A cold breeze blew through the large zoo, Corey zipping up his denim coat to keep warm. It was getting late and the twenty one year old knew that they would be closing shortly.

Of all the animals at the zoo, the lions were always his favorite; he very much enjoyed their grace and beauty; he could stand there for hours watching them. He had arrived late and hadn't yet been able to see them because of crowds. With the zoo closing shortly, he knew he didn't have much time and quickly rushed over to it.

Arriving about ten minutes later, he was pleased to see the crowds thinning out. It was getting dark, the sun having since set. He wasn't sure he'd have much time to view the lions and was annoyed at himself for not having going sooner.

Leaning against the guard rail, he simply stood there watching the lions as they ran and played in the compound. They appeared very peaceful and carefree, truly enjoying living without the worries of getting a job or having bills to pay; Corey couldn't help but envy them.

Totally lost in the joy of watching them, his semi trance like state was broken when someone tapped on his right shoulder. Slowly standing up, Corey turned around to see a man of well above average stature clad in a blue suit. Looking up at the man, Corey half expected he was a security officer here to escort him out of the zoo.

"I'm sorry," Corey started, looking at his watch, seeing that it was half past nine. "I completely lost track of time, didn't mean to stay past closing."

"That's not why I'm here. I've observed your adoration of the lions and wonder if you'd like to meet one of them," he said.

A huge crossed Corey's face; this was like a dream come true! This did seem to good to be true and he was a bit suspicious. However, his desire to see a lion up close and trusting nature overruled any skepticism.

"I'd love to!" he very enthusiastically answered.

"Excellent, I'll show you to the habitat," the man answered. As they started to walk, he turned his back, "by the way, I didn't get your name."

"I'm Corey; Corey Schwartz," Corey answered.

"My name is Anthony Jackson, but you can call me AJ, pretty much everyone else does," the man said.

They walked along the lion habitat, eventually coming to a small brick building with a green metal door with a 'staff only' label above it. There was a card reader to the right of the door and Anthony reached into his right breast pocket, pulling out a card and swiping it to unlock the door.

Opening the door, he led Corey into the building, down two flights of stairs and into a large room well lit with several couches on the left wall and a few lockers and doors on the right. The feature that Corey noted the most was the prominent metal door at the end of the room, presumably the door that led into the habitat.

"Now, before we continue, I have to be sure that you really do want to see the lions," Anthony asked.

"I do," Corey responded.

"Great, so would you rather see a male or female?"

"I'd love to see a lioness; they're so gorgeous and playful," Corey responded.

"Excellent, sit down and I'll arrange for that," Anthony said.

Corey sat on the leather couch closest to the huge metal door while Anthony walked over to a sink to get Corey a glass of water. Corey wasn't really paying attention to him as he was far too excited about seeing a lioness. In fact, Anthony startled him somewhat when he returned with the glass.

"Would you like a glass of water?"

"Sure," Corey answered, gladly taking it. He quickly drank it down, noticing it had a sort of berry taste to it. Far too excited about seeing the lions, he dismissed it as he finished off the glass and relaxed, giving the glass back to Anthony.

"I'm going to get some food for them; wait here," Anthony said as he walked towards one of the doors on the opposite wall, quickly opening it, entering the room and closing the door behind him.

Corey sat there waiting for what felt like an eternity and was growing concerned. He might have gotten up to check on Anthony if he wasn't feeling oddly itchy, warm and slightly queasy.

It started with him developing a cold sweat, quickly leading to a tingling and pulling strange sensation as the base of his spine. Things got strange when he felt the skin tearing as his spine started to grow! Laying on his side on the couch, he cringed as he felt it getting longer. The back of his shorts soon felt very confining, something in his head demanding he take them off. It was almost like a voice in his head that was still part of his own consciousness; as if he were trying to convince himself of something; like he were talking to himself but responding automatically without thinking.

"But, I'm in public, I can't just take my pants off!" he responded, not really talking to anyone but as his way of addressing the urge.

