Note: This story was dynamically reformatted for online reading convenience. Under Attack That we were under attack was certain; men were disappearing left and right. The problem was that no one seemed to know what exactly was happening. It had started about three months ago. Men would disappear. At first it was just thought to be abductions or a small increase in the runaway rate, but then it began to happen in larger numbers. Two or three people at a time would go out and not return. Men, who were always the ones to protect the weaker sex, were now becoming the target of something... But of what? I followed the advice that came over the television. Always stay in large groups. Be in mixed groups when outside. Be armed when possible. It was a Thursday afternoon. I got out of work and went to the gym. I always liked the place; almost all guys, there were two girls who stood behind the counters to flirt with us on the way in (I'd never seen them out on the floor), something we liked before, but now gave us a measure of security. I had just arrived and was walking across the floor to the locker room when the attack came. It wasn't a bomb or a hail of gunfire. From the door came a voice, a deep, rich voice that spoke English with a strange accent. "Your attention, please, Gentlemen. I am Kordin of the Narhani, and I would like to thank you in advance for helping us with the first mid-scale test of the weapon. Please relax, and enjoy your conversion." The man was standing by the main entrance to the gym. I could just see him as he stood there, tall and thin, but with a strange shape to his forehead, a head of long, coppery hair, but the most striking feature was his skin. He was orange, as were the two men on either side of him. One carried what looked like a file box. He removed the lid and translucent orange spheres boiled out, seeming to launch at everyone in the room. Horrified I watched as the people all around me were hit in the stomach by the flying balls. They were about the size of tennis balls, but looked like they were made of jello. People would be hit with a splat, sometimes being knocked back, but not seeming to be in any pain. The ball would slide down the chests of the shirtless, and although many would try to pull them off, it was mostly without success; the orange things seemed to adhere to the skin. When one of the orange balls would get to the guy's waistband, it would slip underneath. Those who didn't strip off their pants would get a dazed look in their eyes and sit down, some on the floor, some on the apparatus. The ones who stripped naked in fear were to a man clutching at the orange globs as they slid inexorably towards their penises. Another moment and the room was silent save for the moans and groans of those on the floor. There were about a dozen of us still standing; I guess they brought too few of their things. I went towards the orange man. "What the hell are you doing to these people?" "Come, let us see what progresses," he said and walked over to one nude man where he lay not too far from the orange man's feet. The orange ball had just covered the man's penis and while he still clutched it, it was with a more gentle hold. His face was not really relaxed, more intense as if he were thinking hard about something. "See? He's enjoying it. He's about to have a lovely little orgasm." Sure enough, the guy started to get that "O" face. His body began to convulse as the orgasm swept through him. Streaks of white jism joined the orange jelly as his hips thrust rhythmically at the ceiling, but as his orgasm slowed his eyes went wide. Slowly the orange thing began to shrink, or so I thought until I realized that his scrotum was growing. The thing was slipping inside him through the slit on his dick-head, bringing his semen back inside along with it! At last when it had all disappeared he began to groan more deeply, a sound that was echoed by many of the prone men surrounding us. "My balls! They're so full," he moaned softly. "Your human reproductive nodules contain a vast amount of genetic information," the strange orange skinned creature said, "although so much of it is immature. Luckily the ejaculate provides enough for our purposes." "What are you doing to them?" I asked. "Your males are so violent. That is totally unsuitable. We are removing the portions of their DNA that cause that terrible side-effect, and with the adjustments that the system provides you will become lovely girls." I stared at the poor guy's penis, where a bare drop of orange remained at the tip. His dick began to shrink as he lost the hard-on, but mouthed a quiet "what's happening to me," as his penis kept shrinking until the shaft completely disappeared. His body was going through a number of other changes: his face was softening as his chin, cheeks and forehead reduced somewhat. His hips became more full and his nipples grew larger. Then I became aware of a series of screams around me. The poor soul began to buck his hips, shaking back and forth in agony until his left testicle, which his