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Galactic Conquest 1: Reprogramed

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Written By: Misstresschange

Commissioned By: Ash Morgan

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“Cheers!" The three men rejoiced, clinking their full glasses together. Ash, Larry, and Rick leaned back in their chairs, taking the first sip of their frosty pints.

“Good lord, am I glad to have an extra day off," Larry said. “The chief's been running us ragged this month with that new ship's engine recalibrations."

“Ture," Ash cut in. “There's definitely a time crunch. But there's safe FTL travel without calibrated engines, and we depend on those freighters to bring goods from the core worlds." Ash cut in. “I don't mind it, as long as I'm still employed."

Larry scoffed. “Yeah, easy for you to say. You get to sit in a cozy chair in front of a computer all day. Must be nice working on the bridge."

“It's not as cozy as you think. I swear I'm getting back problems from hunching over all day." Ash shot back.

“Awe, boo-hoo." Larry teased, rubbing away pretend tears with his fists. “You've never had to exchange a fusion core or rerun plasma conduit. That shit's heavy."

Ash gestured to Rick with an open palm. “It could be worse. You could have Rick's job, scrubbing the reactor." The two looked to Rick, who sat down his beer after another sip.

“I don't know what you mean, Ash. I like it in there. It's peaceful. Plus, I can listen to my podcasts all day." He glanced at the other two with a content smirk on his face.

“You're crazy, man," Larry replied.

“Maybe," Rick admitted in jest. “But neither of you have been in those things, have you?" The other two shook their heads. “I swear there's nowhere quieter in the galaxy than inside an inactive dark-matter reactor. There's like this…complete absence of noise. It's something you'd have to experience to understand."

“You know what I'd like to experience?" Larry asked the others. “Actually, being on board one of these things when they go up there. You know? To see what space is really like." He sighed and let his head hang back, brushing a hand through his short blonde hair as he gazed upon the ceiling of the Crusty Comet, their local pub. “I bet it's incredible."

Ash looked down at the table. “Yeah, it would be nice to see Helios from its orbit someday. Too bad off-world tickets are so damn pricy. At least for us workers." Larry went back to his drink while Rick spoke up.

“Well, despite not having the means to travel on one of the ships, I can still appreciate our work. Without us, the colonies here on Helios just couldn't exist, and because of us, more people can settle here. More holo-vids for Ash, more 'honeys' for Larry." Rick finished his explanation by gesturing to each of his friends as he named them.

“Yeah, that's true." Ash conceded. Larry made a disapproving *psht* through the side of his mouth.

“Still, though. Would be nice." He grumbled. “I think you've been reading too many of those propaganda posters the municipality's got tacked up around here."

“Nah," Rick disagreed. “I just believe in the power of positive thinking. You two should try it."

Larry rocked his chair back on its hind legs. “I'm thinking pretty positive about our day off, that's for sure." He raised his glass. “Happy colonization day!" He cheered. The others half-heartedly raised their glasses, and then Larry downed every last drop in his. He belched and set his glass down. “Minerva's Landing rules! Best colony on Helios!" He heard an agreeable cheer from somewhere else in the pub accompany his boisterous bellows. Ash and Rick both looked away with embarrassment.

As Ash looked away, he gazed out the pub's metal shudders, designed to shield the brighter-than-average sun Helios orbited comfortably from view. His brow furrowed when he noticed the people on the street outside all gazing up in confusion. Some stepped back, away from wherever they were staring up at. Some began to run away. That was until a bright, iridescent light flooded everything outside, bathing the colony in a psychedelic shimmer.

Larry and Rick both followed his gaze out the window. “What is that?" Larry asked.

“Are they starting the fireworks early this year?" Rick added with his own question. Ash scanned the exterior of the pub. All the people had stopped moving, even those backing away or running. They all just stared up into the sky like zombies.

“They wouldn't do the fireworks at this time of day." He said. “It's too bright out."

The shutters prevented them from looking up where the shimmer emanated, so the three shuffled closer to the window, cautiously curious. That's when the front doors to the establishment burst open. A man emerged from the shimmering exterior, his eyes wide in terror and his skin pale in shock.

“Don't look into the light!" The man shouted, drawing the ire of the entire room. Ash, Rick, and Larry turned their heads to see the source of the commotion. “Don't look at it! They're taking people! Just run!"

The man got his obscure warning out just before something…snake-like…appeared from the light outside. It was black and sleek, like one of the power cables Larry had to haul around at his job, but tapered at the end instead of terminating in a titanium connector. It was nearly as thick, too, girthy enough to wrap both of one's hands around without connecting one's fingertips.

It approached the hapless individual slowly, like a predator stalking its prey. Then it sprung, lashing out and coiling around the man's ankles. The man began falling forward but was caught by another tentacle following behind the first. In a blur, it rapidly arched around to his face, latching onto him with its cup-like end. It fit perfectly over his frightened visage, locking on and holding him upright.

The man struggled for a moment or two but quickly went limp. Another moment passed in silence as everyone processed what had just transpired before their eyes. The next second, the whole pub broke out into pandemonium. People scrambled from their chairs, some shrieking or crying in confusion or terror. Everyone made for the rear exit, everyone at once…

Ash, Larry, and Rick watched the place devolve into chaos, rising from their seats, almost as scared and confused as everyone else.

“What the fuck is going on?!" Larry shouted over the screams. He looked to Ash for answers.

“How the fuck should I know?!" Ash replied. He backed away from the crowd, the windows just behind him.

“We gotta go. Now!" Rick cried, urging his friends to get a move on. They were just about to bolt when the clash of shattering glass made them turn to the window behind Ash. Ash didn't have time to turn around. One of the same sucking tentacles that took the man at the door broke through the widow, showering Ash in bits of loose glass. The tentacle looped around and latched right onto his face, encompassing it completely.

“Holy shit!" Rick cried, surprised and mortified. Larry didn't say a word. He was already bounding over to his friend. In the few seconds it took Larry to reach Ash, Ash's struggles against the thing on his face had disappeared, his limbs going limp. Larry placed a hand on Ash's shoulder and tried prying his fingers into the nearly seamless space between the silicone-like material of the tentacle's mask and Ash's flesh.

“Get. Off. My. Buddy!" Larry growled. Rick hurried to help, deciding to take a different approach. He grabbed one of the metal chairs and attacked the umbilical, directing the mask to Ash's face.

“Fuck you!" He cried, striking the tentacle. His attempts weren't for nothing. The tentacle's rubbery texture broke, revealing the cables coiled inside. Again and again, he desperately struck at the thing, some of the cables fraying and snapping. With one final blow, Rick cleaved straight into it, the blunt force of the chair pulverizing its core.

The cup-like mask fell from Ash's face, and the tentacle retreated from the widow, taking the end with it, whipping about as it dangled by a few wires. It spun and slapped against the shutters as it disappeared into the sky above. Rick watched it go, leaking a thick black fluid from its mask. Larry put his hand on Ash, who coughed up some of the same black fluid spilled from the damaged tendril. He looked disoriented like he'd come out of a trance or woken from a nap.

“Dude, you alright?" Larry asked. Ash subconsciously wiped some of the dark stuff from his face and shook the fog from his mind.

“Yeah, I… I think so."

“What's that shit coming out of his mouth?" Rick asked, dropping the chair.

“Fuck if I know," Larry replied. Ash mumbled a response.

“I-I think it was…trying to feed me that s-stuff."

“That's…fucked." Larry said, almost at a loss for words. The three gazed around the place, still embroiled in chaos. People were still scrambling to get out. Tentacles just like the one that got Ash were bursting through the windows, latching onto people. Those around them screamed and ran or tried to free those caught, to little effect. Some of the people trying to free others found themselves victims to more invading tendrils.

“We need to leave," Rick said, stating the obvious.

“Where do we go?" Ash asked, then burped a glob of black gunk over his shirt. The others backed away from him a little.

“Uh, well, the hospital would be a good start," Larry said, his brow furrowed with concern over his friend's sudden discharge.

“That's all the way across town," Rick replied. He panned his vision around the windows of the bar, all shimmering with the same glowing light, all with tentacles sucking onto people's faces. “If this is happening all over the colony, I don't think we'll get that far."

“How about the supermall?" Larry suggested. “It's down the street. We can lay low there until the military shows up and rips these things a new asshole."

“It'll be our best shot, I suppose." Rick agreed. He turned to Ash. “Can you make it there if we run for it?"

Ash took a deep breath and then let it out. “Yeah. Yeah, I think I'm good."

“Ok, 'cause we gotta book it, man." Larry urged.

“Yeah, I can do it. Let's get the fuck out of here." Ash breathed.

The three passed through the building, taking care to avoid the windows. Most of the people previously populating the pub had escaped by now. The rest stood motionless with those black masks hugging their faces.

“Why don't they try to get away?" Rick asked as the two passed through the room, dodging knocked-over tables and chairs.

“It's the maska," Ash explained. “When it was on my face, I remember there being a…a light, and it being…eerily soothing. Like, I didn't want to escape it. That's all I recall until you guys got that thing off me. Everything was a haze."

“Okay, well, let's make sure none of us get caught by one of those things," Larry said. He turned to Ash and the black sludgy mess running down his shirt. “Er…again, in your case, Ash."

The three reached the rear exit of the pub, where the automatic double door was shut. They stared out the glass at the crowd of people, all standing, the same sucker-like masks attached to their faces, bathing in an ever-changing multi-colored glow.

“Oh, my god…" Rick murmured.

“They got everyone…" Larry added.

“Maybe we can get through," Ash suggested. “Maybe all those things are occupied now. Ya'know, distracted." The other two grumbled at Ash's wild stab in the dark.

“I wouldn't be so sure of that." Rick contested.

“We have to try, dude," Larry interjected. “We can't just stay here. We'll end up like them for sure." Rick turned to him with an incredulous look about him.

“Didn't that guy say not to look into the light? Cause there's plenty of light out there, and I'm not feeling any different."

“Maybe we have to look into it directly?" Ash suggested once more. “If we keep our heads down, we should be fine, right?" The others looked at him like the goop he'd ingested had scrambled his brain. He gazed back and forth between them. “You guys have any other suggestions? Unless you want to run with your eyes closed," Rick and Larry gave each other uneasy looks.

“It'll have to do." Larry conceded. They looked out past the glass at the super mall just down the block, its structure rising into the upper levels where the 'wealthier' colonists dwelled.

“Alright, on the count of three, run until we reach the mall?"

“Yeah," Ash and Rick agreed, psyching themselves up for what would be the highest-stakes sprint of their lives.

“Okay. Here goes nothing." Larry said, his voice nearly trembling. “One… Two… Three!"

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Haley huffed as she struggled to keep up with her two friends. She looked onwards at Jenna and Soraya and wiped sweat from her brow. The gap between them and herself gradually widened.

Even jogging, both of them looked as fine as could be. Their skinny sports bras showed off their backs while supporting their ample bosoms. Their spandex biking shorts—well, they showed off everything else.

Meanwhile, Haley trudged along in a tracksuit covering most of her body. Considering how heavily Helios's sun cooked the colony that day, she wished she'd dressed more like her friends.

She couldn't help dressing the way she did. Unlike her friends, she was a shy girl, not one to show off her body or go on thrilling nights out with sultry stories to tell the morning after around brunch. That just wasn't who she was. She hadn't even felt the touch of a man yet. That kind of exposure, that kind of touch. It frightened her, to be honest. Still, she could have at least worn something a little breezier, her aversion to her own body be damned.

“Come on, Haley! Keep up! You can do it, girl!" Called Soraya. The girl had turned around and was now jogging backward while trying to motivate the sweaty girl. Haley panted, beads of salty moisture rolling down her forehead and into her eyes. She wiped her face again with her sleeve and pushed herself harder despite the burning in her legs.

They approached a viaduct leading into the upper, posher portions of the colony. The two overpasses cast massive shadows across the road they jogged down. Haley already felt the sweet relief the shade would provide.

“Hey!" She called to the others, following them under the overpass. “Can we stop here?! I need a rest!" She barely had the breath to speak the last of her words, and they came out as more of a loud sigh than anything. The two looked over their shoulders and slowed, gradually stopping in the shadow. Haley caught up to them, panting like a dog in heat.

“Jeez, Haley. It's been a while since you jogged, huh?" Jenna remarked.

“Yeah," Haley puffed. “I haven't had much time with school." Soraya shifted her weight to one hip.

“Girl, we gotta get you back in shape. Don't worry. A few weeks with us, and you'll be back to that sexy sprinter you were back in high school."

“Yeah… That would be nice…" Haley heaved.

“We need to work on this outfit, though," Jenna added. “You know the sun on this planet is hotter than most, right?" She crossed her arms over her chest. “I just don't wanna see you collapse, is all."

Haley stood up straight and wiped more sweat from her brow. “Yeah, I'm… I'm more comfortable like this, I suppose. I like to sweat the bad stuff out of my system." She lied.

“Suit yourself," Jenna replied. She took one of the mini-bottles from her waistband and tipped her head back, squirting the last of the water into her open mouth. She shook it, confirming the absence of fluid inside. “Shit." She murmured. Soraya noticed her and spoke up.

“There's a water station up the road. We can fill you up if Haley's ready to go?" The two glanced at Haley, who was holding her cramping sides.

“I… I still need a minute or two, guys. You go on ahead. I'll meet you there."

The other girls looked at each other and shrugged their shoulders. Jenna turned back to Haley. “Ok, see ya there, hun." With that, the two turned and began jogging down the road. Haley watched them go, passing between the two shadows of the mammoth overpass and continuing until they reached the open sun beyond the second column of shade.

There was a sudden air bursting *Thud!* which was quickly followed by another. The violent sounds shook the ground, forcing Haley to steady herself. In the moments after, an iridescent light lit up the sky around the viaducts, bathing everything in shifting colors, everything not shaded by the overpasses, at least. She couldn't determine its source, but her friends certainly looked like they had. The two stood at the opposite end of the overpasses, gazing up into the sky with an unbreakable fascination.

“Guys?!" She called out, confused about the sudden happenings around her and concerned for their well-being. “Guys!" She shouted again, then stopped when she saw…them…the things that forced her silent out of fear. Haley moved to hide behind one of the concrete supports for the bridge above, peeking her head out with extreme caution.

The things appeared to be…tentacles…made of a gleaming black material like polished silicone. They slithered and wound their way downward toward her friends. Jenna and Soraya did not scream or run. They just stood there, their faces turned to the sky like zombies. The tentacles coiled around the helpless girls, lifting them partially off the ground by their limbs. Two additional tentacles joined the rest, these two ending in cup-like suckers. Haley looked on in terror, helpless to do anything but watch.

She started as the two tentacles suddenly latched onto her friends' faces. “No!" She cried, immediately slapping her hands over her mouth lest she draw the tentacles' ire. She wanted desperately to help them, but fear gripped her in place like those things did Jenna and Soraya. Haley watched as the tentacles coiled further along her friend's bodies, slithering over their erogenous zones. Between their legs, around their breasts. They found their way beneath the two girls' outfits, tearing them to shreds as they suddenly flexed, bursting them like the material of their clothes was made of tissue paper.

“N-no…" She whimpered, eyes glued to the terrors beheld before her eyes. There was a…morbid fascination that held her gaze there. The way those things caressed their bodies and held them aloft inches from the ground. Haley strangely found herself half-watching out of…curiosity.

Several bulges traveled down along the two 'face-hugger' tentacles, hinting that something was being pumped into the masks. But what? The answer arrived as quickly as she could ponder the question.

