GEN¹³: FACE OFF

Miguel Santiago sat quietly at his desk, reading a report on the inset computer screen installed within its surface. Soft, warm sunlight poured from a window to Miguel's right, illuminating his brown skin and glossy black hair. One of the double doors to his office opened, admitting his beautiful secretary, Carmen.

"Sir, Security just picked up a spatial disturbance in North America, at the location where we lost our recovery team and the gen-active test subjects," reported the young woman.

"Did they get a firm lock on the females?" inquired Miguel as he looked up from his screen.

"Yes, and they detected the cybernetic signature of John Lynch," replied the raven-haired assistant.

"So, he did betray me," muttered Miguel darkly. "Get back to Security. I want three assault teams after the gen-actives, capture if possible, terminate if capture is impossible."

John Lynch sat at a small workstation, typing furiously on a keyboard as he scanned the Matrix for information. Caitlin Fairchild loaded a fresh magazine into one of Lynch's auto-pistols as she sat cross-legged on a twin bed, then she began disassembling an assault rifle for cleaning. Roxy Spaulding lay on her stomach upon another twin bed, drinking soda while watching "Broken Arrow" with Muerte.

"When are we leaving this shit-hole town?" asked Roxy petulantly, her skin covered with a thin sheet of sweat from the heat outside.

"As soon as I figure out how to get Aztechnology off our trail," replied Lynch while he continued to gather data from the Matrix.

"Haven't they given up on us by now?" asked Caitlin.

"They'll never give up until they either capture us or kill us. They'll be especially eager to get me since I betrayed them," answered John with a grimace.

"Let's leave the country then, go to Europe or something," suggested Roxy.

"That's not a bad idea, actually," admitted John. "Let me see what I can schedule."

John worked on his terminal for the rest of the day, while Caitlin went over all of their remaining gear and Roxy restrained her natural impulse to shop or go clubbing. Muerte sat in a lotus position on the floor, meditating.

It was late at night, Roxy having finally fallen asleep and Caitlin watching CNN, when Lynch spun around in his chair, his eyes narrowed with alertness.

"An aircraft is coming, military grade," growled John.

Caitlin tossed Lynch his rifle, then shook Roxy awake, pressing a pistol into the sleepy girl's hands. A dull roar grew steadily closer as a bright light filled the hotel room's only window. Lynch rushed to the side of the window, then carefully peeked from behind the thin drape.

"Aztechnology assault chopper, coming right for us," hissed John.

Caitlin ran to the other side of the window, crouching low as Roxy hid behind her bed, pistol shaking in her small hands while Muerte knelt beside her.

"This is Lt. Guererra commanding Aztechnology Special Ops. You will discard any weapons and come out with your hands up. If you do not comply in ten seconds, I am authorized to open fire and terminate all four of you," declared the Aztech officer over the helicopter's PA system.

"Fuck that," snarled Lynch before he shattered the hotel window with his rifle and fired a long burst at the chopper's windshield.

Tracers slapped against the bulletproof glass, provoking the helicopter's gunner to open fire. Gun pods on the chopper's wing stubs flared hotly as they released hundreds of rounds at the hotel building. Glass shattered and holes burst along the walls as bullets tore into the team's room and ravaged the interior. Lynch maintained a steady stream of fire, quickly replacing spent mags with fresh ones. Caitlin bit her lower lip, then charged out the shattered door of the room, standing defiantly in the helicopter's searchlight. A gun pod locked on the tall, slim girl's form, spitting out a loud stream of bullets. Caitlin staggered slightly under the assault, her green jumpsuit tearing in several places, revealing her flat belly and graceful arms. Caitlin crouched down, then jumped towards the hovering chopper, her shoulder length red hair billowing in the wake of her ascent.

Caitlin landed on the nose of the chopper then quickly jumped again to the aircraft's right wing stub. She tore the gun pods from their mounts, then let them drop to the ground below while she punched her way inside the vehicle's passenger bay. The chopper began a slow dive as Cat neutralized the crew, then took over the pilot's chair just as the ground filled the cockpit view. She yanked back hard on the control stick, barely pulling the craft out of its fatal descent. Caitlin carefully landed the chopper in the hotel's parking lot, then shut off the engines before leaving.

"Good work, Caitlin," nodded John with a smile before he hugged the panting young woman.

"Thank you, sir," replied Cat as she returned John's hug, her arms tight around his waist.

"Now what do we do?" asked Roxy behind Lynch, her short black hair whipping about her face from the chopper blade's backwash.

"Santiago will keep coming after us unless we neutralize him. We go to Aztlan, to finish this once and for all," declared John.

"Great plan," retorted Roxy, her eyes rolling upwards to heaven.

Dr. Walsh gazed intently at his computer display, watching columns of data scroll down the screen. The glowing characters gave his face a menacing appearance as he looked up from his work to stare hungrily at Copycat, who lay unconscious within a stasis tube. Her young body was naked within the large glass tube, floating in clear, viscous green fluid. The scientist's leering eyes lingered on her small, budding breasts, tight belly, and thin bush of red pubic hair. A second stasis tube held Sublime, while yet a third held Walsh's newest subject, a Hispanic girl code-named Foxfire.

Dr. Walsh finished compiling his latest test data, saved it in his database for further study, and locked the lab's doors with a touch of a button on his console. Smiling in lewd anticipation, Walsh walked to Copycat's tank then punched a sequence into the access pad beneath it. The green suspension fluid drained out of the glass tube, and the capsule hissed open as the glass receding downwards. Copycat remained comatose as Dr. Walsh picked up her light body and carried her to one of his examination tables. He laid the nude girl carefully on the cold metal, then he ran his hands up and down her flesh, his lips trembling while he caressed her young tits and slim thighs.

Copycat coughed loudly, spitting out vestiges of green fluid from her lungs. She opened her eyes slowly, then turned her head to look at Dr. Walsh.

"What…what happened?" asked Copycat weakly.

"I've been performing some experiments on you, isolating your gen-factor for duplication," replied Walsh distractedly, his hands prying the girl's legs apart, exposing her tiny pink pussy.

"What are you doing?" inquired Copycat dazedly, her brain foggy from the after- effects of stasis.

"Just examining you. Lay back and relax," soothed Walsh before he lowered his face over Copycat's crotch, pressing his mouth into the soft folds of her labia.

Copycat gasped in shock, her legs trembling as the doctor sucked loudly on her cunt, his tongue probing her little vagina roughly. The young girl grasped the edges of the examination table, biting her lower lip to stifle her moans while Walsh devoured her pussy, his cold lips chewing on her delicate petals of warm flesh. The scientist slid his left hand up Copycat's smooth stomach, wrapping his fingers around her right tit, crushing it in a strong grip. A groan escaped Copycat's mouth, perspiration glistening on her pale brow as she closed her eyes, her crotch on fire with helpless lust. Walsh lapped his tongue up and down her quivering slit, tasting her musky sweetness, then circling around her tiny asshole, covering the orifice with his mouth before sucking on it desperately. Copycat moaned deeply, her cunt becoming wet with her juices, her small breasts heaving with each gasping breath. Walsh licked the insides of the naked girl's firm thighs, biting the tender skin, leaving small tooth marks on her young flesh. Copycat writhed under the doctor's wanton touch, her skin gleaming with sweat while she wiggled her hips, her pussy melting from sensual heat.

Dr. Walsh backed away from the moaning young girl, unfastened his trousers then discarded them on the floor. He climbed up onto the polished examination table and rammed his erect cock into Copycat's small cunt, shoving it deep into her warm belly. Copycat groaned loudly, her tiny hands pressing weakly on Walsh's chest as he pumped his member into her womb, his meat caressing the moist walls of her vagina. Copycat's slim legs lay spread apart limp and trembling while the doctor fucked her slit, his hips shoving forward mechanically, irresistibly, forcing his rod deep into her young stomach.

