1 (edited by Flicker 2023-11-02 10:42)

Topic: Experiment 0000: Origins - by CZs_Imaginarium

Part 1: https://www.furaffinity.net/view/46699470/
Part 2: https://www.furaffinity.net/view/54273146/

Source has a PDF with art + story.

This is a "The Thing"-inspired transformation commissioned by Schwarzeschatten.


Re: Experiment 0000: Origins - by CZs_Imaginarium

Experiment 0000
Origins - Part 1

The sound of helicopter blades whirling overhead filled the small cabin. The trio of men inside peered down at the empty sea. Sunlight flickered across the waves, the whitecaps obscuring what lay beneath them.

"Are you sure this is the right location Doctor? I'm not picking up on anything down there."

"Absolutely, these are the coordinates. Just keep this bird steady while I get into the sub."

"Copy that."

Dr. Viers unbuckled himself and walked to the small cargo chamber. He flicked a few switches, pressed some buttons and spotlights illuminated the deep-sea pod inside. He could hardly contain his excitement. He was finally going to visit the spot where it all began!


Dr. Nora rubbed her hands together, wincing as they burst with pins and needles. She had spent too long out in the arctic cold, any longer and she would have risked serious frostbite. But it had been worth it! The find she had stumbled across was incredible. It was the entire reason she had signed up for this trip in the first place!

Taking off the rest of her outer gear, she continued to blow on her hands and rub them together as she walked back across the lab to stare at the block of ice dripping slowly on the heat pad below. The ice was so clear the reflection of her pink nose and cheeks obscured the shape within. She turned up the dial on the heat pad. She couldn't wait to get her hands on the prize trapped inside!

Forcing herself to be patient, Dr. Nora turned back to her notes, logging the date, time, and coordinates of her find. If she was lucky, she might be able to go back to look for more samples! Visions of applause and adulation filled her mind as she accepted the Nobel Prize in Biology. Maybe her colleagues would be there too. She could acknowledge their contributions in her acceptance speech, but she still didn't even know their real names. Everyone had to go by codenames here, selected at random at the start of their training. She had been 'Nora' for so long now, she'd grown quite fond of it.

A soft whistle slowly pulled her back to reality. Then she realized the source and jumped into a panic!

Her specimen!!

Nora rushed back to the heater, but it was too late. The large block of ice had been reduced to a puddle, and the once perfectly preserved egg inside had turned into a mushy pile of steaming slime. In her rush to free the specimen she had overheated it, cooking her only proof of life a new life form here in the arctic. Frustrated, she returned to her notes and reviewed the coordinates. She was going to have to get back there as soon as possible before it got covered by another storm.

Lost in her notez, she jumped as she felt a sudden pinch at the base of her neck. She swatted at it and felt something slimy beneath her fingers. She grabbed a nearby mirror and parted her curly blonde hair, looking at the back of her neck just in time to see a thin black tail squirm beneath her skin. What the fuck was that?!

Starting to freak out, she dashed towards the lab door, but as she got closer the world began to tilt. He knees grew weak and she stumbled, darkness closing in as she reached for the door knob several feet away. Hazy light flickered through her vision as the door swung open swung open on its own, followed by the sound of feet hitting the metal floor around her.

"Dr. Nora? Dr. Nora?!"


Dr. Colette looked up as the door to her medical bay slammed open. Dr. Sofie barged in, half-carrying/half-dragging an unconscious form behind her. Recognizing the urgency of the situation, Dr. Colette quickly stood and cleared the examination table. Turning back, she grabbed the patient's ankles and the women heaved the patient up onto the table. It was Dr. Nora!

"What happened?!" Colette demanded.

"I don't know… I went into the lab to grab another gyroscope to repair the exo-suit and she was just laying there on the floor, groaning."

Nora let out another moan, twitching where she lay on the table. Beads of sweat rolled off her brow and her pale skin glistened.

"She has a raging fever, that's for sure. Help me strip her down, her body needs to self-regulate."

"What, like, 'strip her' strip her?" Sofie balked, blushing. "What if she wakes up?"

"We don't have time to hesitate! If we can't get her fever down, then nothing else matters. Just grab and pull!" the shorter woman directed, grabbing Nora's blouse and tearing it open.

Still tentative, Sofie followed her Team Lead's orders and began pulling Nora’s clothes off. Between the two of them they made quick work, getting her down to her birthday suit in no time.

"Ok, now let's see what's going on here…" Collette began checking Nora’s vitals. "Talk to me Sofie. Give me whatever details you can remember."

"Uh... she was just sort of laying there on the lab floor."

"Was she holding her stomach? Any food around her?"

"No… no food. And she was kinda reaching towards the door, or something."

"Any stepstool, or something else she could have tripped on?"

"No, nothing like that. I think her notes were over on the table though."

"Hmmm… No signs of head trauma. Although…" Dr. Colette peered closer, moving aside Nora’s hair. There was a pinhole at the base of her neck. Had she been poisoned? Anything was possible at this top secret facility, but she found it hard to believe any of the women here would turn on another like that. Nora moaned as she squirmed again on the table, her chest heaving between labored breaths.

"Holy shit, did you see that?!" Sofie blurted.

"See what?"

"Her skin was just moving!"

Colette looked her patient over, not seeing anything.

"Calm yourself Sofie. Stressing to the point of hallucination won't help anyone."

"I'm not hallucinating." the platinum blonde huffed, crossing her arms beneath her ample bosom. "Look, there it is again. On her stomach!"

Colette looked back again, finding nothing. Sofie seemed so convinced though. Perhaps it was worth a quick check… Maybe severe indigestion was causing targeted pockets of bloating?

Grabbing her stethoscope and running it across Nora’s belly, she cocked an eyebrow with surprise. The typical gurgle of a human belly was gone, replaced by… something else. It sounded like… slithering?

"Holy fuck... Watch out Collette!"

Collette turned to see a large fleshy gash suddenly open up the length of Nora’s belly, swallowing her hand and arm all the way up to her elbow! It closed around her arm while Nora moaned and Colette could feel muscular forms slithering around inside. Grunting, she braced her feet on the base of the table and pulled, freeing her arm from the muscular slit holding onto it.

Her hand dripped with translucent slime as she held it away from her body. It tingled against her skin. What the hell was this stuff?!

"Dr. Colette!!"

But Sofie's cries were again too late as Collette felt something wrap around her other forearm. A sharp pull turned her around to find several dark tendrils extruding from the gash in Nora’s belly! It was one of these that had wrapped around her arm, pulling her closer towards the gash. The rest squirmed in the air, searching for something, then lashed out, joining the first as they coiled around Colette’s arm!

Swearing and swatting at the tendrils, Colette fought as they pulled her back towards where Nora lay. Something was different about her though. Instead of groans of distress, Nora’s moans were sounding orgasmic! Colette looked again at the gash, noting the puffy lips framing its suggestive shape, and how it originated from down between her thighs. The peak was up beneath her rib cage, housing a large pink mound the size of an orange. She couldn't believe what she was seeing. The gash looked like a massive pussy!

Colette shook her head. This couldn't be happening! But as the tendrils pulled her closer, she couldn't deny the reality. She braced her hand against Nora's chest as three more pairs of breasts appeared beneath the first, all supple and full as the original pair. She could feel the warmth of the slit engulf her hand as it was yanked inside, more tendrils emerging to coil around her other arm. Her resistance was clearly proving futile, the strength of the tendrils overwhelming her own. She knew what was about to happen… She turned, locking eyes with Sofie as she was pulled in up to her shoulders.

"Go Sofie. Run! Warn the others!" then her head disappeared into Nora’s massive snatch.