now tight scrotal sack was squeezing against his groin, popped inside his body. He screamed as it happened, and when the second was sucked inside he passed out. "Of course that isn't all that the system does to you. You become younger, and more pliable to begin with. Additionally there are other benefits of the genetic re-engineering. Your brain isn't wired for the kinds of orgasms that a female can experience, so many converts find themselves addicted to their own bodies. Some even go mad. Most, however, are quite willing to do anything we tell them to do as long as they have sufficient time allotted to sexual pleasure. You will become a race of slaves for as long as we allow you to exist. If we are sufficiently unhappy with your performance, all we have to do is convert your last males, and the whole problem of your race ends." I stared at him. "You monster! How can you even conceive of doing that to us. We aren't at war, we didn't even know you existed until just now. Why would you even think of assaulting us, especially in such a horrid manner?" "One answer is reproduction," he said. "Converted, you become an exceptional vessel for producing our kind. A good portion of the converted will be kept pregnant to continue our race. Would you like to be a breeder once we convert you?" "What? No! You won't be converting me! I was born a male and I'm going to stay that way. I don't know why you didn't convert me before, but there must have been a reason, and I'd never help a monster like you. Not ever." "But you will make a beautiful woman, although there was a reason you were not converted..." "Which is..?" "We ran out of the seeds. But look, even a relatively plain man like that one was can be a beautiful girl. The converter removes your X chromosome and repairs it with a clean match, resulting in more even features. Go on... Look" I couldn't help looking. The man, who must have been forty years old, was now a girl of about twenty. Her face was soap-opera model perfect, and her body was gorgeous. If I hadn't seen most of the conversion I wouldn't have been able to believe that ten minutes ago she had a penis. She was rubbing her new body, feeling the nice d-cup breasts that had sprouted from her chest. "Watch this closely. A convert's first orgasm is something even I can't fail but to enjoy." Her hand slid down to her new cunt, slowly tracing the shape and she moaned, both from the sensation but also in loss for what was taken from her. Then her fingers slid along her vaginal cleft and her moan turned to pure enjoyment. It was amazing to watch her as she teased herself, her fingers slipping in her soft folds to spread the glistening lubricant over her clitoris or touching herself deep inside. Her breath began to become labored and a flush spread to her delicate features; features that had so recently been rugged and hard. Her moans joined the intoxicating chorus that surrounded us. Her legs began to flex as she thrust her hips at her softly invading fingers. The toned, slim muscles on her calves tensed and her other hand grasped her breast as her finger twisted the rock-hard nipple. The light flush darkened to a rosy red in her cheeks as she held her breath, then exhaled and quickly took another, her eyes wide open, but unfocused. Her legs lifted paralell to the floor, raising in time with her ever more forceful thrusts. Then a series of gasps as her hips bucked back and forth in time with her fingers until with a strangled cry her body bent backwards as she came, eyes shut tightly, the blush flowing down to her nipples as her body was so terribly fueled by the powerful orgasm. "Yes," the voice by my ear said, "an impressive sight. And now we can use her as we need. She can breed for us or be weaponized." "Wuh... Weaponized?" I gasped, incredibly turned on by the display that the now limp woman had made. "Yes. Like this." And he tossed a red marble on her chest that sank into her skin. She moaned again and clutched her stomach. "She has been impregnated by the red seed, and will now produce the orange 'transition' seeds for us. With her new coding, she will produce one each day for the rest of her life. Much more efficient than your gun factories, don't you think?" Just then I felt a slap on my pants leg. I looked down to see an orange ball slipping down towards my foot. With a quick, hard kick I was able to knock it off, but another smacked into my other leg. This one held fast through my kicks and worked it's way up my sock to touch my leg. The sensation was of a warm stickiness with an almost suction like attachment. I shook the leg to no avail as another smack on the back of my knee knocked me down. By the time I was back on my feet there were two of the things, one on each leg, sucking its way towards my privates. I grabbed the slimy things through my slacks as they crawled up past my knees. It seemed that I was able to keep them from progressing, but they were too slippery and there was no room to peel off through my pants, so I stood there clutching them as the orange man signaled