The Race

Prelude

As it had for unknown millions of years the chunk of rock tumbled had tumbled through the vast emptiness. This asteroid was different however, not for what it was but for what it contained. Within the pod slept a creature. After the destruction of its ship in the black void between stars it had drifted dormant, sleeping away the millennia in a state of hibernation. Even in hibernation all that remained was a seed, a shadow of former life waiting to be born again. It had been drifting so long that it didn’t remember where it had come from. The long eons had drained it from intelligent sentience to its current state not conscious but simply existing as everything but its unending hunger faded away.

Waiting through the endless years the being endured until finally something began to change. The distant brush of light and radiation of deep space began to give way as the heat of a nearby sun warmed it ever so slightly. As it had uncounted times before the seed drifted through a solar system, leaving deep space. Even within a system there was a vast emptiness, hundreds of times it had coasted through systems much like this one, so close to living planets and yet unable to reach them, helplessly flying onward and returning to the endless night it seemed forever condemned to drift. This time was different.

Countless eons after it had been cast adrift, long enough that it may be the only survivor of its species, it began to awaken. The faint brush of gravity played across the surface of its escape vessel. Opening its senses it discovered a living, vibrant world, a blue and green jewel of a planet. A planet which had captured its pod in orbit. With an instinctive thought the creature sent the pod falling toward the planet below, summoning the last of its vessel’s energy in a final effort to reach a living planet. The remaining energy was enough, barely, and the long fall downward began.

As the pitted shell of the escape vessel began to glow with the heat of atmospheric reentry the creature sensed a ready supply of sentient life energy below. For the first time in its long memory it could feed. It fell through the atmosphere, friction heating its outer surface until it became a blazing spear plummeting downwards. In fire it was reborn. Rock burned away and stripped of its concealment the true nature of the seed was revealed. A mixture of organic and metallic components merged together making it nearly impossible to determine where one ended and the other began. This however was merely a shell intended to protect the true cargo within.

At the moment of impact the cool evening air of an Arizona desert night was split by a flash of light which burned brighter than the noon-day sun. After the light faded came the blast in a hellish of blowing wind and thunderous sound. Like the light this too faded away and slowly the desert night returned to normal as if nothing had happened.

* * *

Landing + 6 hours

Family vacation was a joke. Rather than doing something interesting they came out here where her father could take his photos of “the beautiful scenic landscape and rock formations that you will one day gain appreciation for young woman.” What ended up happening was that she, her mother and her sister would end up huddled in their RV, listening to the generator laboring outside as it struggled to run the air conditioners and the TV. Just like staying at home but not nearly as comfortable, no mall, no friends and no parties. If her father’s pictures were really so great then maybe he would have been able to make some money at it rather than becoming just another mindless office drone to pay the bills.

For any 19 year-old girl this vacation was torture. For a popular, attractive 19 year-old who was the school’s head cheerleader and defined the term “social butterfly” it was something far worse, solitary confinement.

Stopping to lean against a tall rock Beth took momentary advantage of the small amount of shade it provided and wipe the perspiration from her forehead with the back of her hand. If was unreal how hot it was getting even this early in the day under the relentless desert sun. At least she was sure to get a killer tan that would make her the envy of her friends. Normally she wouldn’t be out here, instead watching Regis and Kelly with her mother and sister except for the light in the sky and the thunderous crash she had heard last night. Lightning her father had said, despite the clear night sky with the stars shining down without a hint of a single cloud.

Beth had another idea. It was one of those meteors her science teacher Mr. Stewart was always going on and on about. With nothing better to do she had set out to find it. It might be worth something to the local college. If nothing else the science geeks would probably be will to part with a little cash for a chunk of “real moon rock”, enough at least to buy some beer and a new outfit to drink it in.

Taking a small drink from her water bottle she set off once again. After another half hour of walking upon cresting a small rise her pretty face lit up with a look of satisfaction. This must be it! Before her was a crater nearly 100 feet across. It was obviously new as the desert sand around it was furrowed and disturbed where rocks and boulders thrown by the impact had skipped across the landscape.

Beth climbed carefully over the shattered rock, carefully balancing herself and ready to catch herself if she began to fall. Her eyes widened as she drew close enough to see what lay in the crater awaiting her. In the bottom of the crater wasn’t a meteor, it was something out of a science fiction movie. A greedy smile curled her lush lips as images of how much an actual alien artifact would get her compared to a mere rock and she scrambled forward to reach her prize.

In her haste to reach the pod Beth disregarded the sense of caution that had so far brought her safely across the shattered floor of the crater and almost inevitably lost her balance when a piece of shattered rock shifted beneath her right foot. With a sudden cry of surprise she tumbled to the ground. When she hit a shot of pain filled her head and darkness overtook her.

Beth laid on the ground, stunned by the fall and only feed from the pod. A thin rivulet of blood flowed down her pretty face from a cut high on her forehead. Suddenly movement began within the pod, unnoticed by the dazed girl. With a wet crunch the chitinous outer shell cracked open with a hiss of equalizing pressure and a puff of cloudy gases. Within the pod the alien quivered with delight. Host was near! It had been so very long without a host, drifting alone in the cold void, kept carefully at the edge of death by the organic systems of the pod. But now the wait was over. The pod had descended to a habitable environment and detected a suitable host being nearby.

Several whisker thin stalks emerged from the pod and waved gently in the air as the alien tasted its new environment for the first time. The atmosphere was rich in oxygen and bore the tell tale traces of early technical civilization. The stalks turned to focus on the warm object lying near the pod. The alien was filled with gleeful anticipation at the thought of bonding with this host. Slowly spaghetti thin manipulative tendrils reached out from the pod and wriggled along the rocky ground toward Beth.

