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Morphic Adaptation Unit - Don't Mess with a Nerd A few school toughs are enjoying making life rough for a group of nerdish guys. When the nerds stumble onto an MAU, they hatch a little plan of revenge. ********************************************************************** Morphic Adaptation Unit - Don't Mess with a Nerd Cecil ducked around the corner and instantly pressed himself flat against the brick wall. His lungs felt like they were going to burst, and he gasped for breath, while at the same time, trying hard to be quiet. His eyes, wide with fear, scanned toward the alley entrance. Maybe, he hoped, just maybe, he'd slipped them. Today. A shadow came around the corner. A large shadow, moving slowly and deliberately. Cecil looked up and saw the wicked grin. "Thought you'd outrun us, eh twerp?" Another figure, almost as large, appeared, then a third. Cecil felt his heart pounding. "I...I don't have any money today," he pleaded. "My mother made my lunch." He held up a brown paper bag as evidence. "Honest, Mike." Mike, the leader, frowned. He glanced at his pals. "You hear that Ron? He doesn't have any money." He turned back to where Cecil was cowering against the brick wall. "Now what do you suppose we ought to do?" The third guy stepped around Mike. Now the three hemmed Cecil into his awkward spot, surrounding him on three sides. "Well," the tough said, "I can always use another sandwich." He snatched the bag and tore it open. He took an apple and grinned. "What you gonna do with this, wimp? Suck up to the teacher?" His pals laughed as he tucked the apple into his pocket. He pulled out a sandwich and ripped the baggie open. "Hmm, looks good." He took a big bite and started chewing. Suddenly, his face wrinkled, and he spat the sandwich out. "What the hell is this shit?" he demanded. Cecil glanced around him. This had gone from bad to worse. "Liverwurst," he said meekly. The third tough, Eric, frowned. "It tastes like garbage!" He smeared the remains of the sandwich on Cecil's face. Then he gave Cecil a quick punch in the ribs. Cecil doubled over in pain, only to find himself lifted bodily from the ground. Unceremoniously, he was tossed into a dumpster, into a pile of rank, odorous filth. In the scuffle, his glasses fell from his nose, leaving him nearly blinded. The lid slammed shut as he began to feel around for his glasses. He banged his hand on a hard metal surface, and he winced in pain before resuming his search. ********** Todd spotted Cecil just as the first lad slipped through the gate into the sanctuary of his backyard. "Wait up," he called as he broke into a trot. He ducked through the gate, shutting it mercifully behind him. Todd was like his best friend Cecil in a number of respects. Both were smaller than usual and wiry. Both were intelligent. Both looked like nerds with their thick glasses. Both were socially inept, especially around girls. And both were routinely picked on by the jocks and tough guys, especially Eric, Ron, and Mike, three bullies for whom harassing the nerds hadn't yet gotten boring. "They got your lunch, I see," Todd observed. "And the dumpster dump, too." Cecil sighed. "I wish I could teach those guys a lesson." Todd slumped into the garden bench. "Yeah, I know what you mean. I'm getting kind of tired of this." He winced at the pain in his ribs from his afternoon thumping. Cecil walked to what looked like a large garden shed about twelve feet square. He twirled a dial, a combination lock, and then opened the door. He stepped inside and flipped a switch. A bright light flooded the small building, illuminating what was clearly a private refuge for the boys. Books lined a shelf, and a table and two chairs huddled against one wall. As Todd entered and sat down, Cecil mysteriously walked back to the gate. He returned moments later with a silver box. Todd's eyes narrowed. "What's in the box?" Cecil shrugged. "I don't know. I found it in the dumpster when they tossed me in." He set it on the table and seated himself. For several moments, the two carefully scrutinized the box. "Well," Todd finally said, "apart from the symbols on top, I don't see any way to open it." Cecil agreed. "Yeah, it's like it's a solid piece of metal. But it's too light for that." "And those symbols - they look kind of...alien." Cecil glanced up sharply at Todd, then he grinned. "Yeah, that's what I was thinking. What do you think they mean?" Todd shook his head. He reached out to trace the strange symbols. Both boys were startled as the box began to grow. It didn't unfold, nor did it open. It