2.

Franny moaned softly, eyelids fluttering. Where was she, and why did her wrists and ankles hurt so much? She blinked herself awake and looked down. Oh no, this couldn't be right. Not only was she naked, but she was strapped to an X-shaped table, arms and legs pinned by iron clamps. The Doctor would never have let anything like this happen to her. Where was he?

"Ah, the captive awakes," gloated a voice behind her head. The table tipped forward until Franny was almost upright, then shuddered to a stop. She wasn't surprised when Ursula stepped into view. The evil Empress had changed while Franny was unconscious, and now flaunted bare breasts over a blood-red leather corset. Her crotch was still bare; but her legs were encased in thigh-high boots which perfectly matched the corset - and the ever-present mask. Ursula's olive skin and raven hair gleamed in the midst of all that scarlet. "How are you feeling, Francenia, dear?" she asked. She swung a chain from one well-manicured hand, but Franny couldn't see where it led.

"Let me go!" Franny spat. And, like any good sidekick, she jerked uselessly at her restraints. "You can't keep me here! When the Doctor finds out what you've done, he'll, he'll-"

"You'll do what, teddy?" Ursula raised a perfect eyebrow.

"Nothing, Mistress," answered a robotic male voice. The leash grew slack as a naked man stepped into view. He was broad-shouldered and deeply tanned, with blonde hair slicked down so severely it could have been painted. Although his neck was mostly hidden by a collar, Franny could see the silver disk at his neck - and the scratch across his chest. "Doctor!" she squeaked.

Steele's head rotated as smoothly as clockwork. His pupils were pinpricks in the midst of blue pools; and his face was totally expressionless, lacking even the arousal she'd seen on the earlier slaves. He looked as blind and mindless as a rag doll. "Doctor," Franny whispered again, and bit her lip.

Ursula only smirked. "He can't answer you," she said, "not unless I give him permission to. He's totally under my control now, just like the slaves and soldiers you saw from the hill. Oh yes, I knew you were watching me. Silly people, flashing those binoculars around at midday on a planet with two suns. I mean, really, what did you expect?" She gave the Doctor's leash a flick, the chain links slapping against his skin. To Franny's horror, the Doctor's penis rose in response. It really was a big one, though. Franny felt herself blushing.

Again Ursula sneered. "Poor little Franny Whitcomb," she mocked. "You've always wanted to see that, haven't you? But teddy-boy was too uptight for his own good. I've cured him of that, though, haven't I?" She gave the leash another flick.

"Yes, Mistress," answered Steele. Veins pulsed in his neck and temples - and in his penis. Pump, pump, pump. But his face was as slack as ever.

He had to be faking it, Franny told herself. Doctor Theodore Steele would never let himself be reduced to a slave. He was just playing along because he had to, to rescue her. Any minute now Ursula would let her guard down, and then -

"I know what you're thinking, Francenia," said Ursula. "But you're wrong. Here, I'll show you." She reached behind Franny's head and pulled out a very familiar looking junior utility belt. "I believe this is yours?" Franny clamped her mouth shut.

Then her eyes widened as Ursula drew the laser pistol out of its holster. She hooked one finger through the trigger guard and dangled it before Franny's face. "Yours again? Of course it is. Now, look it over carefully. Be certain I haven't tampered with it in any way. And please notice that it is still fully charged." Franny licked her lips, her eyes roving hungrily over the gun. Just bring it a little closer, that's right.... "Catch, teddy," called Ursula, and tossed the gun to Steele.

Franny let out an explosive breath. Now they were getting somewhere! The Doctor would shoot their arch-enemy and the two of them would flee...hopefully too quickly to find the Doctor's clothes.

Steele caught the weapon and stood there, blankly, while Ursula dropped his leash. He's giving her plenty of rope to hang herself with, Franny thought. And then, to her amazement, the woman folded her arms and turned her back on Steele. "teddy," she purred, "be a dear and shoot Miss Whitcomb."

