GEN¹³

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Caitlin walked into her bedroom, wiping her forehead with a wet towel as she made her way to the bathroom. Entering the white-walled room, the red-haired, young woman tossed the towel atop a clothesbasket then pulled her sweat-sodden tubetop over her head. She quickly removed her skintight workout shorts, then took off her sneakers and socks. Completely naked and covered in sticky perspiration, the tall, lithe heroine slid open the shower door and turned on a stream of water. As she waited for the water to grow nice and hot, Caitlin untied her ponytail, allowing her rich, fiery hair to fall past her creamy shoulders. She regarded her tightly muscled body within the bathroom's mirror, then winked at herself with one bright, green eye as she cupped her right breast with a gentle hand.

The shower indicated its readiness with a cloud of warm mist. Caitlin walked into the stall, then slid the door shut beside her. She moaned with pleasure as the hot water poured over her naked body, washing the sweat and grime of her workout away in a river of indulgent bliss. Caitlin pushed her face into the water stream, stroking her red hair with her hands as the liquid cleansed and relaxed her. The nude female picked up a bar of soap, then lathered it over her tight stomach and large, jutting breasts. Washing clean her stomach and torso, Caitlin rubbed the soap bar over her round, shapely ass. She moaned softly as the water poured down her butt and inbetween her ass cheeks, stimulating her pussy inadvertantly.

Caitlin had been taught never to masturbate, and she had followed that lesson all of her life. However, with her many adventures, being tied up and put in bondage time after time, being exposed to Grunge's and Freefall's lewd behavior, and having Sarah look at her hungrily every day, the redhead found it more difficult to restrain her budding sexuality. Tentatively, almost fearfully, Caitlin slowly lathered her pussy, keeping the shower stream pouring over her bare bottom. The melting soap felt good on her cunt, it made her warm and tingly with sensual pleasure. She pressed the soap more firmly onto her snatch, rubbing back and forth with greater strength and speed as her body grew warmer with arousal. Caitlin's breath grew louder and quicker, small gasps escaping her full, red lips as she thrust her ass towards the showerhead. Returning the much reduced soapbar to the wall, Caitlin pressed the fingers of her right hand inbetween her slim thighs, caressing her throbbing pussy urgently as her womb grew hot with excitement.

"Cat, are you almost done?" inquired Sarah as she walked into the bathroom and gasped at her friend's hunched, compromising position.

"Oh, Cat," murmured the dusky-skinned indian girl as she regarded Caitlin's obscured form with wide eyes and an emerging smile.

"Uh, yeah, I'm done now," stammered Caitlin as she quickly rinsed off her slick pussy, then slid the shower door wide enough to grab a nearby towel and pull it inside.

Sarah grinned slyly as the redhead carefully left the shower, fastening the large, white towel around her body. Caitlin smiled sheepishly, then hastened to leave the bathroom as swiftly as her long legs could carry her. Sarah turned to watch her friend and teammate leave, then she followed, swaying slightly like an advancing predator. Caitlin spun to face Sarah, then lowered her green eyes to the carpeted floor.

"It's not what you think," murmured Caitlin shamefully. "I don't normally act that way."

"Why not? It's perfectly natural," replied Sarah as she drew close to the tall girl and placed warm hands on her shoulders. "We all need a sexual release now and then."

"But it's wrong," insisted Caitlin as her face grew hot with embarrassment.

"No, it's right. It's oh so right," whispered Sarah in Caitlin's left ear as she hugged the young woman close to her own lithe body.

"Please, I'm not a lesbian or bi like you," protested Cat as she gently struggled to get away.

"I'm just flexible, it makes life much more interesting," replied the indian with a smile as she held on to Caitlin, slowly kissing the back of the girl's neck as she slid her right hand down to the redhead's crotch.

Caitlin slowly went limp, leaning against Sarah's warm body as the raven-haired girl kissed and licked the white flesh of her shoulders and back. Sarah pulled away Caitlin's towel, allowing her to caress and admire the tall girl's lush figure. The tanned girl gently pushed Caitlin onto the bed face first, forcing the young woman's round ass to thrust upwards. Sarah ran her hands over her friend's warm, smooth skin, sliding probing fingers down to the prone girl's quivering cunt. Caitlin bit her lower lip as Sarah ran her fingers up her slit, caressing moist, pink labia lips with a slow, savoring motion.

"You're so sexy," purred Sarah before she knelt down to kiss Caitlin's ass, licking the girl's creamy flesh and relishing the taste. Caitlin moaned softly, her hands clenching uncontrollably until she grabbed the edge of the bed and held on firmly. Soft, red hair fell across her face as Sarah tentatively licked her pussy, then more insistantly lapped the lips of her vagina. Caitlin's ass pumped up and down as she thrust her cunt wantonly on Sarah's mouth, her body hungry for attention as her lover nuzzled deeply into her fuckhole. Sarah's tongue slid deeply into Caitlin's womb, her probe caressing and stroking hot, pink flesh until streams of honey flowed onto her waiting lips.

Sarah backed away from Caitlin's glistening, twitching body, then helped the redhead turn around to lay on her back. After quickly disrobing, the raven-haired heroine slowly climbed on top of Caitlin's prone form, then lowered her head to kiss the girl passionately on the mouth. Caitlin could taste her own cum on Sarah's lips, but she didn't stop sucking slutfully on her girlfriend's mouth. The two young women entwined their tongues in a lustful coupling, then their mouths parted so that Caitlin could sample Sarah's pert, round breasts. The redhead inhaled Sarah's strong, intoxicating musk as she licked and sucked on the tanned girl's tits, gently biting the brown nipples until they grew hard with arousal. Sarah moaned with pleasure, grinding her black-haired bush against Caitlin's red mound of pubic hair. After Sarah's breasts were sore and slick with Caitlin's saliva, the indian girl spun around so that she could see the redhead's dripping slit. Sarah lowered her naked body on top of Caitlin's pale flesh, then both girls proceeded to eat out each other's pussies. Female moans and pants of sensual pleasure filled the dark room as the girls buried their faces in each other's muffs. Breasts were crushed against sweat-slick skin, limbs shook and writhed in orgasmic ecstasy, and taut stomachs slid across each other as the girls pleasured each other endlessly. After several orgasms each, Sarah finally dismounted from Caitlin's nude form, plopping down next to her on the perspiration-soaked sheets.

"Not bad for a virgin," panted Sarah as she brushed away a strand of slick, black hair.

"I'm not one anymore," retorted Caitlin with a grin as she laid a bare arm across Sarah's heaving breasts.

"Not with women, but someday we'll have to find you some cock to suck on," remarked Sarah with a slutful smile. "Maybe Grunge or Burnout, huh?"

"No, maybe someone older," said Caitlin with a wistful glance at the ceiling.

"Yeah, whatever," replied Sarah with a wary expression. "Let's talk about something else for awhile."

"You've been given a generous amount of funds and resources, we expect nothing less than complete success," said the richly dressed executive coldly. "Aztechnology does not accept failure lightly."

"And I'm not accustomed to failing my contracts," replied Ivana with an icy glare before she took a long drag on her cigarette.

"Good. Then we should both get what we want from this deal," retorted the suit as he rose from his chair, picked up his leather briefcase, then left the room with merely a nod of farewell.

"Asshole," muttered Ivana darkly as she rose from her own seat, then left the private room of the uptown club for her waiting limo. As the vehicle slid into motion, the black-haired woman tossed her spent cigarette into the street, then closed her window before lighting a new one.

"How did it go?" inquired Bliss from her seat next to the pale-fleshed former director of a secret U.S. service.

"About how I expected it to go. They wittled my asking price down, but I took that into account when I made my estimates. We'll make a nice sum after this is all over," replied Ivana coolly.

"You still don't want to use DV8 for this?" asked Bliss curiously.

"No. Gen13 knows them too well. I'm going to hire some free agents for this one. There won't be any ties to me, plus no liability if things turn to shit."

"Who do we hit first?"

"Freefall. That little bitch will be the means of Gen13's destruction," said Ivana with a vicious grin.

====

Roxy tiptoed out of the dark manor house, clutching her small purse tightly to her pert breasts. With everyone asleep, the young woman had the perfect opportunity to slip out and enjoy a little illicit nightlife. Closing the main door softly, Roxanne used her power to affect gravity in order to make her body lighter, allowing her to run at a lightning pace across the smooth, well-kept grounds to the outer wall of the compound. With a running leap, Roxy sailed across the brick wall surrounding the manor, touching down lightly upon the street before resuming her swift escape from Mr. Lynch and his stifling discipline. Running effortlessly down nearly abandoned streets, Roxy travelled downtown, to a customer-choked club called the Sinner's Inn. Slowing to a normal walk, the petite girl scouted out the club, searching for an easy way to get in.

"Hey, sweet thing! Why don't you come party with me!" bellowed a wild-haired young man dressed in leather pants and a flashy vest.

Sensing an opportunity for an easy entrance, Roxy smiled charmingly, then sauntered over to the teetering man as he took a swig from a small bottle of booze.

"You are one fine piece of ass!" slobbered the partyman as he leered openly at Roxy's short skirt, knee-length socks, and torn blouse.

"Thanks, you're pretty hot yourself," replied Roxy in honeyed tones while she snuggled close to the drunk man and looked up into his bleary eyes.

"That's right! I'm one grade-A stud," preened the man as he wrapped an arm around Roxy's small waist, then peered down at her with blinking orbs. The couple moved rapidly up the line, until finally a burly club doorman glanced quickly at them, then waved them inside. Once inside the club, music poured over Roxy's slim body, making her flesh vibrate as ten-foot tall speakers punched the performing band's tunes into the writhing crowd.

"See ya later," shouted Roxy over the noise as she nimbly slid out of the drunk man's grasp, then quickly disappeared into the tightly packed crowd.

"Hey! Come back!" yelled the lanky man before he stumbled into a nearby couple sitting at the bar.

Roxy dodged and twisted around laughing and dancing people, making her way deeply into the milling throng until she felt safe from her clutching escort. Watching the band with wide, appreciative eyes, the young woman gave herself to the music, let it loosen her muscles and move her hips in swaying, seductive motions.

An hour passed quickly as Roxy danced with many handsome men. She drank beer that was offered to her, slowly forgetting her problems and heavy responsibilities. Several hours past midnight, Roxy was leaning against the bar, her mind numb with liquor and loud noise, when an attractive redhead dressed in a skintight black bodysuit stumbled forward and crashed into her.

"Sorry," mumbled the fiery-maned girl as she laid a cool hand on Roxy's bare arm.

"That's okay..." began the brunette just before a sharp needle pierced her skin and flooded her bloodstream with a strange chemical. Roxy instantly grew woozy and limp, easy prey for the redhead who wrapped an arm around her waist, then slowly guided her out of the painfully loud club. Once outside, cool air brushed across Roxy's face as the strange young woman pulled her towards a waiting black van. The side door slid open silently, revealing a purple-haired girl with sharply pointed ears.

"Help me get the little bitch inside," snarled the redhead as she pushed the limp Roxy towards the van's interior. The violet-haired Elf didn't reply, but she did scowl darkly while she grabbed Roxy's small wrists and pulled her inside the dark vehicle. The redhead slid the sidedoor shut, then quickly ran to the driver's side and jumped within. The engine purred to life, then rumbled deeply as the girl accelerated and sped away from the busy club district. The Elf girl carefully lowered Roxy onto a fixed cot, then attached thick straps across her breasts, waist, and legs. The prone girl struggled feebly in her bonds, attempting to marshal enough strength to use her mutant ability. Before Roxy could focus her will, the Elf poured liquid onto a cotton cloth, then pressed the cloth firmly against her slack mouth. The young woman moaned weakly, helpless as the drug filled her nose and throat, plunging her into black repose.

Slowly, Roxy awoke from her drug-induced stupor. The young woman grunted softly as she struggled to rise, prohibited by leather straps fastened to her wrists, neck, and ankles. The dark-haired girl's clothes were gone, only her red-bow panties and white bra remained on her. Pink bangs obscured Roxy's vision as the purple-haired Elf girl and a stocky, green-skinned Ork emerged into the sterile lab and stood regarding their bound prisoner.

"Nice looking little slitch," rumbled the Ork as he leered at Roxy's panty-covered crotch and teasing bra.

