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Ratwheels

A Teenage Mutant Ninja Turtles fanfiction

By Gideon Kalve Jarvis

Commissioned by Lord Griffin

Author's Note: This should be considered an alternate reality version of the series produced by Nickelodeon, which should explain any discrepancies in character traits. All characters are copyright Mirage and Nickelodeon Studios. No commercial profit is made from this work.

April was on edge. Of course, she wasn't the only one, not by a far sight, as the Turtles were at least as much on edge as she was, each of them dealing with their tension in his own way. For April, though, the tension was somehow deeper, more intense, and in ways she'd never considered before. It was as though the sudden loss of someone had made her finally confront the reality of her own feelings for the one who had been lost. With all the Turtles spread out, searching the sewers or letting off steam, April was left alone. Alone to deal with the most horrible reality of her young life.

Splinter was missing.

As April walked slowly home, back to her townhouse at the end of a long day, her eyes remained ever downcast, hardly noticing anything around her as she unlocked the front door and started inside, up the stairs. For the Turtles, Splinter's sudden disappearance was a shock, certainly, but none of them seemed nearly as concerned as April. The redheaded teen supposed this made some sense, since the elder mutant rat was a more powerful combatant, a more keenly-trained ninja, than any of his four pupils. Of them all, Splinted was the one who could most easily take care of himself. That he had left suddenly, silently, and without a word or note to indicate where he'd gone was slightly troubling, but as there were no signs of violence, the Turtles had eventually decided that Splinter must be doing something very personal, and had gradually settled into a slow wait as one week had extended into two.

April, though, wasn't satisfied with that answer. She's only just started to train under the ninja master, and as she'd started her training, she'd begun to develop an...appreciation for him, an appreciation that she knew none of Splinter's other students had. As a young, healthy teenage girl, April's feelings were only just starting to bud into full maturity. Sure, Casey Jones was cute and all, even if he was kind of a dork, and Donatello was a sweet guy despite being such a nerd, but April had to admit, there was something compelling about a mature, seasoned man. Splinter, despite being a rat, had a powerful charisma about him, a force of personality, a passion that extended to everything he did. Each time April had trained with him, she felt that passion, felt that power, and was compelled by it, captivated, utterly enthralled. Now that he was gone and her training had been taken up by the Turtles instead, April felt the change keenly. She felt the need for Splinter again, for a strong, stable, mature hand to guide her, to temper her passions, to tame her wild heart and tune it to perfection.

Though she wasn't an expert by any means, April had to admit: she was in love.

It was a new feeling, being in love. Sure, April had a crush on Casey and Donnie, and liked them both equally, something she knew was leading up to a clash between the pair, a clash she didn't know how to prevent because she wasn't ready to choose between them. But with someone like Splinter, it was hard not to describe her feelings for him in terms that weren't related to love; he was just too powerful, too potent, too awe-inspiring for lesser words, or for lesser feelings. Setting her mouth into a thin line, her smooth brow furrowing slightly as she came to a resolution, April pushed open the door to her living room and stepped inside. Whatever happened next, she was going to find Splinter, no matter what it took.

As though in answer to her silent inner determination, April's eyes almost immediately went to the table in the main room. On it was an envelope, slightly stained with water. The front of the envelope was labeled simply "April O'Neil" on the front side, and, when she turned it over, "RK" on the back.

RK? April didn't know anyone with the initials "RK." Frowning, her mind working fast as she started to open the envelop, suddenly April's eyes began to widen as she realized who she knew that had those initials, and she hurriedly tore the envelope the rest of the way open, desperate to see the contents.

The Rat you know as Splinter has come to me at my command, began the short letter. Come to the following address at the docks at midnight if you want to ever see the Rat again. Come alone.

That was it, except for a pier number. April crumpled the note with a spasmodic clenching of her hand, clenching that was mirrored by her teeth. How could this happen?! She thought the Rat King was gone! But then, so did the Turtles, and Splinter, and, well, everyone. Like true rats, though, Rat King was clever, and he was a survivor. As she calmed herself down, the freckled teen had to admit, it wasn't at all unlikely.

So what to do about it? Wasn't that the big question? Problem was, April didn't have an immediate answer. Going alone to the docks, late at night, was like asking the Rat King to get away with whatever it was he was planning. Going to the Turtles, though, could mean death - or worse - for Splinter, and as much as April liked to play the part of a hero, she couldn't live with herself if anything happened to Splinter. The last few days had told her that much quite plainly. No, if she was going to do anything, she couldn't risk losing the one that she loved, no matter what.

Heaving a long sigh, April hurried around the apartment, tossing things she thought she might need into a duffel bag. A baseball bat Casey had given her joined some sandwiches and power drinks and a flashlight, as well as a first aid kit, a Swiss army knife, and a few other lesser items. She didn't know how long she might end up being out there, so it was best to be ready for something long-term, in case the worst-case scenario played out in the worst possible way. Once she had all her gear together, April tossed the bag over her shoulder, and headed out. After all, it was a long walk down to the docks, and she didn't want to keep Rat King waiting. Not with Splinter's life on the line.

*

"You can't resist forever," said the being that had once been Victor Falco, but now was far better known as the Rat King. "You've held out so long, but now...now there's no point. Why do you continue to resist?" He turned, his long-fingered hand, mostly covered in bandages, stroking through soft, well-groomed brown fur covering trim, tight muscles beneath. "I've given you assurances for your 'sons,' and so you don't need to fear for their lives, as in times past. And what is this city to you? The humans have cast you out, and couldn't care less about you. Ah," the bandage-faced man smiled, his fingers cupping the underside of a well-defined, furry chin. "Now I see it: you haven't given up your humanity yet. Foolish." He released his subject's chin casually, almost contemptuously. "You're not human anymore, Rat. You know it, too. More than that: you revel in it. Your senses, your instincts, they're so much more keen than as a human. So free from the interference of inane rational thoughts and human codes of conduct. The code of the rat is the only path you need to follow now. It is the only path that will lead you to true satisfaction."

"Splinter?"

The voice was that of April O'Neil. Rat King turned, smiling slightly beneath his bandages as he saw the girl. Her blue eyes were wide, a deep flush on her freckled cheeks as she gaped at the one Rat King now called Rat (Splinter, after all, was the name he'd had before he'd come under Rat King's care). Rat was bound to a wooden pylon thrusting out of the docks, something to which ships had been moored in years now long gone. He was naked, his beautiful, powerful body on full display. Including his magnificent breeding apparatus. In all honesty, the Rat King admired and even envied Rat his proud organ. Even flaccid, it was exquisitely sizable, free-hanging like it had been before his transformation, and startlingly smooth and pink. It was hardly any wonder that April couldn't seem to take her eyes off it.

"Hello, April," said the Rat King, turning fully to look at April, reluctantly drawing her attention away from Rat's naked body, the same way she was reluctant to stop looking. "I hoped you'd come. And alone, too," he added, tilting his head slightly, as though hearing voices inaudible to human ears.

"What have you done to Splinter?" demanded April, holding Casey's baseball bat in both hands, a flashlight clipped to the waistband of her jeans shorts, starting to slowly advance toward Rat King, until he raised his hand, silently warning her not to come any closer.

"He's not in any pain," Rat King assured April. "Quite the opposite, actually. He'd rather I was torturing him right now, I think, since he'd know how to react. Then he could call me his enemy with ease, and we'd fight, and I'd probably lose again. But that's not how I'm going to do things this time." Fearless, seemingly heedless of the bat in April's hands, Rat King started to walk forward, becoming more clearly visible as he stepped into the light of her belt-flashlight. "This time, I've decided that I need your help."

It was about this time that April started to realize the Rat King was a great deal different from the last time she'd seen him. Before, he'd been hideous under his bandages, looking more like a walking, rotting corpse than a living, breathing human being. Now, however, April could see clean, healthy skin showing beneath the bandages that still wrapped his face and hands and much of his body that she could see beneath his long overcoat. He was missing the broad-brimmed hat he'd been wearing before, and she could see black hair with grey streaks along the sides visible beneath the bandages wrapping Rat King's head.

