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"-ake up Weiss WAKE UP!"

"Huh?"

Weiss Schnee's head was killing her, the cold metal floor not helping as she pulled herself off the ground, unsure where she even was at the moment. She had been waiting for one of her family's servants to pick her up after Beacon had fallen, one of the useless military convoys nearby while she was waiting when... No wait what happened? It wasn't like her to just forget yesterday. Given how many years she had her life scheduled down to the minute, it was ludicrous to imagine she'd so easily lose time unless...

"Urgh..."

She knew her body well enough to know something wasn't right, her muscles slightly numb like they were half asleep, her thoughts sluggish as she looked about the sterile environment, trying to formulate a plan as she had clearly been drugged and captured. No one would be able to bounce back from that instantly, but she'd-

"Oh good you're awake! Uh, do you know what's going on here?"

Well, most people wouldn't.

Turning her head, Nora was bouncing around, clearly uncomfortable being locked up in place, but not all that worried all things considered.

"Give me a second Nora, I need to figure out where we are, then we can-"

"Oh we were arrested by the military! Weird right? Well, you were bonked out, this was supposed to be my room but then they put me here. I thought we were bunking together but then I saw the dart. So... any ideas on what we should do next?"

Weiss needed a moment to let that all soak in, confused to why the military would care about them. Weren't they the ones who messed up this entire Beacon incident? She knew from what Winter had accidentally leaked that they had- Oh wait that was bad.

"Nora can't you use your semblance to open up the doors? This is bad, I have to contact my family ASAP!"

She meekly held up her cuffed arms, shrugging as she replied, "Nope! These things've been sucking away all my juice! I've been trying for hours, but I mean, how bad could it be?"

It didn't take long for that question to be answered, a harsh buzz sounding off an intercom.

"Good, test subjects for project Reboot are both awake."

Every alarm was ringing in Weiss's ears at the terminology, not unfamiliar with the way shady experiments were run as she quickly demanded, "I-I demand to speak to whoever is in charge! I am a member of the Schnee family so you best not forget who helps fund your-"

The intercom clicked again.

"Yes, the same Schnee company that overcharged for Dust leaving us with resources so spread out it led to the collapse of Beacon. Your sister will be informed of what's happened to you later today as part of her punishment for also letting this happen."

For a second, Weiss was too angry to be stunned.

"HER FAULT?! You know DAMN well that was Ironwood's show! It was all of YOUR incompetence that led to-"

"Er, why am I here?"

The arguing paused at Nora's interruption, the intercom taking advantage of the pause in Weiss's yelling to continue.

"Part of project Reboot includes the recommissioning of the destroyed weapon prototype. Unfortunately for such a... human weapon we cannot replicate some of the elements perfectly. A host is needed for model 2, one that has a high affinity for electricity and her battery is special. If it's any consolation, there should be minimal pain for the both of you, though the changes will be intense."

"YOU THINK WE'LL JUST SIT HERE AND LET YOU-"

"Activating solutions Soleil and Operation Reboot."

Rather than letting Weiss rant for any longer, the shadowy figure behind the glass pressed a button, the back of Weiss's neck prickling as her whine died to a confused groan, the room spinning as she tumbled to the ground. Nora quickly went to help her squirming friend up, unaware that left her open as her wrist bindings unlocked, flying up and above before shocking her quite literally as it burned a hole in her pants, plugging straight into her exposed privates.

"OOOOH~!"

Considering the sudden intrusion, Nora had expected to feel some discomfort at something ramming into her weak spot, but the device was clicking as it shot out bursts of numbing, erotic lightning, her pussy suddenly twitching as the device coiled inside. It spilled out electricity, numbing anything but the pleasure as it dived deeper, sparking her insides as a few internal pistons began teasing her slit, a wet gush accompanying the sudden insertion as the added lubricant let it slot in deeper until something clicked, Nora's tongue lolling as she gave a few short squeaks before her semblance was suddenly activated. Rather than exiting her fingertips or forming an aura in her body, it was all sucked into the device, powering itself off her aura, turning and fucking her faster and faster as the static led to the spreading of a strange, green field to her aura, sparking her ass as her cheeks began to rise.

