Spitting Image 2

Story by Leo_Todrius on SoFurry

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Commissioned by gotommax & quixoticfur

Written by leotodrius

Part 1: http://www.sofurry.com/view/366984

After the strange mutant rat Nestor escaped the confines of the lab and reduced the population of a city block into exact duplicates of himself, the army of one sets their sights on the next threat to their spread; the local police station. As they advance, no man or woman is safe from this dastardly fiend.


Spitting Image 2 Written by Leo_Todrius Commissioned by Gotommax & Quixoticfur

The stories had spread like wild fire across the country, sandwiched in between stories of the heat wave and rising crime rates... stories of entire apartment buildings, even schools going empty after everyone there disappeared. The stories were always the same - Garbage overturned, food missing... but no sign of foul play, no evidence linked to any murderers or kidnappers known. None had seen the true cause, at least none that had been left to report it to anyone. The true cause, though, lurked through the sewers, the shadows, and the roof tops... waiting for the next moment to strike.

The city was engulfed in thick smog, a yellow haze of hundred degree weather. Shades were drawn, air conditioners hummed. No one looked outside for fear of the heat, but they didn't realize there was something far worse to beware... Beady black eyes gazed out of the sewer grates, surveying the streets, the buildings, the goings on of the human race... the eyes of a rat. But Nestor wasn't any ordinary rat. After years of excessive experiments, he had grown to the size of a dog, gained the intellect approaching that of a human... and the most profound ability to turn others into exact duplicates of himself with a long enough gaze. He had used his powers to escape the lab and to build an army... an army of himself, numbering in the hundreds... but Nestor wanted more. The question was how.

While all of his early conversions had been quick and easy, his near miss with an exterminator named Pete had given Nestor a new idea.... The transformation had happened more quickly in the mind than the body because of his mask and later unconsciousness. Nestor had started to practice the method with which he poured himself into another being, and he started to think it was possible to replace their minds and use the humans as spies. There was no telepathy of course, but once his personality and life experiences were in human bodies, he could easily report back to himself. While the methods were yet undecided, the location was set.

Nestor was smart enough to know that any reaction to his presence would start with one of three forces; the police, the CDC, or the military. The more he spread out, the more likely it was that they would be caught... But all 911 calls in the area were filtered through one police department. If he could neutralize that, the stupid humans wouldn't think to look up other numbers, and the response of the others would be delayed. Nestor smiled, but given that he was in over a hundred bodies, a hundred rats grinned as they gazed out at the police station from their many, many different positions.

****

Few places in society were more unbearable than a police station, but the heat wave had added an entirely new level of discomfort for everyone involved. Fans blustered the hot air about, police officers and detectives drank stale, room temperature coffee and the criminals were sweaty and miserable. The only benefit was that everyone was putting up less of a fight. Police officers escorted criminals to lock up, talked to witnesses and interrogated prisoners. It was all in a day's work... and work was something that the K-9 units took very seriously. Despite the heat, despite the fatigue, a tan and brown German shepherd stood on point, his chocolate brown eyes surveying the crowd. He looked for any wrong doers, any threats. He was well trained and ready at a moment's notice, though his ear twitched as he fought his natural instincts.

"Red, you working too hard again?" Officer Simmons smirked, reaching down to pet his partner's head, "Come on. Relief time." He said, standing up. The shepherd turned, his tail wagging a bit, glad to hear those reassuring words. Simmons led Red down the hall, away from the witnesses, past interrogation and lock up toward the back door, leaning down to unlock the security screen on the doggie door. Red lowered his head and pushed through, the rubber barely giving him enough clearance before he trotted into the side lot.

The grass was cut short, the surrounding chain linked off on all sides. It was a small square, one for nothing but canine relief. Red moved across the grass, hiking his tail up before he lifted a leg as well, about to empty his bladder... when he spotted movement. The dog's leg lowered, his nose pointed and he advanced toward the chain link fence that was wobbling. The dog's black canine nose sniffed and picked up an odd scent; grungy, earthy, musky.... Rodent, but so strong. Red growled gently, looking around before he trotted along at a jog. Much to the canine's shock, he spotted the rat toddling right toward the police station. Red let out a bark and charged after the rat despite its immense size, but as the rat turned around and met his eyes, the German shepherd skidded to a stop.

The gaze was held for a long moment, the rat turning to stare Red down completely. The dog trembled gently, twitching... and then the changes started. His canine nose rounded, taking on a more rodent appearance. His whiskers grew thicker, his pointed ears started to round and become fleshier... and all the tan fur on his body began changing as dark brown grew out from the roots. The dog looked quite strange all one color, all dark brown, but he wasn't going to be a dog for much longer. Fur shed from his tail until pinkish gray flesh was revealed, flesh that toughened up like leather as soft indented rings formed around it... and it started to grow.

ed tried to fight the change, but as the spark of true sentience hit him, he was overwhelmed. He was able to think in words, in concepts, in - and that moment was all it took for Nestor to take root. The canine grinned slowly, looking back at the most handsome, lovely, amazing rat before him... the rat he wanted to be like. Red's legs grew shorter and his claws grew longer. His paws shifted and his bell started to grow rounder and thicker. Red's muzzle became narrower, his brows pushed out more, his eyes bulged and darkened. Ribs shifted, organs transformed, and Red's entire persona was overwritten.

Nestor watched the dog remade in his image before soon there were two identical rats staring at each other, each with the same bites in their ear and hunks missing out of their tail. Having cloned the memories of the beast that infected him, the new Nestor felt it had been entirely too long since he had mated. He flipped up his rat tail and exposed his quivering hole, waggling it. The other Nestor shuddered, his nose twitching and his whiskers flicking before he moved forward, sliding up onto the other rat's back, humping wildly until the shaft struck true. As the rat that had once been Red felt the cock enter him, it was like he was truly home.

The two went at it like beasts, humping and grinding, but they were truly somewhere in between. They weren't feral, they weren't anthro, and yet they were both... and they loved that flexibility. Nestor fucked himself in a strangely literal sense, grinding hard, pummeling the former dog's ass until he hit the prostate, sending wave after wave of pleasure. The new Nestor hissed and squeaked before his cock pulsed and thick wads of cum spayed all over the grass where Red had played so many times. Sensing his other self's orgasm, the mounting Nestor soon released his load, pumping it deep into his partner's ass before sliding off, their cocks drooling on the ground. After a brief glance at one another, the two rats crawled forward, rubbing noses before they exchanged a sloppy tongue filled lick and moved, advancing back to the police station. They passed through the doggie door, almost getting stuck by their bellies. They stuck close to the walls, staying in the shadows, splitting up at the first opportunity. They had much work to do.

****

Interrogation room six seemed like all the others; dark gray cinderblock walls, air ducts that had never been cleaned, one large metal table with rings to hook handcuffs too, and one ominous two way mirror. What made the room a bit different, at least for the moment, was that two individuals sat behind the table instead of just one. Sarah Travis and her husband Steve had been brought in regarding a string of petty theft ranging from several wardrobes worth of clothes to some jewelry from big box stores. They had been grilled separately for hours, then had been dumped together pending the return of the detective.

Sarah and Steve desperately wanted to compare notes, to get their stories straight, but they knew that they were being watched and recorded through the two way mirror, so they sat in silence... hot, sweaty silence. Sarah reached up to pull her tube top away from her rounded breasts, quite disgusted by the amount of sweat that had rolled down between them. Her hair was brown but had been dyed a reddish tone. Her lips were covered in a dark brown lipstick and she had a bit of eye shadow on... eye shadow that seemed threatening to run with her sweat. Steve, however, was far worse off. His gray t-shirt had large puddles below his arms and a large patch across his chest. Sweat ran in beads down his cheeks to hang from his chin before falling to the table below. His spiked brown hair was sagging a bit with sweat and his stubble had collected little salt crystals as the sweat evaporated.

