Black Box 3.0

***

Kevin came back to reality like a slow wave. He gradually figured out distant sounds that were fans and the whirl of computer equipment. He opened his eyes slowly, but the colours were too bright so he kept them closed, letting his eyes adjust gradually through his eyelids.

The smell slammed into him. It was overwhelming and nearly made him bolt upright. Almost overlooked in the enhancements was an improved sense of smell. Smell and memory are linked, and he wanted to improve his. This was the cost. Even without the enhanced sense of smell, it would be overpowering.

Decaying flesh, with hints of unwashed skin. Leah said he'd been under for over a week, so he'd gone that long without a shower. That would be bad enough. But the process had caused large parts of his body to dissolve. It had been horrifying to look at when Leah showed him. But he'd failed to consider what it must have smelled like. Either Lillian still had buckets of 'him' lying around in the room and hadn't disposed of it, or it had been so bad it had permanently tainted the room with the smell of decayed flesh.

If anyone had been watching him closely, it would be obvious that he was awake. But there was no other sound other than computers. He took a chance and opened his eyes again. He winced, but the light was manageable. He looked around, but there was no sign of Lillian. The smell was so bad that she couldn't spend much time here. Still, that didn't mean she wasn't observing him, so he did nothing suspicious.

He shifted in bed and sat up, his head swimming. Anyone watching would have no problem seeing him as confused. Already he could feel things processing differently. Something told Kevin that Lillian was watching him, so he acted dazed without thought...it's something that never would have occurred to do before.

He stared at his hands, which were bigger and not soft. He glanced down at his body and immediately saw that instead of the soft, unremarkable body he had before, now all he could see were well-defined muscles. He nearly stood up to find a reflective surface and see the full extent of the changes. Instead, Lillian burst through the door.

"You're awake! You shouldn't be awake for another two hours by my calculations," she said, coming towards him. He was pleased to see she winced at the smell as she got closer. But just as importantly, he was witnessing a whole new Lillian. Gone was the quiet, reserved, timid person. Instead, she was wild-eyed, almost manic. She was excited, yet nervous.

Good. When he was in high school and university, Kevin took drama classes. He'd wanted to be a writer but thought he should also take some acting lessons. He wanted to learn how it was to speak the dialogue he was writing. He wasn't terrible at it, but there was no desire to pursue it as a career.

Suddenly his brain clicked. He recalled every acting class he took. What tricks he should do to portray being in this emotional state and how to pretend to be someone else. He was so delighted to discover this he almost laughed in glee.

Then he remembered Lillian programmed him to be an idiot. Time to play the role.

"What happened? What did you do to me?" he said, quietly and slowly, as if in a daze. He hoped he wasn't overdoing it.

"My god, it worked. It all worked," Lillian said and laughed. It wasn't quite a supervillain laugh, but she would get there with some work. "I knew the body enhancements worked days ago, but the mind also worked."

She walked up and touched his face. Lillian's face was flushed, but her fingers were ice cold.

"What did you do?" he repeated dully.

She walked away, practically skipping and began doing things with her computer system. Whenever Kevin was in the room, she'd always been cautious about covering when she entered the password. She wasn't cautious this time, unworried about her new idiot slave. Lillian's fingers flew across the keyboard. It was 30 characters of alpha-numeric gibberish and Kevin memorized every stroke. Kevin and Leah believed they would have to pull it from her brain once she went under. She just saved them days.

"What I've done is made you better. You're stronger and more dangerous than you ever have been before. What you are is someone who can protect me when Mitchell comes with his goons and kill them for me. What you are is someone useful for once in your life," she said, as her monitors all came to life around her. She then turned and stared at him. "And all it cost you was your underwhelming intelligence and any sense of independence. No great loss."

Kevin should just take the insult and let her rant away and do whatever she was doing and hope she hopped into her coma as quickly as possible. But he had to know because once she went under and changed, there might never be another chance to find out how badly he misjudged her.

"Why? We were....friends."

