Title: Mr. Kitty
Author: Technomage Selena
E-Mail: aneles@chickmail.com
Series: Changes Everything
Rating: "R" for sexual content and language.
Disclaimer: The characters of Trace, Max Eilerson, Mr. Kitty, Captain Gideon, Dureena, and Dr. Sarah Chambers, along with the starship Excalibur are copyrighted by Warner Brothers and Babylonian Productions. No infringement is intended.  Also, the character of "Aneles" in mine.  She is not to be used without my prior consent.
Special thanks to: Antoinette for her editing and wisdom.  My friend Iocane for kicking my ass to get it done.  Kim for her words of kindness and encouragement.  Also, to all my new fans who kept e-mailing me and asking if part two was done yet...you know who you all are.
Note: Anything in Italics is a thought.

Mr. Kitty

It had been two weeks since Aneles had arrived on board the Excalibur. She loved it there. So many people, and a whole lot of time, she had thought to herself time and time again. However, for now there was Trace. Aneles hated to admit it but she was starting to get bored with him.


Aneles was woken from her sleep by movement in her quarters. She sat up quickly and turned on the light next to her bed. As she looked around the room, she saw nothing. "Who's there?" she called out. She was more curious as to who had invaded her privacy then scared. When she got no answer, she quickly changed into a pillow and laid there on the bed. Aneles thought, sooner or later, whoever is in my quarters will eventually come into my bedroom, and then I will have my answer.

Trace stumbled around in the darkness of Aneles' quarters. He was getting out of his clothes so that he could, ever so carefully, sneak into bed with the woman of his dreams. As he was about to take his last stitch of clothing off he noticed that the light was on in her bedroom. Great! She's already awake, he thought. Well, I'm just going to have to make it a surprise visitation then.

Trace made his way to Aneles' bedroom. He carefully stuck his head in and looked around. The lights are on and no one is home, he thought to himself. "This is perfect," he said. "I can climb into her bed and when she gets back, boy will she be surprised." So Trace slid his naked body into her bed, laid there and waited.

It was all Anleles could do to hold back from laughing. He thinks I'll be surprised huh? She thought. We'll see about that sweetheart.  Aneles decided to stay as a pillow for a while and just when he can't take waiting anymore...she would show him her idea of a good time.

Trace lay there impatiently for about 45 minutes when he finally rolled over onto his side and decided to go to sleep. "Goodnight Aneles," he said "where ever you are tonight."

With that comment, Aneles decided he had waited long enough and quickly, yet quietly, changed back to her normal form. She put a hand on his shoulder and watched as he jumped out of his skin, so to speak. She thought he was going to scream.

    "Aneles!" he said. "What have I told you about scaring the shit out of me like that?"

    "And here you thought you were going to surprise me, huh Trace?" she asked him all knowingly.

    "You were here the whole time?"

    "That's right," she said with a coy tone to her voice.

    "I see things haven't changed. You still like playing your little games."

    "Of course," she said as she climbed on top of him. "It makes life more interesting."

Trace reached up to grab her tiny frame. Aneles grabbed his arms and pinned them down by his wrists with her abnormal strength. "Not this time Trace," she said as she leaned down and captured his mouth with hers before he could make any kind of rebuttal. She wasn't going to allow him any control tonight. None whatsoever. Trace did all he could do. He moaned under her onslaught.

Aneles proceeded to run her tongue along his jaw line to his neck. She then proceeded lower. Her tongue gently did circles around one of his nipples. Then she gradually did it harder until she was pinching it gently between her teeth. She was getting so hot and wet listening to his groaning of pleasure and occasionally pain. Of course, it didn't help any that while she was doing all of this she was also grounding her pelvis into his crotch quite harshly.

Trace laid there basically helpless and enjoying every minute of it. Except the pain part. He could do without that. He knew that sometimes she liked to be aggressive and dominating and tonight was one of those times. However, he wished she would just fuck him and get it over with. When she gets like this she can be so brutal and tonight she is just being down right nasty about this, he thought to himself as pain coursed through his body.

