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In space on coarse for the Jovian populated outer system, the Sol Invictus along with her twelve escorting destroyers sliced through the fabric of space. Curving visible light spilled over an invisible shell of artificial gravity surrounding each ship as they moved faster then light. The gravimetric displacement manifold or warp drive (To the non engineers.) is the only way known to Earth kind to travel long distances in the solar system in a timely manner. Nothing with mass can travel faster then light, so a ship forms such warping fields around it to pull and push space around the ship which is secure in the field itself. The visible light they sailed through turned a brilliant blue up front, then red shifts in the ships wake, creating a cutting wave of rainbow colors as the fleet of Earth born ships accelerated past the speed of light without technically moving at all.

On board the new battle carrier, in the CIC, Admiral Grey, Commander Val and a select group of key officers stood around the main command and control station in the centre of the CIC. A large flat glowing table that projected holographic information and mapping of the Sol System, it's objects and the projected coarse of both their and the enemy fleets. "Based on the information we have gathered from various probes that have made contact with the Breeder fleet, I think we should be able to intercept them here." Admiral Grey pointed at a dense cluster of objects on the floating holographic display marked J/L5. The location being sixty degrees behind Jupiter's shared orbit, an asteroid field known as the Jupiter Trojans. Commander Val leaned forward on the table looking at the floating hologram. "Based on our relative velocities, we COULD get there first. Ambush them. I like it!" Val looked to her commander who smiled and nodded at her. "I'm glad you approve." Admiral Grey looked to the front of the CIC where a group of officers at a collection of holo-screen consoles sat in a row, the helm station of the ship. "Once we clear the Asteroid Belt, set a coarse for the Jupiter Trojans, full warp velocity." The officer in command of helm looked back. "Jupiter Trojan, full warp, aye!"

Breeder City

Episode 4: War

The Hyper City sky line glowed with it's neon lights, a deep shadow soared across buildings cast from an unmarked drop ship that landed on the roof of an undisclosed tall building. The roof opened letting the robot piloted craft descend into a hidden hanger. As the craft powered down opening it's rear doors, Beta, Delta and Epsilon disembarked, their faces exposed from their raised armored visors. Ms. Ying and the Professor stood in the hanger waiting to meet with them. "Hey! Why did you make us pull out of there? Why did you make us leave Chel and my mother behind?" The Professor raised a hand. "Calm down young lady, Trixi's sensors picked up a dense cloud of pheromones coming from her body, we couldn't risk loosing everyone to its influence." Nina threw a finger down stiffly. "We need to go back right now and rescue them from that bug bitch! You wouldn't be holding back if it was Lynn back there!"

Suddenly a loud slap echoed across the hanger. Nina held her cheek looking back at a very angry looking Ms. Ying. "That is enough, this might not be the Security Force but you will mind the manner in which you speak to the Professor. Get inside to decon and go let your MAX suit charge NOW!" Nina flinched with that final and powerful word and started to walk past Ms. Ying in silence. Lynn and Trixi stared with a hint of fear in their stance. "What are you two waiting for, Christmas?" "Right, sorry!" Lynn followed Nina, and Trixi slinked by fearing the righteous hand of Ms. Ying's judgement. The Professor tapped his fingers on his cane, standing in silence. "That was....a bit much, don't you think?" Ms. Ying's eyes darted to the side to look at the older cat. "What was that?" The Professor jumped a little and took a step back. "Nothing...I just..." Ms. Ying exhaled. "Sorry, sorry. I'm a little stoked up right now." The hanger grew silent with the weight of the night's events.

The next day racked the city with an air of nervousness, the citizens of the great metropolis of Hyper City were bombarded with an all day NEWS broadcast of the Breeder attack that happened the night before. A large number of people, killed and violated by the sudden Breeder attack that DIDN'T come from the sky. By the time the second district Security Force precinct engaged the aliens on site, the victims were already gone. The highest ranking officials taken, the Chancellor herself among them, the greatest blow to the leadership of the city-state. Not surprisingly absent from all the stories, was any mention of an insect woman and her battle with the armored vigilantes, the Sabre Scouts, despite the video evidence. Such discussions were left to blogs on the network and Sabre Scout fan sites. The vids of the attack were sanitized on all mainstream platforms, abound with theories and panels of analysts proclaiming motives for a species they truly don't understand. Celebrities of holo-vids and shows, absent of any actual ability to effect anything broadcast messages of solidarity and outrage. Information floated about absent of facts or understanding but endless interpretations and opinions. That didn't stop people from sharing the unedited vids on porn sites, especially of Chancellor Aaron. One name however started to spread like wild fire, a name that sparked speculation, curiosity and fear at the same time, Legion.

A number of floating holo-screens lit up Ms. Ying's operator's station, from here she would act as the Sabre Scout's operator, the person to relay information and coordinate their actions in the field. The screens showed different channels broadcasting the NEWS of the attack as she worked going over the combat data from their newest antagonist. Trixi walked up behind her with a holo-tablet in hand. Dressed in a similar manner as Ms. Ying, being the panda's intern. "I finished going over the data I collected on the pheromones and sent it up to the Professor for his modifications. Did you find anything?" Ms. Ying turned in her comfortable chair, her long naked legs crossed. "Only that this "Legion's" boasts was correct, the force of impact on the MAX suits was higher then the modified strength output of the suits themselves. She's strong." Trixi frowned. "She didn't seem all to conflicted about what she was doing either, it was a mistake trying to bring her in."

Ms. Ying continued. "I've also been thinking about what Steven Fairchild was saying about the voices his sister was hearing." "Split personality disorder?" Trixi interjected. "We know the Breeders don't communicate like we do, we have always speculated that it's some form of telepathy or psycho communication. It's possible these so called whispers are her normal brain trying to make sense of the alien's unspoken language. Sort of, translating Breeder communication into something her Earth brain can understand, but ends up being gibberish." The voluptuous panda made a look of contemplation.

