Shokushu High School

Where ravaging tentacles explore the female student body

Retribution 5

Counterattack

The rising sun clawed its way over the forest and began to burn away the lingering traces of morning fog. One hundred yards from the tree line, a dozen armed men watched nervously for the slightest trace of movement. Motion, sonic, and infrared sensors fed a continuous stream of data to the guardpost's gun emplacement. Resembling a carronade, the snub-nosed gun traversed back and forth slightly on it's turreted platform, ready to loose deadly energy from it's five-inch bore at a moment's notice. In the gunnery chair a soldier gingerly sipped a cup of coffee as he tried to warm himself in the chill morning air. A warning tone sounds as his targeting console lit up. Enemy inbound. Ignoring the pain as his coffee spilt across his lap, the gunner barely had time to shout a warning to the rest of the guardpost when three vicious Guardians exploded from the forest. Moving impossibly fast the three beasts closed with the men, their cruel crystal-tipped tentacles whipping about wildly.

A loud "THUMP! " washed over the gunner as his turret fired. Grass and leaves were blown about along the path of the shot by the visible shockwave. The lead Guardian erupted in a slimy mist as the gun automatically began to traverse to it's next target. The two remaining Guardians leapt high into the air. To the left of the gunner, soldiers' automatic weapons fire mingle with the Guardian's howl as it leapt, it's cruel tentacles streaking down. Men screamed. The gunner's attention was drawn back as he felt his turret shudder. The other Guardian had finished it's own leap and was now clutching onto either side of the soldier's gun. The gunner found himself staring into the glowing slit of the Guardian's single eye, no more than a few feet away. The Guardian hissed evilly through lamprey-like teeth as it moved to strike. Screaming, the gunner pounded the firing stud. With a "THUMP! " the Guardian vanished in a red cloud, coating gun, turret, and gunner with blood, goo, and slime. The gunner sat stunned amid the carnage as the clearing grew silent. To his left, the other Guardian had never finished it's leap. Massed fire from the soldiers guns cut the beast in half, but not before it's tentacles claimed three lives. The Guardian's breakout attempt had been stopped. The forest was once again quiet, but for the gunner the silence was drowned out by the frantic beating of his heart.

Peggy-Guardian lounged in a large crystal throne at the base of a huge crystal tower in the center of the cheerleading camp while four college girls squealed and cried at her feet as they were raped almost absent mindedly by her cruel, thick tentacles. She smiled as she glanced down at the women at the mercy of her lust. Though she sat in crystal armor and brandished cruel tentacles, her facial features were that of Counselor Peggy, sweet young administrator of the cheerleading camp. A trace of lingering vanity from her human half. Her growing Guardian army continued laboring to complete the Tower of New Beginnings. Though the memories that Soth-Guardian carried were distant, she could enjoy the irony of the structure. A symbol of peace and growth on the Homeworld, it would mean destruction to the vicious Humans. A Guardian finished it's leap, landing in front of her. Kneeling down, the Hellish beast's tentacles stretched outward flat along the ground in submissive salute.

"You bring news? " she asked as she caressed her own huge tit and pinched it's blood-red nipple with long black claws.

"No Guardian is able to move past the Human's line of defense. " gurgled the monster. Peggy-Guardian's eyes flashed red and she grimaced at the news. Her thoughts were a confused mix. The Guardian part of her knew no equal, yet the Human cow she now inhabited considered the Human military as an unstoppable force. Truly they fought like nothing in the Guardian's memory, and none of the young breedstock had any concept of warfare they could absorb. Only the minor tactical information once held in the brains of the Magellan crew kept the Guardians from being overrun by the Humans. It would still be some time before the Tower was ready to begin it's work. So far at least the Human forces were only interested in containment. Peggy-Guardian's Human memories knew the Humans could obliterate the entire camp from afar with out risking themselves, but they have not done so. Undoubtedly they wished to save the young breedstock. Perhaps that could be used to the Guardian's advantage.

"Let the current breedings come to term, " Peggy-Guardian ordered to a nearby Guardian, "but then cease all impregnation. The Humans won't dare attack as long as we have unbred girls hostage. " Peggy-Guardian looked down at the coeds writhing in forced orgasm as her tentacles raped them mercilessly. The girls screamed in final orgasm as tentacles swelled and pumped demonic sperm into them. The tentacles pulled slowly out of cum-soaked pussies and caressed their slime and cum-covered naked bodies as the young women moaned and softly sobbed. An evil smile formed raggedly across her deformed mouth as a plan formed within her. Her eyes glowed like candle flames as she extended a cruel clawed finger at the kneeling Guardian Peggy-Guardian spoke.

"Bring me a fresh girl from the breeding pens! " she commanded. The Guardian leapt away, bounding between the cabins. In moments it returned with a young girl wrapped in the beast's thick tentacles. The terrified girl kicked and screamed as she was brought before Peggy-Guardian. The Guardian dropped the girl to the ground who landed in a heap. Paralyzed with fear, the girl laid on the ground looking up at Peggy-Guardian, her shoulder length blonde hair unkept and in her eyes.

"Stand up, girl. " commanded Pegy-Guardian. The girl slowly got to her feet, pulling down her T-shirt she had used as a nightshirt. When the Guardians overran the cheerleading camp, most of the girls had been in bed. The girl's tattered shirt barely reached her thighs and she pulled on it, trying to get it to cover more, as if the shirt would offer her more protection from the beasts surrounding her. This only made the shirt tighter and enhance the curves of her young C-cup breasts. An enhancement that Peggy-Guardian noticed immediately.

"My...what a lovely flower you are. " said Peggy-Guardian lecherously as she rose from her throne and walked towards the terrified teen. Peggy-Guardian pulled the girl roughly to her, squeezing one of the teenagers plump tits in her clawed hand. The girl screamed and struggled as tentacles wrapped around her waist and pulled her close to Peggy-Guardian. The coed's face was buried between Peggy-Guardian's triple-D breasts and her muffled cries seeped out from the expanse of titflesh. Peggy-Guardian laughed with glee as she kneaded the girl's buttocks and ground their groins together. The demonic woman-beast forced herself to stop her molestations as she tilted the girl's head up to look at her.

"Shhhh.... it's all right girl. " said Peggy-Guardian soothingly. "I have no intention of breeding you. You are far too special. " The girl felt the tiniest twinge of hope. Perhaps the woman who was once her and the other cheerleader's friend was still in there somewhere. "No. I have special plans for you indeed. " Peggy-Guardian kissed the girl forcefully. The girl's fear renewed and she fought in vain against Peggy-Guardians advances. The girl let out a muffled scream as she felt Peggy-Guardian's throat swell and a thick tentacle moved past her lips and down the teenager's throat. The teenager's scream was cut off almost the moment it began.


The lander made one sweep around the compound before it landed next to the large mobile bunker in the center of the camp. No sooner had it's engines began to cycle down, then technician swarmed towards the craft. Even before the landing ramp finished extending, the crew began to refuel and prepare the craft for takeoff. As this was happening an officer strode quickly down the ramp and into the bunker accompanied by sever aides.

"Officer on deck! " The sound of men coming to attention accented the command as General Mitchell came into the room. Barrel-chested and grey-templed, the General's presence demanded attention immediately. Deep lines in his craggy face told of years of experience.

"As you were. " said General Mitchell. "What have we got? " he asked, turning to the Duty Officer.

"We've set up a perimeter five miles around the camp. There has been only a couple break out attempts since the initial attempt involving fifteen Guardians nine hours ago. The last one occurred at 06:15 this morning. " reported the D.O..

"How many Guardians are we up against? " asked General Mitchell.

"We counted six-hundred and fifty Guardians so far, Sir. It's unknown what the breeding time is, but it's under twelve hours. Before satellite went out we witnessed a birth. " The Duty Officer paused, visibly shaken. Composing herself, she continued. "The birth ripped the girl apart sir. If a girl is impregnated, she's dead. "

"Jesus Christ. " muttered the General. Six hundred and fifty Guardians. That means there's at least seven hundred girls still alive in that hell.

"What's this about us not able to get any satellite surveillance? " asked the General. The Duty Officer moved to a large table like screen console. The screen lit up and showed an overhead view of the cheerleading camp as she turned to face the General.

"This satellite image was twenty-four hours ago. " she said. "Watch closely, I'll speed the recording up. " The General watched as the time-lapse recording played. Scores of Guardians could be seen. Huge tentacled beasts with black carapace-like armor. More than one could be seen ravaging a poor young girl with it's insatiable phallic tentacles. The General winced. Those girls are about the same age as his own granddaughters. Most of the Guardians seemed to be building something. Several of them were swarming over something in the center of the camp. As the time-lapse continued the object grew into some sort of blue-white pinnacle.

"What the Hell is that? " asked the General.

"We don't know Sir. " replied the young Officer. "They're not using any equipment or materials that we could see to build it, and we're not even sure what materials they're using. Look here, Sir. " The Guardians began to move away from the tower which began to glow as lights began to flow over its surface. Then sheets of light and color spread out in all directions from the pinnacle. In seconds, the entire campground was covered with an impenetrable Aurora.

"That's all we've been able to get ever since, sir. It's not a shield or barrier, but whatever it is it's keeping us from seeing what's going on. "

"Son of a bitch! " said the General. "I want the best Recon team we've got. We have to know how many girls are still alive....We have to know if we can save them at all! "

"On the way, Sir. " said the Duty Officer. "They should be here within the hour. "


Two massive Guardians moved through the forest in a lumbering prowl amid the cracking of tree branches, broken as they passed. Well over eight feet tall the monsters moved their misshapen heads back and forth, constantly scanning for intruders and prey alike. Thick tentacles pulled down limb and pushed aside shrub as the Guardians continued their hunting patrol. Suddenly one stopped in it's tracks. With a gurgling sound it fell lifeless to the ground with a large, near perfect hole through it's neck. The other Guardian spun around looking for the attacker, it's tentacles poised high, ready to strike. As it turned, there was a puff of smoke and a small spray of blood. A small flash of light neatly took off the top of the Guardian's head. It fell immediately, twitched once and lay still. Several seconds later, a small patch of the forest's undergrowth rippled and flowed like a pillar of water towards the fallen monsters. Behind it four more ripples came silently out of the brush. Without stopping the five nearly invisible shapes moved quietly past the Guardians and disappeared once again.

