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Jessica was a witch. Or at least, a witch in training.

She was working her way through the many required disciplines en route to becoming a full witch. Her older sister had completed the training just a couple years prior and so pressure was on her to make a good showing.

Her current topic was magical items and crafting. Any good witch worth her weight in cow’s blood could make a magical ring, for example, that imbued it was rather unique magical abilities. So it was left to Jessica to figure out how to incorporate this into something new. That’s when she came to a rather gifted idea. She was already able to sew quite ably so she decided to craft several sets of underwear- for both men and women- that had on them a magical enchantment.

A spell of adaptivity that would cause the wearer to change to adapt to any situation. The magic itself was very random or if anything, carried a malicious intent with it but that wasn’t really Jessica’s concern. After several hours of work, she had five pairs of underwear ready. Three for men and two for girls, in the styles of underwear and panties respectively. She also put on a homing spell so she could always locate where the underwear were, to track down their user.

The next part of her plan required her to get some saps, or rather targets, to put the shorts on. Given the season of Halloween was approaching, she thought the perfect place to put her shorts on sale was a local costume store. She disguised the underwear in packaging that promised the items would be the perfect underclothing wear for any costume. With an added bit of magic put on the items so they would entice would be buyers, Jessica left the store but sat in her car in the parking lot, waiting.

It did not take long for things to happen.

A man by the name of Frank was in the store looking for a costume for his work’s Halloween party. While he settled on a rather boring vampire costume, he also spotted the briefs and felt compelled to buy them as well.

After checking out, Jessica followed the man back to his apartment where he entered and went up to his place. Once inside, the man was greeted by his rather excited golden retriever, Max.

“Calm down boy, I didn’t get anything for you,” Frank told the dog who eventually relented.

Throwing the shopping bags on his bed, he went into the master bathroom to relieve himself.

After he flushed, washed his hands and came back out, he noticed that the package of underwear had fallen out of the bag on the bed. Walking over and picking it up, it was advertised as costume underwear but the stitching and material looked to be of really high quality. Being a little reluctant but knowing he was alone, Frank slid off his pants and boxers and then slipped on the underwear. As he buckled his belt once more, he noticed how comfortable the underwear were.

“Haven’t worn briefs in years but there are great,” he remarked.

Heading out of the room and into the kitchen, he again felt his dog jumping up on him happily.

“Max, get down!” the man said as the dog seemingly tried to hump the man’s leg.

Max did as his master commanded but still hung around his feet.

“Jeez. I need to get you neutered or something,” Frank sighed as this was hardly the first time Max had been so rambunctious. Upon hearing this the dog whimpered but didn’t quite relent.

Jumping up on his master again, this time he caught Frank off guard who fell to his hands and knees with a rough grunt.

“Ouch!” he remarked, rubbing his ass which ached for some reason. He was about to get up off his hands and knees when Max suddenly stuck his nose into the back of Frank’s crotch. Caught off guard, Frank blushed briefly before looking back. “What are you doing, boy?” he asked his dog who was taking deep whiffs.

It was here that the first real oddity occurred which was Frank’s cock going hard. He had no idea what triggered it but the feeling was definitely there and running through him. He reached down and tried to push his boner down but it was of little use. Just then, he felt a weight on his back and realized Max had mounted him.

“Down boy! Down!” Frank said, shoving lightly at his dog to get away but the animal wouldn’t go. Instead, it began to thrust with his red rocket of a cock at Frank’s ass. “S-stop! Stop it, Max!” Frank said, almost feeling like he had to laugh at the situation.

Then things got weird.

Frank got closer to actually cumming and he wasn’t quite sure what was triggering it. When a flush of heat hit him and his hips shook, he knew he couldn’t hold back anymore and finally came and came hard.

“Oh, fuck… no, no,” he said, shaking his head shamefully as he had gotten off rather easily to what was apparently his dog fucking him but that was only a part of it.

He felt his underwear starting to get tighter on his person, forming around his ass and over his balls, which were aching, and cock, which also did not feel quite right, even as the last of the jizz dribble out. Gritting his teeth, Frank wasn’t ready for what happened next.

Teeth clench, he felt a crack in his jaw and around his face and suddenly it all seemed to push out forward. His nose and mouth were brought along for the ride and a couple seconds later, nearly one inch of apparent muzzle is growing from Frank’s face. More than that, he felt a pain at the base of his spine where Max was rubbing again.

“Get-get off, Max. Please,” Frank said, feeling strangely powerless when compared to his dog.

Max growled and kept thrusting at Frank’s ass.

“Ah! Ahhhhhh!” groan the man as again his face hurt and pushed out with not so much pain as it was discomfort and horror at what was happening.

The shorts felt extremely tight on him, and warm, to the point where the man felt like it was rubbing against him to get him off again. Soon he was cumming more but as his balls pulsed out every drop of sperm, it also shrunk down considerably.