The door to the operations room slid open and Nina stepped into the room. The girls spent the night at the building, waiting to go out on the attack again. Of everyone in this little group of heroines, Nina was the most high strung. "Please tell me your close to letting us go out again, I am going insane waiting around." Trixi nodded understandably. "Why don't you do something to get your mind off of it." Nina frowned and shook her head, her purple pony tail waving behind her head. " I spent the last four hours in the gym, I took like three showers." Ms. Ying adjusted her glasses and took a deep breath. "I understand what your going through." "DO YOU!?" Nina interrupted her. "Every damn time you girls go out!" Ying countered, silencing the doberman. "Every mission might be your last and the Professor and I are responsible. Every time I have to sit RIGHT here and watch you fight, knowing maybe you might not come back, and do nothing but wait."

A moment of silence filled the room and Trixi looked back and forth between the two. "Listen, we can track Chel's suit and locate both her, your mother and everyone else. The Professor, right now is working on a new round of nano-machines to counter the effects of Legion's pheromones." The petite skunkete tried to defuse the tension and Ms. Ying continued. "Once we are done, we will go out and get them back, I promise, you will get your shot." Nina slumped her shoulders and a look of distraught crossed her face. "I'm sorry...I'm just..." Ms. Ying adjusted her short business skirt as she rose from her chair and wrapped her arms around the doberman, Nina could feel the soft squish of her huge breasts as she buried her face into them, as tears filled her eyes. "It's alright, like I said, I understand." She said in a motherly manner. Trixi watched this, her blonde brows rising as Ying looked over to her. "Come on then, get over here." Trixi dropped the holo-tablet on the table and ran over, hugging them both.

The tender moment was short lived however as a red tinted holo-screen popped up, Ms. Ying broke the hug and walked over to the operations console. "What is it?" Ms. Ying took a moment to read everything. "A Breeder attack, looks like they are going after a subway station, they came from the tunnels. Lock down orders are already being broadcast and the streets are being cleared of civilians for the district." Nina hit her palm with her fist. "Where?!" Ms. Ying looked back. "Here, on the other side of THIS district!" Nina started to turn. "Tell Lynn to meet us in the hanger, I'm not letting Legion do what she wants in my city." Trixi started to follow. "What about her pheromones?" "Wait!" Ms. Ying stopped them. "Maybe we can use this to our advantage." The two girls stopped and looked at the busty panda with interest. "If Legion is leading them, she's probably at the attack like she was at the fundraiser. If we trust the Security Force to do their job, we can zero in on the Alpha MAX suit and launch a counter attack without running into Legion herself."

Nina thought for a hot second then nodded. "OK, let's do it then, where can we find Chel?" Ms. Ying rapidly hitting holographic keys making a new holo-screen pop up in front of her. The screen showed a map of the city and with each passing second it zoomed in closer and closer, the orbiting private satellite, Sky Vault seeking out the Alpha MAX suit. Soon a red marker on the screen appeared in the shape of the Greek letter alpha and Ms. Ying perked up. "She's moving? Wait, is that where I think it is?" Nina and Trixi stretched their necks to look at the floating screen.

Outside the very building the Sabre Scouts call home a large transport truck slowly pulled up and stopped outside the front steps. The streets seemed silent, the Breeder attack had activated a lock down order for the district, people fleeing and hiding in whatever nearby building. Each building required by law to have basement level shelters open to the public. The driver of the transport truck stared off into the distance, distracted with an intoxicated like smile on his flushed face, the sweet and fruity smell filling his senses.

The back door to the long trailer raised, slowly revealing the tall naked and curvy insect woman, lifting the door with a single arm and a pleased smile on her black lips. The sounds of the alien insect clicking could be heard from the dark depths of the trailer. Legion looked around the evacuated street with her many black eyes, seeing only a single car drive by. "Come children, we have work to do." Her antenna wiggled and a cacophony of clicking flooded from the darkness as Breeder warriors spilled from the transport truck onto the street with their many legs. "Haaa hhhaa hhhaa aaaaahh!" Moans of pleasure could be heard from inside the trailer. Legion looked back seeing Alpha on all fours, one of her warriors mounting her vigorously driving it's inseminator cock deep into her wet pussy, bug cum dripping as pupae squirmed on the floor of the trailer. Alpha's big tits bouncing under her, hard nipples flicking milk at Legion. "Thank you for giving us the information we needed, your friends will be joining you soon." Alpha moaned with pleasure with a smile on her lips, her wet tongue hanging as she cried out. Her senses flushed with the alien woman's pheromones and the sensation of the thick studded inseminator thrusting against her cervix. "Aaaahhhhh oh god!" A rush of bug cum filled her uterus and squirted from her pussy onto the floor.

Legion jumped down onto the street leaving the captured Sabre Scout behind, her big tits heaving from the landing. The Breeder warriors moved as one curving like a river toward the building and up the stairs, Legion walking among them stretching out her bladed legs. The Breeders leading the pack picked up speed and smashed themselves into the glass front cracking it, they clawed at it furiously smashing through the clear barrier. The Breeders flooded into the lobby and Legion came face to face with a Jeeves robot. "Intruder, you are trespassing on private property." Legion grabbed the robot by the head and squeezed making the metal crumple in her powerful hand. "Disgusting false life." With a quick jerk Legion pulled the robot's head from it's body. "Intrudeeeeerrrrrrr...." The headless Jeeves fell to it's knees then keeled over. Lynn stood in the elevator as it moved from the garage, wearing short cut off jeans that showed the bottom of her ass as a loosely draped RAD shirt that showed her shoulders accenting her large breasts. Her feet adorned with knee high black heeled boots. The elevator opened and Lynn, distracted by her comm device looked up seeing Legion, gazing into her many compound eyes. Before the green braided lioness could even do anything, Legion grabbed her by the neck pulling her toward her. "Hello Sabre Scout, we told you we would find you." "Hrmmmmmmm!" Legion pressed her black lips against Lynn's and walked onto the elevator with her.