"Yes, I've changed," Rat King admitted with a smile, an actual smile, rather than the hideous gap-toothed grimace he'd had before. "I've grown better, stronger. I realized I was losing myself, becoming...lost in the minds of the many. I had to change, or I'd have gone mad." He motioned down his body. "So I found ways to heal myself. It wasn't easy, of course, and it's not quite complete, but I'm a far better man than I ever was. Not just in body, though," and then he took another step closer, letting April see his face clearly, her breath catching at his hawkish, predatory good looks. "In mind as well. And as my body and mind have improved, I've realized: why should I force others to follow paths that bring them pain, misery, and suffering? Why don't I just let them have what they want? What they truly want."

His eyes met April's, and the redheaded teen took a half-step back, feeling her heart pound in her chest. There was something new about Rat King, all right. Something strange. Something powerful. He frightened her, just like he had before. But now the fear wasn't because of his appearance, or because of any physical menace, or even because of the rats she could see scurrying around at the corners of her vision, keeping out of sight as much as possible, waiting for their master's command to come forward. No, now she was frightened because Rat King had a raw animal magnetism that he'd lacked before...and it made him attractive, in a dark, forbidden sort of way.

Then again, April had a crush on a giant humanoid rat, and was crushed on by a humanoid turtle. She wasn't exactly in any position to call something forbidden at this point.

"What are you planning?" April asked, her eyes turning back to Splinter, her freckled cheeks flushing more deeply as she looked the handsome humanoid rat over while he dangled limply from the ropes binding him to the wooden pylon. "Taking over the city, same as last time? Try to turn everybody into your rat mutant slaves?"

"It's not as wicked a thing to want as you might think," said Rat King in his smooth, soft voice, deftly, subtly stepping to the side, removing himself from between April and Splinter. "And not nearly so vile. Think about it: what's the real difference between a rat and a human?" As he spoke, Rat King smiled, letting his presence loom to April's side, and soon behind her, using that presence to gently urge her forward, guiding her step-by-step toward the pylon where Splinter was bound. "It's honesty, April. Humans lie to each other, lie to themselves, and as they lie, they deny what they and others really want. A rat is honest. Rats may do everything a human does, but a rat doesn't lie about desire. A rat, whenever it gets the opportunity, indulges itself, enjoys_itself. Steeps itself in every ounce of pleasure there is to be had, and sucks the juices out of life. How many humans can say they really even know what they want, after all the time they've spent lying to themselves? But rats...rats _know."

April was within arm's reach of Splinter now. In her chest, her heart was pounding, and she licked her dry lips. She'd never been so close to a naked man in her life. Yet here was her teacher, someone she respected probably more than anyone else in the world, naked, helpless, and completely at her disposal. Was Rat King influencing her? The thought made April's lifted hand pause, mere fingerspans from Splinter's trim-muscled chest. Could the Rat King use mental control on humans now, the same way he did on rats? Did April really have complete control of herself right then? Was this really her choice?

"Why are you hesitating, April?" Rat King asked, and she turned her head, looking at him as he stood in the shadows, watching her, his long coat billowed out around his slender frame.

"You're controlling me, aren't you?" April asked, her expression turning angry as she turned to face the bandaged man. "Making me think...things about Splinter."

"What sort of things?" asked the Rat King, his smile strangely reassuring, his voice not at all the threatening rasp it had once been. April's whole body felt as though it were about to burst into flames as the was faced with the Rat King's question...and the answer that immediately came to mind.

"N-nothing!" she declared, taking a step away from the Rat King...only to feel her jeans-clad bottom press back against Splinter's groin, making her gasp in shock at the firmness she felt prodding her, and the moan she heard in her ear as Splinter roused slightly from his stupor, his hips arching forward and up. Grinding himself against her lithe young body. "Ah!"

Jerking forward, April stumbled in her startlement, then went to her knees, the bat in her hands clattering away into the darkness. Looking up in panic, April saw the Rat King exactly where he'd been before, neither approaching, nor withdrawing. His expression was kind, even pitying. He pitied her?! But he was a freak of nature! Even more horrible and monstrous than...

She'd been about to compare the Rat King to Splinter. But she didn't think Splinter was monstrous at all, did she? No...no she didn't.

Lowering her face to her hands, April shook her head, a soft sob forced from her throat.

"It's all right, April," said the Rat King in that soft, seductive voice. "It's all right. No, I'm not controlling you. I can't control humans...at least, not yet. That's why I want Rat here to serve me: he's a perfect melding of human and rat. With him in my power, I can work through his mind, reach out to the minds of humans as well as rats. Then, the city will be mine. Then, the city will be free.

"The reason you feel as you do is simply because you love Rat. You want to mate with him, to share passionate, carnal pleasure with him as you never have with anyone else. But you're not supposed to feel such things, not supposed to even consider them. It's unnatural; degraded; perverse."

"Yes," April admitted, lowering her hands, but not yet lifting her face, still on her knees, held there by the heavy weight of the truth in the Rat King's words.

"You start to understand, then, what I mean by setting humans free? By giving them what they want? Perhaps I will be king of this city's humans, the same way I am king of the rats. But is that so wrong? Is it wrong to give people what they want, when they wouldn't admit to themselves that they wanted it in the first place? Is it wrong to help humans be as free as the rats who live below their streets?"

"I don't know," April admitted in a half-sob, turning away from Rat King...and toward Splinter. Still on her knees, April's eyes widened as she found herself staring straight at the sizable, free-hanging pink shaft dangling within easy reach of her hands...and her mouth. He was still flaccid, April noticed, but slightly swollen, as though right on the verge of springing to the full erection she'd learned a little about in her sex ed classes at school, and much more about from the stray bits of porn she'd encountered on the Internet.

"Ah, now I think I understand," said Rat King with a note of epiphany in his voice. "You're stepping into unknown territory. Exploring the truth of what you've always wanted, and always denied to yourself. You don't know how to proceed, do you?" Almost unconsciously, April shook her head. "No fear: I have someone here who will show you what you should do."

Hearing a soft clicking of nails on wooden planks, April looked up, tearing her eyes away from the sight of Splinter's magnificent manhood to see who - or what - was coming closer. Gasping softly, April almost started as she saw the one that Rat King had summoned: it was a She-Rat! Humanoid like Splinter, and just as well-formed, a slender, white-furred female crept from the shadows on all-fours. In the reflected light of the few street lamps around the docks, her fur seemed luminous, her red eyes glittering as she drew near, her pink nipples standing stiff and erect through the short, soft fur of her perfect, rounded breasts. Holding perfectly still, April looked into the strangely pretty face of the She-Rat, who sniffed April in return, then smiled.

"H-hello?" April ventured, but She-Rat only cocked her head to the side, apparently unsure of how to respond to the greeting.

"She's not terribly intelligent, I'm afraid," Rat King explained. "At least, not the way humans measure intelligence. But she's wise in ways you've yet to even consider. I made her to be Splinter's mate, to be the one to draw out his primal instincts, for once he accepts those instincts, he also accepts me. He didn't want her, though, at least, not as he is now. He has some notions of human restraint still left in him, and they hold him back from embracing his true self." April glanced toward Rat King, noticing how he'd somehow approached her, was standing only a matter of steps away from her, all without her even noticing the movement. "It's because he's not ready for an animal mate, at least not yet. What he wants, what he really wants, is a human mate. Young. Sweet. Beautiful. Smart." April didn't turn again, but she could feel Rat King getting closer with each word, until she knew he was right behind her. "The mate he wants, April...is you."

April opened her mouth, though she didn't know what she was going to say. It didn't really matter what she said, she finally decided: the Rat King's words were the truth. Before she could completely close her mouth, however, the She-Rat leaned forward, and kissed her full on the lips.

"Mmph!" exclaimed April, starting to pull back, only to feel Rat King's strong hand on the back of her head, while She-Rat's hands roamed her upper back, pulling her in closer as She-Rat's tongue stroked against April's own. "Mmm," she began to moan, losing herself in the moment, her eyes growing heavy-lidded, her freckled cheeks growing flushed, her inner thighs...embarrassingly wet. Her panties were soaked!

"That's it, April," whispered Rat King in her ear, his softly seductive voice lulling her mind into a state of near-total submission, even as she felt his hands stroking down her back, toward the button of her jeans shorts. "Let us bring you pleasure. Then you'll understand. Then you'll know why I want to free all of humanity...just like I want to free the one you love from his own inner bondage."

