Chapter 12: Plague

The swarm had assaulted Gotham with almost laughable ease. They'd sank the bridges separating the city from the mainland, ripping them from their supports like they were rotten teeth and cutting the city off from any outside help. The streets were in chaos with hundreds of the creatures tearing into anything they could sink their claws and teeth into, while hundreds more circled overhead, guarding three massive creatures that loomed over the streets hungrily. Feast, my children. Karen's telepathic voice urged. This concrete jungle is your hunting ground!

Smiling down at the carnage her children partook, she turned to the other two leviathan mothers that shared the night sky with her. Diana and Koriand’r led their own swarms over the city, joining Karen’s brood in destroying everything in their wake. Landing heavily over the roof of a skyscraper Karen wrapped herself around it like a serpent, her six claws digging into the stone and steel and causing debris to rain down to the streets far below. It was all too easy, nothing could have prepared Gotham for their arrival.

Once we've secured the city, we can share the bounties of Arkham and Blackgate. Batman should thank us for...

Power Girl's thoughts were interrupted by the shriek of a jet engine. She looked up to see the sharp bladed shape of the batwing fly by Gotham city before disappearing back into the polluted clouds. The rest of the swarm stopped and looked up, joining their mother in her curiosity when the Batwing dove down like a streak towards them. It loosed a battery of missiles before swooping back up to hide, making Karen scoff. Pathetic!

Searing beams of heat lanced from her eyes and the missiles exploded, sending glowing green vapor to rain down on the titanic female. The instant the green dust landed on her translucent flesh she gagged, and coughed in aggravation, clawing at her face. For the first time in so long she felt… weak. Her strength abandoned her, and she fell from the skyscraper like a landslide, slamming into the ground with enough **** to cause windows to shatter; cars exploded as she crushed them under her bulk. Pain flowed through her and with her empowered link to her kind she felt them experience the same agony. Looking around with blurry vision she found her children staggering and fall to the ground, cringing into fetal positions.

Kryptonite! Her telepathic screams resonated through the horde like chain lightning. The little rodent's using kryptonite!

Batman flew in to let loose a second salvo, before being **** to pull up and avoid the open jaws of Starfire racing high up into the air to catch him. Eat you! KILL YOU! The caped crusader banked right, barely escaping the maw of teeth that tried for his left wing. Koriand'r roared, chasing Batman through the air, cutting through dark clouds and smog while the little black jet made its escape to keep attacking. In the distance the bat signal shined on through the cloud cover, making the giant creature hiss in anger. They think you can save them, NOTHING WILL SAVE YOU!

Diving down the bat shaped stealth jet took aim at one of the massive leviathans, one staggering after being doused in kryptonite powder while the other one, the one with the cranial fin reared up to see him approach at top speed. Without a moment's hesitation he fired a salvo of missiles straight at her, pulling back up as Starfire bolted out of the cloud cover to see the explosives ignite into Diana's shoulder and flank. Surprisingly Wonder Woman recoiled, rolling back in pain as her flesh was peppered in silvery spikes laced with enough tranquilizer to drop an elephant... Each.

The rest of the swarm writhed and spasm, reacting to their matriarch's pain as the **** took Diana out.

***

Bright flashes of teleportation markers flared throughout Gotham as heroes started arriving to deal with the invasion. The city had become a battlefield as humanity fought back, struggling against the legion of massive alien monsters hell bent on total destruction.

"SHAZAM!" A heavy torrent of lightning filled the streets as several of the alien monster were lit up like roman candles, their scorched flesh glowing red as they were cooked from within by magical lightning. Captain Marvel dodged out of the way of the monsters he missed before prying a light post off its foundation and swinging it around like a bat. Had he noticed behind him he would have seen the charred carcasses heal from their burns and wounds, slowly getting up and hissing at their would-be attacker.