just...stretched. Slowly, inexorably, the metal grew. Todd and Cecil backed away from the table, knocking their chairs over in their haste to get away from the strange device, their eyes riveted to the weird metal box, and their mouths agape. As the box grew, it seemed to sense something. Slowly, it slid across the table and flipped itself neatly to the floor. Then it continued to grow, stretching up and out. "Maybe it's some kind of alien," Todd whispered insistently as the box continued to stretch. Cecil was frozen, both with fright and with fascination. This was way cool, even if it might be dangerous. He watched with wide eyes as it stretched, finally stopping at dimensions of roughly three feet square by eight feet high. He was staring at a bare metal side, devoid of any markings or seams. "Wow!" he muttered. "This is so cool!" Todd circled the silent unmoving box, until he was beside Cecil. It made him feel a little less nervous. "What is it?" he asked softly, as if a loud noise might disturb the strange box. Cecil started examining the box more closely. He ran his hand over the smooth metal. It was neither warm nor cold to the touch. Slowly, he began to circle the box. "Hmmm," he muttered, drawing Todd instantly to his side. "I wonder what these are." He was staring at the only three features of the box. Slightly above the center of the box, and near one vertical edge, was a blank black rectangle about the size of a piece of letter-sized paper. Below it there was a strange-looking red crystal, sort of like a handprint, but with three digits instead of five. And beside the red crystal was a small hemispherical purple crystal. "You think these are the controls?" Cecil asked. Todd looked closely at them. He reached out his hand toward the red crystal. "This has to be alien - this must be some kind of hand plate." He laid his hand over the plate, then he flinched as characters snapped onto the black display. Todd pulled his hand back, and the display of characters froze. "Maybe this is some kind of instructions or something," he said softly. Cecil glanced at his friend and grinned. "Or a warning about the alien stuck inside," he teased. Todd's glare let Cecil know he didn't appreciate the joke. He touched the plate again, and the character display continued, eventually scrolling. "Just like a computer screen," he noted. Cecil, too, had noticed the similarity. The display continued to scroll, until finally, it stopped, leaving one set of characters flashing at the bottom. "I wonder if that's like a user license or something," he observed dryly. Cecil was far closer to the truth than he knew. "Touch the plate again." Todd did, and the display blanked. "Hmm," he muttered. "I wonder what that means." Almost instantly, however, the display started to form an image. It was hazy, but it was beginning to coalesce. Todd recognized the slobbering alien from the Aliens movie. He pulled his hand back, and the display froze. Cecil frowned and glared at the display. He reached for the control panel, but Todd caught his arm. "What are you doing?" he demanded. "Can't you see what's inside there?" Cecil ignored Todd and touched the plate. The image began to change, and it turned into the stereotypical gray alien with big eyes. He let the image freeze, then he withdrew his hand. He turned to Todd. "I was thinking about the Roswell alien, and that's what it showed. What were you thinking about?" A dawning light of recognition flickered in Todd's eyes. "The Aliens movie," he admitted. He understood, and he reached for the control plate again. The display changed once more, and this time, Brittany Spears was displayed, accurate in all detail and nude. Todd glanced at Cecil, his mouth open in awe. "Wow! This is cool!" Cecil nodded. "Like it reads your thoughts," he agreed. His eyes narrowed. "Which makes this probably the ultimate user interface in the galaxy!" He sounded quite awe-struck. He reached for the touch plate. Within moments, the figure had changed to that of Melody Collins, the head cheerleader. Cecil grinned. "I always wondered what she looked like naked." Todd grinned with him. "And I thought I'd never see it." He glanced at the purple crystal. "I wonder what this does." He touched the knob. Without warning, with no sound, no sliding parts, no movement, a door appeared. Just like that, one second it was a solid metal side, and the next, it had a neat opening. Todd and Cecil jumped as if stung. Slowly, they calmed their racing hearts. On its inside, the box was nearly as featureless as the outside. In the ceiling, there was a round panel emitting a soft yellow glow which