Risking herself, April opened her eyes, looking beyond where She-Rat was kissing, her toward Splinter. The muscular, brown-furred rat's eyes were open, and he was watching with rapt interest as April felt She-Rat starting to cup and squeeze her breasts through her jersey, as Rat King unbuttoned her shorts and started to unzip them, gently shimmying them down over her hips, taking her black leotard and white panties down at same time. Rat King seemed to have a measure of restraint, however, and stopped short of pulling April's shorts and panties all the way down, stopping instead once he'd exposed half the tight crease of her bottom and the taut dimples just above her buttocks in the rear, and the smooth-waxed expanse of her pubis from the front, without quite revealing the snug indentation of her tight-pressed labia. She-Rat, on the other hand, wasn't the sort to restrain herself when she was having fun. Instead of being satisfied with groping April through her shirt, the strangely beautiful female mutant slipped her hands up beneath April's shirt, pushing April's jersey and black undershirt up enough to bare her navel and the swelling underside of her pert, upthrust breasts, before her hands closed over naked skin, making April moan even more loudly as she started to kiss She-Rat back.

April wasn't the only one growing aroused by all of this action: Splinter was also showing signs of deep interest. At least one part of him was, and April couldn't keep her eyes from locking onto that perfectly-formed, rapidly-swelling length of hard pink ratcock. It was strangely beautiful to her, almost as much a work of art as an instrument of breeding. April had heard that sex was intended primarily for procreation, but looking at such a magnificent penis as Splinter's, she couldn't imagine making babies being the only possible use for such an organ. As Splinter's penis reached full erection, pointing slightly upward above a pair of testicles each the size of chicken eggs, April knew it for what it was: an instrument full of the promise of the most exquisite sexual pleasure, even greater than what she'd already learned to enjoy through her private acts of self-exploration.

Suddenly, She-Rat broke her kiss with April, and April felt Rat King kneeling behind her, his hands on her shoulders. Without turning her head, she could feel where his eyes were directed, because they were the same place she was already looking: straight down the barrel of Splinter's smooth, long shaft.

"Go ahead," said Rat King, his grip on April's shoulders light, not restraining her at all. "You know I'm in no position to judge you. Not here. Not now. Not ever."

What the Rat King said, of course, was only the simple, honest truth: he was a freak, just like all the other freaks April hung out with. Who was he to judge her, even if he were so inclined? All the same, she hesitated for a long moment longer, still torn over what she should do. She'd seen videos of some of the things she'd like to try out with Splinter, while he was both helpless and very ready for what she had in mind. But a video and the real thing were very different animals entirely.

She-Rat slid smoothly into the gap created by April's indecision, moving to kneel before Splinter as he dangled from the ropes binding him fast to the pylon behind him. The white ratgirl glanced at April once, smiling in a reassuring way, even as her dainty, pink-skinned fingers wrapped around the gorgeous length of ratcock. Turning her full attention to Splinter's member, She-Rat started to flick her tongue over the plump, swollen tip, and then to swirl her tongue in circles. Actually, as April watched, fascinated, she saw that She-Rat's tongue was as dainty as her fingers, something she especially noticed as the ratgirl teased her tonguetip into the little slit at the tip of Splinter's cock.

Too caught up in the heat of the moment, April didn't even try to resist as Rat King's hands stroked down her bare belly, caressing the smooth, flat expanse of her tight-muscled tummy. Then those long, skilled fingers were slipping beneath the waist of her jeans, then into her panties. Almost immediately, her whole body tensed up as Rat King curled his fingers against her sopping wet slit, the heel of his palm rasping against her swollen clitoris.

"This," he murmured in her ear, his fingers easily stroking her labia apart, then teasing against her hymen, "will be Splinter's."

She-Rat was bobbing her head now, making eager little squeaky noises as her long, naked pink tail hiked, exposing her own tight pink cunny, and the tense little tailpucker just above it. Looking down at the other female's sex, April realized something in a moment of lucidity.

"She's a virgin, too," she whispered, feeling Rat King's nod of affirmation, even as she felt his hands peeling her clothes down, leaving her naked from the waist down. Her misgivings fading fast, April moved to help Rat King undress her, arching her lithe young body back and into his wiry-muscled form, feeling the mutated human's hard erection through his slacks.

"Both of you are ready for your first breeding," murmured Rat King in April's ear, nibbling the base of her neck, making her gasp at the intimate contact even as he smoothly lifted her shirt and undershirt, peeling them off then tossing them aside, leaving her entire body completely naked save for her clunky boots. Her wide, puffy nipples were so erect it hurt, and she could feel goosebumps tingling along her freckle-dappled skin everywhere Rat King's hands touched her.

"Go on," he urged. "My She-Rat is eager to share."

With so many powerful, primal signals hitting her pubescent brain so hard, so fast, April didn't resist the gentle nudge to her back. Immediately she went to all-fours, her freckled cheeks deeply flushed, before she started to crawl forward, toward Splinter and She-Rat. As she crawled, April glanced back at Rat King, smirking as she saw him checking out her equally-freckled rump cheeks, and then deliberately flexing them, making them work and sway as she made her way toward where Splinter dangled from the wooden pylon, ropes wrapped tightly around his beautiful, muscular body. She-Rat noticed April approaching out of the corner of her eye, and immediately the sweet-faced ratgirl moved to the side, popping Splinter's penis out of her mouth, before tilting it slightly toward April's face, offering it to her. April's eyes fixed on the very tip, even as a thick, cloudy drop of precum beaded there. Almost without thinking about it, she leaned forward, and licked up that droplet, then wrapped her hand around the thick, smooth base.

"Don't mind if I do," she whispered, mostly to herself.

*

So hard to think...

Splinter's world was in turmoil, the very core of his being shaken once more by the Rat King's psychic assaults. Of course, Splinter had beaten those assaults in the past. His mind was stronger than that of the Rat King, his will more mighty. There was no way for the Rat King to overwhelm Splinter's force of personality, his calm, Zen mastery of mind and body and soul. Rat King always tried to dominate Splinter's rat self, but that was only a part of Splinter's whole being, and without taking control of the whole, Rat King had no hope of making Splinter serve his will.

What Splinter hadn't counted on, however, was Rat King taking this new route. Instead of trying to simply brute force his way into Splinter's mind, as he'd done before, Rat King had actually sought a new route past the mutant sensei's will: by unifying his psyche into a single whole.

Under any other set of circumstances, this unification of his human intellect with his rodent instincts would have been an act of healing, rather than a hostile takeover. Truthfully, when Splinter had first felt the gentle nudging of a presence while he'd been meditating, accompanied by the image of a spinning circle with black and white spokes, he'd actually thought that presence had been benevolent, intending to help him somehow, even if he didn't quite understand what it was doing. Acting on the impulses he'd felt from this presence, Splinter had gone through the sewers without telling his students where he was going, following the teasing emanations of the presence that offered him unity, a wholeness of soul that he'd never even considered could exist before that moment.

To discover the Rat King at the end of the sewer line, in an old warehouse near the docks, was the ultimate shock of Splinter's life! How could a monster like Rat King have shared such positive, uplifting messages? How could he have possibly led Splinter to believe, for even a moment, that his intentions were somehow good and right?! Hardly any effort was required for Splinter to make the mental leap, and realize that Rat King intended to use him as a sort of conduit, a passage through which Rat King could bridge the gap between rats and humans, extending his control to every creature in the city, human as well as rat.

Splinter's difficulty thinking had begun shortly after he'd entered the warehouse. There was something in the air...something almost like a scent, but deeper, more laden with meaning than anything he'd encountered before that moment. Rat King had started to explain something to Splinter then, something about wanting to free him from the lies he told himself, to let his more honest, rat side come to the fore. He'd invited out a slender, pretty-looking ratgirl, hardly older than April...and the feelings he'd sometimes experience around April, but had always quickly squelched before they could become a distraction, came more powerfully to the fore as the She-Rat got closer to him, that scent which was not a scent growing steadily stronger the nearer she got. With the heightened sense of distraction, the image of the spinning circle with its dark spokes reappeared, unbidden, in Splinter's mind, the movement of its spin soothing, hypnotic...

No!

He'd yelled at the ratgirl, had driven her off in fright. Of course he hadn't actually hurt her - he could tell immediately she wasn't hostile, was an innocent in this matter, a pawn in Rat King's wicked schemes to confuse him, to dominate him. But he would never yield!

