Chapter 1

2016

     Blossoms of light and heat flared in space above North America.  Alien starships were
ripped to shreds by lasers and microwave beams emitted from US defense satellites.  The aliens
retaliated with plasma beams, slicing satellites like pieces of fruit, but it was not enough, there were
hundreds of killer sats that maintained a constant barrage of fire, destroying anything that ventured
too close.

     "We must withdraw!" snapped the alien second in command.  "Their defenses are too
strong!"

     "You know we cannot!  We harvested all that we could from the humans' Mars and Moon
bases, if we do not collect more females soon, our ships will become hulks in space!"

     "But we will die if we continue with planetfall!" hissed the second in command.

     "Our world is dead.  We are doomed to perish as well unless we can seize this world.  As
long as one ship survives landing, our race will continue," swore the alien leader, his tentacles
writhing in agitation.

     Five more phallic-shaped vessels exploded in spheres of light and gore.  An orb-shaped
satellite opened its bays, launching a swarm of dart-like missiles.  The alien leader and his second
watched with horror as the missiles dove toward their ship, hungry sharks smelling fresh meat.
*****
 

     An alien stumbled out of the crashed ship, falling heavily to his knees.  A second alien
followed his companion, looking around with narrowed, light-dazzled eyes.

     "We must hide the ship so the humans cannot find it," said the watchful alien.

     "Were we the only ones to make it?" asked the kneeling alien.

     "I do not know.  I was too busy trying to keep us alive," admitted the standing alien.

     "We could be the last ones, the last of our race," mourned the kneeling alien.

     "There are females aplenty on this world, we will rebuild our race.  It will be better,
stronger!"

     "Perhaps we should contact the humans, try to live together in peace."

     "You are weak, you always were," sneered the standing alien.  "There can be no peace
with sheep!  We will harvest the young females and slaughter the rest, that is our way!  That has
always been our way for centuries!"

     The kneeling alien bowed his head, remaining silent.

     "I am now Leader. You will be Second.  Now help me hide the ship!  We will begin
hunting for females afterward," ordered the standing alien.

     Second reluctantly stood up to help Leader.  He did not agree with his comrade, but he did
not rebel, it was not the way of his people.
*****
 

Churchill School For Girls

     Jennifer sat at her desk, watching the latest Newscast from her computer.

     "Government officials still refuse to explain the brilliant storm of lights that stretched over
much of the United States last night.  Foreign observers claim that a group of unidentified objects
had descended towards Earth, perhaps alien ships trying to land, maybe simple asteroids
threatening to crash onto the surface.  We will continue to investigate this story as new information
is discovered..."

     "It's them," murmured Jennifer, her chest tightening with fear.

     "Anything happening?" asked Tami, entering the bedroom they shared loaded down with
her books.

     "The aliens from last year, they tried to land on Earth," said Jennifer, turning her chair to
face her friend.

     "Did they make it?" demanded Tami, her body shivering.

     "No, our military satellites destroyed them."

     "Well, then everything's okay!" grinned Tami, setting her books on the bed so she could
unbutton her white uniform blouse.

     "What if one of them got through?  Like Professor Jarad did?"

     "If any of them got through, they probably crashed and died.  Don't be so paranoid!
You've been acting wiggy ever since we escaped," frowned Tami, tossing her long, red hair.

     "And you act like it never happened!" accused Jennifer, her grey eyes flashing.

     "It's time to get on with life, Jen," replied Tami, removing her shirt and tossing it on the
bed.  "Maybe you need to take a break.  I'm going to the rec room, want to come?"

     "No, I've got homework to do," said Jennifer softly, turning back toward her computer
screen.

     "Later!" waved Tami, draping on a pink t-shirt as she left the bedroom.
*****
 

     Second moved silently behind Leader, a difficult task with all the green foliage underfoot.
They traveled south, Leader tasting the air as he hunted for prey.  Second knew he should be
enjoying this, the thrill of the chase, the warming of the blood as he inhaled the scent of the young
females.  He could not become aroused though, he merely thought, thought about the fate of his
race, pondered what they did wrong and what they could have done to avoid extinction.  He was
so lost in thought he almost crashed into Leader when the alien halted suddenly, crouched behind a
large, green bush.

     "There.  There are many young females in that structure.  Perhaps it is a pen of some sort,"
murmured Leader, his fangs dripping with eager drool.

     "Is it guarded?" asked Second, examining the large, three-story building.

     "I see no soldiers or weapon emplacements.  It is a choice target."

     "We should wait, study the area and what the humans do."

     "We will wait here, in this forest.  If a young female wanders our way, we will take her!"
snarled Leader, one of his back tentacles becoming moist with anticipation.
*****
 

     "Jen's been so serious this semester!  She's been really remote ever since last year," said
Tami before she took a long drink from her cup of soda.

     "Yeah, I noticed," nodded Valerie, her golden locks shaking.  "What's her deal?"

     "I don't know, she won't tell me!" snapped Tami, tapping a fingernail on the table as music
played throughout the rec room.

     "I don't have a roommate right now, you know what happened to Tiffany," smirked
Valerie.

     "She got pregnant," whispered Tami with a mischievous gleam in her eyes.

     "Guess who knocked her up?" countered Valerie, looking around before leaning close to
Tami.

     "One of the delivery men?"

     "No!  The headmaster!" giggled Valerie.

     "You're joking!  He's only been here three months!"

     "And the rumor is he's screwing every girl he can get his hands on!" grinned Valerie, her
face flushing.

     "Why don't they fire him?" asked Tami, shocked by the news.

     "The teachers don't know about it, neither do any of the parents.  Another rumor's going
around that the school nurse covered for him."

     "Why?" asked Tami, her green eyes wide.

     "You know, he's giving her some!" giggled Valerie, pumping her right fist up and down.

     "This is like, so weird!" said Tami, sitting up abruptly.

     "So?  Do you want to room with me instead of the ice bitch?  I can do lots of things for
you," whispered Valerie, reaching beneath the table to caress Tami's right leg.

     "Val!  Someone might see!" warned Tami, pulling Valerie's warm hand away.

     "So let's go outside, I want to eat you out!" grinned Valerie, licking her red-painted lips.

     "You're such a slut!" giggled Tami, getting up to follow the slender blonde girl outside.

     Valerie took Tami's right hand and ran across the grounds into the nearby trees.  They
giggled as they walked deep into the small forest, insects and birds chirping all around them.  The
night was clear and warm, the stars and moon provided more than enough light for the girls to
travel by.  Valerie led the way down into a small creek, the water barely a trickle in the center of
the rough walled crevasse.

     "This is good," declared Valerie, kissing Tami quickly on the mouth.

     Tami followed Valerie's example, removing her clothes and placing them over a large, dry
rock.

     "Sit here," instructed Valerie, leading Tami to the middle of the creek and pushing her
down onto the smooth creek bed.

     Tami giggled when cold water flowed beneath her ass, splashing over her pink pussy.
Valerie laid down on her stomach, grinning as the water slid across her crotch, belly, and breasts.
The blonde girl opened Tami's legs, jutting her face forward to lick the young girl's tender cunt.
Tami moaned, leaning back on her arms, her small tits shivering as Valerie licked her clit, the
water playing over her trembling labia.  Water dripped from Valerie's mouth while she sucked on
Tami's pussy, moaning with pleasure as she slipped her tongue into the naked girl's vagina.