A latex-like substance pushed its way out from the edges of their masks, spreading over their sweaty, naked skin. It emerged from their nipples, too, then their…crotches. It cloaked their bodies in its black sheen, closing in upon the untouched spots of skin. As if that weren't bad enough, it appeared to mold their bodies, adding inhuman features with its mass.

Animal features….

Haley wondered if the substance's surface simply mimicked the characteristics of animals or, worse, if their flesh and bone were being manipulated beneath the black gloss. She hoped it was the former, that beneath that latex shell overtaking them, they were still the friends she loved and not some hybrid freaks.

The figure that was once Jenna appeared to take on more canine features, gaining long, pointed ears and a thick, bushy tail. Soraya's figure took on different distinctions. Her climbing ears were rounder, and her tail was longer and slenderer. It twitched and swayed as the serpentine limbs caressing her teased her nether regions.

Their leg joints snapped as they reformed, taking on digitigrade shapes, adding joints between their knees and feet, or…paws, as she should probably call them at this point. She'd certainly heard of other intelligent life forms beyond human space, some exhibiting features similar to the animals they had on Earth. But those were all rumors, right? And what use would they have in turning people into these…things?

The latex covering Jenna and Soraya's bodies rippled and shook, spiking like iron filings reaching for a magnetic source. After a few moments, their dark grey coating settled, leaving their bodies with more defined details that gave them the rudimentary appearance of fur. Curving lines across their outer coat denoted various color patterns in the otherwise colorless latex.

The two girls bucked against their serpentine captors. A black, translucent fluid sprayed from between their legs, sheening across the mechanical limbs. They shuddered and quivered. Even with the masks obscuring their faces, their spasms appeared to exude ecstasy. Haley could only assume the two were in the grip of powerful climaxes.

“Oh, my…" She muttered, her fingers absentmindedly tugging at her clothes. Despite the horrific takeover of her friends, the whole process was exceptionally…arousing. She'd be lying to herself if she said it didn't…enthrall her even a little.

Even then, Haley kept herself grounded by the knowledge that her friends had just been turned into some sort of latex creatures against their will. She had to be careful, or she could be next.

The tentacles let the two down, withdrawing from their altered forms. The masks detached from their faces, revealing mammalian muzzles to little surprise. If Haley had to guess, Jenna had become some kind of dog person, a…German Shepherd, if she recalled from her younger days when her family owned one as a pet. Soraya's shape was much easier to discern than Jenna's. She was a feline, a cheetah, to be exact. Haley remembered seeing them in holographs of Earth's animals. Well…before most of them went extinct.

The two beings that were once her friends gazed around at their surroundings, quickly eyeing each other. They stepped toward one another, their hands stroking along the other's latex fur.

Haley carefully emerged from behind the concrete structure, venturing cautiously toward the two. Were those still her friends inside those latex suits? Was the latex even a suit at all? Or had the stuff merged with their bodies, replacing what was once human with a copy, stealing their shapes and motions?

She stepped closer, remaining vigilant in her approach, going as slowly as possible. Consolidating what little bravery she had, she called out to them.

“Guys?" She asked, her voice wavering with fearful concern.

The two immediately turned their heads, hearing exactly where her voice had originated. They observed her for a moment, cocking their heads and swiveling their ears. “Haley…" Said the one that had been Soraya. She had an uncanny undertone that reminded Haley of her computer's A.I. The same electronic timbre added an unsettling sincerity to her words.

“You should come join us," The one who should have been Jenna added. Her voice had the same subtle electronic characteristics as Soraya's.

“Yes…Join in our collective pleasure, Haley." Soraya suggested. The tone of their voice dripped with a malicious sensuality, like they meant to do to Haley what the tentacles had done to them. They both started toward Haley, swaying their latex hips enticingly.

Haley stopped moving toward them now. Whatever courage she'd mustered crumbled. She began taking steps backward, moments from turning and racing away from them as fast as she could.

“I-I think I'm good, guys." She replied, holding her hands before her, urging them to stop. “I think you guys need help. This isn't normal." The two latex beings continued approaching her.

“You're the one who needs help, Haley." Jenna rebutted.

“Yes, you have not known our normalcy…yet," Soraya added.

“Come join us, Haley." Jenna continued. “Come experience pleasure unending as you join with all of us."

Haley's steps backward increased in stride. She turned her head around, checking to ensure one of those tentacles wasn't sneaking up on her. When she turned back around, the two were dashing at her. She panicked, turning and running as fast as her tired legs could take her.

“You can't run, Haley!" Soraya shouted in her mechanical voice. “We've known you forever. And we know you can't keep pace!"

“We'd love to know you in totality!" Jenna added. “We'll make sure you're one with all of us!" They pursued Haley, sprinting after her, intent on taking her to the very machine used to turn them.

Haley was running as fast as she could. She was glad she'd taken that break just before this all happened, or her muscles would have completely given up on her. She didn't have long to lose them, though. She knew she couldn't keep her pace up. They'd catch up with her unless she could find a place to hide…

She gazed ahead to the immense building just up the street.

The super mall! It was across the vast parking lot they'd jogged through before this madness started. The area glowed with that iridescent light, the same light that had mesmerized her former friends so they could fall victim to those…things.

She had to come up with a plan quickly. The edge of the sheltering overpass was rapidly approaching, and she was done for if she was caught out in the open like that. Luckily, Haley was a clever young lady. She knew from earlier she could view the light without succumbing to whatever had enthralled her friends. The two others had been looking up when they went still, unable to look away. Perhaps she wouldn't fall into its hypnotic effects if she avoided looking directly at its source?

It was time to do or die. The edge of the shadow was a few bounds away. Haley kept her head down as she ran, her chest heaving, her lungs starved for air. She crossed the shadow's edge into the open, staring intently at the ground.

It- it worked! At least, it appeared to be working. The ground below her shimmered with every known color of the visible light spectrum, yet she still had command of her body.

Haley continued down the road, dashing as fast as she could, fighting her legs to keep going, to escape the deranged creatures her friends had become. She could hear them tittering behind her, and she pushed herself harder.

Just when she thought she couldn't run any longer, she reached the large, automatic glass doors to the supermall. The doors parted for her just in time to burst into the invigoratingly air-conditioned building. Haley quickly took stock of her surroundings. The mall was empty. Almost all of the stores were closed for Colonization Day. The lights were still on, and gentle music drifted through the massive multi-level promenades.

Haley only had a moment to rest. She continued on, passing down the centermost direction toward the inner mall. The stores and kiosks blew past her, places she once shopped with her friends. The same friends now pursuing her…

She made it to the food court, a multi-level smorgasbord of food stalls offering every kind of food one could find throughout mankind's interstellar empire. It was huge.

It was an excellent place to hide.

Haley's eyes scanned the tables and counters, wondering where she could take refuge. She stopped when she heard voices coming from the other end of the courtyard. They sounded male, so it couldn't have been her friends, but she wasn't about to assume those voices didn't belong to more of those things. She ducked into a booth and peered over the cushioned chair. Three figures came into view. Three men who looked like they came from the worker's districts.

“Okay. I think it's safe to say we're clear of those things." She heard one of the voices say.

“Yeah, this place is huge. I doubt they'll come looking for us all the way in here."

Haley saw the three more clearly as they approached. They were workers, possibly from the shipyards. They bore none of the same latex material her friends did. But could she trust them? Three guys, one lady, with social order most likely breaking down outside? Even if they weren't infected with that substance, poking her head out could be a risk.

Still better than going alone against those…things that were once her besties.

Haley stood from the booth, raising her hands in the air and waving them. “Hey!" She shouted. The three men looked in her direction, startled. They relaxed when they realized it was just her.

“Hey!" One of them shouted back, the biggest of the three. “You escape those things too?"

“Y-yeah!" she replied, walking cautiously toward them. “They… They got my friends…" she added, sadness souring her tone. The smaller of the three men walked toward her; he appeared to be taking the same precautions she was.

“I'm sorry to hear that." He said, getting closer. “They almost got me too, but my friends here rescued me at the last second." The two met in the middle, and the man held out a friendly hand for a shake, smiling wearily. “I'm Ash."

“Haley," She replied, shaking his hand. The other two filed in behind Ash.

“I'm Rick," Rick greeted, giving Haley a quick wave.

“And I'm Larry." Larry also greeted, leaning in to give Haley's hand a shake. She shook it, noticing this hand's firm but friendly grip. “It's a pleasure to meet you, Haley." He added. Haley looked him over as they shook hands. He was the tallest and visibly strongest of the three, and in the very brief time they'd been in each other's presence, she already felt his charming confidence work its magic on her. She blushed as their hands withdrew.

“Pleasure's all mine, I'm sure," Haley replied. “I just wish it were under better circumstances."

“Where were you when those things came down from the sky?" Ash asked. “You know, when those lights started shining."

“We assume there were lights where you were," Rick added. Haley nodded.

“Yeah, there were. The lights took control of my friends. That's when these…these tentacle things grabbed them and covered their faces with these…masks."

“That happened to me!" Ash exclaimed, then paused to settle himself. “Well, sort of. Rick and Larry got the thing off my face."

“You're lucky," Haley said, her voice trembling faintly. “The masks turned my friends into some sort of…beasts! Latex beasts!"

“Yeah," Larry cut in. “We saw some of those things outside. We had a head start and managed to outrun them." She sighed and ran his hand through his short blonde hair. “I'm sorry your friends had to go through that."

“We're sorry you had to see your friends go through that," Rick added.

“Yeah, that too." Larry agreed.

“We'll be a lot safer if we stick together," Ash suggested.

“Shouldn't we find somewhere to hide?" Haley asked. “My 'friends' likely followed me here." She stopped and looked behind her to where she'd come from. “I'm actually surprised they aren't here yet. They're fast runners."

“Yeah. That's the plan." Ash began explaining. “We were going to find a shop to hunker down in until the military shows up."

“I like that plan." Haley agreed. “I don't wanna be anywhere those things can find us."

“Well, we better split up and start looking," Larry said. Ash cocked an eyebrow and looked at him incredulously.

“What? Why would we split up? I just said, 'We should stick together.' Everyone agrees that's the best plan. Right?"

“It's a big mall. We'll cover more ground if we split up." Larry replied, making his case despite its riskiness. Rick crossed his arms.

“If it's only for a little while, it should be okay. I assume this 'invasion' is still in its early stages. We have a better chance of finding suitable shelter if we split up. Before all those things outside get in here." Haley and Ash both looked at him like he was crazy. Ash tweaked his mouth and considered it. He hummed in thought.

“Twenty minutes." He conceded. “Then we meet back here and discuss the best place to stay. For whoever isn't here by the time we head out to the safe spot, we'll leave a note with directions under this table." He pointed to the table next to the four of them. He pulled one of the upside-down chairs off the top and set it as if he were setting it for dinner, denoting it from all the hundreds of other chairs.

“Okay, fine with me, I guess." Haley half-heartedly agreed, crossing her arms.

“You can tag along with me if you're scared," Larry suggested. As much as Haley didn't want to be alone in this empty mall, and as much as this guy charmed her, she still didn't 'trust' him enough. Honestly, She didn't trust any of them. It was either all of them or none.

“I'm all right," she replied. “There's a place I think would suit us pretty well; I'll head there."

Larry shrugged his shoulders. “Okay. Up to you." He said.

Just as they were about to leave, they heard hurried footsteps echoing through the mall's corridors. The four went on alert, ducking behind a booth, just as Haley had earlier, awaiting the possibility of Haley's 'friends' showing up.

To their relief, it was a man dressed in a breezy suit. He looked like he was from the upper levels of the colony, the posher parts. He also looked distressed. His clothes and dark hair were disheveled. No surprise, given the circumstances outside.

Larry stood from behind their hiding place, waving as Haley before. “Yo, over here, man!" he shouted. The others rose from their cover as the man ran up to them, stopping and doubling over as he caught his breath.

“Holy shit…" He panted. “I am so glad I ran into someone…normal…" He stopped and stood up straight, looking over the group of four. “You guys are normal, right? I'm not falling into a trap right now?"

Larry chuckled. “Yeah, as normal as we can be." He let with an open hand. “I'm Larry."

“Tony." The man greeted, shaking Larry's hand. “Nice to meet some friendly faces."

“Likewise," Ash cut in. “The more the merrier."

The five exchanged names and discussed the matters at hand. As was assumed, Tony was from the upper levels and narrowly escaped being taken when the lights and tentacles arrived. Apparently, he lost the latex beings in the vast financial district's megastructures and wound up in the supermall.

With introductions out of the way and an extra person added to their party, the group split up throughout the mall, determined to find a comfortable shop they could occupy until Helios's finest swooped in to annihilate the bizarre invaders, and, hopefully, save their loved ones while they're at it.

******************************************************************************

Haley peered around a corner of one of the mall's more slender concourses, sighing with relief when no one was there. She tip-toed across the floor to a shop she'd wanted to visit since she entered the mall, a clothing store specializing in athletic clothing. She'd been sweating all day running around in the sun and wanted to change into something breezier and less grabable by latex-coated hands. Perhaps a warmer change of clothes for when night finally rolled around wouldn't be a bad idea.

She gazed up at the sign, its backlights turned off for the holiday. ' Moonbounder,' It read. Haley looked down at the shutters preventing her access, then looked around for something to use as a lever for prying it open. It didn't take her long to find something useful.

Across the concourse were several pylons used for linking holographic tape between others like it, denoting the boundaries of a line. The hologram dividers were turned off, and Haley figured the beauty store across the corridor wouldn't mind her borrowing it, considering her dire circumstances. She grabbed the pylon and hauled it back across the hallway to the athletics store, jamming it between the bars of the shutters. She finessed the metal obstruction and -using the leg muscles she'd gained working out with Jenna and Soraya- heaved it upward so she could duck under the thing.

Haley crawled into the shop and stood up before wandering the shelves and racks of the store, looking over the outfits and shoes. She and her friends had only been here yesterday. It was where she bought the outfit she was currently wearing. She remembered the outfits her friends wore today, also purchased here yesterday.

Today was supposed to be special for them. After their jog, the three were going to the celebrations together for a night of fun. Now, Haley was running for her life, and her friends had become something from her worst nightmares. She worried about them, feeling the fabric of one of the same outfits Jenny bought between her finger and thumb. It was brand new, smelling of detergent. The one on Haley was scuffed with dust and smelled of fearful sweat.

“I hope you guys are okay," She said to herself. A voice answered her, and her blood froze like ice in her veins.

“Oh, we're just fine, Haley."

Haley's eyes snapped wide open, nearly bulging from her head. Her shoulders pulled upward, tensing as a flight or fight response. That voice… It was Jenna's but filtered through that chilling, electronic tone. Haley didn't want to turn her head to look. She'd rather accept herself going crazy and hearing things than what would be waiting behind her had she been sane.

After what she'd witnessed today, what was sane?

Slowly, as if turning her head too quickly would indeed manifest her fears, she turned to the source of the voice. Dread rippled through her as the sight of Jenna in her beastly latex form came into view. The creature that was once her friend stood on the other side of the partially opened shutters, gazing in with glowing purple eyes. Jenna had her hand on one hip, leaning into it with the other slack, hanging against her side. It was hard for Haley to grasp the concept of such a monster watching her so casually.

“You don't look so hot, though." Jenna continued. “You look tired, distressed, even. I used to feel like that before I joined the hive." She stepped forward and grasped the shutter bars, her curling fingers bending the metal rods like they were made of rubber. “You still have yet to join us, Haley. I'd be a bad friend not to be the one leading you to your…inevitable ascendance." Her head twitched subtly as she spoke, insect-like.

“Wh-what happened to you, Jenna?" Haley whimpered. “What did those…things do to my friend?" The Jenna creature smirked.