Tears dripped down Copycat's cheeks as she lay helpless beneath the horny man, her pussy invaded by a thick, insatiable pole of lust. Walsh's crotch slapped obscenely against Copycat's, wet, squishing sounds marking each thrust into the naked girl's dripping cunt. With a low grunt, Walsh climaxed, shooting his load into Copycat's warm depths.

The scientist slowly removed his cock from the sobbing girl's pussy, then cleaned the head in her patch of pubic hair. Walsh took Copycat's right arm, then pulled her into a sitting position. Ignoring the nude girl's tears, Walsh kissed her forcefully on the mouth, his lips enjoying the taste of her sweet skin. Breaking away slowly, the doctor pulled lightly on Copycat's lower lip with his mouth as he brushed back her sweat-drenched hair. Walsh dragged Copycat off the examination table, then led her back to the stasis tank.

"Please…don't put me back in there," begged Copycat, her lips quivering with fear.

"Nonsense. The stasis treatments are curing your multiple personality disorder, you didn't suffer one episode while I fucked you," smiled Dr. Walsh benevolently.

"No, don't!" protested Copycat as the doctor shoved her inside the tank and closed it quickly.

The naked girl beat her small hands ineffectually on the thick glass as fresh green fluid gushed out of vent ports, swiftly filling the tube. Copycat gulped in mouthfuls of the thick, clinging fluid, her lungs burning until they adjusted to the oxygen-rich substance. Waves of drowsiness washed over Copycat's terrified mind, lulling her back into unconsciousness.

Dr. Walsh licked his lips, the taste of Copycat still lingering in his mouth. He made sure that the girl was safely back in stasis, then he left to write his report and inform Mr. Santiago of his success.

====

The sun was beginning its descent into the horizon when the Aztechnology assault chopper reached the Aztlan/U.S. border. John Lynch sat in the pilot's chair, guiding the airship while Caitlin monitored the remaining weapon systems. Roxy and Muerte sat in the passenger compartment, wind swirling around them from the gaping hole in the chopper's right side hatch.

"Aztlan radar has just picked us up," informed Lynch, his cybernetic processor linked to the helicopter's sensor suite.

"Weapons loaded and ready," reported Caitlin, her right hand wrapped around a weapon joystick.

"Enjoy the ride," said John before he ignited the assault chopper's thrusters, propelling the craft over the border into Aztlan airspace. The helicopter flew quickly towards the heart of Aztlan, the jungle below them blurring past the wide cockpit windows.

Roxy clung to Muerte, her body trembling like the over-stressed frame of the airship. As the team drew closer to the capital city of Aztlan, two identical assault choppers swung behind them, firing four streams of bullets at the intruding vehicle. Lynch dived sharply to the left, dodging most of the bullet fire except for one volley that tore into the craft's light armor. The interior of the chopper shook violently while Lynch pulled up and began a random series of evasions and jinks.

"Roxy! Man the aft cannon!" shouted Caitlin over the roar of gunfire and the whip of the helicopter's blade.

The petite brunette clumsily unbuckled herself from her seat, then staggered across the tilting deck to the aft gunnery chair. Fastening herself in tight, Roxy grabbed both of the assault cannon's handles, then aimed the long weapon at one of the pursuing choppers. Roxy mashed the firing studs down, then cursed when nothing happened. Examining the control panel, Roxy found the arming switch and flipped it on. The gun clicked as a round from a belt was fed into its firing chamber, then Roxy re-aimed the weapon and tried to fire again. The cannon bucked in Roxy's desperate grip, the recoil jerking her body within the gunnery chair as a long line of tracer rounds arced in the air and punched into the right-hand assault chopper. The helicopter twisted under the attack, bullets ripping the airship's hull to tatters. The mortally wounded craft dived towards the foliage below, venting a trail of greasy smoke until it disappeared into the obscuring jungle. The remaining helicopter redoubled its attack, firing two columns of projectiles at the speeding airship before it.

"Sir! A rogue assault chopper has entered Aztlan airspace! It's heading straight for us!" exclaimed a male Security officer as he burst into Miguel Santiago's ornate dining room.

"How long until it reaches the city?" asked Miguel, his meal forgotten.

"Less than twenty minutes," panted the officer anxiously.

"Put all Security forces on alert. I want all the defense stations around the city manned and ready," ordered Santiago before he wiped his mouth with a napkin and rose from his cushioned chair.

"Excuse me for a moment, Carmen," smiled Miguel politely, his secretary nodding in acknowledgment, her sleek red silk dress shimmering under the candlelight.

The richly suited CEO walked calmly out of the dining room, then down a carpeted hallway to his office. He moved behind his desk, then summoned a program from the in-built computer interface.

"Activate cyber-control routine beta," ordered Miguel sharply.

"Control program activated," replied the warm, female voice of the computer.

"Re-initialize brain net program, then re-activate," said Santiago with a malicious smile.

"Brain net re-booted and activated," reported the computer.

"That should make things easier," observed Santiago as he withdrew a cigar from his jacket pocket and lit it with a nearby lighter.

The assault chopper vibrated from another hit, the aft hull torn and gaping from several gun pod salvos. Roxy spat in frustration, her cannon firing until it grew hot from extended use, her attacks evaded by the agile craft and its skilled combat pilot.

"We're almost there, get ready to jump!" ordered Lynch while he struggled to keep the airship in the sky.

"There are parachutes in that storage compartment," pointed Caitlin, her fingers fumbling with her chair restraints.

Roxy rose from her seat, her body slamming against the hull of the craft, just as an invisible signal washed across her brain. The cyberware implanted in her mind by Ivana Baiul, long dormant after Lynch had deactivated it, burst back to life. A cruel smile grew on Roxy's lovely face as she clasped her hands together and slammed them into the back of Muerte's neck. The mage fell forward into his restraints, allowing Roxy time to move in front of him and swing her clasped hands into his face, knocking him unconscious. Roxy turned to attack Caitlin and John, but halted when Lynch reached out with his right hand and sent a powerful burst of electricity into Caitlin's body. Cat jerked spasmodically in her seat, then fell back limply, her head lolling to the side. John looked back at Roxy, then winked companionably at her. Roxy giggled darkly as she unbelted Caitlin's comatose body and dragged it back into the passenger compartment. John flipped on the chopper's comm gear, then cleared his throat.

"Aztechnology assault craft, this is John Lynch, code beta. The gen-actives on this vessel have been apprehended. I am now proceeding to the arcology for transferal and additional orders," said Lynch in an emotionless voice.

"Mr. Lynch, your code has been verified. You are approved for landing at base pad one. Do not deviate from your plotted course," replied the pilot of the pursuing airship.

"Roger," acknowledged Lynch before he swung the chopper onto the course indicated by his flight computer.

Miguel Santiago waited patiently on the landing pad, the tail of his suit jacket flapping in the air as the damaged assault craft slowly lowered itself to the duracrete ground. Base pad one was high on the Aztechnology arcology's frame, near the summit that housed the executive offices and Santiago's personal quarters. Ms. Carmen stood close and slightly behind her boss, her short grey skirt billowing around her slim, brown legs. Security troopers rushed the airship after it landed, not waiting for the craft's wide blade to stop spinning. They forcibly opened the breeched hatch, then reached in to drag out the unconscious bodies of Caitlin Fairchild and Muerte. John Lynch hopped down to the grey surface of the pad, then helped Roxy from the airship.

"The control programs seem to be working," observed Carmen.

"Yes, but I'll want both of them examined and the software updated. I want reinforcement routines uploaded into their wetware," ordered Miguel through clenched lips.

"Yes, sir," nodded Carmen as she recorded the orders into a palm computer.

