so. Itching soon erupted over the backs of them, and to his horror, Andrew realized they were coated with a dusting of yellowish fur, matching that of the leopard in the cage. However, with new claws, and the urge to touch himself rising, there was no ability to scratch the itch as his hands and feet were soon covered with the alien hairs.

Most of his focus was on his penis, however, feeling it continue to shift the more he stroked. And given the voice in his head, it seemed that she, too, was interested in what he was developing."That looks nice...please hurry, I want to experience it for myself..." she said in his mind, a bizarre sort of comment that made Andrew nervous despite the pleasure.

"This is crazy... why can't I stop..." Andrew moaned though he had little inclination to cease his masturbatory efforts. His brow broke out with sweat as he stroked with reverence, starting to get desperate now. Even as his penis shrank toward a leopard length, he could not bring himself to pull away, paw drawing him closer to the precipice of release. It simply felt too good, too right in the moment that all he could focus on was the need to cum and please the female in his head, egging him on.

Though his hands were steadily being robbed from him, Andrew simply increased the intensity of his strokes, trying frantically to bring himself release before he was unable. It was a powerful conflict in his mind to need to cum but afraid of it all the same. Even as pads swelled from the tips and sparse hairs sprang through the pads and digits, Andrew could not pull his paws off his cock. It simply felt so good that he couldn't hold it any longer, and a growing part of him didn't want to hold back, giving into the urges playing in his mind.

In a final bid of embarrassment, Andrew retained the cognizance to cover his penis with his other hand, not wanting the leopardess to see. But it was of no use as the orgasm took him, Andrew unable to hold it as he came with a squirt of semen, getting it all over the fur on his hand. His body wracked with orgasm, Andrew was momentarily whited out to the point that his changes, his exposure to the world, mattered little. All he cared about was the encouragement from the voice in his head and the physical pleasure it gave him to change and cum.

Yet, the sensation of stickiness and irritation against his fur awoke him from his stupor, and Andrew looked down to see his hands had fully converted into paws, barely able to work the fingers and extending the claws from their sheaths as he did so. Panic filled him just then, realizing he was losing his humanity in a fit of bestial lust. "Oh god, what did I do!? What's happening to me?!" He shouted, not caring that anyone around would hear him. It was powerfully frightening to be changing like this, and he wanted the voice of the leopardess in his head to answer him. It had to be her doing this, after all. But...how?

Yet, the leopard seemed to have different ideas for him. "Look how dirty you are! You can't leave your paw like that, can you?" She said, and Andrew was immediately drawn to the irritation he was suffering with his paw and fur covered in drying cum. She had a point, after all, it was gross and sticky for his pristine fur to be covered in his own fluids like that.

"I...what...what am I...why am I..." Andrew tried to mutter, but there was little to be done for it with the contrasting waves of confusion and irritation.

"Why don't you start by removing that artificial skin? You don't need that either," suggested the voice, and with that, Andrew was prompted to lift his other hand, claws extending. He felt flushed, overheated, and the idea of being rid of his shirt felt powerfully compelling. Not thinking about the repercussions, his claws dug into the fabric, and with a powerful tug of his upper arm, the shirt was torn down the center, enough for it to fall to the ground, discarded like his human nails.

Yet, Andrew hardly had time to worry about its loss with the next series of commands from the leopard. "Yes, that's good. Now why don't you tend to that dirty paw..." She suggested, and with that, Andrew felt his body moving of its own accord. Part of him, the human part, figured he would find something to wipe it on, but it seemed his mind had other ideas.

Lifting his dripping paw toward his face, Andrew was shocked to feel his mouth opening and tongue sticking out, knowing what he was about to do and being disgusted by it. But before he could stop himself, Andrew felt his tongue running over his paw, cleaning off the cum and tasting the salty, repugnant flavor, though it was hardly a deterrent to his actions. He continued to lap at it against his wishes, hating the flavor and texture of both cum and fur, though unable to stop himself all the same. It did provide him some sense of comfort, though it was a far cry from what the female's voice in his head seemed to indicate.

