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Subject: {ASSM} {ASS} To Serve Ania Part 3/4 (mc, nc, mf, inc, tf)
Date: Sat, 26 May 2001 08:10:03 -0400
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Disclaimer:  this story contains representations of graphic sex acts,
if you find such material objectionable or you are not an adult do not
read any further.  This story may be archived or distributed through a
web site only so long as the site is not commercial, and this notice is
left intact and unaltered.  I also ask that I be contacted before the
story is posted.

I write these stories for personal enjoyment and for the comments.  If
there's something you think I need to work on or something you like
please let me know.  Flames will of course be ignored.

To Serve Ania (mc, nc, mf, inc, tf)
Part 3
Farleven
May 2001
http://www.angelfire.com/ct2/farleven/index.html

Julie had fallen asleep in Mary's arms, still sobbing over her new
desires and her new fate.  Her dreams were filled with the glories of
her Master, a testament to her conversion.  As her consciousness flowed
from dream to dream each one found focus around the Master, and how
wonderful and comforting it was to be his slave.

She was awoke some time later by the sound of an opening door.  She
found herself still nestled in Mary's arms, her head on her friend's
new breasts.  Julie and Mary awoke together, and were both at their
feet in moments, looking into the eyes of their Masters.  Rosc and Zev
were both standing before them again, though they were now clothed in
gray colored uniform jumpsuits.  Julie couldn't help but steal a
lustful look over both of the men, but made no move aside from the
darting of her eyes.

"Slave Julie, follow me please." Zev ordered and lead Julie out into
the hall.  Rosc followed a moment later, though heading in the opposite
direction.

Julie followed her Master without question, though she felt a bit self
conscious as she strolled out into the hallway wearing nothing more
than the silverish collar around her neck.  Obedience was paramount,
however, and Julie tried to ignore the free bouncing of her new larger
breasts and novel sensation of cool air wafting over normally clothed
flesh.

"You may speak freely, Julie, I'm sure you have questions." Zev offered
as they strolled down the hallway.

"Thank you, Master, can you tell me why you've made me into a sex slave
and did the same to Mary?" Julie asked.

"Certainly, Julie, we made you our slave for control, just as we will
the rest of Earth's population.  As for your friend, well, we have no
need for human men, but we do hate to waste good material and as you've
seen, Mary turned out very nicely just as the rest of your colleagues
did." Zev replied.

"But why do this to us, we would have helped you willingly." Julie
continued.  She had to pause for a moment mentally to shake off the
notion of the grumpy old ambassador turned into a nympho sex toy.
Julie could hardly imagine what the slave girl would look like.

"Simple, Julie, you know full well that resistance to our occupation
would form eventually, no matter how futile.  With armies of converts,
we wouldn't have to become involved in the conflict.  Besides, I very
much doubt humanity would willingly provided what we need."  Zev
answered.

"What do you want then?"

"I'm sure you've already noticed, Julie, what didn't you see when you
came aboard our ship?"

Julie thought back for a moment, finding it strangely disorienting to
think back to her life before conversion, the she remembered.  "I
didn't see any Anian women."

"Exactly, Julie.  You see generations ago Anian medical technology
reached a wondrous pinnacle.  We had cured all known disease, cured
nearly any infirmity and could mold our flesh almost at will.  Our
society considered itself enlightened and our men and women worked and
lived in relative harmony.  Then a scientist perfected a new procedure
that ended all of that.  Even in our advanced state, the only reliable
way to conceive was for man and woman to lie together as all animals
do.  We could clone ourselves, but that was never a real option for
species survival.  A species needs the diversity born of two separate
beings sharing their genetic makeup.  The discovery changed the balance
of this natural law, allowing a woman's eggs to be fertilized by
another woman's eggs.  With the rest of our medical technology,
artificial insemination had long been perfected and this discovery
paved the way for the end of the delicate balance of male and female.
The practice of two women sharing eggs was marginal at first, but all
children conceived this way were women, and these women almost always
chose to conceive the same way.  Over the generations, men became more
and more a minority in Anian society.  Our natural lust for the
pleasures of sex were rebuffed at first by the new women, and as they
came to be the majority, our lifestyle was scorned.  Finally, a
generation ago, there was war.  It was a long bitter struggle between
the sexes.  Not all women were against us, but all those born only of
women were, and we were eventually defeated.  The women of Ania
banished those men who survived, sending us out in this ship to meet
our fate, to die in the darkness of space and forever remove the
existence of male Anians from the universe."

"So you've came here to procreate." Julie replied, stunned, and now
understanding fully the fate of humanity.

"Yes, we've came here to save our half of the Anian race.  It was an
accident really.  We intercepted some of your signals and discovered to
our amazement that we were at least externally similar species.  We
sent countless ships to investigate you planet, and took samples of
your species.  I still find myself laughing at the alien folk culture
we spawned in your more suggestible population.  Still, we found your
genetics divergent enough to dash our immediate hopes for salvation.
We spent decades perfecting a means to transform your genetic makeup,
and finally we finished a little over a year ago.  You should be
pleased to know that you're new genetic structure is almost completely
Anian, and that your children will be as if native born to our people.
That is why we gave you the compulsion to have children, so that we can
begin a new generation of Anians on your world, and one day perhaps we
can reclaim our home as well." Zev explained.

"So why haven't you allowed me to conceive yet, Master?" Julie asked
anxiously.  If bearing Anian young was so important, she couldn't guess
why her innate need to be impregnated hadn't been fulfilled yet.
Knowing why she felt compelled to conceive made it even more important,
as it meant helping her Masters.

"We are still testing our conversion process, Julie.  Though I have to
admit we've done a wonderful job with you.  Once we're finished here, I
think I'll have to give your new body another taste of Anian cock." Zev
said as he took a moment to step back and caress Julie's offered flesh.

"Oh, Master, that's so kind of you." Julie cooed as Zev gave her
breasts a tender massage.

"But first, we want to know everything you can tell us about your
people and those in positions of power.  Our study of your society
showed us that humanity is fairly docile except for a few key people
who can hold the population in sway.  We need to find these people and
convert them so we can assume full control over your world and convert
humanity with as little bloodshed as possible."  Zev continued.

