Nightmare Witch, Dr. Pervo and Omega Woman

in:

Something to be Thankful For

by corvus888@outlook.com

Nightmare Witch, Omega Woman and Dr. Pervo are property of Mr. X

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It was the start of another Holiday Season as Thanksgiving dawned in Delta City and across the city everyone was in a cheerful mood. From every house came the laughter of friends and families coming together to enjoy the traditional feast and above them the city's many brave superheroines patrolled the many sectors of the city left empty by the Holiday celebrations to watch out for gatherings of a different kind. And it was in the city’s notorious warehouse district, now empty of all it’s usual workers because of the holiday, that a very different coming together of that very kind was happening…

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Omega Woman dived as an empty shipping container hurtled towards her across the empty railyard. Seeing a thick tentacle zipping behind it she spun up and away from it and then pulled back up into a standing position to appraise the situation. Below her, spreading out from the remains of the shipping container it had suddenly exploded out of, was an enormous tentacle beast. At its center was a large muscular orb of purple tissue with a single large glowing eye and a large circular maw of razor sharp teeth.

Better make sure I stay clear of those, teeth that sharp could draw blood from even my super skin.

The teeth weren’t her main concern though. She hadn’t expected trouble when she made her routine fly-over of the rail yard but it wasn’t her first time encountering a creature like this and if her prior experience had taught her anything about them it was that the real threat were its tentacles, and this one had them to spare with dozens of them surrounding its central orb in a halo of twitching muscular strands. Most of them were the classic octopus type grabbers with strong muscles and small sucker like extrusions, but she noticed a dozen others still curled up near the center of the mass which ended in sheathed bundles that contained who-knew-what-kind-of weapons.

Better to end this before I have to find out, she mused.

She snapped back to attention as the maw emitted a mighty roar and the tentacles sent a large crate hurtling towards her. Speeding towards it she smashed it with her outstretched fist and dived away from the creature’s grasping tendrils, careful to keep her distance as she considered a plan of attack.

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Unbeknownst to Omega Woman her battle with the creature was being recorded by over a dozen hidden cameras throughout the yard, all of which fed to a bank of monitors in a nearby warehouse where Dr. Pervo watched the confrontation with annoyance.

“Come on, how can you be so slow with all those tentacles!?!?” he shouted at the monitor.

He flopped down in his chair and sulked. The creature was a new kind of mutoid Dragon Queen had commissioned from him and for which she had paid a handsome sum. The deadline for delivery was drawing near and the last thing he wanted to do was disappoint her and have to put up with waves of her Ninjas trying to break into his hideout to avenge their Queen’s honor. The creature itself met all of the stated specifications but Dragon Queen had insisted that he not only deliver the creature but also have it copulate with some of the city’s famed superheroines and deliver some of the resulting spawn as well, providing Dragon Queen with material for her own experiments and field-testing the new creature at the same time.

He winced as Omega Woman kept her distance in the air and avoided another grasping wave of tentacles “Come on you bimbo, stop dodging him, I needed you on your back making babies an hour ago.”

This is why I hate the holidays, he thought to himself, whether its a dry turkey dinner with family who disrespect me or snooty heroines getting one over on me, I always end up getting dumped on. Seriously, thanks a lot world. Why can't they all be like Halloween?

Frustrated, he turned towards the computer panel and spoke aloud.

“Computer, are the remote cameras detecting any other heroines around here tonight, maybe some who CAN’T fly?”

The clear digital voice of his personal AI responded.

“Negative. It appears all other Aphrodite prospects are patrolling other parts of the city, there are no others in this zo…..”

The voice cut off and suddenly red lights started flashing on the panel.

“WARNING! WARNING! Unknown energy signature detected! Possible magic use inside this compound!”

There was a loud bang and Pervo turned to see a puff of smoke erupt from the floor of the control room behind him. He dived behind his chair, his mind racing.

Damn it, did Omega Woman call in Hexanna or something? I would have sworn she was alone! Damn magic users…

The smoke began to clear and he heard a familiar, sultry voice cackling.

“Happy Holidays Dearey! Did I catch you at a bad time?”

He stood up meekly from behind the chair.

“Nightmare Witch! How many times do I have to tell you to just use the door? You can’t just barge into…”

The words caught in his throat as the smoke cleared and Nightmare Witch stepped into view.

Holy Shit, that's one hell of a new costume...are those panties and bra.. see-through?!?I? This new body has made her just like the other Aphrodites, showing off everything she’s got…

He recovered himself and restarted.

“Actually you know what, as long as you’re dressed like that you can pop in however you like. What can I do for you?”

She smirked and walked towards the monitor bank, talking as she went.

“I’m in need of your technical expertise. I was putting together a little trap for Americana and her ditzy little sidekick on the other side of town tonight and it appears one of the mechanisms on an inseminator I purchased from you is malfunctioning.”

She reached the bank and paused to look at one of the monitors showing the ongoing battle between Omega Woman and the tentacle creature. Her eye still on the monitor she resumed her speech.

Pervo barely heard her, having followed her with his eyes as she crossed the room, and when she turned to look at the monitor he took advantage of the opportunity to ogle her barely covered body.

God, those tits and that ass... I'd like to see that inseminator used on her...

Seemingly oblivious to Pervo's stare, Nightmare Witch continued.

“ ...and you’re usually so good at providing me with reliable equipment Dearey and its a very good trap if I do say so myself, so I was hoping you could make a repair call.”

She turned back towards him.

“And my eyes are up here dear.”

He quickly shifted his glance to look at her face.

“Oh, yeah, sorry. Uh, yeah I’d love to fix that for you. It’s just, I’m actually bogged down in a major problem of my own right now as you can see.”

He motioned towards the enormous purple creature and the red uniformed heroine darting around it on the monitors and continued.

“I promised Dragon Queen this creature’s spawn but it can’t seem to catch Omega Woman to mate with her…”

Nightmare Witch fluttered her eyelids in annoyance.

“A simple tentacle beast? And you didn’t ambush her? No surprise it didn't work then. Listen, you should just give up and come take care of my problem. I'm on a very tight schedule...”

Pervo swallowed then stuttered.

