Night Skies Hotel: I Stand Alone free porn video

Night Skies Hotel: I Stand Alone By Wolverine Historian's note: This story is set during the "Foundations" era of the Night Skies Hotel saga. While it isn't necessary to have read the entire saga to understand what's going on, there will be occasional references to people, places and events that have appeared in previous stories. *** "We have met with foes who strike beside us." - Malcolm from William Shakespeare's "The Tragedy of MacBeth" *** The soldiers made their way through the crowded, noisy streets of Craterium, the capital of Marsupia, which was the Patriarchy's poorest and most remote province. Their ranking officer, a dostum by the name of Scarab, was very relaxed as he took in the sights and sounds of the female serfs, which struck his men as odd since he usually was an all-business-and-no-fun kind of commanding officer. The serfs were physically fit and healthy, as befitted their status as chattel of Champions and other men important within the hierarchy of the Patriarchy - after all, unfit and unhealthy property reflected poorly on the owner. The dostum flirted with the women, chuckling and reveling in their scents and builds. Scarab's eyes fell upon a raven-haired, green-eyed beauty amid the sea of blondes, brunettes and redheads. She returned his constant smirk. His scarred visage, a result of years of dutiful service in the harsh UTM, leaned in close to her ear and whispered something, causing her smile to widen. She whispered something back and Scarab's hands fell upon the woman, taking her with him off to some other spot in the city for a night of pleasure. He briefly looked back at his men and winked. It wasn't long before the remaining men to link up with other women, some of whom could have easily passed for sisters of Scarab's lover. Some clasped long, slender reeds in their dainty, long-nailed hands whose fingers traced their forms up over their well-endowed chests and through their dark hair. The scent of the reeds combined with their womanly aroma and the group of men scattered with their partners ... all except for three, who sat down on a bench near the crowded thoroughfare. The largest and dullest was Ajax Devirtu. Despite his intellectual shortcomings, he made up for it with a big heart, which was necessary to keep the blood pumping through his massive muscles. His head was cleanly shaven and his eyes were a light gray. Ajax stood at least a head taller than the second tallest member of the group, who wasn't a short man by any means. His name was Hadrian Chaldea. He was the pretty boy of the group. His dark hair and blue eyes made him a poster boy for Patriarchal soldiers and a hit with the chattel in many a camp. His confidence and arrogance showed in his self-assured smile. The third and most reserved member of this trio was Claudius Fama. His brilliance and ingenuity had appeared in some of the higher echelons of the Patriarchy under the guise of ideas that supposedly originated with his superiors - but he, and they, knew better. Yet despite his brilliance and skill in a fair fight, Claudius remained among the lowest ranks of the Patriarchy. "These nights on the town are boring," Claudius observed as he relaxed. "There's too much smoke for my tastes." "Well, look at it this way - at least we get a break from those stupid raids," Hadrian replied. "Night after night, raiding little clusters of women and killing or imprisoning most of them with those damned slavers. For what? To sell them as chattel? Knowing our luck, we'll run into one of them tonight, and the newly tattooed bitch will have a knife ready to backstab us with." He snorted. "Can't say I'd blame them, either." Ajax chimed in. "But it's what the Champions demand. Besides, it's not like we're kicking and screaming not to do it," he said, oblivious to his disagreement with the others. "Hadrian's right - the raids are pointless," Claudius said, ignoring Ajax's words. "They gain us no strategic advantage whatsoever. Nothing can come of it." "Yet you go along like a good soldier should," Ajax replied, smiling at Claudius, who grinned weakly back at his brother-in-arms. Hadrian frowned. "That's why he remains nothing more than a common soldier - not an officer, not a Sentinel ... just a run-of-the-mill soldier," he muttered. "I swear, if you'd just challenge someone!" He thought for a moment. "Why not Scarab?" Ajax growled. "I should strangle you for even suggesting that." "You're such a product of the UTM schools," Hadrian shot back, scowling. "Anyway, all I'm saying is that young Claudius should use the system to his advantage. Scarab would be a tough cookie to bite into, but I think he could handle himself." His gaze settled on Claudius. "He won't get very far in the ranks if he doesn't." Claudius opened his mouth, but Ajax held a hand up. "Claudius is a good soldier. He'll get his promotions one day and he'll excel. And if a challenge becomes necessary, he won't shrink away from it." Hadrian rolled his eyes. "I'm content with my current station in life," Claudius interjected at long last. "If it's all I ever experience, then so be it." "Meaning?" Hadrian asked in a puzzled voice. Claudius took a deep breath. "I seek not the glory of life. It's been forbidden to me by my own fate. Death shall follow me forever. This I know, for I've seen it in my dreams," he said flatly. Hadrian and Ajax stirred uncomfortably, but remained respectfully quiet. Claudius continued. "In one dream I unmercifully kill a legion of women, who beg to be set free. In another, I drink the blood of the innocents who follow me. In the third dream, I devour men's souls." He paused, thinking. "I know my life is death to all those around me. That's all I have to look forward to, so I relish in it. A higher ranking and its attendant glory will not give me the satisfaction of fulfilling my purpose." "So it's not a good idea to hang around with you, huh?" Ajax asked. Claudius shook his head, and Ajax groaned. "Damn. I knew I should've taken that transfer when it was offered!" Claudius smiled wickedly. "For what it's worth, I feel it's been too late for us for quite some time - years, in fact. Rest assured, you'll both find your deaths with me." "OK, now you're being downright eerie, Claudius," Hadrian objected. "Moreso since it's based on a farce." "Farce?" "Dreams mean nothing," Hadrian explained. "In some, I'm the woman being dominated by the man. In others, I'm nude at a UTM base." He snorted. "My dreams go place to place and idea to idea depending on what I had for lunch or for supper. They're all silly fantasies." Claudius pursed his lips. "Well, we shall see about that." Several raven-haired beauties passed by, lust evident in their green eyes. One locked eyes with Hadrian and minced her way over to him, smiling. He grinned back as she leaned in close and seductively whispered. "I have a little something for you within these robes of mine." Hadrian's grin widened; he knew what she meant. The so-called pretty boy looked at his brothers-in-arms. Claudius was smiling and giving him the thumbs-up signal. As for Ajax, well, he wasn't even paying attention, staring off into the distance. Hadrian shrugged and turned back to the woman. "Tonight you will have your fill of a man of Terra," he said forcefully. She giggled. "Ooh so manly. Then I'll call this one a freebie. Take me, handsome!" Hadrian grabbed her arm roughly and dragged her away, a smile seemingly plastered across her face. Claudius and Ajax sat together for a long while, watching the crowd pass by with little interest. The only signs of intelligent life were the occasional men who passed by, nodding respectfully at the soldiers. One in particular, however, got their attention: He was indistinguishable from the other fine, strong men of Terra, but in mid-stride he stopped, sniffed, and moaned loudly. He doubled over in front of Claudius, his gut twisted by pain. For his part, Claudius just shook