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The discovery of filter feeding proved to be a boon for the giant. The small swimming swarms which multiplied proliferously in the arctic climate were dense with calories, far more so than wood and cellulose had been; easier to digest as well. Shortly afterwards, Leviathan learned that the feeding tactic worked equally well on schools of fish. Not long after that, little sister discovered the even tinier creatures which the krill and ultimately all the sea life fed upon, quite literally the stuff that made the sea green. These microorganisms too, Leviathan learned to filter, not just in gulps, but passively through the gills as well. Leviathan became more prosperous than she had ever been, despite her increasing size and bulk.

The diet did come with changes, however. Leviathan lost much of the length of her neck, and her head became broad like a shovel. Her throat became ribbed with excess skin like the throats of the whales and this expanded into a great sac when she opened wide her jaws, just as wide as a snake might when swallowing an egg. Little sister did much to streamline their body, making for a smooth, if wide profile in the water flowing past constantly. The flippers elongated while the bones of the arms and legs shortened until the were very reminiscent of the flippers of the sea mammals. And behind her, the tail also shorted and formed very long dorsal and ventral protrusions which increased their efficiency of movement.

With the calories flowing into the great eater like never previously, Leviathan regained the lost weight in fat and then some before growing and even further increasing their lipid content. However, Leviathan found she missed the way her flesh had sagged and dangled and squished on land. In the sea, though she was soon fatter by far, Leviathan only grew wider and more massive. The only real evidence of her mounting obesity was the way the flesh bulged around the sockets where her four flippers emerged from her body. Their movement was only hindered slightly by the flesh welling around their bases from the round, massive body.

'Our percentage of body fat just past 60%, big sister.' said the tail as Leviathan closed her mouth upon the majority of a pink swarm. The cold water passed out of her gills slowly, filtering the nutrients and plankton out while the swarm squirmed, increasingly cramped and frenzied on her wide tongue.

'Are you displeased?' asked the head, savoring the taste of thousands of creatures milling in a writhing mix of bodies and seawater in her mouth. Slowly, she swallowed, dumping over half a ton of rich meat into her vastly reduced digestive system. She was blissfully unaware of the extra nutrients provided to her burgeoning figure by sunlight falling on her back in the shallow water, and still more from the creatures captured and digested in the feathery filters inside of her greatly expanded and multifold gills lining her thick, wide head and throat.

'Not at all. We spend hardly any energy moving our body in our daily routine and our body plan is hardly encumbered by it. In fact, the thick layer of blubber surrounding us does well as natural insulation so I hardly spend any energy keeping our innards warm.' said the tail and the head could sense her delight. However, the head felt anything but delight.

'I would have thought the news would please me, and it probably would have a while ago. But now... Now our fatty mass feels merely... natural. I miss the feeling of weight, I miss the encumbrance we used to feel and the way our flesh swung and dangled from our frame.' The head knew she was being wistful, but she could not help but express her true thoughts. It felt good to give her vague sense of dissatisfaction form in her mind.

'I'm afraid I will never understand this desire of yours, big sister.' said the tail, neither accusing or helpful.

'I never asked you to. But let us maintain our percentage of fat for now, little sister. I think becoming wider alone will give me little pleasure. Better to grow our frame further.' The tail did not bother responding, but just as ever, she did as she was bid and Leviathan ceased getting fatter and instead increased her length from snout to tail, inch by inch, and foot by foot.

In time, Leviathan grew to be many times more massive than even the largest whale in the sea. The demands of her tens of thousands of tons of flesh grew exponentially, but Leviathan was assisted by the increasing size of her mouth, which grew to be the dominant feature of her body. But equally important, her gills multiplied down the length of her neck and increased in length. Filtering the micro algae and other creatures from the water constantly as she breathed and filtered provided ultimately nearly as many calories as the act of eating itself. Little sister decreased the length and mass of their hind legs until they became vestigial and then were absorbed altogether and disappeared. 'They were providing little but drag at this point.' explained the tail, though the change had happened involuntarily from Leviathan's perspective as the tail had not consulted her. However, the head did consult with little sister about the matter of camouflage and as a result, Leviathan's belly grew to a pale white, the better to hide from prey from below, even as the skin on the back remained dark and continued to photosynthesize.

