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Hyper City, the most powerful state on the planet, now brought to her knees by a devastating attack. Not one of power and destruction but of subtly and precision. Legion, an earth-Breeder hybrid, built her strength under the noses of the city's would be defenders. In the coarse of forty eight hours she cut the head off of the body politic, taking the chancellor and many of the city's female elite, killing others. A quick followup attack left the Sabre Scouts, whom Legion perceives as the true threat to her designs, dislodged from their hidden headquarters and utterly routed. As the night overcame the day the great metropolis was unnaturally quiet as the realization and fear set in about the strange Breeder named Legion, lurking in the shadows.

Breeder City

Episode 5: Counter Attack

Far across the city, many districts away from the building the Sabre Scouts called home, a tall building stands among many others. Long glowing Neon lights ran down it's corners mixing with the other colourful displays around it's shimmering glass form. On top of this fifty story building an unmarked drop ship rests on the roof top airship pad like a sleeping bird in it's nest.

A pair of large double doors slide open allowing the Professor, Nina and Trixi into a beautifully designed and lush apartment complex. The older cat walked in and placed the refrigerated container on a glass table in front of a long leather curved couch as the lights slowly came to life at their presence. The girls looked around in awe at the expansive living room, fine wall to wall carpet in a smokey white with burgundy accents, the walls covered in art works or creeping vine plants. The furniture was made of the finest natural materials, crystal clear glass, wood and leathers. The living room sank in the center by two steps to a viewing area for a large theatre style holo-screen and on the far side of the large room a bar up against a glass wall leading to a over look balcony.

"This is amazing!, what is this place?" Trixi unconsciously yelled out in amazement. Nina, still holding the wound on her side lightly hit the younger skunkete on the shoulder. "Keep it down, mind the neighbours!" The purple pony tailed doberman said equally as loud. The Professor sat on the curving couch and huffed. "Oh, it's alright, I own the entire top floor, Trixi dear, there is a medical kit in the master bathroom, just go through the bedroom." Trixi looked over at Nina hunched over clutching her wound, blood visibly staining her shirt. "Oh right! Come on." The smaller girl took the other by the elbow and lead her to the bedroom.

They walked into the master bedroom and was met again with shock and awe. It was beautiful, a large circular bed shimmering in silken sheets and adorned with many pillows was in the centre of the room. The girls had to cross a short bamboo bridge as the perimeter of the bedroom was lined with a moat of flowing water with different types of colourful underwater plants. This was fed by a trickling water fall that took up the entirety of the left wall which was made of rock to give it that natural look. Cut into this rock was another door, the falling wall of water having a split for people to pass through into the master bathroom. "To answer your question." The girls heard the Professor from the living room. "I used to live and work from here before I bought the building we use now. I suppose you could say, the Sabre Scouts were born here."

The girls now walked through the wall of water into the bathroom and their awe seemed endless. Tiled blue floor and walls and a long large mirror on the right wall with chrome polished lining and long table with multiple sinks built into it. A large pre-filled hot bath that could easily fit some ten or twelve people on the left side of the room, a steady vapour of steam slowly rose from the hot liquid. On the far side of the room, a wall of frosted glass isolated a large open shower area. On the ceiling, bulbous glass heat lamps and fans for hands free drying. Trixi made her way over to the long table with sinks and pushed a button that made a small door slide open revealing it's contents. Nina walked over to the large bath and noted something out of place, a pair of used dirty wine glasses and a lump of cloth. She picked it up and let it unravel revealing itself to be lacy thong panties. The skunkete and doberman locked eyes in shock as Nina silently mouthed the words ~What the fuck!?~ to the other while holding the women underwear.

Back in the living room Nina sat on the glass table with her shirt raise exposing the blade wound on her side. The Professor pulled a gun like device from the med-kit and pulled the trigger. A concentrated spray of foam slowly covered the wound making the doberman exhale in relief and shiver. "Oh that's cold." The Professor nodded and looked at Trixi. "The nano-machines already started doing the repairs, this organic resin will give the nano-machines the material they need to complete the repair faster with little or no scar tissue." Trixi nodded. "So that's not a normal med-kit then, it's made for us?" "Yes, put the patch I gave you on the wound." Trixi complied and placed a fibre cloth that glittered in the light over the foam covered wound sealing it to the doberman's body. "There you go, you should be good to remove that in a couple hours." The Professor leaned back on the couch and looked out the window, his thoughts filled with plans and back up plans. He told the girls they would find a way to fix the problem they found themselves in, but privately he held his doubts. Legion wasn't like any Breeder ever encountered, mostly because she wasn't a normal Breeder. He thought to himself, only if there was a way to get through to her, the rational scientist he read about.

"Hey Professor, do you by an chance ever lend this place out to Ms. Ying or anything?" Nina broke the Professor's line of thinking. "Hrm? No, not really. I kept this place for personal activities. Though once things get back to normal, I wouldn't mind lending it to you girls if you like." Once again Trixi and Nina exchanged looks, thinking about the 'evidence' they found in the bathroom. Apparently there was much more to the professor they didn't know, nor did they really want to open THAT particular door. "So you said you came up with the Sabre Scouts here?" Trixi broke the silence to get away from that topic as far as possible. The Professor nodded and exhaled. "Oh much more then that, I..." he paused for a moment. "...would you ladies like to see something?" Nina and Trixi looked at each other with curious expressions.

The Trio left the apartment, down the hall and around the corner they found themselves in front of a door to what use to be another apartment. The Professor removed his glasses and let the panel on the wall next to the door first scan his face, then his eyes. "Voice authorization required." A voice came from the panel, creating a look of excitement and wonder on the two girls watching this. " Nick nack patty wack." The Professor responded and the artificial voice returned. "Give a dog a bone, sir." A red light shifted from red to green and the door slid open. Nina and Trixi made a confused expression as the Professor walked into the room ahead of them. "It was a childhood thing."