“Fuuuuuuck,” he moaned as his ears also started to get more pointed and furry.

He hadn’t noticed but his legs had gradually been getting shorter, taking him off his knees in time and onto all fours.

His glasses finally fell off the growing snout and he shut his eyes hard, tears running down his cheeks. Frank didn’t know what was happening to him but every part of his body ached like it was cramping up.

His balls were pulled into a new cunt while his cock shrunk away into nothing and the shorts looked more like panties. Underneath, it could clearly be seen: a ready pussy that was swelling with heat.

The shorts were just adapting to the situation. Max needed something to hump so how about a bitch in heat.

“Ohhhhhh, fuck me…, ugh,” he moaned as feelings all over his body were changing things in ways that felt foreign to him. His hands, for example, were getting smaller. Fingers were shrinking while nails grew in dark and his thumbs also receded. Also growing out over his ass was a long extension from his spine that he knew was a tail.

‘I’m turning into some kind of animal,’ he thought correctly but also hotly, as his back end seemed to pulse with heat.

“Help! Help me!” Frank tried to yell but his voice already felt choked in his throat. He let out a noise lime a growl as his teeth changed and sharpened while his tongue got pulled longer in his mouth. Frank was feeling his shoulders crack and under his shirt, bones were shifting under the taut flesh in order to fit the man to proper proportions.

Max started to nip and bite at the back of Frank’s pants and eventually ripped them off and down. First his tail wagged upward and back and forth before Max went for the magical underwear and cause of all of this and ripped them as well. The fabric tore and the doggy cunt was exposed.

The mechanism for change had been destroyed but the changes were not relenting. In fact, all that had been accomplished by the pants ripping, aside from exposing Frank’s new bitch cunt, they also ensured that Frank would not be adapting back to humanity either.

“NooooOOOOOOO,” he howled, throwing his head back as golden fur sprouted from his scalp and onto his snout.

Max stood back as the changes spread and changed the man from a human to a golden retriever bitch in heat. Frank stepped out of his shoes as his feet had shrunk considerably and turned into what looked like paws. His ass split open so that his new cunt and asshole faced backwards.

As his chest heaved, Frank felt something growing on his stomach and chest. Looking down his billowy shirt, he could see the two rows of teats that were coming in at a rabid rate, even as golden fur was starting to sprout on his belly.

‘I’m turning into a fucking dog! A fucking female dog!’ he thought as he felt max licking at his cunt and seemingly warming the bitch up.

“M-max… don’t… I’m your master,” Frank struggled to say as his tail finally grew long enough to wag and he tried to slap Max in the face with it to discourage the male but it only wafted the odors coming off the newly made bitch.

Regardless of their old relationship, Max was more interested in Frank as a mate. With that, he jumped up onto the female and started to scrabble up her back.

‘Oh shit, oh shit, oh shit,’ he thought. ‘He’s about to, to, to...’ but he couldn’t think it until it actually happened. His dog’s cock slid into the newly made cunt with ease and soon the entire few inches were in Frank. The sensation of that feeling of cock in him like that caused him to shiver all over as more fur came in.

In a series of sudden sneezes, the rest of Frank’s face goes through the sudden transformation which makes it no longer possible to talk and cramped his mind somewhat too.

Max bit at the nape of Frank’s neck as he greedily humped away, happily fucking his former master.

The rest of the changes that need to occur finished. His arms thinned and shortened, like his former legs which were now fully canine. Eight nipples were now hidden in the mass of fur on his chest and he feels his neck grow out those few more inches. Now completely a dog physically, it was left to his mind to take the final plunges into beasthood.

‘I’m getting fucked by dog. Ohhh, ohhhhhhhhhh,’ he could barely reason as Max really buried himself to the hilt. ‘I don’t wanna be a doggy,’ he whimpered mentally.

It was at that moment that there was a knock at the front door.

Frank turned his head to look but couldn’t see the door or the fact that it was unlocking itself. A moment later, Jessica strolled in with a smile on her face. It was just then that Frank felt Max’s knot starting to grow.

“Well that took an interesting turn,” Jessica said when she found the pair in the kitchen.

Frank still had his shirt on but the rest of his clothing laid beneath the animals that were now knotted together.

“That’s one form of adaption I suppose,” remarked the witch.

A moment later and Max was grunting as he started to empty his load into the fertile female. Frank would have blushed if he could but instead he whimpered and experienced a shamefully doggy orgasm as the woman walked into the kitchen.

She reaches under the pair and plucks Frank’s wallet from his pocket.

“Sorry Frank,” Jessica said as she retrieved two leashes from one of his drawers. She also found a spare collar as Max had his last few thrusts, the collar was affixed to a dizziness Frank. “It’s okay, girl. You’re safe. I’m going to take you to a shelter, okay? You’ll be happy there.”

