Book 3

The Mayor of the city grunted, as he slipped out of LindaQueenMotherBreeder's tight ass. He quivered in bliss, then gurgled as the transfector cells attacked his DNA. The shapely rumps of eight other Breeders wiggled temptingly before him. Though he had tried his best to pleasure all of them, he was now spent; having spewed into the dark holes more semen in the past hour than his body was capable of producing in any normal month. She stopped sending the sublminal, sub-vocal messages that triggered the male's craving for kinky sex.

She had explained this to her younger spawn; the Mayor was important in the artificial conventions of law and politics that the prey-species was deluded by. To reach the critical threshold of numbers beyond which resistance would be impossible, the Brood needed to be subtle. Transfection was inefficient from the rear orifice, so the Mayor's immune system would resist the transformation, and he would seem to be a human male during daylight hours. But at night...

There was a twisting, popping sound, as the sweat-slicked body of a young, healthy brunette with exceedingly large hips and breasts like full balloons stood, and shrugged off the Mayor's business suit. This spawn knew that she had but a few hours to proliferate and transfect others before she reverted back into the Mayor's male body. But connected as she was to the Brood Overmind, ruled by LinaQueenMotherBreeder, both of their thoughts could be adjusted to benefit the Brood.

The Mayor would assure his citizens that nothing was wrong, and laughingly dismiss concerns about the hundreds of heart-stoppingly gorgeous, promiscuous women that were attempting to seduce every man in sight. And by tomorrow, that number would be in the thousands, and that included this city alone! The Transfected Cocoon-Sisters found that with but a little effort, they could access the memories of the humans they had once been, they remembered how to move and act within this complex society. LindaQueenMotherBreeder had selected spawn with especially wide hips to purchase plane tickets, go to the airport and travel to the most populated area they could, as far away as possible. Whatever happened on one continent, the Brood would continue to birth yet more spawn on others.

Naked, sweaty, with bobbing tits moist with sexual fluids that jiggled like obscene bowling balls, LindaQueenMotherBreeder opened the door to exit the Mayor's office. Greeting her was a thickly rooted, greenish cocoon that dominated a mahogany desk close to the door. The Mayor's primary secretary; pupatating into a fertile member of the Ck'uhntt Brood. LindaQueenMotherBreeder smiled; a human mannerism that she suspected would never quite leave her, though she still felt twinges of shame that she had ever resisted the initial transfection spores that had changed her into Queen of this new Brood.

Whatever business had once occured in this central chamber, it was now obscured by hundreds of feet of hardened, purple tentacles anchoring sickly-green cocoons to the walls. Only a few were transfected humans, the majority were new womb-spawn. Original offspring created only through human semen within a fertile member of the Brood. The vast clusters of throbbing pods quivered as they hung from the walls and ceiling, making navigation difficult. LindaQueenMotherBreeder examined the pods and... yes! Three of them broke open, and naked, voluptuous women seemingly in the prime of ther beauty slithered out, one hand dug deep into their own femalia, gratifying themselves in those long, desperate hours while a Spawn awaited for her maturation.

A short blond with exaggerated breasts thrashed naked upon the ground, frantically masturbating before her racial memory kicked in; and she remembered that there were men with penises that could impregnate her. She rose quickly, eager to begin the hunt. Wonderful, a new womb-spawn, sired from the sperm of one of the Mayor's political advisors who...

SHLUMP Yes! A dark-haired slut with a lanky, slender figure wriggled her way to freedom. That same political advisor had turned out nicely! Their cocoons rapidly evaporated, leaving virtually no physical evidence.

There was a thrash and wobble from a spot near the door, where a dusky-skinned Spawn with brown-streaked, black hair slithered her way to carnal freedom. Formerly a black male security guard; now wanton, female slut for the Brood. The womb-sisters sired from the guard's own sperm had matured quickly, and where clustered close around his own cocoon. The ten of them would emerge within moments; where once had been only a single, beefy male of great virility, after an encounter with one of her own transfected daughters, there were now eleven Breeders, one who had been human, ten others sired from his sperm, soon to hatch.

