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The difference between good guys and bad guys is whether they use human shields -- or make themselves human shields...

-Unknown

Warning !!! The following contains scenes of nonconsensual sex and forced transformation with a transgender theme... You have been warned... Also a brief encounter with a racist asshole is included at no charge... Once again, possible P.T.S.D. triggers and a suicide trigger. If you have prior military or law enforcement experience please use caution while reading. I want to thank you for your service. Please understand that all scenes contained herein are meant to give accuracy not only to the game's theme but also to proper procedures, not to express my opinion...

Random Newscaster:

...protest orchestrated by human rights activists erupted in downtown Detroit this evening after a seemingly harmless mutant was shot dead by law enforcement during a traffic stop. Dash cam footage showed the ram approaching the officers and shouting in spite of several warnings to stop. Claiming he feared for his life the officer on the left promptly opened fire. The ram was pronounced dead at the scene, and his family has yet to comment. The officer that fired the shots has been placed on administrative leave, pending further investigation... In other news, power has been restored to several neighborhoods in Santa Monica following an anti-war protest that turned violent when protesters clashed with members of the C.D.C. responding to a reported outbreak of the yet to be identified contagion. Police and National Guard made several arrests and no contagion was found in the area... It has been recommended by the Centers for Disease Control that all California schools be closed for the rest of the week following a case of rapid mutation at a Bakersfield high school that resulted in all staff and students being transformed into anthropomorphic raccoons, foxes, and similar woodland animals. A spokesperson for the Los Angeles school district called the recommendation an overreaction to such a small incident, however agency officials maintain that such precautions are a small price to pay for keeping our children safe. All infected that resulted from the outbreak have since been cleared as noninfectious and have been released. The school is scheduled to be reopened within the next month with funding coming from a local veteran's fraternity...

...All stations this net- stand by for sit-rep. At present we have extracted four 40th Infantry members heavily infected with what is being described as a 'Minotaur' strain, and we currently have them in quarantine outside the city. The four members are from the California National Guard unit stationed at compromised COP Bravo under the rogue Major Padgett. The 129th Rescue Wing is coordinating a joint raid of the area with the help of the 66th Rescue Squadron out of Nellis, so it's out of our hands for now. In the meantime, containment remains our top priority, but all advance teams are to keep an eye out for those guardsmen still unaccounted for...

Later that evening... Fairhaven Commercial District, half a kilometer from the Smith Haven Mall...

Determined to find their missing men, the group advanced swiftly and quietly through an alleyway between two sets of multi story buildings. It was eerily silent and relatively dark with the sun quickly setting.

No one spoke a word, with all communication between them done through hand gestures and soft in-ear whispering. The marines and eagle troops kept their weapons trained on any direction something could come from, giving special attention to the air and cross alleys.

Two survivors had joined the group minutes after they left the crash site. Upon seeing the armed men and women the pair cautiously approached with hopes of rescue, only to be disappointed by McCray informing them of the unfortunate situation.

Completely naked, save for ill-fitting bra and panties and small packs they carried, the two appeared to be in their early twenties, both having endured full body transformations into hermaphroditic anthro river otters with webbed fingers and plantigrade foot paws. They stayed in the middle of the group with two marines taking up positions on either side to protect them.

A female marine leaned in to speak in Aston's ear as they approached the end of the alley. "Watch your feet," she told him. "There's shattered glass up ahead." She then leaned in to tell the otter girls the same.

Aston nodded to her and continued on, staying in the center of the group with his shotgun slung across his chest and belly. McCray and Sarge stayed at the front and the other two eagle soldiers pulled rear security.

They neared the very end of the alley when out of the blue feminine voices and loud laughter were heard coming from the adjacent street, steadily getting louder. McCray and Sarge halted in their tracks, each briefly raising a fist up beside their heads to signal everyone else to do the same.

"Shit," muttered McCray. He glanced back and barked quietly, "Cover, now! Radios off!"

Everyone darted behind the various dumpsters and piles of debris lining both sides of the alley, vanishing from sight just in time as several mutants passed close by ahead of them. The strong looking anthropomorphic hyenas, about ten of them, were laughing and chatting as they walked by from left to right toting various melee weapons. The ones on the sidewalk thankfully did not give the alley much attention.

Aston stole his nerves and peeked up from behind the pile of bricks he lay behind that had fallen off the top story of a nearby building. He saw that all of the mutants on the street were apparently female, that was until he noticed the bulges in there pants hinting at their hermaphroditic nature. He cringed a little and sank back to cover.

"Hey, it's okay!" a marine not far away whispered. One of the cute otter girls had begun to sob in intense fear, hugging her long thick tail as if to protect herself. A male marine had unhesitatingly scooted to comfort her. "They are not gonna find us," the marine quietly went on, taking her dainty webbed hand in his and giving it a gentle rub. "We won't let anything happen to you," he assured her, "I promise! You stay strong for me, alright?"

Glancing back over the pile of rubble Aston saw that the last anthro hyena had stopped and was sniffing the air. The herm beast promptly looked in the direction of the alleyway as her nose picked up something. Another straggler appeared and strode up to her, gripping a baseball bat in her paw hands.

"You got somethin'?" the bat wielding hyena asked, her voice somewhat gruff.

"Yea," the other replied, adjusting her leather jacket that did nothing to conceal her darkened nipples. She gestured her muzzle down the alley. "Smells pretty good down there. Maybe we should give this alley a once over."

"We? Fuck that. It's probably just a cum puddle. It ain't worth no risk."

"No... I smell sweat. Human sweat. Blood too... There's somebody in there."

"So what? Ain't no way I'm going down there. It's too dark. You're askin' for an ambush."

The hyena herm sniffed the air again, reaching for a sheathed hunting knife on her belt. "I'm gonna go have a look... You'll thank me," she said, shooting the other a grin, showing off her long fangs.

"You're on your own, ya dumb bitch," the other scoffed and walked off to follow the others.

Still wearing an intimidating smile the six foot tall hyena woman approached the alley. Her muscular yet womanly hips swayed as she pulled out her shiny, bowie style knife in a backhand grip.