"Yes, Mistress," said the Doctor. And he obeyed.

3.

Pump, pump, pump. There it was again, but Franny wasn't sure at first if the sound came from inside or outside of her own splitting head. She'd been shot by laser pistols before, but never at such close range, and her brain seemed to be leaking out her ears. Even her forehead tingled; the Doctor had put the beam square between her eyes. But she still held onto a faint hope that he was acting...until, that was, she looked up.

Steele was kneeling before her, facing to one side so that she could see the silver port at his neck. Ursula crouched behind him with a huge, scarlet strap-on, which she rammed repeatedly into the Doctor's ass. A puddle of drool lay on the floor beneath his open mouth; a puddle of semen beneath his still-bulging cock.

"Doctor," Franny breathed, in a voice so soft even she could hardly hear it. Her lips trembled helplessly and her eyes filled with tears. "Oh, Doctor." Then her shoulders hitched and the sobs began, shaking her body so hard the table rattled. "Oh, Doctor. How could you let this happen to you? How could you let it happen to me?"

At last Ursula looked up from her exertions. She winked, then gave Steele a few more thrusts and pulled out, swinging her leg over him and knocking him down in the process. "Lick up the mess, teddy," she commanded, and Franny was relieved to see she only meant the mess on the floor. The dildo itself was unstrapped and flung into the far corner of the room. Franny noticed that Ursula's crotch beneath was flushed and soaked with dew.

Her arch enemy strode back to the table. "Well," she leered, "I certainly enjoyed that. Although I must say, Francenia, I half expected you to yell, 'Doctor, look out!'" She threw up her hands and mimed a horrified expression, then laughed. "But maybe that only works when the Doctor can look out."

Franny hung her head and cried even harder. Then, to her surprise, she felt the brush of lacquered nails on her cheek. "Ah, poor baby," Ursula purred. Her was voice surprisingly gentle. "Don't cry." The nails scraped lightly along Franny's jaw, then down her neck and around her left breast. And there they began to make broad, lazy spirals. "I'll be much kinder to you than I was to teddy, I promise."

Stunned, Franny stopped crying. Her nipples were actually hardening at the enemy's touch! "That's my good girl," Ursula soothed. She turned her hand over and slid her knuckles around Franny's nipple, then took it between two fingers and tugged - her touch still gentle as butterfly wings. "You like that, don't you?" she whispered.

Franny shook her head with an effort. "No," she moaned, despite all evidence to the contrary. A weak spark of anger flared in her brain. "I hate it, and I hate you. You're going to pay for what you've done to us!"

Ursula yanked the nipple hard, then dropped it and stepped away. "Pay whom?" she sneered. "Him?" At a snap of her fingers, the Doctor leapt to her side, his mouth slick and shining. Thank goodness he didn't know what he was doing. "You?" Ursula lashed out with one hand, catching Franny by the crotch and driving two fingers inside her, then rubbing her thumb across Franny's clit. The captive moaned. "Don't tell me you don't like that, Francenia. You like it more than anything he could give you...or if you don't yet, you will." She jerked away, leaving Franny gasping for breath. Then, quite slowly and deliberately, she licked her fingers. "Time for slavery, dear."

4.

At Ursula's command, the Doctor wheeled a sleek silver computer to Franny's side. Next to it lay a syringe, a small ampoule, and a disk-tipped gun. Ursula cocked her hands on her hips and smirked. "I'll let teddy to do the honors. After all, he is a doctor - of some sort, anyway. Does anyone actually know what degree he holds, Francenia?"

Despite herself, Franny dropped her eyes.

"I thought not," Ursula laughed. "Well, he's a doctor of recruitment now. Of course, I may change his programming later - or erase it altogether if the mood strikes me. But for the next thirty minutes, at least, he's in charge of making slaves. teddy, tell Francenia what's about to happen to her."

