“Aww man! They don’t have any bears!” Cried out the little leopard boy, young hands gripping the long elastic bars keeping a mass of shaped pillows contained in a display space. He shoved his pouty face to the cage, grumpily growling. He had wanted a bear Life-Pillow ever since he was five, and now that he was eight, his mother was finally going to get him one. These were no ordinary pillows though, each one far larger than stuffed animals and bearing lifelike proportions of cubs big and small. The pillows weren’t linen stuffed with fluff, instead they all were made of dull shiny rubber, gently creaking and squeaking as the pile settled. It sounded like beach balls shifting around when the leopard shook the cage in childish despair. For people who didn’t know of these kinds of pillows, the muffled sloshing noises they made might have been concerning. Kneeling beside her son, the mother rubbed his shoulders apologetically, a fairly modest looking woman, a typical suburban mother. “It’s alright Caleb, we can look again next week.” “But it’s my birthday today!” He exclaimed, not shouting but clearly upset. Joy frowned, understanding how unfair it seemed to her kit. “I know sweetie, but they don’t have any bears right now.” Tugging the boy close for a hug, she nuzzled his cheek with a forlorn sigh. “Sorry sweetie, I know you were really looking forward to this.” Looking at the half full cage of cub-shaped latex pillows, she scanned the black forms one last time. Her eyes passed the sign on the bungee cords, reading it a final time. “Life-Pillows! Filled with love so they love you!” But this time, she caught the little print beneath the product label. “Can’t find the one you want? Look up your nearest Build-A-Pillow store!” Giving her son one last pat, she rose to her paws and took his hand. “Come on sweetie, let’s finish shopping. I’m sure there’ll be some bear pillows eventually. How about some ice cream in the meantime?” Cute little ears already perking, the little leopard’s smile returned quickly. “Ice cream! I want chocolate!” Grinning warmly down at the boy, Joy led him through the store as energy returned to his steps. It wasn’t until the two were at checkout, that the mother saw her opportunity. She felt bad for ruining her son’s birthday by not getting the pillow in advance, and was willing to go a bit further to secure his gift. So when the suburban leopard woman noticed an ursine pair get in line behind them, her attention was sparked. It was a mother as well, with a small bear cub running around the cart. After causing a bit too much of a ruckus, the parent reached down to pick her energetic child up, little blue dress billowing as the cub giggled through the air until she was held in her mother’s arms. “Shh! Don’t be so loud Maria! Indoor voice, and don’t run around in the store.” Scolded the mother bear, holding the little girl tight as she kicked around in her arms. Joy’s mind raced, and formed a quick plan. It might not work, but it was worth a shot. She tapped Caleb’s shoulder. “Sweetie? I forgot to grab the butter, do you mind getting some? It’s over on the other side of the store, in the food section.” Her boy was good, nodding diligently and taking this adult task with pride. “I’ll be right back momma!” Then off he went, little paws carrying him fast and far. As soon as the kit was out of earshot, Joy faced the bear duo while the cashier worked to ring up the person in front of her.  “Excuse me, miss?” The mother pointed at the cub in the mother’s arms, “My son has been wanting for a bear Life-Pillow forever, and I was going to get one for him today, but they don’t have any. Your daughter would be a perfect pillow for him, and I was wondering if you wouldn’t mind converting her? Please, it’s my son’s birthday, he’s been looking forward to this for years.” Blinking, the bear woman looked at the innocently giddy child in her arms. “Uhh… Sure, but I’m gonna need some cash. I was gonna have her pressed after these errands, so I’m gonna need something to mitigate not getting the popucoins.” Joy was a bit surprised, not expecting the happy little cub to have a ticking clock already. “Oh! Well sure, but if you don’t mind me asking, what’s the occasion for the pressing?” A proud smile, “Well, I changed careers recently and my salary took a hit. Little sunshine here asked how she could help out, and she sounded so excited when I brought pressing up! Kids are always curious about the booths everywhere, you know? She’s probably gonna be upset she’ll never finally see the inside of one.”  