Nina and Trixi watched as the lights turned on, they saw the space was filled with machines, models and all sorts of scientific clutter. "What is all this?" Trixi looked around the dirty room. "I might not seem it, but I am a sentimental man, this room is filled with a great deal of the inventions I have worked on, successes and failures." The older cat responded, his bushy moustache wiggling as he spoke. "This very room is where I decided to go my own way, and started building the tech you use in the field as the Sabre Scouts." Both Nina and Trixi were drawn to a door that lead into another room filled with standing deactivated gynoids, six of them wearing the familiar old Scant Armor they used to wear before receiving the upgraded MAX suits. Each one made to physically mimic the intended users of the armor, height, waist, hips and breast sizes. Nina looked down the line like it was museum display, each one was here. Alpha, Beta, Gamma, Delta, Epsilon. She stopped for a moment to look at the often never talked about Gamma Scant Armor and thought about what was told about her by Chel back when they first met.

"Who was this? I have never seen this one before." Trixi was at the end of the line of gynoids drawing Nina's attention. A sixth Scant Armor design, thigh high full armored high heeled legs, Micro armoured thong and armour plating covering the nipples of the huge tits, a glass visor conforming to the same color of the rest of the gear, yellow. "Ah yes, as you may or may not know, Ms. Ying was the test subject for the Sabre Scout tech, this was her gear." The Professor called from across the room as he looked over other things. Trixi leaned in and looked at the laser etched tag on the arm of the gear. "...Omega..." "Indeed, named so because it was the last prototype before the others were built." The Professor added.

"...and over there was my first attempt to shrink the mecha suit design." The Professor motioned over to a machine against the wall, it was still large, almost touching the ceiling. It looked bulky and cumbersome, panels were popped open, wires and cables exposed. "Couldn't get it to operate longer then two hours, less then one in combat simulations." The older man looked at the machine disappointingly. He then gestured over to a machine on a table. "And that is the working prototype of the transporter beam for Sky Vault, that was particularly difficult to master, getting the targeting computer to differentiate between the armor and the wearer. No need to worry though, safeties are in place, any hint of organic matter in the stream the satellite will shut itself down. Perfectly safe." This made both Nina and Trixi make a look of concern, a possible grim death they had never conceived of before.

Suddenly a chime could be heard coming from Nina's shorts drawing everyone's attention. Nina Produced her comms device and let it project it's tiny holo-screen. "Anderson, where have you been, do you know what's happening?" Nina straightened her stance. "Sorry Sargent Becks, I saw the NEWS, what do you need me to do?" Richard Becks is Chief Anderson's right hand man at the tenth precinct, and Nina's superior. "Nina, I don't know how to....it's the chief, your mother. She was at the fundraiser the Breeders attacked, she's been taken." Of coarse Nina already knew this so she tried to look silently distraught. "I'm recalling all off duty officers, the Breeders have been launching coordinated attacks against the precincts, we haven't been hit yet but the damn bugs are acting weird, like focused. Precincts within supporting range of each other are being attacked simultaneously to delay reinforcements." Nina looked at the Professor and Trixi before returning her gaze. "There's that many of them?" Becks shook his head. "Unknown, one precinct is always hit harder then the others, suggesting holding actions. Actual tactics are being employed against us and the higher ups are freaking out." Nina made a look of determination. "Understood, I'm on my way."

The call ended. "This is not good, Legion needs to be stopped." The purple pony tailed doberman looked to the others. "It would seem that Legion's leadership has a focusing effect on the aliens, the attacks aren't randomized but focused on strategic targets, but what is she up to?" The Professor stroked his chin. "It's just the three of us now, how are we supposed to pull off a rescue mission let alone fight Legion?" Trixi interjected. Nina thought for a moment then raised her brows. "Trix, is there a way for you to send an untraceable e-mail to me?" "To what end?" The Professor leaned forward. "Becks, he's a good guy, he was there at district four and knows my mom is silently cooperating with the Sabre Scouts but looks the other way. Suppose the chief's daughter gets an e-mail from the Sabre Scouts sharing the location of Alpha's tracking signal? We could get the man power to rescue the women being used to fuel Legion's army!" Trixi looked to the Professor who stood there pursing his lips with a level brow. " I have a serious distrust of the Security Force, but it seems we have little avenues of advance. I seriously hope this Becks is as trustworthy as your mother, we already risk much with her."

Underneath the city a vast network of maintenance tunnels criss-cross in a labyrinthine manner, large junction point and vast chambers used to store old machines and forgotten clutter of Hyper City's history. Countless access points across the vast city meant it was impossible to predict when and wear Legion's Breeders would attack. Breeders seemingly came out of nowhere to lay siege to the safety shelters under buildings where people were supposed to be safe. Security Force detachments from all the precincts raced across their districts to put out the proverbial fires. When the Security Force showed up in force the Breeders dispersed only for them to find out that they were being distracted from a more dedicated attack. Often the true attack would fall upon the detachments themselves like prey lured into an ambush.

A Breeder warrior clicked and hissed crawling onto a Security Force pursuit cruiser before taking repeated shots from a shotgun making it cry out in alien pain. The officer wielding the shotgun looked across the ambush scene, several cruisers stopped in the middle of the street with gunfire filling the air as Breeders crawled all over the place attacking. "Get down, get down!" "We got incoming from the alley!" A female officer on all fours cried out with a distraught look on her face. A Breeder mounting her, it's inseminator studded cock fucking her pussy in the middle of the combat. "Aaaahh! Get this...hhaaaa...thing off of me hhaaaa!"

Such scenes happened all over the city and captives were taken underground, the Breeders converging on an unseen or unheard beacon emanating from their leader. In the underground maintenance tunnel a group of Breeders skittered through the tunnels baring the fruits of their raids. Hauling on their backs mostly naked uncontentious or struggling women. The sounds of cries and moans of pleasure became louder as the heroes of the day returned to Legion's isolated nest underground.

The large space had been renovated in strange alien fashion, the floor and walls covered in a strange organic resin. A great impregnating orgy was taking place, bunches and clusters of Breeders with their cum covered naked girls crying out in pleasure. Drunk on the insect queen's intoxicating pheromones, their eyes devoid of rebellious thoughts. Moving hips and jiggling asses, bouncing tits of different sizes, drunk tongue hanging from open moaning mouths. Jets of alien cum arching through the air onto glistening soft body. "HHHAAAAA!" A great feminine cry as a vigorously fucked pussy once again filled with insect cum squirted from the stuffed lips.