Above all this, Ms. Ying, Nina and Trixi watched on in horror. Several holo-screens hovered above them, showing the attack in progress from the security cameras in the building. Breeders crawling up the elevator shafts, bending and ripping vent covers from the wall, attacking and fighting Jeeves robots. One screen showed Lynn, trapped in the elevator with Legion. The insect queen stood behind her as they kissed, their wet tongues playing back and forth while Legion squeezed and played with Lynn's big tits, exposed from her lifted shirt.

"Son of a bitch! She came for us here!" Ms. Ying slapped the console in front of her. "Good, I'll make her tell us where the others are." Nina tightened her fists but was stopped by Trixi. "...but the pheromones..." The voluptuous panda turned to face them. "We need to get up to the professor, this was all planned." Nina cocked her head. "What do you mean?" They all started walking to the automatic door to leave the room. "The other Breeder attack was a distraction, to draw the attention of the Security Force and clear the streets. Legion's real objective is us!" Nina followed, pulling her service pistol from a holster attached to her shorts. "How did she find us?" Trixi pushed a key on the wall to the private elevator in the Sabre Scouts headquarters. "If Chel is under the influence of Legion's pheromones, she may have unintentionally brought her here." Nina suddenly looked angry. " I don't buy that for a second!" Ms. Ying's attention was grabbed by a chime from between her huge breasts. She pulled out her comm device. "Ms. Ying!" The Professor's voice was heard. "We know, we are on our way up, stay safe."

"Haaa hhaha aaahhh aaahh ooohhh damn!" Lynn's big tits bounced in front of her as Legion lifted her against the wall of the elevator, her legs spread wide the Legion's big cock fucked her wet pussy. "Haaa hhaaa hhaa!" Legion moaned with pleasure with her latest victim holding her against the wall, thrusting her big cock while the lioness' black heeled boots bobbed in the air behind her. "Ah aahh aahh hhahaa nnaahhh!" Lynn moaned with pleasure feeling the big cock fucking her push against her cervix. "Yes! Yes! You feel amazing!" The insect queen increased her pace making both moan louder with pleasure. Legion and Lynn's big tits bounced other, their hard nipples flicking each other. Lynn's ass jiggling as the big cock fucked her wet pussy, pussy juices dripping onto the floor below. The girls moaned with pleasure together as the numbers on the elevator climbed higher, their bouncing bodies moving to a faster rythem. "Ah ah ah ah ah ah oh fuck...hhahaaa!" Lynn cried out bouncing on the big cock fucking her with her back to the wall. "HAAAA YES!" Legion cried out pushing as deep as she will go, pushing their big tits together and kissing the moaning lioness. "MMMMMMMM!" Lynn felt the hot rush inside her as Legion filled her uterus with bug cum.

The elevator finally reached it's destination and with a chime the doors slid open allowing the naked Lynn fall out onto her side with a moan from her lips, cum dripping from her pussy. Legion stepped out, she smiled looked both ways, her big cock throbbing with cum dripping down her thick shaft. "Now where are the rest of the heroines?" She mused to herself hearing the skittering and clicking of the Breeders coming up the elevator shaft following her.

The doors to the private elevator chimed and glided open, Nina stepped out with her weapon at the ready covering Ms. Ying and Trixi as they moved into the polished hallway. "Move, move." A loud crash could be heard down the hallway as a vent cover burst from the wall. Breeder warriors started pushing and crawling out making their clicking noises. "Get to the nano-tech lab!" Nina called back to the other two, opening fire. The bullets ricochet off the armored carapace of the giant insects, some landing good hits on soft targets making the creatures whine in pain. "We need to move quickly before Legion gets into range, otherwise we are done." Ms. Ying called out running, huge breasts bouncing, from the attacking aliens as Nina laid down covering fire.

Just as a gap opened between the doberman and the others two girls a second vent cover between them burst from the wall, revealing even more Breeders flooding into the hallway. "Nina look out!" Trixi called back, the purple pony tailed doberman looked back seeing she was being cut off from the others. "Get out of here!" Nina called back seeing the slowly closing elevator door they came from and she ran and jumped into the small compartment, but as she did so a Breeder warrior lunged at her, it's front bladed leg catching her in the side, cutting her as she screamed out. The elevator door closed and Nina had made it, laying on the floor as blood started to spill from the wound on her side. "Damn it!, damn it all." Nina slowly stood and hit the button for the 38thfloor.

The doors slid open to the lab and Trixi ran in with Ms. Ying fast behind her. "Thank goodness you made it, where are the others?" The Professor walked over to the girls with a look of concern on his face. The voluptuous panda opened a panel next to the door and pulled down a lever, hearing the magnetic locks seal the door they just came through with an audible thud. "That should buy us some time." She huffed. Trixi wrapped her arms around the Professor. "They were taken by the Breeders!" muffled thuds came from the sealed door as large dents started to form from the alien insects trying to break into the room. "Oh my..." The Professor said quietly to himself. "Professor, we need to get out of..."

Ms. Ying's sentence was cut short by the chime coming from cleavage. The voluptuous panda produced her comm device and turned it on, Nina looking back at her. "Nina!" Ms. Ying yelled. "Nina!" Trixi echoed the panda with excitement, the Professor exhaled a sigh of relief. "Yeah, I'm fine for now, heading to the hanger, can you guys get up here?" Ms. Ying thought for a second. "The path to elevator three should still be clear, we will meet you up there, get the drop ship prepped, Jeeves-12 should be able to help you." Ms. Ying trying to talk over the loud thuds coming from the door behind her. The Professor made his way over to the table he was working at and grabbed an open case with several vials of an amber liquid, a cold mist wafted from the case as he hit a button to close it. "Come on ladies, this battle may be lost, but I have no intention on loosing the war." The Professor led Trixi to the other side of the room.