***

Starfire roared in blind rage as she chased Batman through the clouds, she was no longer amused, no longer pleased as the little black flying thing toyed with her in the air. With her eyes glowing orange and green Koriand'r blasted the night sky around her with solar energy, cutting through the clouds and smog until it appeared to be dawn, “WHERE ARE YOU!” Her voice boomed over the horizon, echoing out that even those in the city could hear her. A missile struck her in the back of the head as the batwing flew right past her, her eyes glowing brighter as the sea of tentacles flowing down her back writhed and flailed with her anger. Batman had to buy more time, he knew that all his tricks would be nothing to a creature that size. If he could delay the monsters long enough, than the League could contain this threat once and for all. Turning around for another pass he took aim at the massive flying monstrosity, its lips curled in a sneer of sharp teeth as he readied another salvo. Before he could fire the batwing was struck with something powerful, something BIG! Power Girl had launched herself into the air with a deafening roar and snatched up the batwing like an eagle.

Batman looked out at the glowing red eyes of the horned leviathan grasping his crumpled jet like a soda can. She flicked the glass canopy away and pulled the caped crusader out into the open. Her size was so great her one claw enveloped Batman easily, her hot breath wafting over him as she smiled darkly at her prize and tossed the ruined jet aside, ignoring as it exploded on impact. Looking up her claws and arm Bruce could see the bits of kryptonite dust still embedded in Karen’s scaly flesh, giving her a sickly, glittering sheen. “YOU PATHETIC LITTLE WORM, YOUR TRICKS ARE USELESS NOW. I AM BEYOND WEAKNESS!”

The two leviathans smiled wider when they noticed Diana stir, shaking herself back awake. She growled, shaking her mane like a dog, making the spikes puncturing her flanks pop out of her translucent green flesh one by one. Rolling her shoulder and sniffing the offending syringe missiles Diana launched herself up to join her sisters in the air. Turning back to her prey Karen lifted Batman up to give the little man a look over. “TO THINK YOU COULD GIVE US SO MUCH TROUBLE… IF SUPERMAN COULD NOT BEAT ME WHAT CHANCE DID YOU?” She relished the sound of his ribs breaking in her tightening grasp, the tint of red dripping from his mouth even as he gave a final spit of defiance. “If… *Cough* If I could beat Superman… *Cough* What makes you think NO ONE can beat you?”

He didn't even have time to reach for his grappling hook before he was tossed into the air and both Karen and Kori snapped out and bit him clean in half. Power Girl tore off the top while Starfire took the legs, gulping down their morsels and rejoining the swarm below.

***

The battle was going badly for the League. The Flash managed to keep several steps ahead of the swarm with his incredible speed but with all the strikes and blows he gave it meant very little. Punches and kicks with the speed of a bullet pulverised what he struck but even in his enhanced sights he could see the creatures get up and regenerate. Regrowing limbs seconds after they had been reduced to paste. Snapping back for another run around he lost his footing when he passed by a pool of resin still drying, hurtling into a car with the **** to buckle the door inside out. By the time he regained his bearings five of the tentacle monstrosities had already dove on his prone form, tearing into him like wolves.

"Captain Marvel!" Zatanna cried when the red-clad hero was dogpiled by a group of the reptilian horrors, slashing and clawing away at his prone body. She fired bolts of mystical energy from her wand, keeping the other slavering creatures at bay, hoping that the man was still alive. "Sretsnom raeppasid!"

"SHAZAM!" A bolt of lightning cracked from the sky and fried the beasts on top of Captain Marvel, freeing the man and showing he was still unharmed. Punching his way free of the horde he looked up to see one of the massive six-limbed leviathan creatures diving down at him, its shadow looming over the entire block! Steeling himself he leapt into the air to face it. Diana smiled as Captain Marvel flew up and away, as if it would keep her busy while poor Zatanna took care of the males. She even let him think he'd tricked her when he doubled back, darting directly at her with his fists at the ready. His flight took him right past Diana's horned head, intending to use the lightning against her as well.