“W-well, I.. I wish I could but she paid me a great deal and.. and there’s a deadline. And its so close too, if I can just get Omega Woman within 15 feet of its center it’s secret weapon will definitely take her out and then it can handle the rest…”

Nightmare Witch snapped her fingers in impatience, cutting him off.

“Very well, so you just need someone to go out there and lure her close enough to your beast? Fine, done. I’ll take care of it and then you’ll immediately come with me and fix that machine."

She walked towards the door, ignoring his stuttering protests. Before she could leave he quickly grabbed a small rectangular metal module off the desk and held it out to her.

“You’ll need this!!!! Its the control fob for the implants in the creatures brain. As long as you hold it the creature won’t attack you and will even follow your basic commands. Just make sure you’re not within the radius of...”

Nightmare Witch cut him off with an irritated lunge, snapping the the small device from his hand and slipping it into her glove. With a condescending sigh she then turned to go.

“Darling please, I’m a Witch. Such worries are beneath me.”

She gave him a wink and then with a wave of her hand she disappeared into another cloud of smoke.

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Back in the air above the rail-yard clearing, Omega Woman dodged another tentacle and began to size up an attack plan.

Maybe, if I can dive behind that pile of shipping containers I can knock them over on top of it and then...

Suddenly a bolt of mystical energy shot past her, just missing her head and bringing her train of thought to a screeching halt.

“Surprise Deary! Looks like you’re not the only one aloft tonight!”

Omega Woman spun to see Nightmare Witch floating in the air above the opposite side of the yard, her body shrouded in the bluish aura of a levitation spell. The Witch cackled again.

“The game looked a little one sided, so I thought I’d join the fun”.

She punctuated the sentence by stretched out her arm and with a flash another bolt went flying across the sky. Unprepared for the sudden strike, Omega Woman was unable to dodge and the bolt struck her squarely in the pelvis. Grunting with the impact, she spun backwards. The bolt did little real damage however and she quickly came back upright.

“Curse you Nightmare Witch! This is all your doing isn’t it?”

Nightmare Witch smiled and turning onto her side in a mocking recline began to lazily float towards the ground.

“And what if it is Deary? What are you going to do about it?”

Omega Woman leapt forward through the air.

“I’ll start by knocking that smile off your face!”

Nightmare Witch laughed and carefully shifted to the side, dodging Omega’s charge. Quick as she could Omega came back around again and once more the Witch moved deftly aside just in time. The pattern continued, with the two heroines bobbing and weaving, Nightmare Witch baiting and Omega Women desperately trying to land a punch. Below them, the creature watched the two women as they slowly descended, its tentacles twitching as it struggled with the urge to attack and its imperative not to risk the holder of the control box that it detected on Nightmare Witch's body.

Meanwhile in the air, Nightmare Witch begin to mix up her maneuvers, lazily throwing a few more energy bolts and weaving erratically. She giggled as she watched Omega spin and roll around in the air, dodging the blasts and trying even more valiantly to close and attack. Nightmare Witch giggled.

They’re not the real threat fool and neither am I really... just keep your eyes on me and keep following...

Finally, Nightmare Witch threw one last bolt at Omega Woman and then suddenly with a loud screech began to fall backwards, plummeted towards the ground as the blue aura of her spell faded. Omega Woman watched her fall and sped after her, fist drawn back and a look of anticipation in her eyes.

Her spell must have run its course! This is my chance for a knockout!

She raced through the air and soon she was so close she thought she could see the look of despair in her foe's red eyes. Suddenly, the Witch looked up at the oncoming Omega and smiled. Right before Omega Woman’s fist was about to make contact with her the blue aura of her spell flared back to life and she soared upwards, hurtling upwards as Omega Woman shot past underneath her.

“Haha, gotcha Deary!”

Cackling in triumph, Nightmare Witch spun over and dived, tackling Omega and pushing her down towards the creature.

“NOW!” she screamed “use your secret weapon beast!”

The creature froze for a second, contradictory imperatives warring, before finally the compulsion to obey the box’s wearer drove it to action. Several of the sheathed tentacles around its eye begin to extend and their ends opened like blooming flowers. With a loud hiss plumes of purplish gas began to issue forth, engulfing the two oncoming heroines.

What is this?!? Omega woman coughed as the gas filled her lungs and instinctively kicked Nightmare Witch away from her. The Witch laughed and rolled away into the air. Still coughing and trying to see through the smoke, Omega Woman desperately braked and barely managed to land on her feet, the velocity bringing her to a crouch as the pavement cracked beneath her feet. The smoke quickly cleared and as she looked up to get her bearings she was startled to see the glowing eye of the creature directly before her. She staggered back, arms raised and preparing to dodge. But no attacks came.

Why isn’t it attacking? What is this gas? It seems familiar but..

Suddenly, she felt a warmth spreading from her crotch. Perplexed, she looked down and was startled to see her nipples had hardened and were were poking through her top. Small dark spots appeared in the red fabric as drops of milk began to leak.

Oh no, its this again… I have to..

She moaned as the warmth began to spread from her breasts as well. Unable to control herself, she placed one of her gloved hands between her legs and with the other begin to pinch one of her leaking nipples through the cloth of her top. She bit her lip in pleasure as tinges of pain and satisfaction rippled through her.

I have to.. I have to…

She slipped her hand underneath her panties and drove three of her fingers into her wet vagina. Immediately it was if a bolt of lightning had arced through her and she bent over, crying out in shock.

I have to FUCK.

She looked into the massive eye of the creature and watched as the rest of the sheathed tentacles began to extend and reveal penis and sucker like appendages.

It’s going to fuck me, and milk me, and mate with me…

She stood frozen for a minute, the last vestiges of her self control fighting the gas.

Have to flee...

Have to surrender..

Must fight..

Must fuck..

I'll be crushed under its tentacles...

I'll be covered in its sperm...

Her arms dropped to her sides. Straightening, she took a single step towards the creature.