"Can we at least get a fan in here?" Steve called out after a moment, but no one responded. Steve sighed, leaning back a little. His eyes studied the parts of the room he hadn't seen; the annoying metal cone lights dangling from the ceiling, the lack of any windows, and the air ducts... but as he looked up, something looked back. Nestor gazed down, trying out his new technique, but only for a moment. He planted the seed and a single instruction into his victim. Steve slowly looked down, then at his wife, "Look at how dirty that vent is." He said. Sarah looked at Steve like he was crazy before she wondered if it might be some kind of hint on how they could get out of there. She looked up after a moment, freezing in place as Nestor gazed down at her, into her soul. Her shoulders relaxed a bit as the seed was planet, and then the rat was gone. Sarah looked down slowly, a soft faze on her face.

Concerned that the two were conspiring about something, detective Clark returned. The door opened and he moved in, carrying a folder of papers. Clark was six foot one, wearing a short sleeve police uniform and pants for the moment. His skin was the color of dark chocolate and his head was shaved clean. He sat down and started moving through the folders.

"Welcome back detective." Steven said after a moment, "Would you mind if I asked a question?" he asked after a moment. Clark didn't look up, still sorting through papers.

"You can ask." The detective said, implying that he had no obligation to answer.

"How old is this building?" Sarah asked.

"I don't know, eighty years old?" Clark muttered, "Why?"

"Sometimes it's just good to know where you are." Steve replied. Clark looked at the two slowly, wondering if they were crazy. Steve's cheeks twitched a bit as whiskers started to ever so slowly grow out, but for Sarah, something far different was happening. The flesh in her breasts started to diminish, transitioning through her body to other parts. Her flat stomach started to distend, swelling and rounding. Her ass cheeks grew as well, filling out her shorts tighter and tighter.

"I have a few things to go over regarding your testimony now that you are both together, some... discrepancies." Clark said. Sarah and Steve looked at each other, and the same thought occurred to them both... to alternate.

"Go ahead officer." Sarah said, remarkably calm compared to how she had been before... She didn't know why, but she felt like playing along, buying time, getting to know the officer and the station, learning all she could... even as her body tingled more and more. Her slim, athletic body continued to change as her tube top started sagging, no longer stretched over double d breasts. Her chest didn't completely flatten, but the breasts no longer looked like anything but fat... fat that was spreading down her arms and legs.

"On the night of the sixteenth, Mr. Travis indicated that you left the restaurant at eight thirty, but Mrs. Travis, you said you left at Seven thirty." Clark said, "That's a bit of a difference."

"Yes it is, and I realized my mistake... I was wearing my older watch because the links on the new one broke... I hadn't remembered to change it for daylight savings." Sarah said.

"But three hours to eat is a bit much, isn't it?" Clark asked.

"Not when you're in love, and not just with a beautiful woman. Don't you like to eat Detective? To feel that rich food sliding down your throat into your stomach, chowing away without a care in the world, gazing into the eyes of the most intelligent, fascinating, wonderful creature that has ever roamed this earth?" Steve asked, thinking of how beautiful those eyes in the duct had been. Sarah murmured softly in delight, thinking of those eyes as well... though the changes to her body were accelerating. Her moist, hot pussy grew sticky, then thicker before the walls closed in, growing together, sealing shut. Her ovaries hardened, the eggs converting into a series of interwoven tubes before they dropped downwards, but before they could reach the edge of Sarah's skin, her clit swelled out, growing over her urethra, the two forming and pulling at the flesh, oozing out into a forming penis. The skin toughened and blood filled into the cells as it widened, growing out inch by inch.

"Alright." Clark said, not believing them but choosing to move on, "On the twenty second, you made a number of purchases at Home Depot. Specialized blades for cutting ceramics or glass, suction cups, gloves, laser levels..." Clark said.

"Home renovations." Steve said easily, "We put a new faucet into our tub with the cutters, a towel rack with the suction cups, had to keep everything level..." Steve replied.

"What's the part of the renovations you hated most?" Clark asked, trying to throw a curve ball.

"The drywall.... So much dust and bits of white." Sarah said without a second thought, having already guessed the renovation excuse at the same moment her husband had, or rather his... Slowly the flesh behind her new penis was expanding as her ovaries dropped down, forming testicles, the sack expanding. As the penis and sack settled into place, new hormones started moving through Sarah. Her jawbone hardened, her cheeks became less rounded and her brow bones even shifted. Sarah no longer looked like a girl, but a fat boy wearing eye shadow and a tube top.... And the changes weren't limited to her.

Steve had come in thin and spry, but beneath the table his belly was bulging out, his fingernails were turning black and growing sharp, and his fat ass cheeks had made room for a tail to start growing out above his ass cheeks. New bones grew in behind the old as the tail stretched out inches at a time like sausage extruding out of a machine. A soft hunk disappeared out of the tail as it formed, Steve's body continuing to change and shift. Most surprisingly of all, as it did, his face was starting to look more like Sarah's, taking on extra chins, his nose sticking out more pointedly, his ears rounding.

"Now my last question is about the first of this month." Clark said, lifting his head to look at them, freezing as he noticed the differences. A soft gasp passed over his lips as he looked back and forth between them. They were looking more and more alike, and a lot less like themselves. Sarah's reddish brown hair was turning a nasty dark brown, as was Steve's... and their mouths were pushing forward, yellow buck teeth visible just behind their fattening lips. Their spines contracted and their legs shortened up. Clark sprung to his feet and moved for the door, but with Sarah's decreased wrist size, she pulled her hands out of the cuffs, slipped her feet out of the restraints and moved over, tackling Clark. Clark landed roughly on the ground.

"Don't leave..." a deeper masculine voice came from the former wife. Sarah flipped Clark onto his back and started to hump him. Clark looked down, seeing the cock hanging out of her skirt, using his hands to try and throw Sarah off. The new boy squeaked in shock at being hurtled, but as soon as she hit the ground, Steve had landed on Clark. He brought his head down, gazing into Clark's eyes... and the fight slowly drained out of Clark. Clark laid on the ground with a prisoner on his chest, then the other.

Steve and Sarah continued their changes, shuddering as their bodies compacted more, making their muscles and fat denser. Their hair had turned into fur and the fur spread down their foreheads, around their eyes and across their noses, then around their lips. Their ears grew softer and thinner, pushing out from their heads as their faces elongated into narrowing muzzles.

The whiskers grew thicker, the noses quirked and their humanity drained away. All over Steve and Sarah's bodies, their skin turned gray before their body hair turned to brown fur and new fur grew out where nothing had been before. Steve's tail whipped around as it passed three feet long, corded and ribbed. Sarah's had some catching up to do, but soon succeeded, his paws kneading and scratching at Clark's, tearing at his uniform. Steven and Sarah crawled out of their own clothes as well as their bodies shrunk to the sizes of dogs, emerging from the cloth confines as two Nestors, their human selves erased forever.

Despite having started out as a woman, the Nestor that had once been Sarah was no different than the Nestor that had been Steve. They had the same organs, the same number of hairs, the same bites and scars, the same memories. It had taken longer with such a short glance, but they knew a little more about the building and had to report it to the others... But there was still one human in their way. They turned to face Clark who gazed back at them with wide eyes, his chest rising and falling.