It felt weird, electric tingles massaging her hips, charging the space between them, separate polarities increasing the pressure as she joined Weiss in squirming on the ground. Try as she might to stand, it was impossible when her hips were popping, her legs twitching awkwardly as her pelvis unhooked her legs for a moment, her ass fat bubbling as slivers added to the series of slight component changes to her skeleton as another two inches were added to the width of her hips. Her skirt felt tight at the hem, her curvier bottom splitting the pink fitted fabric with a sharp rip, her moans echoing with Weiss's as her sensitized bare bottom plopped against the cold floor, her third orgasm barreling through her as she slumped, completely spent. At least, she would have been normally after experiencing such intense pleasure and changes, but the device beeped, injecting more green into her aura, Nora's eyes brightening as once again her semblance was forced to activate.

Weiss was struggling with a different type of force, the dart that had knocked her out earlier mixed with something special, some sort of command order issuing to the spot at the base of her neck as it felt like the muscles around it were spasming out of control. There was no way to fight the enemy when her own body seemed to be their weapon, her throat struggling to breathe as her vocal cords were tuned like the strings of a guitar, her choked grunts deepening as the red dot darkened to a creamy chocolate color. She couldn't see it yet, the dot now a patch, looking like a splotch as it curved around her throat, Weiss's throat working dumbly as the shade colored the skin over her collarbone, a sudden crunch widening her petite frame slightly, her throat fully coated as an alien voice moaned from her lips.

"Ahhh Ahh~ ahhhhh ga- aawd!"

Her new voice lacked her bratty edge, coming out more even tempered and smoky, something throbbing in the back of her mind as the chocolate coloring slipped under her scalp, a noticeable, throbbing tingle gracing the folds of her brain as her eyes watered in response. It almost felt good in a weird way, her chin quivering as she worked her jaw, sighing as the hollows of her cheekbones scrunched rounder, smoother, her elegance replaced with an enticing softness as her lips felt parched. For some reason she couldn't stop puckering them, her tongue running over them, her fear fading to a subdued enjoyment to the vague pleasure hitting her lips, each pucker thickening them as they swelled to juicy size, a wet kiss noise finishing them off as Weiss closed her eyes, imagining how good it would feel to give in to command's orders, this pleasure just a start to- Weiss's eyes shot open, her icy blue darkened a few shades to a bright sapphire, her hands clutching her forehead as she tried to fight off the dull pleasure of subservience, her pride flaring as her sharp nose pugged slightly, her eyes angling as she choked out a moan.

Nora at least wasn't fighting against any mental pressure, the mechanical device for now only focusing on making the battery receptacle fit properly. Unfortunately this mechanical renovation included the shape of her most intimate of areas, the outer layer of the device shifting to a mold, small wires striking out and tickling every fold and crevice of her vagina as Nora tried to hold back her electrical power. In response another zap hit her clit, her body clenching everywhere but the spot that mattered, electricity pouring out into the device as the slick juices covering it amped the electrical discharge. That led to a few discharges of her own, the added energy to her aura injecting excess of her original into her thighs, her legs spasming as a pressure pulled from her toes and thighs.

For how loud and intense the following minutes were, the changes weren't all that noticeable, but for Nora every nook and cranny of her lower half was being molded and changed, each change very apparent whether it was the stretching of her femurs or the crinkling of her toes. It was a cross between a very thorough deep tissue massage and being spread on a rack, the static interloping aura clutching her toes as they were pulled firmly and gently outwards.

CRICK

She could only moan, her thighs jiggling with spread fat, her toes angling downwards as each wiggled longer, her soles tingling as three extra inches were added to her height. There was a sweet soreness in her ligaments, the device pumping once more as electricity soothed any torn muscle, healing it instantly as if it had always had that shape and form. Looking down, it was hardly an ill fitting change to her body from the outside, Nora wondering what was even happening to her. All she could tell was that she was sexier, though didn't they say she was becoming a human weapon? The only one she knew of that fit the bill was-

"Penn-EE EE EE~!"

At the thought, a bolt of ecstasy stabbed right into her guts.