Immediately, tentacles shot out and wrapped around her arms and thighs and she gave no resistance as the tentacles proceeded to lift her several inches above the ground and stretch out her limbs. More tentacles shot out and dived through the openings of her clothing, coiling underneath the costume and writhing against her skin as she watched. Suddenly there was a loud tearing noise as a tentacle nestled between her breasts pulled forward, ripping her top open and spilling her breasts into the sunlight. The pale jugs jiggled in the light and the pink nipples bobbed from side to side between the shreds of red fabric still framing her chest. Immediately, other tentacles looped through her sleeves and tore the rest off the garment off, leaving her topless. Another pair of tentacles, these with large suckers on the ends, quickly affixed themselves on the now liberated mounds and began to suck. Omega Woman couldn’t help but cry out in delight, the noise mixing with the creatures wet sucking noises as she felt the milky bounty flow out of her.

“YESSSS” she moaned, “soooo Goood”.

She bit her lip again as the pleasure radiating out from her chest seemed to meet and intensify the burning in her crotch. She crossed her legs and squirmed against the tentacles as drops of nectar began to edge out from around her red panties. Another pair of tentacles quickly shot out and looped through wet garment and with a swift tug they were torn from her body, revealing her blond, carefully groomed mound. Omega Woman felt the cold winter air blowing through her pubic hair and her breathing quickened as she felt the tentacles carefully rotating her body, turning her so it could examine her curvaceous rear. Her mouth watering with anticipation she turned her neck as far as she could, desperate to see behind her as the creature arched her back and lifted her ass towards its enormous eye. As she strained her neck to maintain her view, another tentacle, this one with a penis like head, shot forth and entered her mouth. Turning her head back forward, it began to pump in and out of her helpless jaw.

Omega Woman stared off into space, offering no resistance as the penoid drove deep into her throat and the suckers continued to empty her forward thrust breasts. Indeed, as the penis drove deeper and deeper she began to caress it with her tongue and constricted her throat muscles to massage it towards orgasm. Meanwhile, her shapely ass begin to twitch, the white, firm and rounded buttocks wiggling suggestively as her subconscious, aphrodite mind desperately tried to incite the creature to penetrate her. Finally, the penoid came, filling her throat and causing a gusher of sperm to erupt from her wide-stretched mouth. Slowly, it extracted itself, stopping briefly to ejaculate one last stream of cum onto her face. Omega Woman greedily swallowed all the sperm that she could, savoring its sweet-tinged saltiness as the remaining semen dripped down her chin.

Please, not just my face, cover all of me with it...

To her disappointment the penoid drew back behind her, and joined by another tentacle of the same kind, began to rub up and down her labia and anus. Omega Woman shivered both from the cold air and with the anticipation of penetration, her nirvana-addled mind consumed with lust.

“Please.” she whispered, still swallowing and trying to avoid choking on the copious semen still flowing down her throat. She looked back over her shoulder again, a look of desperate desire on her face. “Please fuck me.”

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Pervo clapped his hands in almost unbelieving delight. He had heard on the DeltaVillainsPro list that the Nirvana gas could be astoundingly effective on Aphrodites but he couldn’t believe how fast Omega Woman had gone from being a prideful heroine bent on kicking the monster’s ass to being a cum-covered mare-in-heat begging it to fuck her silly.

He quickly made sure the cameras were set to record, he hated to leave during the fun part but he had made a promise to Nightmare Witch and he didn’t want to miss a minute of what happened.

Hell, he thought to himself, considering what I have waiting for me I’ll probably just set her up a new one and run on back here. Technically he knew there was plenty of time, the creature synthesized the gas naturally and could use it repeatedly, plus its cum (which pervo had resequenced from Dragon Queen's inseminoids) was fortified with key nutrients Aphrodite bodies used to regenerate themselves. As a result, one heroine was all he needed to breed the full contract amount and the show could easily go on for hours.

He licked his lips.

Hours.. or even longer in the cases of well developed aphrodite MILFs like Omega Woman or Americana. Well, plenty to watch then and its best we get this repair done so we stay on Nightmare Witch's good side.

He sighed and started flipping through the camera feeds.

Ok, we just need to find where Nightmare Witch has gone so we can meet up and get going. The faster I get back to watch Omega Woman get turned into a baby factory the better.

He frowned as he reviewed the perimeter cams and saw no sign of the Witch. He tried the roof cams. Nothing.

Huh, is she still be out there on the rail yard?

He switched to the yard cams and sure enough he was able to make out Nightmare Witch’s form standing stock still in the long afternoon shadows just a few yards from where the creature had suspended Omega Woman in the air.

Well come on Witchy, I thought you had a tight schedule tonight, why are you still…

As he zoomed in on her shadowy profile he realized she was looking directly at Omega Woman’s tentacle-covered form. He suddenly realized her enormous breasts were also hanging free, their prominent shadows swaying in the wind.

Wow I didn’t know Nightmare WItch was interested in women that way… unless..

“Computer, perform an image analysis of the fight a few minutes ago, did Nightmare Witch also pass through the Nirvana gas cloud?”

The system processed for a few moments before beeping.

“Affirmative.”

Pervo sat back in his chair, stunned.

Hooooooo, boy….

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After being kicked away from Omega Woman, Nightmare Witch had made a quick roll and landed solidly on her feet, the magic of her levitation spell absorbing the impact of her fll. Coughing, she brought her hand up to her mouth.

What the hell did you fill this thing with Pervo?

She coughed a few times more and considered casting a spell to clear her lungs, but then the the gas suddenly seemed to become less noxious and even pleasant. Mystified by the sudden change but not wanting to question good fortune Nightmare Witch spared it not a thought and began to look around for her foe. As her gaze turned back towards the creature, she saw Omega Woman standing un-guarded in front of it and instinctively reared back her arm, preparing to throw a spell. However, as her arm came back her enormous breasts naturally shifted in her thin bra, causing the the thick, dark nipples to rub against the fabric. Unexpectedly, this simple motion caused a wave of pleasure to radiate out from her Areola, shocking Nightmare witch into stillness and causing her heart to skip a beat.

What is this feeling, why do my tits feel so...

A fogginess began to creep into her mind. She looked down at her breasts and saw that her nipples were fully erect, almost ripping through the sheer fabric with their hardness. She reached down and gingerly touched one. The contact caused more feelings of pleasure to emanate outward, causing her to sigh and shiver. Her mind clouded even more and her logical thoughts begin to slip away as a different part of her mind, an Aphrodite portion she had been keeping barely subdued, was empowered by the gas and began to take control.