helped illuminate the inside. On one wall, there was another purple crystal. The rest was the same smooth metal as the outside. Todd stepped inside the box to look around. "Careful," Cecil cautioned. Todd shrugged. He reached up and touched the purple crystal. The door vanished. This stirred a tiny bit of panic in Cecil, but his analytical mind had already surmised that the purple crystals were like doorknobs. Todd had just closed the door. So he wasn't surprised when the door reappeared. He was surprised, however, when Melody stepped out of the box, an expression of total shock on her otherwise gorgeous face. Her hands were clutching her magnificent breasts. "Melody?" Cecil asked uncertainly. It was impossible that she was here. Unless... Cecil had the sudden inspiration that the machine was a teleporter, and that it had exchanged her and Todd. "No," she answered hesitantly, "it's me. Todd." She sounded uncertain at the very sound of her voice. "Todd?" Cecil's eyes went wide. It wasn't a teleporter at all. It was a...polymorpher! "It changed you?" Though it was a question, there was no doubt in Cecil's voice. He accepted the impossibility. "Uh huh," Todd answered softly. "This has to be alien," he said finally. "Can you...change back?" Todd's eyes widened. He hadn't considered that he might be stuck. "I...don't know!" He dropped one hand, and slowly reached to the plate. It took a few seconds of concentration, but he got his old body to reappear on the display. Nervously, Todd glanced at Cecil, then he touched the purple crystal. When the door appeared, he stepped inside, then he touched the crystal again. When he emerged, he was Todd again, even if he was now naked. He sighed with relief as he checked himself out. He looked up, and a grin slowly spread across his face. "You know what this means, don't you?" Cecil's smile broadened. "I'm getting a couple of ideas." Then he glanced at Todd's nude body. "But don't you think you ought to get some clothes?" Todd glanced down, then he blushed. "Can it make clothes?" he asked uncertainly. He touched the plate, and slowly, clothing materialized on his image. When it was done, he stepped back in. To the delight of the boys, he emerged fully clothed. Cecil slapped his friend's hand. "How about we get together after dinner? There's a little experimenting I want to do." Todd grinned. "Me, too." ********** Cecil locked the clubhouse door, then he checked to make sure the curtains were closed. Satisfied, he turned back. Todd was standing beside the box, and was looking a bit nervous. Cecil dug in his pocket and pulled out a coin. "Call it," he said as he flipped the coin into the air. "Tails," Todd said, then he realized what he'd called and felt himself blush. Cecil snatched the coin and slapped it on the back of his wrist. He held his hand out for Todd to see. "Heads. I win." Todd felt his shoulders slump. "Okay. You go first." With a triumphant grin, Cecil stepped to the plate. He conjured up the image of a large-breasted nude girl. The girl was taken from his memories of his older brother's nudie girl magazine, one large boobed blonde named Tiffany Towers, back in her prime. The memory was hopelessly out of date, but the machine didn't know that. The mental image was young Tiffany, and that's what it showed. Todd gulped, then he slowly touched the purple crystal. He glanced over his shoulder, then stepped inside. One more hesitant glance at Cecil, and then the door vanished. Tiffany Towers emerged. Or more precisely, Todd wore her body when he stepped out. Her huge mammaries dangled from her chest, capped with big brown nipples. Her long blonde hair danced about her shoulders invitingly. "How do I look?" Todd asked, flinching at the sexy tone of his voice. Cecil felt himself starting to get very aroused. He reached out and touched one of the boobs. Todd's eyes widened at the sensations radiating outward from his nipples into his chest. "Oh, that feels nice," he said softly. Cecil smiled and bent forward, his lips and tongue meeting a tit. His lips began to kiss the large breast, while his tongue licked and ticked at the nipple. Todd's eyes drifted shut, and his breathing deepened. "That feels sooo nice!" Cecil grinned as he continued his ministrations. He started to smell something odd, something a bit musky. Cecil glanced as saw that one of Todd's hands had slipped down to his crotch and was starting to massage the woman's sex. Cecil felt his own organ getting very hard. Without warning, Todd's body began to convulse lightly. His breathing changed abruptly to gasps as he felt his body being wracked by an orgasm, pulsing