As the first touch it quivered and shook as the sensory organs which covered. Within it thousands of biochemical processes began, analyzing Beth’s DNA and initiating the changes which would allow it to conform to her bodily chemistry so that the process of taking her as host would not kill her. Despite its current non-sentience its being vibrated with delight as information continued to flow in from its sensory organs. These being will make excellent hosts. They lacked any meaningful defenses against biological takeover and possessed a sturdy physical structure that would be quite easy to modify. The alien gathered its worm-like body and flowed partway out of the protective pod that had housed it for so long. Thicker grasping tentacles moved slowly to grasp Beth’s semiconscious body, lifting her into the air and drawing her carefully into the pod. With a wet crunch the pod closed, protecting the creature and its valuable host form while it set about taking her.

While her body had value the true prize was her mind. Time had stolen its own sentience leaving only instinct. To succeed it needed far more than hunger and feral cunning. It needed intelligence. It needed thought and self awareness. Without these things the sentient host forms would quickly discover its activities and destroy it. It could not allow that to happen.

When Beth regained consciousness it was already inside her mind. Subsuming her and taking what it wanted, picking through her thoughts and memories, probing at the very core of her being and cutting her mind apart with a touch which was both delicate and irresistible. Already so much of Beth was gone, drawn into the incredibly alien presence There was just enough of her left to be surprised at just how good it felt as her mind was consumed by her new owner before oblivion swept her away.

When the pod finally opened it had seen two light periods of this planet’s yellow sun pass. To the east the horizon was just beginning to brighten with the promise of sunrise as dawn approached. With new hosts the process would be much quicker, most of the time had been spent analyzing the host human’s body. Once that was done it was a relatively simple matter to modify the host form to efficiently fulfill its needs.

With a sticky wet sound the pod disgorged Beth’s slime covered body. She lay completely nude on the rocky ground surrounding the body, her teenage body glistening in the moonlight. The pod closed again and there wasn’t a single sound in the bottom of the crater. Beth twitched and her eyes sprung open. Rolling onto her side she coughed up the slime that fill her airway and drew a deep breath of the cool night air.

Beth rose to her feet and stretched before taking a few cautious steps as she grew familiar with her new body. Looking down at that body, naked, nubile and glistening she realized that she would have to acquire some clothing. Sparing one last glance back at the pod which had so changed her Beth began working her way upwards out of the crater, bounding from one rock to another in a series of inhuman leaps.

Already genetic memories were making themselves known to her new mind. Ancient knowledge of how to hunt, how to seduce, how to survive, how to reproduce. Most important of all was the final piece of knowledge which made itself known as she realized the insatiable hunger which filled the core of her new being. How to feed.

* * *

Landing + 3 days 2 hours

Mike was thoroughly discouraged as he leaned back against the rock, closing his eyes and trying to enjoy the temporary reprieve from the blazing sun above. As a national parks ranger he had to face the facts. At this point it was obvious they weren’t going to find the girl alive. It was now the third day and dehydration would have finished the lost girl off. At this point the search parties were simply looking for a body. From his pocket he pulled out a tattered sheet of paper and looked at the young attractive face of Beth Parker. Putting it away he looked up, standing 15 feet away from him was the girl on the paper, fully nude and looking surprisingly good for a dead woman.

As Mike gaped at her in surprise Beth swayed towards her would-be rescuer with a lost-little-girl look on her face. Her attitude was helpless and yet sensuous at the same time. Internally there was little still recognizably human within Beth. Beth’s already gorgeous teenage body had needed few external changes, a tweak here, a slight firming or smoothing there to make it the very model of feminine perfection.

As she drew close to the stunned young man the internal changes came into play. Her body began to produce pheromones of a far greater potency and concentration than an ordinary human’s capable of creating an overwhelming level of sexual arousal in her victims. At the same time her puffy labia swelled outwards revealing the wet pink flesh inside as her vagina began producing copious amounts of lubricant.

“You’re alright! I don’t believe it, everyone’s been out looking, us ranger, the state police, even some hikers have volunteered. I can’t believe I found you. I didn’t think-” Mike cut off and his cheeks reddened as he realized he was babbling.

“Are you alone?” Her sweet young voice had just a hint of huskiness to it.

She smiled as she waited for his answer, it was obvious that her pheromones were beginning to affect him as his skin became flushed and his breathing began to quicken. Mike was also having a great deal of difficulty maintaining eye contact with her, his eyes kept straying downwards to her pert breasts and the swell of her mons. Against his will he was rapidly becoming aroused by her presence.

“Um- No. My partner Cassie was going to check out the peak and come back down, I was taking a break,” Mike motioned toward the Hill behind him, looking away from this gorgeous vision that had walked out of the desert. “Here’s some water! You must be so thirsty.”

Beth accepted the offered bottle and tilted her head back and slowly drained the bottle. As she drank Mike watched her. Some of the water escaped her mouth and ran down her neck, over and between her breasts. His eyes followed the trickle down her taut belly and the down to her puffy nether lips. Mike stared mesmerized until he realized that she was done, holding the empty bottle and watching him watching her with a knowing smile on her face.

“What happened to your clothes? Here, you can wear this.” Mike quickly unbuttoned his shirt and stripped it off, offering it to the naked girl.

Beth took his green shirt, regarding it for a moment before dropping it to the ground and pressing her hands against his chest. Standing on her tiptoes she planted a passionate kiss on Mike’s mouth as she pressed her upturned breasts against his bare chest. For a few moments he resisted then he looked into Beth’s eyes and was lost.

In her blue eyes specks of gold glimmered and danced. Mike felt something like a moment of vertigo before his jaw slackened, allowing her tongue to explore his mouth. As he continued to stare into her hypnotic gaze a burning desire began to throb in his body and mind. Rational thought faded from his head while his cock became rock hard in his pants. Mike was filled need, he would have this teenage temptress.

Beth eyes gleamed with delight as she sensed his resistance break, replaced by need instead. She guided his hand between her legs, allowing him to feel her excitement while her own hands went to work rubbing and caressing the young man’s hardness through his trousers. They moaned into each others mouths as their tongues sparred.

Nimble female hands unfastened his belt quickly undid his pants, freeing his erection before pumping and caressing it as they smeared pre-cum along his length.