“They showed me what I was meant to be, Haley, what we are all meant to be. A part of something greater." The new Jenna reached down and scooped her hands under the shutter, pushing the metal upward, bowing it into an arch that allowed her to step through without even ducking.

She took a few steps toward Haley, and Haley slowly backed away. How could she escape this thing? It was so much stronger than her. She barely outran it earlier. Her only chance was the rear exit, the one that leads to the storeroom and, beyond that, the access corridors made for mall employees. She might have a slim chance of escaping if she turned and ran now. Perhaps it would catch the creature off guard, even for a moment. It could make the difference between freedom and whatever Jenna had in store for her.

Haley did just that. She turned on her toes and bolted for the backrooms, only to run straight into something that wasn't there before—something akin to a person but cloaked in a layer of…latex…

She fell backward to the floor, throwing her hands behind her to cushion her fall. A startled yelp escaped her, and when she looked up, Soraya stood before her with her arms crossed over her shiny, dark grey chest. The feline figure of her other transformed friend gazed down at her, a wicked grin stretching over her rubber, muzzled face. Her teeth were fanged, predatory, and bleached so white they looked artificial. They probably were.

“Going somewhere?" She teased, a predatory growl accompanying her tone.

“P-please don't hurt me," Haley peeped. She felt Jenna's ankles at her shoulders, pressing against her, the two closing in for the kill. They both chuckled in unison…perfect unison.

“Oh, no one's going to hurt you, dear," Jenna reassured with a semi-sensual tone. Haley was nowhere close to reassured. Soraya crouched down before her. Haley's eyes flashed down for a moment at the creature's shameless display of her latex lady parts.

“Yeah, none of us were hurt. In fact, I'm sure you'll find it's the greatest thing you'l ever experience." She added. Haley felt Jenna's hands curl under her armpits, effortlessly hoisting her to her feet.

“Better than that even." The canid said. “Let us show you what you've been missing." Haley tried to jerk away, but Jenna's hold was too firm.

“N-no! I don't want to be like you!" She protested, fearful for her life, fearful for her humanity.

“You don't have a choice anymore," Soraya said, her grin stretching across her snout from nose to cheek.

Haley was about to protest further, but Jenna threw the thrashing girl over her shoulder and started toward the shop's entrance. Haley kicked and screamed, but Jenna restrained her legs while Soraya wiped her paw over Haley's mouth, leaving a smear of her latex over the area, sealing it. Haley was helpless, unable to do much but make muffled noises and shake to and fro in Jenna's powerful hold.

“Come now, dear," Jenna said, crooning like a doting mother.

“Let's introduce you to the hive." Soraya finished, her tone matching her counterpart.

******************************************************************************

The automatic door to the exterior of the mall slid open. Jenna and Soraya stepped outside into the hot sun and the artificial iridescent glimmer augmenting it. Haley still squirmed over Jenna's shoulder. The two others knew she wouldn't be struggling for much longer.

They stopped in the middle of the street just outside the door. Jenna let Haley down onto her feet, holding her in place. Haley shut her eyes tight, unwilling to expose them to the hypnotic glare that had taken her friends earlier. Secondly, if Jenna and Soraya planned on offering her up to those tentacle things, she'd rather not see it coming.

“There they are," Soraya mentioned, looking toward the sky above them. She extended her hand toward one of the four tentacles slithering toward the three. They were all meant for Haley, but that didn't stop Soraya from caressing the mechanical limbs as they slunk past her. Haley saw none of it, her eyes still shut tight. Jenna noticed this as she held the still-human girl in place.

“That's alright, hun. You keep those eyes shut. Just focus on the feelings. Exposure to the lights or none, you'll be one of us soon."

The first of the tentacles glided over Haley's ankle. She kicked it away with her leg, whimpering. The machine didn't seem to care for that as it darted after her limb, swiftly coiling around it and restraining her. Haley's adrenaline surged, and her efforts to escape renewed. She thrashed against her captors to no effect. Her screams were trapped inside her mouth by the seal over her lips.

“Just let this happen, Haley." Soraya urged.

“Yeah, you'll come to love it soon enough," Jenna added. Haley tried to shout through her mouth, but only pathetic, muffled mumblings escaped through her nose.

The second tentacle reached out to Haley. This one was followed by a third, both of them taking Haley's wrists and binding them to her side. The first tentacle coiled around her ankle enough to reach across the span between her legs and capture the other. Two limbs for the price of one.

Haley was restrained entirely now, so much so that Jenna could step away and join Soraya, and the two of them could observe their soon-to-be hive sister as the flexible extremities worked their magic.

The fourth and final tentacle to reach Haley wasn't for restraining her, not in the conventional sense. It wormed its way between the girl's legs, applying much-felt pressure to Haley's most private of places. The girl huffed from her nose, her breaths shuddering. She tried with all her might to wriggle her hips away from the thing, but with her limbs held the way they were, there wasn't much room for her to move.

The tentacle's tip curled around once it threaded the needle through Haley's box gap. Its girth caressed between her buns, and the tapered end bent backward to dig into the waistband of her sweatpants. It pulled the fabric tight until it tore, every snapping fiber heard clearly by the latex ladies' beastly ears. Haley cried into her rubbery gag, fearful and reluctant. The two latex ladies giggled. They knew those muffled cries wouldn't last long. They'd be replaced by muted moans soon enough.

The machine limb tore Haley's underwear along with her pants, exposing her rear to the world…to the tentacle. With nothing obstructing it, the tip of the mechanical invader curiously probed at her hole, pressing into her puckered button, and slowly, it wriggled its way inside.

Haley's breaths came with hysterical repetition. Tears welled in her eyes. And then it happened. The interior mechanisms of this invading limb activated, and Haley's insides hummed to life as it vibrated in ways Haley could only dream of.

Haley's panicked huffs immediately transformed into long, muffled moans of ecstasy. She leaned forward in her restraints, her whole body relaxing like one giant muscle finally letting go of a long-held weight.

“There we go." Soraya quipped, crossing her arms.

“See, we told you you'd like it," Jenna said, amused. She stood as she did when she found Haley, one hand resting on her hip. The two leered at the girl, knowing exactly how she felt.

The tentacle ventured deeper into Haley's ass, reaching depths Haley never thought possible. The vibrations weren't contained to just the tip of her amorous imprisoner. Every glorious inch of its length rumbled into her crotch. Even through the torn remains of her sweatpants, it felt divine. Haley's eyes rolled upward, all thoughts of escape vanishing from her mind. She…wanted this now. This felt fucking incredible. As Jenna said earlier, she'd 'love it soon enough.'

Well, it looked like soon enough had just arrived.

A fifth tentacle joined the fourth, coiling around it and using it as a pathway to Haley's body. It stopped before her crotch, where the previous tentacle nestled between her legs. There was an unused opening it could explore; it just had to remove those pesky pants.

Its tip wriggled into that loosely hanging fabric and, with one snapping motion, flicked it off of her. Now naked below the waist, Haley was fully exposed to what came next, not that she minded, not anymore. The one tentacle already vibrating inside her was enough to grip her body and mind, leaving her incapacitated. Two tentacles together? It would undoubtedly break her.

But of course, this was the essence of the conversion process, to be broken down and remade into the perfect drone.

The tentacle's tip pressed against her navel, beginning its journey downward like a metallic vine. It impressed against her flesh, being as close to her as it could. This was felt the most by Haley when its journey continued, its smooth surface sliding over her clit.

Haley trembled and moaned. Whatever sounds she could make forced their way out her nostrils. She tried to cry out when the tentacle's tip entered her, but the latex over her face kept her muzzled. Just as the tentacle probing her butt vibrated, this one, slithering its way inside her pussy, activated, sending Haley into a universe of unending pleasure.

Her legs quaked, her knees buckled, and she shrieked against the binding of her mouth. Her former friends snickered at the girl, relishing the whorish sounds and motions of their once introverted friend. Haley wished she could say she hated it, but that would be a lie. She loved every second of it, and the fact that it was happening to her right in front of what used to be her friends, strangely enough, made it so much better.

The two beastly latex girls turned toward the sound of the sixth and final tentacle descending from their source. This one was different than the rest. It was black, coated in a silicone-like material. Its tip terminated in a cup of the same material coating its length. It drew closer to Haley's face, and the girl looked up through tear-soaked eyes like she was gazing upon the face of God himself.

“You'll need your mouth free for this next part, hun," Jenna mentioned, stepping forward and reaching to Haley's face before ripping the latex off her mouth like she was peeling wax off. It was painless, not that Haley would be aware enough to feel any pain. The second her mouth was free, a long, ragged, deranged moan spewed forth from her open mouth; the girl was finally allowed to express the overwhelming ecstasy enveloping her being in vocal form.

Her moans, unexpected and shrill, forced the other two to flatten their ears. The sound only lasted a moment, however, for as soon as Jenna stepped away, the cup-like mask inching closer to Haley sprung forward, silencing her as it encompassed her face entirely.

“There we go," Soraya remarked.

“She belongs to us now," Jenna added.

“All of us."

“And soon, she will be us." Jenna finished. The two girls chortled to themselves. Inside the confines of the tentacle's mask, much was happening to their soon-to-be sister.

For Haley, her vision went dark. The mask cut off any source of light emitted by Helios's sun. This absence of light was suddenly replaced by a very different light. She recognized it from the lights that enthralled her friends earlier that day. It shifted through every color of the visible light spectrum, all at once, even producing colors she'd never conceived of, flickering between the others. They flickered and glimmered so fast it came on as more of an amalgamation of colors than separate ones. They lulled her into a stupor, and all tension in her muscles vanished, letting her serpentine assailants hold her aloft.

Something entered her mouth, goopy, like a smoothy. It tasted like nothing. The tight seal around her face forced it down her throat as it was pumped into the meager space between her mask and herself. She accepted it, willingly gulping it down, letting it fill her. And fill her it did. As it made up the empty spaces inside her, it began to remake her entirely.

It started by coating her insides and branched out from there through rapid osmosis. It took control of every cell, pressing ever outward until the dark grey latex pushed out through her pores. Meanwhile, the grey goo overwhelmed the inside of her mask, leaking through the microscopic seal separating the mask from her face. It spread over her skin, creating a cocoon that would become her new, nanite-composed skin, fusing with the goo, making its way through her pores and dissolving every fiber of her remaining clothes.

Now that most of her biological makeup had been inundated with this artificial slurry, it could begin changing her appearance, making her into something more like her 'friends,' or, 'sisters,' as they would come to be.

The empty space inside her mask diminished, replaced by her extending muzzle. New teeth, fanged and pointy, filled this muzzle, designed for latching onto fleeing prey. Her ears crawled up the sides of her head to her scalp, growing long, pointed, and triangular. Canine nails replaced fingernails, and squishy pads replaced palms and fingertips. Her legs changed shape entirely, adding new joints to keep pace mid-pursuit.

The new Haley was being molded like a lump of clay, her body far more mailable now that her simple human biology had been 'enhanced.' But it wasn't just her physical form taking on a new shape. Her psyche was being molded just as effortlessly.

The lights inside the mask flashed a specific, absolute pattern. It flashed past her eyes so quickly that even Haley's improved, glowing purple eyes couldn't hope to detect it. But her subconscious did. A binary code was being implanted in her mind, making her an obedient drone like all the others that had been turned that day. Haley was forced to accept this, her new personality, her new place amongst the others, her new purpose.

Her new programming…

The thoughts of a hundred billion beings like hers joined her mind. They were discordant beyond reason and forced her to the edge of insanity until, suddenly, they harmonized. They spoke as one, becoming purer than any thought Haley had before. She spoke to them with her thoughts, and they spoke, too. Haley became one with the hive. She was them now, and they were her. Jenna, Soraya, and every other drone amongst them.

A bushy tail unfurled above her now ample rear, much like Jenna's, yet more prominent. This was the last thing her body needed to be complete. As the last of her instructions were implanted in her mind, she knew what she was. She was a part of the collective, but she was uniquely tasked within that collective. She had a very specific purpose, programmed to carry out her new objective with impunity.

The mask uncoupled from her face, and the new drone gasped for a breath long withheld. The excess goo slushed to the ground before her, and the tentacles relinquished from her body. Haley moaned as the two between her legs withdrew from her latex-coated holes. She then turned to her sisters with a confidence that radiated determination and sensuality.

“How do you feel, sister?" The two asked in unison. They already knew, of course. They all shared the same mind, after all, but Haley liked this façade they put on, pretending as if they could think independently. It was amusing, and the billions of others linked with her mind across the stars found it amusing, too.

“Invincible," She described. She held out her paw and curled it tightly into a fist. Her purple eyes flashed between the two. “I know my purpose now. I'm a hunter, designed to sniff out those hiding from our machines of assimilation." She looked up at the hovering saucer, held aloft by anti-gravity fields, their many serpentine umbilicals twisting and tossing in search of new additions to the hive. The iridescent light shimmered down on her, and instead of being drawn in, she simply admired its myriad colors before returning her attention to her sisters.

“Shall we begin the hunt, sister?" Soraya asked, smirking, as she already knew the answer.

“Those others you were with must be assimilated," Jenna added. Haley already knew this.

“Of course we will," Haley replied. “And, of course, they will be." The wolfess held her hand to her face and tapped her canine nose.

“Finding them will be simple. I still have their scents, after all."

******************************************************************************

“This is the place?" Larry asked, incredulous of Ash's choice of 'hiding place.' He and Rick stood behind Ash, sharing side-eyed glances before looking back at the store.

“Yeah, totally," Ash replied. “Why not?" His hands rested on his slightly wider-than-usual hips as he gazed proudly at the choice he'd been so adamant about when they'd met back up at the food court. Rick's eyes followed Ash's arms down to his hips. His brow furrowed. Had Ash's hips…always been that wide? He stepped beside his friend, giving him a look up and down. Ash's t-shirt tented ever so subtly in his chest, and definitely not from exaggerated muscles. Rick knew Ash was never one to go to the gym.

“Are you sure?" Rick asked. “The local Game Launcher? Why here?"

“You said this was an electronics shop," Larry added.

“It is…technically…" Ash argued.

“How is this supposed to help us survive?" Rick asked.

“It's not." Ash said, “After evaluating the shops in this mall, none are better at keeping us safe than any other." He smirked, turning to the others. “I figured if we were going to be caught, we might as well be in the store we spent our younger years in, surrounded by memories." Larry cut in after.

“Dude, there are, like, three outdoor outfitting stores in this mall that sell crossbows, among other, more dangerous things. We could be there right now, arming ourselves."

“Yeah," Rick agreed. “There's a military surplus store on the first floor that I'm pretty sure has illegal plasma guns in the back." Ash scoffed at the two.

“Nah, this is the place to be; something in my gut said so." Ash failed to mention how his 'gut' had been an elusive yet compelling whisper manifesting in his mind. “Besides, I wrote this down on the note I left for the others if they haven't been caught already." Ash's flippant mention of their newly met acquaintances being assimilated raised the eyebrows of the other two.

“Uh, right…" Rick conceded uneasily.

Larry sighed. “Alright, let's get these shutters open." He walked up to the screen of steel bars and threaded his fingers through the spaces in between. The other two went up to the barricade and helped him pull the two halves apart on their rails, Larry adding his foot into the mix, kicking the lock until it broke. With the shutters open, they stepped inside, looking around the game shop they used to peruse when their concerns had more to do with homework and less with planetary invaders. Once that nostalgia waned, they turned back and closed the shudders behind them.

“I'm gonna go look for a back exit," Larry said. “I wanna know we have an escape if we're found."

“That sounds good," Rick agreed. I'll stay here with Ash and keep watch." Larry gave them a thumbs-up and headed off to the back of the store. When he was gone, Rick pulled Ash aside and spoke to him, keeping his voice down.

