Finale: Euthanasia/Resuscitation

"Here we are," Batwoman said, standing on the hovering slab of rock with Terra. The Stratan still had her power over stone, and she was using it to lift her and Kate on a chunk of road up the side of a building.

"12th floor, clock tower gear works and Birds of Prey headquarters." Lyta floated beside them, eager to see what had piqued Bat Woman’s interest. They got to the top... or what was left of it. The top of the 30 story building had been cut cleanly leaving several tonnes of stone structures and clock debris scattered on the street below.

"I think we were beaten here," pointed Lyta, drifting over the edge. Atlee and Kate followed, and Kate jumped off the improvised elevator to land amongst a group of cocoons. They pulsed visibly, their occupants inside still in the midst of their transformation. The rest of the place was wrecked. The bank of computers was dead and ruined, and the three could still smell stale milk that had rained inside. The natural rain that followed had washed away most of it, and left the cocoons glistening with condensation. Kate caressed the throbbing leathery shells with her claws.

"Who are they?" Atlee asked, hopping off her rock.

Kate replied with a smile over her shoulder, "Just some friends…"

"Ooh look, it's happening." Atlee, Lyta and Kate watched on as the cocoons began to split, gushing amniotic ooze as the Birds of Prey crawled out, coughing and spitting fluids. The former heroines were no longer themselves, their skin was now scaly, green and translucent with barbed spines on their arms and legs. Sharp claws pulled themselves free from their chrysalises while fanged mouths gasped for air. The women stood on shaking legs, strength returning to them as they looked at each other... and screamed!

"WHAT THE FUCK IS GOING ON?!" Shrieking in terror, Black Canary stumbled back as everyone winced and covered their ears, her voice causing the floor to quake. Yellow reptilian eyes stared back at her. She barely recognized her teammates, looking over their altered bodies, still glossy and dripping with fluids, and they were all clearly horrified as she was.

One of them staggered back, looking down at her long shapely legs and ignoring her loss of attire. "I... I can WALK!" Barbara could feel the muscles in her legs tense with each step, her toes wiggling on command as she took careful steps, the horror of her new shape off her mind as she looked to the others around her. She could feel something slithering over her head, lifting a claw over to comb through her hair she found it had been replaced with ribbed tendrils that reached down to her lower back, coiling like snakes with minds of their own.

"Welcome to the swarm, new sisters," chirped Lyta approaching the group of changed women with her four arms open. The former Birds of Prey looked up at the speaker and gasped at her size and appearance. She and the two behind her were massive! Well over nine feet tall they towered over the group like adults to toddlers. Although they had similar traits, such as the green translucent skin, spines and tendrils the three looked far more alien. Standing on splayed talons like some kind of predatory bird they possessed long heavy tails that curled around their stout muscular legs. Three rows of breasts heaved from their chests lining down to the navel and dripping what appeared to be milk from dark, puffy nipples. Lastly their faces were just as reptilian as their yellow slit eyes, thick horns curving and gnarling around where their ears should be.

Leering at the others Kate Kane licked her many rows of teeth at the Birds of Prey, eyeing their broad hips and busts as they heaved with panicked breaths. "Wow, just look at you girls! I can't wait for you to get in the mood." A sudden haze came over the group of changed women, images flooding into their minds along with fractured memories and impulses that were not their own. Falling to their knees Huntress and Catwoman moaned, their tongues stretching out to slither over their naked cleavage, the waves of erotic cravings were too much for them to resist or fight back. Within moments they were reduced to fingering themselves furiously.

"What... What have you done to us? So hot… Can barely think."

Smiling to each other the larger females chuckled before Lyta moved closer to loom over Barbara and turn her to look over to the rest of the city. Taking in the sight Oracle went silent at the view of thousands of green scaly creatures crawling over Gotham, devouring everything they could reach and leaving nothing but hollowed out buildings and raging fires. But the most prominent sight was that of two gigantic creatures slithered around a pair of buildings like snakes as they birthed new monstrosities in the dugout spaces, waves of pleasure cascaded from them and struck her core with every pulse, like a heartbeat. A third arrived from the darkened sky, perching itself on all sixes over a sky scraper jammed to capacity with throbbing masses like organs or cocoons while nuzzling the large shapes affectionately.

"That is what happened to you. Mother wanted more sisters, so now you are like us."

Stumbling back Barbara looked over her chitin layered shoulder to the rest of her Birds of Prey. They had collapsed into a pile of moaning, horny creatures, knuckle deep into their own pussies to stem off the fiery lusts burning them from the inside out.

"Have to... Resist... Won't become... Like you..." Gripping her head and shutting her eyes Oracle tried to block out the oppressive might of the three matriarchs in the distance, her mind battered constantly and slowly losing the fight. Rolling her eyes Batwoman nuzzled Lyta before stepping forward.

"Don't bother fighting it, Babs. If it drove me to be a mother of 50 what chance do YOU have?!" Gripping the smaller woman's shoulders Kate lifted Barbara up and forcefully kissed her lips, shocking the former heroine into opening her eyes wide and gasping, just as a long slithering tongue **** its way down her throat. She tried to shove Kate away, but her grip on the broodmother's shoulders slackened as she felt bliss well up in her. Her yellow eyes rolled back and her clawed hands crawled down Kate's soft, pillowy breasts.

It was all too much to resist. Barbara panted, feeling an aching, throbbing need radiating from her womanhood. Kate was a skilled lover even before she'd joined the swarm, and her touch was fanning the flames of lust in the former information specialist. Those claws slid between the flexible, translucent chitin plates to find Barbara's aching, dripping pussy. It took Barbara a moment to realize that she wasn't just sensing her own lust, but the lust of all the creatures around her, like she had joined an empathic hive mind. She moaned around Kate's tongue, her own tongue slithering forth to wetly entwine with the sensuous organ.