McCray and Sarge glanced at each other as they stayed crouched behind a dumpster and Sarge whispered something in McCray's ear. The lieutenant nodded in approval of Sarge's plan and the pair allowed the hermaphrodite to enter the alley and walk right past them. McCray then gave Sarge's shoulder a quick squeeze to signal him into action.

With a well trained stealthiness, Sarge crept up behind the hyena and drew his suppressed pistol, ensuring that his foot talons did not click on the pavement. He raised the weapon and steadied his sights on the back of the creature's head, reaching his other talon tipped hand out toward the hyena's shoulder.

He fired and a short jet and mist of blood spewed from the hyena's forehead as the round passed all the way through. The blood sprinkled across the concrete in front of the herm as her body went limp. Sarge lunged forward, his free arm catching her before she could collapse, then gently laid the lifeless herm on the ground to prevent its fall from alerting anything.

"Clear," he whispered and signaled for everyone to get up. "Let's go! We're movin'!" he quietly barked.

McCray and Anders carefully checked both corners at the end of the alley.

"Clear, left," whispered McCray.

"Clear, right," whispered Anders.

"Sarge, take everyone across. We'll cover you," McCray quietly ordered.

He and Anders took up crouched positions on the sidewalk behind what little cover there was while Sarge led the group across the four lane avenue. They gathered loosely in front of a burned out hotel whose non metal parts still smoldered, illuminating the area in a dim, orange glow.

McCray spotted the silhouettes of several winged humanoid creatures flying down a street about two blocks away, swooping up to land on the balconies of a twenty story apartment building.

"Let's get moving," he said quietly and followed the other marine across the avenue.

Before they reached the other side the pair of men were startled by the distant sound of several long roars, followed some time later by a man screaming something in protest and a short burst of rifle fire. Everyone fluttered with anxiety as they listened to the chaos and waited for orders.

"That was close!" a male marine whispered.

"Like, real close..." a female marine remarked.

"Almost sounded like Max, to be honest," Aston nervously mentioned. "That's the direction we need to head, right?"

"Yep," the marine replied.

"Well, let's not talk about it," McCray muttered and stood up. "Let's get our asses over there," He said. "Sarge, on me. It's miller time."

Sarge and McCray led the group to the corner of the next intersection, lit by the still burning wrecks of a few crashed cars in the middle of it. McCray stopped abruptly, once again signaling everyone to halt and get low, this time placing a hand to his radio.

"Colonel, I have you, but your signal is weak and intermittent, over," he said quietly but clearly into his earpiece. "Say again, please. Weak copy on your last... Negative... Roger, we are en-rout to the nest. We will provide sit-rep when we get there... Affirmative. This is Lieutenant McCray, out."

Sarge crouched next to him, his intense bird of prey stare pried at McCray's mind. "What's up?" He asked.

"A global hawk just did a pass over this area," McCray replied, a relief in his voice. "They have minimal signatures on thermal for the next few blocks. They're thinkin' the nest is in a department store a block and a half from here. Should be a clear shot there, and then to the mall unless there's something out there that can shield its body heat." McCray sighed. "Let's push on, but stay on your toes. Keep an eye skyward for the matriarch and have that AT-4 ready to trim the bitch's wings."

"Check," replied Sarge. "You've got tactical."

McCray and Sarge stood up, creeping toward the corner ahead. McCray carefully checked around the wall and signaled for Sarge, another eagle soldier, and three marines to move to the adjacent corner across the way. They moved briskly and stacked up as ordered, waiting for the go ahead to advance up the two lane street that was littered with the aftermath of a multi-vehicle pileup.

The intense stench of sexual fluids permeated the air surrounding the wrecks, making some of the group make subtle expressions of disgust. They observed torn clothing and other personal items scattered about as well and took care not to step on any of it. At the end of the block was what remained of an overrun police blockade. Several armored riot vehicles, police cruisers and S.U.V.s lay abandoned with the remains of cum stained police and SWAT uniforms everywhere around them. A disheartening scene to say the least, given the lack of weapons and body armor one would expect to be scattered there. It made some of the group idly wonder how dangerous some mutants would be if armed with a SWAT member's submachine gun and bullet resistant vest.

That's a little terrifying, Aston thought, laughing nervously to himself. Mutants might be arming themselves. Great...

After swiftly passing the heap of automobiles they stealthily continued down another wreck filled street for half a block then rounded the next corner and entered another alleyway. It was clear apart from another pile of torn clothing and a puddle of male and female sex fluids. They crept past it, everyone once again trying to ignore the potent smell.

"Okay. Objective located," McCray said as they made their way, low and slow, into the relatively clear parking lot of a single story department store with one main entrance in the front. They all crouched low behind what vehicles were present there. "The front door's untouched so the nest is probably in the loading dock," McCray went on, catching his breath. "Let's circle around back and get ready to breach. Sarge, take your fireteam left, everyone else on me. Stay loose. Eyes peeled for the big bitch. Move out!"

"Copy," Sarge replied and directed the three marines and fellow eagle to follow him around the left side of the building where they stacked up behind a metal access door beside one of the loading bays at the rear of the building.

McCray, two marines and the remaining eagle soldier stacked up on the other side of the loading bay, getting ready to make entry through the other access door. He quietly ordered Aston and Doc to stay put in the dark back lot and keep the herm otter girls safe, which they unquestioningly agreed to do.

"Breachers up!" McCray quietly barked.

Two marines pulled short handled sledge hammers from their packs and stood by their fireteam's door. They held the heavy tools up with one hand, waiting intently for the order.

"Go!" ordered McCray.

The sledge wielding marines simultaneously slammed their hammers into the doors, breaking the locks before kicking the doors the rest of the way in. As each man and woman entered the building they flicked on their small weapon mounted flashlights before disappearing into the storerooms.

Aston sighed. He and Doc stayed by the department store's tan rear wall and had their backs turned to the otter girls who sat huddled together under a thermal blanket for warmth.

"What do we do, now?" Aston softly asked, scanning his side of the wide back lot, barely able to make out the walls of nearby restaurants and other buildings.

"Like the man said," replied Doc. "Scan your sector."

"How the hell can I if I can't see anything."

"Just keep your ears tuned to your surroundings. I'm sure your backwoods redneck ears'll pick up anything."

