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Buster had been all but worn out. His master had played with him for almost twenty years in every possible way imaginable. If he tried hard enough, he could even still remember the first time he ripped; just a small broken seam in his armpit. At first, he thought that this was the worst thing to even happen. He fantasized in his worry that his master, Joseph, would simply throw him away. When you're just a stuffing-filled toy, you can't just heal from a flaw like that.

But Joseph had always been a kind master who loved the gift his father gave to him as a child. Joseph had learned to sew just so he could fix his friend's tear, making him good as new. From that day, Buster was not afraid anymore. He knew that no matter what they did, he could always be repaired. As the years went by and Joseph grew, Buster found that he cared less and less for those sorts of things that would damage him. In the end he even became reckless.

It had all started innocently. Joseph's father, a renowned alchemist and inventor, had designed a method of animating stuffed animals. A tiny device, implanted in the head, would animate the special stuffing within, giving the toy mobility and a semblance of life. Over his career he had marketed a whole line of "PlushPets" that had made him a fortune. When his wife died giving birth to his only son, he had tinkered with the design, making things for his child to bond with in the absence of a mother.

The greatest, and last, of these advanced PlushPets was Buster. He had been designed with the body of a rabbit, at least in theme. To anyone who saw him, they would know the form but see a caricature. His ears, for instance, were much larger than any other rabbit he might meet on the street. Where other rabbits had dexterous hands, he had big squishy paws, where other rabbits wore shoes and clothes, he went through his day completely naked... of course he never worried over this fact as he had nothing to clothe in the first place. Other rabbits had white, or brown, or grey, or black fur that was made of real hair that grew from them. Buster's fur was bright green, Joseph's favorite color, was microfiber-soft, and didn't grow at all.

And now, after twenty years, that fur had been almost completely worn off. Though he still went out and did many things with Joseph, they rarely played at all. Buster remembered fondly all the games of "Fox Versus Rabbit"... Joseph was a fox after all... and all the times where they would just sit in the woods and talk. Every moment was stored in his data processor, every moment as real as the present. But Joseph didn't want to play those games anymore. In fact, Joseph normally just worked these days. At home, he would be greatly affectionate, snuggling Buster just like he ever did and sharing his bed to help him sleep. But since his father had died and passed his legacy on to his son, Joseph's time seemed ever more rare and precious.

It wasn't his place criticize, after all Buster was just a toy. Yes he might have thoughts of his own, but his mind was just a computer program built into a complex system of tiny machinery. Sometimes, though, he wondered why Joseph couldn't be with him more. He wanted to play again; he wanted things to be like they were. Still, he understood that things always changed and that the past could never be again... at best it could only be recreated. He would learn this lesson all too well this day.

"Buster, come with me." Joseph commanded as he entered his room where Buster sat waiting.

"Of course, Master Joseph," Buster said happily, bouncing toward his lifelong friend at his will.

Buster followed Joseph through the many rooms of the mansion, passing doors that Buster had never seen the room behind. Ever obedient, he kept pace behind Joseph as they passed down stairways and hallways, into a portion of the house that Buster had never seen before at all.

"Are we off on an adventure?" Buster asked hopefully, "Is there a new game to play today, Master Joseph?

"We're going to upgrade you," Joseph replied, "It can't have escaped your notice that you've grown a bit old."

"Master Joseph has always fixed Buster," Buster affirmed, "Is this 'upgrade' another fix for me?"

Joseph chuckled... but not in any way Buster was familiar with. "Something like that Buster. I'm going to change you. I've been studying my father's notes and diagrams for a long time, and now I think I finally understand how you work. Now I'm going to see if I'm right."

"I don't know Joseph, that sounds scary," Buster responded automatically, the phrase built in to his logic centers as the appropriate thing to say if Joseph ever got too curious about his workings, "I don't think your father would like you messing around with me like that."

"My father has been dead for seventeen years Buster." Joseph sighed, rolling his eyes patiently "He's not going to care what I do anymore."

By this time, Joseph and Buster had entered a spacious laboratory. It was a room that Buster did not recall, but somehow knew intimately. This was the place where he and the other advanced PlushPets were made! Station after station of silver and milky white lined the space, tables stood all around with tools and devices suspended over them from the ceiling. At the intrusion, lights and computers kicked on, flooding the space with light and sound.

"Lay on the table Buster," Joseph said, indicating one of the large slabs.

"I don't know Joseph, that sounds scary," Buster repeated, "I don't think your father would..."

The phrase never finished as Joseph typed in commands on the nearest computer terminal. Buster immediately stopped talking and laid himself upon the table. Though he could no longer process the previous response, he was still aware of his surroundings. He wondered why Joseph had chosen so large a table for him when there were others more appropriately sized.

"What are you going to do to me?" Buster wondered, his voice neutral and unconcerned.

"Like I said. I'm going to upgrade you." Joseph replied, turning to face his lifelong companion with a scalpel in hand.

Buster waited patiently as Joseph sliced through the stitches that bound his cloth body together. Seam by seam the thread around his joints was pared away. Buster mused that, while such a thing would be horrifying and painful to a living person, he barely registered the cuts at all. His trust in his master was so complete that he felt totally comfortable with this.

Finally finished, Joseph lifted away the old, worn material, setting it aside ad leaving Buster completely bare upon the table. All he could see of his childhood companion now was a mass of roughly person-shaped white batting and the optic and vocal systems that stuck out. It was the most defining moment in his life how different his best friend was from his own flesh and blood body.

"Begin stuffing addition and shape alteration," he called, activating the computer by voice.

The machines whirred to life. A pair of armatures that looked like spinnerets descended toward Buster's exposed form. He felt the awakening of new sections of his body as the machines altered and added to his arms and legs. His body was growing for the first time in twenty years, altering to become longer and wider. The thought struck him that this was why Joseph had chosen such a large table!

It was a little disturbing when another armature clackered down and unceremoniously snipped off his ears. The sudden loss of so large an area was shocking. But soon enough the spinnerets were at his head, working on new, smaller ears. Still, Buster felt he was going to miss what he considered his best feature. Another surprise was when he felt the machines adding an awful lot of material to his little puffball tail. But either way, he felt joy at becoming something that would please his master and felt thrilled that he would be made new again.

"Begin covering procedure." Joseph announced, a smile on his face as he inspected the new form of his friend.

More armatures rattled into view, some like hands that held large sheets of material, cut to the pattern of Buster's new covering, others like skeletal sewing machines that would replace his lost seams. Anticipation grew inside the PlushPet's mind. 'What will I look like? Will I feel any different? Has he upgraded my spatial awareness?' these and more wonderings flooded Busters neural relays, but most important of all, he thought 'what new games will we play?!'

After minutes of clattering, the computer beeped at his completion. A look of satisfaction crossed Joseph's face as he keyed in the final stages.

"Begin firmware upgrade, vocal modulation, ocular replacement, and feminine enhancement."

One last machine covered Buster's face. His vision filled with static as the machine removed his eyes and connected to his neural network. Buster lost awareness and, in seemingly no time at all, the procedure was finished.

"Sit up and take a look," Joseph exclaimed, "everything went perfectly!"

Buster stood on long, slender legs, a little disoriented, but generally functional. At some point, Joseph had wheeled in a full-length mirror. What Buster saw in the reflection shocked him.

There, where he should have been, stood a tall, beautiful, naked vixen! Buster raised his hand to his mouth to gasp, and the vixen did the same! He WAS that vixen!

"Master... how?!" he said in a new, high-pitched voice.

"Dad's notes," he replied, "And now I think we're going to have a lot more fun together. I've got a lot of new games in mind, Busty."