Kate's lips curled in a shark-like grin, knowing that Barbara's body was singing out to be mated. Her pussy gushed and flexed around Kate's probing claw, soaking the taller brood mistress’s hand as she gently dragged it in a circle against Oracle's g-spot. The other Birds were facing similar urges. Lyta gasped as Catwoman's lips suckled at her breast, drawing milk out of the dribbling teat with a ferocious thirst. Barbara noticed that Selina bore stubby horns shaped like cat’s ears and a long, segmented tail that flicked about in tune with her emotions. Dinah's voice made the walls tremble as Atlee toyed her clit with a claw.

Barbara gasped, her eyes unfocused and hungry. "More… I must... have more." She and the Birds of Prey had joined the swarm.

"Then let's go find some," Kate said. She drew her claw free and licked it clean, tasting Barbara's arousal in the sweet juices. Kate, Lyta, and Atlee lifted each of their new "little sisters" and carried them down to the street, where they saw a group of the ogre-sized males grunting and thrusting against something between them. When the six females drew close, they saw the thing between the males was another female of the swarm! She had one male's cock in her mouth while two more were plowing her from behind. Her body looked positively petite next to the masculine brutes, but she moaned and wriggled against them, sucking with gusto and gyrating her hips, eyes rolling in ecstasy, tendril-like hair writhing. They saw her throat bulge rhythmically as the male roared and orgasmed, pumping a gallon of the thick, buttery sperm into her belly. When he pulled free she caught sight of the others. "Barbara," she gurgled. "Dinah... it's so wonderful."

"Zatanna!" Dinah gasped.

"I broke out of an egg, I think... They found me and I couldn't resist them," the magician moaned. She gestured behind herself, to the males fucking her. "Muc ni em!" They roared at the magical compulsion, their cocks exploding in her with inhuman quantities of semen. It flooded her womb, bathing her ovaries in virile sperm. Moaning as her own orgasm shook her, Zatanna’s inner muscles sucked the life-giving fluid into her. In mere seconds after she pulled free of them her belly began to swell, hips broadening and breasts expanding, preparing her for motherhood.

The males licked their drooling lips and approached the six females, cocks erect and glistening. More males smelled the arousal in the air and emerged from the tunnels they were digging in the urban landscape. Kate, Atlee and Lyta led by example, each one striding up to a male and taking his cock in hand to aim between their legs.

"There's nothing to it," Atlee gasped as the male grabbed her from behind, thrusting into her.

"Just present yourself and let the males do the work," Kate added with a smile, wriggling her hips to entice her lover. He grunted and squeezed her fleshy rump as she guided his cock home.

The Birds of Prey fell to their knees, legs shaking as the males surrounded them. Selina was the first to give in, yowling as she lifted her rump, tail high. A male took the invitation and grabbed her hips, sliding his bestial, ridged member into her slippery folds.

***

Meanwhile, the three Matriarchs panted and kissed each other as they convalesced from the birthings, holding a cluster of squirming grubs to each breast. I think we need more alpha males, Diana sighed mentally as she savoured Karen and Kori's tongues. She loved the sensation of the fat larvae clutching at her teats, their sucker like mouths pulling the milk from her. We will need more of these new hatchlings.

Yes, Karen agreed. She relished the thought of the swarm expanding into the millions. Her lips broadened into a smile. And they are such proficient mates.

Diana licked her own lips at the shared idea. Then let's get to it, sisters.

I would-- ohh! Kori's eyes widened as the cocoons between her breasts began to crack. They burst and the shells fell away from her skin as a pair of creatures still wet with amniotic fluid fell into her cupped forward claws. Kori could feel that it was her two loves, Nightwing and Raven, but they had become unto twins in the ersatz womb; larger, stronger and more fertile, as their cocoon had tapped directly into her physiology. Their confused minds were bathed in her soothing psychic presence, her massive body glowing warmly. She held each of them to a breast as milk began to flow into their dazed, waiting mouths, urging them both to grow stronger. You two go ahead... I need to feed my new children.

Diana and Karen grinned to each other and lifted into the air to find suitable candidates for ‘enhancement’. Looming over the ruined city the two didn’t have far to look. All around them, the battered Gotham burned from the recent chaos or oozed with hardening resin from the thousands of converted members to the swarm. Karen purred at the sights and sensations, her presence and will spread among the entire city like an oppressive shadow, blotting out anything but her desires and instincts. She could feel the group of newly hatched hidden away in the collapsed building going at each other in a blind orgy, desperately trying to sate their needs like they had all gone mad with arousal. She smiled with her fanged snout at her latest sons and daughters tearing away at a grocery mart eating everything they could reach. Basking in it all she moaned as she felt three of her daughters go into labour, crying out as new minds joined her expanding mental link.

The experience was exquisite!

To her each of the creatures ravaging, killing, eating and breeding in the streets was like a spark of light in her mind’s eye. Like fireflies they flittered below her acting and reacting to her massive presence, like they were extensions of HER. Then two of the sparks caught her attention, her toothy smile broadening as she looked over to her sister matriarch, a knowing leer in her eyes. There.

Down below two large male creatures drank thirstily from an unhinged hydrant, gulping and pulling water towards them desperately from the geyser at their feet. Unlike the rest of the horde of green chitinous monstrosities running wild the two looked bloated and hunched with muscular limbs, the tendrils whipping from their scalps almost long enough to reach their hips. If not for the translucent skin, claws and craggy armor they would have been confused for some nightmarish gorillas or ogres. Stopping to look up the pair could feel the voice enter their minds as they felt their foot-long members twitch.