Fifteen minutes later, in a small clearing, three of the distortions stood waiting silently. Soon the other two joined them. As one, the apparitions coalesced into five figures standing in a circle, facing outwards with weapons ready. They were clad in black skintight suits which had a sheen about them like wet rubber or perhaps some sort of fine metal mesh. Similar material hung down around their waists in skirt fashion covering their gear and each wore obscuring black hoods that extended down their backs, hiding small backpacks.

The stealthsuits they wore were marvels of engineering. Woven into the ballistic cloth of their suits were countless miniature CCD camera/screen combinations. Averaging about a dozen cameras per square inch, the cameras were the key to the team's phantomlike ability. It worked in this way: The cameras took in images of the surroundings then projected them on the screens, effectively making the wearer invisible. For example, someone wearing such a suit would stand with their back to a bush. The camera array woven into the material on the person's back would project the image to the screen array on the person's front. Thus, when someone was looking their direction, the person wearing the stealthsuit would blend into the background. Only the slightest distortion would be seen, and only if the person made any movements. The stealthsuits were the ultimate in invisibility technology. Unfortunately, they did require power and a lot of it. The stealthsuits couldn't be on all the time so they were used sparingly.

Even though the clothing hid their features, its skintight nature could not hide that these were five young women. Through the squelch of communications gear, one of them softly spoke.

"Perimeter secure. Take five. " One of them pulled off her hood and then a vision enhancement/communications facemask underneath which revealed her to be a beautiful woman with short-cropped blonde hair. After she did so, the others followed suit as she raised her weapon once more on guard. The members of Recon Team Banshee made use of their rest time quickly and efficiently as they quietly checked their weapons and gear between sips of water and bites of rations. For the past two hours they had silently moved into the Guardian's territory, avoiding the hellish beasts when possible, silencing them when necessary.

In command was Major Helen Transom, "Mother " to the rest of the squad. The attractive thirty-two year old Major had short brown hair and brown eyes, and was slim and muscular. The squad called her mother partly by the way she always looked out for the team on and off a mission, but mostly because like a mother, Maj. Transom must have eyes in the back of her head. She didn't even have to look to know when someone was screwing around.

Next to Maj. Transom, Cpt. Tamara "Rocky " Reeves was studying the motion sensor readout on her datapad. With her glasses and long black hair up in a bun, Tamara looked more like a librarian than a special forces officer...at least from the neck up. "Rocky " Reeves' athletic body was near perfect. Slim, muscular, and very well proportioned, she had the body of a porn star...except her 34D breasts were real.

The short-haired blonde was Lt. Nadjia Kenovolov, but the team just calls her "Minx ". The nickname was well earned. Though partly due for her standoffish, sometimes cutting personality, as the Stealth Specialist of the team she lives up to her namesake. Minx's catlike agility and her ability to move and kill silently was very respected. Lt. Kenovolov sat quietly sharpening her weapons of choice, two razor sharp knives.

When Katherine McGee was in boot camp, it was the running joke that of her 5'5 " 125lb frame, 4' and 80lb of that were breasts. Measuring a very healthy 40DD, she was the target for every joke, advance, and ridicule under the sun. That only made beautiful Irish redhead mad. Now, Sergeant Major "Tits " McGee wears her nickname as a badge of honor, and as Recon Team Banshee's Heavy Weapons Specialist, she has the firepower to back it up.

While Tits McGee was polishing the snub barrel of her pulse cannon, Sgt. Susan Cooper was double checking the satchel charges and other explosives she was in charge of. Susan had been bored with studying economics at the exclusive all-female boarding school her wealthy parents insisted she attend, so one night, she left. She wanted to do something more, she wanted excitement, she wanted to be where there were lots of MEN! The military seemed to be the obvious choice. For Sgt. Cooper, it was the right one. The golden haired beauty has found a home with the Banshees and there is nothing more exciting than watching something blow up. Due to that, and her explosive temper, it's no wonder the rest of the team calls her "PMS ".

Newest to Recon Team Banshee was Corporal. Hitomi Kotani, the team's Sniper. Armed with a large bore pulse laser, Hitomi was known as the team's "Angel ". Her steady aim and deadly skill was there when the team needed "divine intervention ". Slim and very well proportioned, Hitomi wore her silky black hair in a long braid which she looped around her neck. She looked more like a Japanese princess, but when the time came Angel was all business.

Mother studied the map of the area while her team gathered round.

"Ok. It looks like we have about a mile and a half to go before we reach the camp. Minx, you take point. Rocky, Tits...you cover our ass. We don't have much time to find the hostages so let's get it right this time. " Mother looked up at the sheets of cascading color just above the treeline. "Minx, this damn aurora they've put up is worsening the closer we get. We've already lost contact with basecamp. Don't get out of short communications range. " Minx nodded silently as she donned her facemask and hood. Activating her double-sized powerpack, the young blonde rippled into nothingness as she vanished into the woods. Watching her move ahead via the telemetry image in their faceplates, the rest of the team, visible and wary, quietly made their way deeper into the forest.


"Man, I hate this shit. " muttered a perimeter guard to his teammate. The two men stood a hundred yards from the tree line in heavy Black Knight assault armor. Fully enclosed and powered, these battle suits were the best that the military had to offer. There weren't many of them. There didn't need to be. Still, it didn't keep the man inside from feeling the fear-laced drops of sweat as they ran down his cheek.

"You'll be ok, kid. " said his older companion. "This is just picket duty. You ain't seen anything till your armor and four others are the only thing against an armored column. Now that's fun! " The younger soldier looked at the tree line through the plasteel reinforced electronic eyes of his faceplate. Imaging and targeting data were constantly being fed into his battle computers and relayed to his arsenal of weapons. Status: no incoming targets.

"We've been on station for sixteen hours, " he said to his elder, "we haven't seen a single one of those things...only that damnable glow from their curtain deep inside the tree line, but every time they do show up somewhere it's all perimeter forces can do to stop them. Why don't the brass call in an air strike or nuke 'em and be done with it? "

"Because there's still several hundred sweet young things in there that may still be alive. We'll know more soon. "

"Sarge, what if they all try to break out. The perimeter grunts can't hold against all of them! "

"I know kid, but that's why we're here. We're the Black Knights! I know you're green to the unit, but you had to be the most frightening piece of work in your whole division just to apply. None of us have ever come up against bugs like this, but they've never come across the likes of us either. We're the nastiest sons of bitches Earth Defense has to offer. We make the devil piss himself and when five of us are on the battlefield we're the fist of a really pissed off God! Semper fi! "

"Hoo Rah! " replied the young soldier, feeling a bit more confident. The sarge always knew what to say. "How about when our relief comes... " The soldier's sentence was cut short his Sergeant dropped into a fighting stance. Servos locked and reinforced his frame as his shoulder mounted pulse lasers came online and cycled to readiness. The young armored trooper readies his own armor as he scans his targeting data. INCOMING: SINGLE TARGET...

"Sarge.... " he said. A figure exploded from the tree line running as fast as it could. Startled, the trooper fired two of his hip-rockets.

"HOLD YOUR FIRE! " yelled his Sergeant, but it was too late. The deadly missiles closed rapidly with the young woman running toward them. The teenage girl saw the rockets coming toward her and screamed as she fell to the ground, covering her head with her hands. The Sarge bit down hard on the firing tab inside his helmet as his faceplate lit up with the muzzle flash from his laser cannon. A dozen lances of light leapt from his shoulders and raced across the field. Two of the beams contacted the rockets, detonating them in midair. The terrified girl fell silent as smoke and debris washed over her. The girl looked up at the two men, her face streaked with dirt, blood, and tears. Even as the realization that she was saved began to form a smile on her lips, the foliage behind her erupted and the Guardian was upon her.

"Nooooooo! " screamed the girl as the Guardian grabbed her by the back of the neck and jerked her off the ground. As she struggled against the beast's iron grip tentacles coiled around her arms and legs and a clawed hand ripped through the terrified girl's T-shirt, exposing her young breasts. One hundred yards away, the Sergeant leapt into the air with a mighty war cry. Powerful servos and thunderous jet assist propelled the warrior across the field as the Guardian turned to meet the new threat. Holding the terrified girl high in a pair of it's tentacles, the Guardian flexed it's claws as crystal-tipped tentacles whipped about in anticipation of battle. The Sergeant's armor almost rippled like muscle as he fell towards the monster. As he finished his leap, the armored soldier released a long blade from his forearm sheath. The Guardian howled and shot it's deadly tentacles at its foe, then screamed as the Sergeant brought the razor-sharp blade down, severing the members in a spray of blood. Enraged, the Guardian dropped its young prize and grappled with the Sergeant. The girl fell to the ground in a heap, knocked unconscious. One hundred yards away the younger soldier stared at the combat developing. Regaining his wits he made his own leap intent on rescuing the girl while his Sergeant did what he did best.

Demonic muscle and bone was tested against Earth Defense metal and the Sergeant's steel resolve. Tentacles whipped about searching for a weakness as the deadly wrestling match continued. The Sergeant smiled as the Guardian screamed, drowning out the sound of a very satisfying snap. "The bastard won't be using that arm for the rest of his life. " he thought. The beast ignored it's now useless arm and attacked with tentacles. The Sergeant threw up his right arm in defense. Tentacles wrapped around his arm. The Sergeant could feel them squeezing, but he wasn't concerned. No way could these things hurt him. It's all over but the crying. Suddenly, the Sergeant screamed. The deadly crystal tips of the tentacles thrust down and broke through the softer metal of his armor's elbow joint. The tentacles burrowed in past his defenses and the Sergeant screamed in agony as the tentacles churned inside his armor, turning his arm into pulp. The younger soldier looked back in horror as he leapt away with the unconscious girl.

"SON OF A BITCH! " yelled the Sergeant as he activated the emergency release. With a loud click, a razor-sharp iris valve clamped shut, severing his arm just below the shoulder. Immediately, painkillers and mood suppressants were injected into the stump in an effort to keep the Sergeant from going into shock, but he knew he didn't need them. He was too mad.

