Chapter 5: Necrosis

Her mouth was dry...

Her lips cracked and flaked as she ran a papery tongue over them. She was numb to her bony toes bumping into rubble and stone as she shambled through the ruined streets, red dust gathering in drifts behind her. Overhead, the sky was dark with both moons hanging over the brown horizon, the night air stale and silent. Power Girl continued to drag herself through the crumbling Martian city, her sunken eyes glancing around for something, ANYTHING for her to eat. The only movement was the shifting of the rust-coloured sand in the breeze.

She was emaciated, her once healthy green skin shriveled and leathery, flaking off bit by bit with every step she took or the slow swing of her skeletal arms. Her curves were gone, her muscles thin and frayed, even the tentacles on her head and back looked wilted with several missing after having dropped off her scalp like dead leaves from off a tree. She was a shadow of her former self, so frail and thin she looked mummified, her mouth **** open for her dried out tongue to loll out, her teeth long since fallen out of her jaws from malnutrition. Looking down with stale white eyes her chest was flat, breasts nothing more than drooping folds of skin over exposed ribs. Her stomach was a tight, aching lump resting on her hips. The only thing that kept her going was sheer will and the mad hope of finding something to eat.

There was nothing left, not since she and her kind had triumphed over the green and white Martians so long ago. How long ago had the last survivors of both sides been devoured? She closed her eyes, remembering the taste of meat. A whimper escaped her lips as her stomach throbbed in pain. The lakes and rivers had been drunk dry, the wildlife was consumed, the plant life was stripped dry, and when there was nothing left alive they all turned on each other. Her species had waged a cannibalistic war with itself in a **** attempt to live out longer than each other. Now, years later, after their conquest of the rusty red planet, there was not a scrap left for anyone.

All alone, she continued to drag herself forward, her footsteps slow and plodding. Deaf, numb and nearly blind she almost didn’t notice another shape move slowly around the corner of a fallen building nearby, her pale eyes going wide at the sudden movement. Another of her kind came into view, holding itself up by the cracked wall of the ruins it hid behind. Starvation and rot had reduced the creature to a withered monstrosity, its flesh so shriveled and leathery it looked more like a green skeleton than anything else. Shambling towards her, its eyes livid with hunger, it reached out with its thin crumbling fingers, almost as if to lunge for her. Mere feet from her it gave one last step and the thing suddenly grasped at its bony chest, gasping and coughing before collapsing head first into the pavement and rubble.

She hissed weakly, moving with slow purpose, her knees snapping audibly when she fell on them to claw at the creature’s bony remains. With a strength born of starvation, she broke off one of its arms like the branch of a dead tree. She tried to gnaw on the leathery remains, **** to get anything from the carcass to keep going. She ignored the splitting of her skin, her thin fingers suffering even while digging up the corpse on the ground. The skeletal thing slowly began to dissolve, melting away into a thick tar that seeped into the dry red earth even while Karen frantically tried to scoop up what she could. She gave up, wheezing, unable to get anything nourishing from the rotten remains.

Karen snarled weakly in frustration and began to crawl away, blind, deaf and numb until minutes later she too finally collapsed, shuddered, and lay still, until her body also dissolved into black ooze and evaporated into the dead sands.

***

Power Girl awoke, her eyes fluttering, breathing in the musky scent of her home and moaning softly. Karen Starr’s apartment was dark and silent, greasy light shining through the resin-crusted window. Rising to sit up she looked down with a smile to find two of her grubs suckling from her breasts, a third crawling over her thigh to compete with its sibling for food. Looking around she found Leo and Jacky curled up close to her, Lyta was at her clawed feet, her adult daughter rolling onto her side biting her lip in her sleep while four of the younger grubs fought for space nursing from her. Sitting up with a smile Karen let the full grubs detach from her, their upset cries dwindling after they fell asleep then lifted the third to nurse from her.