his head, thinking he had indigestion. The man wheezed, words failing to form in his throat, and looked pleadingly Claudius, who was preoccupied with his thoughts. The man clutched Claudius' leg and squeezed with all his might, trying to alert him that, no, this wasn't a mere case of indigestion. It worked - Claudius turned toward him, anger evident in his face. In the same instant, something released within the man. His grip loosened. Claudius stared into the man's eyes, which were a shade of bright green. The soldier's anger faded as the man smiled weakly, letting another moan escape. "Can I help you?" Claudius asked, just slightly irritated now. The man giggled. "Fuck me, and impregnate me with your seed," he said, a loud crunch emanating from his hips. He gasped and Claudius felt fingernails brush against his legs. "Excuse me?" Claudius said, disgust replacing his irritation. The man let out a howl as two small, perky bumps formed on his chest. His eyes became hungry as his eyebrows thinned and arched. Dark streaks jetted through his lengthening hair. Claudius stared in disbelieve as the man tore at his clothing. "Are you insane?!" "I need to reproduce," the demi-man squeaked in a much higher voice. The lumps on his exposed chest grew, crowned by plum-colored nipples and aerolae that appeared to be darkening and expanding. The demi-man moaned. Claudius took note of the man's jutting, purple-headed erection as the thing tried to mount him. "Get off me!" Claudius yelled as he stumbled and fell, the demi-man atop him. A massive fist slammed into the demi-man's head, sending him flying off of his conquest. It was Ajax! He made sure the demi-man was no longer a threat - he wasn't, being out cold as he was but, eerily, still changing - and helped Claudius to his feet. Claudius took in his surroundings, a sinking feeling in his gut as he drank in the details. Many men were on the ground moaning, clutching at their guts or, in some extreme circumstances, pushing tits out of their chests with much pleasure. More than a few were mounting others - half-changed as Claudius' assailant had been - slathering their victims with saliva, sweat and gods knew what other bodily secretions. *** Sivas Friedric was a kind and simple man who lived an uncomplicated life in Craterium. But now he wondered if his kindness had led to the predicament he now found himself in. Some months ago, on the way home from a fishing trip, Sivas had come across a pair of UTM officers abusing a dark-haired serf. He had stood up for her and, somehow, made it away with both him and her unscathed. He eventually parted ways with her, but before she had taken her leave, she looked into his eyes with her entrancing, emerald-green orbs and pecked him on the cheek. Sivas had been very pleased with the acknowledgement of his good deed - until tonight, that is. Tonight, Sivas was clutching his gut as painful spasms rocked his world. A gasp escaped from his lips as dark hair cascaded past his shoulders. He dragged himself, his lengthening fingernails occasionally getting in the way, to the simple window that overlooked one of Craterium's many streets. Below he could see many men were in the same situation as he was, although many of them seemed to be enjoying the heat, something that he found uncomfortable. He turned away from the window, coughing and grimacing as his vocal cords twisted and warped. He let out a surprised, high-pitched squeak. Then something else distracted him and, clawing at his simple clothing, Sivas exposed what it was: a massive erection. He blushed and giggled, embarrassed. Something told him it was OK. Sivas moaned with the pleasure as he caressed his engorged nipples and massaged his member. His hips expanded with a loud pop, eliciting a moan. He gulped and allowed his buttocks to mold into what they were becoming; in fact, he willed it. Sivas hadn't had much in his life, but that was changing now - instinctually, he somehow knew massive power awaited him at the end of the transformation. Sivas could make himself over into something new. A small, but growing, part of him felt like he was becoming a part of something greater. He screamed with pleasure as his chest expanded, giving him two modest bumps. Sivas sprayed a load of semen, thick, cloudy white droplets splattering his chest and face. His red-nailed hands came away from his penis as it began to change - pinkening and withering away at the same time. His green eyes fixed on the splotches of warm semen on his chest as his face rounded and smoothed. Sivas felt beautiful. He focused on the lumps his chest sported, willing them to grow, and grow they did, turning into a pair of nicely shaped C-cup tits topped by quivering, erect nipples. He stared down the deep valley between his jiggling melons to his smoothing stomach and from there to what remained of his penis. It looked wrong to him, but he couldn't quite put his - or was it her? - finger on it. With a quick squeeze of his dark-nippled tits, Sivas began masturbating once again, his penis shrinking even more in his soft, feminine hand. His thoughts - increasingly chaotic and unfocused - drifted from delusions of manhood to the new life that awaited him. Reproduction. Childbirth. Sisterhood. These thoughts and more swept through and overwhelmed what was left of his mental defenses. Sivas felt very warm and screamed with pleasure, almost in unison with his neighbor - no, sister! She, too, was being born and Sivas could feel his connection with her. His mind was of two impulses - a tiny part demanded that he resist, while the rest whispered seductively, telling him to simply accept what was to be. Sivas howled loudly, his decision made, pushing his tits with all of his might out of his chest. The now D-cup mammaries heaved and dangled on his chest. His nipples were like pencil erasers. His mind fragmented and he began to recognize himself as a she. Sivas' name faded, and he felt himself lost amid a tumultuous ocean over which he had no control. A single tear ran down his cheek as his body quaked, bringing forth yet another howl from him. The cry attracted his newly changed neighbor, and she burst though the door of his small apartment. Her eyes blazed with carnal hunger. "Fill my needs now, and I'll help you fill your needs later," she hissed eagerly. Sivas' new mindset solidified; he grinned and nodded lustfully. He rubbed the hot, clear fluid his nipples now secreted across his massive breasts, a clear invitation for her to partake of the last meal he'd ever provide. She straddled his widened hips and impaled herself on the tiny, pink remnant of his penis. They established a sexy rhythm, caressing each other's nipples, suckling the fluids, growing more comfortable with their new, utterly feminine, bodies. "Let me have your seed," his lover crooned, "for you won't be farming much longer." Sivas let out a moan; he cracked his back as he arched, cumming with all his force into his sister. She screamed with unimaginable passion. Her vaginal muscles accepted the gift and she rolled of Sivas, her hot sex fluids coating his shriveled male genitalia. Sivas grabbed his sister's arm with one hand and rubbed his nipples with the other. He gasped and moaned as his scrotal sac tightened against his crotch and fissured. With a squish, his crotch split open, his vaginal tract burrowing deep into him as his nether lips and vaginal muscles came into being. Sivas looked at the woman he had just screwed, a final, fleeting look of regret crossing his feminized features ... Sivas ... Siva ... Siv ... Si ... Stacey locked lips with her sister, their lipstick-smeared mouths seemingly welded together. Lust built up her that she had not known until that point. She clutched her sister tightly before letting go and crawling out the door of the apartment. She needed a man! Her sister - whose own lust had been satiated by the impromptu coupling - smiled knowingly. "I shall see you again," she said, her