Stretcher parties moved forward, helping the soldiers place Caitlin and Muerte on two frames. Inhibitor collars were fastened around Cat and Muerte's necks then their limbs were bound to the sides of the conveyances. The bearers hustled the prisoners inside the huge corporate pyramid, escorted by the silent, rifle-bearing soldiers. Lynch and Roxy strode up to Santiago, John saluting crisply while Roxy smiled wantonly at the tall CEO.

"Good job, Mr. Lynch. Glad to have you back on my side," smiled Miguel coldly.

"Good to be back, sir," replied John, his eyes locked forward, not meeting the executive's gaze.

"And it's good to have Ms. Spaulding on our team. I hope you'll work for me just as you did for Ms. Baiul," grinned Santiago wolfishly.

"I'll do whatever you wish, sir," murmured Roxy in honeyed tones, pursing her lips while sliding her hands over her shapely hips.

"Excellent. Let's discuss it in my office in greater detail," replied Santiago as he offered Roxy his right arm. Roxanne eagerly took his arm, then leaned intimately close to the CEO, brushing her left hip against his side as she followed him to the arcology's door.

"What do you want done with Lynch and the prisoners?" asked Carmen somewhat frostily.

"Send Lynch to one of the secure guest rooms and order him to stay there. Have Dr. Walsh begin testing on Caitlin and that Muerte fellow," said Santiago before he disappeared inside the arcology with Roxy clinging to him.

"Take off your clothes, girl," ordered Santiago as he fixed himself a drink at the bar within his large office.

Roxy smiled with pleasure, eagerly removing her black tank top, cut-off jean shorts, and sneakers. Santiago turned to watch Roxy as she pulled down her white cotton panties, then reached behind her back to unclasp her bra. Roxy stood naked before her new master, her nipples growing hard with anticipation. Miguel walked slowly to his desk, then sat down in his high-backed, leather chair. He took a deep drink from his glass, then swirled the ice melting inside.

"Come here. Kneel before me," growled Miguel huskily.

Roxy swayed over to Santiago's desk, then knelt between his outspread legs.

"Unzip my pants," commanded Miguel, his brown eyes smoldering.

Roxy licked her moist lips while she reached forward to unzip the executive's expensive slacks.

"Take my cock and suck it," said Santiago.

Roxy slowly reached inside Santiago's underwear, gently pulling out his hardening cock. She smiled up at her master before leaning forward to place her lips over the head of his quivering tool. Roxy licked the tip of Miguel's cock with her pink tongue, then slid the shaft into her warm mouth, caressing the pole lovingly. Santiago moaned in ecstasy, taking another deep sip from his glass, his hand reaching down to fondle Roxy's dark, rich hair. Roxy slid her mouth against the sides of Miguel's member, her lips moistening his throbbing meat until she reached the base of his tool. The naked girl nuzzled Santiago's crotch, rubbing her nose in his musky pubic hair and round testicles. She placed one into her mouth, sucking loudly on it, licking its skin with her wanton tongue. Miguel gasped for breath, his hands pressing against Roxy's head while a trickle of cum glistened on the head of his cock. Roxy quickly lapped the fluid with her tongue, then sucked hungrily on the engorged head, her cheeks taut with strain. Roxy moved her head up and down rhythmically, her mouth a ravenous orifice as it enfolded Santiago's member, letting it slide deep into her narrow throat. Miguel groaned with bliss, his legs trembling while the young girl at his feet sucked on his shaft, adorned it with her warm saliva. Santiago could feel his orgasm building, could sense the flood of semen threatening to gush forth. The CEO stopped Roxy as she was licking up and down his tool, her agile tongue caressing his warm flesh.

Santiago pulled the naked girl to her feet, then drew her close to him, positioned her body over his lap so that she sat against his crotch. Roxy smiled with lust, her small hands guiding Miguel's burning cock to her moist cunt. The long, thick shaft sunk into her tight slit, the meat pole sliding deeply up her clenching vagina. Roxy moaned loudly then wrapped her thin arms around Santiago's neck. Miguel kissed Roxy hard on the mouth, his tongue forcing its way past the naked girl's slack lips while she started pumping up and down on his cock, her pussy clutching his pole greedily. Santiago sucked lewdly on Roxy's tender lips, then licked down her slim neck, his arms wrapped tightly around her bare torso. Roxy slid up and down faster and faster, honey dripping from her pink cunt, lubricating her master's member as it punched into her belly. Miguel reached Roxy's small breasts, his mouth roving over them, sucking them, tasting them with a glistening tongue. Roxy moaned with pleasure, kissing the top of Santiago's head while she clutched his neck with her arms, her crotch burning with approaching climax as her master's shaft thrust deep into her warm depths.

"Fuck me, fuck me harder," panted Roxy, sweat dripping from her ripening tits.

Santiago licked Roxy's delicious perspiration, his mouth slid over her soft mounds as he increased the force of his crotch thrusts, shoving his member even more violently into the panting girl's tender slit. Both lovers grunted like rutting beasts, their bodies entwined together, Roxy bucking up and down like a sex-crazed whore. The naked girl leaned backwards, her smooth back arching as she screamed in orgasm. Santiago snarled like a wild animal, his hands tightly clenching Roxy's hips, his cock sheathed inside her small stomach as it vomited a stream of gooey jism, filling her then overflowing down her bare thighs.

Roxy fell forward into Miguel's embrace, her breasts rising and falling with each gasp for breath. The sated man held Roxy against him, inhaling her feminine musk, kissing her damp, pink forelocks. Roxy pressed her face into Miguel's firm chest, then looked up tenderly at her master.

"I love you," murmured Roxy, her eyes glowing with adoration.

"Good," smiled Santiago, his right hand stroking Roxy's short hair before he kissed her deeply, possessively, on the mouth.

====

Dr. Walsh stood at the side of the examination table that Caitlin laid upon. She still wore her tattered green jumpsuit, her belly, arms, and long legs bare and tempting. Walsh fairly drooled with lust, his wide, unblinking eyes drinking in her overwhelming beauty. The scientist made sure that Cat's wrist and ankle bonds were secure, then he glanced over at a second table where Muerte was being adorned with several sensor pads.

"Begin a general bio-mapping, then try to isolate his gen-factor," ordered Walsh at the female lab tech by Muerte's table.

"Yes, sir," nodded the young woman gravely.

Walsh smiled darkly to himself as he picked up a sharp knife and slid it up Caitlin's torso, slicing the fabric of her costume, then pulling the torn strips from her body. He slowly pulled off her sneaker boots, then moved his yearning gaze over her naked form, relishing every curve and muscle.

"The computer is beginning the bio-scan," informed the female tech.

"Good. Leave me," ordered Walsh tersely.

The young woman looked from the doctor to the unconscious girl then pressed her lips together as she walked quickly out of the lab. Dr. Walsh waited until the tech had left, then he locked the door shut from his control console. The doctor moved back next to Caitlin's senseless body and tentatively touched her upper right thigh. Walsh hissed in bliss, his open hand sliding up her leg to her curved hip. Caitlin's flesh felt warm, smooth, like a ripe fruit dangling in the sun. Walsh caressed Caitlin's skin, moving up her stomach and ribs, stopping before her large, compelling breasts. Dr. Walsh licked his lips, then lowered his face to her bosom, rubbing his nose and mouth over her right tit. The round melon felt like heaven to the doctor, the warm, soft flesh engulfed his face, made him shudder in ecstasy. Walsh pressed his face up Cat's breast until he reached the pert summit. He stared adoringly at the cherry nipple, then licked it quickly with his tongue, the taste of her flesh tart like a dollop of sugar. The scientist fastened his mouth over Caitlin's nipple, suckling it like a baby starving for milk. He devoured the large round orb of female flesh, his lips sliding wetly over it, his tongue dragging around the pink knob, making it quiver with sensual arousal. Caitlin moaned softly, her mind reacting to her body's excited condition.

