Heather Mayweather chapter 7

Animal instinct part 3

Holly was continuing to fondle Heather/Hotdog's furry orange breasts. They were quite fuzzy, soft and squishy and were even removable from the suit she wore. The whole time Hotdog was laying on her back and sticking her tongue out as she thrived in heat from the pleasure massage. She begged inwardly to turn back to normal but was still this blind dog with huge boobs.

"Who's a good pooch, you are~" said Holly, petting and rubbing her friend's big knockers.

Hotdog was in heat as she had her breasts rubbed. Why was Holly so good at this? She wondered why the watch was still not turning her back. She was helpless to stop Holly as she couldn't speak. She mustered enough strength to backflip and growl in annoyance at her friend, stuffing her fuzzy breasts in her jumpsuit before returning to all fours.

"Sorry H, you're just so cute and fuzzy teehee" Holly said. She petted Hotdog and stroked her beautiful fluffy mane. The fur representing her long hair was so soft and fluffy. Hotdog smiled with the more gentle petting. She then by surprise jumped on top of Hotdog and said "come on girl, mush!". Hotdog panicked and ran around trying to get her off.

After a few more minutes Hotdog and Holly made it back to the RV, the former tired from the earlier skirmish and from Holly riding on like a horse midway.. Why has she not turned back yet was the thought on her mind.

"Oook let's get going" Holly said. Hotdog weakly crawled into the vehicle, too big to properly squeeze in but made it through.

Suddenly the familiar sound of beeping was heard. The omnitrix symbol flashed red and in the large eyeless beast's place was the normal human figure of the buxom Heather on the floor.

"Uuugh" she said lying face down and turning her head. "Don't ever do that again…" Heather said

"Teehee, ok. I was just having fun…and I wanted to thank you for saving me" Holly said.

Heather stood up with her arms and turned to her friend who was shyly blushing and said "don't mention it" as she smiled. Holly was happy to hear her reply.

"Well, that was quite entertaining was it not?" Said the familiar electronic voice of Omnifica.

Heather looked at the aqua blue watch on her left wrist that was recharging with a red faceplate. "Why did I stay 'Hotdog' for that long?" Heather asked.

"Apologies, it appears I had more reserve power than I thought hmhmhm '' said the sly watch a.i..

"You're a riot" Heather said as she picked herself up.

"Well…i was planning on going out for a meal with you with the food i bought but uh, it was lost in transit" Holly said, remembering her panicked dropping of the food from running from those animals.

"It's fine Holly i mean, i had to make an excuse to ditch work to see you anyway and…oh crap" Heather said remembering her excuse to her boss and premature leaving of her work. "Oh no no no, I gotta get back to work! I gotta get my boss coffee!" Heather said, panicking as she turned on the engine.

"Coffee?" Holly asked.

"Long story" Heather said as she rushed her way back to work.

—-

As she made her way back she stopped at a store to buy some coffee beans. Cheap as they may be, she was running out of time before her work ended. She was going to rush into the paper pusher building, halfway into putting on her business apparel and carrying the coffee bean bag in her teeth.

"Come on, come on!" Heather said as she put her heel on her bare foot hopping outside, her breasts jiggling up and down from the jumping.

"You sure you're ok H?" Holly asked.

"I'm fine! I'll be back in 10 minutes" Heather said as she put on her heels and ran to her office, heels clacking on the pavement.

She ran inside and rushed to the break room. On the way, Stacy saw her running.

"Heather?" she asked.

"Stacy! I just went to buy some coffee beans because uh..we're all out! Gotta give the boss something!" Heather said jogging in place.

"The boss? Heather wait, He-" Stacy began to say only to be cut off.

"No time! Gotta go" Heather said running. The day was almost over and if she came any later she'd be fired for sure…no matter how bad the boss wanted to get into her pants…worse yet he'd use it as leverage against her for a night in bed…the thoughts scared the poor woman. She hurried into the break room and turned on the coffee pot and closed the door. A few minutes later she opened the door carrying the hot beverage.

"Here i come Mr Takodo, here's your-eep" Heather said as she tripped and ended up falling on her bouncy breasts and chest face down on the floor as the coffee spilled all over her blouse in the process, the mug dropping to the floor, thankfully not breaking as it wasn't made of glass. Heather lay there face down with her skirt hiking up showing her panties and butt in her red heels. The few coworkers left, especially the males, saw this display. One of them even used his phone to take a picture of her flashing butt.

Heather picked herself up and lowered down her skirt. She looked down and saw the stain, clearly upset by it.

"Man…i'm so fired…" she said downtrodden.

"Heather, wait up!" said the familiar voice of her coworker friend Stacy.

"You're too late Stacy, i already messed up" Heather said, looking at her mess and the spilled coffee mug. "Now I'm going to be laughed out of the job," she said.

"Heather i was trying to tell you, the boss took off early today" Stacy said.

"What? I thought he was waiting for the coffee?" Heather said.

"Well he said that but he didn't want you to go through the trouble and just left as it was almost quitting time anyway. He tried to call you but your phone wasn't responding" Stacy said. Heather knew all too well why.

"O-oh, silly me, I think I forgot to charge it at the time" Heather said, making up a reason for not answering the call from her boss.

"Gotta say it's not like you to not be aware of a call. Are you sure everything's ok?" Stacy asked.

Heather got up and picked up the spilled mug.

"I'm fine I just uh, was in a rush to get the coffee since it was almost closing time ehehe" she said sheepishly rubbing the back of her head.

Stacy raised an eyebrow but decided to drop the matter.

"Well anyway it's quitting time. See you tomorrow Heather" said Stacy as she made her way to the faculty room.

"Y-yeah see ya" Heather said.

As they were alone, Omnifica talked and said "what an inquisitive woman".