"You big-ass squid-smellin' couldn't-get-laid-on-a-dare MOTHERFUCKER! " yelled the Sergeant as he head-butted the Guardian followed by a dozen lightning fast punches to the beast's face. Dazed, the Guardian staggered back, leaving itself wide open to attack as the Sergeant drew his fist back. In one massive armor-assisted thrust, the Sergeant struck, punching with his remaining arm through the beast's ribcage and deep into its chest. "That was my best arm!!! " The Sergeant flipped the switch on his armor's capacitors. Forty megajoules of electricity coursed through his armor and into the dying beast. The Guardian bellowed an unholy scream as it literally cooked on the Sergeants armored fist. In seconds the beast was reduced to a searing black paste at the feet of the triumphant soldier. The young armored trooper set the girl down a hundred yards away and leapt back to his superior's aid. The Sergeant stood in his now powerless armor over the smoldering remains, but his wounds had finally caught up with him. He was scarcely aware of his armored companion leaping next to him and was unconscious by the time he fell into the young man's arms.


Recon Team Banshee moved silently through the forest spaced apart at five meter intervals. They were near the cheerleading camp now. Every so often they could hear the bellowing cry of a Guardian echoing in the distance. To conserve power, the team moved without the benefit of their stealthsuits. Only Lt. Kenovolov, in point position, was obscured by her stealthsuit's masking screens. As the team's stealth/infiltration specialist Minx had the luxury of having a double sized power pack and could therefore remain hidden for longer periods. The rest of the team, however silently the moved, felt naked and obvious. The team had made it up a large hill paralleling a small gully. Mother glanced at the map in her heads-up display. She held up a hand and gave three quick gestures. 'The objective is one half mile to the northeast. Be on guard.' As one the team readied their weapons and pulled in a little closer. At the far edge of the hill, PMS moved to step over a fallen log. As she did so, the rotted wood gave way, causing her to lurch to her right. Her foot came down in soft overgrown earth which promptly gave way. A sinkhole opened up and Sgt. Susan 'PMS' Cooper was gone. The team stopped dead in their tracks their guns tracked instantly to the sound of the commotion. Mother and Rocky moved quickly to the hole while the other teammates formed a defensive perimeter.

"Sergeant! " said Maj. Transom quietly into her comlink. "Sergeant! Are you all right? "

"I'm fine Mother. Just being a stupid and clumsy bitch! " replied PMS indignantly. "I'm about thirty feet down in some sort of sinkhole.

"We'll lower a rope to you. " said Rocky.

"Negative, sir. " said PMS. "I see light off to the side. We're too close to the camp now to take the time and to risk the noise of pulling me out. I'll catch up to you. " Mother sighed grimly as she thought it over.

"Agreed. " Mother said. "We'll rendevouz at grid six oh three five. If you're late we'll start using the auxiliary explosives without you. "

"Not on your life SIR! There's no way I'm going to miss out on the fun! " she chided back smiling underneath her facemask.

"Ok, " said Mother standing up, "let's go. "

PMS moved through the rubble and debris of the sinkhole towards the opening in the side of the hill. She peered out for several moments then cautiously made her way outside. For several minutes she made her way along the floor of the gully until it opened out into a small grassy clearing ringed by dense trees. As she crossed the clearing PMS became aware of sounds coming through the trees. Crouching down she stopped and listened. PMS soon recognized the screams of several girls along with the howls of Guardians. Keeping low, she made her way towards the sounds. Through the trees PMS could make out the entrance to a large cave. A Guardian was there at that moment carrying a nude girl's unconscious form draped over it's shoulder as it disappeared inside. The young demolitions expert activated her short range communicator.

"Mother, this is PMS. Are you there? " Static. "Mother, this is PMS. Maj. Transom, do you read me? " Sgt. Cooper looked up at the multicolored aurora pulsating above the treeline. 'That damn thing has cut communications range down to nothing.' she said to herself.

"Initiative time. " said PMS as she strengthened her resolve and moved toward the cave. Activating the dwindling power supply on her stealthsuit, PMS looked as if she walked through a waterfall. Her image rippled and she was gone.

The briefing room was lit with a soft green light from the tactical satellite map being projected on the wall. Though not large, shadows at the edges of the room made it seem cavernous. Thick cigar smoke wafting here and there intermingled with the buzz of tacticians reporting and relaying to each other, which gave the whole scene a surreal air. General Mitchell stood over a table surveying readouts, the end of his cigar glowing like a spearhead in the heart of a weaponsmith's forge.

"Any signal from the Recon team? " he asked.

"No sir. " replied Lt. Ibanez, one of his aides. "The radios still can't penetrate the Guardian's aurora, and no flares have been spotted since their last check in.

"General Mitchell! A civilian has escaped from the Guardian enclave! " said a soldier urgently as he burst into the briefing room.

"What?! " said the General. "When? "

"Just now, Sir. " he replied. "Two of the Black Knights rescued her after she made it to the perimeter on her own. She's in the infirmary now. The docs are checking her out. "

"Is she conscious? " asked General Mitchell.

"Not yet, but the docs said she should be soon. " General Mitchell picked up a data recorder off the table and handed it off to his aide.

"Hanson, " he said to the young officer, "you and Ibanez get down there and get a statement from her the moment she's awake! "

Cpt. Robert Hanson and Lt. Rose Marie Ibanez walked quickly across the compound to a long prefab building. Outside there were two suits of Black Knight armor. Fifteen feet tall and horribly beweaponed, one of the terrifying behemoths towered over the orderlies and technicians as they swarmed about his fallen comrade. Lt. Ibanez couldn't help but stare as she passed. Black Knights weren't invincible, but their reputations were. To see a Knight wounded like this was unnerving. The injured Knight was pitted and scarred, and missing an arm halfway above the elbow. His servos on his joints were melted and fused, and the technicians were laboring with the manual release hatches to remove the injured pilot.

"You take care of the Sarge, you hear me? " said the standing Black Knight in a cold demonic voice as deep and dark as a well a killer would drop a victim into. The scientists in the Psych Warfare Dept. calculated to ten decimal places the harmonics needed to induce the primal fear/flee response. All the doctors in the compound could guarantee the accuracy of those calculations.

"We'll give him the best we got Sir. " replied an orderly in fearful respect. The Black Knight turned without looking back.

"I'm going back on station. " he said as he walked away. "The relief squad can head for the barn. If any of those sons of bitches want to try it again, they're going to have to deal with me! " The lone Black Knight leapt into the air, his jet assist sounding more like a monster's roar than engine exhaust.

Lt. Ibanez walked hurriedly into the main infirmary room, catching up to Cpt. Hanson as he talked to one of the four nurses on duty.

"Does she show any signs of impregnation? " asked Cpt. Hanson.

"We haven't had time to do anything more than hormonal tests. " replied the pretty blonde nurse. "We should get them back from the lab within the hour. The doctors are prepping for the Black Knight pilot's surgery, so we've just been taking care of her superficial wounds.

"Sir, " spoke up another nurse tending the young escapee, "she's coming around. Cpt. Hanson and Lt. Ibanez quickly moved to the woman's bedside.

The young girl moaned as she slowly regained consciousness. Slowly and deliberately, she opened her eyes. Then, after a second of staring into space she began to scream and thrash about wildly.

"Noooooo!! Keep away!! Keep away!! " she screamed. Cpt. Hanson and the blonde nurse tried to restrain her as the nurse talked softly to the girl in an effort to calm her down. Lt. Ibanez looked on with pity. She couldn't imagine what the poor thing had endured. After a few moments the teenager was calmed down to the point that she lay there sobbing quietly to herself.

"You're safe now. " assured Cpt. Hanson. "I'm Cpt. Hanson and this is Lt. Ibanez of Earth Defense. We're not going to let anything happen to you. " The woman's tear-filled eyes looked at them through unkept blonde hair.

"Soldiers. " she whispered. Cpt. Hanson and Lt. Ibanez looked at each other, then back at the girl. At least she was becoming coherent.

"That's right. " said Cpt. Hanson. "We're aides to General Mitchell. I know it will be hard, but you have to tell us what's going on in the camp. We'll save your friends, but we have to know their strengths. Where are they keeping the campers? " The girl looked at Cpt. Hanson and Lt. Ibanez could tell that she was about to slip into hysterics again. This was all too much for her.

"Just tell us what you can. " reassured Lt. Ibanez. "My name is Rose Marie. What's your name, honey? " The girl mouthed a word, but didn't speak. Cpt. Hanson leaned in closer. Suddenly, Cpt. Hanson's body jerked as the girl drove her hand deep into the man's chest. With a loud, wet snap, the teenager's fist broke out of the Captain's back, clutching his spine. Her eyes flashed red.

"Guardian. " the girl hissed as the nurses began to scream.

Lt. Rose Marie Ibanez recoiled in horror as she reached for her sidearm. Suddenly a dozen tentacles exploded from the bed in a spray of fabric that was the girl's hospital gown. No sooner had Lt. Ibanez drawn her pistol than a tentacle knocked it from her hands. The young Lieutenant screamed as the cruel member wrapped around both her wrists and jerked her off the ground. Lt. Ibanez hung there kicking in the air as she watched the Guardian's tentacles shot out across the room and snared the nurses with unholy accuracy. The nurses were pulled to the Guardian as tentacles burrowed into white uniforms and tore them to shreds. The four terrified nurses' screams were cut short as tentacles forced past their lips. Tentacles wrapped around the nurses' eight collective breasts while four more thrust deeply into their tight pussies. The four nurses moaned and issued muffled cries as they struggled against the beast raping them. The tentacles pistoning out of their wet snatches only thrust harder and faster.

The girl-Guardian discarded Cpt. Hanson's lifeless body and stood up, her remaining tentacles wrapping around a large medical console table as she did so. Effortlessly, the beast slid the heavy device across the floor and into the doors, barricading them closed. Lt. Ibanez watched in terror as the Guardian revealed it's true form. Bone cracked and muscle swelled as the girl-beast nearly doubled in height. Creamy white skin became blood red with streaks of white and black as black crystal pooled liquid-like on her shoulders, arms, and legs, then solidified. Unholy eyes glowed an evil red. The Guardian spoke.

"You are soldier. " the beast said in a gurgling hiss to Lt. Ibanez. "Peggy-Guardian requires your knowledge. You will serve. " New tentacles appeared out of the Guardian and shot towards the terrified girl. Instead of ripping off her clothes, however the tentacles burrowed underneath. Rose Marie Ibanez screamed as she felt slimy tentacles force past her bra and slide across her D-cup breasts. Down below, a tentacle shot up her skirt and pulled her panties down around her knees while tentacles wrapped around her ankles. The horrific tentacles tilted Lt. Ibanez back and spread her legs apart. Deep inside the Guardian something stirred. Inside was a piece of Soth-Guardian himself. Special Guardians created by Peggy-Guardian had such a piece inside them.