“Yo, what's going on with you? A Game Launcher? I know you, man, and I know you're smarter than this." Ash just flashed him a nervous look. “And what is up with your…body? You look like you're growing breasts. Are you sure you're ok? I mean…you did get some of that black gunk inside you when that tentacle stuck itself to your face."

“I-I'm fine. Really…" He answered nervously. Rick gave him another look over, a concerned frown furrowing his brow. Upon further examination, he'd underestimated just how big the lumps on Ash's chest were.

“I don't think you are. I mean, for fuck sake, you're growing tits!" Rick gestured toward the subtle lumps that weren't there an hour ago. “Larry might not be the most observant, but I can tell something's going on with you."

“Rick…" Ash pleaded, pausing when his voice cracked. When he continued, his voice had a noticeable shift in pitch, a higher pitch. “I'm fine… Can we just finish searching the store?"

Rick's face grew ever more concerned. He squinted at his friend before squeezing past him in a hurry. “I'm letting Larry know. If there's something wrong with you, he needs to know." Ash turned and followed, pleading his innocence.

“N-no, Rick, I'm fine, r-really. I'm just a little tired."

Rick growled to himself. “A little tired' doesn't make your chest grow and your voice change, Ash." He said. Rick exited the aisle and entered the store's main floor when a familiar yet chilling voice spoke to him. It was that girl, Haley's voice.

However, the electronic trill accompanying her speech made his hair stand on end…

“Hey, boys." She said, her voice carrying across the store from the entrance. The two men stopped dead in their tracks before spinning around. There she was, or, at least, what they assumed had once been her.

An anthropomorphic wolf made of living latex stared back at them from beyond the store's shutters, her eyes glowing piercingly purple, two amethyst pearls in the dim of the concourse. The two just stared at her, paralyzed with fear.

“I thought I'd lost you in this mercantile labyrinth. But I managed to sniff you out." She pointed to her canine nose. “You all have powerful musk, you know." She pressed her naked, gleaming body against the shutters, shaking them in their tracks as she crashed against them. She curled her fingers through the many bars, grinning maniacally through the barrier.

The sudden motion startled the two men, who jumped at the sound. The fluid motions of her body moving that short distance unsettled the two. This clearly wasn't a being to trifle with, and the two began carefully backing away from her.

“We need to leave," Rick suggested, whispering to Ash through the side of his mouth. “Right now." Haley's ears twitched.

“Why would you want to leave? We haven't had our fun yet." She said, toying with them. “Every drone needs some good fun before they join the hive. I had mine. It was…mind-bending, to say the least." She turned her hands away from each other and effortlessly pulled the shutters apart, leaving a yawning maw of twisted metal for her to step through, which she did. Rick grabbed Ash's arm.

“Let's go, let's go!" He urged, pulling his friend along further into the store. Ash lagged behind, seeming to Rick like he was reluctant to follow. In truth, he was; something in the back of his mind told him to go with the assimilated Haley. Luckily, he managed to shake this feeling. With enough physical encouragement, Rick snapped him out of his partial stupor. “C'mon man!" Rick cried. Ash soon found his bearings and kept pace with Rick. Haley watched them go, smirking as she gave her prey a head start.

“Oooooh, a 'challenge.'" She remarked, making air quotes with her canine fingers. The two ran towards the back, where Larry had been searching. Haley crossed her arms over her chest. She wondered what she'd do to them once she caught them. Well, she 'knew' what she'd do to them. She'd bring them into the hive, just as she had been. However, her special place in the hive allowed her greater freedom of creativity. She liked the idea of 'playing' with her 'food.' She wanted to take them quickly; her rudimentary programming told her to. But she held herself back with every latex fiber of her being. Besides, the two fools would lead her straight to the third and most virile of the males.

Rick and Ash made it to the backrooms, crashing through the open door. Larry looked up from a game he'd been anticipating a release for. He immediately knew something had gone wrong, and his eyes widened at the sight of them.

“What's going on?“ He asked.

“We found Haley." Rick huffed. “Not in the state we'd like to find her, either." Rick let go of Ash and hurried past Larry. “We gotta get the fuck out of here, man. She walked right through the shutters like they were nothing! She's one of those things!"

Larry watched Ash pass him before a thunderous *smash!* erupted from the door to the front end. The noise shook the place, or, rather, the door had, as it had been torn off its hinges and embedded in the gyprock wall adjacent to it.

Haley stood in the doorway, her extended fist bearing the responsibility for the destruction. All three men jumped at the noise, freezing in place and then turning to look upon their impending doom. The latex wolfess glared at them, a toothy grin accentuating that sense of doom.

“Having a little party in here without me? Where's my invitation? I brought a gift for all three of you. You'll have so much fun with it, and once my gift is yours, I'll have even more fun playing with you." Her words grew ever more manic and predatory as she spoke them. She looked at them with hungry eyes, and her tongue stroked over her chops.

Larry stared into her glowing purple eyes for one moment and saw nothing but malice in the form of pure sexual desire, like she wanted to tear them limb from limb as she fucked them. He turned and started booking it for the emergency exit, bellowing as he ran. “Fucking ruuuuuuuuuun!"

The three squeezed into the utility hallway behind the shop that linked all the shops in that section of the mall. They flew down the corridor, each trying to squeeze past the other in a bid to escape the monster pursuing them.

Of the three, Ash was the least worried. Something in the back of his mind told him it wasn't him she was after, but the other two. They were the real prey. Ash looked back. Haley was in hot pursuit on all fours, gaining ground with every leaping bound. Her eyes connected with his, and she spoke words to him without even opening her maw.

“Impede them, Ash. Deliver your friends to me like the good girl you're becoming. Be a good girl for Mommy."

Ash knew he shouldn't listen to her. In a moment of clarity, Ash fought the voice inside his head, the…many voices. But he was too weak. The nanites inside his system had an ever-increasing hold over who he was. It was changing him from the inside, making him more and more into one of them. He was becoming a drone, and drones obeyed Mommy.

Ash's muscles surged, a renewed and improved strength propelling him forward. He pushed ahead of Rick. Larry was leading the pack, and with Ash surging ahead, Rick would be the last in the row.

Rick… He'd caught on to his body's 'improvements' earlier. If anything, he had to be the first to go so he could get naïve Larry alone by himself… Or was it…herself? He- she didn't even know anymore. That was for the hive to decide.

Ash stepped in front of Rick for a fraction of a second. That blink in time was all she needed to trip her friend. Rick took a tumble, rolling over the metal floor, too stunned to recover. Larry and Ash continued on, Larry unaware of their friend's tumble. Blood rushed through Larry's ears, every heartbeat pounding against his eardrums. Too loud to hear Ash's betrayal.

Rick watched his friends sprint further and further away from him, winded by the fall and unable to cry out any desperate pleas for help. The stamping and squeaking of their shoes on the metal floor faded away, only to be replaced by the pattering of latex paw pads. The last sound he wanted to hear…

“H-help." He groaned, catching his breath. The pattering behind him slowed, growing loudest before softening, announcing Haley's arrival. Rick turned to face the thing chasing him. The terror that overtook him when he looked up at his pursuer, now standing over him, left him speechless.

She grinned at him, looking down with a maniacal stare, sporting a malicious grin that displayed every tooth in her maw.

“I'll help you, Rick," Haley said, her electronically trilling voice reverberating through the hallway. Rick tried to answer, but fear clutched his throat like a vise.

“P-please…" He managed to eke out. Haley's ears perked, rotating in the direction Larry and Ash had run when the sound of a door slamming echoed down the corridor.

“I'll have to find your friends later," Haley said. She crouched down before him. Rick pushed himself away from her with his feet. She simply crawled after him, getting seductively down on all fours, swaying her hips and her tail behind her. “That's ok. You'll be helping me find them later." She paused to chuckle. “Not that I need the help. You boys are too easy to hunt."

She stopped, allowing Rick to slowly gain some distance between them. “But now, my first catch… What shall I do with you? To you?"

Rick quickly picked himself up and began running for it. Haley simply got into a pouncing stance, loading her new limbs like industrial springs. Rick made five bounding steps before Haley let loose, jolting from her spot and tackling the man. He let out a terrified cry as she impacted him, sending him to the ground and straddling his legs, effectively pinning him.

“Ooooh, such feisty prey. You sure don't give up easily, do you?." She curled her fingers, preparing to strike him with her claws. “You'll make an excellent addition to the hive!"

Her hands came down in a blur. Rick's clothes tore to a thousand pieces in a matter of seconds, flying about like heavy snow in a blizzard. Most of the flying fabric came from his pants. There was collateral damage to his shirt, but Haley's swift, accurate claws focused primarily on his jeans and undergarments, which were now scattered around the corridor in tattered scraps of cloth.

“I'm going to enjoy this." She murmured.

A new extension of her body emerged from between her legs. Her clit was swelling, rapidly filling out and reshaping as she grew a gleaming purple latex member, impressive in size, to say the least, and sporting a knot near its base, in true canine fashion. “My first catch."

“Help! Heeeelp!" Rick cried. He clawed at the floor to get away but to no avail. She had him right where she wanted him.

Haley wrapped her fingers around the collar of his shirt and pulled herself into the man beneath her. Her other set of fingers gripped her new cock, aiming straight for his boyhole. “Oh, don't be so dramatic, Rick. You'll love this. You'll see." She pressed her tip against his puckered ass. The artificial pores coating her member secreted a clear, viscous fluid, acting as both a lubricant and a sedative for her prey. His hole relaxed as intended, and she slid almost effortlessly into her catch.

Rick's cries reached a crescendo before melting into a long, almost surprised moan. The terror clutching him subsided, his alarm dissolving like his clothes where Haley's body came into contact with them. It felt good, really good, unreasonably good. He'd never done stuff like this before, butt stuff. He thought it would hurt. But it didn't. His body relaxed, and suddenly, he felt the need to escape dwindling.

“See, much better now, yeah?" Haley asked, her tone softening yet losing none of its assertiveness. Rick could only grunt in reply, unsure what to even say. He continued to pull himself away from the wolfess, but all his attempts were lackluster, achieving nothing as he progressively let her have her way with him.

Her stiff member sunk further into his hole, finally reaching his prostate. The tip pressed against his pleasure button, and he moaned out again, shocked by how the sensations of such an act spread throughout his body.

“Oh… Oh my god…" He breathed. He shouldn't be liking this. This should be the worst thing to ever happen to him, a memory that, if he survived the experience, would live on in his nightmares, forever changing who he was as a person for the worse. But as Haley bottomed out inside him, her canine tip compressing his P-spot, he couldn't help but want more…

“That's a girl. Give in... Feel me inside you and know your place amongst the hive." She punctuated her statement with a shudder that rippled across her form. Her cock lurched, shooting a heaping rope of greyish goo deep within him, a mere precursor to what would 'come' later.

It immediately worked to change him from the inside out, just as the same substance fed to Haley had done at the hands of her own assimilated friends. It coated the inside of his lower intestine, spreading out as it went through his digestive tract, integrating with his cells to the genetic level, remaking him into something terribly, yet wonderfully artificial.

Haley withdrew from him, only to thrust inside again, repeating the movement to Rick's reluctant pleasure. “Girl.' Why did she use that word?" He thought. He was a guy. Although, with all that was happening to him at the moment, it sure didn't feel that way. Even now, as the nanites within him reconfigured who he was at a fundamental level, he began to lose sight of who he was. Or who… she …was? He had to hold on. He couldn't lose who he was, no matter how hard Haley tried to turn him into one of those things.

“No!" Rick cried out. “No, I won't be your plaything. I'm a man, god dammit!" He reached across the floor and began pulling himself away from his attacker, as much as his body resisted his command.

“Oh, you're not my little kitten?" Haley mocked, letting her cock slide free of his ass as he crawled from her reach. She knew he was already hers. The nanites would do their job regardless. His fate was already sealed, just like his little friend, Ash.

“I refuse to give into…whatever this is, you bitch!" He growled back at her through gritted teeth, straining with every ounce of will to remove himself from this nightmare situation. This…heavenly…nightmare situation.

“But if you're not my kitten…" Haley began, stalking after him on all fours, resuming her place behind him. “Then why do you have such wide and breedable hips?" Her fingers glided over his exposed flank, her fingertips squeaking over the latex spreading outwards over his skin from his abused hole.

“I…I don't," Rick said. He'd intended for his words to sound determined and full of conviction. However, his words came out more like the whine of a scared kitten. The sudden change to his voice didn't help, the dramatic rise in pitch accentuating Haley's devious affirmations.

“Awwwe," Haley crooned. “See, you're already such a cute little kitten. Wide hips, mewling little voice. I bet you'll have cute little kitty titties next!" She grabbed Rick by the side and flipped him over, the transforming man helpless against her machine strength. She pried her fingers between the buttons of his shirt and ripped them apart, leaving his chest exposed to her. There they were, two budding orbs, the telltale signs of developing breasts that Haley knew all too well from her own pubescent experiences.

Haley nestled up snugly against Rick's exposed crotch, her cock draping over his. Her member made a mockery of his own, even with his at 'full mast.' Its grey, metallic precum dribbled over his man parts, spreading over his flesh on its own accord like it had a mind of its own.

“See! Look at these!" She brought her padded leathery paws down on his novice tits, her hand purposely leaving prints of liquid latex over them. The substance predictably crawled over his dermal tissue, hastening his changes. “You always had a little kitten inside you, Rick. I just had to let her out."

She stared into his barely defiant eyes, watching the glimmer of resistance fade from them. It wouldn't be long now. 'She' would be one of them in no time. Rick stared back into Haley's gleaming amethyst eyes, struggling to look away, even for a fraction of a second. He heard her speak to him, not with her mouth nor vocal cords, but with her mind. Rick was finally far enough along to telepathically link with her. Soon, he'd not only hear her voice in his head, but all the voices of the hive.

“Meow for me." She commanded. Her telepathic words startled him.

“N-no… N-never…" He protested. Even his inner dialogue had a feminine pitch to it now.

“You know you want to, Rick. Let that little kitten out. She wants out so badly. Just let her free already." He heard her words and shuddered. More voices joined in alongside hers, egging him on to accept his fate. They grew so numerous, so loud. They permeated every corner of his mind until the half-man couldn't take it anymore. He cried out in anguish.

*Meow!*

Rick slapped his hands over his mouth, appalled at the distinct feline call exiting it, and without his intention. A toothy grin spread over Haley's face again, knowing she'd won.

“Do it again." She ordered, speaking out loud once more. Rick tried to disobey, but his hands lowered from his face beyond his control.

*Meow*

Haley clapped for her new kitten. “Very good! Good girl!" Her words of praise sent shivers up his body, now nearly consumed by the living latex. He felt it crawl up his neck. He felt his new breasts expand size after size. He felt the goop overtake his hands and feet and fingers and toes, changing them into something bestial, feline, claws and all.

His latex tail extruded from his tailbone, and Haley reached around to stroke it. Rick moaned when she rubbed the spot on his back just above it. It was all too much for him to handle. The voices coaxing him on, the goo grooming his form into its own vision of what he was to be, and Haley, her predatory yet strangely motherly touches. He slipped evermore into the existence of this new kitten he… she was destined to become.

Haley leaned back, sliding her fingertips under Rick's chin. Rick's face was the only part of her unconsumed. Haley had plans for this from the moment she caught her. She knew just how to finish this new kitten off, all the while getting herself 'off' in the same stroke. She coaxed the new kitten forward with those fingers, and Rick eagerly followed, her eyes glazed over and tranquil.