     "That feels so good!" gasped Tami, thrusting forward with her pelvis, closing her thighs
around Valerie's head.

     Valerie made a muffled reply, chewing on Tami's cunt lips, stroking her clit with her left
index finger.

     Tami closed her eyes, her hips bucking while Valerie licked up and down her slit, her
vagina melting with lust.

     Leader approached Valerie, reaching down to grasp the girl's thin arms and pull her
towards him.  Second extended his back and chest tentacles, pinning Tami to the creek bed.

     "What the fuck?" screamed Valerie, twitching in Leader's tight embrace.

     "This female has fire," smiled Leader, yanking Valerie's legs apart by the ankles and
shoving a thick cock tendril into her moist pussy.

     "No!" screeched Valerie, twisting and tugging at the tentacles wrapped around her wrists
and ankles.

     Leader held Valerie next to his glistening grey flesh, his left arm wrapped around the girl's
slender waist while his right hand fondled her young breasts.  He seized her throat, holding it still
so a back tentacle could enter her screaming mouth.  The tendril wriggled deep into Valerie's
throat, oozing a trickle of purple ichor.  Leader held tightly onto Valerie, licking her left cheek,
pumping his cock limb relentlessly inside her vagina.  Valerie swallowed the alien's excrement, and
almost immediately she stopped struggling.  She leaned back on Leader's large, muscled torso,
opening her legs for his cock, sucking contentedly on the tendril filling her mouth.

     "What are you waiting for?  Take the other female!" snapped Leader with a glare.
"Remember to impregnate her, we need to increase our numbers!"

     Second looked down at Tami who laid stretched out before him, her naked body struggling
against the tentacles binding her limbs.  Reluctantly, Second knelt down next to Tami, taking her
shoulders and raising her up, then pushing her forward onto her hands and knees, her ass directed
towards him.

     "Please don't!" begged Tami with a heart-wrenching sob.  "Not again!"

     Second lowered his face.  He grasped Tami's hips, uncoiling his cock tendril and stretching
it towards Tami's pussy.  Tami wept louder, her sobs filling Second's ears as he probed her cunt
with his prick, inserting it up to her cervix.  Tami's sobs were interrupted by a groan when Second
started pumping within her vagina, his cock expanding and throbbing with arousal.  Despite
himself, Second could feel his body and instincts responding to the prone girl before him, he could
smell her musky pussy, could feel the heat radiating from her smooth, white flesh.  Second's
thrusts become rougher, more violent.  He bared his sharp fangs, drool oozing from his elongated
mouth onto Tami's bare back.  He clasped his powerful arms around Tami's slim waist, ramming
into her ass, grunting with primal excitement.

     A tentacle wrapped around Tami's neck.  The alluring musk of the cock head seduced
Tami, she placed her mouth over the bulbous tip, drinking the sweet fluid that squirted out.

     Second ran his incredibly long tongue over Tami's tight ass and spine, he nuzzled her rich,
red hair with his snout.

     Leader turned Valerie around so she would face him.  He held her up by the buttocks,
pounding into her cunt, licking her stiff nipples with his own prehensile tongue.  Valerie groaned
with pleasure, placing her smooth arms around the alien's thick neck, thrusting forward with her
shapely, young hips.  The blonde girl continued to suck on Leader's tendril, his purple ichor
escaping from the corners of her mouth to drip down her small chin.

     Second grasped Tami's quivering tits, squeezing them while he fucked the young girl.  She
moaned in ecstasy, sucking deeply on his cock tendril, slurping his warm cream.  Second felt the
orgasm building within him, his seed gathered to invade the human girl's ripe womb.  He knew it
was wrong, wrong to violate a child, no matter what race it was.  The alien's body didn't care, it
operated without thought, ran merely on instincts developed over centuries of evolution.  Second
pressed his torso against Tami's back, her skin hot and wet with her perspiration.  She moaned
softly, still drinking from his tendril, her tongue lapping at the moist slit aperture.  When Tami's
cunt squeezed his prick tendril, Second's thoughts blanked, his body reacted, ramming violently
into the girl's vagina, smashing against her cervix as it prepared to unleash its reproductive cargo.
Second hugged Tami in a vice grip, stabbing into her pussy one last time, his cock blasting its
milky load into the girl's womb.

     Tami released Second's tendril from her mouth, gasping for breath, her body flushed and
weak.  Second let go of the naked girl, staggering away, shamed and sated at the same time.

     Valerie arched her back, her legs wrapped around Leader's waist as he thrust into her over
and over.  He sucked intently on her right tit, his fangs piercing her soft, white flesh while the
lovers bucked against each other.  Leader fondled Valerie's small ass, digging a claw into her tiny
anus.  The girl moaned, purple goo covering her face as she slurped and licked the shivering
tentacle arched over her open mouth.  Leader smashed his crotch between Valerie's warm thighs,
climaxing inside her, filling her belly with his thick cream.

     Leader held Valerie's limp body close, licking her panting tits and smooth shoulder.

     "Collect your female and follow me.  We will return to the ship and wait for the brooders
to give birth," commanded Leader, turning away from Second and walking up the creek.

     Second stood a short distance away from Tami, watching the gleaming water splash over
her nude body.  She was a brooder now, impregnated with his spawn, the first of many.
Confused, frustrated, Second picked up Tami as instructed.  She snuggled against him, the fluids
she had consumed making her sluggish and compliant.  Second followed Leader up the creek,
obedience would have to be enough, for now.
*****
 

Chapter 2

     Lightning flashed outside the waiting room window.  Jennifer turned on the bench to look
out at the rain that fell in sheets, obscuring the glass.  She straightened on the bench, glancing to
her right where Stephanie sat, her face downcast, veiled by her long, light brown hair.  Before
Jennifer could ask Stephanie what was wrong, Headmaster Stephen Christopher appeared in the
doorway of his office.

     "Miss Goddard, you can step inside now," smiled Mr. Christopher, beckoning into his
office.

     Jennifer stood up, walking past the headmaster into his cool office.  Jennifer's body was
very close to Mr. Christopher's when she passed him, she thought she heard him inhale deeply
when she walked in front of him.

     "What seems to be the problem?" inquired Mr. Christopher, closing the door before
returning his ornate oak desk.

     "I was wondering how the search for Tami was progressing," said Jennifer, sitting in one of
the large leather chairs facing the headmaster's desk.

     "I believe the police are still vigorously searching the nearby woods," replied Stephen with
a placating smile, entwining his hands on his chest.

     Jennifer shifted uneasily on her chair.  The air was very chill, Jennifer stifled a shiver.  She
noticed Mr. Christopher looking at her chest, and when she glanced down, she was horrified to see
that her nipples were stiff and pressing against her white uniform blouse.

     "I promise to let you know the results of the search as soon as possible," said Mr.
Christopher.  "I can drop by your room with the news if you like."