The Doctor's voice was flat and uninflected, his words as evenly spaced as though spat out by a computer. And in a way, they were. "Yes, Mistress. First, I will insert a control port in the subject's neck. This port will send out filaments through the subject's brain, establishing control of all her autonomic functions. You will then have complete control of her body."

Ursula threw up a hand. "That's enough for the moment, teddy. Let's not spoil all our surprises. You may begin the implantation."

"No, wait!" Franny screamed as Steele picked up the disk-gun. This was all happening too quickly. She hadn't even had time yet to plead. "Please," she sobbed, "you don't have to do this. It's the Doctor you want, not me."

"Stop," said Ursula as the device whirred toward Franny's neck. Steele froze in place. "Now, now, Francenia. Whatever gave you that idea?"

Franny hung her head, hair hanging lank around her face. "It was his idea to come after you," she whispered. "It was always his idea. I was just along for the ride."

"So he wants to see me rot in a galactic jail, but you don't?"

"Not like he does - did," Franny sobbed. "Please, Ursula, you've got what you wanted. You've beaten the Doctor. Just let me go."

"Tsk, tsk, tsk." Ursula's smile was the cruelest thing Franny had ever seen. "What would the Doctor think, to hear you talking like this? I thought you loved him; he thought you loved him. He told me so just before I punched the disk into his neck. 'She'll never betray me,' he said."

Tears dripped onto Franny's breasts. "I wouldn't," she sobbed, "if there was anyone left to betray. But he's gone now, and there's just me. You've got what you wanted, Ursula. Please let me go."

Ursula leaned down to lick the tears from Franny's nipples. "Ah, but Francenia dear, I don't have everything I want, not yet. You underestimate yourself." She brushed the captive's hair from her face, then pushed her head back against the table and fastened a cap-like clamp over it. "Don't struggle, darling; you'll only hurt yourself. teddy-"

Again the Doctor bent toward her neck, and again Franny screamed. But the clamp held her firmly in place. She was helpless, even as the whirring disk approached her neck, even as her nose caught a whiff of circuitry. There was a punching sound, and hot pain bloomed beneath her ear. But she forgot all about that when the thing in her head started to expand. First there was a series of tweaks and twinges, as the port sent out its first tiny filaments. Then things got worse. There are no nerves in the brain, but Franny felt a horrible sense of invasion as the conductors slid through her gray matter. Her body went rigid, then began to jerk in tight, controlled twitches. Now she couldn't scream even if she wanted to. She tried to look away from Ursula's leering face, but even her gaze was fixed.

The convulsions lasted for nearly a minute. Then Franny's body slumped back to the table and her mouth said, all on its own, "installation complete." Deep inside her head, the real Franny whimpered. Her voice sounded every bit as robotic as Steele's.

"Excellent," purred Ursula. "teddy, remove her restraints."

The Doctor did as he was told and Franny stepped down, padding across the floor to kneel at Ursula's feet. She bent to kiss the leather-clad boots, while her mind darted around inside her head like a caged bird. Meanwhile, she could feel the Doctor's blank gaze boring into her from behind. I'm a slave, she mewled soundlessly to herself. A slave - just like him. And at last it really hit home: there'd be no escape for the Doctor and Franny this time. He couldn't save himself, let alone her. Ursula would do whatever she wanted with them both. Just for a moment she envied Steele his mindlessness. But it would be hers too, soon enough.

"Good girl," sneered Ursula. "You did that without my even commanding you. Isn't technology wonderful?"

"Yes, Mistress," said Franny's mouth. Inwardly, she moaned.

"You may rise." Franny climbed to her feet, more gracefully than she'd ever done before.