The glee on her face clouded as she got up from the chair and stood next to him. Even with Kevin sitting on the cot, she still barely met him eye-to-eye. Still, she was feeling confident enough to slap him in the face. He barely felt it, but still managed to project hurt into his eyes.

"Friends?! You absolute piece of shit. I wanted to be your girlfriend for years, but you never saw that. You viewed me as some emotional cripple, someone to be pitied and watched over. So I played that part for a while, hoping you might catch on and see the real me. That you might love me.

"But then I realized you never would. You were so goddamn clueless. But I was stuck in a loop. In love with you, hating you for being an idiot, but unable to walk away. I thought if some bad things happened to people you cared about, you might clue in, but you never did," she said.

Fortunately, she was in full rant mode. Kevin was sure the placid, dull look on his face cracked a bit as he remembered she almost certainly had something to do with Erin's disappearance. But she carried on.

"Mitchell woke me up to that. He told me you would never view me as anything but a gifted, damaged little girl. That's why I left and went away with him and his 'organization.' Too late, I realized he was just playing different mind games on me. That was when I came here, away from them. My one last chance at hoping you might figure things out and that maybe Mitchell would leave me alone. Instead, you went fucking that whore out in the woods and Mitchell is back looking for one more magic trick," she said.

Then Lillian took his chin in her hands and stared. It was all he could do not to react to the rage on her face.

"Well, no fucking more. From now on, you'll be the good, dim little boy who does what he's told. As for Mitchell, well, I hope he kept his dental records up-to-date," she said. Then she stared hard at Kevin to see if there was any reaction. Kevin gave no response other than dimness and confusion. He probably deserved an Oscar for that performance.

It must have worked because she backed up and ordered Kevin to stand. He wobbled as he did, which didn't require much acting. He towered over Lillian and had to get used to a new centre of gravity. Lillian stared at him with renewed interest. Well, one part in particular.

"I do good work," she said, reaching out and touching his cock. Despite her cold hands and his revulsion at being near her, Kevin felt his cock stir. "Hmmm, look at that. The slightest touch and you get hard. I'm going to have a lot of fun with this. I might even let you cum from time to time."

She then dropped Kevin's cock and grabbed a towel to wipe her hands. She looked back longingly at his naked body and semi-hard cock.

"Tempting. I'd love to make you fuck me as I am now, but you smell disgusting and we're on a timeline. We have about two weeks until Mitchell shows up and I need to complete my transformation first. Once that's done and he's out of the way, well.....

"In the meantime, clean up this mess here. Then clear yourself up. There are some clothes to fit your new size in your room. Then get your ass back down here. I need to get my transformation going," Lillian said, then strode back to her computer. It locked itself down again during her rant, but she entered the same password. Good.

The next few hours were a tug-of-war of processing what was happening to him physically and mentally and hiding it from Lillian. She focused on prepping the next step of her plan, so he had some freedom. But he always knew when Lillian was watching him. He showed no sign that he was much more intelligent now and counted the seconds until she went under.

Until then, he marvelled at how easy things were for him physically. He wasn't tired, no matter how many trips Lillian made him do between the storage shed and her computer room. Nothing she ordered him to carry was heavy, but previously he might have strained or gotten tired. None of that happened now. He didn't even break a sweat.

Mentally, his brain was racing ahead. He was able to look dumb and compliant, but in his head he was planning the next steps - what he needed to find on Lillian's computers, plotting how he might deal with Mitchell when he showed up. It all felt like it was snapping into place with ease he had never felt before.

Finally, Lillian began setting up the equipment to start her transformation. Kevin placed fresh plastic sheets around the room, set up new IVs, and adjusted the medical equipment she'd acquired to monitor her vitals.

As the moment drew near, Lillian grew more nervous. It was one thing to see the final results; it was something else having watched how Kevin had gotten to where he was now. She left the room, leaving Kevin sitting by himself. It was tempting to start rummaging around, but he was so close that it made no sense to be stupid now.

Finally, she came wearing one of his old t-shirts; it would never fit him now, but it swam on her body, coming down to her knees. She looked oddly childlike and vulnerable. He could see the fear. For a moment, he could feel all his empathy for her from before his change bubbling up. There was an urge to kneel before her and tell her it would be ok.

