"Dammit Rex, not again!" Cheri shouted, her white lab cocking his head in confusion. Reluctantly, the 40 year old mother of two slid out of her bed. Once again her dog needed late night "walkies". She stretched her petite 5'3" frame after putting her favorite book down and slipping out of bed. She lived alone after the divorce and her twin girls were with their father for the week in the city. Cheri glanced at herself in her full-length mirror and sighed. She hated 40, and didn’t like the way she looked in her silk pink nightie. Standing there pulling her shoulder length blonde hair into a pony-tail, she looked herself up and down. Crow's-feet had formed around her big blue eyes, wrinkles here and there and everywhere, her small breasts already sagging after motherhood, and varicose veins on her legs, all added up to a depressing sight in her mind. To others she was in great shape, thin (perhaps too thin), athletic, and pretty for a woman her age - to teens and twenty-somethings she was a MILF. But her own opinion was not so good. Rex’s whine snapped her out of her reverie. She hustled downstairs with the dog, grabbed her zip-up hoodie by the garage door. She glanced at the time on the microwave and saw it was well after midnight.

"Damn you, Rex, you are lucky it’s Friday night," she said as her and the dog left the house. Cheri didn’t bother to leash Rex since they had moved out to the countryside. She had always wanted space to roam and, after the divorce, she built her own house miles from town to get away from it all. Since she worked at home often in her sales position, it was not a huge deal. She liked the fact that her nearest neighbor was a mile away. Living near the forest preserve was also a bonus since she loved nature and hiking. Despite the somewhat rural setting, she did not like letting Rex walk alone as coyotes could drop by and Rex was not a young dog.

As they leisurely walked down her long driveway, Rex did his business and Cheri marveled at the huge full moon overhead. It was a beautiful fall night, if not a little chilly. Cheri pulled her hoodie tighter as a cool breeze washed over her.

"C’mon Rex, let’s go back inside, it’s getting co.." SNAP! Cheri froze as she heard the noise coming from the forest. Suddenly, the large trees seemed much closer to the driveway than they usually did. Before she could do anything, Rex barked and charged in the direction the noise had come from, into the dark woods. Forgetting her fear, she charged in after her dog. The moonlight illuminated the woods somewhat but as she ran after Rex’s barking she began to get nicked and cut by small branches. On and on they ran, the dog clearly on to something. Cheri was becoming disoriented in the woods, losing her sense of direction. As she tired, she fell behind her old dog and soon came to a stop in a small clearing. Once again, she looked up at the moon that was casting a bright glow in the opening. Then she caught sight of a movement on the other side of the clearing. It wasn’t Rex.

Cheri’s jaw dropped as she gazed at the figure across the clearing. Even in the moonlight, she could see it was at least seven feet tall, all black except two glowing yellow points where its eyes were and the white fangs where its mouth was. Terror gripped her, but before she could move, the beast charged her impossibly fast. It knocked her down and was on her before she knew it, all fur and fangs and...breasts? She struggled to move the huge monster off her, but cried in pain as its fangs found her forearm. Her blood streamed and she knew this she-beast was going to kill her. Just then, with a bark and a powerful lunge, Rex hit the beast on its side, knocking it off his master. Seeing her opportunity, Cheri leap up and bolted blindly into the woods. Seconds later, she heard a sharp yelp, then silence. She shed tears for her dog and her desperate plight, but did not hear any pursuit. Regardless, she didn’t stop until another clearing, and only then because she was getting lightheaded. Blood loss, she thought as she stopped to check her wound. Sweat was pouring off her as she stripped off her hoodie. She looked at her arm in the moonlight and was stunned. She could clearly see the large bite wound in the moonlight, but it stopped bleeding and grew smaller and smaller until it was gone. In fact, all her nicks and bruises had also healed.

"What the fuck," she mumbled and glanced up into the big beautiful moon. A sudden searing pain gripped her stomach and within seconds it felt like her blood was on fire. "Ooooh, God!! Oh, God!" she cried, doubling over in pain. "What the fuck is happening?" she mumbled through clenched teeth. Straightening her back with her arms at her side, she felt something in her breasts. She looked down to see her rock-hard nipples protruding through the thin fabric of her nightie as her tits began to swell. Soon they strained the fabric of her nightie as her cleavage grew. From A past B and C to D cups, her massive breasts grew until they were barely contained by her nightgown. The fire continued as muscle began to grow on her thin arms and her abs became hard muscular rock.