Sealing his will against Rat King's continuing entreaties, Splinter had fought. Rat King had more of his large, burly mutant rats with him, these more...humanlike than the ones he and the Turtles had faced before. More intelligent. More powerful. All the same, Splinter had fought them back, feet and fists blurring at times with the speed and force of his attacks...until She-Rat had suddenly run forward, and wrapped her arms around his waist, looking up at him with pleading, beseeching eyes.

April was there, then, kneeling before him, her arms wrapped around Splinter's waist, begging him not to fight anymore, telling him that Rat King only wanted to help him become truly happy.

Lies!

Before Splinter could shake off the image Rat King had planted in his brain, however, the huge rats were all over him, pinning him down. His mind was groggy then, his defenses not as strong as they should have been. He'd let himself become distracted by that not-scent, had let himself indulge in emotions and instincts, when only the cold steel of Zen meditation should govern his thoughts and order his mind.

Clothes ripped from his body, Splinter had shuddered as the She-Rat had eagerly stroked her delicate pink hands over his naked musculature, her eyes wide, her expression awed. There was nothing he could do as he was bound securely, his wrists behind his back, his ankles together, then pushed to his knees. Nothing, that is, except to close himself off as best as he could. Rat King was inside his mind, keeping the image of that spinning circle before his mind's eye, and try as he might, he couldn't force the rodent overlord from his neural passageways. But even if he couldn't stop Rat King from reading his mind, his memories, his impressions and prior temptations, he could cling to control of his emotions, refusing to let Rat King have his way with his feelings, with his instincts.

Discovering that he wasn't growing erect, the She-Rat had given Splinter the most heart-wrenching, plaintive of looks. She'd _wanted_him...the same way he wished April wanted him...no! He wouldn't think that! Couldn't think that! It was wrong, obscene, perverse! She was so much younger than him, and even if she wasn't, he was...a freak. April shouldn't have feelings for a creature like him.

"That," Rat King murmured in his mind, his voice so much softer now than the commanding, demanding shouts of the former times he'd tried to dominate Splinter, "is where you are wrong."

*

Feeling something wet and warm engulf his manhood, Splinter opened his eyes. They widened immediately as he saw who it was taking his penis into her mouth: it was April! Her blue eyes turning up to meet his own brown ones, April's cute, freckled face was filled with...she was hopeful? She wanted his approval! Letting his eyes follow the curve of April's body, Splinter indulged himself, admiring her small, pert breasts with their large, puffy nipples, each a delicate pink color, like the center of a cherry blossom. Those freckles were present on her upper breasts as well, where the sun had touched her in those spots where her shirt didn't cover all the time. Gaze shifting slightly upward, Splinter noted that similar freckles were present just above the rounded swell of April's small, heart-shaped bottom. That bottom was thrust outward slightly as April rested it on her knees, and Splinter could easily imagine his hands gripping such perfect, petite globes, parting them, could easily imagine her taste in his mouth, sweet and pure and juicy - he could smell her from where he was!

"April, please!" Splinter gasped out. "What...what are you doing?"

"What I've wanted to do for a long, long time, sensei," April answered, the words mumbled slightly as she pulled back a little on his cock, before looking up at him, worry in her expression. "Am I not doing it right? It's my first time, I know, but..."

"No, no, it's not that," Splinter reassured April without thinking, not wanting to hurt her feelings, especially not when his teacher's mind recognized that she was indeed doing a good job. "You were doing well. It's just that..."

Splinter's whole body shivered as April ran her tongue up the underside of his shaft, tilting it upward in order to better reach his rigid male flesh. Precum dripping copiously from the tip of his penis, April leaned in to lap it up, before passing his cock back to the pretty She-Rat...and now, with the two females side-by-side before him, Splinter realized why he'd been so immediately protective of - and interested in - the petite white ratgirl: remove the snowy fur, and the rat's head, and her body was the spitting image of April! Even their bottoms were identical, thrust outward behind them as they both leaned slightly forward, greedy for the taste of his penis...but not so greedy that they weren't willing to share. And their scents...

"April, this is wrong," Splinter tried, forcing his voice to remain calm, steady...mostly. "I'm far too old for you..."

"You're not that old, sensei," April countered with a smile, leaning in to kiss his tensed stomach, even as the She-Rat began noisily sucking on his shaft, bobbing her head as she tried to take as much of him as she could. "And besides, that just means you're more experienced.

"I'm your teacher, April..."

"My favorite teacher ever," April responded immediately. "Which is why it's only right that you should be the one to have my virginity. Why I want you to be the one to teach me about sex."

"But April, you're...I could get you pregnant!"

"We both want your babies, sensei," came the answer, and as she gave it, April turned to the She-Rat, who released Splinter's penis to lean in, the two girls kissing deeply, passionately, their hands reaching out to caress each others' breasts. The sight was enough to make Splinter moan softly, involuntarily thrusting out his hips from where he was tied to the wooden pylon behind him, hard spurts of precum jetting onto the breasts of the two teenagers, before they happily licked up every drop, then turned to press his rigid shaft between those same breasts, creating a tight seal.

"But I'm a monster!" Splinter declared finally, his words torn from the anguish of his soul.

As he said the words, admitted his inner self-loathing, brought on by the mistakes of his past as much as by the changes his mutation had brought to his body, Splinter realized he could feel Rat King in the background of his mind. At first he clenched his will, ready to do battle with the alien presence touching his soul. Then he realized Rat King wasn't forcing anything upon him, wasn't trying to usurp control of Splinter's mind and body like he'd done twice before. Instead, Rat King was the one who'd coaxed up that dark, hidden truth from deep within Splinter's psyche, had freed it from where the ninja master had hidden it deep, concealing it from even himself.

April's expression was one of sweet forgiveness. Splinter had bared all he was to her at last, had revealed that darkest, most secret part of his soul, the part of him that he'd never shared with anyone before. All the unworthy thoughts and emotions of his past came bubbling to the surface, and Splinter opened his mouth, determined to drive April away, to tell her exactly what sort of a failure he truly was, a creature that didn't deserve love.

Her lips against his, her hard nipples rubbing against his firm chest, April silenced Splinter's words. Soon, as her tongue entered his mouth, and he felt himself starting to kiss her back, moving his mouth against hers, Splinter's self-doubts and recriminations were also silenced.

Pressing her thighs together, April trapped Splinter's perfect pink penis between the tight squeeze of her supple flesh. Moaning passionately as she continued to kiss him, she started to buck her hips, thrusting against him, feeling her so-sensitive nipples rub through his soft, well-groomed fur, feeling the solid bar of his shaft pressing tightly against the cleft of her cunny. Desperate now, the tension of feeling that exquisite implement of breeding so very close to the entrance of her girlhood, ready to take her virginity with the slightest upward tilt, the merest minor adjustment of her angle of thrusting, even a tiny mistake...

Buttery girlish juices thoroughly coating Splinter's cock, the virile ratman couldn't hold himself back any more. Suddenly, everything came crashing through, and all the pent-up desires of decades without a woman to ease the needs of his body, coupled with the release of as many years of self-loathing, replacing both with acceptance. Yielding to April's needs as much as his own, Splinter started to thrust his hips, the slight curve of his penis making his shaft tease along the inner crease of April's tight, toned, clenching buttocks, leaking copious precum all over her delicate pink skin and the face of the white-furred She-Rat below.

_Gasping_suddenly, April's whole body shuddered as orgasm caught up with her in an unexpected rush. The added stimulation of Splinter's thrusting had driven her over the edge before she'd even known she was that close to it. And he still kept thrusting! Unable to hold her voice back any longer, April started to moan, to wail, to squeal, her sweet voice raised high as her legs started to tremble, her whole body jerking as a bright sun seemed to go off inside her stomach. She hadn't even put his penis inside her yet!

Moments later, April felt Splinter tremble as well, heard his deep-throated, masculine grunt in her ear, saw the tension on his face as he grit his teeth, his expression somehow making him just that much more handsome. Then she felt thick, hot, high-pressure ratcum gushing against the tight-pressed, sopping wet lips of her cunny, just as Splinter pulled back just enough for the perfect angle. At the first touch of Splinter's cum against the most precious, delicate part of her body, April grabbed onto Splinter's shoulders and screamed!