Beth jumped into the air, taking Mike by surprise, wrapping her slender legs around his waist and grinding her wet slit against the length of his shaft. Both partners moaned in pleasure as the gorgeous teen worked herself against his cock. Finally Beth drew back and angled her hips. The head of his penis nudged into her entrance and Beth grimaced in pleasure as she slowly pushed downwards, slowly impaling her tight vagina on his stiff cock until it was buried to the root.

Beth smiled and closed her eyes, laying her head against his chest as she grew accustomed to the feeling of penetration, experimentally clenching her inner muscles to squeeze the member which filled her cunt. Slowly she began moving, rising up and down as she felt his shaft rub against her inner flesh. Moving faster and faster Beth was soon crying and panting as she pounded herself down on him.

“Oh wow. Oh god. This is incredible. You’re so tight. Oh, yes!” Mike moaned. The young forest ranger couldn’t believe this was happening to him. Gorgeous teenage girls just didn’t appear out of nowhere and leap onto his cock. They certainly didn’t ride him until they had a very spectacular and very noisy orgasm like this girl was now experiencing. Looking once again into Beth’s mesmerizing eyes all doubts fled from his mind he released a low and hungry growl.

Taking the initiative Mike spun them around and pinned Beth against the rock face drawing a cry of delight from the teenage beauty. Beth could only shiver and shake in pleasure as he pumped rhythmically into her, ripping incoherent pleasured noises and whimpers from her throat.

The young seductress squeezed and rippled her inner muscles, milking his cock while she let out little shrieks of ecstasy and bit her lower lip with pleasure. Her response to his thrusts only aroused the young man more and Beth moaned in anticipation as she felt Mike double his efforts, pummeling into her nubile body as he strived towards his peak. Like an animal he impaled her again and again, stroking hard and fast as he fucked her against the rock face. With a hoarse cry he finally came with an orgasm unlike he had ever experienced before.

An expression of confusion appeared on Mike’s face as his body continued to thrust into Beth outside of his conscious control. He couldn’t stop coming inside her clenching depths as his climax went on and on without release. A tortured cry of intermingled pain and pleasure was wrenched from his throat as his cock jumped and pulsed, spurting his seed deep into her womb.

Beth laughed evilly as she felt his life-force flow into her body, strengthening her and bringing with it a buzzing ecstasy which coursed through her core with an intensity far greater than mere sex. The succubus watched with a wicked smile as the life drained from his eyes.

The young ranger gasped for breath, his eyes wide as he felt himself flowing into her body, as if everything that he was and everything he would ever be was being sucked out of him by her hot grasping cunt. Slowly Mike slumped to his knees before falling over backwards to the sandy ground. The last thing he saw before everything faded to blackness was Beth’s seductive smile as she looked down at him with a gleam of sadistic pleasure in her eyes.

Beth smiled victoriously as she slowly ground herself against his still erect cock with a hand pressed against her flat belly, reveling in the afterglow and the satisfaction of feeding upon his life energy. Finally with a sigh of regret she rose to her feet. As she did so her victim’s cock slid from her vagina with a wet sucking noise.

Looking downwards at Mike it was obvious that his body was worse for the wear. His skin had turned grey and he seemed slightly shrunken. Every vein in the young man’s body was now black. With unnatural strength she reached down and picked up his body and carried it to a dry gulch she had noticed a short distance away where it would be out of site for all but the most determined search. Returning to the site of her carnal activities Beth surveyed the area. The only sign that Mike had ever been there was his green shirt lying alone in the dust. Beth shrugged and put the shirt on before sitting down to wait, she was sure that Cassie would be back before long.

* * *

Landing + 3 days 4 hours

Sandy was sitting at the table alone with her thoughts and worries when the RV’s door suddenly opened and her sister entered, closing and locking it behind her.

“Beth? What? How?” Sandy was shocked to see her sister alive and well and she was filled with surprise and relief. Beth looked better than just alive actually, she had never seen her sister looking so healthy, so… vital. “Where were you!” Sandy demanded as her relief turned to anger, “Dad’s in the hospital because of you!” Driven by the need to find his lost daughter Mr Parker had spent far too long in the heat, finally collapsing from heat exhaustion the afternoon before.

Beth stared at her for a moment with a cold, emotionless expression before bursting into tears. Sandy leapt up from the table and raced to her sister, taking her in a comforting embrace, “It’s ok, it’s ok. I’m sorry Beth, you’re ok. You’re back, everything’s fine. I shouldn’t have said those things.” Sandy whispered as she rocked Beth back and forth, trying to sooth her distraught sister.

As she held Beth a strange scent of musky sweetness was filling the air and Sandy unconsciously began breathing deeply, filling her lungs with the pheromone tainted air of the trailer. Falling into a daze her eyes became glassy and she began to pant as her body responded to the pheromones.

Her vagina began to moisten and a burning need began to grow in her groin.

She became hyper aware of her Beth’s warm body and the press of her sister’s firm breasts as every inch of her skin began to tingle.

“What? What’s happening?” Confusion and disgust began to fill her mind, how could she feel this way about her sister? Her cheeks began to burn red with shame as Sandy tried to deal with these immoral and unexpected feelings while she involuntarily rubbed her thighs together. Beth leaned forward and kissed her.

Sandy’s eyes widened in shock as her sister’s tongue separated her lips and forced itself into her mouth. This shook her from her trance and the teen girl stiffened and tried to push her sister away only to find that her sister’s arms had locked around her with the strength of steel bars. As she fought helplessly against Beth’s irresistible grip copious amounts of sweet saliva flowed from her sister’s mouth into her own. Reflexively she swallowed the sweet sticky fluid. Suddenly she found herself relaxing as a calming warmth came from within her belly and a tingling sensation began to spread throughout her body.

Beth drew back from the kiss leaving their mouths connected by a thread of sticky saliva and looked directly into her sister’s brown eyes. There she found the glassy eyed arousal she was looking for, bringing an evil smile to her face. Catching her sister’s gaze Beth’s eyes bored in with a sudden intensity, riveting the aroused girl’s attention with a gaze the teenage girl couldn’t avoid. Distantly Sandy noted that golden sparkles seemed to dance and play in Beth’s light blue eyes. She felt like she was falling into them, they were so very deep that she could drown in their unwavering gaze. As this almost subliminal sparkle continued to pulse and swirl she felt herself slowly relax, surrendering to the dreamy feeling her sister’s eyes instilled in her.