Just as Ms. Ying was about the follow the muffled thudding from the door suddenly stopped. Ms. Ying turned to investigate seeing the badly battered door silently standing there. Suddenly half of the door bent inward opening a gap, while the other half, as if kicked by some great force was blown off the frame. This surely would have killed Ying if she hadn't thrown herself to the floor with a scream. It all seemed to happen in slow motion, just as she hit and slid against the floor, the dislodged door flipped over her, struck the floor in front of her, bounced then slid across the polished floor toward the Professor and Trixi.

They watched Breeders swarm into the room, spreading out, crawling on the walls and in the middle of all this, Legion slowly walked into the room with a smile on her face. Ms. Ying watched the insect queen from the floor, naked and walking with a swagger in her hips. Legion looked down, her many compound eyes focusing on the voluptuous panda. "We have come for you, it is time to end this little private war of yours." Ms. Ying narrowed her eyes in angry defiance. "Fuck you!" Legion smiled, her black lips curling at the ends. "Oh, you will." Breeders grabbed Ms. Ying by her long naked legs and dragged her into a group of alien insects. "Aaaahh! Bastards!" The busty panda struggled against her attacked as they ripped her cloths, her huge tits bouncing free as she fought them.

"Professor we have to go!" Trixi pulled on the arm of the older cat leading him out of the room. The only thing keeping her outwardly calm was the idea that she is Ms. Ying's intern, it was up to her to pick up the task and protect the Professor. The Professor grasped his cane in one hand moving at an uncomfortable jog, the freezer case under his other arm. Trixi had run ahead to call the elevator, repeatedly hitting the touch pad button in a futile effort of urgency. The sounds of clicking could be heard in the hall behind them, the Professor looked back seeing Breeders crawling on the walls, and Legion calmly and casually walking after them. They could vaguely heard the muffled cries of pleasure being made by Ms. Ying whom they had to leave behind. "Why bother fleeing? Of all the ends you could meet, the one with us can be a pleasurable finish to your story." Legion called out after them.

The elevator opened and Trixi grabbed the Professor by his coat and pulled him in letting the door close. "Shit, this bitch is scary!" Trixi cursed out, feeling the elevator ascent the building. "Chel...Lynn...Ms. Ying...this is my fault." The Professor huffed clutching the cold case, prompting the petite skunkete to look at him concerned. "No...that's not true..." She could feel the elevator come to a stop and the door opened to the hanger.

The roof door slowly opened letting the sunlight spill into the hanger, the air in the vast room that took up the entire floor grew warm as the drop ship started to power up, it's anti-grav engines vibrating. Nina stood at the open rear ramp of the drop ship holding her side hunched over. "Get ready Twelve, we're about to leave in a hurry!" She called up to the cockpit then seeing the Professor and Trixi run across the hanger toward her. "Where is Ying!?" The Professor just passed her with a depressed look on his face and Trixi just frowned and shook her head.

A pair of bladed Breeder legs pierced the elevator door and forced it open, Legion stepped out from the destroyed elevator while her Breeder warriors crawled out from the hole she made in the floor. Nina back up the loading ramp to the drop ship and raised to aim her weapon, muffled gun shots rang out under the sound of the drop ship engines, the bullets ripped through Legion making her stumble. Nina reached to her side and hit a button making the ramp close as the drop ship started to take off, rising out of the building. The Breeders surged forward and started climbing on top of each other making a crawling ramp to give chase to the flying machine. Legion broke into a run and started jumping up the make shift ramp, and when she reached the top she leapt into the air sailing toward the escaping survivors. Legion's powerful jump fell short as the drop ship pulled away, her bladed legs reached out and just scratched the bottom of the craft before she started to fall. Legion came back down and fell into the hanger, power landing on the metal floor with a loud clang. As the Breeders clicked and crawled around the hanger Legion slowly stood looking up, watching the shrinking drop ship fly away, her black lips stretched as she smiled.

Legion walked back into the lab toward the various sounds of pleasure, Lynn and Ms. Ying moaned with pleasure being fucked by the giant insects. Ms. Ying cried out on all fours, a warrior mounted on her back. Her soft ass jiggled as the thick inseminator fucked her wet pussy, her huge tits bouncing forward from between her arms, hard nipples flicking. "Not as big a catch as we hopes, but this will do." Legion looked down at the voluptuous panda getting fucked. Legion big cock once again grew from her clit pointing up at her. "Haa hhaa hhaa aaahh!" Ms. Ying cried out in pleasure as Legion directed her big cock to fill her moaning mouth and started moving her hips forcing Ms. Ying to suck her big cock. "Mmmmffff mmmmfff mmfmff mmfff!" Ms. Ying's eyes slowly softened while wet mouth slid on Legion's big cock while she moaned, the sweet smells filling her senses, her mind clouding with the pleasures Legion had to offer.

The Breeders that filled the laboratory clicked and stood around watching the impregnation of their mortal earth enemies who cried out and moaned with pleasure with their leader. "Mmmff mmfff mmmfff mmmfff!" Lynn moaned with pleasure between two of the Breeders, laying on her side with one leg raised, pressed against her body while her milk dripping big tits bounced unevenly. A thick inseminator quickly pumped into her cum filled pussy while she grasped and sucked on a bug cock with her welcoming mouth.

"Ooohhh oohhh aaaahhh hhhhaaa nnnaaaahh!" Ms. Ying lay upside down on her shoulders, her hips in the air with her legs spread wide as she held one. Her huge tits bounced in her face, she watched helplessly as Legion's big cock fucked her wet pussy above her. Legion moaned with pleasure, her big tits bouncing with her hips. Ms. Ying's and Legion's asses slapped and jiggled together. "Haaa hhaa aaahhh! Yes! You will make an excellent addition to our growing collection, you will help us make many of our children!" "Aaahh Naaahh ooooohhh!" All Ms. Ying could do was moan with pleasure, Legion's big cock continued thrusting into her wet pussy. Legion moved her hips faster causing both of them to moan louder. "Almost....there...we are....aaaaaahhhh!" Legion's big cock throbbed and cum started squirting from the panda's pussy across her ass, feeling the hot stuff fill her uterus. Legion quickly raised her hips letting her big cock slide out and squirt a final stream of cum down onto Ms. Ying huge tits and face as the Panda screamed. "HHHHHAAAAAAA!