When Soth-Guardian captured Peggy Collins, the Cheerleading Camp's head counselor, he had been mortally wounded in the battle between Cpt. Monteir and the subsequent crash of the Magellan. The beast transferred the Guardian portion of his body to the girl. Doing so meant he would die but Soth-Guardian's wounds made that inevitable. Now, as Peggy-Guardian the beast would continue the path of revenge initiated by Soth. The Guardians created by impregnating the girls were brutish monsters, driven only to kill and to reproduce more Guardians. When Peggy-Guardian needed a lieutenant capable of independent thought, however, she could give a small piece of herself, just as Soth-Guardian did to the the male crewmembers of the Magellan. Unfortunately, as Peggy-Guardian was not the original Guardian, she could only create such enhanced Guardians sparingly.

The Guardian opened it's mouth wide, revealing a mass of anemone like tentacles and it's mouth was ringed with small teeth, like those of a lamprey. The Guardian's throat swelled, then it coughed, shooting a section of short, black tentacle through the air and in between Rose Marie's legs. Lt. Ibanez screamed wildly as she felt the two foot long section of tentacle writhe inside her skirt. Slowly the tentacle undulated and crawled it's way towards the woman's exposed pussy. Lt. Ibanez screamed and bucked as she felt the tip of it brush her velvety lips. Suddenly, the short tentacle thrust past and entered Rose Marie's vagina, causing her to gasp loudly. Wide eyed and gasping, Lt. Ibanez shuddered and convulsed as the tentacle crawled slowly into her. Within moments, the last bit of tentacle disappeared past her wet pussy lips.

It's mission complete, the Guardian dropped the young Lieutenant and moved toward the far wall, the four nurses still being raped mercilessly in midair as it did so. Without the piece of Peggy-Guardian within it, the Guardian was already dying as it began to smoke and dissolve. With powerful clawed hands, the Guardian ripped through the wall and leapt outside with the four nurses to meet its fate. As Lt. Ibanez sat up slowly she could hear screams and weapons fire coming from outside. Taking a moment to pull up her panties and straighten her uniform, Lt. Ibanez walked through the jagged hole in the wall. Several yards away, a dozen soldiers surrounded the remains of the beastly Guardian. The four nurses lay around the Guardian, killed by the beast as it exited the infirmary. The soldiers were too busy watching the Guardian melt away to notice Ibanez-Guardian get into a ground car and drive towards the Cheerleading Camp.


"Mistress, you are whole once more. " Peggy-Guardian looked down from her throne as Ibanez-Guardian walked towards her. The soldier Guardians parted like a curtain as she approached. Even though she still appeared as a normal human, they could tell when a Master Guardian was in their midst as they bowed, dropping their deadly tentacles in salute. Ibanez-Guardian carried within her an original piece of Soth-Guardian which made her a Master, capable of intelligent thought. As she approached, Ibanez-Guardian effortlessly ripped off the clothing of her former life as Lt. Rose Marie Ibanez, member of Earth Defense, and walked naked to Peggy-Guardian. Peggy-Guardian looked at her knew weapon approvingly. One of Peggy-Guardian's tentacles moved slowly and almost gently towards Ibanez-Guardian. It curled around one of her large, firm breasts and caressed its dark brown silver dollar sized aureole lovingly.

"I am pleased. " Peggy-Guardian said lecherously.

"My knowledge of combat is limited, " said Ibanez-Guardian, "but it is yours to command. I know their weaknesses and how to exploit them. "

"Tell me of this. " commanded Peggy-Guardian.

"They think we will behave as animals. " she began. "They will not expect a directed attack. Also, they will not attack us until they know the location of their women. There is a small force in our midst as we speak searching for them. "

"What?! " exclaimed Peggy-Guardian. "Our patrols have seen nothing! How is this possible? "

"The force is known as a Recon Team. " explained Ibanez-Guardian. "They are adept at stealth and they have devices which hide them from sight, but as long as they continue to search we will be safe. They will not wait forever though. Even the young human you inhabit knows they have weapons that can destroy this entire region if necessary. They are reluctant to use such things, but they will. The time to act is now. " Peggy-Guardian sat in her crystal throne and digested the words. Ibanez-Guardian was right. The time to attack was indeed now. The humans would not wait much longer. They would attack and the Guardians would lose and the chance of revenge for the murders on Homeworld would be lost. Peggy-Guardian looked up at the tall crystal spire her throne was at the base of. The aurora was deep and powerful and the spire itself glowed with the energy it had collected. The time for the Tower of New Beginning was at hand.

"We will attack! " said Peggy-Guardian as she stood up, her tentacles whipping about in the air. "Ibanez-Guardian. You will lead the assault. Strike at their weaknesses and let no human live! "

"What of the enemy Recon Team? " asked Ibanez-Guardian.

"Leave them to me! " said Peggy-Guardian with a smile. "I have plans for them. Now go! "

Ibanez-Guardian stretched out her hands high into the air as she began her transformation. Her muscles rippled and swelled as she grew nearly two feet taller. Large D-Cup breasts undulated and swelled, growing to triple D stature. Ibanez-Guardian's eyes flashed and glowed flame red as her mouth split into the gaping, lamprey-like maw of a Guardian. A dozen thick, muscular tentacles sprouted from her body as crystal flowed like black quicksilver over her body. The transformation was complete. The crystal solidified but it did not resemble typical Guardian Armor. Ibanez-Guardian was clad in a warped version of Earth Defense Blast Armor. Thick crystal plates adorned her body with some notable exceptions. Her arms and legs were bare except for crystal in the form of bracers and grieves. Her torso was covered, but over her breasts the armor formed the caricature of a gaping maw. Handfuls of mammarian flesh swelled between cruel black teeth and her long, diamond hard nipples were visible. The armor was crotchless. On Ibanez-Guardian's head was a crystal helmet fashioned like a demonic cross between an Earth Defense helmet and a human skull. At the tips of her many tentacles there was crystal, but unlike a normal Guardian's pointed sheaths, these were shaped in a variety of deadly edged blades. Peggy-Guardian looked down at her in deep satisfaction.

"Go my Warmaster! " commanded Peggy-Guardian. "Take our forces and seek RETRIBUTION! "

Ibanez-Guardian turned and leapt into the woods, traveling at incredible speed. As one hundreds of Guardians turned and followed her, bellowing deafening howls which roared like thunder. Peggy-Guardian watched with supreme satisfaction as her forces disappeared into the forest, then she turned to look at the Guardians who had stayed behind. Here in the camp were about twenty Guardians, her own personal escort. In addition, there were thirteen Guardians standing in a row. Twelve were hellish beasts, Guardian from head to toe. The thirteenth was a girl-Guardian...a Master.

"It is time to rejoice at the Tower of New Beginning. " Peggy-Guardian said to them. "Take your places. " The twelve Guardians moved to encircle the huge crystal spire. As they did so, each of them began a low wail, almost forming a haunting dissonant chord. Crystal at the base of the tower rippled and flowed as the Guardians approached. When they reached the base, the crystal flowed over the Guardians and encased them in cocoons. The crystal cocoons solidified and began to glow as they melded inside the tower. Peggy-Guardian looked at the Master girl-Guardian and stretched our her clawed hand.

"I have special plans for you. " she said as crystal flowed up from the ground, encasing the girl-Guardian in a cocoon of her own.


Sgt. Susan Cooper knew beyond a shadow of a doubt there was a Hell. PMS had followed the sound of Guardians and the screams of girls into a large cave, but she was not prepared for what she found. Even through her mask the cavern reeked of blood, sex, and death. The young demolitions expert had discovered the Guardian birthing chambers. Gallery upon gallery of the mutilated bodies of young women. Each one looked as if it had been torn apart. Among the dead were scores of juvenile Guardians. Juvenile was perhaps a misnomer as each were nearly as large as a full grown man and growing larger by the minute. The newborn beasts moved among the bodies of the dead cheerleaders howling evilly while feeding on the corpses. PMS was wild with terror and prayed over and over that her stealthsuit's powercell wouldn't give out. As terrified as she was, PMS forced herself deeper into the cave. She still had a job to do. Carefully and invisibly, PMS moved among the demonic monsters setting demolition charges. Amid the howls pounding in her ears were the screams of girls. Several young cheerleaders still lived. Dozens of girls were immobilized along the walls and floor of the huge cavern. Some were unconscious, but most weren't. The poor teenage girls struggled insanely against their bonds as they screamed. Occasionally a pack of young Guardians found a living girl and fell upon her, gang raping her violently. Juvenile talons squeezed young breasts cruelly as multiple tentacles invaded any and all orifice. PMS fought back the bile rising in her throat and continued her work. She was setting the timer on the last charge deep in the cave when a red warning light appeared inside her facemask.

"Oh SHIT! " she thought. Her stealthsuit's powerpack was nearly depleted. The young soldier began to move as quickly as she could towards the exit of the cave. PMS could see light around the corner and she began to run. Rounding the corner PMS slammed into a Guardian, bowling them both over. The monster howled and whipped about with it's tentacles as it searched for it's unseen attacker while PMS scrambled terrified on hands and knees away from the beast. PMS was only a few feet from the mouth of the cave when a warning tone sounded in her ear. BATTERY POWER DEPLETED. Sgt. Susan Cooper shimmered into existence. The Guardian, who could now see it's prey, lashed out with it's thick tentacles. PMS screamed as the thick members wrapped around her. A few juvenile Guardians joined in, swarming over the young woman, clawing at her stealthsuit. Less than ten feet from freedom, PMS was dragged kicking and screaming back into the cave.

In a spray of metallic fabric, PMS's steathsuit and gear were ripped from her. Two Guardians held her naked body down as PMS bucked and screamed. Slime covered claws kneaded and squeezed her 36D breasts roughly as they spilled across her chest. Tentacles from several Guardians snaked and slithered across every inch of her body. The first thick member thrust between her legs and deep into her sex. Susan's scream ripped from her throat and echoed in the gallery but was cut short as a thrusting tentacled phallus filled her mouth. Choking and barely able to breathe PMS was forced to suck on a Guardian's obscene member as a thick tentacle pumped in and out of her tight cunt furiously. PMS bucked her hips madly trying to dislodge the member but that only intensified the sensations she was forced to endure. She could begin to feel an orgasm build when two young Guardians each took one of her pendulous breasts into their lampreylike mouths. PMS was unprepared for the anemonaelike tentacles in the beasts' mouths. As a thousand tiny tongues licked and massaged every inch of her fleshy tits, PMS exploded into a mind shattering cascade of multiple orgasm.