Pulling the ones off her daughter free she set them near the other sleeping broodlings and moved the hungrier ones to get their turns from her daughter’s breasts, chuckling when she watched the other woman arch her back at the sensation in her sleep. Once all the young ones were full and rested Power Girl separated herself from her ‘family’ and stretched out in the break of sunlight from the window. She felt so wonderful. So natural. So PRIMAL. Letting go and embracing her new self gave her a clarity of purpose she hadn't had since she became a superhero, and it felt so much more fulfilling. She didn’t care about her company anymore, her career with the Justice League or even her former identity. Her priorities had been simplified now, all she wanted to do was eat, mate and multiply… And she so wanted to multiply.

Looking down at her body, she appreciated how much the over eating and multiple pregnancies had done to her figure. She wasn’t soft, or zaftig, or even “big boned” anymore, she was a giantess! Looking behind her she felt up the shelf of her meaty rear, her broad hips now over 2 feet wide and her thighs thick with corded muscle and bulk. Letting her clawed hands roam over her backside Power Girl hissed, her palms moving around the wide curves of her rump and down her legs before travelling up to explore the softness of her stomach. Her abs were gone, hidden under green scaled padding that yielded to her fingers. Her breasts were enormous, almost as big as her own head, her nipples thick like corks and dripping milk constantly. But not only was she bigger but taller to boot, the days before she bumped her head on what used to be the doorframe to the bathroom, if she had to guess now she was less than 7 feet tall. Breathing in again the robust smell filled her nostrils, making her large nude frame shiver at the smell of her home. She eventually admitted to herself to call it a nest, after all it certainly wasn’t an apartment anymore.

Even in the dark, her eyes could see what her children had done to her home. The walls separating her bedroom, kitchen, living room and bathroom had been torn down, the wood and plaster ruined to splinters and dust under a thick layer of resin that coated over the walls, floors and even the ceiling. The kitchen was practically destroyed, the refrigerator ripped open and empty, battered to a crumpled hulk along with the oven, and their shapes could still could be made out under the blanket of cum resin that coated them like a layer of hard grease.

Where the bathroom used to be the sink and toilet were pulverised, the corner still wet even after the piping was clogged over with hardened male fluids. The glass from the mirror and shower stall were broken and littered under the pools of water and cum, the shower head still dripping water despite having little brown stalactites of resin hanging from its brass pipe. She gave a chuckle when she looked over to where her bedroom once was. Along with the couch, chair and coffee table from the living room gone her bed and dresser where gone as well. Using her X-ray vision, she found splintered wood and strands of fabric buried under hardened pools of brown resin. It seemed that when there was no more food available her children had resorted to actually EATING her cloths and furniture, using the acquired mass to turn her home into the den she stood in now. It actually gave her pause to wonder, if they could eat things that were remotely organic could she do the same…

Stepping over to where her wardrobe once stood she bent down to her knees and began feeling out the leathery surface for something bulging out through the caked material. Easily tearing it off Karen smiled a toothy grin when she found her chest full of winter cloths. Prying open the lid and tossing it behind her she dug through it to find a cocktail dress she wore during a party last year.

“Ah… Fond memories.” Licking her lips, she pulled it tight and bit into it, tearing the fabric and chewing on it before swallowing. There wasn’t much of a flavour but it did fill her up and right now she was too hungry to care, her stomach growling now that there was something she could eat. Digging in she tore her dress to shreds, stuffing it all into her mouth and chewing up the fabric with her rows of teeth, reaching back inside she found spare socks and underwear, shoving them into her mouth and tearing them to shreds. Bit by bit she ate away at her former identity, devouring fabric, cloth and leather until the chest was tossed aside next to its lid, crumpled and empty. Licking her fingers and standing up to her full height Power Girl moved to where the shower head still hung from the wall, prying the face of it off like it was tin foil. With gouts of water spraying out Karen pried the pipe down towards her mouth and drank. When she finally had her fill 2 gallons later she squeezed the pipe shut with her fingers.

With her hands at her broad hips Power Girl breathed in the musky air of her den, the smell of sex and hormones making her shiver once again, her nipples turning stiff. “So full… I’m practically gushing.” Hefting her heavy orbs she massaged and tweaked her stiff nipples, gasping when milk spurted out in front of her. With her hands roaming lower her clawed fingers traced the slit of her pussy and drove themselves inside her, making her juices trickle down her inner thighs. Lolling open her mouth her tongue slithered out and licked between her deep cleavage while her free hand continued its ministration of her tits. Growling with lust Karen gurgled and fell to her knees, still shoving her fingers through her pussy and clenching her inner muscles.