Sofie screamed, frozen in place as she watched more tentacles spew out, wrapping around her boss as they swallowed her, Collette's feet still kicking. Then, Nora suddenly stirred. She sat up, pushing Dr. Colette further inside, then glanced up, smiling at Sofie.

That snapped Sofie's trance and with another shriek, she turned and dashed through the hatch door on the other side of the pod, unable to fully comprehend what she had just witnessed!


Sofie dashed ahead in a daze, not really sure of where she was going, but getting as far away from the med bay as she could! She shut every hatch door she passed through, locking them as she went. It wasn't until her seventh bulkhead when she finally paused, catching her breath as sweat dripped down her forehead.

"Uh… Hey Sofie. You ok?"

The sudden voice startled her, but when she turned around she was greeted by a pair of familiar faces. Thank god, it was Drs. Yvonne and Lydia!

"Oh my GOD! You have no idea how happy I am to see you two!" Sofie said, nearly in tears. "Something's happened to Dr. Nora and Dr. Colette. Something crazy!"

"What, is everything ok?" Dr. Yvonne asked, stepping closer with genuine concern painting her face.

"Dr. Nora, she… she's not normal!" Sofie huffed out. "She… she passed out. But then her pussy… Her pussy swallowed Dr. Colette!"

"Her, what now?" Dr. Lydia chuckled. The tomboyish woman walked across the climatology pod and placed a hand on Sofie's forehead. "You're burning up, hun. You sure you're not just hallucinating, or maybe used a bit too much from the greenhouse stash?"

"No, it was real! I swear!" Sofie insisted.

"I don't know Sofie… It sounds pretty unbelievable." Yvonne added.

"I mean, c'mon." Lydia rolled her eyes. "Her pussy, Dr. Sofie?"

"What, who's pussy?" another voice called out from behind the corner. Two pairs of footsteps tapped along the metal floor and soon Drs. Nora and Collette walked into the room from the side door. Sofie blanched as she stared at them, her face a mixture of disbelief and horror.

"Dr. Sofie here was just telling us an interesting story about you two." Lydia laughed.

"Oh?" Colette cocked an eyebrow. "Do tell?"

"Ah, well. Maybe it's best we didn't." Yvonne blushed, her conservative roots making the discussion awkward. She brushed her wavy brown hair behind her ears. "Dr. Sofie was just saying you two weren't feeling well. Dr. Nora, you passed out?"

"I did, yes." she replied. "Too long out in the cold during my last excursion! My bad. But Dr. Sofie found me and brought me to the med bay where Dr. Colette fixed me right up."

"You… you…" Sofie stammered, still in shock. "I saw you… there were tentacles and everything!"

"You mean 'stethoscopes'?" Colette laughed, twirling hers around her finger. She walked up to Sofie and ran a hand through her platinum hair. "There, there. I think the trauma of Nora’s medical emergency must have done a number on you, but you did the right thing in bringing her to me."

"Again, sorry about that!" Nora chimed in.

Colette continued, "Look, if it'll make you feel better, why doesn't Dr. Yvonne go and look at the surveillance while you rest here. She can download the video onto a tablet for you to see that nothing outside of the ordinary happened in the med bay."

"Sure, I can handle that." Yvonne replied. "You sit tight Soph, you're in good hands. I'll be right back."

"I'll make us some tea." Lydia volunteered, walking behind her desk as Yvonne went out the side door the other two had entered. Lydia's dark eyes scoured her messy desk, looking for the bags had left out this morning. Then the sound of a heavy metal lock caught her attention. "Hey…"

Nora grinned as she walked back from the door where Yvonne had left, now barred shut. With one quick motion her shirt and coat were on the floor, revealing a pair of perky breasts and a thin dark line that traced up her abdomen. Dr. Colette walked beside her, undoing her own short black hair and cracking her knuckles.

"Ah, now with even numbers we can really get this party started!" Collette suddenly ripped off her clothes with surprising strength. She smiled, caressing her body as it began to change before their eyes! Bony protrusions grew out from her heels, propping her up onto a pair of natural stilettos while her modest bust filled out, swelling several sizes larger. Pink dots spotted her belly and the flesh beneath them began to ripple and surge, quickly becoming three more pairs of hefty tits! But the changes didn't stop there. Dark lines formed across her breasts, crossing at the nipples, and suddenly her breasts bloomed open, revealing thick, dripping tendrils that snaked their way out.

"Holy SHIT!" Lydia yelled as Sofie screamed. Lydia leapt over the desk and grabbed Sofie's arm, dragging her away from the inhuman pair. She grabbed a pipe off the nearby shelf and brandished it in self-defense.

The other two had continued their own preparations. Nora had kicked away her pants, revealing the gigantic pussy that reached from her crotch to her clavicle. Dark, wet tentacles slithered in and out of it, licking it like lecherous tongues. A mound formed at its base, growing longer each moment while the tip developed familiar features. Curly blonde hair fell down its sides and ruby red lips appeared. Its vascular neck was now over a foot long as a nose and light brown eyes completed its countenance. Nora’s duplicate head smiled at the pair of women across the room, moaning from unknown pleasures as a pair of breasts appeared at its base, like titty-balls beneath her shaft-like neck. Her upper breasts had been changing as well, a second pair growing beneath the first while a fifth perky tit appeared in the cross-section of cleavage. The nipples at her top breasts split open, puffy red lips surrounding them as tongues slipped out from her new lipples.

"Lydia… Sofie…" Nora’s mouths all moaned in unison. "You… you must join us!"

"Holy Fuck! What's happened to you two?!" Lydia shouted.

"Mmmm… nothing we would ever change back." Colette moaned. Her hands had devolved into more smooth tentacles, and even more sprouted from her back, caressing her numerous breasts and fondling her crotch. "We just want to share this joy with you!"

"We were shown… the truth." Nora chimed in. "A truth you must now accept!"

Nora’s arms reached up, gripping the sides of her original head. Pushing up, her neck began to give way, sliding out from between her shoulders. The neck was long, much longer than it should have been, and the space it was sliding from was now occupied by a big, juicy slit! When the last of her vascular 'neck' was finally extracted, it slithered down and coiled around Nora’s arm, staring at Lydia and Sofie.

"I've come to bring you joy!" the autonomous head exclaimed. Its smile twisted as its features changed. Its hair congealed, glomming into long, squirming tendrils that framed a face now entirely different from Nora's. It was an entirely different woman! She smiled at the pair of women across the room.

"Welcome me and I will reward you with pleasures untold! Resist…" her face curled into a smirk, "and I'll do it anyways."

"Like hell you will!!" Lydia shouted and jumped at Nora, swinging the pipe. Nora stepped back, dodging the blow. She took another few steps back and placed the alien head on the ground, and then they both rushed at Lydia.

As the duel ensued across the room, Sofie looked up to find Colette standing over her. "Join us!" she said, reaching out a squirming hand, beckoning her.

"Never!" Sofie shouted back, swatting at the warped hand as she scrambled away.

"Fine, we'll do this the hard way then."

Sofie dashed around Lydia's desk and a few metal shelves, but was confronted by the heavy locked door beside them. She tried to open it, but the mechanism had been jammed shut. She was trapped!

"Stop trying to fight it, Sofie. Just give in!" Colette cooed, advancing on her target. She strode confidently on the calcified spikes sticking out from her heels, sashaying seductively. She raised her arms in the air as they devolved even further, the tentacles splitting her arms all the way up to her shoulders.

Sofie gasped as Colette’s arms whipped forward, wrapping around her body. Several more from her back joined in, coiling around her shoulders and waist. Tentacles pinned Sofie's arms against the door as her former boss leaned in close. Collette's titty-tentacles slithered out, caressing Sofie's front and invading her outer shirt, then slipping between the buttons of her blouse underneath. Sofie squirmed as Colette’s warm, slimy limbs slid against her pale skin. With a quick flex they suddenly tore her blouse open!