Fainted. She must have fainted, if only for a moment. She-Rat was there, kissing April's neck and cheek, helping her slowly to the ground. April's legs weren't working right then, that was for sure. Her inner thighs were so messy...so much cum...she wondered if any of it had gotten inside her. Was it enough to get her pregnant?

With the thought of having Splinter's baby making her mind swim with even more intense arousal, April hardly noticed as She-Rat slipped away. She noticed, though, when She-Rat started to lick up the cum splattered on her cunny, though! Crying out, her moans of passion rising once more, April's hands bunched into fists on the wood of the docks as she bucked her hips, lifting them right off the planks, utterly heedless of the erotic show she was putting on for both Splinter and the Rat King.

...well, maybe not _completely_heedless.

Pushing She-Rat away, too sensitive right then to be touched down there, April rolled over, then rose to hands-and-knees, thrusting her toned bottom toward Splinter as she did so, presenting herself like a she-rat in heat herself. Rising, April turned, then looked down, her blue eyes wide as she saw Splinter was still 'up,' still erect and throbbing to the beat of his heart with arousal.

Curious about what it must look like, the moment of orgasm, April cupped Splinter's heavy sac, caressing it, making Splinter moan. Encouraged by this reaction, April moved her hand up, wrapping it around the ratman's perfect shaft, stroking him. At first she took it slow, looking down to watch how that fine male organ slid between her fingers and thumb, just savoring the moment. Splinter's precum was soon coating her hand, many thick, heavy drops falling to the boards beneath them, splashing one after the other in rapid succession. She tightened her grip a little, and marveled how such a slight change could make such a strong, powerful male arch his hips forward with a loud, needy moan.

"It's been a really long time for you, huh?" April said, dawning realization coming to her, as the reason for Splinter's intense need, his seemingly endless supply of cum, came rushing into her mind. "Don't worry, though - me and She-Rat are here for you. You can do anything to us. Anything."

Thoughts filling with images she'd gleaned from the Internet, but with Splinter in the place of the boring human men, April squeezed one hand between her thighs, giving a high, girlish cry of pleasure. At the same time, she started stroking Splinter's ratcock harder, faster, her eyes fixed on that gorgeous, throbbing length.

She wanted to see him cum.

Hyper-sensitive now after his first orgasm, his mind a strange fog of passion and carnal desire and overwhelming instinct, Splinter bucked his hips in time with April's pumping hand. April didn't want him to hold back, and Splinter knew it, could read it in the set of her face, in her determined, eager expression. More than simply wanting to please her, however, another part of Splinter's mind could sense that, though April probably didn't even realize what she was doing, she was testing him, seeking to prove the virility and potency of the male she'd chosen to fill her receptive, untouched womb with sperm. And he _would_prove his worthiness to her! He was strong, powerful, an experienced male, wise in the ways of the world, well able to satisfy this young, needy, untried female.

Lips curling back as he gave another deep, throaty grunt, Splinter let the pleasure overtake him. Eyes wide, April knelt before him, eager to watch the first spurts of thick ratcream spray out in a long arch. Then, suddenly possessed of a desire not to see Splinter's cum wasted, April thrust her head forward, feeling a spray of cum against her cheek and dribbling down her chin before she wrapped her lips around his glans. Cheeks filling out, throat working, April's eyes grew heavy-lidded as she fought to swallow every last drop of Splinter's cum.

It tasted like an especially thick, nourishing chicken broth, April thought to herself.

The second orgasm petered off at last, despite all of April's eager coaxing with her tongue, and finally she reluctantly released Splinter's shaft from her mouth. He was still hard, though, and she smiled up at him, her hands lifting to caress his balls, feeling how swollen they still were, how filled with so much life-giving male milk. Yes, Splinter was still more than able to provide her with his half of the babies she desperately wanted him to give her, with increasing need every second that passed, until it was almost like a small furnace in April's stomach, a searing ache that she instinctively knew could only be quenched by the semen of the most potent, virile male she could find. That male, of course, was Splinter.

So this is what it felt like to be "in heat." No wonder She-Rat was so willing to do anything for Splinter.

She-Rat's hand was on April's shoulder, gently pulling her away. At first April resisted, but only for a moment. Then she looked at She-Rat's earnest expression, and then toward Rat King as he began to walk forward, out of the shadows, and she nodded. Rat King wanted to talk with Splinter now, but he wouldn't be long. April knew that Rat King wanted her to be happy, wanted her to have exactly what she had already started to get. Looking into Rat King's eyes, April had a powerful, almost overwhelming mental image of herself with a big, swollen belly. Swollen with Splinter's babies.

Just the thought alone was enough to make her tremble with another, smaller orgasm, her knees almost giving out.

Letting herself be led away by She-Rat, April turned to kiss the soft-furred female. Both girls pressing against each other, they tumbled into a pile of soft netting and tarpaulins lying nearby, their bodies grinding against each other in their shared eagerness. It wasn't as satisfying as having a handsome, healthy male squirt his babies in you, of course, but it wasn't a bad close second.

*

That circle, black and white, was spinning in Splinter's mind again. It was soothing to watch the spin, relaxing, making it so easy to just let himself be carried away in the endless rotation. Suddenly Splinter was struck with a flash of inspiration, and he knew what the circle actually was: it was the spin of his intellect and his instinct, all bounded by the eternal round of his being. Spin the circle fast enough, and soon there was no black, and there was no white. Instead, there was both, blending together into the whole.

"I can't resist you, Rat King," Splinter finally admitted as he opened his eyes, hearing the moans and the wet, slippery sounds of the two needy females nearby sating their immediate pleasures on each other in hopeful anticipation of having him satisfy them fully soon after. "I see that now."

"No, Rat," replied Rat King with a gentle smile, one hand gently stroking Splinter's chest. "You could have resisted me forever. You're stronger than I will ever be, and we both know it. It's her you can't resist."

"Yes," admitted Splinter, lifting his brown eyes to meet Rat King's.

"Not even her, though, Rat," continued Rat King. "It's yourself you can't resist. The needs of your wounded soul to be healed, to be unified. She just helped you to break through the barriers you'd set up inside. Pleasure, to overcome the pain, and start the mending of your soul."

"Yes," agreed Splinter.

"Of course," Rat King carried on, a light smile playing across his lips, the expression charming now, rather than grotesque, on his freshly-healed, newgrown flesh, "without the barrier between your human self and your rat self, that means that you are mine." He reached up, cupping Splinter's chin, his eyes boring into the rat's brain. "Now, and forever...mine."

"Yes," agreed Rat.

"Good boy," praised Rat King, stepping away from Rat, then motioning with a hand. Almost immediately, Rat felt the bonds holding him to the wooden pylon fall away, trailing wharf rats as they finished chewing them through, before scampering off into the darkness. "Go now, be fruitful, and multiply," he continued, motioning toward the two beautiful females, so young and so ripe as they writhed together, each rubbing her thigh against the dripping cunny of the other. "After all," Rat King finished with a grin, "we'll need lots of new rat minions for my army."

"Yes, master," agreed Rat eagerly, dropping to all-fours as he scampered over to his two mates, knowing that his master had made the one with fur so that she would be in the image of the one without, with the intention of pleasing him. Knowing that his master cared that much about him, enough to give him two females who were genetically the same, save for the presence of ratkind in the blood of one of them, made Rat feel happy.

He would gladly give his females many strong, healthy babies...and his master many strong, healthy servants.

*

Sweat starting to cool on her smooth, naked skin, her boots discarded somewhere when she'd kicked them off, finding them too clumsy for lovemaking, April kissed She-Rat. It was a gentle kiss, soft, sweet. The kiss one gave to a lover as afterglow started to set in. Snuggled here like this, in this little "nest" on the docks, with She-Rat's warm, furry body against her smooth one, April didn't find it hard at all imaging herself just falling asleep.

Before she could get too relaxed, she felt a hand stroke along the curve of her body, then cup and squeeze her bottom. Turning, April's eyes widened as she saw Splinter there, crouched by her feet, his erection standing straight out from his hips, more than ready for action. His eyes gleamed with a potent inner light, the fires of his instincts raging hot and wild, and April felt herself getting caught up in those fires almost immediately, her lust kindling back to its former levels in an instant.