emerald-green eyes alight with newfound rationality and intelligence. "In the meantime, be careful out there!" Stacey didn't hear the words - she was already halfway down the hallway, intent on finding a man to make love to, in order to give him the gift of everlasting womanhood. *** Hadrian and his lover basked in the soft, diffused light of Luna, fucking like jackrabbits. Hadrian ravaged her insides, trying to get a twinge of pain to show on her face. He needed that to know he had dominated her. But all she did was smile at him, dutifully squeezing her vaginal muscles that gripped his hard member like a hot, velvety glove. He licked the sweat that beaded on her nipples; she returned the favor, her delicate, pink tongue dabbing softly along the contours of his face. His hands enjoyed every soft feature of her delicate body. It all added up and, in the next instant, Hadrian stiffened as he sprayed his load into her, then rolled off of her. They both panted, luxuriating in the primal, delightful sensations left in the wake of their climaxes. He slapped the ground, chuckling. "That was the best fuck I've had in a long time, if ever," he said. She smiled back at him, passion still smoldering in her eyes, passion he didn't miss. "Hold on, I'll be ready again soon." "I'll wait for you, love," she responded, giggling. Hadrian gave her a puzzled look, ignorant of his new eye color - emerald-green. The woman scooted up next to him, and he wrapped his arms around her. Sloppy seconds are always one of my favorites, he thought idly. The woman began twisting and tugging gently at his hair, smiling as it began to darken, thicken and lengthen. Momentarily lost in thought, Hadrian was brought out his reverie by an itching sensation across his scalp; he brought his fingers up, now crowned by longer, red-painted nails, and scratched absent-mindedly. Hadrian's eyes widened with alarm, the feeling of nails and hair flowing past his neck not natural at all. He gaped, his feminizing hands held in front of disbelieving eyes. "What is this?!" he squawked. A spasm rocked his stomach, almost making him puke. He moaned as the spasm was followed by an orgasm-like sensation of warmth and pleasure throughout his body. An odd, intoxicating scent filled the air - he looked at his lover, eyes narrowing into slits as it dawned on him where the scent was coming from. "What are you doing to me?" "Shhh. It'll be done soon and then we can go spread our gift to others," she said soothingly. A part of Hadrian felt comforted by that, but then he shoved the comfort away and pulled himself to his feet. A loud crack emanated from his back as he arched it and pushed his ass out for all to see. He groaned as his hips began expanding, much to his horror and dismay. Hadrian looked from his erection, which now lay between expansive, fat-marbled hips, toward the woman. She was smiling and masturbating, her fluid-slicked finger rubbing furiously along her clitoral hood. "Horny?" she asked slyly. "Yes ... YES!" Hadrian screamed. He stroked his cock, falling back to his knees. His pink nipples began darkening as they grew larger, more sensitive and erect. Equally dark aerolae spread out around them, forming thick disks. She tried to embrace him, but he shoved her away. "NO!" "Whatever you want, sister-to-be," she replied as she resumed rubbing her clitoris. "I'm here for you when you need me." "Uhhh," Hadrian moaned as a pair of small, supple lumps developed behind his nipples, which were already secreting some sort of hot, clear liquid. He sprayed his load - smaller than what he had deposited within his lover mere minutes ago - onto the grass and felt a moment of clarity. He knew what he had to do. His hand snaked into his uniform and pulled out a weapon. Leveling it at the bitch, he fired a single burst into her chest. She collapsed, a stunned, disbelieving look forevermore etched into her face as she gazed lifelessly at the gaping, cauterized crater. The womanly hand gripping the weapon trembled, then dropped it as the effects of the transformation swept over him, tearing at his will. Images of womanhood flashed over and over again through his mind as it was assaulted, its DNA being irreversibly altered, including XX chromosome pairings replacing the XY arrangements. Hadrian's body began to more fully reflect his changing DNA. He heaved and moaned with pleasure as the lumps on his chest slowly expanded, pushing out from a soft, hairless, feminine chest. A sheen of sweat covered his body, some of which dripped down to his twitching, pink-headed erection. Hadrian's handsome face began to round and his eyebrows arched. With a last moan, Hadrian pulled himself back to the present. "I am Hadrian Chaldea! I am the most handsome member of the UTM!" he screamed defiantly. "I shall not go down without a fight!" Hadrian pulled himself to his feet, trying to ignore the intoxicating scent his body now gave off, his heart pumping hard as his body continued its slide toward womanhood. He gasped heavily, stumbling away from the grassy field, fighting his demons and working his way toward his brothers. *** The young boy watched as the man who had been training him in the ancient art of pottery let out a womanly howl and expelled a puddle of semen on the cold ground below his splayed legs. Nestled between them, beneath a trim, inverted triangle of black pubic fur, were a pair of new, nether lips. A single drop of semen glistened, then fell with a soft, almost inaudible splat. The new woman heaved and panted, long-nailed fingers exploring her new body; the boy could see her luxuriating in the new feelings of her femininity. "S ... sir?" the boy asked haltingly, fear evident in his voice. The man had been nice to him, taking him under his wing and giving him a chance to do more with his life than be a soldier. The woman looked at the boy, but there was no recognition in her emerald-green eyes. There was only lust, albeit not seemingly directed at the youngster. She rose to her feet and, just like that, was gone, vanishing through the doorway, leaving the boy to fend for himself - but only for a few minutes. A silhouette filled the doorway - it was the woman who had initiated the boy's guardian into the wondrous ways of womanhood. She looked different somehow, though: Her eyes were now filled with panic rather than the almost mindless lust he had seen in them earlier. The boy backed up against the back wall of the small cottage and stared fearfully at the woman. A stricken look crossed her face, and she reached out tentatively toward the youngster. "I'm so sorry. We can't help ourselves when we first change," she explained. "Your father was simply in the wrong place at the wrong time." "Victor wasn't my father," the boy replied, "but he was taking care of me, much as a father would ... and I loved him for it." His eyes blazed, anger replacing the fear. She noticed his anger, and seemingly shrank from it. In his heart, the boy wanted to hurt her, and badly. She spoke, her voice quiet. "Again, I'm sorry. Once she's passed on the gift of womanhood to another man, she will regain her faculties and, perhaps, return." She sighed. "I didn't mean to ruin your life so badly. You seem like a sharp little guy. Don't want to do that to sharp little guys." The youngster pursed his lips, stifling his anger. If anything, his life had taught him that emotions could be counterproductive if not kept in check. He stepped away from the wall. "What's you name?" "Adrian," he replied. "You?" "Stacey. Look, things are getting dangerous around here, but if we can get out of the city, my sisters will take care of us." A small smile crossed her soft, oval-shaped face. "I need your help, though. My memory isn't, um, what it used to be. What do you say?" Adrian shook his head. "I don't want to be a girl. How do I know you won't change me? Or how about one of those other bitches?" "Actions speak louder than words," Stacey said, ignoring the boy's degrading