"I'll tell you whatever I can, Master, but why couldn't you simply have
taken my memories while I was being converted?" Julie replied, pleased
that she could offer something to her Masters in thanks.

"The organism we use for conversion is very complex but it lacks the
ability to coordinate information.  It could tell us your every memory
but it would take a long time to translate it and we would half to sift
through a lifetime of experience to find the few pearls of wisdom.
Besides, I enjoy interrogations, watching a converts face as they give
away secrets freely, telling their inner most secrets without
reservation."  Zev answered as he pressed his hand against a wall.  A
door appeared from the seamless wall and Zev lead Julie inside.  The
room was a simple Spartan affair with two chairs and a small table.

"What do you mean?" Julie asked.

"Well, Julie, tell me your deepest secret right now." Zev commanded.
He took a seat at one of the chairs while waiting for Julie's response.

"Certainly, Master.  When I was I thirteen I had a nice dog who really
loved peanut butter and he'd lick it off of anything.  I'd heard some
of the other girls talking about getting eating eaten out by their
boyfriends, but I was too shy to try something like that.  On night
after Rex licked up a dropped glob of peanut butter, I got an idea.  I
took him and jar of peanut butter up to my room and got naked on my
bed.  I smeared peanut butter all over my pussy and let Rex lick it
off.  It felt wonderful and he even licked me to an orgasm.  I felt
ashamed of myself, but I kept doing it for almost six months until I
almost got caught one afternoon." Julie rambled before covering her
mouth in shock.  "I've never told anyone that, Master."

"Hmm, that sounds like an interesting display, Julie, perhaps you'll
have to give us a demonstration soon." Zev

"Oh, of course, Master." Julie beamed.  After being turned into a sex
slave, the idea of having her pussy licked clean by a dog didn't bother
her that much.  The thought that her Master would enjoy the show was
even something of a turn on.

"Now, we have to get down to business, we can play later.  Let's begin
with your government's structure." Zev motioned for Julie to sit.  She
did so, and began to describe the US government's structure, beginning
with standard civics issues and progressing to more in depth matters.
Julie possessed a nearly photographic memory, a fact that proved very
useful in her career, and now in her Master's service.  Julie rattled
off endless lists of people throughout the inner circle of American
politics, names never circulated in the press, but none the less the
true controllers of the country.  Zev listened attentively as she
poured out her collected knowledge of politicians and positions, who
was indebted to who and why.

After the debriefing, Zev kept his word and Julie was lead to a private
chamber.  The couple spent the entire night locked in passion and fully
exploring the capabilities of Julie's new body.  Julie welcomed the
chance to serve, to fuck her Master and enjoyed the exploration of her
new anatomy.  After a night of passionate fucking, Julie's only regret
was that she wasn't allowed to conceive, though she consoled herself
with enjoying every drop of her Master's wonderful seed.

***


Since her conversion, Julie had filled the Anians in on American
politics better than even the Ambassador had been able too.  Her
intimate knowledge and photographic memory led her to be assigned to
Rosc and Zev as a detective of sorts, helping to track down any of the
leaders who had gone into hiding and convert them.  Over the first few
weeks of the occupation, they had been very busy, snatching people off
the streets and out of offices without warning, but as the months
passed targets were harder to find, and more patrols of Anians with
knowledgeable converts left Rosc and Zev with little to do.  They
amused themselves by taking any passing woman they caught an eye for,
just as Tara had.  All in all, Julie passed down the hall of conversion
tanks many times a day ferrying her Masters' latest catch for full
conversion.

Passing down the hall of conversion tanks always caused Julie to look
back to her beginnings, and when she had moments to spare, she looked
carefully over the array of people undergoing conversion for those she
might now.  Julie found herself taking special satisfaction watching
especially nasty people being converted.  Julie had even been bold
enough to ask Zev for permission to watch as a particularly evil
tobacco lobbyist being converted.  His business had been dirty enough,
but he'd also raped several of his female staff members and blackmailed
them to cover his tracks.  Julie took great pleasure in watching his
eye grow in shock and horror as his pussy was probed for the first time
by a tentacle.  In the end he joined the mindless ranks of the
breeders, completely oblivious to anything other than seeking
conception.

As she passed the halls after dropping off Tara, Julie took another
look down the hallway of new converts, all suspended in goo and
tentacles.  No one special to her was here today, either friend or foe.
Julie had seen several of her friends hanging in the jars, being molded
to serve.  She always felt a twinge of pity knowing that most were
destined to loose themselves in the process and she felt even greater
sympathy for those who wouldn't be allowed to forget.

With her task done, she didn't dawdle and quickly hopped aboard the
shuttle and sailed down to the surface again.  As the ship descended,
Julie pulled out another set of plain tear away clothes from a supply
closet and put them on.  Personally, she had long since over came any
feeling of discomfort being naked, but it was standing policy for
converts on the surface to be clothed except when ordered otherwise.
The clothes were certainly not flattering, a simple grey shirt and
skirt, no underwear of any kind, and only sandals for her feet.  Julie
would never have been caught dead in such drab outfits in the past, but
now it was of no concern that she even dressed at all.  In the end,
Julie preferred these simple clothes for the access it provided for her
Masters, allowing her to service them easily on demand.

The shuttle landed on the same corner and Julie trudged up to the cafe
where Rosc and Zev were relaxing.  Both Anians were again smoking
cigars and sipping their drinks, watching the passing throngs who were
completely unaware that another convert had been taken not an hour ago.

Neither Master acknowledged her return and Julie took her position
again, doing her own scanning of the crowd.  As was her mission, Julie
looked for any one of the powerful people she had known, to alert her
Masters and convert them.

The rest of the afternoon flew by without further excitement.  The
Anians had been satisfied to simply revel in the fear from the passing
throngs and Julie found no people of importance passing by.  Finally,
they set off back to the shuttle, and further duties aboard the mother
ship.  Julie followed a few steps behind her Masters.

