Erica Hartmann and Gertrud Barkhorn stood beside Minna at her desk as they studied the letter.

"Neither of you gave me this letter?" asked Minna. Both girls shook their heads.

"Then who did, and what could it mean?"

Before anyone could answer, the siren went off, signaling the enemy approaching.

"Neuroi? At this hour?" Trude shouted.

"This letter will have to wait. Gear up and get ready for combat!" Minna ordered.

"Yes ma'am!" Erica and Trude responded.

They entered the hangar, put on their striker units, and flew off from the runway to join their comrades in the air. There was just one problem - there was no Neuroi for them to fight.

"What's going on, this isn't another false alarm?" Minna demanded through the intercom.

Major Mio Sakamoto replied, "I don't know what's going on!" With the four of them - Mio, Trude, Erica and Minna - hovering aimlessly in the air together, they tried contacting the base, but could only hear static.

"I don't like this one bit," Mio said.

"Me neither." Minna replied.

Trude pointed out into the distance. "Look, someone's flying towards us! Is it one of the Isle of Wight Detachment Group?"

A small, dark figure slowly approached them - and at first they all breathed a sigh of relief thinking they were Witch reinforcements. But as the figure grew closer, they all noticed this "Witch" had a very long tail.

"Who could that be?" Mio asked.

"I don't know..." Minna said.

Like a flash, the dark figure swooped in between the four girls and blew right by them.

"What was that?" Erica asked.

Minna responded, "It looked green for a moment...wait, where's Trudy?"

Mio and Erica both realized their partner was gone.

Minna put her hand up to her ear and spoke through the intercom. "Trudy, where are you?"

Nothing but static.

"I-I think that think just took her..." Erica said in horror, as she saw the same shadowy figure quickly descending upon them - with Trude slung over its shoulder.

"Just who are you and what are you doing with Trudy!" Erica shouted.

The creature smiled, and slapped Trude's ass with his free hand. "I'm going to make her my meal."

"Let go of me!" Trude shouted, struggling in his grasp.

"And just what do mean by that?" Mio demanded.

"You'll see..." the creature cackled. He used his long tail to wrap around Trude's striker units, pulled them off, and they quickly came crashing down into the ocean.

"Those are some nice slender legs you've got..." the unexpected enemy ripped off Trude's uniform and undershirt, leaving her exposed in her skivvies.

"Hey, let go of her you perv!" Erica shouted.

"I told you...she's my meal!" The creature raised his tail, and its stinger-like tip widened into a large cylinder, big enough for a person to fit inside.

Trude looked up - and that dark empty cylinder was the last thing she saw.

It came plunging down on top of her head, sucking and slurping her shoulders as fast as possible to get her inside for good. He let go of her body and let her dangle in the air from his tail.

Major Sakamoto had seen enough. She drew her Reppumaru, and began slashing at the monster.

The creature backed away, and almost lost his grasp on his prey. He said, "You almost made me lose my dinner...I'll have to take REAL good care of you next!"

Erica said Minna, "Should I start shooting?"

"No! Not with Trudy exposed like that, and Mio's shields aren't as strong as they used to be. We can't take that chance!"

Trude's breasts bounced up and down and her body was slowly being sucked into the creature's tail. Her bra finally unclasped, and her tits began shaking freely in the air, before sliding up inside the elongated tube.

"Let her go!" Mio demanded, as she began swinging frantically at the monster with her sword.

He dodged every slash easily. Faster and faster Trude slid up inside his tail, as her muffled cries could be heard coming from inside; soon the cylinder had reached her mid-section. And before long, it had reached her thighs.

"No Trudy!" Minna shouted.

"I'm going to start shooting!" Erica declared as she switched the safety of her MG42 off.

Mio did everything she could, but the beast was just too fast. All that was left were Trude's feet, and then - she was gone.

The cylinder had immediately closed back into its tip form once Trude's body was completely inside his tail. By now, she had stopped screaming for help.

Erica began to discharge her weapon, but was quickly cut off by Minna. "Stop, that's an order!"

"But -"

"We have to retreat to base and warn the others!"

Erica cringed as she watched Mio fight helplessly against the creature. She couldn't help but look away as the giant lump inside its tail slowly grew smaller.

As they both retreated, Erica asked, "What's going to happen to her?"

"I don't know..." Minna said.

Gradually, Trude's body began ascending up the creature's tail, and towards its back.