The returning Breeders scuttled through all of this and on the far side of this deranged chamber of lustful horrors, a large organic bed with a squishy muscle like sink in the ground filled with a dozen women plus the insect queen herself. Legion's personal harem of select women she keeps for herself. "Haa hhhaa hhhaa hhaaa hhhaa!" Alpha moaned with pleasure, her big tits bouncing in circles, sitting and riding Legion's big cock while the insect queen lay under her holding the armored red head's hips. Legion moaned with pleasure, her own big tits heaving as she smiled with her black lips. Around the fucking and moaning couple a bunch of naked cum covered women lounged about waiting their turn. Pupae slithering about on their naked bodies, sucking the milk from their tits making them moan softly. Chancellor Aaron was among them, laying on her side with a drunk smile on her face as she held her big tits, squeezing while a pair of pupae latched on sucking the milk from her big tits.

The Breeders that brought the new arrivals dropped off select girls to the orgy to be added to the collection and took the large breasted ones away to another conjoined room, a special room. The large breasted women were taken to the feeding room, a chamber used for accelerated growth of Breeders. The room filled with moaned naked girls, crying out entangled in slithering tentacles. A large crater like formation made of organic material was in the center of the room. Inside this creation was a pool of writhing and squirming pupae like a child's play area. An organic sack hung above this with many little holes that leaked and sprinkled a liquid down onto them.

Tentacles slithered from this sack wrapped around, restraining the many select women in the chamber. Tentacles pushed repeatedly into wet pussies, tentacle tips lovingly caressing the soft curves. The one thing in common all the moaning girls had was writhing tentacles opened at the ends and latched onto their tits sucking on their hard nipples. Milk dripping down the curves of their squishing tits as the sucker tentacles rhythmically sucked the milk from their big tits while they cried out with pleasure. Exposure to the Breeder cum activating the wild production of growth producing milk for the new born Breeders.

Among these pheromone drunk girls Chief Anderson was sitting up against the pupae well tentacles slithering across her naked body. "Uuuuhhh uuuhh aaaaaahhh! Ooohhh!" The older doberman moaned with pleasure with her legs spread wide, a tentacle fucking her wet pussy while a pair of tentacles milked her big tits. Suspended in the air with other girls Ms. Ying moaned with pleasure, her legs spread wide her feet behind her head as she faced down. Tentacles slithering inside her. "HAAAA! Naaah Naaahh aaaaahhh!" The panda's huge tits hanging under her getting pumped by sucker tentacles. Lynn was nearby, hanging in the air her legs spread with her hips up, a thick tentacle sliding in the lioness' wet pussy. Her big tits getting squished and pumped by sucker tentacles one after the other, back and forth while she moaned with pleasure.

Back in the main chamber of lust drunk orgy at the organic like bed Legion continued to play with her personal select slaves. While the naked cum covered girls lounged around her, Legion continued thrusting her hips pushing her big cock into Alpha. "Aaaahhh hhhaaaa yes! Hhhaaa ooohhh!" Alpha lay on her side with an armored high heeled leg raised into the air with Legion behind her pushing her big cock into her. Legion's hands came through under Alpha's arms while the insect queen gleefully grabbed and squeezed her big tits. "Yeess yeees yyeeess aaaahhhh!" Legion moaned with pleasure fucking the armored red head. "Ha ha ha ha ha aaaahhh! Nnyyyaaahh." Alpha moaned faster with the big cock fucking her cum dripping pussy faster. "Just...a little...more! AAAAHHHH!" Legion cried out sticking out her tongue as she once again filled Alpha's uterus with her hot cum, Legion's cum squirted from Alpha's pussy and cascaded down her big cock. "Oooooohhhh hhhhhaaaa!" Legion pulled her big cock from the blue armored Sabre Scout, the big cock bounced up flicking cum about. The insect queen pushed Alpha over and looked to the girls around her. "Very good, who is next to pleasure us?" The pheromone drunk girls in her harem blushed and smiled in intoxicating anticipation.

The tenth precinct was a buzz with activity, officers fully equipped in combat armor and arming themselves with the deadliest weapons available to fight the mounting problem spreading across the city. Officers worked to pile up dead alien bodies while the once polish floor was now tarnished with burns, blue and red blood and littered with bullet casings. It was clear an attack had just happened. Many of the highest ranking officers of the tenth district were crowded around a holographic projection of their jurisdiction complete with red dots and arrows on the map, while Becks gives the briefing. "In the past two hours the Breeder attacks seemed to have shifted north to open intersections and attempting the breach the safe houses of buildings in patterns of threes and fours. By the time we figure out which attack is the dedicated one they scatter when we arrive in force, however we have found one safe house cleaned out, only bodies left behind. The only thing we know for sure is that they are using the underground maintenance tunnels to move."

One of the other officers chimed in. "Reports from other precincts seem to indicate they are no longer being attacked, once word got out and preparations were made. It would seem they have adapted to our counter punch, we have lost contact with some patrol groups sent to defend the safe houses. It looks like they were ambushed, men dead or wounded, women missing." Becks shook his head and rubbed his face in frustration. "Since when did these bastards get so damn smart."

Nina Anderson in uniform walked up to the gathered officers catching the attention of Becks. "I want a plan of action within the half hour, meet me back here then." The other officers nodded or gave some acknowledgement before scattering. The wolf walked up to the purple pony tailed doberman putting his hands on her shoulders. "I'm sorry about the chief, we will get her back, I promise you that." Nina gave a weak smile and nodded. "About that, I may have a way of getting that done." Becks made a look of confusion yet interest. "Please do tell." Nina held up a holo-tablet letting it project it's screen between them. "On my way here, I got an e-mail from the Sabre Scouts, they know where to look but don't have the man power to launch an attack." Becks took the tablet and started reading. "Why would they be contacting you of all people?" Nina took a small step closer. "Sargent, I know you know my mom covered for them in district four. If they have lost contact her, why wouldn't they reach out to me?"