Then her facial features shifted and she began talking. The urge drifted away like pollen in a strong breeze.

"This should all be pretty straightforward, thankfully, because you're now so mentally diminished you can't be of any help if it does. Fortunately, this device is pretty simple once you figure it out," Lillian said.

Kevin resisted the urge to smirk.

"On that table is a list of instructions for you to follow while I'm unconscious. I should be under for a week. Follow that list. Do you understand?" Lillian said.

"Yes," Kevin said in a monotone voice.

Lillian began moving towards the bed, then paused and looked back at him.

"Mistress," she said. "You will call me Mistress."

"Yes, Mistress," he said, although it physically hurt to have the words leave his mouth.

She lay down on the bed and then, shyly, pulled her shirt over her head. She lay there naked. If Leah's first step in the transformation process was to strip the body down to baseline, genderless form and rebuild from there, it wouldn't take her long with Lillian. She was thin and pale. The only thing that indicated she was a woman was the vagina between her legs. She had no breasts to speak of.

He kept his reaction neutral.

Lillian showed him how to insert the IV into her arm. Slightly odder was the cable that snaked from the black box.

"You have to insert this into my carotid artery here," she said, tapping a spot on her neck. "Once that happens, I will pass out instantly. Remember, read that list, and protect me at all costs."

"Yes, Mistress," Kevin said, putting the cable into her neck without hesitation. If she was surprised, she didn't have time to show it. Her eyelids fluttered a few times and she slumped back on the bed.

Kevin looked hard at Lillian for a moment, wondering if she would be so devious as to fake going under to ensure he was under her control. He moved across the room, pulled over a chair, and stared at her for 20 minutes.

Eventually, she groaned and her body twitched. What little colour her skin had drained away and she started to sweat profusely. The transition was underway.

He shook his head and let his brain click back in gear. Whatever happened next with Lillian was out of his control. He picked up the list that Lillian printed out and looked at it. Explicit instructions on when to change bags, and where they were. He memorized it and moved on.

Across the room was the laptop connected to her security system. Kevin hit the space bar and a series of monitors flared to life. They scrolled through different images. Kevin recognized about two-thirds of the scenes, which meant she had cameras installed in areas he knew nothing about.

"What other secrets does she have stashed around here," he said out loud. His regular voice startled him after speaking in a quiet monotone for hours.

Kevin got his answer when he looked at the list and read instructions on what to do if Mitchell showed up early. He had some rifles and shotguns and expected the instructions would be to use them. Instead, he had to run to a location about 5 km away at night, gather everything there and then run back. She estimated it should take no more than 60 minutes.

It must be important if she was willing to leave herself unattended for an hour. Kevin also desperately needed to get out of the house. He glanced at the time on the computer screen - 4:02 am. It was as good a time as any. He quickly found some outside shoes and tossed on a light jacket. It was below freezing outside, but he didn't need much to keep warm. There was snow, which would slow him down, but it was manageable.

Kevin stepped outside and took a deep breath of cold air. It felt amazing. It had been over a week since he last breathed fresh air and it charged his body. He started jogging east, towards the mountains, having memorized the route when he saw it on the papers. There was a marginal trail towards the location.

Soon the jog moved upwards. Kevin was running and it was easy. There was no gasping for breath or aching of muscles. It was like he was trotting across the room. The fact that he could do it in the dark woods was all the more remarkable. The old version of him would have been stumbling through the woods, trying to stay on the path. The new version easily saw the trail and had no problem running at something that would probably be an Olympic pace.

He laughed. Leah was right; returning to his old body after experiencing a rush like this was ludicrous.

After what felt like a few minutes, he arrived at a small wooden crate tucked under a rocky overhang. Old snowmobile tracks were in the snow. He got his fingers under the lid and, pried it off with minimal strain. He looked inside and there were four bags. He opened them and again marvelled at how badly he underestimated Lillian.