Heather looked down at the device on her wrist and said "I don't know if I can balance my uh, alien heroine work with my actual job".

"Well truthfully you may use me as you see fit, but I would suggest better excuses for your hero acts" the snarky watch said.

"Oh please" said Heather.

As she was heading out of the building she saw Janet running out, looking very heated.

"Hey, I thought your little…whatever you did to Janet, was supposed to wear off" Heather said.

"Perhaps the woman enjoyed my little spark session too much," Omnifica said.

Heather walked out and went towards her RV where Holly waited.

"Hey H, how's it go- oh man, what happened to your blouse" Holly asked.

Heather just sighed.

"Just a bit of bad luck" she replied.

"Well ok, but let's get going. I had enough fun for one morning. Let's hang at your place" Holly said.

"Fine, but you better not ask me to be an alien," Heather said.

"Aw you're no fun" Holly said.

1 hour since the alien and animal fight

The van, driven by the 3 mutated animals and carrying machinery, was headed towards the outskirts of the city. It looked like some sort of abandoned white building in the middle of nowhere. The windows were broken and a large hole was in the wall.

The 3, with Parry roosting on top of the van as they drove, parked near the hole in the wall.

Marty walked out with his large gorilla foot hitting the ground. He took the equipment out of the truck. Luu gracefully exited, although she cringed at her own injuries. Parry flew down and walked with them into the hole in the wall.

As the 3 entered the building's interior could be seen. Inside it looked like a destroyed laboratory. White sterile walls and tables that weren't exactly sterile anymore. Some lights were broken so it was half dark. Machines were broken, although some still worked. Strangely, new machines were put in place that looked brand new.

Going deeper in, the trio see a room lit by a large light with a man working on something, while a large creature in the shadows sat cross-armed. Some small animals scurried around, seeing as the building was abandoned.

"My leader, we have delivered the materials you requested" Marty said as he lowered the satellite dishes and other wires and remotes.

The man turned around. He put up his goggles that were on his eyes. He had a sort of long nose and brown hair with a lab coat and was wearing a large device.

"Ahh, yeees my wonderful pets-i mean, my compatriots. I thank you for your assistance, although I assumed you'd be here much earlier" he said. He walked over and procured the mechanical devices.

"Exquisite. Such technology will allow me to revolutionize the world! Soon many more of you will thrive, and it will be because of me, Doctor Aloysius Animo" said the apparent mad scientist doctor.

The 3 animals looked at each other for a bit and turned back to Animo.

"Ah-I mean, because of us" said Animo.

"Squwaak, hey doc, got anything to eat?" asked Parry.

"Ah yes, I've prepared your feed over there" said Animo.

In the corner was a jumbo bag of bird seed. Considering Parry's size, it was a waste to have a bowl.

"Haha thanks boss" he said and waddled his way over to eat, pecking at it. Even with an enhanced human-like brain, a bird will be a bird.

Animo turned to Luu, who had several scratches on her.

"What happened, my feline femme fetale? You look so tattered. Don't tell me you were caught off guard by some humans that are inferior to your speed" Animo said.

"No…it was another creature. It looked unusual, like a dog or cat mix with no eyes…and it was very agile as well… that's why it took longer to deliver you the materials" she said, licking her arm.

The mad doctor was intrigued. "A dog/cat with no eyes. My my, could someone else be interested in genetic engineering"? he said.

"All we know is that it was accompanied by a human girl," Luu said.

This piqued Animo's interest as he looked up at the 2 animal servants of his.

"Quite the interesting turn of events. Perhaps this girl has tamed the beast" Animo said.

"All I know is I won't be defeated again, I'll tear her limb from limb, and that human" the leopard girl said.

"Of course of course, but first you must recuperate my dear" the scientist said.

Luu silently agreed and prowled back to her own corner of the room with a low leopard growl.

This time it was Marty's turn to speak as he walked forward in a gorilla fashion, fists first. He looked upon the device Animo was working on. It looked like a giant version of the device he wore.

"Master, your device will give more animals on earth the intelligence of humans, correct?" Asked Marty the gorilla.

"Of course my simian friend. With enough work, the entire planet's fauna will be enlightened to the intelligence humanity has" Animo said.

"Humankind is a plight upon this world. Intelligence is wasted upon them….but I will deliver upon you the gift that they have, bringing about a new world order!" He said.

Marty contemplated his words.

"Perhaps we may both live in peace then" he said.

Animo scoffed at the gesture.

"Humanity is too stubborn to adapt to such an evolution. You my friend are a miracle of science. Humanity would never understand you. Remember how cruel they are to you all. It's best to wipe them out…or better yet, have them join you as I will soon demonstrate" he explained.

Marty was looking blank faced and thinking it over. Perhaps he was right, but part of him still doubted the notion that peace wasn't possible.

"Very well master" he said as he walked back to his own space. He picked up a book that he had obtained and continued reading it.

"Peace, what a novel concept. Come now Marty, they'll never accept us" Luu said with glowing cat eyes in her corner.

Marty merely silently looked at his skinnier friend and then back at Parry, who was more carefree.

"Are we so different?" He asks.

Luu simply turned forward. Parry was none the wiser eating.

After a while, Animo tinkered with his transmodulator device and then turned around.

"My friends in evolution. The time is nearly upon us. As you know I have given you intelligence and power with your mutation but, unfortunately my transmodulator was experimental and I could only muster one shot of my evolution ray, but once we obtain another stabilizing component, I will have the power to evolve the animals of the world endlessly!" Animo said in a mad scientist way.

The three talking animal mutants look on. Parry was happy to be able to make some new friends. Marty looked neutral on the matter. Luu however said "another fetch quest? No disrespect 'master' but you sure you can't just get them yourself" as she stood up and crossed her arms, boobs jiggling as her arms pressed against her chest.