Jessica had to wait for the knot to stop swelling and the two to finally separate before seeing either dog out of the apartment.

She took care of the dogs while another person was meanwhile buying another pair of the underwear.

His name was Bruce and he had purchased the women’s panties version of the underwear without noticing it. He was just looking for something to wear under his costume for that evening. It was going to be a rather unimaginative ghost costume so why he thought to buy the underwear he wasn’t sure but he didn’t realize he bought the women’s version until he was home unpacking his purchase.

“Fitted underwear? Why did I buy these?” he asked himself.

Still, curious, he opened the package and took out the panties. The material was definitely high quality and almost looked hand stitched. With his wife not home from work for another two hours, he decided to have some fun. Taking off his pants and underwear, he slipped on the panties and almost immediately they felt warm on his body.

“Surprisingly comfortable,” he said, modeling in the mirror for a moment before he heard something downstairs.

Quickly grabbing his pants and putting them back on, he then headed downstairs to see what the racket was. He heard cans falling over and ran outside where he was a bit shocked to see three deer, one large stag and two does, eating from the garbage.

“Hey! You! Get out’a here!” Bruce yelled as he shooed the animals away. The does ran but the stag, rather huge with a massive body, was unmoved.

Bruce was a few feet away and the animal had not budged. He leaned in and tried to scare the beast off, to no effect.

“Get out’a here, will ya? Come on! Go! Go!” he yelled practically in the animal’s face.

The stag stood firm, practically looking the man down.

It was then that Bruce grew scared and just wanted a way out of things without getting hurt.

A tingle went up his spine and he shivered from head to foot.

There was a sudden and striking pain in his lower back that had the man leaning forward to try and relieve it. When he did, his spine cracked along with his shoulders, loudly.

“Ah! My arms!” he groaned as his hips hurt as well.

More cracks and shifting of bone and were occurring and all Bruce could do was grunt and moan as it happens. It felt like invisible hands were restructuring him forcibly and though it did not hurt, strictly speaking, the discomfort was enough to put Bruce into a panic.

“Wh-what’s happening to me,” he asked as he looked down and saw his arms were looking longer while at the same time thinner. His hands also hurt along with him popping a rather hard boner for no reason other than blood flooding his extremities. “Ugh, why am I so fucking horny… arg!” he shouted as he felt his ass tugged up behind him and felt his ass cheeks separated.

It was around that time that Bruce started to orgasm and his balls began to shrink as they emptied themselves before being tugged into his body where a new slit was forming. He could have seen this but his pants were busy being messed out of shape by his changed pelvis and hips.

The stag trotted up, curious, and started sniffing Bruce’s back end. Unable to help him, Bruce lets out a stream of urine that comes from his new pisshole above his swollen cunt. This excited the stag greatly and had him nipping at Bruce’s jeans. It wasn’t long before he finally ripping a sizable hole in the pants and then could stick its snout in and lick at the wet panties he had on.

“Oh please, please, not that. What the hell is going on with me?” he asked himself indignantly as the stag now started to nip at the panties where they were wet.

Bruce struggled but managed to turn his head where he saw a terrific sight. The stag’s cock was starting to protrude from its sheath and above his own ass was a cute, tufted doe’s tail that immediately signaled in Bruce’s mind what was happening, even if it was impossible to believe.

‘I’m turning into one of his does. No, please not me no. Why is this happening?’ he thought desperately while it happened all the same.

The stag went nipping again and this time ripped off the back of the panties entirely. Exposed, Bruce shivered as the cool air licked his bare ass which split apart as his pelvis again cracked. His feet ached and as he was only wearing sandals, he soon had them kicked off and was watching them turn into cloven hooves.

The front of Bruce’s pants finally tore open and as he looked down, he lamented the lack of cock.

Suddenly the stag made a call before kicking its legs up and probing forward with its cock. Bruce wanted to move but was still frozen by muscle cramps that seized up his whole body as things rearranged under his sweaty skin. The stag mounted and was trying to get its cock to mate with Bruce’s new swollen pussy.

“Heeelp! Please! Someone! Anyone! I’m.. I’m… sorry!” he begged as his voice started to warp. Spasms and cracks of his neck shifted it upward and longer. Bruce felt his ears start to change and his head was getting smaller. This caused his mind to get fuzzy and the first real worry that he might be lost to instinct soon.

That’s when Bruce spied a car pulling in and parking in the driveway. His first instinct was to assume it was his wife. He went to cry out but what came out of his mouth was a bleating sort of noise. However it was soon silenced when the stag’s cock found its mark and Bruce suddenly felt stag cock in his cunt.

‘Oh, oh Gods… feels so… too good. No, I need to fight this. I can’t… honey help me… please...’ he begged as his car parked. However rather than his wife who came around the corner it was some strange red haired woman.

