MASTER Files 2: Kit Cloudkicker and Rebecca Cunningham

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#3 of MASTER Files

The second MASTER File is done! Now, Kit Cloudkicker and Rebecca Cunningham from Talespin have been captured by the evil, perverted mad scientists! What heinous and bizarre and sexy experiments will they run on them?


M.A.S.T.E.R. Archival File: 02931

Experiment 0329: Tertiary Testing Phase.

Subject 023 and 024: Rebecca Cunningham and Kit Cloudkicker

Experiment Supervisor: Prof. L

Observer: Mind 012

Subject Notes: Subjects were taken from Earth-19203. Their homeworld is technologically equivalent to the early to mid 1930s, but possesses many anachronisms like sky pirates, airships, and more. Subjects both worked for a cargo shipping company with one other. Subjects were captured with no resistance through basic subsonic hypnotic induction. Subjects easily fell into a trance and simply walked directly into capture ship without hesitation.

Subject 023, Rebecca Cunningham is a female bear of roughly 35-40 years old. She has brown hair (with stripes of varying shades of brown), brown fur, and blue eyes. She is of fairly decent health for a woman of her age, fitness, and time period. She is of average height, curvy build, and moderately large bust size.

Subject 024, Kit Cloudkicker, is a male bear of roughly 9 years old. He has brown hair, brown fur, and brown eyes. The boy perpetually wears a green cap backwards (indeed, despite attempts to remove it and store it with his other clothing, it keeps reappearing on his head when no one is looking). He is in fit shape for a boy his age and time period, and slightly under the average height.

Mind 012 Note: Subject 25, Baloo, was captured along with these two. However, due to his... rather prodigious size (both literally and in terms of innuendo), he was not qualified for this experimental phase. He'll have his turn later.

Neither subject shows any sign of supernatural or superhuman abilities or skills. Neither subject shows any sign of resistance to any form of mind control. Standard, basic hypnotic containment procedures are recommended.

Transcript of Experiment:

_Subject 23 and 24 are entranced and standing in the middle of the test chamber, following standard procedure. Rebecca is aroused, pink nipples showing through the thick brown fur of her breasts. Her vulva is on full display, already damp. She stares at the far wall, swaying back and forth slowly, unaware of her surroundings, or likely, even who she is.

Kit is in a similar condition. Naked (save for said ballcap), he is staring into space dully, a line of drool running down his lip. He barely comes up to Rebecca's breasts as he stands beside her. His penis stands proudly erect from his hips, rock hard. The pink length emerges from a brown sheath above a pair of pool-ball sized testicles. Scanners measure it as roughly nine inches in length, and surprisingly thick. The fat red-purple head is almost hidden under a thick foreskin, all but the very tip and slit obscured. A steady dribble of precum runs down the underside of the length._

Both Subjects have been dosed with Hypnotic Agent Alpha-27, a mild sedative that induces a highly suggestible state.

A trigger is given to awaken the two. Both give a sudden shiver from head to toe, and look around drowsily.

Subject 24: Unnngh.... What's goin' on? M-Ms. Cunningham? Where are we?

Subject 23: I... I don't know, Kit... The last thing I remember was... preparing some paperwork for Baloo to sign...

Subject 24 notices Subject 23's nudity. His face turns bright red as a dribble of blood runs from his black nose.

Subject 23: G-Guh... Ms. Cunningham! Y-You're... you're totally nakie!

Subject 24: Huh? *She looks down at herself.* E-E-EEEEEEEEEK!!! KIT!!! Don't look over here!!! *She screeches, covering herself with her hands. Kit turns away, blushing as he realizes his own erection.*

Prof. L: That's quite enough of that, thank you. You both should still have enough of Hypnotic Agent Alpha-27 in your systems to still be completely suggestible. There is nothing embarrassing about your nudity. Stop hiding yourselves.

Both Subjects' eyes go glassy and unfocused momentarily. They immediately calm down and their paws drop to their sides, no longer hiding their bodies from each other. Kit's face is still bright red as he examines a naked woman for the first time in his young life. Rebecca, on the other hand, looks shocked at the boy's sheer size.

Subject 23: ...Wh-Who's there? Who's talking?

Prof. L: My identity is of no concern. You are the guests of MASTER.

Subject 24: ...Oh, okay... But what's MASTER?

Prof. L: You would not understand it if I tried to explain it, nor believe me if you could understand. Therefore it is irrelevant. Put it out of your minds.

Subjects 23 and 24 both look confused, as if they have both completely forgotten what they were talking about.

Subject 23: What do you want with us?

Prof. L: You are here to participate in an experiment. You are the subjects. I am sure you wish to help us, of course.

Subjects 23 and 24 both look mildly confused again, their eyes sliding out of focus, but they nod slowly in agreement.

Subject 24: Um... Sure, I guess... Experiments are cool.

Subject 23: Yes, I guess that's reasonable... Though... I'm not sure why... *Scratches her head, apparently trying to figure out the logic.*

Prof. L: Excellent. First, I need you to masturbate the boy to ejaculation.

Subject 23: *Outraged.* You WHAT?! I'm not going to do that!!!

Subject 24: Wait, what? What does that even mean?

Prof. L: You must comply. You will obey.