Jacky, Apollo my look at how you’ve grown…

Landing heavily before the two Diana and Karen looked down at the two males even as they ran up and began dry humping their mother’s fore claw. The size difference was almost comical!

Nuzzling up against her sister matriarch Diana smirked as she read the pair’s memories, licking her fanged lips at their experiences just as she reached out and plucked Apollo up by his spines. Your first I presume? Receiving a nod, she watched as Karen leaned up and snatched up her first son in her massive claw, shoving the creature in front of her top pair of breasts and driving him towards a leaking nipple. Doing the same Diana began nursing the small male just as it was **** to drink heavy gouts of rich milk.

Within seconds the results became obviously as the sounds of creaking bones and stretching skin filled the ruined street. With the choice made for them Apollo and Jacky began to swell and grow larger, their bodies metabolizing the liquid meal instantly as it fueled a super growth. Their limbs became even more defined, with sharp masses of chitin jutting out of their knees and elbows, their spines lengthening as tails stretched out behind them. Taking up more space the two moved over to other nipples for more milk as they grew bigger, entering a new phase in their life cycle.

Yes! Grow my darlings.

After half a minute of nursing the two matriarchs looked down in amusement as they were **** to shuffle over to give the growing alpha males more room to grow, straddling the pair as they began matching the two females for size. Karen could already feel it; their minds being flooded with burning need that began outweighing every other priority. **** onto her back Karen laughed as Jacky had rolled her over and made his way down the many rows of heavy breasts lining down her chest and belly, his large claws gripping her tightly as she felt his lengthening cock snake at her entrance.

As Apollo and Jacky opened their reptilian eyes and pulled away from the two matriarchs they howled into the night sky, driven mad with arousal and lining themselves up against Karen and Diana. Two new alpha males had joined the swarm, and with them thousands more soon to be born.

***

Raven and Nightwing gulped down the thick, nourishing milk. Their bodies mutating further, surpassing their hive mates in growth as they suckled from Kori's gushing, scaly teats. The behemoth purred as she felt their confused minds become more accepting and serene as they became more attuned to the swarm.

Raven pulled free first. "Star," she gasped. "I-I can sense you. I... we're different. I can feel the souls all around me. And I want..." Her voice became a moan as she reached between her legs to finger her pussy. The transformation had triggered her latent demonic heritage, giving her a pair of twisting capricorn horns and four glowing red eyes in addition to a scaly carapace, tendril-like hair and boundless sexual appetite. Nightwing fared better than most of the males. He retained his slender build where others had grown apelike, but he still had a raging erection, the ridges along the shaft practically flexing as he breathed in the scent of female arousal from both the Matriarch and his brood-sister.

"Raven," he grunted near-incoherently, his tongue lashing as he lapped up the milk that spilled on his chest. His fellow Titan looked into his eyes, her lips parted as she panted in desire. Yes, you can mate, Kori approved with a smile, showing a vast array of serrated teeth. Do it every time that feels good! She gently pushed them together, like a little girl playing with dolls. They needed little encouragement. With a wild, animal yowl, Dick mounted Raven, plunging into her like it was his last night on earth. Raven's clawed feet wrapped around his back, holding him tight to her as she rode his thrusts.

They grow up so fast, Kori sighed.

Karen howled on her back as Jacky plowed her, his truck-sized cock curving to scrape her g-spot with its ridges. She clawed at the concrete all around her, thrashing like she'd been impaled on a spear, not an erection! Diana was beside her, face down, with her tail high in the air while Apollo pounded her slippery pussy with his monstrous member. Her claws left deep furrows in the ground as she held on, and her breath came out in rhythmic roars and hisses. Their pleasure radiated out in waves from their bloated, serpentine bodies, pulsing with each thrust against their swollen clits and scrape of their nipples against rocky debris. It echoed through thousands of minds in the horde and made their rutting that much more urgent. Karen and Diana roared in unison as their orgasms burst like a twin supernova, sending shockwaves throughout the swarm.

Apollo and Jacky's simple minds were overwhelmed, being at the epicentre of the psychic blast. Their cocks gushed into Diana and Karen, sending enough life-giving sperm into the two Matriarchs to fill a city aquarium. Their spasming wombs sucked up the pulsing torrents, bathing their ovaries in the flood of semen. Orgasms spread throughout the swarm like echoes. Terra, Kate and Lyta basked in the blossoming glow they had come to love, feeling the familiar gush of sperm in their waiting wombs. The Birds of Prey nearby writhed in agonized ecstasy as they experienced the flash of ultimate, pure pleasure, their own orgasms seeming like dull flickers in comparison as their mates filled them with the cum their bodies craved. Even Kori moaned in envy of her sisters' pleasure...

Feeling Jacky slowly pull out of her with a final slurp Karen moaned arching her back, the familiar stirrings in her navel already starting. All six of her claws rubbed over the surface of her belly as it began to swell and expand, stretching to make room for the new lives taking root inside her. Diana groaned as she stood up on all six limbs, her own belly growing to the point that it pressed onto the concrete under her, and continued to swell. In minutes their wombs were almost as big as they were! Their scaled flesh creaking as they reached the limits that their wombs could expand. Tracing her claws over her hydrant thick nipples Karen howled and hissed at their sensitivity, thick milk dripping from their tips as all ten of her breasts sloshed with hundreds of gallons of milk.

Apollo and Jacky perched over their matriarchs from the destroyed buildings all around them, breathing heavily as their balls refilled, readying to either breed or feed the two females at their beck and call. The third joined them, standing guard and leering at Diana and Karen. Power Girl was getting impatient, already ten minutes had passed and her brood hadn’t even made her water break. Instead the ever present tightness in her belly persisted as she grew and grew, surpassing her capacity. Diana wondered if they might burst like the human women her sons had impregnated but instead they grew larger, the surface of their bellies a riot of activity as their unborn kicked and punched at their fleshy prison for more space.