Aston snickered. "Thanks for the encouragement... Prick!"

"Just don't use your flashlight, unless it's an emergency."

"I'm not a fool."

"I know it. Just makin' sure, homie. All this stress, you know, can make you trip."

Aston glanced back at him with a confused look and their eyes locked for an awkward second. "What the fuck was that?" Aston asked with a suppressed laugh as they continued observing their surroundings.

"Nothin'," Doc replied. "Forgot, I don't talk like that on duty."

"Not a- gangster- when you're in that uniform?"

Doc snickered. "Oh, I'm always a gangster... Not a drive-by, shooting people, type, but... Gangster nonetheless."

"I'm sorry, but no homeboy on earth uses words like, nonetheless... Just sayin'."

"Whatever, man. You know, you got a pretty good vocabulary for a hillbilly."

"Thanks again, fucker..."

"... Do you hear that?"

"Unfortunately..."

Suddenly the sound of large beating wings took them by surprise as something began landing on the flat roof behind them, strong feet making rough contact with it. The pair spun around and aimed their weapons in their visitor's direction as his or her silhouette came into view.

Though it was far too dark to see any real detail of the winged creature Aston recognized it with relief as the hawk morph they observed following the helicopter earlier that day. It folded its wings and approached the edge of the roof before perching itself on the edge. With an arrogant smile the hawk man peered its reflective predatory eyes down at the men below.

"Lovely night for a little guard duty, eh?" the creature asked, his haughty voice hinting at his northeastern origins.

"To be honest, it's a lovely night for you to move on, sir," Doc promptly replied with a hint of frustration, his M4 rifle lowering slightly. "You're giving our position away."

"Oh please," the hawk man replied, relaxing a bit. "They're ain't shit 'round here, wetback. How 'bout you relax."

"Wet-- The fuck you just call me, esé?" Doc flicked the rate of fire switch on his weapon to full auto and aimed down his scope at the bird man's head.

Noticing this, Aston placed a hand on Doc's shoulder. "Whoa! Chill out, Doc," he implored.

"I'm no Mexican, asshole," Doc growled. "I'm Guatemalan."

"And there's somehow a difference," the hawk retorted. "You're all the same."

Doc kept his eyes locked on the hawk's as he pulled a rifle suppressor out of a pouch and began attaching it to the barrel of his rifle. "Aston, watch my six," he said, bumping Aston's arm with his elbow. "I'm gonna hose this cock sucker."

"Oh, I'm the cock sucker?" the hawk man continued.

"Yea, you better believe you're a cock sucker," replied Doc, amusement in his voice that hinted at his intentions.

"Not in the slightest!" laughed the hawk. "On the other hand, you should have seen the soldier I had the pleasure of noting a ways back. Biggest Johnson you've ever seen shoved deep down his gorge. Looked like he liked it!"

Doc steadily raised his weapon and aimed it at the Hawk man's head.

"Ooh, I'm so scared," said the hawk with obvious sarcasm, just before Doc fired a burst that came dangerously close to the avian's face, making him flinch and retreat into himself. The bird man stayed like that for a moment, trembling a little, his eyes widened with shock. He then said with a deep breath, "O...kay... I take it you guys are the 'not fuckin' around' crew.'"

"Yea, that's us," replied Doc. "Now, for last time, I think it's time for you to leave. Maybe head into Los Angeles and start flailing the same kinda tongue you got around... Se if those esés'll show you the same kind of mercy."

"Fine... Point taken..."

Doc reluctantly lowered his rifle as he watched the offensive avian spread his impressive wings before taking off into the night for parts unknown. The two men shared a gaze of disbelief.

"Well, uh... That escalated quickly," said Aston, suppressing a laugh.

"Some things about people will never change, man," replied Dock, shooting him a nod.

One of the otter girls let out a shriek suddenly and pointed a clawed finger at something behind the two men. "Look out!" she cried.

Aston and Doc spun around with weapons trained on a pair of reflective eyes belonging to a silhouetted figure shrouded in the darkness of the back alley. Crouching low the two armed men shifted closer to each other and scooted back to shield the terrified girls from their visitor's ominous gaze.

"Hold it, right there!" Doc demanded, shining his rifle mounted light at the creature. "Not another inch!"

"Whoa! Let's just stand down there, fellas. It's me... Max," the bizarre creature, that had somehow snuck up behind them without a sound, said in a familiar yet bassy voice. It raised strangely altered paw hands that in spite of the paw pads and brown fur were somewhat larger than before with wicked looking white talons stretching from each finger.

It was Max all right, but his body had been dramatically altered by his experience being unbirthed by the wyvern. His head, though still dog like with German shepherd pattern fur and dark wet nose, was now more streamline and bulky with fangs that protruded permanently. Two sets of white horns stretched behind his head with the top pair longer than the bottom. His eyes were now reflective and reptilian, gaining light green irises and slit pupils. His ears, though larger, were smaller by ratio on his hybrid head and didn't respond to sound like they used to. Overall his frame had become much more muscular and about seven and a half feet tall. His neck had elongated some and thickened with muscle. A muscular tan and brown furred reptilian tail as long as he was tall that terminated with a spiked end like a wyvern's swayed slowly behind him. Lacking his shorts, his thickened legs now terminated in furry dragon-dog hybrid foot paws tipped now with powerful talons that scraped against the ground as he walked. Sheathed between his legs was his knotted manhood that had grown somewhat, but was soft and not aroused at that moment.

Both relaxing their guard and standing back up, Doc and Aston signaled him to come up. Smiling, the German shepherd turned dinosaur dog strode up to them and was welcomed back to the group with a long lasting brotherly hug from Aston.

"This sucks. I think you could take me in a fight now," Aston joked and the two friends shared a heartwarming laugh.

"Good to have you with us again, Max," said Doc, rubbing the powerful beast's shoulder. "You feelin' all right?"

"Like I just ran a marathon, honestly," Max replied. "Thirsty."

"We all feel that way. Hopefully we'll be done here soon and be headin' to the mall. I guess we can finally get some rest there. Hopefully some clean water, too. My hydration pack's been empty for hours."

"Well, good thing the sun's down and we're not baking anymore."