“Let me help with that shirt,” she said before rubbing her hands together. She cast some sort of spelled that caused the shirt to unravel and unmake itself. The rest of Bruce’s clothes were easy to collect as the mating pair went at it.

Jessica smiled at the man.

“It’s nothing personal. You just happened to be wearing the wrong sort of adaptive underwear in a bad situation,” she said, shrugging her shoulders before leaving.

Another couple minutes pass and its Bruce’s wife pulling up. Bruce is almost completely covered in fur with a nice set of udders just below where his waist used to be. He only vaguely understood that his wife was near and that maybe she could help.

When she got out of the car and looked over, what was reflected on her face was disgust.

“Oh gross. Shoo! Shoo you animals!” she said to the stag and doe who continued their public display unimpeded. “Jeez, right there and everything,” she signed before going into the house through the garage. “Bruce! Honey! There are some deer fucking in the yard...” could be heard before the door closed.

Bruce was properly fucked into his doe brain about five minutes later when the stag finally came, sealing Bruce to his fate. Bruce’s wife returned with the hose and spraying it sent both the new doe and stag fleeing into the forest.

Bruce was never heard or seen again while the next pair of underwear went to a man named Matthew. He got it along with a police uniform he planned to wear to a party that night. The shorts he purchased for reason he wasn’t sure how to explain other than to say he needed them. He took them into the changing room and tried them on by ripping open the packaging. They were snug on him but felt good.

He then tried on the uniform and Matthew was satisfied with the look. Stripping back down, he decided to keep the underwear on and stashed the wrapper it came in amongst some garbage. He successfully paid for the uniform but not the underwear which felt amazingly comfortable while on.

Trekking through the streets of the town, he decided to take a shortcut through an alley way. Things quickly got dark as he went deeper into the dripping space between a meat store and a piano store. Matthew had never come this way but always assumed it cut over. However as he got deeper in, he realized that things weren’t that easy. The alley became more cluttered with garbage and he had to wade by some of it to avoid getting any on him. Finally it turned and opened into a wet area near and open sewer grate. There, a multitude of rats were massing and skittering across the floor.

Matthew yelped and nearly jumped out of his skin at the sight of them all. When he went to walk away, he heard a loud squeak as one got stuck under his foot as he stepped down.

“Ah!” he yelled as he fell forward, with his hands only slowing down him slamming his chin down on the pavement. This had the immediate effect of making the man quite dizzy. As his eyes slowly came back to focus, he was eye to eye with one of the rats and it was a big one. “Wh-wh-what do you want?” he asked bewildered.

The rats all looked at each other and the underwear suddenly got warmer, as if he had just relieved himself. Instead, a numb feeling started at the base of Matthew’s spine along with with clothes suddenly feeling more billowy.

He was about to speak when a gassy feeling filled his belly before bubbling up his throat. Unable to help himself, Matthew belches loudly and subsequently feels a hot sensation tingle down his entire body. He followed the first burp up with several more, each feeling hot and causing him a slight pang of dizziness.

“Wh-wh-wh-what’s happening… Everything is spinning,” he said as he tried to get a handle on himself and instead started hiccuping. As he did, he expelled a sort of green gas from his mouth and nostrils. Belches also still occurred despite Matthew’s every attempt to hold them in. With every one he lost at least a pound in weight and after a while, he realized his clothes were getting heavier and looser on him.

He belched loudly then, feeling his ears start to burn. He reached up and felt them and their pointed nature. Matthew gasped and looked around at the rats all staring at him.

“Get away! Filthy rrrrr-rrrrr-rrats!” he struggled to get out as another pang of change hit him, causing his ears to get longer while his nose started to stick out more.

More burps and he started to feel like he was wearing a sweatshirt that was three sizes too big while his pants tried to fall in a heap around his ankles. His underwear, oddly, still felt quite snug.

“Help! Help me! I’m, I’m shrinking!” Matthew yelled in a uselessly weak voice that corresponded with his lungs starting to shrink down with every belch and breath. The rats around him started to squeak and bob their heads as the man slowly appeared to devolve.

Finally his pants slipped down and Matthew felt like his legs were more like twigs now. Stepping forward, he left his shoes and socks behind and instead stepped on a cold, wet asphalt of the alleyway.

He was breathing heavily as he started to panic. He tipped forward onto his hands and let out a yell as his face was suddenly and forcibly pulled forward into a ratty snout. The hair on his head was shedding away while black and gray hairs sprouted up and down his back.

Feeling something wiggling over his ass, he looked back and saw a ropy tail already a few inches long whipping around behind him.

“I’m turning into one of them! A damn rat! Eep!” he squeaked in a high pitched voice.

Matthew’s cock shrank to fit his body while a watery cum leaked out of him. Soon after, his ratty balls were filling with new rodent seed. This caused a flush of heat to blush his distorted face.