As the trio reached the shuttle, Julie heard a loud explosion and was
thrown to the ground by a sudden blast.  Julie felt heat flash over her
body, and descended into unconsciousness.  She awoke with a groan,
lying on a stretcher.  Julie took a moment to assess her condition, and
other than a headache and a few scrapes, she wasn't hurt.  Her concern
then moved to her Masters, and Julie only hoped they'd faired as well.

A gray clothed convert leaned over her with an Anian medical device.
"Don't worry, you've only got a few bumps and bruises, your new body
will heal in a few hours."

"And Masters Rosc and Zev?" Julie asked.  She pulled herself up and
looked around.  The entire area was filled with converts in gray
uniforms, all carrying Anian weapons.  The shuttle was knocked on its
side having been pushed aside from the explosion that had came from a
car parked nearby.

"They're fine as well.  They've already taken charge of the cleansing
of this area.  Now, please excuse me while I attend to other victims."
The convert answered and then strolled off to other stretchers that
were scattered around.

Julie watched as the armed converts rounded up people all around her,
and filed them into large transport ships parked in the street.  It
took her a moment to realize just what was happening.  The Anians had
been attacked, and now they were avenging the assault.  The same thing
had been done to the citizens of Moscow after the Russian government
attacked the Anians at the beginning of the occupation.  Julie was
astounded by the sheer number of converts roaming the streets.  Despite
their feminine forms, they were dressed very smartly in form fitting
jumpers and their hair was pulled back.  Every one of them had a cold,
determined look to in their eyes as they went about their business.

As she recovered, Julie finally realized where so many of the converts
had gone.  The Anians were building an army of converts, all mindlessly
loyal without even a sense of self.  Julie was certain what this meant,
that the Anians were intent on retaking their home world far sooner
than she would have thought.  The converted people of Earth would be
the vanguard of their invasion as well, and those who survived would
become nothing more than slaves dedicated to serving Anian whims.

Julie saw Zev passing by and ran over to meet him.  "Master, is there
anything I can do?"

"Certainly, Julie, you can lead up this load of converts and get some
rest.  I'm going to want to fuck you good once I'm done taking care of
this business." Zev ordered.

"Thank you, Master, and I'll be sure to be ready for you later." Julie
giggled and skipped off to the waiting transport.

The ship was far larger than ordinary shuttles, and was filled with
hundreds of converts all sitting down.  Julie inspected many of them as
she passed by, noting that they were all wearing control collars now.
While their faces were all hanging slack, Julie could look into their
eyes and see their fear.  They'd all been taken without warning,
rounded up as they were going about their daily business.  This was the
first time Julie had been around a mass of unprocessed converts.  Her
work with Rosc and Zev meant she was involved only in the conversion of
politically important people and those passing few that caught her
Masters' eye.  Now she looked around at men and women, young and old,
ordinary people snatched from the world to be converted.

Julie couldn't help but feel uncomfortable being surrounded by these
converts, especially the children.  The conversion tanks and the plant
could do miraculous things, and could mature children as well.  In a
few days, every child, girl and boy would be sporting a sex slave's
matured body and all the desires and compulsions the plant would
impart.  Julie knew that converted children were a special favorite of
some Anians as they took pleasure in the mental innocence of these
slaves.

Still, there was nothing Julie could do to change the fate of anyone in
the transport and so she simply directed it to the mothership.  Once
there, Julie lead the group to the conversion hall, a larger facility
designed to handle large masses of converts easily.  Without waiting
around, Julie made way to the slave quarters as soon as the last new
convert filed into the hall.

As she walked back towards her new home, Julie found herself going
through a hall of conversion tanks.  Near the end of the hall, Julie
spotted a familiar face and took a moment to look at the convert.  It
was Tara, her body encased in tendril as she drifted in the goo, her
face marked with a strange calm.  Julie watched as the tendrils pulled
Tara's legs apart, and followed a new tendril as it drew up between her
legs.  The tendril pressed between Tara's parted thighs, finding her
entrance, and Julie watched as Tara's hips tried to meet the seeking
head.  Finally, Tara's gates opened, and the tendril began wiggling
into her.  Tara's eyes opened in wonder as she bucked her hips to meet
the plunging tendril.  For a moment, Julie and Tara's eyes met, and
Tara smiled warmly back through the goo.  The exchange lasted for only
a second as Tara's body quivered with a new wave of pleasure and she
closed her eyes.  Julie saw the new convert's abdomen begin to glow, a
sign of the tendril at work within her, beginning the process of
molding.  Julie took some solace in Tara's apparent pleasure, but she
would never be sure just how real or artificial the new convert's
reaction was at that point.

Julie paused for only a few more moments, watching the beginning of
Tara's conversion with some sense of awe.  She had been on the
receiving end of the plant not long ago, and a part of her still
twitched with pleasure at the memory of its touch.  Julie reflected on
that as she continued towards her own destination, a soft bed and rest,
hopefully followed by a long session with her Master.

***


Julie's wishes were granted, not only did she get a long nap, but Zev
kept her up all night.  Just as they had massive cocks, the Anians had
great stamina as well, and Zev was more than happy to give his slave a
full fucking.  By the time they were finished, both slave and master
were exhausted and fell asleep in the others arms.

Julie awoke the next day with her head still on her Master's hard
chest.  She stayed there motionless atop him, simply enjoying the
feeling of his skin against hers.  Julie found herself enjoying moments
like this more and more every day, wishing she could just be made a
simple pleasure slave and be done with it.  It felt so good to be
thoroughly fucked, she'd been given this new form for just that reason,
and to give pleasure to any Master interested in using her.  Julie
still knew just how degraded she'd become, even as she reveled in her
new duties.  With every passing day, her old life was farther away, and
the surrender of her flesh all the more pleasurable.

With the cleansing of her old home, Julie found her usefulness as a
spotter diminished.  Finally, Rosc and Zev acceded to the fact that
Julie could no longer serve them on the surface and she was transferred
to the pleasure decks.  They would come for her when she could serve
them, but otherwise she would help provide for the general pleasuring
of the Anian crew.

"Enjoy, yourself, Julie.  I'll be back to visit you from time to time."
Zev told Julie as she stood at the entrance to the pleasure deck.