Aneles was getting bored and decided to finish up with her little pain game she had started with Trace. She let go of his arms and cradled his hips with her legs.   With her eyes locked with his, she took his raging hard-on in her right hand and held it as she positioned herself to slide him into her hot wetness.

Trace watched her as she slid onto him. He could feel her moist warmth wrap around him, her muscles tightening around him, her hands on his chest for leverage.

Aneles started riding Trace slowly at first. Then she gradually started pumping him harder into her. She could feel her orgasm coming fast.

Trace could tell Aneles was close to exploding. He wasn't that far behind her. He raised his hips to meet her. After a couple of thrusts he met her in a soaring orgasm that left both of them breathless. Aneles collapsed on top of Trace. After a few moments she rolled off of him. She laid on her side as Trace curled up behind her and wrapped his arms around her and immediately fell asleep feeling great.

Aneles laid there a while unable to fall asleep. She just kept thinking about how she needed a change. She loved Trace and didn't want to completely leave him; she just wanted to be with others also. As she was lying there thinking, she started to feel thirsty. So she got up and dressed and headed out to go to the mess hall where she could get a drink and think.


Max sat in the center of the mess hall drinking his coffee and reading over papers. He always kept himself busy so that he never appeared lonely. The truth was, he was very lonely. He craved some kind contact with a woman. He also missed his cat. Perhaps one day I will have my damned cat back and will be in some kind of a relationship with a woman, he thought.

Aneles arrived in the mess hall and found it empty, except for that Max character. She had hardly seen him since they had left the surface of the planet two weeks prior. Aneles went and got her iced tea that she had found a love for.

Max watched as the young woman that they'd taken aboard got a drink. He couldn't help but notice how her long blond hair flowed like it had a life of its own. Her full large breasts bounced with the tempo of her beautiful, elegant stride and her sleek, sinewy body moved. Max pictured her naked with beads of sweat moistening her body. I would love to have my hands all over her amazing curves, he thought to himself. "Oh shit. She's heading over this way," he whispered under his breath as he went back to his work. Or made it look that way.

He was checking me out, Aneles thought as she headed over to sit with this man who sat alone in the middle of the night. As she got to the table he sat at, she stopped and cleared her throat. He knows I'm here, she thought. "Excuse me, do you mind if I join you?" she asked. "I don't want to sit alone."

    "Uh, please. Be my guest," Max said as he flashed her a sexy smile and pointed in the direction of the chair with a clear part of the table.

    "Thank you Max. It is Max right?"

    "Yes. Max Eilerson. Your Aneles if I recall."

    "Yes. That's me."

    "So what do you think of the Excalibur and the people on board?"

    "I love it here. The people are so friendly. However, I'm not to sure of that Captain Gideon."

    "Yeah well, me either."

    "Don't get me wrong Max. I understand he has a huge responsibility and he's genuinely caring. I just didn't like the third degree of questions I got from him when I first arrived here.

    "Well, he is thorough about his job."

    "I've noticed. So what do you do Max, other than sit here all night consumed by translating languages?"

    "What you see is what you get."

    "What about Mrs. Eilerson? Doesn't she ever get lonely with you never home at night. Or do you come here to work so you don't keep her up?"

Aneles looked at Max and saw it. She saw his hurt and loneliness. Max is alone, she thought. Good. There's a chance here for something new.

    "There was a wife at one time. She left me and took my damned cat too."

    "Your cat?"

    "Yes. I had a cat named Mr. Kitty."

Aneles giggled at the name. "Mr. Kitty? You named your cat Mr. Kitty?"

    "Yes. It was either that or C.A.T. I liked Mr. Kitty more than the other name."

Aneles saw his love for the cat in his eyes. It gave her an idea on how she could get Max into bed. "Do you have a picture or a drawing of Mr. Kitty, Max?"

    "Yes, do you want to see what he looks like?"

    "That was the general idea Max."

    "The picture is in my quarters. Just let me pack my stuff up here and I'll take you and show you what he looks like," he said as he packed up his stuff so that they could leave.

Aneles watched Max pack up his papers and data crystals. This is perfect, she thought to herself at least now I'll know where his quarters are for my little game of seduction. She smiled to herself at the thought of it. Then she got up and left with Max.