"SHAZAM! SHA--" Tendrils snapped at him, lashing around his throat and limbs. The lightning that was meant to incinerate the monstrous Wonder Woman struck HIM before he could dart out of the way, turning the man back into Billy Batson. So predictable. Diana mused as she plucked the boy from her mane, her tentacles keeping a tight grip around his mouth and keeping him from speaking. But then, I shouldn't expect master strategy from a ten-year-old. When she opened her mouth wide Billy tumbled down Diana's gullet with a wordless cry. Swallowing her meal Diana flew down to see Zatanna still holding her own against the onslaught of her many children. The magician's fingers flew and spells twirled around her with intense, multi-hued light. If Zatanna had noticed the massive form of Diana floating over her like a shark, she didn't give an indication, her full attention was on destroying as many of the alien creatures she could and desperately staying alive. Looking down at the frantic magician Diana mused over what Karen did to the Birds of Prey... why wouldn't that work here? Rearing back, she cupped one of her heaving breasts and aimed her spurting nipple at the woman under her.

Sweat ran down Zatanna's back under her coat as she shouted spells, worried that her voice would break. Suddenly she was blasted with what felt like a firehose, only it wasn't water, it was... "Milk?" She gasped as more and more splashed her. The torrent seemed never-ending, and she couldn't help but swallow it down. She slipped and fell into the pool of milk forming around her feet, moaning as her belly rumbled. She closed her eyes against the sweet-tasting rain and curled up in the fetal position. Diana landed, her breasts still dripping, smiling down at the pulsing cocoon sitting like an island in a white lake. Karen has her birds, now I have my magician.

***

Kori soared into the sky, sniffing at the air. Her lips split into a shark like grin when she found a familiar scent... no, TWO scents! Turning her head her keen glowing eyes spotted them: Nightwing, her beloved Dick, and beside him, her best friend in the world, Raven. The two of them were fighting off her swarm-spawn with fist and spell, pushing her brood back with the power of desperation. Her heart thundered with desire, her nipples beaded with milk and her pussy swelled with moisture. They were both superior to ordinary humans, and deserved a place beside her.

"Look out!" Nightwing shouted to Raven diving out of the way when Kori dropped from the sky. The ground shaking as the massive glowing creature landed on all six claws. She snatched up her friends with a single claw and gazed down at them, struggling in her grip. Looking up they saw a strange glimmer in her eyes... and the next thing they knew, she was pressing their faces against her nipples. The dark, stiff teats were bigger than basketballs, and the two heroes spluttered and gasped from the gush of milk. Starfire let out a groan as she felt her friends' tiny human mouths open and close, filling with her nourishing cream. She wanted to feed them, make them grow so healthy and strong so that they could share in the glorious sensations she experienced. After all, Diana and Karen had made others join with their milk, so why couldn't she? She felt their bodies trembling as the transformation took hold, and held them to her upper cleavage until their cocoons took hold, their rupturing tentacles clinging to her green translucent flesh. Oh, my loves. Kori thought with a smile, stroking the double cocoon. She could feel their life-**** as it blossomed. I'll keep you cosy and safe!

Looking out over the horizon Koriand’r noticed Power Girl had found interest in the island off Gotham’s coast...

Karen circled above Arkham Asylum and curled her lips in a sneer as she looked it over with her x-ray vision. It was a filthy warren of impurity. None of the inmates had any redeeming features, biologically or mentally. They would make unstable and dangerous mates. The Joker had an especially egregious smell of hate and insanity that she could sense from a distance, a greasy, abhorrent aura. Her eyes glowed crimson as she swept the institute with her heat vision, sterilizing it and reducing the population to ash.

Blackgate, on the other hand... Karen landed in the courtyard, ignoring the sirens and the small arms fire, bullets bouncing off her chitinous, scaly hide. She swept up the annoying guards and ate them by the claw full. Their bullets couldn't harm her, but the noise was annoying. She spotted some particularly decent specimens in a brief sweep of the facility, and punched holes in the walls to get at them. The inmates were shocked as they were dragged into the open and pressed facefirst against her nipples, their mouths filling with milk. Karen set them down when she felt them begin to metamorphose, and soon the prison yard was festooned with cocoons hanging from the walls and scattered on the ground, like pulsing fruit, ripening for a harvest.