Mio continued to swing desperately at the creature, but her efforts were futile. Sensing that his food was almost down for good, the green beast backed away to put some distance between them - right at the moment his tail's sphincter finally "swallowed" its food into his back.

As Mio prepared for another attack, she noticed a pair of ears of a German Pointer quickly sprouting from the beast's head - the exact ears that Trude had as a Witch. Simultaneously, a gray tail poked out from above his original tail.

The beast licked his chops. "Mmmm...she was delicious..." he said, as he began to drool.

"You - you monster!" Mio charged at her enemy.

But the creature stopped her mid-air by grabbing her sword and said "My name...IS CELL!"

"Giver her back!" Mio demanded.

Cell smirked, and explained, "Sorry. You know how your legs enter a pocket-space dimension when they enter those striker units? The same thing happened to her once she entered inside of me. You Witches are all made of magic. And because of that..." Cell ripped the sword from Mio's hands, pulled her closer, and continued, "Your magical energy - essentially your whole being - will never come back!"

"Damn you!"

Cell pulled his right index finger up to the side of Mio's head and began flashing an energy beam.

"Let's see if those rumors of you having no working shields are true!"

Mio's face dropped into despair; her mouth open agape, and her body trembled.

The beam flashed brigher, until...

A small, blue beam streaked across the sky.

Mio's body fell lifelessly through the air in complete freefall. Her striker units fell off, falling into the water. Her body, however, came crashing down hard onto the concrete of the runway, creating a loud thud.

Blood began pouring out of a small hole inside Mio's head, and her mouth began leaking blood as well. Her open eyes were in a blank, dead stare. As Cell approached her, she made one last, gurgling sound from her mouth. "I would love to absorb you, or even just devour you as a source for food, but Maloney wants your's and Minna's body left intact."

Cell turned away and flew back towards the Strike Witches' base. "Two down, nine to go."

After hurrying everyone inside the base, Minna rushed in her room and retrieved the strange letter. Skimming through Maloney's message, she realized what he was after. "They want Miyafuji's power! Cell is going to do to Yoshika what he did to Trudy...he's going to absorb her!"

"Very astute, Commander Minna!" a loud voice said from behind.

There stood Cell, completely unimpeded as he broke inside the base with ease.

"I won't let you take Miyafuji!" Minna yelled.

"I'm afraid I'm just carrying out orders," Cell replied with a sleazy grin. "Absorbing Miyafuji is the objective - all other Witches are..." Cell licked his chops and concluded, "Expendable."

"You won't get away with this! When the other Witches find out - "

"When they learn of this?" Cell interrupted. "Foolish girl...they won't be around long enough to find out."

"What?"

"Didn't you hear me? All other Witches are expendable."

"You monster!" Minna shouted. She pulled out a handgun from her drawer and began firing her weapon at Cell's chest.

All of a sudden, a shield began forming in front of Cell, as Barkhorn's familiar began to appear; ears sprouting from his head and a brown tail above his own.

"It's useless to resist..." said Cell. He walked over to Minna, who began shaking helplessly with a horrified look on her face. "I could absorb you as well, but since you're older, your powers are certainly not as strong, correct?"

Minna stood silent.

"But that doesn't mean I can't have fun with you, either..." Cell began to cackle as he grabbed Minna by the shoulder, turned her around, and ripped off her uniform, exposing her in her underwear.

"I heard you like to sing, so I've got a special way of killing you..."

Cell took a piano wire in his hand, and wrapped it around Minna's neck. Minna began to struggle, as she reached up with both hands and desperately tried to rip the piano cord away from her throat.

Toying with Minna, Cell began to squeeze loosely around her neck, enjoying the feeling of his prey struggling to break free.

"Moan for me..." Cell whispered, before voraciously licking her ear from behind.

Indeed she did moan, as Minna continued to struggle.

Cell began to tighten the cord, and despite not using much strength, he could still hear Minna coughing and gasping for breath. He started getting hard again, and removed her underwear with his tail's stinger.

Minna started to black out, but before she did, she heard one last whisper...

"...shhhhhh...just go to sleep..."

Cell finally used his full strength to tighten the cord, and not more than a second after he did, he could the gurgling sound of Minna's dying last gasps from her mouth. As the cord tightened harder around her neck, blood seeped out, and Minna's head and body became limp.

Erica rushed over to Minna's room as soon as she could. The moment she had lost all contact with her, she knew something was wrong. When she rushed inside, she immediately froze in place at the horror of what she witnessed: the commander's body was sprawled out on her own bed.