At the corner of her eye Diana witnessed her sister Koriand’r nursing several males at once, one of which she recognized as Nightwing before his mind was made almost blank with the flood of testosterone and aggression. Yelping in surprise and a toothy grin Kori was shoved back and penetrated by her new lover, wrapping her chitin armored legs around his waist as the former hero plunged into her again and again.

So full! How much… How much more?

Closing her reptilian eyes Karen couldn’t answer the former amazon, now three times her previous size Karen felt she would explode like a pomegranate any second now. When her water finally broke it was like a mind blowing orgasm all over again, a wave of relief and tension over came the matriarch as her fat bus sized grubs started crowning at her birth canal and slipping out of her. Diana followed seconds after, resting on her bloated womb as milk dribbled from her ten massive breasts, her wide hips bucking with each push of her inner muscles. One after another they came, like an assembly line dozens of grubs wiggled and slipped out of their mothers to land heavily on the cracked pavement and wriggle around to be fed. Already Diana and Karen’s breasts were crowded as over twenty fought for nourishment while more and more entered the world. A howl nearby let the labouring matriarchs know that Koriand’r had begun to expand as they did, hundreds of new lives sparking in her growing belly and forcing her larger and larger still.

More! Never stop! More! MORE!!!

A flash of light and an explosion sounded as a missile struck Karen in her fat flanks. It wasn't nearly enough to harm her or her brood, but it was enough to garner her attention and distract from the pleasures of her labour. Looking up with a hiss, she and the others witnessed an armada of fighters and bombers flying overhead, firing more missiles and bombs into the resin caked husk of a city in the hopes of annihilating the hideous swarm of monsters.

Still reeling in the pleasure pain of birth Karen, Diana and Koriand’r roared, their psychic link with the rest of their kind conveying only one single command.

Attack!

Like a single being, the swarm of thousands flew into the sky, a haze of green and black surrounding the large flying machines and tearing them apart, exploding like firecrackers up in the darkening sky. Even after they picked off the last **** bomber trying to escape, the swarm saw something else looming over the horizon. Something that would put the matriarchs to the test!

Flying faster than any of the fighters before it Karen could just make out a shape with her enhanced vision, a low purr escaping her lips at what she spotted. There heading towards her head on was the last surviving League member, Captain Atom. With a single thought Karen sent her thousands of children to intercept him, amused at his last ditch efforts to stop her and her sisters. With the swarm amassing over him Atom channelled his energies into his hands and sent forth a wave of dark light that cascaded around him. When the energies struck the creatures the three matriarchs were shocked to find their beautiful children reduced to stray sparks and ashes raining down like black snow.

“THAT’S ANTI-MATTER YOU MONSTERS! GET READY FOR A SECOND WAVE!”

Karen roared and took to the air, her bloated, colossal body lifting up with a speed that belied her gravid form. Diana and Kori joined her, sneering at the sight of the military power arrayed against them. The swarm circled like a terrifying tornado, blanking out the stars above.

This one is mine, Karen's psychic voice commanded. She dove to meet him head on.

The Captain grit his teeth and clenched his fists, channeling his power until his silvery form grew cherry red, flooding the landscape with heavy light. Karen grinned, her sensuously-lipped mouth splitting to reveal her saber-like teeth. A dull sensation overwhelmed her, as if the light was sapping a portion of her strength.

Red sun radiation, she concluded. How cute.

The Captain flew at her, striking her in the jaw and snapping her head back. The blow almost hurt! And her reflexes were slowed, too. Rather than annoyance, she felt only glee. This gnat thought he could defeat her. He had perhaps a fraction of a percentile of a chance, and Karen was feeling generous.

Attack! Diana and Kori directed the horde, and they descended on the soldiers and artillery. They hadn't counted on humanity turning to **** measures: a dozen villains were prepared to battle the inhuman monstrosities. Toyman had a complete set of giant robots that engaged with Diana and Kori, occupying the two matriarchs while their children fought below. The fight quickly became a massacre. Gorilla Grodd attempted to use his psychic powers, but he howled in pain as the swarm's gestalt consciousness overwhelmed him. Similarly, Parasite tried to drain the beasts as they approached him, but his mind attuned to the swarm in doing so, and he was sucked into it! The soldiers and weaponry, though powerful, were lambs to the slaughter. Not even Lex Luthor's intellect could protect him. He fought with every strategy and tactic he could muster, blasting the monsters as he led them into disintegration traps and teleport chambers of Cadmus design. In the end, he went down too, chitinous claws cracking open his armour like a lobster's shell, and with the same gruesome result.

Captain Atom fought with a ferocity that surprised himself. Karen fought back, amazed at her own strength despite the glowing energy Captain Atom was putting out. It occurred to her that she was so far beyond Kryptonian that red sun radiation barely affected her anymore.

"Won't let you win," the Captain gasped, raining blows against Karen's scaly skin. If he could have, he would have been sweating. It was impossible. All reports said that this creature used to be Power Girl, so the red light should have diminished her strength! It dawned on him that she was merely toying with him... He spiraled up towards her head, hoping to throw her off balance with one last **** attack.

Karen's claw lashed out, breaching his suit, rending it open like it was silk. "No!" he shouted, feeling the nuclear energy within him building to a critically unstable level. He swooped towards the swarming horde on the ground, intent on taking them with him while they were occupied with attacking the ground forces. Karen quickly deduced his strategy and dove after him. He glanced back just in time to see her massive maw opening, and he was quickly sucked into her gullet and gulped down whole.