At the word "obey," there is a sudden change in the demeanor of both subjects. Their expressions turn vacant and emotionless, all worry and anger and irritation washing out of them.

Prof. L consults with Mind 12.

Mind 12 Notes: Hypnotic Agent Alpha-27 needs to be re-evaluated. Subjects 23 and 24 had no special abilities nor particularly powerful wills, yet showed repeated resistance.

Experiment is momentarily paused while Subjects 23 and 24 are given doses of Hypnotic Agent Beta-11, a stronger medication. Subjects are primed with post-hypnotic triggers and suggestions. Experiment resumes 15 minutes later, once Beta-11 takes effect. Subjects are awakened from trance state.

Subject 24: ...H-Huh? Did something happen? I feel kinda funny...

Subject 23: Me too, Kit... I'm feeling strangely dizzy... *Rebecca shakes her head slowly, swaying on her feet.*

Prof. L: Ms. Cunningham, you will masturbate the boy to ejaculation. Do so enthusiastically.

Subject 23: Yes. Come here, Kit.

_Subject 24 complies without hesitation, dropping to her knees in front of the boy. Subject 23 looks confused, but does as he's told, walking over to her, his penis leading the way.

Rebecca wraps her hands around the boy's swollen shaft, slowly sliding her palm up and down the throbbing rod. Kit moans loudly, his eyes going wide as his penis is touched by someone else for the first time. His cock pulses, and a clear jet of syrupy precum bursts from the fat head to splash Rebecca's breast._

Subject 24: Nnng!!! I... I'm sorry! I couldn't...

Subject 23: *Soothingly, her voice husky.* It's okay, you can't help it. Just sit back and enjoy this...

Subject 23 cups 24's large testicles, sliding her fingers through the soft, thick brown fur of his scrotum. Kit throws his head back, whimpering as his body tenses. She murmurs softly, squeezing the large orbs.

Subject 23: My, my... So big... so heavy! I had no idea, Kit... And you're such a big, big boy...

Rebecca trails a fingertip up the fat underside of Kit's penis, counting the inches until she flicks her fingernail across the cumslit. Kit yelps as his penis bobs up and down, flinging another sloppy strand of clear fluid against her chest.

Subject 24: Miss... nnng... Hahh! Ms. C-C-Cunningham...

Subject 23: Kit, have you ever had an orgasm before?

Subject 24: I... I don't... Um... I... yes?

Subject 23: You don't sound very sure.

Subject 24: I've never... I've woken up with my bedsheets soaked in... something gooey before... and my thingie twitching... but I...

Subject 23: Ooh. Then you're in for a treat. Here, Kit...

Subject 23 pinches her fingers delicately around the underside of the boy's foreskin. Pulling back, she peels the thick hood away from the very large, red-purple helmet. Subject 24 lets out a sudden yell and arches his back. His penis throbs visibly, pulsating from base to tip as it lurches in Rebecca's grip. The fat head swells even larger as his testicles tighten to the base of his penis.

In the next moment, an immense surge of white liquid blasts forth from the head, catching Rebecca against the cheek. She squeals happily in surprise, giggling as she begins to pump the boy's cock. Kit howls and bucks his hips, sending powerful ropes of cum into her hair, striping the brown coiffure with white.

Testing chamber sensors immediately begin measuring the fluid. Scans show that his ejaculations are very large, but well within normal production for a ursine child of his age, size, and health. Judging from hormone levels and the amount of semen, this is the boy's first conscious orgasm.

Rebecca smiles happily, cooing softly to Kit, letting his cum strike her again and again. The white goo pours down her neck and chest, pooling in her cleavage. Her fingers deftly caress the boy's swollen flesh, professionally stroking him in time with each ejaculation. Kit gasps in delight, unable to stop himself as he gushes again and again. He watches in apparent shock and surprise as his penis jolts over and over, erupting with streamers of fluid.

After a minute or two, the volume and force of the boy's ejaculations begin to decrease. They slow steadily, until ending with a steady dribble. Sensors calculate that the boy has ejaculated several pints worth of semen. Rebecca's fur is dampened with semen, the white fluid dripping off her in thick rivulets. It glazes her entire upper body.

Kit sags back onto the ground, panting for air as his penis continues to jerk, jump, and dribble.

Prof. L: Thank you. You may rest for a moment.

Prof. L consults with Mind 012.

Subject 24: What... What was THAT?! I've never f-felt anything like that...

Subject 23: It was an orgasm, Kit... It's what happens when... When... Huh... Why did I... Why did I do that with you? I... I really shouldn't have done that...

Subject 24: ...I wouldn't... I wouldn't mind if you did it again... I dunno what all that stuff is, but it felt awesome. I wonder if Baloo knows about it...

Subject 23: *Blushes and looks down at the semen dripping from her fur.* I... wasn't expecting you to make so much of it. You're quite gifted, Kit. And yes, Baloo DOES know about it. You make almost as much as he does...

Prof L: Silence, please.

_Subjects 23 and 24 stop talking, glancing at each other, both compelled not to speak.

There is a moment where nothing happens other than more of Kit's spunk dripping down Rebecca's breasts and down the length of his cock. After a moment, a small pillar materializes in the center of the room, a black orb floating in electromagnetic suspension above it. Both Kit and Rebecca look at each other, but are unable to ask questions._

Prof. L: Boy, you will touch that orb. You may speak now.