Yet, a tingling over his tongue was soon to change that as his mouth started to dry and his tongue began to flatten, peppering with hundreds of keratin spines. Soon, it was almost too large for his mouth, which mattered little, given he was using it to clean himself like a cat might. It had the duel effect of dulling his taste buds against the revolting flavor of cum, but also catching the hair, pushing it into place. Like rubbing gentle sandpaper over it, Andrew was able to clean his entire paw, moving his tongue gently through even the digits of his paws and leaving them soaked with saliva.

His efforts had another effect on him, something he barely noticed as he continued the satisfying ritual. Pinpricks started to pepper the sides of his face, dozens of thicker hairs bursting out to form feline whiskers. The skin under them puffed up a little, though not from irritation but rather from the feline configuration of his face. Yet, all he could focus on were the hypnotic words in his head, encouraging him. "Yes, clean it all..." She said, and even the sensation of his teeth loosening in their sockets could not deter him. The changes felt right, natural, and they were pleasing her, pleasing one that could be his mate...

Growling somewhat, Andrew moved his other paw up to his face, though not before his canine teeth fell out, followed by the rest. It was of little concern, however, not needed for his current anatomy and spat out as he focused his attention on his paw. Like a familiar nightmare, it should have been powerfully disconcerting to lose his teeth like that, but in his quest to lap his other paw, Andrew could not muster the ability to care. Soon, he was rid of them, and while he was aware there should be something there, powerful fangs and dentures, for now, it was his dirty paws that took precedence.

Even as he finished his work, however, the voice in his head seemed not to be finished with him. "You can't stop there. Your hands might be clean, but what about your arms?" She suggested, and though her voice was hypnotizing, Andrew could not find fault in it, looking down at his bare arms with the same level of disgust. With that, his seeking feline tongue started to lick at the skin right above his furred wrists and moved up his arms to the elbow. Each inch covered with drying saliva was enough to cause a persistent peppering of leopard fur in its wake. Andrew lapped at the skin as he rotated his arms to cover them entirely with the luscious hair. Eager to make his other arm match, Andrew turned his attention to it, causing yellow spotted fur to coat it all the way to the elbow, itching only for a moment before it felt comfortable, right on his skin.

"You are looking handsome, but don't stop now," The voice commanded, and with that, Andrew continued to groom, this time licking his hand and coating it with saliva before raising it to his face, grooming himself like a cat might. The connection was lost on him as he did so, Andrew eager to please the leopardess and wanting, deep down, to be clean for her.

A low murr escaped his throat just then, feeling the fur spread from the sides of his face around the whiskers and merging with both his beard and his sideburns. "It's good to keep yourself clean, keep grooming," The voice encouraged, and Andrew could only purr at that, his throat being altered to the point it allowed him such. The sound that came from him was hardly concerning, Andrew more interested in maintaining her appeal of him than anything.

"Very good, murrr. ..You will make me a handsome leopard," The voice mused, eager to have him change. Lulled into a sense of peacefulness, Andrew groomed in rhythmic, even motions, enjoying how nice it felt and how right it was to be covered with fur. Soon, the left side of his face was altered to match the right, fixing the unevenness and leaving a matching coat of fur over his face. The leopardess watched with eagerness as the male became more like her, thinking he would make a fine companion.

Yet, once the fur fixed itself onto his face, a sense of panic resurfaced, Andrew realizing what he was doing, now covered with fur and whiskers. And his cock...what had he allowed to happen?!

"No, this isn't what I wanted!" Andrew thought to himself, panicked. He had fallen so far so fast! Yet, it had felt so good at the time...

"Oh, but it will be soon..." Replied the voice in his head, as though she could read his mind. It was impossible to resist her words, her adoration, no matter how scared Andrew found himself.

"No, I'm not, murr, finished..." Andrew thought, fighting the urge to be complete that she had obviously implanted within his mind. Yet, it was to no avail, the same energy as trying to fight off a waterfall.

"Now, where were we? Your face is not quite clean yet. You should finish your work..." She encouraged, her voice sounding eager.