Becks quickly looked around and took Nina by the arm leading her away from eavesdroppers. "Are you trying to cause me trouble Anderson?" Nina shook her head. "No, just read it!" Becks' eyes quickly scanned across the words. "It seems one of their own was taken, huh, nice to know even they fuck up once in a while. They have a tracking lock on their missing member but can't do it alone. Have a weapon that can disorientate the Breeders, if agree respond to this e-mail account." Becks lowered the tablet and thought for a moment. Nina pressed hard trying to convince the Sargent. "If we agree, we can deal a pretty big blow to the Breeders and put them on the back foot for once." Becks handed the tablet back to Nina and started to walk away, he then looked back. "Send a message back. Send tracking information, rescue operation begins in two hours." Nina smiled and nodded. "George!" "Sir!" "Get on the horn to the other precincts, we got information coming our way and we will need detachments for a coordinated counter attack in two hours!" Becks barked out orders. "I'll gear up too!" Nina shouted out to the Sargent. "No, no female officers, if things go south we don't need to add to the fire." The wolf started walking away and Nina smiled to herself. "Then I guess you wont mind if I don't stick around waiting then sir." Suddenly. "Are you talking to me?" Nina was startled and spun around seeing one of the officers with a weapon, he looked ragged. "Uh....no?" "Well stop talking to yourself, it's weird."

In orbit above the planet drifting silently, a lonely hulk of technology in a shifting geosynchronous orbit over Hyper City. This satellite, adorned with blinking lights is the private property of an illustrious scientist called Sky Vault. Inside the cold air could be clearly seen as a misty substance shifted about it's tight spaces. Suddenly, as if awaking from a slumber a holo-screen lit up showing the images and measurements of two girls, along with the many calculations for it's intended task. Large cylinders rotated making a clunking noise like the chamber of gun being loaded. Outside a beam emitter lit up with a glowing baby blue color then suddenly shot down towards the surface of the planet.

Under the city, groups of armored Security Force officers snaked through the long tunnels silently, armed and ready for a fight. Becks stopped for a moment and raised his fist, signalling the others of his contingent to stop with him. Armored men with a wide array of weapons including explosives and flamethrowers. He raised a holo-screen tablet projecting a map of the tunnels and a flashing red signal, indicating the location of the Sabre Scout Alpha, information provided to him by Nina's mysterious e-mail exchange. He knew other contingents from sixteen other precincts were with them underground, converging on the same signal. Becks looked at his watch noting the Sabre Scouts were expecting to open the attack in less then fifteen minutes. "This is team ten, we are less then nine hundred meters from an abandoned storage complex in junction sixty two, if your falling behind, pick it up. We gotta time this right." The wolf released the button on his head set. Becks looked back at his men. "Prepare for breaching action." With that, armored men with large shields shuffled with the others to take the lead.

Along the way they ran into a man just standing in the middle of the tunnel, he was wearing a jump suit typically worn by the people who work in these tunnels. "Sir! Are you OK? It's dangerous down here right now." The man looked at Becks with a blank expression and hooded eyes. "Hey man....you can't be down here.....you should leave...." Becks looked perplexed. "This is Security Force business and I need you to leave the tunnels." The man continued to stare as if trying to compute what was said to him. "Hey man....you can't be down here.....you should leave...." It didn't take long for Becks to figure out he was under the influence of Legion, clearly left out here as a sentry. Reports of others like him, seemingly helping the Breeders in one task or another. Becks looked back. "OK get him out of here, we are moving on."

The tenth precinct contingent came upon a large steel door that looked old and rusted as if it hadn't been used in a long time, decades or possibly hundreds of years. The maintenance tunnels were a marvellous time capsule of Hyper City's past. The officers with shields lined up in a semicircle with the others behind them. "Teams seven, nine, sixteen and twenty two have all started breaching operation." Becks heard over the comms in his ear. "Right! Gas filters on, do not breath the air around the one called Legion. Lets do this!" As the officers fitted glowing eyed masks over their faces, Becks hit a detonator switch that set off several small popping explosions around the rim of the old steel door. An officer with a heavy looking battering ram rushed up with a audible grunt and a hard swing. The battering ram struck the steel door which triggered a pointed piston to eject delivering greater force to the door. The old steel door dented inward and crumbled being knocked off it's hinges and fell to the floor with a loud clang of metal on cement.

Dust and rust plumed from the fall of the door and the officers with shields filed into a long passage way. The sound of clicking and hissing filled the air, the walls and ceiling covered with the giant alien insects. "Move, move, burn them out!" Becks barked his orders as the officers with the shields formed a protective barrier, while follow up officers opened fire with rifles and flamethrowers.

Inside the Breeder nest the impregnating orgy continued it's factory like production of Legion's army. The organic walled halls and chambers echoes with the moans and whines of pleasure from cum covered and dripping naked girls in a fever dream of lust and debauchery. Legion lay on her organic muscle like giant bed with her harem of naked, cum soaked girls, Alpha and the chancellor among them. With a smile on her black lips she watched through her bouncing big tits, the fine jiggling ass slap against her as her big cock filled the cum dripping pussy sliding along it's length. "Haa hhaa hhaa yes! Yes!" The wealthy socialite turned sex slave cried out as Legion moaned with pleasure with her.

Suddenly her antenna on her head shifted to the left and she stopped, looking over. "Danger is coming." She forced her slave off of her big cock with a yelp and sat up. She could feel all her children, and the concerted effort to defend the nest at multiple points all around her. "That was faster then we believed, impressive." Her antenna shifted about, pointing at various warriors and scouts in the nest, the giant insects reacted by stopping whatever they were doing and started a new task they understood to be their job. "We must move, let's let them have this little victory, we need more time." Legion stepped down from her harem bed as the many Breeders in the chamber gathered up as many pupae as they could and skittered for tunnels burrowed into the walls, leaving behind the naked, huffing cum soaked girls behind. "There will be more where they came from."

