Chapter 7: Hyperplasia

Batwoman jumped from rooftop to rooftop, having just left Terra's apartment through the window minutes ago. The young heroine had disappeared days ago and Kate Kane decided to look into things herself. From what she could find there was no struggle or break-in at her home, everything the teenager owned was still in its place. Thankfully the local police and morgue hadn’t reported the body of a dead teenager… At least none bearing Atlee’s description, but that just leaves the fact that the Stratan girl simply disappeared without a trace. Looking up at the moon while it came into view, revealing itself from the clouds Batwoman huffed in confusion, her arms crossed and her red boot tapping on the gravel of the roof she stood over. With the girl’s home a bust she planned on going to the earth-mover’s local hot spots to see if there was any evidence of her being there, maybe even get a clue to who took her and why. Turning around and looking down the twenty or so story height Kate frowned at the current state of affairs. Lately a lot of heroes have been strangely disappearing; Wonder Woman had gone on hiatus a week ago and so far no one had heard from her or why she left, no one's seen Martian Manhunter since yesterday, and Starfire had vanished without a trace after she called in that attack on the deli on the other side of town. Now Terra was missing...

Power Girl must have been worried sick.

"Heh... Those two were really close, I wonder how she's taking the news that Atlee is missing." Mulling the idea over in her head Batwoman came to a decision and jumped off, using a cable launcher to swing over to the next block and change her route. She was going to investigate the strange murders in the red district, but Karen Starr still needed to know her friend was missing. After half an hour of running and jumping off rooftops Kane made her way to the top of the apartment Karen Star called home, crawling down the brick wall of the apartment building she knelt over the window to Power Girl’s room. Looking through the single window on the top floor apartment she found the place dark, so much so she couldn't even make anything out. Narrowing her eyes, she knocked on the windowsill, hoping that her super hearing could make it out so no one else would wake up.

"Karen? It's me Kate, I thought you should know but... Atlee disappeared a few days ago, the League's been searching for her but there's no trace of where she went, if you want to talk just let me in..." Waiting only a few seconds Kate smiled when she heard the latch to the double window open, just before a clawed hand grabbed her by the scruff of her costume and pulled her inside. Landing roughly Batwoman still couldn't see but she could make out large shapes surrounding her from all sides, and the SMELL! It was like she was in a two-dollar brothel, the stench of cum and sweat was everywhere before she felt a pair of strong hands grab onto her wrists and pin her down.

"Don't worry Kate, she didn't get far... And neither will you."

Gasping to call out Batwoman's cry was cut short when something fat and soft was shoved into her mouth, a splash of warm liquid filled her mouth and **** her to swallow just so she could breathe. By the time it pulled away and she was left coughing and panting for air Batwoman tried to scream again but was overcome with nausea and dizziness, just before her flesh betrayed her and sprouted dozens of tentacles, tearing their way through her costume and cape and latching her onto the ceiling, enveloping her into a cocoon.

***

The next day…

Hanging up on the resin coated ceiling, Kate Kane’s chrysalis ripped open when a green clawed hand tore itself free, splitting wide open a heavy form fell coughing up amniotic fluid and coated with gooey birth-slime. Slowly getting up off the leathery surface of the ground Batwoman wiped away her face, breathing heavily now that the coughing subsided. She felt strange, like her body was the wrong shape. Looking down at her hands her eyes went wide, instead of red gloves her hands and arms were bare, but instead of soft pink skin her arms were green and translucent, she could actually see THROUGH her arms and stare at the veins and bones underneath, and yet despite the newly hard surface of her flesh it was still yielding and flexible. Her fingers no longer had delicately filed nails but dark predatory claws. Blinking and near panic Kate Kane looked around and found that she could now see everything clearly, despite the lack of light except for what was cutting through the single window at the far wall. Blinking again, she gasped. "Oh... my god."