It was a quiet, simple existence. Leviathan would swim from north to south and back, following the availability of food. She swam with her mouth agape, filtering passively. She only closed it now when she would envelop a swarm of tiny prey. Sometimes a burst of speed was all it took to net a large quantity of biomass, other times she was more strategic, sometimes diving and then ascending on a confused swarm from below. Leviathan had learned a technique of blowing bubbles to simulate a net around a swarm to keep it from scattering from watching the air breathing sea mammals. Though she did not need them, Leviathan retained a small set of lungs inside of her, which she kept filled with air for just such a need.

Leviathan lived in the calm dimness of her animal mind until her mass exceeded that of 1,000 of the largest whales. Leviathan had lengthened and widened, the skin of the body smooth with a dense fat covering spread fairly evenly across her entire frame and meters deep. The great sea beast had two massive hearts now, one in her breast and the other closer to her navel and they beat in sync with each other, powering blood through vessels large enough to admit many of the medium sized sea mammals. Leviathan was so large now, she virtually created her own private ecosystem which moved with her as she swam the oceans of the planet. Her warm blood altered the temperature of the water around her bulk, allowing some microorganisms to thrive. There were still more creatures which lived solely off of the debris that flaked off of the huge body, either leftovers from feeding or dead skin cells. Small fish fed on the tiny organisms and larger fish fed off of these. Even larger fish simply used her bulk for safe harbor, either from rough waters or predators or simply to swim in her wake. A great number of fish attached themselves to her hide and suctioned off the slime and parasites that inevitably accumulated. Even dolphins occasionally swam beside her, treating her more as a moving landmass harboring a collection of fish than any real threat. And indeed, Leviathan could barely have harmed them. She had shed her venomous fangs long ago and her tail, though massive could hardly have moved with enough speed to do any of the happy creatures harm.

Leviathan found that she enjoyed the company. For most of her life, other animals had avoided her, and before that, she had had to hide like prey herself. Never had there been a sense of camaraderie. Even the mere presence of the fish near her was somewhat comforting and Leviathan felt less at odds with the world, even if the creatures were merely taking advantage of a favorable situation.

It seemed at that time, that life could simply go on forever like this, Leviathan growing and growing into the endless habitat that were the oceans themselves. But of course it could not.

Little sister roused the head from dim, slow thoughts. It had been longer than it had ever been before that the head had functioned on a minimal fraction of her grey matter and even coming to, she felt rather hazy and murky. The synapses in her grey matter had not been used in so long, they needed some time to realign into their old patterns.

'Hm... What...?' asked the head for she had forgotten entirely what little sister had said.

'I said we are approaching another wall, big sister.' said the tail.

'I see no wall ahead of us. The water is clear.' replied the head and it was not until little sister filtered understanding of the metaphor into her mind that the head belatedly understood her meaning.

'I mean that our size is creating a new barrier and I fear we will soon be in need of a new strategy.' explained the tail with perfect patience.

'I trust you to make any appropriate adjustments to our body, little sister. I don't think this warranted waking me up.' The head was testy in her thoughts. Her own fast thoughts felt oddly hot and uncomfortable in her own mind and already she longed for the ignorance and slow moving pace of her animal self.

'I woke you because...' and little sister terminated the communication with some emotion like a sigh. 'Let me start again. Do you remember the relationship between our length, surface area and mass as we grow, big sister?'

'Of course I recall, little sister... but feel free to refresh me.' replied the head, hesitating only a fraction of a second in their quick, spinal communication.

'Of course, big sister.' said the tail amiably. 'You remember that as we expand the size of our frame, or our length, our surface area grows by the same amount multiplied by itself. And our mass grows by the same amount multiplied by itself, not once but twice over. This is an inevitable fact of reality.'

'What does this lesson have to do with this wall you speak of?' said the head impatiently.

'I remind you, big sister, because all of our feeding ability is related to the surface area of our body, the cross section of our mouth, the area filtered by our gills and even the surface of our back where the sunlight falls on us. However, the Calories needed by our body increases with the mass of our flesh. So even as we grow and expand our ability to filter feed, our needs always grow faster.' The tail said this carefully and the meaning was unmistakable to the head, so Leviathan did not try to fight it.