"Fret not my dear, for I will be accompanying you, with one of my other more tested devices that is," Dr Animo said, turning to his smaller scale transmodulator. He turned to look at one of the many pet cages he had for his experiments. He found a frog and hooked up his small scale transmodulator to his chest. He then twisted it's dial and activated it, blasting the small creature with a ray of glowing red light. The frog began to grow in size. It gained large teeth and became a similar size to Parry. All the while the 3 sapient animals watched on. The frog was changed into a giant bullfrog with spots on it and sharp teeth coming out of its lower mouth. Animo climbed on top of the beast and mounted it.

"Raaawk, big frog," said Parry. The frog was mutated but still feral and compelled to obey Animo.

Animo then turned back to the mysterious humanoid creature standing in the shadows.

"Remain on guard in case anyone finds out about this place" he said. The creature nodded.

"Onward to creating our haven, my compatriots" Animo said as he hopped his way out of the building with the 3 following him.

"What a weirdo. Are all humans like this?" Luu asked.

"I believe our master is…unique," Marty said.

"Raaawk he's cuckoo" said Parry with a cuckoo clock sound.

In the late afternoon

Both girls returned to Heather's apartment. Heather changed into a pink T and tight white capris pants and was laying on the couch. Holly sat at the small table on her knees. She brought her laptop with her from her place where they stopped by.

Holly changed into a blue T with a cute red miniskirt and white socks.

"So about today…what were those things? Talking animals? Or people in costumes" Heather asked.

"I don't know Heather, a girl in a costume can't jump that swiftly no matter how much she wants to play the part" Holly replied.

"And that parrot the size of an elephant wasn't any animatronic I know," Heather said.

"Anthropormorphic animals are the logical explanation. Besides, this shouldn't seem strange to you of all people dear girl" Omnifica said.

"Why is it that as soon as you showed up this weird stuff started happening" Heather asked.

"The hands of fate work in mysterious ways" said the female watch a.i..

"Hey, I found something interesting," said Holly as she looked at her laptop.

Heather got up from lying down and sat closer to Holly looking at the screen.

"Last night, there was a break in at the zoo on the far side of Jersey. They took 3 animals. The gorilla, leopard and parrot. The security guard was left pretty banged up too…like he was attacked by an animal himself" Holly said.

"No doubt about it, those are the 3 animals we saw," Heather said. "But what wacko would steal animals and give them speech…and boobs….and how did they do it?" She questioned remembering the leopard.

"The security guard was too traumatized to remember everything going on, but he did say it was someone wearing a labcoat," Holly said.

"You're saying we're dealing with a freaking monster movie mad scientist?" Heather asked, clearly baffled.

"Looks like it. Pretty crazy. Guess we'll have to go and chase them" Holly said, smiling and excited.

"I doubt the police can really handle it. Weird needs weird to beat it" she said showing off her omnitrix.

"I resent that statement. I am top of the line technology and not 'weird' as your people put it" Omnifica said.

"Don't take it too personally," Heather said.

Suddenly there was a breaking news pop up on both girls' phones. An alert was issued as what is being considered a robbery was occuring at an electronics store in a sector of the city. Witnesses report seeing bizarre things like animals stealing things and raiding the building.

"Let's go then!" Holly said before Heather put a hand on her shoulder.

"Wait Holly…maybe you should stay here…after what happened I don't want you in danger" Heather said.

"Are you kidding me? Come on H I can take care of myself" Holly said

"Ok but you almost got mauled by a leopard. Aren't you scared?" Heather asked.

"Heck no, this is exciting. It's the most fun I've had in years. It'll be you and me taking down creeps and weirdos" Holly said, doing air punches.

"I agree. Let the girl come along. She's quite boastful and could teach you a thing or two as well" the watch said.

"Fine ... .and I don't need teaching thank you very much" Heather said walking past her friend and going to change back to her normal outfit.

Holly sat and stared at Heather's wide behind in those tight pants blushing.

"There's that feeling again," Omnifica said.

"What feeling?" Heather replied.

"High hormonal activity from someone nearby" the watch replied.

"Who Holly? Nah, there's no guys around" Heather said, presuming things about her friend.

As people were browsing the local electronics place one man was showcasing an experimental new technology that would not only be an excellent battery but also enhance and stabilize the capabilities of any compatible device.

"Yeah, it was real nice of the local science lab to lend us this for display. It's gonna revolutionize the tech world" said the employee to an onlooker.

Suddenly rumbling was heard. The customers were wondering where it was coming from. Suddenly the wall burst open as the 4 animals appeared, a man on a giant frog among them in the front.

"How nice of you to leave me this wonderful gift," Animo said. The frog let out its tongue and latched onto the special mechanical battery and reeled it into Animo's hands.

"See what else you can find" he said to the 3 animals.

All the customers and employees ran in a panic as the animals ran into the store. Luu lept on top of the shelves and snatched a few phones that were on display. Marty stomped through and grabbed some random gizmos. Parry ran through the store and busted through the halls piling things on his back.

Outside, a few minutes after the store was being raided, Heather and Holly made their way to the scene of the crime.

"Do you see what I see?" Heather asked.

"The giant frog and those 3 animals I saw, yeah" Holly said.

"They'll recognize you so maybe you should stay put and try to get the people to safety" Heather said.

"What about you? You can't fight them all on your own" Holly said.

"I'll be fine" Heather said looking at the glowing blue dial of her omnitrix.

"Then hop to it Heather dear, but choose wisely" Omnifica said. Heather turned on her omnitrix. The dial popped up and Heather began twisting the faceplate until settling on an alien she didn't see before.

