FSE

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Above: an arid desert of sharp rocks, salt flats and dehydrating death, soaked in merciless sun almost every hour of every day, and when it wasn't, it was instead bone-chillingly cold. As far as most would ever see, there was no life at all, beyond perhaps bugs that burrowed deep into the dirt to escape the day.

Below: the Facility. It was only one of many, this one nestled deep in the most hostile badlands of the entire continent, it was a safe place to contain a certain rare type of male: the breeder. Breeders were the result of something – nobody knew exactly what, but extradimensional merging of personal timelines had once been suggested by a former scientist – that transformed a regular man into a hyper-virile breeder with strange and unnatural powers or caused one to be born as such. These powers always included at least an aura of a hypnotic, mind-blanking scent that instantly left unprotected normal men as little more than drooling, adoring cocksleeves, and while women were more resistant to their powers, they, too, could meet the same fate if indulging, or being forced into, unprotected sex with a breeder.

Supposedly, women could also transform into something, but such information was heavily, heavily compartmentalized due to the infohazard of the breeders' existence. The general public didn't know they existed, and they couldn't. It'd cause endless headaches for the project of containment if civilians wandered onto the sites to protest the incarceration of, or worse yet, to liberate their own impending doom. As such, they didn't even know that the facilities existed, as each was built deep underground in some of the most hostile places on earth and beyond. Each facility had an administrator who only knew of their own facility, barring extraordinary circumstances, and an overseer who observed multiple facilities from a different location, but even they didn't know of more than a few each. At the very top of the shadowy-by-necessity hierarchy was a mythological figure who had no official title. Some called this person the Executor, but it was only one title among many. That was the only person with full knowledge of the project's scope. They were rumored to be an anomalous creature themselves, though most likely not one of the breeders. It was rather difficult to get them to organize things to such a level, after all.

Forty-two, an otter, was one of precious few workers who had been placed in an administrative position due to surviving a breeder containment breach at her former workplace. Even she knew only of two facilities; one in the arctic, that as far as she knew was still secure… again, after a recent breach, and the Badlands Facility, where she was currently stationed, and where all hell was breaking loose. Below her were the regular all-female workers who ensured that the breeders remained pacified and satiated in their cells, typically by way of sexual favors, and then a variety of others who did simple labor such as laundry.

The system worked well, until one worker or another was successfully seduced into allowing herself to be bred, or until a breeder was left frustrated for long enough that its instinct drove it to break free. And at the Badlands Facility, that was what had just taken place.

So, there she stood, some unknown distance underground, naked from the waist down from having been masturbating to the chaos unfolding around her, holding a heavy rifle filled with some viscous liquid as something tore at the triple-secured steel-and-titanium door to her heavily reinforced office. The fireteam – the rank-and-file security forces meant to contain breaches by any means necessary – had been dispatched, but she had no idea how far away it was or if they'd reach her in time. The office had an emergency exit meant only for the administrator, but that would lead her directly into the inhospitable wasteland above, where she'd meet her end rather quickly if there was no rescue awaiting her.

While the idea of being transformed into a breeding toy excited her beyond measure, the otter wasn't so far gone as to eagerly surrender to mindlessness. It was, effectively, death.

“If you breach that door I'm going to fire," she warned, in the loudest and clearest voice she could project. “And I have no idea what this weapon does."

For a moment, the thumping and tearing stopped, as if the breeder trying to gain entrance stopped to think. And why not? They were sentient, unlike their victims after the breeders were done with them. Yes, they were entirely ruled by their carnal instincts and lusty impulses, but they retained a certain sapience that allowed them to have other interests once those urges were sated. That was how the facilities worked; the breeders were kept sated so that they'd have no drive to hurt anyone in their otherwise wild rutting. At the same time, if they were allowed to actually breed someone – or otherwise managed to talk or force their way into doing so – they tended to go into a frenzy and quickly overrun a facility thanks to their extraordinary powers.

That was what was happening right now, and it was all 42's own fault for not setting off the alarm when she saw things begin to go south. In her defense, which was admittedly rather frail, she had been busy masturbating to the sight of her lower ranked coworkers being taken.

“A proposal," came a voice from behind the door. “If you'll listen."

Just the deep baritone of the breeder was enough to make 42 shiver. Everything about each breeder was honed by whatever transformative force created them into being perfectly and purely sexual, a razor's edge of seduction, at least if one happened to find themselves attracted to particular kinks that they might also incorporate. Some were fully amorphous. Others were extremely manly or effeminate. Some would happily dive directly into any unprotected mind and hypnotize their victims.

This one, 42 didn't know yet, but she kept the squirt gun-looking weapon pointed firmly at the door.

“Yes?" she asked, hesitantly. “What do you propose?"

“You could be one of us, instead," the breeder replied.