waves of pleasure washing up inside him, engulfing him. His knees went wobbly as wave after wave of pleasure shot through his body. When the orgasm died down a bit, he glanced down, his eyes wide with surprise and pleasure. Cecil was glancing up, and he saw the reaction in his friend. Slowly, Cecil backed Todd to the table, then scooted him partially onto the table. With one hand, he continued to play with Todd's tit, while he dropped his trousers with the other. He moved forward, his pants around his ankles, between Todd's outstretched legs. His need was getting uncontrollable; any thought that this very hot woman was Todd was buried under the avalanche of primal desires. He moved forward, his rod outstretched. Slowly, he maneuvered himself until his dick was at the entrance. He was clumsy, but slowly he got himself shoved inside Todd. Todd began to wiggle uncontrollably again. The stimulation of a large firm rod moving inside him caused a new wave of pleasure. A new orgasm swept over him, and he felt the pussy muscles contracting against Cecil's dick. Cecil thrust crudely in and out, feeling the hot wet pussy around him. For too long he'd been a virgin, uninitiated in the art of loving a woman. The sensations were too new, too powerful. Within moments, he stiffened and was a virgin no more. His first orgasm with a woman coursed through his entire body, and he shot his load inside Todd. ********** Todd reclined in a chair, his eyes glazed and a silly grin on his face. Or, more precisely, on Tiffany Tower's face, since the machine had transformed his body to her image. He was nude, with his huge breasts dangling tantalizingly. His medium length blonde hair was matted and sweaty, and rivulets of sweat trickled down from his face, dripping onto his chest. Todd's legs were splayed apart invitingly; the residue of their encounter oozed slowly from his slit onto his thighs. Todd lifted his hands, amazed at how delicate and feminine they looked, then he cupped his boobs. He was still amazed at how they felt, and even more, at how it felt to have hands cupping them, teasing the nipples. Cecil sat in another chair, staring wide-eyed at Todd. He, too, was sweaty, and from the grin on his face, it was obvious that he was also basking in the afterglow of sex. His dick hung limp in his lap, covered as it was with the intermingled fluids of sex. He watched Todd, and saw Todd slip a finger back down to his crotch. Todd's eyes closed as he began to touch himself again, and in mere moments, he was writhing on the chair, breathing deeply and moaning. He arched his back, and whimpers of joy slipped from his lips as his body trembled with yet another orgasm. Cecil smiled. "Another one?" Todd opened his eyes slowly and focused them on Cecil. "Yeah," he said, panting. "Wow!" He gasped for breath, feeling his body trembling as the orgasm slowly passed. "This is...fantastic!" Cecil nodded. To tell the truth, he was feeling a bit jealous. He'd had two orgasms in the five hours they'd been out here, but Todd had had dozens, one right after another. "What's it like?" Todd sighed, smiling. "You know how when you're masturbating, and just before you come, it feels like...every nerve in your dick is happy? It's like that, but a hundred times better. It's like the pleasure goes inward, from your clit through your entire body!" He closed his eyes and recalled the experience. "It's like...I can't describe it!" He glanced at Cecil's limp dick. "And it's so neat to have a dick inside when it goes. It's makes it a whole bunch better." He closed his eyes and sighed again. It was obvious that he'd really enjoyed his sex. "So what's it like to have sex...as a guy?" Cecil grinned. "It's better than whacking off," he said with a smile. "Having a hot wet pussy around your dick is much more exciting than just using your hand. And I could feel when you were having your orgasm; it was like your pussy was massaging, grabbing, my dick. It was great!" But it was also obvious that Cecil envied the experience Todd had had, and was eager to try for himself. "You want to switch?" Todd smiled. He slowly rose, then he turned and leaned over the table, pointing his sexy ass toward Cecil, his legs spread and exposing his cunt. "No," he said softly, "I want you to fuck me again." Cecil felt himself getting hard. "Okay," he agreed quickly. "And then I think we're going to have to go home. School tomorrow." Todd glanced over his shoulder, pouting. It was plain to see that he wanted this to go on and on. "Okay," he agreed. Cecil smiled enigmatically. "We can do it again tomorrow, right?" He saw the smile on Todd's