Subject 24: ...Um... okay...

Compelled to obey by Hypnotic Agent Beta-11, the bear cub walks forward towards the orb. He winces and lifts a finger, extending it towards the black sphere. He hesitates for a moment.

Prof. L: Touch it.

Subject 24: Yes...

Subject 24's index finger makes contact with the ball. Its surface ripples and bounces and judders, as his finger dips into it.

Subject 24: Eww... It's... gooey! Wait, ack!!! It's stuck to me!!!

Subject 24 pulls his hand back and the orb comes with it. It begins to spread up his hand, over his wrist, and up his arm quickly.

Subject 23: Kit!!!

Subject 24: I'm okay! It doesn't hurt or anything, it just feels... icky!

Subject 24 waves his arm, trying to dislodge the black liquid, but not even a single droplet shakes loose. It forms a thin film over his fur, spreading inch after inch up to his shoulder, then across his chest.

Subject 23: Kit, be careful. What is that stuff?!

Prof. L: It is made of nanites. Do you know what a robot is?

Subject 24: Sure! They're in all of my comics! Ew, it's in my navel! *Subject 24 winces and tries to wipe it off, but only spreads it onto his other arm and further across his body.*

Prof. L: That substance is made of millions upon millions upon millions of tiny robots, smaller than you can possibly see.

Subject 24: Wait, I'm being covered in little robots? COOL! *Subject 24 grins, looking excited as the black film covers his stomach, spreading down his furry back.*

Subject 23 looks less enthusiastic, but does not (or more specifically, is unable to) voice her concerns, merely watching as the boy's entire upper body is coated in the fluid, and it spills down his rear, over his little tail, and in between his buttocks.

Subject 24: Ack! Ew! That feels WEIRD!!!

Subject 23 squirms as it spreads over and into his rear end, and down his legs. In front, it spills and spreads over his sheath and testicles. He yelps, moaning in pleasure as his hips buck forward. His penis throbs and pulses, beginning to drip precum again.

Subject 24: Unghh... s-something weird... is happening...

Subject 24's penis begins to swell further, new inches of flesh emerging from the sheath and pulsing. Within a minute, the little brown bear's penis has swollen from nine inches to nearly fourteen inches, and almost doubled in girth. His testicles swelled as well, reaching the size of very large coconuts. The pink flesh of his penis contrasts dramatically with the dull black of the nanite film of his sheath.

Subject 23: What... on... Earth?

Prof. L: The science is too complicated to explain to you in layman's terms. But the nanites are so tiny that they can manipulate the very molecules of your body. Right now, they are pulling ambient carbon molecules from the atmosphere and converting them into new cells, expanding the dimensions of your penis.

_Subject 23 and 24 do not seem to understand a word of this. Kit moans as he pumps his newly engorged shaft with both hands, peeling back the foreskin to expose the large head. The glans has expanded as large as his fist, a steady flow of more cum leaking down.

By now, 85% of Subject 24's body is covered by the nanite fluid. It has begun to spread up his neck and onto his face and into his hair._

Subject 24: Um... is this... stuff ever gonna stop?

Prof. L: You will both remain calm and let the process complete. Everything is proceeding as normal.

_Both Subjects' heartbeats and breathing rates slow, their expressions turning from concern and worry to placid contentment.

Subject 24 does not struggle as the film spreads up over his muzzle, then up over his eyes. The last bit of uncovered fur is a spot on his forehead. The scans show the nanites flowing into his ear-canals, going deep inside his head. Kit begins to tremble from head to toe, shaking as if beginning to have a seizure. Then... suddenly, he stops and stands as still as a statue, not even breathing. He is completely unmoving other than his pulsing, dripping shaft. The only part of his body uncovered by the nanites is his penis. _

Quickly, the front of Kit's face begins to alter. Mirrored silver lenses form over his eyes. The film over his muzzle takes on a silvery sheen, transforming into a steely facemask. Kit takes a deep breath, apparently able to breathe through filters in the front. The film hardens over his body, taking on the appearance of dull carbon armor plates, rather than sticky goo.

The boy takes several more shuddering, deep breaths, before his breathing evens out. Scans show his brainwaves have fallen into a minimal state, before starting to spike again, though remaining extremely subdued.

Subject 24: Kit? Are you... okay?

Subject 24 does not respond, staring at the wall.

Prof. L: Confirm status, Subject 24.

Subject 24: *When he speaks, his voice is metallic and muffled, as if he is speaking through a fan.* ...Status nominal. Nanite control established. Nanite host: Kit Cloudkicker is in optimal trance state. Armor hardened and functional. Reproductive system stimulated to 250%.

As Subject 24 speaks, his penis twitches. His cock jerks, sending a rope of semen onto the floor.

Subject 23: Kit, can you hear me?

Prof L: He can hear you just fine. He is perfectly well. In fact, I believe he is ready to have more... "fun." Don't you want to help him?

Subject 23: *Blinks dazedly, her eyes slipping out of focus.* Y-Yes... Yes I do...

Prof. L: His penis is so hard... so full... so ready to burst... He's like a son to you. I bet he wants you to help him with it.

Subject 23: ...Yes... Come here, Kit...