The room she was in was massive, easily the size of what the apartment should be but lacking the walls of any of the rooms present, almost like it was all gutted out. It was all alien to her, resembling some underground den or lair, looking around the walls were coated in a milky yellow resin that smoothed the corners and filled the air with a familiar tang that tickled the back of her throat, up on the ceiling next to her drying cocoon were the husks of other cocoons that had dried up and withered like dead leaves up on the ceiling, while others that had yet to open throbbed and flexed like hanging organs. All around her nightmarish humanoid creatures took up space in this lair she found herself in. Like hybrids of insects, reptiles and squids they stood over six feet tall hunched forward, hulking with muscle and a heavy paunch like a bear or male gorilla, and with the foot-long phalluses and orange sized testicles hanging between their legs she had no doubt they were definitely male! Their skin was dark green and translucent, covered in thick armored chitin and spikes that ran down their forearms and backs. A sea of tentacles branches out from their scalps like hair, slithering and coiling behind them with minds of their own.

She could make out eight of them in the dark, two of the larger ones slept with their backs against the walls while the rest of them slept gathered at the far corner, every now and then their yellow reptilian eyes looked back at her hungrily before going back to attending to what they were busy doing. Getting up to her feet ready to escape or fight she quickly regretted it and slowly fell back to her knees, vertigo wracking through her head and making her too dizzy to even look forward.

"What the hell? What is this place?"

"Oh, hello," she heard a female voice. "How are you feeling?" Looking up and refocusing her vision a woman came into view. Like the others her skin was green and chitinous, with rows of spines lining up her arms and ankles. But unlike the others she was tall and voluptuous, with heavy breasts and wide hips that would have looked more at home on the body of a porn queen with fake tits. Another woman, somehow taller and bustier than the first, joined her. Both of them were naked, their reptilian skin glistened in the dark like they were covered in sweat... or vaseline. They smiled at her, and Kate suddenly recognized the voice of the short one.

"T-Terra!?"

"Hi, you must be Batwoman," Terra said, crouching down to look at the confused heroine eye to eye. "Sorry about disappearing. You must feel kinda strange right now, I felt the same way…”

The green she creature had Terra’s voice and demeanor but her body was dramatically different, had she still looked human she would have looked 10 years older, her figure full and curvaceous. Instead of soft pink skin and cropped black hair she had translucent green skin and slithering tentacles long enough to tickle her shoulders. The other next to her Kate didn’t recognize but compared to Terra she was an amazon! Standing well over six feet in height before crouching her curves were even larger, with tentacles coiling from her scalp and a hungry look in her slit eyes like a hungry wolf or snake. Looking back to Terra she found the same look in her yellow eyes, a long tongue licking her pert lips like a cat.

“Well, here, let Lyta and I help with that..."

Before Kate could protest, Terra descended on her, hungrily kissing her lips and pushing her down gently onto the leathery surface of the floor. Caught off guard Kate could feel the girl slither her tongue into her mouth and feeling up her breasts with her clawed hands. Instinctively gripping the young woman’s sides her first thought was to shove the she-creature off of her, yet she found herself swooning under the aggressive kisses and began doing the same, her own tongue coiling around the intruder tasting the roof of her mouth. As they made out a growing heat filled up Batwoman’s stomach, making her heart boom in her chest and drawing out a sense of lust Kate never realized she was feeling. She gasped when Terra's fingers fondled her breasts, tugging on the nipples and coaxing out hissing moans from her. "Hey, let me have some," Lyta purred, joining the two. "I want to taste her, too." She pulled Kate into a steamy French kiss while Terra focused on her breasts, licking around her cleavage and under her bust. Kate felt so strange, her hair was heavier than usual and she could feel it brushing her shoulders in ways she knew it shouldn't. Her pussy ached, yearning for something hard and... She pushed down the thought, struggling to hold on to her senses despite the expert ministrations of the two, her willpower shattered when Lyta's fingers slipped between her legs and began to toy with her slippery lips and throbbing clit.

"Enough, girls," a voice commanded. It seemed familiar, but the sound resonated through Kate, making her pause, like the will behind it was influencing her on some psychic level. "Bring her to me."

