A giant scorpion

Jocelyn has a bad feeling about this. It’s been a while since they’ve last been attacked. The towerlings must be preparing for a big ****. Since so many of her troops have lost the protection of their clothes, it will likely be an effective one. The city’s landscape doesn’t bode well either. The buildings here are taller than before. Making it easier to hide large numbers in them. In between them are massive fleshy tendrils leading to the tower. If the tower were to be compared to a tree, then these tendrils would be its roots. It doesn’t surprise Jocelyn to see the city so changed, so different. They are after all only 1 mile away from the tower. If she was with the tower and planning to defend it, she’d make her final attack either here or at the tower itself. She makes her rounds among the troops and tells each of them to keep ready for an attack. Wherever Jocelyn goes Larissa makes sure to follow her. She tried to keep her distance, but then she becomes anxious. Though when she keeps close to Jocelyn she not only feels safe, but her heart also starts beating faster. Then the next attack begins.

It starts with a single Towerling rushing towards them from afar. A big one too, and fast. Jocelyn ordered the Grenade throwers to line up and take aim. Once the target was close enough they fired. The grenades come down on the large towerling and they all explode covering the creature in black clouds. But then the creature pushes through the dust and continues towards them. It was like the grenades didn’t even make a dent.

When the grenade launchers prepare for another round, one of them gets hit in the back with spidersilk and then gets dragged away. When Jocelyn looks around she sees several dozens of spiderling shooters up on the buildings. They shoot their sticky substance and drag women towards them. It almost looks like they are fishing for the women.

“If they had so many of them in reserve, why wait using them?” Jocelyn ponders.

Then Jocelyn hears a sound. A rumbling noise in the sky that quickly creeps closers. Suddenly machineguns rip through the higher levels of the buildings, slaughtering spiderlings. It’s the helicopters, they’ve arrived. Part of Jocelyn is angry with herself. She should have been at the tower by now. Then again, now these helicopters can help her take out this large oncoming towerling.

Then Jocelyn hears a roar behind her. The large towerling has reached them. Now that it is so close, she can finally see what it really looks like. A large giant scorpion with hands in place of claws. For a moment all she can do is watch as the creature grabs two of her grenadiers and stabs each of them with its stinger. Several other soldiers try to fight it by shooting at it. **** rifles, shotguns, flamethrowers, … nothing seems to work.

Jocelyn grabs Larissa’s hand and runs away from the scorpion while yelling at her troops to fall back. They can take care of the spiderlings and the helicopters deal with the scorpion. If only Jocelyn had not lost all of her communication devices and could communicate that directly to the pilots.

Luckily she doesn’t need to. One of the Apache pilots notices the scorpion and proceeds to launch some missiles at it. The missiles hit their target and explode, leaving the scorpion again undamaged. Then the scorpion pulls back its tail and jabs it in the direction of the Apache. A blob of its poison launches from the stinger and hits the helicopter. The poison quickly starts to dissolve the metal plating that makes up the Apache’s frame. The pilot quickly loses control of the craft. The Apache loses altitude and then crashes onto the roof of one of the apartments. Soon after the wreckage is surrounded by spiderlings who drag the pilot out to take her as their breeder.

Another helicopter, a black hawk, shows the scorpion it’s left side, allowing the gunner to lay down suppressing fire. Yet a spiderling approaches the helicopter from a blind spot and shoot a string of silk towards the helicopter’s rotor blades. The sticky substance is quickly pulled in and clogs up the blades. Like the Apache this one also crashes onto a rooftop. The soldiers inside quickly detach the machine guns and try to fend off approaching spiderlings. A valiant action, but one by one they end up getting mummified in sticky spidersilk.

One by one the helicopters get taken out until the 2 remaining black hawks decide to pull out. When the soldiers from First Company see this, they lose morale and start retreating. As they run away from the scorpion, spiderlings continue pulling women off the streets and reel them into the buildings. When the retreating soldiers are about to exit the streets a large amount of writhing masses show up to block their way. The first to retreat become the first to get grabbed by tentacles.