Acting on compulsion, Andrew started to lick his paw once more, moistening it to a satisfactory degree and wiping it over his face like he would a damp cloth. Even knowing he shouldn't, that it would change him more, he did so anyway, spreading the fur and pleasing the leopardess and her velvet voice compelling him. It was his eyes that felt dry and itchy next, and he closed them, rubbing the lids a little and feeling the irritation subsiding. It was a little shocking to open them, seeing the world through the sharper lens of leopard eyes. It was better, clearer, though hardly the last thing that needed tended to on his face.

Next, an itching of his forehead drew his attention, and he needed to rub it more than any resistance he could muster. Doing so seemed to have more immediate effects on his body, however, as the fur from his face ran down his neck and started to play over his shoulders and back, spreading to those parts that were not as easily accessible by his paw. Even his shorts seemed not to be able to stay on, his legs and waist adjusting to the point they fell to the ground with his sandals, nails, and teeth, to be discarded for his new life.

Yet, the grooming felt so good he could scarcely muster the worry to care about the implications. His itching scalp demanded attention, and he continued to lick his paw damp, playing it through his dark, greasy hair. The efforts seemed to please both him and his benefactor, loosening it from his scalp and leaving it to be discarded to the ground. Rubbing it fiercely, Andrew was eager to feel it gone, especially as a layer of leopard fur sprung up in its wake. It was soft, velvety, and matched the rest of the spotted fur covering him, making him murr his appreciation.

Yet, suddenly, the sensation of the rest of his hair falling from his head was enough to trigger his inner awareness of what was going on. A sense of panic raced through him just then, fearing for what he had done and what he was still doing. "No way...my hair...what did you do?!" Andrew thought, looking at the leopard in the pen with a sense of fear and horror.

"But you look better in leopard fur, do you not? You don't need smelly hair in your new body," Replied the leopardess in his head, and despite the horror of the change, there was no denying the honey in her words that relaxed him. It was to the point he was able to feel his ears flex in contentment, more fur covering his back and chest and making him murr.

Reflexively, Andrew continued to rub his paw over his head, a dull ache running through his skull as it started to streamline itself into a leopard's configuration. It was slopped, longer, pushing his face out into a semblance of a muzzle. Far from ailing him, however, the sensations were sensual and comfortable. And as his muzzle started to form, the ache within his gums became exquisite, as though his new dentures were pushing through. Canines lengthed out of his muzzle, and grooming incisors and sheering morals made their presence known, giving him a lovely set of leopard teeth. Opening his muzzle, Andrew delighted in his ability to do so, far easier and wider than anything his human mouth would be able to manage.

By this point, the lovely leopard fur ran all the way down his chest, peppering his back with only a brief period of irritation as it took root. Andrew couldn't help but look down with elation, wishing to be coated all over with such a luscious, soft coat. Yet, even as the fur teased his groin around his sheath and his semi-erect member, Andrew couldn't deny the reality he was incomplete, his body gangly and unruly. His head, though not devoid of human thought, was awash in feline instincts, and above all, it wished to rid those awkward feelings from his hybrid form.

With that, Andrew moved to sit down, feeling that his legs were wrong and that it was the incorrect position. But anything else he was to try to do felt off to the point he had no idea how to sit with the flexibility that he was sure the female possessed. He couldn't help but admire her form to the point he wanted little more than to take it on himself.

With that, he moved to lick between his toes, already having been shifted into leopard paws in their own right. He needed to bathe his toes to completely eliminate the human stench from them, the remains of his former life and something that felt fundamentally wrong. Separating his toes, Andrew licked between them, making sure the hairs were in place, his claws could extend and retract, and the pads were fully formed. They were perfect leopard paws now, matching the ones at his front, though sat awkwardly at the end of human legs. He needed to change that, and the leopardess's prompting told him all he needed to do.