The tendrils continued to caress her body, spreading translucent slime from her breasts across her front. It felt warm and tingly, making Sofie bite her lip as she blushed. She could feel points of concentrated pleasure bubbling up beneath the tentacles' eager ministrations. As the sensations intensified she looked down and was shocked to find six more mounds dotting the space between her chest and skirt! They all swelled beneath Collette's touch until they matched the size of her own DD's, their stiffening nipples betraying her arousal. She couldn't deny the pleasure emanating from her octet of over-sensitive breasts.

"The Mother needs us, Sofie." Colette whispered. "And this is just a hint of the pleasure she offers us in return!"

Sofie groaned as she felt Colette’s tentacles slide through her bosoms, jolts of pleasure coursing through her body. They lifted her outer shirt and spread open her ruined blouse, exposing her rows of jiggling tits to the cool air. Her nipples looked hard enough to cut glass.

"All she needs in return is a small sacrifice of flesh, so we may be made whole with her!"

Sofie felt the slime tingling at her shoulders now. Turning to look she saw Colette’s tentacles there coiling and pulling, and with a sudden shift they pulled her arms clean off! Sofie screamed as Collette tore away her blouse, staring at the smooth patches of skin now capping her truncated limbs mere inches from her shoulders!

"A small price to pay Sofie! A small price for the ultimate-"

Colette’s words were cut off mid-sentence and she suddenly went limp. Her sinuous limbs unraveled from Sofie's body and she fell to the floor with a thump as something clattered on the ground beside her. Sofie spotted the pipe rolling to a stop amidst the tentacles, right next to where her own arms now lay. She looked up to see Lydia across the room, still posed from her perfect throw to save Sofie.

Their eyes locked for a moment as both women realized what this meant. Abandoning her only weapon like that had opened Lydia up against her own opponent, an opponent who wasted no time in taking the advantage. Lydia gave Sofie a smile and mouthed a single word as Nora grabbed her arms from behind.


Sofie stared in shock as the alien head slithered up Lydia's body while Nora held her tight. It wrapped its tendril around the tomboy's neck and whispered something as it pressed its own cheek next to hers. The space between them slowly disappeared as their faces began to merge, not stopping until their foreheads had become one while their noses and lips remained side by side. Lydia's arms went limp as the creature rewired her synapses, but the dark eye that was her's still stared at Sofie, pleading for her to escape. As Nora’s body pressed in from behind and the dark tentacles from her massive pussy wrapped around Lydia, Sofie finally snapped out of it. She couldn't let Lydia's heroic sacrifice go to waste!

With her arms now gone she had no chance of opening the jammed door, but after looking around she found something else that could work. Dashing to the other side of the door, she kicked at a small grate near the floor with her heels. Just as she managed to get it open she heard movement from the floor behind her.

"So- Sofie? What… what's going on? Why do I feel so strange?"

Sofie turned around to find Colette stirring, her sinuous limbs squirming on the floor haphazardly. Had she regained her senses, or was this just another trick to get her to lower her guard?

"Sofie? Don't leave me Sofie!"

"I…" Sofie paused. "I'm sorry Colette."

Suddenly, a red light flashed from above and alarms across the room blared to life. Someone had tripped the emergency switch! Hurrying now, Sofie dropped onto her back and scootched backwards into the small ventilation shaft, just barely squeezing through. At least there was some silver lining to having her arms gone! Sofie pushed herself further into the duct. She had to make it to the escape pod ASAP or she'd be doomed with the rest of the research center.

"Sofie? Sofie! SOFIE!!"

Colette’s voice filled with rage as the possession regained control. Sofie hurried, kicking off her pumps to push herself as fast as she could. Her rows of sensitive breasts squeezed against the duct through her slime-soaked overshirt, making her shudder with every push. She had to keep going! Then something strong and slimy wrapped around her ankles.

"Don't leave us again Sofie! The Mother needs you!!"

Screaming and kicking desperately, Sofie flailed against the tentacles wrapped around her feet. She could feel them inside her pants, slithering up her legs and tightening their grip as they made it all the way up to her hips. They slipped inside her panties and began toying her throbbing pussy. Fuck, why did it have to feel so good?!

Panicking, Sofie pulled with all her might. Then she finally felt something peel away and she slipped free! Only then did Sofie notice the steep incline the duct had taken and she began to slide backwards down the polished steel.

"SOFIE! NOOOOooooooo!" Collette's shouts faded away as Sofie slid faster and faster into darkness. The duct suddenly became wider, sending her spinning as she slid down. She yelled as her shirt flew up and over her face, disorienting her even further as she continued her descent. After what felt like an eternity, the duct finally leveled off and Sofie slowly skidded to a stop.

Relieved, she paused to catch her breath, completely at a loss as to where she was now. Everything had gone dark, then she noticed a faint light blinking in the distance through the fabric of her shirt. Giving up on the ruined garment, she tried to take it off, but that proved to be quite difficult without arms. She tried pushing at the collar with her stubs, but that did little to help. She arched her back, trying to pin the fabric with her head as she wiggled her chin through. That got her partially there, but the collar got stuck in her mouth. She rolled onto her side, trying to pin it against the duct wall as she pushed her feet against the other wall, except… her feet wouldn't respond. In fact, her entire legs had gone numb. Something wasn't right…

Panicking, Sofie thrashed her body back and forth, desperately trying to free her head as she felt the cold touch of the duct against the base of her hips. When the garment finally slipped free, Sofie crunched her belly and stared down at her legs, gasping as her fears were confirmed. Just like her arms, her legs were entirely gone! She wiggled the fleshy nubs that now capped her hips.

Sofie screamed! What had Collette said? 'A small sacrifice of flesh'? That monster hadn't been satisfied with her arms, now it had taken her legs as well! Then she remembered the way it had absorbed Collette, and then Lydia too. This monster, that head that Nora had pulled out of her neck, that Collette had called 'The Mother'... it wanted their bodies! Sofie shuddered, overwhelmed by the realization and remembering the monstrosities Nora and Collette had become. She looked back at her own altered body. Was it trying to do the same to her too?!

She noticed her pants and underwear were gone too, taken along with her legs she assumed. She was completely naked now, except for her bra, but that barely mattered with three other pairs of generous tits hanging out for the world to see.

Sofie began to sob. What was she going to do? She could have gotten by in life without arms, but without legs now too? She was helpless! And all her tits would make her stand out like a circus freak. Tears tapped quietly against the metal floor.

Several minutes later Sofie opened her reddened eyes, reassessing her situation. She looked over her body. No matter how much she cried, it wasn't going to change things. It was what it was and she couldn't change that, but what she could change was what she would do about it. If she learned anything from growing up as an army brat, it was how to adapt and overcome!

She frowned and steeled her resolve, thinking about the sacrifice that had gotten her here. Sure, she might not have limbs anymore, but Lydia had sacrificed her entire body! She wasn't going to let that creature win. She was going to get through this. She had to… for Lydia!

Scooching herself into a sitting position against the wall, she looked again for the flashing light she had seen earlier. She spotted it down at the far end of the duct, the flashing red of another alarm light. That reminded her of Dr. Yvonne. She wasn't alone! If she could just get out of here and find Dr. Yvonne, they could make it out of here together! But she had to hurry if they were going to make it to the escape pod before…

Then Sofie paused. Something wasn't right… She closed her eyes and listened to the muffled alarms in the distance, blaring incessantly. Then she realized the problem wasn't what she heard, but rather what she didn't hear. There hadn't been a single automated announcement to evacuate, like there had been in all the drills! Whoever had set off the alarms hadn't input the self-destruct code. While this was good in that it gave her extra time to get to the escape pod, it also meant that someone had broken protocol. If they had learned anything during the pre-excursion drills, it was that any emergency requiring the alarms always required the self-destruct code! She had to find Yvonne…

Leaning forward, she titty-flopped onto the cold duct floor with a grunt. Pushing with her stumps in unison, she managed to slide her body forward several inches. She repeated the process again, and then again. It was slow going, but it was progress nonetheless!