vocabulary. She went over to the modest bed where Adrian normally slept and wrapped herself in of its sheets, covering her full, generous breasts and lovely vagina. She looked at him and nodded. "This is the best I can do for now - I won't be getting any of my fluids on you, and I shall keep a handle on my pheromones. And rest assured, my sisters have no desire to spread their gift to juveniles." She looked him squarely in the eye. "Just help me get out of the city and we'll both be fine." "Better than staying here," Adrian said, wincing as howls of men changing into women became audible from nearby cottages. Stacey offered her hand and he accepted it, thus forging their partnership. *** Ajax and Claudius had long since drained their energy weapons dry and were now fighting through the sea of women with their bare hands. It had become apparent to Claudius early on that this was a biological attack, and made sure he and Ajax took every precaution they could to avoid exposure. From time to time, civilians who had realized something unnatural was afoot would join in them until, invariably, women would overwhelm the lesser-trained civvies, pulling them away to be initiated into the ranks of femininity, oftentimes right on the battlefield itself. "We have to reach the UTM base, and hope they've managed to keep the bitches at bay," Claudius shouted, his voice very nearly drowned out by the demented screams of horny, desperate women. Ajax nodded curtly, and the pair continued working their way through the sea, back to back, fanatically refusing to let the women to overpower them. In the distance, the roar of a firefight became audible, as did back-and-forth volleys of hellish, crimson energy. A grim smile crossed Claudius' face. "We're almost there Ajax! Just keep pushing!" *** Hadrian wasn't as lucky as Claudius and Ajax. He encountered scattered groups of women, whose pheromones tore at his mind, calling to his blood and pulling him further toward womanhood. He, too, was working his way toward the UTM base, but only because his new instincts pushed him that direction. He dropped to his knees as his still-growing tits grew too prominent to ignore. Both sides of his warring mind gave in and he howled with intense pleasure as he shoved the perky, firm mounds into heavy, shapely D-cup melons. He lay on the ground, panting, his penis turning pinker and shrinking even more. He regained a modicum of control and focused on the organ, willing its changes to stop. "You won't get me that easy," he muttered, which quickly became a mindless giggle as his dainty fingers gently kneaded his dark, erect nipples, smearing his breasts with a hot, clear fluid. Hadrian snapped back to reality and let out a frightened whimper, realizing he might not last past his next encounter with the women. He had just pulled himself to his feet when a woman came into view. He leveled his weapon at her and fired, killing the bitch an instant before he saw the sigil of a Champion tattooed into her forehead. Oops, he thought, staring at the still body of the blonde-haired serf for an instant before moving on. Thank the gods she didn't belong to the Champion of Urippe. He gets testy when his chattel is killed. Hadrian trudged the city, his male/female urges warring inside his head. At times, Hadrian would slide into her female mindset and she could feel a burning in her loins for a man. Then she would catch sight of his penis between her legs, and the shock would be enough for Hadrian to reassert himself. And so the cycle went - male, female, male, female, sometimes in-between. "FREEZE, BITCH!" a voice thundered. The guttural, male voice came from somewhere ahead of Hadrian, who had faded off into female bliss for a few moments. He snapped back to reality and felt his blood churn as he caught sight of the man and, more importantly, his scent. Hadrian felt his stomach churn as his insides shifted once more, making room for his developing uterus. He needed a man. "I SAID, FREEZE!" "I need to reproduce soon," Hadrian said absentmindedly. He shook his head, stopped in his tracks, and leveled his weapon in the man's direction. Other men emerged into view from around the corner, staring at Hadrian. He felt his hormones surge and knew his time was near, but he wouldn't let it happen. He'd reverse this yet. "Don't get any closer!" Hadrian ordered. "I just want passage through. They haven't claimed me yet. I've just grown a glorious pair of titties! No! Ignore that!" A pause, followed by heavy breathing. "Just let me through and I'll leave you be. But please, delaying me makes this woman ... uhhh ... fuck me handsomes. Just wait 'til my pussy blooms for all of you to behold!" Another pause. "NO! Just let me through!" "You're not getting through my checkpoint, bitch," Guttural Man said. "You were once a brother-in-arms, but that's no more. I shall end your torture!" "NO!" Hadrian screamed forcefully. "That's not your right. My fate is mine to make!" His head was spinning; he had to get away from the men and their scents soon or his chances for recovery would literally disappear. "I beg of you, let me through!" "And let you transform others into sluts like yourself? I don't think so bitch," Guttural Man hissed. Hadrian's female genetics allowed the remaining male part of his mind to control the situation. He rolled into an alley as the men manning the checkpoint opened fire. Hadrian crawled on all fours, his male and female parts flush with fear and panic. Having a split personality was not a good thing in a firefight. Your brothers-in-arms have abandoned you. Join your sisters and become whole again! The thought came from the increasingly dominant female part of his changing brain. Hadrian ignored it as best he could. While he didn't particularly care for Guttural Man and the others shooting at him, and he also had no intention of becoming a mindless slut. Hadrian scuttled as fast as he could through the alley, toward a distant opening, the men behind him, their weapons fire clawing at his back, and the female within clawing at his insides. *** Claudius and Ajax found their way into a small sex slave complex, holing up in one of the serfs' small, ill-lit, utilitarian quarters. Outside, they could hear the continuing chaos of a city besieged by women the likes of which Terra hadn't seen since the Chaotic Times - when dozens of warring nations had competed with each other for a pre-unified Terra's resources - came to an end two centuries ago. "Infected?" Claudius asked, exhaustion evident in his voice. Ajax shook his head. Claudius smiled grimly. "Same here. But I have a feeling one of us will meet our end at the other's hand before the night is over." "That's a better way to go compared to what awaits us after being infected," Ajax replied, eliciting a chuckle from Claudius. Just then, a weak moan came from the far end of the room. In their haste to take shelter, they hadn't given any heed to whether or not the quarters were occupied - which they just happened to be. Both men looked over to a writhing form on the bed. Emerald-green eyes peered through the dim light at them, lust, fear and, amazingly, some recognition in them. In the next instant, realization hit Ajax - it was hard to tell, minus the scars and age, but this was their dostum, Scarab! Claudius flexed his hands and moved forward slightly, his eyes locked intently on the woman. "Sir, is that you?" Ajax asked. The woman gulped, a brilliant fire flaring briefly in her eyes before vanishing as quickly as it had appeared. "Yes ... YES! But not for much longer. I can't fight it anymore. "I killed the bitch that did this to me, but it was already too late!" Scarab rasped, his voice changing as he spoke. "I'm about transform completely. And don't think the bitch in me will hesitate for a second to use these massive balloons to transform you," the dostum added, indicating a pair of massive, firm breasts jutting out from his soft, feminine chest. "Kill