Chapter 9: Rot

With the rest of the dockhands loading and unloading a pair of yellow safety vested dock workers went about their rounds, checking the manifest of their storage warehouses and what was to be sent out. The last three warehouses had been checked and the two workers were going to the forth to continue their inspection. That is until one of them noticed the door’s lock snapped off. Scratching his head under the safety helmet the man wrapped a gloved hand around the handle to open the door but found resistance, almost like something was leaning against the door.

"The hell? Hey Bob, help me get this thing open."

With two pairs of hands gripping the old cast iron door handle they pushed with all their might, even needing leverage with their feet and leaning their shoulders into the door itself. When it cracked open both men winced as a rush of humid air rushed out the doorway, the pair nearly coughing at the stench as it began to air out. "Ah geez what the hell is that?! Smells like a sweat house in here..." Bringing a cloth to his nose the one dock worker crept inside, unclipping a flashlight from his pocket and waving it over to see into the pitch darkness of the large building, turning to his partner and waving him in. "Don, look at this, the hell's going on in here?"

Walking in to join him the other man blinked and put a cloth to his own mouth, looking around in astonishment. Every foot of the warehouse was dark, almost pitch if not for the broken sky light window up above, but apart from that he could still make out a few things. For one just about the entire building was covered in... Gunk! Pulling out a flashlight of his own from his pocket Bob pointed it at the floor where they walked, it was smeared and coated with some kind of yellow cement, some of it was solid while other parts were still soft enough to take on his foot prints. Looking back, he found the same stuff smeared over the doors, discovering why it was so hard to open. "Geez it’s boiling in here..." Coughed Don, nudging his foot over a mass of the hardened gunk that lathered the entire surface of the building’s interior. Picking it up daintily with two fingers he found what looked like the spade of an emergency shovel, its surface pitted and dented like someone had taken a hammer and chisel to it. "What is this, termites?"

"Never heard of termites eating steel before." Confused and worried the two continued to look around. The building’s insides looked like some kind of underground cave, with stony bulges at the floor and dripping stalactites above they would never have thought that this was a two hundred square foot building. With windows, skylights, security booth and enough crates of rice to fill five apartment buildings. But here the crates were nowhere in sight, the booth gone from its corner and the building pitch black. Instead just the same muddy material as far as the eye could see all around them. This was a cave.

Then they heard it, a low hiss that echoed through the entire building, like it came from everywhere at once. One hiss became several as the pair of workers pressed up back to back looking around themselves for the source. When it all stopped their flash lights focussed on something they never thought they'd find.

Standing there, scratching her red hair was a naked bronze skinned woman, taller and more curvaceous than either of the two could believe. Guarding her eyes from the light she frowned before approaching the two men, her gait was like a runway model’s despite the wobble of her H cup breasts, she took each deliberate step forward until she was barely a meter away from them. "Why are you here? Couldn't you tell I was sleeping?" Pouted the buxom giantess eyeing the two men in front of her, her hands at her generous hips.

"Lady what the hell are you doing in a place like this? You've got to get out of here now!"

Grabbing onto her wrist tightly and attempting to pull her in the direction of the door Bob lurched as she barely moved an inch, almost like she was glued to the floor. "This is my home, I'm not leaving." Rolling his eyes Don grabbed her other wrist and joined in, trying to bring her out. "Screwed up naked girl in a dark warehouse, this one's definitely a druggie for sure, come on toots your coming with us."

With a sneer Koriand'rs eyes glowed orange, a hiss escaping her luscious lips and catching the attention of the two guards, making them go chalk white at what they witnessed! Instantly she began to change, shift from the bronze skinned goddess they found to something far more nightmarish. Her long flowing hair came alive, swaying to an unfelt breeze before becoming slimy and slithering, writhing into glowing tentacles, lashing them out and impaling the one grabbing her arm through the eyes, mouth and nose. The other one yelled in a panic and she snapped back and opened her mouth wide, her jaws showing him rows of teeth when she bit his screaming face off. With two dead men still squirming away she tossed their bodies into the darkness, her eyes able to see her dozens of boys tear into their corpses like wolves as she stood and watched, hissing in anger and licking blood from her lips. Having been found out Starfire's mind rattled over ideas, she didn't want this to end, not now, she never felt so much pleasure in her life, the feeling of being so alive and free. She had to have more!

