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GALAXY

XPRESS THREENINE:

MAETEL'S

SECRET

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By Hardcover

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Based on characters

Created by Leiji

Matsumoto

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Everyone embarks on a journey, dreaming of the Sea Of Stars.

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Chasing the picture of one's dream endlessly. While still on the road, one eventually succumbs to an eternal sleep, though there may still be far yet to go.

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Lives end, lives begin.

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The train runs through this endless flow. It carries on its infinite tracks the hopes, the ambitions and the youth of all humanity.

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And for one youth that train runs again today.

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Almost invisible against the black star filled sea of space, the legendary train Threenine of the Galaxy Xpress Spacerails made it way along it's invisible tracks, chugging along like the old railways of Earth, but moving through the sea of stars, traveling through space from one planet to the next, taking with it its various passengers, each with their own aims and dreams, and their own stories. And above all else, their own reasons for the trip they were making. Some went to return home after a long absence, some were down on their luck and were off to try their fortunes on a different world hoping for a better break. Some were young lovers on a trip to simply see the marvels that this wondrous universe had to offer to the eyes of the human race. Everyone, of course, had their reasons.

The train itself was strange to behold; resembling not the high tech slick looking space trains of the rest of the line, but rather looking like an old classic steam locomotive from the ancient years of the planet Earth, even billowing steam out of its smoke stack. Of course, the Threenine was, in fact, a state of the art space train, powered by all the modern technology that made space faring a real and common possibility, its rustic look simply a bit of style and décor. In fact, it was entirely possible for one to forget that he was in outer space, if he had but to simply not look out the window.

At the moment, however, one of the passengers was, in fact, staring out the window. Gazing ruefully at the vast expanse of stars that seemed not to be moving at all, Tetsuro Hoshino had the grim weathered features of a youth who had endured an unkind and trying life. These features, did tell the correct story, for Tetsuro had been handed a rather unfortunate history. He never knew his father, and as you young boy, his mother had been murdered right in front him; gunned down for sport by Count Mecha, an aristocratic machine person who hunted living human's for sport. Orphaned, Tetsuro had grown up a street urchin in the slums of planet Earth, never forgetting the death of his mother.

Machine bodies: The enigma of the universe. One could give up their human body and have their minds loaded into a machine body, achieving immortality in the click and whirs of artificiality. They could be had, for free, but in order to do so, one had to travel deep into space to the machine planet Prometheum. Tickets to this planet on the galactic railroads were very expensive, and thus, ironically, very few people could actually afford to get their 'free' machine bodies. This had been a constant source of frustration for Tetsuro, who wanted a machine body of his own for one single purpose: To kill Count Mecha.

That had all changed when he'd met the strange and enigmatic woman named Maetel, who had offered him a lifetime pass on Threenine as long as he was her companion for the trip, and agreed to protect her. He'd jumped at the chance, despite it sounding too good to be true. And there was also something else; Maetel bore an uncanny resemblance to his dead mother, a fact that both attracted him to and repelled him from the strange woman who was his traveling companion.

Tetsuro was a young man just barely over his eighteenth birthday and still a boy in many ways. He was short with a round face and thick brown hair that covered his ears and neck completely. He was dressed in a green jacket with a high collar, a red shirt and tattered yellow pants, the very same clothes he had boarded the train with. He watched the stars with a wistful fascination: It had long been his dream to sail the Sea Of Stars, free from the strife of his world, guided only by his destiny, like the famous space pirates Captain Harlock and Emeraldas, notorious outlaws that were the idols of the disenfranchised youth of Earth.

He turned his attention back to Maetel. They were eating together in the dining car of the train, his strange benefactor sitting across from him. Maetel was hauntingly beautiful, with narrow piercing eyes, a pretty face, and long luxurious blonde hair. She dressed all in black, wearing a long black fur lined dress and a matching fur cap. The dress billowed about her, but it didn't manage to hide her curvy voluptuous figure. There was always something slightly sad about her, and strange haunting pain in her eyes that always made her look like she bore wisdom beyond her years.

She spoke in a soft, but musical voice, "Tetsuro, you've been staring out that window for a while. Is something on your mind?"