Suddenly the chamber started the vibrate slightly, this confused the insect queen knowing her giant worms were nowhere near her. "What is that?" The roof burst from something heavy and directed smashed through the ceiling and impacting the floor with a rumble and the spread of a smoke cloud. Legion recoiled feeling the force of impact in the air, she looked past her arm and bladed legs which shielded her. She saw a metal object like a torpedo imbedded into the ground, it beeped and clicked as metal parts shifted opening up. Suddenly a powerful electromagnetic pulse at the frequency of Jupiter's geomagnetic field burst from the device.

"GAAAAAHHHHH!" Legion screamed out in pain feeling overwhelmed, her mind devoid of thought, blinded by the sensation of light and ringing noises. She could no longer feel or sense anything around her, she was effectively blind. Legion staggered holding her head feeling weak in the legs, she actually felt fear, for the first time she could remember, she felt alone. Legion attempted to focus her many compound eyes, her vision blurred slowly becoming clear. She could see the other Breeders caught in the blast freaking out and even fighting each other. Legion reached out with her hand at the fighting Breeders, she tried to move her antenna but they felt numb and limp. "Stop....focus children...we must..." Suddenly a flash of green light cut through her arm severing it at the elbow, Beta raised her energy shield cutting the insect queen's arm off as blue blood splattered from the wound. "AAAARRGG!" Legion turned only to be met by Delta's kinetic knuckle bomb in the face, the energy weapon sent a pulse through her body and sent her flying, she hit the wall behind her with great force.

"RRRAAAHHH!" Delta jump jetted across the chamber and started landing blow after blow, the kinetic energy cracking and collapsing the wall Legion was being beaten into. Soon the purple pony tailed doberman punched the insect queen through the wall into the next chamber. Beta was about to follow with her energy shield at the ready when she suddenly heard the Professor's voice in her ear. "No Beta, get Alpha out of there!" Beta stopped and looked to the side. "What about the others?" "Security Force is closing in, they can be rescued with the other civilians. Protecting Alpha's identity is top priority." This must have been a hard call for the Professor, leaving the fate of his assistant and adoptive daughter in the hands of people he didn't really trust.

The red armored skunkete looked over to the strange alien bed seeing the cum covered Alpha among other girls. "Right." Beta trotted toward the bed using her beam shields to block and slice through attacking confused Breeders. The giant insects seemed to be regaining their focus however, a flying scout darted for the scantly armored Beta only for her to raise her shield letting the creature skip off it's solidified form. She swung her other shielded arm slicing a bladed leg from a warrior making it screech in pain and she pushed the edge into it's insect face slicing it's head in two. Beta fired her jets and leaped into the muscle like squishy bed with the cum covered naked girls who all seemed oblivious to what was happening. "Alpha! It's me, are you alright?" The red armored skunkete called out taking the goo covered blonde furred red head by the shoulders, her armored visor was still down and seemed unresponsive. "It's O.K. I'm going to get you out of here." Beta reached behind her and pulled a dermal injector out pushing it against one of Alpha's big tits and pulled the trigger. Alpha gasped feeling the newly programmed nano-machines flow into her body and replicate inside her. Using mechanical assisted strength Beta lifted the larger armored girl, pulling her arm over her shoulders. "Delta, we gotta leave, we got what we came for!" Beta called out over the comms

"RRRRUUUUAA!" Legion hit the ground rolling with the shattered wall, stopping herself with her bladed legs, rising to her knees she spat blue blood onto the floor along with a couple teeth. Delta stepped forward her armored high heeled legs reflexing as she walked. "It's rematch time, bitch!" Legion opened her mouth feeling the missing teeth slowly being replaced by new ones, she outstretched her severed arm as tendrils spawned from the blue bloody stump, twisted together and fusing, rapidly replacing her missing limb. As the insect queen rose to her feet, she flexed her black clawed fingers on the end of her new hand. "You don't want to resist us, submit to us." Delta's walk increased to a jog, the mechanical heels thumping on the dusty concrete as she lunged for another attack with her kinetic knuckle bomb. "HA!" She made contact with Legion's chest, the insect queen made a look of shock feeling the energy wave rip through her body and exit her back, her insides bursting as the wave passed through her. Legion was launched backward hitting one of the concrete pillars that filled the chamber before hitting the floor again. "Your love stink isn't going to help you anymore, not with me!" Delta shouted and advanced across the room.

"Delta, disengage now, Beta got Alpha out, you can't take her alone." The Professor's voice buzzed in her ear. "I'm not letting her leave this place, not after everything she has done to this city." Delta grimaced, her visor keeping a target lock on Legion. "Don't do anything foolish, it's not retreating, it REGROUPING." Delta hit a button on the side of her visor to cut the comms as she frowned with grim determination.

Legion slowly rose once again feeling the pain in her chest fade away and the sound of mechanical thumping rapidly advancing on her. "STAY DOWN!" Delta raised her knuckle bomb over her head to deliver a hammering punch but her arm stopped, caught by the insect queen, who rose. Delta struggled with the creature pitting her mechanical enhanced strength against Legion's, the armor slightly buckled in Legion's powerful grasp making the doberman show her teeth as she struggled back. "The four of you couldn't defeat us and you're here alone? You must be the stupid one." A quick strike from Legion's knee made Delta lurch forward with a grunt and a hard backhand to the side of he head sent the green armored doberman sliding across the floor with a groan.

The bladed legs from Legion's back whipped around and plunged into the concrete floor just as Delta rolled out of the way. The bladed legs continued to jab at the floor trying to run the Sabre Scout through. Delta slid on one armored leg while kicking with the other. The kinetic emitter in the foot hit Legion's knee making it pop and drop to the floor making the insect cry out in pain. "I prefer STUBBORN!" Legion took a follow up strike to the side of the head, the energy wave making the smaller eyes on her left side burst as Legion lurched to the side. Legion braced herself with her arm and countered with a lunging head butt to Delta's armored visor sending the green armored doberman reeling back.