What is.. this gas.. why… I want to…

Slowly, as if in a daze, she reached behind her neck and untied the cords of the bikini sling that framed her bra and panties, letting them untangle and fall across her chest. Her breasts jiggled in her bra as they were freed of the restricting cords. The motion caused her breath to quicken and the sudden sense of urgency in her mind to quicken. She reached behind her back to unclasp her bra.

Must free them… touch them…

Being but a mere strap of embroidered cloth the bra immediately fell to the ground when its clasp was undone and Nightmare Witch’s enormous breasts sprang free jiggling in the sunlight. She stood there motionless for several minutes, closing her eyes and savoring the the gentle swaying of her enormous udders as the cold winter wind blew over her body. Feeling a tingling sensation start to build in the great mounds she reached up with her hands and grasped them firmly, squeezing them, kneading them with her palms and savoring the soft heaviness of them.

If anyone had asked, I would have told them I took Americana’s body because it was the least affected by outside energies like the Omega Force or the GOT Emerald.... or maybe that she was simply the most convenient target...

She gently braced her extended nipples between her fingers and and then squeezed. Electricity seemed to shoot through her breasts and into her sternum as two streams of milk jetted out into the night air. Nightmare Witch gave a short cry of pleasure.

It was these. I wanted these. These tits. The legendary Americana milk-jugs.. I was always so jealous of that big-titted bimbos.. all those bimbos

She squeezed again sending another pair of milky jets squirting forth and another wave of pleasure through her body.

Yes, I wanted to *be* those bimbos, wanted to be fertile and alive like them.. to be.. to do…

She released the milk-spewing mounds from her hands and wrapped her arms across her chest in front of her. She then used them to lift both of the enormous orbs to her face. She gently licked one of her areolas, hesitated, and then put the milk covered nipple in her mouth and sucked.

oooohhhh… I wanted to taste this, to be this.. to milk….

She repeated the process, enjoying the milk of her other tit for this time. After savoring taste of the creamy milk flowing down her throat, she fiercely hugged the treasured breasts against her body. Milk to sprayed from both, covering her face. She smiled rapturously as the drops ran down her face.

I was so jealous, I almost didn't want to be Nightmare Witch anymore..

She spread out her arms, allowing the enormous tits to drop and slap down against her chest. After watching them jiggle and quake, she once more encompassed the enormous globes with her hands.

I wanted.. to milk.. to be... the Milk Witch?... oh gods I must MILK!

She squeezed with all her might and great gushers of milk sprayed forth from her nipples. She squeezed again and again and the milk continued to shower out into the winter air, tiny rainbows forming in the sunlight. Nightmare Witch’s breath came heavier with each squeeze and soon she was panting. Finally, the ground around her spotted with puddles of milk from her fierce eruptions, she stopped and stared into the night, panting as felt the milk dribbling over her hands and down her belly. She considered the plentiful quantity of precious milk still left in her enormous breasts.

So much! And it feels do good!.. But this doesn't feel quite right...

but then realized a new warmth had begun to spread from her crotch and into her womb.

I'm becoming so wet.. my body craves much more...

She stared through the night and her cloudy vision seemed to clear and focus tunnel-like on where Omega Woman now hung suspended by the creature’s tentacles, begging to be fucked, semen dripping down her chin and milk still flowing from her drooping breasts into the creatures greedy suckers.

The Witch eye’s focused on the semen as it dripped, drop by drop into the air. They then lowered and she licked her lips as she watched the suckers pulsing against the blond woman's deflating breasts...

She took a tentative step forward. Her hands reached down, seemingly of their own accord and pushed the sling, still clinging to her waist and thighs, down her legs. A quick shake of her ass left it pooled on the ground and Nightmare Witch strode forward with only her thin black panties now covering her sex.

She watched the tentacles fluttering around Omega Woman’s arched back.

The penises…

The seed...

The suckers…

Everything my body craves….

The warmth in her womb grew, her thin panties became moist and the few inhibitions she had left started to melt away.

She continued her stride and stopped directly before the suspended Omega Woman. She reached with her left hand and cupped the heroine’s cheek, gently turning her head forward to face her. Confused and delirious the heroine looked into Nightmare Witch’s inscrutable face.

“What are you? Why…”

Without saying a word, Nightmare Witch kissed Omega Woman greedily. Her tongue found Omega’s and they fluttered together, Nightmare Witch’s seeming to lick every drop of semen off of Omega’s throat. Pulling out, the Witch’s rolled her tongue around Omega’s lips, lapping up the cum dribbled there. The Witch then licked her own lips, savoring the secondhand cum, Omega Woman, eyes wide, could only stare and pant, her nirvana -addled mind desperate to understand what was happening.

“W-Why?” she repeated.

Nightmare Witch looked her in the eye.

“The creature...”

“Y-Yes?”

“It's going to fuck us.”

Omega Woman’s breath quickened.

“Y-Yes?”

“It's going to seed us, fill our bellies with its spawn.”

Omega could feel the heat intensifying in her vagina.

“Yes….”

“Both of us, together.”

She kissed Omega again. Their eyes met and Omega Woman could see that the Nirvana Gas had affected Nightmare Witch as well causing her sanity to crumble.

Both of us, both our pussies, slaves to the lusts of the creature, each other.. and those breasts, just like Americana's I so want to suck them....

The thought of her friend and ally Americana caused a brief twinge of her own senses to return and Omega Woman snapped her head back, breaking off the kiss.

“N-No.. You crazy, evil witch, I won’t do this with you, we-we’re enemies… we..”

Nightmare witch smiled, and lifting her milk dripping tit with her right hand forced the engorged nipple into Omega Woman’s mouth. Unable to fight her urges, Omega Woman greedily sucked on the nipple, her hazy gaze turning upwards to lock with Nightmare Witch’s as she suckled.

The Witch cooed.

“Yes, drink from me, drink from the Milk Witch like a good girl."

The Witch closed her eyes, enjoying the sensation of nursing.

No, its not enough...