Erica put her fingers in her mouth, terrified at what she just saw.

Cell ambushed Erica from behind, and sarcastically asked, "Do you like what you see?"

Erica looked back down at her deceased commander, and only now just realized that her friend had become a casualty. "I'm...I'm going to make you wish you were never born!"

Outside the base in the sun, Cell carried a struggling Erica over his back, and towards a small fountain. "Let me go!"

Cell dropped Erica at the pond, and bent her over the stony edge. As she was forcefully bent down facing the water, Erica saw her and Cell's reflection.

"That was a very mean thing to say to me back there. I'm going to have to punish you, little girl!" Cell ripped off Erica's boots and unbuttoned her black uniform, leaving her with just and undershirt and panties left on. "You deserve a spanking...and more!"

Cell gently smacked Erica's ass a few times, leaving her nothing more than teary-eyed.

"Don't think that I don't know you're going to do more than that, you perv!" Erica yelled.

Cell chuckled as he continued to slap her ass until it was bright red. "You're right...but this wouldn't be much fun if I just up and screwed you. Haven't you ever heard of foreplay?"

"This isn't foreplay! I'm not even giving you my consent!"

Cell frowned. Disappointed in her ruining the mood, he angrily replied, "Fine! I'll just absorb you like I did your friend!"

Erica struggled as hard as she could, to the point of using her powers and letting her familiar appear.

Once Cell noticed the tail sprouting from above Erica's rear end, it only further turned him on. "Yes, wag that tail in desperation!" He shouted as he wrapped Erica around with his tail and lifted her in the air.

Erica clenched her teeth as she tried to fight Cell's incredible strength.

It was no use, however, as Cell turned his stinger tail into a cylinder, and plunged down hard onto Erica's head.

The blonde witch struggled even more, but all her flailing was for naught. Cell slurped her up hard and fast, watching her butt jiggling as it kept smacking in and out of his tail. Her panties eventually slid off her hips, forcing her familiar's tail to cover her privates. Before long, her bare legs and feet disappeared inside.

Up and up Erica went, until finally she squeezed through the sphincter that led into Cell's body. He immediately sprouted Erica's familiar's ears and tail, and gained a whole plethora of new powers. He licked his chops and said to himself, "I love it when they squirm."

To his surprise, two Witches came bursting outside with machine guns in their hands - a big-breasted carrot-top with bunny ears and a younger looking girl with black cat ears and a longer tail.

They quickly approached him, and once they were within range, they began firing all-out.

Cell raised his shields to prevent him from being struck.

Once the girls were done firing, they began to reload, and fired again.

Cell again deflected the shots - but then realized what their plan was. I'm running out of magic... he realized.

He charged towards both Witches, and tail-whipped them both to the ground.

As soon as they got up, the younger girl shouted, "Shirley, get your gun and start firing!"

"No, Francesca!"

Francesca charged at the green monster screaming, " Super Lucchini KICK!"

Cell felt a small thud against the side of his face. He grabbed the girl's leg, and held her up in mid-air.

"Let her go!" Shirley demanded.

Cell cackled. "You should have both stayed inside - I might have saved you two for Yoshika's awakening!"

"A-awakening," Shirley mumbled.

"What are you talking about!" Francesca shouted. "What does Yoshika have to do with this?"

Cell smirked. "That Yoshika is the most powerful there is. She might have little experience fighting, but she as an inconceivable amount of magical potential. If I can absorb her at her strongest, I'll become even more powerful! But in order to do that..." Cell stared creepily at Shirley. "...she has to get REALLY angry at me!"

"Like hell that'll happen!" Shirley replied.

"We'll see." Cell added, "But since I'm almost out of magic, I'll need to replenish myself..." Cell lowered his tail above Shirley's head, opened it up wide, and shoved it down over her head.

"Shirley!" Francesca yelled.

The Liberion Witch was raised in the air as she put her hands up to her neck, trying to break herself free.

Cell kept trying to slurp her up, but she wouldn't go any higher than her chest. "Of course..."

Still holding onto Francesca by the leg, Cell let go with his tail, and dropped Shirley to the ground with a loud thud.

"Ughh!" Shirley took several deep breaths, and said, "That smell is disgusting!"

"Your boobs are too big," Cell explained. "But that's not something I can't solve!"

"What are you doing to her?" Francesca demanded.

Cell's tail closed up back into a stinger, and he thrust it right into Shirley's back.