In fact, something was on his mind. They had just left Pluto, where he had seen the vast ice fields that stored the bodies of those who had given them up to get machine bodies. Their guardian was a blank faced machine woman named Shadow, a tragic woman haunted by the fact that no machine face had ever matched her original. But that wasn't what was bothering him, what was on his mind was that before running into Shadow, he had spied Maetel looking at one of the bodies under the ice. She had been evasive about what she was doing. It constantly nagged at him, as he was now sure that there was something about this whole trip that Maetel wasn't telling him.

"I was just thinking how sad that Shadow woman was." He lied, "It must be so lonely for her."

Maetel said with her usual tone of melancholy, "It can be very lonely when you cast off your humanity like that. You can live forever in a machine body, but there are always some things you can never get back. When they're gone, they're gone for good."

It was a typically cryptic thing for Maetel to say, so he just shrugged his shoulders and then asked, "Are you okay?"

"Why do you ask?" Maetel replied.

"It's just that you look kind of depressed." He observed.

There was a sudden, troubled look in her eyes, but she covered with a smile and polite laugh, "Shadow always does that to me."

After a second, she got up. She rose with graceful, fluid movements almost as if she was in a dance. "I'm going to go back and have a bath. Please, stay and eat as long as you like."

"Alright." Tetsuro agreed downing a piece of steak.

Maetel just looked at him for a bit, and then said, "Thank you, Tetsuro, for agreeing to accompany me like this."

"It's no problem, I should be thanking you." He said, swallowing another bite.

Again she was quiet, and then said, "I still thank you."

She leaned over, and to his complete surprise, kissed him full on the mouth. He flushed red as Maetel's lips moved over his, her tongue sliding into his mouth in a very direct, very sexual adult kiss. It caught him totally off guard and his hands clenched in surprise. She broke the kiss, getting one last flick of her tongue into his mouth, and then rose and left with a slightly whimsical smile, her long black dress crinkling as she moved and her hips swaying sexily as she moved away. Tetsuro couldn't help but watch her butt as she slinked off in the direction of their cabin.

He blushed completely red; awe man, why'd she have to go and do that? Sure, she was lovely, and he couldn't help but find her attractive. But her resemblance to his late mother made it more then a little strange and uncomfortable. And yet, he couldn't stop thinking about her soft lips on his. The way she looked at him sometimes, he thought he saw a rather perverted longing in her eyes. Part of him hoped she had some kind of fixation on younger guys. But then again, she did look like his mother. He wondered if he was developing some kind of edapiss complex.

He finished his food and got up from the table. As he did so, he spotted Claire, Threenine's waitress, coming towards him down the car. Claire was another odd rider of the Galactic Rails, a strange girl whose body was made entirely out of crystal. It was always a little weird seeing her, as she basically was always strutting around completely naked, although she didn't really have any naughty bits to speak of. She greeted him as she passed him and he did the same, continuing towards his cabin and out of the dining car.

As he left, Conductor came in through the opposite door, just in time to see Tetsuro's back as he disappeared. Claire was looking after him as always. The Conductor of Threenine was another odd creature: Short and portly, dressed head to toe in a thick blue and yellow coat with a high red collar and a large conductor's hat, The Conductor's face was completely obscured (seemingly permanently) by shadows, the only things visible of his face being his glowing yellow eyes. Nobody on the train had any idea of what he looked like under all those clothes. As he came up the middle of the car his conductor's armband slipped down as it so often did, and he pushed it back up with a practiced methodical move.

He stepped up next to Claire as she watched Tetsuro disappear into the other car.

Claire asked him, "Do you think he has any idea of what Maetel is going to do to him?"

With a bit of bemusement, The Conductor shook his head, "Not a clue."

A thin smile appeared on Claire's sparkling crystalline face, "I can't wait to see what he looks like after."

Out of earshot of the ominous conversation behind him, Tetsuro went on towards the cabin he shared with Maetel, blissfully unaware of what was in store for him. As he opened the door to the cabin, he heard the shower running, and knew Maetel was already in there. As he walked in, he saw her dress lying over a chair. He then blushed as he saw that her underwear, as black as the dress, was lying on the bed in full view. Staring at them, he realized that they were quite transparent, and that if he were to see her in them, he could probably see everything she had.