Then the scorpion catches up with them and stabs Jocelyn with its stinger.

The pain causes Jocelyn to fall onto her knees. She feels the venom course through her body and cause changes to her. Especially to the muscles in her legs.

Larissa comes up to Jocelyn, holds her by her shoulders and asks, “Captain, are you alright?”

Jocelyn can only scream as her legs swell up. The skin there rips apart like paper and begins to reveal 4 long black spiderlegs. Her butt swells to inhuman proportions until that grows out of her skin as well. Her hair turns pink, her boobs grow a cupsize larger and her labia spreads wide open to allow an ovipositor to come out and grow erect.

Jocelyn quickly inspects her new body and is … surprisingly fine with it. Little does she know the transformation also changed her brain to accept her new life as a towerling. Then she notices Larissa in front of her, staring in shock while nude and unprotected. Her eyes focus on Larissa’s groin, her pussy. There’s a womb hiding behind it. One that needs to be filled.

“Larissa, come here.” Jocelyn says.

The nude soldier obeys her superior’s order and walks up to her. Though she is quite frightful the increased lust she feels for Jocelyn, given to her by the infection, overcomes her fears. Jocelyn picks up Larissa and presses the soldier to her still human upper torso. Their breast push against each other and Jocelyn’s ovipositor is trapped between their underbellies.

“I wanna bonk ya.” Jocelyn says.

Larissa, who already started developing feelings for Jocelyn ever since she got fucked by her a few miles back, acts like she is mesmerized. Without taking her eyes away from Jocelyn’s face, Larissa opens her legs and wraps them around Jocelyn’s torso. Then she tilts her hips to aim her pussy to the tip of Jocelyn’s ovipositor, and slides her womanhood over it. Jocelyn softly moans when she feels Larissa’s pussy slide down her ovipositor.

“This feels so good.” Jocelyn whispers as she starts to move her hips and fuck Larissa.

When Jocelyn first thrusts her hips, she can feel something move inside the spider half of her body.

“Eggs.” Jocelyn thinks.

In just a single thought she immediately knows she’s right. With every thrust her eggs are slowly coming out of her. She’ll put them into Larissa. Her whole life she’s been told to wait for the perfect man so he can put his babies in her. But thanks to the tower, she can put her babies inside someone else. With this new discovery Jocelyn starts thrusting away at Larissa wishing for nothing more than to breed her subordinate.

Larissa instead can’t believe how good it feels to have Jocelyn inside her. It’s only been a few hours since she’s developed a crush on her superior, yet now they are already mating. She can’t believe how lucky she is. When the first egg enters the ovipositor, stretching Larissa’s pussy even more, she moans loudly and begs Jocelyn to give her her babies.

When the first egg plops out of Jocelyn’s ovipositor and enters Larissa’s womb, Jocelyn finally starts to become curious about the rest of her Company. She looks around and sees not a single normal woman is left. Where the scorpion has come from now are only fully infected women or dryders like Jocelyn herself. Those members of Rose Squadron who were turned into dryders like herself had each grabbed a fully infected woman and are now fucking their fellow soldiers full of eggs. The only dryder that wasn’t fucking anyone had instead been mounted by the scorpion and is getting fuck by him. His tail serving as a penis, thrusting into his mate’s lower spider-half.

On her other side Jocelyn sees the writhing masses. Large masses of tentacles each having grabbed 3 or 4 of her soldiers and are molesting them all at the same time. Previously she felt bad for every woman under her who got **** by the towerlings. Now she’s proud of it.