Slowly, Cell began to melt Shirley, siphoning her flesh and blood into his body.

Shirley moaned in pain as she could feel a strange swooshing motion throughout her body, all being sucked out through her back.

As Cell began to drain the Liberion, he looked at Francesca and opened his mouth wide. "Hey, wait, don't eat me!" she pleaded.

Cell chomped down on Francesca's midsection, and let her bare legs flail in the air. As her shoes kicked off, Cell slurped up her legs like they were spaghetti.

Without chewing, and in one giant gulp, he swallowed Francesca whole.

"Fran-ces-ca..." Shirley murmured. It was too late; she had started to feel lightheaded by now. Slowly she began to black out.

Cell looked down at Shirley' body, and saw she was almost a B-cup by now. His stinger pulled out, and he turned it back into the large cylinder which gently approached her head, like a wolf sniffing its dead prey. It snatched her up, and easily devoured her skinny body in one smooth motion.

Shirley slid up his tail, and disappeared into magical energy as she entered his body.

A pair of bunny ears sprouted from his head, and a rabbit's tail poked out from his backside the moment she became absorbed.

"It's almost time," Cell muttered with a giant grin on his face.

Still in their knickers, Eila and Sanya hid in their room cuddled up to each other. "What do think is happnening?" Sanya asked.

"I don't know," Eila said.

Suddenly they both heard a knock on the door.

"Who's there!" Eila shouted.

"It's me, Perrine!"

The two girls breathed a sigh of relief. "What is it?" Eila asked. "Eila, Sanya, you have to get out of the base! There's some kind of monster on the loose, and he's hunting us Witches down!"

"Huh? Like a Neuroi monster?"

"No, it's something green with a long tail - he's using it to...to eat us!"

Sanya and Eila looked at each other in confusion. Eila replied, "What do you mean by that?"

"He's absorbing us!" Perrine continued to shout through the door. "He's taking our magic powers and using them for his own!"

Sanya put her hands up to her head and brought up her antennae. "I'm not sensing anything," she said softly.

"Just hurry up and - mmph!" Perrine's voice was cut off all of a sudden. All that could be heard was a muffled sound from outside.

"Perrine?" Eila shouted. But there was no response.

After a few minutes passed, a loud voice screamed, "Tonnerre!"

A bolt of lighting flashed through the door, tearing it down. And there stood a large green humanoid creature with a giant tail, just like Perrine said.

"Who the hell are you?" Eila demanded.

"Someone who just gobbled up your little friend, see?" He pointed at the black ears at the top of his, and wagged his new, smaller tail.

"This - this is a joke, right?" Eila tried to laugh, but couldn't hide the look of doom on her face.

"I'm so glad you two are together. I wonder what happens when I absorb two Witches at once!"

Cell opened up his stinger, and plunged it down onto both girls' heads. They both screamed in unison, as they were slowly being sucked up his tail.

He pulled them up off the bed, and watched as their tight little butts bounced around as they dangled in mid-air. Their own tails grew out, as if they were struggling to both use their magic. But Cell wasted no time consuming them. Their kicking legs and flailing tails were sucked inside his tail in a matter of seconds.

As Eila slid up with Sanya, she thought to herself, At least...I get to die with Sanya beside me...before she saw a bright light flashing before her eyes.

Cell absorbed both Witches at the same time, and together they became Eilanya: Eila's black fox familiar became the dominant feature, but Cell also managed to unleash Sanya's radio antenna abilities.

He turned around grabbed what used to be Eila's tail - but was now his power to use. "So soft," he said as he stroked the dark gray fur. After licking his chops, Cell said to himself, "That just leaves two left...I'll have to make sure I torture that Britannian Witch and make her suffer as much as possible in front of Yoshika so she can unleash her true power!"

Yoshika and Lynette hurried into the hangar where their Striker Units were. "Hurry up Lynne-chan!"

"I'm trying, Yoshika! I can't run as fast as you!"

Yoshika climbed up and was about to slip her legs in the unit, when all of a sudden a blast sent her flying off the platform.

"Yoshika!" Lynette shouted.

"W-what happened?" Yoshika asked as she rubbed her head through the smoke.

"I happened." Cell claimed.

Yoshika looked across the hangar, and noticed that all of the Witches' Striker Units were destroyed.

"Don't look so sad," Cell cackled. "You won't be needing those anymore."

Lynette tried to rush over to Yoshika, but was grabbed from behind.