Licking up his heel, fur started poking up from the skin, moving up toward his knee in a wave. It was lightly white on the inside of his leg, matching the white with a black spotted pelt covering his chest. Soon, little skin was left, as though cleaning his lower leg was enough to encourage fur to spread up to his groin as well. He was eager to be rid of it, covering himself fully in his wonderful comfortable leopard pelt. Some degree of questioning the strange thoughts about what he was doing still pervaded his mind, though they were quick to fade. Bathing himself like a cat felt better, natural like he was fixing the smell and stink of human wafting off him. It was elating to alter the strange, skin-shaded leg, moving down one and then the other until no human skin persisted.

"Doesn't that look better now?" The velvety soft voice murmured, and a rumbling pur escaped Andrew's lips as a sign of approval. "Yes, much better. Still, you are strangely shaped, all you need to do is relax..."

Andrew did as was instructed, breathing in slowly as his chest started to ache, the bones and muscles cracking from within. The structure shifted from deep and narrow to barreling out in the front and narrowing width-wise. The change in form ran all the way down to his stomach, which began to stretch and pull fast, firming up as new muscle formed within. His organs all gurgled slightly as they changed configuration, more suited for a carnivorous diet as befitting the cat he was becoming. A tingling on his chest seemed to signal the development of extra nipples, pulled down toward his stomach as new ones took their place on his form. Yet, even as his bones shifted, his muscles reorientated, Andrew felt little more than a slight discomfort from the alterations, feeling his breaths coming in deeper and his body more worthy of the fur he possessed.

A feline chuff escaped his lips as Andrew reflexively rotated his arms, the movement prompting his shoulders to rotate with them until the motion was no longer possible. It was of little concern as the shoulder blades compressed, pushing forward at nearly a 90' angle. His arm bones, too, altered their length, a thicker, shorter humorous, with a longer radius and ulna to match what would become of the length of his legs soon. The force of his streamlined and realigned spine repositioned his head, and his neck thickened and lengthened to allow the necessary muscles to form for the bite strength he would need for leopard life.

Eager to feel the rest of his body changing, Andrew flopped down onto his side as the energy of change moved to his spine. To match his altered arms, his hips and thighs started to compress, Andrew feeling his heels stretching and lengthening to match the stature of his arms and his quadrupedal stance. Thickening thighs made the distinction between his knees less apparent, as flaps of skin started to form from stomach to knee. Rolling on his back now, his hips continued to pop, his spine growing longer and allowing his belly to extend as well. His pelvis, too, began to snap and reorient in much the same way as his shoulders had, cementing his four-legged stature.

With that, Andrew murred, rolling around as the altering of his internal structure pushed his anus and cock back along his taint, situating them toward the base of his spine. Though it was a little discomforting, the overall effect was pleasurable as he rolled around languorously as a cat. He loved the flexibility he possessed, the power in his body, and all the promise it carried. Most of all, he loved how happy the female was with him, staring at him with eager eyes and a longing expression.

Getting up. Andrew padded over to the female in the cage, eager to show himself off. Momentarily inconvenienced by the gate in front of him, Andrew was not expecting the gate to open, an electric lock being operated from somewhere else. Still, he couldn't care too much with the female waiting on the other side for him with shining eyes. Eagerly, he walked into the pen with her, hearing the door closing behind him though unable to form concern. Everything he needed was in here with her, anyway.

With that, the female came out to him, standing there as though sizing him up. "So handsome, but you are not complete yet...You seem to be missing something back here. But do not worry, I will fix it." Said the leopardess before she moved behind him, starting to lick at his spine just above his anus, eliciting a feline chuff from his lips from the sensual contact.

Andrew stood still, allowing her to do her work as she encouraged the bones within his coccyx to painlessly unfuse and separate, pushing against the back of the skin. It slowly started forming a nub that soon filled with the spreading bones as well as new muscle. It continued to extend, one inch and then another, each bone expanding and wrapping around itself with muscle and tissue. Light pops started to resonate through the growth as the leopardess continued to lick at it, encouraging it to extend out to a proper leopard's length.