A cracking sound from the far corner of the den caught her attention, and she saw the cocoon Terra was in had developed a split, the form inside beginning to rouse. With a great deal of effort Karen suppressed her form, returning to the human-like flesh shape she wore before and got back to her feet. She was beginning to find her old body tiresome and confining no matter how powerful and attractive she felt it was, but she knew Atlee would be confused and scared when she emerged and Karen didn't want to stress her.

Atlee fell, coughing and spluttering, from the split husk of the cocoon into Karen's arms, wiping a glob of slime out of her friend's eyes as Terra began to breathe normally. "Wakey wakey, eggs and bakey," Karen cooed. Terra looked up at her, blinking her now-golden, reptilian eyes and observing her surroundings. Her time in the cocoon had developed her body greatly, she'd gone from a petite girl to a statuesque woman, growing a head in height and filling out to have the proportions of Karen's former body. Her chitinous skin glistened with the fluids inside her chrysalis and her snake-like hair coiled slowly, sleepily, like it was numb with confusion.

"Karen?" she gasped wetly. "What's going on? Last thing I remember was coming here, and then you... put your boob in my mouth." She blinked. "Was that milk? I thought you could only make milk if you had a baby."

"Actually, yeah," Karen smiled, letting the now adult Atlee stand on her own feet, helping her friend keep her balance while adjusting to her new body. "Did you want some more? I bet you're hungry, Atlee."

The young Stratan's eyes lit up when Karen lifted her teat to Atlee's mouth, with rivulets of creamy white trickling down the curve of her breast. Instantly Atlee clasped her green lips around the leaking nub presented to her. Arching her back Karen gave her room to drink, sighing and cooing from the feeling of the girl suckling from her. “Mmm, yes that’s it, drink, drink your fill…” Feeling the girl wrap her arms around her Power Girl did the same, her hands roaming down the smaller woman’s back to feel up her row of spines before cupping and squeezing Atlee’s rear, hearing the girl gasp and bite down softly on the nipple she drank from. Bringing her hands up to cradle Atlee’s head Karen looked down at her friend with a maternal smile before the two separated. The former heroine Terra wiped her mouth clean and stared at her arms, now translucent and chitinous, with barbs running down the edge and claws tipping her fingers.

"Oh wow, what happened?" Atlee gasped. "I'm a... what am I?"

"You're one of us now," Karen smiled and relaxed into her new form, weak pink flesh giving way to glossy carapace, blonde hair becoming writhing tendrils and blue eyes becoming golden slits. "And I want to welcome you to the family." Leaning forward she caught Terra off guard when she kissed the woman deeply, her tongue driving into Atlee’s mouth and swirling around her own. Pulling away quickly Karen licked her lips, managing to taste her own milk off of her friend’s tongue, even smiling that Atlee leaned back forward as if to catch her lips again. “Come, let me show you the others.”

She brought Atlee over to the group of sleeping forms at the center of her nest, all of them curled up like snakes tangled up with each other. “Oh wow, who are they?” Pointed Atlee towards the three adults sleeping around the seven grubs, her head nuzzling against Power Girl’s shoulder and breast affectionately. “Well that one is Lyta my daughter, my first. Those two are Leo and Jacky, I bore them a few days later, they’re twins.” Looking over to Atlee Karen smirked watching the young woman’s nipples go erect at the sight of her two sons sleeping forms. “Wait… days? They’re that young? But what about these little things?” Following Terra’s pointing finger Karen chuckled. “THOSE are new, I bore them last night and the yesterday.”

“Wow really?” Looking to her friend she could tell Atlee was being effected by the scent of the nest, her eyes fluttering and nostrils flaring. “S-so, what are their names?”

Power Girl shrugged, her breasts bouncing from the motion. “Who cares?”