Suddenly Jocelyn feels something poking at her rear. She looks back and sees the scorpion had come up behind her. It faces away from her but pointed the tip of its tail to her. It had already retreated its stinger, showing her a huge cockhead hidden underneath. Now it was poking her spider bottom with it. Jocelyn raised her arachnid butt, presenting him with a large quim. When the scorpion found it, he slid his giant willy inside her. Jocelyn can’t believe how amazing it felt. Her spider cunt was being stretched by scorpion dick. It felt just as good as getting fucked back when she was human. The man she had been waiting for has come to put his babies in her. Then Larissa’s mouth latches onto her nipples and starts sucking milk out of her boobs.

“That’s right.” Jocelyn thought. “I’m still banging this bird.”

Jocelyn lays another egg in Larissa. Receives another thrust from the scorpion. She is both breeding and getting bred. Putting babies in someone and has babies put inside her at the same time. The combination of the two is too much for her and she orgasms.

After a while, Kirie is walking amongst the wreckage of First Company. Fully infected Rose squadron members with wombs filled with dryder eggs are strewn left and right. Resting from their breeding. She has no interest in these women. The only use they are is to birth towerlings over and over again. She instead keeps on walking until she stands in front of a very specific dryder. Her rear is covered in white goo. Next to this dryder lie a fully infected Larissa and another soldier, both with pregnant bellies. The dryder herself is holding another soldier and is thrusting her ovipositor into her victim’s pussy.

“Hello there, Jocelyn.” Kirie says.

The dryder turns her head to the Matriarch and, upon recognizing her, is so shocked she stops fucking the woman she is holding.

“Kirie?” Jocelyn asks. “What are you bloody doing here?”

“Checking out my handiwork.” The Asian Matriarch replies. “I would ask how you like it, but it seems you’re already enjoying it.”

“Oh lord.” Jocelyn says. “You mean all those attacks were organized by you?”

Kirie simply nods.

“Well, I don’t like to say it.” Jocelyn says while glancing at her spider half. “But based on how I am now, I can’t exactly deny you won.”

“Thanks for that.” Kirie says. “So I’m wondering. What are you planning to do now. I doubt it is continuing to fight the tower, right?”

Jocelyn grins and says, “First I’ll finish breeding this broad.” As she starts thrusting into the woman again. “Haven’t quite figured out what to do next. I’m more of a spur of the moment kind of woman.”

“What if I were to gather all the dryders and help you lot discover all your new abilities.” Kirie suggests. “Once you are fully trained, I could make you the captain of your very own dryder squad. You did bring us enough women to finally have enough dryders to make a decent squad now.”

“Then what? You’ll send me out and have us hunt broads for you?” Jocelyn asks.

“Eventually, you are to deliver them to the tower, yes. For safekeeping.” Kirie explains. “But whether you deliver them before or after they have been bred, is up to you.”

Jocelyn imagines her and a troop of dryders sacking the Rose squad base camp, capturing everyone they can find and breeding every rose in a giant orgy before turning them over to Kirie. The resulting orgasm was all the answer Kirie needed.

COMPANY STATUS

**** rifle soldiers:
Transformed into a dryder x 10
Fully infected and bred by a dryder x 6
Taken by spiderlings x 9
Taken by Writhing Masses x 7

Shotgun soldiers:
Taken by spiderlings x 10
Taken by Writhing Masses x 18
Fully infected and bred by a dryder x 8

Light Machinegun soldiers:
Taken by spiderlings x 12
Taken by Writhing Masses x 11
Fully infected and bred by a dryder x 10

Flamethrower soldiers:
Transformed into a dryder x 4
Fully infected and bred by a dryder x 13

Sniper rifle soldiers:
Fully infected and bred by a dryder x 2

Grenade launcher soldiers:
Transformed into a dryder x 2
Fully infected and bred by a dryder x 2

Nude Pistol soldiers:
Taken by spiderlings x 7
Taken by Writhing Masses x 10
Fully infected and bred by a dryder x 7

Jocelyn Silver: Transformed into a dryder

Larissa: Fully infected, Impregnated by Jocelyn

REINFORCEMENTS

Apache:
Crashed x 3

black hawks:
Crashed x 3
Escaped x 2