Apparently, this breeder was one who came up with outrageous lies and hoped that his victims would believe him. 42 rolled her eyes, though owing to her vivid imagination, she regardless thought of how it might feel to be a breeder. She'd probably-

“-grow a cock, yes," the breeder rumbled on the other side of the door. “Which you've already fantasized of."

Ah, it wasn't a liar. It was a mind reader, telling her exactly what she wanted to hear. It wasn't much a feat, though; the otter fantasized about almost everything.

“Open this door. It'll be easier if we can talk face to face," the nameless breeder continued. “I won't try anything. You're armed and I don't want to know what your weapon does either. All I'm saying is that there is a way for women to become true breeders. You could experience all the pleasure without losing your mind, or even having to get pregnant yourself."

Maybe it was some sort of corruptor. 42 had heard of them, though only in passing. Breeders that delighted in corrupting others almost as much as they desired to knock them up. They were rare; corruption was a complicated process of a fetish, and only rarely did breeders have the required mental capacity for it. She glanced down at her weapon. The heavy, sloshing tank was full of some kind of goo that was supposed to put down even the most powerful breeders. A unique weapon afforded only to the administrators. She shouldn't, she reasoned, be any less safe with the breeder in the same room as her… and she'd already played with fire so many times. What was one more?

“Tell me how the plan works, first," she said, cautious regardless of her excitement. “And don't hesitate, or I might think you're making it up as you go."

“Mm," the breeder replied. “Given the way the transformation into a breeder works… or, I suppose, the transformation into one of our victims…"

He paused for a moment, perhaps trying to gauge if the administrator he was talking to could understand what he meant, or if he should return to the original plan of breaking down the door and pouncing her. She kept quiet, as well, leaving him to make his own decision.

“In short, a mixture of a regular man's and a breeder's cum should trigger a different transformation," he sighed. “You'd grow the cock you've dreamed of, and be like us, except otherwise female. Now open the door."

“Right. Gun's still pointed at you, just so you know," 42 replied with cold command, tapping the button to open the doors. Torn as they were, they hissed and stuttered, but eventually managed to slide open, aided by the breeder's strong arms. He stepped inside, and 42's first reaction was one of surprise. She had been expecting one of the more monstrous types that this facility hosted, but instead, she was greeted by a rather lanky – if damn near physically perfect – fox, with a wide grin on his muzzle.

Corruption and trickery, then. Nobody had quite managed to pin down what determined a breeder's form, but the prevalent theory was that each was a sexual fantasy that'd somehow been infused into an otherwise normal male. Or perhaps, female. Somewhat akin to elementals or demons of fantasy fame. This one would be the kind to stealthily get someone pregnant, or to twist their mind until they were openly begging for it.

In other words, the polar opposite of whom to trust.

“The problem is," the fox smiled. His outlines seemed a little blurry, as if he had to concentrate to remain solid. “We have quite a shortage of regular men here, don't we? Maybe it'd be easier if you just ended up as a breeding toy…"

“Gun," 42 replied, reminding the fox of what she was holding and pointing at him.

“Oh, that probably won't work anyway. They give those to you just to make you feel safe, but you know the organization doesn't care one bit. All your coworkers are down there, getting fucked already. Except that one bear…"

Just then, there was a rumble from somewhere far above. The walls of the facility trembled, and the cadence of the sirens changed, before an automated voice informed them of what was happening.

“A fireteam has been dispatched. Please assume a prone position and do not resist. Failure to comply will result in the facility being sterilized," the voice announced.

42's eyes lit up, but it was the breeder-fox that spoke first. “Well, I suppose that's a fortuitous delivery of regular men. Maybe you will get what you wished for."

His sheath twitched a little, a beautiful and tapered vulpine cock peeking out over a perfectly shaped fuzzy sheath and two plump, full-looking balls. At least 42 could congratulate herself on predicting that part correctly; he did seem to enjoy the idea of corrupting her more than the thought of breeding her. Then again, so did she.

It didn't make much sense, but her mind had been a little shattered, like a broken mirror, ever since the first security breach at the arctic facility. She wanted to surrender to the danger she'd seen that day. To let it claim her. But at the same time, becoming the danger was an even more intoxicating thought, now that the possibility had been revealed to her.

“We might work together," the fox mused. “Let one of them get separated from the others. You approach them and lead them into one of the cells, and then…"

“Mm, I understand," 42 replied. A glance at the monitors showed the fireteam tranquilizing one breeder after the other. The gelatinous one she'd been worried about was hit by a dart and immediately collapsed into a puddle that'd take some effort to mop up. It wasn't until they encountered the mind-warping dragon that things got chaotic. He caught a dart in the neck, but only after befuddling the entire team into wandering off in different directions. The mistake was assuming that a confused fireteam member wouldn't default to shooting him out of pure muscle memory.

The breeder pointed at one of the screens, at a feed of a coyote wandering aimlessly. “That one."