She landed in the midst of the carnage. Diana and Kori had dismantled Toyman's robots with ease, and their children made short work of the military. Karen smiled.

She felt something strange inside her and clutched her stomach with a pair of her claws.

What troubles you, sister? Diana asked with concern.

Just... something I ate, Karen groaned. It feels... good...! She let out a low moan as the Captain's nucleus of pure energy filled her. Intense heat spread from her belly to her every extremity, but it didn't diminish. In fact, it was getting hotter, like there was a star inside her!

Looking upon their sister Diana and Koriand’r watched as Karen began to grow, swelling larger and fatter by the second while a bright red glow emanated from her rounding belly. The subtle crunch of growing bones and muscle creaked away inside the massive creature, nearly doubling in size all over again before rolling onto her side and arching her back to give room to her ten swelling breasts. Energy… So much energy... Rolling her shoulders Karen felt her neck grow longer, thicker, even her tail began to fatten making her look like some kind of massive leviathan or whale. Now over a mile-long Karen howled a deep low moan, her many claws tweaking her dripping breasts in a frenzy just as she looked to her smaller sisters in a pleasure drunk stupor. Consuming Captain Atom had allowed her alien biology to radically adapt to the dangerous radiation; leeching it, catalyzing it to fuel her growth to unseen levels. Yet she had much more to spare. Hefting up the bulk of her upper pair of breasts she aimed them at Diana and Kori, squinting her eyes as the rush of energy still coursed through her.

Drink…

Seeing their sister swell up larger like a balloon the two hesitated, as big as they were they were merely a third Karen’s size now and she continued to grow.

DRINK! Now, while I can still offer such power!

Needing no other invitation, the two matriarchs descended on their sister, snapping their fanged lips onto her breasts and pulling in great pulls of energy saturated milk. From there the intense heat began to dim in Karen, flowing out of her into the two at her chest with each starving gulp. Catching herself with her growth slowing Power Girl smiled watching her sisters swell and grow, catching up to her in size and bulk. In seconds Diana grow larger, her neck and tail gaining mass along with the rest of her until she looked as full bodied as an orca, pressing up against Koriand’r the two started competing for space above their new source of nourishment. Starfire’s mind was awash with bliss, the orange glow in her flesh shining brighter as the sea of tentacles lining down her head and back squirmed with activity. So much POWER! Like swallowing the sun…

When the heat finally died down for all three of them the matriarchs pulled away briefly to look at themselves. Massive beyond measure the three were each over a mile long, their six claws wide enough to encompass a street along with rows of breasts larger than a house. Still entwined with each other the three leviathans purred at their new size, their tails coiling up together as their large claws began to get caught with one another.

So massive sister, so perfect…

Yes… Perfect, unstoppable…

Rolling her eyes back and bearing her exposed neck Karen let Diana and Kori lick up her chin, pecking at her scaly flesh with pert lips all while claws groped and caressed at far larger curves. Their city block wide hips ground against each other, legs getting crossed with one another as the three lost themselves in each other. With a smirk Power Girl arched her thick tail and aimed it straight into Kori’s gushing opening, making the leviathan moan with excitement from the intrusion. Bitch. Smirking back at her sister lover Koriand’r extended her hair to wrap around Karen’s many breasts, squeezing and coiling around their bulky curves with greater dexterity than fingers ever could. Smiling at the idea Diana used her own tail to pierce into Power Girl, laughing at the former blonde yowling in orgasm from the over stimulation. Wanton Slut.

Hush you two, you’re so catty…

Arching her head down to kiss the former amazon princess, their tongues coiled and snaked together just as their lips met, pulling away only briefly to change partners. With what little resistance left destroyed and ruined the matriarch’s species now had full reign over the planet, but for now they wanted to savour this moment.

They weren’t hungry just yet, after all. And the night was still young.

The three queens rolled with each other, their lush lips and serpentine tongues drawing slick trails over their glossy translucent chitinous skins. They giggled and purred, nipping at each other’s' sensitive spots. So enamoured were they with their newfound size and power, they did not notice the titanic males rousing from their exhaustion. They felt them approaching, the thundering steps heralding the approach of three massive brutes, their bus-sized man hoods and massive testicles swinging between their legs. The males smelled their mates' arousal, and it made them hard. Drool hung from lolling tongues and reptilian pupils dilated.

Oh, look who's here, Kori grinned.

Just in time, boys, Diana added.

Karen didn't even bother adding a snappy quip of her own. She untangled herself from her sisters and pounced on the nearest male with a snarl, gripping him close to her with all six feet. He was like a child compared to her, but that hardly mattered. She thrust her hips against his crotch and her mighty pussy swallowed his cock to the hilt, the moist folds squeezing around his throbbing length. Her insides were blistering hot and slippery as satin. Pussy juice gushed around the thick invader as Karen ground against the male, her eyes rolling.

You always have the best ideas, Kori giggled at Karen as she and Diana grabbed a pair of males. They kissed once and turned to their mates, gripping their cocks and guiding the throbbing organs into the moist heat of their pussies. FUCK ME HARDER, YOU BASTARD! Karen roared. She **** a nipple into the male's gaping maw, and the teat gushed at the sensation of lips closing around it. She threw her head back and roared as her mate sucked down the torrent of milk, even as his hips pumped, slamming his cock into her steamy depths. His body began to grow with every swallow of the hormone-laden cream, muscle, sinew and bone expanding to an even more monstrous size. Karen felt his claws grip her wide hips. Her eyes widened as she could feel his thick, bestial cock expanding inside her with every thrust. An intense moan escaped her lips as the ridges of his erection scraped her moist inner walls, making her shiver in paroxysms of pleasure.