With a hiss her sons followed her out of the nest, leaving the ruined cloths and bones of the two dockworkers who discovered them all behind in what was left of their former home. Sneaking out the door with the subtly of a stampede they fled out into the open air, keeping out of sight from the rest of the shipping crew out in the open. Keeping to the water one of Kori’s sons pointed towards a reservoir pipe and the rest rushed towards it.

To anyone who would have spotted them in the dark all they would have seen were hundreds of orange lights like ribbons of fibre-optic cables flow through the pipe and disappear.

***

Starfire led her children down into the city's sewer system, drifting above the walkway, her hair glowing in the subterranean gloom. Wrinkling her nose at the smell, but she knew that the surface world was becoming more dangerous for her, for them. If those two humans could find her than others would too, the idea that it would end her pleasure made the she-creature shudder, her sea of tentacles writhe and coil. Floating through the dark with her pod of children following her she thought back to the Titans and what they would have done had they seen what she had become, what she had done. Slumping down to her feel her tentacles hugged around her. She did feel a little lonely, though. Oh her boys were lovely mates but they weren't much for companionship. She missed her friends, she missed friend Robin and friend Raven, but the will driving her on told her they were competition, threats. If she were to survive than she had to forget about them.

Looking up ahead her demeanor switched from doubt to sheer joy, cheering as she led them into a dry, open space, and realized it was an access tunnel from the subway that had been sealed off. It was perfect. The smell of the sewers was diminished, but they had a defensible space that led into several sewer tunnels. Exploring the large area, she found it dark and dusty, cobwebs littered the upper corners and archways and soot layered the tilework of the floor where the trains would arrive. There were some dusty work clothes stacked in a corner as well as some old tools left behind after the place had been closed down. It seemed like this place was abandoned. Breathing in deeply her heightened senses picked up everything for miles in every direction. From here she could know when someone was coming, even the filthy rat that had tried to hide from the intruding creatures under a crate, only to be impaled by one of their tongues and swallowed like a frog eating a fly.

“Oooh, let us celebrate our finding of our new home, yes?" She smiled and pulled one of the male creatures to her. Staring into his reptilian eyes the two regarded each other only briefly before colliding into each other, their clawed hands gripping and caressing what they could reach of each other while their tongues coiled and explored each other’s mouths. When she pulled away their tongues lingered together before she separated from him and sauntered over to a nearby wall. "I want to birth my first baby here. Fuck me!"

Turning around she presented her rear up for him and the others, wriggling her wide hips and tracing a clawed finger up her inner thigh to her moist folds. He didn't waste time, gripping her hips with his claws, and lining himself up the beast growled, thrusting deeply into her with swift aggressive strokes until she was pushed up against the wall. Spinning around she pinned him against the brickwork, her round ass keeping him there even while he gripped at her wide hips, not willing to separate until he had his release. Tossing her mane of tentacle hair and feeling up the globes of her H cup breasts Kori looked ahead to find her other children watch her intently, their erections throbbing off their waists at the sight of their mother being mated, the smells making them practically froth at the mouth. "Yummy, all these hard studs just for me?" Gesturing to them to come closer despite bucking with each thrust behind her she clamped her lips on the first one and grabbed two more, pumping them in her fists while she sucked the one in front of her. It was like she was consecrating the place, blessing it with new life. It was a lovely ritual, and Starfire wanted to indulge herself.