Once Sandy had relaxed in her embrace Beth picked up her now docile sister and slung her over one shoulder in a fireman’s carry. This roused Sandy slightly from her trance and she mewled weakly in protest as she was carried to the back of the RV. When the succubus tossed her sister onto their parents bed Sandy let out a squeak of surprise.

“Take off your clothes.” Beth was quickly and efficiently removing the green ranger’s shirt she was wearing. As her perfect body was revealed the succubus noticed that her sister was sitting on the bed, frozen as her expression alternated between guilt and hunger.

“I said take off your clothes.” Beth stared deeply into her eyes, riveting her with an unwavering gaze until a captivated Sandy could only obey, succumbing to her growing arousal and the strange influence her sister seemed to possess. Sandy quickly stripped exposing her fit young body.

Climbing onto the bed Beth quickly displayed her dominance as she pushed her sister onto her back and climbed on top, straddling the helpless teen. Beth placed Sandy’s hands on her breasts and used them to massage the firm orbs. When Beth dropped her hands Sandy continued to squeeze and caress the shapely mounds. This left Beth’s hands free to explore every inch of her sister’s body, stroking and caressing as she drove the eighteen year old’s arousal to new heights until she was almost sobbing with need. Sandy dropped her right hand from Beth’s breast and began frantically touching and stroking herself in a futile attempt to lessen the burning need she felt.

Sandy cried out in disappointment as Beth climbed off of her. Beth ignored her complaints moved so that she sat facing her sister. After placing her right leg over Sandy’s left and vice versa the succubus scooted forward until their young vagina’s kissed and Beth began rocking back and forth, grinding her wet slit against her sister’s. Beth’s tainted juices only aroused Sandy more and she could only whimper pitifully in pleasure as one shuddering orgasm after another ran through her body until she lay exhausted but still twitching in pleasure. The teenage girls strained together for nearly 15 minutes before Beth decided it was time.

Beth gritted her teeth and pushed, smiling as a conversion module slid from her between her lower lips and nudged its way into Sandy’s waiting slit. The module was black and about four inches long and one inch wide. It was tipped with short writhing motile tendrils to draw itself into a host and a segmented body which narrowed at the end. Right now it took advantage of its segmented body to twist so that it unerringly found Sandy’s entrance.

For a moment Sandy stiffened, looking down in horror at the thing crawling into her body. The moment passed as her eyes rolled up in her head and her uterus contracted again and again as the motile tentacles caressed and probed at the sensitive walls of her birth canal as it drew itself into her waiting womb, overloading her nervous system with pleasure in the process. As the last of the module drew itself inside Sandy’s body Beth disengaged their union and stood up.

The conversion module now nestled securely in Sandy’s womb was a twin to the one that Beth had implanted into an unsuspecting Cassie when she came down from the hill. It was basically a tiny biological factory intended to first control a human female host and then to convert her to most effectively serve the Race. As she watched her sister writhe about on the bed, responding to the prickling sensation of the module’s roots spreading outwards into her abdomen, Beth came to a realization. It was an entirely new Race they were created, reborn from whatever had come down in that pod. It would replace humanity, using it as raw material for a civilization which would spring from this world and eventually take the entire galaxy in it’s grasp.

While her consciousness was built from the rawness of Beth’s mind she was not Beth. As she looked down at Sandy being converted on the bed she felt nothing but satisfaction. No conscience, no familial connection, no human morals restrained the new Beth’s thoughts or behaviors. She would feed and reproduce and the superior species would eclipse the inferior. As she walked to the front of the RV, leaving her sister behind to continue her transformation Beth smiled. Evolution, it was only natural.

* * *

Landing + 3 days 5 hours

When their mother returned back to the RV the girls were there to greet her. Her shock at seeing Beth alive and well permitted Sandy to surprise her with a devastating kiss which quickly subdued Jane while also awakening a growing arousal in the stunned woman.

Something about her daughter’s eyes fascinated and transfixed the surprised woman. At the same time she fought against the growing sense of unnatural calm which threatened to overcome her. Summoning her will Jane’s mind became filled with revulsion at the incestuous kiss threatening to break the trance as a growing tension began to fill her body.

Beth acted quickly to maintain the seduction. As Sandy kissed the attractive 35 year-old woman Beth leaned in and whispered in her mother’s ear, “Do not fight Jane. You cannot resist. Look into her eyes.” Beth’s seductive husky voice continued to murmur in her ear until with a low moan she surrendered, her will crumbling before the onslaught. Her feelings that this entire situation was very wrong still existed but they were submerged in the trance of lust Jane had fallen into unable to fight the combined onslaught of potent pheromones and the suggestive power of her changed daughters.

Taking advantage of her lack of resistance the two succubi quickly stripped off the swaying woman’s clothes before lifting her up and placing her on the RV’s kitchen table.

The sisters held their mother down on the small table, easily pinning her in place as each took their position. Sandy parted her mother’s legs and leaned downwards, inhaling deeply as she drank in the musky sweetness of Jane’s aroused vagina. Her pink tongue reached out and gently teased at her mother’s nether lips before delving inside.

As Sandy began licking her mother’s vagina Beth engaged her in an incestuous kiss which left Jane filled with whirling emotions. Confusion, disgust, revulsion, and arousal warred in her head while a curiously invasive sweet musky scent filled her senses making her heart race and her loins burn with desire. Jane writhed in the girls embrace, her merely human strength helpless against the succubi.

Together the sister’s worked their mother’s body, bringing the woman into a state of overwhelming arousal through a combination of their skillful attentions and the intoxicating affect of their transformed pheromones. Without mercy they drove her to new heights of pleasure, breaking down her defenses. Beth’s kisses muffled Jane’s moans as she played with her well-developed chest, tweaking her large stiff nipples and teasingly circling her mother’s dark areola with her nails.