“Come here and let Mommy give you a big reward for your obedience." She cupped a breast with her free hand and guided her ever closer to Rick's lips. The gap between them closed, and Rick planted her plumping lips on the wolfess's nipple, instinctively suckling at her teat.

Rick's mouth filled with Haley's 'milk.' The sweet black nectar coated her mouth instantly before being swallowed, thus coating her throat and stomach as it traveled downward. The excess dribbled over her chin, thinning as it stretched across her bare flesh. That which lined the interior of her mouth introduced itself to her head through membranes and glands. It saturated her skull, brain, and all. It crawled over her face, sealing the last few inches of humanity in latex before restructuring her visage into her 'proper' feline appearance.

Rick couldn't stop if she wanted. Haley's milk was like nothing she'd ever tasted, at least while human. The more she drank, the more she eased into her place amongst the hive. The voices spoke resonantly now, no longer the blaring cacophony that had squeezed a 'meow' from her reluctant throat earlier.

Her pointed triangular ears rested at the top of her head, framing the long, shimmering latex fibers now composing her short hair. The mouth suckling at Haley's teat was now at the end of a short muzzle, filled with the same off-white, metallic chompers Haley had; only these were shaped to fit her feline maw.

Haley gripped the girl's hair and pulled the suckling kitten from her bosom, Rick's mouth popping as the seal was broken and her lips squeaking as latex rubbed over latex. The two might as well have been a pair of giant rubber chew toys sitting on the floor of a shipping hallway. Only Haley would be the only one chewing on anyone else. She was still in charge of those she turned after all. Rick was made to be her chew toy, and her chew toy would follow every command she gave her.

Haley reached down and took Rick's dwindling, latex-coated manhood in her squeaky paw, squeezing it, treating Rick like the 'chew toy' she was. Her 'toy' indeed 'squeaked,' just as predicted, Rick mewling out in pain and delight. Haley chuckled at her new little drone.

“I tell you what. I'll play with this and grant you your last release as a boy before you join the hive. How does that sound?"

Rick nodded in agreement, her expression as dull as her mind, a mind ravaged with billions of voices and sensations all resonating through her at a molecular level.

“Good girl. Let's take this thing out for one last spin." She wrapped her shiny fingers around Rick's meager tool and stroked it. Her digits worked dexterously, fiddling with Rick's little feline cock until it twitched and throbbed with excitement. Rick moaned and mewled, spreading her legs to allow her mommy more room to finesse.

It didn't take much time or as much effort to bring Rick to completion. Her member shrunk as Haley massaged it, becoming ever more sensitive with each lost millimeter, all those nerve endings bundling into one little point. Haley sensed Rick was close. The girl's moans rose in pitch, becoming inaudible to the human ear, but neither of them had human ears anymore, and Haley could hear her elations just perfectly.

At the height of Rick's pleasure, just before the kitten climaxed, Haley withdrew her hand, a wicked grin spreading across her muzzle. Rick's eyes cracked open, her brow furrowing in confusion. Haley stared back at her with malicious glee. “Oops. My bad. Guess there's just not enough to work with anymore." She cackled, turning her head up. Rick desperately reached between her legs, but Haley heard the squeaking of her arm passing against her body and snatched the feline's wrist. “Nuh uh uh. None for you, sweetheart."

Rick squirmed and thrashed, trying with all her might to get that one last stroke in, to complete what Haley had started, what she had taken away from her at the last second. Haley held her back at every turn. She stole Rick's last male orgasm, watching as Rick's member diminished, sinking between her new, dark, latex folds. There was nothing male left of Rick now. The pussy between her legs confirmed that.

Rick meowed in anguish, crying out. Haley put a finger to her lips and made a sharp, *Shsh!* Rick hushed immediately, obeying her new mommy.

“You still want to cum, yes?" Haley asked.

Rick nodded in defeat.

“Then let me put a litter of my puppies inside you. It'll make you cum like you've never experienced before." Rick looked at her with a pleading face. She definitely considered it. Why not? It's not like she had a choice. Nor did she want a choice. She was a part of the hive now, and Haley was her superior, her mommy. She might as well. Perhaps it would quell the aching heat that replaced the pressure of her once male parts on the brink of exploding.

Rick nodded again.

“Good girl, Rachel. You're already an excellent addition to our hive." Haley praised, simultaneously presenting Rachel with her new name.

Rachel beamed at her new given name. The billion-voice chorus spoke the name back to her. “Rachel…" It filled her with joy, just as Haley would soon fill her yearning, begging hole. Rachel splayed her legs for the wolfess, awaiting her throbbing, knotted cock. By the hive, how she wanted that knot crammed inside her, stretching her wide.

Haley kneeled over the kitten, wrapping her arms under Rachel's knees. She pulled Rachel over the floor toward her, her tip pressing tight against Rachel's hole. “Ready for breeding, drone?"

Rachel nodded, staring up at her mistress with pleading eyes. Haley bit her rubbery lower lip. “Good, now take what you deserve, girl." Haley bucked forward with her hips. Her self-grown latex member lurched forward with her hips, instantly penetrating the girl, only encountering a short-lived tug of resistance before slipping it. She stretched Rachel wide, the new girl's inner walls conforming to Haley's cock.

Rachel let out a long sigh of contentment, her eyelids sinking close to shut as she was filled by her new mistress. “You're tight." Haley's voice echoed inside her head, rising above the countless others. “It's almost like this is your first time. Today's full of first times. For the both of us. And you're definitely full of me now." Haley's words were followed by a string of haughty cackles, which Haley chose to voice out loud as she thrust in and out of her kitten. They ricocheted off the walls of the corridor, stabbing at their ears. Rachel let her body relax, her head slipping to the floor so her gaze fell upon the ceiling above her.

“Thank you, mistress, for filling me. For giving me a proper place amongst the hive." She said through their telepathic link.

“You're most welcome," Haley growled between clenched teeth, entirely focused on her task: Fucking her new kitten's brains out. Rachel moaned and crooned on the floor, her body rocking back and forth from the force of Haley's every thrust. She dug her claws into the concrete, the titanium keratin cutting grooves under her kneading paws. The scraping of their nails on the floor added to the symphony of squeaking caused by their latex bodies undulating against one another.

“I'm close, kitten," Haley growled.

All These new feelings electrifying her body, literally electrifying her body. They were so new. Of course, she'd never had a member before. For her, this was the first time experiencing the sensations of an exterior reproductive system. It was the same for Rachel, only in reverse. However, familiar feelings accompanied these novel ones. Through their shared experiences with the hive mind, they'd felt these sensations a million times over, all stored in the back of their collective minds.

The experience felt like being reintroduced to an old acquaintance from long ago, only now, this time, said acquaintances readily embraced one another, becoming fast friends. Best friends. Lovers. Mates. They loved this new re-experience.

There was only one thing missing, and Haley was about to place that last piece of their perfect puzzle.

“Here comes the knot, kitten," Haley said. She dug her canine paws into the concrete, scouring its surface. She lunged forward, her bulbous base gradually spreading Rachel's already stretched entrance. She pushed so hard that Rachel's body slid across the floor, forcing the cat to pull her head up before it struck the wall behind her. Her shoulders pressed against the smooth drywall, and Haley's knot slid into her pocket with a wet, sucking sound.

“Oh, fuck yes!" Haley cried through their mind link.

“Oh, mistress!" Rachel cried back. Both drones growled as they came, reaching climaxes of such intensity that their bodies convulsed with shakes and shivers. Haley's grey-goo filled Rachel like the kitten was a cute little cannoli.

The two shuddered, then came to a sudden rest. Haley jarred her hands on the wall so she didn't slump onto Rachel. She loomed over the spent feline drone, panting furiously, droplets of slobber dribbling down on her kitten's face. This lull wouldn't last long. The two recovered faster than they could be spent, their artificial physiology disallowing actual fatigue. Haley smirked at her newest cohort. “So, did you like being bred, kitten?" She, of course, already knew Rachel's answer.

“Yes! I do! I love this new form, too, for it allows me to be bred." Rachel replied. She knew the praise she was about to receive and the question Haley was about to ask.

“Good girl. Do you think we should find your friends and show them what breeding is like?" A giggle filled her head, and Rachel looked back at her with a wicked smile.

“Of course, mistress. They must know how to be good girls for the hive, just like us." Her smile faded, and she looked down between them. “Well, once that thing deflates, at least." Haley looked down and realized they were both still tied, her bulbous knot holding back every drop of her metallic seed.

“Hmm, indeed… I think I know how to fix this." Haley took a paw off the wall and brought a finger to her navel. She touched her latex flesh, and a glowing rune appeared on its surface. The canine's knot swiftly deflated, releasing the feline, along with most of the seed trapped within her. The grey, metallic substance spilled out onto the floor under Rachel's rear end, messing her bottom, doubly so when Haley stood up and pulled free from her. She extended a hand to Rachel and helped her to her feet. They stood in the corridor, looking each other over. Haley gazed into Rachel's eyes.

“So, you up for hunting down those silly boys?" She asked. She already knew Rachel's answer as the feline gazed back at her with a knowing smile.

“Absolutely, mistress. Lead the way."

******************************************************************************

Tony wandered through the 'Tent Pitcher' outdoor outlet store, gazing down the rows of survival equipment as he passed them. He'd never been 'camping' or anything of the like before. His life had always been in the lavish spires and streets of the colony's upper districts, just where he liked it. However, he figured this was an excellent place to start looking and would be well worth the extra time he took to return to the others. The group would need what he was truly after to survive this if that girl's friends showed up, and it wasn't camping gear.

Tony was looking for weapons.

He knew all of these big, fudge-scented stores had a hunting section. One of his friends went hunting with his 'blue-collar' buddies from time to time in the wilds outside the city. He always showed Tony the new 'toys' he'd acquired, if you could call them that. They were undoubtedly anything but toys from the look of them.

Tony's head turned up, and he read the hanging faux-wooden sign. Hunting, it said. A few isles beyond, he saw the racks and racks of wall mountings holding the firearms he sought.

“Fuck yeah." He breathed to himself. He trotted toward the counter and vaulted over it, standing before the plethora of civilian-grade weapons. His hands reached for a semi-automatic pulse rifle, and he took it without hesitation. Tony cradled the gun in his hands, pulling the butt to his shoulder.

He liked the feeling of it. It made him feel powerful like he could take on those latex things out in the streets, blowing them away like the hero in an action holo-flick.

Tony thumbed a button on the side of the gun, and it activated, whining to life as its pulse coils spun up. A red light toggled on and off on the side of the receiver, so Tony looked the weapon over. He assumed it had something to do with the lack of a magazine. No ammo. Of course. The store would never display any of their weapons loaded.

Tony vaulted the counter again and wandered the rows stocked with ammunition packages, squinting in the store's dim light for the correct cartridge type, if there were any at all. Tony wasn't one to know much about these things. Finding the proper ammunition to arm his newly acquired 'toy' seemed like it would take a miracle. There were so many different boxes…

A crashing of glass and a clattering of metal came from somewhere in the store, a few isles down at least. Tony nearly dropped his gun as the jarring noise startled him. His hair stood on end, and his adrenaline surged. He crept toward the edge of the isle he occupied, carefully turning his head around the corner. A bright light illuminated a row of cash registers from the store's outside entrance, which had been shuttered for the holiday.

Some movement broke up the light, casting dancing shadows over the registers. Tony couldn't see what it was from his angle, but curiosity got the better of him, and retaining the utmost cautiousness, he ventured forth to investigate. The closer he got, the more precise the shapes became until he stood before the vast, shuddered glass doors and the monstrous mechanical limbs reaching through them.

It was those tentacles. The ones that had chased him through the upper levels of the colony, or similar to those, at least. To be fair, every tentacle looked the same when they chased you down, inches away from taking you. They'd punctured through the glass panes of the automatic doors, leaving a scattered mess of shards on the varnished concrete floor around the entrance. They writhed and twisted, trying to get beyond the heavier shudders, but could not as the space between each shudder was too narrow to facilitate the tentacle's gradual, widening girth. They all passed through by a few feet but appeared to be bound to that distance.

They put Tony at much unease. However, realizing he was beyond their grasp, his mouth turned upward into a smug smirk, an unearned confidence rising inside him. He rested the top of his rifle on his shoulder and stepped toward them, like a character in one of his holo-vid games. The tentacles tried to reach for him, appearing to sense him as he approached. He stopped several feet from them, his curiosity leading him on now that they'd been rendered effectively harmless.

“Not today, boys." He derided arrogantly. He figured he could get some free target practice from these things once he found some ammunition to feed his thirsty pulse rifle. “I'm not gonna be another one of your victims today. Not ever." He was about to turn and head back to the isles behind him and search for some pulse rounds when a voice spoke from behind him, nearly making him jump out of his skin.

“Not ever? Awe, don't knock it till you try it, Tony."

It was a feminine voice, tinged with the electronic trill he'd expect from something mechanical, imitating a human voice. Tony's shoulders pulled up, and he had to force them lower as he turned to face what he hoped was a malfunctioning sanitation droid.

It was not a sanitation droid. Not at all. It was so much worse…

The being standing but ten feet from him was some sort of…latex beast person, like the ones he'd seen outside in the upper levels. This one appeared to be a wolf person. It had the shape of a woman, what with her wide hips and her ample breasts, but there was a sheath and a hefty…sack between her legs. She was a melding of the feminine and lupine forms, sickly spliced together with a touch of virility. It was terrifying yet sensual. The shimmering, rubbery material that stretched over every inch of her body mimicked the texture of fur, adding a roughness that accentuated her bestial shape.

Tony didn't know what to say. He couldn't speak at all. Terror sealed his mouth shut and bolted him in place. He wanted to run as fast as he could, but with the sudden adrenaline rush in his veins, his fight-or-flight response chose something as brave as it was stupid. He slung the rifle from his shoulder and pointed it at her from the hip, pulling the trigger. A dry *snap* echoed out that made his blood run cold. “Oh, yeah." He thought. “It's empty." He'd be laughing his ass off if this wasn't under such dire circumstances.

“Shooting blanks, huh?" Haley jeered. “It doesn't seem like you can use that thing, darling. And you know what they say. Use it or lose it." She looked off at something next to Tony, a few feet from him, then nodded in his direction. Tony turned his gaze just in time to see a similar creature, this one with cat-like features and very feminine characteristics, rushing at him. She yanked the gun from Tony's hand and threw it away from the both of them. It crashed amongst some shelves, practically annihilating their contents in a spray of debris.

“Take him." The wolfess commanded. The cat woman moved behind him, gripping his wrists and pulling his arms back around, effectively binding him where he stood. The wolfess sauntered up to the fearful man, swaying her hips while reveling in his helpless disposition. She reached out and wrapped her fingers around his neck, her grip tightening momentarily in a display of her strength. How easily she could crush him. She adored this new power. It allowed her to play with her prey, to exact whatever depraved desires came to mind with impunity.

Her fingers relaxed and took him by the chin, moving his face about as she inspected him, the wicked smirk remaining plastered on her muzzle. “Oh, you're going to make a fine puppy, indeed, Tony." She said. “But first, why don't I show you what you were about to miss? Let's give those tentacles what they've been straining for."

Haley issued a telepathic command to Rachel, and the cat withdrew from the quivering, sweating man. Before he could even think to run, Haley pushed him backward, walking with him as she forcefully guided him by the paw at his face and another at his groin. Tony's mind raced, frightened by her hold over him, yet even more fearful of being within grabbing reach of those wriggling limbs.

His back met the shutters, crashing against them and shaking them with a clatter. He yelped out, having the wind blown from his lungs. Then he felt them, saw them in the peripherals of his vision. The mechanized tendrils he'd thought he'd safely avoided.