The one in her mouth began to pulse and unleash into her mouth and throat, and Kori eagerly gulped down the creamy load, switching to another cock. When the ones in her fists felt like they were going to shoot, she wrapped her lips around them, sucking down the rich semen. The male in her pussy grunted when he got close to orgasm. Kori could feel the member swelling in her. He roared and pushed himself to the hilt, spewing a thick swirling load into his mate's womb and her pussy responded in kind, orgasming and sucking in the life-giving seed. Kori let go of her boys and panted, stroking her belly as it sloshed with sperm from both ends. It swelled under her hands, going round and gravid, her breasts beginning to let trickling spurts of milk out as they grew heavy and full. She moaned at the sensation, loving every moment, even the painful ones. "Yes... yesssss!"

Less than a minute after she separated from her lover Koriand’rs water broke, forcing her to squat down, and push out a squirming grub. The males watched in reverence as she gave birth, entranced by its wonder. Hearing the baby's cries made her nipples ache and she cooed lifting it, brushing the gunk from its fat wormlike body. Kori wasn't sure how, but she knew that this was a girl! Examining the squealing grub in her claws she turned it back and forth, her new senses letting her now of the hormones and chemical reactions going on in her child’s body. She flew up and spun around up in the air, nearly hitting her head on the ceiling and cheered as she held her daughter to her breast.

"You remind me of friend Raven, Yes! You will be Raven." Kori sighed at the suckling infant. "And we will be friends."

***

After Starfire's daughter was born her sons went to work building up their new home, going into a rut and spraying the walls and floors with cum again and again, the stuff hardening as the resin like substance fortified the walls. Tearing away the scraps of steel and ruined subway cars to make room Kori continued to nurse her new daughter, feeding her milk from her massive breasts as she laid on the stone tiled floor. In her arms she could feel her child grow rapidly, her arms and legs gaining definition and the tentacles on its head wrapped firmly around Koriand'rs arm. Starfire loved every bit of it, moaning and biting her lip as Raven nipped harder against her nipple pulling more milk from her.

After a couple of days Starfire giggled as her daughter pulled away and wandered around the new nest, her brothers sleeping in a pile like a pack of wolves. When the little girl creature found a suitable spot tentacles burst out from her body, the new limbs reaching up and anchoring her over onto the ceiling, where she was enveloped into a chrysalis. Smiling up to her daughter Raven Starfire's stomach growled, making her smile before rubbing it. Looking to her sons she knew they were now totally spent and wouldn't be good to feast from for at least a good while. Shrugging her shoulders and making her plump breasts wobble Koriand'r decided to head out for something to eat, blowing her daughter a kiss before heading out and climbing up a man-hole to the surface above.

Keeping out of sight she flew low above the roofs of buildings and cars, following her nose for anything that would peak her interest. With her new senses she could make out the pink glowing silhouettes of people crossing the streets below, even sensing them behind the walls of their homes and places of business. Right now she could eat anything, and her growing urges even made her consider attacking the people below. Even the elderly one walking his dog across the street made her lick her scaly lips.

Then she found it! A familiar scent that made her eyes go wide and her mouth drool before she flew down at high speed for a factory at the edge of town, where the scent grew stronger. Landing at the slide up door where shipments were sent in and out Starfire had no patience to be cautious as she grabbed the thing with her clawed hands and tore an opening for herself, leaping straight inside and stopping only briefly to bask at the sight.

There in front of her was the machinations of a mustard bottling factory, hundreds of boxes filled with hundreds of bottles worth of the sour ambrosia. Licking her fanged teeth, she went right to it. Tearing open a box and snatching a single bottle, popping the top off and guzzling its contents down like water before tossing the empty bottle behind her and reaching for another. The entire night went on like this as empty bottles piled up behind her feet, and with the hours passed the added mass started having an effect on her, rounding out her hips and rear as she had to re-position her feet from the slow growth. Rolling her shoulders, she felt her breasts grow larger, her shoulders and back strengthening to compensate.

Oblivious and too hungry to care she continued to drain bottle after bottle until she was finally sated.

***

Three hours later Koriand'r tore her way back out, forcing the hole she made larger and wider to match her current size. Three hours and 300 pounds of mustard later Starfire stepped out of the factory, wiping the last bit of the yellow condiment off her lips before licking her hand clean. She was immense! Well past eight feet tall and nearly half a ton her figure had filled out into that of a fertility goddess. Reaching back and combing her claws through her glowing tendrils, stretching her thick limbs and sighing with joy before flying off back to the nest.