42 had the distinct feeling that she was being swept along into something again. The limited amount of control she'd had over her own life as an administrator had been liberating, and it was all gone in an instant. Another series of events that she couldn't stop any more than she could stop the tides.

“How does being a breeder feel?" she asked the fox, though she held on to the goop-rifle with a grip so firm that her knuckles were white under the thin layer of brown fur. “Like, really?"

“I don't remember how not being one felt," the breeder confessed. “But imagine an overwhelming urge to do something, such as to slide your rock-hard cock into a warm and slippery cunt, and then take control. To entirely chain someone to your will…"

She could only imagine how the first part felt, though judging by all the men she'd been with, it wasn't too hard to picture just how alluring a pussy was to them. The second part was what really made her heart race. The chance to actually take control of something instead of being controlled, either by the organization or whatever breeder happened to get lucky enough to spurt their cum into her first.

Doing so would require her to basically lead someone else into their ruin. But at the same time, had the organization not already ruined her life several times over? She felt as if the facility itself was judging her as she was followed by the cunning breeder fox down the stairs from the administrative office. At a safe distance, of course. She wouldn't let the fox get too close, at least not yet. There were occasional noises from the main floor, or at least, a few that she could hear over the blaring siren suggesting that everyone stay put as they waited for the fireteam to pacify the breeders.

But the fireteam was scattered, not having been equipped with psionic protection. It would take them a while to regroup, and even once they did, the decision might be made to sterilize the facility rather than attempt to recapture the breeders and their victims. That, 42 reasoned, was evil in itself. So really, she was doing a good thing by ending that system, even if it was only at this particular facility.

Never mind the millions that the breeders would bring under their sway if unleashed. It was rational thought, and not at all driven by the feeling of her soaked folds rubbing against the soft cotton of her panties or how her clit was so stiff it almost felt like a cock already, the otter reasoned. The pleasure would just be a welcome side benefit. Really, she was being good and noble.

“Well, in some sense of the word-“ the fox began with an amused tone, replying to 42's thoughts, but then stopped abruptly, diving into a nearby empty cell. “-he's nearby. Lead him here!"

For a moment, 42 thought of how she might accomplish it. Then, hearing steps approaching, she quickly dropped the rifle and raised her hands. Indeed, only seconds later, the lost fireteam member stumbled into the corridor from around a corner. He noticed her and instantly raised his own weapon, which looked considerably more hostile than 42's squirt-gun.

“Who are you-“ he started. “-the administrator? Thank god, I can't find anything in this hellhole!"

He lowered the gun. And that was the otter's que to lay it on thick. There was an easy way to cure women who had been driven into heat by the breeders as long as the process hadn't been completed; 42 was all too familiar with what it involved.

“I'm in heat," she whimpered. “One of them got too close."

“Fuck. Well, we can't leave you like that or you'll be like a beacon for them," the coyote sighed, though not without an audible grin behind the hermetically sealed gas mask. “Any safe place nearby?"

Maybe it was a little predictable. A bulge was quickly forming in the coyote's pants. But the eagerness was a part of why 42 went along with it, in the end. Everyone seemed to want to take advantage of her, and increasingly, what the fox had suggested to her felt like the only way out of the cycle.

She nodded toward the cell, and let the fireteam coyote lead her there. She could smell the fox's pheromone-laden scent thick in the air, but the coyote could not, not through his mask. His attention was entirely focused on the otter, who was still bottomless, clad only in her administrator shirt and blazer. She was also quite wet enough to be thought of as being in heat, which made the ruse that much easier.

It wasn't long before he had her leaning against a wall, a rough pair of calloused fingers eagerly sliding against – and nudging into – that weeping, slippery slit between her legs. The one that she might not have for much longer.

“Mm. You're definitely in heat," the coyote rumbled. His kneading rubs grew a little more insistent, and he had managed to fumble his cock out of his pants. It did look enticing, and 42 was rather genuinely horny, too. There was that feminine urge to simply let him have his way, to let him thrust that cock into her and knock her up. At least she wouldn't fall victim to the mind-warping breeders, then.

But no.

“Mmh, kiss me, please," the otter groaned, as the coyote's thick finger sunk into up to the knuckle. It felt like he had a lot of expertise in doing this, going by how she very nearly saw stars when he pressed firmly against her elusive g-spot.

Her request gave the coyote pause. On one hand, he was perfectly aware of what would happen if he got exposed to a breeder's scent without the protective mask. On the other, the cells were hermetically sealed as well, and this one had clearly been abandoned. It was completely dark and empty but for him, the otter, and the fox that he couldn't see, pressed against a wall in the furthest corner.

“Please, I need you," 42 continued, moaning, her slender webbed fingers tugging at the sides of the coyote's mask with the kind of feverish desperation a sleeping princess might have to be kissed by a prince. “Please."