Now, they were upon him.

Tony struggled, using the last of his energy and adrenaline to burst free of the wolf creature. He made it maybe an inch before Haley's augmented strength shoved him back against the shudders. By then, it was too late. Tony felt the tendrils coil around his wrists and ankles, binding him to the wall and sealing his fate.

“Please!" He cried out. “Please let me go! Don't do this!" He begged Haley to release him, unsure what excruciating torture awaited him. With Tony thoroughly bound, Haley stepped away from him so she could watch, just as she watched her friends under the viaduct, only now, unrestrained by fear and decency.

“You have no idea what pleasures you are about to experience, pup." She explained, taking extensive glee in her catch. “You'll be moaning out in no time. Begging, not for it to stop…but for so much more."

Rachel joined her mistress's side, observing something she'd not yet personally witnessed. She was fascinated by it, yet not without the distant nostalgic feeling that she'd seen it thousands of times before. “Enjoy the show, my kitten. Our soon-to-be puppy, Tony, is in for the ride of his life."

Haley reached behind Tony, where the tentacles snaked through the gaps between the shudders. One by one, she tore the overlocking pieces of metal from their joints, thus allowing the robotic limbs full access to anywhere on Tony's body, which they took immediate advantage of.

Those not occupied by holding the frightened man down went about stroking the skin beneath his clothes, flexing as they slithered under his expensive garments, tearing them in places, bursting buttons in others, popping stitches in the rest. They writhed under his clothes, over his chest, coiling around his belly, climbing up his legs, and prodding at his 'bits.'

The serpentine limbs began to vibrate, soothing his muscles and stirring his loins. His mind remained stirred and alert, disgusted by what was happening. But as the tentacles nestled against his groin, the panic within him began to wane. Even as disturbed as he was, he couldn't help but be lulled into a state of greater ease. The vibrations, the sensations. It felt like the world's most fabulous massage, better than anyone could find throughout Earth's many colonized worlds. It was relaxing, invigorating, and enticing all in one.

A groan of delight slipped past Tony's lips. The two synthetic mammals watching perked their ears. Haley's smirk grew wider.

“See, I told you he'd like it. Look at him." She said to her pet. Rachel giggled.

“It does look like fun, mistress." She happily agreed. Haley licked her lips.

“Yes, it does, indeed. Observe, pet. This is but an appetizer to the real fun."

Every tentacle beneath Tony's clothes made one final flex, bowing and curving as one, tearing Tony's outfit to shreds. His fine dress pants, shirt, and blazer fell to the floor in tatters, a lower-level worker's monthly wages worth of cloth and tailoring all undone in an instant. Tony was exposed to the world now, to Haley and Rachel. The only thing covering his shame anymore was the vibrating, undulating mass of smooth metallic limbs nearly cocooning him.

One of those limbs slipped between his rear, extruding the same grey fluid Haley had used on Rachel in the back room corridor not long ago. It spurted into the man's naked rear, sedating his muscles while amplifying the sensitivity wherever it touched. Tony was no longer struggling against his bindings. He'd succumbed to the full-body massage resonating through his being. It felt too good, enrapturing. He almost didn't notice the tentacle slip into his asshole. Almost.

Tony cried out, but not in pain, in pleasure. This new, vibrating sensation piled onto the rumbling nirvana encapsulating him. It penetrated him, bringing what was felt on the outside to his insides. It was heaven, and he readily welcomed it, throwing all resistance to the wind. The latex wolfess had spoken the truth before. This was the ride of his life. And like she also said. He wanted more.

“Now he's ours," Haley reveled. “I can see it in his eyes." She looked over at Rachel. “I saw it in yours, too."

Rachel bit her lip, fascinated by the show she bore witness to. “C-can I try them?" She asked. Haley chuckled at her neediness.

“Later, yes. But at the moment, we have a job to do."

“When can we change him?"

Haley looked down in thought for a moment.

“Hmm. There should be an assimilation umbilical by now." She cocked her head to one side and gazed beyond the bound and pleasured man. Nothing new emerged behind him. No sign of the mask-ended tentacle appeared. “There should be one arriving soon. That's how it worked when I was introduced to the hive."

The two observed the tentacles as they worked over Tony's body. Soon, they'd realize that the mechanized tendrils had other plans for the to-be mutt.

The tentacle vibrating and stroking against Tony's rigid member relinquished. Its tapered end unfolded like the peel of a banana. It latched onto Tony's cock like a striking snake, encompassing his manhood in one motion. Haley and Rachel were taken aback. The process of assimilation was still a novel process for the novice drones. Every encounter a re-familiarization with their hive's capabilities.

Each of the tendrils wrapping Tony's stomach and chest did the same, each latching onto one of his nipples. The girls watched as they began sucking, delivering a world of sensation to the man's flesh. The more they suckled his erogenous zones, the more they introduced their nanites to his human biology, forcing their artificial transformation upon him. Changing him.

“Watch and learn, pet. Soon, we'll have another sister for the hive. One more step on the road to galactic conquest." Their glowing purple eyes traced up and down his body, unsure where to focus as his pectorals softened and expanded into new, budding breasts, and the sack between his legs tightened like a slowly deflating balloon. The nanites worked their science, reshaping him genetically and replacing his chromosomes with their mechanical ones.

Tony moaned, the alterations to his body only beginning, yet infusing him with such incomparable pleasures. His hips made a loud *pop!* releasing the pent-up tension of their wider span against the serpentine bindings coiled around his body. The tentacles relaxed their hold on him, allowing his body to grow in certain areas, such as his hips, and shrink in other areas, such as his waist, shoulders, and groin. Binding Tony in such a way seemed pointless at this point. The man stood at the altar of synthetic pleasure, giving himself to the hive before they'd even formed a link to his mind.

Haley stepped toward him, raising a hand to caress his softening face. “My, my, my." She teased. “Aren't you an eager one? Don't you have a better appreciation for these lovely things now?" Her paw stroked over one of the tentacles binding his waist, letting her fingers slip over the still-human skin between its overlapping coils. His over-stimulated body shivered at her delicate touch. He whimpered but was cut short by another moan. He coaxed a lazy nod that made Haley's grin grow ever wider. “I know them first hand. Perhaps not these ones specifically, but I know they can lavish bliss over one's form." She leaned in close to his ear, placing her muzzle next to it to whisper over his ecstatic noises. “It feels even better after they've changed you, you know. Would you like that? If they changed you? Made you a good girl?" Tony sucked in a breath and managed to croak out a ragged response.

“Y-yes…"

Haley *ooo*ed in delight. From her devilishly grinning muzzle, she whispered another question.

“You wanna be a good girl, Tony?"

Tony gave a weary nod in reply.

“Say it." She demanded. This wordplay, of course, wasn't necessary for Tony's assimilation. Haley knew this. She, just as ever, liked to play with her prey.

“I…" Tony began to croak once more. “Wanna be a…good girl…"

Haley withdrew from him and gave him a condescending series of short claps.

“Good girl!" She crooned in praise. “You'll make such an excellent hive sister!" She gestured to his rapidly feminizing body. “And look at you. Such a pretty girl already!" She bent over, her hands clasping her knees and arching her back as she craned her face toward his crotch. “Just a few more bits we have to do away with."

Realistically, there wasn't much to 'do away with' anymore. Tony's manhood had been reduced to a pathetic display of what he once was only minutes ago. His sack was almost no more, and his member left next to nothing for the tendril to suck. He'd have a pussy in no time, then he wouldn't be a 'he,' now would he? Haley watched his scrotal tissue split and reshape into a fresh pair of labia with self-satisfied glee.

She then straightened and gazed over his breasts. They protruded off his chest like two watermelons, firm, perky, and with the tentacles still attached, still sucking, keeping the new lady perfectly enthralled.

The nanites remaking him saturated his form to the point where they began to extrude from his pores. Every inch of his skin faded into the same gleaming, grey latex the other two exuded, darkening and reflecting the light from the shutters behind him.

With Tony's body now fully feminized, the nanites began restructuring Tony's body into something beyond human, something better than human, something bestial. His toes flexed and curled as his feet elongated, his ankles and shins bending to accompany new joints. Canine claws sprouted from his fingertips and toes, and Tony gripped at the air as his ligaments strained under the changes. His spine extended from the small of his back, just above his new, ample rear. The extrusion wormed outward, then suddenly widened, becoming his new, bushy tail. While his tail grew in, his ears made their climb toward the top of his head, shifting gradually from their round, human shape into the longer, wider, triangular shapes of a canid. Tony cringed in ecstasy, the transformations altering his very species, adding to the sensations buzzing about his body. His grimace stretched as his face began to lengthen, the beginnings of his burgeoning muzzle.

Haley and Rachel stared on, fascinated, Haley enjoying it a little more than her kitten. Her concentration was broken by some motion picked up by her keen eyes, emerging from the glare of the blinding sun outside. She cocked her head and raised a latex eyebrow, a sound of canine curiosity emitting from her snout.

It was another tentacle, this one equipped with the suction-cupped end that Haley recognized from her own assimilation. She turned her attention back to Tony, her toothy grin only momentarily interrupted by this distraction.

“It's about time, girl. Now, you'll truly know what it means to join us, just as I have. What a treat you're about to receive." She shifted her weight to one hip. “Let your mind relax, girl. It's about to become one with every one of ours."

Tony had no time to react, no time to even ask what the hell she was talking about. He couldn't, really. His mind was too shattered, the novel sensations of his newly changed body overwriting any cohesive thought. Just as the mask would overwrite his personality and sense of free will.

The mask-tipped tentacle zipped through one of the holes Haley had made in the shutters and swung around, giving Tony a millisecond to comprehend the new addition to the mechanized cohort. It clasped to his face without hesitation, like it had been guided by a laser. It was over for Tony. It always was. Once the mask finished its task, Toni would emerge from the writhing bonds encircling him. She'd be the newest member of the hive.

Beneath the black silicone sucker latched to his face, Toni embraced the onslaught of colors and patterns. They mesmerized him the second they encompassed his vision. Pupils dilated as his feeble human mind was reconstructed from the ground up. His personality was reprogrammed, and a new purpose was installed on his quickly shifting brain matter. Every synapse of his brain was being converted on a molecular level. What was once biological took on a synthetic structure, leaving him…or her as a fully living machine.

A drone.

The programming installed in her mind concluded in one final burst of packets, sending the Shiloh Shepard's latex skin into a frizzle, permanently frazzling out the shapes of fluff where appropriate, giving her the same appearance of fur the others had, despite having none. Toni's feminine, canine form hung slack in the many mechanical bonds holding her upright. Her limbs would periodically twitch and quiver at the pleasures still humming through her curvy yet petite body.

“And that's that." Haley quipped, her sentence punctuated by a *pop* as the cupped tentacle detached from Toni's face, revealing her fully formed muzzle.

“Such an amazing thing to witness, mistress." Rachel marveled, letting her hands relax from her awe-struck muzzle.

The mask-like tentacle withdrew just in time for Toni to belt out a ragged cry of ecstasy. Her legs shook, her arms pulled against their bonds, and her eyes screwed tight as she grimaced at the earth-shaking orgasm forced on her by the tentacles stroking, sucking, and fucking her.

Silicone-based lubricant ejected from her new pussy, the very tendril that gave her said pussy gliding in and out of it. The lubricant clung to her leg as it leaked downwards to the floor, dribbling off her toes into a puddle.

Slowly, the tentacles withdrew from her, lowering her gently down into the puddle of her own mess on her hands and knees, gently ebbing her out of her orgasmic high. She panted like the dog she now was, regaining her stamina after such an enlightening experience. Her first female orgasm and her first orgasm as part of the hive.

Two prominent canine paws entered the upper portion of her vision, and she looked up to see Haley's legs at the edge of the puddle she'd made. “How do you feel?" Haley asked through the link between their minds. Haley's voice stood out to Toni amongst a chorus of billions, hers being the loudest when she spoke. Toni responded.

“Never better…I've… honestly never felt better than this."

Haley would have known this, of course. Toni assumed her alpha leader was just practicing formalities. Toni preferred this. One of the things she immensely enjoyed from her past life was conversing with others. Of all the things she was glad to have retained while shedding her humanity, holding a conversation with her cohort was one of them. She just loved to talk. She couldn't help it; being a bubbly shepherd came with the urge to gab.

Toni giggled. The tingling that washed over her body in climax tickled as it receded like a tide. She tipped her head up further to see Haley offering her a hand. Or…paw.

“Take my paw, little one. We still have much work to do." Haley said. Toni took it, and the wolfess assisted her new sister off the floor. Toni giggled as she was helped up.

“We have others to hunt," Rachel added. And now you can help us, too!" The cat offered a friendly smile. She was surprised when Toni stepped to her and embraced her in an affectionate hug. Rachel was taken off guard by the gesture but warmly reciprocated it. The two took some time purring and murring while their hands familiarized themselves with each other's form.

“Well, I'm glad you two are already getting along well," Haley remarked, speaking aloud again. “As much as I'd like to see you two girls show each other what good 'sisters' you are to each other, we have a task at hand." Toni and Rachel backed off from one another and giggled bashfully. Haley smirked and let a short chuckle slip through her muzzle. “We have two more to find within this commercial structure." The two turned toward Haley, finally giving the wolf their full attention.

“We follow you, pack leader," Rachel said.

“Yeah, lead the way with that expert nose," Toni added. Haley answered with a knowing smile.

“Oh, I will. It won't take long for me to sniff them out. Although, if our friend Ash is progressing the way I think he is, there won't be much left for us to assimilate by the time we get there."

Toni and Rachel turned to each other, sharing gleeful looks and wicked snickers.

******************************************************************************

The door to the security office wooshed as it slid open, disappearing into the wall. Larry and Ash stumbled in, Larry hurrying to hit the button that would shut and lock it again.

The two were disheveled and sweaty. They'd run across the mall trying to get here, hoping a security guard would be on duty, maybe with a radio to the outside world. But alas, empty. It seemed whoever was supposed to be on watch left long ago. Not surprising, given the circumstances outside. Larry scoured the office and its adjacent room for a long-range radio. Ash sat in one of the chairs, trying to slouch enough that Larry wouldn't notice the obvious mounds tenting his shirt.

“Bad news," Larry said, returning to Ash with a semi-defeated look. “No radio. None that'll reach beyond the mall." He paused to take a breath. “Good news is, I found a fire escape door in the other room that supposedly leads outside. At least we have a way out if that bitch shows up again." Larry began moving the larger furniture in front of the door they'd just entered from, forming a barricade. “At least this will slow her down. Even if just a bit."

He took a seat in one of the office chairs and placed his head in his hands. “I can't believe she got Rick…" His voice was sour with remorse. Ash didn't respond. He'd been staring at the many holo-glass displays crowding the wall before him, all displaying various security feeds from around the mall. The screens took up the whole wall, forming an artificial window for Ash to peer through, each rectangle a new world, yet a part of the same.

His eyes were glued to one in particular. The lower left-hand corner of the screen read: Camera Two, Tent Pitcher Outdoor Outlet. The display showed two of those creatures. He recognized one as the thing Haley had become, the one that chased them down the hallway, that…spoke to him inside his head.

The…pack leader…

One more creature, a partially assimilated creature at least, was pinned to the store's shutters, bound by tentacles. A mask, attached to one of the tentacles, was latched to her face. A buzzing gradually faded louder into Ash's mind as he looked on. It carryed voices with it, many voices. These voices told him this was Tony, or 'Toni' as she was now known. She'd become one with the hive now, as Ash soon would.

“Good…." He thought.