Susan's senses were overloaded and reeling. The Guardians gang-fucked PMS relentlessly. Demonic phallus thrust powerfully into the girl's tight, wet pussy while tentacles sodomized her. Through terror driven tears, PMS moaned in a constant state of orgasm. Guardian seed flowed freely and splashed white-hot all over her body. PMS gagged as her forced blowjob ended in a spray that filled her throat. The tentacle thrusting between her legs began to swell and shake and PMS could feel the beast coming deep inside her. As another orgasm began to wash over her, PMS saw a blinking light some distance away. The realization of what this was filled her brain as she orgasmed once more. This time, Susan Cooper screamed for a different reason. Massive explosions rocked the cavern and her scream stopped instantly as the blast washed over her and filled the cavern. A column of fire erupted from the mouth of the cave and all inside were sent to oblivion.

The explosions that destroyed the Guardian's birthing cavern shook the ground across the forest as the sound echoed over the ridge like a thunderclap. The women of Recon Team Banshee stopped as they each felt the tremor wash over them. They knew the sound of demolition packs when they heard them.

"Sounds like PMS is having fun. " whispered Rocky to Mother.

"Just like her to start without us...what a bitch! " whispered Mother jokingly. Inside, Mother said a silent prayer that PMS was all right. The women moved silently on, but visibly to conserve their stealthsuit's power reserves. Another tremor began. This, however, was no explosion. This was a steady rumbling growing louder and stronger. Ahead of the team, Minx was on point. Though her stealthsuit was active, the 'friend or foe transponder' in her suit showed up as a blip in her team member's head's up displays. Each of them had such a device else they could not operate effectively while obscured. Minx stopped and crouched low. She turned to signal the team then dove for cover. Team Banshee activated their stealthsuits as one and took up defensive positions. The rumbling they heard became deafening as Guardians exploded from the woods, running at full speed. Hundreds of Guardians stampeded past the surprised team. In the lead was a woman-Guardian clad in wicked crystal armor. Ibanez-Guardian. The monstrous throng of Guardians disappeared into the woods as quickly as the appeared, but each woman of Team Banshee knew where they were going. After the Guardians had gone the women became visible once again.

"The perimeter defenses don't stand a chance against that! " whispered Angel urgently.

"We have to warn them! " said Mother. "Rocky, ready the priority signal flares! Set them for maximum altitude. This one HAS to make it outside the canopy! " Tits McGee flipped off the safety on her pulse cannon.

"You want me to go slow 'em down, Mom? " she said wryly.

"There's no way you'd catch up with them in time, Sergeant-Major. " replied Mother. "Besides, we still have a job to do. "

"Major, we're ready here. " said Rocky. The team's communications specialist had assembled a small mortarlike device and was tapping in a few final commands into a small keypad.

"Do it. " said Mother. Cpt. "Rocky " Reeves nodded and hit the timer. Mother hefted her weapon and looked down the path the Guardians had came from.

"Ok. Let's move! " she said. The team moved quickly towards the cheerleading camp. The flare they left behind had a delay timer so they could get away. The flare would surely give away their position so they wanted to put as much distance between them as the team could. Seconds later, the mortar fired three times in quick succession. Thump! Thump! Thump!


General Mitchell moved quickly out of the command post and onto its front platform. A soldier turned to meet him, holding out a pair of binoculars.

"Signal flares from inside the canopy, Sir. " said the soldier as the General took the binoculars and looked skyward. The General focused on three bright spots trailing colored smoke. General Mitchell took a moment to decode what each color meant. LARGE FORCE...MOVING RAPIDLY...HEADING EAST. The Guardians were tired of waiting. At that moment warning klaxons began sounding all over the command post. Troops began running to their stations. A voice echoed over the loudspeakers.

"Alert! All forces! Guardian forces spotted. Perimeter defense posts five, seven, and nine not responding. All forces prepare for incoming attack! " Men and machine sprang to life as defensive positions were made ready. General Mitchell barked orders, directing his troops as he raced down the steps and over to the armory shack. In the distance, the sound of weapons fire was beginning to reach him. General Mitchell tried his best to ignore them as he collected his equipment. Now clad in armor, the old soldier barely had enough time to grab a rifle when the first of the Guardians reached the main compound. All around him was the sound of men dying. Guardians hit the base like a wave. For every one the soldiers killed two more took it's place. The General bit down hard on his cigar as he leaned on the trigger of his assault rifle.

Team Banshee moved quickly and quietly up to the edge of the cheerleading camp. The camp formed a wide semicircle, follow the shore of a small lake. Scattered about were several cabins and a few communal buildings. Nearly all the buildings were broken and wrecked from the initial ravaging of the Guardians. In the center was a large practice field. In the center of this open area was a huge crystal spire that glowed with an eerie blue light. The tower flowed and twisted like it was a grown living thing. The top branched out in several directions ending in short crystal stubs tilted slightly upwards. From the top of the top of the spire also poured forth the obscuring aurora that blanketed the valley and protected the camp from airborne observation and attack. At the base of the spire was a woman-Guardian hybrid with about two dozen Guardians around her. They appeared to have their attention to the tower which occasionally pulsed and emitted a low hum.

"Ok. Let's make this quick. " whispered Mother. "Angel, go get set up. Keep an eye out for anyone who might need to feel the Wrath of God. " Angel nodded, double checking her laser rifle's power pack.

"Rocky, you and Tits stay here and provide cover fire if we need it. Tits, I mean STAY HERE. You hear me? Minx, whatever that tower is, it's important. Take the auxiliary explosives and make it go away. " Minx took the charges grimly. PMS would've caught up to the team by now. She was really going to miss that bitch.

"I'm heading to the far side of the camp to look for the cheerleaders. When I find them, I'll fire a flare. When I do, take out the tower. Rocky, you and Tits keep them busy while I free the girls. When I do, I'll signal for the transports. Be ready to go... we're not waiting on anybody. Once the civilians are out I'm sure the brass are going to drop everything they've got on this place. " said Mother. "Our suits are just about running on empty so let's not get fancy. Go! " The team nodded to each other and set off on their individual assignments.

Peggy-Guardian looked on with smug satisfaction as the Tower of New Beginnings collected the final bit of power. All was ready. She did not notice a small distortion wash over the base of the tower, nor did she see the small device that suddenly appeared deep in a crevice. Minx had been this close to the enemy before, but they weren't monsters like this. Cold blooded as she was, Minx still had to suppress a chill as she set the last charge. As she did so, she gasped. Inside the crystal face in front of her, something moved. A Guardian! Minx froze, hoping against all hope that she had not been seen or heard. As soon as her nerves would allow, she quietly slipped away as her heartbeat pounded in her ears.

Mother moved quietly through the camp. All around her was the sickening aftermath of the Guardians' attack. Torn clothing, sometimes bloody was everywhere. Mother did her best to ignore it, but she couldn't help but imagine all the horrors the campers had been through. As she turned a corner she heard the sound of girls crying. Up ahead was several cabins. Between the cabins walls of what appeared to be translucent crystal had been erected, forming a kind of large paddock between the buildings. On the other side of the walls distorted by the crystal, Mother could make out scores of young women. A Guardian paced back and forth, vigilant and wary. Mother moved quietly towards the monstrous sentry, and as she did so she fitted her pistol with a silencer.

Minx returned to the position Rocky and Tits had taken. Reaching into a pocket she pulled out a small radio detonator. Tits McGee softly spoke up.

"Looks like some sort of ceremony is happening. " At the base of the spire Peggy-Guardian stood with arms outstretched.

"My brethren! " she began. "Our time of revenge is at hand! Today we will have revenge on the Humans who committed Genocide to our people! The blood of those Guardians have sworn to protect shall be avenged. In the time of the old hatchings, the Tower of New Beginnings was the symbol of communal rebirth. Even as our elders used the spire to start new colonies and new lives, so we will use it to bring retribution to humans wherever they may be! Victory!! " The Guardians around her howled in rage and delight as the tower began to pulse. Brighter and brighter the spire began to glow. Suddenly there was a deafening roar as the top spouted flame. The aurora canopy flowed as if disrupted by something leaving at terrific speed.

"It's a mass driver! " said Tits in shocked realization. "The goddamn thing is a mass driver! "

"Captain! There are Guardians in that thing! " exclaimed Minx.

"My God! Blow it! Blow it now! " ordered Rocky. Minx extended the detonator's antenna and pressed the button. Silence. Minx pressed it again. Nothing.

"That fucking thing must be putting out too much interference! " said Minx. WHAM!! The tower fired again, sending another Guardian on it's way. WHAM!! WHAM!! WHAM!! Three more. Tits flipped off the safety on her pulse cannon.

"I guess we'll have to set them off the old fashioned way. " she said as she broke from the brush and ran towards the camp.

"Tits! Get back here! " called out Rocky. "Sergeant Major! "

Tits McGee moved quickly towards the tower and the throng of Guardians. Dropping her pulse cannon to her hip she squeezed the trigger. FOOM! A blue tinted wave of distortion erupted from the snub barrel of her gun. The muzzle flash washed over her for an instant blinding her stealthsuit, making her appear as a white silhouette. The shot exploded in the midst of the Guardians. Guardians were thrown about like dolls. Those caught in the explosion were blown apart.

"Wahoo! " she exulted as fired again. FOOM! Another group of Guardians were splashed to the four winds by her hand cannon. WHAM! WHAM! WHAM! Three more Guardians were propelled skyward by the tower. Peggy-Guardian screamed with rage, her features melding into full Guardian. Her minions scattered and leapt about searching for their attacker. FOOM! Another white silhouette and several more Guardians were torn to shreds. This time a Guardian had spotted Tits' silhouette in the backlash of her gun. With a bellow of rage it leapt towards the woman only to be riddled by automatic fire and to land dead at the Sgt. Major's feet.

"I was wondering when you'd show up. " laughed Tits as she fired again. WHAM!! WHAM!! The tower answered with two more Guardians.