face. "But tomorrow, it's my turn to be the girl." He maneuvered behind Todd, his firming manhood pointing toward Todd's hot wet hole. As he began to insert it, Todd slipped a hand down and began to caress his clit again. ********** Todd knocked on the door of the clubhouse, then he tried the latch. It was open, so he slipped inside. Since he'd seen light filtering through the window, he knew Cecil was already inside. He froze as soon as he turned from locking the door. Cecil was indeed inside. Only, Cecil had already used the alien contraption. He was sitting, legs spread, on a chair, and he seemed to barely see Todd. His hand was in his crotch, his back arched and his nipples firm and erect. Cecil's mouth hung open, gasping for breath as he moaned with the pleasure of his masturbation. Todd could see that Cecil was in the midst of an orgasm, and was not going to interrupt his self-pleasuring just to look at Todd. After a few moments, Cecil's hand quit moving, and slowly, his eyes opened. He glanced at Todd, and a broad grin spread over his mouth. "Hi," he said simply between breaths. Todd stared at his buddy. Cecil was wearing the body of Melody Collins, the hottest cheerleader in school. Except that it had some minor enhancements, specifically, in the breast department. Whereas Melody had firm C cups, Cecil had enhanced them to at least an F cup, bigger but just as perky as Melody's smaller equipment. Todd felt himself getting hard, he was only too ready to end his virginity. Cecil smiled, trying to act seductive. In truth, he was as nervous as Todd was, or perhaps even more so. "Well, you going to do it?" he finally asked. Todd needed no further urging. His pants slipped down over his legs, and he stepped awkwardly toward his buddy. ********** "You know what I wish," Cecil mused. He was restored to his original body, and he was reflecting on the past two nights. Todd smiled. "That we could do this all the time?" Cecil stared at his friend, then he laughed. "Apart from that." He leaned back against the wall, his head tilted so he was staring at nothing in particular. "No, I was wishing there were some way we could use this to get even with those bastards." Todd nodded. "Got your lunch money today, too?" he asked with certainty. "Yeah, I know what you mean. I'd make that Mike into one sissy-looking wimp." Cecil smiled at the mental image. "Or maybe put a pair of tits on Eric!" He laughed at the thought. Todd suddenly stopped laughing. His brow was furrowed in thought. "Who says we can't?" he finally asked. Cecil's mouth dropped open, then he shut it. These two were, after all, the top students in the school, bar none. If they couldn't figure out a way to use this box to relieve their torment, who could? "Something like super-quick reflexes so we can get away?" he pondered. Todd shook his head. "No, they'd find a way to get us." He stroked his chin. "No, what we need is a way to humiliate them, to leave them so utterly and totally embarrassed that they never bother anyone, including us, again." Cecil sighed. "Yeah, but how would we get them here? And into the box?" "And scare the living shit out of them at the same time," Todd added. From the look on his face, Cecil knew that Todd had some particularly devious plot forming in his mind. For a long time, he thought, then a smile spread over his face. "How about a space alien, with hypnotic eyes and pheromones that act like hypnotic drugs to anyone who smells them?" Cecil understood what Todd had in mind, but he wasn't sure. "Can we do that?" Todd shrugged. "Only one way to find out." He stepped to the plate and touched it. For a long time, the machine thought. This was a complicated request, and it analyzed Todd's body chemistry long and hard. Finally, an image appeared. It was a gray Roswell alien, with big eyes and slender limbs. Todd grinned, then he touched the purple crystal. "Here goes nothing," he said as he touched the crystal inside the box. Cecil was worried by the time it was taking. Finally, the door appeared, and Todd stepped back out. Cecil frowned. "Didn't it work?" he asked in a concerned voice. If the machine had broken, there was a chance that it had hurt Todd in the process. "No," Todd answered, and Cecil felt a chill run up his spine. The voice sounded hollow, far-off. Eerie. "It worked just fine." Todd reached behind his neck, and suddenly, his skin began to split. Cecil's eyes widened in horror as Todd seemed to shed his skin, sliding it off like a pair of clothing. And when the clothes slid off... ...Todd stood as a skinny, pale gray alien figure! "Oh, shit!" Cecil exclaimed as he saw