"Let's try this one," Heather said. She pressed down the dial and felt the energy surge into her.

Transformation sequence:

Heather saw the omnitrix sink into her skin as her skin began turning a nauseous looking green color. Her face, arms and legs turned this sickly green as did the rest of her body. Her hair turned a darker shade of green. She closed her eyes as she felt them swelling and growing. They began growing into eyestalks and bursting out of her face. Another pair of eye stalks came from the sides of her head. All four eyestalks ended with her eyes looking aqua blue with comical eyelashes on them. Her black-turned green hair had begun getting shorter until it turned into a messy pixie cut. She clutched her body with her arms as she felt it changing. From behind she felt her butt growing comically bigger and rounder until it burst out of her pants as her buttcheeks swelled like a balloon. Her body was becoming more of a curved worm like shape as her human legs morphed and split into four big thick chunky green bug legs that grew out of her sides. Her butt became the tail end of her body as it was reshaped into a powerful stinger. Her clothing was redesigned to be an all covering body suit that was split with stripes. Her breasts shook and grew almost twice their size as they jiggled and settled in her suit as 2 stink sacs appeared where her nipples would be.

Finally, from behind her back 2 giant bug wings burst out of her back. She stood and posed with her hands on her hips as she buzzed her wings.

-Sequence over

As the light died down Holly saw her friend now turned into a giant big boobed bug.

"Wow you're a bug ... .and you smell really bad" Holly said. The stench was so strong and putrid Holly was tearing up.

"I do?" Heather said as she was surprised by her squeaky voice. "*Sniff sniff* I don't really smell anything that bad" she said, smelling her arms and breath.

"That's because the lepidopterran isn't so affected by horrid smells. On the other hand they emit a powerful stench themselves" Omnifica said, whose voice was now coming from Heather's head. The girl turned bug turned her four eyestalks to her face and saw the omnitrix symbol.

"Oh there you are," said Heather/lepidopterran.

"So what should you call this one?... I know! Musk-quito! Because of the smell you emit" Holly said.

"That's pretty good… but it's weird being a bug…" Heather said as she looked herself over. Her boobs were huge of course with 2 jelly sacks on the front which she poked.

"What are…these?" Musk-quito asked.

"Pheromone sacks. The adult female lepidopterran develops them. They emit quite the smell for attracting mates" Omnifica said.

"Of course they are…" Musk-quito said with her 4 eyes giving a deadpan look. She looked at her bug legs and her giant behind, wings, and stinger.

"Is that stinger part of me? Why are my clothes so tight?" Musk-quito asked, pulling on her skintight bodysuit that clung to her curves.

"Indeed, and well some suits are skin tight my dear" Omnifica said to which Heather pouted.

"She felt her wings. They were thin and twitched when she touched them. They were a part of her for sure. "Wow," Heather said.

"Um guys, the bad guys are still there you know" Holly said.

"Oh right" Heather/Musk-quito said as she proceeded to try and walk only to not balance so well on her new stick-like bug legs.

"You do know you can fly right?" Omnifica asked.

"Uh yeah, here goes," Musk-quito said. She instinctively began buzzing her wings and lifted off the ground and flew around.

"Wooaah" she said as she tried to pilot her way into the store.

"Easy does it dear" Omnifica said. Heather was getting the hang of flying now as she flew in circles and headed for the giant hole in the wall of the store.

The scared customers that were too scared to move and leave were even more scared as they saw the big bug flying in.

Turning around, Luu saw the giant bug fly in and tackle her to the ground, making her drop all her stolen goods.

"Uugh you miserable pest. Where did you come from?" She asked.

"I'm Musk-quito, and you'd better uh, surrender" Heather said trying to get her bearings and stand correctly on her new bug legs.

"Fat chance" Luu said as she roared her way into tussling with the bug. They went down and began wrestling each other. However Luu recoiled after smelling the awful stench.

"*Grooar* this smell is awful" she said covering her sensitive nose.

"Heh, guess that's good for something" Musk-quito said as she flew off to find the other 3. She ran into Parry and directed her stinger at him and struck his wing, eliciting a painful squawk.

Out of nowhere however she was punched by Marty and fell to the ground.

Surrounding her were Dr Animo and Marty looking her over.

"Well well, what do we have here? A big fly…with giant breasts?" He asked, confused and curious. "Is someone else into the mutating game?" Animo asked.

"Curious creature. It doesn't look like any natural species on the planet" said Marty.

"You're gonna….pay for that!" She said as she angrily squirted out a green viscous slimy fluid from her eyes and jelly sacks right into Marty's eyes, causing him to flail around and knock over the shelves.

Musk-quito herself was surprised at this ability.

"Wow, I didn't know I could shoot slime too," Musk-quito said.

"I can't see," Marty said.

"Troublesome pest. You'll make for good experimentation, or a good snack for my pet. Get her!" Animo said to his frog. It stuck out its tongue and attempted to snatch her into his mouth like a frog would do to a bug. Heather quickly moved out of the way and began flying around squirting slime at the frog. It did little to deter it as it continued trying to gobble her up with its tongue.

Meanwhile…

Holly came into the store and tried to bring the remaining people outside. She went to a scared woman and said "are you ok ma'am? Let's get you out of here". The scared woman complied and went with Holly outside.

Recovering from the terrible smell, Luu shook her head and saw Holly, who she recognized from near the warehouse.

"It's that girl from before! I knew there was something about her. She must be working with that bug" Luu said as she was getting up and preparing to lunge at Holly. At that moment several police had arrived.

"Freeze!" One officer said. Holly turned around and saw Luu and was scared remembering their last encounter. Luu, seeing the cops, snarled and jumped outside to escape, evading gunshots. The cops came and escorted Holly and the woman out.