The two ladies helped Kate up, and she groaned in frustration, her body singing with arousal like a tuning fork. Slowly and gently moved to where the others were gathered her eyes widened in shock when she beheld the speaker. A massive creature like the two females that held her up, HER build was that of a fertility idol: full round hips twice as wide as any human woman and breasts the size of basket balls, their mass was supported on a soft belly that gave the impression of pregnancy. Her body was thick and powerful-looking with muscles obscured by fat like a sumo wrestler, but it seemed to only enhance her aura of sensuality. She sat, legs akimbo, her pussy on display, with rivulets of milk trickling down the slopes of her breasts. Her tendril-like hair waving gently as if rustling in a breeze.

"Aren't you happy to see me, Kate? You were certainly helpful the last time we saw each other... Of course I was much smaller than I am now," The massive female smiled and Kate's eyes widened even further, her mouth agape. This gorgeous creature was Karen Starr! Let go by the two holding her she fell against Karen's body, her legs giving out. Her hands sank into the pillowy flesh of Karen's breasts and was rewarded with a gush of milk that splashed her face and body. Licking her lips Kate relished the taste as Karen's strong arms held her. She was pulled into another kiss, this time it was overwhelming and passionate, threatening to make her orgasm from the slick tongue plundering her mouth alone. Kate hated herself for feeling so weak. She didn't know why she wasn't fighting back or trying to escape... but this was the perfect prison: her mind had become hypersensitive to every caress and touch, with waves of pleasure bombarding her psyche in an endless feast of feminine flesh, no matter how alien it was. She was so overwhelmed she couldn't resist, moaning as Karen pushed her down, past the slope of her belly, until her face was level with the Kryptonian's steaming pussy.

It was a delectable sight, the meaty lips and pearly clit beckoning her, liquid glistening all over the delicate green flesh, the scent setting off some primal instinct in Kate. With a **** sob, she buried her face in Karen's pussy, licking, sucking, and nibbling the larger woman's womanhood with all her heart and soul. Alien or not, Karen was still a woman, and with a manic desperation like that of a starved junky Kate brought her to a satisfying orgasm within minutes. She felt Karen's body shudder and spurt a shower of fragrant juices on her lips and chin before she was lifted up again, being held delicately at either side of her face in both hands and brought towards Power Girl’s lips for a kiss. Oddly though Karen's mouth was closed, Kate soon learned why when their lips met and a gush of creamy, thick liquid flowed into her mouth. She was surprised at first, but the flavour was amazing, so sensuous and musky, like sex in its most fluid form. She gulped it down and sucked Karen's tongue and lips like a hungry calf, wanting more of that taste.

"What… What was that?" Kate sighed, licking her lips.

"You just had your first taste of male essence," Karen smiled. "Welcome to the family, Kate."

Kate Kane leaned back in surprise, blinking rapidly and savored the sweet flavor, a voice in her head told her to spit it all out but by then she had swallowed it all down to the last drop. "If you want more Kate don't be afraid to take some from the source, my sons are VERY potent." Getting up from the floor Kate looked up and gasped, Power Girl had to have been eight feet tall and if she had to guess her curvaceous bulk was almost 500 pounds! "Here, let me show you."

Hissing at a lone male as it stood by the far wall, pumping its erection with a frustrated look in its reptilian eyes, it didn't refuse Karen's call and it came to her side, spear-like erection bobbing as Power Girl grabbed hold of it and licked the tip. Getting a better look at the creature it looked tall and powerful like a bear standing up on its hind legs. Arched forward like a cave man its limbs were thick and muscular yet a small paunch formed at its stomach, between its arched legs Kate's eyes widened at the foot-long thing bobbing at its waist, with orange sized testicles that looked tight and swollen. Despite its size it was dwarfed by Karen's great bulk, who gently pushed him down on his back and crawled over him. Batwoman watched on as Karen began sucking him off, using her long slithering tongue to wrap around its length and sucked all the way to the hilt and back, letting the tip go with a pop of her lips.

"Join me."