In the hallway, rows of cocoons similarly impeded vision, but even as she watched, a naked red-head hatched twenty feet away, frantically searching for a male partner. Sadly, this place did not meet the full needs of the Brood. LindaQueenMotherBreeder knew that she would have to return to the Milton Hotel, the wonderful Hotel where her breeding had begun. This place attracted too much attention; while it was necessary to compromise the Mayor, and his staff, their activities would still require more subtlety. Back to the Hotel then, the half-transformed Mayor would remain here, and enough daughter-spawn would pretend to work here, to keep up appearances, transfecting anyone that asked too many questions.

A wriggling monstrosity seemingly composed entirely of over-sized penises shambled past; her oral orifice could turn men into a form also of great use to the Brood; the Seeders had lost human intelligence, but they could produce high-quality semen in copious quantities that defied explanation by human science. Even though LindaQueenMotherBreeder was already pregnant yet again, the Seeder could not help but insert some of its members into her naked ass and give her a congratulatory gout of sperm. It was just as useful there as anywhere; for the Ck'uhntt sisters could become pregnant regardless of the orifice. LindaQueenMotherBreeder paused as her belly swelled with the Mayor's young, and soon the Young of this latest Seeder. In moments, her latest litter of eggs would be birthed, and they too would soon become fertile daughters of the Brood.

Her mood soured as she passed a plump, hispanic cleaning lady trapped by a purple tentacle from the Men's bathroom, that had wrapped itself around her neck, and was squirting retroviral transfection fluids down her throat, and also caught by elongated penises from the Ladies' Room, as Seeders pumped her cunt full of their jizz. Her mighty struggles were in vain, and LindaQueenMotherBreeder frowned, it would take at least seven hours before she would emerge as a fully-fertile Cocoon-Spawn, and she still resisted transfection! She was struggling even now! It offended LindaQueenMotherBreeder deeply. Back to the Hotel then, it would actually make a more suitable base of operations; well... after birthing her latest litter.

The whore grunted, her cunt electrified with orgasm. Not surprisingly, since Sarah had allowed herself to grow out her spine-headed demon tail, and having long ago mastered the female cunt nearly as thoroughly as the male cock, the mortal woman was a helpless captive of the ecstasy that the demoness could bring once she'd penetrated a woman with her hellish appendage.

After several inquiries, several seductions, and by altering her appearance, she'd quickly gained much relevant information about people who might be connected to the alien outburst. Even though the sorceror Victor had summoned her to a metropolis hundreds of miles from her comfortable suburbia, her techniques for information gathering could be used anywhere.

"Bye-bye Stud, I'm so sorry about having to run out like this; make it up to you later!" she assured her husband, Jason over the phone. Trying to to muffle the moaning sounds from the enraptured prostitute being penetrated by Sarah's demon tail. Jason of course, would never recognize the tall, red-headed sex-pot with a demon tail now ravishing another woman, if he could see her.

"Uh-hmm... Okay... I'll miss you muffin." he assured her, using her favorite term of endearment. Hanging up the phone, she continued watching the playback of the taped incident that the whore had recorded. There was a weird, localized static phenomenon localized around the alien slut on the taped images playing through the VCR, unlike anything Sarah had ever seen before. She looked like an incredibly attractive, highly fertile woman who was young enough to be in college, but it was as if the videotape... was rebelling the command to record her image; the technology itself seemed to protest her otherwordly nature. As if there was some hidden madness in the creature's appearance that disrupted the image. Watching for hours, she soon learned all she could. As rapidly as they seem to be breeding, they shouldn't be hard to find.

"Thank you for your cooperation," she said to the whore... er... Jade her name seemed to be. The girl, for her part could do nothing but gurgle in pleasure. After destroying the lives of four other humans this week; Sarah decided to resist her vindictive, evil nature. Jason actually believed that she was a caring, compassionate, woman trying her best to be a good mother to her child. Despite centuries of irredeemable evil and deceit, a part of her wished that she really was that decent woman that her mortal husband believed her to be.