_Subject 24 turns and marches forward mechanically, standing still. The only parts of him still uncovered by the thick nanite armor are his penis and his blue ballcap. His cock twitches, dribbling a steady flow of sticky, white cum.

Subject 23 wraps her hand around his penis, slowly rubbing it with the fuzzy palms of her hands. She blushes as she watches the engorged length pulse angrily, bobbing up and down as she works it. Cum spills over the wrinkles of his foreskin and drips down over the backs of her hands, spurting occasionally onto her cleavage. Rebecca's free hand dips down between her legs, her fingers tickling her clitoris as she begins to peel back the thick foreskin._

Subject 23: Oh, Kit... You're almost as big as Baloo...

Subject 24: *Speaking in a low, metallic drone* ...Subject 24's penis is fourteen inches long, with a diameter of 3.4 inches.

Subject 23: *Not seeming to notice the boy's strange demeanor.* Oooh... Such a big, big boy... Come here, and let Ms. Cunningham take care of you...

_Subject 23 pulls Subject 24 forward by his cock, dragging him closer. Rebecca pants as she hefts her large, furry mammaries, letting Kit slip his penis between them. She squeezes her breasts around his cock, smothering them in her ample cleavage.

Subject 24 begins to pump his hips slowly and rhythmically, sliding his penis between her breasts. A steady flow of thick, white semen oozes from his fat head, smearing into her fur. Despite the size of Rebecca's breasts, Kit's newly enlarged penis is long enough that the head peeks out every time he thrusts his hips forward. Within a minute, a sticky squelching noise fills the room, as Kit's cum has drenched most of Rebecca's chest._

Subject 23: That's it, Kit... Back and forth... Oooh, so much cum already, you poor thing. You must be so backed up...

Brain-scans show that Subject 23's mind is currently functioning in roughly a 72% trance state, Professor L's suggestions currently guiding her every action and thought.

Mind 012 Notes: Exactly as it was supposed to be. Hypnotic Agent Beta-11 induces the "waking trance" we wanted much better than any of the Alpha agents.

A particularly large spurt of cum drapes directly up the center of Subject 23's face, up her upper lip, over her nose, right between her eyes and over the lighter-brown stripe in her hair. Rebecca gasps in pleasure, her hips arching a little as a trickle of her nectar spills down her thigh.

Subject 23: Eek! Kit! You're not even cumming yet, why are you so... juicy? Rebecca giggles dazedly.

Subject 24: Subject 24's semen production has been amplified to 250%. Pre-ejaculate has been replaced by full semen. Leakage is normal and within expected parameters.

Subject 23 stops pleasuring Subject 24. Rebecca eyes the shiny black substance covering Kit suspiciously, looking mildly confused.

Subject 23: ...Kit, why are you talking like that? I thought... you didn't know anything about sex?

Prof. L: You will disregard any confusion, Ms. Cunningham. Please continue pleasuring him to orgasm.

Subject 23: I... will disregard... Yes, I'll get back to work.

_Subject 23 begins to help Subject 24, cupping her breasts in her paws, using them to stroke his penis. Subject 24 shows no signs that he even notices or even feels any pleasure from the treatment; just continuing to thrust his hips at the same steady, mechanical pace.

Rebecca leans forward, wrapping her lips around the head of Kit's penis. She slurps loudly, visibly swirling her tongue around his flesh, gathering as much semen as she can. She pulls back, panting softly. A trickle of rich white fluid runs out of the corner of her mouth as she catches her breath. All the while, more and more of the fluid fonts from Kit's enormous glans, making messy everything that she had just cleaned._

Subject 23: Mmm... So much... Are you enjoying this, Kit?

Subject 24: Subject is at 75% tolerance. Ejaculation in 2 minutes, 20 seconds at current rate.

Subject 23: ...Um... that's good, I guess?

_The older bear shrugs, forced to put aside her confusion by hypnotic compulsion. She leans back in and opens her mouth wide, letting Kit's penis back into her mouth. As Kit thrusts between her firm breasts, the large furry orbs bouncing and wobbling around his shaft, she slurps and suckles at the head every time it peeks out. Cum splashes the roof of her mouth, which she swallows as fast as she can. Most of it spills down her chin and adds to the mess that Kit's penis slips back and forth through.

Kit begins to make small noises; tiny, barely audible grunts as he pumps his hips. His enormous balls wobble back and forth, visibly swelling even further. Veins bulge along the sides of his penis, as the entire thing throbs powerfully, actually expanding and contracting enough that the camera can pick it up._

Prof. L: Subject 24, please retract your mask? We would like to see your face.

Subject 24: Order confirmed. Retracting.

_The nanite fluid coating the bear boy's face begins to ripple. Quickly, it begins to move. First, the silver mask over his muzzle opens, splitting in the center and retracting back to his cheeks, exposing his mouth and nose. The boy's breathing rate is slow and steady, only slightly above baseline, despite his arousal being off the charts. The silver pieces evaporate after a moment, as the black liquid rolls back up over his face. It rolls back over his hair and down his neck, leaving his entire head exposed.

The boy's face is dull and vacant, most of the muscles slack. The young bear's eyes have turned a metallic silver, shimmering slightly. His jaw hangs open slightly, a little drool running down his lower lip as he continues to pump his hips. His fur is matted with sweat, his hair dangling limply into his face. Kit barely reacts as Rebecca drops down and slips her tongue under his foreskin, swirling around the fat head as she gathers the semen there. Her muzzle dips down inch after inch onto his cock, until the head bumps the back of her throat._

Prof L: That's enough, Subject 24. Ejaculate now.