He gulped; then again, she was COMPLETELY naked right now in the bathroom.

Before he even knew what he was doing, he was creeping towards the closed door of the bath. He knew his actions were stupid; this was the woman he was meant to be protecting, and here he was peeping on her. But he couldn't seem to avoid it. He crept up to the doors, his heart hammering in his chest, the knowledge that Maetel was in there naked causing his penis to stiffen up in excitement. Part of him thought she wouldn't be mad; after all, she had just kissed him. But another part of him told him this was a bad idea: If she saw him she might kick him off the train, and there went all his plans. He knew he shouldn't open this door.

He opened the door.

Very carefully, he slid it open and peered into the room. And there she was, completely naked and exposed.

Maetel was standing in the shower, bending over to place some soap back in the tray. She had her back to him, but was turned slightly to the side, so Tetsuro could see her large breasts hanging down, her nipples hard from the touch of the shower water. Her round, creamy heart shaped butt was also in view, and Tetsuro swallowed hard as he saw that she had her legs slightly apart, and he could see, fully and without obstruction, her bare pussy just under her cheeks.

His face flushed red and excitement ran through him. He was suddenly more horny then scared, and his dick was hard in his pants, straining against the material. He had the urge to take it out and start masturbating, but then his strange benefactor stood up and turned in his direction, making the whole front of her nude body available to his appreciative eyes.

They got more then they bargained for.

As he ran his eyes down over her perfect naked breasts, his mouth dropped open when his eyes fell to her crotch. There, between Maetel's legs and just above the tip of her vagina, was a perfect set of male genitals. Her testicles were very small, like that of a small boy, but her penis was medium sized, not large but definitely the cock that a man might have. She was even circumcised, interestingly. She playfully let the water trickled down over her body, running her hands over her large breasts.

Clapping a hand over his mouth, all Tetsuro could do was stare; Maetel was some kind of he-she! As the information race through his brain, he suddenly realized to his horror that Maetel was looking directly at him. She gasped, her eyes widening at seeing him there. Tetsuro's blood froze and turned to ice, and the backed away from the doors into the cabin, not even sure what to do. Should he run, should he confront her, what the hell was she gonna do now, would she kick him off the train?

He heard the shower turn off, and then to his utter surprise, the door slid open and Maetel strolled out into the cabin still completely and totally naked, the wet droplets glistening on her milky white skin. Again, Tetsuro felt his face flush red and almost felt like his nose would start gushing blood any second. He stood frozen in position, staring at her, unable to take his eyes off her despite the penis dangling in front of her.

Maetel made mo move to hide herself or put on her dress. She stood in front of him, brazen and unashamed, allowing him full view of her beautiful, if freakish, body.

She smiled wickedly, "So now you know my secret; I am a futanari."

"W-what's a foo-foo-nari?" Tetsuro stammered.

"FUTAnari." Maetel corrected him, "I am a woman born with two sets of sex organs, one female, and one male, that both function perfectly."

Her eyes traveled down his body, and her cheeks flushed a little, "It looks like yours function just fine as well."

He looked down and realized to his embarrassment that he was still hard, and his stiff cock was pressing rather obviously through his pants. He quickly threw his hands in front of his crotch to hide his erection, blushing profusely.

"Sorry." He mumbled.

"Oh don't apologize," Maetel giggled, "I take it as a compliment, like a salute if you will. I like it that my naked body had the desired effect on a healthy boy such as yourself. Perhaps I should have stripped in front of you earlier? In any event, now that you've seen me, we will have to deal with this next part a little sooner then I had hoped."

She moved over to a drawer and pulled out the small hand held computer device that she carried. Tetsuro recognized it: During their first meeting when he had woken up in her hotel room, she had used it to see his dreams. She clasped it in one hand and then stepped up close to him. Leaning down, she kissed him full on the mouth again; a deeply adult kiss, her tongue again exploring his mouth, this time for much longer. When she stood up, he gasped when he realized her penis was now stiff and erect.

"You see?" She grinned, "I too have a hard on, too. It's nothing to be ashamed of."