someone behind me and my arms were held by two women. Their bare breasts pressed against my upper arms as they squeezed them tight to their chests. The one on my left was rubbing her stiff nipple into the sleeve of my shirt, and then a third woman took me from behind in a hug, her hands caressing my chest and slowly unbuttoning my shirt as I stood there stock-still, keeping the wiggling monstrosities from ascending my legs any farther. The "Weaponized" woman on the floor in front of me slowly got to her feet. She clutched her stomach. "What's happening to me?" she cried as her body shook. Her hands grabbed at her flat stomach as her eyes went wide. Her upper body whipped forward and she curled into a standing ball before straightening up. "Was that a contraction," she asked. "Oh!" she gasped, her body shaking, "Oh oh oh!!" Her right hand held her stomach as her left slipped slowly between her legs, to cup her new Venus mound. Suddenly a spot of orange appeared between her legs. "No," she cried! "It's awful! I can feel it... I'm making the awful thing that made me! I'm giving birth to the terrible thing." Her body shook again and the jelly-like thing dropped into her hand. She stared at it for a moment; orange and smooth, nearly clear, save for a foggy part on the bottom. Then she looked back and forth between the blob and me, her eyes getting wilder by the second. "No," she cried. "It wants me to... Do it to you. I can hear it in my mind! I can..." Then she stopped still as a statue for a moment. Her eyes took on a distant look, then her eyes returned to mine. She smiled a gentle, almost seductive smile. With her hips swinging smoothly she walked close to me. She smiled as her hand grasped my belt. I reached to stop her with my right hand, but immediately the thing on my leg sensed an opening and worked its way to the edge of my underpants before I could catch it again. She stood there in front of me and traced a line along my chin with her soft finger. "Don't let it go again or it will get you. It will eat up your dick like it did mine. You just know you have to hold onto them, don't you? You can't even let go to stop me." She came closer and kissed me, a peck on my lips that I didn't return. "Relax, sweetie. Remember, when rape is inevitable..." She undid my belt. "No," I begged, "please don't do this. Don't let them make you do this to me. You were once a man like me. Don't you remember how to fight it?" She stepped back for a moment and I looked into her brown eyes. She shook her head and paused. I was getting through to her! Then the woman holding my chest removed the belt from my pants and unzipped my pants slowly. Her fingers lay flat along my stomach before slipping into my underpants and grasping my penis, stroking it slowly as gravity slid my slacks to the ground. I was soft from the shock and fear of the situation, but her cool hands stroked and molded my length until, with the pulsing beat of my heart, I stiffened. I found myself leaning back into her as she cupped my balls with one hand and stroked me with the other, kissing my neck sensuously as my cock head alternated between her soft hand and the roughness of my tighty-whities as her hand slid forward and back. I began to moan as my pre-cum smoothed the contact between us. She slowed her strokes as my hardness throbbed in her hand, just as she had begun the rise to an orgasm. I began to relax as she let go, cuddling my balls before sliding both of her hands slowly up and out of my pants, leaving me tenting my shorts. "You are a lucky one," said the girl in front of me as she passed the orange glob back and forth between her hands, almost making it look like an orange pet hamster. "It seems that you have a future with the masters." With that she reached up to kiss me with a peck on my nose before pulling the elastic band of my underwear forward and placing the thing gently inside. I gasped out a "no" as it draped around my cock, a warm sensation as it reconnected under the shaft. I distinctly felt it pause at the edge of my glans before extending to cover the swollen head of my penis, then slowly slipping around to caress my balls. I was lowered to the floor before the women around me stripped my clothing from me as the other two orange masses joined in with the first. My fists balled up tightly as the evil thing sucked and massaged my dick. I tried to think of other things; if I don't cum, it won't get inside me and turn me into a girl. I have a good (and bad) imagination, and thoughts of horrid things kept me in control even under the incredible assault. The woman who had massaged my dick laid my head on her knees and began to stroke my face. Two others started caressing my chest and sucking on my nipples. My cock twitched and the tension began to throb under the combined assault. Another women lifted one of my legs onto her shoulder and stroked the sensitive skin on my thighs as the orange device worked its evil magic. "What are you doing? Don't you know they made you women? Why are you helping them?" But the