In the back of the store the skirmish between the bug and animals continued as Musk-quito squirted the frog more while evading its tongue. Dr Animo saw that it was getting crowded with the police here.

"Forget the dropped goods, we have what we need," Animo said, holding the battery. He got off of the frog and onto Parry. "Let's go," he said.

"Raaawk, you got it boss" he said, flapping his giant wings and flying out of the store.

"Hey, get back here!" Musk-quito said. All of a sudden the frog managed to wrap its tongue onto her body, squishing her boobs, and reel her into its mouth.

"Kyaaaa-" Musk-quito said as she was dragged into the giant bulldog's mouth and subsequently swallowed.

Animo flew on Parry past the cops as they yelled "what is that thing?!" And began shooting at it. It did little to stop the big bird.

It flew around before seeing Holly.

"Raawk boss, that's the human girl we saw with that big dog thing" Parry said.

"Interesting, let us take her," Animo said. Parry flew down and grabbed Holly with its talons.

"Aaaaaaah, let go of meeee" Holly said as she was grabbed.

Marty, who wiped the slime off his face, stampeded out as well, the cops unable to stop him.

With the giant frog, it began hopping its way out of the store as well past the cops. It suddenly stopped in its tracks as it began feeling nauseous. Unknown to it, Musk-quito had been shooting slime into its stomach causing it to become queasy. It finally couldn't take it anymore and threw Musk-quito up, vomit coming out with it. The girl turned alien bug lay on the ground as onlookers and cops saw the revolting scene out of a scifi.

"I will…never be able to look at frogs…the same again" Musk-quito said as she was covered in stomach acid and vomit and clearly traumatized from being inside her stomach.

"Woah dude, check out that frog" one guy said.

"Never mind the frog, check out that hot bug chick with those bazongas' ' said a pair of frat boy onlookers. "But ... .oh man she STINKS" he said as he ran away.

Musk-quito pried herself up and used her wings to blow away the gunk covering her. Her own smell with the smell of stomach fluids covering her wasn't helping her become welcomed by the populace.

"Ugh….wait, where's Holly? Holly!?" Musk-quito asked.

"Heeeelp" said a loud shout from high in the air as she was held by Parry in his talons

"HOLLY!" Musk-Quito shouted as she buzzed herself dry and flew in the air.

Parry was carrying her in his talons. Dr Animo was on top of the giant bird. Seeing this, Heather flapped her bug wings enough so that the fluid was blown off and she could fly. She took to the sky following the mad scientist.

"Let me go you stupid bird" demanded Holly.

"Rawk, she's feisty *cuckoo*" Parry said, making parrot noises.

"Oh i wouldn't recommend it my dear" said a second voice. Holly had no idea who this was. "Bring her to me," said the male voice. Parry found a large building rooftop to roost upon as he threw Holly onto it back first.

"Oof" she said, rubbing her butt. "Watch it!" she said angrily.

The scientist looking guy on top of the giant bird got off as he let him down from his back to stare down at Holly.

"Hello my dear girl. I hear you're the one who gave my pets such rouse" he said.

"Yeah? What's it to you doc?" Holly retorted.

"Ah, correct deduction. I am Doctor Aloysius Animo and I brought the creature you see before you, to the mindset of humankind, with some extra adjustments hmhm" he said gloating.

"Raaawk, it's true, we're very smart now" the parrot said, clearly understanding what the doctor said proving his point.

"Why would you do that to animals?" Holly asked.

"Why? Why would I not? I, doctor Animo, am the pioneer of the next evolution of life on this planet" he said, explaining himself. "But enough about me, what I want to know is where your little pet is? What is it? Some sort of experiment of your own?" he asked.

Holly obviously couldn't tell him what Hotdog really was.

"I don't know what you're talking about," she said, feigning ignorance.

"Then perhaps there are other ways to persuade you," Animo said. He snapped his fingers and Parry flapped his wings and grabbed the blonde girl into the air.

"YAAAAH" she said screaming as Parry held her over the tall building to her supposed doom.

"Now let me ask you again, where is that pet?" Dr Animo asked more harshly this time.

Holly prayed Heather would show up soon.

"Get away from her!" a squeaky voice said. Turning around Dr Animo was blindsided by a giant flying bug that sped past him and spewed stink slime at Parry and tackled him.

"Raaawk I'm hit" he said. The impact had caused Parry to lose his grip on Holly as she fell.

"AAAAAAH" she said plummeting downward. Musk-quito quickly flew down to rescue her friend and grabbed her with both hands.

"Gotcha" Musk-quito said, letting her down on the sidewalk

"Thanks for the save, I was almost paste" Holly said.

"Don't mention it" Heather said. She buzzed her wings one again and flew upwards to confront Animo.

"You again. What are you, you little pest? Are you another of that girl's experiments?" Dr Animo asked, annoyed.

"I'm Musk-quito, and your little freak show is over" she said, preparing to fight.

"Interesting, an insect capable of speech not unlike my genius mutations, but I suspect there is something more to you," he said and then turned his attention to her breasts. "I don't recall insects having such large mammaries either," he added.

Musk-quito looked down at her giant jugs that leaked stink secretion and with her four eyes made a deadpan look.

"Yeah yeah tell it to the judge because you're going down to the slammer with your pets" Musk-quito said.

"I beg to differ. I, doctor Animo, will not be denied" he said. "Get her," he said, commanding Parry.

"Raawk, you got it boss" the big bird said. It flew towards Musk-quito in an aerial fight. The alien bug girl spewed more slime but it was dodged and Parry went for a wing slap that knocked Heather down. She managed to recover before she hit the ground and flew back up. As she was flying back up a window she noticed 2 familiar faces. The gorilla and the leopard. The leopard hung onto the gorilla as it climbed the building like king kong.