“Fine. But quickly," the coyote relented. He flipped a couple of well-hidden latches near his neck, and the mask came off. Leaning towards the needy otter, he took a deep breath, and the instant he did, his eyes all but glazed over.

“Wh- whah-“ he stammered, losing his balance and stumbling backwards, moving as if the scent had immediately robbed him of even his coordination, hands sliding uselessly off the stock of his rifle, unable to grasp it. “Are you a- a- a-“

42 shook her head. But she didn't feel sorry. The organization deserved this, and she deserved it, too. The coyote continued struggling until the fox revealed himself, stepping out of his shadowed hiding spot, and then, instantly, the confused expression on the coyote's face melted not into fear, but into a vapid, happy look, empty-headed and free of worries. His cock instantly twitched, a gush of stringy precum spurting from the tapered tip.

The transformation was so intense and immediate. 42 had never witnessed it before, but the coyote had gone from a presumably average man into an obedient, horny slave the instant he had caught the breeder's scent. It was incredible, leaving her even wetter than she was before, that lust-puffed cunt of hers leaking like a faucet as she watched the fox play with his new toy. He slid a finger into the coyote's mouth, and he sucked on it adoringly, with an empty and unfocused look in his eyes.

“See? You'll be able to do this soon, too… you'll just have to ride his cum out of him, first," the corruptor-breeder grinned maliciously. “All you'll have to do is be near them, and they become like putty."

“Ride him?" 42 asked, incredulously. “What, bare?"

“Yes. Being full of cum will prevent mine from having quite the same effect. Instead, it'll combine some elements of you and him," the fox explained. “And then, good-bye pussy. I do look forward to seeing you mount some of the workers here."

“I'm not going to just force myself on them," the otter complained, but she was already approaching the coyote, who the fox ordered to sit down by the wall.

The fox looked at her doubtfully. “You will. But that's part of the fun. You'll finally actually understand why we do what we do. It's not because we're evil. Well, most of us aren't… what are you waiting for? The others will regroup sooner or later!"

There was, perhaps, some irony to him insisting that he wasn't evil after wiping the coyote's mind. But breeder morality could never fully align with that of mundane creatures.

He placed a firm hand on 42's shoulder and pushed her down with a surprising strength that his lanky form concealed. She gave a startled squeak, being forced down onto the coyote's cock, but at the same time, the combined breeder-scent hanging thick in the air, and the natural arousal of her transgression and betrayal was heady, to say the least. So when her lips touched the dumbstruck coyote's throbbing tip, she moaned rather than protesting, huffing and panting at just how electrifying the touch of his member felt against her lust-inflated sex. She wasn't in heat, but she might as well have been, for how impossible it was to resist.

After that first touch, the fox let go, but she couldn't really keep herself from finishing the motion he had begun; slowly, she impaled herself deeply on the knotted breeding rod, savoring each white-hot inch as it pushed into her welcoming body. The penetration was, thanks to her copious wetness, so slick she barely felt anything but heat and stretching. Quickly, his cock nestled itself deeply in her warm body, the head nudged against her cervix with surprising comfort.

It was strange to imagine that this might be the last time she felt that sensation of fullness, unless someone figured out a “cure" for breeders, if such a thing was possible at all. But at the same time, the thought of having a cock of her own and experiencing the other side of the coin felt more exciting with each passing heartbeat. She felt the coyote throb inside her and heard him groan, imagining herself throbbing just like that, with the same single-minded and focused lust.

“Good girl. Now ride him dry," the fox goaded her. “Then it's my turn… and then, you'll have what you want."

Gods! The fox was going to corrupt her so utterly. Make her grow a big, throbbing cock instead of her pretty pussy. A cock that'd completely consume her thoughts when horny, until she could do nothing but obey it and mount the nearest woman, corrupting them into a mindless horny slut in turn. It seemed delicious.

And so, she began to ride, with slow, measured gyrations of her hips at first. The coyote kept staring at – or through – her with a pleasured but unthinking expression on his face, all resistance having left him as he fell under the breeder's sway. He was nothing but a toy now, a servant at most, and 42 used him to his fullest, relishing in all the pleasure that his hard, subservient cock could provide.

Unfortunately, with the loss of agency, he had lost all motivation to control himself, as well, and he couldn't hold back for long. 42 let out a breathy moan as she felt the coyote already swell inside her. His knot remained just outside, neglected only due to a lack of time to properly appreciate it.

“He's close," the fox told her, noting that the coyote's balls were already pulled taut against his trembling body. “Come on. Squeeze. We need to hurry up!"

The otter squeezed, clenching her strong inner muscles around the coyote's cock experimentally. Almost instantly he throbbed hard in response, let out a weak, groaning yip, and a sensation of thick, wet, creamy heat began to spread deep in 42's belly, strong jet after strong jet, each splashing almost directly against her cervix in a tickling gush. Then, he slumped back, closing his eyes with the kind of complete blissful contentment that only the truly mindless could ever really experience.