"Yeah, she's okay," agreed the Elf reluctantly.

"What's say we have some fun with her before the doc inserts the wire in her head," smirked the burly Ork.

"Whatever tugs your bobber, Kelly," replied the violet-haired girl with an uncaring shrug.

"Don't you ever get excited, Aleatha?" asked Kelly as he stomped towards the struggling Roxy with clawed hands clenching and unclenching.

"I like my lovers a little more enthusiastic," retorted Aleatha with a toss of her long tresses.

"I don't. I like them frightened and helpless," whispered the Ork before he reached the head of the metal lab table that Roxy was bound to. Kelly reached out to softly stroke Roxanne's short, black hair, then ran a dirty claw across her smooth right cheek.

"I definitely like you," murmured Kelly just as he lurched down and kissed the helpless young woman obscenely on the mouth. Roxy moaned loudly with wide eyes, her throat feeling violated as Kelly forced his large, slimy tongue past her red lips. Kelly savored Roxy's taste as he sucked loudly on her mouth, drool escaping to drip down the protesting girl's cheeks and chin. Aleatha watched the tableau without emotion, then she approached the underside of the cold table in order to lower it to the level of Kelly's crotch. The Ork released Roxy's lips, licking his black tongue across her face disgustingly. Roxy sputtered and gasped for air, her skin burning with repulsion against the creature ravaging her.

Kelly grinned cruelly as he unzipped his baggy trousers, releasing a dangling cock surrounded by green pubic hair. Roxy snarled with disgust, which made the Ork even more aroused as he moved his member closer to the bound girl's face. Aleatha knelt inbetween Roxy's tied legs, pulling the girl's panties aside to gaze at a mound of black pubic hair. Lowering her head, the Elf girl nuzzled Roxy's pussy, sucking hungrily on her trembling labia. Roxy gasped for breath, her body hot with unconscious arousal as her cunt was teased by Aleatha's wet tongue. Kelly rubbed his smelly cock across Roxy's nose and mouth, staining her pale skin with his sticky fluid.

"You like that, don't you bitch?" growled the Ork before he shoved his meat into Roxy's slack mouth, driving his pole so deeply into her throat that she gagged loudly in protest. Kelly grabbed Roxy's head tightly in his meaty hands, forcing her to take his cock into her mouth as he thrust back and forth into her. Aleatha sucked and licked on the pink flesh of Roxy's pussy, making the flowery oriface wet with honey as the girl's slit clenched with lust. The Elf girl tortured the desperate cunt, licking Roxy's smooth inner thighs, then briefly inserting a delicate tongue into the naked girl's asshole. Sweat dripped from Roxanne's pearl-hued skin, her flesh hot with sexual stimuli as Kelly's thick cock slid past her warm, red lips.

"Suck it, whore!" ordered the Ork violently, punctuating his demand with a painful pull on Roxy's black hair. Helplessly, the bound girl complied, tentatively sucking on her burly captor's engorged tool. Kelly groaned with pleasure, closing his cruel eyes as he thrust his crotch against Roxy's lovely face. Aleatha bit Roxy's fleshy labia petals, tasting the young woman's sex with relish. The Elf spread Roxy's labia folds apart, exposing the girl's dripping fuckhole and hardened clit. Aleatha moved her head between Roxy's firm thighs, plunging her tongue deeply into the helpless girl's pink vagina. Cum gushed over the Elf girl's mouth, filling her nostrils with musky, feminine perfume as she buried her face in Roxy's throbbing snatch. Roxanne trembled in anticipation, her body vibrating with impending release under the combined stimulation of Kelly's cock in her small mouth and Aleatha's insatiable tongue in her tight cunt. Roxy moaned around the Ork meat within her lips, her crotch melting as torrents of cream spewed from her womb into the Elf girl's open mouth.

"Are you two about finished?" asked Ivana coldly from the lab's entrance.

"Uh, sure," mumbled Kelly as he quickly fastened his pants shut, then walked carefully to where the slim brunette waited. Aleatha wiped glistening cum from her mouth with her right arm, then stood up and moved to the side of the large room.

"You may begin, Dr. Franklin," urged Ivana with a motion of her right hand, signalling a thin, old man with distorted spectacles and patches of white hair to move forward.

Caitlin and Sarah sat upon the living room's large couch, the tanned girl laying across the redhead's lap. Caitlin idly ran her left hand through Sarah's long, straight, black hair as they both watched the latest "Party of Five".

"I wouldn't mind licking out Neve someday," remarked Sarah with a lascivious smile.

"You're such a slut," replied Caitlin with her own soft grin.

Before Sarah could retort, bright lights snapped on outside the manor, heralded by internal alarms from the home's security systems. Both young women leapt from the couch, running quickly to the house's main door and swinging it open. Roxy stood just outside the outer gates, regarding the manor emotionlessly. Caitlin ran across the grounds while Sarah floated into the air and flew to her waiting friend.

"Rox, are you okay?" inquired Caitlin as she keyed open the gates, then rushed forward to hug the stationary girl warmly.

"I'm fine, if you let me breathe," mumbled Roxy from within Cat's crushing embrace.

Caitlin released Roxy with a chagrined smile, then turned as Sarah landed quietly and moved to stand next to the redhead.

"Lynch is going to kill you for going out," warned Sarah with a frown.

"I'll be fine," dismissed Roxy as she elbowed past the two girls, marching with determination towards the brightly illuminated manor.

"What the hell's going on?" asked Lynch as he emerged from the house's doorway. "Roxanne, where the blazes have you been?"

"Out," replied Roxy before she pushed past her irate guardian and walked towards her bedroom.

"This isn't the end of it, Roxanne," promised Lynch before he returned downstairs angrily. The yard lights went dark and the alarms turned silent as Caitlin and Sarah returned to the house. The two girls climbed the manor's wide staircase, then walked across a long hallway towards Roxy's bedroom when they noticed that their friend was in another room. Peering inside, Caitlin and Sarah stared wide-eyed as Roxy used a linked terminal to shut down all of the manor's alarms and security systems.

"Rox, what're you doing?" asked Caitlin with concern, since Roxanne had never had any interest in computers before.

"Trying to access a game," lied Roxy before she turned off the monitor and spun to face her two friends. She smiled innocently, folding her hands behind her back.

"Are you feeling well?" asked Cat as she entered the room, followed closely by Sarah.

"Couldn't be better," replied Roxy as she looked up into Caitlin's large, green eyes.

An explosion ended Roxanne's sentence, followed by the roar of an armored van as it tore through the outer gates and sped across the grass towards the main entrance. Before Caitlin or Sarah could react, Roxy used her power, making Cat so heavy that she slammed to her knees painfully. With a glance, Roxy turned Sarah light as air, sending her smashing into the ceiling, knocking the air from her lungs. Roxy ran from the study room, breaking contact with Sarah which sent the raven-haired girl plummeting to the floor. Roxy ran down the main staircase, heedless as the entrance door exploded into a cloud of wood shavings. Kelly entered the house first, armed with a rotary cannon and a backpack of ammo. When Burnout appeared on the second story balcony, the Ork opened fire, shredding the young man apart into a smear of gore. Aleatha came in next, her small hands glowing with eldritch energy as she searched warily for a target. A third man followed the Ork and Elf, dressed in jeans and a light black coat. He carried a lethal autorifle that he pointed in a sweeping arc, covering the entire foyer as Kelly and Aleatha advanced deeper into the house.

"We're in," reported the man into an active headset.

"Be careful, Shepherd. I want the females alive, you can kill everyone else," replied Ivana from a far-off command post.

"Roger," acknowledged Shepherd before he smoothly climbed the stairs, the laser sight on his rifle emitting a frightening lance of red light as he held the weapon tightly in both hands.

Grunge staggered outside his room, vainly trying to pull up a pair of shorts as Shepherd stabbed him with his beam sight. The expressionless, bearded man fired a long burst from his rifle, armor-piercing slugs punching into Grunge's yielding skin. The wounded hero pressed his hand against the manor's wall, unconsciously using his power to take on the texture of the wall's surface. Unfortunately, the wall was not reinforced, but very breakable as Shepherd emptied his clip into Grunge, punching fatal holes into the helpless young man's body.

Sarah staggered out of the study room, her head throbbing as she witnessed Grunge die in a hail of gunfire. Snarling with rage, Sarah raised her right hand, unleashing a stream of blinding lightning that coiled and burned Shepherd's flesh. The attacker screamed in agony, falling limply to the ground as his skin and clothing smoked. Sarah walked forward, lightning gathering in her hands as she prepared to release a killing volley at the prone invader. Without warning, a greenish bolt smashed into Sarah's body, making her go limp as she fell unconscious to the floor. Kelly charged up the stairs, holding his cannon at the ready as his gaze turned to his prone partner.

"Shepherd! I'll kill that fucking indian bitch!" spat the Ork while he raised his heavy weapon.

"Kelly! Don't!" admonished Aleatha just as Caitlin stumbled into the hallway. Instinctively, Kelly opened fire with the rotary cannon, thousands of rounds filling the passage as they tore into Caitlin's tall form. Armor-piercing bullets ripped into Caitlin, tearing her dress into strips of loose cloth. Naked but unwounded, Cat stalked forward, anger marring her alluring beauty as she closed in on the two intruders. Frowning with concentration, Aleatha thrust out her right hand, casting another Mana Bolt that shot forward and buried itself in Caitlin's flat stomach. Cat grunted in pain as magical energy overwhelmed her muscles and nerves, casting her brain into black numbness. The naked young woman fell onto her stomach, her limbs slack with unconsciousness as the Elf and Ork slowly walked forward.

"Shepherd's still alive, he's just severely shocked," pronounced Aleatha while she walked over the prone bodies of Caitlin and Sarah. Kneeling beside the helpless man, the Elf girl invoked Healing magic just as the house shook with an underground explosion.

"The little slitch did her job," commented Kelly with a terse nod of approval.

"Call the chopper in," said Aleatha as she poured some of her lifeforce into Shepherd's prone form.

Talking softly into a hand transmitter, Kelly communicated with their waiting transport, then looked down at the kneeling Elf girl.

"They're on their way," confirmed the Ork.

"Go back to the van and get the explosives. You know what to do," ordered Aleatha coolly.

"Yes, ma'am, Queen Aleatha," snarled Kelly before he returned to the staircase and descended to the waiting van. The Elf girl smiled smugly as she helped a groggy Shepherd to his feet, then moved to pick up Sarah and drag her outside. Shaking his head groggily, Shepherd stumbled to Caitlin's limp body, then whistled appreciatively at the naked girl's smooth ass and delicious legs. Grabbing Cat under the armpits, which fortunately allowed him to cup her large, round breasts, Shepherd dragged the heavy girl down the stairs to the wide open grounds, where Aleatha waited with Sarah in her arms. A black helicopter descended nearly silently to the ground, a side door opening to reveal Ivana in a tight, black, rubber bodystocking and her hair in a severe bun.

"Move your asses, people!" urged the domineering female as she beckoned with her hand. Aleatha and Shepherd moved forward with their loads, reaching the open hatchway and pushing the unconscious women inside. Roxy ran from the manor, quickly reaching the chopper and climbing nimbly inside. Kelly emerged from the damaged house, waving his right arm before returning to the van and swinging the vehicle towards the torn gates. The helicopter rose into the clear, night sky, its blades making very little noise as it ascended into the heavens and charged south. Ivana squatted near the cockpit, pitching her voice over the chopper's engine.

"Kelly, blow the place!" ordered the raven-haired woman.

Nearly instantaneously, the manor house and home of Gen13 exploded in a bright flash of raging fire. A violet shockwave expanded from the center of the blast, rippling the ground and shattering the outer wall like a toy fence.

"So much for Gen13 and dear Lynch's little dream," crowed Ivana smugly as she watched the debris of the manor rain down into a large, smoking crater.