"Man, what is going on in this town?" Musk-quito said. From the gorilla's back, the leopard jumped and pounced on Musk-quito. She quickly dodged out of the way. She failed to notice that the leopard wasn't the only animal lunging and found herself attacked by the gorilla who grabbed her in midair. He flipped and threw her against the metal side of the building, with a soft squish sound like a bug being squashed.

"Uggh, who or what…are you" she asked, rubbing her head as she leaned down against the building as passersby scattered.

"We could ask you the same thing. First an eyeless dog attacks us and now a talking bug? Looks like we aren't the only exotic pets here" Luu said. "And don't try to make me faint from your smell, I've already adapted ... .but you do smell oddly familiar" she added.

Heather hoped she wasn't going to be found out like this, by some animals. She then changed the subject saying "enough about me, who's this doctor Animo guy" Musk-quito asked.

"He is the one who will give this world to the animal kingdom. That's all you need to know" Luu said. She turned around and looked at the confused and scared people around her.

"*Roooar*" she said, frightening the townsfolk away.

Marty looked on at the display of his friend's ferocity, a look of deep thought on his face.

"Must you do that?" he asked his friend.

"They were crowding us. It's annoying" Luu said.

Musk-quito got up again and went flying at Luu with her stinger but the jungle cat girl quickly dodged and slashed at the bug girl, having her drop to the ground in pain.

Holly was catching up to where she saw the skirmish heading. She stayed behind an alleyway seeing the event unfolding in the street.

The cat walked up to the injured bug, her arm holding her midsection as her thicc bug thighs and legs curled. As she prepared to attack her some more she saw Dr Animo flying down on Parry and saying "Hold on my dear, let us take our leave for now. The time is nearly upon us". She looked back down at Musk-quito and said…

"My name is Luu, and I'm sure we'll meet again" as she jumped on top of Parry, with Marty joining her as they flew off.

Musk-Quito lay by herself on the empty street, still in her buggy form. It was fortunate she didn't time out in front of everybody or it would be even more humiliating.

She slowly got up and positioned her 4 legs to walk, which she still wasn't fully used to yet in this form.

"Uuugh that was embarrassing" she said in her squeaky bug voice.

"It could have been worse, you know, " said Omnifica, breaking her silence after staying hidden.

"Yeah sure, worse than not beating the bad guy and getting squashed in front of a crowd?" Musk-quito said. All she wanted was to change back and sulk, however the former still clearly wasn't happening until she timed out.

"Heather!" shouted the familiar voice of Holly. The blonde girl went to help her buggy friend.

"Holly? You ok?" Musk-quito asked. She was propped up and supported by her friend, who couldn't help but blush feeling her fleshy breasts through her striped clothes. The smell was still awful though.

"Yeah…and hey you didn't mess up, you saved me. I can't thank you enough" Holly said.

"Thanks Holly…I appreciate it…but what are we going to do? That Dr Animo freak said 'the time was coming closer. He has to be planning something more than just talking animals'" Musk-quito said.

"I feel you but…first we should go back to the RV" Holly said.

After Musk-quito regained her strength, they both flew back to Heather's ride. Musk-quito tried to fit inside her big living space van but her giant backside and thighs were too dummy thicc, stinger and all.

"Uuugh, just great. I'm a bug and I have unrealistic proportions" the alien girl said. Holly laughed at her friend's dilemma.

"Well, guess your genes are just that good haha" she said giggling.

Suddenly the omnitrix began beeping and in a flash Heather stood in her human form back to normal.

"Well that's a relief" she said. However, she was feeling a stinging pain on her midriff.

"Ouch…that cat really can get to you" she said lifting her blue top showing her bare midriff with a small cut on it.

"I thought all your injuries would heal going back to human" Holly said looking down at her injured stomach.

"Unfortunately it's not that easy. Even I'm no miracle worker. Heather is all her transformations, and vice versa. They share the same skin" Omnifica explained. "But I do have a healing factor of course. Your white blood cells should repair your cut shortly" she added. "I've also strengthened your stamina and cardiovascular system. Your heart should pump wonderfly and any fatigue should be gone. You'll need it for your future fights" the watch said.

"Kind of surprised you didn't give me that before" Heather said.

"I thought you'd be a bit more self sufficient dear" she said taking a snarky shot at her host.

"Soo cool, that watch is the best thing that ever happened to you you know" Holly said.

"Yeah I guess so… anyway we gotta find Animo" Heather said.

"I'm on it. He and his walking circus can't have gone too far on foot, or wing" Holly said.

Getting back to the RV, Heather began driving in the direction she saw Animo head towards. On the way Holly researched Dr Animo on her laptop.

"Check this out. A few years ago Doctor Animo was in charge of some experiments with animals. A lot of them were pretty freaky so he got kicked out of his scientist group's lab and became a recluse. And you can guess who broke free those 3 animals" Holly said. "Also uh…i think he's a furry" she added.

"Ok…so he mutates some animals into furries…but what's he gonna do next?" Heather asks.

"I don't know but he took a bunch of electronics so maybe enhance whatever tech he used on the animals" Holly said. They both continued en route in Animo's direction.

"Going this way leads out of town, but where could a crazy scientist and his talking animal gang possibly hide out in?" Heather said, continuing to push on the pedal.

"I don't know but…I feel as if he's this way…I don't know why…" Holly said, sitting on the table near the driver's seat.

Heather turned around and said "Huh? How can you tell?".

"I don't know…it's like I can tell where he went… Happened right after that entire skirmish" Holly said, weirding Heather out.

"You sure you didn't hit your head fleeing from those animals?" Heather asked.

"Eh, maybe it's nothing. Women's intuition perhaps" Holly said. "But like…, I feel like we should keep going this way," Holly said.