his friend. And at the same time, when he stared into Todd's eyes, he felt something...odd. Like he was starting to float, to lose control of his body. Todd smiled a strange alien smile. "You will stand still while I adjust the machine," he said in the weird alien voice. Despite his mind crying out that he needed to see what Todd was doing, Cecil couldn't move. It was as if he were rooted in place, unable to make himself do anything but what Todd had commanded. Todd smiled and touched the control plate. In a few moments, he'd conjured up some image, then he turned to Cecil. "You will step into the box and touch the crystal." Cecil fought, but he couldn't resist. Slowly, inexorably, his body stepped, lurched, forward, into the box. He managed to glance out at Todd, then he felt his hand lifting to touch the crystal. A reddish glow, the same one he'd seen at the other changes, washed over him, bathing him in a tingly light. And then it stopped and the door appeared. Cecil felt some degree of control return, and he stepped out of the box, determined to find out what Todd had done to him. But as soon as he got out, the powerful hypnotic pheromones took control. He slowed, finally halting. Todd smiled. "You are getting very horny," he commanded. In response, he saw a bulge forming in Cecil's pants. It grew, and grew, rising higher and higher up Cecil's stomach. And still it grew. "Drop your pants," Todd commanded, and Cecil obeyed. Now it could be seen what Todd had done; Cecil's member was incredibly long, and now that it was free of his pants, it reached upward, long enough to nearly reach Cecil's chin. Todd smiled. "Take it in your mouth and give yourself a blow job," he ordered. Cecil fought the repugnant command, but he couldn't resist. Slowly, against his will, he bent forward, cradling the malformed dick in his hand and guiding it into his mouth. He tried to fight, but couldn't, and within seconds, his head was bobbing up and down on his elongated dick. He felt himself getting turned on, even as his mind struggled against the unnatural command. "Stop." Cecil stopped moving, and his dick flopped out of his mouth, still rigidly erect. "You are no longer horny," Todd ordered. He watched with satisfaction as Cecil's dick deflated like a balloon. "And you are going to remember none of this." Might as well cover his tracks, just in case. Slowly, Cecil's eyes cleared. He shook his head, then he stared at Todd. "What happened?" he asked, confused. "I know you changed, but the rest is...missing." Todd smiled. "We proved that the pheromones work. So now, we can get those guys back really good." A knock sounded on the door, a very insistent banging. "Todd," a female voice called, muffled by the door. "You're late again. Get your ass out here before I have to do something." Cecil frowned. "Haley," he muttered. Todd nodded. Haley was his older sister, and unlike Todd, she was one of the 'in' crowd, popular, attractive, and openly contemptuous of her brother and his friend. "We better get straightened up so I can go home before she gets really bitchy." Cecil's expression betrayed his thoughts. "If that pheromone stuff works so well, how about we let her come in? I know you'll probably hate me for the idea, but I'd really like to have her give me a blow job." He shook his head. "For some reason, I'm feeling a bit horny, and I can't get the thought of a blow job out of my mind." Todd nearly choked, then he started laughing. Sometimes, he really hated his sister, and he'd never have another opportunity to see her degraded than now. He hid behind the box and nodded. Cecil turned the latch, opening the door. ********** Todd fled down the street, gasping for breath as he raced to stay ahead of the bullies. One more turn...and he was in the alley. He knew what he was going to do, and he smiled to himself, but he had to make this look good. He pressed himself against the brick wall, just like always. In seconds, the three bullies rounded the corner. Mike, the leader, snarled. "Okay, wimp," he demanded angrily, "where's the money?" Todd backed away, further and further down the alley. He looked petrified; he was honestly nervous, even if he did have a tremendous weapon on his side. But things could still go wrong. Ron circled to one side of Todd, while Eric blocked the other side. With his back against the bricks, Todd was totally surrounded. "You slipped past us this morning," Mike said angrily, "and I had to go hungry. So you either pay us double, or I'm going to smash your face in." Todd reached behind his head, to his neck. The toughs wondered what was going on, and they