‘I gotta get out of here. I can’t, I don’t wanna be a rat!’ he thought desperately before a long belch had him shrinking into his shirt which now touched the ground. ‘Oh God, everything is getting so big. Harder to… to… to think. Oh shit, I’m ratting out!’ came across his mind in terror.

Those rats that were watching decided to come closer and as they did, inside of the clothes there was a struggle going on. Matthew fault against his tent-like shirt with arms and legs that were shrinking down like the rest of him. When he looked down, he saw his reddened cock sticking out of a sheath and his hands looking more useless than ever before.

‘I… I can’t fight it anymore. Easier to be a stinkin’ rat than anything else,’ he thought dully as a few last burps came before the transformation into rat was complete. He even found his way out of his clothes just as heeled footsteps could be heard approaching in the alley.

Jessica entered which startled the rats, including Matthew, into fleeing. Matthew was now just another rat and was lost in the pack forever.

“First one not to ruin my underwear, though he did steal them. Fitting end, I’d say,” Jessica said while picking up the clothes of the man, snatching out his wallet as her own keepsake, before dumping the clothes in a nearby series of dumpsters.

The fourth pair of underwear, the second and last pair of panties, was bought by a woman named Leanne who was a student at the local college. She assumed they were some sort of warm under garment as she was going to a party on campus in not a lot of layers, dressing as a slutty sort of devil girl.

Leanne was around five foot eight, with a slim body, perky butt, and endearing sort of smile.

She decided to try on the costume to make sure everything fit properly. When she did, and saw she looked great, Leanne was thrilled. One of the things that shocked her the most was how seamless the underwear felt on her. She modeled in front of the mirror for a bit longer before finally deciding to take everything off save the underwear, which she felt compelled to leave on.

The afternoon passed into evening and it was soon time for the party. The girl changed into her costume and over that put on a jacket to deal with the chilly winds that were blowing in. Heading out by herself, she grabbed her keys and cigarettes, and began to her trek across campus to the party.

In the dark, she started to get lost and while she thought it wouldn’t require checking her phone, she soon realized she didn’t quite know where she was. After looking at her cell, she realized she was over a couple streets in the wrong direction. To get back on track, she would just need to cut over a few alleyways.

Striking up her lighter, she puffed a hard drag from her cigarette and continued down the alleyway at a leisurely pace. It was when going down the second alleyway that a trash can was suddenly knocked over in her path. She stopped, digging her heels into the ground and letting the cigarette fly from her lips. She ended up stopping herself just short. That’s when a cat jumped into her path and hissed.

“Oh jeez,” she gasped as she watched not just the one but several other feral looking cats strode out around her.

They all looked mangy and flea ridden and soon circled the poor girl.

Gulping hard, she tried to back out before one of the cats growled at her from behind. So scared was she that she tripped in her heels and fell to her knees.

“Damn it. My stockings,” she griped as material was now dirtied. But as she looked up from this, she noticed the largest of the cats, and presumably their leader, was nearly eye to eye with her while standing on a box. “Oh please, just leave me be,” the girl said in a bewildered tone.

The cats just stared at her, licking their arms or faces while not breaking the circle around the girl.

“What do you want from me?” she asked the cats who just watched.

Strangely, Leanne felt her panties get warmer as a sort of gassy feeling filled her belly. It then expanded out to her extremities, with her arms and then hands and fingers all felt this loose and warm tingling sensation. It was then that the cats around her started to meow and howl and she felt a pang of dizziness strike her.

“Wh-wh-what’s going on,” Leanne said as she held her forehead. There she felt a dripping cold sweat.

Even with the thick winter jacket on, she felt a chill pass through her then that came to a head at the base of her spine. The feeling there was something she couldn’t quite explain other than to say it felt like her skin was being pulled out and bones along with it. It didn’t hurt but it did have her desperately reaching a hand behind her to see what was happening.

When she did, she gasped when she felt the growth sticking from where her tailbone used to be. She gave it a tug and yelped in pain.

“I have a-a-a-a tail?” she said almost breathlessly.

Several of the cats, including the supposed alpha of the group, all sat down, as if to watch the spectacle.

She continued to feel the tail grow until it was about twelve inches in length. That’s when she felt something like fur starting to grow at the very tip of the tail which she was just able to lift up far enough to see it behind her.

Leanne was left shaking scared and confused, with her red heels and stockings shaking.

Frightened, she started to back away from the group when several of the cats hissed from behind. Scared back into the middle she felt another ache, this time in her hips. There were cracks and crunches of bones that she didn’t quite understand but it forced her legs further apart.

Legs shaky, she fell to her knees with a grunt.

Next came a ringing in her ears that grew and grew until it was overcome with the sounds of light pops. Leanne turned her head around, looking for the cause and was confused until she actually reached up atop her head and felt her pointed and slightly furry ears.

As if the tail wasn’t enough, her ears were now changing too. They were growing more curved and as they shifted atop her head and through her blonde hair, she could only gasp in shock.