"Remind me to kick your ass later. " said Rocky as she was lit up by fire from her submachine gun. "Right now take out that tower! " WHAM! WHAM! WHAM!! The tower erupted again defiantly as the three fought against the Guardians. Tits moved towards the tower as Rocky laid down suppressing fire on a group of Guardians. Another group appeared on her right their tentacles whipping about as they charged towards her. Suddenly there were flashes of light in sweeping arcs in their midst. Howls of pain erupted as demonic arm and tentacle alike were severed. Like a whirling dervish, Minx moved through the Guardians with acrobatic leaps and spins, cutting the beasts to ribbons with her razor sharp knives. More Guardians rushed to the attack, but one by one they fell lifeless, a large smoking hole piercing their vitals. On a nearby cabin roof, Angel watched through her laser rifle's sight as another Guardian was touched by the Finger of God.

"Now, my brethren!! " screamed Peggy-Guardian at the base of the tower. "NOW!! " The Guardians' locked in combat with the recon team stopped and their chests swelled. As one they blew a stream of shimmering pink mist into the air which formed a cloud that covered the area. Minx, Rocky, and Tits were caught in the cloud and even through their mask's filters the women's lungs filled with the vapor. The three women reeled as the mist took effect. Waves of desire and arousal crashed down on them. Unable to control themselves the women dropped their weapons and moaned, feverishly rubbing breasts and rapidly wettening pussies. Minx fell to the ground her stealthsuit open and around her knees as she buried her hands between her legs, rubbing furiously. Rocky pulled the top of her stealthsuit off over her head and fell to her knees. There she fingered herself to orgasm as she sucked on one of her pornstar tits. In one fierce motion Tits McGee ripped open her stealthsuit, revealing her impressive namesake. Peggy-Guardian laughed with devilish glee.

"Yes, my brethren! See how weak they are!! " she cackled. "They're yours. Take them! " The Guardians moved with lustful intent towards the three sex-crazed women. Meanwhile, high overhead, several crystal pods streaked away in all directions.


High on the ridge the men of Anti-Air Battery Bravo Four looked down on the valley floor in horror as Guardians by the score poured from the forest toward the main base camp. The pounding of guns and the screams of men and Guardians alike echoed up towards them.

"Mother of God! " muttered one of battery crew. Suddenly there was a large thunderclap followed by a screaming wail. From out of the aurora covering the cheerleading camp came a large projectile leaving a glowing trail behind it. The crew immediately raced to man their gun as other crews stationed about the valley responded to the threat. A brilliant flash heralded the missile's demise, but smiles quickly faded as several loud reports echoed across the valley as more pods shot outward from the cheerleading camp in all directions. The anti-air batteries spoke again, each time destroying an alien projectile. Just as the men of Anti-Air Battery Bravo Four were locking onto their own target, however, three Guardians who had been silently scaling the cliff beneath them leapt into their midst and tore into the men with demonic fury. The Guardian's missile streaked overhead and out of sight as the last man's scream was ripped from his throat.

Ten miles away there was a stretch of road just off the highway where the Rosebud Diner called home. Jake and Irene Pennington tried to run it as an authentic "Mom & Pop " establishment, much to the regret of their teenage daughters. Since the Rosebud was their parents' family business, Lisa and Rachel Pennington worked the summer as waitresses. On top of that, the diner was just far enough out of town that the only customers were the odd overweight trucker and poor lost vacationers who didn't have the sense to ride the Mag-Lev trains. The only bright spot was Lisa and Rachel's friend Jamie McKendric worked there too. Jamie was nineteen and full of that adventurous energy that made the parents of the local boys nervous. Unfortunately today was a slow day at the diner and the only customer was an old trucker named Otis, who tended to drink a few too many beers and stare a little too long at the three girls.

Otis sat in his usual booth with an almost stereotypical appearance...thinning, but unkempt gray hair, three days worth of stubble on his chin, dirty T-shirt and overalls too small for his girth. He pretended to be engrossed in the local paper's top story of how Earth Defense had picked the area for surprise wargames. In reality he was studying the pleasing differences between Lisa and Rachel Pennington. The girls weren't twins but it wasn't hard to tell they were sisters. Both had soft red hair done up in ponytails and in their frilly candy-striped uniforms they looked even more alike. Otis watched intently over his ham and eggs as Rachel bent over slightly to wipe a table. At eighteen, Rachel was a year younger than her sister Lisa, but she had developed into quite a beautiful girl. Bent over as she was Rachel's 36C breasts swayed slightly as she wiped the table, filling her blouse out more than usual and giving the illusion they were every bit as big as her older sister's D-cup tits. Otis glanced over at the counter. Lisa was putting extra condiment dispensers on a high shelf. Reaching as she was there was no mistaking the size of her gorgeous rack. Straining against her blouse were two perfect melons, firm and ripe. Otis' hand trembled as he quickly took a sip of water as he imagined he could make out the jutting points of Lisa's nipples.

"Hey you pervert! You want anything else? " chided Jamie playfully as she came up to Otis' table, pulling down the newspaper and blocking his view. The old man scowled at the young girl and looked down as he ate his meal.

"You ought to respect your elders. " he said, not looking up.

"Leave a better tip next time. " she replied, laughing as she brushed her short brown hair out of her eyes. Jamie then glanced about and lowered her voice. "Don't worry. I won't tell. By the way, mine are 'Ds' ". Otis nearly choked as Jamie reached up and squeezed her left breast before turning and heading to the kitchen.

Suddenly there was an explosion as one wall of the diner caved in. Jamie screamed as she was thrown through the air and crashed into a booth, dazed.

"Jesus Christ! " exclaimed Otis as the booth collapsed around him. Jack and Irene ran from the kitchen at the horrible commotion.

"Holy shit! " exclaimed Jack as his eyes fell upon the wrecked end of his restaurant. Most of the corner of his diner was caved in. Nestled in the debris was a large black crystal about ten feet long and three feet in diameter. Otis struggled to his feet as Jamie sat up rubbing her head.

"Is everyone O.K.? " asked Irene as she looked around. Irene could see that her two daughters had been far enough away that they weren't harmed as they moved to help Julie. Jack and Otis moved slowly towards the crystal. The crystal seemed to have a low hum about it and it pulsed with a faint light.

"What the hell is that? " muttered Jack.

"You suppose it's Earth Defense? " asked Otis. "They're practicing near here aren't they? "

"You mean it could be a bomb or something? " asked Irene. "Jack, get away from that thing! " Jack had taken a step or two towards the crystal.

"It's O.K. " he assured his wife, "I don't think it's a bomb...at least none like I've ever seen. " Irene looked back to her daughters.

"Girls, go call the Sheriff. Jack will you get away from that?! " she said urgently. Jack looked over his shoulder at her, smiling in reassurance. No sooner had he looked back at the crystal than it exploded. The women screamed as Jack was thrown back several feet. He landed in a crumpled heap, his chest and face shredded by large crystal shards.

"JACK! " screamed Irene as she saw her dead husband. Suddenly, Lisa, Rachel, and Jamie began screaming even more as they tugged wildly at Irene. Looking back at the crystal Irene's scream died in her throat. Standing there was a horrible, horrible beast. Nearly nine feet tall its muscular body was blood red streaked with black and white. A single slit eye pulsed with red light as it looked at them. The crystal it had been encased in was even now flowing across its body and solidifying into solid armor about its arms, legs and torso. A dozen tentacles, thick and slimy surrounded the beast and snaked about in the air. Looking at the women it opened its mouth, lampreyish and full of small anemonae-like tentacles and bellowed a demonic howl. At that moment, Otis who had been behind Jack and only stunned by the explosion sat up and moaned. In a flash the monster's tentacles streaked towards the old man. Two tentacles grabbed Otis and lifted him into the air following two others that shot across the diner to the opposite wall. As the beast shoved Otis to the far wall the other two tentacles hit the wall and punched through the wood. With a muscular ripple the tentacles pulled out of the wall leaving two jagged boards sticking straight out just as Otis slammed into them. Otis gurgled wide eyed once as the boards came through his chest in a spray of blood. The hellish monster retracted its tentacles, leaving Otis hanging there dead.

The women stood in stunned silence. That is, until the Guardian turned it's attention to them. With a roar the Guardian loosed its tentacles upon Irene and the three teenage girls. Screams erupted in the diner as tentacles wrapped around their bodies. The Guardian waded through debris towards the women as tentacles burrowed into their clothing. The young waitress screamed as their uniforms were torn off their bodies. Irene screamed also as the Guardian pulled her to it and tore off her flannel shirt and jeans with its razor sharp claws. Though in her mid forties, Irene's body was trim and athletic with large, natural D-cup breasts. Irene's scream was cut off by a massive gasp as the Guardian opened its hellish mouth and engulfed one of her large tits completely. Countless tiny tentacles washed over her breast as the beast sucked fiercely. Slimy tentacles slid across her body pinning her arms to her side as the beast's large clawed hands clutched and kneaded her firm buttocks. Beneath Irene's kicking legs the Guardian unsheathed it's huge member. With one massive pelvic thrust the beast's phallus pierced Irene's pussy and slid deep inside her. Irene screamed wide eyed which turned to staccato yelps and moans as the Guardian began to pump in and out of her in short, quick thrusts.

Still sucking hungrily on Irene's pendulous tits, the Guardian turned its attention to the fucking of her daughters. Young Rachel's panties hung in shreds about her knees and her pink skirt was hiked up around her waist. Tentacles held her arms behind her back as others squeezed and rubbed her tits inside her blouse. Lubricated by slime and the blood of her innocence a thick tentacle pumped in and out of her virgin pussy as the eighteen year old howled in terror bathed orgasm. Nearby her sister Lisa hung in the air completely nude. Struggling wildly, but uselessly, the nineteen year old's moans and scream were cut off by a thick phallic tentacle pumping in and out of her mouth. As she was forced to give head to the Guardian's tentacle still others squeezed and sucked at the girl's 38D breasts while another slid in and out of her tight snatch noisily.

The Guardian had by no means forgotten about Jamie. The young beauty was bent over the back of a booth. Cruel tentacles wrapped around her legs, forcing them apart while others bound her arms together at the wrist and held them taut out in front of the terrified girl. Jamie's short black hair clung to her head damp with sweat and slime as she was molested. The booth creaked and groaned as multiple tentacles took turned fucking deep into her tight pussy. Jamie moaned and gasped loudly in nearly constant orgasm as she was mercilessly raped. Her large, soft tits hung down with dark, diamond-hard nipples and rocked back and forth in time to the pounding of the tentacles in her dripping snatch.