After a second Aston turned to Max and asked, "did you see what happened to the two marines that were taken with you? We heard you scream, and then an M-16 banging off."

Max's ears went back a little at the question, his hybrid muzzle fading to an uncertain gaze. "Yea, that was probably me..." he began, subtle sadness to his voice. He looked at Doc. "One of your men took to the change worse than I thought he would... All I can say is, those marines that went in a minute ago are not gonna like what they find."

Doc held a hand to his radio an held a button down briefly. "Lieutenant, everything kosher in there?" he asked into his earpiece. "...Lieute-"

Suddenly Sarge emerged from the closest access door and waved for everyone to follow him inside before giving Max a brief look. Sarge's avian face showed what little surprise it was capable of.

"He's a friend, Sarge," ensured Doc. "Don't worry about him."

"The more the merrier," Sarge joked.

Aston and Doc flicked on their weapon lights as they entered the clothing store, Max and the two otter girls followed. The storage area was relatively untouched, to Aston's surprise, but the doors leading to the main body of the store revealed a nightmarish scene.

From what the weapon mounted flashlights revealed the roof of the store had a gaping hole in it, obviously torn apart by the matriarchs talons and jaws. In the center of the room was the nest, made primarily of destroyed furniture and piles of fluid soaked clothing. The shells of the matriarchs 'eggs' were present there as well with pieces scattered here and there.

Two marines, a man and a woman, were near the main entrance and were working hard to console a five foot tall, ten foot long juvenile wyvern that still wore the remnants of his torn fatigues and rubber rimmed dog tags. The muted brown scaled reptile seemed to be in extreme distress, shaking its draconic head while the marines spoke to it, attempting to get its attention with questions about his name, family, unit etc. He could only chirp and growl in response as if his ability to speak was stolen by the transformation.

Aston felt a little sorry for the beast but swallowed his feelings and began looking around for McCray. Eventually he found him near the restrooms in the far corner of the store.

The lieutenant had a handheld flashlight aimed at the corpse of a second juvenile wyvern that lay with its back up against the wall. The look on the deceased dragon's face was a heartbreaking combination of despair and sheer terror, hinting at the horrible conditions it must have been in at the time of its untimely death. Several bloody holes leaked on the top of its head, the blood streaming down the sides of its open muzzle. Most importantly, still in its fully formed bloody wing talons was an M-16, the barrel of it soaked in blood.

"My god..." Aston whispered as he looked the poor creature over. He removed his hat and placed it over his chest as subtle but growing sorrow filled him.

"I tried to stop him," Max said as he arrived at the scene, "but he was too strong..."

"I don't understand. Why--why would he kill himself?" Aston asked, keeping his voice low so McCray wouldn't hear him.

"He said he could feel it," Max replied. "It was taking him over and he... He couldn't allow himself to hurt anyone..."

McCray knelt down and broke off the fallen wyvern's dog tag, placing it in a pouch on his vest that was full of several others. Unable to hold back any longer McCray placed his hands and his forehead on the dragon's muzzle, choking back a sob while whispering an apology and a short prayer.

Seeing something large out of the corner of his eye, Aston shined his light at it. It was the huge matriarch, laying dead, with several gaping wounds along its throat that it had bled out from. It lay on its back, stretched along a far wall on top of several now flattened shoe racks.

"He put up one hell of a fight with that bitch, though," Max went on. "As soon as he hatched he rushed her and ripped her throat out. I'm sure you guys heard it happen."

"Not a decent man in this world that wouldn't do the same, bro," said Aston before replacing his hat. "At least he went down fighting..."

McCray stood up after collecting himself and took a deep breath. He said softly, pointing at the nearby wall, "did you see what he wrote?"

Aston raised his shotgun, the light revealing a large message written in blood on the wall beside him. It read, "TELL MY SON I'M SORRY," in large letters.

"His little boy just celebrated his eighth birthday," McCray went on, turning to face Aston and Max with the beginnings of tears in his eyes. He shook his head slightly. "I don't know what I'm gonna tell him... I really don't... That kid looks to his dad as a hero--and I don't know what the fuck..." He rubbed his face. "I've had to tell plenty of kids that their mom or dad went down like heroes, savin' my life or someone else's, but I don't think, for the life of me, that I'm gonna be able to find the words to describe what the fuck happened here..."

McCray lost it and threw his flashlight against the wall then turned to support himself on a nearby display rack with his head held low. He fought to maintain his composure, but the loss of so many friends in one day had broken through all the discipline the man had acquired in his career as an officer.

Max sighed and slowly walked up to the grieving lieutenant. "Just tell him the truth," he softly said and placed a massive hand paw on McCray's shoulder.

"What do you mean?" McCray choked, tears reaching the threshold of dripping down his cheeks.

"I saw the whole thing, Lieutenant," Max continued. "That little boy doesn't need the grimy details... All he needs to know is that his father gave his life to stop a monster, and there isn't a dishonest thing, at all, about calling that man a hero. After all, he saved my life when the big dragon mother got pissed off that I didn't turn out the way she wanted. I guess I wasn't scaly enough for her." He briefly frowned at the corpse of the dead matriarch. "Anyway, man, we'll have plenty of time to figure all that stuff out later. This ain't the time for it... We have a job to do, marine. You're our commander. We'll do everything you require of us even if it means risking our lives. You know that..."

McCray lat out a long sigh and straightened himself, wiping his face with the sleeve of a nearby shirt on display. "Yea... Thanks," he said then nodded in agreement before giving Max a fist bump. "You had us a little nervous there, big man," McCray said with a suppressed laugh. "You still holding it together?"

"I'm still me, Lieutenant," Max replied with a subtle smile. "I mean, considering that I was just reborn as a-- uh." He glanced down at his new anatomy for a moment, marveling at all it was capable of. "Furry- dinosaur- thing... If there's, uh, anything you need me to do, heavy lifting or otherwise, just let me know."

"As a matter of fact," the lieutenant began and glanced over Max's shoulder. "Since we have a few minutes, how about you help us boost the spirits of those two otter girls we picked up? They're scared to death, and I'm sure they would appreciate the company of someone like you."

"No problem."

