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Thirteen.

Madeline was thirteen-years-old today, and her parents had given her the MP3 player that was currently playing from the short list of songs she had loaded onto it before starting a long walk across her rural Georgia town to the northern edge of town, where a family of bear athro lived. She wanted to show off her new toy to her best friend, Casey, and hopefully rip some of her albums onto it.

The cat smoothed some white fur behind her ear as she made her way up the steps and knocked on the door. The door flew open seconds later and Casey threw her arms around her friend, smiling widely. "Happy Birthday! Did you get it?" she asked excitedly.

Madeline held up the MP3 player and they squealed, and then ran upstairs to Casey's room. As soon as they were completely alone, Casey bit her lip and said, "Okay, my present to you is that we're going to go camping tonight by the river."

Madeline curiously arched her brows; they had camped there countless times. There was certainly nothing special about it.

"Except this time...Josh and Andy are going to spend the night with us!" Casey quickly added.

The cat gasped. "We can't spend the night with high school boys! And they're both canines, people will think we're sluts! They'll think we did something."

"We are going to do something. Besides, it can be our secret," Casey answered.

The cat really had no intention of screwing around with the older boys, but she decided just to go along anyway. At the very least, they would have fun. They filled a small backpack with some marshmallows and a fresh change of clothes, and carried the small tent two miles to the lovely glade they had discovered as children, chattering happily the entire way.

They had always been friends, but now that they were getting older, some very clear differences were becoming evident. Madeline was shy and a little geeky, donning glasses and math books when her friend was wearing the latest fashions and charming the boys. Casey was dead set on losing her virginity before high school, and had tried to convince Madeline to set similar goals.

Just as they started setting up the small tent, the wind started to blow and they could distantly see an extremely dark storm cloud approaching. Casey saw lightning cut across the sky, and frowned. "We'll never be able to make it home before the storm hits!"

"This is a heavy-duty tent for camping. It's waterproof, and I'm sure it can stand up to bad storms. I mean, people get caught up in bad storms all the time when camping," Madeline nervously said.

The crunching of leaves caused them both to look up as the two dogs entered the glade. Josh, a black Labrador, and Andy, a Golden Retriever, each took one of the plastic rods and started to assemble the tent deftly. They two were childhood friends, and had grown up close in the tiny town.

"We used to be scouts. Don't worry, this is nothing," Josh said. He reached into his pocket for a black velvet box, which he handed to Madeline. "By the way, Happy Birthday."

Madeline had been crushing on Josh for years, and as he smiled at her, she felt nervous and embarrassed. Most of all, she felt shy. She managed to mumble her thanks.

The wind started to blow furiously as they hammered the stakes into the ground, anchoring the tent. As soon as the rods were all in place, loud thunder warned them of the imminent storm, and all four crammed into a tent just big enough for two sleeping bags and zipped it closed.

Casey unzipped two of the waterproof, plastic windows of the tent and whined, "I checked the weather this morning. There was no rain chance at all."

Both girls screamed as a bolt of lightning struck the river near them, setting off a deafening roar of thunder.

"Hey, chill out. It's okay. It's just a storm," Andy said. "It'll blow through fast anyway; we saw how fast it seemed to come out of nowhere. I bet it takes ten, fifteen minutes, tops."

The wind started to blow even harder, and the west side of the tent started to blow inward as the plastic rod bowed under the force the wind applied. The boys exchanged worried faces, never having actually encountered such a sudden, vicious storm. A loud whipping noise came as the rod snapped and one of the metal anchors was pulled from the ground. The wind started blowing the other direction in an instant, and another anchor blew out of place, creating lift as the wind blew under the lightweight tent.

When the tent turned, the window revealed the source of the strong wind - a funnel cloud above them. Just as they realized what it was, and started screaming, the tip of it touched down and started sucking up dirt from the ground. It was within thirty feet of them, and Andy reached for the zipper door.

"Let's get out of here!" he shouted as he yanked it in the wrong direction. It snapped off in his hands, effectively trapping them. The support that held the tent broke and was sucked away as the tent was drawn into the tornado's suction.

"I don't want die!" Madeline cried as she clung to Josh.

The final anchor snapped free and the tent flew into the air into the earsplitting roar of the tornado.

Madeline woke up and was shocked to find that she was still alive. She wasn't sure where she was though. Her figners raked along the floor, which was warm, soft, and textured somewhat like a tongue. She sat up, and quickly crossed her arms over her nude chest as she realized she was naked.