Nodding drunkenly Atlee’s attention went back to Leo and Jacky, her eyes glued to their solid forms and waving tentacles, unconsciously her clawed hand roamed over Jacky’s thigh until he rolled over, exposing his growing arousal even in his sleep. Reaching out Karen gently stroked her clawed fingers along the length of his bestial cock, coaxing it to full hardness as he slept. She gripped the thick shaft and aimed it towards Atlee's face, a clear droplet of precum beading at the tip. “You want him, don’t you?” Terra's nostrils flared, finding the smell alluring. It was so musky and masculine and she wanted it inside her. NOW!

Instinctively, she took the shaft into her mouth, swirling her tongue around the length, sucking at it like the popsicles she and Karen would share on hot days. The male groaned and shifted, giving Terra a better angle to suck on him. He stiffened with a grunt, and his cock twitched, gushing spurts of thick cream into her mouth. The flavour was intoxicating, and Atlee gulped it down with zeal, greedily sucking at the throbbing organ like a straw. Like a proud mother she watched Atlee suck off Jacky, tracing a clawed finger around her neck and cleavage while enjoying the show, until a beeping sound distracted Karen and she glared at her discarded costume. "What now," she snarled, picking up her communicator.

"Power Girl, this is J'onn," the voice intoned casually. "We need you to come to the Hall of Justice immediately. There was an incident last night." Her stomach flip-flopped.

"I'll be right there," she said. She was beginning to hate that Martian with his aloof attitude and probing mind. Reluctantly, Karen **** herself back into human shape and began pulling on her costume.

"Where are you going?" Atlee chirped curiously. She found she could get the cock in her hands to harden up again with a few strokes, and was busily pumping it back to full erection. The male was beginning to awaken groggily.

"I've got... something to take care of, Atlee," Karen grunted as she squeezed into her suit. "The others will make you feel welcome. If you're not sure about something, then just do what feels natural." She smiled before soaring out the window, flying at supersonic speed towards the hall.

***

Power Girl landed just outside the doors of the Hall of Justice and smirked. She strode inside and made her way down to the meeting room. As she walked, everyone stopped and stared at her, whispering quietly about her figure. In the course of two weeks Power Girl had gone from a statuesque six feet to a now towering seven foot three, her hips were as wide as a car tire with a rear that shimmied with every deliberate step, her costume was so tight it was pulled into a thong. Thick arms and long stout legs framed the plus sized woman while she stormed through the halls, her J cup breasts wobbling even under the straining confines of her white one-piece suit. The fabric looked like it would burst open at the cleavage window if she so much as held her breath.

But they weren't the only ones staring, Everywhere Karen looked she eyed up her former allies like a wolf sizing up potential prey, her nostrils flaring just as she entered the conference room and locking the door behind her. Changing her demeanor, she looked over to the table to find J'onn J'onzz sitting alone at the far end, a file nearby as he went over it page by page. "You needed me, J'onn?”

Looking up, the green skinned Martian gave her an expressionless glance before gesturing for her to sit. "Our communications from last night indicate Starfire had run into three unusual creatures, the damage to the street was extensive, enough so that even SHE couldn't handle it." Pressing a button at the table a holographic display of an audio file played, replaying the message Koriand'r sent to Power girl that very night. "We've lost contact with her. She hasn't answered her communicator, and I was hoping you could give answers as to last night."

"J'onn... Haven't you been curious of my growing...Femininity?" Standing up from her chair with an audible creak, she leaned forward to push out her chest, tracing a blue gloved finger down her abyssal cleavage to show it off. Non-plussed, the Martian Man Hunter looked her in the eyes, finding a strange predatory gleam in Karen's stare. "Let me tell you what happened yesterday night-- No! Let me tell you about two weeks ago. When that shuttle exploded, I got splashed with that black slime and I passed out." Wide eyed with shock, showing emotion at last J'onn sat stunned. "When I woke up I was starving and hornier than a bunny rabbit..." Getting up from her seat she moved faster than the Martian could react and pinned him to his chair. "Then THIS happened!"

Letting her appearance slip she reverted to her alien form, her skin turning green and scaly while her hair grew into a nest of snapping tentacles, the hands she gripped around J'onn's wrists grew sharp claws just as her eyes turned yellow and slitted, with gnarled horns sprouting from the sides of her head.

"Power Girl... You've been infected!"