Sofie bit her lip as her nipples dragged against the smooth metal. The cold had made them stiff, and her building arousal was making matters worse. The change hadn't just multiplied her breasts, but had amplified their sensitivity as well. So much so that she could feel her crotch dampening from the unintentional breast play.

Sofie rolled onto her back for a quick break, taking a deep breath to steady her nerves. It did little to help though, as even the rise and fall of her diaphragm sent ripples of pleasure through her body. Accounting for nearly half of her body mass now, the four pairs of hefty breasts rubbed together no matter how she tried to move. Rolling onto her side she was rewarded with another wave of pleasure, and she began undulating her body to keep it going. Warm trickles oozed from her nethers, goading her onward.

Her brain twisted between horror and pleasure. She was so bizarre and freakish, but it felt so good! She pushed up against a duct wall, squirming as her hypersensitive tits pressed together. She rolled her head back and jerked her hips, bouncing her boobs as best she could. She couldn't stop herself, wiggling her body any way she could to chase that elusive pleasure! She felt so close, so close to cumming from tit-play alone… then a sudden creak caught her ear. Then another, and another!

Not designed for the extra weight and movement, the duct suddenly gave way and Sofie fell into the dark room below!

She bounced off something soft, then slid across the floor until she crashed into something else. Stuff came tumbling down, piling on top of her, and she heard several 'thunks' followed by glugging noises as viscous liquids began pouring down. Sofie sputtered as she was coated liberally by whatever it was. At least it tasted… sweet?

Suddenly, the clank of a bulkhead door rang through the room and the alarms outside grew louder as it was flung open. The lights flipped on and Sofie blinked, trying to clear her eyes as they adjusted to the sudden brightness. A blurry silhouette came rushing toward her, followed by a familiar voice.

"Oh my goodness… Sofie!!"

(To be continued...)


Re: Experiment 0000: Origins - by CZs_Imaginarium

Experiment 0000
Origins - Part 2

"Oh my goodness… Sofie!!"

A pair of delicate hands wiped the mess out of Sofie's eyes and she blinked as the silhouette in front of her came into focus.

"Y- Yvonne!" Sofie gasped. "Holy hell, am I glad to see you!"

"Me too! What… what happened? How did you get in here?"

"It's kind of a long story…" Sofie paused, sputtering as more liquid glugged down from above, covering her hair and face. "Do you mind?"

"Oh, yes!" Yvonne stood and quickly located the oversized jugs of olive oil, honey and chocolate sauce that were emptying onto her hapless colleague below. "Sorry about that."

Yvonne was about to start digging through the pile of pots, pans and boxes when Sofie cringed.

"Wait!" she warned, blushing. "I uh… something happened to me back in the lab."

Yvonne stood up, her emerald eyes growing sad. "I know… I saw what happened to Dr. Lydia on the surveillance cameras."

"Yeah, but that's not all…" Sofie flicked a clump of oil-soaked hair from her face. "I ended up with my own, uh… issues."


"Let's just say I'll need a hand… or two. If you don't mind."

Sofie began wiggling, trying to dislodge herself from the pile of culinary debris as Yvonne jumped in to help. Patches of Sofie started to become visible, but as Yvonne removed a particularly large pot Sofie suddenly slipped down the pile and through Yvonne's legs. She slid to the middle of the oil-soaked floor with a yelp, her eight-breasted, limbless form laid bare. Her face turned as pink as her nipples. "It was the price of freedom…" she sighed.

"Right… I couldn't find you on the cameras after Lydia threw that pipe." Yvonne paused. "I'm so sorry!"

"Me too, but we don't have time to dwell on it right now. We'll have time to mourn later. For now we just need to get off this station before they can find us again."

"Ok. Should I, um…" Yvonne hesitated. "Should we get you cleaned up first?"

Sofie looked down at her body as it gleamed under the fluorescent lights. "Yeah… That's probably a good idea."

Sofie grunted as Yvonne picked her up with surprising ease. Had she always been so strong? Yvonne took a few steps before plunking Sofie into the industrial sink on the other side of the room before turning on the hot water.

"Here, let's get this thing off you."

Before she could protest Yvonne grabbed Sofie's bra straps and pulled off the saturated garment. Sofie blushed as her last remnant of modesty was finally yanked away.

"So, uh… I assume you're the one who set off the alarm?" Sofie asked, cocking her head towards the door at the muffled sounds beyond.

"Yeah, that was me." Yvonne replied, testing the water temperature with her hand. "Once I saw what happened to Lydia, I knew I had to."

"Any response from headquarters?"

"No, not yet…"

Satisfied with the water, Yvonne turned the spray towards her colleague, rinsing away the grime. Sofie moaned as the hot spray massaged her overly-sensitive breasts. It felt so good!

"So, ahhhh-" Sofie sighed. "What, ah… what happened to following protocol?"

"Hmmm?" Yvonne cocked an eyebrow as she pumped dish soap into her hand.

"You hmmmm… you knoooow. The ahhhhhh…" Sofie moaned as Yvonne began working the soap into her skin. "The self… The self-destruct proto-caahhhh-l?"

"Self-destruct?!" Yvonne startled. "I couldn't do that!"

"Mmmmmmmm, nooo?"

"I couldn't!" Yvonne exclaimed. Then she leaned in to whisper. "Not without finding you first, darling. 'Leave no girl behind', am I right?"

Sofie closed her eyes, moaning as the spray rinsed the bubbles on her skin away before moving onto her face and hair. Yvonne had always been one to put the team first… but to break a protocol that had been drilled into them for months?

Then she felt the touch of delicate hands returning to her body. Her doubts melted into bliss as slender fingers danced around her breasts, tweaking her nipples and pulling them into stiff peaks. She moaned as the teasing turned into full-on groping, enjoying the fondling as the spray continued its magic.

It didn't take long before the attention moved south and Sofie bit her lip as the fingers danced their way to her pussy. Still slick with oil, soap and chocolate, her puffy lips offered little resistance as the fingers pushed their way inside. She shivered as her clit became the focal point next, buzzing with pleasure as it was lovingly stroked. Climax came quickly, washing over her and adding to the wetness in her nethers. She groaned, squirming as the fingers continued their conquest, unsatisfied by just the one orgasm.

With Yvonne's thumb still rolling against her clit, Sofie felt the others move deeper inside. One paused at her g-spot, locating it with ease as the rest moved further in. Another orgasm rocked her body as Yvonne's hand began pumping in and out. Sofie's muscular tunnel pulsed as the intruder reached impossibly deep, touching all her most sensitive spots at once! More orgasms rolled through her, each more intense than the last and soon Sofie found herself bouncing to the rhythm as best she could. Her moans were suddenly cut off as Yvonne leaned in for a kiss, her tongue dancing inside Sofie's mouth with incredible flexibility. Sofie returned the kiss, drinking the passion in deeply.

Sofie felt Yvonne's other arm slip around her shoulders, lifting her into a tight embrace as she felt an overwhelming sense of something imminent. It built inside her until she felt couldn't hold off any more. Breaking their kiss, she yelled as the most powerful orgasm yet dominated her senses! Her muscles spasmed and her pussy rippled around Yvonne's hand as it milked it for all it was worth. If she didn't know better, she could have sworn she felt something actually cum inside her, but she was too wrapped up in her own pleasure to really care.