Dr. Walsh pressed his face between Cat's tits, his tongue licking the warm flesh of her cleavage, then moving slowly up the slope of her left breast to tease the organ's sensitive nub. Caitlin struggled weakly in her restraints, the inhibitor collar around her neck reducing her strength to that of an ordinary girl. Walsh feasted on both of Caitlin's breasts, his appetite insatiable as he sucked loudly, obscenely, on her delicious jugs. The doctor climbed up on the examination table, straddling Caitlin while he slurped on her tits. Caitlin's wide, green eyes slowly opened then grew bigger when she discovered a thin, balding man in a lab coat sucking lewdly on her breasts.

"Hey! Stop that!" shouted Caitlin fearfully.

"Ah, my goddess awakes," murmured Walsh while he rubbed his left cheek against one of Cat's dripping tits.

"Get off of me! Let me go!" exclaimed Cat, her limbs writhing in their tight bonds.

"No, you're mine," chuckled Walsh, his eyes gleaming with insane desire. He slid his right hand down Caitlin's torso, then pressed it against the girl's warm, hairy crotch. The doctor began rubbing two of his fingers between the folds of Caitlin's pussy, teasing it until it grew wet.

"No, please, stop," begged Caitlin softly, tears gathering in her eyes while her body responded to the scientist's rough advances.

Walsh moved down to Cat's glistening cunt, then slowly licked it with his tongue, savoring the sticky honey of her vagina. Caitlin gasped softly, her lips trembling with disgust and shame as the doctor licked up and down her slit, his tongue barely entering her moist fuck hole. Walsh rolled his tongue around Cat's hardened clit, covering it in drool, making it quiver in excitement. Caitlin groaned helplessly, she bit her lip to keep silent, to stop herself from betraying how horny she felt, how hot her pussy was growing.

Dr. Walsh smiled smugly, he watched Caitlin's cunt, observed how it dripped with her sticky juices. He slowly gathered Caitlin's cum with his tongue, enjoyed its sweet, musky flavor as he lapped up her slit again and again. Walsh pried open Caitlin's pussy with his fingers, stared into her tight hole that promised so much pleasure, so much sexual ecstasy. He stuck his moist tongue into her vagina, slid it in circles around the soft, pulsing walls of her fuck tunnel. Caitlin moaned from deep in her being, saliva escaped from her red lips to bead on the point of her delicate chin. The naked girl's well-endowed breasts rose and fell quickly, drool and sweat making them gleam like two monuments to lust. Caitlin's legs shook with each pass of Walsh's mouth over her cunt, his lips on her labia made her thighs weak, made them spread out limply in complete surrender.

Dr. Walsh licked the bush of Caitlin's red pubic hair while two of his fingers probed her pink slit. The digits dived deep into her warm, moist depths, caressing the flesh of her slick vagina until it closed around the doctor's fingers, squeezing them until they mashed together. Walsh pumped his fingers in and out of Caitlin's cunt, his hand wet with her fluids as he sucked hungrily on her clit, his lips pulling on the little knob until Caitlin screamed with unconscious pleasure. Caitlin wriggled in the bonds holding her arms and legs to the cold examination table, her buttocks slapped against the frigid metal as she bucked and fought the bliss pouring from her crotch. Walsh deeply inhaled the rich, feminine perfume emanating from Caitlin's pussy, the scent more addictive than any drug. He lavished adoration with his tongue across Caitlin's inner thighs, feeding on the wet honey that gushed from her pussy to trickle down her legs and ass to finally gather in a shining pool on the table beneath her crotch. Walsh cleaned Caitlin's skin of cum with his lips and ravenous mouth, then pressed his face into the pool of her juices, licking the metal until it gleamed. Caitlin lay limply on the table, her body drained of energy, her tits pumping with each labored breath.

The doctor lowered himself to the floor, his legs wobbling beneath him so badly that he grasped the edge of the examination table for support. The smell of Caitlin's excretions filled the lab, assaulting Walsh's nose until he thought he would go insane with desire for the naked girl who lay within his power.

A computer alarm shook Dr. Walsh from his obsessed reverie of Caitlin. He looked up at the terminals hooked up to Muerte just before the machines flared with electricity and exploded in a great ball of flame.

Roxanne Spaulding landed lightly on the roof of the gray-hued building, then pulled an auto-pistol from one of her shoulder holsters. The young girl was dressed in a black lace bra, a hip length black leather jacket open to her waist, tight red rubber shorts, fishnet stockings, and hot pink ankle boots. Purple lipstick adorned her full pouting lips, and her short black hair was tied loosely behind her neck in a ponytail. Roxy walked slowly to the edge of the roof, then peeked down at the ground. Two burly guards in body armor held assault rifles at attention, their visored helmets scanning the grounds of the lab facility in infrared and in enhanced night vision. Roxy bit her tongue as she attached a silencer to her pistol, then she flicked the selector to single fire. With smoldering eyes, Roxy aimed the pistol at the top of one guard's head, then caressed the weapon's trigger. The guard didn't even grunt as he died, his body merely began falling while Roxy shot the second guard through his helmet.

Roxy leapt down to the ground, cushioning her fall with a quick adjustment to the gravity around her. As her booted feet touched the hard earth, Roxy reached out and punched a code into the lab facility's door panel. The hatch hissed open, allowing Roxy to sprint inside and rush down a brightly lit hallway. Two more guards appeared from side passageways, their guns leveling on the slim girl. Roxy grinned with excitement, her blood filled with adrenaline as she raised her gun while forcing the guards' weapons down with her gen-power. Two shots hissed out, punching through both guards' visors, exploding both of their faces into bundles of dripping gore. Roxy ran past the two quivering bodies, one of her fingers switching the pistol to auto fire. She entered an elevator, then punched in another code before pressing the bottom level button. The cubicle shook briefly, then remained quiet as it dived down deep into the secure levels of the Ares research facility.

Roxy raised her pistol, then opened up when the elevator doors slid apart. Three guards jerked like broken dolls, then fell bleeding to the sterile metal floor. The petite brunette burst out into the new passage then sprinted down to a single, thick, vault-like door. Roxy entered yet another code into the door's access pad and then backed up, gun ready, as the huge door swung inwards.

Five scientists spun from consoles and notes, expressions of shock on their faces as a young girl dressed like a whore walked arrogantly into their lab and aimed a pistol at them. Roxy blew them all a kiss before firing her gun in a long, sustained burst, tearing the scientists to shreds with her armor-piercing bullets. The girl ejected her spent magazine, then slapped in a fresh one, raising the pistol at a floor to ceiling cylindrical tank. A naked girl slept in the tank, suspended in a thick, golden solution. Roxy didn't hesitate as she fired her gun, punching several holes into the tank until it burst apart, yellow fetal fluids gushing everywhere. The naked girl fell to the hard floor, her mouth gasping for air while her limbs jerked spasmodically. Roxy drew close to the nude girl, then lowered her pistol, firing a short burst into the helpless female's head. Brains and blood splattered Roxy's boots, making her grimace with distaste. Roxy shattered two more tanks, then killed the men who had floated within the containers.

Reaching into a pocket of her jacket, Roxy withdrew several small charges, setting them strategically around the lab, making sure all of the computers and printed notes would be destroyed in the imminent blast. Checking her handiwork quickly, Roxy ran to the waiting elevator, then raised her thin arms above her head. Metal groaned and protested before it burst out into the air of the elevator shaft, hurling swiftly to the surface. Roxy looked up the hole in the ceiling that she had created, then she frowned in concentration, her body rising into the shaft as the building above her shook with stress. Roxy shot up like a rocket, her hair swept back against her skull while she focused on the building above her, reversing gravity in a cylindrical zone. The floor of the building above Roxy shattered and fell upwards, slamming into a circular section of the ceiling that also broke apart and hurled up into the sky. Debris spewed out of a perfectly round opening in the roof of the research facility, creating an exit for Roxy to fly out.