The Guardian came several times spewing demonic seed deep into the girls. An eternity passed and the beast was still insatiable. Irene sat on her knees in a pool of sex as the monster forced her to suck his monstrous penis. While she gave him head, Irene's daughter Rachel was suspended in the air above her by tentacles screaming in orgasm as the Guardian's hellish mouth licked her pussy with frenzied abandon. Lisa lay in a booth unconscious as tentacles still fucked her young pussy as her huge tits rippled slowly like gelatin. Jamie was on her back on the floor held down by tentacles. She bucked her hips wildly and screamed as she was fucked once again to the crest of a shattering orgasm. Two objects crashed through the front windows and landed among the debris. The Guardian howled in anger as the immolation charges engulfed the diner with the heat of a blast furnace. The building erupted in a fireball turning all inside to ash.

Several Earth Defense soldiers stood watching the conflagration.

"You know there was no way to save them. " one soldier said to a younger one. "They never even felt it. We were lucky the bastard was only able to get this far. "

"Yah.... " said the young soldier grimly as he hefted his rifle onto shoulder. "I know. " The two soldiers turned and followed their comrades back to their APC.

Back at basecamp the battle raged. The valiant men and women of Earth Defense fought to drive back the vicious Guardians. Carnage was everywhere. Guardians blew apart when the base's heavy guns found them. Men were ripped limb from limb by the Guardian's cruel tentacles. On more than one occasion a Guardian found a female soldier. Even in the heat of battle the Guardian's lust was overpowering.

Three women soldiers stood back to back as they fired wildly at the Guardians encircling them. Even as their shots struck true and Guardians fell, tentacles streaked towards them and ripped the weapons from their hands. In an instant three Guardians were upon them. Terrified screams and triumphant Guardian howls accompanied the sounds of armor being broken and discarded by the relentless tentacles. The women's screams were now followed by moans and cries as thick phallic tentacles and the Guardian's monstrous members violated each of them with frantic abandon. The three helpless soldiers were forced to orgasm as tentacles pumped in and out of their tender sexes while others fucked the women's mouths. Three pair of supple breasts were cruelly molested by claw, mouth, and tentacle alike. The women writhed on the ground or bounced on Guardian lap as they were raped. Just as the Guardians began their collective howl, signaling their impending orgasm, weapons fire rang out, cutting one down in a spray of blood. The other two dropped their victims and turned to face their attacker only to be cut down by another volley of fire from General Mitchell's assault rifle.

The General stood over the three women protectively as he fired in all directions.

"Come on boys! " he yelled, rallying his men, "we've got them on the run! " It was true. The tides were indeed being turned. Though their initial attack was brutal, the Guardians were falling prey to the overwhelming firepower of the Earth Defense guns. Suddenly, a black crystal blade streaked down and in a shower of sparks cleaved General Mitchell's rifle in two.

"You of all people should remember that no enemy is as weak as he seems. " said a gurgling voice. General Mitchell whirled around, then stared in disbelief.

"Ibanez!? " he exclaimed.


Peggy-Guardian watched with delight as the Guardians pounced on the women of Recon Team Banshee. A dozen yards away, the women moaned and squealed in constant orgasm as the huge beasts fucked them. Minx lay on her back screaming as a Guardian's thick cock pounded into her. The young Russian's lithe form was nearly completely obscured by the monster laying on top of her. Lt. Kenovolov's legs were spread wide as her soft pussy accepted thrust after powerful thrust. Her small, B-cup breasts were mashed flat against the Guardians massive chest. While tentacles could not reach those succulent treasures every exposed inch of Minx's body was slime covered from the tentacles attentions.

Nearby, Cpt. Rocky Reeves screamed out a shattering orgasm past the thick tentacle fucking her tender mouth. The raven haired beauty was on her hands and knees bucking wildly as the Guardian behind her rammed into her tight pussy as hard and fast as it could go. Rocky's long black hair had been loosed from it's bun and the demonic Guardian held her locks in it's clawed fist like the reins of a horse. Rocky was forced to give tentacle after tentacle a blowjob as still more slid in and out of her dripping wet pussy. As she came again and again, her perfect 34D breasts hung down, swinging free while their small, dark aureoles flushed with sexual frenzy.

Peggy-Guardian was most interested in the scene being played out by Sgt. Major Katherine "Tits " McGee. So much so that Peggy-Guardian herself was nearing orgasm as she pinched and tugged at her long, hard nipples with one hand while guiding the thick phallic head of one of her tentacles in and out of her own cum-slick cunt.

Tits McGee lay on her back bucking her hips as a Guardian fucked her with its tentacles. The compact redhead's 40DD breasts shook and rippled, her large erect nipples riding them like two small boats on the high seas. Grunting and panting like an animal, Tits furiously rubbed her pussy as the beast slammed into her.

"Ungh!! Ohhh!!! Oh....GOD! " she panted. "You...oooohh! You....fuckers...ungh...call that...ahhhh.....SEX?! " Sgt. Maj. McGee's muscles rippled as she grabbed the Guardian by the shoulders and pulled it to the ground. Before the surprised beast could react she had rolled the Guardian on it's back and straddled it. Reaching back behind her Tits grabbed the monster's huge penis and guided it into her pussy. In on motion she impaled herself on the thick shaft up to the hilt and arched her back in supreme pleasure.

"Ohhh....YEAH! " she exulted. Tits leaned forward pinning the Guardian's arms to the ground as she began to work her hips frantically. The redhead pounded herself onto the Guardian's penis without mercy, her huge tits bouncing magnificently with each pistoning thrust. The Guardian's eye grew wide and flared several shades of red while it's deadly clawed hands dug furrows in the ground.

"C'mon....give it to me you alien piece of shit!! " moaned out Tits as she grabbed tentacles out of the air at random and sucked them furiously. The Guardian underneath her answered in what could only be described as a demonic, hellish, alien spawned whimper. Nearby a Guardian bellowed as it was about to release it's seed into Rocky. Tits reached out and grabbed one of it's flailing tentacles as it whipped close to her and yanked the beast off balance. Rocky screamed in orgasm at the force of the monster's displacement from her and fell to the ground, totally exhausted. Tits McGee pulled the Guardian to her as it's tentacles sprayed alien sperm in all directions.

"Hey asshole! " she said over shoulder as she gave the cum-covered tentacle a hard suck and pulled it out of her mouth with a loud POP! "Get your ass over here and FUCK ME! "

Peggy-Guardian was in a frenzy! She had already came several times and felt her wild masturbation bringing on still more. The large breasted redhead was fucking the shit out her Guardians! Peggy-Guardian was so intent on watching the bizarre tableau she never noticed a small puff of smoke take off the back of the head of the Guardian raping Minx. Behind Peggy-Guardian several more Guardians fell from wounds brought on by a nearly invisible red beam. Moments later a faint distortion in the air was slowly dragging the limp forms of Minx and Rocky away.

Tits McGee screamed out in orgasm after orgasm. The redhead's 5'5 " frame was dwarfed by the two monsters, but it was obvious she was in control. Both her pussy and her ass were filled to the brim by Guardian prick. Rocking her hips ever more, she reached back pulling the Guardian sodomizing her closer and urged the beast to go faster and harder. Tits moaned loudly as she felt another wave of cum building within her. She reached down and pulled the Guardian up to her heaving breasts.

"Oh GOD!!! I'm going to come again!! " she cried out. "Suck my tit!! Suck it! SUCK IT GODDAMMIT!! " The Guardian took the huge gland into it's large mouth. Countless anemonelike tentacles washed over her breast and Tits came with a massive shudder.

"NYAAAAAAAAAAH!!! " she screamed at this final orgasm. Tits wrapped her arms around the Guardian's neck, mashing it's face into her chest. "Oh GOD!! " As Tits body shook with orgasm she twisted, shifting her weight forward and to the right. Held securely by Sgt. Major McGee's arms the Guardian's head strained and gave. There was a dull crunch as the maneuver snapped the monster's neck. Quicker than expected Tits finished the move by reaching back and flipping the beast behind her onto its back in front of her. Grabbing the knife from her shredded combat web gear she plunged the blade through the Guardian's eye and deep into its brain. Peggy-Guardian opened her eyes as she came down from her own orgasm in time to see Tits McGee standing up, pulse cannon in hand.

"No! It's not possible! " screamed Peggy-Guardian in rage. "You will not escape us!! " Peggy-Guardian leapt to her feet and spread her tentacles wide, preparing to loose them on the Sgt. Major. Tits McGee cocked her pulse cannon.

"So I don't like to cuddle after getting laid. Fuck you! " Tits fired a blast from her cannon then dove for cover. Peggy-Guardian launched her deadly tentacles at the woman, but never completed the maneuver. The cannon shot struck the tower and in the eruption, triggered the demolition charges. Peggy-Guardian screamed as she was propelled forward, engulfed by the explosion that shattered the tower into a million crystal shards.


"Don't look so surprised General " said Ibanez-Guardian. "You always said I would command someday. " General Mitchell looked in horror at the beast that was once a woman he knew and respected. Ibanez-Guardian's tentacles swayed like cobras ready to strike as the two moved in a slow circle.

"Your pitiful planet has no hope. " Ibanez-Guardian continued. "We will have the revenge so rightly deserved us. "

"I don't know what the fuck you're talking about. " said the General as he drew his combat blade.

"Then you better ask the Devil to explain it to you on your way to Hell! " she said in a gurgling yell. Tentacles flashed down at the General, evil crystal blades flashing in the sun. In one motion General Mitchell slipped to the side and brought his own knife down in a vicious arc. Ibanez-Guardian screamed as two tentacles brought back bloody stumps, most of their lengths severed and wriggling on the ground. Ibanez-Guardian lashed out in a feint with her claws while more tentacles struck. General Mitchell dodged, severing another tentacle, but not without receiving a deep wound in his left thigh. The General dodged again, but this time his wound had cost him precious inches. Tentacles wrapped around him and jerked him off the ground, the General losing his knife in the process. Wrapped tightly around his waist the tentacles pulled him up to Ibanez-Guardian who smiled evilly from her misshapen mouth.