“Hardly,” she snarled, bearing rows of razor sharp teeth as three of her tendrils punctured the chair she pinned him in. "Your people stopped my kind on Mars, but now they have a new host, ME!" Slithering out of her cleavage window a pair of tentacles from her breasts snapped out and wrapped themselves around Jonn’s neck.

"Karen, you must listen to me! This isn't you. You have to fight it as best you can before any more damage is done!" Desperately pleading with the formerly blonde heroine even while she stared daggers into his eyes and tightened her hold around his neck J'onn continued. "The war with that species devastated Mars alone, but you... with your endurance, not even the vacuum of space can stop you! The entire galaxy is in danger if you don't end it here, now! Please, we can find a way to cure you."

Blinking rapidly and looking pensive Karen's grip loosened, backing away the tentacles around the Man hunter’s neck loosened and slithered back through the cleavage window they came out of, just before she smiled darkly at the Martian and her eyes went from a reptilian yellow to a glowing red. "I like that plan, J'onn, nice of you to think of it for me."

Unprepared for what came next J'onn gasped as Power Girl's heat vision struck him dead in the forehead, burning a pair of holes into his skull as his sudden pleas for sanity turned to mindless drooling. Karen stood up and smirked at the lobotomized Martian, his body going limp but still alive, twin holes still smoldering.

"I must say, J'onn, I never considered how... Healthy you were until now." Leaning down, she extended her long tongue to lick the entire side of his alien face before looking down at his waist. She peeled off his trunks and licked her lips at his male organ before looking back at his empty eyes. "Don't worry, I have a trick to get you hard." She extended some of the tentacles from her scalp around his waist and slid them into his anus, massaging his prostate.

Karen pried the crotch of her costume to one side, straddled his now-hard cock and pulled him in. The room was sound proof, its doors heavy and solid, keeping anyone outside the halls from hearing what was going on inside. If they could hear it they would have shivered at Power Girl's ecstatic screams as she used J'onn's prone body to get off. Combing her claws through her writhing hair, Karen grunted and moaned as she rocked back and forth over his bruised body, finally triggering his release and drained him for every drop he could give her. She shuddered and laughed as she savoured the warm liquid rush as the last of it dribbled out of her.

Dipping her finger down to taste his cum, Power Girl smiled and pulled away, adjusting her costume back into place and looking the broken man over. "You taste lovely J'onn... It's a shame you're the only one left."

She leaned over as if to kiss him tenderly on his scorched forehead. Instead, Karen opened her mouth wide, her many rows of teeth glinting as she stretched her maw wider, unhinging her jaws like a snake. The last image in J'onn's shattered mind was her abyssal gullet as she pulled him inside. By the time she was done not even blood stained the carpet floor.

***

Power Girl briskly made her way out of the meeting room of the Hall of Justice, licking her lips as she heard one of the younger heroes nearby whisper, wondering if she had put on weight since last they saw her. She exited the double doors and flew out of sight, soaring at the speed of a fighter jet straight to her lair, her nest. Arriving inside she looked over to find her children awake. Her daughter was tending to the brood while Atlee got more acquainted with her sons, sucking them both off at once as she made them grunt and growl in her ministrations.

Looking down at herself Power Girl looked wistful as she grabbed both ends of her cleavage window and ripped it wide open, tearing her costume off her massive curvaceous form. Pulling off her gloves, boots and cape she bundled the mass of ruined material and bit into it, chewing into the Kryptonian leather and cloth until nothing was left. She had done it, it took her kind thousands of years to finish it, but she had finally killed the last Martian. Now she was free to grow and spread, to repeat the same experience her species had back on Mars.

Warmth built in her navel. Karen knew what was coming, Jonn’s seed had taken root and already her latest litter were gestating rapidly. Moving to the center of her nest Power Girl combed her clawed fingers through her tendrils, rolling her hips sensually while they grew wider. Cupping the under curve of her breasts she felt them fill up with milk, her nipples becoming thick and erect until they were the size of thumbs. The last few times she were pregnant she rode out the hormonal pleasure, tried to fight it. Now she wanted to savour every intoxicating moment. Slapping her fat ass she widened her stance and put on a show for the others watching, swaying her large dripping breasts and rolling her meaty rear hypnotically.