Joy’s attention was drawn by a final beep from the cashier, the current customer checking out as the attendant droned out the usual “Your total today is one hundred and fifty three dollars, and seven cents. Will you be paying with cash or popucurrency?” Facing the bear again, the leopard woman beamed. “Oh, how lovely! Sorry to take that from her, but it sounds like little Maria has a good heart!” The ursine mother warmly smiled, “Of course! It’ll be a bit disappointing for her, but I’m sure she’d be just as happy to be somebody’s perfect pillow. She always liked making people smile, her spirit will be okay with this.” Joy was already pulling out a wallet from her shoulder-slung purse, both women casually smiling. “I don’t have any popucoins on me, not that I have one that would match her value, but about how much were you expecting to get from her? I can probably give you 50% of her value in normal cash.” “Well she’s a healthy young cub, would probably be a pretty penny. I’ll knock some off already because you’re doing it for your own kid, but I’ll need 75%.” Joy hummed, counting her bills and casting a glance at the yellow dressed cub in the mother’s arms. Maria still looked around happily, the conversation falling upon ears that didn’t know better. “60%. I still need to pay for the conversion and I’m taking Caleb to a theme park over the weekend.” Bouncing the kid in her arms to help her settle down from childish glee, the bear responded with her own hum. “65%. Been taking care of Maria for five years, gotta get something worthwhile outta her for this.” Joy reached her hand out. “Deal.” - Both parents checked out as if they never spoke to each other, Caleb came back with everything requested before him and his mother loaded up the car and drove off. Near simultaneously, the ursine mother did the same. When both cars pulled into the same parking lot on the other side of town, Caleb still had no clue what was going on. Until he noticed the sign above the colorful storefront. Bright words in a happy font, letters cantered childishly. “Build-A-Pillow.” The young little leopard nearly tore the door off to get out, jumping around at mach three, voice cracking as he squealed with joy. “Mommy, mommy! Are you really getting me a bear pillow!?” Beside them, the bear mother climbed out of her car, walking to the backseat to pull her daughter out into the tender cradle of her arms. It was all calm and casual as she approached the feline, the young boy’s infectious joy putting a smile on her face. Reaching down to try and calm her son, Joy ruffled his hair. “Yes honey, but Mrs. Terrell is the one who’s giving it to you, it’s gonna be made from her cub after all. You should be thanking her and little Maria most of all.” The kit slammed into the bear mother’s leg, almost tripping her with the hug. “Thankyouthankyouthankyou!” A warm chuckle came from the milfy bear, petting the boy’s head. “Well I can’t have such a good kit like you go sad on their birthday! Your mom told me that you’ve been wanting this for a looong time, and I’m glad my child could be there to finally give you your pillow.” Reaching her hand out, just as Caleb’s mother did the same, the group walked through the big inviting doors. Cheery colors and posters met them, a happy atmosphere indicating that this was truly a child’s store. The inner space wasn’t huge, in fact it was smaller than expected. There was a counter along the back wall, with a few stands showing various pillows of all shapes and species in various cute poses. Awed, Caleb ran from display to display, bouncing and skipping. Giggling at the show of childlike glee, the two mothers watched with gentle smiles. Before they knew it, one of the employees came around the counter, bustling over with overplayed retail enthusiasm.  “Hello, and welcome to Build-a-Pillow~! Are your cuties looking for something in particular today?” Spoke a warm faced golden retriever boy, wearing the store’s colorful uniform. The parents also stared at the shiny black shapes of cubs and teens resting limply on the shelves, though Joy was a bit confused. Tilting her head as she regarded the bubbly employee, Joy had to air her thoughts. “Wow, I thought you guys don’t keep stock on hand? Only do conversions? When I came a few months ago, there weren't any shelves.” Nodding with a look of slight apology, the dog boy kept up the cheer. “Ah, we normally don’t. But sometimes we get donations. The pillows you see right now are from a school field trip here just at the start of the month.” Both bear