Professor Carl Davis was proud of his invention. It had taken the man a mere three years of trouble and toil to create the body, but will all living things; the body is but a shell. It was another ten before he managed to bring the semi-sentient AI on line.

Working in his basement, keeping the project a secret at least until he was sure of results lest he loose his job at Ravensmoor University, Professor Davis laboured almost non-stop until the day of the break through. In a sudden burst of inspiration, the scientist devised a way to transfer basic thought patterns from a living creature into digital format, thus allowing him to bypass many of the hurdles that stood between him and the creation of a true artificially intelligent machine.

Heeding the warnings of over fifty years of science fiction, though, the man choose not to use his own brain for the final stage of the experiment. Instead Carl offered to watch his neighbour's German Sheppard Rex while they were on vacation, thus giving him the perfect "donor" as is it were.

Hooking the otherwise friendly canine up to the machine in his basement, the simple headset connected to the main system by a wireless transmitter, Carl Davis grinned at the happily panting dog with anticipation.

"I promise, this won't hurt a bit!" the man chuckled, causing the dog to paw the air at him, thumping his tail happily as the scientist made a few last adjustments at the control station. Glancing at the canine, Professor Davis took a deep breath and punched in the final code, his machines humming ominously as the dog glanced at the bulk of the large, clunky device that dominated all of one wall, but otherwise seemed unaware that his brain was effectively being photocopied.

Watching the display on his monitor, Carl held his breath, the progress bar increasing slowly, the amount of remaining memory dropping steadily, the man completely unaware of the dark forces at work beyond the range of human senses or computerized sensors.

After ten tense minutes, the computer announced that the download was complete. Glancing at the dog, Rex thumped his tail again; still unaware of what had happened. Breathing a heavy sigh, Carl took a moment to wipe his brow and unhook the dog, his hands shaking as he dared not glance back at his computer or wonder for the moment whether or not any of the data was corrupted.

Scratching the German Sheppard behind the ears and giving him a dog biscuit as a reward, the scientist soon returned to his experiment, his nervous hands shaking as he scanned the data, unaware of how it had been altered during his time away from the screen. Running a few tests the man smiled at himself as he realized other possible applications of his work, noticing a number of interesting facts about his neighbours lodged deeply within the dog's subconscious. Even if the animal couldn't make sense of everything it had experienced, a record remained. A record that Carl could now access and understand. The possibilities seemed endless, but that could wait.

Saving the enormous date file onto a separate hard drive for safe keeping, Professor Davis gave the commands necessary to power up the complex robotic body he had created. As a large panel slid away from a relatively unadorned portion of the complex machine before him, the man smiled at the nearly perfect replica Rex.

Sighing heavily, the scientist shook his head at the months of work required in acquiring sufficient materials to replicate the proper textures of fur and skin and muscles. But despite looking completely real, the robotic dog's body was completely inorganic. Now all it needed was a mind.

Making sure all of the connections were secure, Carl went back to the Rex's copied memory data and carefully began merging it with a pre- written bit of software that would make the new being more than just a dog. It would be smarter, but still obedient, with a full understanding of English as well as a few extra self-preservation subroutines. What the scientist didn't know, was that his program had already been altered by forces beyond his understanding.

Merging the two halves of what was to be the new AI was surprisingly simple, and Professor Davis didn't question is good fortune. He made meticulous notes about the process, being sure that he could reproduce the same results if necessary, and then started the set up for the final step in the process.

Setting up a data upload to the empty brain inside the robotic shell, Carl took the dog back upstairs, feeding him and letting him out in order to kill time. Coming back down twenty minutes later, the scientist rejoiced at the seeming lack of problems the system had encountered. Everything seemed perfect. It almost seemed like it was meant to be.

Grinning excitedly, the scientist re-checked to make sure everything was fine before switching the robot on and severing the connection. With a soft whir of small machinery turning on for the first time, Rex 2 lifted his head and wagged his tail at his master. Shaking all over, Carl felt a surge of joy as he saw the light in the dog's eyes, an unmistakable intelligence, he could tell the dog recognized him and saw him as the alpha male.

Calling the dog to him, Carl laughed as the Sheppard hopped out of the containment area and hurried to his master, the dog leaping up to put his paws on the man's shoulders before lapping at his face. "It's perfect!" the scientist laughed, his hands brushing the dog's coat, feeling the warmth starting to spread through the hard gel that made up the dog's muscles, "Absolutely perfect!"

For the next several nights Professor Davis' dreams were troubled, his sleep fitful. All night new inspirations would torment him, forcing the man to wake up several times to write down notes and to work on complex mathematical computations before falling back into bed, exhausted.

Taking a bit of leave from the University due to stress and lack of sleep, the man finally had his first full night of uninterrupted rest after the third day. The next morning, he looked at all of his notes and was shocked by what he saw.

