A plan

With a snarl, Queen Fila whips around and flies through the castle halls, wincing as blasts of Ternictus-sperm splatters over its windows. She enters into a dark chamber, where an old fairy sweats over a steaming pot, bubbling with red goo.

"Haesel," Fila gasped, staring at the seething cauldron. "Is it ready?"

The old fairy sighed, his aged hands holding out a tube filled with the liquid, "Indeed, it is. I... still question the wisdom of such a plan..."

The queen snatched the vial away from her court alchemist, "**** times, Haesel. Arm the Rose Division."

~&~ ~&~ ~&~

Outside, the invading tentacles have landed on the hundreds' feet high castle walls, furiously battling the swords and arrows of the fairy-warriors.

"Kaeli," a young man wails, slashing through the hordes of green and purple tentacles, watching in horror as a large, boil-riddled tentacle (with several sex-crazed fairies plastered to its hide) swallows half of his girlfriend, white cum spilling out around her thrashing legs.

Flying forward over the writhing Ternictus, the young warrior angrily slashes into the vore-tentacle's flesh, hot cum gushing out of the open wound. Several gasping fairies slide out of the puncture, including Kaeli who looks worse of wear.

Spitting out the strong smelling sperm, Kaeli hugs her boyfriend, "Thank you! Lets get back to killing these monsters!"

Gathering up two swords, the nearly-eaten girl rejoined the fray, slashing at any tentacle she could reach.

~&~ ~&~ ~&~

Floating high above Kaeli's vicious retribution, the all-female soldiers of the Rose Division each swallow the steaming red liquid provided by their Queen. Fifty women begin screaming in pain, hastily removing their leather armor as their bodies morph under the effects of the ****.

The first to change are the eyes, each turning a deep shade of blood red. Skin darkens to a midnight blue as muscles bulge. Fingers and toes sharpen into feral claws. And a final, unexpected effect manifests as each woman grows an erect, impressively sized penis.

With animalistic fury, the Rose Division descends upon the battlefield, their claws digging deep into the tentacles, leaving smoking, poisoned wounds in their wake.

A shot from a Spitter splashes expertly inside the mouth of a screaming Rose warrior; still hovering in the air through sheer willpower, a hand nevertheless strokes her new cock, dripping large drops of precum from the swollen tip as she continues to slash at any tentacles which get too near.

However, as several more Spitters nailed the poor, transformed warrior, her resolve crumbles and in her **** lust, she tackles a fellow Rose, mercilessly fucking her struggling comrade's vagina as the tentacles drag the pair into the greater, writhing mass.

~&~ ~&~ ~&~

As her guard dutifully works an expertly trained tongue into her un-princessly loose pussy, Maylynn pinches her own dark nipples, staring through the window at the battle, "Oh by the spirits, those tentacles are so hot! If only I could have one as a pet!"

Pulling away with a 'slurp' the scandalized guard gasps, "Princess! You should not be wishing for such things! The Ternictus have committed so many great atrocities against our kind!"

Walking away from the window to flop on her large bed, the ghostly-white skinned princess sighs, "Yes, its an atrocity I've yet to be fucked by one of those beasts. Oh, I can just imagine them slithering all over me, filling me, using me forever... mmh..."

"My lady, that's just -"

The window shatters, Maylynn and her guard screaming in surprise as three purple tentacles dart towards the naked princess.