Simultaneously Sandy worked at the stiff little button of Jane’s clitoris with her agile tongue, teasing and flicking the bud until her mother screamed and jumped on the table as a shattering orgasm rocked her body.

As Jane was still wracked by one orgasm after another Sandy reluctantly stopped licking her and removed her mouth from the older woman’s inflamed pussy. Getting on her knees Sandy lifted her mother’s legs and placed them over her shoulders, bending Jane nearly in half as the succubus allowed her body’s weight to bring her crotch close to her mothers until mere inches separated their wet slits.

Slowly a conversion module emerged from Sandy’s furled lips, dripping with her sweet juices. Angling her hips Sandy pushed her crotch forward and the module plunged into Jane’s yearning pussy wrenching a cry of tortured pleasure from her mother’s throat. Jane bucked and shuddered beneath her daughter as the succubus began fucking the module into her with smooth strokes.

Time was of the essence and her mother would become much more quickly with two modules inside her body. Beth knelt on the table and allowed a conversion module to emerge from her own vagina. Gently she placed a hand in her mothers hair and turned Jane’s head, guiding it to the glistening black shaft between her legs. The pheromone crazed woman opened her mouth and accepted the module inside, licking and sucking it as she attempted to gather every drop of her daughter’s addictive juice from the outside of the module while her other daughter reamed her wet pussy with something that had emerged from her body.

Beth withdrew the module from her mother’s mouth and slid down until her crotch with the obscenely protruding shaft was beside her mother’s hips. Sensing what her sister wanted Sandy rolled over onto her side, bringing her mother with her so that Jane’s back faced towards Beth while her other daughter continued to slowly fuck her. Beth slowly pushed her groin forward until her module met her mother’s ass crack. After moving it through several teasing strokes she reached down and positioned it against her mother’s virgin anus and pushed with gentle but insistent pressure. Slowly the intruder began to part the helpless woman’s rectum making her stiffen and gasp at the unfamiliar sensation. Sandy looked into Jane’s eyes once again and she quickly surrendered, relaxing and allowing Beth to continue working the module into her inexperienced ass. Once it was fully imbedded the two succubi settled into a steady rhythm which quickly had their powerless victim climaxing again and again.

As Jane was impaled in both orifices by her daughters she wriggled helplessly, trapped by both the pleasure and by the sandwich of warm soft feminine flesh. Jane could barely think. Distantly she knew this was wrong, wrong on so very many levels, but it just felt so incredibly good right now with her daughters taking her, fulfilling the irresistible desires they had somehow instilled in her. Deep inside she surrendered fully to the pleasure and simply lay limply, allowing the waves of bliss to wash over her as her nervous system burned and pulsed with every wicked sensation she had ever imagined.

Sandy and Beth smiled wickedly at each other as they released the modules at the same time. Simultaneously both of the modules came alive inside Jane, their writhing tentacles squirming in both her pussy and her ass as they slowly dragged themselves into both orifices. Jane climax again and again, her nervous system overloaded with white-hot pleasure as shattering orgasms overlapped and merged into one sensation of continuing impossible ecstasy as she screamed soundlessly in pleasure.

Beth and Sandy idly stroked their mother’s body until the modules within their mother’s body seated themselves and went to work, busily transforming her in both body and mind so that she could change into what her young daughters already had. Both beautiful young succubi left her alone to finish the metamorphosis while they dressed, it would soon be time to leave this area for new and richer hunting grounds.

When Jane arose she left the RV to find her daughters and six other succubi waiting for her outside, gathered together in group, stroking and fondling one another. She felt somewhat unsteady, unused to her new nature, filled with a hunger she could not place.

The changes to Jane’s appearance had been greater than those her daughters had undergone. She now appeared fifteen years younger and her body had been firmed and slimmed, each change designed to make the newly transformed succubus more desirable and better able to fulfill her function.

With knowing smiles the unnaturally beautiful women parted, revealing a young man in a deputy Sheriff’s uniform who was split held in the grasp of two of the succubi, unable to escape their grip. From his face it was obvious that he was experiencing both terror and arousal brought on by the transformed beauties which surrounded him.

The instant Jane saw him there, struggling helplessly against her sister succubi, her hunger gained a focus and a husky growl of arousal echoed from low in her throat. The newborn succubus’s demeanor instantly changed, no longer hesitant she moved with sensuous grace towards her prey with a seductive smile.

Reaching the deputy Jane studied him hungrily before closed her eyes and inhaled, taking in his scent and allowing a low hungry growl of lust and desire to escape her lips.

Jane leaned forward, seizing his head in her hand she kissed him passionately, plundering his mouth with her tongue while staring into his eyes until she felt his will become hers. Soon he stopped struggling to escape, instead his efforts were firmly focused on the overwhelming lust for this beautiful woman who had so entranced him. The deputy now wanted nothing more than to be allowed to leap on top of this vixen and mate with her until he emptied himself deep into her hot clenching womb. While his wish was not granted by the succubi restraining him, his desire was to be fulfilled in another way.

As the newly created succubus continued to kiss him she reached down and began fondling and rubbing his hardness through his pants. Finally tiring of this Jane grasped his belt in both hands and pulled outwards. Against her newfound strength his trousers tore like paper and her nimble hands were quickly pumping and caressing his naked shaft making the young deputy moan into her mouth as the seductress’s ministrations quickly brought him to heights of pleasure he had never known were possible.

Falling to her knees the new Jane took him into her mouth and accepted her new existence with a moan of pleasure. Closing her eyes the succubus savored every moment, the taste, the texture and the sense of power over the man she held in her mouth. Overlaying the entire experience was the sense of anticipation at the impending consumption of his life energy. She put her entire focus into the deputy’s pleasure, driving him ever higher so that the flow of energy would only be sweeter when it came.

When the young deputy inevitably came she let out a muffled moan of pleasure as both his semen and his life filled her belly. Once he was reduced to an empty husk Jane rose to her feet. The unnaturally beautiful woman wore a devilish smile on her face as she looked at her fellow succubi.