Delta, now of the defensive exchanged blows with the insect queen, dust on the concrete shifted from the force of the impacts, sparks flew from Legion's claws striking Delta's green armor. "You fight for a dying world, you struggle against the inevitable. A pathetic little species that spent more time destroying each other, you will never be like us! Thus irrelevant." Legion maintained the walking fist fight while the side of her head healed. "Aaaahh!" Delta felt one of Legion's clawed hands scratch her soft flash as the Sabre Scout hit a pillar with her back. She quickly ducked out of the way as Legion punched through the cement, sending rocky debris across the room.

Delta countered by grabbing Legion by the neck and lifting her into the air, the mechanical assisted power whined from the MAX suit, wearing down from the damage taken and the green armored Sabre Scout choke slammed the insect girl into the floor on her back with a war cry, the floor cracking. Delta mounted her and started delivering repeated blows from on high. "I fight for the people I love! I fight for my city! I fight for those who can't fight for themselves!" Channelling the lessons her parents instilled in her to make her the person she was, into an offensive torrent of stalwart rage. The concrete floor cracking more and more from the blows of kinetic energy. Legion's bladed legs swept around the Sabre Scout and sliced into Delta's back making her scream in pain, sparks and red blood flying, throwing her head back.

Legion reached up and grabbed Delta's armored tipped tits squeezing, sinking her nails into the softness. "AAAAHHHRRRR!" As Legion's head once again healed she squeezed and played with the tits in her hands. "...and yet you are alone, we, are never alone!" Delta used her armored arms to break Legion's hold feeling the sudden relief but with great force Legion pushed the green armored Sabre Scout off into the air, Delta hit the ceiling then landed hard on the ground. As the two slowly rose to face each other again, Delta was slightly hunched over, pain racked her body and parts of her MAX suit were not working. Her right knuckle bomb refused to engage and twitched in a stuck manner. The red neon light in her dented armored visor flickered. The targeting computer wandered and pixelated making her shake her head in an attempt to correct it. She would be lying if she said she wasn't worried, for all her effort she was getting more hurt, more tired and Legion seemed like she wasn't. "We don't care how you found a way around our pheromone, rest assured, it won't stop us from taking you for our pleasure." Delta clenched her fists and prepared to go on the attack once again, just as she shifted her weight forward.

Legion came at her fast and hard, blocking Delta's punch with her forearm and delivered three quick and powerful strikes to the green armored doberman's exposed side, Delta could feel her ribs shift as she cried out. Every hit only fuelling Delta's anger. Legion took the side of Delta's head and forced it into a concrete pillar making it crack and the Sabre Scout lost her footing from the shift in weight and great pain. "FUUUUAAAAHH!" Delta countered, striking Legion in the head, then again even harder making the insect queen fall sideways bracing herself against the floor as it cracked. The Sabre Scout grabbed Legion by the leg, the MAX suit whined as Delta cried out in pain lifting the creature and spinning her in the air. Legion's head sailed through the concrete pillar, the force of the swing was so great Legion barely slowed down as rocky debris exploded in all directions. Delta lifted an armored leg into the air in a standing splits bringing her heel down hard on the defenceless insect queen, driving her once again into the floor hard with a boom, plums of cement dust arced away from them.

Delta huffed clutching her side and backed away slowly as trails of blood trickled from her mouth and the various cuts across her body, her MAX suit scratched and dented. Any other person would have been dead by now. "Fuck...~huff~...you..." Legion sat up and wrenched her neck, an audible crack could be heard. Any visible damage slowly disappeared as the insect girl slowly rose with a smile. "You're clearly delusional..." Legion's expression turned from antagonistic to soft understanding. "...this world is fat and lazy, the incompetent leading the weak by the ear to a shared misery of a self indulgent lack of meaning." Legion raised her hand. "The narcissists above are too stupid to recognize they are in danger....surrender to me here and now. We promise your final days to be filled with pleasures, even dignity if you choose." Legion smiled once again. "We can be gracious like that, this city doesn't deserve your kind." Delta huffed, she straightened her back and opened her legs, with a grunt of pain she spat onto the floor, clearing her mouth of blood and took a fighting stance once again with her damaged armored arms. "That's WHY I'm here." Legion made a look of surprise. "It is death then." Just as the fight was about to continue.

"SABRE SCOUT!" Delta stopped and looked back at the breach her and Legion came through, Sargent Becks stood there with his weapon at the ready, gun fire could be heard behind him. "GET DOWN!" Becks pulled the trigger firing a propelled grenade at the insect queen while Delta dove to the ground. Legion shifted on her feet and slapped the grenade out of the air, it ricochet off the ground then burst in the air next to her. Legion cried out and was pushed into the air across the room. "Get away from her you BITCH!" Becks walked in pulling the trigger, rifle fire echoed while muzzle flashes lit up the forgotten chamber. Legion struggled to her feet under the hail of bullets that ripped through her body splattering blue blood on the floor. She staggered being struck over and over trying to find cover.

Once the rifle ran dry Becks drew his pistol. Legion leaned against a pillar, the bullet holes slowly closing. "We will let you have this small victory, it never mattered. Your end is coming as we speak." Legion took a step forward and Becks squeezed the trigger only to be interrupted with a strong vibration in the room. Suddenly the floor under Legion cracked and burst open as the maw of a giant Breeder worm rose from the ground and engulf the insect queen, it's tentacles wrapping around her body securing her before plunging back down into the earth from where it came.

Becks slowly rose looking around, noting Legion was gone, she appeared to have made her escape. "Uuuuhh." The Security Force officer turned hearing Delta groaning as she struggled to her feet, seeing the immense damage she had taken. "You O.K.? You look like shit." Delta held her side and stretched with a groan. "I'm fine, I....I have to leave..." The green armored Sabre Scout started to limp for the gap in the wall. "Wait!" Becks ran up and handed her a holo-screen tablet. "Too many officers that way, use this to go a different way, it's the map of the maintenance systems." Delta took a moment to look up at the wolf with laboured breathing, the light on her dented visor still flickering. "Thanks..." Delta started making her way to a door on the other side of the room with map in hand when. "Oh hey!" Once again she stopped and turned. "We got the chief back, she'll be fine they say." That was an oddly specific thing to say but Delta didn't stop to think about it. She weakly raised an arm and gave him a thumbs up before turning to leave. Becks looked through the breach watching the Security Force at work, sheltering and rescuing pheromone hypnotized women, bursts from rifles and flamethrowers finishing off any remaining resistance. "Small victory..." Becks echoed Legion's final words, contemplating the meaning.