====

The secret installation was deep within the South American jungle. Guard posts were placed at even intervals within the tall trees, and guards watched from hidden nests in a impenetrable perimeter. Four camouflaged bunkers sat within the cordon, hidden by thick foliage and high-tech stealth systems. Behind the main bunker, there was a large shadowed area concealed by long-reaching branches and leaves. A squad of Hispanic guards stood or sat in the clearing, watching with amusement and excitement as Roxy humped a prone guard enthusiastically. A second guard stood in front of Roxanne, grunting with pleasure as she leaned forward to suck wantonly on his engorged cock. Yet a third man stood behind the naked young woman, shoving his cock into Roxy's tight, clenching asshole. Sweat and cum coated Roxy's bare skin, the deposits of several guards that had already taken turns with her. Roxy closed her eyes with arousal as she savored the taste of the standing soldier's meat, her moist, red lips caressing and stroking the rock-hard pole as she moved her head back and forth. The brunette girl's hips slid up and down erotically, her smooth ass bumping the prone guard's crotch as her pussy fastened like a vice on the panting man's tool.

Ivana stood before a collection of monitors, watching dispassionately as the soldiers in her pay took turns fucking Roxanne.

"So this is why you install a wire in the young woman's head, to turn her into a cheap whore," admonished a well-built man in a richly appointed, grey suit.

"I don't require the girl at the moment, and I like to keep my employees happy," retorted Ivana before she turned to regard the executive from Aztechnology.

"Where are the other two subjects?" asked the darkly handsome suit.

"I have them secured in a cell beneath this building," replied the slim brunette.

"My superiors want you to begin the lab tests immediately. Aztechnology desires to establish a monopoly in creating enhanced human beings."

"Never fear, Mr. Perez, you'll get what you paid for," reassured Ivana with a smile that bared her incisors.

"We always do, one way or another," said Mr. Perez as he bowed briefly, then left the monitor room.

"Want Flare to get them?" asked Bliss from a shadowed corner.

"Yes. Get Fairchild to Lab 2. Have Franklin begin a series of genetic mapping scans," ordered Ivana while she watched the exit door thoughtfully.

"How are you?" asked Sarah weakly as she sat chained to a cold, stone wall.

"I've been better, how about you?" inquired Caitlin while she stood manacled in place, her arms held above her head. Sarah retained her t-shirt and jeans, but Caitlin was still completely nude from her battle.

"I feel like a character in a bad B & D story," snorted Sarah as she jingled the manacles holding her slim arms up.

"Me too," replied Caitlin before a shiver coursed over her naked flesh. "I'm freezing in here."

"Then perhaps I can get your blood boiling," declared a loud voice from the cell's doorway. The red-haired woman that had captured Roxy walked confidently into the cell, dressed in a black, rubber bodysuit with a plunging bodice. Criss-crossing tie-strings lay across the young woman's cleavage, while stiletto-heeled shoes snuggled against her small feet. The redhead carried a black whip in her left hand as she ran black-gloved fingers through her rich, long tresses, her golden eyes regarding the bound Caitlin with avaricious hunger.

"What's going on? Why are we being kept here?" demanded Sarah angrily.

"Mistress Ivana wants you here, that's all the reason you need," spat the woman while she stood intimately close to Cat and ran a gloved hand over her bare, shapely ass.

"Hey! Don't touch me!" shouted Caitlin.

"The lovely bitch is shy, is that it?" whispered the redhead as she slid her right hand up Caitlin's bare back. "I think you need to relax a little."

The rubber-encased woman swayed away to the far side of the room, then uncoiled her whip and lashed quickly across Caitlin's ass. The tall girl screamed in pain and fright as the snarling woman whipped her back, ass, and thighs mercilessly. Angry, red welts marred Caitlin's smooth skin as her captor lashed out again, marking her inner right thigh with a fiery streak. Caitlin struggled in her wrist manacles, her great strength somehow neutralized, making her helpless and weak before the sadistic urges of her captor.

"That's it! Scream and moan, slut!" purred the fiery-maned woman as she raised her left hand and snapped the whip again. Leather kissed the flesh of Caitlin's ass, adding yet another welt to her vast collection. Cat's legs trembled with agony, yet her pussy grew warm and moist in helpless arousal.

"The whore likes it, doesn't she?" smirked Flare as she walked up behind Caitlin and reached around to cup the girl's large, right breast. "I can smell your cum trickling out right now."

"Please..stop," panted Caitlin as she hung her head low, her red hair plastered with sweat.

"But your body doesn't want me to stop," teased the woman before she reached down and fingered Cat's dripping cunt.

"Uhh...no," protested Caitlin weakly, her tits heaving with exhaustion. The lithe woman ignored Cat's pleas, she instead began licking the bound girl's neck and shoulders, relishing the taste of Caitlin's sweat and skin. She moved the whip to her right hand, then rubbed the pommel of the instrument across Caitlin's trembling slit. Cat groaned softly, her legs slack as the woman pressed the pommel between her thighs and into her tight fucktunnel.

Sarah watched in awe and restrained excitement as her captor shoved the cum-slick whip pommel deeply into Caitlin's vagina, going back and forth in obscene pumping motions. Cat's round ass moved up and down as the thick pole slid into her womb, the cold leather stimulating the sensitive, pink flesh of her vagina. The woman leaned forward, pulling Caitlin's head back by the hair in order to kiss her forcefully on the mouth. Cat moaned weakly as the woman thrust a wet tongue past her slack lips, the soft probe caressing and entwining with her own tongue until her mouth was burning with submissive lust.

Parting with a stream of saliva, the woman spun Caitlin's nude body to face her, then bent forward to suck loudly on the girl's large breasts while she continued to shove the whip handle into Cat's tight cunt. Caitlin moaned loudly, her lips and chin dripping with another woman's saliva as her tits bobbed to the motion of the whip's penetrations. The girls' captor licked down the valley between Caitlin's bouncing breasts, enjoying the delicious, warm flesh of Cat's tits and stomach. The woman latched onto Caitlin's right breast, filling her mouth with hot, female meat, then biting painfully on the hardened, pink nipple. Caitlin cried out, then bit her lower lip as her ravager moved to the left tit, licking and sucking on the ripe melon until it was drenched in warm spit.

"Flare, quit fucking with the subject and get her to Lab 2, now!" commanded Ivana through the building's intercom system.

"Sorry, party's over," shrugged Flare before she reached up and kissed Caitlin wantonly on the lips. "I'm going to fuck you blue later. That's a promise."

Flare reached into a belt pouch, removing a thick, metal choke collar that she carefully fastened around Caitlin's slim neck. When the inhibitor device beeped its active status, the sultry female released Cat's manacles, then quickly pulled the girl's arms behind her back and fastened on a pair of metal handcuffs.

"Come on, my pretty fucktoy. The doc wants to poke and prod that luscious body of yours," breathed Flare hotly before she shoved the naked and exhausted Caitlin towards the waiting exit.

Lynch carefully made his way through the rubble, climbing out of the small pocket that had saved his life when the manor exploded. Ascending from what used to be the basement of the house, the tall, thin man finally reached the surface just as dawn broke across the horizon. Lynch stared at the ruins of his home for a long time, knowing that he was the only male survivor of the team.

"Ivana will die for this," swore the scarred man before he turned around and left the smoking crater behind.

Lynch walked for hours until he reached a safehouse that he had set up years ago. Going inside and locking the main door, Lynch stopped long enough to catch his breath, then he took a quick shower and bandaged his many small wounds. Sitting before a computer terminal, Lynch activated the machine, then typed in commands that allowed him access to the Matrix, the virtual computer network that linked the majority of the computers across the world. Engaging a search routine, Lynch found a private jet that was heading to South America, just what he needed to catch up to Ivana and her cohorts.

Lynch knew that Ivana had a secret facility in the south, and he knew that she would take his charges there since the base had labs and prisoner containment chambers. He had an inkling as to why Ivana would capture his girls, it was no secret that Aztechnology was looking for scientific techniques to mass produce gene-active humans. Since the great holocaust that had decimated Earth's super-hero community, many individuals and organizations were infusing vast resources into projects designed to synthesize the factors that allowed super-enhanced abilities. Cyberware and magic gave individuals great advantages, but wetware was expensive and invasive, while magic was even more rare than mutant talent.

Deducing that the corrupt Ivana had flown south to her hidden base, Lynch prepared his transportation, then began searching for information about an old friend that was reputed to still live in the ancient ruins of South America.

====

John Lynch narrowed his eyes against the glaring sun, searching the dense jungle foliage for the ancient temple reputed to be in the area. The journey to South America proved uneventful, allowing Lynch to gather supplies and weapons for the long trek into the untamed wilderness. At the moment, Lynch was dressed in full jungle attire, with a brimmed, brown hat and a bulky backpack. He carried an AK-98 rifle with integrated mini-grenade launcher, as well as an Ares Predator heavy pistol within a belt holster. Birds and other jungle denizens screeched and howled as the tall, thin man resumed his march, heading roughly southeast through the tall trees. An hour later, Lynch reached the edge of a large clearing, the ruined site of a once impressive temple.

Pumping a round into the firing chamber of the AK, Lynch quickly crossed the open clearing, then climbed the rubble-choked staircase to the dark opening at the summit. Snapping on a wide-beamed flashlight, he crept into the abandoned temple, playing the shaft of white light across decayed statues and wall carvings. Finding the main chamber empty, Lynch discovered a staircase leading down. Descending slowly, with flashlight in one hand and rifle in the other, he advanced into the stygian depths until he emerged into a round burial chamber. A central sarcophagus dominated the room, surrounded by dozens of alcoves within the walls filled with filth-encrusted skeletons. Heralded by a sharp, vicious hiss, a shadowy form sprang forward, knocking away Lynch's light while pinning him helplessly to a nearby wall.

"What are you doing here?" snarled a thin-faced woman with long, razor-sharp fangs.

"I...need..your..help," choked out Lynch as he struggled vainly in the emanciated woman's grasp.

"My help?" sputtered the woman before she broke out into surprised laughter. "I haven't been out of this damned crypt in over a decade, and you want me to help you?"

The black-haired woman released Lynch from her throat hold, then backed away to lean against the dusty tomb in the chamber's heart.

"Thank you, Rachel," began Lynch as he rubbed his bruised neck. "I see that you've retained your memorable charm."

"You always did appreciate it," retorted Rachel with a gleaming eye.

"I need you to help me free three young women kidnapped by Ivana Baiul. She's taken them to one of her secret installations not far from here. It'll be heavily guarded, and I can't break in alone."

"I need something in return," replied the bony female.

"What?" asked Lynch with a touch of apprehension.

"The only thing a vampire ever truly needs, blood," answered Rachel achingly.

Lynch stared at Rachel blankly for several moments, then sighed softly to himself in resignation.

"I'll do whatever I have to in order to save my girls," agreed the scarred man before Rachel came forward in a blur and stood so close her withered breasts rubbed against his chest.

"Then we have a deal," whispered Rachel as she slowly pulled away Lynch's jacket and shirt from his tanned neck. The raven-tressed woman sniffed his musky scent, then slowly slid her fangs into his rough flesh. Lynch ground his teeth together as a cold numbness blossomed from his neck and covered his shoulder and left arm. Rachel sucked loudly on his neck, feeding ravenously on the man's rich lifeblood. As she took the blood into her dried out body, muscle and flesh regenerated on her thin frame. Legs, stomach, and breasts grew lush and firm, skin transformed from wrinkled parchment to smooth silk. Rachel's hair became lustrous and full, while her face became alluring and her lips grew red with vitality.

Lynch grew limp against the cold, stone wall, his strength fading as it transferred to the starving vampiress. With a strangled, agonizing groan, Rachel withdrew her fangs from his flesh, her body restored to the appearance of a wanton goddess.

"I feel better already," smiled Rachel seductively before she ran a long-nailed finger across Lynch's left cheek. "Rest here. I'll hunt something for you to eat so you can regain your strength."

Bowing low at the waist, which exposed a generous view of her smooth cleavage, Rachel flew from the room, the motion too quick for Lynch to follow as she sailed out into the dusk to hunt the animals of the jungle once more.

Nebula sat alone as two joygirls stood on stage rubbing and caressing each other's naked bodies. Tuneless, glass-shaking music blared across the lightly occupied club while the strippers frenched each other for the audience's amusement. An out of place suit entered the building, scanning the room's decrepit occupants until he spotted the redhead alone at a corner table. Nebula was dressed in slick, red shorts, fishnet stockings, knee boots, and a loose, leather vest. The shadow girl had sheathed knives in her boots, a Predator at her hip, and glinting razor nails on her delicate-looking hands as she glanced up at the Mr. Johnson, then lowered her silver-eyed gaze back to her half-empty beer bottle.