He wasn't sure how to feel about that, that she had become erect for him. He still found himself deeply attracted to Maetel. But the idea that she had a dick was one hell of a wet blanket. At least it should have been, but Tetsuro was finding that some part of him was rising to the occasion, and letting him know that he would probably be able to deal with it. After all, he'd lusted after Maetel all this time, why stop now? As he tried to dismiss these thoughts from his mind, he found he was having little luck.

And then, Maetel punched a few buttons on the computer, "I'm sorry I have to do this to you, Tetsuro, I really do like you, but I have to take this action."

"What do you mean . . . ?" He started to ask, but then the room swirled around him and a blast of euphoria flooded his head. His body began to feel almost like rubber as he staggered a bit. Something was wrong, something was very wrong and he knew it. But he couldn't seem to get his body to move, and his brain felt like it was being sapped of its will. His lips trembled in fear as the strange attack gripped him and subdued him.

"Maetel . . . no . . . what are you doing to me?" He begged, his words trembling.

"Do you remember this computer?" She explained, "When we first met, I told you I could see your dreams with it. It does much more then that: It inserted a hypnotic code made of artificial DNA into your body, a whole series of them actually. You are now rapidly becoming my happy willing slave; I can make you do whatever I want to. What's more, I can control your cells; make your body into whatever I want it to be."

Fear flooded Tetsuro's body, even has his free will was fading. He couldn't believe Maetel would betray him this way. He felt stupid, stupid for walking into this trap. Suddenly, part of him was relishing being Maetel's slave, and he realized with horror it was the hypnotic codes in his brain.

Sitting down on the bed, her legs slightly spread, Maetel smiled, "Don't worry; you'll like being my slave. And for my first order: I command you to take off your clothes. Strip completely naked."

Obediently, Tetsuro began to do what he was told, taking off his jacket and tossing it aside, undoing his boots and kicking them off. He pulled his shirt off and then unbuckled his pants. He blushed as he dropped them and stepped out of the legs, leaving himself clad in only his underwear. He tried to will himself not to go any further, but he could not resist Maetel's instruction. He pulled his underwear down, letting his hard penis pop out, and was soon standing there nude in front of Maetel.

For her part, Maetel licked her lips and cooed with appreciation, gently stroking her own cock with her fingers. It seemed that young boys were Maetel's particular fetish.

"What a nice body you have." She said lasciviously, "It's almost a shame we're gonna have to change that."

"Wha . . . what are you going to do to me?" He stammered, fearful but unable to move.

"I'm going to make you like me: A futa girl." She told him matter of factly, "Sit on the couch."

With no way of stopping himself, Tetsuro backed up and flopped down on the couch, staring up at Maetel his eyes wide with horror. Was she really going to do that, turn him into a freakish futa girl like her? He couldn't believe what was happening to him, but there seemed to be nothing he could do about it. He was trapped, trapped like some caged animal that has being led to the slaughter house. His body cringed and he felt warm tears falling down his cheeks. He wanted to wake up, to find out this was all some horrible bad dream, but he knew it wasn't.

"Why, Maetel?" He sobbed, "Why are you doing this to me?"

"You'll find out, eventually, I have my reasons." She said, and then added, "Oh, don't cry. I'll still help you kill Count Mecha, don't worry about that. I'll make sure he dies by your hand, that you avenge your mother. But you won't need any clunky machine body to do it with. In fact, I think you'll like this new body a whole lot better."

She pushed some buttons on the computer, and instantly Tetsuro felt a blast of tingling, pleasure all over his body, running up and down in waves. His eyes bulged out and he fell back on the couch as his body began to rearrange itself. He tried to will himself not to enjoy his transformation, but it just felt so good. Waves of pleasure washed over his naked form as he changed. His hair grew long, spilling down over his shoulders. His face altered and changed, becoming more feminine. Breasts rose up on his chest and his nipples swelled and expanded. His stomach flattened and his waist narrowed, but his hips widened and curved. His legs and arms softened and became more delicate, while his hands shrunk and got daintier. His voiced softened and rose in pitch as he moaned, and his shoulders narrowed. His testicles shrunk up against the base of his penis, which remained hard and throbbing and the skin below them sunk in as his pussy began to form.