Hours later and miles away Legion walked alone down a tunnel, she had prepared for the eventuality that her nest would be found, and scattered her children to protect her main plan. She was well aware that her space fairing kin were on their way. She had done a fine job thus far dislocating the defenders of Hyper City and put them in a state of panic. When the time is right the city will find itself fighting a two front battle, attacked from within and from without. The comforting whispers urged her on, reenforcing her reason for being. So many beings across the cosmos struggle to even define their purpose, let alone fulfill it. Legion did not hate them, but pitied them, to be devoid of such belonging.

Legion rounded a corner and made her way into a large chamber full of old machines where many Breeders and whimpering half naked women awaited her. A handful of captured men being restrained by the alien creatures for Legion to use as either slaves or food. A new nest could be build with such materials. Suddenly a clang caught her attention and she looked over, apparently two of her captives were being less then cooperative. A girl in ripped cloths swung a steel pipe striking a giant insect making it whine as it backed off. Behind her was a younger looking boy. "Get away from us you freaks! Get ready to run Steve!" The girl cried out as the Breeders around them closed in. The name spoken pierced Legion's thoughts and gave her a strange sensation. Legion's antenna changed position and the Breeders stopped and looked back at her.

The naked insect queen slowly walked up to the pair as she tilted her head to look at the boy. "You stay away from us, please let us go....er...at least let my brother Steve go!" "What?! No!" The boy cried out. Legion shifted her hips and stared at them. "...Steven..." The sight of this brother and sister struck her hard and clouded her mind, she could feel fear and disgust coming from them. A sense of terror coming from the boy that impacted her in a way she hadn't felt since... Her mind drifted to the night she was in her home, with her brother, the fear coming from him, the fear she never wanted to see coming from him. Her mind travelled back even further, to a time like another life. When she was different, weak, strange. Images of Steven and Sophia Fairchild, arguing, fighting, playing, laughing, crying, from childhood to adulthood.

The brother and sister looked at each other as Legion seemed to be in some sort of trance, deep in her own thoughts. They took advantage of this and the Breeders inactivity, the sister took the brother by the hand and they started running for the tunnel leading out. Legion passively watched them leave and disappeared around the corner. Suddenly a loud cacophony of whispering voices blasted her mind. "Eeeerrrr AAAAAAAHHHHH!" Legion grabbed her head and lurched forward being assaulted, berated while the other Breeders simply watched her. Legion breathed heavily and slowly straightened herself out taking a finally deep breath. "we....are....legion..." She said softly to the many giant insects gathered around her.

Out in space the Sol Invictus and it now ten accompanying destroyers sliced through the fabric of space, the warp fields brushing off washes of light as they travelled at incredible velocities. The fleet immediately went under way after retrieving survivors from the two sunk destroyers and completed repairs. In the CIC of the flagship the senior officers, among them Admiral Grey and Commander Val discussed their next moves.

"According to reports we have just received, three separate mining facilities in the asteroid belt fell under attack and were suddenly silenced. Initial reports speculated pirates, but late transmission video showed it was the Space Breeders." An officer pointed out on the holographic map of the Sol system projected on the central table they were all gathered around. Commander Val ran her thumb across her bottom lip. "Which means they are about to, or have already crossed into the inner solar system. What about Mars?" Another officer spoke up. "The Martian national guard has been put on alert but their orbit is so far along the Breeders have shown no inclination to divert from their coarse to Earth."

The lead helms-woman spoke up. "That would mean, at their current speed and heading they will reach Earth in three weeks or so. We can push the manifold drive to max power and beat them there." Admiral Grey studied the floating map. "We could link up with the defence platforms for added fire power, block them in orbit." Val shook her head. "It wouldn't solve the problem we encountered at the Trojan field. If the Breeders can form defensive fields and we can't get our warheads through, the battle will devolved into one of attrition, they would batter us down, we would run out of ammo and we would be stuck throwing rocks at them from the airlocks." Val paused for a moment and narrowed her eyes. "There has to be a way to attack them, get within firing rang before they knew we were there. Our first battle STARTED fine, but...." She trailed off.

Admiral Grey's eyes darted back and forth as if digging through the library of her mind, she then straightened out with raised brows. "I think I know how we can get the drop on them." The gathered officers looked on in silence waiting for their commander to speak. "Does anyone remember the battle of Luna five?" The gathered officers were silent making Grey shake her head in disappointment. "I need to get you all history books. During the war of Martian independence, the imperial navy launched a daring attack on the united corporation fleet holding at the Earth-Luna fifth lagrangian point. They were out numbered three to one but it was a remarkable victory that prolonged the war for another two years."

The lead helms-woman stuck out her finger. "I remember this now from navigation classes. Your proposing we perform a time dilation manoeuvre!" Commander Val looked back and forth at the smiling and nodded Grey and the helms-woman. "As commander of this vessel I would like to be apart of this conversation." The lead helms-woman ran her fingers along the touch pad keys changing the map and altering the flight paths, everyone watched the holographic trying to comprehend, then the helms-woman spoke. "Normally we exit warp space at controllable velocities to approach planets or other facilities some distance away so we don't accidentally kill everyone. It's standard procedures because of the dangerous nature of the warp fields. If we decelerate from warp space around here." A green marker popped up on the floating map along the new flight path just inside the main asteroid belt. "At say.....sixty percent the speed of light. Time dilation will take effect, what could be hours for us would mean weeks on earth."

Commander Val bridged her brow and folded her arms under her heavy breasts. "How exactly does this help us?" Admiral Grey leaned forward on the table with a smile. "Time is relative, not merely in location but perception. If we do this right, by the time our relativistic times sync up, we will be on top of them before they even realize they are under attack." Val finished the thought, now realizing what was being talked about. "Giving us the opening to hit them with everything we have." Grey shot out a finger and a wider smile. "Bingo."