"Ms. Nebula," greeted Mr. Johnson before he sat primly upon an opposing chair, then glanced distastefully at the drunk, dull-eyed patrons around him.

"I want to keep this short. My employer wishes to hire you for a mission in South America, there is a hidden base conducting research that my corporation wants stopped immediately. If you agree to take the assignment, I can give you a certified cred stick for five-hundred thousand nguyen, plus another three-hundred thousand upon successful completion of your task. Are you interested, Ms. Nebula?"

"Who's running the lab?" asked Nebula distantly.

"Ivana Baiul, a former director of I.O., now an independent contracted with Aztechnology," replied Johnson tersely.

"Aztech's pretty big down south," commented Nebula. "Are they providing major support to this Ivana slitch?"

"As far as our intel can determine, Aztechnology is merely providing financial backing, nothing more," said Mr. Johnson.

"Well, that's something," commented Nebula. "Okay, I'll take it."

"Good. I have a private jet fueled and ready to depart at your convenience," informed the suit as he rose to his feet. "This cred stick has all the relevant information for your journey. Good luck."

"Thanks," muttered the redhead before she accepted the golden, palm-sized cylinder from the executive. Nodding in farewell, Mr. Johnson quickly exited the foul-odored club, linking up with two body guards watching a black limo parked near the curb.

"Eight-hundred K, not bad for a little scortch and burn," murmured Nebula before she finished her beer, then sauntered out of the strip club for her doss and stowed equipment.

Ivana reclined upon the red, silk sheets of her large bed, sipping from a crystal glass of wine as Dr. Franklin stood apprehensively at the foot of the bed with a sheaf of notes.

"I've finished my preliminary scans of Ms. Fairchild. I believe that I have isolated several of the gene strands that grant her increased strength and resiliance to damage."

"When can you replicate those strands in another human being?" asked Ivana coolly.

"It will be several months, at least," replied Franklin while his forehead beaded with nervous sweat. "The chemistry involved is quite complex, I'm going to have to build several pieces of unique equipment to perform the operation."

"You have two weeks," said Ivana with a cold stare.

"What?! That's preposterous! It can't be done!" sputtered the old man.

"You'll do it, or you're fired," stated Ivana as she lifted a laser-sighted pistol with her right hand and pointed the beam of ruby light straight between Franklin's widened eyes.

"Umm, I'll do my best," stammered the doctor while his bulging eyes focused on the bright beam of light.

"I'm sure you will, doctor," smiled Ivana as her gun's aim remained firm.

Bowing at the waist, Franklin quickly exited the ornate bedroom, followed moments later by the entrance of Roxy. The young woman wore a thin, golden teddy that exposed her slim legs and firm ass. Although the night garment was clean, Roxy herself was coated in dried cum and sweat, her short hair plastered to her head or spiked in several directions. Crusty mancream hung from her soft, red lips, small flakes falling to the floor as she smiled warmly at her mistress.

"My, you've had a busy day, haven't you," smiled Ivana indulgently as she admired Roxy's whorish appearance. "Did every guard in my employ fuck you senseless?"

"Yes, mistress," whispered Roxanne huskily as she knelt upon the edge of the bed, leaning forward to exhibit her jism-caked breasts.

"Good girl," nodded Ivana with approval. "I'm glad that you're earning your keep. Here, have something to eat."

The raven-haired dominatrix dipped a ripe strawberry into a small bowl of cream on her nightstand, then dangled the fruit teasingly before Roxy. The slim girl crawled forward, extending her tongue to lick the fruit as her moist lips closed around the offering. Ivana held onto the strawberry, pulling it backwards until Roxy's lovely face was right next to her own. The woman placed the cream-drenched fruit on her mouth, forcing Roxy to press her own lips against her cruel captor's. Roxanne ate the sweet fruit, then submissively allowed Ivana to devour her lips with a cool mouth and tongue. Ivana ran her fingers through the girl's filthy, black hair, pulling Roxy's head back to expose her bare throat. Ivana licked down Roxanne's smooth neck, then nibbled the young woman's flesh till she reached her pert tits. The pale-skinned woman pulled down the shoulder straps of the teddy, unwrapping Roxy's torso for ravishing.

Ivana fastened her lips on Roxy's left breast, sucking loudly and wetly as she filled her mouth with the girl's sweet, cum-soaked flesh. Roxy moaned loudly, wrapping her arms around Ivana's neck and pressing the woman's face into her warm bosom.

Sarah Rainmaker languished in her cell, her slim arms chained above her head as she sat on cold stone. The deeply tanned indian girl stared at the empty manacles dangling in the center of the small room, restraints that had once held her friend and lover, Caitlin Fairchild. Hours had passed since Flare had ravaged Cat, then taken the girl away for some kind of experiment. Black hair fell across Sarah's beautiful face, obscuring her vision as the cell door opened and two soldiers stepped inside.

"The bitch is pretty, no?" commented one of the guards in Spanish.

"You were right, let's have some fun with her," agreed the second man before they both walked forward to stand before the fearful young woman.

"What's going on? What the hell do you guys want?" demanded Sarah with false bravado.

One of the guards removed an inhibitor collar from his webbing, then roughly fastened the metal device over Sarah's neck. The second guard released the struggling girl from her manacles, then slapped her hard across the face. Sarah fell prone to the stone floor, her cheek burning as one of the men turned her onto her back, then tore the t-shirt from her torso. The second man pulled off Sarah's jeans as the first guard held her arms down over her head. The soldier at her legs spread her thighs apart, grinning as he stared at her exposed bush.

"Let me go!" screamed Sarah as she watched the guard kneeling in front of her slide forward to cup and fondle her round tits. The indian girl fought vainly as the man pinched her nipples, pulling them painfully until they were cherry-red with bruising. The guard holding her wrists leaned down, licking her face with a thick, wet tongue before he thrust his probe into her delicate mouth. Sarah moaned loudly in protest, her eyes wide with alarm as the man kneeling between her legs began sucking and licking her tits hungrily. Drool trickled down her flat stomach as the two men ravished her naked body. The guard kissing her pulled away, dripping spit across her nose and mouth before he slapped her across the face, weakening her enough to make it safe to let go of her arms. Quickly, the man unfastened his combat pants, pulling out a hardening cock that he slowly rubbed across Sarah's assaulted nostrils. The second soldier licked and sucked on the prone girl's skin, proceeding down her stomach to her helpless snatch. Sarah trembled in disgust as the guard licked the lips of her pussy, then nuzzled her thick batch of dark pubic hair. The soldier at her face pressed his cock against her wet lips, then dragged the engorged member over her smooth cheeks. Sarah closed her eyes, moving her head from side to side in futile denial.

Ivana sat against the headboard of her bed, her thighs spread apart as Roxy knelt in front of her, lapping her glistening cunt happily. The naked woman ran both hands through the girl's thick hair, pressing Roxy's face into the throbbing slit before her. Roxy slid her tongue into Ivana's pussy, thrusting deeply into the woman's vagina until she moaned with pleasure.

"Yesss, that's the way, my little slut," crooned Ivana as she thrust her crotch against Roxy's face, her breasts heaving with each gasp. Roxy continued to lick and suck on her mistress' labia and cunt, her lips wet with female honey while she buried her mouth and nose in the lithe woman's fuckhole. Roxy's ass pushed up, the g-string of her panties cutting into the crack of her cheeks as they moved sensuously up and down in rhythm to her cunt-licking. Ivana gasped in ecstasy, her pussy growing hot with lust as she raked her sharp fingernails across Roxy's bare back, slicing shallow furrows into the girl's silky skin.

Sarah's eyes remained closed as her head pumped up and down the shaft of one of the guard's cocks. She was on hands and knees, her head hovering above one guard's crotch as the other soldier grasped her tight ass and thrust his hard cock into her yielding cunt. The grunts of the men filled the small, dark cell as Sarah's mouth was stuffed with throbbing manmeat, her lips stretched wide to accomodate the shaft of pulsing muscle. The soldier fucking her pussy slapped her round asscheeks hard, making them red with abuse before he grabbed her by the hips and pushed his cock even deeper into her belly. The man pumping his rod into Sarah's warm mouth shot his load, spurting a torrent of hot cum down her clenching throat. Sarah choked on the guard's cream, coughing it out to coat her face and lips. The guard laughed at the naked girl's filthy appearance, then pulled roughly on her long, black hair.

"Lick it up, bitch!" commanded the soldier in Spanish. When Sarah failed to comply, the guard frowned and slapped her hard. "Lick it up!"

Sarah just stared at the soldier, her eyes vacant with shock and pain, her mouth slack and dripping with cum. The man ran his hands over her drenched face, gathering his seed, then stuffing his sticky fingers into Sarah's open mouth. The guard screwing Sarah's pussy grunted with each thrust, his crotch smacking loudly against her bare ass as he pumped again and again into her slick love tunnel. Gasping suddenly, the man gushed cum into her womb, overflowing her cunt until it dripped streams of white goo.

Roxy's low moans filled the bedroom as her young body pumped up and down. She sat over Ivana's crotch with her back facing the brunette woman, her pussy filled with a huge, rubber dildo that was strapped to Ivana's waist. Roxy pressed her hands to the bed as she slid her cunt up and down the shaft of the thick rod. Ivana ran her long-fingered hands across Roxy's nude body, fondling the girl's pert breasts as she thrust her crotch against Roxy's round ass. Roxanne threw back her head, her mouth wide open as she gasped with pleasure. Her cunt yawned wide to accept the hard rubber tool, the folds of her labia caressing the large shaft as it thrust deeply into her tight vagina. Roxy's movements became more frantic as her body rose to an orgasm, her breathing turning to brief gasps as her cunt moved over the dildo faster and faster. The naked girl's legs trembled with strain as her pussy grew hot with arousal, sticky juices trickling down her inner thighs just before she cummed with a ear-shaking scream. Honey spurted from Roxy's throbbing slit, staining the expensive sheets as she fell limply across Ivana's nude body.

Ivana kissed Roxy's delicate neck, her hands caressing the girl's left tit and stomach before sliding down to rub a drenched, quivering pussy. The decadent woman slid the fingers of her right hand across Roxy's snatch, gathering samples of warm fluid from around the dildo that still resided in the girl's pink vagina. Ivana raised the dripping hand to her own red lips, then slowly savored the girl's cream as she licked it from her digits with relish.

====

Night covered the jungle as stars twinkled in a cloudless sky. Lynch and Rachel knelt beside a long-limbed tree, watching carefully as guards patrolled the hidden lab of Ivana Baiul.

"I see three gun emplacements on our side of the compound," reported Rachel, her eyes glowing with a soft, golden light.

"I see them," replied Lynch as he looked through a pair of ultraviolet binoculars.

"Do we try stealth or brawn?" asked Rachel as she turned to regard the thin man.

"Brawn. Security's too tight for anything else," answered Lynch before he unslung his AK and pumped a mini-grenade into the underslung launcher.

Nebula lay prone on her stomach, her silver eyes scanning the encampment as the CPU in her brain recorded the positions of the guards and generated a tactical display over her vision. The lithe young woman slowly, lovingly grasped the stock of her SMG, engaging the smartlink built into her palm that allowed her to target the weapon with unerring accuracy. A cross-hair appeared within her sight, slowing moving until it covered the chest of a nearby soldier. Nebula cradled the gun with both hands, softly biting her lower lip as she waited for the right moment to strike.

Caitlin Fairchild lay naked on a x-shaped examining frame, her wrists and ankles bound by thick metallic bands. Sweat glistened on the young woman's smooth, creamy flesh, the result of hours of poking and prodding by Ivana's lackey, Dr. Franklin. Caitlin had watched the scientist work, she realized what he was doing and how close he was to success. The redhead struggled helplessly in her restraints, her super-strength negated by the metal collar wrapped around her neck. Closing her large, green eyes in despair, Cat didn't see as the female Elf, Aleatha, quietly entered the room and closed the door behind her. The purple-haired girl stood still for a moment, drinking in the sensual beauty of Caitlin's naked body.

Opening her eyes, Cat gasped softly as she discovered the Elf leering at her, then with a jolt of inspiration, the young woman slowly smiled invitingly.

"Hi," breathed Caitlin huskily as she wriggled teasingly in her bonds, her breasts jiggling with motion.