"Thank you, Master, and please feel free to come use me often.  I've
never been so fulfilled as I was while serving you." Julie smiled,
giving her Master a quick though passionate kiss.

Zev simply smiled as the doors opened.  Julie stood there for a moment,
sensing his order to go forth and spread joy and passion.

"Welcome, convert, I am Sue, guide to new pleasure slaves.  Please
follow me and I will tell you what you need to know." Sue motioned for
Julie to follow her into the deck.  Julie was a bit surprised to find
Sue clothed, even if revealingly.  She was wearing a simple nearly
translucent dress than flowed with her as she moved into the pleasure
deck.

The area itself was astounding.  Unlike the rest of the ship's
relatively Spartan decoration, the deck was lavishly ornate and was a
massive open area.  Julie couldn't even distinguish the ends of the
deck as she looked around, it's edges blurring into oblivion.  She was
surrounded by piloted beds, fountains and pools, all teaming with naked
converts and Anians.  Her thoughts turned to the stories of lavish
Roman halls and sexually indulgent parties.

"We are provided with every comfort, to assure that we provide the most
important comfort of all to our Masters.  Enjoy yourself freely here,
swim in the pools, nap on a pillow or eat as you desire.  Your only
duty is to serve a Master whenever called upon, and being sure to offer
your services whenever they seem in need.  The entire deck continues on
like this, with some variation of style and theme.  Feel free to don
garments in support of a theme, as many Masters enjoy indulging in
kinkier fantasies.  In short, roam the deck and bring pleasure to all
Masters who desire it.  I know you will do well, enjoy yourself." Sue
explained and then left Julie standing next to a pool.  Julie was
surrounded by converts and Anians many coupled though several were
clearly enjoying the peace and tranquility of the pleasure deck in a
quiet corner.

Julie nodded her understanding, and Sue strutted back to the door.
Julie took the whole scene in for a moment and then headed towards the
closest pool.  She hadn't been to a pool since her conversion, and she
moaned a bit as she lowered herself into the perfectly warm water.  The
pool wasn't very deep, barely reaching the tops of her breasts, but it
was just deep enough for her to enjoy it.  Julie had never been skinny-
dipping before, but she enjoyed the feel of warm water caressing her
naked flesh and the feeling of her breasts bobbing in response to the
waters slight waves.

As Julie enjoyed the feeling of being submerged, she heard another
splash of water from behind her.  She didn't turn around, but felt
water rush by, and then a pair of hands grabbed onto her bobbing
breasts.  Julie cooed as she was fondled, and a male form pressed
against her back.  A hardened shaft pressed against her ass, and Julie
spread her legs invitingly.  The Anian wasted no time, and Julie moaned
as he slid fully inside her.  She clamped down on the welcome invader,
pulsing her inner muscles in greeting.

The Master held himself there for some time, simply twitching his shaft
in Julie's depths while his hands caressed her crimson tipped orbs.
Julie reveled in the sensations.  Her body was being caressed lovingly
by both the master and the water.  Julie was gushing with pleasure at
the combination, and maintained a loving caress of the shaft inside her
as well.

Then after a comfortable pause, Julie felt her Master withdraw.  She
drew her hips back in response seeking to maximize their contact as he
withdrew.  He held at her gates for a moment, then pressed forward
impaling Julie's moaning form fully with a long hard thrust.  All the
while, his hands never left her breasts, still caressing her tender
orbs as he sank into her depths.  Her flesh quivered with pleasure at
her handling, and was already panting with excitement.

Julie moaned again with each luxurious trust, gratified by her Master's
own groans of pleasure.  In the momentary lulls, Julie giggled at his
breast obsession, even when his shaft paused, his hands kept gently
kneading her breasts.  Julie didn't mind though, breasts were made to
be played with, and she was happy that this master found hers so
satisfying.  Besides, her conversion had made her breasts far more
sensitive to sexual fondling, her nipples now charged like little clits
sending a bolt of pure pleasure each time they were pinched or rubbed.
This master knew full well how to handle a convert's breasts to full
effect too.  Julie found herself more intent on pressing her breasts
into his loving hands than fucking on his shaft.  He didn't seem to
mind, and they remained locked together like that for some time.

Julie simply dissolved into the sensations.  The feelings of hard
strong hands caressing her breasts was wonderful, and her mind focused
on every finger as it pressed into her sensitive flesh.  The long slow
thrusts of the cock within her was always playing at the edge of her
thoughts as well, sparking even more pleasure.  Finally, Julie absorbed
the sensation of water encasing her body wrapping around her and
tickling at her senses as well.  It was as if she was wrapped in
pleasure, her entire body suspended in a moment of ecstasy.

With a sudden jolt, the Master picked up his pace and Julie groaned in
response.  His hands clamped down on Julie's breasts as he began to
pound into her aching pussy.  Julie thrust back passionately, enjoying
every movement of his shaft within her.  Her pussy was stretched to its
limit by his hardened cock, and she grunted with every filling thrust.
By now, her inner walls were little more than spasming around the thick
invader, but her hips were bucking in time to his primal rhythm.  Julie
felt strange jolts of pleasure from her breasts as well while her
Master held onto them strongly like two handholds.

Every thrust brought another wave of passion to Julie's aroused form.
She couldn't help but sound her pleasure as her body was so wonderfully
explored.  She did her best to clench the invader with her pussy, but
her body was already quivering with near orgasmic quakes.  Julie was
simply awash in pleasure, and her body was left to do what came
natural.

Then she felt the explosion.  A torrent of warm seed flowed into her
depths as her Master suddenly held himself in inside her.  Julie was
taken by surprise, but the feeling of flowing seed was enough to send
her over the edge.  Julie cried with pleasure, quivering as her body
rested atop his massive shaft, her breasts still squeezed by his hands.
A sudden squeeze on the tender orbs brought another wave of pleasure,
even larger from her, focused on her two nipples.  Julie felt her chest
heave with pleasure raging in the two roughly held orbs.  She'd never
felt anything like this before from her breasts, and couldn't help but
press them forward into her Master's hands.  Julie cried out again in
wonderful pleasure as he squeezed them roughly again.  She forgot about
the shaft within her as torrents of pleasure raced from her breasts.