"So handsome, the most handsome face I've ever seen... Sexy rat, handsome..." Clark whispered. The two Nestors looked at each other, pleased the human had already absorbed their narcissism. They moved forward, gazing into his eyes for a moment before they started to lick his lips. Clark opened his mouth, accepting the rat tongues, kissing them back as his spine contracted, his legs thickened and shortened, his hands changed and his skin tone lightened significantly to the same gray they had. His smooth head produced soft fur and his face bulged out into a muzzle.

The two Nestors rode Clark's body as it grew shorter, eventually flopping off to either side when he was no longer large enough to support them. Clark's rat legs and arms kicked in the air a bit as his feet and hands changed into paws. His fat tail stretched out of his police uniform, or what was left of it... but before long, a third rat climbed out of the tattered shreds. The three looked at one another, somewhat able to tap into the memories of those they had been before. They found the thought of marriage amusing, linking two beings together in an arbitrary sense. It seemed pathetic considering that they were now linked by something far stronger and more amazing, being Nestor. Still, the connection they had shared intrigued Nestor.

The rats looked at each other before one stood up on its haunches, gesturing to the other. The other flipped his tail up and waggled his butt. The third tried to get in and fuck the hole, but the one on its haunches shook its head, mounted the first, then offered its own tail hole. The third rat figured one hole was the same as the other and soon mounted the second. The three dog sized rats slithered into each other, spreading asses wide with cocks before they started sliding back and forth with great passion.

Too low for the camera to record, the train of rats slid forward, then back, faster, then deeper, building up momentum easily. When the second Nestor hilted into the first, it pulled back to slam into the cock of the third. The rat continued to bounce back and forth between the two, working both ends, his rat cock quivering almost as much as his ass. They grabbed onto one another's hips with their paws, they sniffed the air, they basked in the glory that was being themselves, and they quickly careened toward the edge. Before long, all three Nestors were cumming simultaneously, two deep into asses and one all over the interrogation room floor. With their celebration concluded, the rats slowly disconnected themselves, forming a fuzzy brown pile. One turned, bracing himself. Another rat climbed onto his back, rising up on his hind haunches enough to twist the door knob and get it to click while the third pulled it open just enough to keep it from resealing. The pile of rats dropped back to the ground before moving off, heading to their next target.

****

While most of the police station was a sweltering hell from which there was no mistake, the lounge was the one blissful exception. Three air conditioners sat in the three windows of the oblong room, chilling the air to a blessed sixty five degrees. The sergeant, lieutenants, and even rookies piled in, cooling themselves off. Their uniform jackets were off, leaving just their blue under shirts and sweat stains. Some of the men had mustaches, other s were clean shaven. All basked in the cold. Their eyes were shut, the lights were off, but the sunlight bouncing off of the police cars to hit the blinds above the blinds sent a dull cream glow into the room, bouncing off of the top of the tables.

There was silence for a moment, but then an odd clicking... then more clicking, and more. A police officer opened his eyes to see what the sound was, freezing. Four furry brown rats sat on the counter in front of the air conditioners. Having been seen, they rose up on their haunches and started staring down the men. As more opened their eyes, more were ensnared... and all started to transform. The sergeant grunted as his jaw popped and shuddered, stretching forward, taking his upper lip and nose with it. His face expanded like taffy before whiskers pushed out of his cheeks and his nose rounded. His eyes bugged out a little and his ears rounded before his mustache turned dark brown and spread out across his cheeks, turning into brown fur. As his head turned into that of a rat, his police shirt bulged at the belly, the buttons popping apart to reveal a furry rotund mass, rivaled by the size of his man boobs as they filled with fat.

"Jason, give your ass to me." The Sergeant commanded, unzipping his pants to reveal his rat cock and furry balls.

"Yes sir..." The rookie murmured, unbuttoning his pants and letting them drop, all but tearing his underwear off. The sergeant moved over and reached out, cupping Jason's ass, feeling the brown fur spreading over it before he found the nub of his tail. The sergeant gave it a tug, feeling the flesh stretch. He tugged again, then a third time until it started spilling out of the young man. The sergeant licked his lips, thinking of all the times the young man had been under his command. He lined up his shaft before he thrust in, grabbing onto the young man's hips, grinding and moving lewdly.

Other officers reached down with clawed hands to unzip their pants and draw out their cocks; starting to jerk themselves off as they looked at how amazing the rats were, turned on more by their mere presence than the sex going on, though it certainly inspired them to go at it. One of the rookies turned, hiking his ass up into the air, moaning. One of the Nestors on the counter licked his lips, looking at the fattening, furry ass before he lunged, arching through the air, landing on the man's lower back. His clawed paws dug into the hips as he lined up his cock and thrust in, sliding in and out eagerly, rapidly, wonderfully. The claws had broken the flesh, but all around them, brown fur spilled out thickly, covering his haunches, then his legs as his face extended.

The Nestor riding the rookie slowly lowered toward the ground as his mate's bones contracted and he shrank, becoming closer and closer to Nestor in style. It seemed like the fucking had accelerated the process. The rookie moaned as his nose pushed out two inches, three, then four. The tip turned black, brown stubble covered his cheeks before his mouth moved to meet his nose. His ears rounded, his ass quivered and all the while the rat continued to ride his backside, just like the Sergeant rode Jason.

While Jason hadn't changed as fast as his fellow rookie, he was still changing. His hair was brown, his face was patchy, his hands were paws and his feet were soon after. His tail curled around the sergeant, keeping him in place as the two collided together. The sergeant had stayed human size longer than most despite turning into a rat, but he was starting to shrink away, still fucking the rookie with all his might. He grunted and moaned, his hands now fully paws... and both started to shrink. They hit five feet, then four a few moments later, fucking all the while.

The other rookie suddenly landed on all fours, turning too rat to sustain himself. The Nestor fucking him tilted his head back as he came, spraying cum deep into his ass. They pulled apart, the two now thinking fully apart. The moved to start licking and nibbling the feet of those cops that were still changing, though time was virtually out for all of them. The Sergeant fell forward, leaning over a Nestor that had fully changed. He shrunk down more and more, equaling his partner in size. He pulled his hips back, preparing for one last powerful thrust. In that moment he was still the sergeant, though corrupt. He loved being superior to the others, having a big belly, being the man they all looked up to.... And then a brand new Nestor thrust forward into a copy of himself, all traces of the human obliterated.

The officers that had not paired off were cumming in no time as their hands became paws, their faces elongated and tails spooled out of their pants like excess ribbon. The clothes that had been tight on them soon became baggy as they all shrunk a bit, until finally the rats climbed out of them, tails swaying behind their rounded hips. The new rats moved over to the garbage to tip it over and root out any food worth eating. They were starving, and they knew while they were occupied, even more of their kind were spreading through the station at that very moment.

****

A floor below the cop's lounge, the lockup was a far less pleasant place. The air was humid with sweat and despair, the walls grimy, the lights poor. Thick steel bars blocked off every cell and cinder blocks kept the prisoners from seeing the next cell over. It was a high population of thirty men, but all it would take was one rat to change all that. The door clicked and the hundred and fifty pound rat flopped in onto all fours, his rat nose sniffing at the air. He waddled along, his tail dragging on the floor, turning. He jumped up onto the lap of the guard overseeing the bank of screens. The man let out a short scream before his fear dyed away. He sat there, looking at the rat on his lap, gazing into those eyes... and then he leaned forward, his mouth opening. Nestor leaned up, all but stuffing his muzzle in the man's mouth, kissing the human. The guard moaned softly, his tongue slathering as he relaxed the belly he was developing and his back slouched. He started to hump against the rat just as Nestor ground against him, his rat cock oozing pre all over into his pants.