Aleatha walked closer, moving to stand next to the frame in order to reach out and stroke Cat's left thigh.

"Why don't you unbind me so we can fool around," suggested Caitlin with a lustful grin.

Aleatha looked up at Caitlin sharply, then softened her gaze, her mind warring with itself as desire fought with logic. With a hungry smile, the Elf girl began unfastening Cat's wrist bonds, then quickly moved to the foot of the frame to undo the ankle restraints. Caitlin slowly rose from the examining surface, then swayed over to the waiting mercenary. The redhead draped her slim arms around Aleatha's neck, then kissed the girl hotly on the mouth. The Elf girl wrapped her own arms around Cat's bare waist, pressing her petite body close as she returned the embrace with frantic fervor. The two girls' tongues slid and wrapped around each other, their lips quivering with arousal as they tasted each other's saliva. Aleatha slowly began kissing Caitlin's neck, planting little kisses on a path down to her round tits. Cat moaned with pleasure, her nipples growing erect with lust as her pussy began to grow warm. The Elf girl reached Caitlin's breasts, her mouth sucking and licking loudly as she savored the naked female's firm melons. Cat bit her lip as her skin grew hot with excitement, a trickle of honey already beginning to gather in her quivering womb.

The two girls walked backwards into a lab table which Caitlin quickly cleared with a sweep of her long arm. Cat reclined back against the table, her legs spread apart as Aleatha pulled away from her heaving tits to kneel down before her red-haired bush. Caitlin groaned loudly as the Elf female started to suck on her cunt ravenously, warm lips caressing and biting her throbbing labia until her vagina was slick with musky juice.

Dr. Franklin typed commands into a keyboard, watching a large monitor screen as it informed him of the machinery's readiness. The red-maned mercenary named Flare lay naked on a vertical lab table, her limbs bound securely to her sides while tubes from several humming devices hung from her arms, legs, and torso.

"Is this gonna hurt, doc?" asked Flare apprehensively.

"It shouldn't, but this is the first time I've done this," replied Franklin.

"That makes me feel better," retorted the redhead as she attempted to wriggle into a more comfortable position.

"Don't move! You need to stay still," admonished the doctor while he typed more commands into his terminal.

"I'll have the strength and endurance of Fairchild when this is over?" asked Flare as perspiration slowly gathered on her forehead.

"Yes, if everything works as it should," muttered Franklin while he worked. "Of course, the genes may react unpredictably with your own unique gene coding. If that happens, you may develop any number of enhanced abilities or mutations."

"Just as long as I get to keep my great looks," prayed the vain woman fervently.

The machines' hums grew louder in strength as the computer initiated the gene infusion. Bright green and gold fluids slid from the tubes into Flare's veins, powerful mutagens transforming her very genetic identity.

"INFUSION IS NOW FIVE-PERCENT COMPLETE," chanted the computer.

"Very soon, now," smiled Franklin, his wrinkled hands clasping each other with excitement as he watched the naked woman twitch in her bonds.

"Now," whispered Lynch as he rose to his feet, the AK in his hands belching a puff of acrid smoke as it spat a grenade into the nearest guard nest. The small projectile smacked into the ground within the center of the nest, exploding into an eye-searing ball of flame that hurled the two soldiers inside high into the air. Lynch opened fire with his rifle, walking a stream of bullets that ripped into several running guards. Rachel disappeared, her motions a blur of speed as she swept into the compound, tearing flesh with her claws, then biting out throats with her razor-sharp fangs. Lynch burned a clip of ammo firing into the milling guards, then lobbed two more grenades into nests. Stored ammo ignited, cracking like lethal fireworks as men fled in fear only to be cut down by invisible rifle rounds or a blood-drenched claw. He popped out an empty mag, slapped in a fresh one, then slowly jogged from his cover tree towards the blood-frenzied vampiress.

Nebula flinched back as a grenade flash briefly overwhelmed her nightsight. Squinting under the glare of erupting fire, the young woman watched as a coldly beautiful female charged into a squad of guards, tearing into them with her hands and teeth. A second attacker appeared soon after, wielding an assault rifle with lethal accuracy. The redhead looked towards the soldiers on her side of the compound, regarding them as they readied their weapons and prepared to join their comrades who were under attack. Raising her SMG, Nebula fired a long burst, her smartlink leading her hands as she mowed down six men in less than a second. The woman exploded into motion, her gun keeping up a constant fire as she raked the nearby nests and sentry stations.

Caitlin writhed on the cold, metal table, her crotch pumping erotically as Aleatha sucked wantonly on her dripping slit. The naked girl's legs were spread wide apart, allowing her captor easy access to her trembling cunt. The Elf girl stopped her tongue fucking long enough to pull down her jumpsuit, releasing her round, smooth tits. Rubbing her full breasts together, Aleatha bent down again, licking Caitlin's pink labia folds as the naked girl moaned achingly, placing her fingers into her mouth so that she could suck them. After lapping at Cat's moist slit for several minutes, Aleatha finished removing her tight jumpsuit, then climbed onto the lab table, positioning her naked body so that Caitlin could sample her wet snatch easily. The Elf girl lowered her body on top of Cat, her pale, white, female flesh rubbing and lubricating the human girl's warm, pink skin.

Gnashing her teeth silently together, Caitlin forced herself to lick her captor's pussy, staining her lips and chin with Elf jism as Aleatha buried her face in red pubic hair, sucking desperately inside the heroine's vagina. Caitlin's crotch grew hotter and hotter, her hips trembling as an orgasm rose inside her womb. Licking up across the Elf biff's cunt lips, Cat tightened her arms around the girl's shapely hips. Aleatha grinded her snatch against her prisoner's face, forcing the girl to slide her wet tongue inside a clenching fuckhole. The Elf paused her spooning long enough to taste Caitlin's firm, sweet thighs, her tongue depositing a trail of gleaming saliva. Moans of pleasure grew in intensity as Aleatha approached orgasm, her pussy gushing a torrent of honey until she screamed with unbridled ecstasy.

As the Elf slitch's naked body went limp with exhaustion, Caitlin drew her long legs to her stomach, then kicked the panting Elf away from the polished table. Aleatha gasped softly as she flew through the air, only to slam loudly against the far wall of the room. The nude Elf girl slid bonelessly to the floor, landing upside down in a heap of limbs. Caitlin jumped off the examining table just as an explosion rocked the bunker, briefly shorting out the lights. Moving quickly, Cat bent over Aleatha's clothes, searching for the key that would unlock her inhibitor collar.

Lynch knelt near the main door of the bunker, attaching several blocks of explosive to the reinforced, steel portal. Rachel stood nearby, watching out for any of the few soldiers remaining in the compound.

"Alright, let's move back," suggested Lynch as he gathered his gear, then sprinted to the corner of a nearby building. Just as the thin man turned to look at the door, detonator in hand, the portal began sliding open, a platoon of soldiers waiting to run out.

"Two birds with one stone," muttered Lynch with a savage smile before he pressed the detonator stud. A huge, bright explosion covered the face of the grey bunker, shattering the steel door as well as the screaming guards behind it. Blood splattered wetly across the bunker walls and over the ground at the foot of the entrance. When the debris cleared away, Lynch and Rachel ran to the melted doorway, then carefully entered the body-strewn foyer.

Nebula fired a burst from her SMG, slaughtering three guards that charged from the corner of a bunker. Ducking down as she ran, the red-haired mercenary reached the outer wall of the supply bunker. Nebula pulled a backpack from her shoulders, opening the satchel to retrieve several powerful demolition charges. The woman worked quickly, setting the charges at even intervals around the building.

"What the fuck's going on?" shouted Ivana as she charged into the security station while wrapping a white, silk robe around her naked body as Roxy followed closely behind.

"Security's been blown to hell," spat Shepherd bitterly. "We've got at least three intruders in the compound. They've killed most of the guards, and two of them have breeched the main door to this building. They'll start descending to our level soon."

"Damn it!" muttered Ivana as her eyes clenched to slits. She quickly looked up to regard her henchman. "Seal all the doors on levels two through four, that should buy us enough time to reach the secret escape tunnel. Get Kelly, Aleatha, Franklin, and our other prisoners, it's time to go."

"Yes, maam," nodded Shepherd grimly before he charged out of the dim room.

"Is someone coming for me?" asked Roxy in a quiet, vulnerable voice.

"No, dear. I'll never let anyone take you away from me," swore Ivana as she stroked Roxy's short hair soothingly.

Computer consoles exploded in clouds of sparks as Dr. Franklin cringed fearfully in a corner of the room. Detonations from around the compound had destabilized the facility's power grid, overloading monitors and sending power spikes into the delicate equipment. Flare screamed in agony, her body writhing obscenely as muscles and bones melted and flowed like water. The red-maned girl's eyes burned with the flames of damnation, her teeth growing into lethal fangs as a corona of red fire glowed around her naked frame. The screams of the condemned seemed to fill the lab as Flare broke her restraints, her back bulging until two leathery wings burst out in a spray of blood and gristle. Flare's head flew back as she howled in agony, two curving, sharp horns punching through her forehead and sliding upwards. The woman's fingernails expanded into vicious claws, her hands clenching until her blood dribbled onto the sterile floor. As suddenly as the hellish transformation began, it stopped, the room plunging into near darkness as weak emergency lights glimmered to life.

Franklin sat on the cold floor, his eyes wide with terror and confusion as he scanned the room for his demonic companion.

"Flare?" inquired the doctor tentatively. "Are you okay?"

"I'm fine, Dr. Franklin," reassured a warm, sexually-charged, female voice. "I feel better than I ever have in my entire life."

Franklin stared with uncertainty as Flare emerged from the darkness, her naked body dripping with blood and pieces of torn flesh. The woman licked her blood-caked lips, her tongue sliding over ivory fangs as she regarded the prone scientist with voracious hunger.

"Come to me, doctor," urged Flare with her bare arms outspread. "Give me a kiss."

The thin scientist rose unsteadily to his feet, his eyes glazed with lust as he was held spellbound by Flare's nude, lush body. The female's wings fluttered with excitement as she watched her prey advance slowly towards her. Smiling with approval, Flare wrapped her slim arms around Franklin's neck, then leaned close to kiss him lingeringly on the mouth. The doctor moaned softly as the wanton female explored his mouth with her tongue, sliding her member down his throat as she pressed her full, erect breasts against his thin chest. A chilling numbness grew inside Franklin's mouth, expanding to his neck and shoulders as Flare's lips encompassed his own. The doctor struggled weakly in the woman's firm grip, his eyes growing wide with alarm as a deathly cold flowed down his torso and arms. Franklin's skin turned grey and dry as Flare's flesh became warm and pink with vitality. The dying scientist twitched one last time, then grew still with death.

Flare dropped the dry husk casually to the ground, then stretched her arms apart, spreading out her wide, red-hued wings as she thrust out her ichor-drenched tits. Smacking her full, red lips in satisfaction, Flare cocked her head, listening to distant voices that urged her to leave and prepare the way for their arrival.

Caitlin tore the cell door from its hinges, flooding the dank room with light as she marched inside. Sarah lay against one of the chamber's walls, her naked body coated with dried cum and urine. Cat quickly knelt at her friend's side, her face soft with concern as she tentatively touched Sarah's left shoulder. The indian girl gasped loudly, her eyes wide with terror as she pulled away from Caitlin's hand. Caitlin reached out again, gently holding Sarah as the dark-haired girl sobbed and trembled in her strong embrace.

"Shhh, it's okay, Sarah. We're getting out now," soothed Cat before she helped her lover to her feet, then slowly led the way into the bright hallway beyond. Caitlin bent down to retrieve a dead guard's jacket, draping the garment over Sarah's bare shoulders. Cat wore fragments of Aleatha's jumpsuit, a portion barely containing the redhead's large breasts while another fragment clung against her crotch and ass like a second skin. Walking slowly, the two girls proceeded to the end of the hallway, then climbed a short set of stairs to an empty guardroom. Opening the only exit door, Caitlin entered another hallway just as Ivana, Roxy, a man, and an Ork appeared at the far side.

"Shit, the bitches escaped," observed Kelly with a fanged snarl.

"No shit, Sherlock," retorted Shepherd as he raised his submachine gun towards the gaping young women.