McCray patted Max on the shoulder and said, "you're a good friend. Thank you."

Max nodded and went off to go find the two girls who had sat together with a female marine to chat a bit. He seemed to hit it off pretty quickly with the sisters, and the lady marine had plenty to add to the light hearted conversation. Aston took the brief pause to get a little much needed water while Sarge and McCray began working out the best rout to the mall. Everyone else kept watch over the doorways and the gaping hole in the roof.

After agreeing on a safe path, McCray took a moment to check on the other marine that they had come for. He crouched in front of the juvenile wyvern who sat alone on all fours like a dog near the entrance to the store. The reptile held his head low and turned to the side with his eyes closed as if ashamed of something.

McCray slowly reached a hand out and cupped it under the wyvern's muzzle, pulling it up some. "You still with me, private?" the lieutenant asked. The wyvern tried to pull away from McCray's hand, but the tight cupping grip remained firm. "Clewley!" McCray softly barked, pulling the dragon's head up, then, with both hands. "Look at me, marine. You know I'm not mad at you."

"Marine?" the reptile asked, a deep sorrow in his regained voice. His sad eyes opened as he glanced up at McCray. "Are you fucking kidding me?" Clewley growled and yanked his draconic head out of his officer's grasp and backed away, standing up on his haunches. He used what dexterity remained in his wing talons to tear his tattered fatigue shirt the rest of the way off and tossed the scraps away in anger. "Nothing..." He barked and fell back to all fours, his new natural stance. He panted in rage as he shook his head, his new heavy tail swaying up and down behind him. "About me--could even be called a marine!"

McCray stood up and approached him with a deep yet concerned stare. "You need to square yourself away, kid," he said, trying to calm him. "You're still a Devil Dog in my book! I don't give a damn what you look like..."

"No! ... I'm not!"

"Why you fighting me, Clewley? ... You got a family waiting for you back home in Florida... Your mom. Your two sisters. That fat cat of yours... Don't throw that away!"

"They don't need to see me like this... Just wright me off as dead!" the young dragon snarled and rapidly turned tail for the door, slamming through the glass and into night streets.

"God dammit, Clewley, get your ass back here!" McCray shouted as he grabbed his rifle and took off after him.

The group followed and gave the incredibly fast wyvern chase. They ducked through nearby alleys and side streets for several minutes until they eventually emerged into one of the Smith Haven Mall's pitch black parking lots.

"Over here!" a marine shouted.

At the far left edge of the vehicle filled lot, near a three story apartment complex, stood Clewley, illuminated by the marine's weapon light. He was standing on his hind legs, staring intensely at someone that had staggered out of a nearby alleyway.

Everyone moved to surround the dragon on two sides, shining their lights to get a look at who he was peering at. It was a black man wearing US Army fatigues and a claw mark covered tactical vest. The young man carried no rifle, pack or much gear and appeared to be in some pain. White fluid dripped from the side of the soldier's parted lips and an overall look of sheer exhaustion was spread over him as he supported himself on a nearby car.

"We got a friendly! Doc!" McCray shouted as he rushed up to support the falling soldier who collapsed to his hands and knees.

"What's your unit?" Doc asked, kneeling beside the man to help McCray support him as everyone else gathered around.

"Are you 40th Infantry?" McCray asked, "National Guard?"

Checking the patches on the shoulder of the soldier's uniform, a marine said, "no. He's out of Modesto- the one eighty-"

The soldier suddenly began to audibly retch, jerking and groaning when suddenly a torrent of white fluid erupted from his throat, followed by a small amount of blood. Everyone backed away immediately, moaning interjections and curses as they avoided the splash back of the vomit that could only be the infectious semen of some creature. The soldier cried out and coughed several times.

"Fucking, Christ!" Doc groaned as he and McCray moved the soldier away from the cum puddle before letting him back down.

The group observed the Guardsman's ears slowly forming into canine points and his nose darken. Crying out in intense burning pain the soldier arched his back and spun around, collapsing to his back as a full body transformation ever so slowly wracked his body. Doc moved to cradle the writhing man's head on his lap, placing a gloved hand hard over his mouth to muffle his screams. The horrible sounds of muscle tearing and bone breaking came from every inch of the soldier's painfully slow shifting body. His amplified screams and groans almost made Doc's efforts to muffle him futile.

Everyone around could only watch helplessly as the poor man's chest began to crack and barrel out, straining against his tactical vest as his fatigues began to tear away from his thickening, muscular frame. Soon after, big dark claws burst through his gloves and tan boots as semi-dexterous front paws, and elongating digitigrade hind paws began to form.

"Doc, you need to cut that vest off him!" Sarge ordered "He can't breathe!"

Like a skilled orderly in a hospital, Doc retrieved a pair of trauma sheers from a pouch on his vest with one hand and proceeded to snip off the far too tight vest from the soon to be wolf, just in time as the changing soldier's entire frame bulked up once again and elongated. A few seconds passed, painful squelches and popping noises came from the trembling soldier as his body took on the physical frame of a feral wolf, somewhat larger than what one would see in the wild, with growing fur resembling that of a timber wolf.

Soon the man's face began to crack and push forward into a wolf's predatory muzzle, forcing Doc to take his hand away. Heartbreaking whimpers came from the soldier as his head completely shifted into that of a large wolf, shortly followed by a sharp yelp as his lower spine and hips cracked into a permanent quadruped stance. A long bushy wolf tail grew from his spine not a split second later to complete his transformation, or so everyone thought.

The new wolf craned his head to look between his legs, but Doc quickly pulled his muzzle back, somehow knowing what was about to happen. "Don't look, buddy," Doc said into the wolf's ear. "Shh... It'll be over in a second."

"Oh, you gotta be shitting me," said McCray, his horror stricken eyes fixed on the shrinking manhood between the new wolf's hind legs.

The soldier's cock and testis had become incredibly small, and rows of canine teats emerged from the light gray fur on his belly. An intense canine whimper emanated from his throat as his cock nestled into the unmistakable clitoris it was destined to become, soon followed by the shifting of his balls sinking into his body, crafting a new female womb and finding their new home as ovaries. The soon to be wolf bitch shifted and let out a low groan as new lips formed out of her scrotal skin, puffing up and darkening as they became the distinct Y-shape of a dog's pussy.