Her Master began squeezing her breasts over and over.  Julie was
thrashing with pleasure, nearly catatonic from the awe-inspiring
sensations.  Her mind and passions were inescapably linked to her
breasts, and she felt an earth shaking orgasm course through her with
every squeeze.  After an almost endless flow of mind shattering
pleasure, Julie felt one last world-moving squeeze of her breasts and
the world slipped away in a torrent of pleasure.

Julie awoke some time later, resting on her back atop a soft rounded
pillow.  Julie groaned a bit, not from physical soreness so much as
mental.  She had found out long ago that her new body didn't get sore
no matter how long or thoroughly it was used, a fact she had came to
truly appreciate.  The first few times she'd spent a night being fully
used in every hole, Julie was shocked to wake up the next day with
every part of her ready for another session without a bit of ache or
soreness to even her most tender flesh.  Julie enjoyed it though, as it
left her ready and willing to serve at any time, just as a good slave
should be.  Her mind was a different story, and after her most intense
sessions, a near hangover effect took hold, as it was now.  It wasn't a
long-lived ache but it was always with her whenever she passed out from
pleasure.  Julie knew her tolerances had increased considerably with
her conversion, and figured it was a true sensory overload that caused
her to pass out now.

As she rested, Julie cupped her breasts with both hands and gave them a
pleasurable squeeze.  After her last session, she had a new
appreciation for her new breasts.  Certainly, she had grown to like
them, not a difficult task given her desire for just such a pair even
before her conversion.  Julie had spent her teenage years in envy of
her bustier classmates and the attention they received.  The pair of
breasts now resting on her chest were everything Julie had wished for
and more.  As she rested, she casually weighed her new breasts in her
hands appreciating their size.  Even from her first days after
conversion she appreciated her new endowment, both orbs perfectly
rounded and separated with ample cleavage and tipped with cute little
nipples just like her old breasts.  The powerful sensations they could
unlock was a new bonus, however, and Julie was fully appreciative of
it.  As she fondled herself, she wondered idly why none of her previous
masters had seen fit to use them.

While she explored her breasts, Julie heard the sounds of Masters and
slaves locked in pleasure all around her.  The slapping of flesh and
the moans and grunts of passions being sated tickled at her senses.
Amongst the din, Julie heard a familiar voice and looked over.  A fair
skinned well sculpted woman was attentively riding a Master, bucking
her hips to bring his shaft in an out of her widely stretched pussy.
Julie watched as the Master grabbed onto the woman's two bouncing
breasts.  The pair was only a few feet away, and Julie had full view of
their activities.

"Oh, yeah, Master, grab my titties, don't you just love them?" The
woman moaned, not missing a beat with his cock.  She even leaned
forward just a bit to help him fondle her bouncing breasts.

"Mom?" Julie asked, surprisingly stunned at the sight of her converted
mother riding a Master.

"Julie?  My aren't you a hot looking little slave.  But then so am I
now, and I've got a Master to attend to.  I'm doing a good job, right,
Master?" Julie's mom coed as she sank her hips down and wiggled them
over the Master, bringing a groan of pleasure from his lips.

Julie took the hint for what it was and remained quiet, allowing
herself to take in her mother's new form.  Fundamentally she looked to
be in her mid twenties, though with the almost standard convert
sculpting that left her entire body seem like a real life incarnation
of a classical love goddess.  Her face was smoothed and youthful as
well, reminding Julie of the old family photos taken when she was still
a baby.  Her long, flowing brown hair completed the scene, coursing
around her as she joyously bounced atop her Master.

The sight of her mother's nether lips spread around the Master's shaft
was enough to excite Julie as well.  She couldn't help but fondle her
own flesh as she watched her mother being happily fucked.  Julie let
her hands roam over her body as it quivered with arousal, and let
herself enjoy the sounds of sexual passions being unleashed.  Julie
fantasized about her own encounters with a Master as she watched her
mother impale herself repeatedly on the thick shaft.  Her own fingers
began to pinch her nipples and dip into her quivering pussy as she
watched.

Then with a sudden movement, the Master pulled her mother to him and
rolled over.  Julie's mother dutifully spread her legs wide for the
coming assault.  "Oh, yes, Master!  Fuck me good!"

The Master replied with a sudden fury of thrusts into the eager slave,
bringing forth more encouragement and sounds of sexual pleasure.  As
she watched, Julie was panting with her own building passions, her
hands still caressing her own intimate folds.  Soon, Julie and her
mother were moaning almost in unison, both stimulated to the point of
release.  Then with a triumphant groan of satisfaction, the Master
buried himself into the convert and Julie's mother cried out her own
release as her depths were filled with the Master's seed.  Julie
squeezed her breast fiercely a moment later, and again descended into
the joys of pleasure, still moaning with her mother.

The Master remained for only a few moments, pulling out as soon as his
release was finished and then he strolled away.  Julie's Mother rested
for a moment, her legs still lewdly spread with a trickle of seed on
her lower lips.  The two converts rested for a moment, recovering from
their mutual orgasms before either made a move to the other.  Finally,
it was Julie that pulled herself off her pillowed resting spot and
walked over to her mother.

"My, haven't you become a lovely looking woman.  I bet all the Masters
are waiting for a chance to make use of you, aren't they?" Julie's
mother smiled as Julie looked down on her.

Julie blushed, surprised that she could still be embarrassed after
everything she'd done.  "You're doing pretty good too, Mom.  They made
you into one hot slut.  When did the Masters convert you?  Did they get
anyone else?"

Julie's mother squirmed for a moment before answering, licking her
tongue with apparent anticipation and keeping her legs spread widely.
"Julie, would you mind licking up the Master's seed and I'll answer
your questions.  I just can't concentrate with that smell tickling my
senses."

"Sure, Mom," Julie replied.  She quickly descended between her Mother's
spread legs and plunged her long tongue into her mother's converted
pussy.  Julie wasn't about to hesitate over the offer of Master seed,
and the smell had already tickled her own cravings as well.  As she
sank her tongue into her mother's depths, Julie took a moment to
appreciate the musky taste of her mother's pussy.  This was only one of
the few pussies Julie had been able to taste so far, and she
appreciated the subtle differences in taste of her mother's feminine
channel.