me now. PLEASE! Or ... or fuck me until I can't feel anything between my legs." Claudius' mouth thinned. "I shall put you out of your misery, sir," he said, moving forward aggressively. A hand latched onto his shoulder, holding him back. Claudius glanced back, seeing Ajax. "We can't kill Scarab!" the big man rumbled, an undercurrent of uncertainty in his voice. "DAMMIT, AJAX! YOU STUPID, MORONIC FOOL!" Scarab screeched, his alto-pitched voice inadvertently dripping with sex. "Stop being such a damn loyal soldier and kill me. Please ... I don't want to be ... this ... mindless ... AAHH!" Scarab's voice cut off as he writhed in panic. He tore the blanket away that had been covering his crotch, moaning and giggling. Claudius and Ajax watched in horror as Scarab's genitals transformed, giving rise to a new woman. There was a final spasm as the woman who had once been Scarab ejected a small stream of his semen from her fur-lined vagina. The cloudy fluid soaked the bedding between her legs. Claudius punched Ajax in the chest, but the hulking soldier hardly felt the jab, which only infuriated Claudius more. "Now we have a real threat on our hands, you damn fool!" he yelled. "I hope your ready to kill Scarab now. He's not a man anymore, let alone your dostum!" The woman on the bed got on her hands and knees as she stared hungrily at the arguing males near her. She smiled. "Hello. My name is Sandra ... how would you handsome men like the pleasure of a real woman?" she said liltingly, licking her full, pouty, lipstick-smeared lips. Claudius shook his head, still unable to believe that Sandra had been, until moments ago, Scarab. His dostum. The one he had looked up to from day one. The memories came rushing back, and he was lost to the present and its alien dangers. *** "You're a moron, Claudius!" Scarab screamed at the young man in front of him. "I'll be surprised if you ever advance past the level of maggot, you arrogant little prick." "Shove it where the primary doesn't shine," Claudius spat at the dostum as he sat in the older, experienced soldier's office. "I had every right to bring her on the base." "As a Patriarchal soldier, you serve the Champions and your brothers, not yourself!" Scarab returned, his voice steady and hard. "Following the rules comes with the territory; you're not above them," he continued. "What were you thinking, you idiot? Serfs are never allowed on UTM bases! And because you failed to heed that rule, Claudius, the bitch found in your company was executed." He paused, breathing heavily. "Base Lord Baldric Da'Neel has yet to hear of this because I kept quiet about it for your sake," Scarab hissed. "Want to know why? Because, for all your arrogance, you're brilliant, and that's an asset to the military ... but it only goes so far." For all the bluster about breaking rules and dead serfs, Claudius knew he wasn't being punished for any of that. No, this was about something else. Like putting me in my place, he thought, staring at his dostum. "You will accept the punishment I mete out," Scarab said, "or, rest assured, the base lord will hear about your transgressions." He smiled. "Right now, you're a nobody to him - but if you become a troublesome nobody to him, you could very well end up in the arena! And, as skilled as you are, I wouldn't bet against a base lord. After all, he didn't just get to where he is now by having book smarts." Claudius shrugged indifferently. "So, what's your punishment, sir?" he asked, unable - or unwilling - to keep a touch of arrogance from his voice. Scarab shook his head. Despite spending his entire life as part of the military - Claudius was, after all, the child of some anonymous one-night fling between a sex slave and her equally anonymous fucker, destined from infancy to end up in the barracks - he had still somehow wound up an arrogant little prick with no loyalty to his brothers-in-arms. It appeared the time to do something about that liability had passed. All that could be done now was to channel the brilliance and hope he outgrew of the arrogance before it got him - or, worse, his brothers - maimed or killed. "There's a small mission going to Gaia in a week. I expect you to be part of it," Scarab said. "Why?" Scarab chuckled. "I want you to experience a dull, drawn-out mission. And while you're there, you will see how boring, silly and naive their culture is compared to ours," he explained, a cruel smile twisting his lips. "Trust me, the next time you consider bringing a bitch on the base, you'll think about how damn silly she is instead of claiming some sort of romantic connection with her. You'll see that females are inferior to males, regardless of what timeline they hail from." "Alright, I'll go." "Damn straight you will, soldier, on pain of death." Claudius longed to challenge and overcome Scarab's stereotyping of women, to see his dostum flail about helplessly as the foundation he had built his life on crumbled beneath his feet, but he held his silence. A mission to Gaia itself, eh? he thought. Hmm. This could be an opportunity gather enough data to refute Scarab once and for all! *** "CLAUDIUS!" Ajax screamed, his fist connecting solidly with Sandra's face, knocking her away from the seemingly insensate Claudius and into a wall, her head hitting with a sickening thump. Her body slumped to the floor, where she lay deathly still, her chest no longer rising and falling with life. Ajax winced as he examined his fist, seeing the small gash her teeth had gouged on a knuckle. Claudius blinked rapidly, then looked around, confused. "What just happened?" Ajax patted his companion's shoulder. "She was emitting some sort of pheromone. We would have both been pushing out tits if I hadn't acted when I did," Ajax said. "My head is still woozy from its effect." He grinned. "So ... now what?" "We'll stay planted here until the bitches leave the vicinity, then head out," Claudius said decisively. "Hopefully, we'll find some weapons along the way. That'll make reaching the base much easier," Claudius replied. Ajax nodded and the two settled down in silence. Outside the sex slave complex, the two could hear women passing by - some seemingly alone, but more and more in large groups, their low, soft voices barely discernable to Ajax and Claudius. The two exchanged looks; judging from the parade of footsteps, the parade of women was nowhere near an end. Eventually, though, there had to be an opportunity to move toward the base. There just had to be. Surely not every male in the city had been transformed into a female! *** Stacey and Adrian quickly made their way through the city, using stealth and agility to avoid detection for the most part. Stacey's mind was still very fuzzy regarding Craterium's layout, so Adrian had to show her the way. Crawling under and over walls, along with an occasional brushes with men - who were soldiers, civilians and sometimes neither - who ranged in attitude from focused and on the hunt to scared schitless and on the run, took its toll on the two. They stopped to rest in the shadow of an obscure alleyway; Stacey could feel Adrian's eyes drilling into her, in spite of the shadows. "Do you remember who you were before?" he asked innocently, his small voice sending shivers up her spine. She wanted a child of her own. "Not really." She smiled in the darkness. "I can remember some scattered moments, but they mean nothing to me. Two things, however, stand out in my mind, with the intensity of burning suns: the name Gaia, and something about a plague." "I think Gaia might be the reason for this," Adrian said slowly. Stacey cocked her head, curiosity etching her face. "What do you know of Gaia?" "It's planet that exists in another timeline," Adrian said hesitantly, trying to recall what he had learned of Gaia in his classes, wishing he had paid more attention. "It's a planet dominated by women, at least if I'm remembering my lessons correctly." "What does this world have to do with us?" "The base