“Good girl," the fox rumbled. He leaned down to press his hand firmly against 42's bare stomach, as if trying to feel the seed inside her. “Rrr. It's a shame I can't just claim you for myself… but we need a queen."

“Wait what? A queen? What are you talking about?" 42 asked, her voice dripping with frustration at having just been denied the release she'd been so deliciously close to.

“Oh, you wouldn't know, of course," the fox laughed. “Because you never see it in the facility. But we're meant to have a queen. A woman. Except… well, not the breedable kind. That's the purpose of those we claim."

He caressed, slowly, up the otter's flat stomach and over the curve of her breasts, covered as they still were. And then, he pushed her over roughly, onto all fours over the coyote, with that one's cock slipping out of her with a wet pop. She felt a gush of his cum follow, and despite the situation, 42 still felt herself blushing at the incredibly lewd sensation.

“And now it's time for you to take your place," he added. And in the blink of an eye, he was on top of her, his strong hands on her shoulders and pushing her upper body down and against his obedient coyote-servant, whose body – despite the armor he was wearing – was at least a more comfortable breeding rack than the cold floor would've been. “You can moan if you'd like. I shouldn't need too long…"

He said that last part with a sarcastic tone, but at the same time, there was no doubt the breeder was at least as aroused as 42 was at the idea. She felt his stiff cock bump against her ass. And that's when the absurdity of the whole situation really dawned on her; she was about to let a breeder fuck her.

Sure, he claimed that she was going to end up as a queen rather than a mindless slut.

But trusting that claim still involved trusting a breeder.

Still, it was far too late to take anything back, now. If not before, then after the fox thrust forward with a growl, instantly spearing his thick vulpine shaft knot-deep into her cum-filled sex. 42 almost seized up at the feeling, clamping down like a vice around the breeder's shaft. He pulled out, and then speared back in with a wet, squelching thrust, before doing it again, and again, and again, churning and frothing up the coyote-cum already inside the otter.

“Mnh, yesss. It's been far too long. Should've surrendered to me long ago," the fox growled, rutting into her with the eagerness of a male who hadn't been allowed to properly mate in years. “I wish I could knock you up, slut. And make my slave. But we need a queen or we'll end up in cages again."

He leaned down, teeth grazing first 42's scruffy neck-fur and then her small ear, which he nipped, immediately making her tense up, back arching as she clenched around him with a yelp of pleasure and surprise.

“But I'll still enjoy every brief second of this. Until you have a cock, you're mine," he growled, hot breath washing over her inner ear. “My slut to breed, even if only your new cock will swell rather than your belly…"

He began to thrust, quickly reducing the otter into a moaning, shuddering mess as his cock sawed over her clit and g-spot. All the breeders had just about the perfect shape to pleasure any woman. Not that the fox was focusing on her pleasure, not in the slightest; he fucked her roughly and quickly, with the determined jabbing motions of an animal concerned only with filling its mate with cum.

Had 42 been any less soaked, any less horny by what had been her fantasy for years finally manifesting, in offering her pussy to a breeder, it would've hurt. But instead, as he battered her insides, she felt only shuddering quakes of pleasure, her body leaking like a faucet around his cock as it mastered her body, intent on changing her somehow. She half expected her mind to fade, no matter what the fox said, when he felt him throb. But instead, as his cock jerked inside her and swelled, tugging and pulling against her inner walls in throbbing rhythm, she felt something else, instead.

A warmth filled her, yes, that of the breeder's tainted seed mingling with that of the innocent coyote who was now beneath her, almost unconscious. But that warmth didn't stay where those strong spurts left it. Instead it radiated through her body, relaxing at first, but then her entire frame seized. 42 tried to gasp for air, but every muscle in her seemed to be cramping at once.

“Shh," the fox whispered as she whimpered. “Just let it happen. You wanted this, so become our queen. Don't fight it."

Slowly, slowly, he pulled out of her. And every inch of cock that left her was replaced with that same feeling of stiffness, pressure, and tension, lust of a kind that she hadn't really ever felt before.

She squealed as the fox's paw brushed over her clit. It felt engorged, obscenely big against the breeder's fingers, and hard in a way that she could barely describe. It was a demanding hardness, one that filled her mind with a focused urge to make it go away. She barely dared to open her eyes, but when she did, it was to the sight of her former clit visibly growing, a veiny shaft swelling from what'd just been a cute little nub. When she saw it, it throbbed, with the same muscles that'd tense her inner ones before, and just as instinctively.

It looked so crude jutting out from her otherwise feminine groin, and it excited her beyond measure. The visible corruption, and more than that, knowing that she wouldn't be able to hide her lust ever again. Everyone would see her cock harden and know just what a horny slut she was. Even if she wore pants, they'd see the bulge.