The guard's ears rounded and flattened, whiskers pushed out of his cheeks and his face began growing longer. With it longer, they turned their heads, their muzzles interlocking. The man's chest and pit hair turned into fur, then his arm and leg hair. His fingernails turned black and stretched out into claws, his fingers became knobby and longer, his ass cheeks swelled and spread out before his tailbone pushed from his pelvis, wriggling around as it got pink and gray and corded.

The two continued their forbidden embrace as the human started to shrink again, becoming a fat rat, his fur covered head matching that of the rat he was kissing. The two settled down onto the chair, only super baggy clothes to separate them. When the guard could not change anymore, the two broke their kiss. The Nestor that had been the guard still had vague access to his memories and stood by to release the prisoners when the time was right, while the first Nestor dropped down and waddled along, moving toward the first cell.

Sitting on the bunk, his legs wide, his hands steepled together with a bald head and a bandanna was an old biker. His handlebar mustache was grizzled with time, his arms covered with tattoos. He'd heard noises, but until he saw movement he hadn't really thought about it. He looked up and gasped, seeing the gigantic monster rat, and then nothing else. The biker moaned softly, his body tingling. Slowly his tattoos started to fade, turning from black and red to a dark gray... then the gray leathery flesh started spreading outward. His handlebar mustache shrank back into his face part way, turning into soft, dark brown fur.... Fur that spread. It covered his cheeks, around his eyes and across his nose, covering his head completely as new fur grew out in his bald spot and his bandanna fell off.

For a moment the biker looked like a furry ape of some sort, but then his ears stuck out and rounded and his face began pushing forward. His untrimmed nails became claws and his hands became knobby. His height diminished, the mass turned into a belly and more fur, fur spreading from his chest, his hairless arms dominated by fur. His hips throbbed and shifted, his black jeans became roomy and his shoes fell off, revealing paw like feet. The former biker shrunk down the rest of the way, dropping off the bench onto all fours, standing like a rat might... and then the door rumbled, buzzing open, allowing him at. The new Nestor left his cell, waiting for the right moment to be needed.

The first Nestor continued down the row, licking his lips at the thought of all the humans he was going to get to convert. The next cell held two teenagers, both wearing red jerseys. They were Latino and had diamond earrings in their ears. One had a shaved head, one had gelled hair, but both had thick black mustaches and one had a long goatee. Their muscles were thick and round, their shorts bulged over fairly generous manhoods, but all that was about to change. Nestor reached up and tapped his claw on the jail bars. The boys looked up and shuddered softly, feeling Nestor reaching into their heads.

Nestor took particular pleasure with the boys, feeding in his gluttony, his greed, his self love, his need for sex. The eighteen year olds groaned as their already generous bulges grew tighter, turning into tents. Their balls tingled, their cocks throbbed... and slowly the changes started to set in. Their bushes grew soft in their pants, turning dark brown, spreading to their balls... Their fingernails turned from white to yellow to black, growing out into claws. Nestor grinned, releasing his hold just a bit to see what they would do.

The two gang members slowly looked to each other in shock, but when they saw each other, they couldn't fight it. They leaned in, they kissed, their lips working on each other. They'd never thought that way before, but now they were so horny it made perfect sense. They unzipped each other's flies and plunged their hands in, pulling out each others' hard cocks, stroking them... but out of the corner of their eyes, they looked back at Nestor and he continued his work. Their lives of vandalism and violence started fading away. They no longer remembered drive by or graffiti, but they did remember lab mazes, injections, x-rays and doctors.

Their lips parted in the kiss, revealing yellowed ratty teeth before their mouths pushed forward a bit and they came together once more, resuming their kiss. Whiskers pushed out of their cheeks as their mustaches turned the strange shade of brown and the one man's goatee retracted into his face. The diamond earrings wriggled a bit as their ears tightened and hardened. The flesh grew shut so perfectly that it crushed the earring spokes and healed in between, the earrings falling to the ground, forgotten and unwanted. Their jerseys bulged out over rounding cinnamon colored bellies, but their skin tone faded from brown to gray as the fur spread out. Black pit hair became brown and covered their pecs and shoulder blades, covering them at a fair pace.

Nestor grabbed onto the metal bars with both grubby paws, watching as the gang boys took on rat faces, brown fur covering them, their teeth sticking out, whiskers waggling. The rat heads looked strange in the jerseys and basketball shoes, but soon the shoes fell off to reveal rat feet. Their legs shortened and their clothes sloughed off. The rats grabbed at the jerseys, shredding them with their razor like claws until they were fat and naked, their bodies shrinking down to the appropriate size. Once more the jail door buzzed open... but the former prisoners weren't yet ready to leave yet.

They no longer remembered who they were, but they had gained memories of watching the human boys becoming horny Nestors, and that was enough to drive them wild. One hopped down and threw up his tail, barely having time to get it out of the way before the other mounted him from behind. They were reduced to humping, listless horny gay rats in no time, mating like wild... but it didn't take them long to reach the abyss, spraying cum all over the place while the first Nestor watched with glee. Still, with the show over, he had to continue.

The next cell held a twenty seven year old punk rocker. His Mohawk was over a foot tall and electric acid washed yellow. He had earrings, eyebrow rings dermal cheek piercings and lip studs. His eyes were hazy and he wore nothing but a wife beater and camo shorts, his bare feet on the ground. As Nestor waddled in front of the cell, the punk had to reach up and rub at his eyes to make sure he wasn't drug tripping.

"Dude, there's some monster rats in here..." The punk grunted.

"Rats?!" someone from the next cell asked with fear. Nestor hissed, unhappy that his presence had been made known. He lifted up on his haunches and gazed into the punk's eyes. The punk gasped softly, feeling a tingling spread over his body, unable to look away from the rat before him. He murmured softly, lowering onto his knees, looking at the rat. As Nestor's eyes burrowed into the punk, his Mohawk started growing in reverse, shrinking down. His hair follicles absorbed the strands and sent the material elsewhere, particularly to his face. Despite the legitimate science of it, it almost looked like his Mohawk was going into his skull and then emerging from his cheeks as wiry whiskers. The punk's nose twitched, turning black and rounding before his teeth sharpened. His jaw ached, his mouth tingled and it all pushed forward.

He punk reached out to gab onto the cell doors, his hands right above Nestors'. Their hands touched and the punks started shrinking, turning grey as his fingernails pushed out into claws and his fingers got knobby. Brown fur spread up from the seams of his wife beater, covering his torso, then creeping up his neck. Before it could reach his face, splotches of gray skin appeared, starting to move out. Little metal beads started raiding down from his face, the piercings rejected and the holes closing up. They bounced and rolled along as the flesh became leathery and then fur covered.

The punk gazed at Nestor, realizing the mistakes of his life. All along he'd been trying to be different, to sand out, to make an impression, but that wasn't what life was about. Life was about being the same, being the best, being... Nestor. Together, they could achieve anything... and not only that, but they would look great doing it. As the punk gave in, he changed faster and faster. His shoulders shrank enough that the tank top fell around his body to land on the floor, his belt sliding down next to reveal furry rat balls and a sheath. Nestor was changed, and the camera could see it. The guard buzzed the cell door open, letting him out... but the Nestor that had been the punk did not retreat like the others, and those that had been standing by now started to advance. The rest of the cells were larger, containing more people, mostly drunks... and the rooms were on both sides. It would be more challenging to say the least.