has gates to other dimensions," Adrian said matter-of-factly. Suddenly his eyes grew wide as realization dawned. "That's what you women are after, isn't it?!" In the same instant, what had been muddled became crystal clear to Stacey - she finally understood the tug she had felt ever since her "birth" to head toward the base. Her sisters' single-mindedness - which had led to a number of them getting killed - made sense now. She had only ignored the primordial call when she had regained control of herself, at which point the desire to make sure Adrian was OK possessed her. She had almost broken down with guilt at taking a young boy's paternal figure from his life, hence her efforts ever since to make amends. She focused her mind and, like a tidal wave, the call to storm the base, swept over her, coming from every single one of her sisters in Craterium. The boy's voice intruded upon her thoughts. "So what do you think about?" She shook her head, the connection with her sisters fading, leaving her feeling somewhat drained by the experience. "Huh?" "Well, Victor was obviously consumed by this Gaia hunger or whatever it is, and it didn't look like much else was on his mind," Adrian said. "But you're different, somehow. Tell me, what do you think about?" "I'm a woman, Adrian." "Uh huh. So what do women like you think about?" "I haven't had much time to think. When your ... Victor came inside me, it set off some sort of chain reaction that cleared my head," Stacey explained. "I didn't want sex as much anymore. Then I thought about you, and what I had taken from you. So I came back." "Well, what are you thinking about now?" "Wow. A bunch of things. Whether we're going to get out of the city. What my sisters are dying for." She focused on his shadowy form. "About keeping you safe." "Don't worry, Stacey. We'll be OK." "I'm so sorry about Victor." "You can't do much about him now. He's wherever he is now." "That's very understanding of you." "Hey, I'm a Terran kid. You learn to accept the facts of life, one of which is that Terra is a demanding, harsh world on which to grow up," Adrian said gamely. "That's what Victor always taught me." "Hmm. If you say so ... but Adrian, I'd love to prove that life isn't always harsh." "It is, trust me." Stacey giggled. "We'll just see about that, youngster!" "You women sure are dreamers. Gaia ... a fulfilling life on Terra ... Victor never talked about stuff like that." "Gaia is so important that a lot of my sisters are dying to get there," Stacey said, a flash of wonderment filling her emerald-green eyes. "It must be paradise!" Adrian snickered. "Maybe so, maybe not. We could never afford to go there, indeed, never had any reason to want to go." "But so many are dying to get there. It must truly be wonderful," Stacey continued, dreamy stars in her eyes. Adrian yawned. "Maybe," he said tiredly. "Stacey, we're close enough to the edge of the city that I think we can stop for a while. Can I take a nap?" The request hit Stacey hard. His little voice had lost the superiority over her that it had on most prior occasions. He knew the city better than her shattered, foggy memories, he knew a lot more about world events than her, and he was quite sharp. But in the end he was still a little kid with a small, frail body. Stacey knew she had been born to create and care for such little bodies. Adrian interpreted her pause as an affirmative. She felt his hands grope around on her, and his little body flop onto her, his head nestled on her bosom. Her heart fluttered and she wrapped her arms around the boy. "Sure, Adrian," she said sweetly, "I'll watch over you tonight." "You're an angel," he said as he floated off into sleep, leaving unshed tears glimmering wetly in Stacey's eyes. *** Claudius and Ajax made it to the UTM base just in time to see the lines break and their brothers-in-arms begin retreating deeper into the besieged facility. Ajax fired one last shot from the rifle he had found along their journey into a silly bitch who decided to charge the pair, a crazed light in her eyes. He turned to Claudius, grinning, not realizing his eyes had acquired a beautiful, entrancing emerald-green hue. Claudius stared at his companion. "Ajax, I'm afraid this is where you will meet death at my hands." A puzzled look crossed Ajax's face and he scratched at his still-bald head. "What do you mean by that? We have to get into the base and help Baldric!" Claudius shook his head. "How long do you think you're going to last? You're pumped full of male hormones, that's for sure, but how long do you think that will be enough to hold out against the estrogen you're undoubtedly already producing in small quantities?" Ajax's eyes went wide with fear. "You mean?" Claudius nodded. "NO! I don't want to be a woman," Ajax said, panic rising in his voice like a geyser. "I'm afraid you don't have a choice. You saw what happened to all those men back in Craterium. You saw what happened to Scarab. No matter how much you don't want it, it always happens," Claudius hissed. "I'm faced with two unpalatable prospects - you can help me to the base, where we can try and find some way to reverse it, though I doubt we will, or I can end your life here, before you suffer the humiliation of losing your balls and growing tits." "I'll help you to the base," Ajax said stoically. He glared at Claudius. "You will not deny me one last opportunity to kill these invading bitches!" Claudius nodded ever so slightly. "Very well, then, although I have a feeling this is going to be torture for you, my dull companion," he said softly. "You'll have to endure losing not only your masculinity ... but your loyalty to your brothers-in-arms as well." An unholy roar, followed by a flash and thundering detonation, filled the air around them as a Stingray slammed into the heart of the base, brought down by an automated weapons tower. Claudius heard a hiccup, and realized Ajax was crying. "I wish I had better news, but I don't: You're going to be a bitch soon." "I know, and I'll fight it to the very end in order to help you and my brothers-in-arms," Ajax said loyally. Claudius grinned weakly. It was true that part of him wanted to kill Ajax, precisely because it was the safest, sanest thing to do. But another part of him knew all too well that Ajax was loyal and would be helpful to the bitter end. Claudius patted his friend's shoulder and the two started toward the UTM lines, the battlefield around them ablaze not only with fires and sputtering wrecks, but with the screams of the dying and transforming. Ajax's long, thick, jet-black hair blew in the wind as he accompanied Claudius on what he now knew would be his final mission. *** Hadrian's journey, existence, and manhood ended in an obscure alleyway within Craterium. In its confused, half-transformed state, his mind had driven him away from the base to some place Hadrian could no longer remember. He stopped briefly near an alleyway, then slipped into its shadows, Guttural Man and his patrol not far behind. His weapon was drained dry, having been used - regretfully - to kill a number of his brothers-in-arms who had gotten in his way. Dropping the weapon, Hadrian sat on his soft, ample rear and held his breasts in his hands. It had taken some time, but he was now used to the delicate feel of his flesh. His breasts now felt like an inseparable part of him. It was how he would feed his children, if he had any, and it was how he would spread the gift of womanhood to others. Hadrian stifled a giggle as he felt a crushing force welling up within him. He knew his time was up. The voices within told him he had hurt himself longer than anyone should have to, and he began to sob. Hadrian didn't care that his sobs would draw the men. The shrinking part of him that didn't want this fate knew they would, with any luck, kill him, thus ending the torture. But his increasingly dominant feminine side told him that he would be long gone by the time they got here, and that