42 let out a shrill moan when the fox squeezed her growing length. He teased the area just beneath it, where her shaft connected to her body, and where something else was happening. An even heavier sensation that she couldn't quite pinpoint. Not until she felt a heavy sack slap against her thigh, and realized it was her own.

“All full of cum and ready to breed, you're taking to this well, my queen," the fox grinned. Then, his warm hand cupped her new balls, and the feeling drew another gasp from the otter. They were so very sensitive to the touch, but in a different way to her thick cock. They felt swollen and filled her mind with an urge to empty them.

Suddenly it made perfect sense to her why men were always so eager to hop into bed, or why the breeders needed to be satisfied. The pressure down there, in her seed-bloated balls, consumed so much of her attention, and already, her hips twitched into the fox's grasp.

“Beautiful. Just beautiful," the older breeder smiled. “There we go. Such a good look for you."

The fox was panting with exertion from how quickly he had fucked his cum into her, and stared brazenly at 42's new cock. She was very aware of it; the strange weight of the fully erect tool jutting from where her clit had been, before. It felt demanding and important, as if it had a mind of its own. It didn't actually control her behavior_._ Probably not. But she could totally understand why so many men did so many foolish things when thinking with their cocks. It was practically aching to be put to use, and the pressure in her balls – which felt ever stranger and heavier, dangling from just beneath her cock – was worse. She couldn't quite find the words to describe it, but perhaps the closest would be to how she had felt when in heat, when fully female, only the opposite. The burning urge to fill someone, to relieve that pressure at almost any cost. And it kept getting worse each time she imagined something sexy, or when the fox's soft hand slid down the rigid length.

She tried to imagine a warm, wet pussy spread wide open for her, and the thought immediately made her throb, hard.

“Now what?" she asked, panting with arousal as precum drooled down the length of her new, beautiful cock, despite already having a pretty good idea.

“Now you take care of your new needs," the fox grinned. He was practically drooling at the sight of her. “I'll help, if you need it… but I think you know what to do. Let your cock do the thinking, my queen," he said. There was a hint of reverence and deference in his voice and the way he almost bowed to her.

Maybe he had been telling the truth about the breeders naturally desiring a queen. Or maybe this had all just been a crazed experiment. But either way, the more 42 thought about pinning down one of her lower-ranked colleagues, the more excited she got. Each of them had a hot little slit between their legs, after all. Made for her cock. And all she'd have to do was pump her cum into them and they'd belong to her, to be used as much as she wanted.

She couldn't wait. Only a brief trip up to the control room was required to fetch her pants again. If there were any untaken staff members left, they would likely react poorly to seeing her cock, at least, if they saw it before it was too late. She had seen B-19 get fucked by the dragon. The cat newcomer was certainly gone, too. She had rubbed herself raw watching that. 11 had been fucked into the ground by the hippogryph, and the bear – 77, she seemed to remember – had somehow managed to hightail her British ass out of the facility.

There would be a few of them left, though, along with the remaining members of the security team. She also hadn't seen the tigress from the break room succumb yet. As she, with the fox in tow, once again headed down to stalk the halls, 42's attention was drawn to two things; how uncomfortable the tight office pants she was wearing really were with her erection tenting them, and how the other breeders seemed to keep a respectful distance. She walked past the hippogryph she'd seen on the camera feeds earlier, who reacted first with a predatory glance and a smile, only to recoil and assume a far more submissive posture as it approached and saw the changes that'd happened.

“A queen? It has been so very long," he spoke, softly and deferentially, entirely unlike what he'd done with the bat, who was now eagerly at work cleaning his well-used and stained sheath with her mouth, just another of the mindless breeding sluts. “One of them is hiding somewhere nearby," he offered, as if already trying to get on 42's good side.

The fox didn't say anything, but 42 just about felt him smile. If she was the queen, the fox would be her advisor, or even a consort. He followed, quietly, as 42 wandered the corridors, checking each cell she passed for survivors and finding none. Time was growing short; the facility would be sterilized, or they'd run into the fireteam, and she had no desire to fight anyone.

Just then, she heard a quiet little whimper. A plea for help, spoken quietly so that none of the breeders would hear it. It came from one of the nearby cells. She opened the door slowly, while her follower remained outside.

“Who- oh, thank the gods!" a tigress squeaked, breathing a premature sigh of relief as she saw that 42 was a woman, too. “I hid in here the instant the breeder got out."

She was half naked, too, though in the tiger's case it was her upper body that'd been left bare. The breeder must've been one who rather liked breasts, and who could blame him? The tigress has the perfect hourglass body with heavy, beautiful mounds on her chest. For 42, it felt strange and unfamiliar to be attracted to them – she'd always thought of her tits as something that just happened to be there – but her cock twitched eagerly as her eyes followed those luscious curves.