Subject 24: ...Ejaculating.

_Kit's lips draw back in a feral snarl as he thrusts his hips forward one last time. Rebecca's eyes go wide as his cock rams into the back of her throat, pulsing between her breasts powerfully. His penis jerks violently. Suddenly, Rebecca's cheeks balloon outward like a chipmunk's. She makes a squeaking, gulping noise as cum explodes out of her lips around Kit's penis. The boy groans loudly as pleasure rushes through him, his toes curling. His heavy balls are drawn tight to the pink shaft as it twitches. Rebecca attempts to drink as much of his cum as she can, but most of it spills down her chin over her breasts.

Unable to keep up with the young boy's climax, Rebecca is forced to pull back and gasp for breath. Spouts of pearly white fluid blast upward from Kit's cock, splashing down upon her body. She gasps in ecstasy as cum strikes her face and chest, completely obscuring her brown fur in a glaze of milky white. Kit grunts and groans as thick, powerful ropes of spunk fire forth from his member, splashing across Rebecca's breasts. The fluid runs down her fur in streams, running down her stomach and over her vulva. The ursine woman moans and cries, masturbating feverishly as the child drenches her._

Rebecca gives a loud, groaning roar as she climaxes, smearing Kit's cum all over her cleft. She arches her back, thrusting her hips upward hard. She spreads her legs wide, presenting a target for Kit. The controlled cub obliges her, gripping himself aiming his fat, jumping length right at her muff, splattering it with blast after blast of semen. She cries out, rubbing her clitoris rapidly as she trembles from head to toe.

The scanners take note of every shot Kit fires, measuring volume and force. Where his first orgasm was merely a few pints, now he has fired quarts. His ejaculation force is nearly three times what it was, striking her with enough force to actually ricochet off her body and splatter everywhere. Even the pleasure can be measured objectively, and despite the boy's subdued reactions due to the mind control, it is easily three times the last orgasm.

Kit's orgasm comes to a natural end a minute later, his immense blasts slowing to gushes, to spurts, to a steady dribble on the floor. His hands fall limp to his sides and he resumes his idle state, awaiting commands. His penis does not soften, remaining as rigid as before, even as it continues to drip and spurt weakly.

Rebecca pants and looks around at the immense amount of cum soaking herself and the floor and the wall behind her. She blinks in shock, shaking her head.

Subject 23: ...Baloo can't even cum THAT much... That was AMAZING, Kit! I look like a polar bear... at least from the front!

Prof. L: Subject 24, status report?

Subject 24: ...Subject 24 is at 31% fatigue. Ejaculation was optimal, orgasmic pleasure was optimal. Subject 24 is awaiting orders.

Prof. L: Good. Now... Prepare nanite ejaculation.

Subject 24 blinks slowly, his silver eyes shimmering. Kit's penis jerks and twitches, bouncing as it stands out from his hips. The steady flow of semen suddenly comes to a stop... then begins again. But now, the sticky, thick fluid is jet black.

Subject 23: ...Kit? What is that stuff?

Subject 24: *Ignoring her.* Nanite ejaculation ready.

Prof. L: Ejaculate on Ms. Cunningham.

Subject 23: What?! But he just...

Subject 24: Ejaculating...

Subject 24 groans loudly and arches his back. Without touching himself even once, and despite having climaxed only a minute before, his cock begins to jerk and twitch violently. A stream of jet black cum fires from his tip, arching through the air, and landing with a loud wet splat against Subject 23's right nipple. The bear gasps in surprise and reaches up to smear the liquid off... only to gasp in surprise again as the ebony liquid begins to spread across her fur.

Subject 24: What the...?!

Subject 24 strikes her with a second, then third enormous blast of cum, splattering her stomach and her other breast. As soon as it strikes her, the black semen begins to spread across her body, forming a thick glaze. Her attempts to wipe it off just spread it further.

Subject 24: Kit, stop it! I'm... This is very strange... I don't think I want...

Prof. L: Ms. Cunningham, you will please calm down. Nothing is wrong. And doesn't it feel very, very good to have your son showing you how much he loves you, by ejaculating all over you?

Subject 24's eyes turn glassy and her head sways a little. Her mind goes foggy.

Subject 24: *In a low, sleepy monotone.* ...It feels very good... to have Kit show me how much he loves me...

Subject 24 calms down and lets the boy continue to splash her body. He pumps his shaft, rolling the thick foreskin up and down over the head of his cock. Streams of black liquid blast against Rebecca's body, coating her already-drenched fur with more sticky goo. But unlike Kit's mundane semen, every droplet of black liquid expands, beginning to spread under her breasts, down her arms, and down her loins.

As the fluid covers the expanse of fur above her groin, it begins to ripple and shift, bubbling. Rebecca yelps, her eyes going wide as she thrusts her hips upward. A hole opens up, and from it, a pink bulge of flesh begins to emerge. WIthin seconds, it has enlarged into what is clearly the head of a very wide penis. Inch after inch of flesh swells outward, growing from Rebecca's hips. Within a minute, Rebecca's new penis stands even longer than Kit's enhanced length, the scanners measuring it at almost sixteen inches. As soon as it finishes forming, the foreskin wrapped around the fat head, the entire length begins to pulse. A dribble of white fluid begins to leak down the underside.