and leopard nodded with subtle ‘ahh’s of understanding. Smiling again, Joy flicked her tail in the ursine mother’s direction. “Well, we’re here to convert. Even if there’s some premade bear pillows, Maria is the perfect size for my boy.” Bringing his hands together with excitement, the retriever brought them to the counter. “It’s the best way too, this way you can customize!” “Customize? How?” The retriever swept his hand through the air, towards a few display models. “This store has been chosen to do a limited test run on some customization options for all conversions we do! We can change the material’s color, add some patterns if you wish, you can make your pillow ‘yours’ in every sense!” Looking down to his computer behind the counter, he eagerly asked the next question. “Now, who will be converted today?” Stepping forward, the bear shifted her cub’s position in her arms, smiling sweetly at the worker. “My cub here, Maria.” “Excellent. Since she’s under 18, you will get a prompt on your io-band to consent to her undergoing the procedure.” Looking at the smartwatch on her wrist, the shapely mother tapped the green button happily. With a ding, the golden looked back up with all smiles. “Great! Now, follow me please.” After Joy wrangled Caleb from running through the store, they all made their way down a hall beside the counter. Colorful themes continued, squiggly lines running along the floor and wall leading to three marked rooms as “Imagination Centers”. They entered the first one, greeted by a large glass rectangle in the middle. The walls were of the same stylings as the main store, but clearly freshly painted and brand new decorations. Skipping around, the retriever fired up the console before it, facing the two families after a low hum filled the room. “Here is where you can make your perfect pillow! Turning imagination real!” The mothers had to smile as Caleb stared up in awe, both wondering just how much the man was being paid to sell the performance. Had to be good, or perhaps he just likes making kids happy. They redirected their gaze to the man as he gestured to a little bed in the corner. “Please place Maria on the table there, it will take her measurements.” Calmly walking over, the adorable little girl was placed on the surface by her lovely mother. Like a copy-machine, a bar of light descended down her frame, only for a recreation to appear in the glass in the middle of the room. Not truly a hologram, and far cheaper than one, it was still enough for Caleb to get stars in his eyes as he watched a replica of Maria appear in the glass. It didn’t have a face, or any real detail, simply showing the five-year old’s body shape. When complete, the ursine woman retrieved her child and came over to the display. Pointing at it as the little cub did the same with a fantastical look and giggles, the retriever explained the next stage. “Alright kiddo, here’s how this works.” He knelt by the young leopard, pointing out the big buttons on the console at the glass display. “This one changes the whole color, this one changes the pattern, this one changes the pattern’s color, and this one changes the type, this one-.” “Type?” The kit asked, already mashing the other buttons. Instantly, the projection in the glass showed the proposed changes. Nodding the canine filled him in. “Yes! There’s only two, and only one different from the one you know, but it’s brand new!” He pointed to some posters in the room, showing mock ups and pictures of various pillows. Some were visually distinct now that they were focused on. “There’s the ‘natural’ look you already know, the pillow keeps the original shape of the bioform that made it, but with a rubbery new skin. But the new ‘fantasy’ type has more structural change to change proportions and add stylization, and can even be made to resemble species other than the bioform’s! Albeit a touch cartoony representations of them.” “Huh.” Both parents said, not even caring that Maria was no longer expressly needed. They looked at the posters, seeing a husky as the showcase type, with big ears and painted on eyes, added rubber parts for hair and a poofy tail, with slightly exaggerated proportions. All with the trademark seams of the rubber along every edge. The fake eyes were wide and happy, with cheerfully raised brows and a smile printed on the smooth mouth. The man then pointed to other posters, with the same model but far more of a ‘developed’ chest, and protruding holes on its nethers and built into the mouth. Two were even placed where nipples should be. It was