assault continued without pause and I knew things were going to turn out badly. Still, it was exquisite; the mouths on my nipples, which had always been sensitive, the sucking pulse on my dick, with the counterpoint of the hands on my thighs and legs. With my leg in the air and knees under my head, I was curled into a ball, my orange covered dick-head pointing straight at me. I couldn't even look away, and I was forced to watch the assault on my body. The orange thing began to manipulate my balls, a bubbling motion in time with the sucking sensation that made me gasp. Oh how can I be enjoying this. It will end my life as I know it, but it feels so good! My hips are thrusting into the device and I know the groans that fill my ears are my own. The girls pull my legs up towards my chest as my body thrums in a pre-orgasmic state. The orange glob is sloshing back and forth around my iron-hard cock, pulling my balls as it takes me beyond any semblance of sanity and I feel the cum boil inside. The vein on my cock is throbbing, my cock-head is huge and angry looking, purple even through the orange gel. I fight the orgasm with all of my being, tightening all of my muscles in defiance as I fight, from my curled toes to the straining bands in my neck. The thing sucks again, pauses, and then starts in with a light tickle at the base of my glans, expanding along my shaft before returning to the sensitive cap. In a stroke as bright and strong as lightning, the biggest orgasm of my life spouts from me. Long white strands shoot out, slicing into the orange jell, but each time the jet of semen pauses, the orange stuff slips back along the path of my urethra and filters inside me. It feels weird; wrong although not painful, as it slips down an up-only path to lodge in my vas deferens, eventually feeling like the worst case of blue-balls I've ever had. The semen is replaced deep in my balls with the powerful thing and they swell huge as my orgasm stops and the slick stuff pulls my cum back from where it came, identifying what it needs from my genetic code and re-designing my whole body. I groan as I feel my hips softening and expanding, my face becomes sore as the structure is changed from the deepest cellular level, and my nipples harden under the combined assault of the women who haven't left me even in defeat. This, however isn't my greatest concern. The pressure on my testicles reduced as the orange stuff spread through my body to make it's diabolical modifications, but my eyes remain fixed on the symbol of my masculinity. I watch as my cock softens as it always has after a good cum. It looks normal and relaxed, but a tingling sensation tells me that something is happening. Slowly the head began to change, the pink turning into a darker shade, then to red, shrinking almost imperceptibly at first, then with a strange thrill of butterflies in my stomach, the whole shaft thinned and shrank slowly into my body, first tapered like a cone, then returning almost to the normal shape, but as hairless and small as a young boy's penis, and still it shrank until it withdrew to become a tiny bump on my pubic bone. The skin of my scrotum began to pull tight against my body, constricting my testicles until they hurt. I could feel the central part of the sack pulling inwards to become my new vagina, though I couldn't describe the sensation to you as the skin softened in the space between my legs; you will just have to wait until it happens to you. Then my scrotum tightened and squeezed my testicle against me in a pulling contraction, leaving me reeling like I had been kicked there. I groaned and grabbed at the sensitive area, but a second contraction made me curl up into a ball. My fingers cupped the almond sized gonads, and I felt the smaller of the two slip through my fingers as it was pulled inside me. It felt like it was being crushed. I screamed in pain. As I lay there gasping and cupping the last of my testicles, I realized that they were not only being pulled inside, but enlarging as they turned from the source of sperm to the source of eggs. It became even more sensitive as it began to bulge, then another contraction hit and accompanied by more pain than I had ever felt before, it was squeezed inside. I passed out. ------------------------------ When I regained consciousness I was no longer the center of a pile of women. I was laying on the floor in a quiet room. I looked down at myself. I remembered all that had happened to me, the change in my body from male to female. I looked down at my body. I had breasts. I couldn't tell you the size of them, although they were smaller than many of the women, still they were larger than my hands could cover. As I stroked them, enjoying the new sensation of my softer skin, my nipples hardened against the palms of my hands and I sighed at the touch. I resented being changed into a girl but the sensations were delicious. I stroked my hips and stomach, which was a touch flatter than I had expected. I was really in decent shape; better than I had been as a man. My calves