Just as the lithe girl hurled out into the night sky, a dull roar began in the ground, building in strength until it burst out onto the surface, heralding the complete destruction of the facility's underground heart.

Roxy glided gracefully in the air, her arms outspread as she let the wind slide over her slim body. She spun slowly in a dizzying twirl just before her mobile phone beeped. Reaching into her jacket, Roxy flicked the unit open.

"Status?" inquired Miguel Santiago.

"Mission accomplished. Ares' genetic enhancement program is scrapped," grinned Roxy proudly.

"Excellent. Return to base and we'll celebrate," replied Santiago with a hungry growl, the desire evident in his voice.

"I'm looking forward to it, sir," said Roxy huskily before she slapped the phone shut and replaced it inside her jacket.

"But first, I have a personal matter to look into," murmured the girl to herself, her mind spinning with possibilities as she swung to the south, to the deep, hot jungles of South America.

====

Night was drawing to a close; a slight luminescence on the horizon heralded the imminent approach of dawn. Roxy descended softly to the shore of the small jungle lake, her ankle boots sinking slightly into the wet sand. The beautiful young girl closed her eyes, then reached out with her gen-power, calling forth an object from deep within the pool's depths. An ovoid pod slowly rose out of the lake, water dripping from its leathery skin as Roxy summoned it to her, then lowered it carefully onto the ground. The pod pulsed with life, veins throbbing with blood and nutrients while the being inside it began to stir. Roxy backed away slightly from the now trembling pod, her eyes latched onto the organic egg, watching as a crack appeared on its skin. Black ichor dribbled out of the rent, the trickle growing into a torrent when the breech grew wider. A delicate hand ending in a claw slid out of the puckered wound, followed by a slender white arm. The tear widened with the sound of ripping flesh, ichor spilling onto the sand, tainting the purity of the lake. A lithe female form slowly rose from the pod, her wide, bat-like wings spreading out luxuriously.

"Flare. Are you healed now?" asked Roxy intently.

"Yesss," hissed Flare, her white fangs shining in the moonlight as she threw her head back and inhaled the clean air.

"I pulled you from the water, you must serve me for a time," said Roxy formally.

"That is the Law," growled the succubus reluctantly.

"Don't worry, you'll enjoy the tasks I give you," grinned Roxy malevolently before she began invoking her power to fly.

"Wait! You must seal the contract!" demanded Flare.

"What?" replied Roxy as the succubus grabbed her left arm in a painful grip.

"Where is that little cunt, Roxy?" snarled Miguel Santiago while he stood looking out the large window of his office.

"I don't trust her, sir. You should send her to Walsh for testing," said Carmen, her voice dripping with contempt for the young gen-girl.

"No. With her brain net in place, she makes the perfect servant, and the perfect fuck toy," chuckled the CEO of Aztechnology.

"I can do more for you than that little slut," murmured Carmen sensuously as she walked up behind Miguel and rubbed her body against his.

Santiago failed to respond, prompting Carmen to unzip her skirt and unbutton her expensive blouse. The alluring Hispanic secretary moved in front of Santiago, then leaned against the smooth glass window while she finished discarding her blouse, leaving her slim body clad only in a black lace bra and matching panties. Miguel lowered his gaze slightly to watch Carmen kneel before him, his lips twitching into a slightly amused smile as the young woman unzipped his trousers and reached into his briefs. Carmen began sucking lovingly on the CEO's cock just as his office door opened, admitting a panicked tech.

"Sir! There's been an accident in the main laboratory!" wheezed the thin male tech, his wide eyes sliding down to Carmen where she continued to suck loudly on Santiago's hardening member.

"Damage?" inquired Santiago, his eyes still gazing vacantly outside at the brightly lit skyline of the city.

"The subject Muerte was killed. Dr. Walsh suffered severe burns, he'll probably lose his right arm," replied the tech quickly.

"The gen-active girls?" whispered Santiago coldly.

"Fairchild was being examined by Dr. Walsh at the time of the accident, she's completely unharmed. The girls in stasis are undamaged as well," reported the tech.

"Good. Have Dr. Walsh's injuries treated, then tell him to report back to work after one day of rest," ordered Santiago as Carmen ran her mouth up and down the sides of his throbbing pole.

Yes, sir!" acknowledged the tech before he swiftly left the office and closed the door behind him.

Santiago grabbed Carmen by her shoulders, then slammed her against the hard glass. He held her upraised arms against the window as he slid his cock around her panties and shoved it deep into her pussy. Carmen gasped, her scantily clad tits straining against the bra constraining them while Miguel pumped angrily into her hole, releasing his frustration in a series of painful thrusts.

Flare yanked Roxy's floating form from the air and slammed her into the wet, yielding sand. Roxy yelped in surprise, her body limp as the succubus tore off her jacket and bra. The prone girl smiled wantonly, allowing her devilish servant to pull off her tight red shorts, exposing her panty-less crotch to the cool lakeside air. Flare buried her face in Roxy's black-haired muff, her mouth sucking wetly on the young girl's tender, pink cunt lips. Roxy panted softly, her small hands digging into the sand while her pussy became warm with lust. Flare extended her tongue and slid it up and down Roxy's slit, caressing the girl's clit until it trembled with excitement. Flare licked Roxy's pussy over and over, relishing the taste of the prone female's soft cunt flesh. The white-skinned succubus inserted her dripping tongue into Roxy's fuck hole, probing the clenching orifice as sweet honey trickled from her womb into the horny woman's mouth.

The naked succubus withdrew from Roxy's writhing body, then sat upon her bare ass. Flare took Roxy's hands and pulled the girl to a sitting position, then dragged her forward until she was sitting between the woman's outspread legs. Flare pressed her full, ripe breasts against Roxy's back as she reached around the girl's hips with her arms, hugging Roxy close to her nude body while she began fingering the girl's pussy with her clawed hands. Roxy moaned softly, her crotch glistening with her juices as the succubus rubbed the petals of her labia, making them quiver with desire. Roxy leaned back against Flare, surrendering her young body to the succubus.

Flare licked and kissed the smooth, warm flesh of Roxy's right shoulder, the fingers of her left hand sliding up and down the moaning girl's slit. Flare nuzzled Roxy's short ponytail, her lips kissing the bare skin beneath the dark, rich hair. Long, questing fingers entered Roxy's pussy, caressing the moist walls of her clenching vagina. Flare wrapped her right hand around Roxy's right tit, squeezing it lewdly, fondling the mound of soft female flesh. Roxy groaned with pleasure, her body on fire with lust while her cunt released a steady stream of sticky fluid. The honey coated Flare's thrusting hand until the succubus pulled it out and raised it to her moist, red lips. Roxy moaned as she inhaled her own musky scent on Flare's fingers as the woman slid them into her mouth and sucked sensually upon them. Roxy rubbed her face against Flare's dripping hand until the succubus allowed her to lick her own juices from the warm digits.

"The contract is sealed. I am yours now," admitted Flare before she withdrew from Roxy and rose to her bare feet.

Roxy ascended unsteadily to her own feet, then retrieved her discarded shorts, bra and jacket. Clothed once more, the young girl rose into the air.

"We'll get you something to wear first, then I must report back to my 'master'", smirked Roxy before she disappeared into the slowly brightening sky. Flare stretched out her wide, bat-like wings and leapt up after her new mistress, her wings flapping silently in the air.

"I have a mission for you, Mr. Lynch," said Santiago as he reclined in his large leather chair. "One of our research facilities near the US border has been targeted for a raid by an American Special Ops team. I want you to coordinate the defenses of the facility, make sure everything remains secure there."