Inside were two AR-15 rifles, two handguns, plenty of ammunition and lots of explosives. The guns alone were illegal in Canada. He had no idea how she got them here other than through whatever dubious contacts she had online. He didn't know how to use the guns nor what to do with the explosives, but thanks to his enhancements Kevin knew he would be a quick study and a good shot.

The cold began to seep in while standing around. His watch said it was a little after 4:30. He hefted the bags and while they were heavy, the weight was manageable. He knew the path and could move faster, but the bags would slow him down. Still, 5 am was doable if he moved quickly.

When Kevin arrived at the house, he was sweating and breathing a little heavier. It was also a couple of minutes before 5 am. As he entered the house, he thought that, yeah, maybe this new body would be ok after all.

Kevin stashed the guns and explosives in Lillian's barren bedroom. It's not like she would be using it anytime soon. Before doing anything further, he needed to read more about using them. He was basically a brilliant idiot at this point. Also watching videos on how to use guns didn't mean he was now a match for an expert.

Kevin went back downstairs and entered the computer room, which already smelled different. Lillian's skin was openly weeping. It wasn't sweat; it was something thicker and more viscous. But it was oozing out of her. She hadn't started to shrink, but it was coming in the next few hours. On a whim, he touched her hair and a clump came out. He flung it to the ground.

He checked the IV and noted there was still an hour before it needed changing. Good. He had work to do.

Kevin spent 10 minutes going through the rest of Lillian's notes. He whistled quietly at the brutality of her plan to deal with Mitchell, but he didn't have any better ideas. Then he stared at her computer for a long minute. There was always the chance she had traps installed after her password, but he'd observed her operating the computer for years. If she had surprises, they were well hidden.

He went over to her set-up and adjusted her chair. Then taking a deep breath slammed in her password. The computer monitors lit up and windows began popping up on all the screens. Kevin let go of the breath he didn't know he was holding.

His time in front of the computer was spent less trying to figure out her secrets and more just trying to get himself up to speed on everything he needed to survive the next few days. He ran multiple windows showing him how to use weapons and military tactics combined with advanced computer and hacker techniques.

After about 10 hours and two bag changes, Kevin realized that he had neither eaten nor slept. He might be borderline superhuman, but he wasn't operating at peak efficiency, which was stupid. He went upstairs to his room, climbed into bed, set the alarm for three hours, and crashed.

After waking up, he put together a breakfast with as many calories as possible. For the first time in ages, he cursed Lillian's vegetarianism. He'd kill for a steak or three. But when he felt refreshed, he went back into the computer room.

Kevin swapped another IV bag and looked at what there was of Lillian. Whatever sexual characteristics she had were gone and she'd shrunk a couple more inches. Her hair was a clump on the cot. Surely there wasn't much further to go until she reached her baseline state.

As Kevin stared at the whole set-up, something clicked in his mind. Lillian had been paranoid about how much access the AI could have to external computer systems, so she created a set-up to keep it isolated and designed a program to tell it what physical and mental changes to make.

But he'd met the AI. 'She' was a benevolent entity. He also suspected that Lillian's set-up wouldn't work, especially if she wasn't around to monitor for unusual computer activity. Leah could make the jump any time she wanted and he wouldn't have noticed.

"Show yourself, Leah," he said out loud.

One of the large monitors on the right side flickered, and the Leah he saw in his head, the one close, but not quite the same as the one in real life, came into focus.

"I wondered when you would figure it out," she said over the speakers. It sounded like hearing Leah's voice over the phone.

"How'd I do? Slower than you thought?"

"No," she said and smiled. "Pretty much right along the predicted timeline. I didn't want to show myself and freak you out."

"Please, please tell me I haven't let the genie out of the bottle and you're going to take over the world or something."

Leah gave him a scornful look he was all too familiar with. It was the exact one her real-life counterpart gave him when he was being particularly stupid about something.

"I'm currently supervising the strip down and rebuild of a complex human being and copying her memories so we can determine her fate and allow you access to her computer systems. Oh, and I'm projecting onto this computer system so you can interact with me. I'm flattered you think I have the spare power to take over the world. I'm good, but let's be realistic," she said.