Soon, my children... She smiled and flew back to the city, ready to rejoin her sisters. Soon.

***

The swarm howled as their leader and mother landed heavily in the middle of the city, rearing her head up to see the devastation and smiled with her luscious fanged lips. Karen's brood had annihilated or converted every League member who arrived, leaving the city and much of the world defenseless from anything she had planned. Stalking down the streets like some six limbed lioness Power Girl plucked trees from the ground and ate them like they were celery, ripping the roof clean off of a grocery mart and shoveling produce and meats into her open maw, oblivious to the metal and plastic they were contained in.

Feeling full after gorging on what she could find Karen purred when a familiar heat coursed through her body, she was ripe for breeding again and she anxiously looked for a male to spear into her and flood her womb with seed. But what she found made the monstrous leviathan pout: she had grown so large, so powerful so quickly that all of the males in her swarm barely came to her ankle. The heat in her loins intensified making Karen shudder with need, lowering one of her claws she drove it into her gripping pussy to quench her urges, growling as it only fanned the flames hotter. With her eyes closed and her tongue lolling out her fanged mouth Karen felt she would go mad if she didn't find a suitable male.

Then it hit her...

Wide eyed and focused she looked over to her eldest sons feasting on the remains of a police officer and his patrol horse, licking her lips she snatched Leo up and looked him over, licking his entire front before shoving him towards her heaving van sized breasts. Drink! Feeling the fanged mouth clasp around the puffy leaking nipple Power Girl moaned and purred as Leo drank heavily. With each gallon of milk, the ogre sized creature began to swell and grow, the crick-crack of bones shifting and changing as he continued to drink. Grabbing hold of Karen's breast with both claws he pulled harder, drinking even more as he began to grow.

With a grunt Leo shifted as a heavy long tail started pushing its way from his spine, flicking and wagging as the bones popped and grew. His chest heaved as it grew broader, chitin forming down its front like armor and his arms nearly doubled in length and mass like a gorilla's. With her claws roaming over Leo’s back and head Karen purred when she felt her prize grow even larger, his neck growing longer like hers as the mouth nipping at her tit stretched out as his skull became bullet shaped like her own. Rolled onto her back by the growing male Karen leered at his progress, now more than half her size she could feel something heavy and long buck against her belly and lower breasts. Finished with one breast, he switched to another, then another and another. Each gulp of milk he drank made him grow larger and stronger by the second, catching up to the moaning anxious brood queen under him. By the time Leo had enough and pulled away the massive creature roared out into the smoke filled night, alerting the rest of the swarm of its presence.

Over 200 hundred feet long and covered in craggy green chitin it looked like a hideous mix of a reptile, gorilla and a grizzly bear. Hunch backed with a row of spines lining down from its neck to the bulbous mass of its tail, its head was broad and long, almost saurian except for human like lips lining the shark toothed mouth it sported, heavy talons groped at Karen's breasts and arms as he lined his bus sized cock with her drooling folds. Looming over her and snorting in arousal the alpha male Karen had helped mature looked at its matriarch with glassy reptilian eyes. Power Girl could sense it, his mind was so drowned out in testosterone and instinct that Leo had become virtually mindless. Roaring out triumphantly, the male speared into Karen's pussy, thrusting its hips in jolts before picking up speed and strength.

Grabbing hold of the building behind her head and cutting scores out of the stone and metal with her talons Karen wrapped her stout legs around the brute's waist, her ten breasts wobbling from the **** as she felt him spear deeper and harder, its ribbed surface driving her wild. She felt amazing! Like the first time she felt penetrated so long ago she finally found a male big enough and strong enough to satisfy her at last. Watching on as their mother mated with the enlarged creature the swarm of hundreds looked on as they heard the two roar in unison, sharing in climax as the truck-sized testicles began pumping their payload into her, flooding her womb... And to Karen's surprise he wasn't finished. Rolling her over again the male growled as he gripped her wide flanks and started thrusting again, pulling her tail up until it hung over his shoulder. Taken from behind Karen growled and moaned, spreading her legs wider to give him more room. She howled when she felt the brute bite down on her shoulder, not hard enough to pierce her green translucent skin but enough to clamp down and hold her there.