"Oh, that's a good girl." Julie's mother moaned.  "Your father and I
were going out for a walk on the street when one of the Masters took a
fancy to me.  Your father did his best to protect me, but they stunned
him and collared me.  The Master gave me a good fuck on the street then
took us both up to the ship for conversion."

Julie continued lapping up the Master's seed as she listened.  Her
seeking tongue hit a sensitive spot every so often and Julie smiled as
her mother gasped in response.  She could just imagine her father
making a chivalrous attempt to protect her mother's honor.

"Mmm, that nice.  I always wondered if you'd gotten around to munching
on your friends after you stopped playing with Goldie."  Julie's mother
moaned.

Julie looked up with shocked eyes as her tongue was still deeply
involved in seed extraction.  Her mother smiled sweetly back at her.
"Come on Julie, we both know only Chuck and Goldie liked peanut butter,
and when I noticed we were going through it quickly any time we left
you alone at home, there was only one possibility.  Besides, I snuck in
at home one day and heard you moaning and came up to investigate.  I
just about wet myself watching Goldie eat you out while you laid their
naked and moaning.  Don't worry about it though, I had to try Goldie
out myself after seeing her in action.  She sure knew how to hit all
the right spots, that's for sure."
Julie smiled at that, and happily resumed lapping up the Master seed
and savoring both it's taste and her mother's.  Just like when she had
told Zev her little secret, Julie found herself without any real sense
of shame about the incident, and the thought of her mother using
Goldie's tongue was kind of a turn at the moment.

"You should see your father now.  She looks like a fifteen-year-old wet
dream.  She's just a little slip of a thing, with budding teen breasts
and the sweetest doe eyes.  She looks just like her sister did at that
age, even down to the still soft girlish features and near innocent
look.  She calls herself Stephanie now, and she runs around naked with
her hair pulled into these two cute pigtails over her ears.  She
certainly isn't an old prude anymore, I watched her shamelessly bend
over for a good fucking and beg for more afterwards.  I do miss her
though, they took her over to one of the fantasy areas after our first
couple days and I haven't heard from her since, though I'm sure she's
having a good time."  Julie's mother continued, slowed occasionally by
a reflex gasp or moan from her daughter's tender attention.

Julie finally lapped up the last of the delicious seed and pulled out
of her mother's pussy with a long slow lick that left her gasping with
pleasure.  Julie followed with a skillfully long lick over her mother's
clit and she descended into another quaking orgasm.  While her mother
quivered with pleasure, Julie pulled up beside her and rested at her
side.  Julie considered the fact that her father was now a nympho
convert with remarkable calm, finding herself happy that Stephanie was
enjoying her new form.

 From that point, the days seemed to fly by.  Julie would spend some
time with her mother, mostly comparing their latest sexual escapades or
enjoying mutual pleasures.  The rest of the time Julie was nothing more
than a sexual servant, satisfying any desire of a passing Master.
Julie found herself becoming very well versed in the arts of
lovemaking, being determined to keep herself an enjoyable slave to be
used.

Her existence continued like that for some time.  Julie rested when she
felt like it, and fucked at every opportunity.  Her body had already
been well tempered by her conversion, but her continual use let Julie
develop her talents and technique beyond the basic skills implanted in
her when she began her new life.  She found herself very satisfied in
the few moments for reflection that she granted herself.  Her life
before conversion had now ceased to even be a specter in her thoughts,
even her encounters with her mother no longer looked back beyond their
conversion.

Then one day Julie looked up from a nap to see Zev looking down at her.
He was smiling, and Julie smiled reflexively back, happy to see the
familiar face.  "Hello, Master, how can I please you?"

"Ah, Julie, I need your help in interrogating a new convert.  A very
important new convert we just rounded up." Zev replied, grabbing
Julie's hand and helping pull the lovely convert to her feet.

"Of course, Master.  Who is this convert?" Julie asked.  She wasn't
about to question her master's wisdom, but she couldn't help wondering
what good she could do after serving on the pleasure deck for so long.

"You'll find out, now follow me." Zev replied and lead Julie back out
into the main ship.  Julie looked around, amazed at the changes since
her last time off the pleasure deck.  The halls were now crowded with
fully pregnant and happy converts.  Julie felt a familiar twinge of
envy at the site of the swollen bellies around her.  She may have spent
the last few months serving the Masters' immediate needs, but these
women were lucky enough to serve their more important needs.

Amongst the breeders, Julie was surprised to see Tara amongst them.
Her hand was gently caressing her bulging stomach while her face held
the same satisfied, reverent expression of all pregnant breeders.
Julie was again torn between feelings of satisfaction and envy, happy
that Tara was content in her new life, and sad that she wasn't pregnant
too.

Julie followed Zev down the hall and through the throngs of happy
breeders.  Julie couldn't help but stop for a moment and feel the bulge
of Tara's stomach.  She could only imagine what it would feel like to
have a Master's child growing within her.  The two women shared another
moment of understanding in shared looks before Julie pulled herself
away and continued after her Master.

Finally, Zev opened a door along the hall and led Julie into an
interrogation room.  Inside was a naked woman looking to be roughly
Julie's age.  The woman was stunning, though a few small birthmarks
told that her luscious form hadn't been granted to her in a conversion
tank.  Julie noticed another strange thing in that the woman was bound
to the chair by her wrists and ankles and that she wasn't wearing a
collar.  It was such a common adornment that Julie was surprised by its
absence.  She could hardly believe that the Masters hadn't converted or
at least collared this woman.

"Julie this is Louta, an Anian woman.  We captured her as she was
trying to escape Earth in a small long-range shuttle.  I can only guess
that she's here to spy on us, and I want you to stay with her while we
handle her conversion so that we don't miss any vital information she
may divulge." Zev explained.

Louta simply looked up to the Anian with pure hatred in her eyes, not
saying a word.  Zev was unfazed by the leer and pulled a small jar
containing three squirming green worms.