The otter stepped a little closer to her. “It'll be alright," she said, softly. “The fireteam is already here, we're waiting for them to secure the facility. Just relax…"

She sat down next to the tiger, close enough that she'd soon be getting a good whiff of the pheromones that the otter figured she had to be exuding by now. Even if they couldn't corrupt women the way they did men, they certainly resulted in increasingly hard-to-control arousal. She knew as much from experience. And indeed, soon the tigress leaned against her, implicitly trusting her as another woman, one that smelled amazing.

In fact, the otter's scent really was rather captivating. The tigress figured it had to be some kind of traumatic reaction, but she felt so very comfortable when close to her. Like there was an implicit bond between the two of them, a bond and something more, a spark and a tingling, something akin to a gentle electrifying sensation that she could feel from her toes to the tips of her ears. A relaxation that made her want to just lay on her back and enjoy whatever happened. Surely it was a natural reaction to finding safety after all the fear and anxiety.

She let out a little whimper as the otter's arm wrapped around her, stroking along her side. She didn't even mind it when her nimble fingers explored the curve of her breast, or when they traced a little circle around her bumpy areola. She didn't even see anything wrong with letting the otter guide her down onto the comfortable, soft, carpet-clad floor. Her touch felt really good, and with every breath she took it felt more appropriate, not minding it when her work pants were unbuttoned and came off. Nudity was far more comfortable, anyway. And other women weren't a danger.

She had been trained to react with pure instinct and muscle memory in this kind of situation, but her subconscious didn't register the otter as a threat, leaving the tigress defenseless against her advances. It all just felt so good. Without the ingrained reflexes of all staff members, she only enjoyed the soothing lull of her pheromones, and moaned quietly as the other woman's hand pressed against her panty-clad mound, kneading that warm softness and inspiring all kinds of happy feelings in her loins. Fluttering, swooping feelings that made her legs naturally nudge apart to give the otter better access.

The tigress had never as much as thought of having sex with another woman, but the otter's presence was all-consuming. And when she stood up to pull her pants down, the cock that sprung out hotly, scattering droplets of precum over her shivering body, looked absolutely beautiful. She felt herself grow damp in anticipation, her body preparing itself to accept…

…accept what?

42 moved on top of her, kneeling between the tigress' legs. She throbbed in anticipation, licking her lips, barely able to believe how sexy – and needy – this made her feel. She was about to fuck someone and breed them, with her very own cock, and make them into a permanently empty-headed dumb slut that she could fuck whenever she wanted.

But even that was secondary to the sight of her perfect, pink pussy naturally gaping ever so slightly with how wide her legs were spread. The sight gave 42 her first taste of what being a breeder – or having a cock – truly felt like. An irresistible urge, somewhere at the base of her spine, almost making her hips rock on their own accord, a focused urge that felt like blood draining out of her head and into her cock, the otter's entire world laser-focused on sliding her new, wonderful cock into that welcoming cunt.

She did so. Her tip kissed the tigress' folds, and that was the end of any conscious thought, or attempts to disobey her changed body. Instead that first feverish, wet touch sent her into a frenzied, blind state of lust. With a buck of her hips that felt as practiced as it would to any male, she sank her entire cock into the eager tigress, gasping and huffing at the incredible heat and tightness that surrounded every inch of her. She clenched around her, too, and it felt like the best massage that the otter had ever received. Like the tiger's fertile body was begging for her cum, expressing a fiery, deep desire without a word ever leaving her lips.

She'd receive a fair bit more than just the otter's cum, which she couldn't wait to seed the tigress with. She'd receive a blessing, the gift of not having to think at all. That, and a big, swollen belly full of life. 42 throbbed at the thought, felt something wet gush out around her cock, and for a moment she thought she was cumming, until she realized that the pleasure was still building. Not that it'd take long. She was already trembling and shivering as she thrust into that amazing, heavenly slice of bliss tucked away between the tigress' legs. If every pussy felt this good around her cock, she was hooked.

The unfamiliar feeling of her balls drawing up and tightening against her as they prepared to unleash their mind-warping load of virile seed inside the dazed tigress was unfamiliar to the otter, to say the least. If she had known, then perhaps some spark of reason would've made its way through the thick, sexual fog that clouded her mind. Some hesitation to leave the moaning tigress completely mindless and destined to be nothing more than sleeve for any cock to breed.

But she wasn't. So, when her orgasm came, it came suddenly and violently. She barely had the time to let out a moan before the pleasure reached a boiling point, and then, clutching at the tigress' hips and breasts, her cock jerked hard deep inside the other woman, rapidly, several times in quick succession. The sensation was completely unlike a feminine orgasm, being far more focused on her cock, but that one spot felt so amazing that 42 never wanted it to stop. The first step to any breeder's inescapable addiction. She could feel the cum rushing through her newly formed shaft and splattering somewhere deep inside the tigress. Filling her, breeding her.