Yoshika stood up, and saw a tall green figure standing with Lynne in front of him - and strangely had Eila's ears and tail.

"You let her go!"

"I'll let her go as soon as you show me your true power!"

"What?" Yoshika asked.

Cell explained, "Even though you lack combat skill, you have the most magic out of any Witch here. Why do you think your shields are the strongest?"

"What are you saying?" Yoshika asked.

Lynette screamed, "Don't listen to him Yoshika! I heard from the others that they're trying to take your power and use it against the Neuroi! That's how he absorbed Eila and the others!"

"Shut up, witch!" Cell kicked Lynne to the ground.

"I'm warning you, don't you dare hurt her!" Yoshika threatened.

"Haha! That's right, get angry! Even more angry!"

"Don't worry about me Yoshika, I'll be fine! Whatever you do, you can't unleash your strongest powers!"

Cell grabbed Lynette by the scruff of her neck, and shoved her up his tail.

Lynne let out several muffled cries, while Yoshika screamed in anger, "Let go of her!"

"Try and stop me!" Cell challenged.

Yoshika looked for the nearest rifle, grabbed it off the floor, and began firing at her target.

Without her realizing it, Cell had accumulated many shields from the past witches he consumed. He easily deflected Yoshika's attack.

Simultaneously, Lynette was quickly being slurped up by Cell, as her small boots kicked off before she disappeared up his tail.

Yoshika had to pause a moment to reload, but before she could, she witnessed another one of Cell's transformations: this time, a scottish fold's cat ears and tail poked out, revealing his newest powers he took from Lynne. "So, what do you think?"

Before he could continue, Yoshika shrieked, "YOU MONSTER!" And with a blast of powerful magic, she sent Cell flying outside the hangar.

Cell landed hard on the cement runway. He couldn't help but laugh. "Haha...that's the first time any of you has actually made me feel pain!"

Yoshika stormed out of the hangar, with her familiar ascended and magic at full power: her tail was ten times as long, and her furry ears were like that of a fairy tale creature.

She grabbed Cell from behind while he was still on his stomach. She used her newfound strength to rip Cell's stinger off like it was nothing.

"Ah!" Cell shouted in pain.

"That's for Lynne-chan! Now I'm going to destroy you once and for all!"

Yoshika reached for Cell's neck, but had a hard time holding on due to its large girth.

She pulled up, hoping to strangle him as fast as possible. Cell was surprised at the amount of strength she had. He actually had trouble breathing. "So...this is...ugh...what they meant...I see now why they want her!"

Yoshika ignored everything he said and continued strangling.

Cell could feel his tail starting to regenerate, but would he have enough time? And would she notice?

Fortunately, Yoshika was too distracted. There was no way she would notice as long as it regenerated behind her.

"Just...a little...longer..." Cell mumbled.

"Shut up and die!" Yoshika angrily said.

Cell was about to black out, but his stinger finally regenerated - and immediately curled backed to open up for its newest meal.

"Mmph!" Yoshika cried out, as something slimy wrapped around her head.

Cell stood up once he felt the release of Yoshika's grasp around his neck. He started to come to, and was welcomed by Yoshika's frantic muffles from inside his tail, and her bare legs frantically kicking away so hard that her shoes fell off.

It was hard to hear from inside, but Cell could clearly make out her screams.

"Lemme go! Lemme go, you monster!"

Cell laughed. "Hahahahaha! Sorry kid, but you're not the hero in this story!"

Yoshika's ascended familiar's tail was quickly slurped up with her bare legs to her ankles, and before long her kicking feet disappeared as well.

Once Yoshika was high enough up his tail, Cell turned around and talked to her through his stinger. "Even after the Neuroi are gone, Witches still present a danger with their own magic," Cell said. "So it's my job to absorb and eliminate as many as I can - while taking on the Neuroi myself!"

Yoshika's body slid up and approached the sphincter that led to the absorption process. Sensing that the end was near, Yoshika made one last-ditch effort to free herself using her magic.

"I will not be...a part...OF YOU!"

But it was too late. Cell felt the lump in his tail disappear into his back, before growing her ascended familiar's long tail and ears. He immediately stumbled as he took in the immense power Yoshika contained.

"AHHHHHHHHHHH!"

A large aura of power now began emanating from within himself. "Before I defeat the Neuroi with this power, I'll be going around the world and devouring each enlisted Witch...so many powers...so many delicious young girls...this is just the beginning!"