Sofie was almost sad as Yvonne slowly extracted her hand and laid her back down into the sink. Yvonne licked her fingers, eyeing Sofie with a smile. Where had such a conservative girl learned such amazing tricks? Sofie was too awash in her own afterglow to maintain the line of thought.

"Right, now let's get you packed up." Yvonne stated, rinsing off her hands. "We still need to get out of here."

Turning off the faucet, she grabbed a nearby towel and dabbed Sofie clean, eliciting a few more spasms of pleasure.

Too exhausted from the ordeal, Sofie watched as Yvonne found a nearby apron and draped it over her, hiding most of her breasts. Then she found some rope and trundled Sofie up into a neat little package, like something from a local butcher's shop. Sofie looked down at the handiwork. It was essentially shibari with handles! This girl was full of surprises.

"Ok, shall we?" Yvonne smiled as she slipped her arms into the straps and picked Sofie up like a backpack. Sofie squirmed as the ropes bit into all the right places. The bottom of her apron dampened as she felt herself cum once more. She blushed, embarrassed at being so easily stimulated, even after the mind-blowing orgasm from just moments before. How much had her body been altered?

Sofie bit her lip as Yvonne set off, squirming as the wet spot in her apron spread with every step. Hopefully their destination wasn't too far!

It had taken longer than expected, but they finally passed through the bulkhead into the Emergency Control Center. Thankfully they hadn't had any more run-ins with the copycats along the way.

"Sorry about that." Yvonne sighed. "These flashing lights just have me all turned around!"

"Yeah, well giving directions while backwards is hard too." Sofie replied, not wanting to mention her frequent orgasmic distractions along the way.

"And you said the escape boat is in here?"

"Yeah, at least I think it is… The access hatch should be here anyways."

"And it's big enough for us both?"

"Uh, yeah. It was big enough for the whole team. Don't you remember our training at all?"

"Sorry. I'm just so stressed out!" Yvonne dabbed her eyes. "This is all just so crazy!"

The girls then froze as a voice suddenly crackled from the far wall.

"I repeat… This is the USS Danenhower. We've received your distress signal. Is anyone there? Do you copy?"

Yvonne rushed to the intercom with Sofie still bouncing in tow. "Yes! Yes, we're here."

"Glad to hear it! You're lucky we picked up your signal. There's no other vessel within a hundred mile radius. What's your status?"

"Um… we're…" Yvonne paused. "We're actually fine here, thank you! Just a malfunction. We'll take care of it."

"Copy that."

"What?!" Sofie turned her head. "What do you mean 'we're fine'?! I don't know about you, but I'm anything but 'fine'! We need their help!"

"Are you sure about that?" Yvonne replied, shrugging off her living backpack and setting Sofie onto a nearby chair. "Look at yourself. Are you sure you want the military finding you like this? You'd become a lab rat for sure!"

Sofie looked down at her body. Limbless, 8-breasted, and primed to cum at the drop of a hat. Yvonne had a point. But was it worth risking the chance to get help?

"If we can just get out of here ourselves then we can make our own way back, in private. I can find us a place to live and you can stay in hiding! Just think of us living together…" Yvonne wrapped an arm around Sofie's shoulders, walking the other hand up Sofie's torso, "Our little soiree in the sink wouldn't have to be a one-time deal."

Sofie quivered at the memory. That had somehow been the best sex of her life!

"What's your cancellation code?" the speaker suddenly crackled again, breaking the silence. Yvonne hurried to the speaker, then paused. She looked back at Sofie, bewildered. "Cancelation code?"

"Yeah." Sofie replied, smiling. "Let me handle it."

"Thanks, hun." Yvonne smiled back, then wheeled Sofie's chair over to the mic. Sofie cleared her throat as Yvonne depressed the intercom button.

"Danenhower, this is Project Venus. Code: Lambda Omega Sigma Tau. I repeat, LAMBDA OMEGA SIGMA TAU!"

The intercom went silent. The women looked at each other. Then it crackled back to life.

"Copy that Venus. We have a strike team mustered and inbound on your position. Hang in there."

"What the Fuck?! WHAT DID YOU DO?!" Yvonne snarled, punching the speaker. It exploded with a plume of smoke. Sofie smirked.

"Did you really think you were fooling me… copycat?"

Yvonne turned, angrily. "How long have you known?!"

"Well, I had my suspicions right when you found me, after you so blatantly broke the self-destruct protocol that'd been drilled into us. I wasn't sure though and I still needed you to get me here whether you were really Yvonne or not. And then I still wasn't entirely sure until just now, so thanks for confirming it for me!"

Expecting some sort of angry response, Sofie was taken aback when Not-Yvone smiled, then broke out into a chuckle, building slowly all the way into an unhinged laugh!

"So," the mimic replied, undoing her hair. "You've got it all figured out, don't you?

"Yeah, pretty much." Sofie replied, definitely.

"Then explain this to me then…" the mimic continued, stripping off her pants and unbuttoning her blouse. "If I don't need to keep up appearances anymore, what's stopping me from just fucking you silly right here?"

Sofie blushed, staring at the rows of breasts appearing down the other woman's front as her neck started growing longer too. She hadn't really thought this far ahead! The strike team was inbound, but who knew how long it'd take for them to actually get here. In the meantime, it was just her and this mimic!

"It's not too late to give in, you know. Join us, and you'll know pleasure beyond compare!" The mimic continued as more pairs of breasts appeared up her still-growing neck. She pulled off her blouse to reveal her own octet of breasts, though unlike Sofie's, her top four nipples split open to reveal wriggling tendrils capped with drooling, toothy maws! Something seemed to be creeping up her throat as well. As the mass neared the top, the mimic opened her mouth to reveal another thick, vascular tendril, this one topped with a replica of her own head! Mimic-Yvonne leaned in, the smaller head wrapping around Sofie's shoulders.

"And as a token of goodwill, I can even help you out of your little… situation."

With one swift motion, Mimic-Yvonne tore away Sofie's apron and her nipple maws clamped onto Sofie's stumps. Thick masses began pumping through the tendrils and Sofie squirmed as she felt her nubs buzzing. Whatever this creature was doing to her, it was causing her phantom limb syndrome to really flare up! She flailed her stubs uncomfortably, shocked when she noticed the tendrils attached to her stubs shifting as well. This wasn't phantom limb at all, she was actually regrowing her arms and legs!

Sofie squirmed as she felt her limbs taking shape inside the creature's tentacles, the interiors of which felt warm and slimy. Yvonne's moaning made the process even more awkward, as if Sofie's limbs were penetrating a more sensual orifice. Or maybe they were? Sofie didn't know anymore. These creatures were so grotesque, she wouldn't be surprised if her limbs really were taking shape inside the creature's vaginas! She couldn't help but wonder how it must feel…

Her thoughts were interrupted, however, by one final moan from the mimic while her maws detached themselves from Sofie. With a series of muscular ripples, the tendrils regurgitated her limbs, exposing them to the cool cabin air. Sofie felt the prickle of goosebumps appearing as she waved her revived limbs back and forth. They were really back!

With her newfound dexterity, Sofie couldn't resist running her hands across her field of tits. She hadn't had a chance to explore them herself before and she was surprised by how incredibly real they all felt. Then she noticed something odd… The skin tone of her hands didn't quite match her breasts. She followed it up her arms and realized her own pale shoulders and hips contrasted with the slight tan of her limbs. It took a moment before the realization dawned on her. These were…

"My limbs?" The second mimic head grinned, raising her own matching arms. "Of course! Your's were sacrificed to the greater good, but if you join us, there's no need for "your's" or "mine" anymore. They're all a part of "us"! And limbs aren't the only thing we share…"

Sofie stood up calmly, appreciating her new autonomy as she walked closer to the mimic. She took a deep breath, steadied herself, and then swung her hand fast, slapping the mimic's face and sending her reeling backward.