Oh... YES! Diana crowed as she followed suit, thrusting her chest into her male's mouth. Kori's mate didn't wait to be ****, clamping his teeth around the dripping teat. As before, the sexual energy radiated from the three bloated queens, but this time it was a searing, all-consuming heat, as if the swarm was in the corona of a trio of suns! Females mounted males, males pierced females, and sperm mingled with ova. The lesser brood mothers, the Birds of Prey and the other females were sucked into the spell. Even poor Artemis, who had fought her metamorphosis every step of the way. The former Amazon's mental faculties had been worn at like a rough stone, eroded by the cycle of sex and birth. The tsunami of psychic arousal snapped her psyche like brittle steel. With a wild cry, she leapt at the nearest male, intent on taking his seed, instincts taking over as she regressed to a near-feral state.

Kate Kane, who was once Bat Woman, moaned as she let herself be plowed doggy-style by a pair of the gorilla-like males, their alternating thrusts plunging into her slick womanhood like twin drills. Terra's voice was raised in a squeal nearby, punctuated by the meaty thud of flesh pounding against her. She heard a moan beside her and saw Lyta beside her, lying face-up, her body shuddering with every thrust from her mate. "Lyta..." Kate moaned. The other brood mother turned her head and their lips met, moaning into each other’s' mouth as their tongues slithered together, sharing a kiss more intimate than any Kate had experienced as a human. The thought that she had been a lesbian seemed odd to her now, like a quaint childhood notion. Becoming the sensuous creature she was now, fulfilled her in ways she'd never thought possible as the weak mammal she once was. Her eyes rolled back as she felt the familiar and welcome shock of orgasm rock through her, the boiling rush of sperm drenching her womb in response to her flexing inner muscles. It was as if a supernova had blasted through her, and she knew that the matriarchs had climaxed, their psychic energy washing over the swarm in a massive explosion of psychic energy.

Kate, Lyta and Terra moaned as they felt the wonderful swelling inside them, filling them with their lovely spawn. They arched their backs and writhed as their waters broke, the pleasure of birth almost as overwhelming as orgasm. The bloated grubs squirmed out and the new mothers scooped them up, bringing the wailing, slimy infants to their trickling teats. Terra looked up to see the stars blotted out by a great shape drifting over them. She felt a heavy droplet splash against her shoulder. Then another hit her in the leg. "Rain...?" She sniffed at it and realized it was milk! Drink, my children, she heard Karen's voice in her head.

Lyta tilted her head back to catch the droplets, but it wasn't enough! She took to the air, still cradling her babies. Kate and Terra caught sight of her, and followed suit. They saw Raven and the other brood mothers taking flight too. They followed the rain of cream to its source, the ten dripping teats of each matriarch. The three leviathan-sized females hung like great whales in the sky, letting their bounty rain down. They hissed in delight as mouths, almost too tiny to fit, latched on to their nipples and began to suckle the sweet, nourishing fluid. They hung there like baby possums, gratefully gulping down the flood of milk. So engrossed were the feeders that they failed to notice their own growth.

Terra, Lyta and Kate moaned around their mouthfuls of gushing teat. It seemed like the fat udders were getting smaller, becoming harder for them to grip. They felt a strange giddiness as they fed, their minds awash with post-orgasmic sensation. It wasn't until their feet touched the ground that they noticed what happened. They were massive! As big as the tall skyscrapers that were carved out to serve as nests. The brood mothers grinned at each other. Karen, Diana and Kori shared a smile as well, feeling all the members of their brood growing stronger and larger as they absorbed the nourishing rain. Even the last weak vestiges of the radiation they'd absorbed was enough to energize their swarm. And the mighty, squirming grubs inside them would soon be birthed, a thought that sent shivers of delight through Karen.

Mmmm, what a way to enjoy our last night on Earth.

Hunger roiled up in the three matriarchs, their bloated bellies rumbling. They felt strange, as if they'd instinctively expected the power taken from Captain Atom to sustain them. In reality, it had the opposite effect: their bodies demanded massive resources to feed the atomic furnaces inside them...

***

3 weeks later…

That’s how long it took for Power Girl and her swarm to utterly consume the Earth, or at the very least scour it of everything edible! When she and the others were finished with Gotham, Karen moved on to the next city, and the next, and the next, and the next one from there. Every major city was destroyed and reduced to rubble within minutes, their people, animals, plants even the raw materials like wood and paper were devoured until all that was left were hewn rock and metal, the husks of used nests left behind and discarded as the swarm moved on for more to feed on.

They were like locusts, swarming over the coast by the thousands devouring everything in sight. And with every ton of mass they consumed merely added to the bulk of their numbers. The females of their ranks; the queens, brood mothers, whatever they chose to call themselves churned out spawn like an assembly line, dozens or hundreds at a time. Daily! By the time they had stripped the East coast bare they numbered in the millions, and kept right on going.

The military were powerless, even their most powerful weapons were useless and by the time half the country was gone they had resorted to stockpiles they promised themselves they’d never use. Nuclear, chemical, biological, they seemed to work briefly at first… That is until the swarm started adapting, then it all seemed to feed them, empower them further. Over a dozen hydrogen bombs were used to stem them in Nevada and yet the radiation was soaked up so readily like a sponge by the monsters that not even a handheld Geiger counter could read any lasting radiation. After the first week both North and South America were scoured bare and clean, and without a second thought other nations desperately went into action fighting this vicious new species.

By the second week the swarm had numbered in the hundreds of millions, and they had flown from the west cost to the shores of China and Russia, each one of the bloated monstrous creatures were the size of an aircraft carrier, slamming down onto the shore and biting into the buildings and landscape, devouring everything natural or manmade, they cared not what they sunk their teeth into.