All the while, Andrew stretched, a feline grin on his face as his tail continued to grow, enjoying the ability to move it from the base as it forced its way out. Each lick pushed it out inch by inch, longer and more flexible than he could have ever anticipated. It was amazing to feel a new appendage take shape on his form, one with several points of articulation as he explored all it meant to possess such a thing. Knowing it was at full length, the leopardess finally stopped, looking back to admire her work and happy she was able to partake in cementing Andrew into his new form. Andrew felt it raise and curve slightly, a sign of his feline delight.

With that, Andrew turned around to regard who had given him this lovely new form, as much as he had resisted it at first. He rubbed his head against the leopardess, claiming her as his in a sign of feline companionship. "Yes...I'm all yours..." Said the voice in his head, and Andrew murred, thoughts fuzzy with lust at the forefront. Not waiting for him to take the initiative, the female turned around, the heady scent of feline musk burrowing into his nose and making Andrew almost drunk from her need.

Making it all the way around, slowly, seductively, the female wriggled her tail a few times, enough to waft the pheromones from her backside before raising it and putting her genitals on full display, leaking moist beads of fluids. Her sex was there for him to sniff, and he did so eagerly, breathing in the heady scent and feeling his cock coming to full arousal. The spicy aroma drew him in, erasing all thoughts of doubt or trepidation. Reaching out with his tongue, Andrew started to lick eagerly, the flavor and texture of her sex surprisingly pleasant to his sensibilities. He lapped with gusto, feeling her body trembling with pleasure as she was eaten out in a decidedly un-cat-like way.

He could not last forever, however, needing direct stimulation to his member, aching and leaking into his sheath. Feline instincts took over the female hunched down, raising her backside and sex till it was almost touching the tip of his nose. Andrew had little reprieve but to get on her, reaching out with his paws to grip her sides as he hunched over her back and started spearing for her cunt with his pointed penis, eager for penetration and mating with a willing female in heat.

The moment his cock hit home, Andrew's hips started to gyrate frantically, pumping in and out with a series of rapid, shallow thrusts. He could feel his spines rubbing against her insides, and a low growl signaling that she was being pained a little by the effort. That was the only reproach she gave him, however. Her tone was voiceless in his mind but seemed to beg for it all the more. With that, Andrew continued to thrust eagerly, needing it more than anything the human him could imagine. It was enough to make his mind white out, a being of instincts as he rutted away the remnants of his humanity.

With animalistic lust at the forefront of his being, it took Andrew little time to reach his end, feeling his testicles swelling with seed and needing to spill their burden. Some instinct prompted him to reach down toward the nape of her neck, feeling his fangs breaking the skin and holding her in place. She did not so much as wince, evidently loving being put into place as her mate prepared to impregnate her. And Andrew did so eagerly, feeling a shiver of pleasure running through his being as his cock spasmed and deposited his sperm into her womb. A corresponding shiver within her sex was a sign that she, too, had reached her end, an orgasmic reward for her taking a male within her.

Getting down off her back, a sort of drunk dizziness came over him, mind awash in hormones and hardly able to think in human terms. There was enough of him left to know he had been human, had another life. But none of that mattered with his love of his leopard form, his power, his virility, and his new mate. He had a purpose to breed her, the scent of her heat fresh in his mind. With his beautiful form, there was no desire to go back to being anything other than a lovely leopard. Best of all, the female's heat would take several days of mating as much as he could manage to make sure she was inseminated. But for now, with fatigue from the change and first mating, he went to lay down, his new mate cuddling up beside him in a sign of camaraderie for their new lives together.

Passed out with the female beside him, Andrew was hardly aware as the zookeeper who had let him in watched from outside the enclosure. A smile crossed her face, thinking that she had chosen the right male for the job. He didn't stand a chance of resisting her, after all, given his inclination to make his way to her cage in the first place. She had been one of the former employees, wanting to spend her life as a cat rather than work with the staff to guide others to their fates. Each of the guests who were there that day would make up the zoo's first wave of new occupants. There were many cages to be filled, and many potential fates for those who partook in the early screening. Each would be guided to the cage that best suited their interests and proclivities. And, once they settled into their new roles, another wave would come to fill out the ranks and make sure the zoo was ready to operate in full...