"Come on, take em off, no one will know," it said, beckoning him to remove the shorts. By now the extension of his spine was painfully pressing against the base of them, creating a small peg. He knew that something was going to give at any time. Giving in, he unbuttoned and pulled his shorts and briefs down his legs, quickly stepping out of them. With that, it could continue to grow until it was nearly two feet long. Corey could feel the leather of the sofa touching this new extension of his body and when he turned his head to see what it was, he was greeted with a sight he'd have never expected to see; attached to his body was the tail of a lion!

"Okay, that's not good; I said I wanted to see a lion, not become one!" Corey said. There was of course, no response. The tail was not the only change his body would undergo, merely it was a harbinger. Like the image on a camera coming into focus, this would be clarified when an itching and warmth slowly but surly overtook his body. Fur, a golden yellow on his appendages and sides and pearly white on his chest sprouted all across his body. Warmth like nothing he had every felt before nearly overcame him. Since he was already naked my the waist down, he removed his jacket and tee shirt; he had a feeling he wouldn't be needing them for much longer.

As he threw the clothes to the ground, he could better see the extent of the fur growth; his skin was becoming less and less visible by the second; he knew that soon a pelt of fur would cover the entire surface of his skin.

"This is ... impossible! This isn't what I wanted!" Corey yelled, looking around for any sign of Anthony's return, "Come on where are you?" he yelled. There was no response.

Again, a call from the feeling in his mind came; this time seeking to soothe him. It was a strange feeling, as if he were trying to sway his own opinion. But it was also rather confusing, like he was talking to himself but his other self had a mind of its own.

"Don't fight it, enjoy it; embrace the new existence you're being granted. This is a gift few humans will ever get to enjoy; you know it's what you want; now you can be with the lions all day, every day," it said.

The fur now nearly complete in its growth, Corey was shocked to say the least when he realized the voice was right, he did want to be able to spend time with the lions; spending time with them as one of them wasn't exactly what he had in mind but the idea of it was strangely appealing.

Next came his feet; they started to ache; he could feel the bones shifting, molding into their new form. He quickly untied and removed his shoes and then his socks. As if thanking him for freeing them, his feet felt relaxed. Corey simply sat there, watching his feet grow thicker, his toes growing far wider, but shorter. Huge claws developed; claws adapted for tearing flesh, the claws of a carnivore. As his feet were just about finished, his legs felt stronger, he could feel them getting thicker, muscles developing as if he'd been working out for months. While they lost some length, the difference in height was up for when he felt his ankles shifting upwards. He knew what was happening; he was becoming digitigrade.

It was a strange sensation having ones feet and ankles change so that his weight was mostly concentrated on his toes; despite the oddity of the feeling, he knew it would give him faster running ability and more agility. He couldn't help but stand, feeling slightly off balance. He petted his legs, enjoying not only the feel of the muscles and soft warm fur but of being touched. Without really realizing it, he was beating his tail back and forth.

His groin soon felt strange, a warmth and tingling overcoming it. He could feel the bones moving around and his legs appeared to be shifting; getting ready to move to the sides of his body; the position of a quadruped. This however didn't prepare him for what he felt and saw next. His manhood, the part that made him a he, was shrinking.

"Wait a second; I'm a guy, I'm supposed to become a male lion, not a lioness!" he protested.

The voice again sounded, perhaps as if to comfort him.

"But Corey, they already have a male, they don't need another," it said; Corey's manhood was getting much smaller, his testicles moving quickly upward, eventually into his groin as it expanded for the new organ that was about to be created. Corey breathed deeply, terrified at the prospect of no longer being a he. "it's okay Corey, it won't be so bad, it'll be fun; don't flight it; enjoy it, it'll will make the process go much easier." Corey could feel his testicles moving upwards inside of him as a new organ opened up within him, he knew what it was but was in denial; even as his penis was getting increasingly smaller until looked much more like the female equivalent that it would soon be, he refused to simple resign himself to being a she. "You won't have to compete for mates now and lionesses are very playful, like a big kitty cat. Enjoy it, let go, don't be afraid to enjoy this gift." Soon, a small slit appeared on his groin, nothing down there appearing even remotely male. It seemed Corey had no choice but to resign himself to being a she, but why did it feel so right and so good?