"That's for all my friends you've corrupted. Like hell I'd ever join up with you!" Sofie shouted.

"You fucking bitch!" The mimic yelled back, her expression quickly turning from benevolent to malicious. "And to think I was going to play nice with you. You think that just cause you have hands again you'd be any match for me?!"

As she spoke, the mimic's body began to warp even more. Her arms split apart, bifurcating into separate limbs as more tendrils squirmed between them. Her legs grew taller as well, bending in new ways as digitigrade claws supported her shifting mass. Sofie stumbled back towards her chair at the sight!

"And to think the Mother wanted you with your mind intact." The mimic fumed, closing the gap between them with impressive strides. She jabbed Sofie with a clawed finger, knocking her back into the chair. "I knew we couldn't trust you. I'll do what I should have done before and just fuck you brainless instead. You'll join us one way or another!"

Straddling Sofie's chair, the mimic pressed her body in close, a sinuous tail snaking out from her spine and developing a soft, spaded tip that teased Sofie's pussy.

"Get ready, bitch." The mimic whispered. "I'm gonna to fuck you till your brain melts!"

Suddenly, a strong, melodic voice resounded through the room.


Yvonne leapt away from Sofie in a hurry, landing halfway across the room. A series of heavy thuds and what sounded like moaning came from outside the room, then a trio of limbs thick as tree trunks squeezed their way through the bulkhead door! They looked like they belonged to some gigantic octopus, but instead of suckers along their bottoms, there were rows upon rows of human breasts! The tips looked bizarre as well, with what looked like hybrids of human and serpentine heads adorning them, eyeless and tasting the air with long, forked tongues. Pleasure-filled moans escaped their lips, clearly enjoying their hundreds of tits being mashed and fondled with every move. Sofie couldn't help but blush at their resemblance to her own octet of overly-sensitive mammaries.

These titty-lined tentacles slithered their way into the room, taking up nearly the entire floor before another form finally appeared at the door. Dipping down her head, a woman ducked through the bulkhead, her slender body ending where her hips merged with the sinuous limbs slithering around the room. Aside from the restless, boob-lined tentacles that made up her hair, she actually looked mostly human, though was much larger. Easily twice the size of any human, she could only fit inside the room by splaying out her legs and ducking her head. Then Sofie noticed her face, and she let out a gasp. It was the same face that had merged with Lydia earlier! Sofie could feel the creature's commanding aurora fill the room. There was no doubt about it… This was the Mother!

"Yvonne, I explicitly told you to keep this one's mind intact."

"But… But she betrayed us, Mother! She's not worthy of all the extra effort you've been putting into her!" Mimic-Yvonne protested.

"That's for me to decide, not you." the Mother reprimanded. "You've completed your task, now it's time for you to return."

"Yes, Mother."

Yvonne's clawed toes clicked on the metal floor as she weaved her way through the Mother's moaning tentacles. As she went her changes started to revert back. The second head slid back into her throat and her neck lost its endowments before returning to its original size. Her arms and legs changed back as well, returning to their human state as she took her place in front of the Mother. The mimic crossed her arms and closed eyes, then leaned back into a trust fall.

Sofie's eyes grew wide as she saw a familiar gash open up in the Mother's torso. The vaginal shape opened wide and black tendrils swarmed out, wrapping around mimic-Yvonne's falling body and dragging her inside! In an instant she was gone. The Mother cradled her distended belly as the oversized pussy sealed shut, leaving no trace of it left on her skin.

The swollen mass in her belly didn't stay there for long, however, absorbing into the Mother's body as other changes took place. She closed her eyes and focused, as if guiding the mass inside her, and her other limbs began moaning even louder. They realigned their position at her hips as a new mound appeared and another eyeless head emerged, flicking its tongue as it began to grow longer. Foot after foot extruded from the mound as row after row of perky breasts appeared along its underside. Only then did Sofie notice how the skin tone of the breasts matched the slight tan of her own new limbs perfectly. Not only that, but the other three limbs matched the tones of her other colleagues as well! Nora’s bronzed skin, Collette's freckled pink and Lydia's pale beige. Sofie gawked at the realization of what her coworkers had become!

Satisfied, the Mother leaned forward, lying down on a bed of squirming limbs that filled the room even more now. She had gotten bigger as well, her head almost the size of Sofie's entire torso as she propped herself up on an elbow.

"Mmmmm… That process never ceases to feel glorious. All that wonderful flesh repurposed into something even better!"

Sofie stared back at her, speechless.

"Now, my dear, isn't that something you'd like as well? To let go of all your troubles and join your colleagues in this endless bliss with me?"

"You…You ate all my friends!"

"I did nothing of the sort!" The Mother denied. "I merely reformed them into something new. Something better! They're all still here inside me, enjoying endless, infinite pleasure…"

The Mother paused, letting the harmony of orgasmic moans from her limbs make her point. "Isn't that something you'd want to be a part of?"

"And become your thrall? Another mindless mimic to serve your every beck and call? Hell no!"

"Ah, but it's not that simple, Sofie."


"No, you see I've learned something as I've grown. Your friends, they weren't entirely willing when I merged with them and as a result the process overwhelmed their minds, leaving me with only fragmented thoughts and memories. What Yvonne told you was correct, I need your mind intact. So this time, with you, I need to do it right."

"'Do it right'? What's that supposed to mean?"

"I need you to join me of your own volition!"

"Hah, oh really? Now why the hell would I ever do that?!"

The Mother chuckled.

"Pleasure." she smiled. "That's what you humans always crave, after all, and I can supply it to the highest degree! I'm sure you've had a great orgasm or two in your lifetime, but I can show you sensations you've never even dreamed of!"

The Mother closed her eyes and crossed her hands, holding them over Sofie's head. Sofie could feel a sudden churning deep within her belly. What the hell was going on?

"Yvonne did her job well. I can sense my essence already deep within you!"

Sofie's mind raced back to their soiree in the galley sink… Shit! Yvonne really had shot something inside her! Sofie squirmed in her chair as the churning turned to tingling, and the tingling began to spread as it swirled through her bloodstream.

The sensations then suddenly turned, concentrating down on her nethers. Her labia dampened as she felt something tunneling in her belly, moving towards either side of pussy. Leaning forward, she watched as two small slits appeared beside her vulva. As they grew larger, the skin around them bunched up into soft clefts. She gasped as the sensations died down again and she was left staring at a fresh pair of undeniable pussies, side by side of her original! Her hands drifted across the plush lips situated just beneath her lowest breasts, sending shivers up and down her spine.

Then Sofie bit her lip, donning a look of determination as she pulled her hands away. She wasn't going to let the Mother win like this. All she had to do was hold on a little while longer until help arrived! She stared up at the Mother with a defiant grin.

"It's gonna take more than just a couple pussies to break me!" Sofie retorted.

"Oh, I was counting on that, my dear." The Mother replied with a smile, snapping her fingers.

Sofie's face turned to a look of concern as she felt a warmth suddenly spread from her belly to her back. Turning her head, she gasped as she found little nubs appearing down her back, wiggling as they began to grow! As they got longer they grew thicker as well, soon as thick as her arms at the base and tapering down to slender tips. They squirmed about ceaselessly, entwining with each other as they explored their surroundings. Sofie could feel everything they touched, like six new little arms, yet no matter how hard she focused she couldn't seem to control them!

Soon they were long enough to reach around her body and they began poking the sides of her sensitive breasts. She gripped the sides of her chair, biting her lip as they slithered into her cleavages. Several of them stayed there, coiling around her boobs and toying with her stiffening nipples, while others made their way towards her dampening pussies. They teased her throbbing labia, prodding at the clefts as her swollen clits peeked out. It didn't take long for climax to suddenly overcome her, the simultaneous stimulation becoming too much to handle!