"I understand your defiance, we've seen it before in all the scouts
we've captured over the years.  You don't like the idea of joining the
fate of humanity I imagine."  Zev paused for a moment for reply but
none came and he continued.  "Well, don't worry, my dear, we have a
special role for you that only our sisters can perform."

With that Zev pulled the lid off the jar and pressed the open end
against Louta's shoulder.  The little worms came alive suddenly and
shot with amazing speed to the bare skin.  Louta let out a shriek of
pain as the worms dug their way inside her, leaving three small blood
filled holes behind them.  Her face shriveled with pain as three bumps
made their way up her arm and then disappeared.

"What have you done?" Louta demanded as soon as she regained control
over the pain.

"Don't worry, you'll discover that soon enough.  Now, Julie, I want you
to take Louta to a waiting room and keep watch over her.  The Parna
Worms will leave her weak for the time being so she won't be any
trouble." Zev ordered and pressed the release for Louta's restraints.

Julie wondered just what Zev had done to this woman but wasn't about to
question his orders.  She quickly pulled Louta from her chair and led
her to a close by waiting room.  Like all rooms it was simply adorned
and contained two beds made to be fucked on.  Julie put Louta on one of
the beds and laid out on the other.  This was the first Anian woman she
had ever seen and she was quite curious about it.

"You're probably just full of bimboish questions aren't you?" Louta
asked with a slight ring of contempt in her voice.

"I've just never seen an Anian woman before, and I can't help that I'm
a slave to the Masters." Julie replied.

"No, I don't suppose you could.  Do you know what that bastard did to
me?" Louta asked as she rubbed her arm where the worms had entered.  It
had healed up a bit already, though a strange greenish scab covered
each hole.

"I never saw anything like that before.  My conversion was very
different." Julie answered.  She had to admit that she was curious too,
but she didn't worry too much about it since it was Zev's action.  A
Master was not to be questioned.

"I know, but I'd be immune to that treatment, just like all Anian women
are, just like their insipid collars.  Maybe those protections weren't
such a good idea." Louta remarked.  She laid back in bed for a while
then turned over and faced Julie again.  "Would you mind coming over
here?"

Julie didn't hesitate and dropped herself on the bed right beside
Louta.  Without warning, Louta jammed three fingernails into Julie's
arm.  Julie swooned for a moment and felt strange chemicals course
through her bloodstream.  Louta held her for a moment and guided Julie
onto the bed softly.

Julie rested for a few minutes, relaxing as everything seemed to fog
around her.  She was still awake but everything seemed so dreamlike to
her.  Finally, Julie looked up and saw Louta leaning over her.

"Hear me, Julie, I have many things to tell you.  First you will forget
this conversation and never speak of it to any of your Masters or
slaves that you have not salvaged.  I have injected you with a
combination of drugs and nanobots.  As they course through your system
they will remove the ability of the collar to control you and work to
free you mind of control.  You fingers will also grow injectors so you
will be able to administer this treatment to other slaves when it is
safe to do so." Louta explained.

"The Council of Ania has discovered what is happening to Earth, and we
are dispatching a fleet to free humanity and punish the exiles for
their deeds.  We need the help of slaves aboard the mothership to
disable its weapons and shields so that neither side will suffer great
casualties.  That is where you come in, Julie.  You are the first
salvaged slave, you will rescue others as well.  Your mission is to
restore the minds of as many slaves as possible before our arrival and
prepare to do disable this ship's defenses when the Council's fleet
arrives.  You will not remember why you are doing these things, only
that you must.  As time goes by, you will remember more as your
devotion to the exiles is stripped away.  By the time our forces arrive
you should be free of their influence as should all those you will have
freed.  At that time, you will move to disrupt the defense of Earth and
this mother ship." Louta finished.  The instructions were vague and
open to interpretation as designed.  Julie would be forced to improvise
as would all freed slaves, but there had not been any way to know with
precision what the slaves would be able to do before the final battle.
All that could be hoped was that Julie could gather enough strength to
bring down the mother ship's defenses and bring on the surrender of the
Anian exiles.

With that Louta let Julie drift off to sleep as the injections did
their work and the new commands worked their way into the converts
mind.  Louta took a moment to survey Julie's luscious form.  She
couldn't help but appreciate the taste of the Anian men.  Julie was a
perfect specimen, and on Ania she'd have had no trouble finding
suitors.  Louta only wished she had the energy to indulge herself, as
she doubted that Julie would refuse any sexual advances she made.
Unfortunately, Louta was too tired to seriously consider such things
and she fell asleep right beside the convert.

Julie awoke some time later to the sound of Louta moaning.  Julie
pulled herself away from the woman and looked at her, surprised at the
site.  Louta's skin had taken on a very pale green hue and a strangely
leathery texture.  She looked ill and her face contorted with obvious
discomfort.  Julie reacted swiftly and ran off to get Zev.

Julie was shocked to find Zev standing right outside the room, as if
about to come in.  She didn't let that bother her.  "Master, Louta
looks very ill.  She needs your help."

Zev smiled wickedly.  "Indeed she does, Julie.  Please follow us, I
think you'll find this rather interesting."

Julie wondered what he meant, but followed anyway.  Zev ordered Louta
to her feet and she followed him out of the room, her entire body
looking exhausted and out of energy.  Julie walked just behind the two
Anians, wonder just what was going on.  She let her curiosity run free
as Zev led them towards the conversion chamber.  Finally, Zev took them
into a room adjoining the conversion tanks that Julie had never been in
before.

Julie gasped as she surveyed the room.  It was the room of the plant,
the entity that created converts.  In fact it was more than one plant,
Julie counted several dozen, all lining the walls just behind the
conversion tanks.  Their tendrils reached out into the tanks and
intermingled with the other plants creating an extensive web of
tendrils.  The final site that surprised Julie was that each plant
seamed to have a human face and torso carved into its trunk, a ghoulish
looking relief.  Just as she finished her survey she heard Louta inhale
sharply.

"Oh, god, make it stop!" Louta moaned dryly.  Her mind was suddenly
wracked with strange voices, a torrent of thoughts not of her own
making.  Her body was aching horribly as well, but it also coursed with
a strange feeling as well, something that Louta couldn't identify.