Sneaking through the water access pipe she crawled her way back to the nest under the city, squeezing her way through the double door entry and finding her boys still asleep and her daughter still gestating. It felt good to eat and drink to her heart's content, reveling in the flavors of her meal and being filled. Each step was like a heavy thud as she made her way around the nest, just before she stopped at the glass doors of a subway car her sons had cleared out of the way. She could see her reflection in them and liked what she saw, posing as she admired her size and shape. Yet something felt... Off.

Her body seemed so limited, restrained, she needed to change that. Looking at her reflection with concentration she watched and she willed her body to alter itself, squirming and arching her back as the flesh underneath began to change. A second pair of arms grew out from her sides, fondling her breasts and thighs as she moaned from the heightened sensation. Her clawed fingers traced over her erect nipples, all while new growths started forming under her hefty bust, four newly developing breasts grew down under her original pair and nearly touched her naval, growing and filling with milk as her four hands interchanged between the six of her puffy nipples. Standing on her toes she moaned as her feet changed, her toes growing thicker and longer, her big toes traveling up her heel as the rest of her toes splayed out, now standing on the balls of her feet. Wiggling her hips she felt a tail grow out behind her, lengthening and fattening up with her mass until it was as long as she was tall, and larger around then either of her legs. "Yes... More..." The spines on her back began to soften, slithering around like the tentacles on her scalp as more started popping out of her back, growing out and spreading down to the very tip of her saurian tail until its tip was ended with three large tentacles, like that of a primitive claw.

Looking at her face she smiled at it before she willed it to change too. Her horns straightened out, lengthening out behind her like a gazelle's as her nose began to merge with her upper lip, her mouth broadening and pushing forward slightly, making her look more reptilian than ever. With the changes done she gave her new appearance a look over, smiling at the results and leaning forward to kiss her reflection, her six massive breasts mashed against the glass and metal and dripped thick milk down its surface. "My my, Starfire's reflection looks so beautiful, so perfect..." She felt she had cast away with something that was holding her back. Now she was a living embodiment of pleasure and sensuality, every tentacle from her head and back could feel every change in the air, sensitive to everything around them. Turning sharply, she sauntered back to the middle of the nest, falling to all sixes and curling herself around like a jungle cat with her daughter gestating above her. With the sea of tentacles lining from her head down to her tail she felt under the slop of the cocoon, anxiously waiting for her new friend and daughter Raven to awaken.

***

After a day of waiting impatiently it wasn’t long until Starfire heard the stretching, creaking sounds of the cocoon opening. Raven clawed her way free, falling into Kori's lap as her mother awoke. Wiping away the sludge of the cocoon from her face, she looked up at her with beautiful golden eyes.

Raven smiled, and leapt up to plant a kiss on her lips. "Mommy!" Kori laughed as her daughter kissed her way down her chin and her neck to her bountiful breasts, where she began to lick the large curves of her bust and chest, her slithering tongue exploring the large curves.

"I thought you'd be hungry, Daughter Raven," Kori smiled. “Instead I find you wishing for fun, I like that.” She extended her tongue and began to groom her daughter, licking her glowing tendrils clean of amniotic fluid. It had a salty-sweet taste, a bit strange, but not unpleasant. "You certainly are pretty!"

Raven was almost a dead ringer for her mother when she'd been transformed over a week ago. Being a tall, leggy beauty with an hourglass figure, firm round buttocks, and proud, prominent breasts. Her scaly carapace had a slight glow to it, the way Kori's did, and the hair-tendrils Kori was cleaning were like warmly bioluminescent anemones. "You're so tasty, Mother Kori," Raven purred. "But I want something... different."