His concerning thoughts were interrupted by Larry, who'd joined him, watching the screen from behind. “Oh my god…" He said, jostling Ash free of his trance. “They got Tony." Larry leaned forward and squinted at the screen. “Unless someone else that looks like him got into the mall."

“Y-yeah. Pretty awful, huh?" Ash murmured, lying to his friend. In truth, he couldn't help but find the images rather…arousing.

“Yeah, no shit." Larry snapped back, scanning the screen. His eyes landed on the cat creature at Haley's side. He pointed to the latex cat lady. “That must be Rick then… Poor bastard."

Larry looked away and held his hands to his temples. “God! I should have noticed him tripping. We could have saved him!" He turned and stepped away from the wall of screens, falling back into his chair, ashamed of himself. Ash's eyes, however, were glued to the screen, watching the man that was Tony become something else. Something better…

Ash felt his member stiffen against his pants. Words formed in his mind, and he couldn't keep them contained. Something else spoke for him, vocalizing his innermost desires, brought on by the substance reforming him from the inside out since the pub.

“They'll both make excellent additions to the hive." He murmured, his voice noticeably higher in pitch. His canine nails scratched at his skin as a dark grey latex pushed forth through his pores. He shivered, and his back arched off the chair as he came in his jeans, his gooey ropes blotting the fabric restraining his member.

“What?" Larry asked, unsure he'd heard his friend correctly, hoping he hadn't heard his friend correctly. A *crack* emitted from Ash, ricocheting off the walls as Ash's face pressed forward into a proto-muzzle. The sound made Larry start, and he stood up again, creeping toward his friend. The inflection with which Ash spoke his words and the way his tone differed. Something was awry.

“Ash?" He asked again. “You, uh…feeling alright?"

Ash's hands suddenly gripped the desk. Larry saw them, overtly canine and slowly being overtaken by the same shiny dark-grey substance covering those creatures on the screen. Ash buckled against his seat. He violently arched his back, grinding his shoulder blades against the backrest. “Ash?" Larry pressed, anxiety making itself known across his flesh in the form of sweat and goosebumps. “Talk to me, buddy." There was no response, only more sickening cracks. With such painful sounds emanating from his friend, Larry expected to at least hear the anguished moans of Ash as…whatever was happening to him took its toll.

Then the moans came. Not moans of anguish, but moans of delectation. Was Ash…enjoying this?

Ash turned his face to peer over the high backrest of the chair. Larry immediately spotted the muzzle jutting from his friend's face poking over the top. Larry also eyed the sensually malicious smile stretching over that muzzle and the deranged, purple eyes accompanying it from further behind. They eyed Larry up like he was a piece of meat.

“I feel marvelous, Larry," said something that was no longer his friend. It had a womanly voice, sparked with some kind of electronic trill that made Larry's hair stand on end and his blood run cold. It sounded like the voice of that wolf woman, Haley. He wanted to run for it, but unfortunately for him, he'd barricaded the door.

The chair slowly spun around, revealing what Ash had become. It sat there, gradually settling into place after having endured the throes of transformation, having shifted from Ash to some kind of latex canine half-person. Larry stared with horrified fascination as the latex filled in the few patches of flesh yet untouched. The creature had no clothes. Larry hadn't a clue where Ash's outfit had disappeared. Regardless of where they'd gone, it appeared this…thing had no concern for clothes. It stared back at him with its amethyst glare. Larry's eyes flashed over its naked form, noting 'she' might be a more apt pronoun, what with her accentuated female appearance. Larry didn't know if these things even followed the human notion of gender. All he knew was that had her skin not been made of living rubber and her features not exhibited those of an animal, she definitely would have been the type Larry would chat up at the bar.

With the last of Ash's skin sealed beneath the latex surface, she quivered, then shook. Her latex coat ruffled, puffing up around the outer curves of her body, giving her the appearance of being 'fluffy.' A thick, curling tail sprung up behind her, bobbing out to the side. She smiled at Larry, displaying her maw full of clenched, off-white teeth.

Larry wasn't one to scare easily. He always faced life's problems head-on. But at that moment, as he stared at the latex husky sizing him up like prey, he discovered the true meaning of terror.

“What's the matter, Larry? I thought you'd like-“ she paused to cup her ample breasts with her hands, lifting them only to let them fall, jiggling against her chest. “-all this." She slid down in her spot, her new, bubble butt squeaking against the leather of the chair. Her legs parted, giving Larry a front-row view of her latex pussy. She reached downward with a hand and spread her labia with two fingers, making her display ever lewder. Larry had to pull his eyes away from the synthetic canine woman. His feet began carrying him backward, further away from her.

“Ash…" he began, thinking of something he could say to get through to his friend, if his friend were still inside all that latex and bust. “You have to fight this, man. This thing…it isn't you." A wicked giggle followed up his words.

“Oh, Larry. This was me all along. It has been since our invasion began." She leaned forward in the chair, resting her elbows on her thighs. Larry was still averting his eyes with a turned head and a risen palm, too fearful to gaze upon her form. “Don't you remember what happened at the pub? How you 'saved' me from that 'terrible' machine? Surely you do. You were so strong and brave, risking yourself for me." One of her arms turned inward, her fingers traveling between her legs.

Several circuits closed in Larry's head, lighting up a cluster of lightbulbs. He shuddered at the sudden revelations about the day's events and Ash's increasingly strange behavior throughout.

“That mask I pried off your face. It got you, didn't it? Didn't matter whether or not we freed you from it. You were already doomed. You've been doomed from the second that gunk got in your system."

Ash was resting back in her chair now, fingers trailing over her genitals, savoring the man's fearful discovery. “Oh, yes! Good boy, Larry. You figured it out! I should thank you for 'saving me' though. I got to enjoy every second of this blissful assimilation in slow motion for the past few hours, slowly becoming what I am now. You were never the observant type, though, were you? Rick was… But I dealt with him when Haley chased us out of the game shop. He, or should I say, 'she,' is much better now. Her new name is Rachel if you'd like to know."

Larry watched her mock him with her vile words. Anger and disgust at Ash's betrayal of Rick bubbled to the surface within him, overwriting his fear. He lashed out at her. “You little fucker. You're the reason Rick tripped?!" His fists balled at his sides. His scornful glare met her sultry gaze. Ash pried her hand from her cunt and placed her palms on the armrests, pushing herself up onto her feet. Larry refused to back away, now all in on getting revenge.

“That's right, Larry. We're all perfectly assimilated now. You're the last holdout in this mall, and Haley's orders, the orders of the hive, are to assimilate every human. And now I have you cornered, stuck in this room with me. I can make this very pleasurable, dear. Just give yourself over. It'll feel wondrous, trust me."

In a moment of clarity, Larry harkened back to their chase with Haley and how she'd demolished everything in her path to reach them. If Haley had that speed and strength, what's to say Ash didn't either? Perhaps his revenge would have to wait. Larry's eyes flashed to the side, eyeing the emergency exit, the door he'd left unbarred just in case. He made his choice and took his only chance to escape.

Larry dashed to his right, leaping over two desks. He sprinted for the door, hoping he'd caught her off guard. Of course, he hadn't. The latex husky had tracked his eye movements, her machine mind calculating exactly his next move. She bolted after him, far outpacing him. Larry was only a few feet from the door when Ash entered his vision, sliding in front of him and blocking his escape. He skidded to a halt, his momentum carrying him into her. At the last second, Larry decided to go for broke and charge her instead of stopping.

The next thing he knew, he was on his ass, sprawled all over the floor, having been knocked over. Ash stood over him. She hadn't budged an inch. Surely, she couldn't be that strong, right? To have blocked him so thoroughly, like some immovable object?

“I'm not letting you leave, Larry. Not until you become a part of… us."

Larry picked himself up and grabbed the first thing within arm's reach, a keyboard off the desk behind him. He swung it at her, but she stopped effortlessly with her hand. Her claws closed around the plastic object until it snapped, splintering and breaking in half while ejecting stray keys all over the carpeted floor.

“You're no match for me, hun. I guess you could say I'm built like a machine." Her devilish grin murdered Larry's hopes of escape. He was done for, and hopelessness settled into him like battery acid.

She reached out and grabbed him by the neck, her fingers squeezing just enough to let him know she meant business. She nearly picked him up off the floor with one hand, the one limb boasting exceptional strength. Larry clawed at her arm, but his simple biological form was useless against her artificial prowess.

With ease, Ash pivoted in place and forced him against the wall beside the door. He whimpered, the sudden motion and impact winding him a little and startling him much more. Without warning, she leaned in and planted her muzzle on his mouth, forcing a kiss that would change him forever. Her flat tongue snaked between his lips, filling the space inside and coiling around his, constricting and dominating it as she dominated him.

The nanite material coating her tongue seeped through the flesh of his own tongue and gums, her assimilating saliva slipping down his throat. It slithered through his cells and proliferated throughout his body. He felt it, too. At first, it was so subtle that he almost missed it. Then it rang inside him like a tiny bell, reverberating in his core and sending tiny, tickling waves through his muscles, skin, and hair. A shiver rippled through his being, like he had to sneeze, but ended up shuddering it away, unable to.

“And that's all it took, my sweet. It's already too late for you." She leaned into him, her muzzle hovering to the side of his nervous face. “I'm inside you. We are inside you. You can feel it, can you not?"

Larry growled angrily, attempting to mask the embarrassment he felt. Larry couldn't deny these strange, tickling, tingling feelings made him feel…fantastic. But to submit to a more powerful being, this being that had once been his loyal friend? He'd never felt something like this before. Larry found it strangely…desirable. He'd never had the chance to meet a woman who could overpower him, at least not in this colony. But now that such a scenario was playing out in such a spectacular way? It was an enlightening discovery, and Larry wanted others to experience it. He wanted Ash's power. The power to be something stronger and faster than even him.

“That's right, Larry, let reason sink in, guiding your thoughts. I know you. You want this. You would give up your own individuality and freedom to gain-.“ She paused and ran her free hand down her curvy body, her latex palm and digits squeaking against her form. “-all this. And I mean all of it." She made it abundantly clear what would happen to him, as if he couldn't figure it out based on what had happened to the others in their group. “I can make this feel even better than it already does. Give your human body the send-off it deserves."

Ash released her grip on Larry's neck and crouched down before him, her face resting level with his groin. She eyed his bulge confidently, imagining precisely what she'd do once Larry's pants were no longer there. Her purple, glowing gaze flashed up to meet his momentarily before flickering back downward. Her paw rose, and she caressed his package. “You know, Larry, I always admired and looked up to you. You were so strong and confident. It's funny how, in a matter of hours, I've become greater than you'll ever be as a human." Once again, her eyes flickered up at his face. “Lucky for you, I'm a good girl now, and as a good girl, it's my job to make you even greater, too.

Her latex fingers fiddled with the button and fly of his jeans, and the cloth covering Larry's manhood popped open. The rigid bulge contained within his boxer briefs sprung out, making Ash's eyes bulge at the sight. Her tongue lolled from her gaping muzzle. “Oh, boy." She huffed. “This is gonna be fun to ride. But first thing's first."

Ash tugged at Larry's briefs, yanking them down along with his jeans. His cock bounced free, rigid from Ash's words and attention.

She took it all in one gulp.

“Ooohhh…" Larry groaned. “Oh, m-my god…" Ash's blowjob was a thing of perfection. Like she'd been bred and trained for this her whole life. Like it was an Olympic event. Larry clutched at the wall, grasping for something to hold on to as his tool was polished like a crown. His rapidly crumbling resistance to her shattered right then and there. He no longer wanted to escape her. If he could feel even more incredible than this, even for a short time, it was worth giving up everything to his friend-turned-lover, to this…hive. He was doomed anyway, right? His friends had all been changed, and Ash definitely seemed to like it. Why not…see what all the fuss was about?

Larry groaned again. Ash's slobbery maw coated his member in the same thick slurry of grey goo that had been the source of her own transformation. It absorbed through his skin, spreading slowly over his crotch. It entered him, too, shooting up through his urethra and beginning the early steps of internal assimilation. Larry grabbed her ears, pulling her onto him, knowing he was dooming himself even faster. But he no longer cared. It felt too heavenly. He nearly cried out when she stopped sucking, removing the latex-coated tool from her muzzle.

“Get on the floor, Larry. I want to dance on that pole of yours. I need it so fucking bad." She tugged on his shirt like the begging latex mutt she was. Larry looked down at her wearily. “Give it to me." She demanded, hissing at him like a junkie deprived of their vice. Larry nodded and let his rear end slide down the wall. Ash grasped his ankles and violently pulled him across the floor toward her. The husky mounted her new mate, her artificial pussy drooling for his cock. She grabbed either side of the fly of his pants and pulled, tearing the garment in half, sending them flying to either end of the room, leaving him in his boxer briefs. She then reached behind herself and ripped off his shoes, sending his socks swiftly after them.

Larry looked on in shock. How quickly she'd disposed of his clothes and how much of his lower body was already encased in the same material coating Ash. It left him in awe, and he could do nothing but let Ash continue to have her way with him. She'd get whatever she wanted; he had no will left to fight her. At least he'd go out banging a cute babe, even if she was his former male friend only minutes ago.

“Mmmmm." She hummed, her electronic trill tickling his ears. “I always thought you were the type of guy to pack a lotta heat." She knelt over his crotch, letting the tip of his cock graze her rubbery pussy lips. “The way you always bragged about getting with all the ladies around the colony. I knew it must have something to do with the 'equipment' you were working with." She rested her palms on his abs, hiking his shirt up to do so. “I can't wait to try it out myself."

Ash descended upon his tool, feeling every surface centimeter spread her lower lips before entering her shiny new pussy. Its commendable girth stretched her, but there was no pain, only the abundance of pleasure as her artificial synapsis lit up across her assimilated brain.

“Fuuuuck." Larry groaned. Her silicone hole was squeezing his member, too tight for him, yet, it sucked him further inside, trapping him like a hungry, slippery finger trap.

“Fuck, yes!" Ash screamed out. “Oh, Larry, you animal!" She stopped to deliver a deranged cackle. “I guess that phrase will have more meaning in a little while, won't it, Larry?" She let a predatory growl slip past her clenched canine teeth. “Now, let's ride!"

Ash slammed down on Larry's cock, taking him until his cock rammed her latex cervix. She yowled out, her purple glowing eyes flickering as she attempted to keep them open. Larry's eyes rolled upward, nearly closing as well. Her pussy around his cock was the most intense feeling ever to have graced his body. But was it all from their intercourse? Or were the gradual changes occurring across his chiseled body doing some of the heavy lifting?

The snapping of his face answered that question. The bones behind it slowly reconstructed into something bestial. He felt them shift and heard the sound of their reformation. He knew this would happen—after all, it happened to all the others—but he didn't expect it to feel so… good.

The euphoria enveloping his body was spurred further on by the dark grey substance spreading outward from his crotch. With every thrust of Ash on his cock, the latex surged across his skin by a few inches, and so did their heavenly sensations. Soon, his hips were completely covered in it, advancing at a crawl down his legs and over his torso.

Wherever the latex spread, so too did the changes altering his shape. His legs crackled and popped as they grew extra joints, growing and separating bones into several more. His feet grew larger, tripling in size. He couldn't see any of this happening, of course. Ash's undulating form was shrouding his sight. Nonetheless, the euphoria blooming in his lower extremities painted a vivid picture in his mind. He arched his back and groaned, giving in to the pleasure now spreading up his torso.

The latex substance taking over his form journeyed upward, over his stomach and, soon, over his chest. His hips made a crunch as they spread wider. Larry thought the sound might have been Ash collaterally crushing his pelvis with one of her frenzied thrusts. One look downward set him straight. His hips were wider and womanly in appearance. That settled it. He wouldn't be one of 'the lucky few' men who got to, at the very least, retain their original sex. Distress settled in the pit of his stomach, and a cold sweat exuded from his uncoated skin.