"Mmmm, yes… Give in my dear!" The Mother hummed, pleased with her plaything's progress.

Sofie's eyes snapped open, catching herself mid-orgasm. What was she doing? She couldn't just give in so easily!

With renewed resolve, she grabbed at the tentacles playing with her breasts and began yanking them out of her cleavage. Corralling the squirmy limbs wasn't easy, but she managed to get ahold of them all before moving on to the ones between her thighs. Grabbing these proved to be more difficult however, as the extraction of their slimy lengths from her nethers induced even greater waves of pleasure. Through sheer force of will, Sofie managed to eventually catch them all, looking back up at the mother with a triumphant grin as they wiggled in her grip.

"Bravo, darling." The Mother smiled coyly. "But it would certainly be a pity if something were to happen to those pretty little hands of yours…"

"Wha-?" Sofie started before feeling a renewed tingling concentrate on her hands. Her face blanched as she watched her fingers start merging together, the tentacles in her grip slipping free one by one. Soon her fingers and hands were gone completely, replaced by just another pair of tentacle tips! She could feel the bone structure in her arms melting away as the changes advanced, the devolving limbs flopping awkwardly at her sides as she tried to control the foreign limbs. Then she felt the tingling return…

"No…" Sofie gasped. "Not my feet too!" But all she could do was watch as they too warped into slender tips before the changes advanced up her legs, dooming them to the same fate as her arms.

"Oh, but those were never yours to begin with, my dear." The Mother chimed in. "They were simply a token of goodwill. One which you so spitefully rejected! So I decided to change them to my liking instead."

Sofie groaned, biting her lip as the autonomous tendrils from her back roamed her body freely once more, her own tentacles far too uncoordinated to do anything about them this time, even if she wanted to.

"Ready to give in yet?" The Mother cooed. "This is but a small taste of the pleasures I can provide if you join me!"

Sofie hummed as the soft, squirming, limbs explored her sensitive breasts on their way down her body. But she couldn't give in, even if it felt this good!

"Never…" she moaned, prompting another finger snap from the Mother.

The tingling concentrated on her nethers once more, though it was hard to tell exactly as the tendrils from her back arrived at the same time, filling the area with sensations of an entirely different nature. Sofie let out a moan as they dipped inside her eger clefts, filling her with their wriggling tips. As they caressed her muscular tunnels, she felt herself slip over the edge once more, quivering as orgasm overtook her!

As her muscles spasmed around the squirming intruders, she felt something else slip inside her, but instead of coming from the outside in, this was coming from the inside out! She grunted as it pushed its way through the tight space, shoving the tendril there out of the way as it came. Something was actually coming out of her!

Sofie grimaced as the object pushed its way further down, her muscles instinctively clenching around the cylindrical shape that was causing just as much pleasure as the tendrils, if not more. It soon reached the end of her passage and she felt her lips part around its girth, revealing a thick, vascular shaft! She shivered as it flipped upward, the flared tip of it landing squarely between her bottom breasts. But it didn't stop there… Continuing to push its way out of her, it grew longer by the second, pulsing with its own throbbing need. Several of her tendrils reached for the thing, wrapping around its stiff length as it pushed its way through her cleavage. As its tip advanced towards her flustered face she noticed the tip looked odd. Within the wide, flared head, there was a vertical slit where a urethra hole might have been. Was that… another pussy at the tip of her new cock?!

Sofie breathed heavily as she tried to get a grip on herself, but this time there wasn't any reprieve as the Mother snapped her fingers once more.

Returning to her breasts, the tingling intensified around her nipples, but as the changes began they weren't all quite the same. Seams appeared in the skin across her nipples, some vertical and some horizontal. The vertical seams developed puffy clefts while the horizontal ones plumped up and gained a deep shade of red. Tongues peeked out, eagerly licking the new ruby lipples, while pangs of pleasure announced the appearance of a clit for each of her new nipple-cunts!

Sofie stared in shock at the mouths and pussies now capping her breasts. This was insane! But before she could protest, she heard another finger snap…

Her tongue began to undulate this time, poking out from her lips as it began to grow longer. She struggled to control the lengthening organ, grimacing as it slithered awkwardly across her face.

"Whath didth yoo dthooo?!" Sofie demanded, but received no reply. Once it reached nearly three feet long it finally stopped growing, now draped around her shoulders and squirming uneasily. It had retained its texture and sense of taste, oddly enough, but its tip had tapered down with a small hole at the end.

"And now for the piece de resistance!"

"No, waith!" Sofie blurted, but the Mother cut her off with another snap.

Sofie felt a sudden churning grow deep inside of her, bringing with it a strange sense of fullness. That fullness swelled into a dominant sensation and as she looked down she found her belly had started to get larger! It opened up her cleavage and pressed against her cock as she began to look undeniably gravid…

"Oh, this is one of my favorites. It's so nice to play with humans again!" the Mother beamed. Sofie could only look back, perplexed.

"Your species has it so easy. For mine, eggs are a rare commodity, yet most of yours go to waste! I'm giving you the chance to experience their full potential. So much pleasure to be had when handled properly! But you'll have to chip in too…" she winked.

"Eggthh?!" Sofie's eyes opened wide. She stared at her belly, now easily the size of a soccer ball. She was filling up with eggs?! She didn't want to believe it, but the small round shapes pressing against her taut skin betrayed the truth. And they were still multiplying!

"You can choose to continue to resist." the Mother continued. "But if you do, your eggs might simply accumulate til you're little more than a roly poly egg sac. Or, you can choose to simply give in and let go!"

Sofie stared at her swelling belly, now the size of a basketball beneath her heaving breasts. She didn't want to give in, but she didn't know how much longer she could hold out! Would they really just keep multiplying inside her, or was the Mother bluffing? Either way, she couldn't deny the pleasant sensation of her belly growing fuller by the second. How good would laying them feel?

No, she had to hold off. The strike team must nearly be here!

The Mother sidled in close to Sofie, tracing her cheek with a finger. "You know… I know what you're thinking, my dear."

Sofie paused.

"I may have only received partial intelligence from your friends, but they were all super-smart cookies." she booped Sofie's nose before pulling back again. "I, Miss Sofie, am no dummy! You think that if you can resist me long enough, your other friends from the radio will arrive just in time to save you. But have you considered that if I can capture the world's brightest minds in just a matter of hours, how long would it take me to catch a bunch of horny sailors?"

"Let them come!" she announced, raising her arms. "My only regret is that I will be forced to kill them instead of absorbing their bodies. I can't risk getting too big to fit into that escape boat of yours, now can I? I only have room for one more right now Sofie, and I want that one to be you! And if I have to wait until this other matter is dealt with, then so be it."

Sofie's mind reeled. The Mother was right! She had doomed those seamen the minute she had radioed for help. They wouldn't stand a chance! Sofie looked away… She knew what she had to do!

As the Mother began to busy herself with preparations for their armed guests, Sofie glanced at the control panel across the room. It wasn't far, but was too far for her to reach from there. She was going to need to get closer! Looking at the floor, she realized the Mother's tree-trunk sized limbs were blocking her from wheeling the chair over. She had to figure out another way.

Focusing on her own tentacled limbs, she put all her willpower towards moving them in front of her and was surprised when they actually complied! Readying herself, she balanced on the edge of her chair, but instead of the controlled descent she had hoped for, she hit the cold metal floor with a splat.

Rolling onto her back, she glared at her sinuous limbs. What good was all their muscle if they couldn't even get her off a chair?! Regretting the loss of her bones, Sofie reorganized her limbs as best she could only to realize just how gravid she'd become. She looked like she was ready to pop out a couple overweight twins! She could feel her body getting weighed down with the growing clutch. No wonder her limbs had collapsed, she could barely even move her belly was getting so big! If she was going to have any chance of getting where she needed to go, she was going to have to offload these eggs…

What had the Mother said? Something about 'letting go'? Pausing, Sofie focused her attention inward. She didn't know what muscles to use, she'd never had kids, nevermind laid eggs before! She breathed deeply, trying to let her body know it was time… And then she felt a sudden surge!