While Max searched for the picture, Aneles wondered around. His layout is basically the same as my quarters, she thought. This will make it easier.

    "I found it. Sorry it is such a mess in here," he said as he walked towards her.

Aneles took the picture and looked at it. Taking in every detail. "He's very cute Max," she said with a subtle sexual undertone. "Perhaps you'll see him again soon." Sooner than you think, she thought naughtily to herself.

    "I doubt I will ever see him again."

    "Don't be so negative Max. It'll get you nowhere."

    "Your right. I will see him again one day."

    "That's better. If you'll excuse me now Max. I am going to leave now and go to bed."

    "You're welcome to stay here Aneles," he said as he slowly moved closer to her.

God help me. I want to stay with you Max, she thought to herself. Not tonight. Not until I have time to plan my strategy. "No. I don't think so Max," she told him. "I'm really tired and need some sleep. I also have an appointment with Dr. Chambers in the morning.

    "Oh okay. I understand," he told her with a tone of disappointment.

    "Thank you for spending time with me Max. I appreciated having someone to talk to."

    "You're welcome and thank you too."

    "Well, goodnight Max," Aneles said as she gave him a hug.

"Goodnight Aneles," Max said with a slight feeling of shock at her hugging him. God she does have an incredible body, he thought as her body pushed up against his. Max put his arms around her and hugged her back.


Dureena just couldn't sleep for some reason and was walking around the corridors of the Excalibur. As she turned around a corner to go down yet another corridor, she saw Aneles come out of Max' quarters. Oh please tell me she didn't sleep with that useless piece of skin? she thought. Dureena knew about Aneles. Since Aneles had arrived on board the two of them had become very good friends. Almost as close as sisters. They shared everything. Including each other almost. It was the most incredible thing Dureena had ever experienced but she wasn't ready to go all the way with Aneles. However, she knew it wasn't going to be the last time it was going to happen either. BUT MAX!!! Her thoughts kept running back to Aneles leaving his room. I'll talk to her tomorrow, Dureena thought as she kept walking. No! I won't talk to her. She is who she is and she will do who ever she pleases.


    "Amazing," Dr. Chambers said in awe of the test results coming back on Aneles.

    "What is it doctor?"

    "Your internal structure is identical to a human. I can't understand how every test shows you as being so solid but you claim to be a shape-shifter."

    "Do you want to see me change? I can be anyone or anything as long as I know what to look like."


    "Yes. Just name it."

    "Okay. Can you turn into..." Dr. Chambers said as she looked around for something as an example of what she wanted Aneles to change into. She saw a data crystal and grabbed it and held it up for Aneles to see, "This data crystal?"

    "Of course."

    "Let's see you in action."

Aneles changed shape and turned into a data crystal on the floor of the Med. Bay.

Dr. Chambers watched as Aneles melted away, for lack of better words to describe it. All she heard was the pinging noise of a data crystal hitting the floor. All she could do was stand there with a stunned look on her face. In all of her years as a doctor, she had never seen anything like what she had just witnessed. I have to scan her in this form, she thought.

    "Okay Aneles, please stay in that form while I scan you."

Dr. Chambers quickly walked over and picked the data crystal off the floor. Just then, Captain Gideon walked in. "Sarah, I thought I had asked Aneles to come in and get a check up from you today?"

    "She's here," Chambers said as she placed the data crystal on the scanner. "We are on the final test."

    "Well. Where is she then?"

Dr. Chambers turned her head and looked at him and said, "Right here."


At that point the scan was completed and Dr. Chambers picked up the data crystal and placed it on the floor again. "Right there, Captain."

    "Very funny Sarah. That's a data crystal, not Aneles."

    "No Captain. That is Aneles."

    "Look doctor, I don't buy her story about being a shape-shifter. I haven't seen her change at all in the last two weeks."

    "Neither did I until today. I believe her now. I think you will too. Go ahead Aneles, change back."

Just then to Gideon's amazement the data crystal disappeared and this strange substance grew in size and
started taking shape quite quickly until Aneles stood before him with a smile on her face. "So you didn't
believe I really was a shape-shifter huh?" she asked.

      "I...I believe you...now," he said with amazement.