However, the head felt a sliding chill up her long, long spine and in the pit of her great belly. Again, collapse and ruin threatened their placid, enjoyable life. 'Have our needs already exceeded our intake, little sister?' asked the head and dreading the answer.

'No, not yet.' said little sister and relief washed over the head so much that she waved her fins and tail in delight. 'I've been averaging our feeding schedule since we feed much more irregularly than in the past. At our current size, we are using just less than 95% of the Calories we ingest during a planetary cycle.'

The head winnowed her delight. 'That does not sound like a safe margin to live by, little sister.'

'It is actually bigger than it sounds. We ingest many, many tons of food regularly, so 5% of our total intake is actually a great deal of food. Even that season when you were thinking so fervently of food and our belly was empty, represented a decline of only 3% when averaged with the rest of the year.'

'So we can keep growing after all.' replied the head sharply.

'We could at that, for a while at least, but I think we should approach our problem from a different angle this time, well ahead of when we need to act. I suspect this time that you will not be able to procure a new feeding method, especially since our movement is already so languid and our feeding massive in scale.'

The head paused, just slightly embarrassed. 'No, I do not think that there are unexplored lands or seas where we could feed even more richly. Not after we have swam so much of the oceans. How do you suggest we approach the problem?'

'I think it may be time to grow a new brain for ourselves, as I mentioned after my inception many years ago.'

'Has the connection between us grown so vast that we need another relay, little sister?' _ thought the head towards the tail, which granted was now a vast distance down the spinal column from where she had been originally. In fact, by listening to the reverberations of signals down the spine, the lag time had increased from a couple milliseconds to over one and a half seconds, well over three seconds for a round trip. Speaking with little sister now had never felt more like speaking with an entirely different personality. _'I want my grey matter to be effective for you to use while I pilot us.'

'Well, actually, the lag time between us has been too poor to effectively use your grey matter for some time now, big sister.' _ responded the tail somewhat sheepishly, _'I've been expanding my own grey matter to compensate, so it is not a large concern. But I was not actually proposing a new brain along our spinal column.'

'Where then?' asked the head with some trepidation. The revelation that little sister both was no longer using the head's excess brain capacity and had increased her own brain mass was startling and disconcerting.

Little sister was quiet for a moment and the head sensed that another explanation was coming. 'Do you remember the slit on our abdomen, between where our hind legs used to be?'

At first the head did not have any idea of what little sister was talking about. Leviathan had to sort though her memories of her old body plan, all the way back to her original design. Fortunately, that body was so small, she could recall the locations of all her built-in organs. 'Yes... I recall.' said the head slowly. The signals being sent from the brain in the skull felt as though they were disappearing down a long tunnel as she sent them. 'We never used that orifice for anything important. I recall it had terminated in some vestigial sac after a short way. I routed our waste sac down that passage some time before creating you because I did not wish to taste the waste on my tongue, should the need to expel our waste emerged.'

'Yes, and I've kept the way you arranged things, even though we have not particularly needed to expel waste matter since entering the ocean. However, upon closer study of the cells lining the tract, I've found that they closely resemble the breeding sacs which many of our prey utilize for reproduction.' The tail spoke in a mounting way, as if actually excited about the idea in her mind.

'I'm afraid I still don't follow your train of thought, little sister. What has any of this to do with increasing our intake?' said the head in frustration and the great swimming beast lashed her tail once, very slowly, but still disturbing the swarm of fish swimming in her wake.

'It goes back to our simple problem of mass versus surface area. One of the ways we can increase our surface area is to occupy two bodies instead of one.' The tail said the last with a simulated note of triumph.

The head, though was barely following along. 'Two bodies? You mean we should reproduce, even as the animals and beasts around us do? I cannot see the point. How would that do anything to aid us in our growth?' Anger and frustration filtered into the head's mind, but in this moment, it was directed equally at the tail and herself, for the head suspected that she was still missing some vital concept that that tail seemed to already grasp.