"Sure i mean we've got all night" Heather said going with her friend's gut feeling.

"Sensing and premonition? Is that a common thing on this planet?" Omnifica asked.

"With scam artists and fortune tellers sure, but i mean considering all that happened maybe Holly's the real deal haha" Heather said laughing at the idea.

Holly laughed as they continued to drive.

The duo arrived at the outskirts of town. Holly's "senses" had her say he would most likely be here.

"An abandoned lab building…how cliche" Heather said.

"Guy watched too many movies ... .so what's the plan"? Holly asked.

"Guess I'll go and put a stop to whatever he's doing" Heather said.

"Hey, you mean we'll go" Holly said with her hands on her hips.

"Holly, you're a great help but…I'm facing killer animals here. I'm not sure what you can do" Heather said.

"Hey come on H, we're bffs for life aren't we? Besides these guys already know what I look like and you can't fight all of them by yourself. At least I can be of some help with some gymnastics. You take care of the furries, I'll shut down whatever Doctor Quack cooked up" said Holly in a long speech.

"...alright let's go then" Heather said. She turned on her omnitrix and scrolled through her aliens. Maybe another new one would be useful. She slammed down the watch on a humanoid silhouette with a fancy headdress and ended up becoming…. Hotdog?

"Huh? Why go Hotdog again?" Holly asked.

Heather looked herself over…so to speak as she had no eyes. She felt her orange fur and boobs and was growling at the omnitrix that was on her collar once again.

"Whoops, silly me. It appears I still have some 'bugs' to work out" Omnifica said.

Hotdog whimpered as she couldn't stand being a blind dog again.

"Hey it's ok, let's go guns blazing inside cowboy style" Holly said.

Hotdog was confused by what she meant by this until she felt Holly mount her from on top of her back on her fluffy mane.

"Wuuurr?" Hotdog said questioningly.

"Alright let's go charging in! Onward girl, mush!" Holly said.

Hotdog shook her head in second hand embarrassment. Still this plan was all they had. Hotdog rushed forward with Holly holding onto her fluffy back mane. They charged in together as Hotdog burst through the damaged front door.

What they saw was nothing short of surprising. In the middle of the lab was a giant machine with a large antenna on top of it. Surrounding it were Dr Animo and 4 animals. The 3 talking zoo ones and a new beast both girls never saw before. The gorilla was adjusting wires to the machine.

Dr Animo turned around to his new 'guests' and said "welcome to the final stage of my genius experiments. I was wondering when you'd show, little girl". He then looked over the creature she was riding. He was fascinated and never saw anything like it before.

"Such primal magnificence" he said admiring Hotdog's lithe body, flowing mane and large breasts not normally seen on such a body type.

"That's the creature that interfered before," said Luu. "I'll destroy her this time". Hotdog growled in response to this.

"Patience my dear. We must acquire this beast first" Animo said.

"Alright, what's your plan Dr Freaky?" Holly asked.

"Since it is almost coming to fruition I might as well tell you. With the microchips from the technology I've acquired I was able to power up my transmodulator signal 10 fold. Now by shooting it directly into a satellite, I can blanket the whole world with its power, mutating the animals of this world into their next evolutionary stage! Soon the entire world's fauna will be super intelligent, and compelled to swear allegiance to me as their pioneer. The beasts you see before you were merely the demonstration of this milestone. Hehehahahaha!" He said laughing like a mad scientist at the end.

"Man, you peaked in high school didn't you?" Holly said.

"Silence! If you wish to stop me, you'll have to get past my minions. Get them my pets!"

Luu, Parry and 1 mystery beast attacked. Hotdog charged with Holly on top.

Luu charged straight for Hotdog while Parry swooped from above. Hotdog responded with a fierce snarl and tackled Luu while Holly lept over Hotdog and Parry and landed on top of Parry's back.

"Squawk! Get off of my back! Rawk" Parry said, flying about shaking Holly off to no avail.

"Ahaha no way, this is fun!" Holly said as she mounted Parry and they flew throughout the room.

Hotdog meanwhile began tussling with Luu, the former wanting to settle their rivalry. They began biting and scratching each other with feral instinct. Hotdog bit Luu's arm and flung her into a wall, but she "landed on her feet" on the wall and lunged right back, grabbing Hotdog's hands in a power struggle, their clawed fingers intertwined as both threatened each other with feral snapping of their jaws and leopard growls and dog snarls.

"What are you, I'd like to at least know the name of the one who bested me before" Luu asked. Hotdog, being unable to speak, merely growled and smiled. She threw the busty jungle cat to the floor and held her down with a paw.

"Not able to speak huh? Well my friend here has his own way of communicating as well" Luu said. Before Hotdog could turn around she was grabbed and thrown against the wall, eliciting a whimper from the busty alien dog. Looking forward (with her version of vision) Hotdog sensed and "saw" a large bipedal beast with bull horns and powerful claws with a muscular torso and brown fur with sharp teeth. It was a mutant wildebeest of some kind. This was the creature that assaulted that security guard at the zoo.

"Oh my, another mutation of sorts…and quite well made too" Omnifica said to Hotdog as the latter looked down at the talking symbol. The woman turned dog alien just growled and prepared to fight 2 enemies. The wildebeest-like mutant attacked with it's hand. The gills on Hotdog's neck pulsed sensing all the movements. Hotdog jumped and dodged the palm smack but another arm grabbed her by her impressive breasts (sending euphoric feelings into her) and held her in the air. Hotdog struggled to escape but it was no use. The Wildebeest leered at her as he held her by her chest…until he realized where he was holding her. He let go quickly in embarrassment. Hotdog's upper suit part that covered her breasts was all ruined, showing her ample cleavage as she too blushed.