Dr. Chamber interjected at that point and said, "Okay Aneles, I'm done. You're free to go now."

      "Thanks doctor. I have some things to do and preparations to make."

After Aneles had left Dr. chambers dragged Gideon over to the screens to show him the results of the tests and scans. Both of them were completely overwhelmed. No matter what shape she's in she takes on all of that objects characteristics. She could be anything or anyone at anytime and sensor scans wouldn't be able to tell the difference.


Aneles had told Trace that she wanted to be with Max tonight. She thought about his reaction to the news when she told him. He seemed to expect it. He had told her "that it was okay with him because he was still wasted from the night before." Aneles had promised him that it wasn't over between the two of them. She just needed a change but he already knew that.

Before Aneles knew it she was in front of Max' quarters. She took a deep breath, rang the bell, and quickly changed into Mr. Kitty. She heard Max call out to "come in" but didn't do anything but sit there and  waited.

Max had called again and still no response. He got up from his chair and went and opened the door. "There's no one here," he said. Then he felt something rub up against his leg and heard a little meow. He looked down and saw a cat. "Mr. Kitty? Is that really you? It can't be." Max closed the door, picked up the cat and sat down with the cat on his lap.

Aneles was enjoying the petting she was getting from Max. She started pawing at his crotch just like the cats in the archive files she had researched that day.  He seems to enjoy this, she thought. Just then she leapt off his lap and started for his bedroom. Follow me Max, she thought.

Max watched as the cat that so much resembled his Mr. Kitty jumped down and wondered towards his bedroom. "Where do you think your going you little fur ball?" he asked as the cat disappeared from sight. He got up out of his chair to pursue.

Aneles got up on the bed just as Max walked into the room. Boy will this ever shock him, she thought. Just then she heard Max ask, "And just what do you think your doing?" In that instant, Aneles changed back to her normal form. "Trying to get you into bed Max. Is it working?" she answered him quite seductively.

Max stood there stunned. The Mr. Kitty look alike was now the woman he had spent the last 24 hours fantasizing about laying naked on his bed.  "Yes. I would say it is working," he said as he quickly undressed and joined her on the bed.

Aneles allowed Max one long lingering kiss. It was now time for her to have a little fun. She rolled over on top of him and enjoyed the feeling of his hands on her back. Sliding down his torso, she made sure her breasts touched all his sensitive parts.

His gorgeous, stiff penis waited eagerly as she cautiously approached, gently taking it between her fingers. She planted butterfly kisses on its head where the tiniest bit of pre-cum was seeping out.  Licking her lips, she began to swirl her tongue around and around, making it moist and wet.

"Umm," she moaned with a smile, placing her hands at its base and letting her teeth gently graze the sensitive tip. She worked his full length, inch by inch, until he was completely inside her mouth. Now his hands were in her hair, trying to pull her away before his excitement shot down her throat. She shot him a look saying, "let me finish." His grip tightened and then he let go.

The taste of his cum was divine a she swallowed, lapping up any stray drops. She began a repeat performance but before she took a taste, he pulled himself on top of her and looked into her eyes.

His head sank lower. His roving hands worked magic over her body, outlining her collarbone, breasts, and hips before sliding his fingers between her thighs.

Tenderly, he drew her swollen wetness to his mouth, spreading her lips with his tongue. Aneles's hands were clenching the bed, almost pulling off the sheets.  She felt his hot breath against his skin, before his lapped up her juices.

Beginning with tender whirls, he gently nibbled her clit. Her moans and cries of pleasure seemed to excite him, for every time her volume increased, so did his tempo. Her hands strayed to his hair and were pushing him deeper, wanting every inch of his tongue inside of her, pushing her right over the edge.

Sliding his body back up over hers, Max spread her legs and entered her, with one deft stroke. He lay inside her at first, his meat throbbing intensely before thrusting to her rhythm. As his hips moved back and forth, he grabbed her breasts for support, until they both were ready to explode.  At that moment, he gripped her head, covered her mouth with his own and swallowed her scream.

They woke up several times during the night for an encore performance; each session left Aneles more sated and tranquil.

--The End--
--To be continued in part three--