Author's Notes: Ooh, look! The plot!

Late that night, all was quiet onboard Red Dwarf.

Everyone was sound asleep aboard their mother ship.

Everyone except the Cat, that is.

The poor feline was sitting alone in the Drive Room, staring at the digital clock on the wall. He was waiting for the two and a half hours to end so he could go, get Lister to take over and then get some well-deserved sleep. He didn't know why he was putting up with this. He had to sit here, alone in the dark, staring at a bunch of screens, looking for something big, hairy and drooling all over the place.

Not that he was looking all that closely.

The Cat had spent most of his shift trying to kill time until he could go to sleep. He had spent the first half hour playing an adventure game on the video console, but Holly locked him out once he realized what he was doing. Then he tried to build a tower out of some old circuit boards and wires, but it kept toppling over once it was two feet tall.

After two hours had passed, he tried to work on a song, and for awhile it was going great. He had worked out most of the places for shrieks and yowls, and he considered taking it to the cargo bay to sing it for the Skutters. But then, he found himself stuck with writer's block, as he couldn't decide whether or not he should put an "Awough!" before an "Oohwagga!"

This kept him sitting there for ten minutes, pondering about what to do, before he finally realized that it had finally been two and a half hours.

Relieved to get away from his work, he got up, put the lyric sheets away and headed for the door.

"Alright," he sighed. "Time to get the monkey up and ready for action."


Cat arrived in the sleeping quarters about ten minutes later. The doors slid open before him, and he peered into the darkness. He could just make out the bunks in the wall and headed over to them, following the sounds of a mack truck downshifting on a freeway.

Lister's snoring guided him to the correct place like a foghorn. He got as close as he dared to his crewmate's face before he started to shake him on the shoulder.

"Hey, monkey – wakey-wakey time!"

Lister snorted in his sleep but didn't wake up. He just snored louder and louder.

"Hey, come on, bud. It's your turn! You gotta keep an eye out for the beastie!"

But Lister still wouldn't wake up.

"Hey! Wake up! I want to get some sleep!"

But Lister just snored loudly in response.

Cat couldn't help but admire Rimmer in this one moment. How could this guy share a room with this orangutan? How could he get through night after grueling night listening to Buzz-Saw Larry above him each time?

Sighing to himself, he knelt down to the lower bunk and tried to wake the other one up.

"Psst! Laundry Shoot Nostrils, wake up!" he whispered, shaking him lightly.

Rimmer inhaled sharply as he slowly rolled over and began to awaken. "Hmmm? Huh? McGruder…?" But then his vision focused and he saw who it was, causing him to scowl with irritation. "Oh, it's you."

"Don't sound so disappointed. Lot's of people can only wish they woke up to my face."

"And they are who now?"

"Come on, man, you gotta get up."

Rimmer glanced around and saw the digital display on his clock. His eyes widened with disbelief. "It's only 12:45! It's Lister's shift! Wake him up!"

"I already tried, but he won't shift! Come on, someone has to take over from me. I need my sleep! I'm starting to get bags under my beautiful eyes!"

"Oh, my heart bleeds."

"Well, what do you want me to do? He won't wake up! I need to – "

But the Cat never finished that sentence. His entire expression froze into a caricature of astonishment and terror, only allowing his nostrils to flare slightly in short movements.

"What the hell are you doing?"

"I can smell it."

Rimmer sat up straight now, leaning back against his hands for support under his low ceiling. "What, the creature?"

"It's nearby."

Rimmer scrambled out of his bunk and got his slippers on, relieved to have found the other one already. "Where is it? How close?"

"I'm not sure. I think it's on this floor, though."

"Oh my god… Quick! Check the doors!"

They both hurried over to the open doorway and looked down the dark corridor, staring fearfully down its depths, trying to spy any sort of movement.

"Can you see anything?" Rimmer asked, trying to keep his knees from giving out.

"Nothing, but I can still smell it," Cat replied. "Sometimes I smell things before we can see them."

"Is it coming this way? Can you tell?"

"I think it might be. The smell is getting more powerful."

"Oh god, oh god, oh god… We need to do something if it comes here. We need to defend ourselves."

"I really wish I hadn't smashed that guitar so soon…"

"Maybe there's something else. I think Lister's got a baseball bat somewhere around here…"

They turned around, but they couldn't really see anything in the dark.

Rimmer activated the voice command system. "Lights!" he ordered.

The entire room lit up, and what they saw in the middle of the room shocked them.

It was Lister. And…

"Oh my god, he's nude," Rimmer moaned as he looked away with disgust.

Cat covered his eyes while trying to look annoyed. "What the hell, man! I tried to wake you up a few minutes ago! What's the deal? Why aren't you…? Put some damn clothes on!"

But Lister just stood there, and then they realized something.

He was still snoring.

"What the hell's the matter with him?" Cat demanded.

"Maybe he's sleepwalking," Rimmer suggested, daring to actually look at Lister.

But when he did, he realized his attention was more drawn towards his face.

Lister's mouth was hanging open slightly, allowing lots of drool to pour out.

The snore became louder still, a bit more gurgled this time.

And then Lister's eyes opened wider. They were completely black, almost soullessly glaring back at them.

Rimmer and the Cat stared at him in terror.

Then Lister's mouth opened wider, revealing three rows of sharp teeth.

"What's going down here?" Cat cried.

"My god… I think…Lister's turning into…a GELF!"

Before more questions could be asked, Lister body started to grow hairier. He began to hunch over as his shoulders grew larger and broader, and his face began to distort as it shifted and restructured itself. They listened to the sounds of bones grinding as they stretched and contorted to take on the new form.

His snoring was getting louder and faster, sounding as if he was in some sort of pain, and then it sounded like it was turning into some sort of beastly snarl.

Rimmer and the Cat were frozen with fear, neither of them quite sure what to do.

They could only watch as Lister's face seemed to vanish, and it was replaced with that of a very angry-looking GELF. He grew at least four inches taller than he had been, and he looked like he could've handled himself in a game of Zero-G Football.

Finally, the transformation was complete, and now the GELF towered above them. He growled with a deep rumble, baring his rows of fangs, and allowing some drool to spill on the floor.

Rimmer and the Cat stared at up at him, as he lumbered forward and got in real close. He sniffed them experimentally, as if testing them.

At last, the GELF stopped sniffing. He then drew back sharply, and then he charged forwards. The two barely had time to get out of the way as their cursed crewmate bounded past them, through the doorway and down the corridor, vanishing into the darkness, it's loud stomping echoing as it disappeared further into the ship.

Rimmer and the Cat stared in horror and anguish at their fallen crewmember. They slowly turned to look at each other, neither one reassured by the look of abject terror on the other's face.

Finally, they realized the solution. They both said one word together.

"Kryten."