“Awe, bad luck, sweetie. I guess the Hive doesn't need any more boys from our colony. Although, I'm sure you'll make a sweet little sexy bunny, anyways, Larry." Ash teased, fucking him with wild abandon. “Haley's gonna have so much fun pulling your long ears while she fucks puppies into you." She took a paw off his chest to knead her fingers over one of her nipples. “You'll love it though. Rick loved taking her puppies. What a pretty kitty she is now." She stopped to moan at the images conjured by her hivemind's shared experiences. “By the hive, I want a litter of her puppies myself!"

The husky creature on top of him raved like a heat-addled lunatic as she bounced off his cock. It was too much to bear. Larry hadn't a clue how she was able to maintain it without climaxing. He was already so… close .

Larry gritted his teeth and let an overwhelming orgasm rock his transforming body. His cock sprayed like a hose, coating the inside of Ash's brand-new pussy with his seed. His feminizing midsection arched even harder against the floor, showing off his latex-encased waist, pinched and petite. His chest thrust upward as his back arched, showcasing the budding breasts inflating under the spreading dark substance.

“Oh, no! Larry! Your weak human seed just will not do at all. Nice try, though. That's alright. Eventually, you'll be able to see what 'real seed' is like. Haley's seed…" She rocked her hips over Larry's, grinding her pussy on his crotch with each downward swoop, filling herself with him. “First, we need to make you a part of the hive."

Thousands of voices spoke her last word, hive. Not just her. A chorus of billions extolled the word in his mind, all as one. He could hear them chattering now, all of them sensuous, all of them yearning for something. Him. They yearned for him to join them, for her to join them. Ash spoke to him again, but her mouth remained stationary, her tongue lulling from her open maw.

“You hear them now, don't you, Larry? You hear… us?" she asked telepathically. Larry nodded, tears welling in his eyes. He heard them all right. They were so loud. He wished to be a part of them. “Let them in, Larry. Join us…"

“Y-yes…" Larry answered back. The latex was up to his neck now. His muzzle extended as far off his face as it would go with its leporine form. His frontmost four teeth nearly forced his snout open. They must be twice as large now, maybe even three times larger. It was hard to tell; all he had to go by was what his tongue could feel.

Larry could barely focus. There was too much happening all at once, the husky girl riding him, his body rapidly changing beneath the latex, the intensity of his climax. He was shrinking, his form losing entire sizes as it went from the burly, toned body of a man to the slender, petite body of…a female.

Snaps and pops accompanied the rest of the sounds the two made as Larry's body underwent multiple transformations. Larry craned his head up to watch his own thorough feminization. At least until his ballooning breasts obscured his sight.

“Now you understand, Larry. You were always meant to be a good girl, a pretty little bunny." Ash continued speaking into Larry's mind. “Just wait till your bunny programming kicks in, sweetie. You'll know what it means to breed. And You'll never have enough."

Breed….

That word struck a significant chord throughout Larry. It resonated in him. It became him. Multiple wires were suddenly severed within his mind, each one taking away what thoughts he could grasp onto. With each neural pathway blocked, he felt his mind dulling little by little, sinking further downward into simplicity. Larry was never one to get straight A's in school, but he'd never felt this dimwitted. Before long, he couldn't think for himself anymore.

That word, though… Breed…

“B-breed?" Larry replied, his new feminine voice squeaking from his throat.

“Yes…breed." Ash urged. “You want to fuck, fuck, fuck, until you're practically bursting with little cottontails." She stopped to giggle. “Well, I suppose they wouldn't be 'cottontails,' per say."

“N-need t-to…b-breed." Larry panted. His thoughts popped like bubbles, each replacing some piece of knowledge he'd learned with the compulsion to be bred until he burst.

“Need to be bred," Ash corrected. “Females are bred, you silly bunny."

“Y-yes…be b-bred…" Larry replied, finally gaining the mental link that allowed him to speak as Ash did. He gave himself willingly to Ash, to the hive. He wanted nothing but a life of relentless fornication, being passed from drone to drone as they bred him over and over again. He thought about being restrained by those tentacles while his cohort had their way with him.

Him?

What a strange word to refer to herself as. She was a female, at least as far as she could tell. There wasn't much between her legs anymore; a quick glance past her enlarging breasts presented her with all the evidence she needed of that. There was barely anything there, and Ash merely ground her pussy lips on the enlarged clit rising from her vulva. Larry let her head rest upon the floor again, sweet, girlish sounds floating from her open muzzle as her clit shrank and shrank, its sensitivity growing and growing.

“Now you're really ready to be bred, huh?" Ash murmured. “The ride was fun while it lasted, at least. Right, Lori?"

“Mmmm, oh, yes, hive sister!" Lori happily agreed. Every inch of her body was covered in the same material Ash's was, acting as her new skin. A stubby, bulbous latex tail now wiggled beneath her, filling the space left by the arch of her back. “W-what do you suggest we d-do now?" She asked. The sensitivity of her clit being stroked caused her voice to waver, even through their telepathic link. Ash flashed her a toothy grin and chortled.

“Let me show you, girl." Ash expertly repositioned herself between Lori's legs, spreading her own legs until the two latex beauties felt their genitals pressing firmly against each other. “You may be a girl now, but I can still ride you like an animal." Ash rocked her hips forward, grinding her cunt into Lori's. Lori moaned and gasped. Ash growled and panted. She humped into Lori's crotch slowly at first, but with each thrust, she gained a bit of momentum. Soon, she was rapidly fucking the rabbit's pussy with her own, the wet squeaking of their folds as loud as their ecstatic vocations.

“Well, it looks like you're enjoying yourselves." Spoke a confident, growling voice from behind the two. Both of them looked up in surprise to see Haley standing over them. Rachel and Toni joined, entering through the fire exit behind her. Haley placed her hands on her hips, and her entourage hung to her arms. The three watched Lori and Ash fuck like the latex animals they were.

“We are, sister," Ash answered. “Care to join us once Lori here has gushed all over the floor?"

“I think I will," Haley replied. The girls at her side nuzzled her arms and shoulders with excitement. “I was hoping to turn the girl myself. Larry seemed to have a thing for me when we first met, and I was looking forward to showing him how much better I am now. But it looks like you did it for me. Too bad, really."

Ash's eyes gravitated to the canine member standing to full attention from Haley's crotch. The husky licked her chops. “I'm sure she'd love a good breeding from you, sister."

The word 'breeding' rang through Lori's lust-addled mind like church bells. “Breed?!" She exclaimed, like an addict at the mention of their chosen vice. “Breed me! Breed me! Breed me! I need breeding!" The bunny's body tensed. Overstimulated physically and mentally, Lori succumbed to the bliss taking hold of her and succumbed to a climax like Larry had never experienced during his 'male, human' life. Femcum sprayed from her, the translucent, grey substance coating Ash's hips, thighs, and crotch.

The musky smell assaulted the other four drones' noses, and the three standing over the two shuffled in place, their unsatiable libidos flaring like a fire when fed pure oxygen. Ash came next, doing to Lori what the bunny had done to her, only to a lesser extent. She coated the girl with her own feminine juices, adding her brand of musk to the deluge fumigating the room.

Haley's mechanically integrated heart pounded in her chest. She stared hungrily at Lori, craving to be the first to take her as her own like she had Rachel. She needed to fill the bunny with her puppies, kits, or whatever. Haley shoved past Rachel and Toni to crouch down before the rabbit girl. She gripped Lori's ankles and pulled her away from Ash, pulling the fatigued Lori immediately onto her rigid member.

Lori yelped, unprepared to be impaled by the wolfess. However, after the first few pumps from the powerful canine, her startled yelps melted into whorish moans. “Yes! Yes! Breed me, Haley! I'm yours to use, yours to fill!"

“Damn right you are, girrrrrl." Haley growled back. The other girls grumbled to themselves, feeling left out, forced to watch while their leader slaked her ravenous lust before them. Ash eyed them up from her place next to Haley and Lori. They returned her gaze, their eyes wandering over each other's shimmering, dark grey bodies.

“You girls wanna go a round or two?" Ash asked. Rachel and Toni clung to each other, giggling and nibbling their lower lips. Ash flashed them a sly grin. “That's what I thought," Ash effortlessly picked herself off the floor and went to Rachel, taking the kitty by her neck and firmly 'guiding' her to the wall of glass monitors, pinning her to it.

Two of the monitors cracked under the force of Rachel's body slamming against them. Ash's hand rose between Rachel's legs, and her fingers plumbed the kitten's holes. Rachel squealed and squirmed in her grasp. She spoke to the husky, utilizing her telepathy since Ash's hand was nearly crushing her throat. The kitten loved being handled so roughly.

“Thank you for tripping me back there, Ash. Without your guiding paw, I might have missed all the fun. I might have never known how much fun being a kitty for Mommy is." Rachel punctuated her statement of gratitude with a soft meow, the only sound that could escape her constricted throat. Ash's mouth quirked into a pleased smirk.

“Oh, you're most welcome little kitten. Although, once I finally shifted, I would have taken both of you myself anyway. I was just doing what our gracious leader willed. Regardless, it is better to be assimilated sooner rather than later. And by Haley no less."

Rachel's toes curled as Ash's fingers dug deeper into the kitten's snatch. Ash turned her head to address the sheepish canine behind her. “Don't just stand there, Toni. I have empty spaces that need filling."

“Y-yes, ma'am," Toni hastily replied. She hurried behind Ash and nestled close to her, reaching around with one hand to massage the husky's breasts while the other swooped below and between Ash's legs.

“That's what I'm talking about." Ash praised. “Good girls, both of you." She slid a couple of fingers into Rachel's muzzle, and the kitty sucked them like they were coated in sugar. The three were lost in their own little world now, their love cries piercing above the bestial growls and lustful squeals coming from the two on the floor.

The room was choked with the tang of artificial feminine arousal, stinging the air like spilled gasoline. The five former humans writhed amongst each other, either against the wall or on the floor. Haley had her voracious way with Lori, knotting her before busting inside her, filling her to the brim. Meanwhile, Ash took charge of the two girls she was sandwiched between, ordering them around as they did her bidding until all three shook with ecstasy, the flurry of latex hands bringing their other sisters to climax.

They'd recharge for a short while, then go back to it, changing partners and exploring the possibilities of their new bodies. Eventually, the call of the hive would urge them to return to their duties, and the five would have to finally leave the mall behind. Sticky and satisfied, they wandered through the fire exit and made their way into the glaring Helios sun.

******************************************************************************

Jenna tapped her toe on the plasteel roadway outside of the mall. She gazed over at Soraya, who stretched against one of the streetlamps, her body arching against the metal structure, exhibiting her feline flexibility and flawless femininity. The two had been waiting for a while. With Haley having captured and assimilated every human trying to take refuge in the mall, they had not much to do but await the return of their lead huntress.

Jenna gazed up at the saucers hovering above the upper districts, floating between the buildings while projecting their hypnotic rays. She looked directly into the lights beaming down on her, no longer affected by their mesmerizing glow. Her eyes then followed the dangling serpentine appendages, seeking any stray humans caught out in the open. Jenny reminisced about her assimilation and how everything had felt new and unique.

Once the colony was under their complete control, perhaps she could enjoy them once more, twice more, forever more. She giggled wickedly at the idea, as did Soraya, reading her thoughts.

“An excellent idea, sister." Soraya agreed.

“Indeed. But first, we must complete the assimilation of these humans. This colony has only reached ninety percent conversion."

“The last of them hide too well, sister." Soraya pointed out.

“Indeed… That is why we require sister Haley. She is on the way with her new cohort."

“ Our new cohort, sister." Soraya corrected. “They are one with us." Jenna frowned at her.

“Yes, I know that, sister." She drew her attention away from Soraya and sought out Haley's mind in the grand choir of voices that was the hive mind. “Haley, how much longer will you be? We're waiting on you."

“Right behind you, sister." Haley's voice responded. Jenna spun around on her paw pads and looked to the fire escape two stories up. There was Haley the Wolfess. Four other drones accompanied her, all looking down at the waiting two with smiling latex faces and eyes glowing the same purple hue. Jenna smiled back at them. Soraya noticed her gaze and followed it to where the other group gathered.

“It's about time you joined us." Jenna jeered. “I see you were very successful in your hunt."

“Very," Haley replied proudly. “Just look at all the good girls I tracked down!" She hopped onto the railing and let herself fall near Jenna and Soraya, landing on both feet with a loud thud. The others followed, jumping from the upper platform, some swinging off the railing beforehand, all landing perfectly on their feet, unscathed.

Haley reached out to Jenna, and the two embraced, nuzzling their latex hides while taking liberties with their wandering hands. Ash sauntered up to Soraya, and the two shared an introductory nuzzle.

“I don't think we've met. At least not physically." Ash said.

“We have now," Soraya replied. “I hear you were an excellent helper to our huntress here."

“Indeed, I was. I was a very good girl."

“Aren't we all?"

The two shared a short giggle, then pressed their muzzles together, opening their mouths to explore each other's maws with their tongues. They pulled away and looked into each other's purple eyes.

“You taste exquisite." Soraya complimented. Ash shot her a sly smirk.

“Must be all the pussy I ate." Ash quipped. The two snickered and looked over at Haley and Jenna. They were still nuzzling each other, but now, Jenna's canine paw was reaching down and stroking Haley's member. The wolfess's leg shook as her hive sister pleasured her.

“This is a new addition," Jenna mentioned

“We c-can play with this later, J-Jenna," Haley stuttered. “We n-need to complete our mission. T-then I'll show you everything it can do."

“Only if you breed me so well it bulges my belly," Jenna demanded.

“D-deal," Haley agreed.

Jenna relented, withdrawing from Haley and turning to the others, who were sensually caressing each other to the sight of the two.

“There are still many humans to turn, fellow hive sisters. We must find them and join them to the hive!" Jenna eyed Haley's rear. The wolfess's tail was wagging lazily back and forth. “Fortunately, we have the hive's best nose here to sniff them out… And the hive's best butt." Jenna gave Haley's ass a good swat, and the wolfess gasped, then giggled in delight at the short-lived pain. Haley trotted forward and joined her sisters in the rank of latex girls standing in amorous attention before Jenna.

“Let's get out there and show those humans what they're missing. Like the beautiful colors."

“Beautiful colors…" Toni mused.

“And the tentacles," Jenna continued.

“Tentacles…" Soraya gushed.

“And the joys of changing."

“Mmmmmm, changing." Ash reminisced.

“And the fun of being a good girl,"

“I'm a good girl!" Rachel boasted.

“Yeah, you are," Haley teased. Rachel blushed a shade of darker grey. Jenna continued with her speech, a sly grin spreading across her muzzle.

“And don't forget the breeding-“

“Breeding?!" Lori cried, starting at the word and looking around frantically. “Where?! I wanna breed!" Ash giggled and followed up her outburst with a quip of her own.

“We know, Lori."

A deluge of girlish giggles broke out, and the group basked in each other's love and acceptance, an acceptance that only the hive could provide.

“Don't forget, once all the other humans are one with us, the 'real' fun begins." The girls all shot each other wicked grins, giggling mischievously amongst each other. They eventually straightened up and gave their attention back to Jenna.

“Well, ladies, shall we hunt some humans?" The girls shared nods and confident glares. “Good," Jenna stepped forward and grabbed Haley by her stiff member. The canine emitted a whine at the touch. Jenna leaned in and gestured to the city before them, bathed in kaleidoscopic light.

“Lead the way, huntress…"