His or more so; her legs were still moving; her hips changing. Soon, her legs were at the sides of her body. Her center of gravity began to change and she soon found herself forced into all fours. While she wasn't yet fully formed, the position was a bit awkward, but she knew this would soon be corrected.

Her torso was next; she could already feel it changing; getting rounder and stronger. Her ribcage slowly expanded; her internal organs changing and shifting somewhat into new positions. It was a strange sensation and made her feel somewhat queasy. She moaned a bit from the discomfort but knew that it was worth it and was a necessary part of this remarkable change her body was undergoing.

Soon, her torso was complete; the torso of a lioness. The final changes to it completed as two pairs of teats appeared below her nipples, her human ones darkening as they became teats.

Finally, it moved to her arms and she couldn't help but smile as they thickened as her legs had. As it reached her hands, her wrists became ankles, shifting upwards as her hands thickened. Claws grew, pads developed and the arms, now nearly forelegs shifted up to match the digitigrade stance of her rear legs. Her tail was beating back and forth the entire time. It was soon complete, her arms were no longer arms but forelegs, she was truly a quadruped.

Her human head and face were still largely intact, albeit with lion fur. Her necks alignment had her looking down at the ground; that would soon change.

The wave of change soon spread to her neck; it began to thicken and strengthen as the bones in it slowly realigned. She had to close her eyes as it was quite painful; her head literally changing position on her neck. She didn't know how she could survive such a procedure; normally such a shifting would be something she'd expect to be instantly fatal; yet somehow, the entire time she was safe; while it was painful, she felt a reassuring sense she would be okay.

The shifting lasted only a few more seconds before it stopped. Opening her eyes, she found herself looking forward. All that was left was her head. Feeling it moving up to her head; she could feel her skull start to reshape and again felt fear. The voice came back to reassure her.

"Almost done Corey; just this one last part and soon you'll be a lioness," it said.

"This is scary, I'm gonna be an animal! What if I lose myself to this? I don't want to lose who I am!" Corey cried out.

"It might be tough at first to control the instincts and mindset of the lion but once you adapt you'll come to enjoy them as a guide in the ways of your new form. Embrace this new existence, I know you want to let go, don't be afraid to," it said.

"I'm going to be a lioness; it is pretty cool now that I think about it," Corey said.

Her jaw started to ache and felt warm as she felt it expanding along with her nose into a powerful muzzle. She also felt her tongue thickening, becoming rougher. As her jaw expanded, the wave of change moved up to her eyes and ears. She found herself closing her eyes just before they started to change. Her ears tingled, moving up her head as they became rounded. With the changes to her ears came a wave of sounds; her hearing greatly enhanced; giving her access to a part of the world that was previously unknown to her. Her muzzle was just about done and as it finished, she couldn't help but run her tongue over her sharp new teeth. Her eyes felt natural now and she opened them to literally see that her eyesight was considerably better. Blurry objects were now crystal clear; her sense of smell was also much better; she could smell the other lions and the humans that had been in this room. Her own human scent now seemed alien to her; as if it were an existence that was no longer hers.

Final changes were made to her body as her black human hair fell out, leaving only lion fur at the top of her head and her vocal chords changed. It was done, she was a lioness.

For several minutes, she simply stood there taking in the scents and sounds that her newly enhanced sense allowed her access to. It was incredible, like experiencing a whole new world right within the room. She could feel new instincts and thoughts emerging; she felt powerful and freed. Turning to face the large metal door, she wanted to go and be with the lions, she wanted to play with them and truly be one of them.

To her left, she heard someone walking up to her. She turned when she felt him touching her back, gently petting her fur. It was a pleasant sensation, although she had to admit she felt a bit exposed being seen without clothing. Her instincts and mindset however, were becoming more lion by the second, making such concerns seem pointless.

"Welcome to your new life Corey; hmmm that name doesn't sound right for a female lion; how about we call you Leona?" he asked.

Corey or more so Leona found his words making less and less sense; she simply wanted to be with the other lions now, she didn't care about human speech or human worries. She found herself walking up to the large door, pawing at it.