Her belly already swollen to gravid roundness as it grew larger and larger, weeks of gestation passing in seconds. She held nothing back when a jolt of pleasure rushed up her spine, moaning and howling out loud, not even caring if the apartments down the street could hear her. By now her belly had become almost spherical, her belly button popped out and stretched wide until it was gone. Her translucent skin showed the growing forms of five grubs squirming away in her womb, almost fighting for more space to grow. Any sense of shame or dignity was gone now, if she were out in public or in front of her former friends doing this she would no longer have cared.

Driving a pair of clawed fingers into her drooling pussy Karen gurgled, losing herself to the instincts and pleasure. **** to stand bowlegged her womb hung heavily from her until at the last moment her water broke, spraying fluid behind and below her while she moaned out in orgasm. Collapsing to her hands and knees Karen hissed and snarled, the pleasure immediately turning to pain, but she didn’t care. Gritting her fanged teeth, she pushed hard, her now wider hips making birth almost easy when the first of her brood practically slipped out of her in one go.

The second and third came just as quickly, plopping down between her outstretched legs and crying on the resin coated floor. With a throaty moan that made her family shiver her fifth and final grub slipped out, crying with its brothers under her knees. Panting and squirming her rear Power Girl chuckled to herself, a sense of accomplishment flowing into her when her insides healed rapidly. But then she gasped when she felt something sharp and solid pierce into her pussy, thrusting hard while clawed hands gripped her ass. Looking over her shoulder she found Leo rutting into her, practically frothing at the mouth while he plunged into her. His feet spread wide so as not to step on his newborn brothers underneath. Closing her eyes Karen moaned and gasped, just when another barbed cock was shoved into her open mouth. Spit roasted by her two sons Power Girl could feel their swollen testicles slap against her thighs and chin, arching her back to another wave of mind blowing orgasms crashing through her Karen tightened her vaginal grip on Leo while a clawed hand squeezed Jacky’s ass possessively and pulled him in closer, her tongue slithering around his length and escaping her stretched lips to flicker at his orange sized balls.

With a shared lion-like roar, Leo and Jacky erupted into their mother’s mouth and womb, flooding her insides with their seed until her belly curved out again, a deluge spilling out of her pussy to drip on her quints still crying on the floor. Then it happened again! The same heat growing from her navel let Karen know Leo’s seed had taken root. Pulling out sharply Power Girl grunted in protest, even hissing when Jacky slipped his erection out of her mouth. Panting and moaning even while her belly swelled larger her mind was drunk with hormonal pleasure, unable to form thoughts or words. Stepping out of the way Leo snarled at his brother before he too took his place behind Karen and mounted her, roaring out his conquest even while he bucked and thrust hard into her. Howling out, Power girl began to slip, the creature she had become now fully in control. Karen Starr was no more, her memories and thoughts dissolving under a tide of animal instinct and need. When Jacky had his second orgasm the she-creature he mated with reared out and screamed, her massive breasts spraying milk over the resin coated floor while her five new gestating grubs swam in their brother’s seed.

With too much pressure inside Jacky was **** to pull out and watch when his mother’s water broke a second time, her pussy dilating when a tentacle covered head crowned and pushed free. Grunting and growling, she went into labour again, the bundle of grubs now numbering six, then seven, then eight. When her tenth and final grub popped free, she slumped down on her side, breathing through flared nostrils and flickering eyes. She had been reduced to a mindless female animal, feral and wild. No thoughts or feelings just the drive to mate and…

“That’s enough…” slowly picking herself up, Power Girl slowed her breathing, combing her sea of tentacles out of her cum stained face to look at the dectuplets crying on the floor. She didn’t want to become mindless, to become a dumb animal like the others long before her. THAT’S what killed them! She wanted to be aware, to think, to feel, to experience everything she was going through in full detail. Sitting up she crouched over to her brood and picked them up one by one to her gushing breasts, their cries being silenced one by one while she fed them. If her spawn were to survive then she was going to have to plan, to be cunning, to lead them.

Looking to the four other adults in her brood Karen smiled, her fangs gleaming when her focus turned to Lyta and Atlee. Their eyes were wide with wonder at the sight of her. “What are you two standing there for? Your brothers and sisters are hungry!”