The tail though, seemed immune to both anger or impatience. 'We are now as large as we can be and still feed effectively, big sister. But a smaller version of ourselves could feed even more effectively. Inside us, we have the means of producing not just another brain, but another body which can live independent of us. When our third sister grows fat with collected biomass, she can return to us and we can assimilate her flesh into ours. Thus, we can feed with two mouths, two stomachs, even three or four or a hundred! All our sisters could feed and collect biomass for us and then return to us so we need not spend any energy collecting it at all. In this way alone can I imagine us continuing our growth as we must so that you are content.'

'I can see now the vision you have for us.' said the head, slowly, sending pulse after pulse down the spine to the other person at the end of the tunnel who had no face or form to speak of. 'I must admit, I would never have imagined such a scheme, but it must be as you say. I cannot imagine any other alternative now that I am aware of our plight. Tell me though, how are you certain that this new sister, or perhaps daughter is more appropriate a title, will behave and obey us? Our daughter might grow fat and heavy only at the end decide that she would not rather return her flesh to us.'

Now was the tail's turn to hesitate. 'Well of course the daughters must return to us to be devoured. It will be their sole purpose. I am not sure where this idea of rebellious sisters and daughters came from, big sister. I have and always will be true to you for within you house our wishes and desires, not I.'

The head felt a little calmer now that the subject had turned to an area in which little sister remained somewhat deficient. 'Little sister, you are true because since inception, you have been a part of me, and even as you have grown and taken more responsibility and tasks to yourself, you have never felt what it is to guide us, to be independent. But if we follow your plan, and I fear that we must now that I have heard and understood it, our daughters will be more like me than you. They may think to preserve themselves for themselves rather than fulfill the purpose for which they were born.'

But from the feel of little sister's thoughts, it seemed that the tail was not entirely convinced. 'That seems like an unlikely outcome, but I can design into the brains of our... daughters, a great compulsion to return to us at peak size and lipid density. And... perhaps I shall not make them quite as bright as I, or you for that matter. The better so that they are not distracted during their task of collecting biomass for us.'

'Yes.' concurred the head, ignoring the slight from the tail. 'I would have advised the same.' The head was silent for several seconds, then contacted the tail again. 'When can we begin growing a new daughter for us, then?'

The tail replied warmly, 'Why, she is already growing inside our belly right now. By mass, she must already weigh 500 pounds at the moment. I don't imagine it will be too much longer before you can experience her emerge and see her for the first time.'

The head was silent, shocked once again by the liberties that little sister took with their body. But it was hardly worth complaining. The head had been completely unaware of any change within her. At last, she mustered a response. '_Then, I look forward to meeting her.' _

---

When the first daughter was ready to be born, Leviathan was definitely aware of a change inside herself. The body of the unborn daughter weighed several tons and yet was smaller than most of the organs inside the cavernous innards of the great sea beast. But though her mass was comparatively slight, the new daughter wriggled and twisted inside of her with a fearsome vigor, pressing against other organs and intestines beneath the dozens of meters of fatty layers Leviathan sported.

'Our daughter gives me indigestion, little sister.' complained the head after a particularly troublesome bout of twisting from deep within her bowels.

'She is merely a few hundred heart beats away from emerging, big sister.' said the tail, somewhat excitedly. 'She is anxious to be born and she senses how I manipulate the channel and the muscles around her for her exit.'

_'Well, tell her to be still until that time comes. I've just fed heavily on a school of large fish and the meal sits right on top of her.' _ said the head while pushing as much of her discomfort through to the tail.

'Well actually, our stomach lies a fair distance away from our daughter. You might be feeling her pressing more on our guts and kidneys which are closer.' replied the tail quickly.

'Whatever she is pressing on, tell her to stop. I'm not used to such motion in our innards!' protested the head. The tail often liked to focus on minute details rather than understanding the underlying meaning of her signals.

'Well, actually I can tell our daughter nothing. We have no neural connection with her.'

'I thought you said that you could engineer her mind so that she would behave and fulfill her purpose?' the head questioned with sudden apprehension.

'And so I have, during her maturation. I secreted hormones during the development of her brain to ensure her correct behavior. But never have I been able to speak with her as we speak with each other. That would require linking nerves between our brains, which would defeat the purpose of our independent daughter.'

'So we shall never speak with our daughter?' asked the head.