The ceiling and walls all seemed equally fleshy, except for a set of silver elevator-like doors, and the room was balmy and warm. Perhaps, she decided, she had hit her head and was in some sort of an altered state. She looked behind her, and saw her three friends were also there, all similarly unhurt and completely naked. As she watched them, they all started to stir from sleep, making the same groggy observations she had.

"We-Where are we?" Casey groaned.

The doors opened and something neither of them had ever seen walked in. It was a human-like creature that was tall and hooved, and wore a fitted black uniform. "Welcome, Earthlings."

At that, Madeline screamed and scrambled to the back of the room where her friends were, no longer caring about the fact that they were all nude.

"Who are you? What is this?" Andy growled.

"This is Space Station XXX. I am Captain Xerxes. We offer pleasure services to creatures from all over the known galaxy. You have been brought here to engage in testing, breeding, and to serve pleasure to our clients," he replied

.

Casey and Madeline were clinging to each other, with tears running down their faces. "Please let us go," Madeline cried.

Xerxes gently shook his head. "You will only be a prisoner for a short time. You'll be compensated greatly for your services and will even decide to stay in this lifestyle. First you all have to undergo the conversion process. Please, tell the system your names."

"M-Madeline," she stammered. "Please don't hurt me!"

Xerxes said, "Subject: Madeline. Destination: Conversion and Research."

Warm, thick, pinkish red tentacles emerged from the wall and wrapped around her arms and legs. Then, she was pulled through the wall, which became permeable as she was pushed into a plastic pod and secured by automatic locking straps. The pod turned so that she was on her back, and then rocketed through a chute, to a room that was starkly white and clean.

She saw someone moving around, and was shocked to see a gray, bulbous-headed green man. He held up a three-fingered hand to press a code in on the pod, and then said, "Pod convert: Stirrups."

The transparent pod reshaped itself, forming a flat surface with several legs and stirrups, which held her legs apart.

"I'm Dr. Tobias," he said. "This won't hurt at all, and I'm not going to do anything perverted to you. We're just converting your body so that it is more efficient and less damageable."

"Let me go!" Madeline screamed.

Tobias sighed and said, "Relaxant." A slimy clear tentacle dropped from above and he directed it to her mouth. "Suck on it," he instructed, but her lips were tightly closed. The tentacle rammed in between them, and parted them forcefully. Sweet, warm liquid started to trickle into her mouth, and when she realized she had to swallow it or choke, she swallowed and felt her whole body relax at once. Her jaw went slack, and she started to slowly suckle to tentacle.

Dr. Tobias brought a large tray with syringes on it to a table at her side. "The first thing we do is make it so you regenerate incredibly fast and become tougher," he explained, poking the first syringe into her torso. He looked up to the girl, who was sucking on the tentacle like a baby would suckle a tit, and then down at the wetness gathering between her legs. "Now," he continued as he stabbed her with another syringe, "we tell your body to get rid of all the internal organs you no longer need. That means everything but your lungs, uterus, stomach, rectum and heart. You will no longer need to eat, although you will need to be able to drink and pass quite a lot of semen."

Madeline's fingers scraped against the plastic, but she couldn't make herself fight anymore.

"Pod Convert, Upright squat," Tobias said as the pod flipped her upright and into a squat. She looked up at him questioningly, but then felt an unbelievably intense pressure on her asshole. "Now, this part is going to be painful, but it will train your anus." The tentacle withdrew from her mouth, and he felt her tight asshole with gloved fingers. "Push."

The cat strained as if she was going to take a crap, but it was no use. She felt even more pressure, and as the effects of the relaxant wore off, intense pain as her bowels stretched and her tight, puckered hole started to bulge out. "Ngggghhhhh!" she cried out as she pushed as hard as she could. She watched from a mirror the doctor brought down as her hole stretched, stretched, turning red as she strained. "GAAAAAAAH!"

With a gush and a splash, her liver and intestines were expelled from her body. The doctor grabbed the worm-like intestine, and started to pull as her digestive tract followed. Her abdomen was notably flat and firm afterwards, curving out at her hips.

"Now, for that hourglass frame so many costumers enjoy," Dr. Tobias said, injecting her with another shot, "my special formula."