The realization made her head swim. And the sight of all intelligence visibly draining from the tigress even more so. She was reduced to loud, whorish moans as her body eagerly milked the otter's cock in orgasm after orgasm, the climaxes happening so fast that it would've left even a genius utterly dumbfounded. 42 was pretty sure she felt the tigress squirt around her cock, going by the way warmth suddenly soaked into her fur. But that was good. Cumming was what dumb sluts did.

“Beautiful, beautiful work. Makes you want to do nothing but that all the time, doesn't it?" the fox purred. He seemed genuinely enchanted by what was happening; him calling it all beautiful wasn't a mistake or an exaggeration, or so 42 thought, as she pulled out and watched the fox behold the tigress' leaking pussy with the same sort of reverence others might behold the Mona Lisa. But then, he shook his head. “But we'll have to hurry. I think I heard them say that they'd sterilize the facility."

The orgasm had at least cleared 42's mind a little. She found her amazing new member softening quickly, pulling back into her sheath in a little display that she almost wanted to stop to watch.

Wait, they were going to what?

“We have to save everyone!" the otter squeaked, finding it a little hard to even find her balance. Her head felt like it was full of cotton. No wonder men always fell asleep after sex. “Go, get every breeder you can. I'll get any staff that remain!"

“Staff? They're not your people anymore-“ the fox protested, but 42 cut him short.

“They don't deserve to die here! Me having a cock doesn't change that!" she exclaimed. “If I'm truly your queen, then do as I tell you!"

“…very well, then," he sighed. “But they'll struggle to survive, above."

“So, in the worst case we get to breed them," the otter barked. “That's a happy outcome for both them and us. Get to work!"

She stumbled out of the room, watched the fox rush off, and then remembered she had to rescue the tigress too. A quick command had her eagerly shake off the orgasmic daze, though, and she followed the otter up into the administrator's office, where they could quickly exit into the hostile world above. At that point, the fox had already arrived with a variety of breeders in tow, including the constituted gelatinous creature, and the hippogryph with his obedient bat-slave. They all initially reacted with suspicion upon seeing the otter, but those doubtful and lusty expressions faded into subservience when they realized just what she was.

It made her feel rather powerful.

The fox had also brought the fireteam member that he had claimed earlier, which told 42 that he wasn't entirely selfish. Either that, or he was, but wanted another male to play with and wasn't willing to just discard his new toy. Alternatively… the full process of what breeders could do to men wasn't complete yet. It had never been documented, from what the otter understood.

But this wasn't the time to think about it. The klaxons were already going off. The fireteam had been overwhelmed and had retreated, which left the Badlands Facility on the edge of sterilization. A few more trips down the stairs had 42 find some of the remaining staff members, some already claimed by breeders and others – though only a few – not, but either way, she brought them all to the office. The tension increased with each newcomer; the staff understandably felt rather worried – and for many of them, incredibly horny – being surrounded by breeders and their pets. With 42's leadership and newfound authority, though, they all agreed to focus on the most important thing first: to escape, before the facility was sterilized.

“I hear they use radiation for it," the slime burbled. He was still reeling from what the fireteam had done, barely able to hold himself together.

“Radiation would be a waste of energy and contaminate half the place," the hippogryph scoffed. “Chemicals that break down quickly."

When not distracted by thoughts of sex, the breeders almost felt like normal people, only far stronger and more dangerous. The otter shushed them and go to work on unscrewing the hatch to the exit.

That exit, when they finally managed to pry it open, revealed only a chimney-like long vertical corridor with a ladder stretching up into darkness. It looked like it went on forever.

“Everyone! Go! One after the other!" 42 ordered, though she found herself dreading the climb. Her muscles hadn't significantly grown when she had been transformed.

Only moments later, they were all working their way up the ladder. Irritation and lust all gave way to exertion as the ladder stretched on and on. Not long after the last of the staff had begun to climb, the facility shuddered again. A whiff of something acrid, like burning plastic, and heat radiating from below.

Nothing countered tiredness and exhaustion like fear. Feeling the destruction just behind them, the adrenaline helped each of them make it up the long shaft.

42 was the first to breach the surface. A hidden trap door swung open automatically as it detected an escape from within, and yet again, a siren sounded, inexorably calling security towards the exit. But the noise was almost liberating. It was dark and cold outside, the desert clad in night. One by one, the mismatched crew of breeders and staff emerged from the shaft, panting and wheezing. Some dashed off immediately, as fast as their feet could carry them after the grueling climb.

The rest looked to 42 for guidance, expecting a solution to their predicament. The staff from their administrator, and the breeders from their queen. The otter could barely keep herself upright, and dozens expected her to save them. Worst of all, despite the exhaustion, she was starting to feel horny again when looking at the few remaining unclaimed staff who chose to remain with her in spite of the breeders doing the same.

It'd be a miracle if they made it through the night.