Doc glanced at Aston and angrily mouthed, "this so fucked up!" He then quickly began prepping a syringe with clear liquid from two separate medication vials, most likely a mix of morphine and a steroid to calm the shaking new female. He then began injecting the wolf bitch with the mixture after finding a vein on the wolf's foreleg, then tossed the spent needle into the darkness.

"He'll... She'll be all right, but-- we should move her somewhere safe-- the smell of her heat will attract something," Doc could barely say, clearly in a slight state of shock at witnessing for the first time an infection rob someone, not only of their humanity, but their gender as well.

Suddenly a long wolf like howl echoed from the nearby apartment complex, followed shortly by the sound of a canine voice yelping in pain. Everyone's eyes were drawn to the building, some aiming their weapons at it. The moon in the clearing sky illuminated the area some.

"Shit," whispered McCray as he stood up. "There's probably more Guard members in there." He looked back at Doc. "Go ahead and take that soldier inside..." Sighing, the lieutenant glanced around. "I need three volunteers to recon that building with me."

"I'll go," said Aston, standing and walking up with nod.

"You sure about that?"

"Hell yea, sir. I need to do something to forget what I just witnessed."

"Me too," said a female marine.

"Anyone else?" McCray asked. "I need one more."

"I'll come with you," said Max, emerging from the darkness like the beast he was. "You might need the extra muscle."

"Alright, man," replied McCray, shooting Max a nod. "I knew I could count on ya. I take it you can see pretty well in the dark?"

"Yes, sir."

"Good. Somebody give Aston a spare night vision goggle."

McCray and the female marine dug through there packs and pulled out pairs of compact night vision goggles that they promptly attached to the mount on the front of their kevlar helmets. An eagle soldier handed Aston a similar pair, but with straps to be worn around his head. Aston took off his hat and adjusted the traps to fit properly then activating the slightly heavy goggles. They whined subtly as they turned on, lighting up his vision with a green glow as he expected, but nonetheless, it was a relief to be able to see clearly again.

As Aston was adjusting his goggles and replacing his hat, McCray marched up to Private Clewley and grabbed him by one of his horns, nearly dragging him over to look at the soldier turned wolf bitch.

"You see that?" McCray asked in a deep, stern tone, forcing the wyvern to watch as the mutated National Guardsman struggled to cope with alien sensations her new body gave her. "Being a fuckin' lizard ain't so bad, now is it?" He gave the dragon a shove and pointed at his face, leaning into it. "You separate yourself from the unit like that again, I'll hunt you down and kill you like a stuck hog! You understand me, marine?"

"Yes, sir..." the wyvern replied and took a deep breath, straightening himself up a bit.

"I'm not trying to shame you, son," McCray went on, lowering his hand and relaxing his tone a bit. "You just need to remember why we do what we do... You gonna do your duty like I ask?"

"Yes, sir."

"Atta-boy..." McCray gave Clewley an awkward kiss on the top of his dragon head that deprived him of his train of thought. If a dragon's face could look confused, Clewley was doing it.

As the majority of the group began trekking through the parking lot toward one of the entrances to the mall, Aston, McCray, Max, and the female marine advanced stealthily toward the leftmost side of the apartment building, coming to a crouch every time they stopped. They could hear commotion coming from inside the center courtyard of the complex, ranging from shuffling, canine whimpers, to male voices. They reached a chain link gate that lead to a direct path to the courtyard but found it locked with a heavy duty padlock that would be unbreakable without drawing in every mutant for a mile.

"Shit," McCray whispered. "Let's find another way."

"I could break it, sir," suggested Max.

"No. It'll make too much noise. Let's just find a way around."

They moved on, eventually finding a portion of the fence that had been torn apart by something. McCray took out a multitool and began cutting the damaged wire away then pulled the destroyed fence section aside, signaling for Aston and the others to move in.

The building itself seemed in relatively good shape so they decided to attempt a quiet entry. Stacking up at one of the side doors McCray got to work disassembling the door's lock with his multitool while the other three kept watch.

"Ok, we're in," quietly said McCray as he pulled the lock assembly off the door completely, placing it gently in the grass beside him.

Ever so carefully he opened the door, poking the barrel of his M-16 through it. The hallway ahead seemed clear and he moved in first, followed by Aston, Max, and the marine who closed the door behind her.

"Stairs, clear. Move up!" McCray whispered as he reached the staircase at the end of hall, signaling for the group to climb it.

Reaching the second floor they stacked up at the entryway and once again carefully opened the door and moved in. A deep yet faint laugh came from the courtyard, followed by the pleading protests of a terrified man.

"In here!" McCray ordered.

Stealthily he opened a door leading into a single bedroom apartment that overlooked the central yard. After ensuring that it was clear the group gathered at the glass door that lead to the apartment's balcony.

Aston quietly slid open the door, a frown appearing on his face as the sound of the activity below became clear. The four crept onto the balcony itself that was draped in a shadow cast by the moon from the awning above, making there presence there unknown to whatever was below.

The scene in the courtyard was exactly as McCray had feared. There were two sets of torn up army fatigues stained in both male and female cum, surrounded by assorted gear and a pair of destroyed rifles and vests. Not far from that lay a pair of newly transformed feral wolf bitches, each still wearing their dog tags. One was working in a vain attempt to lick freshly deposited cum from her abused pussy while the other looked on in terror at the scene about to unfold in front of her.

Beaten and bruised, a young National Guard soldier sat before a massive bipedal wolf that must have stood six and a half feet tall, even with the slight bend in his digitigrade legs. The beast was an alpha if Aston had ever seen one, having muscles that any body builder would envy and a bright red manhood that stood hard and proud, well lubricated from his recent conquests. Illuminated by the moon above, the alpha's coat was black with an attractive symmetrical pattern of gray markings. Interestingly, his fur spiked up on the top of his wolf head and neck, the Mohawk like mane of jet black fur stretching down to the small of his back where his long bushy tail swished.