Her tiny breasts swelled out to voluptuous D-cups, her hips spread, and her whole body seemed to become athletically toned and curved. The doctor stepped back, admiring his work and the years of research and development that had gone into the drugs that transformed the pubescent earthling into a big-breasted beauty. She was perfect now, for taking huge cock and birthing, which had been the goal in harvesting the humans.

"Pod Convert: Pod. Return Subject Madeline," Dr. Tobias ordered.

The transparent restraints converted back to a plastic pod, which shot across the space station to deposit her in the fleshy room she had awoken in. Red tentacles grabbed her again, and pulled her through a permeable wall, lowering her down onto a giant stage. There were hundreds of men walking around the lounge, browsing through girls, drinking, smoking, and laughing. The tentacles held her arms and legs out, showing her tight pussy off to all who wanted to see.

A cruel looking, eight-legged, octopus came to look at her, and gently probed her tight pussy. A tentacle caught his own, and a robotic voice said, "Please present payment."

He reached into his pocket and put several pieces of gold currency into what looked quite a lot like a parking meter, and fleshy walls like the ones in the holding room rose up on all sides, giving them complete privacy. Then, he dropped his pants to reveal a monstrous cock. "Lube," he said. A mechanical hose dropped from the ceiling and he started to squirt hot lube all over her pussy and ass.

Madeline struggled, but the tentacles her firmly in place. The alien reached for his cock, and brought it up to her spread legs. "You're so fucking tight," he purred.

"Don't!" she screamed as the bulbous head pressed into her slick folds. The ten inch cock stretched her virgin pussy and she screamed. "It hurts!" she sobbed.

The alien grabbed her by the hips and slammed into her, slapping his four-balled sack against her ass unapologetically. "Unn...so tight. I could fuck this pussy all fucking night, you little whore."

Madeline let tears cascade down her face. She had never felt such pain as the intrusion, and he stretched her to what she felt were her absolute limits. She could feel every rippled vein as he pounded into her, sweating and talking about how tight her vagina was. He instructed the tentacles and they flipped her over onto her hands and knees, allowing the man to rape her even deeper. As her slick passage adjusted, she felt something she couldn't help but be ashamed of: pleasure.

The second she moaned, he chuckled. "You like that, don't you?" He put his hand up and the tentacles dropped her on the floor, allowing him to flip her over onto her back.

"No! I...I! Ahh!" she yelled.

He slowed down, and she found she was needy, desperate for release. "Don't stop. Please...keep going."

"Say you want me to fuck your little pussy. Say it," he growled as he withdrew completely and showed her his big, slimy cock. "Say you want me to rape you with this big cock."

She panted, and then cried out, "I want you to rape me with your giant cock! Fuck my little pussy! Fuck it!"

He slammed into it, and started to pound on her. "I'm gonna make you cum so hard you squirt, you little whore." He looked up and said, "Tiny tentacle," and then caught an impossibly thin, pink tentacle. He pressed pulled his cock out, and lowered his face down, guiding it until it found her tiniest hole of all. It snaked into her urethra as she screamed, and then started pumping her full of thick liquid. Her bladder filled, pressing her G-spot onto his cock as he started to fuck her again.

He watched her tight lips, red and stretched around his cock, and pounded into her cervix. He threw his head back. "Oh fuck, Arrrrgh!" he growled as his cock drove her closer to orgasm. "You're gonna squirt, oh fuck I want to see it. You fucking beautiful little whore."

"Harder. Fuck me harder!" she screamed, arching her back.

The man's octopus-like tentacles threw her up to his hips as he slammed down into her. Several painfully hard thrusts into her tight little pussy and she screamed out as she came. He rammed into her as hard as he could, and started to ejaculate as she did, pounding her as they rode down the orgasm, leaving evidence of their orgasms all over both of them. He just kept cumming and cumming though, and as her orgasm calmed down, she looked down to realize her stomach was bulging out.

He pulled out, and with every muscle spasm her pussy had, more of his cum gushed out of her.

The fleshy walls suddenly turned to metal and a door opened as the system said, "Time is up. Customer: Please exit now."

The man stumbled to his feet and walked out the door to the customer showers, while several hoses emerged from the ceiling to wash Madeline. A thin one went inside of her pussy, washing away the traces of her first client. She was thoroughly soaped by mechanical arms, and then rinsed off with warm water. Dry, hot air dried her off, and tentacles secured her as the walls dropped and she was back on display in the lounge.