Puppet master

The door was locked, no one would have known what was going on inside the guest bedroom unless they had pressed their ear against the door frame to listen in, but even then, they probably would never have guessed what was truly happening, despite the loud moans.

“Harder, HARDER! Fuck me HARDER!” Cried out the woman straddling Steve Rogers on the bed, the man gripping at her thighs as he increased the intensity of his thrusts, as her command. A look of both exhaustion and drive running through him as he looked up at her gyrating body, mesmerized by her perfect breasts swaying from the collisions of their nethers. Riding the man and tossing her sweat slick blonde hair back and forth, the woman moaned out loud, flaunting how much pleasure she was experiencing from the man’s efforts while she ground against him. They had been at this for over an hour, grinding against each other’s bodies to eagerly reach their next release. Lilith continued to cry out in ecstasy while Steve had a twisted look of frustration and agony written on his face.

He could not stop himself, even if he wanted to. He was exhausted, every muscle in his body was burning up, but he was driven, compelled to keep going. Like a moan possessed, he spurred on further. Even more so when he heard her cry out once again. “More! MORE! MOAR!!!” She screamed, coaxing him further. The sound of her voice made the man wince as he thrust harder, groaning by the time he reached his limit and moaned out loud to join her own voice crying out in orgasm. The two were rigid with overstimulation for a few seconds, their eyes fluttering until finally Lilith collapsed to press her hands against his barrel chest for leverage. Panting with fatigue and keeping herself upright staring into Steve’s eyes with sharp intensity, Lilith smiled and purred with delight. Lolling her head back and forth and letting her breasts dangle mere inches from Steve’s face before she sat up and separated from the man. Crawling off the bed and tossing her long blonde hair over her shoulder, Lilith stretched and swooned, letting her hands massage down her neck and cleavage to look around the room with a look of smug pride. All around her, dozens of throbbing, fleshy cocoons gestated, hanging from the walls and ceiling like ripe fruit from vines criss-crossing the walls of the room around her. The by product of their constant mating for over the hour.

“Hmm… I KNEW you’d be the easiest to ensnare, always the cavalier one of the Avengers, always willing to defend the weak and helpless...” Purred Lilith, hearing the man stagger off the bed, not bothering to look over her shoulder to know what he was doing. Getting to his feet Steve watched as the woman went through a horrifying transformation before his eyes. Her skin, once perfectly smooth quickly became a sickly green and almost translucent, allowing the man to see inside her flesh, almost to the bone. Sharp looking spurs formed on her ankles and forearms, along with spikes nearly half a foot long lined down her back from the base of her neck all the way down to her tailbone, where a serpentine tail grew and swished behind her idly, those same spines lining down her 9-foot-long tail to its barbed tip. Her long, sweat slick blond hair transformed into a coiling, slithering mass of tentacles. Each slithering and moving on their own as if her head had become a nest of serpents.

But as horrified as Steve was at the sight of her, the changes continued to occur. Her feet rose at the balls of her toes as spurs formed at her ankles, her feet lengthening as talons formed that gripped the floor like the pinions of some predatory bird. New limbs sprouted from her sides, forming claws and spurs while her stance fell to an almost quadrupedal state. Her hands grew talons of their own, that she brandished and flicked with dextrous finesse. Her neck grew longer, more than a foot longer, just as meter long horns sprouted from the sides of her shifting reptilian skull that became less and less human by the second. By the time her changes had finished, the completely alien creature finally looked over her shoulder from her 8-foot-tall vantage to find the man in a stance to fight back, looking for an opening to strike.

“Stop!” Frozen in place, Steve breathed hard as he felt all his muscles go stiff against his will, keeping him in place. He was about to call out for help, but a simple facial gesture from the woman made him catch his breath in his throat. Silent and helpless. He should not have been feeling this way, but he still felt his loins ache to enter her again, regardless of how horrifying she had become now, the need was almost painful. Just how was she doing this to him? Was she telepathic? Was it poison? He remembered the scratch from earlier, then everything became an intense sexual haze for him. “You can’t resist me Steve Rogers… You’re mine now.”

Crawling on all sixes like some terrible insectoid creature, the horned, tentacled monstrosity smirked with fanged lips and circled the man, still frozen in place like a statue with a pained look of frustration on his face. Tracing a clawed finger around his back, down his shoulder and down to his chest and stomach to grip at his erection, the creature smiled more impishly at his struggles and hypersensitivity when she flicked her claw away from his tip. “I bet you’re wondering why you can’t move, why you can’t speak.” She giggled, drawing her talon tracing circles around his chest, her smile widening to reveal rows of sharp teeth like a shark as she stared into his eyes, her own were slit, yellow and reptilian.