The commander of the Sol Invictus' marines spoke up, one of the few men in the CIC. "Space is big ladies, what if we miss them?" The helms-woman frowned. "If we miss our window of interception, they will likely move onto earth before we can catch up, we would be late to the defence." Admiral Grey and Commander Val now had two options on the table, head right for earth and engage the Breeders in orbit, they know they could do for sure but the resulting battle was less sure. Or this old manoeuvre, if done right, would give them an opening advantage and secure a victory, but a much larger window or error. A lot of ifs. Val and Grey locked eyes. "What do you think?" The bear pursed her lips questioning her commander. Grey smiled. "It's your ship..." "It's your fleet." Val countered. In a moment of pure professionalism, belying her joviality, Grey gave the commander a stern look and a single nod. Commander Val turned to the other officers. "Make your calculations and have them done within the hour. She then hit a button on her ear piece. "Battle suit pilots to the hanger decks, weapons crews on stand by. All hands, action stations!" Admiral Grey hoisted herself onto her command chair and hit a key on a console. "Fleet wide, Admiral Grey actual. All ships prepare for mission update and combat operations."

The preparations only took a couple hours and everyone secured themselves to their duty stations, medical was ready to accept casualties and the battle suit pilots strapped themselves into their cockpits, turning on their machines, making personal preparations for the battle to come. Commander Val sat in a command chair over looking the CIC next to the admiral as she panned her eyes across the men and woman who have taken upon themselves to partake in the fate of a world. Truly the best Hyper City, a place of wealth and lazy decadence, had to offer. The lead helms-woman called from across the CIC from her station. "We have cleared over the main asteroid belt and approaching the point of no return ma'am." Commander Val looked over to the Admiral who just smiled at her, Val couldn't help but return it this time. All things considered, she did well. "Alright, execute operation shooting star!" The officers at the helm station started working their fingers across holo-screen keyboards punching in the final commands of their flight plan. "twenty seconds to P.O.N.R, inertial dampers are maxed out." An alarm chimed and a computer voice echoed through the CIC. "Attention, decelerating from warp space." Helm called out. "Ten seconds!five, four, three, two, one."

In the blackness of space eleven flashes of light burst signalling the ships return to normal space. The small fleet shot across the void like shooting stars far faster then the engineers intended for them. Inside, the decks violently shook from the sudden change from the comfort of a warp field to real space acceleration. The hull could be heard creaking and whining despite the best efforts of the inertial dampers hard at work to keep the crews of the fleet alive. Commander Val clung to her command chair and grimaced feeling an intense pressure on her chest, her large breasts jiggled but was too scared to cover them in fear of doing something wrong or dangerous. The fleet was on a curving coarse that would intersect with the projected coarse of the Space Breeders, each leg of the journey planned down to single digit margins of error, which if everything failed could mean hundreds of thousands of kilometres off coarse. It was a hard go, a solid forty five minutes of uncomfortable pressure and vibrations, but finally. "Adjusting angular yaw and commencing deceleration burn!" The lead helms-woman called out across the CIC.

The Sol Invictus fired powerful thrusters, it's ram or front end started shifting, pushing up as the great battle carrier started to flip over. The accompanying destroyers started mirroring their lead ship. "Deceleration burn in twenty seconds!" Soon the powerful high output ion engines flared from the ships in the fleet along with the many manoeuvring thrusters. The ships ripped through the stars like fiery comets, from a distance the eleven lights arched through space at incredible velocities.

"Deceleration at fifty five.....correction forty nine percent the speed of light, fleet on coarse, no corrections, mission time, earth factor, plus three days, fourteen hours and climbing!" The helm called out. Commander Val looked at a panel attached to her command chair, it showed two sets of dates and times. One was their own showing the operation had been going on for two plus hours of flight time. The other showed earth time, rapidly climbing from the first. From an outside perspective they had been flying for eight days so far.

As the earth ships continued to decelerate the wake thrusters cut out forcing the crew to lurch from the sudden change in thrust. "Wake thruster fuel drained!" One of the helms-women called out and their leader called back. "Transfer auxiliary back ups to the ion engines." The lead helms-woman looked back to the rest of the CIC. "Deceleration at thirty nine percent the speed of light, no coarse correction needed, mission time, earth factor, plus thirteen days, four hours!" Val once again looked at her command console noting they had been travelling for five hours, from their perspective. The large holographic table in the middle of the CIC showed the intersecting fleets grow closer and closer, the cross lines of their coarse intersecting just outside the earth sphere.

The field of stars quickly passing the Sol Invictus and her destroyers slowed to a crawl and finally to a stop. The fleet of earth ships came to a relativistic rest in the depths of space. The lead helms-woman huffed looking at her controls. "We have arrived at our target destination, we are travelling now at controlled manoeuvrable velocities ma'am. Relativistic time sync is.....fifteen days, twenty hours, thirty eight minutes....mark." Commander Val rested her head back on her command chair breathing heavily. "Status report!" She called out to everyone. As each section called in to give a report, the RADAR operator watched the swirling three dimensional arch on her holo-screen. "The Breeders!?" Val called out. "Nothing ma'am..." Admiral Grey exhaled. "We must have missed them." The RADAR operator watched the screen in front of her when suddenly a wave of blips fired across her screen. "Aaahhh! Eerrr! RADAR contact! Enemy fleet baring nadir twenty two degrees, distance, four hundred eighty kilometres!" "LIDAR confirms, silhouette profiles match the Breeders!"

The earth fleet drifted on it's coarse as the large host of giant space faring creatures, beings of titanic proportions drifted under them, seemingly unaware of the new arrivals. In the CIC, Commander Val leaned forward in her command chair and gripped the arms with her hands. "We got you, you sons of bitches. Helm, one hundred and eighty degrees yaw, get our gun batteries in line. This is Commander Val to all ships, acquire flashpoint coordinates for nuclear bombardment.." She tightened her fist and slammed it down on the arm of her chair. "...OPEN FIRE!"

End Episode 5