She squirmed as things happened inside her. Muscles clenched and the pressure in her belly intensified before dispersing across her body. Sofie shivered as the entirety of her insides felt like they were being fondled all at once. Points of pleasure crept through her body with every clench of her muscles and her pussies quivered in reply. They all ached to be used, filled with something more than her tendrils, and with another surge they were granted their wish!

Sofie's mouths let out a chorus of soft moans as the first pale spheres pushed their way from her nethers, slick and warm from their journey. She pushed again and another pair appeared, hitting their predecessors like soft cue-balls. Sofie was amazed at how good the oviposition felt, and she could tell it wasn't going to be limited to her crotch. With another push, she felt more orbs push their way from her titty-slits as a bulge formed at the base of her cock. She could feel something up her throat as well, and a few pushes later a bulge filled her mouth from inside her tongue!

Before long she was pumping out eggs from nearly every orifice of her body! They spilled from her nipple pussies, covering her front as they bumped against ones surging from her ovipositor-cock and creeping through her long, flexible tongue. Her tendrils caressed her sweaty skin, coaxing the eggs from her slits and pumping her throbbing shaft. Her eyes rolled back from the pleasure as the pile of eggs grew around her. Why had she resisted this?

Then she remembered the strike team en route to her position, and the reason why she had commenced her egg-laying in the first place. The control panel… She had to get to it!

Forcing herself to focus, Sofie flipped back onto her now smaller belly and used her tentacles to pull herself across the room, finally getting used to the unconventional limbs. She shuddered as eggs continued to slip from her body, leaving a slimy trail in her wake. She carefully navigated her way around the Mother's busy tentacles, finally making it to her destination. She reached up with a tentacle, silently typing a code into the number pad, and then yanking down the lever.


"WHAAAAAAT?!" the Mother turned around, enraged. Then she noticed Sofie wasn't where she had left her. "YOU! What did you DO?!"

Sofie just smiled back around her swollen tongue. "Dwown in hell, bit-th."

"NOOOOO!" the Mother roared, rushing towards Sofie as her tentacles shrieked with anger, but the tight space slowed her down considerably. Sofie pushed herself backwards, sliding into the hatch that had opened automatically behind her. She pulled the lever inside to seal the escape pod, but the Mother got there first, gripping the edges of the heavy hatch door and jamming the gears.

"You ungrateful worm!" the Mother yelled. "I give you the greatest pleasures of your life, and this is how you repay me?!"

Sofie roared back, bracing her own tentacles against the door and pushing up with all her might. She was so close, she wasn't going to let the Mother stop her now!

With a final surge of adrenaline, Sofie pushed up with a strength born from desperation and the hatch slammed shut, severing a number of the Mother's fingers in the process. Sofie watched as the appendages flopped about the floor, clawing at her before shriveling down into little black specks.


Sofie rushed back to the controls as the Mother pounded the floor above her, denting the steel. Without a moment to lose, Sofie hit the lever and felt weightless as the pod suddenly went into a free fall!

Time seemed to stand still as Sofie floated in mid-air. For all the times they'd done this in drills, none of it had prepared her for this. She could see the whole team sitting there now, strapped into their seats on the far wall as their hair drifted up from the negative G-force. She was there in the corner, a normal looking human peeking over at her normal looking teammates. Teammates that disappeared one by one. First Nora, and then Collette, then Lydia and finally Yvonne. Sofie stared at her own human body longingly as it too began to disappear. As the memory faded into nothing, Sofie became hyper aware of her current warped form still floating in the air…

The writhing tendrils…
Her tentacled limbs…
The pussies astride her horse-cock ovipositor…
The octet of breasts capped with lips and pussies…
Her long, sinuous, ovipositing tongue…

With a resounding crash, the pod smashed into frigid arctic waters, slamming Sofie to the floor and knocking her out cold.

Sunlight glimmered through the porthole, dancing across Sofie's face. She moaned and turned her head, avoiding the offending light. Her belly churned as she felt her body rising and falling, as if on a ride back at Coney Island. She smiled at the pleasant thought, then noticed her belly churning with something else. Her eyes blinked open and she looked down, finding her stomach swollen to the size of a beach ball! She tried grabbing it, but her tangled tentacles were slow to respond as the memories from the night before came roaring back.

Holy shit, the Mother! The naval strike team! What had happened?!

With a bit of a struggle, she managed to lift herself up and onto a nearby bench where she stared out the porthole. Nothing but waves as far as the eye could see…

Sofie slumped back down onto the bench, holding her head in her tentacles as reality settled in. Had the self-destruct worked? Was the Mother gone? And what about her coworkers?

She looked back out the porthole. Still nothing... No research base. No strike team. No battleship to come to her rescue. She was on her own.

Steeling her resolve, Sofie got down from the bench and made her way to the helm. Hefting herself up into the captain's chair, she pressed a few buttons and flipped a few switches as the pod whirred to life. She gripped the wheel and set her course. She didn't need saving. If she survived an onslaught by the Mother, she could survive anything!

Her belly rumbled and her autonomous tendrils made themselves busy tending to her needs, pulling open her labia as a pair of eggs slipped out. She licked her lips with her pointed tongue while her lipples licked their own. She was going to enjoy herself along the way too!

Dr. Viers walked quickly through the warehouse, his shoes clicking along the metallic floor. He sidestepped a few workers as they busied themselves with moving barrels and crates of materials to the appropriate labs while the scientist had another destination in mind. He reached the end of the hall and pulled out his keycard. Swiping it, the monitor blinked.

"Level 5: Access Granted"

The door hissed as hydraulic locks released and he pushed his way inside.

"Well?" a sultry voice echoed from inside. "Did you find it?"

"I did, right at the coordinates you provided." he replied. "Although the sub took some damage in the process."

"Well, if you want to make an omelet…" Sofie laughed as she came out from the bay she had been working in. The mechanical limbs strapped around her shoulders and hips whirred flawlessly as she walked over, their exposed gears spinning with life. Her additional assets bounced inside her custom blouse and lab coat with objects clearly squirming beneath the fabric. Meanwhile clear tubes guided soft, white spheres into the padded glass container beneath her. "It's a good thing we have plenty of eggs then, eh?"

Dr. Viers couldn't help but crack a smile.

"So, did you find them?"

"Yes. Well, possibly…" Dr. Viers started. He pulled a leather box out from his satchel and held it up, opening it slowly. Inside were five glass orbs, each containing a black, worm-like shape trapped in ice. The one at the end had thawed more than the others and was wiggling inside its tiny prison.

Tentacles shot out, grabbing the box. Sofie held them up closer for inspection, rubbing her chin with another tentacle.

"There was no way of telling which was which. They were all twisted together beneath the rubble."

"Very well." Sofie hummed, deep in thought. "Then we move on to Plan Zeta. Prepare the clones."

"Are you sure that's wise, Dr. Sofie?"

"Look, Dr. Viers. I didn't pluck you out of that mundane research lab to play it safe. You're a brilliant young man and the sooner you learn to take some risks, the sooner you'll really make a difference in this world!" She patted him on the head with a tentacle.

"And how many times do I have to tell you that we can drop the codenames in here, Erik. Please, just call me Freya."

"Ah, yes ma'am… Freya." he replied. "Firing up Plan Zeta!"

As they hurried to their positions, neither of them noticed the worm missing from the last glass orb, or the thin black shape burrowing its way into the base of Freya's neck…