Subject 23: W-What is... This feels... This is... Nnngh... Th-Throbbing...! I'm... I'm going to...

_Subject 23 yelps as her body tenses from head to toe, her hips rocking. Thick gushes of white fluid erupt from the head of her penis, splashing across her front. The ropes of hot cum seem to sit on top of the black fluid that Kit has coated her with, rather than mixing with it. _

Kit grunts, cupping his swollen balls in one hand, even as he pumps his penis with the other. He methodically aims his shots, working to cover as much of her body as he can bit by bit. A blast splashes her vulva, merely adding to Rebecca's uncontrollable orgasm. The fluid spreads over the furry mound, surrounding and seeping inside her, coating her walls.

Subject 23: E-Eeek! I-It's inside meeeeee!!! I can f-feel it m-moving!!!

_Subject 23 shakes and pants, unable to help herself as burst after burst of cum works its way up her new penis and out onto the floor, over herself, and over Kit. She blushes and wraps a black-goo coated hand around her shaft, peeling down the foreskin to expose the red-purple glans for the first time.

She doesn't have time to admire her new flesh for long, as Kit aims his cock at her face. Before she can react, an enormous cable of black goo smacks against her right cheek with enough force to actually turn her head a little. The fluid ricochets against her muzzle, streaking up into her hair as it begins to spread rapidly. Further gushes obscure her face from view as she splutters, the jet black fluid going into her mouth, up her nose, and into her ears._

She begins to tremble from head to toe, every muscle locking up and violently shaking. The scans show the nanite fluid infiltrating her brain, infusing itself into her very mind. Her cock jerks wildly, firing powerful jets of semen as she climaxes harder than ever before, her hips lifting almost a full two feet off the ground. Her head is obscured under a thick layer of fluid, only the shape of her ears and hair visible beneath the glaze. She is a humanoid mass of black, the only part of her still showing being her rigid, spurting penis.

Then, she suddenly goes still and unmoving. Quickly, silver lenses shimmer into place over where her eyes are, followed shortly thereafter by a silver mask over her muzzle. Her chest rises and falls as she takes a shuddering breath through the mask, then her breath rate slows and steadies. The glaze of sticky goo hardens into similar armor as Kit's; flexible plates of dull, matte carbon. She lays on her back, penis dripping into a puddle on her stomach.

Kit's orgasm comes to a surprisingly sudden close, one last gush issuing from his tip onto her left foot. Then it just simply stops, dripping for a moment. The flow of black fluid stops, and his penis twitches. A second later, the flow resumes, but his semen is pure white once more.

Prof. L: Subject 23, confirm your condition?

Subject 23 rises into a sitting position, staring at a spot on the wall.

Subject 23: *Speaks with the same electric, synthetic edge; muffled and as if she is speaking through a robotic voice filter.* ....Subject 23's status is nominal. Nanite control is fully established. Host: Rebecca Cunningham is in deep trance state. Nanite armor is fully hardened. Reproductive system stimulated to 270% normal. Subject 23's penis is fully functional and erect.

She climbs to her feet, standing at attention. Her cock twitches, splashing the floor with a burst of cum.

Prof. L: Please retract your mask?

Subject 23: Order confirmed.

_Like Kit before, the silver muzzle-plate splits in two and parts back before dissolving away. The black substance rolls back as the lenses dissolve. Rebecca's head is exposed moments later, her hair disheveled slightly. Her eyes have a distinctive silver sheen to them as she stares emotionlessly at the wall, all individuality or intelligent thought seeming to have been drained away. The woman stares blankly, awaiting further commands. _

Prof. L consults with Mind 012, while the two mind controlled bears stand and stare without a thought of their own in their heads. The only sound picked up by the microphones is the steady splash of cum on the floor, as their lengths drip steadily.

Prof. L: Subject 24. Please have sex with subject 23. When you are ready to ejaculate, please speak up.

The bear boy tilts his head slightly.

Subject 24: ...Subject 24 can ejaculate on command. Do you wish me to begin now?

Prof. L: No, just when you are naturally ready.

Subject 24: Orders confirmed.

_The boy turns to face Subject 23. He grips her hand, pulling her forward and gently down to the ground. Rebecca does not resist as she lets the boy guide her movements, pushing her to the floor onto her back once more. She spreads her legs for him, letting him position himself. He grips his penis, stroking it slowly as he moves in, aiming it at her entrance. He moves forward, sliding the fat head against the smooth, carbon-covered mound.

At the touch of his penis, the nanite armor over her loins parts, revealing her furry vulva beneath. Kit wastes no time and presses the head firmly against her opening. Rebecca stares up at the ceiling, barely reacting as his penis begins to push inside her, spreading her walls as wide as they can go. Kit takes his time, working his hips back and forth as he pushes his cock deeper inside a little more with each thrust forward. His black-covered balls wobble and jiggle as he grunts softly, pumping his hips forward into her._

Rebecca continues to stare blankly at the ceiling, letting Kit work. Her hips shiver and her new penis drools onto her stomach, but outside of the occasional catch of her breath or thrust of her pelvis, she shows no signs she is even aware of the boy.