     "Uh, no.  Thank you, sir," blushed Jennifer, standing up abruptly.  "I'll just come by again
later."

     "As you wish," shrugged Stephen, rising from his desk and escorting the uncomfortable
girl to the door.  "You may visit me any time you desire."

     "Thank you, sir," murmured Jennifer, leaving the office quickly.

     Mr. Christopher watched Jennifer's departing ass before switching his attention to his next
visitor.  "Miss Kessler, you may come in now."

 
     "I've been trying really hard, sir!" said Lisa Kessler, almost crying with desperation.

     "Your grades say otherwise, Miss Kessler," corrected Stephen, leaving his chair to pace
behind Lisa.  "You're failing almost every class."

     "I..I know, sir," sobbed Lisa, tears slipping down her smooth cheeks.

     "I believe you're attending this school on a grant.  If you fail to maintain passing grades,
you will lose your grant and will have to leave this university."

     "My parents would kill me!" gasped Lisa, twisting in the large leather chair to look at Mr.
Christopher in terror.

     "There is a way out, Lisa," smiled Stephen, approaching Lisa's chair, resting a hand
comfortingly on the girl's small left shoulder.  "I see great potential in you, but it needs to be
stroked, molded."

     Stephen's hand slid down Lisa's shoulder, his palm covered her small left breast.

     Lisa bit her lower lip, sniffled.

     "I'll..I'll do whatever you want," whispered Lisa, lowering her face in shame.

     "Good girl," grinned Stephen, removing his hand and returning to his desk.  "Now stand
up and remove your shirt."

     Lisa stood up from the large chair, not looking at Stephen while she unbuttoned her white
uniform blouse and slipped it off her pale, white shoulders.

     "Come over here," instructed Mr. Christopher.

     Blushing hotly, Lisa hesitantly walked around the desk to stand next to the headmaster.

     Stephen spun his high-backed leather chair to face the embarrassed girl.

     "Kneel."

     Lisa shot a look at Stephen, fear and realization of what he wanted her to do.

     The young girl knelt obediently in front of Stephen, hiding her face with her long, brown
hair.

     Stephen leaned forward, brushing the concealing hair away from Lisa's pretty, young face.
He ran his right hand down her warm neck, along her cleavage, then around to cup her left, bra-
covered tit.

     "Unzip my pants."

     Lisa reached forward with trembling fingers, clumsily unzipping the headmaster's grey,
pin-striped trousers.

     "Reach into my underwear."

     "Please, sir!" cried Lisa softly.

     "You want to stay in school, don't you?  You want to make your parents proud of you."

     Weeping quietly, Lisa inserted her small right hand into Stephen's trousers, her fingers
slipping through the front fold of his shorts onto his hardening penis.

     "Wrap your fingers around it."

     Lisa obeyed, grasping his cock.

     "Now rub it."

     Lisa's lips quivered as she rubbed Stephen's prick with her hand, sliding it slowly up and
down his shaft.

     "That's it, good girl," moaned Stephen, leaning back in his chair.  "Stroke it faster."

     Lisa's hand quickened, pumping over the throbbing cock.

     Stephen grasped the armrests of his chair, panting.

     "Now take it out."

     Lisa gently pulled out the headmaster's long prick, the engorged head facing her.

     "Kiss it."

     "Sir...!"

     "Do it, you little bitch!"

     Lisa stared at Stephen with tear-filled eyes, then slowly lowered her face, pursing her
tender, pink lips to kiss the head of the headmaster's cock.

     "Now suck it into your mouth, slowly."

     Lisa closed her eyes, gently sucking Stephen's shaft into her small, warm mouth.

     "Let it slide down your throat," ordered Mr. Christopher, thrusting forward with his pelvis,
groaning with ecstasy.

     "Fondle my balls with your hands while you suck my cock."

     Lisa reached back into the headmaster's trousers, softly squeezing his testicles with her
delicate fingers as she slurped on his erect penis, her tear-streaked cheeks puffing in and out.

     Mr. Christopher writhed in his chair, moaning sharply, shoving his crotch onto Lisa's
lovely, young face.  She sucked and licked intently, stroking his aching balls with her fingers,
running her mouth up and down his trembling member.

     "I'm cumming!  Swallow it all!" gasped Mr. Christopher, his hips jerking as he exploded
inside young Lisa's sensual mouth.

     Lisa gulped down the headmaster's jizz, struggling to keep up with the flow.  When he was
done, Lisa pulled away her mouth, wiping a few stray drops of white from her chin with the back
of her right hand.

     "A good beginning, Miss Kessler," smiled Mr. Christopher, zipping up his trousers.
*****
 

     Second left the warm interior of the ship to stand in the heavy rain.  He reached out with
his arms and tentacles, letting the cool water slide over his soft, grey skin.  It would be some time
yet before the brooders gave birth, Leader would not need him present.  Glancing back nervously
at the camouflaged ship, Second plunged into the forest, droplets of water flicking away from his
large, muscular body.
 

     Second hunched at the edge of the forest, examining a green sign near the side of a wide
road.  The sign said, "Welcome to Manchester!"  Second assumed that was the name of the
human gathering place.  The alien closed his bright, red eyes, concentrating, focusing like the
instructors had taught him during the journey to the Sol system.  Flesh writhed and shifted, turned
from grey to light pink.  Second's muzzle retracted into his face, his tentacles melded into his chest
and back.  Second looked critically over his body, his disguise was complete.  Standing from the
bushes, Second started walking along the road, following it into Manchester.
 

     "Put something on, hippy!" screamed an old man from his speeding car.

     Second pondered the old human's words, wiping rain reflexively from his long, black
mane.

     "Hey!  Nice ass!" grinned a young woman who drove past.

     Second felt his body stir from the female's speech, he had to concentrate to keep a tentacle
from breaking free of his disguise.

     Buildings started to appear, wide, squat dwellings with brightly lit windows.  Second spied
garments hanging from behind one of the buildings.  Knowing that humans wore bits of cloth as
some kind of custom, Second snatched jeans and a light blue shirt from the hanging line, tugging
them over his slim chest and legs.  Feeling very human now, Second continued down the road,
cars howling past, their headlights harsh and bright.

     The rain had decreased to a light drizzle when Second reached the shop district.  He gazed
with wide-eyed wonder at all the large window displays, and at the humans that moved everywhere
around him.  There were many females walking along the sidewalks, entering and exiting shops.
The scent of the females was overpowering, Second could feel his body responding, aching to
capture and impregnate them.  Stumbling past a shop filled with males, Second staggered inside,
relieved when his body relaxed itself.

     "Man, I'm glad Angel's history!  Buffy could do a lot better!" exclaimed a short, skinny
male.

     "Yeah, she needs to get together with Willow!" chuckled a large, obese male.

     "Hot lesbo action!" grinned the short male.

     The two humans walked past Second, their arms filled with thin, literary texts.

     Second gazed around in awe, there were small statues of strange creatures, posters of
barely clothed females, and shelves filled with books and illustrated texts.

     Second was so enraptured with the shop's wares he stumbled into a female he had not seen
from outside.  She was near a display of data storage containers that the humans called "video
tapes".

     "Oops!  I'm sorry!" grinned the young female, looking up at Second apologetically.