Ursula took her by the jaw and darted forward, snaking her tongue into Franny's mouth. Franny's own tongue responded in kind; and even more terrifying, her whole body responded. Her nipples were hard again, and her crotch throbbed with pleasure. Ursula's fingers slid up through her hair and she moaned. Then the larger woman pushed down on her head, forcing her back to her knees. Staring at that slick, flushed pussy, Franny knew exactly what her body wanted. She grabbed Ursula's buttocks and pulled her close, burying her face in warm, wet darkness. Franny's mind was in hell; but her body, oh, her body was in heaven. The smell, the taste, the feel of those gentle folds - Ursula was right; nothing the Doctor could give her would compare to this. She suckled her Mistress' cunt like a baby at a breast, until at last Ursula came. Then Franny came, too, and the pair of them bucked in lunatic tandem.

But Ursula's spasms knocked Franny on her back, and she lay there, panting, unable to move again until she was commanded. She couldn't even look aside on her own, but from the corner of her eye she caught a glimpse of the Doctor, still as a mannequin.

Ursula loomed over her, face flushed with triumph. "Get up, slave," she commanded. Franny sprang instantly to her feet. "Did you enjoy that?"

"Yes, Mistress," her mouth answered.

Ursula sneered. "You may have your face back. Now tell me again: did you enjoy that?"

Franny gasped as her muscles returned to her, then screwed her face into a knot of disgust. "Go to hell," she spat, and burst into fresh tears.

"Such language," Ursula chided. "But I suppose that's only natural, considering that you've lost the Doctor's good influence. I wonder how much further I can make you sink."

"Fuck you," said Franny, and gasped. She never used words like that! In fact, she was so stunned that it took her a few seconds to realize Ursula had made her say it.

The Evil Empress chuckled. "You see, francenia, even in Stage One, the control ports do more than just carry out programmed tasks. They also respond to telepathic commands. And this mask I'm wearing amplifies my mental abilities one hundredfold. In other words, I don't have to speak at all, to command you. I only do it because I like to."

"And there's not a damn thing I can do to stop you," said Franny's mouth. "I am a helpless slave."

"You certainly are," gloated Ursula. "And just think: I haven't touched your thoughts yet."

5.

"francenia, teddy, step this way." Ursula led her captives to a full length mirror and had them stand side-by-side. Franny's nipples and Steele's penis swelled as they saw themselves, naked and blank-faced, immobile beside their Mistress. "What lovely green eyes you have, francenia," said Ursula. "And what lovely large pupils, compared to teddy's. Why is that, do you think?"

"I do not know, Mistress," Franny answered robotically. "Please tell me."

"It's because your mind is still your own. Once teddy has administered the will-purge, and you've given yourself entirely to me, you'll have the same pretty little pinpricks he does. teddy, tell her how it will happen."

Staring vacantly at his reflection, the Doctor began to speak. "In Phase Two, I will administer the will-purge intravenously. This will enable the control port filaments to interface more fully with the subject's mind, resulting in a cyborg brain with a computer's capacity for learning and obedience, but a human's capacity for emotion and critical thinking. However, the subject will be essentially dormant until Phase Three, when I administer programming via the control port at her neck. This will provide the subject with an artificial will, subject to that of her Mistress; and teach her how to love and serve in the position assigned to her."

Ursula embraced Franny from behind and cupped her hands over the girl's breasts. "You understand, francenia, why it must be this way? Any robot could give me the obedience I crave, but robots aren't clever enough or passionate enough to take over the galaxy. For that, I need zealots." She tweaked Franny's nipples. "So what do you think, my darling? You may have your face back."

"You'll never get away with it," Franny blurted, and Ursula laughed.

"Ohh, I love it when people tell me that! It makes the victory even more satisfying."

Franny tried and failed to shake her head. "Not this time. If soldiers like the fake robots I saw outside-" and like the Doctor I see here, she thought - "are the best you can come up with, they'll never defeat the Galactic Army."

"Dear little francenia," Ursula chuckled. "Do you really think this is a top-of-the-line model?" She slapped Steele across his bloodied chest. "teddy's just a fuck toy. My soldiers, on the other hand, have reinforced bodies, enhanced reaction speeds, and the tactical skills of humanity's best generals. As for my spies, they're fitted with contact lenses and invisible control ports, then programmed to pass as free men and women. Would you like to know how far they've infiltrated your government?"