"I think I know what you have the appetite for…" Kori waved over one of the boys. They'd been transforming too, as if in sympathy of their queen. Their bodies were hulking and brutish, with thicker armour plates across the chest and over the shoulders, and their skulls were reinforced with overlapping ridges. Licking her maw she eyed the phallic shape bobbing at his waist, their cocks would have been dangerous to humans with their barbed heads and rasping shafts, but to one such as Kori or her daughter, they were lovely specimens of perfect masculinity. Raven cried out in delight at the dripping member, its musky scent enticing her nostrils. She eagerly wrapped her lips around it, sucking away, like it was natural for her. The male grasped her head in his claws and began pumping his cock into her mouth, sliding the anaconda-like shaft down her throat. Raven found that she enjoyed the sensation of deep-throating the meaty erection, swirling her long tongue around his shaft and pulling him deeper.

She took over for him, bobbing her head to suck more of his dick into her mouth. She could feel it throb, and the male groaned. Raven's eyes widened as her mouth was filled up with thick creamy liquid, its rich taste dancing on her tongue. Instinctively, she swallowed, and found more was pumping out. Hungrily, she sucked it all down, letting the male's manhood slip from her lips and burp once she had a lung full of air. Rubbing her stomach and feeling gloriously full, and yet... there was still an aching need, even lower.

She had the genetic memory of sexual pleasure, however, and playfully presented herself to the other males, she put her glistening virgin pussy on display for the males. They eagerly rushed to her, cocks swinging, in the hopes of being the first to sample the new female's womanhood.

Kori smiled at the raging stampede. Raven was her mother's daughter all right.

***

Days later…

Across the city to the sleazier ends of its streets the music and bass of a local strip club boomed in the night, a row of motorbikes parked up front where a bouncer sat nursing a bottle of scotch. Inside the tables of drunk men cheered and hollered when the stage lights focused on a bronze-skinned leg peak through the curtains.

"Give it up for Raven and Star!" The DJ cried out as the pair of near-identical golden-skinned giant beauties strode onto the runway holding hands. It shocked the crowd to find a pair of women taller than the bouncer at the door and more curvaceous than three porn queens tied together stride in front of the stage with the grace of royalty. They began a slow, sensuous duet, tracing fingers over the brass pole between them before grinding their bodies together. Koriand’r and Raven had found out about "amateur night" here and could sense the delicious waves of arousal it exuded, to the two predators they could not resist the flock of sheep inside. The men who wanted to see them were ripe, like fruits ready to be plucked, and with each howl and cheer spurred on their slow provocative dance.

"Ooooh, mommy," Raven moaned as Kori's nails slid down her sides. She'd never felt so deliciously exhibitionistic, but Kori had been insistent, wanting to show her the pleasures of showing off her body, even if the flesh-form they currently wore was inferior. They surveyed the room as they danced and ground together, twirling teasingly on the pole. Raven whispered, "How about them?"

"Mmm, very good, Daughter Raven," Kori smiled as she saw the group of five men surrounding a sixth. She and her daughter began playing to the crowd, swinging their tits in hypnotic circles and grinding their hips in the air against invisible lovers. Raven got on all fours and sucked a finger while Kori licked the brass pole above her. Money was tossed on to the stage like falling leaves yet it wasn’t the green on the stage they were interested in.

Soon their set was over and they strolled out from backstage into the crowd wearing nothing but their hungry smiles, ignoring the offers and groping hands, they walked over to the group Raven had pointed out. "Hello," Starfire said, her body glistening with sweat. "You are 'batch party', yes? Man about to be married?" The guys at the table grinned and nodded, elbowing each other triumphantly, except for the nervous-looking groom-to-be.

"We have special treat for you in vip-room," Raven added. "We would like you all to join with us." The bachelor party whooped in agreement as Raven and her mother shared a feral look. Leading the group of men to the back staircase up to the next floor Starfire and Raven smiled as they lured the bachelor party to the VIP room and closed the door behind them, placing a 'Do not Disturb' sign on the door before locking it. Standing in the middle of the dim room both bronze skinned women held each other gently as they eyed the men before them, most of whom were busy undoing their shirts and pants while the shy one at the back looked away. "So what are you gals? European? Latina? Never seen a skin tone like that before."