Barely believing them the man hurriedly entered data into his computer and ran a handful of simulations. It appeared that what the man had invented, almost in his sleep, was the basis for nano-machine technology. Somehow, the man had even devised a simple method of manufacturing them. They were simple creatures, but would be capable of enhancing his creation all the more, giving it the illusion of healing should it be injured or even the excretion of bodily fluids when required as well as monitoring many of Rex 2's internal systems, making sure he didn't overheat or run down. They would also serve as a way of freeing up memory space, allowing the dog's main processor to concentrate on being a dog.

Despite his busy schedule at the University, Professor Davis managed to create a few thousand of the little nanites within a week. Even he was amazed at how easy it was for him to use University resources, as well as how quickly the ideas came to him. They almost seemed to be fighting to get out of the man's head at times, but it just made him smile. He was going to be rich and famous from all the patents he was going to have, and perhaps even be able to move out of the small town and move somewhere large like London, where his genius would truly be appreciated.

Programming the nanites was simple enough. Using a bit of Rex's copied mind, Carl gave them a degree of self-awareness and allowed them to be creative and adapt to new situations. Rex-2 would be a survivor. Even if some religious wing-nut decided Davis' experiments were an abomination and tried to kill poor Rex, the dog would more than likely survive, heal, and be all the more skilled at surviving future attacks. To Carl, it was becoming a brilliant plan. To the dark, outside forces that were already infecting his mind, it was just another victory. Just another way of penetrating the barrier between their world and ours.

After finally injecting the nanites into Rex, Carl Davis returned to work happy and energetic, brimming over with new ideas, some of which he even shared with his students. Not questioning his gift, the Professor was unaware that the nanites within Rex-2 were already hard at work, instructing the dog to go out into the world and hunt around for the raw materials necessary to further their own plans.

As mid-September came into being, and the leaves started turning, Professor Davis stopped referring to his invention as Rex-2, and began simply calling him Rex. The dog seemed perfectly socialized and was fine on his own even when his master had to work long hours. Carl didn't even need to supervise the dog when he went outside. Rex seemed perfectly well behaved.

It was while Carl was at school, though, that Rex's nanites finally finished their modifications to his body and mind, the dog's brain suddenly making a connection with the darker forces that had inspired its creation. The robot finally becoming the first vessel for their essence.

Waiting for a day when he knew his human master would be out for longer than usual, Rex slipped out an open window and ran across town. To the humans he passed, he seemed like a normal dog. Some even tried to make contact with him, but the robotic canine had other plans.

Running about the neighbourhood, Rex located the other large dogs in the area. Finding the males among them, the superior canine managed to dominate each of them into submission, the dark thing in his brain touching their primitive minds, infecting them subtly. It was just enough to make them leave their yards and follow Rex.

Reaching the gates of Ravensmoor Secondary School, the now large procession paused, Rex sniffing the air, his computerized brain processing the information and analysing it. The dark thing that lurked within, Rex's true master, told him that all was as it should be.

Slipping unnoticed into the yard, the pack of fifteen dogs of varying large breeds ran around outside of the ancient building into the wooded area behind the sports field. There they watched and waited, Rex at their head, the others obeying without question.

Then, as the rear doors opened, Rex let out a soft growl of anticipation and the dogs behind him gave soft whimpers as the dark thing poked at the most primal parts of their minds, finding it so much easier than it was with humans.

As a procession of fifteen grade-nine girls jogged out of the school gymnasium for what was likely to be one of their last outdoor classes, their small, lithe bodies clad in white t-shirts and dark purple shorts, Rex stood slowly, his head bowed low.

His pack following suit, the nanite's enhancements became apparent almost at once. While his human master had given rex the appearance of genitalia, Professor Evans hadn't bothered making them functional. The Darkness, though, had had other ideas.

Watching as the class was lined up into three rows of five, Rex's cybernetic cock slid from its sheath, a thin shin of liquid clinging to the metallic phallus as the first few inches stood out. Giving a low growl, his pack answered with soft snuffling sounds, their own bodies responding the scent in the air and the sight of the fifteen girls all suddenly bending over to touch their toes at the gym teacher looked on.

As the girls all spread their legs apart, their arms extended, swaying from side to side so their fingertips would touch the opposite side's foot, Rex let out a soft snarl. The signal to attack.

At first, the middle aged woman instructing the glass didn't notice the back of ravenous looking dogs charging out of the woods. She was too busy watching the group of thirteen and fourteen-year-old girls stretch and bend, their firm little bodies moving as per her instructions in perfect unison. It made the woman feel powerful. It made her feel alive to be so in control of such beautiful creatures. But then her power slipped away.