With another earth shattering roar, the two came together, making Power Girl's belly groan from being so filled. Slowly dismounting her the large male nuzzled against Karen's lips, the two licking each other's faces before the thing raised its saurian head up and sniffed the air, leaping up into the night sky and flying off to another part of the city.

Go get'em boy, show my sisters what you can do.

The brutish, newly-grown male landed with a glass-shattering crash behind Kori as she used her flexible tongue to scoop up fleeing civilians and suck them into her drooling mouth. She whipped her head around as his claws squeezed her flanks and his cock sawed at her pussy. He could smell her arousal from a hundred miles away, and he was single-minded in his purpose. Kori sucked in a lungful of air as she touched his mind; it was an ocean of burning lust and boiling hormones, blank and empty there was no thoughts except the need, the need for HER. He lifted her tail and speared his bus-sized erection into her. Her womanhood opened up like a flower to the throbbing member, juices gushing like a broken water main. His cock was fantastic. It seemed to have flexing ridges and segments that rippled and stroked her from the inside. It was like she was a virgin again, being taken for the first time, only so much better now that she could appreciate the primal sensations of being rutted like a beast. She instinctively lifted her hindquarters, giving her lover easier access to her squelching pussy.

HARDER, YOU ZARBNARF! Starfire screamed mentally as she rocked her hips. Their bodies collided with an earth-shaking wet thump, over and over. His cock's spines dragged across her g-spot, intensifying the exquisite pleasure. No human could match this! Kori clawed at the street, leaving divots in the concrete, her glowing mane of tendrils writhing and shuddering like a willow tree in a windstorm as she experienced an incredible rolling orgasm, like she was riding a wave of pleasure that never stopped. She felt the double cocoon between her breasts throbbing, as if it were drawing strength from her sexual energy. Yes, feed, my loves... grow strong! I will nurture you. Her pussy clenched and flexed around his cock with a strength that could pulverize granite. The beast threw his head back and roared, his balls tightening as he unleashed a torrential flood of semen into Kori's thirsty womb.

Meanwhile, Karen felt her belly swell, her metabolism spiking, body heating up as more tons of raw biomass added to her breasts and hips. Her womb overflowed as hundreds of lives quickened in her. Strangely, it wasn't as fast as it usually was... she quickly realized that her pregnancy was progressing as fast as it usually did, but her body was so massive that it could take far longer to reach full term. She smashed a hole in an office building and sent a psychic order to the male drones around her. They immediately dropped what they were doing and obeyed, leaping up into the hole and began their work, spewing thick gouts of cement-like semen to coat the floors, walls and ceiling. Karen's lips curled as she watched her children work. Soon, she assured the young growing in her, stroking her belly. Soon you shall have a nest.

What in Hades...?

Kori looked through an orgasmic fog to see Diana staring at the monster. She'd heard the commotion (as did everyone from here to Blüdhaven) and investigated. She didn't expect to see a titanic male taking Kori from behind!

Diana, it is glorious. Kori's mind burbled. I can still feel him gushing in me... The male pulled free of Kori, his cock still dripping thick ropes of sperm in a pulsing rhythm. It was slick with Kori's juices. The male snorted and chuffed, his chest barrelling out, as he saw the third of the Matriarchs. Diana licked her lips as she gazed on his throbbing erection...

Jumping down from her perch over a collapsed building Diana and the large male circled each other in the ruined city streets like a pair of predatory cats. Flaunting her claws she leered at his gigantic frame, cragged and layered with chitin armor and gnarled horns the sight made her purr, instinctively raising her tail in arousal. Looking into his mind she smiled at what she found, utter and total attraction to her, even after filling Koirand'r to the brim SHE was his world now, his testosterone flooded mind wanted nothing else then to mate and breed Diana as much as he could. She had no desire to deny him.