Her initiation was complete and they were now done here. This hunting ground was exhausted and the transformed woman craved far richer areas to both fill their appetites and spread their kind.

* * *

Landing + 5 days 7 hours

The area around the crater was a hive of activity. Blackhawk helicopters swept the area while Apache attack choppers hovered high above, ready to rain down destruction upon order. On the ground several platoons backed by heavy Abrams tanks were dug in, their weapons pointed towards the crater and the alien vessel resting within it.

In the command tent the Director watched the bank of video monitors as the infantry squad chosen to enter the crater itself slowly made its way down from the rim towards the bottom of the rock strewn pit. Each of the team was fully wired and everything they saw and heard was relayed back to the command tent to be recorded for meticulous study and review. They moved slowly in their Hazmat suits, weapons at the ready. Finally after nearly ten minutes of cautious advance they converged on the pod.

From close up it was obvious that the aliens were far ahead of human in both biochemistry and cybernetics. This vessel appeared to be a seamless mixture of biological and mechanical components. To the alarm of the assembled squad it began to open with a wet creaking sound, expelling a puff of sealed gasses and a great deal of slimy liquid.

The Director leaned forward and grabbed the microphone, punching the squads radio override channel and shouted into the mike, “Hold your fire! I repeat! Hold your fire!”

To the total surprise of all assembled what tumbled out of the pod was not an alien monstrosity but a sobbing and terrified teenage girl. It was quite obvious from the briefing material that this was Beth Parker. The Director’s eyes narrowed. Who or what had walked out of the desert, left the search party and the Parker family dead or missing and then escaped? Hopefully Beth, if she was truly what she appeared to be, would have some answers to these questions.

Almost unnoticed the pod had closed after disgorging its occupant, it now sat unmoving, seemingly oblivious to the presence of the squad around it, guarding any secrets it may have.

* * *

Landing + 7 days 1 hour

The Director regarded the silent men in the room. In their areas they were the premier experts and he had gathered them here to educate them to the nature of the threat that the nation faced. In his opinion there had never been a time of greater danger and these hand picked individuals were the best hope of survival in the growing crisis. Slapping his hand on the conference table he brought the meeting to order and motioned to his right indicating a balding man with glasses.

“Ladies and Gentlemen this is Doctor Wilson Zimmerman. He is one of our premier genetics researchers and was a major contributor to our scenario files for Case Orion, a then theoretical study dealing with alien invasion. He has been working on debriefing of the subject recovered from the pod. Doctor if you could give us a summary of what we have learned so far.”

“We were first attracted to this area by the discovery of the bodies of members of a search party who had by all appearances and tests died of a combination of dehydration and old age. In the desert dehydration might be expected but old age certainly was not, the oldest member of the search party was Sheriff Gibson. He was 47 years old. The youngest member of the search party was only 20.”

“State authorities called in the FBI who in turn called us in. We quickly ascertained that every male member of the search team had been discovered dead and that not a single female member of the team could be located. Evidence indicated that the men had been involved in sexual intercourse at the moment of death.”

“Due to the strange nature of the incident we initiated a number of steps including a review of NORAD tracking records reveals a faint orbital trace which terminated in the area in question seven days ago. Aerial surveys quickly located the impact site, we moved in and secured both the spacecraft and also discovered Beth Parker, the only have one human survivor who has had direct contact with the aliens.”

“It appears that the alien placed Miss Parker in a state of hibernation within its vessel and took on her appearance.” Wilson adjusted his glasses and cleared his throat before continuing, “It then proceeded to seduce and kill every man it met and to turn women into some type of drones to serve it. One of our teams tasked with locating the missing women appears to have located a group of women who had come into contact with the alien. They were able to kill two of them before being overcome by the remaining women. We have recovered two specimens from that encounter.”

That will be addressed in further detail by Major MacLeod. I will return to the subject of Miss Parker.” Wilson shuffled his papers and cleared his throat before continuing.

“Every single test we have shows that she is a perfectly ordinary teenage human female. Ultrasound and MRI show none of the alien tissue growth which characterizes the bodies of the women converted into drones. She is completely pristine. Not a single trace of biological contamination. Hell, there isn’t even a single scar on her body to indicate where the alien may have implanted her as it did the other women.”

“Wait! Do you mean not a single recent scar or no scars whatsoever?” There was a strange intensity in the Director’s eyes combined with what seemed almost like panic in his voice that both startled and confused Doctor Zimmerman.

“No scars whatsoever, even the full body surface scan didn’t pick up a trace of scar tissue. She is as pristine as a new born baby…” Wilson’s eyes widened as he realized what he was saying and looked into the Directors eyes as both men felt an icy sense of terror sink deep into their souls. Leaping to his feet the scientist slammed his fist into the alarm button which would initiate a full security alert and an instant lockdown of the base. Absolutely nothing happened and suddenly the boardroom was filled with a silence far louder than any alarm siren.

* * *

16 hours earlier

It had been so easy Jezebel mused. By time her pod was located the metamorphosis was almost complete, all that was left were a few minor internal changes which completed by themselves. The technology which was so mingled with her body to be for all intents and purposes an integral part of her had made it ridiculously easy to fool their scans. Passing all their tests she had been taken into custody and brought to the base, after more tests it had been determined to their satisfaction that she was a normal teenage girl, uncontaminated by any alien tissue. She had infiltrated their base with no effort. The hardest part had been restraining herself from feeding until the proper time.

The utilitarian garments that they had given her, a cross between hospital cloths and a prison uniform lay neatly folded on her chair. She lay back on the cold metal of the table as one of her young male guards gasped and strained between her legs, fucking her in steady rhythm that made her firm breasts shake with each eager thrust. The succubus arched her back and moaned as she ran her hands all over her body. As the young man began growling deep in his throat and thrusting harder a gleam of anticipation lit in Jezebel’s eyes and she raked her nails lightly down his chest as she swiveled her hips, reciprocating his thrusts as she urged him towards climax until finally he peaked.