With a pulse of her tail, a potent blend of erototixins seared into Jade's moist twat. She could sense that the young hooker had been jealous of the bodies of the alien breeders, so Sarah's latest dose of poison began to augment her bustline, her energized teats surged forward, invigorated with hellish energies as bouncing, wobbling breast flesh tore through the sky-blue halter top she now wore. Breasts reddening with blood flow, her orbs blasted into the open air, expanding to a comfortable, near-volleyball size that would augment Jade's success in her profession, and yet it might not be wholly impossible to find a bra. The human's legs twitched as her ass plumped, and filled out strongly. The microskirts she wore would fill out like never before with her new rump.

As an afterthought, she pumped her womb full of a rare enzyme that would restrict the aging process, leaving Jade with the face and body of a 20-year old for at least another decade.

Finished, she should have analyzed what she intended to do, there were a thousand reasons to leave this matter to more powerful Lilim, but none of them had a real reason, a personal reason.

Outwardly, all was calm. Phone calls to the 5-star Milton Hotel Resort would be redirected, and misdirected by the calming, female voice on the line. Visitors would be told friendly, plausible lies by the unusually busty receptionist, Smiling cheerfully as her plump cleavage spilled over the top of her navy-blue business dress. Male guests who expressed interest in said cleavage where invited in a backroom to secure 'reservations', and would never be seen again. Although seven hours later, a voluptuous woman would likely emerge clad only in a bathtowel.

The Milton also had extensive golf-courses, and secluded, ancillary cabins for those guests desiring more privacy. It really was a world-class resort. Visitors today might find the wandering squads of towel-clad, unusually busty women to be rather unusual, but then... a place like this might attract the wealthiest of guests with the most extraordinary of predilections. Unusually astute observers would have no explanation for why it was that the young women left no footprints whatsoever when walking through the soft, impressionable sand, nor was there any apparent explanation as to why they carried no trace of that sand, or moisture, or any other substance they traversed. Any such persistent interest would be answered by grinding hips and moist pussies bouncing upon the inquirer's penis. And indeed, the ancillary cabins elsewhere on the resort where each visited in turn, and within 10 hours, a different squad of nearly-naked, unusually attractive women would emerge who had not been seen entering. Each with a strangely intense hunger in their purple eyes... as if they were anxious for some particular satisfaction.

Into this environment, Sarai'erothkok entered, at her full demonic stature, though without hellish anatomy. She was merely a towering paragon of luscious curves clad only in a white bathtowel. A simple color cantrip made her eyes that same, eerie shade of purple. By not addressing the busty, smiling receptionist, she immediately gave the impression that she belonged. And when an elevator opened, filled beyond capacity with jiggling, sleek legged, glistening-skinned, naked and nubile alien breeding sluts, Sarah cast off her own towel, and joined them without comment. Since no normal human woman would be comfortable strutting around naked in such a public place, it did not occur to the creatures that the newcomer was different.

The gorgeous horrors did not turn to each other, acknowledge each other at all, and there was no outward sign of communication, even to supernatural senses. From what she'd been told, Sarah concluded that these beings turned their every effort towards the single goal of copulating with human males to proliferate more of their species. It seemed that anything not directly related to that carnal objective did not merit notice. No discussions about the weather, no interest or concern for their fellows.

If Sarah was worried about attracting the attention of this gang, she became far more anonymous when the dozen or so Breeders she had joined merged with a larger column of naked, female flesh coming from a south hallway. Several hotel rooms were wide open, and purple tentacles extended partway into the hall. No doubt the entire guest population, and the staff had been used to breed thousands of Ck'uhntt. From what she'd seen on the tape, it seemed likely that could infect any human, forcing them to metamorphose into their own kind should they encounter either a female, or someone unusually resistant to seduction. But... how could they produce so many adult individuals so quickly? Where did the... the raw mass come from? Remembering Samantha's explanation, Sarah could only conclude that the aliens were in perverse violation of many laws of this universe.

The Central Hotel Conference chamber was like some sort of obscene, theatrical representation of all the World's lust. The piles of squirming nudity were like indecent sculptures of semi-artistic depravity. The chamber was almost 1,000 feet long, and three-stories high, with balconies for observers on several levels. The alien slut breeders were literally piled in naked heaps of thousands of individuals, packed more tightly than any human audience could tolerate.