Kate's breath hitched as the offer sounded more like a command than a suggestion in her mind, blinking in hesitation she fell to her knees again, forcing her to crawl on all fours towards the two until she was shoulder to shoulder with Karen over the creature. Pulled into another passionate kiss Batwoman felt she was being devoured by the large woman, moaning into the kiss while a strong arm wrapped around her waist and squeezed her rear possessively before Karen pulled away and aimed the throbbing green erection towards her face. "Suck." Staring down the length of the thing Kate blinked in hesitation before Karen's hand slowly moved down to finger away at Bat Woman's wet pussy, making her squirm and whimper. "He's already at the brink Kate, suck him off, now!" Unable to take the ministrations or the heady scent in front of her Kate grabbed hold of the hot erection and wrapped her green lips around it. Closing her eyes, she moaned around the large thing while her tongue swirled over its sharp tip, going on for almost a minute before her eyes shot open and the thing began to throb in her clawed hands. Caught off guard Kate Kane heard the creature growl just as her mouth was flooded with hot cum, thick like cake patter yet buttery sweet. Ensnared by hormones and a powerful need to swallow in order to breath she gulped again and again. Drinking in as much of the stuff as she could before the torrent died out into a trickle and she released the softening member with a cough, some still dripping from her lip when she rolled back onto her rear.

Sitting up Karen looked at the smaller female with a warm smile as she watched Kate gasp and swoon, her eyes fluttering at the flavors and scents still rushing through her. Leaning forward Power Girl used her clawed finger to wipe the woman's mouth clean before bringing the excess to her own lips. "You can't let this stuff linger Kate, it hardens like cement." Nodding mindlessly Batwoman fell to her side, moaning as she rubbed a claw over her stomach, full and distended from her 'meal'. Having gone through quite a shock Kate fell asleep, her tentacle hair swaying behind her like sea kelp.

"Sleep as much as you like girl, you'll need your energy if you're going to be a part of my brood."

***

The following night Kate awoke fitfully and stretched, feeling hungry again despite feeling revulsion at what her ‘meal’ was. Looking over to the window, its edges caked over with the same resin that coated the walls, floor and ceiling Kate wondered why she wasn’t trying to escape, to jump out and run to the League, ANYONE to help her and stop what was happening. Instead she found herself compelled to stay, a will that wasn’t her own keeping her from making that very choice. Biting her lip, she winced when her sharp teeth actually broke skin only to be surprised when she felt the cut in her mouth heal almost instantly. Rubbing her growling stomach, she felt the smooth carapace of her skin, still wincing at the changes. “Monster… I’m a monster…” Getting up slowly she looked down to get a better look at herself, letting her hands roam over what was changed… And what was new.

Her hardened flesh looked like the surface of a green tinted liquor bottle, allowing her to see every vein, muscle and bone in her body. Tracing her fingers through her hair, her tentacles slithered and coiled around each finger tip, reacting to the smooth sensation of touch. Looking down she found to her long list of surprises that her bust seemed to have expanded a bit, so had her hips. Her clothes were gone she knew that well enough and yet there wasn’t a shred of shame or embarrassment in knowing that either, it actually felt natural to her. Giving her larger bust a feel she gasped at their sensitivity, quickly letting them go and letting her hands roam down to her stomach and naval, just when it growled again to remind her she was hungry.

Looking around the den she found a male laying on his back and masturbating, his meaty fist pumping his thick, barbed shaft. Frowning at the option the same will that was keeping her from leaving was steering her towards the prone creature, eyeing the precum flick and drip from the barbed, bestial cockhead. "Here," she hissed, grasping his hand. "Allow me." Kate took control, wrapping her lips around the hot, slippery erection, and began bobbing her head back and forth, slithering her tongue out to lap at the length of his shaft. She found she could extend her tongue far beyond the limits of any human's, letting it coil around the male's cock like a wet eel. Her claws fondled the male's churning balls, and could almost feel the sperm eager to spurt. Within a minute of her coaxing he roared and stiffened, his cock pulsing into Kate's mouth in a torrent of thick fluids. Hating herself she moaned gulping the rush of thick semen down, finding herself savouring the musky taste and the buttery texture. It felt like she was sucking every drop of sperm in his body out, but she knew he had so much more. The torrent slowed to a trickle and she lapped the last few drops from the tip, like she was squeezing the last of the toothpaste out of a tube.