Feeding only stopped so that the males and females would collide with one another, massive leviathans writhing in orgies that could be measured on the Richter scale, spanning as far as the eye can see, howling and roaring out loud as fluids spilled and splashed, hardening onto the earth at their taloned feet only to be moulded into nests for the newborns birthed mere minutes after conception, practically doubling their numbers on the spot. When their new additions matured days later, growing to match their parents the swarm as a whole continued on, their sights on what they hadn’t eaten yet.

By the third week the Earth was barren, the human race extinct and gone, as were everything else! The swarm pressed on, however. Their maddening hunger drove them to drain the oceans, sucking down every microscopic creature and drinking the planet dry just to fill their demanding stomachs. They devoured every scrap of organic material including the very soil, gorging on the nutrient-rich matter until their teeth scraped bedrock. From space, the process would have looked like a peach swarming with ants, had anyone been alive to see it. The surface of the Earth was gnawed on for hours until it’s skin blistered and cracked and the billions of creatures had eaten everything usable before hitting its core.

It took only twenty days to strip the Earth until it was as lifeless as its own moon. Dead, grey and cold even the atmosphere had been drained. The planet had shared the same fate as its sister Mars. But unlike the rust red planet, Earth was no longer their prison. The alien species having finished its meal and grown innumerable took to the skies and flew off into space. From there the entire solar system had become available to them. Venus and Mercury were scoured in days, made cold and barren, left discarded only the smear of resin nests left behind as evidence of their presence there. Jupiter and Saturn took almost a year! Their moons used as nesting grounds while the swarm took draining sips from the gas giant’s atmospheres, their numbers doubling with every wave. By the time Neptune and Uranus were scoured a month later, Pluto was all but an afterthought.

***

5 years later and all hell had broken out in all the civilized parts of the galaxy. Rumors and whispers at first, travelling merchants and starship travellers told stories of planets once habitable with whole civilizations were gone overnight, overtaken by an unknown enemy.

Rann and Thanagar had set aside their ancient war, uniting in desperation to survive against a common foe. That alone attracted the attention of the Yellow Lantern corps, curious to see what could create such intense fear. When they finally found it the darkness of space muted their screams. The Red and Star Sapphire Lanterns were the next to disappear, with planet Ysmault and Zamora going dark and silent mere days after the yellow light was snuffed out. Within a month the swarm could be seen even from space. A hideous smear of green translucent chitin shimmered in the star light, light-years across like a mobile nebula it enveloped stars, passing through them as an amoeba and leaving behind nothing but ****. Over time word finally reached the Green Lantern corps, and the threat had finally made itself known…

To the swarm it didn’t matter, or more importantly it merely drew their attention away from the reef star systems only to garner its efforts towards Oa itself. The Green Lantern Corps, ready to strike back with all the **** of its powers, stood its ground as the tide came to crash down on its defenses. From the outside looking in the center of the galaxy was like a candle being drowned out by a slow flowing green wax, colours and flashes bled out, scalding the swarm in the millions only for it to be drowned out bit by bit, the light getting dimmer.

“HURRY! We must stop them here, or else the entire Galaxy is destroyed!” The immortal guardians locked away in the main battery hall on Oa watched on with their telepathy, the night’s sky lit with the beams and hard-light constructs of their Green Lanterns fighting for their lives, but for each leviathan the lanterns killed there were two more to take its place. Their numbers were so great they took up the entirety of the sky. Then they heard it, felt it, sensed it…

A presence had arrived, sickly and depraved it was like a maddening lust, or gluttony that struck out against every living thing present on and around the planet. Clutching their minds and screaming the guardians looked around frantically as it spoke out with a haughty purr.

MINE!

Talons the size of the hall’s pillars pierced into the ceiling of the battery’s chamber, prying it off to be tossed away out of sight. Looking up the blue ancients were driven to powerless fits of panic at the titanic creature looking down at them. Easily the size of a city in her own right, Power Girl smiled at her prize, her many rows of teeth glinting in the jade green light and her reptilian eyes glaring at the glowing battery at the center of the room. Her eyes, six in all, had each become a different colour, one for each lantern core she had consumed on her destructive rampage; Yellow, Violet, Red, Orange, Blue and Indigo, she had consumed the lantern batteries and become something far worse than a monster.

Karen opened her dripping maw and tore the green battery out of its anchors with ease, lifting it up to admire its surface like one would examine a candy. Three prehensile tongues slithered out and wrapped around the tiny thing, pulling it into her mouth, a purr of pleasure escaping her pouting lips and four nostrils.

Tracing her claw down her long bulbous serpentine neck she followed the battery down her throat, caressing down the cleavage of her twenty breasts until it stopped at the spherical mass of her perpetually pregnant belly. Her stomach was a small universe in its own right, transparent green skin revealed millions of tiny lights dancing and swirling inside of her. New spawn empowered by the cores of light Power Girl had consumed.

She bellowed out a roar that shook the city and stunned the guardians. The blue beings looked up in horror to find the sky dark with the gloss green chitin of billions of leviathans ready to descend on their world, but the true horror came from looking up at the head of that swarm one last time. Power Girl’s many eyes began to glow as a green eye sprouted between the other six. Millions of glowing green specs appeared underneath the surface of her bloated womb, adding the swirl of colours already dancing underneath her translucent flesh. At that final moment, they knew that this terrible **** of destruction had now ascended to something truly unstoppable.

She knew it too.

Moving away from Oa and letting her children finish off the planet at the center of the galaxy Karen; the brood mother of her entire race watched on from lower orbit. She could feel the powers of the lantern batteries mingle together inside of her, the rage, the fear, the passion, all the emotions of life churning away inside of her, turning her into a goddess. Rearing her head up, her eyes went wide, their colours bleeding out until all seven of her eyes shone white. Feeding off this light she continued to swell and grow, expanding larger, to the size of a small moon. Her mind expanded along with her body, subsuming every member of her species, crushing their minds and replacing them with her own, making them all an extension of her!