"I think I'll call you . . . Teruka." Maetel giggled, toying with a lock of her hair.

One final blast of orgasmic pleasure shot through the man, and Tetsuro's masculinity was gone forever. A pretty naked futa girl named Teruka fell back on the couch, her breath heaving as the transformation was complete. She was quite lovely, with long brown hair, expressive brown wide eyes, full dick sucking lips, and a voluptuous figure. Her penis was still hard between her legs and beneath that her vagina moistened considerably.

Her chest rising and falling, Teruka tried to get a grip on what had happened to her. It was hard to make out: She knew she had been a boy called Tetsuro, had all the memories and emotions. She still wanted to kill Count Mecha and avenge her mother, that burning hatred for the mechanical man still raw in her belly. But it felt so natural to be Teruka, like she had always been this way. She felt really good, and her body felt wonderful to her, why had this scared her so much?

So looked over and saw Maetel looking down at her, and a flood of affection washed through her.

"Maetel!" She squealed in ecstatic joy.

It was her, she realized, everything was for her. Maetel was everything to her, she loved her so dearly. She knew on some level that her feelings were just the codes in her brain doing their work, but her love for Maetel felt real enough to her.

"How do you feel, Teruka?" Maetel asked her, "Do you like your new body?"

Teruka ran her hands over her arms, "Mmmm, I love it."

"Are you my slave, Teruka?" Maetel asked, leaning closer, "Will you do everything I ask?"

Feeling her pussy juice at the thought, Teruka nodded, "I'm you slave. I love you so much."

And then, Maetel kissed her on the mouth, gently slipping her tongue into Teruka's lips. Teruka wasted no time kissing her back, reaching around her and bringing her closer. They made out, their tongues exploring each other's mouths, their bodies pressed closed to each other. Teruka squirmed at the feeling of Maetel's cock pressing against her own. Teruka wiggled at the feel of her mistress' body against hers.

Moving down, Maetel began to kiss and lick at Teruka's breasts, making her squirm with joy. She began to kiss her nipples, taking them between her lips and sucking on them, gently suckling the squirming, moaning futa girl under her. She played with them for a long time, and then moved down to her lower body.

Getting down on her knees in front of the couch, Maetel took Teruka's penis in her hands and began to run her tongue up and down the shaft. Teruka cooed with delight, moving her hips back and forth as her mistress ran her tongue along her cock. Maetel moved it up and down with practiced assured motions, and then took it between her lips. She sucked on her slave's cock, bobbing her head up and down on it as she let it slip deep into her mouth.

With her hands, she spread Teruka's legs as wide as they would go, completely exposing her brand new pussy. Teruka's blushed a little as she was exposed, but her heart hammered in her chest as Maetel ogled her exposed vagina.

"Mmm, what a pretty pussy." Maetel mused.

"Thank you." Teruka blushed, suddenly glad at having her own personal vagina to play with. Maybe this wouldn't be so bad?

She leaned in and began to lick and suck at Teruka's cunt, running her tongue up and down the lips and sucking on the young futa girl's clit. Teruka moaned and twisted in pleasure as her mistress ate her, slipping a finger in her mouth and biting it as she felt the tender touches of Maetel's tongue. She definitely loved having a pussy now, and she couldn't imagine how she had ever gotten by with only a dick in the past. She cried out joyfully as Maetel's tongue licked at her asshole naughtily, and groaned as Maetel masturbated her penis at the same time.

As she squirmed her mind did summersaults. Part of her just wasn't believing this: She had a pussy, and Maetel was licking it. Another part of her was reveling in it, wanted more. Confused but driven by passion, Teruka found it difficult to focus, loosing herself more and more in the pleasure. Deep down, she knew she should be angry at what had been done to her. But it just felt so good.

After a long session of pleasuring her slave, Maetel rose up and kissed her lips again.

"Come with me over to the bed." Maetel said, pulling the girl to her feet.

Taking the girl by the hand, Maetel led her over to where her bed was. As Teruka followed her, she unconsciously mimicked Maetel's swishing gate and other mannerisms, taking on all the feminine moves and gestures without thinking of it. Getting on the bed, Maetel kissed her again and then got on her knees in the middle of the mattress. Teruka followed suit and the two kissed passionately before Maetel broke it and lay on her back, pulling her slave's head down between her legs.