The rats looked at each other for a moment before they charged forward, facing either side. Prisoners screamed and grunted, backing up, but everything started to change. An African American with a big afro grunted as his face pushed into a rat muzzle and his big hair receded, replacing itself with a huge belly. Old men became younger but their arthritic hands became knobby rat paws instead. The thin became fat, the fat became smaller. Fur sprouted all over them. Dozens of men grunted, scratching at themselves as they became furry and shrank down. Some had their clothes fall off, others clawed and shredded them... but before long, the cells were covered with so many dog sized rats that they were hip to hip, tail to tail, ass to ass. The new Nestors gazed at each other, kissing one another, rubbing and grinding.

A few of the rats even lunged onto the others, bringing their cocks to the tail holes, slamming in, fucking themselves in celebration. They loved it so much, fucking and being fucked, with the same cock every time, their own cock, their own personality, copies of themselves. It was a blissful experience, at least for them. The heavy metal doors rumbled open, all of the prisoners released... all save for one. While most of the Nestors hadn't known about the last prisoner, those that had been prisoners suddenly remembered that fact. One Nestor moved toward the back of the hall, toward the one room that had held the only female prisoner... A stripper named Angelique.

Angelique had been brought down the back stairs and had never seen the male prisoners, thought he idea of rats had not pleased her at all. All she'd heard was two people complain about it, then chattering, then silence... but as a shadow fell across the floor before her cell, she screamed out and hopped up onto her bed, grabbing at her hands, her skirt leaving little to the imagination. Nestor turned and rose up on his hind haunches, hissing through his nasty yellowed teeth. Angelique continued to scream, then groan, then moan softly. Her fear drained away and soon she smiled strangely, looking at Nestor.

She realized how foolish she was to be afraid of such a handsome beast. She moved off the bunk and moved over, crouching down, reaching her hand through the bars toward the rat. Nestor lifted his paw, resting it in hers, gazing into her eyes... Eyes that had turned from light blue to dark brown already... and the changes were happening faster and faster. Her round breasts sagged and then pulled back into her body, leaving just small fat mounds. Her belly suddenly pushed out and love handles oozed over her hips, and her pelvis felt like it was on fire as the entire structure started to invert. Her pussy turned inside out and a proto-penis oozed out between the lips of her pussy before they melted away to become foreskin, coating the forming shaft. Her clit and urethra tube were absorbed into the structure as her inner walls filled in and her ovaries dropped, turning into balls.

For Nestor, the view was quite delightful as a long, thick cock dropped down below the hem of the prostitute's dress, swaying gently. Angelique looked more like Angel now as her face became that of a dude, her chin pointed, her nose wider, her ears rounding... but as Angelique lost the last traces of femininity, the humanity disappeared as well. More Nestors started to gather around and watch as fur spread over the former woman's chest and shoulders, down her back, around her hips and across her ass, covering Angelique's balls, then legs. 'Her' was an injustice to the clearly male being, but everything else was still changing quite fast.

Angel let out a squeak as he reached back and sliced through his skirt, letting it fall to the floor. His top was next, revealing his tubby, furry rat body. He cast off his human garments and shook his fur out before the door rumbled open. The former prostitute ran out to join his brothers, tail swaying in delight... before he hiked it up, plunging his maw over the nearest rat cock. While this particular Nestor was the same as all the others, the last memories of his former human life made him want to use the tricks he new. Two rats fought over Nestor's ass before realizing it was the same as the others and they fell into line, fucking the former Angelique just as much as they fucked each other, though the new Nestors sucked and slurped on the cock in his mouth, working it until it rewarded him with thick gulps of heavy cream. The orgasm continued in celebration, the rats knowing they were well on their way to ultimate victory and revenge for everything the scientists had done to him.

****

The heat from the heat wave radiated off of the police car hood as it moved down the street. In the back was a young man, eighteen or nineteen. He was smooth faced but had buzzed black hair. Despite being a bit lanky, his arms were quite muscled. Joss had done whatever it took to impress the ladies. At first it had been swagger and style, then his muscles, but more recently it had turned to harder activities like larceny and drinking. But it wasn't for any lady that he'd been arrested. He'd combined drinking and larceny and tried to steal a car, only to get caught. The police car bounced as it moved over the curb, Joss almost hitting his head. He ducked down and grimaced as the car pulled into its spot.

The cops emerged and moved around, opening the back. They took a hold of the handcuffs on Joss's wrists as he stepped out and stood up before they led him towards the stairs. Joss's muscled shoulders slumped and he looked defeated, though he also looked younger, more like the teenager he was rather than the man he was trying to be. They passed through the side doors and passed the security station before turning. They passed the interrogation rooms, moving to a holding room while they processed the paperwork.

Joss was led into the room and sat down. He slumped in the chair and watched the two cops move back out of the room. He lifted his handcuffed hands up above his head and behind it to use like a pillow. He knew there was no getting out of it. They caught him red handed, had evidence. There was no use fighting it, he just had to enjoy the free food. The only downside would be the lack of women. Joss started to slowly frown as he realized that.

Outside the door, the two cops that had brought him in didn't get very far. They were standing in the middle of the hallway, squared off with two different Nestors. One of the cops grunted as he shrunk down. His spine contracted, his legs shortened, his arms diminished. Brown fur pushed out of his skin all over his body as his face pushed out at an astonishing rate. His cheeks changed, his ears rounded. He lost his footing, but by the time he hit the floor, he was fully rat and fully Nestor. The new rat turned and looked at his former partner.

The other cop was still human on the outside, but his mind had been replaced. He turned, lifted up the rat next to him and moved into the holding room. Joss looked up in surprise before he screamed, spotting the rat in the man's arms. He sprung up to his feet and knocked his chair over, backing up. The cop set the rat down and leaned against the door, unzipping his pants, bringing out his cock. He drooled as he stroked himself, watching Joss cower in the corner. The rat ran along the floor before it climbed up Joss's legs. Joss tried to knock Nestor off, but the rat just clung onto his leg before biting at Joss's pants.

The prisoner's screams echoed off of the walls as the rat gnawed at his pants, starting to slurp at his underwear before he got a hold of that and tore. Joss's manhood was exposed, but he wasn't going to just stand there. He shoved the rat onto its back and moved for the door but skidded to a stop as he realized the cop trapping him was... changing. He had whiskers, a fuzzy brown beard, grubby gray hands and his belly was swelling. He hissed a bit as he watched Joss. Joss was so caught of guard that he wasn't prepared to be tackled from behind. Nestor rammed Joss's legs and toppled him to the ground before climbing up his backside. The rat shredded the human's pants before he thrust his meat into the boy's cleft.

"Help me, please..." Joss begged, tears leaking down his cheeks. He tried to grab the rat off his backside but he was latched on too well. The cop at the door was now half rat, a foot shorter than he had been. He moaned, his cock quirking before he sprayed his seed onto Joss. Joss whimpered and backed away, his face dripping with cum. With his orgasm spraying, the cop at the door was reduced fully to a furry brown rat. He shook himself off a bit before he gazed at Joss. Joss froze where he was, seeing those eyes, feeling something crawling around his brain. It started at the back of his head, his muscle memory changing. Slowly his ass relaxed, letting the rat cock deeper and deeper. Then it moved onto the pleasure sensor. Instead of feeling pain, tightness or shame, Joss started to feel good, then very good. He moaned, looking away, panting.

"No more... No... More... No, more... more..." Joss grunted, his mind warping. He tried to fight it, but the pleasure was starting to feel too good. The rat on his ass was better than straight sex. Joss didn't want to be some creature's bitch, but it was too late and it felt so good... and the cop had looked so happy when he just gave in. Joss turned his head to see the rat by the door coming over. Joss's mind melted away, replaced by Nestor's as he leaned down to kiss the rat. He was filled with Nestor cock at one end and Nestor tongue at the other... and soon the changes advanced.