     "It..it is my fault," said Second, bowing his head.  "I beg your forgiveness."

     "It's okay," replied the very alluring female.  "I haven't seen you here before."

     "I..I am new to this place," answered Second, his gaze lowering to the female's slender,
pale legs and curvaceous hips.

     The female noticed Second's interest in her body, her skin became flushed as she brushed
down her short, pleated, plaid skirt.

     "Is this guy bothering you, Jen?" asked a fat, hairy male who scowled at Second, standing
protectively next to the young female.

     "No, Teon, it's okay," smiled the young female known as "Jen".

     "Yell if you need anything," frowned the bloated male, reluctantly leaving Jen's side.

     "What's your name?" asked Jen, her grey eyes wide with interest.

     "Umm," pondered Second, his mind panicking as he scanned across the shelves of texts.

     "David," gushed Second, his attention on an illustrated book called, "David vs. Goliath".

     "Hi!  My name's Jennifer!" replied the beautiful female.

     "I am pleased to meet you, Jennifer," smiled Second, clumsily outstretching his open right
hand just like the lessons had taught him.

     Jennifer looked at Second askance, tentatively taking the strange young man's hand and
giving it a gentle squeeze.

     The female's touch was warm and thrilling, Second's body wanted to take her right there,
but Second managed to wrestle the impulse down.

     "Uh, I'm almost done here.  There's a showing of 'Ghost in the Shell' at the Crest theater,
would you like to go with me?  It starts in twenty minutes," said Jennifer hopefully.

     "Yes, I would like to go with you very much," nodded Second vigorously, although a part
of him said that this was a foolish and dangerous decision.

     "Cool!" grinned Jennifer, her breasts bouncing slightly with pleasure.  "I'll check out and
then we can go!"

     Second followed the young female, attracted by her scent and beauty, entranced by her
enthusiasm and charm.
*****
 

     Leader walked around the two birthing tables, examining the bonds of flesh wrapped
around Tami and Valerie's wrists, their thin arms outstretched above their heads.  The naked girls
moaned softly, their bodies gleaming with sweat, their young bellies large and bloated with alien
spawn.  The females' legs were outspread and bent at the knee, their bare pussies oozing with
thick, green fluid.  Leader stiffened when the moment of birthing arrived.  The naked girls started
writhing, struggling within their bonds as their alien children began to wriggle free.  Green goo
splattered out of the girls' cunts, splashing over their open legs and the warm, clammy birthing
table.  The females arched their backs, screaming in agony while tentacles slithered out into open
air, followed by thin, slime-slick bodies.

     Leader watched in satisfaction while the alien newborns grasped the foot of each birthing
table and dragged themselves out of their shuddering mothers, small fangs bared from the strain.
The aliens fell wetly to the floor, slowly standing up on unsteady legs.

     "Feed, and then you will learn," instructed Leader.

     Growing taller by the moment, the alien newborns approached their bound mothers.  They
both leaned over the glistening tables, each taking one of their mother's tits between their cold lips.
Tami gasped as she felt her alien child begin sucking on her engorged nipple.  Milk squirted from
her young breast, feeding the ravenous alien.  When he had drained her left tit, the alien switched
to Tami's right, licking her feverish skin with a long, gleaming, purple tongue, his clawed hand
running down her belly to her sticky crotch.  Tami gasped with ecstasy as the alien suckled her
right breast, drinking her warm milk, enfolding her tit with cool, rubbery, grey flesh.
*****
 

Chapter 3

     "Agent Gwen Hayes, I've been assigned to your missing student case," said the tall blonde
woman, brandishing her ID card before her.

     "A pleasure to meet you, Ms. Hayes," smiled Head Master Stephen Christopher.  "Please,
have a seat."

     "Kinda cold in here," observed Gwen, sitting in a chair facing Stephen's desk and crossing
her long legs.

     "I like it a little chill," replied Stephen, watching Gwen's white silk blouse as he took his
seat.

     "I'll be conducting a personal search of the forest near your school, coordinating efforts with
the local police, etc."

     "I'll give you whatever help you require to find my missing girls," nodded Stephen.  "Please
visit me anytime, day or night."

     Gwen smiled frostily, closing her jacket over her breasts.  "I'll give you a call."

     The beautiful, young agent stood up abruptly and left the office.  Stephen leaned back in his
chair and smiled, wondering if the lovely agent was a good fuck.
*****
 

     Price was in the image tank, enduring flashes of scary scenes.  Jennifer leaned against David,
her left arm wrapped around his right, shivering in fear.  David glanced beyond Jennifer, watching
curiously as a young girl lowered her head onto her boyfriend's lap and started giving him a
blowjob.  David's alien blood began to throb in his veins, the scent of the girl next to him filled his
nostrils, aroused him.  David nuzzled Jennifer's long, raven hair, rubbing her left thigh with his
hand.

     "Pay attention to the movie," grinned Jennifer, taking David's hand and holding it.

     David kissed the left side of Jennifer's neck, his left hand slipping underneath her skirt to
fondle her panties.

     "Not here," murmured Jennifer, her breath quickening as David placed his hand inside her
underwear to stroke her pussy.

     David kissed the back of Jennifer's neck, his fingers caressing her labia, his index finger
sliding over the opening of her cunt.

     Jennifer moaned, biting her lower lip, her left hand wrapped around David's questing wrist,
holding it but not pushing it away.

     David ignored the rest of the movie, he concentrated on Jennifer, gently probing her vagina
with his fingers, making her orgasm over and over while she tried to stifle her cries of pleasure so no
one would hear her.
*****
 

     "You go east, you, west," instructed Gwen, indicating the directions with her left arm.

     "We've been searching for weeks, Ma'am," complained one of the deputies.  "Those girls
aren't in this forest."

     "Follow your orders, deputy," snapped Gwen, her green eyes flashing.

     Grumbling, the policeman trudged away into the foliage, leaving Gwen alone.  Weak
sunlight poured through gaps in the branches overhead as Gwen freed her pistol and began walking
north through thick bushes and fallen leaves.  The forest air was cool and still, Gwen couldn't hear
any animals rustling in the vegetation.  Stopping to lean against a tall tree, Gwen removed the
satellite scan from her jacket pocket and checked it with her current position.  Something had
crashed in the general vicinity after the alien attack from space.  Re-folding the map and replacing it
in her jacket, Gwen hefted her gun and resumed walking, her bright eyes intent and watchful.
*****
 

     The night was cold and clear.  The frigid air didn't seem to effect the two naked young men
as they approached the school, their heads tilted up as they sniffed deeply.  Stiffening, the two boys
jumped into a nearby group of bushes when a security guard walked slowly along a sidewalk,
shining his light into the shadows around the dorm.  When the guard had passed, the two nude boys
approached the dorm wall and extended their arms upward.  Human limbs transformed to slimy
alien tentacles.  The tendrils stretched up until they entwined around outcrops of stone just beneath a
lit window.  The two aliens rose up into the air, drawing themselves toward the beckoning light.
 