"Yes, sir," nodded Lynch. "Will that be all?"

"Yes. You are dismissed," replied Santiago coolly.

The CEO of Aztechnology watched the cyber-enhanced Lynch depart, then he pressed a button on his desk interface.

"Has the facility been evacuated?" asked Santiago.

"Yes, sir. All research materials have been shipped out, the building is sanitized," replied the male operative.

"Good. Alert the Americans then get out of there before they arrive, Mr. Lynch will be there to greet them," smiled Santiago wolfishly.

Dr. Walsh shambled into the rebuilt laboratory, half of his face still wrapped in bandages. The doctor's right arm hung stiffly at his side, the cyber-limb still unfamiliar to his healing body. His female assistant and a male tech were at one of the examining tables, giving Copycat another brain treatment. The young girl lay senseless upon the cold, smooth metal, her body naked and limp. Walsh looked to his right, where the stasis tanks lay. Fairchild, Sublime, and Foxfire floated in tubes of green ichor, their nude bodies motionless and tempting. Dr. Walsh walked slowly to Fairchild's tank, then slid his artificial hand up the smooth glass, the blue metal of his limb heavy and unfeeling.

"Doctor, shouldn't you be resting?" asked the pretty female assistant.

"Get out, both of you," whispered Walsh darkly.

"Sir?" questioned both techs in unison.

"Get out!" shouted Walsh as he spun to face them, spit gushing from his trembling gray lips.

The two assistants glanced quickly at each other, then walked out of the lab. Walsh walked ungracefully to his console then sealed the large room shut. The crippled scientist shambled to an equipment-laden worktable, opening his cyber arm to work within it. After three hours of non-stop labor, Walsh closed the access port of his arm and flexed it experimentally. The fingers curled together easily, and the limb moved much more naturally. The blue metal almost seemed to throb with unholy life. Grinning wickedly, Dr. Walsh moved slowly up to Copycat's side, then awakened her with a quick whiff of smelling salts. The petite red-haired girl coughed herself awake, her large eyes blinking rapidly under the bright lights of the chamber. Copycat raised her unbound right hand to her forehead, brushing stray locks from her eyes as she scanned the area around her.

"Oh, no," whispered Copycat, her hands pressed against her lips when she discovered Walsh staring intently at her from the foot of the lab table. The young girl closed her eyes to slits, focusing her gen-power at the leering doctor.

Walsh chuckled with dark mirth while Copycat fingered the inhibitor collar that encircled her slim neck. Dr. Walsh raised his gleaming right arm, the limb expanding and contracting like a living thing. An iris opened inside Walsh's palm, releasing a long tendril of metal that shot forward like a snake and punched inside Copycat's little pussy. The girl screamed in horror and pain, her legs trembling as the cold metallic probe wriggled deep into her vagina. Walsh bellowed with insane laughter, spittle dripping from his slack lips while he watched his artificial member thrust into the prone naked girl, violating her ripening womanhood. Copycat grasped the edges of the examination table, her hips jerking from side to side as she vainly tried to escape the metal tentacle writhing inside her warm belly. Walsh hissed with pleasure, his mind experiencing the sexual ecstasy of the tendril within the young girl's small womb. The doctor bent down to take Copycat's right leg, licking the warm skin with his moist, slimy tongue. Copycat shuddered with revulsion as she felt her ravager sample her calf and lower thigh, his mouth tasting her flesh like a hungry predator.

Dr. Walsh stood up, releasing three more tentacles from his arm to fondle and caress Copycat. Two limbs wrapped around Copycat's small breasts, squeezing them painfully, contorting them with increasing pressure. The third tentacle caressed the naked girl's breastbone and shoulders, then moved up her chin to her trembling lips. The head of the tendril rubbed against her delicate, pouting lips, then slowly slid into her mouth, forcing her jaws apart as it filled her orifice and dived into her tight throat. Copycat gagged on the thick metal member, her eyes wide with strain while the limb moved up and down rhythmically. The large tendril in Copycat's pussy pulsed with lustful energy, it pushed back and forth, filling the young girl's fuck hole, making it wet with unconscious arousal. Little metal feelers separated from the larger tentacle, they touched and probed Copycat's tiny ass hole, diving into the warm nether opening.

Copycat groaned with each new humiliation, her cunt and mouth ached from the rough thrusts of the metal tendrils inside them. Dr. Walsh grunted blissfully, his eyes were glazed with ecstasy as he felt his cyber limbs rape the luscious body of the naked girl before him. Copycat arched her back, her hips shook as one tentacle pushed in and out of her slit while several smaller members fought to slide inside her violated anus. Walsh raised Copycat off the table with the strong tendril inside her dripping pussy. He drew her close to him so he could lick and suck on her metal-entrapped tits. He licked her little pink nipples, then made little kisses down her clenched stomach, enjoying the flavor of her smooth, creamy, sweaty flesh. The tentacle fucking Copycat's mouth wrapped itself around her neck, draping off one smooth shoulder to cling down her bare, flawless back.

Walsh yanked Copycat's head back by her neck, forcing her young breasts to thrust out brazenly. He retracted the tendrils around her tits, freeing them so he could fondle them with his real left hand and lick leisurely across their rounded surfaces. Copycat pressed her small hands against Walsh's shoulders, her bare legs hung limply towards the floor while the tentacle in her cunt pumped in and out like a sex-starved piston. Walsh licked up Copycat's warm torso, then sucked lightly on her small chin. He removed the tendril from the helpless girl's mouth, then kissed her hungrily, forcing his tongue past her slack red lips. The idle tendril lowered itself to Copycat's tight, round ass, then shoved itself deep into her ass hole, widening the tiny orifice until Copycat groaned in agony.

"You love this, don't you?" moaned Walsh as his left hand caressed her cheek, sliding down her jaw to her smooth right shoulder.

Copycat didn't reply, she closed her eyes while two fat tears fell down her cheeks. Dr. Walsh laughed at her pain, then redoubled the thrusts of the tentacles in her pussy and anus until he orgasmed obscenely, the crotch of his pants stained with his cum. Walsh let Copycat fall back onto the examination table abruptly, then quickly retracted his wet tendrils back into his arm housing. Copycat curled herself into a ball, her knees pressed tightly against her heaving breasts. Dr. Walsh walked to Copycat's exposed back, then kissed the back of her head while slapping her bare ass sharply. Copycat trembled from the blow, but kept her arms clasped around her drawn-in legs. Walsh barked out one more laugh, then returned to his console.

"Return to the lab and conclude Copycat's treatment," ordered the doctor before he rested his gaze on the three naked girls within their stasis tanks.

"You are all mine," murmured Walsh, his bandaged face contorted in an avaricious grin.

====

Roxanne Spaulding strode confidently down the brightly-lit passageway, her low boot heels clicking on the polished metal floor. The scantily clad girl waited patiently in front of the main lab hatchway, her right foot tapping up and down until the hatch hissed with hydraulic motion and slid into the left-hand wall. Roxy stepped over the portal's threshold then calmly withdrew her auto-pistol in one fluid motion. The two assistants monitoring the gen-girls' stasis tanks had only a moment to gape before Roxy opened fire, tearing bloody rents into their chests. Roxy moved to the main control console where the female assistant lay in a spreading pool of her own blood, then the petite girl brought the ichor-filled tanks to life, opening vents inside them to drain the green goo away. When two Aztechnology guards entered the hatchway to investigate, Roxy fired two short bursts from her pistol, slaughtering them both with a smile on her face.

The console beeped when all of the suspension fluid had drained away. Roxy initiated the awakening sequence for Foxfire, then ordered the revival of the remaining three females. The short Hispanic girl code-named Foxfire moaned as she woke up, then she grasped the edge of her open tank to climb out. Roxy offered her a slick red jumpsuit from an equipment locker, then watched appreciatively as the attractive young woman got dressed.