There was no way April could even begin to think about resisting the powerful, virile ratman as he easily rolled her onto all-fours. He was going to take her like an animal! This realization made April moan loudly, waking She-Rat from her own temporary stupor of pleasured afterglow, a moan that grew even more urgent and needy as Splinter seized her upturned, freckled bottom, his skilled hands roaming, squeezing, groping her buns, rolling the pert globes one way then the other, his hot breath steaming against her cunny until she was gushing.

Not even trying to hold back her loud squeals, April's ears were filled with the loud, luscious slurping sounds as Splinter buried his muzzle against her bald cunny and started to gnaw. That tongue! It flickered in and out, out and in, so fast, so hard, touching her in spots she didn't even know existed. Vaguely, April realized that Splinter was drawing high-speed kanji on her cunny with his tongue, before She-Rat joined in the feast of her succulent, copious juices. Both their tongues met on her clitty at the same time, just as Splinter's littlest finger slid into the tiny perforation in April's hymen, and pressed down at just the right spot...

Throat seizing up, April couldn't even scream as she started to violently squirt as a series of impossibly powerful contractions wracked her nubile body, sweat bathing her skin, leaving it covered in a slick sheen.

Somewhere in the haze of the multiple orgasms wracking her virgin body, April was vaguely aware of Splinter rising up onto his knees behind her, of the thick, blunt weight of his glans nudging her labia apart with a wet squelch.

Then he was pushing forward, taking his time, and April trembled all over with anticipation as she waited for the pain she'd heard was supposed to come when you got your cherry popped. It never came, though - Splinter had made sure she was too slick and wet and ready for him. Feeling her inner walls parting, then enfolding what felt like the absolutely _massive_length of Splinter's cock, April tensed up, her bottom clenching tightly as she gripped Splinter's length, keening long and loud as she just kept on cumming, feeling her body go through different stages of pleasure, different sorts of orgasms, as She-Rat's mouth and Splinter's cock stimulated different parts of her hyper-sensitized sex. Despite how tightly she was bearing down on him, though, April couldn't stop Splinter from continuing to thrust forward, inch by meaty, wonderful inch, until she felt his furry sac squeeze against the backs of her thighs.

Raising her voice high in a girlish squeal of ecstasy, the freckled teen thought she saw flashes of light before her eyes as Splinter started to grind against her gushing cunny, drawing out the motion, making sure she felt every last inch of him inside her. Fingers digging into her supple flesh, the powerful ratman started to move his hips, his neck tense as he fought against the incredible tightness of April's gripping inner muscles. It was like her body didn't want him to pull out! With a harsh cry of his own, Splinter put his whole body into it, jerking his cock back, almost out of April's quim, before he slammed_back in, right to the hilt, making April cry out in turn. After the first hard thrust, Splinter found enough lubrication to start moving his hips, rapidly building up speed even as he squeezed April's taut young buns together. As his hips slapped against those rounded, bouncy buns, turning them a nice, bright red, Splinter lashed his tail, his own rump tense. The docks were soon filled with the wet, luscious sounds of the virile male rat as he _thoroughly claimed his mate, pounding her smooth little pussy even as it gushed her copious juices, matting down the fur of his groin and lower belly, there was so much of it.

Delirious with pleasure, April was only vaguely aware of what she was doing when She-Rat gripped the human girl's head, guiding her mouth between the mutant's furry thighs. Her moans and cries were swiftly muffled as she began licking and nibbling on the white-furred ratgirl's cunny, burying her face against the other female's sex with all her abundant teenaged enthusiasm. What Splinter had done to her before mounting her, April now did to She-Rat, resting her hands on the other female's inner thighs even as she made a tight seal around She-Rat's clitty with her lips, suckling messily until She-Rat started to _squeak_in orgasm, her tail lashing beneath Aprilas it lay along the boards of the docks.

The scents of two heavily heated females, young and ripe and desperately aroused, filling his nostrils, their pheromones clouding his brain with the need to mate, Splinter looked down at where his thick shaft was spreading April apart. Her inner walls clung to him whenever he drew his hips back, before he made her sex indent inward as he thrust forward, making her tiny anal rosebud clench in spasms as her inner walls fluttered in orgasm after orgasm. This little breeder was tight! And she didn't seem to have stopped orgasming since he'd started humping her!

Gritting his sharp ratty teeth, Splinter picked up his pace, his hips working faster, harder, his toned rump a blur as he lashed his tail to give himself added momentum. Squelching and slapping loudly against April's heated flesh, plundering her ripe young body for all it was worth, Splinter held nothing back now, showing his human mate no mercy as he almost viciously rode her through every powerful clench of her inner walls as she came, again and again and again, her screams muffled by the juicy folds of the ratgirl she was eating out, while She-Rat's own orgasmic squeaks filled Splinter's ears, even as they soon reached the supersonic levels.

Suddenly, it hit, and Splinter felt himself unable to hold off any longer. If he'd paced himself, he could easily have made April linger on his shaft for, potentially, hours more. But she was already close to the edge of total exhaustion, having gone through more pleasure than any young, freshly-deflowered virgin should be forced to endure. Full balls tightening up, lifting, Splinter's fingers dug deep into April's supple flesh, squeezing her bottom tightly as he almost brutally pounded her pussy for all he was worth...and then gave a loud, deep-throated cry of orgasm as his balls bubbled over, and what felt like gallons of thick, potent ratcum gushed into April's yielding cunny.

At the first splash of semen hitting her inner walls, April's vision whited out for a moment, the contractions of her inner walls sending pleasure straight to her brain in an overwhelming burst. It was more than she could endure! Screaming loudly into She-Rat's cunny, April heard her own screams echoed by the ratgirl, even as Splinter's cum started to trickle down her inner thighs - there was just so much of it! Too much for her to take it all, even if it wasn't literally gallons, like she'd felt when he'd first started to cum. As Splinter continued to buck and thrust his hips, milking out still more cum into April's cunny, she knew that everything she was able to take, would be more than enough to knock her up. She was going to have Splinter's rat babies, and the thought was enough to make her climax again, almost as powerfully as when she'd felt Splinter's first gush of cum inside her.

Slowly pulling his slick, glistening length free of April's still-spasming quim, Splinter gently lay the smooth young teen on her side on the soft "bedding" she and She-Rat had been using. His hands roamed her body, while She-Rat joined him, both of them caressing her, kissing and licking her naked skin, tasting her sweat, making her squirm in the aftershocks of her orgasm as it met the soft waves of her afterglow.

After a while, April came gradually to herself, her ears filled with the sound of loud, energetic squeaking and squealing and the slightly muffled slapping of furry hips against furry rump. Turning her head, April bit her lip as she saw She-Rat on all-fours, just as April had been just a short while before, her naked pink tail wrapped around Splinter's hips as the healthy, virile male laid claim to another willing young female. She-Rat met April's eyes as she panted in pleasure, her lips turning up into a happy smile, before her head snapped back, and she cried out loudly, an orgasm ripping through her sleek body, making her buns clench down on Splinter's pumping shaft, while her breasts bounced forward and back with each slap of the ratman's hips against her bottom.

"You see?" came the voice of Rat King, and April shivered - but not in revulsion - as her long, agile fingers stroked down her spine as she lay on her side, before cupping her pert little bottom. "You see the pleasure that comes with being true to yourself?"

"Yes," April answered, feeling Rat King inside her mind - he'd gained the access to human minds that he'd wanted through Splinter, and now, as she well knew, Rat King's domination of the city was only a matter of time. On one level, she knew she should feel some guilt for making this possible. But, considering what she'd just experienced, and how Rat King was the one who'd made it happen in the first place, when otherwise it would probably have never happened at all, all she felt was a strange sense of inner peace.

"I can feel Rat's sperm," Rat King whispered in April's ear as he lay behind her, and she suddenly realized that he was naked, save for a few bandages around his still-healing body. "I can feel the life of it, the vigor...ah, and there, so much of it has found your waiting egg. Or should I say eggs?"

April's eyes widened at these words, her body trembling a little as Rat King stroked a hand over her taut, flat stomach, before he slipped his fingers inside her drenched little cunny.

"You wanted his babies, April," Rat King explained, his fingers slowly pumping forward and back, making April wriggle against the dominant male. "I made that possible...and more. You shall have a full litter of strong, healthy ratlings, I promise you."