A heat began to rise in her from her groin that took over her whole body. As she began to sweat she decided to strip off the heavy jacket and once she did, the cool autumn air striking her very bare body caused her to shiver.

“Wh-wh-what’s happening to meOW,” she said. As soon as the words were out of her mouth she blushed hard.

Leanne’s face started to scrunch up on its own, despite her best efforts to ignore the feeling or override it. Her shrinking nose was causing her to sneeze uncontrollably and as she covered her nose, she felt some rough patches on her upper lip. Soon the patches grew to be more than just that as whiskers started protruding from her face.

Her panties felt tight and warm on her body, causing her to, despite her fear, feel some measure of pleasure as it was happening. It felt so wrong to like it- whatever it was that was happening to her- but she could not help but feel her cunt pulse with heat. It was starting to change itself, shrinking somewhat and with black hair sprouting around it. Had she looked, she would have noticed the fur was the same color black as her tail.

She started to tug at her lace costume in a fit of confusion, as she felt hot and wanted to already strip from the clothes to cool down. Not only this but after a few spells of dizziness, she also realized everything around her was a little bigger than before.

“No, no. I’m shrinking?” she asked in a worried voice.

Her face was continuing to change as well with her lips starting to thin out while sharper teeth grow and her tongue grows rough. In the back of her mind, she knows what’s happening but she’s in denial of what certainly can’t really be happening to her.

The cats around her started to meow more and it became like a rhythmic chant in Leanna’s ear. She was breathing harder and trying to think but it was hard. She tried to stand up, only to falter in her heels which no longer fit right. Stumbling to fall on her butt, she let out a yelp of pain as she accidentally sat on the tall too.

“Why is this happening to me?” she asked as she examined her feet.

Nails were sticking through her stockings was enough to get her heart racing. When she pulled either stocking off, she was surprised to see her foot looking smaller, with her digits looking shrunk. Reaching down and feeling the foot only allowed her to feel the strangeness of the bottom of her foot. When she rolled the foot over, she saw pink pads forming on the ball of her foot along with the individual toes.

Her breath caught in her throat as she extended her sore feet and legs out.

Next came more warm feelings all over her body. Inspecting these places closer, Leanne could feel fur starting to grow in patches. When she looked, she could see the flecks of black hair showing. Shaking her head, she tried not to believe it but soon it would be as undeniable as the pink nose on her face was.

A tightness of the jaw soon spread forward and Leanna tried to shut her eyes but they were forced open by the change that was occurring. Slowly, her face pushed out more and more, with her whiskers getting longer and even her eyebrows were starting to sprout long hairs as well. This was in contrast with the blonde hair on her head which was starting to fall out.

“No! Not my hair! Please!” she desperately plead with no one as she reached for her head only to pull out of a clump of hair. She shed all her hair, leaving her a bald, cat-earred looking weirdo with half a muzzle and some cat-like features.

Practically sobbing, Leanne could now feel extra nipples growing on her stomach. The two rows extended down from her breasts which were shrinking considerably. Finally her lace top no longer fit and she was forced to discard it, leaving her naked in the alley save for the form fitting underwear she had on.

Another pang of dizziness causes the girl to get woozy and lean forward on her hands. She then watched her hands, much like her toes, shrink and grow pads on the bottom of the foot.

“Halp! H-h-h-alp!” she tried to cry out but her voice was feeling choked away. More growls were getting into her speech and she was worried she wouldn’t be able to speak much longer. Sure enough, when she tried to speak again a few moments later, only growls and partial hisses came out.

She was starting to shrink faster, with her lungs and organs getting smaller and anywhere that wasn’t covered in fur was drenched in sweat.

As she got smaller, she was feeling trapped by strange thoughts and feelings that were emerging from her groin especially. Looking around at the cats, they were definitely looking bigger than they were before with the alpha in particular looking on in interest.

‘This can’t be… be real I… I… I can’t be turning into a cat,’ Leanne thought as the changes progressed and quickly shrunk the girl down to barely two feet tall.

Dropping to all fours at last, the black fur was now covering most of her body, including the head where Leanne’s old face was now lost to a black furred and amber eyed cat.

It was then that, in the distance, Leanne could hear heeled footsteps approaching.

Part of her wanted to hide her shame while another side wanted to ask the person for help. But as the person gradually approached, Leanne felt herself getting smaller and smaller until, at last, she was no bigger than the cats around her. With the final black patch covering her belly, Leanne was now completely a cat. Her last act was to step out of the panties that no longer fit.

The alpha, a tough looking tuxedo cat, jumped down from his perch and started sniffing at the new cat with interest.

‘What’s, what’s going on? It’s… it’s so hard to think now...’ Leanne thought but only barely.

The male cat only needed to sniff around to Leanne’s backside to find the source of the hot smell he had picked up. With a lick, Leanne’s eyes went wide and her hair shot up straight. With no other warning, the alpha mounted her and stuck his member right into her.