She opened them again and her gaze flicked below Omega's face. Swiftly, she reached down and pulled on one of the tentacle suckers on Omega Woman's chest until it came off with an audible pop and a spray of milk, leaving Omega Woman's drained tit swinging in the air. Gingerly, she then carefully placed it on her left breast and moaned as she felt the creature's suction resume and milk poured forth from the udder. She pursed her lips, savoring the feeling as the milk flowed from both her tits and her panties continued to moisten. She then continued.

"We're not heroines and villaans anymore my dear. Now we are this creature’s cum-slaves, its mates, aphrodite sisters who will fill the night with our screams of pleasure as we take its seed, servicing it and each other until we go mad.”

The Witch closed her eyes, letting the words sink into Omega Woman's mind and enjoying the sensations radiating from her chest.

Finally she opened them again and looked over Omega’s head into the creature’s eye.

“Enter her ass. Now.”

One of the penoids immediately reared back and drove into Omega Woman’s anus. The woman's body shuddered as her muscles seized up from the sudden invasion and her mouth came off the nipple, milk showering her face as Nightmare Witch’s breast flopped loose. The Witch smiled and stepped away as the violated blonde bucked in he air. She briefly stopped to watch the penoid driving again and again in Omega Woman's tight asshole, gently running one of her fingers down the nape of Omega Woman's arched back and the curve of her ripe buttocks. Unsure of her intent the creature unlatched its sucker from her tit and stared at her.

At last, my turn. This is what I need.

She turned towards the creature and looked into its enormous, baleful eye. With one arm she reached down and in one swift move ripped the flimsy, nectar-soaked panties from around her waist. She reached both arms out to the creature, the panties between her fingers fluttering in the wind.

“Take me” she croaked, then huskily repeated “enter me, use me”

The creature stared, confused, its imperatives mixed.

“Me too, like her” Nightmare witch repeated the command again. Her fingers released the nectar soaked fabric and it fluttered into the wind, the scent of her juices filling the air. Satisfied by the unequivocal command and drawn to her mating scent, the creaturely eagerly stretched out its tentacles. Gently, they wrapped around her biceps, encircled her firm thighs and after drifting cross her shapely buttocks looped around her waist, lifting her into the air. More tentacles rubbed against her body and as she tipped forward and and thrust out her tits a pair of them encircled the impressive udders and began to gently squeeze, sending small gushers of milk spraying forth.

Curious about its new mate, one of the penoids joined the tentacles enveloping her and began begin to trace the curve of her arching spine. Dribbling cum as it went, it followed the nape of her back and lingered over her large round buttocks, splattering them with its thick semen. Enjoying the feeling of the thick fluid dripping over her back and flowing into the valleys of her ass crack and anus, Nightmare Witch arched her back further and curled her toes. Sensing her desire, the penoid showered more cum on her buttocks and the tentacles lifted her ass into the air so that she now hung just like her blonde counterpart, doggy style and inviting penetration. Purring in contentment she gently shook her ass to send more cum dribbling across her thighs.

Excited by the motion a pair of penoids rose up to penetrate her, but Nightmare Witch suddenly stopped them.

“No…. her nectar, I want to taste it.”

The creature gently lifted the witch, placing her above and just behind the still bucking and grunting Omega Woman. Nightmare Witch sighed as it slowly pulled her arms back behind her, marveling at both the sight of her own out-thrust breasts hanging so prominently and of the rhythmic shaking of Omega Woman's ass as the tentacle pounded in and out.

Oh Gods, how our bodies beg for defilement!

Omega Woman felt her body suddenly rotating as she was turned to face upwards upwards and her eyes widened in shock as she looked down to see Nightmare Witch’s face hanging above her exposed pussy. The tentacle pounding her anus briefly stopped and then suddenly straightened itself, lifting its muscular form so it now ran between Nightmare Witch’s hanging globes. The Witch sigh as it resumed its back and forth motion between them, sloshing her breasts back and forth as it dug once more into Omega Woman's anus. Sighing one last time time, she then buried her head in Omega Woman’s mound. Her mouth slurping greedily on the blonde woman's fluids. Excited by the saltiness of it, her tongue darted over Omega’s clit and dove into her vagina, lapping like a thirsty cat's.

Omega‘s head shot back. The feeling of the Witch’s tongue frantically probing her was driving her mad. Her hips shook and her vaginal nectar flowed. Undaunted, Nightmare Witch continued to greedily lap up the wet cascade of nectar even as it splashed her face. After several minutes, feeling her own womb aching, she finally stopped. She lifted her head and looked up to lock eyes with the with the panting blonde, smiling as the woman's nectar dripped off her chin. Giving the wet blonde muff one last lick, she then spoke.

“Now creature… put me on top of her.”

With a loud pop the tentacle milking Omega’s tit disengaged, causing the woman to emit a short cry as her near empty breast flopped back onto her chest. The way cleared, the creature lifted the Witch and brought her down on top of Omega Woman. Her thighs pressed against Omega’s and she intertwined her legs around hers, pulling their clits and flat bellies tightly together. Her heavy breasts flopped onto Omega’s chest, some their seemingly endless milk leaking out and mixing with Omega’s own, pooling between her breasts. The Witch again kissed Omega Woman, letting her tongue spread the taste of Omega’s nectar deep into her mouth, their tongues wrapping around each other. Satisfied, she released her lips and lifted her head to speak a command.

“My ass, now.”

A ready tentacle dsprung forward and drilled into Nightmare Witch’s rectum. The witch winced, gritting her teeth as the tentacle bore into her. Her muscles instinctively clenched as the tentacle violated her but then slowly begin to ease their grip, allowing the rhythm of the new tentacle's pounding to to sync that of the one in Omega’s ass. As both women began to move as one, Nightmare Witch carefully shifted her chest until their breasts were propped together rolling, against each other with each thrust. With rapt fascination she watched as her dark nipples locked against Omega Woman’s pink ones, each thrust sening tiny stabs of pain and excitement into the women's chests and causing milk to spray in small jets. The puddle of milk in Omega Woman's cleavage deepened and the two of them begin to lap at it with their tongues, excited by the sharing of their fluids.

“Harder. Deeper!”