"Enjoying your breakfast?" she heard Lyta's voice call out, seeing her and Atlee in their true alien forms, each climbing on top of a male laying on the ground. Fascinated, she watched Terra and Lyta mount them. Their pussies eagerly accepting the thick erections and going into a rhythm slurping the barbed spires penetrating them. Her own vaginal muscles ached watching the two hump their mates, hips rolling and bouncing on the shafts slick with their juices. Underneath the two monster women the male creatures grasped at their hips, fingers gripping tightly to keep the two from slipping off.

"Do… Do you wanna… Try?" Terra grunted as she saw Kate staring, her eyes glazing over with arousal. "C'mere."

Kate approached, uncertain about this. She was gay. Mens held no interest for her... or did they? Some urge on a deep, primitive level yearned for the feel of a thick, masculine cock filling her womb and fulfilling her purpose: to breed. She'd already tasted sperm... was it such a leap to take one in her pussy? After all, that's what they were for... right?

Terra groaned as she pulled herself off the male's cock and guided Kate to it. “Hey! What gives?” The male snarled in frustration as Lyta’s warm wetness slipped away, but he saw Kate and grinned, stroking himself to stay hard. He could already smell her wetness. As if in a dream, Kate crawled on top of the brute in reverse cowgirl position, not wanting to acknowledge his face or the act she was about to engage in. As if sensing her misgivings, Terra squeezed her shoulder reassuringly, whispering to the slide of her face. "Don't worry, you can always pull out." Kate nodded and guided the cock into her, its surface already slick with Terra's juices. She gasped as she settled on to it, the shaft seeming to fit her completely, its ribbed texture rubbing against her sensitive inner walls. She began to roll her hips, bouncing on the thick member, taking longer and longer strokes. She felt the glorious fullness of it, the spearlike tip jabbing the neck of her womb, the undulating thickness sawing against her g-spot. It was unlike anything she'd felt, and she loved it.

A wailing sound made her look up and she saw Lyta stiffening atop her own mate, her body shuddering as she came, and the male grunting beneath her, going rigid as he orgasmed. Kate could almost hear the cum splashing into Lyta, filling her fertile womb while she shivered with pleasure. How long had it been since Kate orgasmed like that? Too long, she thought.

"I-it's so good," Batwoman muttered as she held on to Terra, her lower body running on instinct. "Just a little more, and then I'll get off, okay? Just a little more..." She groaned feeling the male’s hands gripped her hips, pumping himself into her with inhuman strength. His pelvis slapped Kate's, driving his cock into her with the **** of a jackhammer. A human woman would have been inadequate to take his monstrous cock, but Kate was more than human now. She could feel her orgasm approaching.

"Oh Kate," Terra said, kissing her. "You're going to make a beautiful mommy." Kate Kane squeezed her eyes shut, the image of her belly ripe and round with child was too much to bear. Her orgasm struck and she arched her back, crying out as her pussy spasmed, muscles rippling round the cock inside her. From that the male roared, his cock swelling, and shoved himself into her by the hilt. Kate felt a torrent of hot liquid gushing into her in powerful surges. Gasping into Atlee's mouth, another orgasm following suite, a strong sense of accomplishment filling her up along with the nerve crashing bliss overloading her senses.

"At last," Karen smiled as she watched Kate shudder atop the male, knowing that she'd soon grow gravid with young. The thought delighted her, and she licked her lips, feeling her own urge to mate. Feeling up her massive breasts and protruding naval The welcoming heat grew inside of her, making her ache with need. Her appetites had grown with the rest of her body, and she wanted to know what it would take to be satisfied. Sauntering up to her two favorites she added an extra swing to her broad hips before pressing herself up against Leo and Jacky, the pair having woken up a few minutes ago to the girls crying out in ecstasy only to be pinned to the wall by a pair of breasts the size of their own heads. Without a word shared the two brutish creatures took to their mother’s breasts and bit down on her stiff nipples, making the massive woman hiss in pleasure. While they took in her rich milk she could feel them pressed up against her, their paunches and growing erection grinding against her own soft belly and thighs. Feeling a clawed hand wrap around her waist to squeeze at her ass made her wriggle and squirm. They weren’t her sons, not anymore, in her new mindset they were the largest and most potent males in her brood. And she WANTED them.