closed in. While Mike could easily handle Todd by himself, Eric and Ron would hold him just to make it really painful. Instead of trying to fight, Todd seemed to be tugging at something. Mike frowned...and then his eyes bugged out. Todd's skin was splitting, opening like a ripe banana! He started to back away as a gray alien shape revealed itself beneath Todd's skin. "We can tolerate your bullying no longer," Todd said in a very alien, strangely resonant voice. "We have decided that you must be punished." Mike's mouth hung ajar. "What...what are you?" he demanded, his knees suddenly weak and wobbly. "Where's...the wimp?" Todd tilted his head. "You cannot harm me," he said simply. He turned to where Eric was winding up to smack him. A curious expression formed on Eric's face as his hand slowly dropped to his side. Todd smiled. "You cannot run from me. You will do exactly as I say." Mike felt his stomach turn; he'd seen the horror movies and the tabloid stories; he knew what this alien was going to do to him. He tried to run, to fight, to do anything. He couldn't. He remained anchored to the spot. Just like Rob and Eric. Todd walked between the toughs, confident that they were in his complete control. "You will follow me," he commanded confidently. Carrying his 'Todd' skin, he led the procession back out of the alley, turning toward Cecil's house. ********** The three toughs obediently followed Todd the alien through the door. Cecil closed and locked the door behind them. "All set," he reported confidently to Todd. Indeed, the boys had spent the better part of last evening practicing, trying out various punishments they intended to inflict on their tormenters. "You," Todd pointed to Eric, "step to the box, to the side with the purple crystal." Eric obeyed instantly. His eyes were fearful as his mind contemplated a fate which he assumed would be hideous. Cecil stepped beside Eric and touched the red crystal plate. "Something's not right," he said, concern in his voice. Todd stepped around Eric and stared. Instead of a normal display, the display showed the strange alien characters. Todd frowned. "What's going on?" he asked. Cecil shook his head, his brow furrowed with concern. He touched the plate again, and this time, the display cleared. He turned to Todd and shrugged. "Whatever it is, it cleared." He turned back to the display. In moments, Eric's body was displayed. Cecil glanced sideways at Eric, then he turned back to the display. He made a few careful adjustments then he nodded to Todd. Todd touched Eric. "Step into the box and touch the purple crystal." Eric obeyed without hesitation. The door vanished, only to reappear a few seconds later. Eric stepped out, a dazed look on his face. But within seconds of exposure to Todd and his hypnotic pheromones, Eric's face was placid once more. Todd directed him to a seat. Cecil stepped to the control plate again, while Todd directed Ron to the box. Cecil made his adjustments, and then Ron entered. When he emerged, the pair set up the program for Mike, and he, like his compatriots, entered the alien box, only to emerge a few seconds later, his alterations complete. Todd smiled at the boys. "You have cooperated nicely. Now you will follow me back to the alley, and then you will forget that anything ever happened." With a smile toward Cecil, he led the three guys back to the alley. In fifteen minutes, he was back, this time wearing his Todd skin. As soon as he came through the door, he grinned. He lifted his hand and gave Cecil a triumphant high-five. "We did it!" he exclaimed exuberantly. Cecil grinned as well. "Thanks to this little alien box." ********** In the alley, three tough guys slowly shook their heads clear of a mental fog. For some reason, Mike didn't remember how he'd gotten here - except that he'd been chasing that little wimp Todd. He turned to his pals...and froze. Eric stood, shaking his head, and slowly he became aware that the others were staring at him. "What?" he demanded. "Your...face!" Ron called. And even as he spoke, his eyes widened in shock. "My voice!" he screamed. Indeed, instead of his deep rough voice, the sound echoing in his ears was a mellifluous alto, a soft, utterly feminine sound. He saw the other guys staring at him, their mouths hanging ajar. "What the hell happened to my voice?" he demanded. Mike stared, horrified. "Eric...you have...a girl's...face!" he cried. "And your hair!" Eric's hair was long, hanging down behind his head. Eric couldn't see, but as he tried to speak, he felt something changed about his face. His lips...they felt like they were fat, full. And indeed, they