"All too easy " she gurgled. The General clawed at the tentacles holding him off the ground but they were like steel. Ibanez-Guardian continued. "I think it's time for a little surprise, General. The assault you valiantly, but barely staved off was but a fraction of our force. Behold. " Ibanez-Guardian lifted General Mitchell high in the air as she let loose with a piercing howl that echoed across the field. Exploding from the forest came a living wall of several hundred Guardians. Ibanez-Guardian cackled with glee as the General's face went white. Guardians poured onto the battlefield. In moments they would be upon the camp and nothing could stop them. The General's former aide spun him around to look at her.

"Do you have any last words, Sir? " she said, spitting the word 'sir' with contempt. General Mitchell prepared himself to die when he saw movement behind the Guardian.

"Actually, I do. " he said with a smile. "Never bet on a sure thing! " A huge robotic hand clamped onto the back of Ibanez-Guardian's head and jerked her off the ground. Ibanez-Guardian screamed insanely as she lashed her tentacles back behind her in an effort to free herself from her attacker. Released from the tentacles, General Mitchell dropped to the ground.

"It's about time you showed up. " he said, brushing dirt off his sleeve.

"Sorry Sir. " said the Black Knight's pilot, his words coming out in the armor's characteristic intimidating voice. "Some of these pussies thought they'd be cute and try to hold us up. " Ibanez-Guardian kicked and screamed as she struggled to free herself from the Black Knight's grip, as if to remind the General she was still there. The General ignored her.

"Shouldn't you get to work, soldier? " General Mitchell. The Black Knight's hand closed. Ibanez-Guardian had time for a gurgled scream as her crystal helm shattered and her head was crushed. The Black Knight dropped her dead body almost absentmindedly as the behemoth pointed to the sky.

"We're way ahead of you, Sir. "

The Guardian army thundered across the vast field ignoring the pitiful fire the remaining human soldiers were offering. Suddenly over their own howls and screams of fury something could be heard. It grew louder. Like the sound of every predator on Earth screaming at once a dozen Black Knights came streaking over the ridge. The Knights hit the Guardian line like a tempest. Waves of rockets chewed huge gouges in the Guardian advance as the Black Knights dove down and split into groups. Two Black Knights flew in a wide arc very close to each other until they were perpendicular to the advancing Guardians. Grasping hands for a moment the two separated to a distance of about ten yards as they streaked down across the Guardian's lines no more than three or four feet off the ground. Demonic howls came from the Guardians as they passed. Like stalks of wheat to a scythe a hundred Guardians fell, cut in two by the invisible, molecule thick wire strung between them. High above five Knights hovered like avenging angels, raining explosive death down on the Guardians and striking down any Guardian trying to leave the battlefield with deadly lances of light.

The remaining five Black Knights landed in a row directly in the path of the onrushing Guardians. God was on the field and he was pissed! As one the five Black Knights began their Fist of God maneuver. Armored arms were raised, fists pointing to the Guardian horde. Every weapon port on the Black Knights opened and cycled ready. Energy ports opened on the sides of the armor and crackling electricity began to arc between the metal monsters as all of their power reserves became one huge battery. Then in a blinding flash all weapons fired sending wave after wave of instant death through the ranks of the Guardians. In seconds the bulk of the force was decimated. The Guardians were broken. Those left alive were made short work of by the basecamp's remaining guns and the Black Knights who swooped on them from the air like birds hunting insects in the grass.

"That's for you Sarge. " said the Black Knight as he stood next to General Mitchell. The Black Knight looked down at his superior.

"Sir, I'm picking up a transmission. The Guardian's tower has been destroyed and the canopy has been dispersed. We're seeing green flare, Sir. "

"Well, I'll be damned! " said the General. "How's that for timing. Alert the transport. send them in and get those girls out of there. As soon as the transports are clear, nuke 'em. "

Recon Team Banshee only had to hold out a little longer. With the destruction of the tower the interference had been lifted and the rescue ship was on its way. Most of the Guardians had left with the assault force and those left seemed to be in disarray. Mother, Angel, and Tits stood over their still unconscious teammates in front a gaping hole in the large crystal paddock that held the remaining cheerleaders. Empty clips lay at their feet and the bodies of dead Guardians in front of them. Nearby, two green flares poured smoke into the air.

"We're getting low on ammo, Mom. " said Tits as she fired another round from her pulse cannon with satisfying results. Still nude, Tits' skin glistened with sex and sweat. The pulse cannon hung from its strap off the redhead's shoulder as Tits fired it with one hand. As she laid down suppressing fire against the hellish Guardians Tits unconsciously rubbed her free hand across her mammoth breast, occasionally pinching the large, erect nipple. The sexy Sergeant Major was still aroused from the affects of the Guardian's pink breath.

"The ships will be here soon. We'll make it. " Major Transom replied.

"Here they come! " yelled Angel. Three transports came in fast over the compound and zeroed in on the flares. "I'll hold them off! Go! " the young Asian added as the ship landed. Tits and Mother picked up their fallen comrades and ran to the ship with scores of teenage girls running after them. Several Guardians appeared, leaping onto the top of one of the transports, clawing at the bulkhead. Major Transom's weapon cut them down in a hail of bullets. Behind the escaping women, Hitomi Kotani fired her laser rifle again and again as the Guardians made another push. Angel looked over her shoulder. She had to buy them more time. Hitomi took a step forward towards the Guardians as she pulled her stealthsuit's powerpack from her waist and clamped it onto her rifle's auxiliary power node. Flipping a switch, a small panel lit up: OVERCHARGE...BEAM MODE. Angel dropped the rifle to her hip and fired in a long, sweeping arc. Her rifle shuddered as a visible laser beam streaked across the area. The Guardians bearing down on her erupted in puffs of flame as the beam cut them in half. A warning tone sounded and the panel began to count down. 10...9...8...7...6...5...4...3...2...1...DEPLETED. The beam flickered and died as it cut down one last Guardian. Angel dropped the rifle and ran towards the transport. As she ran past the last cabin, a Guardian crashed through the wall and in a shower of glass and wood, tackled the girl.

As the transports began to lift off, the last thing Mother saw as she closed the ramp was Hitomi being carried away screaming. Inside the transports were approximately five hundred young women and four members of Recon Team Banshee. All of them wept.

Hitomi Kotani landed in a heap at the feet of Peggy-Guardian. The leader of the Guardians lurched towards the girl, mortally wounded by the destruction of the tower. One of her arms hung useless at her side and there were massive open wounds where crystal shards had shredded her body.

"It isn't over girl! " Peggy-Guardian rasped with labored breath. "We will not be denied. " Angel looked up at the mutilated monster, resigned to her fate but knowing her friends had escaped.

"I will not die. The fight will not die. " continued Peggy-Guardian. "Your body is young and strong. We will continue! Prepare her! " Hitomi screamed as clawed hands tore away her stealthsuit and remaining equipment. Tentacles wrapped around her arms and legs lifting her off the ground. Angel screamed and struggled wildly as slimy tentacles dragged across her perky B-Cup breasts while others rubbed at her privates lecherously. The young sniper fought in vain against the molestations as Peggy-Guardian reached for her. Peggy-Guardian's clawed hand covered Hitomi's tender breast as squeezed it cruelly. Hitomi cried out in pain as her tender breasts were treated as pieces of fruit ready to be plucked. Peggy-Guardian's tentacles wrapped around the girl and began to explore Hitomi's luscious form. Tentacles wrapped around her small breasts and kneaded them roughly. The heads of the tentacles split apart into cone-shaped caps which covered Angel's small, dark nipples and sucked on them hard. Angel moaned and cried out as her tits were sucked, then she let out a yelping howl as a thick tentacle found her velvet pussy lips and thrust past them. Peggy-Guardian moaned herself as she began to fuck the young Asian soldier with deep penetrating stokes. Held aloft by Guardian tentacles Hitomi's body wavered back and forth as Peggy-Guardian fucked her slowly and deliberately. Hitomi could feel the wave building as the thick tentacle filled her young cunt, stretching it, then sliding out slowly. Hitomi's sex flowed freely as she neared orgasm.

"Ah..ah..Oh! Ah...Ai.. Aiiiiieeeeeeeee!!! " Angel screamed out as she arched her back and came in crashing waves of rape induced pleasure. Peggy-Guardian quickened the pace driving Hitomi once more over the edge. Peggy-Guardian's throat began to swell. It was time to pass on the mantle of leadership. The remaining piece of Soth-Guardian moved within her anxious to reach it's new host. Suddenly a rumbling could be heard. Louder and louder. Hitomi looked up and began to laugh amid moans and gasps. Peggy-Guardian looked up. A light leaving a trail of smoke was coming down at them from high in the sky. The light was getting brighter. Realization crashed down upon Peggy-Guardian.

"No! It can't end like this! It won't end like this! " She screamed. Peggy-Guardian looked at Angel as she hung in the grip of her tentacles.

"It's not over " she yelled at the laughing Asian girl, then looked back up at the light. "IT'S NOT OVER!!! " A white light erupted in the center of the camp and reached out for miles in all directions. Within that light, any living thing, be they human or Guardian was turned to superheated vapor in less than a second.

Epilogue:

The nuclear blast that detonated destroyed a seven mile radius area. Patrols and satellite have yet to find any signs of possible Guardian escape. Probability of contaiment 95%. Four members of Recon Team Banshee survived mission. Cpt. Reeves and Lt. Kenovolov required uteral sugery to remove Guardian embryos. Embryos died upon removal. Both woman are recoving. Sgt. Maj. McGee showed no signs of impregnation, but due to their prolonged exposure will remain under observation for the next month. Highest commendations recommended for all members of Reacon Team Banshee. Sgt. Cooper and Corp. Kotani to receive posthumous honors.

Signed.

General Hamilton Mitchell,

Earth Defense, commanding.

One month later....

The transport ship glided through space toward the jump point on it's way into foldspace. It was a bumpy ride outrunning the shockwave of the nuclear blast, but it performed beautifully. After the ship dropped off the survivors it went into orbital dock to undergo a cursory examination by the repair crews. It was ironic it performed so well. If it had been damaged then the crew might have found a crystal pod secured on top of the ship underneath the main stabilators. Inside the craft directly underneath the crystal pod was a hole torn in the hull. In the hallway to the cockpit the walls dripped with drying blood. In the cockpit a blonde girl sat at the controls. Donna Hamilton, member of Cheerleading Squad Wildcat. As the ship reached the jump point and slipped into foldspace a red glow began to fill her eyes.

"It's not over. " she said.