Both woman screamed the words simultaneously, the action seeming to bridge their shared madness, driving them both even deeper into the gas’s effects. As the penoids drove harder and faster, the women grunted, grit their teeth, and pulled their legs tighter so the same rhythm now drove their clits together as well. The women's bodies were now on fire as constant, competing waves of pleasure radiated from their clits, asses and breasts.

Finally the last vestige of Nightmare Witch’s sanity snapped. Throwing back her head she screamed.

“NOW! SEED US! FILL OUR WOMBS LIKE THE WHORES WE ARE!”

The last tentacles eagerly unsheathed and sprang into action. This special pair, each one with a cock head twice as large as the others the women had seen, wove around each other tightly. Once intertwined, they shot directly toward the two women’s perfectly stacked pussies like a guided missile. Simultaneously, each head dove into one of the fertile orifices, parting the pussy lips instantly and causing the women to shreik in pain and joy as their slits instantly became wide-stretched holes. Quickly, the two tentacles began to rotate around each other like a mechanical screw, causing their enormoud cockheads to plunge in and out of the two wet pussies on an alternating basis.

Nightmare Witch looked down in awe as her belly distorted from the sheer size of the head penetrating it and pressed into Omega Woman's flat stomach. Amazing, she thought, my vaginal tract is always either being pushed open by a penetrating cock or being pushed closed by the pressure from the Omega Woman's stomach bulge, making the impact of the next thrust that much more mind shattering. Pervo, you wonderful man...

As if to emphasize the point the cock tentacle chose that moment to penetrate her particularly deeply, hitting against the very wall of her womb, breaking Nightmare Witch's concentration and causing her to yelp in delight and pain.

The pounding continued unabated and the women's screams of pleasure echoed through the empty warehouses, Omega Woman's wails harmonizing with Nightmare Witch's screeches. Driven by an instinctive command to silence its prey, the creature quickly extended it’s last penoid. It hovered briefly before the two women’s faces, considering which to penetrate, and the dove into Nightmare Witch’s throat, silencing her and fucking her mouth ruthlessly. She struggled as her throat was probed, conflicted by the desperate need to release the ecstatic cries being caused by the orgasmic waves radiating from her womb and the base pleasure of rubbing her tongue over the hard member and drink the rich cum. Finally the penoid settled the question for her, releasing a stupendous load and pulling out. Nightmare Witch greedily struggled to swallow all of the thick white seed-cum, but as the tentacle slowly withdrew more cum flowed from it to fill the vacated space and she quickly began to choke. Seeing the discomfort in her fuck-mate’s eyes as the tentacle finally cleared her lips, Omega Woman quickly kissed her, probing with her tongue and slurping up the deluge of cum, sharing it between them in an impromptu mouth-to mouth.

Releasing the kiss, they looked into each other’s eyes and mutual understanding dawned as they sensed the quickening pace of the cocks and penoids penetrating them.

“H-hold on.. as long as you can” Nightmare Witch choked. Omega Woman nodded weakly and gripped her thighs as strongly as she could and not a moment to soon. With an abrupt jerk all four tentacles halted and then released massive geysers of cum directly into the two women’s innards. One last cataclysmic orgasm rocked their bodies as the pressure of the enormous sperm loads simultaneously stimulated the entire lengths of their vaginal and anal tracts at the same time and they wailed like banshees. As their screams died and there minds began to emerge from the haze of the orgasmic eruption they they suddenly felt a great stinging, pressure building in their wombs and noticed they were being pushed away from each other. Looking down, both women panted, watching in exhausted awe as their flat stomachs bulged outwards and then continued to slowly expand to the sound of gurgling cum, forcing their bellies and thighs apart.

“Noo..noo..”

Nightmare witch grunted and roughly kissed Omega again as she clamped down with her thighs, intent on fighting the inevitable to the last maddening second. Seeing her intransigence, the beast sent another wave of cum blasting through the cock impaled in her vagina. Nightmare Witch’s stomach bulged outwards, her eyes rolled into the back of her head, and she released her grip on Omega's lips and legs as she lost consciousness. For a moment the women hung there, their sperm filled bellies quivering and their muscles spasming until all four tentacles suddenly pulled out of the women's tortured holes with an audible pop. The two women sprang apart, cum fountaining out of their vaginas and asses leaving the panting Omega Woman to ponder the warmth in her belly and the sight of the naked witch's pregnant form hanging above her. Her eyes blinked as drops of sperm and milk dripped down onto her from the witch's senseless body.

It grows inside me..doing what I was made for.. must deliver.. then again…

She smiled beatifically as the Nirvana-induced aphrodite mantra rattled through her mind again and again. Suddenly, she heard Nightmare Witch's voice again.

“My nectar.. my breasts.. taste me... milk me…”

She's still unconscious but her aphrodite body aches for more... is Americana's body also like...

Her attempts to think were interrupted as the creature, responding to the fevered ramblings of the Witch's still unsated super libido, begin to shift. Omega Women felt herself being raised up against the unconscious Witch's body once again and soon she was face to face with her. Overcome by the gas's urges she gently licked a few drops of cum off of the woman's face but was stopped short when she felt herself begin to move crosswise. She smiled reflexively at the sensation as their breasts and bellies rubbed against each other, relishing the contact, and soon found herself looking up directly into Nightmare Witch’s still dripping pussy. As rivulets of sperm and nectar dripped out of the vagina and onto her face, Omega Woman suddenly understood.

I see beast, as she tasted me, you will make me taste her.

She plunged her face into the dark-haired mound, greedily licking up semen and nectar alike. The witch began to stir and her thighs closed reflexively, gently driving Omega Woman's face deeper into her pubis. As she blonde eagerly dug her face into the clit she felt two other tentacles brush against her ass. Looking up, her view was mostly obscured by the Witch’s pregnant belly but she could also see the witch’s enormous tits hanging down as well. Slowly, two of the tentacles with large suckers hovered into view and attached to the hanging globes. They began to suckle and milk quickly began to froth around their edges. In her delirium, Nightmare witch stirred, continueing to mutter.

“ah yes, milk me… t-take it all… like never before, yes. draaain meeee….”