very clearly a sextoy, cartoonishly round and puffy orifices in contrast to a natural body’s, with the added two on the tits. “With the fantasy type, there are additional customization options too! All designed to make your pillow more capable of being your perfect cuddly companion~!” Standing a bit, the employee regarded the mother’s for the next pitch. “Changeable breast sizes, nipple orifices, and lower sleeves customizable for making sure your rowdy little man has a safe and reliable outlet. Four out of five pediatricians recommend routine masturbation for developing youth to build a healthy sex-drive and body~!” Caleb had been busy in the meantime, mulling over color choices and options. But it seems that he was understanding the concept that just because he could, doesn’t mean he should. Keeping the default black for the latex’s primary, he added a slightly lighter underbelly tone and pattern. Then switched to the fantasy type, defaulting to a shape quite similar to Maria’s natural one, but with a slightly bigger head, thinner waist, and bulkier arm-mittens.  There were also a few ‘hair’ styles to choose from, all as the open fake eyes and bright painted grin stared dead forward on a overplayed bear-head shape having no physical definition besides seams in the material and the thick O-hole set where lips should be, the painted smile stretching out from either side of it. Then the young boy hit the button that made his eyes shoot wide, looking back at his mother while pointing at the projection. “Look mommy! It has boobs!” Everyone chuckled, with the mother calmly confirming. “Yes, sweetie. It can have boobs.” Another press, and the chest grew larger, the leopard kit jumping where he stood. “Look! Now they’re almost as big as yours!” With warm giggles and motherly love, a similar response to her first was given by Joy. But then surprising all of them, the boy cycled back to the ‘natural’ chest option, flat from Maria’s undeveloped youth. It seemed that Caleb had the understanding that this pillow would be made from Maria, and that fat tits would look a little odd on a five year old’s frame. Another second of contemplation had the kit increase the chest size slightly, giving the young pillow the shapes of a preteen. He did however, see the option that added the obscene sex-toy fuckholes to the rest of the pillow. No longer just on the mouth, there were the two that served as nipples, and two between the toy’s legs. Though he did have to raise his finger to the spherical rims. “What are those?” Joy stepped up, “They’re masturbators. Like the onahole I got you last year, but built into the pillow.” “Wow!” Caleb said with wonderment. “They can do that? If it’s coming from Maria… Do all girls have that?” Shaking her head, Joy regarded her kit. “You took sex ed already, you should know~ We have vaginas, the onaholes are sleeves that copy it. If you keep the pillow’s genital option as default, then it will have an opening that takes the shape of Maria’s vagina.” The boy was confused, isn’t a hole a hole? “But… why change it then?” Bringing a snort from the bear, Joy blew some air out her nose with a touch of red on her cheeks. “Heh, great question sweetie. I suppose some guys want a fake, engineered product over the real thing.” Raising his hand, the golden retriever nodded at everyone. “If I may say, though we source our sleeves from leading sex-toy brands, and little Caleb here would definitely enjoy them, it is possible to keep the original vagina but implant an anal sleeve. We can’t keep a natural anal orifice due to it being the acid entry point, but we can put an onahole in afterwards.” “Where do the batteries go then?” The bear mother asked, “I thought the buttplug was where they went, to power the vaginal contractions.” The employee had to stifle some chuckles as Caleb whispered ‘hehe, you said butt’ to himself. “Ah, a good question that I am happy to answer. That stopped being the case a year after the product was first released, they go in the tail now. You could also request the battery pack go on the pillow’s left paw’s sole.” The room suddenly turned a shade of green, a cartoon factory whistle playing from the console as some fog machines went off by the glass display. Caleb had hit the ‘confirm’ button while they were talking, his designed pillow being mostly Maria’s natural shape, with the fantasy features of head and proportions, almost natural chest, with there being a life-like camel-toe in the latex’s groin. All as a pretty ring of fuckable rubber rest between those youthful