          Tiffany was covering her hands with oil while Melanie slipped out of her thin white
panties.  Tiffany climbed onto the edge of the small bed, placing her hands on Melanie's bare legs,
rubbing the slick oil over the naked girl's warm skin.  Melanie pulled off Tiffany's red nightgown,
leaning forward to lick the brown-haired girl's small nipples.  Tiffany smiled, sliding her hands up
Melanie's thighs, covering the tops and bottoms of the girl's thighs with oil.  The two young girls
kissed, massaging each other's tongues, moaning softly with pleasure.  Tiffany oiled Melanie's flat
belly as she sucked on her friend's sweet pink lips.  Melanie shivered, leaning back upon the bed,
arching her back, stroking Tiffany's compliant tongue.  Tiffany ran her left hand over Melanie's
right buttock, squeezing it, making it glisten with oil.  Tiffany placed her small mouth on Melanie's
right tit, sucked deeply on it.  Melanie groaned, wrapping her arms around Tiffany's neck, pushing
her breast against her girlfriend's moist lips.

     While Tiffany sucked wetly on Melanie's right nipple, grey tendrils gently wrapped around
Tiffany's legs and waist.  The tentacles tightened when a tendril managed to entrap Tiffany's slender
neck.

     "Huh?" grunted Tiffany before the tentacles yanked her away from her lover.

     Melanie's eyes widened when more tentacles fell upon her, binding her ankles and arms.
The girls screamed, until tendrils wrapped around their mouths, gagging them.

     A naked boy with short black hair climbed on top of Tiffany as she lay helpless on the
bedroom floor, writhing in her slimy bonds.  A second nude boy with long blonde hair climbed onto
the bed with Melanie, prying her legs open with his hands, bending down towards her wet pussy.

     Tiffany screamed into the dripping tendril pressed against her lips as the alien boy slid his
cock into her cunt, smoothly thrusting into her vagina.

     Melanie trembled while she felt her ravisher lick her pussy, tasting her honey as he ran his
incredibly long black tongue over her slit again and again.

     Tiffany's attacker stretched her arms over her head, stabbed into her belly mercilessly while
groping with her young tits, pinching her bright pink nipples.

     The boy eating out Melanie slurped on her cunt, his agile tongue flicking over her clit,
making her shudder with unwanted pleasure.  She felt her juices flowing out of her cunt, staining the
sheets underneath her as the alien sucked on her pussy, shoving his tongue deep into her soft vagina.

     The alien fucking Tiffany wrapped his arms around her slim waist.  He sat her on his lap,
ramming up into her cunt, licking her bobbing tits as she moaned weakly, her body quivering with
each powerful thrust between her legs.  A small tendril tickled Tiffany's anus, slipped up inside her
rectum to wriggle within her small asshole.  Tiffany moaned, and a tentacle head slithered inside her
mouth, writhed its way down her throat.

     Melanie's ravisher raised up her crotch.  He licked and sucked on her pussy, covered her
cunt with his drool.  The alien pressed his lips upon each of the naked girl's buttocks, sucked sharply
on her smooth, white ass flesh.  He licked her asshole, ran his slick tongue over the hole, drooled
streams of saliva into her rectum.  Melanie moaned into the tentacle covering her mouth, its slimy
coating dripping down her chin and throat.  The alien rolled Melanie onto her stomach, raised her up
to rest on hands and knees.  He slapped the girl's taut buttocks, pulled them apart for his enormous
phallic tendril.  The alien rammed his shaft into Melanie's pussy, making her groan into her fleshy
gag.

     Tiffany rode the alien's crotch while he licked her firm breasts, covering them with slime
and drool.  The alien boy crushed Tiffany's buttocks with his hands, his nails digging into her tender
flesh, scratching deeply until blood flowed down the girl's thighs.  Tiffany whimpered in pain,
sucking on the tentacle between her glistening lips, stroking the pulsing member with her tongue
while the alien shoved up into her vagina, filling her cunt with his engorged grey meat.

     Melanie closed her eyes as her naked body rocked from each thrust into her pussy.  The
blonde alien boy held her hips, slapping his crotch against her ass smoothly.  Melanie could feel the
boy's cock inside her vagina, growing, throbbing, preparing to release his seed into her belly.  The
alien boy ran his clawed hands over her stomach, scratching her, fondling her.  He grasped her
trembling tits, crushed them in his fingers, pierced them with his razor sharp nails.  The naked boy's
thrusts became for violent, faster.  Melanie moaned, her pussy on fire, her juices falling in a never-
ending stream.  The boy stabbed into her, exploding inside her, filling her womb with his thick alien
cum.

     Tiffany sat limply on her alien ravager's lap, body arched and weak while the boy held her
waist and thrust into her cunt.  The alien was sucking on Tiffany's left tit, slurping loudly on her
warm, creamy flesh when he orgasmed inside her, squirting through her cervix, filling her stomach
with his hot, sticky cream.  The dark-haired boy tilted up Tiffany's slack head, opened her
compliant lips.  He opened his own wide mouth, poured vile purple goo from his mouth into the
girl's.  Tiffany swallowed the thick ichor, felt it flow through her naked body, enslaving her to the
alien.

     The blonde alien pushed Melanie onto her back, pried open her mouth and repeated his
companion's action, vomiting purple slime between Melanie's gleaming lips.  He closed Melanie's
mouth, watching carefully as she swallowed his discharge.  The naked boys draped the motionless
girls over their shoulders and left through the open bedroom window.  Two more brooders were now
theirs.
*****
 

Chapter 4

     Jennifer was lying down upon her stomach on her bed, feet upraised as she read from her
chemistry book with the radio playing softly in the background.  There was a knock on the bedroom
door.  Jennifer frowned, closing her book and switching off the radio before walking towards the
door, her slim legs gleaming in the sunlight.

     "Agent Gwen Hayes," said the beautiful young woman waiting in the hallway, badge held
up for Jennifer's inspection.

     "How can I help you?" asked Jennifer tentatively.

     "May I come in?"

     "Sure," nodded Jennifer, backing away from the open door.

     Gwen replaced her badge within her brown jacket and closed the bedroom door behind her.
She sat on the edge of Tami's bed, motioning for Jennifer to sit across from her.

     "I've been looking for your roommate Tami and several other missing girls from this school.
I've combed the woods for days, but I haven't found a trace of any of them.  I understand you had
an experience in those woods some time ago."

     "Yes, I was kidnaped and taken into the woods," replied Jennifer, shivering from the
memory.

     "Who kidnaped you?"

     "You wouldn't believe me," murmured Jennifer, lowering her eyes.

     "Try me."

     "...Aliens.  I was kidnaped by a horrible, tentacle-limbed alien and taken to his damaged
ship.  He..connected me to some device that used me as a power source, along with several other
girls."

     "I believe you, Jennifer.  What I'm about to tell you is Top Secret, but I need your help.
More aliens like the one that kidnaped you tried to land on Earth.  They destroyed our Mars and
Moon colonies before coming here.  Defense satellites were able to destroy most of the alien ships,
but one managed to penetrate our atmosphere and land here, in the woods next to your school.  The
aliens must have very advanced camouflage technology, we haven't been able to pick up their ship
with satellite surveillance or any other form of detection equipment.  I want you to help me find the
alien ship, together we can rescue your friend and your fellow classmates," said Gwen, watching
Jennifer intently.