Following her orders the suckers continued with no sign of stopping, increasing their suction as they sought every last drop of the witch's precious milk. Nightmare Witch cooed, shook and grunted. Her back arched her and as Omega Woman watched, the Witch's treasured udders began to stretch and elongate. Through the haze of the gas she marveled. I had heard of Got-Gal’s breasts being milked like that before but I didn’t believe Americana’s breasts could do that too.. this body is incredible. As if on cue, Nightmare Witch's body began to shiver and her hips gyrated slowly, causing Omega Woman to dig even deeper with her tongue. Finally the witch's body spasmed as her subconsciously demanded orgasm rippled through it.

Their job done, the suckers disengaged and the two completely drained sacks of mam-meat hung in the air, blowing in the wind. Suddenly, the other tentacles disengaged as well, leaving the pregnant aphrodites to tumble towards the ground. Omega Woman landed unceremoniously on her ass but quickly recovered, crawling over to where Nightmare Witch laid on her back, her drained tits drooping into her armpits. Exhausted, Omega Woman lay down on her side next to the brunette's prone form and gently slapped her face. Her eyes fluttered open and she smiled.

“It’s time.” She stated matter of factly.

Nightmare Witch suddenly flipped onto her side as well, facing Omega Woman and looped her leg over hers, pulling their pregnant bellies together. They kissed again, slowly, sharing the sensation of their stomachs rumbling, stretching and vibrating against each other.

Omega Woman broke the lip lock, sputtering, as the last fragments of her superheroine-hood reasserted themselves.

"No.. we have to.. get help....not right.."

Nightmare Witch smiled and then licked a drop of cum of of Omega's face, silencing her. Suddenly Omega felt new a new urgency to the movement in her womb and moved to lay down in a proper birthing position. Understanding her intent and feeling her own spawn moving, Nightmare Witch retracted her leg and did the same. They spread their legs next to each other and began to breathe heavily as the creatures begin to move towards their vaginal canals. Without thinking, Omega woman reached over and took Nightmare Witch’s hand. Grunting and wailing in pleasure the woman bore down with all they had and soon each ejected a large purple muscular ball from their bodies onto the dirt of the rail yard.

As the creature's larvae erupted from their pussies in a burst of mucus and fluid, a shared thought rattled through both their addled minds.

Its like being fucked from the inside out.

An eruption of erotic energy exploded from their vaginas and collapsing wombs, causing the women to shreik one last time and then collapse.

They lay there panting, watching as their bellies contracted to their proper flat shape and became muscular and firm again thanks to their amazing regenerative powers, made all the more impressive by the nutrient rich semen they had ingested. Their drained breasts also began to refill and soon their chests were once more dominated by their proud mammary mounds. Dreamily, Nightmare Witch gently rubbed one of her nipples, smiling at the return of her treasured curves and then gently probed her pubis with her finger.

I can feel my pussy tightening around my finger already... my body yearns again.. my fertility returns...

Her reveries was quickly shattered as the creature’s tentacles begin to wind around their bodies, rubbing them, prodding them.... assessing them....

Nightmare Witch looked over at Omega Woman. The blonde's hands were gently probing her own breasts and pubis as well and she returned Nightmare Witch's gaze with a confused look of her own.

“Again.”

They stated it as both an exultation and a question, pleasure and confusion filling their faces as the gas began to weaken and the saner parts of their mind tried to to re-assert themselves.

“Yes” The Witch stated slowly. “But first one thing…”

She reached into her glove and removed the module Pervo had given her that had allowed her to control the creature. She turned it over in her hand, examining the shiny metal.

Our body has healed, we can flee...

Our womb is fertile again, we can fuck and be seeded...

This is our one means of escape you know, a part of her mind argued desperately, all you have to do is keep holding this box and say the right words and you will be free.

The baser part of her mind retorted in triumph,

Exactly.

She clutched the box tightly in her gloved hand and then smashed it down against a rock, shattering it. She slowly turned back towards Omega Woman.

“Now, it owns us”

She smiled and with a hiss another cloud of the purple nirvana gas blew over them as the tentacles began to lift them from the ground.

******************************************************************************

Night had fallen and the the moon hung high in the sky over the railyard, illuminating the clearing where the two aphrodites continued to mate with the creature. Hours and finally the whole day had passed since their first birthing but every time they began to regain their senses or lost their sexual ardor the creature would release another cloud of the gas to rekindle their mindless lust. With the amazing regenerative powers of their bodies augmented by the creature's nutrient fortified semen, there seemed to be no end to the cycle of fucking, milking and birthing. Around them in the yard was spread the debris of their non-stop orgy; shreds of red and black costume fabric, discarded boots, gloves and leggings and dozens of the creature’s spawn, quietly rolling about in their larval state.

Omega Woman and Nightmare Witch, deep in the ecstasy of the Nirvana gas, remained oblivious to it all, their pale bodies illuminated in the light of the full moon. Both women were completely nude now except for their masks and headbands, the last shreds of their costumes having been either ripped from their bodies by the tentacles or pulled off of them by their own hands in fits of sexual euphoria. As the night progressed the creature had begun to experiment with different positions other than the midair suspension it had started with, and this time it had left them firmly on the ground, their legs unbound. No longer bound by the control module however, it now considered both women it's slaves and used several of its tentacles to bind their arms, holding them them behind their backs.

Pulling them down to their knees and facing against each other, the creature had pushed the two of them together, wedging one of its thickest cock-tentacles between them. Slowly the tentacle moved up and down, grinding against the women’s out-thrust breasts and their full swollen bellies. Eagerly, the two women licked the head of the enormous cock between them and rubbed their bodies against its length, causing streams of milk to shoot intermittently from their constantly lactating breasts. As the women serviced the cock, stopping only occasionally to kiss each other in moments of uncontrolled stimulation, another pair of tentacles thrust rhythmically between each of their legs from behind, penetrating their asses and vaginas in alternating rhythm.

Suddenly, the cock between them begin to move faster and faster and the tentacles between their legs increased their motion to match. As the two women threw back their heads and opened their mouths in anticipation it froze before suddenly ejected a geyser of sperm that cascaded down on their faces. As the women begin to lick the semen off each other's faces the other tentacles halted as well, and soon a deluge of sperm spurted out from between their legs and over their thighs, overflowing from their already full wombs. The women stopped their ministrations, cooing and closing their eyes as another wave of orgasms rippling through their bodies. As the waves passed, they dreamily opened their eyes and kissed each other deeply.