"No, don't shoot," ordered Ivana as she regarded the scantily-clad girls coldly. "We'll meet again, ladies, bet on it."

"Roxy, is that you?" asked Caitlin as she stared at a petite, pale-skinned stranger in tight, black, rubber shorts, fish-net stockings, heeled ankle boots, a tied-off white blouse, and a leather chokecollar.

"You bet it is, bitch," snarled Roxanne with hate in her eyes, her black-painted lips curling in a snarl of derision. "I switched to the winning team. If you had any brains in that pretty, little skull of yours, you'd join Ivana too, but that's probably too complicated for a big, over-muscled whore like you."

"Roxy, don't," moaned Sarah weakly as she leaned against one of the passage's walls.

"Ah, the lesbian slut speaks. The guards who fucked you really enjoyed themselves. They said you sucked cock like a real pro," sneered Roxy venomously.

"That's enough, we have to leave," said Ivana as she resumed walking down the cross-passageway.

"Roxy, don't go!" yelled Caitlin before she stumbled into an ungraceful run.

Glancing over her shoulder, Roxanne smiled cruelly, unleashing her power upon her onetime friend. Gravity pounced on Caitlin's shoulders, making her gasp in surprise before it pressed her to the metal floor. Cat grimaced as she struggled, her great strength useless as more and more force pressed against her. The prone heroine moaned loudly as two of her ribs cracked, her spine screaming in pain as her mass increased behind its capacity to support. Giggling evilly, Roxy released her helpless victim, then sprang into a run in order to catch up with the escaping trio.

"Rox, what have they done to you?" groaned Caitlin as she staggered achingly to her feet.

"Ivana did something to her, implanted something in her head," whispered Sarah as she slowly stumbled to where Caitlin stood. "The guards talked about it. They were going to put one in me so I'd fuck them better, I would screw all of them and like it."

"Come on, let's get out of this hellhole," said Caitlin in a sick voice, her expression filled with despair as she supported Sarah and led the way towards the surface.

Caitlin and Sarah rejoined Mr. Lynch and Rachel. The quartet re-emerged into the crisp night air, the breeze filled with smoke that poured from all of the destroyed buildings of the compound.

"Someone's been busy," observed Rachel as she watched the grey bunkers burn. "We didn't do all of this."

"Probably a competitor of Aztechnology," replied Lynch as he bandaged Caitlin's cracked ribs, then helped Sarah slide into a pair of pants and a shirt.

"Do you want to go after Ivana?" asked the vampiress eagerly.

"No. We need to rest and heal first, then we go after Ivana and rescue Roxanne," said Lynch before he wrapped his left arm around a dazed Sarah, then led his small band into the thick foliage of the jungle.

====

Two helicopters hovered over the smoking ruins of Ivana's jungle installation. The sun was rising to high noon as one of the choppers descended into the main courtyard of the compound, disgorging a tall, black-haired man and several men in military gear who formed a tight perimeter around the whirring airship.

"Where the fuck are they?" muttered Deacons before he checked the load of his assault rifle. "Maybe the fucking bitch is dead."

"What a terrible thing to say," retorted Ivana as she emerged from a cloud of smoke wearing dark sunglasses and carrying a thin cigarette in her right hand. Other survivors followed the slim, coldly beautiful woman: Kelly, the ork, Shepherd, and Roxanne.

"Sorry, ma'am," apologized Deacons quickly as he straightened to attention.

"That's 'sir', Deacs," corrected Ivana before she slammed her left fist into his crotch. Deacons groaned, clutching his damaged cock while attempting to keep his weak legs upright. Ivana climbed into the helicopter, leaning forward to speak to the pilot.

"Take us up, initiate an alpha search pattern of the region. I'm looking for Lynch and two girls. There may be others with them, but concentrate the scanners on gen-active signatures."

"Yes, sir," acknowledged the pilot while he waited for a staggering Deacons and Ivana's companions to enter the chopper and secure the hatchway. When the hatch snicked shut, the pilot pulled back his stick, forcing the helicopter into the clear sky where both choppers began a meticulous search of the jungle below.

The sun's heat beat down on Lynch, Caitlin, and Sarah as they walked north, towards the border and home. Lynch led the group, cradling his assault rifle while blazing a trail through the thick, clinging foliage. Caitlin followed the thin man, occasionally helping Sarah navigate vines or other natural obstacles. Sarah dragged behind, her body weak and bruised from the severe rapes she endured while staying in Ivana's dungeon. The trio travelled all day, then as night fell, they stopped near a small lake to rest for the night. Lynch merely drank from the lake and refilled the water bottles, then he stationed himself close by, but out of sight, while Cat and Sarah removed their sweat and filth-stained clothes to take a long, relaxing bath in the clean, cool, water. After the two girls put on new clothes provided by Lynch: khaki shorts, shirts, and short, travel boots, they rejoined Lynch to enjoy a small meal of travel rations and water.

"When did Rachel leave?" asked Caitlin after dinner.

"Last night. She can't stand to be near people for very long, it's too tempting for her," replied Lynch as he stared into the crackling fire.

"When do you think we'll reach the border?" asked Sarah softly.

"If we keep good time, maybe a week," answered Lynch while he looked up to watch Sarah with concern. "Hopefully we'll be able to reach a city and buy some faster transport out of here."

Sarah grunted in response, curling within her blanket and huddling close to the fire. Lynch and Caitlin sat in silence, listening to the many denizens of the jungle hunt and mate within the stygian darkness.

With a shrill scream, Flare jumped out of the vegatation, her red wings outspread as she slammed into Caitlin and tried to claw her belly open with razor sharp talons. Cat punched Flare twice in the face, then kicked the demoness away with one long leg. Flare twisted her lithe body until she landed on her feet, then she hissed angrily, baring white, dripping fangs before she charged Caitlin once more. Lightning crackled as Sarah extended her right arm, hurling blue bolts of electricity into the red-skinned female. Flare screamed in pain, wrapping her left wing around her body to take the brunt of the lightning blast. Lynch raised his rifle, firing a long stream of bullets that tore Flare's wing to bloody shreds. As the demon woman staggered back, Caitlin snarled angrily, jumping on top of her and pounding her fists into the prone woman's body. Bones snapped like dry wood, flesh mashed into a pulp as Caitlin struck again and again with bloodlust. With a roar of vengeful hate, Cat picked up Flare's broken body, raised it over her head, and hurled the pile of bloody flesh deep into the center of the lake. The cold water quickly devoured Flare's body, a few small, fading bubbles the only sign of the demon woman's passing.

"Are you okay?" asked Lynch as he walked forward, putting a comforting arm over Caitlin's right shoulder. The tall, red-haired girl sobbed quietly, then turned to press herself against Lynch's hard chest, her face buried in his shoulder as she hugged him tightly and cried wretchedly. Lynch held Caitlin lightly, uncertain how to react as the muscled girl released her grief and despair upon him. After many moments, Cat released Lynch, sniffling loudly while brushing tears away with her right arm.

"I'm sorry, Mr. Lynch. I didn't mean to embarrass you," apologized Caitlin as she stared at the ground.

"That's alright. You have every reason to cry, I would to if I remembered how," soothed Lynch before he patted Cat on the shoulder, then moved to resume his place near the fire. Caitlin walked to her bedding, wrapped herself up, then turned her back to the fire as Lynch watched over both girls. When Lynch could hear them both sleeping, he stood up and left the camp, travelling a short distance down the lake's edge to watch the stars. The water was still and placid, no sign of Flare coming up could be seen. Sighing with relief, Lynch gazed upwards, searching a clear, black sky for answers that weren't there. Movement caught Lynch's attention, he spun quickly at the noise to find Caitlin standing before him, dressed only in an oversized sleeping shirt.

"I couldn't sleep," replied Cat to Lynch's questioning gaze while she drew closer to the older man.

"You need your rest," admonished Lynch as he stared into Cat's wide, clear, green eyes.

"I feel fine," reassured Caitlin as she stood very close to Lynch, her delicate hands extending out to rest on his chest.

"Caitlin, we need to talk," began Lynch just before Caitlin shot forward and kissed him lingeringly on the mouth. The old man's eyes widened in surprise, he tasted Caitlin's lips, found them soft and sweet, like a ripe fruit. Caitlin broke the embrace, running her tongue across red-hued lips.

"Make love to me, Mr. Lynch," breathed Cat in a husky voice.

"No, Caitlin. I'm old enough to be your father," protested Lynch as he backed away from the softly panting girl.

"Please! I love you!" declared Caitlin with heated fervor before she unbuttoned her nightshirt, letting it fall to the ground at her feet.

John gasped in helpless admiration, gazing at Caitlin's large, luscious breasts, flat stomach, and smooth, endless legs.

"Make love to me!" begged Caitlin as she rushed forward again, crushing her lips against John's astonished mouth.

Slowly, unconsciously, Lynch slid his arms around Cat's shapely waist, his returning kiss growing stronger in intensity as his hands caressed the naked girl's lower back and ass. Caitlin melted in his embrace, her body pliant in his grasp as she devoured his mouth with her own. After kissing for an eternity, Caitlin pressed John softly to the ground, then knelt between his legs as she eagerly unzipped his pants. Lynch lay compliantly on the soft earth, disbelieving his own senses as he watched a girl he considered his own daughter take his penis out and begin licking it like a sex-starved prostitute. Caitlin moaned with pleasure as she licked up and down John's cock, relishing the taste of his meat as she anointed the member with her saliva. The cock grew erect and hard as Caitlin rubbed her red lips across the tool's skin, her lips enfolding and caressing the cock as her mouth slid up and down its length. Lynch gasped for breath, his senses burning as he felt Caitlin take his penis inside her mouth and begin sucking deeply on it. John couldn't believe that Cat was taking his cock into her throat, her tongue sliding up and down his shaft, tickling the head until pre-cum oozed out. Caitlin's head bobbed up and down as she sucked John's pole, her lips a wanton vice that squeezed her lover's cock until it throbbed with building pressure.

Just before Lynch orgasmed, Caitlin stopped her laviscious mouth action, crawling over John's prone form to kiss him passionately on the lips. John didn't hesitate to return Cat's kiss this time, their tongues caressing each other as Caitlin's hands moved over John's chest, removing his shirt to expose his flat, muscled chest. Caitlin ceased kissing Lynch to move down his neck, planting little kisses across his warm flesh as she descended across his chest, then down his stomach until she reached his waist. Smiling mischieviously, Cat pulled off John's pants, then straddled his crotch with her own. Reaching under her thighs, Caitlin carefully grabbed Lynch's cock, then slid the hard member into her moist pussy. She gasped with a hiss of breath as she felt the hard tool enter her vagina, filling her womb with warm manmeat as her weight pushed the penis deeply into her womanhood. When her cunt pressed against John's crotch, Caitlin began pumping her hips, her ass muscles clenching as she forced Lynch's cock back and forth within her tight belly. Man and girl moaned in unison, their naked bodies writhing with erotic pleasure as Cat thrust John's pole into her narrow fuckhole. John reached upwards, grasping Caitlin's large, bouncing breasts, then kneading them like rich, soft dough, caressing the silky flesh with his questing fingers. He slid the wide nipples between his hands' fingers, pinching them until they grew hard with arousal. Caitlin groaned with ecstasy, pressing her hands over John's, encouraging him to fondle her tits as she fucked his cock with all of her might. After riding Lynch's hardened penis, Caitlin dismounted, her breasts heaving for air as she turned around, presenting her round ass for John's pleasure.

"Please, fuck me from behind," asked Caitlin while she wiggled her ass invitingly.

Panting for breath, his skin drenched in sweat, Lynch staggered forward, grasping Caitlin's hips for support, then shoving his cock deep into the red-haired girl's dripping pussy. Cat moaned loudly, her fingers digging into the dirt as Lynch pushed his pole deeper into her slick vagina.

"Yesss, oh yesss!" groaned Caitlin before she bit her lip, then began pumping her ass to force her lover's cock farther into her hungry womb. John thrust back and forth, his rough hands caressing Caitlin's smooth, silky ass cheeks, then running up her smooth, creamy back as she thrust out her hips slutfully. Lynch pulled Caitlin up by her shoulders, pressing her body against his chest as he thrust into her cunt, his hands reaching around to fondle and squeeze her huge tits while she panted like a bitch in heat. Cat took two of John's fingers, sucking lewdly on them as his cock slid into her pussy, filling her belly with his engorged shaft until she was burning with an approaching orgasm.