Anthony walked over to the side of the door and pushed a button to open it. Leona walked in as door was open enough to allow her to fit. Inside was a small room with another door, like an airlock. As she walked in, the door closed behind. She waited impatiently for the second door to open and when it did, she quickly ran out into the habitat.

She was almost immediately greeted by a trio of lionesses; it was a very exciting experience for her, she was finally getting to meet them. Her first thoughts were of fear when they started walking around, sniffing and pawing at this latest addition to their habitat. She sniffed back at them, taking in their scents, each unique, yet somewhat similar.

Leona felt very strange mentally, instincts were flooding her mind and her thoughts were getting simpler by the second. Human worries felt distant, as did human responsibility. Any and all feelings of doubt over her situation quickly vanished; she was one of them now. When one of them rolled onto her back, obviously wanting to play, Leona quickly joined them. She pounced on the fellow lioness, her human thoughts and memories seemed to fade; soon, she was operating purely on instinct and emotion.


It was a dark rainy day when Leona woke up under a group of trees sheltering her and the rest of the group from the rain. She felt different today; for the first time in she didn't know how long, her thoughts were clearer and her memories were coming back. Since that fateful day when everything went fuzzy, she had brief flashes of memory but never really understood them.

Now, everything was coming back; Leona could remember who she really was. How long had it been, she wondered. She thought hard to remember the events since becoming a lioness. It was all a little foggy; her thoughts while a lioness were much simpler then a human, she operated much more on instinct and emotion.

She got up and started walking around the enclosure; her instincts were still a part of her and it seemed that she knew how to be a lioness; if she wanted she could stay there and would be just fine. However that didn't seem right; as the rain beat down against her fur, she knew she had to get out of there.

She tried her best to figure out how she had been there; she tried to remember days, feedings. While she couldn't be certain, she seemed to have been there for at least a few weeks. Closing her eyes, she tried to remember more of what she felt was the past few weeks. She remember playing with the females, she remember eating the food being served, raw meat. She hadn't of been embarrassed at being seen by humans seeing her not wearing any clothes; not to mention playing with the other lions, even the male that lay at the center of the group. Something about him felt strange to her, an odd closeness. She really didn't want to think about what she might have done with him; she had been a lioness not just in body but in mind for who knows how long; if she had behaved like a lion, there was no telling what she might have done.

She approached the walls of the enclosure, looking up. They were far too tall for her to jump over. However, if one or two of the other lionesses acted as a step latter for her, then maybe she could manage it. She wasn't sure she truly wanted to leave, she remembered that it had been fun being here but she knew she had to get away, she had to tell the world what had happened to her.

Walking back over to the group, she managed to wake two of the lionesses. They seemed annoyed that she had woken them; their body language saying that they didn't want to play at the moment. Leona pawed at then, looking towards the wall of the enclosure. She motioned her head in a way to tell them she wanted out. They looked at each other then back at Leona. She wondered if they had been human before as she had; perhaps their minds were still lion or perhaps they had been here long enough as to have adjusted to this life. For a few seconds, she seriously considered laying back down and staying with them, forgetting about escaping. She soon realized that she couldn't do it, she couldn't just give up. She again motioned towards the wall before walking towards it. Much to her surprise, the lionesses followed her; perhaps she would escape after all.

When they reached the wall, Leona stood on her hind legs, propping herself up against it as the others watched. Getting back down, she walked behind them, motioning towards the wall.

Much to her elation, they both walked over to it, the first standing against it and the second one standing on top of her. With a grin of her face, Leona carefully climbed onto the second lionesses back. With that, she was able to carefully hoist herself up high enough to grab onto the ledge. Carefully and quickly she pulled herself out. Once on the ledge, she walked towards the glass barrier a few meters away. Turning back, she looked down into the enclosure; the other lionesses were looking up at her, clearly they didn't want her to leave but she could also sense that they knew she used to be human and wanted to escape. Slowly, she walked towards the glass barrier, easily able to run up and jump over it.