Sensing what was coming next, the creature gently pulled the two women apart and onto their backs, carefully holding them in the same spot. Their knees bent and their thighs spread until their legs formed a diamond shaped space between them. Their round buttocks rubbed against the bottoms of their feet and the women’s breathing became heavier and heavier. Their bellies began to stretch and shake, and as both women cried out in pain and pleasure, a purple, muscular larva-orb burst from each of their pussies, rolled around in the patch of ground between them and gently ricocheting off their cum covered thighs. The two women tilted back and forth for a few moments as the birth orgasms once more flowed through them, and then collapsed onto their sides .

There was a moment of quiet, with only the sound of the women’s labored breathing piercing the night. Neither moved for several minutes, their bellies shrinking back to normal and their breasts stiffening with new milk. No thoughts came during these intervals anymore, their minds having been too deeply saturated in the nirvana gas. They simply lay panting, their eyes rolled into the back of their heads, as the creature's tentacles gently wrapped around their thighs, squeezed their breasts and buttocks, and occasionally stopped to spray more of the fortifying sperm in their waiting mouths or on their drained breasts, priming them for another round. The creature slowly rolled its eye back and forth between them and there was a hiss as several of the tentacle heads opened to emit another cloud of the purple gas. As the gas passed over their sperm and milk covered bodies the aphrodite’s breathing begin to quicken.

“Ple..please… must have more… this ache.. can’t stop..” Omega Woman croaked.

“See...Seed meee” Nightmare Witch Hissed, “Seeed my womb…”

The women were cut off as penis-tentacles quickly entered both their mouths and they began to mindlessly slurp on them. Meanwhile the large sucker tentacles returned and affixed themselves to their breasts, causing both women to moan with pleasure as their milky bounty flowed out of them once again, into the tentacles and overflowing out onto their chests. Satisfied the women were still compliant, the creature moved its penis tentacles between them, and after carefully batting the larvae out of the way, once more penetrated their anuses and vaginal canals, beginning the impregnation process anew. As the penises in their mouth unloaded a stream of semen into their throats and withdrew, the two women groggily looked down between their softening breasts at their swiftly inflating bellies and smiled.

******************************************************************************

Dr Pervo watched the monitors, his cock so hard he couldn’t have gotten up to leave if he had wanted to. He had watched the hours go by, mouth agape and constantly checking to make sure the cameras were still recording. He cleared his throat and spoke aloud.

“Computer, where do we stand on our quota now?”

There was a short pause as the AI scanned the video feeds of the clearing.

“Thanks to the increased output provided by Nightmare Witch, we are now at 180% of our quota. We can send the disable signal to the creature at any time and dispatch drones to collect the spawn as soon as you like.”

His mind raced for a minute. Collecting the two heroines in their current state would be a simple matter but once Nightmare Witch recovered she would be after him with a vengeance. Unless…

“Computer, can you please reactivate the memory erasure prototype?”

The machine quickly replied.

“Yes Doctor, but I must remind you the device has not proven as effective against aphrodites as the Americana tiara you were wanting to emulate.”

Pervo smiled.

“Yes, but recalculate and project effectiveness if the device is used on an aphrodite mind whose short-term memory has already been majorly disrupted by repeated Nirvana gas exposure.”

The machine processed for several seconds before returning.

“Much more effective, it should be able to permanently suppress several hours of memory in such a case.”

“Good. After these two have given birth to this last batch you switch the creature to dormant mode and dispatch robots to collect the spawn, both women, and the remnants of their costumes. Configure the erasure device to delete both their memories to the point when Nightmare Witch first entered the battle with Omega Woman.”

He licked his lips and prepared to save several copies of the night’s video records to his various backup servers for safekeeping. It was to bad he wouldn’t be able to put this video on the net but it was important that he not lose his working relationship with Nightmare Witch. As far as she was to be concerned, this never happened, only on late nights in his private study would the truth of her total mental collapse into a begging fuck-slave be replayed.

“Computer, when you are done with the memory suppression, please have the bot’s fit Omega Woman with a chloroform mask and repair Nightmare Witch’s costume as best they can. Omega Woman is to be placed in a cell and kept sedated, Nightmare Witch is to be redressed and placed on the couch in the game room. Then commence packaging and shipping preparations for the creature and its spawn and send Dragon Queen an email notifying her it is ready for pickup. Advise her of the surplus offspring and request compensation. Please signal me when all tasks are completed.”

He paused.

"Um, two small addendums computer. First, notate in the message to Dragon Queen that the spawn come from Omega Woman and Ms. Americana."

He paused, briefly wondering if he had the courage to someday try what his libido desperately wanted to.

I've already got the Alpha cunts to amuse me and in its liquid state the substance is extremely volatile, so why take the risk..

He pondered and then smiled.

Because we just watched Witchy-poo turn into a raving, milking, baby factory.. who knew all that lay below that snide, over-confident surface? Yeah I want to see that released again someday.

"Computer, Addendum two is to extract and preserve some of the liquid Nirvana substance from the inert creature. Have it stored in our most secret hideout."

The computer beeped in acknowledgment.

“Confirmed.”

Pervo smiled and walked towards the bathroom. He’d definitely want to practice in the mirror a few times before he told Nightmare Witch about how amazingly she had dominated Omega Woman on the battlefield and how unfortunate it was that she had bonked her head while luring Omega in for the final attack. He knew she’d be angry about losing her chance to ambush Americana but he’d offer to fix the inseminator and upgrade it for free and then throw in the defeated Omega Woman as well.

That’ll tide her over, once she feels she’s gotten something out of it she’ll calm down. You know, ever since she got that Aphrodite body she seems more willing to just gloss things over don’t fit her personal winning narrative. Heck, I might be able to convince her she owes ME one after I give her Omega Woman.

He stopped and sighed in contentment. It had been a long day and it had started badly, but in the end things had turned around for him in a big way.

“You know,” he said out loud, “for once I really do feel very thankful for the way things have gone.”

The computer beeped.

“Happy Thanksgiving Doctor.”