The unmarked drop ship flew over the tall buildings of Hyper City, inside it's three living occupants and it's robot pilot sat in silence, going over what had just happened in their minds individually. Nina sat in one of the secured seats still clutching her side from her bleeding wound and huffed staring at the metal plating of the floor. "I'm....I'm sorry girls, I didn't..." The Professor started speaking while staring at the cold storage case on his lap. Trixi placed a hand on his shoulder. "This isn't your fault. Did you finish the new Nano-machines?" The professor nodded placing a hand on the top of the cold storage case. "Good, cuz we are getting the others back, and I don't know how, or when, but I'm going to beat the fuck out of that bitch." Nina said with a look of determination on her face. "...and if anything happens to our friends, I will rip her apart with my bare hands." The unmarked drop ship sailed through the air flying from the building the Sabre Scouts thought was their safe haven.

Out in the depth of space, approximately 5.2 A.U. Away from Earth and sixty degrees behind the gas giant drifts a field of asteroids known as the Jupiter Trojans. This vast field of millions of uninteresting rocks with at least a million of them larger then a kilometre in diameter, drift silently in a co-orbital position at Jupiter's fifth Lagrangian point. This point in space and time was chosen as the possible place to decide the fate of a world. Just now, above the Trojan field, fifty or so massive organic space creatures sailed through space avoiding the floating objects. Using their own method of FTL they had been jumping from point to point, slowly inching their way to their objective, the third planet of this star system. Their lack of direct flight seemed to indicate a sense of caution, but on this day, it did not pay off. It is not understood how these Space Breeders perceive the universe, their senses as alien to their smaller terrestrial kin as they are alien to the beings of Earth, but one thing was for sure, they did not know they were being watched.

Large rocks drifted in the near vacuum of space. Behind one such rock a large machine in the shape of a man, with a load out of missile launchers, holding a large shield in one hand and a beam rifle in the other, drifted out into the open. The pilot of the Gemini battle suit, gripping the controls, looked up through his multi-monitor cockpit seeing the many huge creatures. "Oooookay, here we go." He nervously whispered to himself. The pilot looked over seeing an icon on one screen indicating another Gemini in the distance, also hiding behind a asteroid. With a manipulation of the controls attached to his chair and consoles he commanded the machine to shift and raise it's shield signalling the other. The distant Gemini shifted and did the same in a chain of signal communication. In fear that the Space Breeders could sense or otherwise detect radio waves, it was decided to be as technological silent as possible. The last Gemini in this chain shifted to face the destroyer Perseverance and started to flash a light from it's head.

In the Perseverance CIC an officer watching a holo-screen looked up at the commander sitting in a chair overlooking the room. "Light burst communication received, enemy contact one thousand one hundred kilometres, zenith forty-two degrees. Flash point transmitted to fire control." The commander of the destroyer narrowed his eyes and tented his fingers. "So it begins...Fire control prepare to launch, after the missile clears the Trojan field, send radio comm to the Sol Invictus that we have engaged the enemy." The CIC became abuzz with activity, fingers running wild on holographic keyboards and officers speaking over each other through their head sets. The commander adjusted himself in his command chair. "All hands action stations, prepare rail gun batteries for ship to ship combat, fire!"

A section of the Perseverance's hull sank, revealing missile tubes and launched a single missile in a plum of smoke and fire. The missile curved away from the destroyer and sailed around the large asteroid that concealed it's point of origin. The missile, guided by a Gemini battle suit for indirect fire, cleared the Trojan field. It's long shell burst open and the warhead launched forward at even greater velocities in a flash of light, darting across the blackness like a shooting star, crossing the over one thousand kilometres in a matter of long drawn out seconds. Among the giant Space Breeders, a sudden flash of light bloomed as a high yield thermonuclear explosion caught three of the monstrous creatures in the split second birth and death of a star. As the flash died an expanding sphere of contiguous light engulfed four more of the Space Breeders.

It wasn't long before the Space Breeders responded, string like clouds of tiny crab like Breeders being launched off in the direction of the attack and rapidly darting in a swarm to seek and destroy. pulsating orifices bulging outward and like a deflating balloon quickly releasing large bolts of super heated plasma, the large space creatures unleashing a volleying fire into the asteroids below. Rocks cracked and burst from the alien attack and the destroyer Perseverance rose from it's hiding spot, debris bouncing off it's armored hull. The Perseverance came alive as it's rail gun batteries opened fired into the swarming attack of the smaller Space Breeders. The electromagnetic firing turrets panning back and forth unleashing a wave like fire of tracer penetrator rounds that cut through ranks of Breeders with ease. More missiles launched, arching and sailing into the attack, large explosions flared out killing untold numbers.

Tiny light bursts illuminated from rocks as Gemini battle suits sallied out to fight. "Take em down!" One of the pilots called out over the comms, as targets lit up on his multi-panel display, he hit three keys and pulled the trigger on his right hand control. A team of battle suits threw their legs forward and fired their thrusters while the missile launchers on their shoulders unleashed their payload. A scattering of missiles arched through space, then burst into a buck shot of smaller explosive ordinance making a cluster of explosions to engulf a wave of Breeders. A lead pilot looked up seeing another wave darting toward him and his team. "One O'clock high, shields, shields!" The Gemini battle suits turned and raised their shields as the wave of attacking aliens latched onto them pushing them through space. The lead pilot struggled with his controls feeling the pressure against the seat he was strapped to. "Get off me you bastard!" The Gemini's rifle ignited a beam bayonet and thrust the energy blade into the giant insect cleaving it off of it's shield. "Fire! Fire!" He yelled out to the others. Beam rifles fired and pierced through the aliens like a hot needle through butter. A Gemini caught in the grasp of a Breeder fell pray to the power of the creature, getting sheered in half and exploding. "BAAAHHH!" Another battle suit levelled it's beam rifle and shot through the offending creature making it explode in a mess of compressed gases and freezing blue blood.