Weiss wasn't faring any better, but she was attempting to resist, her fingers massaging her temples as they popped slightly, her eyebrows thickening as they darkened to an inky black. She didn't like how good it was feeling, unable to stop the sighs that rolled off her changed teeth, her tongue still probing the sexy puffiness of her new lips as each surge of pleasure made those thoughts of following Atlas command's every order all the more enticing. But she wouldn't give in so easily, she was a Schnee after all! And the only person she allowed to boss her around was hers- uperior commander. It gave her great pleasure to-

"Get out of my head! I'm not some DOG to the militar-YYYYYY~!"

Something stabbed into her forehead, her eyes rolling about, flecks of spittle leaking from her lips as the changes crunched her forehead, small concussions making her thoughts muddier, resistance harder all the while military propaganda slid into the forming cracks of her psyche. It was arousing her, as her thumbs felt the center of her forehead, feeling the skin tense and harden, a golden sunspot design forming as a yellow oval was graced with dots at every cardinal direction, Weiss's face fully changed as the chocolate skin shaped her ears, rushing inside the canals as her brain's pleasure centers activated.

"AHHH AHH N-NOOO I W-OHHHN'T G-HIIIVE IIIN~!"

Her new voice teased her, sounding lovely, perfectly stern for commanding her subordinates, her eyes watering as she panted like a Grimm near weak humans. Weiss's expertly styled hair was coming loose, bangs spreading down from ear length to chin, a slightly jagged cut making her fringes slant at the bottoms as she continued to huff against the rising need to submit. She almost wanted to whimper when she saw her hair lose its white coloring, a lovely, more tactically camouflaged inkiness covering her field of vision, but the real trouble began once her tanned skin moved down, her nipples puckering in excitement.

Before she could even beg, the tan was seemingly groping her as her nipples twisted in the shifting skin tone, her fingers spasming as they dropped from her forehead, twitching while the tips of them similarly tanned. It was like an invisible groper was phasing through her skin, her petite breasts bubbling as the changes teased them thoroughly, Weissl's thighs getting slicker by the second as she bit her lips, the pleasure conditioning her. Her new voice was repeating in her mind, the phrase "Give in” endlessly echoing as each utterance was given some new erotic undertone, conditioning subservience with pleasure, her fingers now tan to the knuckles, each one firming with added power as her palms gained callus from army drills.

A shock ran from her brain to her fingers, the fingers moving against her will, beginning to flex and point, her pale arms weak fat firming with bits of muscle surging with every shock. Drills were reshaping them, strengthening the flab, her slightly broader shoulders popping as they relocked into her new collarbone, her eyes widening at the sight of muscle and tan spreading down, her arms unrecognizable, uncontrollable, the voice whispering nothing but submission as her hands suddenly slapped atop her rising breasts.

"WAAAAIT! N-OHHHH STOP YOU'RE MY HAAAANDS YOU'RE M-MY-"

They didn't care, the orders from Atlas to pleasure herself into submission, Weissel expertly groped as her resistance flagged in response to her nipples being pulled, her chest surging and spreading as the front of her outfit tore from the growth and rough handling, her pussy trembling as she squeezed her thighs shut, trying not to burst. She could tell if she did, she'd lose more than just some fluids, her pride quivering, melting, and it would be scarier if the thought of serving her military overlords made her so wonderfully horny for orders.

Nora was struggling with the realization that she was becoming Penny, the thought of being a friend weird, made worse by the unrelenting buzzing of the device, continuing to spill green into her aura, pleasuring her as the buzz began to spread up her spine. She quickly shoved her fingers into her pussy, desperately trying to pull the device out, shuddering as she inadvertently enjoyed the feeling as her semblance sparked again, lightning spilling out her shifting fingers, her usually short cut nails for her hammer gaining added length as she could feel her muscles grip slackening, weakness spreading as her arms were filled with Penny's aura. It crushed them down, her biceps and triceps struggling against the pressure, years of lifting a large hammer fading with the shrinking of her arms. It's not like her muscles were all that apparent to begin with, but the feeling of weakness was really bizarre, muscles falling into a coma as they slackened, the device so firmly ensnared in her snatch that it did little more than spread the changes further as she bucked once more in agonized ecstasy.

"I-I won't let you do this! HNNGH!"