"Aaaargh, what’s happening to me? Please someone HELP!" she shouted as she unclenched her fists. Gaping at her hands, she watched them grow, palms expanding and getting puffy, fingers lengthening. With a shriek, she saw her fingernails burst apart and long vicious claws ooze out until they were two inches long. She dropped to her knees as her backbone cracked and lengthened, her spine clearly visible through her skin and nightie. Huge muscles formed on her back in the shoulders, stretching the unfortunate nightwear to its limit.

"Please," she pleaded to nobody. "I don’t want this," she whimpered as she stood again. She was answered by fire running through her legs as muscle built on muscle. With a loud rip, her tattered slippers burst off her feet and her toes lengthened and claws cracked through her nails. More horrible crunches followed as the arch of her heels stretched farther away from the balls of her feet. Soon, she could only stand with her heels elevated as her shins grew powerful muscles. She glanced up from her deformed body to see the she-beast on the other side of the clearing, gnawing on the remains of Rex.

For some reason, this did not bother her at all. She felt no need to run. In fact, she felt something else, seeing her erstwhile pet being eaten...HUNGER!

"No, please, not that," she thought briefly, then fatefully, she glanced once again at the moon. Suddenly, new thoughts stormed into her head, evil thoughts, lust, hunger, blood, hunting, transforming, killing. Bloodlust gripped her and her metamorphosis continued. With a feral shout, she shredded the remnants of her nightie. Cheri looked down at her huge tits glowing in the moonlight and began to fondle her hard nipples with her claws, it felt exhilarating! She wanted completion. She cherished the pain as she grew even taller, drooling as she admired her arms and legs becoming more muscular. She ripped out her pony-tail as her hair became mane-like. Soon, white fur blossomed all over her body. She was panting heavily now, greedily awaiting the final transformation to the powerful beast she was becoming. A clawed hand found its way to her dripping pussy as the other caressed a furry tit. She felt a twinge at the base of her spine as a tail bloomed forth. The fire then rushed to her head.

"Finish me!" she growled in a much deeper timber than her human voice. She tasted blood as her canines grew into ungodly huge fangs and the rest of her teeth sharpened. Her ears lengthened and uncurved, growing up through her mane. She clenched her eyes closed and balled her fists as pops and grinding noises started in her face. Painfully, slowly, her upper and lower jaws began to lengthen. Twisting her head in glorious agony, her face pushed out into a wolven muzzle, her nose turning up and going black. Her eyes popped open, glowing amber in the moonlight. Clenching all of her powerful new muscles, the she-wolf bellowed a blood-curdling howl into the night as she came in orgasm.

The beast that was petite Cheri now stood seven feet in height, covered in white fur, from the large ears at the top of her head, on her huge breasts and muscled body, to her bestial feet. Her huge feet and hands were armed with razor sharp claws. The beast had a three foot tail at the base of its muscled back. But her face was a thing of nightmares, all huge fangs, drool, and evil, amber eyes tinged in red. Cheri-beast never felt more alive. Her creator had sauntered over to her new pack mate. The dark she-beast caressed Cheri-beast’s large tits and licked them. Cheri was in ecstasy. Soon the two she-beasts were in a bestial 69, lapping at each others pussies until the both howled in orgasm. Soon they were off on the hunt to quench the new werewolf’s hunger.

Cheri awoke on her patio, naked. She remembered everything and was instantly wet thinking of her transformation, beastly sex, and the hunt of last night. She glanced at her naked body, noticing much more defined muscles, her breasts were a little bigger and more firm than a seventeen-year old’s, her blond hair cascaded past her shoulders, and all her wrinkles and varicose veins were gone. Most of all, she felt powerful and cruel. She felt nothing for her canine companion that had given his life during the night, nothing for her children or family. All she cared about was transforming and killing again, and the lust that burned through her. She was distracted as a figure next to her moved. Lying there was a gorgeous twenty-something woman, totally naked. She had raven black hair down to her ass, perfect olive skin, full lips, stunning hazel eyes, and D-cup tits with darkish nipples. She was clearly of Greek descent. She rested on her elbow as she smiled at Cheri with perfect teeth.

"My name is Karissa. You know I was going to kill you last night," she cooed lustfully. Cheri smiled her now-perfect grin.

"I am so glad you didn’t, mistress," Cheri replied, jumping on Karissa and sucking her huge nipples. Wrapping her legs around Cheri’s, Karissa engaged her new lover in a deep french kiss. "I think this is the start of a great partnership," she giggled as the two werewolves lost themselves in lust.