     Jennifer stared at the floor, remembering the horrible things she had endured in the alien's
clutches.  She imagined Tami was suffering those things now, helpless and afraid.

     "Alright, I'll help you find the aliens," agreed Jennifer, raising her head with resolution upon
her young face.
*****
 

     "Where have you been, Second?" demanded Leader from his seat in the ship's piloting chair.

     "Um, scouting out the area, determining threat levels," replied Second uneasily while Third
and Fourth stood on either side of him watching with emotionless, black eyes.

     "I need you here to perform your duty to the Race," snapped Leader, his tentacles wriggling
in agitation around his grey body.  "You will no longer leave this ship.  You will care for the
Brooders like Third and Fourth have done."

     "As you command, Leader," bowed Second, his belly filling with acid at the thought of
never seeing Jennifer again.

     "The red-maned one is about to give birth again.  You will watch over her birthing and then
impregnate her again.  Go!"

     Second nodded and spun on his heel, leaving the others so he could perform his duty once
more.
*****
 

     Jennifer's sneakers crunched the dry leaves as she walked through the heavy woods, Gwen
following a short distance behind her.  The girl looked over everything as she walked, trying to find
some sign of the aliens.  Jennifer closed her light grey eyes, recalling her memories of the alien that
had captured and violated her.  She remembered the slime that covered his rubbery, grey skin, the
awful pulsing and throbbing of the living alien ship.  Jennifer wrinkled her small nose, remembering
the musky reek of the alien, the cloy aroma that revolted and aroused her at the same time.

     "They're close," whispered Jennifer, stopping suddenly.

     Gwen drew her gun, glanced around at the towering trees.  "Where?"

     "This way," answered Jennifer, pointing northeast with her right arm.  Jennifer walked
quickly through the foliage, Gwen right behind her.
*****
 

     Lisa shivered in her light red jacket, waiting for someone to answer the Headmaster's front
door.  The night was cold and clear, with white stars glittering above the frightened girl.  Someone
approached the front door and unlocked it before pulling it open.  Lisa looked up, and found Nurse
Shaw staring down at her.

     "Come in before you get sick, dear," smiled Nurse Shaw, her red lips curling into a wicked
smile.

     Lisa swallowed heavily before walking into the entry hallway, the tall, slender nurse closing
and locking the heavy wood door behind her.

     "You're late, he won't be happy with you," warned Shaw, reaching out to help the young
girl out of her jacket.

     "What..what does he want?" whispered Lisa with wide, terrified eyes.

     "He wants to fuck you," smiled Nurse Shaw, stroking Lisa's long, light-brown hair, "and so
do I."

     Nurse Shaw pulled back on Lisa's hair, covering the surprised girl's mouth with her own
heavily painted lips.  Lisa moaned in protest as Nurse Shaw caressed her tongue, probed within her
warm throat.

     "You are a sweet one," purred Nurse Shaw, her dark green eyes smoldering while she
covered Lisa's left breast with her hand and squeezed it painfully.  Lisa grimaced but stifled her cry
of discomfort.

     "Come on," said Nurse Shaw, flicking her long, red hair over her left shoulder before taking
Lisa's small hand and leading the girl across the hall and down a flight of stairs.

     The basement was well-heated as Lisa and Nurse Shaw approached Headmaster
Christopher, who waited by a leather and chain harness that hung from the ceiling.  Lisa's brown
eyes grew huge, she hung back, forcing Nurse Shaw to drag her to the waiting harness.

     "The little bird doesn't want to play, I think," grunted Nurse Shaw, yanking violently on
Lisa's trapped hand.

     "You know what I can do, Lisa," reminded Stephen, both of his hands holding one of the
dangling chains.  "Cooperate or face the consequences."

     Lisa whimpered before joining Nurse Shaw and Stephen next to the gleaming chains.

     "Strip her," ordered the Headmaster.

     Nurse Shaw smiled darkly, removing Lisa's white blouse, then unbuckling and tugging
down the young girl's jeans.  Lisa blushed hotly when the nurse slid down her white cotton panties
and removed her small, white bra.

     "Climb in," commanded Stephen, his eyes roaming over Lisa's naked body.

     Lisa slowly approached the leather harness supported by the hanging chains and sat inside it.
Nurse Shaw grabbed Lisa's feet and slid them inside leather restraints attached to chains.  Nurse
Shaw closed the restraints tight around the naked girl's ankles while Stephen took Lisa's wrists and
raised them over her head, binding them in another set of restraints.  Secured within the harness, her
thin legs outspread, her arms held over her head, Lisa panted harshly for breath, terror welling
within her small belly.

     "I want to taste her," purred Nurse Shaw, opening her uniform blouse, revealing her black
leather bra that held her buxom breasts.

     "Help yourself," motioned Stephen expansively.

     Nurse Shaw walked between Lisa's open legs and crouched, licking each of Lisa's legs, then
sliding her tongue up Lisa's left thigh to her helpless pussy.

     "Please don't," begged Lisa, tears gathering beneath her warm brown eyes while Nurse
Shaw started licking her cunt, making her gasp in shock.

     "You'll learn to enjoy this.  You'll learn to enjoy many things before I am done with you,"
murmured Stephen into Lisa's right ear before he licked across her smooth right cheek.  Lisa
shuddered as Stephen fondled her small right breast, pinching her tiny nipple.

     Nurse Shaw lapped Lisa's young pussy, burying her nose in Lisa's small patch of brown
pubic hair, gnawing on the girl's tender labia.  The beautiful, red-haired woman thrust her tongue
into Lisa's slit, wriggled her probe within Lisa's wet vagina.

     "You're becoming flushed, my dear," whispered Stephen, squeezing Lisa's left tit, his cool
lips kissing the side of her neck.  Lisa groaned softly, her cunt glistening with moisture.  Stephen
yanked back on Lisa's hair and kissed her roughly, invading the girl's mouth with his tongue.  Lisa
moaned into Stephen's mouth, her tongue tentatively reaching out to caress his.  Stephen squeezed
and pinched Lisa's breast, sucking on the girl's mouth, flicking his tongue over hers.

     "She likes that," observed Nurse Shaw from between Lisa's bound legs.  Juices dripped
freely from the girl's pussy.  The nurse buried her mouth in Lisa's cunt, sucking out every sweet
drop of the young girl's honey.

     Headmaster Christopher left Lisa to work a small winch.  Lisa's head and torso were
lowered so that she lay completely horizontal within her harness.  Lisa watched Stephen as he
slipped out of his silk night pants, his cock stiff and thick, jutting out like a lance.  The Headmaster
dug his left hand into Lisa's thick hair, turned her face so that her lips were next to his quivering
prick.  Lisa wrapped her mouth around the Headmaster's shaft, began sucking deeply upon it.
Stephen moaned, closing his eyes and slowly pushing his cock deeper into the young girl's throat.