With a drooling snarl the male beast lost its patience and pressed up against her, rolling the massive leviathan onto her back as it tried to position itself over her. With a chuckle she wrapped her legs around his waist and rolled him over, straddling the massive brute as her four claws pinned him down. You're mine now! As soon as the male monster entered into her hungering pussy Diana's mind exploded, drowned out in both pleasure and instinct as her lover began thrusting and bucking his hips, their tails coiling together as Wonder Woman flickered in and out of consciousness. She never felt so full, not even when she first grew into the goddess she was now.

Barely aware of her surroundings Wonder Woman looked to her left to see Starfire rolling onto her back and rub her belly, her ten breasts filling to the point of dripping with rich milk as her womb filled with hundreds of new broodlings, their psychic presences were like glowing specs of dust to her new senses, all while Kori growled and moaned, filling out larger by the second. It seemed slower to the former Amazon, but that was hardly on her mind at the moment. Crying out with every thrust she leaned her head down to kiss this new creature, their tongues twisting together, exploring the depths of their jaws as the new alpha male got his advantage and rolled Diana onto her back, pulling away from her lips only briefly to nip her on the shoulder and spear into her harder. DEEPER! Reach into the limits of my core and fill me! With a bellowing roar that shook the city once again Diana went stiff as she felt him flood into her, making her belly bloat and slosh with new seed as she arched her back in multiple orgasmic bliss, swinging her head back and forth her cranial fin sheared the top floor off the building behind her.

***

Karen watched on as her swarm aided her in gutting out a skyscraper, hollowing out each floor with her claws she sent tons of debris raining down into the burning streets as dozens of her small drones entered the space and started pumping their shafts, spraying the cracked and destroyed walls with thick resin and letting it all mold into chambers. Still feeling her belly swell Karen bit her fanged lip in anticipation as she grew broader and fatter, her hips and rib cage getting larger to accommodate the latest litter gestating inside her, and it was large!

Panting as her mind flooded with hormones and a demanding instinct to birth her brood, Power Girl waited until her swarm scattered out of the new nest structure, a towering spire of resin dripping caves that made the former 50 story building look like some twisted termite mound. Bucking down Karen moaned as her belly grew larger and rounder, pushing her massive full breasts out for room as it nearly touched the ground at her taloned feet. From a distance the drones could almost see into their matriarch's belly from her green translucent skin, dozens if not hundreds of shapes fighting for space squirming and kicking as they grew fat and large inside her.

With a roar Karen's water broke, spilling out into the four lane street as she waddled up to the first chamber and straddled her crowning pussy over it. Dazed in the pleasure pain of birth Karen started filling the chamber with her young, one after another pushed out of her gripping pussy only to fall into its nest chamber with s squealing cry, the thing was as large as a cow being crammed into the new living space with its new brothers and sisters tumbling in next to it.

Filling the chamber with ten grubs Karen worked her way up the spire, pressing her pussy against the opening and pushing with all her might, a drunken look of maternal bliss crossed her bullet shaped face, her tongue hissing out before snapping back into her mouth to push out another addition to her swarm. By the time she was done and her insides healed from the labour, Power Girl swung her saurian head over her shoulder to see her handy work. Over a hundred mewling grubs cried out from their chambers angled out from the ruined sky scraper, their tentacles and stubby limbs reaching out to be fed as they shoved each other for room.

Karen raised her head up with pride, her greenish black lips curled into a smile as she looked over to the rest of the city. Gotham was hers, the Justice League was defeated and, in time, the world right along with it. Perched over the top of her nesting spire with her six claws she wrapped her thick powerful tail possessively around the structure. Now a massive 300-foot-long leviathan, Power Girl rested before she would feed her latest brood.

***

Karen moaned in ecstasy as she let her grubs feed from her. Her young were massive, each almost as big as a full grown cow at birth. These new grubs matured quickly, as if the new alpha male seed had elevated them to a new stage of evolution. The larvae fed until they were bloated, then drew themselves into a cocoon. More than half of them had already gone into the chrysalis stage, and they festooned the walls and ceiling of the hive spire.