Jezebel laughed wickedly when his seed spurted and flowed into her womb as her inner muscles milked and massaged his member. With the sudden flow of semen came the young soldier’s life energy and Jezebel bit back a shriek of pleasure as she drank in the energy, allowing it to flow until there was nothing left and the young man was but an empty husk. Closing her eyes she channeled some tiny portion of her own energy back into his body before pushing him off of her. The soldier’s body fell to the floor with his eyes glowing an unearthly green. His muscles kept twitching slightly as a conversion module slowly forced its way through the slit at the end of his penis and into his body.

Turning her eyes to the other guard she smiled. He too was under her thrall, fixated on her naked body and a slave to her will. Her pheromones had him so fully erect that he would have been in physical pain if he were not so entranced. Opening her legs wider Jezebel commanded him to step forward and take his place between them. As he entered her she let out a low moan of pleasure and crossed her ankles behind his buttocks grinding her swollen mons against her entranced victim’s groin before settling into a rhythmic pace. As they coupled the succubus released grunts of pleasure with each rough thrust into her body while she eagerly awaited the flood of life energy his climax would bring. As the two continued their wanton rutting on the table Jezebel’s new drone rose, the green light in his eyes fading away until he looked normal once again. Mechanically he dressed himself, sorting the discarded mixture of uniform pieces before taking his position by the door.

On the monitors in the security center alert eyes regarded the image of a thoroughly bored teenage girl slumped in her chair, idly toying with her hair and fidgeting while two armed troopers stood at attention by the door. Nothing appeared to be out of the ordinary.

Once she was finished with the second guard and all three were once again fully clothed Jezebel once again fell into the role of Beth. Bored, ordinary, teenage, human… With an inner smile she decided that it was nearly time for another tantrum again, after all “Daddy’s Little Princess” didn’t like being here and it wouldn’t do to seem too compliant. Both of her new drones were now emulating their former personalities and it should make an amusing show for the cameras. After that would be shift change for the guards and she could feed again. The succubus hadn’t had such an opportunity to fulfill her appetites in millions of years. It was almost difficult to keep from smiling openly.

* * *

11 hours ago

Heather had never imagined herself doing anything like this. While she had a well proportioned body and a bookish attractive look she had always considered herself a well reserved and somewhat conservative person who wasn’t likely to do anything “crazy”. Right now however she didn’t feel anything like her usual self as she gripped the shoulders of a man whose name she didn’t even know while he fucked her with hard fast strokes.

Heather had come around a corner while returning from the archives room in one of the lowest sublevels of the underground facility when she had nearly collided with a young soldier. Her squeal of startled surprise had been met by a predatory gaze. His intent eyes locked with her own and the researcher found herself unable to look away. For nearly a full moment they stood motionless in the deserted corridor.

Somehow the twinkle in his eyes had seduced her, lust at first sight and she had to have him inside her right now. Overtaken by a sense of feverish passion she had willingly allowed herself to be guided into this utility closet. He had freed his erect member which appeared almost painfully inflamed before tearing open her blouse in a shower of scattered buttons, revealing her full breasts confined by a sensible cotton bra.

That bra quickly fell pray to the same ruthless strength exposing her full chest to his hungry eyes. He fell upon the fleshy mounds, mauling and squeezing them while he captured first one hardened nipple and then the other in his mouth, nibbling and sucking until her breath came in short almost panicked gasps. Giving her a look that let Heather know exactly what he wanted. She allowed herself to be pushed back against the wall with a mischievous smile while she reached out and slowly pumped her fist up and down the length of his cock.

As he roughly yanked her panties down her legs and hiked up her skirt Heather arched her back and spread her legs wide. Her revealed vagina wept openly and trails of lubricating fluid ran down the young researcher’s inner thighs. When the swollen purple head of his penis popped inside her entrance the young woman let out a low guttural moan of animal pleasure. This felt sooo good. Fireworks exploded in her mind as the full length of his vein covered member plunged into her soaking mound again and again.

He seemed to have boundless stamina as he pumped into her like a machine. Heather experienced one orgasm after another as he tirelessly reamed into her. For nearly twenty minutes he didn’t let up, proceeding to fuck her until she couldn’t even scream in pleasure, only soundless gasps escaped her throat as her ultra sensitized cunt The first sign that there was something truly strange happening occurred when she felt his cock begin to swell within her, stretching her inexperienced vagina wide as the thrusting member continued to plunge in and out of her hot depths.

Despite the strangeness of the sensation Heather was helpless to resist the arousal flooding through her body in waves of white-hot pleasure. The swelling continued and soon the whimpering young woman felt it spread deeper into her body until it reached her cervix and began pressing against it with steadily growing pressure. With a yelp of shock she felt it pry open the entrance to her womb. The young soldier stopped his frantic thrusting and stepped back, his cock sliding from the distressed young woman’s vagina with a wet pop.

Even though he had withdrawn from her body Heather could still feel something remaining within her cunt. Frantically Heather clutched at her belly and moaned with despair and fear. She could feel a foreign squirming movement under the skin. He had left something inside her, something that was now crawling upwards into her waiting womb with a sensation that was both disturbing and pleasurable at the same time. Finally it reached its goal and seated itself within her uterus. Now it could begin its work in earnest.

Heather felt the strength leave her legs as a strange tingling and prickling began spreading outwards from her belly. Slowly the young woman slid down the wall, whimpering quietly in confusion as she felt herself slowly losing consciousness as her awareness faded away to be replaced by a pleasurable warm haze. From within this place the young researcher found herself being remade by the other that reached out from the haze around her, probing and molding her into something not at all human in a way which was all to seductive. With a mental whimper she gave herself over to this presence and fully embraced the ecstasy of surrendering her identify and humanity.

Emotionlessly the young soldier stood looking down at Heather, his instructions fulfilled he simply waited while the human woman at his feet twitched and murmured quietly as the conversion module he had been instructed to implant in a suitable host remade her into a suitable servant for Jezebel’s purposes.