     Nurse Shaw ran her tongue up Lisa's cunt one last time, collecting the young girl's nectar.
Shaw went to a nearby table and snatched a black leather harness.  She fastened the harness around
her hips, an erect, black dildo thrust out from her crotch.  Stroking the hard, dark, plastic member,
Nurse Shaw returned to her place between Lisa's bound legs and rubbed the dildo head over the
girl's trembling cunt, lubricating the dong with Lisa's oozing cum.

     The Headmaster stroked Lisa's left cheek while the girl sucked on his cock, making the meat
shaft glisten with saliva from her fondling tongue.  Lisa moaned softly, overwhelmed with lust, her
lips tight around Stephen's member as she slid her lips up and down the Headmaster's prick,
slurping energetically.

     Nurse Shaw inserted the black dildo into Lisa's narrow pussy.  She shoved hard with her
hips, driving the dildo deep into Lisa's tight vagina.  Lisa groaned around the cock in her mouth as
Nurse Shaw pounded the dildo into her belly again and again.  The red-maned nurse wrapped her
hands around Lisa's legs, holding them while she thrust into the naked girl's sex, Lisa's juices
dripping across the dark shaft.

     Lisa filled her small mouth with Stephen's balls, sucked hungrily upon them.  The
Headmaster groaned, reaching down to fondle Lisa's young tits, stroking her stiff nipples with his
deft fingers.  Lisa ran her tongue up the bottom of Stephen's cock to the engorged, glistening head.
She slipped his prick into her mouth, sucking, drinking his cream.  Stephen shuddered, orgasming,
shooting his semen between Lisa's eager, pink lips.  Lisa swallowed, her throat working as she
devoured the Headmaster's milk.

     Nurse Shaw pounded harder into Lisa's pussy, slapping her crotch against the young girl's,
driving the dildo into Lisa's cunt over and over.  Nurse Shaw leaned over Lisa, licked Stephen's
cum from the girl's soft lips.  The girl and nurse kissed, Lisa drooling white cream into Nurse
Shaw's ravenous mouth.  Nurse Shaw grasped Lisa's slender hips, stabbed into the girl's clenching
vagina.  The fiery-haired woman thrust with her tight buttocks, pushing into Lisa until the bound
girl shuddered, her orgasm making her writhe in her chains.

     Lisa was drenched in sweat while Nurse Shaw knelt down to clean out her throbbing pussy
with an eager tongue.  Lisa bent her head back, opening her mouth to lick the droplets of cum
covering the Headmaster's cock.  Stephen held both sides of Lisa's lovely face, moaning happily,
rubbing the length of his shaft across Lisa's warm, caressing lips.
*****
 

Chapter 5

     "We better head back to the school," said Gwen, glancing up at the darkening sky through
the thick screen of tree branches overhead.

     "Yeah.  We're really close, I think," replied Jennifer, her eyes scanning the foliage ahead of
her.  Jennifer turned around to follow Gwen, unaware of the gray tentacle slithering out of the
bushes until it wrapped itself tightly around her left ankle.

     "Gwen!" shouted Jennifer as she fell, her eyes wide with terror.

     Gwen raised her pistol with both hands while more tentacles entwined around Jennifer's
fallen body, tugging her towards the bushes.

     "Let her go!" exclaimed Gwen, firing once above her head.

     A boy with black hair stepped out from behind a tree.  The boy's skin bubbled, then four
tentacles exploded from his chest, shooting forward to bind Gwen's arms and legs.  Gwen lost all
sensation in her arms, her pistol fell from limp fingers.  The boy smiled as a thick tendril wrapped
around Gwen's neck, cut off her supply of air.  Gwen choked as she fell to the soft ground, her
vision fading, Jennifer's screams the last thing that she heard.
*****
 

 
     Gwen struggled back to consciousness, her brain fuzzy and heavy inside her skull.  She
blinked her eyes, fighting to keep her eyelids open as she tugged weakly with her wrists.  Gwen
couldn't raise her arms, she looked down, and stiffened when she saw her wrists restrained by
glistening, pink tongues.  Revulsion welled up within Gwen, she struggled to free herself from her
moist bonds, but they held her more securely than metal.  The naked, young woman examined her
surroundings, an ovoid chamber that pulsed like a womb, the slimy walls giving off a soft, pink
light.  The air was warm and humid, Gwen noticed sweat beading across her bare skin.  She was
stretched out upon a long table that was uncomfortably warm against her body, as if she were laying
on a living thing, not just an object.

     An orifice opened along the far wall, beyond Gwen's feet.  A tall, sinuous alien with
gleaming gray skin, a bald, ovoid head, and soulless black eyes regarded Gwen like a lab specimen,
the tentacles suspended over his powerful shoulders twitching with suppressed excitement.

     "I'm a government agent.  My superiors know about you and they'll come for me," said
Gwen defiantly.

     "I do not fear your weak government.  By the time they act I will have an army prepared for
them.  With my race's superior technology I will destroy your primitive military and seize control of
this nation.  With millions of females to act as brooders, my people will overrun this planet, the
staging ground for our re-conquest of the stars," proclaimed the alien leader, drawing closer to
Gwen, his tentacles extending to stroke her long, smooth legs.

     "I will not submit!" shouted Gwen.

     "You have no choice, female.  You will become a brooder for the Race."

     Gwen's next refusal was cut off when a tentacle wrapped around her neck like a snake, the
bulbous head pushing into her mouth.  Gwen protested mutely, her groans ignored while the alien
leader climbed onto the table, his clawed hands cupping the young woman's full breasts.  The alien
leaned down, stretched out a long, drooling tongue that flicked over Gwen's brown nipples, teasing
them to hardness.  Gwen moaned, the tentacle between her lips twitching, pumping back and forth
within her throat.  The alien dragged his claws over Gwen's flat belly, dug them into her hips while
gray tendrils wrapped around her thighs and pried her legs apart.  Gwen's eyes widened when she
felt the tentacle caressing her pussy, the moist head stroking her dark bush of pubic hair.  The fat
head pushed into Gwen's cunt, slipping deeper and deeper into her vagina.  Gwen shivered, arching
her back, her tits aching as tendrils enfolded them and squeezed painfully.  Drool flowed down
Gwen's chin, the tentacle inside her mouth swelled, almost choking her before it burst, filling her
throat with thick, milky ichor.  The purple jizz gushed out of Gwen's lips, dripping down her flushed
cheeks.  The alien intently thrust into Gwen's pussy, holding her bleeding hips, his tendrils coating
her thighs with clinging slime.  Gwen was horrified when she realized her body was responding to
the alien's touch, her nipples were swollen and stiff, her cunt was on fire, juices dribbling across her
slit, lubricating her vagina for the alien penis to penetrate even deeper into her sex.  Tears of loathing
fell down Gwen's cum-stained cheeks, she moaned softly before the alien's tentacle entered her
mouth again and started pumping between her soft, wet lips.
******
 

     Jennifer didn't know how long she had been hanging by her wrists, her body perspiring and
feverish after she had been raped by one of her alien captors.  She could feel the alien's semen
between her legs, coating her pussy, an awful reminder of her violation.  Jennifer wept alone for a
time, despair crushing her heart.  She had been in the aliens' grasp before, she knew what they had
planned for her.  She would cease to be a person, she would become a tool, an implement of the
aliens, like a battery or an incubator.  Jennifer wished that she was dead, wished it more fervently
than she had for anything in her short life.