were toned and smooth, ending in pretty feet. I stroked the soft skin from my ankles to knees and along my smooth thighs to the short, curly hair of my vagina, though I found myself thinking of it not with the dirty words I used to use, but now as my "Center." I touched the area gently, softly caressing the folds of skin that covered the new entrance to my body. Hoping to make the moment special I worked my way around the opening, teasing myself there and the other most sensitive spot; my now excited clit. I tickled either side of the hooded flesh. Where my dick had been a good size, perhaps eight inches long, my clit was a tiny piece of skin, but so sensitive that tapping the hood made me jump. I gave it a few more gentle touches before taking a detour to tease my entrance, barely letting my fingertip part the skin to feel the sensation of it touching the inside lips. Oh it was good, making my back flex and pointing my stiff nipples at the ceiling. My nipples called for more attention, so I grasped the perky breast and tweaked the nipple as I scratched my inner thigh gently. How could a touch on my leg make me so excited? Now more was needed as I looked forward to the delicious crest that was coming. I slipped my finger along my slit, pulling the moisture to my clit, then making little circles around it. My legs began to tense and relax, jumping a bit as I touched the clitoris from the bottom. My moans got stronger as I kept touching myself, delighting in what was not possible only a hour before. I pulled harder on my nipple, the sweet pain a counterpoint to the nearly overwhelming sensation from below. Somehow I knew it was time. I stiffened my middle finger as it slipped back and forth on my clit and my knees drew up as I slid my finger down, down... I had closed my eyes and was holding my breath as my fingertip began to slip across the wet hole at the bottom of my vagina, then curled to slip inside. A hand grasps my wrist and I open my eyes to see the orange alien kneeling naked next to me. "No, sweet. You need something better to fill you up. Try this instead," he says, placing my hand on his penis. His phallus had a strange, distinctly non-human shape. While it was more or less straight like mine had been, the head had two slits, one on either side. The shaft itself was thick in two separate places, thinning between the wider areas as if it was an hourglass, and I found myself holding it securely with both hands as his roamed my body, one jumping from breast to breast as his other settled between my legs to tease my slit. "I don't understand," I said as I held the shaft. "I don't want to touch you, but I can't stop it." I began to stroke the alien dick, pulling it towards me, realizing as I did so that it was approaching my face. I ached in my heart to take it into my mouth, and found myself licking my lips. "Perhaps it is part of the programming that the converter gave you. None of the converted can hurt us," he said as I stroked him to fullness. "I would have you suck me for the joy it would bring us, but I have other plans for you, my dear." While we had been talking he had been stroking my entrance. I was squirming under his touch, see-sawing my hips as his finger dipped shallowly inside of me. He let go and I sighed both with relief and regret. Then he moved between my legs, supporting himself on his hands and knees. My face was in shock as I realized that he was going to fuck me. I tried to keep myself under control, but with the sexual energy I had found pouring out of myself it must have sounded weak as I cried, "Go away, you bastard! You've won. I'm a girl. What else could you want from me?" His smile was without mirth or sympathy as he pressed his smooth orange chest against my firm breasts and whispered in my ear. "Simple," he said. "We dominate lesser species. And I am now going to dominate you, body and soul. Now put me in your hole," he commanded. "I won't!" I said defiantly. I looked down at his dick, which I was stroking absently. It was smooth and hard, and I wanted it inside me more than anything I had ever wanted before even as my mind shrank from the thought. He leaned closer and I my muscles pulled him in towards my aching vagina. "No, don't... don't make me!" I heard myself beg. In only a moment I found my hands placing the strange dick at the entrance of my vagina, slipping it up and down to lubricate him with my moisture even as I pleaded with him to stop, to let me alone, but without pity he moved forward, and I felt the thickness of him pressing hotly at my opening and I fell silent as my legs opened more widely to ease the way for his thick member. The broad head pressed at my slick opening for longer than I expected, until with one long, smooth thrust he filled me. I cried out in anguish, although there wasn't pain, just fear. The sensation of fullness was tremendous, and we lay still therefor a moment. His body pressed heavily on top of me, his prick buried deeply inside my belly, pinning me to the floor. I closed my eyes and listened to his