Nora wasn't exactly the type to give in, but feeling the spreading weakness climb up her arms and roll over her shoulders led to a renewed urgency at fighting back these feelings. Already she could sense the device shocking her clit, sending a charge up her spine ready to convert more of her, but she wasn't having it. If there was one added upside to her semblance, it was that she was used to electrical charges going through her, though it was a difficult thing to counter especially with the added distraction of raw ecstasy shooting through her nerves, but with a bit of focus, rather than fruitlessly sending her semblance out she sent a negating surge to meet the wave below. It wasn't undoing any of the changes, but she could feel the waves stop at her half drained shoulders and navel, pausing the onslaught to the chagrin of the scientists.

It didn't worry the eyes peering through the hazy semi one ways even if it was unexpected, their disciplinary example having no skills or chance in undoing her changes and soon enough their new agent would end the quasi stalemate with their soon to be duplicated Penny. Weissel was certainly offering only the meekest of resistances as even her struggled "No's" were slipping to enthusiastic groans of delight as her fingers systematically pleasured her breasts, one remaining as the other danced to tease her slender waist. Such soft, pliable curves made for easy playthings, her willful fingers sculpting the elegance to something with more practical usage, muscles squeezing and swelling like her larger breasts, the strength making her thighs tremble as Ceissel gasped, feeling something squirt out, her desperation not to cum not enough to stop her resistance from trickling out.

And with every leakage the desire to submit grew, her new voice growing louder, the groping more sure as she molded abs from flatness, her curves broader and more luscious than before as her spine popped accordingly to better balance out her new top heaviness. Her thighs were trembling as her free hand moved lower, trying to wriggle into her slit and finish off the job, Ceissel scared that she'd piss off high command if she kept delaying the inevitable, her orders to cum truly not something she should be this averse to-

"GET OOOOUUT H-H-OVVV MYYYYEEEEAAAD~!"

The orders grew audibly frustrated in her creaking cranium, one hand pinching her nipples as the other danced around, the rims of her thighs already overrun with chocolate as without mercy her ass was slapped and groped, each smack jiggling the flesh as spots of darkness spread, each smack and knead swelling the petite girl's ass to a firm, cushioned seat as she thrashed about. It was unstoppable now, her hips spreading, her thighs growing, one last burst of begging before the pressure spread open her legs as she finally came.

Ciesel's body spasmed rapturously, the milky spurts of cum draining the rest of her complexion, her toes flexing as the chocolatey smooth skin tone spread down her legs, diving into her folds as the virginal, tight slit gushed from a sudden influx of experience. It felt so good, too good to imagine fighting, each stirring of her folds like an order from Atlas high command as she came repeatedly, each gush swelling her spanked ass cheeks, her thin thighs swelling as they grew soaked in the refuse of her fading thoughts and identity. Her clothes grew soaked in sweat and cum, the nano infused mixture that caused the changes swimming through her outfit as it was reformed, gold bordering her torn off sleeves, said sleeves becoming arm length fingerless gloves as gold plated buttons sewed into the fashionable attire.

Her snootiness was put through boot camp, every thought of personal pride or attachment to the Schnee name fucked away, forgotten memories roughly plugged in with the army, her commanders, a desire to serve sanding away every thought that didn't fit her obedient personality as the pleasure made sure that every last martial order was graced with overwhelming surges of ecstasy. Her kicking legs were the last to go, her soaked pantyhose thickening to stockings, gripping her swollen thighs as Ciesl's hand finished its spanking and disciplining of her own ass, the thick, perky voluptuousness needing no more work as her fingers found far less resistance as they wriggled in to scratch off the final pieces of her former self. It was such a strong sense of pleasure, her dancer muscles thicker, born of marathons and intense exercise, her feet flexing as she fingered herself quickly, knowing she was on a timetable now and had orders to follow. At some point the fuzzy bits of Weiss in her head were begging to be converted, ready to follow orders as they counted the seconds, giving in to something greater as Ciel came out the last of her insubordination to Atlas.

It was shocking how quickly Ciel went from horny mess to the picture of composure, her skirt detaching from the dress as it turned cerulean and gold, her heels kicked outside of the splash zone as they remained. There were still flickers of who she had been and the knowledge that she had been changed was there, but the obedience was hard wired into her pleasure zones, the thought of being upset or disobeying orders having an intense negative shiver as she stared ahead, awaiting more orders.

