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The events here related occur on a campus of a prestigious California university, on a somewhat temperate spring day. The chief subject is Professor Lovitz, who is currently traversing a corridor on the way to his lecture. Observe the ease of his walk, the tall gait which has earned him the affectionate nickname "Longshanks". A gnat pricks him, and he wavers not at all, slapping at his neck in order to quash the offending insect.

His life, as he knows it, will be over in less than ten minutes.

The professor enters the lecture hall, minutes after the start of the hour. His somewhat attentive students have not been waiting long, and settle quickly.

In the third row sits a student named Tom Imus. He is somewhat bored by the class, and spend a portion of it browsing social networking websites, as do several of his classmates. Only a few notice when Longshanks begins to sweat slightly-strange, considering his occasional complaints that the air conditioning is set too high. The ones that do register the sweating, and the slight look of distress on his face, attribute it to some problem of digestion.

The professor, for his part, feels the discomfort as something radiating from his neck, spreading slowly into the marrow of his bones. It centers in the crotch of his legs, and he finds himself unable to concentrate upon the lecture at all. Murmuring some brief excuse into the microphone, he makes for the door, and, ultimately, the nearest restroom.

He does not make it.

Half-asleep as she was, even Vera Minh notices the bulge in Lovitz's trousers, the way his steps faltered as he stared at it. He licks his lips nervously, and gets out "I-" before something explodes from his pants.

Young Tom, among others, at first assumes the fleshy mass is some sort of balloon, and spends a half-second wondering if he should look for the camera crew before realizing that no inflatable could glisten so, could hold such lifelike texture. No balloon, no matter how cunningly worked, could have such legs moving in horrid, lifelike fashion. The raw, diseased-looking patches of skin had not been worked by any artist's hand. It was with a sense of deep confusion that they come to realize that their lecturer's penis has been increased to a size far outstripping the promises of any prescription medication.

A student in the first row steps toward Lovitz. "Sir-"

The lecturer, for his part, is staring in disbelief at the mass, at the insectile legs protruding from it. At the student's address, he starts, causing him to fall down, still staring. Miss Minh begins to rise from her chair, her right hand sliding toward her cell phone.

The legs suddenly increase in activity, stretching the mass, which resembles a hideous worm, upward and down, left and right. The professor stretches a trembling finger, and the mass suddenly turns it's "head" to face him. Bare instants later, the professor find his limbs seized by a powerful force, leaving only his head with any degree of autonomy.

It was later remarked upon, by those who remark upon such things, that Lovitz's concern was not for himself, but for his students.

"Run," he screams. "Run!"

The students, of course, know which way to turn, but a certain amount of panic still develops, even as Lovitz finds his back arching upward, and his limbs moving in such a fashion as to assist the movement of the mass. His arms spin unnaturally in their sockets, twisting backward, painfully. The body, in which Lovitz is now but an interloper, looks left and right, before centering on the student who offered assistance.

The student snaps out of his stupor, and begins to run.

Those who watched the footage from the security cameras later found it remarkable that the creature was able to move so quickly, overtaking and downing the student in seconds. It moved rapidly up and down his body, much like a dog sniffing unfamiliar meat, heedless to his and Lovitz's screams. It then released him, only to have the limbs of Lovitz wrap around his legs, preventing his escape.

The mass chose that moment to assert it's dominance over Lovitz's head. The professor was actively weeping at this point, even as his lips closed around the youth's penis, suckling it right through the pants. Tendrils emerged from Lovitz's mouth, and crept behind the waistband. The student feels such fear that he soils himself, which does not dissuade the creature at all. Indeed, it seems to spur it on to greater effort, even as hands desperately try to pull the tendrils from his penis and anus. His efforts are for naught, and his penis begins to swell, to change.

Vera notes the sudden further atrophy of Lovitz's limbs, their only purpose now to bind the luckless student to the original mass. The professor's clothes hang loosely off of him now, and are damaged as more insect-like legs sprout from Lovitz's skin. The student's body is already repurposed, resembling that of Lovitz's moments before.

"Vera, c'mon!" hisses Imus from the doorway.

Vera jumps, having forgotten the danger to herself. She looks around, and realizes she's the only student left on the floor. Unfortunately, Imus' plea has served only to draw the beast's attention to her. The anonymous student's head tilts ninety degrees upward, so that it turns from the floor to focus on Minh with all the focus of a lighthouse's ray.

Vera's heart jumps into her throat, and she steps slightly out into the aisle.

The creature shifts slightly. Through her horror, Vera has difficulty trying to understand it's physiological relations. Which head is the true head? Lovitz's head? The glans of the transformed penis? Or the unknown student's head, which was now mouthing "run" even as it's owner charged her?

It does not waste much on the chase, this time, preferring to simply leap forward and trust the weight of the two grown men to bear her down, knocking the cell phone out of her hand. The heads at both ends sniff frantically all over her body, and Vera suddenly recalls her halmoni's overly friendly dog, the one that would try to use you as a bed. The legs, the pricking little legs, made her think of a spider. She hates spiders.

The creature stops "sniffing", and turns its "lower" head to face Vera's face. She has the impression of bubbles rising to the top of soup and then popping, leaving behind round smooth black stones.

Eyes.

She screams.

Imus is suddenly there with a fire axe, and raises it above the junction of the student's body and Lovitz's. In the instant it takes him to swing, the two bodies somehow detach from each other, leaving two creatures, one remaining on Vera, the other well in the clear by the time the fire axe glances off the linoleum floor. The haft snaps. The student's half of the creature turns to Imus and hisses, eyes appearing in the same fashion on its engorged member.

Imus stares at the haft, its head hanging limply from the shattered wood, then looks at Vera.

"I-I'm sorry."