Apparently, the Ck'uhntt breeders allowed only masturbation and lesbian sex as their sole diversions from the biological mandate of mating with human males. Thousands upon thousands of bouncing breasts, slurping tongues, and 69'ing couples throbbed and pulsed throughout the chamber. The piled bodies seemed highest towards the end of the room, and any human under these massive mounds would surely suffocate; yet these voluptuous monstrosities did not seem to share that limitation.

Sarah tried not to register any surprise at the white mounds of flaky webbing that adhered to the walls... with massive male penises protruding. The sluts took turns impaling themselves upon these vast members, and it was only during the sex act that they displayed any apparent emotion or reaction. They screeches sounded like some wild animal being strangled, yet it was apparent that they were enjoying themselves.

At the ceiling hung the cocoons that Sarah had seen on the tape. Dozens of pale, sickly green cocoons throbbed amidst purple tentacles. Even now, the breeding did not stop. A cocoon ruptured, and a newly-matured alien slut slithered out, falling upon a naked, writhing pile of her sisters, sliding down near the floor. This one rather closely resembled Paris Hilton, yet with far larger breasts and somewhat longer legs. She spent several minutes masturbating herself vigorously.

A pregnant breeder began making the rounds of the conference center, holding aloft a wriggling abomination that seemed composed entirely of thrashing, prehensile cocks. The sluts postured themselves for impregnation like... like a hostess serving appetizers.

Avoiding the semen-dispensers, Sarah was nearly struck by a careening platinum blond with a perky nose and unusually pert breasts just bursting from her cocoon, as she slid down the bodies of her sisters. The new adult lunged at Sarah, grasped her hips, and thrust her agile tongue deeply into the demoness' cunt. It occured to Sarah that the aliens must be gathered here to... wait for something? Well, until then... when in Rome...

She flipped the slippery, naked slut over, and engulfed her throbbing twat with her mouth. The pair slithered across the others, mutually gratifying each other, because Sarah quickly realized that she could not credibly refuse. And her tongue was awfully good... At that point there was nothing to distinguish the infiltrating demoness from the rest of the slutty mass.

While there was nothing noteworthy to distinguish the naked, achingly-gorgeous beauty that ascended the indecent mountain of nude alien breeders, the odd gurgles and sexual activity immediately ceased when she stood at the head of the chamber. She paused, purple eyes surveying the chamber imperiously, before she finally spoke.

Perhaps speaking is not the term to use. Rather, LindaQueenMotherBreeder went to her knees, arched her back and raised up her naked pelvis, in a pose popular among certain strippers. It started with a pop, followed by a wet slurp. The labia of the alien queen made a series of wet, obscene liquid sounds and it occured to Sarah in a flash that the depraved display was language! The true language of the Ck'uhntt race! Silently, she cast a Tongues spell, her demon magic allowing instant translation of any human language.

"... we are a True Brood of the Ck'uhntt lineage!" she explained in a series of moist, lurid pops. "Our wombs will spawn a legion to create sjhsgjggnfheergg'hgrg'ytyg..." To her puzzlement, Sarah discovered that the mind of these otherdimensional female interlopers were so profoundly alien, that there were certain references and concepts that no sane human mind could hope to grasp!

"j'us'ys'ls's, Our breasts and hips have lured the human prey to impregnate us!" This provoked a reaction from the audience, thousands of labia throbbed, gurgled, and popped, while human throats emitted strangled screams of some emotion approximating pride and cheering.

"Every human in this artificial construct has been assimilated!" More pussy applause. "Many males contributed fresh semen and we have birthed time and time again!" Shrieks, gurgles, and pops of approval. LindaQueenMotherBreeder adjusted her posture somewhat, trying to thrust her naked, vocal vagina higher into the air.