"It's alright, Louta, why don't you go over and stand atop that empty
potted soil please." Zev instructed.

Louta wanted to resist, but the voices shrieked inside her mind in
response, only quieting when she moved to the soil.  As her feet sank
into the soil, Louta felt a strange satisfaction at the warm, damp soil
sifting between her toes.  She wiggled her feet over the ground for a
moment then felt a quake run through her legs.  Louta screamed as she
felt her skin being torn apart all over her legs.  From her broken
flesh, Louta watched as green tendrils sand into the soil.  As her legs
dissolved, Louta dropped until her waist was even with the soil.  She
was in shock, breathing rapidly as she felt her tendrils sinking into
the soil.  She didn't understand how, but it she could feel every
tendril, and found herself awash in relief as she felt her tendril
soaking up nutrients from the soil.  Louta found herself controlling
the tendrils, seeking out new nutrients from the soil.  It took her a
moment for her to recover her senses.

"What have you done to me?" Louta cried as she luxuriated in the
feeling of her hundreds of tendrils soaking up minerals and water.

Before an answer was given, Louta felt the need to raise her arms.  As
she pulled them up, she felt another wave of painful ruptures as her
arms dissolved into two tendril spewing stalks.  She watched her left
arm as the tendrils shot out, reaching for and finally touching the top
tendrils of a neighboring plant.  Louta gasped in shock as her mind
suddenly fogged over with the greater consciousness of the plant.
Louta resisted the engulfing fog, and she felt the tendrils of the
adjoining plants ensnare the back of her head.  Her eyes went wide as
she felt the back of her skull fall open to the probing tendrils.  She
could only wince slightly as she felt thousands of microscopic tendrils
flow into her mind.

Suddenly, Louta found herself afloat inside the plants consciousness.
She could feel others around her, but couldn't touch them.  Everything
seemed to exist in a soup.  Louta tried to struggle free but the fog
wrapped around her even tighter.  Then she heard the chorus again.  Now
it was a harmony, no longer a harsh imposing shriek, but a calm almost
angelic tone.  Louta couldn't help but fall into the chorus, it was so
beautiful, so wondrous that she just wanted to become part of it.  Her
circumstances drifted away from her thoughts as she let herself become
one with the chorus.

Julie watched in horror as Louta's limbs dissolved into tendrils and
she sank into the soil.  She didn't know what to think, something like
this was completely beyond her experience.  Julie turned to her Master,
and saw on his face a look of supreme satisfaction.  This calmed her a
bit, but she was still very disturbed.

"Fascinating isn't it.  She's no longer Anian, the worms have made her
into another conversion plant.  After her mind is sufficiently molded
she'll begin using her new form to convert as many humans as we send
her.  Amazing isn't it?" Zev remarked casually as they watched the
limbs of the new plant mesh with the old.

"But how, Master?" Julie asked.

"Over the years we spent in deep space we attempted many times to form
colonies.  We never met with success for a variety of reasons, but on
one planet we encountered this plant and its worms.  We had no idea
what we'd come across until several members of the colony had been
infected and transformed.  The plant is a symbiotic creature, using the
flesh and mind of a higher order creature to serve its own ends.  We
were never quite sure just what those ends were, but we were able to
reengineer the plants internal drives to meet our own needs.  It
inherently possessed the regenerative and anatomy altering powers we
use on converts as well as mental infiltration capabilities.  Once we
programmed the plant to obey our commands, we were able to use it to
conduct our conversions.  Unfortunately, we found that to conduct
successful conversions, the plant had to come from a sentient mind.  At
first we took volunteers of our own population to become plants.  Since
then we've captured several Anian women, and since they've made
themselves immune to our standard methods of control, we decided to
convert them into plants instead.  We tried using humans, but human
anatomy provides some kind of natural defense against the plant.
Otherwise we would be able to conduct our conversion of Earth far more
rapidly.  Still, we more than make use of any Anian woman who's foolish
enough to cross our path." Zev explained.

The pair looked over the newly transformed Louta for another few
moments before leaving the room.  Julie was speechless at the thought
of being transformed into some kind of mindless plant.  Even being a
sex toy was better than that fate.

Louta was beyond such concerns by now.  The plant had already infected
her thoughts, seeding the Master's commands into the roots of her
being.  The chorus also sang in her mind, leaving Louta without thought
of her own.  With surprising speed, she was ready to begin her new life
as converter of the human masses.  The chorus told her to reach out her
tendrils into a newly placed tank sitting behind her and she did,
finding a young human girl.  Louta quickly encased the girl with her
tendrils, enjoying the sensations of young flesh to her sensitive new
limbs.  She was surprised at just how sensitive her tendrils were,
allowing her to take in fully the form of her convert.  Louta couldn't
resist wrapping her tendrils around the girl's breasts and over her
slit.  Then she reached out and ran a special tendril over the back of
the girl's head.  Louta didn't understand how it worked, but she felt
her tendril reach into the girls mind.  The girl was frightened and
oddly aroused something that Louta found stimulating.

The chorus pushed Louta in the direction she was supposed to go.  She
found herself inside the girl's mind, and following the chorus she
began explaining the girls fate.  As she did, Louta sent a tendril
between the girl's legs to her puffed lips.  She pushed forward with
the limb, enjoying the feeling of nether lips parting before her.  She
wiggled her tendril into the girl's almost maiden pussy while the girl
was moaning with pleasure.  Louta was stroking the girl's pleasure and
sexual centers as she plunged her tendril into the girl's tender flesh.
Louta could scarcely believe she was doing this but the chorus kept
prodding her forward.

Over the next several days, Louta learned the mechanics of conversion
as she shaped the girl into another breeder for her Masters.  It was a
long, slow process, but Louta couldn't remember being more satisfied
when the girl was ready to begin her new life.  Louta was now part of
the plant, her own conversion completed as well.  Her thoughts devoted
simply to the conversion, that was all that she could think about, and
her Masters were certain never to leave her without a new subject to
convert.

Continued in part 4

-- 
Pursuant to the Berne Convention, this work is copyright with all rights
reserved by its author unless explicitly indicated.
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