"Yes, Mistress." Dammit, Ursula had taken her face away again.

"Nine galactic heads of state, one hundred and twenty five senators, and fully one sixth of the Galactic Army are under my control. I'll have the rest in less than a year."

She has to be lying, thought Franny. Then she took another look at the Doctor and her heart sank almost to her toes.

"But enough of this chit-chat," said Ursula. "You'll appreciate my achievements more when teddy has finished your programming. Back to the table, my darlings."

6.

Franny struggled at every step across the room, but the only one who knew it was Franny herself. She couldn't even blink now, except at programmed intervals; and larger movements were out of the question. Her only consolation was that it would be over soon - and that was no consolation at all. She spread herself against the X without even being told.

They didn't strap her down this time - why should they? - but once she was in place the Doctor returned the table to its original horizontal position. "Just so you won't fall off when the drug hits," Ursula smiled. "Now, would you like to watch teddy as he prepares the injection? Turn your head, dear. That's right. You're going to watch the whole thing."

Steele filled the syringe as though he'd done it a thousand times, tapping the air out of the barrel and bringing it toward Franny's arm. Please, Doctor, please, she pled silently. You don't have to do this. You're stronger than me, so just fight back! But his eyes were blank as marbles, and he didn't hesitate for an instant in bringing the needle down.

There was a steely prick, then a moment's pressure. So this was it, then. No more struggling, no more worrying. Franny felt strangely calm, even before the drug took effect. Poor teddy, she thought, watching him as he straightened. You don't know what you're doing, and soon I won't, either. I wonder how long it will...how long it...how... Oh no, it's already happ... Franny struggled to hold onto the thought, but it was already slipping away, and her world was darkening as her pupils contracted. No! she thought, and even that was an effort. But making it, she saw the light around her brighten for a moment. No, she thought again, a spark of hope flickering in her chest. No. But the word carried less force now; and she hardly noticed when the light dimmed this time. No.. no...n....oh.

Franny's body tensed for a moment, and her mouth spoke two simple words: "purge complete." Then the port let her go and she sagged against the table until she almost seemed to be melting into it. Her eyes, bright green with pinprick pupils, stared blankly at the ceiling.

Ursula lifted one of Franny's hands and let it slither from her grasp. It fell back to the table with a thump. "She's beautiful like this, isn't she, teddy?"

"Yes, Mistress," the Doctor answered obediently.

"Would you like to fuck her while she's like this?"

"If it pleases you, Mistress."

"That's what I like to hear. But you know what, teddy? It doesn't please me for you to fuck her. In fact, I forbid you to ever touch francenia again unless I command it. Is that understood?"

"Yes, Mistress."

"Good boy. Begin Phase Three."

The words clashed over franny's head like thunder, but she made no effort to understand them. In fact, she made no effort even to breathe, but that was all right because the control port did it for her. The filaments had truly taken her over now. They branched through her head like silver lace, reducing some functions and enhancing others, keeping her in a state of semi-stasis until the programming could begin.

teddy bent over her again, this time holding a wire-tipped rod which was attached to the computer behind him. franny felt the rasp of metal against her control port. Then a humming built up around her, and her brain lit up from within. Data streamed through her head at several thousand kilobytes per second, and after awhile, she began to notice it.

franny waited while the computer told what she was. She could sense her Mistress at the edge of vision, and that was a comfort even though she still couldn't focus. teddy was behind her, but he didn't really matter.

francenia waited patiently while the computer taught her how to think - and whom to love. Her Mistress glowed before her now, gleaming skin and scarlet lips. teddy was a shadow on the edge of thought.

francenia waited impatiently while the computer emptied the last of its data into her brain. She knew now how special she was, and was delighted to be the object of so much attention. Few of Ursula's slaves received this depth of programming, and none had received anything quite like this. francenia couldn't wait until it was finished, so she could demonstrate her gratitude.