The tail mulled over the question for several long moments. 'I suppose not. After we release her, I expect she shall go off to feed in different areas than we are and shall not return until it is time to devour her.' _ Another long pause. _'Is it necessary to have speech with her?'

The head took a moment to consider. 'I suppose not.' she said after a while, though the prospect of seeing a new daughter was slightly less exciting than it had been before.

Some more time passed, then Leviathan felt a powerful muscle spasm very low in her belly. The pain of it made the huge creature thrash her tail and even close and open her mouth. 'Ow! What was that?' complained the head again.

_'It's time for our daughter to emerge.' _ said the tail and even as the head processed the signals from the other brain, another spasm tore through her lower gut. If she had still breathed air, she would have gasped.

The time it took the daughter to emerge was less than that of the time mammals spent on their own births, despite the differences in scale. The daughter passed quickly out of the abdomen and was squeezed down a muscular tract several meters long which traveled through the vast fatty layer which surrounded Leviathan's body. Even making the tract extend towards the tail, where the fat layer was not as thick, the daughter had a long journey, propelled by peristalsis and muscles grown for this sole purpose in the otherwise uniform adipose tissue. When she finally reached the slit which was the final exit to Leviathan's body, however, she began to stretch it painfully.

Leviathan opened and closed her mouth and thrashed her tail and waved her fins with the pain of it. Those were all of the ranges of motion that Leviathan had now that she had become a wide, fat filled filter feeder. Even her back was not capable of twisting more than a degree or two because of how thick and vast her torso was. The limited range of motion had never bothered Leviathan before this moment, but just now, she wanted to twist and turn to express her discomfort. _'This must end, little sister!' _ cried the head down the thick spinal cord to the hind brain.

'Only a little longer, big sister.' said the tail distractedly. 'Our daughter traveled down her path more quickly than I anticipated. I thought we would have more time to distend our opening.'

'Ah... ah...' _ the head sent signals of pain down the spine towards little sister. The stinging pain at the opening was more than she had had to endure for many long years. _'It feels as though we are tearing, little sister. Why did you not prepare for this ahead of time?'

'I... I thought it was unnecessary.' said little sister and her signals were filled with shame.

'Then slow down our contractions until you can expand the opening!' cried the head.

'I'll... try.' _ said little sister, but her voice returned only a few seconds later. _'Big sister, I've lost control of our muscles near the opening. Our daughter is secreting hormones to stimulate their action. We shall have to endure until the process is over. I'll diminish the sensation to you.'

Little sister did as she said and the pain from the opening under their tail lessened considerably. The head appreciated that the tail did not cut off the signals entirely, however. She had never liked feeling out of control of her own body. That little sister still understood her feelings on the matter was of some comfort, even as Leviathan felt her own flesh rip at the apex of her contractions. The newly created daughter slipped out of her in an opaque white cloud of blood and body fluids.

The body of Leviathan stilled, but she did not see her new offspring for some time. The great sea beast thought that she might have already swam off as little sister suggested she would, however she finally caught sight of her at a fair distance, swimming parallel to her own path.

The daughter was indeed shaped like a miniature version of herself, but only about size of an average sized whale, barely as large as one of Leviathan's own pectoral fins. Leviathan looked at her with one small eye, a tiny dot on a massive wall of dark green and snow white. The daughter's own eyes were sea green and large by comparison; Leviathan found them oddly fetching, but had no way of communicating that. Nor indeed did she have any way of communicating much of anything with this entirely separate being. 'What is going on in your mind, daughter of mine?' thought Leviathan, but received no answer, even from little sister.

They swam together, side by side for much longer than little sister would have thought, and the daughter's mind remained an enigma though Leviathan attempted waving a fin at her a couple times. 'Perhaps we should develop a symbolic language, such as I've heard from the dolphins and other cetaceans I've seen for the next daughter.' said Leviathan as she stared at her daughter swimming along side her, open-mouthed and full of hidden longing.

'Whatever for?' asked little sister in befuddlement. 'Such communication as you have described to me is nothing like a direct neural connection. Why, it is hardly communication at all. Might as well keep waving our fin at her.'

'Our figure is too vast and inflexible for body language, little sister. I was thinking more of vocalizations.' the head persisted.