The battle intensified as the Hyper City fleet started to assemble adding to the tapestry of missile launches and waving spreads of rail gun fire. The Sol Invictus was in the middle of this unleashing it's steady rhythmic flak gun fire, shielding the rest of the task force with a barrier of explosions the swarming waves could not fly through, breaking them like waves on rocks. Yet more waves came, along with a fresh volley of plasma bolts that cut through Breeder and battle suit alike, trailed by small explosions. The bolts either passed by the Earth ships or struck with great force causing explosions on their armored hulls. The Sol Invictus returned fire in this space staged boxing match with it's own double barrelled particle beam guns, firing in sequence the light blue beams lanced back leaving their own trails of explosions through the Breeder waves.

Commander Val lurched forward pressing her large breasts against the command and control holo-table as the Sol Invictus was struck causing everyone to hold onto something. "We can't get anymore warheads through, those little ones are destroying the missiles before they detonate!" An officer called out. Commander Val looked up at the floating holographics projected by the table, seeing the fleet and the Breeders, the asteroid field and smaller markers showing the battle suit squads flying and fighting in groups. It showed the Breeder fleet splitting in two, a small group curving towards the Earth fleet while the rest continued to increase distance away from them. "There trying to continue on coarse for Earth, we have to break through!" Admiral Grey called out. Commander Val looked at the same information and pursed her lips, she noted the distance of the smaller force curving toward them and closed the distance to four hundred kilometres. As the CIC shook again from an impact on the capital ship's armor, Val made a split second plan to change the coarse of the battle.

"Fire control, prepare a nuclear warhead, set flashpoint to two hundred kilometres from ship, zenith thirty degrees!" The fire control officer called back. "Nuclear warhead, two hundred kilometres, zenith thirty degrees aye!" Commander Val looked forward. "Helm, alter coarse twelve degrees, close distance with enemy force, combat thrust!" The lead helms-woman called back. "Combat thrust aye!"

The Sol Invictus and her destroyers clustered around her changed coarse, their powerful ion engines flaring hard to push their mass. The ships laying down a continuous rate of fire to fight off the swarms of breeders. The Gemini battle suit teams shifted their fighting lines to follow in a well coordinated manoeuvre for the whole fleet.

Commander Val and Admiral Grey watched the holographic display carefully as the CIC rocked from an impact. The small icons representing the two forces curving up and down toward each other on this three dimensional battlefield, the number on the distance counter shrinking with every second. When finally the commander was satisfied with the distance she stood up straight and barked her orders. "Fire control launch the missile into the swarm now! Main particle gun batteries fire on my mark on the nearest large target, salvo fire!"

The Sol Invictus launched it's missile in a wide arch to avoid the prevailing flak barrier, and once it reached a clearance, it's shell burst firing the warhead out, darting across space. The Breeder swarms, understanding the danger this high speed projectile posed, condensed their formation into a dense cloud to protect the larger Space Breeders. Breeders tried to grab onto it before it detonated but were suddenly engulfed in a flash of light. Thousands silhouetted in the brilliance of the blast and vaporized in the expanding rolling sphere of nuclear power. "Main batteries open fire!" The six double barrelled turrets on the top hull of the capital ship rotated and tracked their target, firing charged particle beams at the same time. The twelve pale blue beams lanced through the gap made by the nuclear detonation stopping the smaller Breeders from degrading the beams with their suicidal defence tactics. The beams struck a Space Breeder head on and melted through it's armored carapace. It keeled off coarse, as freezing blue blood blew out into space, another volley from the beams struck again. Parts of it's massive body caved in from decompression followed by an explosion killing the Space Breeder.

Admiral Grey slapped the holo-table with her hand. "Good show commander!" The blonde bear smiled back with a sigh, but their victory was short lived. "LIDAR contact, enemy fire!" "All hands brace for impact!" Commander Val called out."

Bolts of super heated plasma darted across the stars and started bombarding the Earth fleet from afar. One of the destroyers ahead of the flagship was struck relentlessly, it's mid section exploded cutting the destroyer in half, subsequent explosions scattered debris from the once fighting ship. The Earth ships started to break formation in evasive manoeuvres to avoid the flying chucks of scrap metal. "The Nimbus has been sunk, repeat the Nimbus has been sunk!" "Survivors! Look for survivors!" "Evasive action, watch the debris!" "Incoming Breeder, intensify starboard side battery fire!"

One of the dagger shaped Space Breeders flew forward at great velocities, it was struck with a hail of missiles and rail gun fire and was knocked off coarse. Drifting to it's side and smashed into another destroyer causing massive damage scattering the Earth fleet further. In the Sol Invictus CIC the commander and admiral watched in horror as the main Breeder fleet was getting away. "Damn it, the Challenger has been hit bad, we need to regroup!" Commander Val slammed her fist down on the table making her large breasts jiggle. "In coming Space Breeder, it's right above us!" The RADAR officer called out. Val looked up even knowing she can't see through bulk heads. "Beam gun batteries!" "It's to late!"

The last of the large Space Breeders that stayed in the fight drifted down over the Sol Invictus, it's multicoloured body and fins making contact with the hull of the flagship. Six thick tentacles wiggled from the large creature body and darted for the honeycomb scaffolding exposed by the spent reactive armor plating, punching into the large ship, ripping through the weakened and burned titanium ceramic under armor.