She could smell a wooded area not far from the zoo; it was a place she could hide until she figured out a plan. At the very least, she'd be free. With that, she ran as fast as she could in the direction of the woods. With her sense of smell and hearing, avoiding the humans was an easy task. She soon found self at the wall surrounding the zoo. It took quite a running lead, but she was able to leap over it and into freedom.

Running as fast as she could, she ran into the woods. It was cool with the rain, and the smells of the trees, soil and various creatures that inhabitant them nearly overwhelmed her. Never before had she experienced the wilderness like this. Unfortunately, she didn't exactly have the time to play tourist, she had to find shelter and source of food and water. Slowing down, she looked and sniffed around for both.


Two weeks had passed; Leona had managed to find a cave for shelter. She had so far been successful in hiding from the search teams that were looking for her. A few days ago, they had given up.

Unfortunately, she couldn't stay where she was. The climate was too cool for a lion to survive in the wild; squirrels and other rodents could not sustain her and her belly was getting bigger. Memories of what she now knew was a month as a lioness had slowly come back to her over the past two weeks; she remembered being with the male, as much as the thought of committing the act terrified her, the fact that her belly was getting bigger made it hard to deny. She knew it really wasn't her fault; during that time, she was a lion in mind, her actions and thoughts that of an animal.

It was too late for regrets, it wouldn't be long before she'd have a cub to take care of. She didn't know what to do; she could go back to the zoo but that really wasn't an option she wanted; freedom was what she craved. There was only one option; she'd have to find a cargo ship destined for Africa, board it and run into the wild once it arrived at its location. Fortunately, cargo ships often sailed from the port in her town to Africa, so it was simply a matter of finding one. While the plan seemed far fetched, she knew that it was worth it.

Walking out of the cave, she sniffed the air as best as she could. It was a sunny day and the air was clear. As best as she could, she tried to smell for the ocean. She had to walk for several minutes to find it but in time was successful. She had no idea how she'd get on board a ship headed for Africa undetected, let alone find one but realized she had little choice. With that, she started walking towards the ocean; freedom could be ahead after all!

The walk was long and arduous, the closer she got to the ocean, the harder it was to avoid being detected. The forest eventually thinned out and she found herself on a main street in a residential neighborhood. The town was fortunately not too large, the zoo servicing several towns and cities in the area. Unfortunately, there were houses all over the place and it was the middle of the day; she knew that she couldn't exactly pass as a housecat or dog; anyone seeing her would immediately recognize her as a lioness.

For a short while, she considered finding a news paper or television building, hoping to get on the news and tell the humans about who she really was and what had happened to her. There was a problem however; she couldn't speak and by now it was over a month since she became a lioness. She thought of herself as one, noting how she refereed to people as humans rather then thinking of them as her species. She was also used to being a lion, knowing that if captured that she'd end up back at the zoo; finding a cargo ship seemed her only chance.

As she snuck through the streets, she was starting to feel she was being watched. She knew that in the day she'd have almost no chance of getting to port undetected so decided to hide and wait until nightfall to make the trip. There was a smaller wooded area not far from her current location that she could hide in.

The wind blew, brining with it the scent of humans, she knew she had to move quickly as she could also hear them closing in. Getting off of the main road, she ran into a residential street. Since it was the middle of the day, many people were at work or school, at least giving her a half decent chance to avoid detection.

She had to wave in and out of parked cars and use bushes as cover. On several occasions, dogs in bark yards would bark at her and she even saw a few housecats out wandering. Leona was tempted to go and rub up to them as they were in many ways like her cousins now. She however, resisted the thought, knowing that doing so would likely mean detection.

While walking, she could smell cooking from peoples houses, most likely lunch being made. A part of her wanted to pay some of those houses a visit and sample what was being made but she knew that was impossible. Despite her hunger, she would have to be satisfied with eating squirrels she could catch for now.

Eventually, she reached the forested area, entering it. The shade provided by the trees was a welcome relief from the warm sun and openness of the street. Sniffing around for a spot where the human smell was weakest, a tactic she hoped would result in the least chance of being detected, she found a nice open ditch. Climbing in, she lay down and closed her eyes. The soil was damp and relaxing and she soon fell asleep.