After an indeterminable time he left the room and returned within minutes with a duffle bag. From that bag he began removing a laptop computer and other assorted personal electronics, a set of body armor and a quantity of additional ceramic armor inserts. From within the utility closet he also placed several bottles of chemical cleansers and solvents against the weakly stirring woman, making sure that all of the objects were in direct contact with her body.

Had he still been remotely sentient the young man would have been astounded as how the objects began to melt where they touched Heather’s body. Once they were broken down into suitable forms they were absorbed through her skin where they could be utilized in creating the modifications and devices which would assist the new succubus in her duties.

The new succubus being created on the floor was very different from those infiltrating towns and cities across the southwestern United States. In shifts Jezebel had taken six guards, animating them with her own energy after she fed and implanting each with a fresh conversion module. They had followed their instructions perfectly and each had implanted their module within an unsuspecting human female. This soldier had been the last one to fulfill his instructions and Heather was the recipient of the final module. Here stealth was unneeded and Heather’s conversion was firmly focused on combat and reproduction. Beneath her skin the absorbed armor was restructured into layered, making it far more resilient than the original material. All over the young woman’s body metallic implants appeared allowing her to tap into and control human devices and enhancing her senses.

Her right arm was now almost entirely artificial from the elbow down, the metallic fingers ending in long sharp claws of an advanced material capable of tearing through almost anything.

Heather’s flat belly slowly swelled as her reproductive organs were converted, even as her body was transformed new conversion modules were already growing within her fertile womb. Soon they would come to term, ready to be implanted into new hosts and begin the reproduction process all over again.

Like the other women already taken her body also received the same pheromone enhancements while her brain was also altered, gifting her with the power of suggestion and domination which had proven so successful in previous succubi. Her swollen vagina grew wet with her addictive honey while her already firm breasts swelled and minor imperfections vanished leaving behind smooth tanned skin.

When the module was finished the new succubus opened her eyes and flowed to her feet with fluid grace. Every inch of her body strummed with energy and new sensations. Despite the modifications she was incredibly beautiful, an almost artistic combination of feminine flesh and cold metal as she stretched, growing familiar with the changes within her body.

Reaching out with her new senses she felt the hum and pulse of the base wash across her and information flooded through both her organic and electronic minds which quickly analyzed and filtered it, gathering data about her surroundings. In her mind she heard the whisper of her creator, her master, her Queen. Obediently she listened as instructions flowed in.

Ignoring the ever-present hunger which was now buried deep in the core of her being Heather sat down to await her Queen’s signal. Over in the corner the soldier slowly slid to the floor, his task fulfilled and the energy which had animated him exhausted he collapsed back into the shriveled husk Jezebel had left him. The succubus did not spare the corpse even a single glance, soon would come the time for action, the time to feed.

* * *

The Present

After the alarm had failed to go off the Director had began trying to access any communications channel. With growing frustration and horror he realized that the base appeared to be electronically isolated from the outside world. At every turn his attempts were met by firewalls and dead air. While he worked frantically at his console every military officer in the room had drawn their sidearm and waited, poised for action and ready for any attack. The civilians in the room were sitting in their chairs, their bodies tight with fear and a sense of helplessly and confusion.

Without warning the boardroom door burst open, knocked off its hinges by an inhumanly powerful blow. Impossibly quick forms raced through the open door, moving so fast they were almost invisible blurs, and the room erupted in flashes of gunfire and shouts of excitement and pain. The fight was over almost before it began, the humans in the room unable to counter the speed and strength of their assailants.

As the devastating assault came to an end the succubi began moving at nearly normal speeds, revealing them to be both stunningly beautiful and disturbingly altered with metal implants scattered across their nude bodies. Casually they moved to disarm the final defenders until only one remained.

Heather’s attention swung to a gray haired Colonel, the last armed military officer standing, and she began seductively stalking towards him. He raised his gun and fired five rounds into the advancing woman only to see her smile and pluck his gun from his hands. Effortlessly she bent the pistol nearly in half tossed it aside before knocking him out with a single accurate blow.

As she turned to scan the room for her next target the wounds were already healing.

At the door two succubi had been waiting, ready to block any escape attempt. They stepped aside and the director saw a young woman with a familiar face walk into the room. Other than being fully nude she appeared perfectly normal. Calmly she regarded the boardroom, noting the collection of unconscious military officers and cringing civilians gathered around the table and lying on the floor in various states of semi consciousness.

She circled the room, her hips swaying seductively as she walked until she stood in front of the Director. Leaning forward she favored him with a teasing grin. “I though you might want to know that I am not Beth. She has already gone to spread the seed. She had given me what I needed to change from my original form to one more conducive for life in this environment. Thank you for bringing me here. I had never hoped to find such a perfect place to establish the new Nest.”

“We will stop you. You will gain nothing. Stop this attack. It isn’t too late for you to work together with us in peace.” Even as he spoke his own words sounded hollow in his ears. Already a slow burn of sexual arousal was beginning to burn in his loins at variance with how he should be feeling surrounded by alien invaders. Pushing on he tried one last plea, “You are now at least partly human. Join us, don’t fight us. You and the human women you have taken can be accommodated.”

“Ha! I have never been the least bit human. I wear this form because it allows me to move amongst you. They are servants of the Race, merely the breeders capable of spreading the seed. I am the Queen! I am what will replace you and spread to the stars in a glorious new Empire!” The mere suggestion that she lower herself to work in cooperation had awoken a scornful response from the beautiful succubus and her words lashed the Director as her eyes flashed angrily, “I will take what I wish and if you might me you will lose. Every race has a weakness. Yours is your sexuality. You are slaves to your desire to reproduce. Look at you! I have my pheromones turned down as far as I can and I can tell that everyone of you would like nothing more than to throw me to the ground and plunge yourselves into my body. It’s almost impossible to have a conversation with you humans.”

Suddenly a still attractive middle aged woman in a conservative suit and skirt drew a concealed pistol from its holster at the small of her back and fired three rounds directly at the succubus with deadly accuracy.