In the CIC alarms rang out to grab everyone's attention. "Hull breach, we have multiple hull breaches. "Alert the battle suit teams to see if they can dislodge the bastard, marine squads to the breach points, use C-4 if you have to!" Commander Val yelled into her headset. Elsewhere on the ship the thick tentacles snaked through the corridors to find what all Breeders seek, females to impregnate, pushing threw crew and breaking through magnetically sealed doors. A loud bang was heard from one of the main doors leading to the CIC drawing everyone inside to look at the dented door. The other door on the other side flexed in when something struck it. Commander Val drew her pistol. "Damn, I was afraid this was going to happen!" Admiral Grey looked at the breaking CIC doors. "Oh my!" The magnetically sealed doors finally gave way as two thick tentacles rushed into the CIC, prompting the once protected female officers to scream in a panic, leaving their posts to get away from the alien tendrils. The tips of the two tentacles were bulbous and the four flaps that made it up split open, some sort of slim dripping from the soft insides. A sudden rush of smaller tentacles wiggled out and slithered around the room, wrapping around, restraining and snatching up the screaming officers.

On some of the tentacles the tips spread open and grabbed at the cloths of the bound CIC crew and started ripping them from their bodies. Tentacles slithering up their short uniform skirts, tentacles slipping around and squeezing their breasts. "Naaahh nnnaa nnnooo!" An officers cried out feeling her uniform being pulled open letting her tits bounced free. "Mmmmff mmmm mmm mmmfff mmmff!" An officer with short amber hair bent over her console sucked the thick tentacle filling her mouth that slithered from her thick cleavage. Her uniform ripped open from the inside letting big tits bounce free with the tentacle wiggling between them. "Get them off, hhhhaaaa!" An officer lifted in the air bound by tentacles kicked her high heeled feet as a tentacle hiked her short skirt over her ass exposing her panties. A second tentacle snatched her panties from her hips exposing her pussy to attack. "Mmmmff mmmfff mmmfff!" An officer restrained on the floor on all fours gurgled holding and sucking a tentacle in her mouth while a second slid inside her ass making her cheeks jiggle from the fucking.

Commander Val aimed her pistol at the wiggling tentacles and fired into them, trying not to hit any of her captured crew. She could feel something slithering up her naked legs. "What the fuck!?" Looking down she she watched and felt a tentacle squirm around her naked leg and up her short skirt, she could feel it burrow through her uniform and the end popped out from her cleavage ripping her shirt open. "Ah fuck not agaiaaahhffff!" More tentacles wrapped around Val and lifted her into the air.

Admiral Grey watched this with a sense of panic and excitement running through her body as the tentacles slithered around, choking the CIC snatching up and restraining women. Grey tried to pull her weapon but a tentacle wrapped around her wrist and more around the rest of her body making her cry out.

Commander Val moaned a muffled moan feeling the tentacles fill and slid in her mouth, her uniform was ripped up making her big tits bounce free while the tentacles around her legs forced her to spread wide showing her thin panties. These too were suddenly ripped from her hips exposing her pussy to attack. "MMMMMMM!" Val cried out with a full mouth feeling something thick and moist slither inside her and filling her from below. "Mmmfff hhmmmff hhmmffff hhhmmfff MMMM! Hhmmff" Val moaned a muffled moan feeling the tentacle thrust inside her pussy as her restrained body heaved in the air, her big tits bouncing in front of her while the tentacle in her mouth slithered between her lips.

Admiral Grey cried out as her uniform was ripped from her body, her tits bouncing free, a tentacle slithered around them and squeezed while the tip slid into her mouth. Her arms restrained behind her back while being bent over at the hips in the air. A tentacle grabbed her panties and pulled wedging them into her pussy making her role her eyes and moan while fucked her mouth. "Hrrmmmmmhhhhaaa!" Soon the fabric ripped and a tentacle slithered its way, pushing into it, spreading her pussy lips before filling her and started moving inside her.

The CIC now choked with writhing tentacles and bouncing curvy bodies. Moans of pleasure, muffled and cries filled the air as thick tentacles slid and filled mouths. Tits of different sizes bouncing and gyrating, hard nipples flicking. Thick tentacles wiggled and fucked moist pussies and assholes, the soft curves of jiggling asses moved with rocking hips. "Mmmff mmff mfmff mmff mmmrrfff!" "Haa haa haa haa aaahhhh! Oh god!" "No no nah nah aaaaahhh!" The cacophonous sounds of moans and cries mixed with the slithering of the alien appendages.

"Mmfff mmfff mmfmff MMMM!" Commander Val restrained by the tentacles bounced in the air over the large glowing holo-table. Her legs spread wide allowing a pair of tentacles to slither inside her wet pussy and ass. Her big tits bounced while being squeezed by a tentacle wrapping around them. She moaned a muffled moan of pleasure while a tentacle slid inside her welcoming mouth. Commander Val's curvy body bounced and heaved weaved up by the slithering tentacles, pushing and sliding, slithering and fucking. The tentacles around her big tits slid, squeezing and playing with the squishy mounds. "Hrm! Hrm! Hrm! Hrm! Hrm! Hrm!" Val's moans became more excited as the tentacles fucked her wet pussy and ass faster making her suspended body heave faster.

Tentacles slithered over the glistening soft body of Admiral Grey while the red headed cheetah bounced in the air near the commander. "Hrmmmff mmmfff mmff mmff mmff!" A slithering tentacle fucked and filled her mouth, her eyes rolled while her wet tongue pressed against the thick tentacle in her mouth. Her soft tits bounced under her while a tentacle slithered over them making her hard nipples jiggle and flick from the alien appendage message them. Her hips moved, soft ass jiggles while thick tentacles fucked her wet pussy and slid into her ass. The admiral's moans seemed excited and lustful almost like she was enjoying her close encounter with the alien attacker.

The CIC was filled with the sounds of the creature's organic slithering and the cacophonous sounds of pleasure, moans and squeals while mouths, pussies and asses get fucked vigorously by the endless appendages. Tits of all sizes bouncing and squeezed while the exposed tips of many tentacles squirted shot of cum, the alien cream arched through the air or across the glistening bodies of hot bouncing ship crew. "Hrm hrrff hhrrfff hrm MMMM!" A tentacle fucking a dripping mouth suddenly exploded while cum burst form her lips across her face. The alien cum started to flow, squirting from love holes.