"Would you like to suck my cock, Teruka?" Maetel asked.

"Oh yes!" Cried Teruka excitedly, "I would love to suck your cock, please let me suck your cock!"

Did she just say that? An hour ago, she would never have even considered sucking a dick, but now it seemed like the most exciting prospect possible. Well, Maetel wanted it, so she was happy to do it.

"Then do well." She sang, as Teruka got down on her stomach and took her penis in her hands.

She hesitated a bit, could she really do this; take a penis in her mouth. She felt like a girl, even through she had a dick, she felt feminine through and through, but she had been a boy just a few minutes ago. She didn't really know if she could do this; actually suck another person's cock. But then she decided she could do whatever Maetel asked of her. A fleeting thought told her that it was Maetel's mind control device, but it was dismissed just as quickly.

She took Maetel's dick in her hands, and began to lick it, feeling shivers run through her as soon as her tongue touched the skin. She ran it up and down the shaft, imitating what Maetel had done, and then took it in her mouth gently, not wanting for a second to hurt her beloved mistress. As she began to bob her head up and down on the cock, she tenderly reached down and touched Maetel's pussy. The boy part of her mind screamed in excitement that she was actually making contact with a vagina. But she kept her mind on the penis for now.

The cock felt really good in her mouth, and Teruka began to suck it with relish, moving her head up and down like a good little slut. Her heartbeat quickened as she heard Maetel's moans and knew she was doing a good job. She sucked her some more and then moved down to her pussy, spreading the lips with both fingers and slipping her tongue into her, wiggling it up and down. Maetel gasped as the tongue did its work, licking her lips and clit and stimulating her.

Her nostrils flaring, Teruka caught the scent of the pussy she was eating and gasped a little with the tickles that ran between her legs. She sucked on the clit and slipped her tongue deep inside, making her mistress gasp with joy. She felt proud of herself, and driven by the taste of the cunt. She wanted to do everything to Maetel, every perverted thing she could think of.

When she'd had enough, Maetel pushed Teruka all the way back on the back, her head facing the foot of the bed. She lay there, squirming, awaiting Maetel's next instructions.

"Spread your legs." Maetel told her.

Giggling and blushing, Teruka did as she was told, opening her legs wide to Maetel. The other futa girl gripped her own cock and ran it along the lips of Teruka's virgin pussy, teasing the tissues and rubbing against the swollen clit, making the young futa tremble and moan with desire.

"Do you want me to put it in?" Maetel whispered.

"Please!" Teruka begged, "I want it, I want it like nothing else!"

At first, Teruka thought Maetel wasn't going to do it. But then, her mistress leaned forward and slowly slipped her cock inside Teruka's wet, quivering hole. Teruka gasped and arched her back, twisting her body as Maetel deflowered her, obliterating her virginity in one thrust of her hips. She began to fuck the new futa girl, moving her hips and driving her dick in and out of her pussy. Teruka was making loud moans and gasps, gripping her mistresses back and grinding her hips at her. She was really having sex, really getting penetrated. It was almost unbelievable but it was true, and it felt so good to have a penis inside of her.

Kissing her lips, Maetel continued to drive her cock deep into Teruka's pussy, feeling the girl's body press up against hers. The little futa girl groaned and gasped in joy; her eyes closed and an expression of rapt ecstasy on her face. Her legs wrapped around Maetel as well as she accepted her penetration with delirious enthusiasm.

Pulling out of her, Maetel flipped her over on her stomach and pulled her up onto all fours. Looking over her shoulder, Teruka rocked back and forth waiting for her mistress to re-enter her.

"Oh, please put it back into me, Maetel." She cried, "I want it so bad."

"You want it in your hole?" Maetel asked teasingly.

"Oh, yes, I want it in my hole." Teruka begged unabashedly, "Please put it in my hole."

"You got it." Maetel chuckled sinisterly.

And with that, she pushed her cock into Teruka's asshole, sodomizing the surprised girl.

"You didn't say which hole." Maetel giggled, moving her hips and fucking the transformed futa girl mercilessly.

"Oh! That's . . ." Teruka screeched in a shocked gurgling voice, "Holy cow!"