At last the data drip was finished. "Programming complete," she announced, in a voice taut with triumph. There'd be no more robotic monotone for this slave.

"Excellent," purred Ursula. The voice poured through francenia's head like wine, then dribbled down into her pussy and tingled at her clit. "teddy, unhook her."

"Yes, Mistress," said francenia's arch-enemy. She sneered at him as he pulled the cord from her socket, noting how carefully he avoided her flesh. Ursula had him thoroughly whipped. That was as it should be, of course, but francenia knew how long it had taken her Mistress to conquer him. What an honor it was, to come alive just in time to watch his downfall!

She licked her lips again, and brought her fingers to her swollen cunt. "I am ready to obey, Mistress," she husked.

"You certainly are," smiled Ursula. "Come to me, pet, and demonstrate your loyalty."

francenia practically leapt off the table. Brushing past teddy so fast she almost knocked him over, she threw herself at Mistress' boots and smothered them with kisses. Then gradually she drew herself up to the creamy thighs and sweet slick lips. She'd been here before, oh yes, but she hadn't appreciated it then. Franny Whitcomb was a dog turning its nose up at filet mignon; francenia was a gourmand. She loved every inch of that rich, dark flesh, and it showed in the way she smothered it with kisses.

Then, wonder of wonders, Mistress drew her higher. francenia felt her face cradled from above, felt herself lifted up to suckle the smooth naked breasts. Her slave's heart overflowed with gratitude; she'd done nothing to deserve this. She lay her cheek against one dark, perfect globe; and when she heard the heart beating beneath it, she burst into tears.

"There, there, darling," said Ursula. "I understand." She raised her subject's face to her own and licked the juice from her mouth. francenia orgasmed so hard she dropped to her knees again, and Mistress kindly steered her back to her crotch.

Eventually Ursula came, screaming and thrashing and scraping francenia's back with her beautiful nails. Then she lifted the slave up again and turned her to face their arch-enemy. teddy stood just as they had left him, except that Ursula had turned him to watch their lovemaking. His face was empty of all life, his penis a flaccid tube.

Ursula slipped an arm around her love-slave's shoulder. "francenia, dear, I have an admission to make. I've been playing a joke on you."

"You have, Mistress?" She gazed up into the glorious face and felt a delicious tingle.

"Ohhh, yes. A delightful little joke, which you are only now in a position to appreciate. Here, let me show you. teddy, you may have your face back."

The placid face crumbled, contorted, became a mask of fury. "You'll pay for this, you hell-spawned bitch! When I get out of this I'll-"

"Enough!" snapped Ursula, and his face smoothed back into blankness.

francenia gaped, then laughed. "He still has his will, doesn't he?"

"That's right." Her Mistress's teeth flashed. "Didn't I tell you I'd be more gentle with you than with him? You were right about one thing, darling. Ted Steele was my real enemy, and he always will be. But from now on, he'll be powerless to do anything but curse me in the dark of his tiny mind."

francenia returned the grin. "So all the time you were reaming him, and having him recruit me-"

"He knew exactly what was happening. You must have been eating your heart out the entire time, eh, teddy?"

"Yes, Mistress," answered the robotic voice.

francenia frowned. "But what about his eyes? If you hadn't given him any will-purge-"

"teddy, remove your contact lenses." The ex-doctor obeyed, and Ted Steele stared at francenia with anguished, wide-pupiled eyes.

"Nice work, Mistress!" francenia marveled. "I'm so proud to be yours."

"And I'm proud to own you." Ursula stroked the slave's cheek fondly, then kissed her. francenia nearly orgasmed again. "My little ursula minor. From now on, you will be my second in command. And teddy will wait on us hand and foot. Well, mostly feet." She winked, and francenia giggled. "Now, come with me, and let's find you an appropriate sidekick's costume. Would you like a mask?"

"If it pleases you, Mistress." They left the lab together, francenia trailing proudly in Ursula's wake. teddy, though, stayed just where he was put.