"Your wombs must not rest; truguhuruee'ff'frffg'gyguzswc'dhh'" A string of untranslatable concepts..."For our work in this Universe will be difficult; LindaQueenMotherBreeder holds all knowledge of our every coupling, with each birth, each pupatation, LindaQueenMotherBreeder knows. We must not rest, for this Universe itself is our enemy! This Universe is onerous to our kind! Because of this, LindaQueenMotherBreeder calculates that it will require no less than one calendar month before our Ck'uhntt Brood fully dominates this entire planet." The walls shook. The cries of outrage, with both vocal chords and vocal pussies were simultaneous and furious. The alien sluts beat the ground with their fists. Their rage was palpable. Raised pussies slurped out: "TOO LONG! TOO LONG!" and "FAILURE!!" "UNFAIR! DO NOT ACCEPT!" It was like telling a child that there was no Santa Claus. It was a slap in the face, there was a sense that their very species had somehow been defeated; the prospect of taking as long as an entire month to conquer a planet was a crushing disappointment. LindaQueenMotherBreeder jiggled a boob to signal for silence.

"It is because the natural laws of this Universe suppress our true fertility! The ordered physics of this reality hold back our full fecundity! Ytttuhjsuefncdwe! Which is why we must work ever harder! Do not think to yourself; other Ck'uhntt will breed enough, I need not work so hard! Each sister must spawn as though she were alone and facing extinction! Use every scrap of cunning, and ingenuity you possess to locate human males, and convince them to copulate with you whenever, wherever, as often as possible!" The eerily beautiful females were riveted upon the speaker, purple eyes focused intently. No doubt each one formulating strategies to convince yet more men to screw them quicker and more efficiently.

At their current rate of population growth, it should be easy for them to surpass humanity in even less than a month, Sarah determined. After a point, world domination would occur by default. She imagined a horde of two million of these fanatically promiscuous, alien breeding sluts descending upon some sleepy, midwestern town... like hers! The police, the National Guard could blast away with every bit of ammunition in town, and still not put a dent in their numbers. (That's assuming bullets even hurt them!) They would bury most towns in raw numbers, overpower and ravish every man. Women, or those who for some reason couldn't impregnate them would be infected, and they would grow into Ck'uhntt anyway.

"However... LindaQueenMotherBreeder will do her part as well! Many of your sisters are sisters of the Cocoon, and were once humans." A small percentage of the sluts looked sheepish and embarrassed. "They can serve us greatly! By remembering the ways of this world, LindaQueenMotherBreeder has used their aid to help us infiltrate the Prey-race!" There was a grinding sound, and the squeeking of wheels as a large, rectangular, wooden crate was wheeled into the room by taller, more muscular she-aliens. The crate was popped open to reveal an assortment of scandalous string-bikinis in a variety of colors, and several articles of bedroom negligee.

"Through economic transactions, we have procured these arbitrary textile coverings to satisfy the nudity taboos of the Prey-race. By wearing them, you will be able to move within human society, and not incur the wrath of defenders. Breed rapidly, copulate with all human males! Then find ways to locate yet more males, that you may continue to mate! It is recommended you transfect and breed with the Defenders first, and the Decision-Makers.

"There are far more arbitrary coverings being delivered! Go forth, seduce males, and proliferate! Be persistent, and wily! Always assume there is another virile male who could be induced to impregnate you! If you possess sufficient cunning, there are even ways you can use trickery to convince the males to come to you! To flourish in this Universe, we must be determined!" Vows of determination and dedicated lust erupted from the audience.

With so many... there might have been more than two thousand in this Hotel alone, and in less than a week... A vision of a terrible future flashed before Sarah's eyes. Eventually, the nations of the Earth would realize that they would have to fight these slutty, unwholesome women, but their numbers could grow so large in a few months, that nuclear weapons would be needed, (assuming they would be effective) but a bombardment powerful enough to utterly destroy the Ck'uhntt would also destroy humanity!

If that never happened, then the aliens could outbreed mankind, transforming humans as they went, until civilization collapsed into an orgiastic wasteland of sweat-slicked lesbian sex. She could see New York, London, Paris, Beijing, Moscow, buried under fleshy piles thousands of feet deep, piles of smooth, feminine legs, moist pussies, and jiggling breasts, ad infinitum, forever. And even then, these monsters would still search for ways to increase their number yet more. All human progress would be erased. And Sarah's family would also be erased!