The wolf cracked his knuckles and let out a rumbling laugh as he crouched. "Three down, one bitch left," the beast said in a fervent tone, amused by the soldier's vain attempts to stand. "You know you can't resist it. The pull of that little bitch within you that craves this," he gathered a bit of his precum on a paw pad and held the clawed finger before the young man's face, letting the aroma fill his nose. "Care for a taste, my sweet, submissive little pack slut?"

Not going to submit that easy, the soldier spat blood and sweat onto the alpha wolf's muzzle. Letting out a snarl the alpha back handed the soldier to the ground before wiping the spat fluid from his face.

"Motherfucker! Looks like someone needs a lesson on how to treat their alpha!" the beast barked.

Suddenly, the sound of powerful knuckles cracking came from inches behind the alpha's head. His ears perking, the alpha craned his head and torso around to see just who had the nerve to interrupt his night of depravity. His eyes locked onto the green reptilian marbles of a crouching beast, Max the pissed off dino-dog, who still had his big fist cupped in the other.

"Yea," Max deeply growled. "Someone does!"

Before the alpha could react, Max grabbed him by the scruff of his neck and held his muzzle closed with the other powerful hand paw. With a dark snicker, Max brought the now terrified alpha's face to his furry crotch, letting the wolf get a good look at the pre dripping shaft that dwarfed his own, not only in size, but pure presentation. It was a dark shade of blue, with all the veins, ridges, and barbs meant to stimulate a bitch in all the right places, not to mention the knot that had already begun to swell with anticipation of future events.

"Soon, you'll desire nothing more than that between your legs!" Max snarled with a toothy, seductive grin and stood up. "Scream," he growled in the wolf's face, "and I'll let these warriors ventilate your pathetic ass!" Max let the sorry alpha's muzzle go but kept a sure grip on his scruff.

With the alpha no longer a threat, McCray rushed to the uninfected National Guard soldier's side and began using a medical kit to clean the cuts and marks left by the alpha.

"Doc," McCray began, holding a button on his radio, "we need you over here. Ask those mall guards if they have a holding cell available."

Aston and the marine arrived at the courtyard as well and were busy determining what to do about the two new female wolves that were obviously still sane given the pleading look in their eyes. The strange new sensations of their transformed bodies made them pant and whimper, forcing Aston's eager mind to take action.

"It's ok!" Aston said, kneeling in front of the quadruped wolf girls and beckoning to them. "Come here. We'll take care of you."

With a moment of hesitation and a glance at each other the wolves stood and approached Aston with a sense of caution in their movements. The near identical timber wolves were both greeted with a reassuring rub behind their ears. One gave Aston a thankful kiss on the cheek and sat before him, a smile of relief breaking through her fear of having been reassigned not only in species but in the gender department as well.

"Don't wait up," said Max as he walked toward an apartment's back door, pulling the terrified alpha along by his strained scruff.

"What are you doing?" asked the lady marine.

"Taking care of two problems--with one solution," Max replied, gesturing to his throbbing erection before kicking in the door.

He gave McCray a quick glance as if to ask for permission to use the alpha to sate his lust, but McCray could only shrug in response. With a grunt, Max pushed the wolf into the apartment and followed before closing the door behind him, moving a cum stained recliner to keep it closed.

"Bedroom... Now," Max demanded in a booming voice, pointing briefly as he stood menacingly before his new plaything.

"Wait," the alpha pleaded as he stood in the living room with paws raised.

"Wait?" Max snarled. "Fuck that! I've waited all day for this. Move that little ass of yours!"

"Let's just talk this out," begged the wolf. "I mean, c'mon, dude!"

"Oh you want to beg for mercy, go ahead. Give me one good reason why I should spare you. I saw the blood in grass you motherfucker! You pulled out those wolf bitches before your knot went soft. Didn't You? Do you know what damage that could have done?"

"I... I... Was just..."

"Shut up! You're nothin' but a scum bag in a world that has enough of 'em already... Time for your penance!"

Max strode up to the quivering wolf with a dark yet sultry smile. He gathered a bit of his virile precum on a talon then held the digit under the alpha's nose.

"This is about where you left off, right?" Max growled. "Is my scent... Awakening something in you? -- A little -pack slut- perhaps?"

The wolf recoiled slightly as if he found the scent of Max's dripping, potent cum repulsive, but the involuntary firming of his erection suggested otherwise.

Max let out a low laugh and said, "that's what I thought. A sweet little plaything for me, concealed in an alpha's wrapper... Well, then..."

Feeling the need to kick things into gear, Max brought his lips to the alpha's and kissed him deeply. The wolf even caught himself returning the fiery embrace for a split second and tried desperately to break it off.

"Let's unwrap you!" growled Max, giving the alpha a lick on his wet nose.

With one swift move, Max shoved the wolf into the bedroom door, nearly breaking it off the hinges as the dethroned alpha tripped and fell ass first onto the bed behind him. Max strode in and let out a growling snicker as his new playmate scooted back closing his eyes tightly in fear. The wolf was trying to ignore the fact that his arousal was building in spite of having no interest in the overpowering dino-dog to speak of.

"We have a problem to solve first," Max spoke matter-of-factly, with a hint of lustful amusement. "You see, I'm not gay, and I'm not fucking anything without the-- proper- perspective..."

The anthro wolf's ears went further back than they already were and his eyes shot open to look at his assailant. "Whu- what?" he gasped, panicking at Max's words. "What are you saying?"

"I'm saying it's time for you to learn exactly how those soldier's out there feel," Max replied and wrapped his paw hand around his imposing blue manhood.

He gave it a few gradual strokes, causing it to leak more of his aromatic fluid. He let it coat his hand until it was slick and dripping with his pre, then strutted his way up to the bed.

"Wait... Fuck, No!" the former alpha begged, but Max pretended not to hear him.

He grabbed the squirming wolf by a digitigrade foot paw and quickly pulled him to the edge of the bed, letting his legs dangle off the edge. He then brought that cum soaked hand dangerously close to the alpha's proud canine manhood.

"Dude!" the wolf pleaded on. "Come on, I'll do anything! Just, donnnoooaaaaagh!"

Having heard enough of the canine's bull shit, Max began to rub his infectious cum soaked hand up and down the wolf's shaft, making the wriggling wolf groan in protest. Max's infectious cum was steadily absorbed by the canine cock, eliciting a groan of protest from the wolf.