After a minute of working, Kit's pelvis presses to hers. He is barely panting, his breath slow and steady.

Subject 24: Subject 24's penis is fully penetrated. Awaiting permission for intercourse and stimulation.

Subject 23: Permission granted. Begin intercourse and stimulation.

Subject 24: Confirmed.

The young bear begins to pull his hips back, drawing his cock out of her. His thick shaft drags against her clitoris the entire way, sending pleasure rushing through her body. Rebecca groans softly, but remains still. Kit huffs and draws his hips back, the nanites and instinct controlling his body where his own knowledge fails. He stops precisely when the head of his penis remains within her, the rest of his shaft pulsing angrily. Semen already leaks out of Rebecca's labia, Kit's cum spilling inside her steadily. He measures for a moment, his silver eyes shimmering for the moment as he narrows them in concentration. Then, he pushes back into her, sinking inch after inch of enormous boy-cock into her warm, wet depths.

Quickly, efficiently, Kit begins to build up a steady, almost mechanical rhythm. His hips pull back precisely the same amount every time. He thrusts in with almost the exact same amount of force every time. The sound of his heavy carbon-covered testicles slapping against her rear end comes like clockwork. Rebecca begins to meet his thrusts, lifting her hips up to meet him as he thrusts down into her.

Scanners show Kit is ejaculating into her continuously as he drives his hips in. As before, his cock is steadily pulsing, a flow of milky fluid pouring into her tunnel. The young bear grunts softly, driving his hips forward into her as his cock flexes, pumping more and more spunk deep inside her.

Subject 24: Beginning stimulation.

Kit reaches up and wraps both hands around Rebecca's penis. He begins to stroke her at the same slow, steady pace that he is thrusting. His hands slide up and down the firm, dribbling flesh, smearing her semen over her shaft, even as she rolls her thick foreskin up and down. She moans as her cock convulses, firing a thick rope of cum up Kit's face, splashing against his ball-cap. The boy does not even flinch, continuing to milk her shaft as he leaned in. Opening his mouth as wide as he could, he suckles on her helmet, slipping his tongue under her foreskin.

The two armored, silver-eyed bears pump against each other, their pace never changing. They move like machines, every movement calculated to bring maximum stimulation and pleasure. Kit's cock slips in and out of Rebecca's vagina, grinding incessantly at her clitoris. His cum splashes her inner walls, pouring out of her already. Her semen coats his face, splashing up his cheeks and over his black nose. Rebecca grunts softly, letting the boy do most of the work, angling her hips for the most pleasure she can get.

Subject 24: ...Orgasm impending. Testicles rising and tightening. Muscle spasms beginning. Thirty seconds and counting to ejaculation.

Prof. L: Thank you for informing me, Subject 24. Please pull out of Subject 23. You do not have permission to ejaculate yet.

Subject 24 complies without hesitation. He draws his hips back, sliding his penis out of Rebecca inch by inch. The long, pink length of flesh pulses, and as the head pops free, it slings a powerful rope of cum that streaks up the front of Rebecca's body. He grunts, holding his penis as it throbs and convulses powerfully.

Subject 24: ...Restraining orgasm. Awaiting permission for ejaculation.

Prof. L: Good. Now, Subject 23? Please, go ahead and penetrate Subject 24.

Subject 23: Orders confirmed.

_Subject 23 climbs up onto her knees, her cock pulsing and dribbling onto the floor. She pushes Kit onto his hands and knees, his long, throbbing length actually sliding in a puddle on the floor. The bear woman moves slowly, as if not quite sure exactly what she is doing. She grips Kit's wide, armored rear end, spreading the boy's cheeks wide. Moving her hips forward, she presses the fat head of her penis to his opening. Kit groans and gasps, craning his head as Rebecca's cock presses inside him.

Rebecca groans deep in her throat, her mane of striped brown hair hanging behind her as she slowly rocks her hips back and forth. Her semen, constantly spurting and dribbling from her tip, helps lubricate the way into the boy. Kit, for his part, presses back against Rebecca, helping her enter into him. Inch after inch slowly slides deep into his rear end, making him cry out as he splashes the floor with more thick, sticky cum. _

It takes several minutes for Rebecca to finally hilt herself inside the bear cub, her hips pressed firm against his rump. Kit pants as he hangs his head low, his silver eyes staring off into the distance. His heavy, swollen balls are tightened against his penis, veins bulging up along the shaft as he strains to hold back his climax.

Prof. L: Subject 23, proceed to stimulate to orgasm. Subject 24, when she climaxes, you may do the same.

Subjects 23 and 24: Orders confirmed.

Rebecca begins to pull her hips back, sliding her stiff, spurting length back and forth into Kit. She moves with the same robotic, mechanical efficiency that Kit did earlier, driving her hips forward at a steady pace. Despite some initial awkwardness, she soon finds a stable rhythm. Her cock slides smoothly in and out of Kit, her semen splashing inside him, spilling out of him and down over his black-covered testicles. She grips the boy's wide, girlish hips, squeezing them as she draws him back to her, helping him thrust against her. Her breasts bounce with each thrust, her nipples erect and visible even through the black armor that covers them.