Giggling at the one struggling with his belt Starfire and Raven shared a lurid kiss as they felt up each other's waists and rears. "We're sisters... We share everything together..." Stepping up to the group of men Koriand'r wrapped her arms around the shoulders of the one in front of her, chuckling as she felt him slap her ass and heft one of her breasts. "Damn you're a lot of woman!" Smirked the dark haired man, all while she led him and the others towards the bed. "And you are lots of cock!"

Raven had pressed herself up again the one still clothed and red as a tomato, his eyes diverting away from her G-cup rack as she smiled down at his shyness. "Let's go somewhere private..." Grabbing his wrist with a strength that surprised him she pulled him towards the bathroom and locked the door, as soon as they were alone she pinned him against the sink, kissing him hard and prying his shirt open. "Look I don't know what your game is but I'm getting married in the morning!"

"Oh? Does she have these?" Grabbing his hands, she pressed them up against her full breasts while she worked his fly open, licking her lips at the sight of his rising erection. As soon as she pulled it free and started sucking on it his cries of rejection slowly diminished.

In no time at all she found herself bent over the bathroom sink, moaning and laughing as he plunged into her from behind, her breasts beating against the mirror as she looked over her shoulder with a smirk, feeling him grip her ass for leverage. After a series of moans and grunts she watched as he gritted his teeth and clenched his eyes shut, going rigid and gasping while he bucked deep inside of her. Crying out in orgasm herself she felt him flood her insides, at the last moment of their shared bliss the man thought he saw her eyes turn yellow, just before she gave him a shark toothed grin.

***

"SHIT! Gonna blow!" Winced the handsome dark haired man as he mounted Starfire from behind, another had his member deep in her throat while the rest either laid back and watched or jerked off waiting their turn. "YES! MORE! Don't stop..." Feeling him pull out after a few seconds Koriand'r pouted before remembering the one she still held in her hand, pumping away as she looked the man in the eye. "Your next." Shoving him back against the bed post and climbing up to straddle his waist she sighed in relief as she lowered herself over his bobbing erection. Almost hissing in pleasure as he penetrated her to the hilt. The big beautiful MILF moaned as she started riding him like a rodeo bull, grinding her hips against him as she tossed her hair back.

She loved every second of it all, the sounds, the smells, the gripping hands at her waist and the cock hammering deep into her womb. She felt so alive, so free. The ecstasy she was experiencing reaching new heights as the man under her found her G-spot.

The group were alarmed when the bronze skinned giantess moaned like a jungle cat, rearing back and bucking her hips. Another orgasm ripped through her core, and with it her disguise began to slip, slithering tentacles sprouted from her back, growing in length until they were as long as her red hair. Blinking in confusion the bachelor party went dead silent as the woman began to change.

With each ear piercing wail her skin went from golden bronze to translucent green, more tentacles growing from her back by the second as her long flowing hair began to change with it. Arching her back a tail began to grow out from above her fat ass cheeks, slithering out of her it swung back and forth until it struck one of the men at the side wall with enough **** to pulverize his skull, his naked body dropping to the floor as the others panicked. Before they could scream or make a run for the door Starfire's tendrils snapped out and wrapped around their necks, chocking them tightly a them up with inhuman strength.

"So ClOsE... MoRe, GiVe Me MoRe!"

Looking up at the woman straddling his waist the man cried out in fear and pain as she began to grow bigger, her hips and thighs growing stronger and the bed creaking from her expanding form. New arms sprouted from her sides as additional breasts started budding under her original pair, horns grew out from her brow and her face took on an almost reptilian savagery to it. With a guttural roar Starfire and her prone lover had found climax just as the bed collapsed, crushing the man under her weight and killing the rest in her slithering grasp.

Looking over her scaly shoulder, her tentacles parting to let her see past the ruin of the bed. Koriand'r smiled as her daughter stepped out of the bathroom, her claws bloody and her belly steadily growing rounder by the second.