"John, I'm going to cum!" panted Caitlin as she leaned against Lynch's strong body, her breasts ripe and pert in the man's caressing hands as she pressed her ass against his hot crotch. Caitlin fell forward onto her hands and knees, her tits wiggling back and forth as Lynch's cock slammed into her pussy, her ass a soft cushion until John orgasmed inside her, hot seman shooting deeply into her stomach. Caitlin groaned loudly, her own orgasm filling her brain until it burst, sticky honey pouring from her quivering cunt and down her firm, inner thighs.

Caitlin and Lynch laid together by the lake, the cool water lapping across their naked bodies as John hugged the red-maned girl close.

"I don't know how we're going to explain this to Sarah," whispered John into Caitlin's ear, his hands roaming across her stomach.

"Don't. Let's make this a secret just between you and me," suggested Caitlin as she merged her hands with John's, snuggling her soft, warm body closer to John's hard, wiry frame.

"Okay, we'll do it your way, again," smiled Lynch before he softly kissed the back of Caitlin's neck.

"This isn't working!" shouted Ivana as she sat away from the scanner in disgust. "Open a comm channel for me, I want to get everybody out here: DV8, my mercenaries, everybody."

"Everyone?" asked Kelly uncertainly.

"EVERYONE!!" screamed Ivana in frothing fury.

====

Combat helicopters filled the morning sky like a swarm of locusts, black-hulled airships darting across the thick green trees of the jungle as they searched for Lynch, Caitlin, and Sarah.

"Report from chopper #24," said the co-pilot of Ivana's transport. "Bliss and Aleatha made it out of the base ruins. They've boarded the airship and are continuing the search in sector twelve-east."

"Good. Tell them to proceed," ordered Ivana before she took a long drag on her cigarette, her moist, red lips pursing sensuously over the slim cylinder. Ivana knelt between the two piloting chairs, gazing out of the cockpit window as several other helicopters flew by in wide search patterns. Shepherd and Deacons sat on benches facing each other near the hatchway, assault rifles aimed at the ceiling while resting in their laps. Kelly sat on the opposite side of the passenger compartment, his thick, meaty fingers under Roxy's panties as he fondled her pussy with a large, fanged grin on his face. Roxanne's soft, ecstatic moans filled the chopper as it sped across the treetops in search of the three escapees.

Lynch marched quickly through the thick foliage, rifle held tightly as he led the way north to apparent safety. Caitlin and Sarah followed their guardian and mentor, the indian girl moving easier and with greater agility as her wounds continued to heal. As their pursuers drew closer, Lynch had issued weapons to both girls, an autopistol for Sarah, while Caitlin received a large assault rifle with an underslung grenade launcher. The morning was spent moving swiftly through the jungle, Lynch intent on either reaching the border or a large town in order to buy faster transport. Miles of vegatation were traversed, but Lynch refused to give up, he remained optimistic as he urged the girls onwards.

"I hate jungles," said Copycat as she marched sullenly through the tall trees and brush.

"Then hurry up so we can leave," retorted Sublime as she waited further ahead for the short red-head to catch up.

"It's hot, and I'm sweating," moaned the young girl while she wiped perspiration from her pale forehead.

"Quit bitching and move it, girl," snarled the tall blonde with hands resting on hips.

"You're the bitch, you leather-clad fucktoy," hissed Copycat with bared teeth and frenzied eyes.

"CC, you're losing it again," observed Sublime in a bored voice.

"Oops! Sorry," apologized the girl as she clapped a hand over her mouth.

"That's okay, just try to keep up," replied the blonde before she inhaled deeply, stretching the tight leather over her large breasts, then resumed her advance north towards the ruins of a huge temple.

Caitlin fired a long burst from her rifle, then launched a grenade that blew up with a loud bang. Shredded mercenary bodies spun into the air as trees cracked and fell loudly to the ground. Caitlin swivelled, then ran after Sarah and Lynch as they reached a large clearing that surrounded a tall, decayed pyramid.

"We'll use that temple for cover," said Lynch desperately before he began sprinting for the stone structure. Sarah floated into the air, using wind to fly towards the abandoned temple. Isolated shots rang from the trees, then a group of soldiers appeared at the edge of the clearing, firing bursts from Uzis at the fleeing form of Fairchild. Caitlin's brown shirt was ripped to shreds, exposing her lacy, white bra as she turned briefly and returned fire with her rifle. The chests of two soldiers burst open, while the third man took a round to the throat. The tall, long-legged redhead ran after her friends, quickly reaching Lynch, then keeping pace with him.

"Go hide inside, don't worry about me," gasped the old man.

"I won't leave you, Mr. Lynch," refused Caitlin stubbornly.

"After last night, you can call me John."

"I know, it just seems...unnatural," replied the young woman.

Lynch laughed briefly, then wheezed for breath when he finally reached the tall entry portal to the temple. Sarah waited nearby, her autopistol sputtering briefly as she laid down covering fire. While Lynch leaned against the portal's edge, Fairchild supporting him gently, several black helicopters appeared over the trees, their noses pointed towards the trio. Sarah lowered her pistol, then raised her right hand, summoning harsh, bright lightning that flared out and stabbed the approaching aircraft. Two choppers blew up immediately as lightning hit their fuel tanks, igniting the ships like roman candles. The third airship's cockpit shattered as a bolt smashed inside, frying the vehicle's occupants and sending the ship whirling out of control to the right, where it slammed into a group of trees and exploded with a column of thick smoke. More helicopters appeared in the sky, but they remained beyond the edge of the clearing, hovering malevolently in wait.

Lynch and the girls moved inside the temple, watching their pursuers through the wide portal as they knelt down to rest and reload weapons.

"What are we going to do? We're trapped," said Sarah morosely.

"I'll think of something," replied Lynch with a reassuring smile.

"Have faith in Mr. Lynch," remarked Caitlin brightly.

"That's easy for you to say. I didn't sleep with him," retorted Sarah with a dark frown.

"You heard?" asked Fairchild as she blushed deeply.

"I think everything around that lake did, including the dead demoness" answered Sarah with a mischievious grin.

Caitlin cuffed Sarah's shoulder while Lynch coughed loudly into his arm, then all three companions stared outside as a lone helicopter landed at the edge of the clearing and disgorged Ivana, Roxy, two men, and an ork.

"I want this whole area sealed," ordered Ivana as she stood before the temple, her black ponytail whipping in the air from the chopper's backwash. Shepherd and Deacons knelt at the woman's flanks, rifles cocked and ready. Kelly raised his chaingun, a large backpack of ammo strapped across his wide shoulders. Roxanne stood at Ivana's right and slightly behind, her short, black curls fluttering around her pale, youthful face. Scores of soldiers in green fatigues surrounded the pyramid, the only break in the circle was where Sublime and Copycat emerged from the undergrowth.

"Alright, Lynch. It's all over," shouted Ivana over the whirr of the chopper's blades. "Come out and you won't be shot."

"Forgive me if I don't believe you," retorted Lynch from the blackness of the temple's interior.

"Don't make me come in there after you," warned Ivana coldly. "It won't be pretty."

"Nothing you've ever done was pretty, Ivana," replied John.

"All units, go in," commanded Ivana into a headset pickup.

The clearing swarmed with soldiers bearing rifles, their combat boots churning up the bare ground beneath them. Caitlin appeared at the temple entrance, her rifle spitting loudly as she emptied a clip into the advancing horde. Many men fell, blood gushing to soak the dry earth as their comrades returned fire, dozens of guns flaring with bullet fire. Fairchild slammed against the side of the temple, her clothing torn to tatters as she reloaded her weapon, then emptied it yet again into the throng. Shepherd and Deacons added their own weapons to the assault, while Kelly lined up on the tall girl and let loose a roaring salvo from his rotary cannon. Roxanne watched dispassionately, her mouth full of chewing gum, as Ivana stared emotionlessly and smoked her cigarette to a stub. Thunder rumbled from the east, dark clouds swimming rapidly through the air as they drew closer to the ruin. Sublime began approaching the pyramid, her body shifted to a high density while Copycat hid behind the tall blonde.

Suddenly, explosions blossomed around the marching soldiers, sending many of them screaming into the air as clouds of shrapnel tore flesh and severed limbs. More explosions appeared, the source a stream of grenades hurled by Lynch into the attackers. Thunder roared louder, growing in strength as storm clouds began to swirl around the clearing and the ruined temple. Lightning hurled down, killing more men until the gunfire died to a few weak shots. The clearing before the entry portal of the temple was littered with dead bodies, a few stragglers crawling towards the jungle before lightning or a rifle bullet ended their flight.

"Damn you, Lynch," swore Ivana before she hurled her cigarette stub to the ground and smashed it with her heeled shoe. "Boys, get them!"

Shepherd and Deacons charged the temple, rifles blazing as they screamed with bloodlust. Kelly marched after the duo, his cannon raking the front of the ruin with thousands of rounds. Bullets smashed against Fairchild's naked body, but she disregarded them as she aimed her rifle at the ork and fired a long burst from her weapon. Kelly staggered backwards, snarling with pain and anger, but continuing his attack. Caitlin stopped her continuous fire, then raised the gun to her shoulder, carefully aiming before shooting a round that caught the ork in the forehead. With arms growing slack, the dead ork fell to the ground, his cannon firing wildly into the earth until it fell from his nerveless grasp. Lynch knelt by the doorway, firing his own rifle at full auto until he caught both men with a stream of bullets.

Before Fairchild could sigh with relief, Sublime reached her, punching the redhead roughly in the stomach. As both tall girls grappled with each other, Copycat shyly walked forward, staring at Lynch with wide, red eyes.

"Put your gun down," ordered the petite girl firmly.

Trembling with effort, Lynch slowly dropped his rifle, his arms quivering as he tried to fight the girl's mental powers. Staring intently at the thin man, Copycat made Lynch slam himself against the temple's surface, then raise his hands to his throat and begin to squeeze. Ivana smiled cruelly, her eyes bright with excitement as she watched her servants batter Lynch and his love-struck whore.

"Roxanne, why don't you go help those nice girls capture Ivana's enemies," suggested the brunette smugly.

"Yes, mistress," acknowledged Roxy before she began advancing, a bubble of gum expanding from her mouth.

Sarah exited the temple's interior, her face slick with sweat from summoning the storm that writhed above them all. Rain began to fall as she touched Copycat's neck, low-level lightning stunning the girl into unconsciousness. As the indian girl turned to help Caitlin, Roxy walked up, eyes intent as she piled gravity over Sarah's body. Staggering in surprise, Sarah caught sight of Roxy at the edge of her vision as she slammed to her knees, her body growing heavier with increasing weight.

"Roxanne, don't," choked Lynch as he fought to regain his breath.

"She can't help it, she's got an implant in her head," gasped Sarah before she fell weakly to the ground, her face mashing into the wet dirt.

Lynch staggered to his feet, then charged into Roxanne, pushing her to the ground as he rubbed his coarse hands over her temples. Roxy screamed in pain, her small body spasming uncontrollably. Before unconsciousness claimed her, the short girl lashed out with her power, sending Lynch high into the air until he fell upon the summit of the pyramid.

Fairchild smashed an elbow into Sublime's face, then punched her in the stomach, sending the leather-clad girl hurling away into a patch of mud. The blonde girl jumped back to her feet, then snapped a whip forward, encircling Caitlin's neck and forcing the redhead to her knees.

Lynch stumbled to his feet, then staggered to the edge of the summit and looked down at the confrontation below. Roxy lay unconscious on the ground, while Sarah trembled up to sit unsteadily on the ground with her legs under her. Caitlin rested on her knees, a leather whip wrapped around her throat as Sublime pulled violently upon the weapon. Looking around frantically, Lynch failed to see Ivana until she slammed a foot into the back of his left leg. John fell to the ground, rolling quickly to regain his feet and crouch into a fighting stance.

"Still have a little fight in you," observed Ivana as she stalked the thin man, her arms loose and her long, bare legs graceful. John stared at Ivana with his good eye, watching the panther-like woman as she waited for an opening.