Rebecca's expression is completely blank and expressionless as she works. Her silver eyes stare at the distant wall, not really seeing it. She moans mindlessly, driving herself into the boy. Her nectar spills down her thighs, puddling beneath her as she pounds into Kit.

Her hips slap Kit's hard enough to cause his cock to bounce up and down. His penis splashes into the puddle of cum beneath him, scattering and slopping spunk everywhere. It twitches violently as he groans. He is trembling with the effort of holding back his orgasm. Despite the strain, his silver eyes stare equally as blankly as Rebecca's, his face completely devoid of pleasure or emotion.

Rebecca leans down over the boy, holding his waist as she pumps a little faster, her cock throbbing visibly on the camera. Her body begins to shake and tremble as well, her muscles tensing under the black armor that covers her.

Subject 23: Ejaculating.

With no preamble, Rebecca arches her back and moans loudly. She buries herself to the hilt one last time, groaning. Her cock visibly expands and contracts within Kit, before a torrent of cum washes out of him, splattering her own thighs. Her body tenses tightly against the boy, as pulse after pulse of thick, gooey spunk fills him. His stomach swells outward with the sheer amount.

Kit groans loudly as he climaxes. His cock fires off powerfully, splattering the floor with fresh waves of spunk. As his member convulses, the stiff length jerks up and down. It dips into the pool of semen beneath him, the liquid bubbling with each spurt. His testicles clench and quiver visibly as they unleash their burden onto the floor. The boy's expression never changes, even a little, but the tension inside his body is noticeably relieved as he finally attains his orgasm.

Rebecca grunts, thrusting her hips forward in time with her ejaculations, driving each spurt as deep into him as she can. Unable to fit another drop of semen in the boy, she pulls out. Gripping her penis with both hands, she pumped her foreskin up and down over the head of her shaft. Streamers of semen splash across Kit's back, splattering over his large rear end, dripping down. She groans softly, thrusting her penis between the boy's cheeks, even as her shots of cum fire clear over Kit's back onto the floor in front of him. She stripes his back, leaving messy dribbles running down his sides and a puddle in the small of his back.

Kit takes no notice of the amount of semen coating him, his silver eyes glazed over. His hips thrust forward as he gushes into the puddle below him, thrusting his cock into the rich, thick goo. His carbon-armored testicles pulse, still unloading incredible amounts of semen despite three earlier orgasms. The boy groaned, rolling onto his back. He gripped his shaft and pumped it time with his ejaculations with one hand, fondling his swollen balls with the other. Rebecca's cum mixes with his own as he drenches his stomach, chest, and chin.

Slowly, the two armored bears come down from their orgasms, their gushes and spurts slowing back to a steady dribble. Both bears stop moving as the pleasure fades, both remaining still as statues; Rebecca on her knees with her pulsing shaft in paw, and Kit flat on his back, his entire front soaked in cum.

Prof. L: Subjects 23 and 24. Stand at attention.

Both nanite-infused bears pick themselves up and stand straight, staring straight ahead.

Prof. L: Masks on.

The armor ripples and shifts, spreading up over their heads, coating every strand of fur, every lock of hair in nantes. Within seconds, Kit and Rebecca's faces have vanished under a layer of black goo, before the silver lenses and muzzle-plates form again. The only remaining traces of their identities are Rebecca's hair (now jet black and glistening wetly) and Kit's cap.

Prof. L: Subjects 23 and 24, status report.

Subject 23: Subject 23 is at 47% fatigue. Orgasmic pleasure was optimal, ejaculation was optimal. Penis is fully functional and erect. Semen production is at 250%. Subject 23 is awaiting orders.

Subject 24: Subject 24 is at 91% fatigue. Warning, subject requires recovery period before further sexual activity, or unconsciousness may occur. Penis rigidity is at 80% and falling. Semen production at 176%. Recovery period necessary to restore production to maximum. Orgasmic pleasure was beyond optimal, ejaculation was optimal. Subject 24 is awaiting orders.

Prof. L consults with Mind 012. Subjects 23 and 24 stand unmoving, staring straight ahead. Cum leaks down both of their erections and down their inner thighs.

Prof. L: Thank you. You will both prepare for collection. You will be given assignments after a rest period. Please report any anomalies immediately to your nearest supervisor.

Subjects 23 and 24: Orders confirmed.

_With that, the lights dim as assistants come in (wearing biohazard suits for protection) and escort the two bears out of the room. _

End of transcript.

**Mind 012 Notes: Not bad. This technology could be used quite easily to create a large number of servant drones. However, Mind 012 recommends that this technology be used under strict observation and quarantine; it has the potential for containment breach and uncontrolled spread. The last thing we need is a ship full of mind controlled, goo-covered, mask-wearing zombies with no one to control them.

Not sure why you added in the specification that it gives the user a giant, dripping penis when there's no real need for it, but... Hey, not complaining!

In other notes, Hypnotic Agent Alpha-27 should be retired from further use until it is reformulated. If it can't even render NORMAL people into a consistently suggestible state, what use is it going to be against anyone with a stronger will, much less anyone with even MINOR supernatural abilities?

Mind 012 further recommends the suspension of Alpha-level hypnotic agents for anything except medical sleep induction usage. They're useful for getting a good night's rest, but not much else. Use Beta or higher for ACTUAL hypnotic effect.**