breath in my ear, and studied the feel of his legs, coarse with their coppery hairs against my smooth ones. Then he slowly withdrew his penis from inside me, pausing with it nestled just inside my entrance, then slipped slowly back inside. I found my arms behind his shoulders, and my knees rising on either side of him as my vaginal walls grasped at his strangely shaped shaft. In and out he went, each thrust pressing deep inside me, each motion teasing out a tension that started in my muscles all over my body and coming to center deep in my belly. My legs pulled upwards as I rutted into him until I was bent nearly double. I wrapped my legs around his back, my heels pressing just above his hips, thrusting into him from beneath as I ground my nipples into his chest. It was too much. I began to cry as the orgasm reached out to me. I couldn't breathe. My eyes were open, but I was blinded by the fire his prick had built so deep inside my body. I screamed as the orgasm showered my soul with joyous orange light, and passed out. When I awoke, he was still inside me, moving slowly. His face was directly above mine; he was supporting his weight on his elbows as his hips slowly raised and lowered. My legs had slid down to rest curled around his calves, and lay there languidly enjoying the sensations. He smiled and bent to suck on my nipple, making it stiffen as his tongue lashed at the growing bud. I moaned and pulled his head in tighter, pressing my breast into his face as he made my body tingle all over, switching from one nipple to the other and back again. Another small orgasm shot through my body and I ground my hips into him as my insides gripped at his invading shaft. At last he straightened up and began to thrust into me again. His hands grasped my breasts, my nipples caught between his thumbs and the side of his forefinger. He kneaded my breasts and tweaked my nipples gently. In a post orgasmic daze I placed my hands on his, taking over pinching and rolling my nipples when he removed his hands. He reached back and took hold of my left knee, and bent it until my calf was over his shoulder. Then he brought the other up, bending me in half as he leaned down, his mouth next to my ear. Our groans made a soft counterpoint to the rhythmic noise of his hips slapping loudly into mine as he hammered into me. He began to breathe more heavily. "Are you ready," he asked? "Huh?" "Are you ready to cum?" "Oh yeaaaahh," I moaned, pinching my nipples harder. "Can you feel it? My pre-cum mixing inside you, slicking the way for my sperm? Can you feel my dick throb deep in your channel? Picture it, the holes so close to your cervix..." I closed my eyes as he said those things, and an image of my insides built in my mind as another orgasm built inside me. As it drew closer, his thrusts became erratic and I knew he was about to cum. His body curved upwards as he thrust into me and my knees slipped to his elbows. I was so close I could taste it. His breath was coming in gasps, a soft puff on my face, the sweat from his chest mingling now with mine. Then it happened. A pause. A groan, a sharp, hard thrust. Another, and with it I could feel his sperm fill me, touching off an orgasm that struck me to my soul. My every muscle clenched, locking tightly around his dick, my cunt sucking his cum through my open cervix and lodging it high into my womb. We lay there, I don't know how long, his body heavy on mine, his chest squashing my soft breasts, my legs tight against my stomach, knees folded over his elbows, and that magnificent prick inside me, the strange shape keeping the flood of his semen from leaking out. "Look into my eyes," he said in a gentle voice. His eyes were a deep brown with a reddish tinge. "I want to see your eyes when it happens." "When what happens," I asked, looking deeply into his orange-brown eyes. "I filled you with my sperm. In a moment conception will occur, and it has a profound effect on your species." "Conception??? You're trying to get me pregnant? Oh shit, your cum is in me. I've got to get it out of me before it's too late. Get off me. Get off of me!!!" I tried to push him off of me, but my hands were still grasping my breasts and the tweaking of my nipples sapped my strength. I couldn't push hard enough to get him off. I tried to straighten my legs, but he was just too strong. He almost laughed in my face as I struggled beneath him. "Get it out of you? Why even if I jumped off of you right now, your own body sucked my cum up to meet your brand-new egg. You will carry my child; there is nothing that could possibly stop it now." But then it didn't matter anymore. My brow furrowed as deep in my gut, two things: a human egg and an alien sperm, came together, and all other thought was suspended. There was new life inside, stronger by far than a human, and as the cells split I could feel the life, even sense some level of awareness. My child was already touching my mind, and I knew instinctively that it would shortly overpower and take control of me. And very soon my life would change again.