The girl let out a mewling noise as it happened before her head drooped down in a sad acceptance before her human thoughts nearly dissipated.

It was only then that the footsteps stopped.

“My, my, my,” Jessica said with a smirk, looking down at the pair as the other cats fled. “What do we have here?”

The two cats continued to fuck, right on top of Leanne’s old costume. Jessica allowed the cat to finish his job before finally pulling out of Leanne. It was during this stunned state did Jessica knelt down and picked up the black cat.

“I’ve been looking for a second cat. You’ll do nicely!” Jessica gloated.

She then quickly picked up the loose clothing and chucked it into a nearby trash can before walking out of the alley with her new pet in hand. Leanne tried to say something but could only meow uselessly, as any memories the former human had were now gone as she went off to start a new, somewhat pregnant, life.

The last pair of underwear went unsold on Halloween but the next day, with everything on clearance, they were picked up by a woman shopping for her family. The underwear then passed to her seventeen year old son, Rory.

“Mom, these things aren’t real underwear!” he complained.

“They’re just as good and I haven’t done any laundry so you’re wearing them today,” she instructed.

“Lame!” he complained before marching upstairs.

Rory was the oldest child of a family of five that was barely scraping by. He was thin, with outdated glasses and older or used clothes, which very often got him picked on at school. Even with it being his senior year and just a couple weeks left in school, bullies were a daily threat.

That day was no exception.

While walking down the street to school, only four blocks away, Rory had his head down and was hoping for the best. That’s when he was suddenly intercepted by two of his regular bullies, Todd and Jeff.

“Well if it isn’t Rory. You know, you should watch where you’re going. You could… trip!” Jeff teased before pushing Rory partially down a dead end alley.

Rory got to his feet and tried to run only to realize that, as mentioned, it was a dead end. He turned and faced the bullies, both technically a year below him, with a shaking scared body.

“I don’t have any money,” Rory tells them, knowing sometimes they would go for that angle.

“Well duh. Your family is poor,” Todd said harshly. “We’re just gonna fuck with you a bit, that’s all.” He then went to punch Rory in the arm but the boy was smart enough to move out of the way but that’s when his back came up against the wall.

‘Oh shit, I’m so screwed. I have no way to fend them off. I’d kill for mace right now,’ Rory thought as he underwear started feeling warm.

As the two kids approached Rory, the boy felt a tingling feeling in his taint that he couldn’t quite explain but at first tossed it up to nerves. But as the boy started to shake in his shoes, he felt a strange dripping down his inner thigh.

A moment later and Todd raises up his hand to strike down on Rory when, in a state of panic and fear, the boy feels a spraying down his pants and within seconds, a pungent odor fills the air. Todd’s fist immediately wavered while his nostrils breathed in the stink.

“Oh jeez, what the hell is that smell?” Todd asked Jeff. For his part, Jeff was more so noticing the wet stain down the front of Rory’s pants. Then the smell hit his nose then and the boy’s face screwed up.

“Dude, it smells like a skunk just died in here,” Jeff complained as he covered his nose with his arm. “And Rory pissed himself!”

“Oh dude! Gross!” Todd said when he saw Rory’s stained pants.

Standing there, Rory knew he didn’t piss himself but the stain and feeling of wetness was there all the same. Rather awkwardly just after, Rory could feel his cock starting to harden for some reason while his balls hurt somewhat.

“Fucker is getting off on it too! Dude, let’s book it and just tell everyone in school what just happened,” Jeff said, pulling Todd back before both took off down the alleyway.

This left Rory with a few inches of erection and smelling like he was drenched in skunk juice.

“What the hell is going on?” he asked himself as he suddenly felt rather faint. He stumbled as he tried to walk down the alleyway and knocked over a trash can in the process. He was vaguely aware that he needed to get to school but also knew something was wrong with him.

Finally pausing to catch his breath, he soon felt himself on the verge of an orgasm as his cock felt stroked by some internal fury. When he did cum, he looked down and saw the peak of the tent in his pants oozing with cum as his body kept pushing more and more out. Soon this had his balls shrinking as a small opening behind the testicles had started to form just below his asshole.

Rory was then looking around, to make sure no one else saw him though it wouldn’t matter since once he got to school, the embarrassment will be complete. No way the skunk smell would come off and he didn’t have another pair of pants or underwear. He wished he didn’t have to go in that day so badly.

Of course the underwear warmed again and soon the bulge in the front of his pants dissipated. So relieved was Rory that he didn’t take notice that his cock was shrinking more than he would have liked. Down and down it went until the member completely disappeared into the growing folds that had already pulled in his balls. It was undeniably a slit, though Rory was too taken but what was happening to his hands to notice.