were. Not only had they been altered to be sensuously female, but they were permanently colored deep sexy red. His eyelashes looked like he was wearing false eyelashes or incredible amounts of mascara, and his eyelids were permanently stained, looking like he wore eye shadow. His cheeks were lifted, raised higher, and like other parts of his face, the tint of his cheeks would forever look like he was wearing blush. He turned from the stares of his friends and glanced in a door, to see a faint reflection in the glass. "What the fuck?" he screamed, seeing for the first time the totality of his new face. He looked like a girl. There was no way, no amount of makeup that could ever make his face look masculine again. Somehow, he'd been altered. And even as the other two watched him, they realized that his hair was slightly longer. What none of them could know, but would soon discover, was that Eric's hair would grow an incredible eight inches a day, over a third of an inch each and every hour, until the weight of the hair corresponded to ass-length locks, tresses reaching down to the round female ass he now sported but hadn't yet seen. At that length, and only then, would the follicles stop the hair growth. But as soon as Eric would get his hair cut, the phenomenal growth would resume. Ron felt something funny within him. He was feeling - horny! But instead of feeling a bulge growing, he felt a warmth spreading inside him! He reached into his pocket, feeling around, and then he screamed in his ultra-sexy voice. "It's...gone!" he cried over and over. His fingers had found no dick and no balls. Instead, his groin now held a fully formed female sex. "My dick is gone!" he cried again. Mike wasn't paying attention. For some reason, he was staring at Eric. And a few seconds later, so was Ron. Eric started to feel nervous as his buddies stared at him. He recognized the stare - they were horny. Theirs were the stares of extreme lust. And they were directed at him. Another of the little changes was showing itself. After they'd realized that they could tailor the pheromones of a subject, Cecil and Todd had changed Eric's pheromones. His body now exuded powerful pheromones which made any male around him horny, driven toward his scent. Mike felt his dick firming as he stared, for some reason, at Eric. And then, he felt something on his chest. His hands lifted slowly, and as his dick continued to firm, he cupped the growths on his chest, the tits swelling in time with his dick. Larger and larger they grew, rounding and firming into the undeniably feminine shapes of breasts. He screamed, his mind finally able to force his vocal chords to make some kind of sound. And yet, for whatever reason, despite the horror of the growing boobs, he couldn't contain his lust. Subconsciously, he knew...despite how wrong it was...that he needed to be nearer Eric, that his body was responding strongly to his friend. And as his lust grew, his tits grew. The machine had worked long and hard to solve this problem, but finally, it arrived at a solution, and now and forever, when Mike became stimulated, he would grow very sensitive C- cup boobs. The trio screamed in horror, a macho guy who grew tits when he got excited, a tough whose face and pheromones made him seem like the ultimate gay sissy boy, and a thug whose voice could nearly make a man cum in his shorts with a pussy to match. Their long years of tormenting the nerds had finally come full circle. ********** "How long should we leave them like that?" Todd finally asked as he stood at the threshold of the machine. He was wearing the body of Melody, and the two had been having some fun. Cecil had no feelings of guilt. "They tormented us since the fourth grade. I say we let them suffer for a while." He glanced at Todd. "You want to give me a chance?" He sounded hopeful. Todd smiled. "Sure." He touched the crystal and stepped into the machine. In seconds, he was back out. Cecil stepped to the plate and touched it. He designed his body, then he stepped into the box. He emerged, and Todd frowned. "I thought you were going to change." In answer, Cecil grinned, then he touched the back of his neck. Like Todd had done with the alien skin, he let his skin slowly slide off. And underneath.... Todd gasped, then he grinned. He touched the back of his neck and started peeling off his skin, revealing the gray alien, but this time, an alien sporting a large firm dick. He smiled at Cecil, who smiled back. For underneath his skin, Cecil had a female body, gray, fine, and with large eyes and small alien breasts, a body that perfectly matched what Todd wore. FIN