"What are you doing fool? I have knockers too you know and mine are out in the open" Luu said showing off her chest. "Now go get her!" She commanded the wildebeest. He turned around and attacked but Hotdog jumped and put her legs around the beast's neck and covered his eyes with her hands causing him to stumble. The beast felt the soft squishiness of her thighs even though they were quite muscular and blushed some more.

"Ugh, boys" said Luu at the ridiculous scene. She jumped and tackled the girl dog in another fight as the Wildebeest looked on bamboozled at the very…pretty…elegant eyeless dog-like creature fighting his comrade.

Meanwhile….

Holly continued to pilot Parry around.

"Get offa me raawk" he shouted.

"No-urgh-chance" Holly said. She aimed for the large platform that housed the device Animo would use. Flying around, she ended up having Parry crash into the wall behind the platform, knocking him out.

"One down" said Holly as she dismounted the bird.

"Parry wanna cracker…oooh" he said as he fell unconscious.

She tried to find out how to sabotage the device when jumping in front of her was Marty, who had been watching the ordeal the whole time.

"Ah! N-nice gorilla" Holly said walking back. The silverback grabbed Holly in one giant hand.

"Well well, trying to disable my transmodulator eh? I suppose I should give you a front row seat hahaha. Now watch as I revolutionize the world!" said Animo.

"Come on H… please tell me you're winning…" said Holly in the simian's grip.

Hotdog continued fighting both adversaries, one a bit dazed by his attraction to the orange beast girl. Suddenly Hotdog heard a familiar beeping.

(It can't be) thought Heather in her mind. After a few seconds the omnitrix had timed out in a blue flash, leaving Heather back in her human form.

"YOU! You're a human?" Luu said. The Wildebeest snapped out of his dazed infatuation and saw that the orange beast he liked was no longer there. His confusion turned into anger as he glared at the woman on the floor.

"Ehehe…caught red handed?" Heather said. The Wildebeest grabbed her by the waist with it's giant hands, holding her like a barbie doll.

"Hey! Let go, bullface!" she demanded trying to push herself out but to no avail. "What happened, Omnifica?" asked Heather quietly.

"I'm afraid we've spent too long on this skirmish. It's time out for us" said the AI.

"To think it was a human wearing some fursuit…hardly worthy of a rival" Luu said. "In any case, it's almost time. I just have to do one thing" Luu said as she walked over to the device.

"Gulp," said Heather helplessly in the large beast's grip.

"A human with the ability to transform? Ah yeees quite interesting. I shall experiment on you as soon as my goal is complete" said Animo.

"Actually doc, we'll be calling it my goal now" said Luu. She backhanded the mad doctor as he went to the floor.

"What do you think you're doing!? I am your master, obey me" said Animo.

"Did you really think I'd stay taking orders from you? Don't get me wrong doc i like your plan, but we'll be doing it my way" she said. She opened a compartment on the device below the transmodulator antenna and removed the petri dish of animal dna in it, putting in a single piece of her own fur instead.

"With my dna as the prime basis, the entire human race will be leopards only hahaha… of course you guys will be fine" said Luu to Marty, Parry and the Wildebeest.

"No…I guess we're not heroes.." said Holly.

"...Human…do you believe humans and animals can coexist peacefully?" Marty asked Holly.

Holly was surprised at this question, but proceeded to answer… "Yeah of course. It's not perfect and we could do with less meat consumption, but most humans love animals…please believe us…" Holly said. Marty looked on at the sinister looking Luu. He put down Holly and jumped forward grabbing Luu.

"Raawr! WHAT ARE YOU DOING? UNHAND ME TRAITOR!" Luu demanded as she was trying to squeeze out of his grip.

"Go girl, destroy the device" Marty said.

"Holly!" Heather said as the wildebeest also watched.

Holly, shellshocked, snapped out of it and ran, grabbing a broken pipe as she did. She bashed it against the antenna, destroying it with 3 swipes. At that moment, a shockwave emerged, knocking everyone back and changing the animals.

"NOOO, my life's work!" Animo said.

"You traitooooraaaaah-" said Luu.

"We aren't ready to be like humans, we ourselves need evolution as well…farewell to you two.." said Marty. The shockwave ended up emitting not just in the lab, but citywide as Animo's frog turned back to a small frog.

When the shockwave died down Heather and Holly got up, the former finding herself on top of a resting…bull?

"Uuugh…aah!" Heather said as she got up and backed away from the sleeping 400 pound beast.

She ran to her friend's aid, bypassing the sleeping animals, and shook her awake.

"...H? Did we win?" Holly asked.

Heather smiled. "Yeah…you won alright". She picked up her friend and saw the unfolded scene. Dr Animo was still knocked out. In Parry's place was a small parrot and Luu and Marty no longer had humanoid traits.

Afterwards.

The police were called and the animals were recaptured and were going to be returned to the zoo.

Dr Animo meanwhile…

"Let me go! My genius, my life's work! I will revolutionize mankind!" he said, proclaiming his promise.

"All's well that ends weird" said Holly.

"Hehe good one…you did good today Holls" Heather said.

"Hey, I couldn't have done it without my number 1 dog alien girl" she said. Heather preferred not being reminded of being Hotdog and her experience with it.

As the animals were re-put into cages, now back to being normal instinct animals, Luu starred in Heather's direction…as if a memory remained.

Meanwhile the bull made its way over to Heather and licked her.

"H-hey, quit it!" she said.

"Teehee, it likes you," Holly said.

"More accurately it 'likes' your vulpimancer form. If it had stayed as it was, I wonder what kind of development would occur" Omnifica said.

"Uh how about no?" Heather said knowing what she meant.

"How cute," Holly said.

End of Animal instinct.