asscheeks and two more resided on the slight swells of nubile tits. Coated in the default, typical black, with a dark gray underbelly. And wide, happy eyes printed above a cheeky smile on the hole-bearing, seam-lined face. The retriever clapped his hands together, relishing the sound of the whistle. “Ah, all done? Come, let’s head to the next room while the suit prints.” - “Thanks so much again, Mrs. Terrell!” Caleb declared as he hugged her leg, vibrating with delight. She reached down to ruffle his messy hair, giggling. “Aww, aren’t you just so sweet and polite. I don’t mind giving a good kid like you a pillow at all, you earned it.” Caleb could only make unintelligible noises of excitement as he let her pants go, bouncing on his feet. Until the golden retriever had to push the kit behind a yellow line. The man now wore a thick apron and heavy gloves, as well as a respirator mask. Though with his eyes and ears visible, everyone could see he still had his smile. That entire conversation was happening over the extremely loud screaming coming from a sealed glass chamber in a corner of the brightly lit and happily colored room. Little Maria was encased head-to-toe in a latex suit matching perfectly what Caleb designed, the only addition being a little metal triangle over the nose. It billowed out sinister fumes as the little girl cried and slumped on the glass in utter agony from the pipe lodged under her tail pumping a steady stream of sulfuric acid into her guts. The suit grew puffy first, the acid doesn’t directly melt, instead burning and charring before disintegration of all organic matter. The reaction outputs a high amount of carbon, resulting in the gas steaming from her nasal-valve and ballooning out the rubber. The shrill screeching was quite loud at first, as if a bell was ringing right beside the family’s ears. The squeaky suit slid down the glass as its occupant gradually turned to dark chunks or gas leaking out the metal nose, round mitten-like paws slapping the glass with less energy as the wails of “Mommy! It hurts! Make it stop!” gradually died to incoherent noises of pain. All through this the painted face of a smile and happy eyes stared at the group watching the girl’s death. Next were gurgles, the entire slouching rubber-shape collapsing on the floor while its seam-lined surface wiggled from the continued reaction of the acid breaking the child inside it down. Until pure silence, only the hum of the pump sending a yellowish fluid through the large metal buttplug forced past her tiny anus.   The various shifts and movements of the process happening inside the suit gradually stopped as the fumes venting from the ‘nose’ petered out. The rubber had hardened, but mostly from the solid charred chunks inside the pillow. A loud buzz sounded as the acid stopped, before the tube pumped in a blue neutralizing agent to the kid-slurry that also turned the liquid remains in the pillow to a gel-like filler. As if opening the door to a ballroom, the canine opened the glass chamber, stepping back after the rush of ammonia-smelling fumes before detaching the silver plug from the stretched hole of pink rubber now acting as an anal sleeve. A quick button press brought a shower down, rinsing any leftover chemicals away before he picked up the encased remains of the melted five year old girl and set it before the young leopard boy. It didn’t move, even when it flopped out of his hands, the pillow acting like a semi-solid object. Caleb looked at it with confusion. He poked the rubber, feeling as solid as it looked. “B-But… pillows are squishy...” The employee nodded with barely contained excitement after removing his protective gear, and gave the kit a baseball bat. “Solid carbon buildup locks the shape, give it some whacks and it will loosen up again. Pour out all that excitement for you pillow!” Crouching beside him as he unsurely gripped the bat, the former mother-bear rubbed the young leopard’s shoulders encouragingly with a tender smile. “It’s like a piñata Caleb! You gotta break it in.” His first hit was unsure, the bat colliding with a rubbery thwap that shook the whole pillow. Caleb hit it again, smiling a little more, finding the noise funny. Rapid hits followed his excitement venting through his hands to lend strength to his battering of the cub-shaped latex. One hit brought a loud crack that made everyone pause. The dog beside them waved his hand dismissively. “It’s fine, probably just a bone that didn’t fully melt before the acid was neutralized. Make sure to hit the arms and