"LindaQueenMotherBreeder shall engage in a new plan, while all True Daughters ceaselessly copulate with human males to conceive yet more young, LindaQueenMotherBreeder will depart for the FrozenSouthland again, in search of an ancient artifact that will empower the Ck'uhntt Brood as never before! With the mystic potency of this artifact... kbuwqltyu..." More references to some event that no human mind could hope to relate to. " We shall overcome the limitations to our reproduction imposed upon us by the ordered physics of this painful Universe! LindaQueenMotherBreeder was an investigator of natural philosophies before she became LindaQueenMotherBreeder, and her cohorts were unwittingly very close to the Phallus of the Ages; a great weapon to grant us sorcerous might to breed with far greater speed!" Shrieks, burbles, and pops of applause. Wait! She'd heard of that from... oooh... Sarah hadn't heard of the Phallus of the Ages since the burning of the Library at Alexandria! Mmmm... Alexander the Great... now he was a good lay... still, the Lilim had thought that the Phallus was lost for all time!

Unsure exactly what she would do there, Sarah still resolved that she would find a way to follow the alien slut queen back to what was no doubt Antarctica. The Ck'uhntt girls, for their part, hastily donned the barely-there micro-bikinis, gauzy stockings and eveningwear, that they might roam the city freely. Once equipped, they hastily departed to scour the Earth for every cock available, all vowing to concoct whatever strategies were necessary to copulate with yet more virile men.

"Lemme guess; soliciting prostitution?" Officer Burt Nichols asked his partner, Curtis Sanders as the latter replaced the car radio tuned to the police frequencies.

"To hear them tell it, the bitches are practically assaulting guys! It's like every two-bit whore in the state is in town!" Curtis replied.

"Well, we're all full! We've gotta dump these bitches back in lock-up before we find anymore." Officer Nichols gestured to the back of the vehicle, known in the vernacular as a 'Paddy Wagon', and they'd been running all day, rounding up gorgeous, half-naked whores propositioning anything with a cock!"

"What the..." Sanders came to a quick stop to avoid hitting a vast stream of similarly attired females pouring out the front doors of the soaring skyscraper which housed the First Fourth International Bank. Most were naked, a few were clad in the pathetic remnants of men's suits, women's bras and underwear. All were knock-down, drop-dead gorgeous. Elegant, refined faces of exquisitely-sculpted feminine grace wore expressions of cold intensity. perky breasts bounced with fertile rhythm as a steady column marched towards several big-rig trailer trucks parked outside the Milton Resort Hotel.

The ill-clad sluts would each be given either a string bikini, or a flimsy piece of lingerie that they would don hastily, and after that each girl would disperse, sometimes tackling random men on the street and attempting to cajole them with ripe boobs and swaying hips into sex right here in public, in broad daylight.

Burt Nichols got out of the vehicle, to try and find some way of dispersing the procession. They'd already gotten reports of more traffic accidents today than all of last month from men gawking at the unlikely parade of flesh pouring through the Upper West Side.

"This... this just has to stop..." Nichols protested, not knowing what else to say. He removed his hat and unconsciously unbuttoned the top of his black uniform, his broad chest stretching its ample muscles. His fierce gaze surveyed the indecent spectacle, sharp blue eyes boring into them from below his brown crew-cut, his broad and thick moustache twitching. He rubbed his proud, stubbled chin as he contemplated a resolution to this situation.

And yet... Nichols had to lock his thoughts in place, focusing on... on anything except boob, and legs, and feminine ass took all his concentration. Despite the overt oddity of today's events, there was also a deeper... wrongness. He... his thoughts... it was like these sluts were getting into his mind; flashes of every sexual fantasy he'd ever had came rushing back to life. He shook his head to dispel the lurid images.

"What the Hell?! It's like a World-wide Pornstar convention!" remarked Officer Sanders from the window. Indeed, each of these beauties could have become the star attraction in any such adult product being made today. Though there were variations in overall appearance, each girl looked as though she'd just emerged after 5 hours in a world-class beauty salon. And yet... Sanders noted that they were almost all... soaking wet? The vast majority displayed gleaming skin bright with... water... oil? Maybe this was some meeting of a global mud-wrestling federation?

But it only got worse; Officer Nichols tightened his muscles as he tried to concentrate, but the images... the messages only grew more intense. Every wet dream in his life came back to him... and he started to forget... to forget that he was a cop... forget that this was wrong... impossible... weird...