"Who are you?" asked Foxfire while she pulled her long, black hair out of her body suit's collar.

"Roxanne Spaulding, but you can call me Ms. Spaulding," replied Roxy coldly. "Go out into the passageway and keep the area clear of guards."

"Why should I?" retorted Foxfire angrily.

Roxy grinned maliciously as she invoked a facet of her gen-power, making Foxfire bend under the weight of increasing gravity. The dusky-skinned girl dropped to her knees, then fought to hold herself up with her arms while grimacing with pain.

"You get the point, yes?" inquired Roxy with a taunting smile.

"Yes, Ms. Spaulding," gasped Foxfire.

"Good girl. Guard the hallway," commanded Roxy a second time, her voice oozing with venom.

Foxfire glared hatefully at Roxy, but did as she was told, her polished black knee boots pounding the lab floor as she stomped out. Roxy giggled softly to herself then lit a cigarette retrieved from a jacket pocket. Sucking hungrily on the roll of tobacco, Roxy walked up to Fairchild's open tank, her eyes caressing every curve of the unconscious girl's naked body.

"I wish I had time to collect you, but I have an appointment with Mr. Santiago. We'll have to get together some other time," grinned Roxy before she leaned down into the tank to kiss the comatose Caitlin lewdly on the lips. Roxy withdrew from Cat's luscious mouth, sucking briefly on the lower lip before letting it go reluctantly. Roxy took another drag from her cigarette, then spun to the doorway, which flared with light as Foxfire burned several guards down with a plasma burst.

"Time to resign, dear," said Roxy before she began marching towards Santiago's office.

"Damn it! Lynch escaped from the American strike team!" snarled Santiago from his desk as he read the latest report on the raid.

"I'll have Security put on full alert," replied Carmen anxiously.

"Sir! The main laboratory has been attacked! Two squads of guards are dead and I believe intruders are still in the arcology!" reported an officer from the desk's intercom.

"How were they killed?" whispered Santiago softly.

"They were burned, almost into ash," replied the guard fearfully.

"Foxfire. She escaped somehow," murmured Santiago as he reclined back into his chair.

"What are your orders, sir?" asked the officer.

"Put all guard stations on alert. I want sweeps of all levels, and I want a full combat team guarding the executive floors," ordered Santiago.

"Yes, sir!" acknowledged the guard officer before cutting the comm line.

Santiago rose from his chair and moved to a rich oak cabinet, where he withdrew two wicked looking auto-pistols. He gave one to Carmen, then slid a round into the barrel of his own weapon.

"We'll wait for them here," said Santiago just before he went to make himself a stiff drink.

Copycat whimpered softly, her mind filled with images of rape and clinging tentacles. She bolted up into a sitting position, her tiny breasts rising and falling rapidly with fear.

"It's okay, Gem. You're safe," murmured Sublime softly before she hugged the nude girl to her own bare chest.

"Rachel, I was so scared!" gasped Copycat as she clung desperately to the tall, blonde girl. "A horrible man did terrible things to me!"

"I'm sorry I couldn't protect you," replied Sublime into Copycat's short hair while she stroked the trembling young girl's neck and back.

"We better leave before security comes back," said Fairchild from the main computer console. "The entire building's on alert now."

"What? We follow you?" retorted Sublime incredulously.

"Anyone else offering to lead you out of here?" shot back Caitlin with hands on shapely bare hips.

"You have a point, do-gooder," acknowledged Sublime with a short nod. "Let me get Gem out of here."

"Don't let me go!" protested Copycat when Sublime tried to pull away. Rachel sighed softly, then hugged Gem again, kissing the girl's soft neck soothingly. Gem purred with pleasure, then moved her face next to Rachel's, allowing her to kiss the blonde warmly on the lips. Rachel's blue eyes widened in surprise, then they closed to slits as she returned the naked girl's affection. Copycat took Sublime's left hand and placed it over her small bush of red pubic hair. She moved the hand up and down, urging Rachel to fondle her little cunt.

"Make love to me, Rachel," begged Gem, her young eyes wide with supplication.

Sublime climbed into Copycat's tank, then took the prone girl's head into both of her hands, kissing Gem passionately on the mouth. Fairchild watched in disbelief as the two young women kissed and caressed each other's naked bodies, their limbs locked together in sensual bliss. Sublime's taut ass wiggled temptingly in front of Caitlin as the lithe blonde girl sucked gently on Copycat's little breasts, pinching the small nipples teasingly with her perfect white teeth. Gem returned the favor, licking the large nipples on Rachel's full, engorged tits, devouring the sweet flesh with her delicate little mouth. Rachel slid her left hand up and down Gem's slit, pressing firmly against the folds of her labia until they gleamed with the young girl's honey.

"Suck my pussy, please," moaned Gem while her small tits heaved for air.

Sublime slowly descended to Copycat's crotch, leaving kisses across the naked girl's tits, stomach and waist. Copycat spread her short legs apart, inviting Rachel to pleasure her moist cunt. Fairchild leaned on the computer console, her own pussy growing warm with arousal, her white skin becoming flushed with lust. Gem glanced at Caitlin as Rachel buried her beautiful face in Copycat's twat, her lips sucking wetly on the naked girl's throbbing petals and clit. Gem smiled a silent invitation to Caitlin, then closed her red eyes in ecstasy, her small hips vibrating in rhythm with her wet cunt.

Caitlin sealed the main hatchway shut, then walked to the open stasis tank that reeked with the sweet stench of female sex. Fairchild climbed into the tank then slowly lowered her crotch over Copycat's face. Gem deeply inhaled Fairchild's dripping womanhood, then fastened her mouth over Caitlin's burning pussy. Cat groaned with pleasure, her nipples pert and rock hard as the young girl beneath her devoured her melting slit. Fairchild arched her back, her hands clasping and squeezing her own large tits while she rocked her crotch back and forth, rubbing her pussy over Copycat's ravenous lips. Saliva and female cunt juices dripped down Gem's little chin as she sucked loudly on Caitlin's pink cunt, her nose buried in Fairchild's thick, musky pussy hair.

Sublime fingered her own pussy as she probed Copycat's honeypot with an agile tongue. She licked the sweaty insides of Gem's slim thighs while two fingers pried her own cunt lips apart, then slid in to invade her moist fuck tunnel. Sublime halted her tongue fucking to kiss Caitlin who leaned forward, her naked, melon-shaped breasts dangling like over-ripe, beckoning fruits. The two young women sucked on each other's mouths like sex-crazed animals, their tongues fencing and intertwining like horny snakes. Copycat slid her hands over Caitlin's curved hips, then fondled and squeezed the naked girl's gorgeous, tight ass. Sublime resumed her tongue probing of Copycat's twitching pussy, stimulating a new gush of honey from the prone girl's young womb. Fairchild seized the edges of the tank with both of her hands, her hips shaking as an orgasm built within her slim, sweat-coated body. Caitlin groaned from deep within her belly, her pussy spasmed as a torrent of hot fluid flooded her vagina and spewed out into Copycat's waiting mouth. Female juices gushed everywhere, escaping Gem's lips to drip from her chin, tits, and shoulders. Gem moaned softly from beneath Fairchild's crotch, heralding her own powerful climax. Copycat's young cunt opened wide to spew a stream of warm cream, a delicious dessert that Sublime was only too eager to lap up and devour.

Fairchild fell back against the head of the tank, her round ass smacking the cold metal as she sat down to rest and pant. Sublime knelt back, her blonde hair disheveled and sticky with perspiration. Copycat lay on her back limply, her body hot and dripping with sweat and feminine fluids. She smiled softly, the air thick with female musk, comforting, like a warm womb.