legs, most buildup is in the paw areas where it all drains down. If you can soften it all in under five minutes, I’ll give you a lollipop!” Meaty thuds resumed, though they were not hitting meat. It was a fun little release of energy for the kit, breathing hard as he set the bat down after ten minutes of beating the former girl. Crashing to his knees before the form, he reached out to poke the painted face on the shiny head. His finger made contact, then pushed in a bit, deforming the surface like a water balloon. His face swung back to the mothers behind him with pure glee, that lovely look of pure joy in a child. Both women gleamed back, happy to bring a smile to the boy as he suddenly took the pillow in his arms and squeezed it in a tight hug. It was close to his size, the few years younger Maria had been made for the perfect size that was big now and still usable as Caleb grew. He could definitely consider it ‘life-size’ right now as he shouted his delight, swinging his body around to slap the pillow’s floppy legs around on the floor. The bear approached again, gleeful in her own way from seeing a child so excited. “Try the vagina Caleb! Make sure it got her shape right.” Looking up at the smiling bear, the boy gave an unsure look. “You… you want me to put my thingy in it? H-Here?” Quickly shaking her head, “No! No, just your finger silly! Need to make sure it got a good mold and the recorded convulsions play back properly through the material.” “How does it do that?” The leopard boy asked incredulously, looking at his mother in excited questioning. She merely looked at the retriever. He nodded, “Our proprietary electro-stasis system hardens the latex in and around the vagina and remembers the bioform’s final spasms to make it more lifelike when you use it. That’s how the whole thing keeps its shape too!” Caleb shot his fists into the air, “That's AWESOME!” The retriever nodded with as much glee as he hosed out the glass tube the girl was dissolved in. “Isn’t science cool!? That’s why you’re going to school.” He then pointed to a shelf holding a few different tubes, looking at the parent. “We keep lube her just so all these brand new life-pillow owners can try them out without waiting.” Still overwhelmed with excitement, the young boy barely waited for his mother to coat a few fingers in cold slimy gel. He then ran to the flumped over shape of the former cub, touching the now squishy latex. The legs were spread with a bit of a slushy sound, still holding the form of a child’s body but behaving more like a gel-filled stuffed animal. Slightly rigid, but very pliable. Between these ‘limbs’ was a slit in the dull black rubber, sitting above the round stereotypical fucktoy-hole that sat where an anus should. The pussy was seamlessly blended with the dark material, looking like the real mound Maria had, and opening just like hers would. Caleb’s fingers dove right in, sinking with a small squelch as the black folds parted. His eyes widened, looking back at his mother and the bear, both warmly smiling with encouragement while his hand was knuckle deep in the pillow’s kid-sized cunt. “Wow! It feels just like sis’s private place!” - Two parents left the colorful store’s big doors, one child leaving despite two entering. Caleb was skipping around, a wide grin plastered on his features as he carried a rubber pillow in the shape of the bear’s cub with those added cute details and a face that showed a happiness that wasn’t present on the girl who used to be inside it. The kit was running ahead to the car, then running back, swinging it around joyfully. “It’s kinda heavy!” He said, hefting it around and hearing the squishy noises from within it. The bear smirked down at him. “That’s good! Means there was a lot of love put into it!” Joy happily looked at her kit as well, spotted tail waving. “And a mother’s love is the best stuffing!” Reaching him and ruffling his ears, she beamed down at him. “Speaking of, it’s time for dinner. Ready to head home?” Caleb climbed into the car while Joy waved farewell to the empty-handed bear entering her own vehicle, turning back to see her son adorably clutching the pillow almost as big as he was. It nearly smothered him on the car seat, arms falling to his shoulders as he hugged it, and it almost looked like it hugged him back if it wasn’t completely limp and sloshing. His wonder-filled eyes looked up at her with the confirmation of this being his best birthday yet, sharp teeth smiling in a way that melted her heart. “Yeah! I can’t wait to show everyone my pillow!”