Her eyes still on Splinter as he started to pick up speed behind She-Rat, the pubescent ratgirl's high-pitched cries of pleasure growing steadily in pitch and volume, April could suddenly also see the superimposed image of her own pink inner depths. There were her eggs, four, five, six...maybe more. All around them were Splinter's sperm, their tails wriggling in frantic energy as they pressed against the delicate outer membranes of her waiting ovum.

Before April, Splinter gave an especially hard thrust, which lifted She-Rat's knees off the docks, even as a gush of his cum started to run down her legs in rivulets, and immediately April knew that Splinter had planted new life in She-Rat's tummy. At the same moment, she saw a sperm cell plunge through the outer membrane of one of her eggs, could swear she saw a brief spark of life-giving energy as it merged with the egg, creating new life inside of her. The outer membranes of each of her eggs gave way in rapid succession, one of them even accepting two sperm at the same time - identical twins! - before she could feel, more than see, the warm glow of developing life spread through the tiny orbs. Immediately, her inner walls contracted powerfully, and her cry of pleasure was only barely muffled by Rat King's lips as he kissed her deeply. For only a moment April's eyes opened in surprise. Then, she closed her eyes, and kissed Rat King back.

Somewhere in the background, she was vaguely aware of Splinter racing off into the darkness on all-fours, carrying a canister of...something, something that he'd snatched up from inside a barrel by the edge of the docks. It glowed green, whatever it was. But that wasn't so important now. What was important was Rat King lifting one of her legs slightly, his own erect shaft prodding at her back door.

Almost immediately, She-Rat was there, her agile muzzle taking Rat King's cock to the roots in a single, smooth movement. She-Rat's fellatio only lasted a few moments, however, just enough to wet down Rat King's shaft, before she turned her head, and April bit her lower lip as she felt that wriggling pink tongue press against her virgin rosebud, then squeeze inside. Whining softly, April could hardly keep herself still as the cute white-furred ratgirl _thoroughly_rimmed her anal ring, until she was sure it was glistening as though it had been polished.

Then She-Rat's mouth moved out of the way, and April gasped as she felt the blunt tip of Rat King's cock against her tiny rosette. He wasn't as thick as Splinter, for which April was immensely grateful, but the Rat King's slender shaft was very long. Wriggling as much as she could in the strong grip of Rat King's hands, April whined loudly, adorably, as she felt her sphincter slowly parting around Rat King's steady, gradually increasing application of pressure. She kicked her legs a little as she lay on her side, before giving a loud "OH!" as his glans popped past her ring, and then squeezed its way inside her clenching depths.

"Your first litter should be entirely Rat's," Rat King explained to April, and somehow she wasn't sure if he was speaking to her, or talking in her mind. "You are his reward for serving me, after all...and he is _your_reward. You belong to him, just as he now belongs to me. And I promise you: you will both enjoy your new slavery."

As he spoke, Rat King's hips continued to work, and April was already breathing hard, her body so sensitive after the multiple orgasms Splinter had given her. With her bottom already so red and tender from the pussy-pumping Splinter had pounded into her just a short while ago, April was glad that Rat King was so gentle as he claimed her, each press of his hips against her bum almost a tender caress, each stroke of his long, slender shaft within her setting off a strange but still pleasant tingling that ran through her entire body.

She-Rat wasn't to be left out, however. Feeling those familiar, dainty hands on her inner thighs, April looked down into the earnest, eager face of the ratgirl. The ratgirl smiled back at April, before she pressed her mouth against April's cunny, starting to nibble happily, her eyes growing heavy-lidded as she concentrated on bringing the other girl pleasure. At the same time, April could see She-Rat's long, apparently prehensile tail arch around between the ratgirl's legs, then squeeze into her own dripping cunny. Every time Rat King's hips met April's bottom, She-Rat's scaly tail thrust deep into the ratgirl's quim, the ridges along its length obviously providing a lot of stimulation, judging from how much noise She-Rat was making as she worked her energetic little tongue into April's cunny. April made a mental note that she'd have to try out what that tail could do to herself in the very near future.

Thought left April, then. There simply wasn't any need for it anymore. Reaching one arm up, April wrapped it around Rat King's neck, hugging him closely as he sodomized her with such sweet force, his smooth, weighty balls clapping lightly against her cum-soaked cunny on every full thrust to the hilt. Her other hand went down to caress She-Rat's head, her fur so soft under April's fingers, encouraging the supple little ratgirl as she flickered her tongue in and over April's cunny, cleaning her and soaking her even more at the same time. Every so often, She-Rat's mouth would drift lower, sucking and licking over Rat King's sac, and sometimes a little lower, into the sensitive perineal crease of his trim buttocks, making him grunt with the pleasure this action brought. His hips started to thrust a little faster, the only sign of the eruption that was imminent.

"You are mine now, April," Rat King's voice echoed in her mind, the only thoughts present as April felt herself orgasm, and knew it was an orgasm shared with Rat King, his cum filling her up, his pleasure just adding to her own - no, his pleasure _becoming_her own! "Now...and forever."

Rat King's hands engulfed April's upthrust breasts then, his slender, skilled fingers pinching and then lightly twisting her rigid, perked nipples. It was the last little added stimulation April needed, making her _clench_down on Rat King's cock, her eyes rolling back into her head. After so much stimulation in such a short period of time, she had finally hit her ultimate limits. Slumping to the soft, makeshift bedding beneath her, April's body went completely limp, her eyes almost closed, her flushed chest rising and falling as she felt the sweat cooling on her naked, glistening skin.

Slowly drawing his softening shaft from April's well-stretched bottom, Rat King admired his handiwork. More than simply looking over the nubile redhead's sex-spent body and gorgeously flushed face, however, he was also looking into her mind, letting her feel his power over her, letting her fully experience the pleasures that would now be hers, as part of her new life. If there was one thing Rat King was, it was honest. He'd promised her pleasure, and he most certainly intended to keep his promise, and more. With her grey matter now laid bare to him through the link created by Splinter, as well as by their own recently-shared intimacy, April couldn't resist - didn't even try - as Rat King reached inside of her being, and began to change her. Nothing too terrible, of course, nothing that would hurt her or, worse yet, destroy the person that she was. Instead, he adjusted her sexuality, increasing her capacity for enjoying sex, and added a little bit of emphasis on how much she enjoyed having sex with the male Rat King had dubbed "Rat." Perhaps the most difficult part of this process was changing April so that she would experience some of her most intense sexual heights during the process of being pregnant, and especially while giving birth, but he soon succeeded in this final tweak, smiling lightly as he stood, nodding to himself in satisfaction. Now April would not just be a willing breeder - she'd be _eager_to get pregnant as often as possible.

Of course, Rat King didn't need to do any such adjustments to She-Rat. After all, he'd made her that way in the first place.

Bending, Rat King easily lifted April in his surprisingly strong arms, holding the naked teen close as he began to walk toward the nearest drain leading into the sewers. Behind him, She-Rat collected April's discarded things, then scampered along after him. Many long minutes into the journey, Rat King became aware of another rat scampering along next to him, the brown-furred male with the white-patterned face having joined their informal procession with all the silence his ninja training had made instinctive. In fact, if it weren't for their psychic link, Rat King might not have noticed Rat at all.

Glancing down, Rat King smirked as he saw the proof of Rat's success in his mission: in his hands, he bore a well-made and well-stocked terrarium. In that terrarium, swimming about happily, their minds no longer burdened with the great troubles of full sentience, were four small turtles, right in the middle of their kind's pubescent stage.

"I promise you that your students would be safe, Rat," Rat King murmured softly, actually using his voice this time, though he knew Rat wouldn't understand everything he said. "Safe, and happy, and content. Forever. And now," he lifted one arm from its place holding April, and pushed open a wooden door built into a side passage, "now, you will be as well."

As Rat stayed close to Rat King's side, his eyes widened slightly at the sight before him: a great cage, lined with soft straw and rags and other bedding, all well-suited to the needs of a rat of exceptional size. What drew Rat's attention most, however, was the keystone structure at the heart of the cage, bolted firmly into the far whitewashed wall: a massive black-painted exercise wheel.