Joss's cheeks produced whiskers, his black hair grew a bit shaggier and then brown, his muscles softened and melted and his skin grew gray. A tail pushed out of his pants as his shoes toppled to the floor. His wrist shrank and the handcuffs fell away, clattering to the floor. Joss slowly reached down to the hole in his pants, feeling the wet, chewed seams... and then his hard shaft. Joss slowly wrapped his hand around his cock and started to stroke, all while kissing the rat. His back hunched and grew furrier and his belly rounded. Joss shrank down more and more, causing the rat fucking him to walk further up, keeping the pace before he lifted his head and hissed, spraying his seed into the prisoner.

The changing human felt the last gasps of his persona. He couldn't believe he was with these beasts... He couldn't tell if the were animals or had the minds of humans, but for him it was too much. He was straight, he couldn't like cock... and he didn't. He loved it. Joss suddenly grinned wide, hissing as his face pushed out into a furry rat muzzle, his ears shifting, his body changing until the room was full of three Nestors and only the handcuffs and pooled clothes remained as testaments to the humans that had been.

****

Soft whimpering came from the kennels, a sound that had never before left the muzzles of the expertly trained German Shepherds. They were low to the ground, their ears pointed, their noses sniffing. Some clawed at their crates while others had huddled into the corners of their area. They could tell something was wrong, very wrong. Some barked, one even tried to ram his way out of his crate, but nothing worked. The dogs were trained problem investigators and solvers and they could do neither. It wreaked havoc on them, and then they heard it... clicking through the air vents, groaning of the metal rings.

The dogs barked louder, trying to arouse attention, but their masters never came. They growled, their tails bushed, they prepared for a fight. The duct groaned more and more before the vent couldn't support the weight any longer. The vent snapped open and six fat, furry rats toppled out, their beady dark eyes moving around. The dogs whimpered, feeling faint, backing up before they collapsed, dizzy... but Nestor didn't let them pass out. The rats gazed at them intently, holding onto them.

The dogs whimpered and struggled as their brains grew more complex, swelling in their heads. No rat had ever been as smart as a dog before Nestor, but Nestor blew most species out of the water. Nestor proved this by moving over to unlock one of the cages. The dog backed up, trying to growl, fur bristling, but it could barely move. The rat got the cage opened and entered the kennel, moving around. It grabbed the dog's haunches with its front paws, pulled itself up and thrust into the transforming beast.

The dogs shuddered more, their transformations random and uneven. Fur fell off of their paws, their toes stretching out longer and thinner their claws thickening. Their tails grew from a little over one foot to over double as the fur fell out, scattering across the floor. Their tails got thick, fleshy, leathery. Another Nestor entered another Kennel to mount another transforming rat beast, but the first was making good time. His fat, slick cock slid in and out of the former German shepherd's tail hole, working it deep. The dog had tried to resist, but his mind was full of such thoughts of pleasure and the first sentience. His member slid out of the sheathe, starting slick and pointed and red, but it bloated and darkened, turning into a rat phallus as well.

Some of the dogs still fought, growling, but as their fangs changed from canine into rat and their tongues shifted, soon they were hissing. One dog rose up onto his hind legs as his muscles and hips changed. Their dog bellies grew round, their eyes shifted, their muzzles narrowed. Soon they started moving around like rats, using their increased intellect and dexterity to get out of their cells. They picked the locks, got the doors open, and moved out... Six new rats to nuzzle the others, embracing each other fully.

The former dogs, now rats, relished their new bodies and minds. They moved to kiss one another, not caring who had been who. It was impossible to distinguish now. No trace of their old lives remained. They simply were Nestor, and Nestor loved himself very, very much. Some of the rats tackled each other, grinding their members together, humping. Others stuffed their rat muzzles with the rods of meat. They fucked, slurped and sucked until rat orgasms filled the room with faint musk and squeaks of pleasure before they moved off to corrupt the rest of the station... and then the world at large.

****

The front door to the station opened as two officers returned from patrol, one leading a teenager by the handcuffs. He had an oversized baseball cap over shaggy red hair, and despite his head being lowered he had a huge grin on his lips. His red and black plaid shirt complimented his hair, and his basketball shorts swayed over hairless legs. One of the officers was Asian, his black hair perfect, his body lithe. His partner was built more like a pit bull with a neck as wide as his skull and muscles all over. The two moved up to booking. The man behind the desk looked up.

"Marcus Holt, driving without a license, driving without insurance, grand theft auto, vehicle altercation... and if you're feeling really playful, attempted vehicular manslaughter." The offer muttered.

"Hey now, I wasn't aiming for that chick, I just lost the power steering after I went over that fountain." The teenager grinned wide.

"Tell it to the judge." The other officer murmured.

"I will, I will, I promise... over and over." The kid said, licking his lips. He loved being in trouble, there was just so much attention for him... and he didn't have a problem going to jail either. He planned to drop the soap quite frequently.

"Kid's a real fire cracker." The other officer muttered. The booking agent lifted his phone and dialed to see if they had a room ready in holding, but got no response. He hesitated, surprised that no one answered. He tried the lounge to see if the officer had gone to cool off, but no one answered there either. He lowered the phone to his shoulder.

"You guys better put him in interrogation two for a few minutes." The man said.

"Oh cool, you guys going to play bad cop, bad cop? Cause you're not very good at your jobs." Marcus said.

"Your momma ever tell you to shut up kid?" One of the officers asked.

"Oh yeah, she says to me all the time, 'If you gonna bring those boys over and keep me up all the night, you better invest in a good gag boy, you a screamer like yo' momma." Marcus said. The officers rolled their eyes and pushed the kid along, all but tossing him into one of the interrogation rooms before locking the door behind him. They made it as far as the two way mirror before he'd dropped his belt, his shorts and was actively mooning the window, shaking his ass one way and then the other.

"He keeps that up, I'm going to have to pepper spray him..." One of the cops muttered. "Sano, Reiland?" came the voice of the booking officer as he returned, "I can't get anyone down in holding or the lounge or even the detective's office, can you guys go call me from down there, see if the lines are down because of the heat?" he asked.

"Sure... Don't try to give the kid water while we're gone. He bites." The larger cop smirked before moving off with his partner. They headed down the hall, opening the door to the lounge to see if anyone had ducked into there to cool off.

"Damn Rei, this place is a mess..." Sano murmured, running a hand over his black hair. Reiland shook his large head.

"Guess we better check holding, make sure no one got out." Reiland commented. The two moved down the hall, past the kennel and down the stairs, finding the cinderblock stairway refreshingly cool compared to everything else. Sano reached the bottom first and opened the door, moving to take a step... but he stopped, his eyes widening as he saw a sea of thirty five dog sized rats fucking and rubbing on each other. Some hissed and stood up on their hind legs as Sano arrived, Reiland right behind him. Sano wanted to turn and run, but he'd met eyes with the little furry beasts. Reiland had as well. Both were completely frozen in place. The Nestors that had grabbed their attention had refined their skills and were eager to try out their new method. Sano twitched softly as his childhood disappeared, then his adolescence, then his police training. The void was filled with memories of lab tests, of self stimulation, of conquering humans and turning them into himself. Sano lost his name, knowing only the word 'Nestor', the one thing a kind human had ever given him.

Reiland shuddered as his personality was overwritten as well, his life wiped out. The Nestors on the floor had to use precise control to replace the humans' minds and not their bodies. They had changed too fast in the interrogation room. Drool started leaking from Sano's lips, then Reiland's... but that wasn't nearly as obtrusive as the bulges in their groins. Their human shafts filled with blood as they looked at the handsome, amazing rats before them... The rats they would be like. Normally they would have engaged in physical pleasures, but the Nestors now residing in human bodies knew their time was limited, and they knew the plan.