“Hello boys, ready to make more siblings?” Feeling their cocks pulse and bob under her she moved away just enough to pull Jacky away to the side, only to pin Leo completely in front of her bulk. Positioning herself she gave Leo access to her gripping pussy and he speared into her, growling under his breath and rutting aggressively into her. “Graaarhh fuck yeah, I’ll make you pop out a dozen kids when I’m done with you!”

“Yessss…” Looking over at Jacky pumping his shaft with a look of jealousy in his reptilian eyes she guided him behind her, wiggling her fat rear and jegging her ass to give him an idea of what she wanted. With a feral snort he gripped at her hips and thrust into her just as roughly, stretching her pussy to the limit with the two now taking up space inside of her. “Fuck you Leo, I’m the one that’s gonna give her a crop of kids, not you.”

Moaning out loud Power Girl tossed her tentacles like a wild mane of hair, her breasts mashing around Leo’s head and forcing him to gasp for air when she arched her back. Smiling like a chessar cat Karen couldn’t hold back her cries of lust or the feeling of being so full, more full than she ever had been. Two foot-long cocks thrust into her, jabbing at the entrance to her womb in a frenzy, sawing back and forth and making her drip between her splayed out feet. They were competing over her! The two alpha males of her brood were fighting over who could make her bear the most children. The very notion made her purr.

"Hah, hahhh, haaaaaaagh, h-HARDER!" Karen bellowed, having gone drunk with arousal she placed her clawed hands on the walls to steady herself while the two bucked and thrust deeper into her. Jacky and Leo had gone mindless with lust, practically frothing at the mouth until Jacky went stiff and howled out, firing off a torrent into Power Girl and gripping her ass to keep from slipping away. Leo found his limit seconds later, flooding Karen’s pussy to overflow and leaving a thick puddle of cum dripping on the floor between their feet. Still hungering for male essence, her pussy gripped them both in a vice grip, her lusts were not so easily slaked. Pulling away from the two, they slipped out with an obscene wet slurp, their fluids still dripping from her when she stomped over to another pair of males she grabbed one by the shoulders and **** herself on him, slithering her tongue into his fanged mouth before pulling away and shoving him to the ground, straddling his rising erection and coaxing the other to mount her from behind. Eager to please their mate and mother the two younger sons speared into her, crowding her pussy yet again with a fresh pair of cocks thrusting hard and grinding away at her uterine walls. Both thrust like pistons into her slippery wetness, and within moments their orgasms splashed into her with the **** of a tidal wave. And yet it still was not enough!

Finding the two had slumped against her burgeoning tits and rump she stood looking for others when Jacky and Leo tackled her from behind, pinning her to the ground and practically crawling over her wide ass to slither their barbed cocks back into her. Both had become feral and wild, biting down on their mother’s shoulder and neck like a wolf would to a bitch in heat. Snarling and hissing at each other the two reached a kind of impasse when they wouldn’t separate from her, their cocks actually coiling around each other into a helix and thrusting into the massive female as one multi-limbed lover. "Urgh, yes... YES… HARDER YOU BASTARDS! FUCK ME! FILL ME WITH YOUR SEED! YOUR BROODMOTHER COMMANDS YOU!"

In the midst of her wild mating she heard Kate crying, turning her head to look at the new addition to her ‘family’ and finding Batwoman fall to her knees, her belly rapidly swelling. Watching on with a look of pride Karen churred watching the woman’s breasts grow larger, heavier with milk along with her hips growing wide to accommodate her new spawn. With the gestation speeding up and making Kate gasp with shock, she fell to all fours, her water breaking the moment she caught her balance and minutes later exhausted and spent she gave birth to her first grub. Terra caught the wormlike spawn and brought it to Kate's breast, the former heroine giving a tired smile as her baby suckled her freshly made milk. It warmed Karen's heart to see another female join her brood. It was even more fulfilling than the torrent of cum Leo and Jacky flooded her insides with a second time. She felt her own orgasm meet theirs and finally crest, her body shuddering and thrashing, raising her voice in a roar that would have shattered the windows were they not encrusted with the resin of her lair.