Starting slightly, Rat looked up as he felt Rat King's hands closing around his neck. Rat King had apparently handed April over to She-Rat, for She-Rat was even then bearing her fellow pubescent female into the open door of the cage, before setting her down and turning to look at Rat expectantly. There was a soft click as whatever had been in Rat King's hands cinched tight, and Rat shivered at what it meant. Walking toward the bright metal of the bars, he looked at his reflection. Around his neck, sized perfectly for him, was a brand new collar. The mark of a pet.

For just a moment, Rat felt a twinge of sadness and regret, vaguely recalling that this collar meant he'd lost something, though he couldn't quite remember what it was any longer. Then the moment passed, and Rat stepped into the cage, gently setting the terrarium on a low shelf, apparently set aside for that purpose. Smiling at his two mates, one still dozing lightly, the other on her knees, tired, but still eager to serve, Rat approached, feeling his manhood start to swell once more.

Behind his new pets, Rat King smiled, then closed the cage door, latching it behind him. His pets had earned some time to themselves, to let them get settled in. Tomorrow, of course, would be the start of the true work.

Tomorrow would see the beginning of the age of the Rat King!

*

Karai struggled mightily against the strong arms of the powerful, brutish rat-things that held her tightly. The dark-haired kunoichi had been one of the very last holdouts of the resistance against the power of the Rat King as his power and influence had spread across the city. With her capture, the last pockets of resistance against the new order seemed to have come to an end.

At first, Rat King's influence had been subtle, with the adjustment of a few public sewer policies here, a few adjustments to police schedules there, as he'd somehow pulled strings controlling the politicians who seemed to believe they were still in charge. Now, of course, Karai knew that somehow Rat King had become able to influence humans as well as rats. Knowledge gained far too late, it seemed.

Next came the changes. At first it was all kept very secretive, the new-made ratmen staying out of sight, keeping to themselves when they weren't doing their master's bidding. This was around the time that Karai finally noticed the changes being made in the city, and first tried to contact the Turtles, to see if they might be able to find something out. This was also when she discovered that the Turtles were nowhere to be found.

Soon rat mutants were swarming out of every sewer, lurking in every alley. By that point, though, there weren't many humans still left who actually wanted to fight these invaders. It disgusted Karai to think that, when the moment of open invasion finally came, so many of the human inhabitants of the city actually _welcomed_the oncoming hordes!

Proud and indomitable, Karai soon found herself, with her Foot Clan followers and a few other humans, like that young, impetuous fool Casey Jones, as the only ones willing or able to stand up to Rat King and his invasion. They would never give up! They would never give in! They would accept death before capture!

They failed all the same.

Karai tugged against the thongs binding her legs, before the ratman holding her by the ankles glanced back warningly. Even with all the changes that had been made to him, Karai recognized Casey Jones, and scowled in barely-repressed fury. She was the last, of that she was almost certain. And now, with two rats bearing her shoulders, and one bearing her legs, all of them her former allies, she was about to meet a fate far worse than death.

She hadn't even seen the rat mutant that had disabled her at the very last. Whoever it was, he was fast, silent, and very, very good. He'd had to have ninja training to be that good. Karai had let her serpent mutation take her when she'd first discovered the ratmen swarming in her hideout, and the power the change gave her worked quite well...for a while. After all, what sane rat dares to face a poisonous serpent? Then the silent rat had come, and Karai had only had a brief glimpse of a figure that was so strangely familiar...before the needle had penetrated her arm, and she had seen the green glow of mutagen as it pumped into her veins.

Moments later, Karai's mutation was gone, and she was a human again. A true human! The mutation was gone, and perhaps forever!

Such freedom couldn't have come at a worse time.

Weakened by the sudden change, as well as the loss of her powers, Karai had been easily overpowered by the swarming ratmen. Dozens of eager hands had clutched at her thrashing limbs and the cloth of her dark shinobi sh?zoku, and though she'd beaten off a score or more of her assailants, there were three for every one that she took down! Now, her smooth and very pale skin laid completely bare, Karai continued to look around her with a defiant glare, even as she was carried through the streets, her young and beautiful body exposed to everyone, many eager faces peering out of doors and alleys to catch a glimpse of the last freedom fighter, captured and humiliated. Even in defeat, she would not allow herself to be beaten! She would resist to the very last breath!

Then the procession descended, and Karai was lowered feet first into an open manhole, before being carried further, and deeper still...into the realm where the Rat King ruled openly.

His throne room was a strange place, decorated with a variety of assorted artworks chosen seemingly at random, side-by-side with numerous pieces of laboratory equipment. And there, in the middle of this strange clash of art and science, was the Rat King himself, seated on a gilded chair, comfortably padded, his rats all around. But, Karai noted, not the ratman that had managed to defeat her with such ease. Whoever that warrior had been, she'd never seen him yet, not once in all the long journey to this place.

Forced to her feet, and then shoved to her knees, Karai kept her head up, glaring at the Rat King in continued defiance, even as she felt his will exerted on her mind. No! She would never yield! No matter what he offered, no matter how he tempted, her mind was her own.

"So you think now," said Rat King, not needing to begin a conversation in words that had already been begun in the minds of those "speaking." "But you are not the first who has thought such foolish things. You will probably not be the last. You do not need to fear me. Or even hate me. I know what you need, even if you do not. Soon, very soon, you will have all those needs satisfied...forever." The Rat King's smile was hawkishly handsome, and Karai had to set her face against it, refusing to allow herself to be taken in by the inherent charisma of the man, which extended even beyond his psychic power to control minds and command hearts. "You see, there is one who has wanted to meet you very badly, for quite some time now. You met him briefly in your lair. He returned here after besting you, to attend to a matter of...some importance." He motioned to the ratmen standing by Karai, and her shoulders were seized as they hauled her to her feet. "Now, I think, is a good time to meet your new master. It should give you a clear vision of what awaits you for the rest of your life."

Resisting, but not as firmly as before, Karai was pushed toward a door set into the far wall of the Rat King's throne room. As the Rat King himself rose and opened the door, Karai gave a short cry as she was shoved forward, falling to her knees in the room beyond the door, before the door itself was shut, and she heard the click of a bolt being driven home. Whatever horrors lay here, she was trapped until she could find some means of egress.

Thoughts of escape, however, instantly left Karai's mind as she looked up, her eyes widening, mouth dropping open with total and complete shock.

"Father?"

It was Splinter! The man once known as Hamato Yoshi was there, in the room, kneeling on the straw-strewn floor of what appeared to be a giant cage, its door wide open. Lying on a bed in that cage was the girl Karai recognized as April O'Neil. April's belly was heavily distended, her legs splayed wide. Behind her, a white-furred ratgirl, her belly only slightly less swollen than April's, cradled the redheaded teen's head on her lap, stroking the human girl's head soothingly, occasionally bending to kiss April's cheek or forehead.

"What is this?" Karai demanded, her mind reeling as understanding slowly sank into her mind. "This cannot be..."

But it was.

With a loud cry, not of pain, but of pure, ecstatic bliss, April's body tensed...and another baby came spilling out into Splinter's hands, to be carefully and quickly washed, then passed into April's arms, where already numerous ratlings were cuddled against her side in the little nest, suckling hungrily on tiny bottles. A perfect place, Karai realized with horror, for a rat to raise her suckling young.

As the last rat baby was born, April lay panting, before she turned her head, and smiled at Karai. Splinter was already standing, and turning toward her, his expression calm. Obviously, Karai knew without needing to be told, it was Splinter who had bested her. It was Splinter to whom the Rat King had given her...to join his other two mates!

"Welcome home, Karai," said April, tired but happy, as any new mother should be.

"No," Karai groaned, shaking her head as she looked to Splinter, approaching now, his penis hard, erect, and ready to plant his seed deep in the belly of his human daughter.

Splinter seized Karai, knelt before her, his lips meeting hers as he crushed her breasts against his broad, strong chest. No! This could not be! Karai struggled, whimpering into the ratman's mouth, squirming against his talented lips and tongue...oh great ancestors, that tongue!

Her eyes roving about, seeking some means of escape, Karai's gaze fell on the far wall of the room, within the confines of the cage. There, she saw a large rat wheel, black spokes on whitewashed wall. A flick of Splinter's tail, and the wheel began to turn, black on white, white on black, until it all melded into a single, unified grey.

Karai's eyes closed as she gave one final, despairing sob for the loss of what had once been. Then she kissed Splinter back.