     An orifice opened along one of the throbbing, pink walls.  An alien entered the chamber,
approached Jennifer's hanging body.  The naked girl closed her eyes, fresh tears escaping as she
anticipated the assault about to take place.

     The alien stroked Jennifer's right cheek, collected some of her warm tears.

     "Jennifer," murmured the alien.

     Jennifer snapped her eyes open, carefully gazed at the alien in front of her.

     The gray alien's features melted and flowed, metamorphosing into the familiar human
features of David.

     "David!  You're..an alien?" gasped Jennifer in shock.

     "Yes," nodded David, reaching up to free the girl from her restraints.  "Do not be afraid, I'm
releasing you."

     Jennifer dropped to her bare feet.  The floor was warm, like standing on living skin.  Jennifer
swayed forward, fell against David's alien body.  When her legs were steadier, Jennifer pushed away
from David, feeling uncomfortable touching the boy's alien flesh.

     "The exit is this way, follow me," urged David, suppressing his own disappointment from
Jennifer's expression of disgust.

     "Wait!  I was with a woman, her name is Gwen!  And what about the other girls, like
Tami?" exclaimed Jennifer.

     "It's too dangerous to free them!  My brothers will kill us both if we're discovered!" replied
David.

     "This has to stop!" declared Jennifer stubbornly, crossing her arms beneath her bare breasts.

     David looked at the floor, his face warming.  "Yes, you are right, Jennifer."

     "Last time I destroyed an alien ship by overloading its engines, can we do that again?"

     "I can activate the ship's self-destruct and lock it so that no one will be able to override it,"
said David.  "But first I must see you to safety."

     Tentatively, Jennifer took David's large, gray hand and allowed him to lead her down
winding, intestinal-shaped passageways.  They reached a hatch and opened it, the sensation of cool,
fresh, night air made Jennifer's skin tingle.

     "I will go destroy this ship, I will try to free your friends too before it is too late," promised
David, gently holding both of Jennifer's small hands.

     "Thank you," smiled Jennifer.  Acting impulsively, the girl stood on tip-toe and kissed
David's lips.

     David smiled, he stroked Jennifer's warm cheek.

     "I love you."

     The hatch closed between Jennifer and the alien.  The air now felt chill against Jennifer's
nude body, she ran away from the alien ship, disappearing into the sheltering woods.
******
 

     David's tentacle jerked back violently, snapping his brother's neck with a loud crack.  David
pushed the dead alien onto the floor, not watching the corpse slowly melt into a puddle of steaming,
gray goo.  Stroking controls with his agile tentacles, David activated the ship's self-destruct, then
inputted an access code that only he would know, "Jennifer".  Satisfied, David left the auxiliary
control room, heading for the armory.
******
 

     The alien fucking Gwen stopped abruptly, his head jutting up to stare at the glowing ceiling.
Gwen struggled for breath, her naked body gleaming with purple goo and sweat, her large tits
pumping, her cunt demanding her lover's thick, sinuous shaft.  Gwen bit her lower lip to stifle a
moan of protest when the alien dismounted her and quickly left the chamber.  Gwen rubbed her
thighs together, reveling the sensation of her master's cum clinging to her legs.  The naked woman
licked the cream coating her lips, her burning body hungry for more of the alien's sensual attentions.
 

     "Who activated the self-destruct?" snapped Leader.

     "We do not know, we have been unable to disarm it," replied a drone nervously.

     "It must be Second, he has been acting rebelliously for some time.  The humans have
corrupted him," growled Leader.

     "There he is!" reported another drone, pointing at the approaching David.

     "Explain yourself, Second!" demanded Leader.

     David raised a long rifle and fired, blasting a large hole in one of the drone's torsos.  The
remaining drones charged David, but he shot them all, leaving their bodies melting on the deck.
Leader used the death of his drones to flee.  David aimed carefully, shooting Leader in the back.
The alien leader stumbled against a bulkhead, opened a hatch and slipped inside.  David pursued his
former leader, but could go no farther when he found the hatch locked from the other side.  The
passageway dimmed from bright pink to deep red.  David ran down the passage, hoping he could
reach an escape hatch.
*****
 

     A sharp crack of thunder froze Jennifer in mid-step.  An intense wave of heat and wind
blasted into the girl, hurling her off her feet.  She fell heavily onto the ground, small, dead branches
snapping beneath her.  Jennifer looked behind her, but she could see no fire, no bright light to mark
the alien ship's destruction.

     Rising to her feet, Jennifer resumed her long trek back to the campus.
*****

     The Leader was dying.  He could feel his life pouring out of him, flowing out of the plasma
wound burned upon his back.  The muscular, gray alien rested against a tree, wheezing for air, dark
blood escaping out of his lips.  He swore to himself that he would not die, the Race would not be
allowed to fall into extinction.
*****
 

     Headmaster Stephen Christopher locked his front door, then sauntered down a sidewalk
towards the dormitory, a bottle of wine tucked under his left arm.  He had a late night visit with Lisa
again tonight, she was an extraordinary girl, ripe and compliant, completely within his thrall.
Stephen hummed happily to himself, the air cold and invigorating as he walked.

     The bushes to Stephen's right rustled violently.  The Headmaster stopped, turned to peer
through the darkness at the foliage.  Two long, twitching tentacles shot forward, wrapped around the
Headmaster's arms.  The bottle of wine fell and shattered with a loud crash as Stephen was reeled
into the bushes, two glowing, red eyes burning into his terrified brain.
*****
 

     Lisa sat at her vanity table, applying a coat of the red lipstick that the Headmaster liked so
much.  She tousled her brown hair, pouting prettily, her heart heavy within her small chest.  She
hated being with the Headmaster, hated his lewd touch, his cold lips upon her skin.  Sighing in
resignation, Lisa adjusted the small, lacy, white bra that held her young breasts, ran her right hand
over her bare belly to the waistband of her white, g-string panties.  She was making sure her white
garters were secure when the expected knock sounded against her door.

     Rising from her bench, Lisa slowly went to the door, her stomach clenching as she unlocked
the door and opened it.

     "Hello, my dear," smiled Headmaster Christopher, entering Lisa's room and closing the door
behind him.  "Don't you look..tasty."

     Lisa smiled uneasily, brushing hair out of her pretty face.

     The Headmaster grasped Lisa's thin arms, kissed her roughly.  Lisa moaned softly,
reluctantly tilting her face up so Stephen could more easily french her warm mouth.  The
Headmaster placed his left arm against Lisa's back, held her tightly against him as he squeezed her
left buttock with his right hand.  Tentacles punched through Stephen's jacket, slithered around
Lisa's neck and legs.  Lisa's eyes widened, she struggled in the Headmaster's grip while his tongue
grew and extended down into her throat, the probe coated with an oily slime that made Lisa choke
until she swallowed.

     Stephen removed his long tongue from the girl's small mouth, licked her warm, flushed
cheek.

     "You will make an excellent brooder, female," smiled the Headmaster wolfishly, his eyes as
black as the void of space.

The End.