"Ciel, high command orders you to assist project Reboot. Please get this done as quickly as possible. Command expects to see the results within the hour."

She nodded an affirmative, taking half a minute to catalogue how long showering, dressing and travel would take, deciding that she had a five minute window to finish up the changes. Looking at the struggling... whatever her name was. The future Penny had her eyes shut in intense concentration, clearly doing her best to not give in. This made it easy for Ciel to get to work, starting with a few flicks of her nano juice covered fingers, the girl's clothing starting to shift while Ciel gripped her breasts, teasing them as the girl's eyes shot open, electric sparks erupting out her eyes as their emerald color deepened, a stray forelock springing up as Ciel intoned orders.

"We do not have time for this Penny. You are made to take out all threats. This should be a simple hurdle to overcome. Do I need to remind you who programmed your orders?"

Nora had been so focused, equal parts force and focus needed to hold back the building electrical hum of Penny's aura. So when Ciel took away the focus, all that force burst through, Nora screaming as she felt electric surges pulse up her spine, zapping her nipples as her thoughts were shocked relentlessly, Nora squealing as she tried to hold onto herself, to remember that Nora was a friend of rank three importance and thus could be disposed of in her memories.

"WAIT WAIT N-OHHHHH~ S-STAAAHHP IIIIT WEI- W-? C-CIEL I C- AHHHHN'T AH AHHHH~!"

"Order unverified. You are not yet unit PENNY. One minute has passed, I will be pleasuring you harder. Hurry."

Pora groaned, Ciel's squeezes rougher, making her breasts shrink as they were groped. Bit by bit they were pushed down a cup size, Pory drooling as she begged her to stop, Ciel ignoring the unauthorized orders and shutting them out with her own mouth as her knee knocked the battery deeper as one last push. That small push was all it took, Pery's aura irradiated green as she thrashed under her caretaker's body, her features melting under her hot kisses as her conversion to humanity yaaaay~ hastened to completion.

There were so many orders, so much data overwriting her memories as her orange hair styled itself into curls, her gloves turning to ribbonny armlets as the orders wouldn't stop overcrowding her thoughts. It was frying her brain, each new thought needing a deletion to cram inside, a pink bow forming from the detached collar of her jacket, a maid outfit forming over her body as Ciel teased her until she approved, Perny squirming as the shocks took her former name and memories and began the process of removing them from her mind. She didn't know what to do, each attempt at holding on making them eject further, Perny grunting as they were pushed further and further down, her fingers clenching as combat readiness and prime commands replaced her worries, Ciel's amazing teasing enough to make her unclench those concerns hovering around her core, Penny screaming as her hips bucked, the battery unit squirting out as the last of her semblance buzzed over her horny skin, the freshly minted girl's head still spinning from the rush of human skin as she couldn't wait to show off her new body to Ruby, Jaune and DELETED, er, uh just those two right? Yeah.

"Salutations Ciel! Could you do that bodily diagnostic again? I found it incredibly stimulating! Or wait is there another human term for that feeling now or-"

"Hmm, we have a minute and a half. Request denied. You must show yourself off to high command after a shower and outfit change. Repeat your current moniker."

"Penny Polendina Mark 2! Wait mark 2? When was I- DELETED ... ... Salutations Ciel! Did the humanization experiment go well? I have all these unprogrammed urges and I think my internal cooling is off as I feel an intense heat between my-"

Ciel dragged her back to get washed up, ignoring her requests for pleasure as she got her presentable for their superiors, happy that it had all gone off without a hitch.

A few tests later and it was confirmed to be a success, Penny's semblance altered to controlling all tech within a wide radius of her body, the higher ups as thrilled with her as they were with Ciel, wondering how many dissidents they could make useful to Atlas after a quick jab of her nanobots. Ciel was happy to let them poke and prod her body, though only if commanded to while Penny left confused at the drained feeling she had. Yawning as she remembered that humans had their own form of powering off, she quickly changed into a nightshirt and moved to bed, thrilled to be a human, not even the weird dreams of another orange haired girl able to dampen her mood as she drifted off to sleep, hoping she could see all of her friends again soon.

Comments

Evan Sayers

Awesome work! I am curious as to what Winter's punishment will be tho