Max ensured to coat the former alpha's furry ball sack as well for good measure, then gathered more infectious fluid on two fingers and brought them to the canine's thin lips.

"Take your medicine, slut," Max ordered in a deep, sultry voice.

The former alpha wolf panted and moaned as he felt the infection strike his manhood. "No! God, no!" he shouted as he saw his cock and balls begin to twitch and shrink, a powerful tugging sensation rippling through his manhood.

"I wasn't asking, bitch," Max said, than briefly grabbed the changing wolf's throat, slathering the tongue that lolled out with his cum.

Slowly but surely, the wolf's bright red shaft dwindled in size, making the feminizing creature groan and pant. His wolf face showed a strange mix of undeniable pleasure and sheer terror as he watched his entire frame steadily begin to lose its masculine muscle mass, his height beginning to diminish as well.

Max took advantage of the situation and lavished the slowly changing alpha's body with attention, leaning over him to caress his now effeminate body. He lifted one of the wolf's changing legs as it became long and slender with slimmed calves and soon to be dainty foot paws. Soon Max was loving the fact that he was kissing up the length of a proper anthro wolf's shapely thigh that could only belong to a female. He then slid a hand paw down the flank of the moaning wolf's steadily slimming waist and widening hips, teasing the sensitive skin to encourage the changes on.

"Oh... My god..." the wolf panted, feeling his body become more feminine and weaker by the second. He couldn't see it, but he knew that his face was changing as well. The wolf felt his lips become thicker at the end of his muzzle that was slimming down a bit with an audible creak. His head became a bit smaller overall while his ears grew to a lovable, girly wolf size.

Max leaned in and passionately kissed the feminine wolf for a moment, enjoying the feeling of the new lips the infection gave him. The former alpha felt himself enjoy this kiss as well, but the fear of what was happening to him did not diminish in the slightest, much to Max's amusement.

Ready to take the alpha's place, Max lifted and turned the girly boy wolf over, allowing him to see his reflection on a full length mirror hung from the bedroom's closet. As the changing wolf pushed himself up, he froze in sheer horror at the creature that looked back at him.

In the mirror was not an alpha in the slightest. Instead, the creature that looked back was a feminine anthro wolf with black fur with now snow white markings and a snow white belly and chest. His mane had grown a bit in length and had white tips to the hairs. It now cascaded down one side of his muzzle like an emo haircut. The fearful eyes that looked back did not belong to an alpha, after all what wolf would call himself an alpha with batting eye lashes like that. His black lips seemed perfect for pleasing the mouth and nether regions of nearly anyone, making him shiver at the thought.

Realizing his transformation was not over, the wolf grit his teeth, feeling the odd, pleasurable sensations of change return to finish the job. Max leaned over his back and lifted a leg again to allow him to see his small cock and balls in the mirror. With a gaze of sheer horror, the soon to be bitch watched as they shrank more and more. He moaned in pleasure as another truly female trait began to make itself apparent. White furred breasts with dark female nipples began to form on his chest, slowly expanding into firm d-cups, followed by the emergence of two new smaller sets below those.

"I can't imagine how it must feel," Max said into the wolf's ear. "To know that these are the last moments you'll ever be anything close to a man... Meh!"

With a dark, fang bearing grin Max pressed the tip of a talon to the small pointy cock head of the wolf's soon to be clitoris, making the former alpha yelp in shock. He trembled under the dino-dog who stroked his groin with a rumbling snicker, encouraging the wolf's forming womanhood complete its change.

With a long groan and feminine gasp the wolf's cock finally nestled itself into a proper bitch's clit, followed closely by a squelch that heralded the ascension of his testes. As soon as the balls had vanished into his abdomen to find their proper place as ovaries, the shriveled furry skin of the scrotum tightened up and shed its fur, turning a dark pink as it split and formed into the Y-shaped wet lips of a bitch's vagina.

"Perfect!" Max whispered, nibbling on the new bitch's ear.

Max let the trembling bitch's leg go and leaned down to let his chest touch her back, then reached under her shifting tail to tease her new canine folds. With a gentle touch, Max poked and stroked the lips with a talon, then ran a paw pad up to stimulate the hypersensitive clit. The wolf woman groaned in intense pleasure as waves of alien sensation wracked her. She closed her eyes and felt Max's other hand play with her new nipples, eliciting more girly sounds from her feminine muzzle.

Max licked up her neck and gripped her by her wide hips. Ever so gently, he inserted the very tip of his member into her virgin folds, causing her to let loose a long moan of ultimate pleasure. Just the pointed canine like head of his cock was enough to make her lips part to the point of straining. With short thrusts, Max inserted his entire length into her, her juices combined with his pre lubricating the way.

The feeling of all the ridges and veins rubbing along her walls made her grab and tear the sheets of the bed with her dainty little claws, unable to believe that this was the kind of pleasure she missed out on as a man. A short yelp of pain came from her as Max began to pull back. His cock barbs raked her walls in a slightly painful yet interesting sensation.

With her well prepped, Max began to thrust into her with a beastly lust that drove the both of them to a level of sexual heights neither thought possible as humans. As the virgin bitch's first female orgasm built to a crescendo, Max began to push his knot into her. With patience he eventually popped it in and gave a few more short thrusts.

The two could hold out no longer and came together, she howling like the bitch she was while Max unloaded a generous amount of seed into her waiting virgin womb.

Outside the apartment in the courtyard, Doc and a nearly seven and a half foot tall anthropomorphic wolverine had arrived. Doc gave the Guardsman turned wolf bitches an injection to help with their mounting lusts and to calm them, then made sure that the uninfected National Guardsman was all right.

The huge, burly wolverine man waited by the door to the apartment with his furry arms folded. His most notable features were his plantigrade feet, intimidating claws, and the fact that somehow his security guard pants still fit along with a belt with various gear items attached.

Soon the door to the apartment opened and out came Max who had an exhausted wolf girl under an arm. He turned her over to the guard who allowed McCray to tie her dainty paw hands with a plastic restraint.

She passed out and was promptly carried away by the guard. The group followed the wolverine toward the mall with the new female wolves and National Guardsman in tow...