Karen stood, pulling free of the coiled penis and leaving a smear of stringy cunt juice behind her. She stroked her belly and realized that every eye was upon her. Panting and looking down at her corpulent frame, her belly swollen and dripping with over a gallon of cum she found it difficult to move, sluggish. Even from day one she found herself just getting bigger and bigger yet it all felt off somehow. Knowing her son’s seed would take root she would only get fatter, slower, eventually becoming a great big blob of gelatinous flesh. It was then it finally hit her, the concept making her smile a toothy grin. She had acquired all this mass… And she wasn’t using it.

Closing her eyes, she concentrated, relaxing her body and letting slip whatever mental notions were keeping her like she was. She wasn’t kryptonian anymore, so why was she trying so hard to maintain such a form? To the others watching on their brood mother began to change. Widening her stance her delicate toes began to grow and lengthen, splaying out like the talons of some predatory lizard, her heels rising to change until she was standing on the balls of her clawed toes. Wiggling her broad rear, a tail began to form, rapidly growing longer and larger, stretching out until it was as long as she was tall and big around to match either of her powerful legs. Ending in a curved barbed tip with sharp spines lining up and down its length. Serpentine yet solid it coiled around her protectively while more changes occurred. Raising her arms and arching her back a pair of arms sprouted from her sides and unfurled from under her original ones, growing and changing until she had four muscular arms feeling the solid mass of her thighs and breasts. Lolling her head her neck stretched out, lengthening inches at a time until her head rested a foot from her shoulders. The horns curling from her head thickened, becoming like a ram's while another pair sprouted in the gap of each horn, growing upwards and forwards, their surface segmented and jet black and their pointed tips scraping the ceiling. Whatever fat was left on her body had been used up to turn her into something completely alien. Powerful and predatory she had shed off her humanoid form and had no desire to return to it, smiling viciously when her face finally settled, her nose and upper lip merging and pushed forward into a blunt saurian shape.

Suddenly her body heated up as she felt the spark of life developing inside her, putting her four claws to her newly regained abs she felt her naval push out and swell rounder, larger by the second. She used that heat to transform further, caressing the underside of her breasts a pair of nubs began to grow, swelling and bloating larger at the same speed as her pregnancy, until she had a second pair of breasts dripping with milk from thick puckered nipples. Instinctively knowing she'd need more milk to feed her young a third pair blossomed beneath the second. The teats swelling into being, going from raised bumps on her lower torso to puffy nipples, to full, heavy breasts. Areolas thickening to resemble teacups balanced on the peaks of her breasts, the teats became fat and corklike.

Gritting her shark-like teeth as the pregnancy progressed, making her belly bloat and swell forward, lolling her tongue out of her maw she churred with anticipation, this would be her biggest litter yet.

Her navel popped as she felt her pregnancy reaching its apex, Karen’s new face contorted as she bore down, settling down on all six limbs. Her water broke and she felt the joyful agony of her brood crowning from her dilating pussy. The grubs squirmed free, crying out as they were quickly caught by the males surrounding her, four of them reverently placed on Karen's nipples to feed and grow strong. After fifteen minutes of labour that transfixed everyone in the den Power Girl had birthed fourteen grubs in all, and each one was long and fat, nearly twice the size of any previous spawn. Karen felt a great sense of purpose as she nursed her new progeny, chirring softly with vocal cords she didn't know she had. She felt amazing, like she'd reached a new plateau of evolution, something beyond what she'd imagined. Snorting at the thought of the Martians that created her predecessors, they wasted her species on their petty conflicts, used them as weapons to fight and conquer. The first species lacked direction, being little more than beasts without an intellect to guide them. Under her, the swarm would become something far greater...