When her metamorphosis was complete, she let out a single sigh and with it a tiny insignificant speck of light. She had become immense, unstoppable, all consuming. Her swarms reached every corner of the galaxy with nothing in their wake. In time she would breed until they broke the walls of the universe, spilling forth into the unknown beyond! She licked her lips with her many tongues. She couldn’t wait. But something else caught her attention in the dark, the light that had escaped her had begun to change. A tiny flicker in comparison to her enormity, the mote of light began to take shape, sprouting arms and legs, toes and fingers. In a fetal position it floated in the void until it finally awoke, glancing around in confusion and alarm. With all seven eyes the brood mother looked down at this microscopic spec of life and laughed out loud with the mouths of all her kind echoing out in the cosmos.

It was Power Girl! Pale-skinned and white-haired, she glowed with the warm silhouette of light around her. She gasped and shuddered at the sight of the galaxy turned empty and void, writhing with trillions of leviathans picking clean everything they touched. Clasping her white gloves to her head the woman glared at the oppressive mind battering against her own.

Finally, … Finally, free of you… Chirring deeply the planet sized horror lowered its head down to look at the tiny glowing woman eye to eye, her smile taking up the space of a continent with her three tongues slithering over and around her plump lips. You… You were the last thing holding us back… No more feelings, no more reason… Only instinct and need now… Need to spread… Need to feed!

Power Girl looked up in fright of the creature she had been shed from, an eldritch horror devoid of emotion or soul, bent on the annihilation of all things, and it had succeeded. Reaching out it clasped its claw around her, closing its fist to stamp out the last speck of light in the galaxy. When the miles long sickle talons closed tightly a beam of light shone out. In searing pain, the brood mother roared, rearing back like a wounded animal when its arm was torn apart, disintegrated from the claw up by the intense white light.

“NO! I’m the one that’s free of you!” With her fist raised Power Girl’s light intensified, going from a tiny spark to the scintillating glare of a super nova. “Free of your savagery, free of your appetites!”

Looking down at the stump of her severed arm the monstrous creature regenerated, sprouting a new limb to replace the one it lost. EAT… YOU!

“At end of day, in darkest night... when **** devours all that’s bright! Let shadows shrink from pure dawn's might; behold my power... LET THERE BE LIGHT!”

The light Karen Starr gave off exploded out into the far reaches of the cosmos, a second big bang that stretched out and obliterated everything it touched. Beams of radiance disintegrated the screeching swarm instantly, wiping the universe of their existence. The luminous wake dimmed to a warm glow as tiny stars began to spark back to life, returning the galaxy to new life.

***

Some time later, in a cozy New York apartment...

“So who’s the lucky guy, Karen?” asked Terra as she bounced a giggling little girl in her arms. Across the couch, Karen bottle fed a baby in her lap while another slept soundly by her thigh.

“Oh? What do you mean, Atlee?” Karen replied sheepishly. The blonde woman didn’t know how to react to the question.

“Duh, the silver ring! Do you have an admirer at work? Or did you get it out of a box of candy or something?”

“Oh right this thing, I got it at the Smallville fair last summer, at the… Card trick booth.” Thumbing her ring around her finger Karen looked away with a sly smile, one that Atlee seemed to buy. Shrugging her shoulders Atlee laid Lyta on her lap and tickled her stomach, making the little blond girl laugh and flail her arms in excitement. “I just figured you got engaged, what with you being a mommy of three kids!”

“The heck with that, no one’s tying this gal down.” Karen stuck her tongue out and laughed, setting Jacky down to sleep next to his twin brother Leo. She stood up and stretched, rubbing her lower back. She brushed clean her sweater and pants, checking the time on her watch before picking up a coat and heading out the door. “By the way thanks for coming over to babysit for me, I’ve heard you’ve been busy sitting for Diana lately.”

“Yeah, no problem… Who names their kid Apollo, anyway?”

“Battlestar Galactica,” She coughed into her hand before shutting the door behind her. Once she made it down the steps to the ground floor, Karen Starr leaned against the wall and looked down at the White Lantern ring on her finger. After she had expunged the species from the galaxy she had been hard at work bringing everything back into existence, the white light having the power to remake the universe and have life bloom again. Much to her relief the peoples and races she brought back had no idea what had happened, no memory of when she had consumed nearly everything and wiped out all of creation.

“No… That wasn’t me, when you get right down to it that was never me in the first place.” Thumbing the lantern symbol on her silvery ring she went out the door of her apartment and towards her job. Looking around everything was back to normal, traffic was busy, people were talking and going about their business. It was like nothing had changed at all.

Except her.

She paused by a flower shop to admire the arrangements and saw a bouquet in the window on the brink of wilting. Tracing her finger over the glass, she blinked when the flowers began to regain their vibrancy, along with every plant and flower at the window. Stepping back, she looked around and found to her embarrassment that she had left a trail: grass and flowers sprung up between the cracks of the sidewalk leading back to her apartment. Rubbing her ring hand and picking up her pace, she practically jogged down the street, hoping no one saw. “I’m never getting used to that!”

***

At the far edges of the cosmos, far away from anything that could find it, a tiny sliver of green flesh floated aimlessly in the dark. Weakened beyond the ability to heal and nothing to latch onto the severed claw began to gelatinize, becoming a glob of black fluid the size of a grape. Reaching the outskirts of the Milky Way galaxy, it was subsumed into the endless void.

Floating…

Waiting…

The end...?