Commander Val screamed with a full mouth and hot cum started to squirt and drip from her lips while her curvy body bounced fast and hard amidst the slithering tentacles. "MMMMMMMMM!" Suddenly feeling the rush of hotness inside her as the hot cum filled her uterus and squirting from her wet pussy, dripping down her bouncing ass. Admiral Grey suffered the same fate, her feminine frame bounced in the air while the tentacles slithered vigorously, fucking and pumping into her welcoming holes. "MMMMMMMMM!" Grey's eyes shot up as the three tentacles fucking her came at the same time, filling her simultaneously making her blush and cry out while the tentacles slithering on her body squirted cum across her bouncing body.

In a darkened corridor of the Sol Invictus a group of marines in enviro-suits, armed with rifles made their way toward the sound of twisting metal. "Atmosphere leakage is strongest here, it should be right......here...." The marines stopped and saw the massive tentacle, it had breached the hull and now filled up most of the corridor, slightly moving as the slithering appendages probed the ship, a light blowing noise in the gaps between the bent hull and the alien attacker. "C-4 charges up!" The Sargent commanded as the marines advanced with their rifles at the ready, their presence didn't seem to illicit a response, maybe because they were insignificant, or maybe the slithering things were just distracted. The marines went to work placing the malleable explosive onto the living appendage in great amounts, around the circumference and linked the detonators in a daisy chain. These actions were being mirrored at the other hull breaches by other marine platoons, they planned to detonate and sever the tentacles simultaneously, while a pair of destroyers waited to open fire on the wounded creature.

"3rd platoon ready, explosives set." The Sargent said over comms in his enclosed helmet as the marines back away and rounded a corner for cover. Each marine connected themselves to rails along the wall of the corridor with lanyards. "5thPlatoon ready." They heard over the comms. "1st here, ready to go." One by one the marine platoons signalled each other for their coordinated attack. "Detonate on my mark." A voice carried over as the Sargent pulled the detonator from a pouch on his armored vest and pressed his thumb down on the safety release, ready to pull the trigger. "Three...two...one...mark!" The Sargent squeezed his fist around the detonator depressing the trigger making the corridor fill with a chain of muffled explosions. The marines lurched to one side feeling the ship rock as the large creature mounting the Sol Invictus was forced through pain to extradite itself from it's domination.

The marines watched the bloody stump recoiling with a shutter pull out through the hull breach allowing a more steady evacuation of the now thin atmosphere, leaving behind a lifeless tentacle blocking the corridor. The pressure differential wasn't great, had they been standing near a fresh opening without tethers, there might had been a threat of the most gruesome death. Once again the ship rocked. "It worked, the Space Breeder is pushing off, gave the fucker the old dick punch." A voice came over the comms with a hint of cheerfulness in the way he spoke. "Great, let's get this breach sealed and secure the CIC." The Sargent called to his platoon looking back to them. Inside the aft engineering section, gunfire and muzzle flashes filled the corridors, marines behind ad hoc barricades fired down range at the increasing mound of dead Breeders. The Chief engineer hit a panel on the wall. "Engineering secured, they tried to get in, but we stomped these bugs."

Outside the large Space Breeder drifted away from the Sol Invictus, it's six thick tentacles wiggling spraying it's freezing blue blood. On each side of the giant creature a destroyer fired their thrusters rising with it. "It's clear of the flagship." "Set rail gun batteries for concentrated and continuous fire." " "Coordinate targeting with the Sirius." "Fire control, fire, fire!" On both sides of the giant Space Breeder the destroyers opened fire with their many rail guns, the high velocity and luminescent rounds lancing the vast creature, blowing up on it's armored carapace or plunging into the alien's body. From a distance one could see the smaller destroyers unleashing a continuous bombardment of weapons fire and if one could hear the creature, it wailed in pain, a death by a million cuts. Soon the great beast's body gave out and suddenly caved in slightly from decompression, an explosion burst from inside it followed by a larger one that shattered it's giant form in fire and freezing blue blood. "Enemy target destroyed!"

The Earth fleet of the Hyper City Space Force spent the next couple hours licking their wounds after the battle came to it conclusion. Aboard the Sol Invictus, the medical bay was packed with wounded and the violated. Admiral Grey groaned to herself stirring to consciousness, looking down she saw she was on a bed covered in a blanket surrounded by curtains. "Nurse!?" The red headed cheetah called out and the sheet opened revealing Commander Val, in a medical gown. "Your awake." Grey rose to her elbows and sat up. "What happened?" Val walked closer and sat on the bed. "The bulk of the Breeder fleet escaped, we didn't concentrate our forces fast enough. The tentacles have been removed and the hull breaches will be repaired within the hour." Grey slumped her head. "So we failed." Val looked over at her pouting superior officer and frowned.

"Forgive me for asking this but, back in the CIC it seemed you....enjoyed.....being..." Admiral Grey huffed and a look of shame came across her face, not looking at the commander. "To tell you the truth, this was my first close encounter with the Breeders. I have always had a...sort of..." Grey leaned in closer to the commander to speak in a lower tone. "I have always been a little...excited by the idea of being...violated...a kink I suppose." Commander Val looked at her with a look of concern. "I hope you don't think less of me, for mentioning that." The Admiral exposed herself to a vulnerable state. Val pursed her lips and looked forward. "No...it's just the person in charge of defending us from being violated by aliens has a fetish for being violated by aliens. That's not weird at all." Grey placed a hand on the blonde bear's shoulder. "I swear to you, I did not pull my punches back there, I do not want to see the Earth attacked, or the cities destroyed."

Commander Val exhaled and looked the Admiral in the eyes. "Alright, I get it, people got their fetishes. Just promise me it wont interfere in our mission." Admiral Grey smiled and nodded. "I promise, speaking of which, we are going to need a new plan." Val nodded and looked up to the ceiling of the medical bay. "Time is growing short, we will need to find a way to engage them again and get past their defences." Admiral Grey thought for a moment then raised her red brows. "I think I have an idea."

End Episode 4