Maetel's cock was buried deep in her ass, shoving in and out and pushing deep into her rectum. At first, it hurt like the devil. But soon Teruka felt the pain subside and the pleasure begin. It was a totally different kind of penetration, a whole new feeling, and soon she was groaning and grunting in pleasure rocking back and forth and masturbating her cock and pussy rapidly while her mistress gleefully sodomized her.

"I think you'd have let me fuck you in the ass even when you were a boy, Teruka." Maetel panted, "It looks like you love it."

Teruka couldn't argue a bit, this felt so damn good.

It felt even better when Maetel began alternating between her ass and pussy, pulling out of one to fuck the other, and then switching back. Teruka gripped the sheets, gritting her teach together, her soft skin now covered with droplets of sweat. Her mind was filled with delirious pleasure and bliss as she was screwed, moaning like the little whore that she was. Whatever was left in her that was still attached to her old identity wad drowning in a sea of lust and desire. There was nothing in her, not a single cell that was not a panting needful futa girl.

Eventually, she felt the pleasure begin to build as Maetel, seemingly realizing that her young charge was about to cum, kept fucking her pussy exclusively, and ramming her cock in and out of the shuddering futa girl's tight cunt. Teruka bit her lip, rolling her body as she felt the pleasure build and build until finally, waves a sensation flooded her and her body ripped with an orgasm that made her writhe with delight. Her breasts shook like pendulums as she came, her whole body trembling as the pleasure washed over her.

Pulling out of her, Maetel grabbed her head brought it to her cock, shoving it between her lips. Obedient little slave that she was, Teruka instantly began sucking it, bobbing her head up and down on it. Maetel bit her lips, thrusting her hips and moaning faster and faster as she got closer and closer. She finally shuddered and rolled her eyes back in her head as Teruka felt her hot salty semen squirt into her mouth. Dutifully, Teruka swallowed it all, licking along the side to get every last drop into her mouth as Maetel cried out and moaned in pleasure.

Feeling her heart beat quicken, Teruka felt a rush of pride that she had given Maetel so much pleasure. She felt giddy at the site of her moaning in so much joy. She pumped every little drop of yummy cum out of Maetel's cock that she could until the spasms had ceased.

Maetel kissed her, tasting her own cum in Teruka's mouth, felt a rush of pride that she had given Maetel so much pleasure. She felt giddy at the site of her moaning in so much joy. She pumped every little drop of yummy cum out of Maetel's cock that she could until the spasms had ceased.

Maetel kissed her, tasting her own cum in Teruka's mouth, "Mmm, you are such a dear to make me cum like that. Would you care for your reward?"

Teruka looked up at her with excitement in her sparkling eyes, "What kind of reward?"

Kissing her again, Maetel told her, "How would you like to fuck me with that big cock or yours?"

Again, Teruka's eyes sparkled. She had been wanting to do that to Maetel ever since she had first met her. She nodded vigorously, her penis having been throbbing ever since this whole thing started. Maetel lay back on the bed and spread her legs wide, her wet pussy open and inviting just below her softening spent cock. She gestured for Teruka to come to her, and the futa girl gladly crawled over on her hands and knees.

She felt nervous though, more nervous then before. She was still quite young, and had never actually had sex with a girl before, let alone one as stunningly beautiful as Maetel. She feared that she might not please her effectively. But god, did she ever want to be inside of her, to feel that juicy wet pussy around her cock, just like Maetel's had been in hers. She crawled above her mistress, and gripped her cock in one of her hands. With a warm smile, Maetel reached out and guided Teruka inside her.

As soon as Teruka entered her, the young futa gasped, feeling the wet spongy walls of the pussy tightly gripping her cock. Her mouth opened her eyes rolled back as she pushed inside. Suddenly, it was like she just knew what to do, and she began to fuck Maetel, thrusting her hips and driving herself deep into the older woman's magical slit. This felt so good, she could hardly believe it. To her joy, Maetel began to moan and undulate underneath her, thrusting her hips back and crying out in pleasure.