she, not he, would be waiting, cooking up a surprise for them. He screamed as his insides churned one last time, sending a sickening wave through him. He cursed and howled as his penis began its final movement into him. As it withdrew, a new crevice burrowed deep within Hadrian and his now-female mind basked in the feeling of relief. He let out a few panicked gasps and continued sobbing as his scrotal sac tightened against his crotch and fissured. He felt his nether lips part and felt a wondrous sensation from the new part of his anatomy - in response, his nipples hardened, growing painfully erect as nasty thoughts entered his mind. Hot, clear fluid beaded his dark nipples, and the feminine urges and images that had plagued his mind all night crushed the pitiful remnant of all that had once been male. Realization dawned ... he had lost height, and felt very much alone without his sisters. Hadrian let out a passionate cry and heard men drawing closer as he expelled the last of his semen into a steaming puddle below his vaginal opening. Halie opened her eyes, her mind focused on a single goal: Help her sisters. Her hands flew across her engorged nipples, smearing them with fluid. With a cry and a cloud of pheromones, Halie leapt from the alleyway into the faces of Guttural Man and his companions. They hesitated for an instant - and that was all Halie needed to go to work. She leapt onto Guttural Man, smearing his face with her hot fluid. The second man went down seconds later, Halie astride him as she kissed him deeply, her pink, delicate tongue in his mouth, her saliva mixing with his. The third man fired a burst at her, but she leapt out of the way and rolled around behind him. She ripped his weapon from his hands, spun him around and leapt onto him, all in a matter of seconds. She rode him to the ground, kissing him passionately as the other two wailed, their journey into womanhood beginning with subtle changes - Guttural Man's mouth growing full and sassy as the other man's fingernails began to lengthen. Halie tore at her victim's clothes, her mouth still locked onto his. Her pheromones had befuddled him to the point of helplessness. Spying his swollen member, she impaled herself on it, his long, red, throbbing tool vanishing into the depths of her vagina. "No ... no ... NNNOOO!!!" the man cried as he realized his fate was set in stone. "Don't worry. It'll feel reeeaaaal good reeaal soon," she replied, smiling. *** Claudius and Ajax had had more than their fair share of fighting while struggling to link up with the remaining Patriarchal forces deep within the embattled UTM base. It was obvious most of the base had been overrun, and that Baldric would probably initiate the self-destruct sequence ... unless the bitches had already added him to their ranks. Ajax's progression toward womanhood had come faster than he had hoped it would. He already sported a pair of obvious mounds topped with swollen, purplish nipples, along with an impressive backside. But not once had Claudius heard more than a stifled moan as the changes continued to affect his now less-massive brother-in-arms. Ajax still fought with intensity as they faced wave after wave of desperate woman, who hadn't counted on an assault from their rear. A pair of dueling Stingrays screamed by overhead and the base was in shambles. It was a lost cause. The Champions would be fools to send in reinforcements, as they would be overtaken and transformed the instant they set foot on Marsupian soil. "Claudius, it's getting real bad now," Ajax said girlishly as they crept behind overturned vehicles toward what was left of the Patriarchal lines. Claudius looked at Ajax and had difficulty telling if Ajax was speaking of the base's status or his own ongoing transformation. Ajax now sported very large melons and an erection that wouldn't go away. Furthermore, he was nude as he had abandoned clothing as soon as his hips and buttocks had expanded into womanly proportions. Ajax's face had softened, and his green eyes looked wide, alert ... and scared. He looked so fragile and soft that Claudius almost felt a wave of pity overtake him. His friend's muscles were still well-defined, though they had lost their manly luster, looking more like the muscles of a woman who kept herself in shape. Ajax placed his hand on his stomach, moaning loudly as a squishing sound emanated from his belly, resulting in a definite loss of muscle mass. Ajax looked at Claudius pleadingly. "I don't know how long I'm going to be me anymore!" he groaned. "I can smell my sisters now, and it makes me want to change more." His face scrunched up in agony. "And I can feel them die now as well! Please, I don't want to betray you." "We have just a little further to go. Baldric is going to end this soon enough anyway, if he has any sense," Claudius said reassuringly. "And if he can't, I promise I will." Left unsaid was a darker impulse - Claudius was sorely tempted to kill his friend, but he needed Ajax firing his weapon to keep the bitches at bay. After all, two guns were better than one, even if one of them was being wielded by a half-man, half-woman. Claudius didn't need the ability to read minds to sense the desperation of the women. He could see it in their actions and in Ajax himself, his increasingly lovely face scrunching up now and then. Claudius knew they wanted to be free, but he wasn't going to let that happen. He was more than happy to face his fate, and intended to fulfill it joyfully. Ajax shook his head. "You don't understand, Claudy. It's happening. Ah ... ah ... AH!" The man's leg's opened as he writhed with his back against a wrecked Stingray - its dead female pilot still behind the controls, the remnants of a gray uniform flecking her otherwise nude body - they had take refuge behind. His penis was shriveling away to nothing. "Soon, I'll blossom and you can impregnate me." "Fight it, Ajax, fight it!" Claudius shouted. The man looked at him, a combination of lust and fear evident in his eyes. Ajax's chest heaved as he gasped. His arms and legs lost their manly definition and Ajax let out a nervous moan. His long-nailed, feminine hand began massaging his cock as he stared intently at Claudius, his fear gradually fading away into a mindless look of pure, unadulterated lust. "Give me a moment, handsome, I'm almost ready," Ajax said, his high-pitched voice dripping sexuality. He screamed as his testicles retreated into his belly, transforming into egg-laden ovaries. His ball sac pulled tight against his crotch and, with a wet sound, his vaginal lips parted. What was left of his penile shaft vanished into the new slit. He gasped and moaned as a new tunnel bore deeply into him, as the head of what had been his penis morphed into a hypersensitive clitoris. "PLEASE! END IT!!" "Very well," Claudius said, seeing a last, stubborn bit of defiant maleness in his friend's emerald-green eyes. Semen dribbled from Ajax's slit as he moaned. Strands of black pubic hair sprouted above his vaginal opening, thickening into a trim, inverted triangular mat of dark fur. Claudius put the barrel of his weapon against Ajax's head, closed his eyes, and pulled the trigger. There was a muffled sound, then a thump, both only an instant apart. Opening his eyes, he saw his friend's body slumped over, his pain and humiliation at an end. Claudius felt a sort of timeless haze settle over him - vaguely, he knew it was time for him to step up to the plate. All that had held him back were gone. The whore he'd bonded with long ago was dead. Hadrian was dead. Ajax was dead. All that he held dear would soon be gone when Baldric initiated the self-destruct, as he most assuredly would do. Emerging from behind the downed Stingray, Claudius walked toward the UTM lines. He was alone ... and ready to claim the fate that awaited him. *** Halie's lover spasmed, pushing the last of his hot semen out of the new crevice between her legs. The new woman stared at Halie and her other two