'Perhaps...' said the tail resignedly. 'We have some vestigial structures I could repurpose for such a use if you feel that is a worthwhile function to have.'

'I do.' said the head as she continued to watch the daughter floating alongside her massive body, though nowadays at a much greater distance, so that she often seemed to fade into the green filtered light of the shallow water. 'And have we healed yet from our daughter's emergence? Are you planning on quickening another daughter soon?'

'Oh, that wound has already been healed for some time. It was a very minor injury all told.' said the tail dismissively, 'As for a new daughter, they have already started maturing inside of us.'

_'Them?' _ the head questioned with some alarm.

_'Yes, two this time. I found that after the first, our brooding sac has expanded sufficiently to allow a second. I think I would like to tinker with different body plans, as I recall a variety of different food sources from our past. One shall be another filter feeder, the other will be a meat eater.' _ The head felt pride washing off of the tail and so did not feel inclined to share her own discomfort. Leviathan simply resigned letting the breeding project be handled by little sister also. However, after this, the head found that little sister was far more inquisitive of the outside world, in particular the abilities and feeding mechanisms of the other creatures she saw.

It was not long before Leviathan's first daughter faded into the green distance and did not return. Leviathan found that she missed her presence more than she would have imagined previously despite the addition of two new lives growing ever larger within her body. The following year was spent in similar idleness to the years previous, Leviathan following the migrations of fish and the seasonal blooms of krill and algae. However, little sister kept her awake much of the time, pestering for her to relay not just her observations of the behavior and bodies of other creatures, but the meaning behind those observations as well.

'What is the significance of the shape of the fins on this fish we've recently digested, big sister?' the tail would ask, drawing the head again out of her reverie from complex thought.

The head racked the memory of the shape impressed on her mind from little sister. 'That is a flying fish, little sister.' said the head, now having to demonstrate patience herself, 'I've seen them escape predators by fleeing out of the water, though this one seems not to have been fast enough.' Leviathan made the assumption, she had no recollection of the countless fish entering her gullet at any given time when she fed on a school or swarm.

_'Do they truly fly? The shape seems queer for flight, unless my memory of the density of the atmosphere has grown foggy.' _ asked the tail excitedly.

'I do not know, little sister. I've only seen them exit the water in a steep climb and they do not come back down anywhere near by. Maybe they glide a ways and fall back into the water where I cannot see.' It was hard for the head to even summon enough interest to relay her memories of what she had seen of that specific variety of fish.

'I see, I see.' said the tail, with enthusiasm, however, and blissfully, Leviathan could feel little sister sinking again into her own thoughts. 'An excellent hypothesis, big sister. I will assume that to be the case until we have more information. The next time we see this type of fish, would you open the feed from the eyes for me?'

The head did not bother to answer, but it hardly mattered. Little sister's zeal for all information related to biology and the physics of body plans was undying.

When the daughters in Leviathan's bowels had grown large enough to again irritate her when they disturbed her internal organs, the head asked, 'How much energy are we spending on manufacturing these daughters?'

'A good deal, big sister, but we can afford it. Their maturation is costing us about 3% of our average Caloric intake.'

'Does that mean that we have a 2% profit left from all the food we devour?' asked the head, recalling the earlier figures little sister had demonstrated.

'That's right.' affirmed the tail

'What are you doing with that excess?' asked the head in a way that her emotions accompanied the words.

Little sister seemed to sense the head's thoughts, for she said, 'I'm merely storing it away as extra fat for now. Extra fatty tissue is not as costly to maintain as muscle and bone and we can recoup our stored energy much more easily.' Little sister was hoping to please the head, and she succeeded.

The head felt more comfortable for the news. 'I'm glad to hear that's the case.' Even though her body was composed of over 60% fat, the knowledge that she was still adding to her excess tissue was fulfilling in a way that was hard to define. It was a means to satisfy her lust for largeness even though she could not eat enough to sustain real growth anymore. However, it was the knowledge of little sister's plan to escape that reality and eventually become even more gigantic that enabled her to feel this way at all. The craving for fatty flesh surrounding her was not alone enough for Leviathan. She had a deep compulsion to increase her size that could not be suppressed.