There was something growing on his palms that appeared to be a soft pad. Also, his fingers seemed slightly more stubby that he remembered. Turning his hand over, his nails were starting to get longer and more pointed, as something was definitely happening to the boy.

He started breathing faster as a feeling at the base of his spine started to build up considerably. Gritting his teeth, Rory tried to ignore this feeling but found it nearly impossible to do so. Reaching back to his pants, he pulled them down just enough so his tailbone was showing and then he felt around until, as he had hoped wasn’t the case, there was a small nub growing there.

“What the hell is this?” he asked himself as he clenched his hips together. When he did so, while his forming cunt was still numb, he figured he still had his manhood. Only he didn’t feel anything when he put thigh to thigh. This started his heart racing.

A pain in his lower abdomen caught him off guard and caused him to double over with his arms around his stomach. He groaned in pain while the growth at the base of his spine start to snake out and get longer. It was now that Rory started to perspire quite profusely, with him finally relenting and pulling off his t-shirt.

“What the fuck?” he exclaimed the moment he looked down his torso.

He had grown several nipples down his body and even his own looked like he had a small B cup going. He lifted his hands to cover himself and felt the sensitivity of his own nipples.

Letting his hands slide slowly down his sweat slicked skin, he felt the rub of hair just above his waist. When he looked down at it, he saw what looked liked white fur growing up from his crotch.

“What the hell is happening to me?” he asked the empty alley.

Stumbling, Rory now thought about getting help. He was obviously very sick and needed it. As he emerged from the alley he suddenly felt a haze coming over him that clouded his vision somewhat and dizzied his mind. Walking into the street, he was lucky that no cars were coming as he made his way across safely before collapsing down a small embankment to the edge of a creak.

Coughing up dust and grass, Rory got to his wobbly feet and tried to gather himself.

“Help,” he said, his voice sounding somewhat raspy and muted.

Another dose of dizziness and for some reason, Rory’s pants get looser. He has to grab the waist to keep them from slipping and even then, his hands feel smaller too. Nothing was right and as he struggled to stay standing.

He looked back again at what clearly a tail and saw it nearly fully grown, with black and white hairs sprouting up and down in, leaving the boy still lost as to what was happening to him.

It was as his head began to hurt that Rory thought to go to the water. Crawling on hands and knees to the water’s edge, he peered over the side. Whatever he may have been expecting, he was way off as both his ears were looking pointed and his nose looked black too.

He winced and closed his eyes as a pain in his face centered around his jaw and caused it pull out somewhat along with his nose. When he opened his eyes again, his glasses were slightly askew and he had the beginnings of a snout.

“Help!” he cried out as loud as good which, due to lungs that were shrinking, fell on deaf ears.

Reaching up to his hair, he pulled out clumps only to look at them, dumbfounded, as to what he saw. All over him, black or white fur was pluming and his tail was really starting to look like a proper skunk’s. Rory was too tired to even turn his head to see his new growth in all its glory.

Scared, he let out another spray that stained the underwear even further though they were just about ready to slide off the boy’s thinned hips.

His feet and hands more closely resembled paws now and there was no denying he was shrinking, with over half of his height having been lost. His legs were now somewhere lost in the folds of his jeans while his arms cranked and shrunk.

‘This can’t be happening. I’m turning into some kinda of… of… animal… no,’ he thought more loosely as things were getting harder to piece together in his head.

He went to speak again but was startled when he heard the noise come out of his mouth like a growl. In his shock, he sprayed yet again, this time with his ass finally free of the underpants. The smell again was prodding at his nose and it was distinct.

‘I’m becoming a skunk,’ he realized with his face pulling out and skull getting smaller. His glasses fell off his face and to the ground at the edge of the creek. He wouldn’t be needing them anymore.

The bones of his spine bulged and shrank and got smaller, reducing his overall size more and more until the fur was left covering most of his body and he was barely larger than a large dog.

“Gross,” he heard a female voice say from on high. He looked up the embankment but couldn’t see who it was with the rising sun at the person’s back. They came down the hill at a more controlled rate than Rory had and upon reaching the bottom, immediately brought their sleeve up over her face.

Jessica wasn’t anyone that Rory recognized and he could only wonder as to her purpose and if she could help him.

“Yuck. Why did you have to do skunk?” she asked as she came closer to Rory but with a lot of trepidation.

Rory could only continue to wince as his body shrunk and changed more and more until, at last, the former seventeen year old was now a fluffy female skunk.

Jessica came near and picked the animal up by the tail. Averting her nose, she tossed him over the creek and into the wooded area that was there.

“Good riddance,” she said, kicking the clothing into the creek to be washed away, including the shorts. “I’ll never get the smell out of those,” she sighed, leaving the site for good while a new skunk finds her way in the world.

She returned to the witch in charge of her particular coven with the results of her meddling and was rewarded with yet another rank in the society. Jessica was over the moon while her victims lived out their wild new lives.