sisters. She smiled until twin, overpowering drives hit her. Letting out a passionate cry, she knew she needed a man, and needed to help her sisters. The group of four women set out as one for the UTM base, leaving nothing behind but small piles of shredded clothing and cooling puddles of worthless, male semen, the last their bodies would ever produce. *** Adrian awoke to rough arms pulling him along Craterium's streets. He looked up, seeing a man leveling a rifle at some unseen target as he dragged him along. "Wha ... what's going on?!" Adrian asked. He was unceremoniously dropped. "Come on boy, get to your feet and come along," a gruff voice said. "We'll take care of her." Adrian pulled himself to his feet as the man walked toward the place where he had separated the boy from a lone woman. Three other men were now busy kicking her around. "How do you like it bitch?!" one man shouted at Stacey as he kicked her in the face. "You bitches took my brother from me!" "Too bad you're infectious, or we'd have a good time," another said and he buried a boot into her gut. The man who had dragged Adrian away from Stacey came up to her. She looked up at him, her angelic face now bleeding and her left eye swollen over. He leveled his rifle at her face. "NO!" Adrian shouted. The man glanced at him. "She's OK. Stacey's my friend!" "Get back boy. We gotta put this bitch down before she transforms the lot of us and you as well," the man said. He turned back to Stacey, his weapon drifting closer to her face. "She won't change anybody," Adrian said. The man sighed. "Did she promise you that?" The boy nodded, and the man sighed again. "I wouldn't trust one of these bitches any farther than I can throw them." Adrian bit his lip, thinking fast. "She's my mother!" he blurted. "We just want to get out of the city." The apparent ringleader stared at Adrian while his companions exchanged incredulous looks. A boy with his mother?! The concept was almost unheard of on Terra! "You're going to have to do better than that, kid," the ringleader hissed. "For all we know, that bitch you're with has addled your mind with pheromones." He snorted. "Let's get it over with and kill 'em both." Adrian's eyes went wide at the words, and his mouth became slack as the ringleader's companions swiveled their weapons in his direction, their dark bores promising death. At that moment, Stacey came to life, biting down on the ringleader's ankle. He yelled and fired wildly into the air, the hellish red energy dissipating harmlessly. His companions reacted savagely, kicking and pummeling Stacy. The ringleader, done hopping around, swung on Stacey, his eyes filled with anger. "YOU STUPID BITCH!" "Run, Adrian!" Stacey screamed. The ringleader leveled his weapon at her head again as his companions got out of the line of fire. Adrian screeched and rushed the man, leaping on his back, forcing him to the ground and, more importantly, sending the gun clattering from his hands. The other two grabbed at Adrian, trying to tear the squalling youngster off their leader. Stacey grabbed one of them men and threw him to the pavement. A moment later, she had torn his shirt off and exposed one of her breasts. A big, fat droplet of clear, hot fluid welled up from Its dark, engorged nipple. Stacey smiled, then leaned down, rubbing her tit against his flat chest, smearing it with the fluid, which was instantly absorbed into the man's flesh. Meanwhile, the remaining man succeeded in pulling Adrian off the ringleader, throwing the insolent child to the pavement. But before he could do anything else, Stacey's pheromones washed over him - scentless to him, because he wasn't yet carrying the pathogen, but just as effective nonetheless - leaving him disoriented. The man smeared by Stacey's fluid looked over at his companion, his eyes acquiring a gorgeous, emerald-green hue. "Help ... me ..." he pleaded, clawing at his itching scalp and twitching chest. The man who had pulled Adrian away stared at Stacey's victim, confused and sluggish, as she moved off him. He clambered to his feet, a look of lust in his eyes as he gazed at Adrian's attacker. He inspected his feminizing hands, smiling as his nails grew a half-inch beyond his fingertips. Satisfied, he charged his companion just as Adrian crawled away from the entanglement, finding refuge of a sort near a wall. A passion-filled moan drew Adrian's attention to Stacey, who was now astride the ringleader, her makeshift clothes long gone. Adrian stared as she toyed with her victim, letting her fluids drip onto his exposed skin - and not only from her breasts, but from her vagina as well. Gathering all of her willpower, she pulled herself away from the ringleader, panting. Her emerald-green eyes were ablaze with the wild lust Adrian had first seen when she had transformed Victor. She saw him looking at her, and the fire in her eyes receded to a mere smolder. "Stacey?" Adrian asked, shocked at how easily she had lost control. Her power was evident all around him - three men were in the process of becoming women, two of whom were already sprouting conical breast buds while the ringleader had a halo of thick, curly black hair framing his softening, rounding face. Stacey nodded. "We've got to go, Adrian ... we can't stay here ... we're not safe," she said, then hastily added, "I ... I'm so sorry for this, I really am!" Adrian shook his head. "It's OK. I understand it's a part of you. But yes, let's go." He gently helped her up, offering her the sheets that were her attire. She took his hand in hers and they walked off toward the outskirts of the city, where Stacey sensed a better world awaited them than in the other direction, toward the besieged UTM base. *** Claudius let loose with his laser rifle, cutting down anyone who crossed his path, be it male or female. Women would team up against him, as would the few remaining groups of soldiers. Power cells had long run out on both sides and when Claudius' own cell went dry, he tore with bare hands at the gangs that stormed him, killing them all. He was a tool of death and so long as Terra existed, death could not claim him. Women kissed him, tried to pass him their gift and he took it. He could feel the pathogen coursing through him, but he didn't care. He carried on, swinging his useless rifle at any who would take him on. Eventually the men were gone, all replaced by women, some of were still clad in gray uniforms whose chest and seat areas had ruptured with the ballooning of breasts and swelling of buttocks and hips. Claudius continued on, the lone soldier standing to the last. He walked up to the last group of women - the most massive group of them all - as they closed in on the very heart of the base. He paused and took stock of himself. He had breasts, massive ones. His penis was swollen to the largest it had ever been. Black hair fell in his eyes and his stomach churned. His hips were wide and fertile, ready to give life ... no, to take souls. Claudius accepted the gifts of the sisters and began the final spasms of his change as he threw himself into the crowd storming the base. Claudius wanted to pass on his gift, to destroy his brothers' lives, and bring an end to everything that would be. As Claudius' seed spilled upon the corridor's deck plating, his intentions reversed completely and the berserker insanity faded from his eyes. Julia sensed the trouble her sisters were in and felt bad for them, for she knew with terrible certainty what her former brothers would do to them if pressed to the breaking point. An ominous rumble rolled through the base and Julia screamed with lust and more than a touch of desperation. In the moment between the rumble and a blindingly brilliant flash of light, Julia looked over at her nearest sister, and recognition dawned: It was Hadrian ... no, not Hadrian, Halie. Her face was contorted by the desperation that every other sister in Craterium felt. In that moment, Julia knew why Claudius had had the dreams.