As space flew by past the space bound train, the two futas fucked with fury and passion. They kissed each other, their tongues exploring each other's mouths as they made love, Teruka trying mightily to please her beloved Maetel. Her penis moved in and out and their breasts ground together as their naked bodies pressed against each other. Teruka felt like there was fire burning in her, driving her forward. Every squeal and cry that came out of Maetel's perfect lips was a symphony to her ears.

It came as a total shock when Maetel nibbled on her ear and then said, "I want you to fuck me up the ass."

That was a delightful surprise to Teruka, who as a man had always considered anal sex something particularly submissive, not the kind of thing refined, polite Maetel would ever do. But it seemed she wanted it, especially when she pushed Teruka off her and the flipped over on her hands and knees, pulling her butt cheeks aside with one hand.

"Come on, Teruka." Maetel coaxed, "Don't you want to take me like a wild beast."

Needing no second invitation, Teruka got up and pushed her erection home. Maetel gave a wild shriek of joy as she was sodomized, and Teruka began to gleefully fuck her in her perfectly beautiful ass. This felt even better, and Teruka reached around and gripped Maetel's wonderful breasts, enjoying the feel of them as she rode her mistress and screwed her good, listening to the heartening grunts and groans as Maetel put and hand between her legs and rubbed her pussy as her ass was fucked.

"Ah! Yeah! Fuck me like a dog!" Maetel cried, much to Teruka's bemusement.

"I love you, Maetel!" Teruka cried, "I love you so much."

Teruka pumped her hard. She had been holding back pretty well so far, but this felt too good and she knew she was loosing it.

"Ah, oh, Maetel. I'm gonna cum." Teruka cried.

"Yes, cum in my ass!" Maetel begged, "Cum in my ass."

That was an instruction the horny futa girl had no problem following, shuddering as the pleasure blasted through her, shooting out from her cock in a way much different then it had been with her pussy. She let out a long moan as she ejaculated, filling Maetel's ass full of her hot cum, making the other futa squeal with joy, and then shudder and cry out as her fingers brought her pussy to its own orgasm. The two ground against each other, convulsing form the incredible pleasure of their coitus. They finally fell to the bed, holding each other in their arms, spent.

"I love you, Maetel." Teruka mumbled, "More then anything in the whole universe."

Maetel brushed her hair a little, "I know you do, sweetheart. And I know you will follow me on my journey through the sea of stars. I will help you get revenge for your mother, and then you will journey with me to Andromeda, to the machine planet Promethium, where you will help me destroy that wretched world once and for all."

Teruka lay with her head on Maetel's breast. She knew she would travel with Maetel on the Threenine where ever it was that she wanted to go. For ever and ever, as long as Maetel would have her, she would be her constant companion, riding the endless rails of the Galaxy Xpress.

"Did you like having sex as a futa girl?" Maetel asked her.

"I loved it. I love being a futa." Teruka answered emphatically.

"I'm sure there are many people you would like to try it out with now that you've done it." Maetel said, "Besides me, who is the person you would most like to make love to?"

"Captain Harlock!" Teruka answered without hesitation, "I want to throw myself on that one eyed sex symbol's sword."

They both exploded into giggles.

After a while they got up and showered, making love again in the bathroom before deciding that hey had both worked up an appetite again and it was time once more to head for the dining car. Maetel began to get dressed, but Teruka looked at her clothes with a distinct grimace of distaste.

"Maetel, my clothes." She said quietly, "They're . . ."

"Ugly." Maetel finished for her, "I thought you'd feel that way after you changed, so I have a new outfit for you to wear to the dining car. It's right over there in the suitcase."

Running to the suitcase with glee, Teruka felt wildly ecstatic that Maetel had bought her new clothes. She was sure that whatever Maetel had picked out for her would be absolutely wonderful. In fact, just the thought of putting on panties was suddenly rather exciting.

In the dining car, when Claire saw Maetel and Teruka enter and take their seats, a wide glimmering grin appeared on her crystalline face:

Teruka was dressed exactly like Maetel.

Across the Sea Of Stars, the legendary train chugs along carrying with it the dreams and ambitions of those few lucky passengers to ride its rails.

_ _

And on that train, the two lovely futa girls will forever travel its endless path, each and every day a new adventure.

_ _

The journey continues. The boy has become a futa.