When she awoke it was night time. Her excellent night vision allowed her to see everything quite clearly and she gladly used it to take a look around. It was dark and the moon was high in the sky. Leona couldn't hear any humans and knew that she had to make the best of her time. If she could get to port under the cover of darkness, she might be able to get on a ship and hide on it. Walking into the neighborhood, she took one last look at it, if all went well, she'd eventually be in the savanna. She knew she'd miss her human life but also felt a desire to be wild and free. Slowly and quietly, she began making her way towards port.

She felt sneaky, walking through the darkened neighborhoods; she remembered walking through streets just like these as a human. Everything felt so different now, the smells and sounds were far more intense but that wasn't it; as an animal, her whole perspective was changing. She was remembering more and more of these weeks in the habitat; her thoughts we so simple yet care free. Her existence was easy and simple without the worry of bills or office politics. In the zoo however, she didn't have what she truly wanted, freedom. Looking around at the houses, cars and sidewalks, she no longer really felt part of here; it felt more like a part of a former life, a life that while she was kind of sad to leave it behind, she knew it was necessary and was looking forward to her new existence. She quickly quickened her pace to a graceful run, wanting to get to port as fast as possible.

Finally arriving, she heard the calls of gulls as they flew over the water, the ships rocking back and forth, the waves as they hit the shore and the occasional ringing of a bell. The gentle spray of the mist hitting her face felt strange. Seeing several ships docked, the was unfortunately unable to read any of the writing on their hulls; a sign that as she suspected, her human skills were slowly leaving her. Hearing people talking, she understood just enough of what they said to ascertain which ships were destined for Africa.

Carefully hiding behind crates and benches, she made her way towards the ramp of one of the ships she'd need to board. It was a stressful experience; she knew that if she were caught that she'd end up being captured and would likely end up back in the zoo.

There was a guard standing in front of the ramp leading up to the vessel she planned on boarding. She waited for him to move; for nearly thirty minutes, she stood there waiting patently and finally, the man took several steps away from the ramp for a smoke. The smell of tobacco was very unpleasant to Leona, almost enough to make her gag. She watched him carefully and when his back was turned, she bolted for the ramp, easily jumping over the gate blocking it. The ramp made a slight metallic clanging sound as she did forcing her to lay down to conceal herself when the man turned to investigate. Fortunately for her, he didn't investigate further and turned back, giving her the opportunity to run up it.

Within a few seconds, she was onboard the ship; she knew she couldn't stay above decks for long and quickly looked for a way into the ships bays. Again, she had to play a game of hide and seek to avoid the patrols onboard the ship; a game that was getting increasingly frustrating by the minute; she just wanted to get into the wild and embrace her new form, the last thing she wanted was to deal with this.

After some weaving in and out, she managed to find a door leading down to the cargo bays; it took a bit of effort for her to open it, but she was able to with her forepaws and standing on her hind legs. With the door open, she slowly walked down the stairwell and in less then a minute was in the expansive bay where she found some creates and hid under a canopy covering them. Tired from the walk and her lack of food, she closed her eyes and quickly feel asleep.

She later awoke to the sound of human voices, when she opened her eyes, she saw several humans standing around her. Terrified, she thought that it was over, that she was going to end up back at the zoo. Much to her elation, one of the humans walked up to her, petting her on the head (much to the others objections).

"Don't worry, we'll get you back home soon; I don't know how you got on here and made it all this way without us seeing you, but you'll be home soon," he said.

Leona smiled, it seemed they thought she had stowed away in Africa and were going to return her! They offered her some food and water and after they saw her belly, they were especially careful and nice to her.

Finally it seemed, she was going to be free.

She spent the next few days on route to her new home before spending a few weeks in a rehabilitation facility before finally being released into the savanna. As she walked into the warm sun, she felt at home. She walked for a few hours before she heard a group of lions; running to them, she caught up with and nuzzled with them as they welcomed her into their pride. Walking with them, she looked forward not only to raising her cub, but to her new life.