"You should never have left the agency," said Ivana with fake sorrow before she struck, right fist slamming into John's face, then more fists hitting his chest and stomach. Lynch fell back, his own arms attempting to ward off blows that he couldn't even see. Ivana kicked him in the stomach, her strike sending the old man flying to the far side of the summit.

"Isn't cybernetics great?" remarked the slim woman before she raised her hands together, then slammed them down on John's back. Bone and vertebrae snapped like dry wood, forcing John to scream in helpless agony. Ivana slapped John a backhanded blow, watching with amusement as he rolled away like a limp doll.

Fairchild heard Lynch scream, his cry of agony tearing her young heart apart. Snarling with rage, Caitlin grabbed the whip, then pulled Sublime towards her with a powerful jerk. Staggering forward helplessly, the blonde girl was unprepared when Caitlin cocked back her fist and struck, the blow smashing the tall female's breastbone and sending her flying back to the edge of the clearing. Charging up the cracked steps of the temple, Fairchild ran heedlessly upwards, her breath coming in harsh gasps as she rushed to help her mentor and love. The young woman crested the summit just as Ivana slammed down with her right fist, shattering John's ribcage like a glass jar. Lynch gurgled in pain, then fell limp.

Caitlin roared in fury, her eyes burning with hot tears as she raced forward and grabbed Ivana by the shoulders. Before the startled woman could react, Fairchild spun her around, then locked her neck in a tight arm lock. Ivana struggled frantically, her enhanced arms pushing at Caitlin's limb as it choked the air from her lungs. Gritting her teeth like a bloodthirsty wolf, Caitlin seized Ivana's left cheek with her free hand, then twisted, snapping the evil woman's neck like a twig. Drooling blood, Ivana fell away from a panting Fairchild, her once cold eyes vacant as she slammed wetly to the unforgiving floor of the temple summit.

"Mr. Lynch! John!" shouted Caitlin as she knelt beside Lynch's broken body.

"Cait...Caitlin," murmured Lynch weakly.

"Oh, please! Please don't die!" begged Fairchild as tears dripped from her smooth cheeks onto John's bloody face.

"It's..it's okay," whispered the dying man as he slowly raised a crippled arm, his fingers gently stroking Caitlin's pale face.

"We'll get help, Sarah can fly to that town you mentioned," offered Caitlin desperately.

"It's too late. I'm almost gone," replied Lynch with a fatalistic smile. "It's time to say good-bye."

"No, John, you can't leave me now," sobbed the red-haired girl with agonizing grief.

"It's alright. You're smart, ...you'll find a way to survive," whispered John as his voice began to fade. "Can you grant me one last favor?"

"Anything," agreed Caitlin with a jerky nod.

"Can I ...lick your pussy," groaned Lynch.

Fairchild blinked her eyes in surprise, then swiftly got off her feet and positioned her crotch over Lynch's prone head. Crouching slowly, Caitlin rested her pussy against Lynch's mouth, allowing him to reach out with his tongue and caress her delicate labia. Fairchild gasped softly, her bare breasts expanding as she inhaled deeply. John lapped at her cunt, his tongue sliding into her bush of red pubic hair until he entered her warm vagina. Fairchild squeezed her large tits as Lynch probed her snatch, his tongue caressing the inside of her sex until honey began trickling out in a thin stream. John's twisted arm shook as he reached behind the naked girl, cupping her firm ass cheeks as he nuzzled her cunt desperately. Caitlin's body started to grow hot, her flesh prickly and flushed as she pressed her pussy more firmly against Lynch's wet lips. The naked girl moaned loudly, her ripe, shapely body exuding sex as her mind melted with growing lust. Caitlin leaned forward, placing her palms upon the firm stone as she began grinding her crotch against Lynch's face, her breasts bobbing from side to side as her hips pumped in rhythm to her tit mounds. Lynch caressed Caitlin's ass, his fingers sliding up her crack, then feeling her tight asshole sensually. Fairchild groaned with pleasure, her teeth biting her lower lip as she slid her pussy back and forth over John's mouth, his tongue a wet worm that buried itself in her dripping vagina.

Caitlin sat on Lynch's face, her weight thrusting the man's tongue and lips deep into her engulfing cunt. John's mouth and nose were lost in the naked girl's muff as his fingers spread her buttocks apart, then ran up and down her posterior, tugging at her folds of pussy flesh and pinching her clit until she screamed with erotic ecstasy. Lost in the throes of wanton lust, Caitlin trembled as her orgasm built, her naked body quivering until a flood of womb juices gushed out, pouring down Lynch's dry, thirsty throat. John swallowed the flood of Fairchild's honey, his lips and tongue lapping her body fluid like it was the sweetest cream in the world. Caitlin dismounted from Lynch's face, her naked flesh glimmering with sex sweat as she drew close and kissed John lightly on the lips, the taste of her own juice still on his skin.

"Thank...you, Cait...." muttered Lynch before he grew still and died.

Caitlin knelt motionlessly, her wide, green eyes disbelieving, then closing to slits as fresh tears burst forth and slid off her beautiful face. With sobs growing in power and pain, Fairchild clutched her bare stomach with her arms, her naked body trembling with new, overwhelming grief.

====

Caitlin Fairchild sat quietly on the bed dressed in salvaged fatigues taken from dead soldiers. The bedroom was dark, the only window in the room providing very little illumination as night lay across the South American town. Caitlin stared at the wooden floor, her neck-length red hair dirty and frayed as it fell across her forehead and cheeks. The tall girl's eyes were swollen and bloodshot, ravaged by the grief that still sat in her heart like a cancerous growth. Voices could be heard from below, patrons of the bar that served the small hotel where she stayed with her two friends.

"We're not exactly keeping a low profile," said Roxanne as she sat at the round table, her right hand clasped around a mug of cold beer.

"Ivana's goons won't be looking for us anytime soon," reassured Sarah, who sat next to the petite brunette and sipped from her own beer.

"That's true. You guys really kicked the crap out of them," grinned Roxy.

"It was expensive, though," replied Sarah, referring to the death of their mentor, John Lynch. "How are you feeling?"

"My head hurts like hell," answered Roxy while she rubbed the side of her skull softly. "Good thing Mr. Lynch deactivated my implant before he died."

"Yes, he was always full of surprises," said Sarah respectfully before draining her mug.

"How long do you think his hidden funds will last us?" asked the young girl.

"Until we think of something else," replied Sarah pragmatically.

"We better go upstairs and check on Cat," suggested Roxy before she finished her beer.

"Yeah," nodded the indian girl as she rose to her feet, then walked close to Roxy past the crowd of drunk, grasping men.

"Caitlin?" inquired Sarah as she opened the door, spilling bright, yellow light into the darkened room.

"What?" mumbled Fairchild as she remained on the bed, her eyes still locked upon the floor.

"Are you okay?" asked Roxy as she followed Sarah into the room, then closed and locked the door behind her.

"I've been better," replied the muscled young woman as she looked up at Sarah who stood next to her, her lovely face distorted by pain and grief.

"It's alright, we'll get through this," murmured Sarah warmly while she sat next to Caitlin and wrapped her arm supportively across her friend's wide shoulders.

"Yeah, we'll help each other," agreed Roxy as she sat on Caitlin's other side, grasping the mourning girl's left hand and squeezing it affectionately.

Caitlin smiled at the attempts of her friends to console her, then she leaned down to kiss Roxy gently on the cheek. Sarah moved onto her knees, kneeling on the bed behind Cat and wrapping her slim arms around the redhead's shapely waist. The indian girl pressed her body against Caitlin's back, her breasts mashed firmly as she nuzzled Cat's hair and neck. Caitlin moaned softly, closing her green eyes to mere slits as she felt Sarah's warm body nestled against her own. Smiling with love, Roxy moved forward, kissing Caitlin softly on the lips, then growing more passionate and urgent with her mouth and tongue. Fairchild grew limp in the twin embraces of her two friends, her body yielding and compliant as she leaned against Sarah while returning Roxy's kiss with equal passion and desire.

Roxanne waited as Sarah took off Caitlin's shirt, then she resumed her lustful embrace, sliding her small tongue into Fairchild's open mouth. Sarah reached around Caitlin, fondling and caressing the tall girl's large breasts with great enthusiasm as she slowly licked the sweet flesh of the girl's bare back. Roxy moved down, licking Caitlin's nipples until they were hard with arousal, then circling the pink tips with her tongue, leaving a trail of saliva in her wake.

Caitlin panted softly, her pussy growing wet with lust as her two friends caressed and licked her naked torso. Sarah pressed Caitlin onto her back, spreading the tall girl's legs apart while Roxy pulled off her light summer dress, then slid off her delicate, white panties. Sarah began licking Fairchild's pussy, her tongue insistant as it slid up and down her friend's quivering, pink slit. Roxy climbed over the bed, bending down briefly to kiss Caitlin lingeringly as she groaned with pleasure, then straddling the redhead's face with her small crotch. Roxanne lowered her cunt onto Caitlin's mouth, gasping sharply as Cat eagerly began sucking on her labia folds. The petite brunette rose and fell, cupping her own budding breasts while Caitlin buried her mouth inside a bush of black pubic hair, her tongue an eager probe that thrust deep inside Roxy's wet vagina.

Sarah buried her mouth inside Caitlin's cunt, the fingers of her right hand pressed against her friend's bush, spreading the petals of her pussy apart until her tight fuckhole was visible. Female juices trickled from Fairchild's twat, the sticky honey staining Sarah's red lips as she resumed her tongue-fucking, her member a small probe of wet flesh that pushed inside Caitlin's pussy, burrowing until it entered the prone girl's warm belly. Fairchild moaned loudly, her groans of lust muffled by Roxy's encompassing cunt. Caitlin used her hands to fondle and pinch Roxy's bare ass, her long digits caressing the panting girl's crack and tiny asshole while the young woman licked her own small nipples with her tongue. Sarah slid two fingers from her left hand into Fairchild's pussy, pushing the digits deeply into Cat's vagina until she reached the girl's throbbing womb. Keeping Caitlin's thighs far apart, the dusky-skinned, young woman began licking her lover's anus, pressing her tongue firmly against the small, tight oriface.

Roxy pressed her small hands against a nearby wall, her nails digging into the fragile wood as she pumped her ass over Caitlin's face. The young girl panted loudly, her pert tits heaving with effort as Cat sucked on her young cunt, devouring her sex until it gushed with warm honey. Sarah filled Fairchild's pussy with long fingers, the limbs sliding in and out of the girl's slit until her vagina shook with excitement. The indian girl covered Cat's asshole with her mouth, sucking loudly on the small hole while her tongue filled the oriface almost to breaking. Caitlin released Roxy's cunt long enough to groan loudly, her naked body trembling as an orgasm pounded her brain and exploded in a cathardic spasm of energy.

"Cat, keep eating my pussy," begged Roxy as she leaned against the wall, her small, round ass an irresistable lure. Smiling wantonly, Caitlin leaned back, fastening her mouth on Roxanne's cunt and sucking energetically until the young girl screamed with sexual release. Sarah rubbed her face one more time in Caitlin's crotch, relishing the feel of the naked girl's pussy and velvety inner thighs, then she began licking Fairchild's cum from her fingertips.

"Feel better?" asked Sarah as she caressed Caitlin's bare leg with her right hand.

"Much. Thanks," replied Fairchild as she lay limply on the sweat-slick sheets, her large tits rising and falling with her deep breaths.

"I'm glad," said Roxanne before she snuggled in close against Caitlin's side, hugging the tall girl while she leaned forward and kissed her friend deeply on the lips.

Morning arrived, and the three beautiful girls were finally able to leave the cheap hotel. Roxy wore her summer dress, while Sarah wore tight jeans, a leather vest, and cowboy boots with heels. Caitlin wore short shorts that pressed tightly against her shapely ass, and a pink tubetop that exposed her pert nipples and barely restrained her round breasts. All three young women wore dark sunglasses to ward against the glaring, hot sun above.

As the trio walked casually to the edge of town, where a small airstrip resided, two women wearing white skirts and bikini tops leaned over the edge of a tall building's roof, observing the young heroines with predatory gazes.

"The tracking device is planted on the plane?" asked the blonde woman tersely.

"Yes, we'll know exactly where they go," replied the pony-tailed brunette.

"Good. They shall make fine recruits for the Coda," observed the blonde as she grinned ferally, the circle imprint on her forehead glistening like warm blood.

~~~~~~