The massive matriarch gently lifted each larva from her breasts and set them back inside their new temporary dwelling. Now where did Diana and Kori go?

She got her answer when she heard a sound from behind her. Her sisters waddled, their faces flushed, around a corner into view. Their gait was almost comical as they negotiated all six limbs around their swollen bellies and bloated, streaming breasts. Karen thought they were beautiful, their bodies glowing (more than usual, in Kori's case) with new life.

I see you met our new favorite son. Karen thought wryly. She dropped to all six and kissed each sister in turn, their lips sliding and sucking on one another, tongues twirling like sea snakes. Where is he now?

We managed to wear him out. Diana smiled. He's sleeping it off.

Yes, but an amazing lover is he! Kori thought with a purr. What did you do to him, Karen?

Karen nodded. I'll tell you later, right now I think you two need a place to spawn. It was true. Karen could sense the lives inside Diana and Kori were getting close to release and they needed a familiar place to gestate. She sent out another psychic command to the swarm and a hundred males got to work, gouging and tunneling out another pair of office buildings, filling them with resinous cum and shaping them to their new purpose. Her children were truly a marvel. They could take something that once was designed for the futile pursuit of commerce and profit and transform it into a beautiful new nest for their unborn swarm-mates. She looked around and realized that the city was completely dark. They had caused so much damage to the infrastructure that the power had been completely cut off. Her eyes were drawn to the stars above and she felt an aching need...

Her mind hearkened back to the vision of herself in her dream... Karen imagined simply reaching out and plucking the stars from the sky like ripe fruits, snuffing each one out in her bottomless hunger. She frowned when she saw a metallic speck crossing her vision, marring the view of the pristine starscape. Whatever satellite that was, it ruined her reverie. She zoomed in and her lips split into a grin.

I'll be back in a few. she thought to her sisters. I have an itch that needs scratching.

***

Karen flew upwards, filling her lungs with air. She knew the League still had that fusion cannon on the Watchtower. Decommissioned or not, it could still prove a problem. Besides, she wanted a taste of true freedom. She closed her nostrils once she'd felt she'd sucked down enough air to last her. As if sensing her motives, her body began to transform again...

The air became thin. More lungs blossomed inside her, creating a self-sustaining respiratory system that could function almost indefinitely in a vacuum. Her blood pumped harder as redundant hearts grew in her chest, feeding more oxygen to her vital organs. Water beaded on her scales as she climbed through the mesosphere. Her carapace grew glossy, hard, and pearlescent to protect her from both cosmic radiation and micro meteors. A nictitating membrane slid over her eye for the same purpose. Her quarry came into view over the horizon as she passed the terminator into daylight, pure sunlight warming her body. The Watchtower gleamed in the airless void of space, and Karen licked her lips as she soared towards it, undulating her body like a sea creature.

She slammed into the hull, digging her claws in. The skeleton crew panicking as they saw her enormous reptilian eyes staring into the windows. Karen crawled to the oblong end of the satellite and guided it into her pussy, crushing the metal with her internal muscles. Karen pulled free and began crushing the hull, compressing it down. Her heat vision melted the tortured metal while she sculpted it like soft wax. She worked her way down the length of the satellite, oblivious to the cries of the occupants. She was predator, they were prey. Their lot in life was inferior to hers, and right now she wanted pleasure. She didn't even bother blasting the few escape pods that managed to launch before she was finished. After all, where would they escape to?

Finally, her masterpiece was finished. It was a little rough, but she had crafted the metal into a curved phallic shape that gleamed in the sun. Taking hold of it she slid it inside herself, crying out silently as she pleasured her womanhood with the remains of the Watchtower. Her body twisted and writhed in the Zero-G environment, pussy juice clinging to her new toy and milk swirling out of her breasts in gleaming white droplets as she toyed with her nipples. Karen's orgasm was silent, but the intensity was clear as her body arched and stiffened, mouth open wide in a scream that would have deafened anyone nearby. She shivered as she pulled the toy free and tossed it away, watching the last vestige of the Justice League tumble end-over-end to descend into Earth’s gravity and burn up...