Both Sano and Reiland's bodies each picked up a fat Nestor rat and moved back up the stairs, carrying them to new destinations. Sano moved up the stairs and down the hall, heading back toward the interrogation room that held Marcus. He set Nestor down and reached over to open the door. Marcus turned to aim his ass at the door, assuming that the police officers had come back. He didn't see the giant rat enter, standing up on his hind legs before he jumped. Marcus gasped as he was tackled from behind. The rat latched onto his ribs and hips, aligning his lower self before he thrust. Marcus screamed in shock as he felt the penis enter him.

Nestor pulled back and thrust in mercilessly, latched on hard. Marcus stumbled around the room, starting to pant and moan. Having things in his ass was not unusual at all, but not knowing what it was and having it be a surprise, that took some getting used to. The rat licked and nibbled on Marcus's spine as the red head shuddered, landing on the table, leaning over it hunched. He panted, his cock getting hard involuntarily. He reached back to try and get at whatever it was. He could get fingers full of fur but never a good enough grip.

"What's going on? What is this?!" Marcus shouted out in fear. He could tell it wasn't a human. He circled around the table, trying to use the table to scrape the hitchhiker off, but Nestor pushed his feet out and pushed against the rim of the table, keeping himself in place. Marcus glanced over his shoulder to the two way mirror, pausing. He saw a giant furry thing on his back... a huge, very furry... rat. Marcus began to scream at the top of his lungs, begging for help, trying to get Nestor off. He was completely unaware that on the other side of the window that Sano had sat down and brought his cock out, working it up and down with eager delight, watching the human youth get his just deserts.

Marcus kept trying to fight it, but he soon exhausted so much energy that he fell to his knees, moaning and panting. The Nestor on his back kept fucking hard, clinging to his round, plump ass cheeks, finding it rather fascinating to fuck a human that had not met eyes with him. Nestor would have to remember such joys, though this human seemed particularly well suited to it. His ass was stretched, he was obviously gay... and on his hands and knees, Marcus was starting to get into it. He panted and moaned, his chest heaved with breath and he started to moan more.

While it seemed like something out of a horror movie, Marcus' panic was dying away. It wasn't anything he hadn't felt before... He'd had everything under the sun up his ass, and he'd had clingy lovers before, the claws weren't that bad... Marcus knew he might get some strange disease out of it, but... he was too turned on to resist. He reached down with one hand to start stroking his cock, using his other hand and knees to stay up. Soon Marcus was writhing with the Nestor on his backside, the rat fucking away. Through the two way mirror, the Nestor that had filled Sano's mind was absolutely amazed.

Sano stroked his cock eagerly, watching the human be dominated, knowing the same thing was happening to him. His black hair had turned brown, whiskers pushed out of his face, his teeth elongated and a belly was forming. Sano jacked off hard as his fingers grew knobby and longer, his palms narrower. His ears pushed away from his head and his mouth began to expand. The cop sat on the chair in the observation room, changing away. A pinkish gray tail began pushing out of his pants above his belt. It stretched out longer, moving about as Sano's arms and legs contracted. His nose upturned and softened, his face continued into a muzzle and his hairline spread down until his head and shoulders were covered with a fine coat of brown fur. The former cop sat right where he was, hacking himself off with his paw as he shrank and changed until he was nothing more than a dog sized rat sitting in baggy bop clothes. He kept going, watching the fun... before he reached over and flicked the light on.

Marcus glanced up as he saw the two way mirror flicker and become clear. To his shock, he saw a rat on the other side as well... but as they met eyes, Marcus groaned sharply. His hand flew over his cock faster as all his memories but sex were expunged, replaced with the experiences of Nestor. Marcus' ears grew larger, his cheeks twitched before long white whiskers pushed out. His nose turned black and rubbery and his torso began to shrink. Every inch he lost in height became more weight around his bell and ass. Marcus groaned sharply, writhing, his ass milking the rat filling him.

Nestor watched as patches of brown fur started to cover the teenager's back and chest and arms. They were sparse at first but they filled in steadily, even, completely. Marcus' hands and feet became paws and he realized how truly great it was to be fucked by the mighty Nestor. The giant rat found great pleasure in robbing the human of his humanity and his future, turning him into something far superior. Marcus' tailbone tilted up as it pushed out, trapped between Nestor and himself, pushed out of the way. His ass cheeks became fuzzy and brown, his balls did as well.

In the observation room, the Nestor that had once been Sano squeaked as his orgasm hit and he sprayed thick rat sperm all over the two way mirror, falling off the stool and onto his back, basking in the afterglow. In the room, the Nestor mounting Marcus was not far behind. He thrust once, twice, three times... and then held it. He grabbed on tight to the transforming human as his balls seized up, his cock pulsed and he unleashed heavy torrents of seed deep into Marcus. Marcus continued changing, taking on the head of a rat, the torso, then the legs. His knees and ankles and hips all shifted, becoming adept to angles he never could have achieved before. The last patches of human skin disappeared beneath the fur and the change was complete.

The two Nestors pulled off of each other and turned, making their way toward the door. The Nestor on the other side had to stand up on his tip toes to grab the door handle, but it was just enough. The door slid open and the three moved out of the observation room just in time to join the thirty five from downstairs as they spilled into the hallway. They moved up toward the front, awaiting their signal and their proper time. They only had one room to go, and the station would be theirs.

****

The main room of the police station had grown quite tense. Reiland had reported that the phones were down and little more, setting down boxes from the storage room down near the entrance. Officers that had been on break never returned, and without the Sergeant, it was rather unclear how they were going to cope with the breakdown of protocol. People were piling up on the front benches trying to see police officers, but even the detective pool was quiet. Reiland moved over to the far wall, checking out the phone system. He studied the labels before he saw the automation switch. It was programmed to report that all phone lines were currently in use... and that is precisely what Reiland flipped it too. One by one, the phones fell silent around the office as the calls were fed into the answering machine. Reiland turned, making his way back to the front door. He glanced one way, then the other before he locked it tight.

"Now." He called out.

Those that had come in to report crimes looked at Reiland in confusion, wondering what he had meant. Even the booking officer was confused... but all across the office, the boxes sprung open as giant rats jumped out. Nestors scrambled every which way. Some people jumped to their feet to try and escape, but Reiland blocked the locked door. One by one they all froze as they made eye contact... and then came the terrible, awful, wonderful sound of a hundred clawed feet rushing on linoleum floors. A herd of Nestors came running out of the back, swarming everyone. Women, children, men. No one was safe, and that much concentrated power reduced the transformation time exponentially.

Thugs shrunk down inches at a time, their heads disappearing into their shirts. By the time they came out the other side, they were already rats. Piles of clothing littered the room as more and more rats joined Nestor's family, becoming Nestor just like himself. Every life had been erased, every identity expunged. Even the Nestors couldn't tell anymore. Some had been canines, some women, some men, some criminals, some civilians... but now there were only rats, only one being, Nestor... A single consciousness repeated a hundred times over.

Silence had fallen over the police station; there was nothing but the sounds of fans and rats. The Nestors looked at each other in celebration. They had done it. They'd neutralized one of the only threats to them. Their next target was clear, but between the various apartment buildings and the police station, their numbers were great enough that they could risk moving out in the open. They were at critical mass. They could swarm the city, transform everyone in their path. No one would be able to stop them, though such victory called for celebration. They had worked hard, and it was time for a little reward. Being of one mind, even if disconnected, the Nestors all arrived at the same inescapable conclusion.