Then he drops the axe and runs. The student half of the creature pursues, but Imus has learned from the fates of his fellows, leaps from seat to seat, gaining enough for him to leap through the fire doors and shut them behind him before the creature can reach. It rams itself against them and hisses impotently.

The Lovitz segment has wasted no time, using the professor's arms and it's own insectlike legs to remove large portions of Vera's clothing. She writhes under it, trying futilely to push it off. It reaches her underwear, and she wonders, absurdly, if it's going to eat her out.

It does not.

Taken by a sudden frenzy, the creature rips into her panties, and rears back, like an animal waiting to strike. Nictitating membranes flick over its eyes before it drives itself into her vagina.

And does not fit, able only to fit the tip of it's massive girth in. It rears back, and thrusts again. Oddly, the girl would swear that it goes in slightly farther. The creature rears and thrust again, and again, each time gaining more depth, more purchase, until Vera stares in disbelief at the massive bulge protruding from her midsection.

She begins to change.

It starts with her tongue, feeling suddenly stiff in her mouth. It grows larger, and the texture changes from pebbled flesh to smooth, the tip eventually poking out of her mouth. A stretching feeling in her head follows, her eyes sliding backward on her head, even as the head itself reshapes itself towards a curving point. The tongue emerges from her mouth, and spreads, much like a mushroom, over most of Vera's face. The head itself goes larger, and Vera cries as she feels her skull reshaping itself, her neck widening, until there is little to separate it from the body.

Her legs wrap around the creature, binding them together, as dozens of small black eyes suddenly open on her head. A split appears near the tip of what was once her tongue, and the bulb opens up into three flaps, with red wetness inside. Vera is long past screaming or tears, and barely conscious. She is barely aware of her arms warping, more arms erupting from where her waist once was, and her body swelling and bursting through tattered clothes.

The creature stops moving and checks itself. Yes, all is well. The sheflesh had been successfully integrated. No threats detected. Other attempting to breach portal. Investigate other means of egress.

And add to the flesh.

+++++

Imus grabs the nearby fire hose, and pulls it hard enough to gain several feet of slack. He threads it through the handles, ties a know, and leans against the door just as the thing hits it. The impact is quite nearly sufficient to knock him off his feet. He has little purchase with his Birkenstocks, and he kicks them off so he can brace better.

A man in the familiar khaki of Campus Security runs up to the door, and joins Imus in holding it shut. "What's going on here?"

Imus looks at the guard as the door bucks. "There's some kinda...creature in there. It's killed Lovitz, and at least two more."

"What, like a rabid dog or something? Should I call Animal Control?"

Imus smiles grimly, not noticing the tendril curling under the door and around his leg. "I think a SWAT team might be better."

+++++

Meanwhile, in the same building, a teacher's assistant examines a clear plastic container. The intern is fairly certain he had sealed it the night before, but as he had already taken a small hit of a cigarette made of a somewhat illegal plant at the time, his memory might not have been as clear as later on.

"Hey," queries the intern. "Hey, professor, how many of these genetically-altered, radiation-exposed mosquitoes are we supposed to have?"

The professor lowers his mug of Tazoâ„¢ Awake tea and his copy of the New Republic. "Five. Why?"

The intern looks down at the Plexiglas box. "Oh. Oh *crap*."

+++++

ARF 401211.312

Name: N/A

Gender: N/A

Date of Acquisition: 2009-03-31 23:06Z

Sentience: Minimal

Weight: approx. 81.5 kg

Height: approx. 1.04 m

Volume: approx. 121.1 liters

CoRe forces were called in to a building on the [REDACTED] campus. (CoRe report 4414.3531.) After following proper procedure, Artifact was obtained and taken back to the nearest facility.

Artifact resembles an human being, albeit one with a greatly enlarged, mutated phallus. The rest of the body is largely vestigial.

According to eyewitness reports, the organism has the ability to add human beings to its mass. This is done by contacting the target via the "appropriate" end.

The "appropriate" end is defined by the original gender of the body. More details in the excerpted report, below.

CoRe report 4414.3531

***ATTACHMENT***

The original host, Prof. Lovitz, was male, and according to eyewitness reports, claimed some distress in class and tried to exit. Before he could do so, his phallus mutated suddenly into a larger form, with "insect legs" sprouting from the sides. It propelled itself towards the nearest student, with some control over the bulk of Lovitz body. Lovitz's body also displayed slight mutations.

Upon reaching the target, it somehow removed the target's pants and forced its host's mouth to close around the target's phallus. The target began to mutate, most noticeably his phallus. Lovitz mutated further, and the organism controlling him seemed to gain further control.

The gestalt organism then targeted the next student, Vera Minh. Unlike the previous host, the "phallic" area of the creature vaginally penetrated Minh after partially removing her clothes.

During this time, Thomas Imus attempted to attack the creature with a fire axe. The creature split, and the newer portion chased Imus from the area.

Despite the initial difficulty, Minh was eventually fully penetrated. Her head and upper torso mutated into the new phallic area.

Despite the efforts of students and campus security, the organism left the lecture hall. A perimeter was established and maintained until CoRe personnel arrived.

***END ATTACHMENT***

According to security camera footage, it is possible for the creature to split into the approximate forms of the individuals it is comprised of. All segments display compete autonomy, and greater response to the "appropriate" stimuli when split.

SENTIENCE

Partial. The creature seems to recognize stimuli and photographs of the individuals it's comprised of. Field test insufficient to determine sentience.

EXPERIMENTS PERFORMED

N/A

HYPOTHESISES

Artifact may have some connection to the "Flesh-Wyrm" briefly mentioned in **SECURITY LEVEL GAMMA REQUIRED**

NOTES

Standard sentience evaluation reccomended.

ENDF