"We…really…better…leave…now," gasped Caitlin, her breasts pumping like an arousing bellows.

"Yes, ma'am," nodded Sublime with a jerk of her head before she rose unsteadily to her feet to help Copycat up.

The elevator doors to the executive level dinged as they opened, disgorging Foxfire who burned both guards stationed in the waiting area. The dying gurgles of the melting guards faded away before Roxy stepped into the room and proceeded to advance towards Santiago's suite of offices. The petite girl held her pistol loosely in her right hand, a full magazine ready to be unleashed at her whim. Foxfire blasted the double doors to Santiago's office wide open, then she hugged the left-hand wall when a burst of bullets shot out of the chamber beyond. Roxy deflected the bullets into the carpeted floor as she leapt to the right-hand wall of the passage. She raised her own pistol, then fired three single shots, hitting Carmen in her right upper shoulder. The lovely secretary spun in a circle, then fell to the floor in a heap, clutching her bleeding wound. Santiago screamed incoherently as he sprayed fire into the hallway, the bullets stopping only when the magazine clicked dry.

"Now!" ordered Roxy tersely.

Foxfire extended her right hand, releasing a single stream of eye-searing plasma at the re-loading CEO. Santiago ducked under his table, which exploded violently when the plasma strike washed over it. Destroyed circuits spat and crackled while Santiago popped up and fired another long burst at Foxfire. The red-garbed girl screamed as bullets ripped into her side, releasing a gush of blood that splashed against the right-hand wall and floor. Foxfire crumpled to the floor just as Roxy charged into the office and fired her own pistol at full auto. Bullets tore ugly holes into the paneled walls of the office, then smacked wetly into the ducking CEO. Santiago grunted with pain, then fell behind the ruined desk.

Roxy slowly walked towards the smoking desk, ejecting her empty mag and slapping in a fresh one. She spotted Santiago shaking on the floor, curled up in a tight ball. Roxy smiled cruelly as she aimed her weapon at the bleeding CEO, preparing to unload the gun into her former master.

A long tendril shot forward, smashing the pistol from Roxy's hand. The short girl spun to attack her assailant with her gen-power just before two more tentacles punched her in the face and chest. Roxy hurled through the air then smacked against the far wall of the office. She bounced onto the floor, then lay in a tangle of loose limbs, coughing painfully for breath. Dr. Walsh shambled into the room, giggling madly to himself, drool glistening on his chin.

"Took you long enough," growled Santiago as he rose unsteadily to his feet, blood staining the right side of his expensive suit.

"Sorry, Mr. Santiago. It was time for my medication," chuckled the doctor with amusement.

"Ms. Spaulding won't be requiring medication ever again," snarled Santiago with his gun aimed down at the prone Roxy. The dazed girl looked up with glazed eyes just before the office window shattered, admitting a claw-extended Flare.

"Get her!" screamed Santiago before he fired his gun at the incoming female missile.

Dr. Walsh released his arm tentacles, trapping the seductive succubus in a net of metallic limbs. Flare struggled against the bonds holding her arms and waist, finally tearing away the metal tendril around her left wrist. Walsh screamed in agony then shot an electric current down the remaining tendrils. Flare spasmed as electricity coursed over her nubile body, draining her strength away.

"Release the woman," ordered Copycat from the destroyed doorway.

"What?! No!" protested Walsh as he dropped Flare onto the scorched carpet.

"Don't move," smiled Copycat vindictively.

Dr. Walsh froze in place while Flare regained her senses. The succubus ascended to her booted feet then stalked forward, a feral grin on her face as she reached out to grab the paralyzed scientist.

"No! Please! Help me!" begged Walsh while Flare kissed his neck and cheeks, making his flesh cold with life-draining lips.

"You're mine," whispered Copycat, her eyes smoldering with hate as Flare locked mouths with Walsh, sucking his life, his very soul, into her starving body. Finally, the dried husk that once was Dr. Walsh fell from Flare's embrace to the ruined floor.

"Roxy! Call off that demon bitch and apprehend the escaped test subjects!" ordered Santiago, a control device in his left hand.

"Nnn…no," protested Roxy as she clutched her head, the brain net burning Santiago's commands into her mind.

A gunshot silenced Roxy's denials, pushing Santiago back against the wall. John Lynch staggered into the office, his body torn and bleeding from dozens of wounds. Lynch's left arm hung useless at his side, but his right arm aimed a pistol at the wounded CEO.

"No, you're dead! You're dead!" shouted Santiago desperately.

"Not yet," smiled John grimly, blood dripping from his lips to his gnarled chin.

"Mr. Lynch!" exclaimed Caitlin from the left-hand corner of the room, where she stood with Sublime and Copycat in matching green body suits.

"Ha, ha! Whee! What a predicament!" giggled Roxy where she stood, aiming a gun at Santiago. Flare crouched next to Roxy, her fangs bared and claws clasping and unclasping.

"Fuck you all!" spat Santiago as he withdrew another control from his pocket and prepared to activate it. "If I go down, you all will fall with me!"

"It's a self-destruct! Get back!" shouted Lynch.

John jumped over the ruined desk, grabbed Santiago, and dragged him over to the shattered window. Lynch hurled the CEO out into the air, but the bleeding executive grabbed John's combat webbing, dragging him along into the void.

"John!" screamed Caitlin, her throat burning with her despair.

"Good-bye, Cat," smiled John before he disappeared over the edge of the window.

Fairchild ran to the open window, then watched as the two interlocked bodies crashed to the street below to explode in a cloud of flame from destroyed cyber-mechanics. Caitlin stared at the smoking crater hundreds of feet below, tears dripping unconsciously from her bright, green eyes.

"Well, that's two problems solved," remarked Roxy as she brushed off her legs and aimed her pistol at Caitlin. "Now to get rid of one more."

"The brain net is still controlling you," observed Caitlin emotionlessly, her eyes cold as ice.

"It's freed me. Now I can do what I want without guilt, anything I want," smiled Roxy evilly.

"Then kill me and be done with it," retorted Caitlin as she stood straight and tall.

"Works for me," shrugged Roxy before she began squeezing the trigger of her gun lovingly.

"Stop," commanded Copycat, her red eyes glowing softly.

"Damn…little…bitch," snarled Roxy, her hand trembling as she tried to break the young girl's control over her. Flare growled and stalked forward, until Sublime moved in front of Copycat and smiled tauntingly.

"It appears to be a stalemate, Roxy," observed Caitlin with detachment. "You'll have to kill me another day."

"I'm looking forward to it, bitch," spat Roxanne before she threw back her shoulders and left the obliterated office. She collected Foxfire, who leaned heavily upon her while Flare guarded their rear, snarling hatefully at Fairchild and the remaining girls just before she disappeared from the doorway.

"Warning! Self-destruct system has activated! All Aztechnology personnel should leave the building immediately!" instructed a mature female voice tersely.

"Oh, fucking great!" said Sublime with upraised eyes.

"The landing pad!" exclaimed Fairchild before she sprinted out of the office.

The three young women raced down passageways then climbed several staircases before reaching the executive helicopter landing pad. Two choppers were already in the air while the last one was almost ready to depart. Caitlin shoved waiting suits out of the way, then made enough room in the crowded passenger cabin for herself and her two companions. Sublime slammed the helicopter's door shut just as a low rumble shook the pad. Executives screamed and pounded on the chopper's hull until it rose slowly into the air, allowing Caitlin, Copycat, and Sublime great views of the exploding arcology. The summit shattered and vomited a tall stream of flame into the air while the interior flashed with a series of sharp detonations. The base of the arcology blew out, forcing the pyramid structure to collapse upon itself until only a smoke-covered pile of rubble remained.

Caitlin squinted as she looked into the sky of the east, spotting two flying forms as they ascended into the gray clouds above.

~~~~~~