The rats lined up around the room slowly, making a circle. Each rat squeezed up tight to the next rat before they each put a paw up on the rat in front of them, then the other paw... and the circle slowly shrank. Each Nestor lined up to the rat in front of him, their pre-soaked shafts probing the tail holes of the next... and then they started to slide in. The ring of Nestors slid in deep to the next in the ring, sliding in, then pulling out. Each Nestor went the opposite direction to those around them, bouncing between the cock and ass they sandwiched. It gave the ring a most peculiar appearance, as if it was dilating and contracting.

Hundreds of the same being fucked each other, feeling the pleasure deeply, feeling the pride and power of themselves. They were intelligent, cunning, amazing... and they had done it. An entire police station taken without one shot fired, one call made. Everyone had fallen before them. Nestor truly knew he was the superior being, to have come so far so easily. The world would come to serve him; no species would stand in his way. They fucked faster and harder, elated by their own prowess. They panted, they sweat into their fur, their tails twitched. Heat spilled into the room, as did musk. The windows fogged over... and then they came, all of them. Every rat sprayed seed into the next, pumping them all full of cum before they collapsed into a heap on the floor, basking in the after glow. They wanted to nap, but every Nestor knew it wasn't yet time. They had to advance on, they had to get to a more defensible spot, they had to march into the city.... And to convert all they found there. It would be glorious.

The rats slowly disengaged from one another, pulling off, giving whatever cock was closest a playful lick. The rats broke off into three groups. One group headed for the room, another for the kennel door and the third went for the front door. They were rats with a mission, and they were not alone. Every other converted Nestor waited for the police station rats to emerge, and they would continue together, united. They marched on in common stride, their claws tapping evenly and steadily, their tails swaying. There was nothing that could stop them. The only question was how much they would enjoy along the way.

****

Despite the heat, it was a beautiful day for true love... especially true love in the park. Kevin and Janice had been dating for three weeks. They sat on a picnic blanket just at the edge of the shadow of a willow tree. The red and white plaid blanket was soft across the grass. Their picnic lunch was eaten and the two held each other. Kevin had dark skin, the color of milk chocolate. Janice had peach colored skin... and their lips went together like perfection. Her blonde hair flowed in the light breeze as they made out, so very in love... and so very unaware.

The power lines above them were sagging as huge rats ran along carefully. Others swarmed across the streets, others leaping from the roof top onto fire escapes and other roofs. There were muffled shouts in the distance, but no one ever followed up so Kevin and Janice continued kissing and slurping... even as a shadow fell across them. Nestor let go of the wire and dropped, though he had miscalculated. The hundred pound rat slammed through the picnic basket, sending splinters everywhere. Janice screamed and scooted back. Kevin turned to see a dazed rat on his back in leftovers before Nestor turned, gazing into Kevin's eyes. Kevin grunted as the seed was planted. Slowly a lewd and disgusting smile crossed his lips. He turned and crawled after Janice.

"It's okay girl... I'm here... Nestor's here." Kevin muttered, gazing into her eyes. She stopped screaming, calmed, and then murmured, crawling towards him. She wanted to run, but she couldn't. Looking into his eyes, all she could do was go to him. They kissed, but their eyes remained open. Kevin began sharing the corruption inside of him. All around them, other park goers were becoming rats as well. Some changed fast, others slow. For Kevin and Janice, it was rather slow. Kevin's skin turned from dark brown to ashy gray, while his black hair turned brown. His teeth became ragged and his tongue elongated, plunging into Janice's head more.

Janice, however, was having a far stranger transformation. A grayish pink tail was sliding down out of her skirt while her hair fell out, replaced with short dark brown fur. Her chest flattened, her hips became less round... and soon a bulge formed in her pants. Janice moaned into the kiss as she got her first erection. Her vagina had inverted at almost no time. Soon Janice pinned Kevin to the ground, humping him, or what was left of him. His shirt rode up to reveal furry belly, and his body was shrinking. As was hers. As they changed, they stayed relative size to each other, but soon Kevin's tail was thwacking around as well. As the rats swarmed out of the park, Janice shrank down into a rat, a male rat. Her mind disappeared, replaced by Nestor. He felt happy there was one more of him in the world, and he was so happy to look down at another. The couple that had loved each other so much was gone, leaving two narcissistic rats that gave each other a kiss before they rolled onto all fours and scampered away for their next conquest.

****

Soft, wet slurping sounds filled the old Nissan. The sounds came from the two occupants; a nineteen year old boy wearing nothing but shorts and flip flops with black hair, and an eighteen year old boy with a tank top and Speedos with blonde hair. They had told their parents they were going swimming to get away from the heat, but they had driven just far enough away not to be seen and hard started making out. Keith reached over to grope Zach's Speedos, feeling the bulge beneath the neoprene. They had the hot for each other for a year but they had just become boyfriends that day, and damn was it fine.

Zach moaned sharply, his tongue playing with Keith's tongue stud, lifting his hips into Keith's hand. They were broiling in the heat wave, sweat soaked their lithe, skinny chests and muscled stomachs, covered their upper lips and soaked their hair, but they didn't care. They moaned, continuing to kiss. They'd been at it for hours. Zach reached up to caress Keith's chest, circling his nipples, teasing the nubs. Zach's heart fluttered. He felt so damn lucky to be so young and so in love... The two kept working at their kissing, knowing full well they might chap their lips, but it would be worth it.

"I - love - you..." Zach murmured between each kiss.

"You are so-" Keith was interrupted as the car lurched and a heavy thump sounded. Keith and Zach turned to look out the front, gasping as they realized a hundred pound rat had landed on their hood. Nestor gazed in at the two humans, planting a mere seed of his essence in both boys before he turned and jumped down, scampering off to join the others swarming down the street. Slowly Keith and Zach turned to look at each other.

"What the hell was that?" Keith asked.

"I don't know, but wasn't he sexy? That fur, those whiskers..." Zach moaned, moving to resume kissing Keith. Keith groaned, fantasizing about that rat.

"I'd love to have a guy like that crawling ALL over me... I'd gnaw on that delicious tail." Keith panted.

"If you looked like that, I'd fuck you all day." Zach said.

"Well, your whiskers are just as hot." Keith said, leaning into kiss and lick Zach's cheeks as white whiskers began poking out. Keith and Zach resumed their kissing, but their eyes were no longer shut. They gazed into each other's eyes, hypnotizing each other with their infectious powers. Their underwear bulged as their balls grew furry. Fur crept up from Keith's treasure trail to cover his stomach and chest before his belly bulged out. Both boys grew shorter in the car seats, kissing away. They could feel their teeth change, their tongues as well and even their lips.

Zach crawled over to sit on Keith's lap, humping him. The two rubbed together, grabbing on. Zach's fingers stretched long and thin, growing claws. Keith's black hair turned brown and he grew a fuzzy beard that soon covered his whole face. Both boys gained thick, round ears and humped more wildly. As Zach's spine and shoulders shrank, his tank top got baggy, but he kept going before he used his new claws to slice open his garments, then Keith's. Two fat rat cocks spilled out and the boys began humping wildly, reinforcing their changes, speeding them up as they gazed at each other. Their faces pushed into muzzles, thick graying pink tails coiled around their backsides, even Keith's feet changed in his flip flops.

Before long the two rats pulled their muzzles part and looked at each other in satisfaction before they opened the doors to the car and hopped out, landing hip to him with more of their kind. They lost each other in the crowd, but they had lost their identities as well. They were all Nestor; they were all one and the same. All that mattered was pleasure and there was much to have with themselves... and much to have with the rest of humanity. They marched on with great glee, heading toward their next target. In the distance, the barbed wire fence of the military base beckoned.