Pinning him down with her knees, a smile spreads across her face. The alarming sight of a phallus, now dangling in front of him starts to throb, as she leans over to him, and pushes her pelvis to his mouth. Reluctant to open up, she pinches his nose with her large cat paws.

"You will give in, and you will love it! Trust me!" she almost whispers, her other hand stroking her member. The alarmed and now desperate man gives, and gasps for air, to which she plunges her 6 inch cock down his throat with a gagging Noise, as she let goes of his nose.

“See? That wasn’t so bad now was it?” she says with a giggle, licking her paws which had her pre cum leaking onto it and then placing it on her own now soaked pussy. Moans of panic emanates from the man, which only serve to give a vibrating feeling, causing her pre to come out faster, lining his throat.

The man starts to notice an odd sensation as he starts to feel unusually relaxed but at the same time, aroused. “What’s this?” the cat says, in a smug tone, “It would seem like im not the only one getting off to this…” she says, moving her hand from her soaked pussy lips, towards the tent now forming in his pants.

But there was something else the man started to notice. He felt unusually healthy, as if he had never experienced any kind of pain in his body, and the slamming into the back of his throat turned into nothing more than raw, uncontained pleasure. The Cheshire, now with a constant smile, knowing its too late for him, releases his arms and swivels her body around to take a good look at his now huge cock.

The man realizing he’s now free, but internally he suffers a cognitive dissonance. He could try to escape, Throw her off of him and run away to call the authorities, or he could get even more enjoyment out of this. His mind screaming two different things, one to grab her ass and play with her pussy whilst she’s busy and the other wondering why he isn’t running away sooner.

With that though it mind, he felt a sudden jerking sensation from his mouth, the Cheshire was about to cum at any second! The Cheshire, now nearing climax rams her cock down his through that he struggles to breath. The semen pouring directly into his stomach felt stagnant and wrong, as he could do nothing he couldn’t help but feel humiliated.

The Cheshire slowly moves his pants down to his knees, as his member smacks her in her lust filled face. “Haah Haah~! It seems its already taking effect! Look at this thing…” She says, poking at something that surprised the man. He felt a pleasure he had never felt before, almost like a shock of lightning as she ran her fingers across something underneath his balls… no, it was where his balls used to be!

The man, now slightly panicked but in the heat of the moment didn’t notice, his hair had gotten longer, with highlights of purple and black. His arms, growing more and more feminine as the seconds pass, and his fingers, growing thicker and thicker, sprouting hair and claws as they become feline.

Even despite all these changes, he had this feeling that it was all ok, like it was meant to be. The Cheshire, now lapping at his erect and leaking cock starts to rib her new pussy. At the same time, she raises her hips up, to reveal two small mounds that had appeared on the man’s chest. Like waves of heat, he couldn’t help but put his new paws onto them, as they grew and grew in size, coming closer and closer into orgasm.

“Oh? Are you about to cum from your big, juice cock?” she says mockingly, as she puts her mouth over the head and sucks, as her paw moves to his shaft. Unable to handle the barrage of pleasure, and the wave of changes all over his body, he finds his paws pinching his now DD breasts, as a wave of cum is lapped up like batter by the seductive Cheshire, now shaking and lowering her pussy down to his mouth.

A sharp tingle happens in his crotch, as a bizarre and over stimulating feeling comes over him. He tries to double up but gets a face full of pussy, which in turn makes the Cheshire moan and leak. “Say goodbye to mr penis, and hello to a life of womanly pleasure!” the Cheshire said, in a seductive voice as his cock slowly shrank in size more and more, until it was nothing but a small nub, above his fully formed vagina.

The Cheshire slowly moves off of “him” as if to admire her work. “Hehehe~” she says childishly, “You will make a fine accomplice! Now spread that love that I showed you to others, I’m sure you will love it.”

The “man” now blatantly a woman, shaking and still in a mild orgasm is left shuddering on the flood. “Y-Yes… master.” She says, now with a big smirk of her own”