“Something I inherited from my mother’s side, or… Perhaps my aunt… But I exude pheromones, we all do, they tell us what we want… Mine tell you what to DO.” Still frozen in place, Steve grimaced at the loss of control of his body, and how her presence seemed to drive him insane with arousal. He wanted to escape, to flee, to warn the others. But his body was not his to control anymore. “Impressive isn’t it? I have even GREATER control over my own kind, we are FAR more receptive than humans are. I have complete control of my swarm, know where they are at all times and what they are doing… Quite the puppet master am I not?”

Crossing her arms and admiring his impotent struggles to break free of her will, Lilith gasped when she felt a warmth bloom in her stomach and her naval began to swell. Taking a step back, Lilith looked down at her swollen womb with pride, months worth of development passing in just moments before their eyes. Cradling her now full-term belly, Lilith lowered herself to the floor, gasping and panting with excitement as she continued to swell larger. From Steve’s vantage he could make out forms develop underneath her translucent flesh, the sight horrifying him as he began to make out his progeny grow. “I… I could have taken your Avengers by… By ****, but then… Hnnngh… Some of you would escape, or… Or warn the city.” By now she looked pregnant with triplets and continued to grow, her claws roaming over the surface of her bloated womb and eight swelling breasts as she continued to grow. “No… I prefer… Prefer to infiltrate, to WORM my way inside… To… To…”

From there her speech was reduced to incoherent moans and hisses, whether they were moans of pain or pleasure, Steve could not tell. Same as the other times, the creature keened and wailed as soon as her water broke, and her pussy crowned with the first of her unborn being pushed out. Still frozen on the spot and **** to watch, the man could not even blink to look away as Lilith gave birth again and again, spreading her legs wider to make room for the growing crowd of infants being born. They did not even remotely look human. Tentacled masses the size of large foot balls slithered out of her to cry and wail before being clutched up in her talons and brought to her breasts to nourish. By the time she was finished, she had fourteen spawn feeding off her, her body rapidly healing from the physical trauma before recollecting herself and eyeing the frozen man in place.

“My species has mastered the art of subterfuge; we are already burrowed deep into your city’s society… Waiting, multiplying, In time you will all fall to my swarms.”

Letting her newborns down on the floor to scurry off and form cocoons of their own to join their siblings on the walls and ceiling, Lilith got to her many feet and began to change her body back. Her many limbs and mutations changing back to the supple body of a mid 20-year-old woman with long flowing blonde hair, piercing blue eyes and an almost angelic smile as she gathered the provided clothes she was given and got dressed. Seeing him still frozen in place, her eyes narrowed but her smile remained.

“Get dressed.”

Against his will, Steve gathered his clothing and got dressed, his muscles tensing as he tried to resist, to fight back, but was compelled to obey the woman now buttoning her blouse and wringing her flowing blond hair over her back and shoulders.

“I have plans for your friends… And YOU are going to help me.” Finally dressed, the man wanted to recoil when she looped his arm around hers and pressed her head against his chest and shoulder, fluttering her eyes affectionately as she led the two of them out of the room and closed the door behind them. “YOU are going to lead me to the others, and they will join forces with me, become my willing consorts. And together, we shall spread and consume what this husk of a city has to offer.”

Glaring back at the woman, Steve was nearly red faced with strained effort, trying to break free of her control. Tilting her head in a coy look, a single blink of her eyes was enough of a gesture to free his mouth and vocal cords. “You won’t get away with this, we’ll stop you, I’ll stop you. Humanity won’t fall to you, no one will join you and your sick invasion willingly!”

Fluttering her eyes and tilting her shoulder in a coy look of defense, Lilith pressed her hands against his chest and leaned in close to whisper into his ear. “But… You’re already part of my swarm, didn’t you notice?” Blinking in confusion, Steve looked down when Lilith brought his hand up to their shared eye level, lifting a single finger, he watched as her fingernail grew to a razor’s edge and she scratched herself deep over her cheek, exposing a trickle of green blood trail down her face. But then the blood receded back, and the wound healed almost instantly. Turning the same clawed finger to his hand, Steve hissed with pain when she scratched his palm, only for him to watch in horror to find green blood ooze out, then heal the same way her own injury did. Smiling more darkly at his shock and horror, the woman went back to his side to play the helpless innocent saved by her hero. Pulling him down the hallway as the man could barely process what just happened. What was worse was he felt, heard a voice in his head, whispering, cajoling him to accept what she was offering, what she was commanding of him. Shaking his head, he struggled, but his efforts only made the woman giggle at his futile efforts.

“Come now Steve Rogers, my Captain America… We have a swarm to build…”