The Strike Witches' base had devolved into a robustly constructed outpost littered with military hardware, vehicles, and high brass officers. Inside the control center, a laboratory filled with vat tubes and humming machinery became the home of the newly formed (and highly classified) anti-witch faction created by the military.

Cell marched into the laboratory and was greeted by Trevor Maloney - the mastermind behind this uprising.

"Congratulations on your successful mission, Cell. Once we go public with this, humanity will greatly appreciate your efforts in ridding the world of all witches, while saving it from the Neuroi."

"Originally I was sent from the deep future to absorb a certain pair of androids. But ultimately my creator sent me even further into the past after realizing that time period was still filled with powerful fighters. Now, I can become even more powerful and be more prepared for them," Cell replied.

Maloney agreed. "We certainly appreciate your efforts in simultaneously disposing of the witches. You're like a carnivorous plant, feasting on the annoying flies in our garden."

"What an ominous turn of events!" Cell laughed.

The two walked down a flight of stairs and towards a collection of vat tubes; most of which were empty. But sitting next to each other were a pair of liquid-filled containers that became the permanent new home of the last two Strike Witches that remained intact. Major Sakamoto and Commander Wilcke: both floating naked in their own tubes, with wires attached to their bodies.

Maloney pointed to these two and said, "With all the Strike Witches eliminated, and their powers now ours, we can end this war quickly without any further casualties."
"Tell me," Cell began to ask, "What of these two?"

"We're recording any remaining trace of residual magic coursing through their bodies. We needed a pair of older witches whose powers were at their climax right before flaming out. Everyone else you absorbed will officially be listed as MIA."

Maloney turned to Cell and continued, "We already have your next targets: they all reside in Petersburg, Orussia."

"Any specific orders?"

"Combined with your own power, you already have enough magic to take down a few Neuroi hives, but we can't take any chances. Absorb as many of the Braves Witches as possible. I believe you were already briefed on exactly what powers you'll acquire once absorbing them."

Cell chuckled. "Indeed. But there was one little girl in particular who was unusually weak. Why is she assigned with such an elite unit?"

"Hell if I know," Maloney answered. "But her older sister, Takami, has just the anti-Neuroi power we need. Make doubly sure you absorb her."

"And Hikari?"

Maloney gave Cell a grin. "Her power is basically the same as her sister's, except it's more unreliable. As long as you absorb the older sibling, do what you want with her."

At the home base of the 502nd Joint Fighter Wing - the heroic "Brave Witches" - Georgette Lemare and Shimohara Sadako were busy keeping house while the others were out on an exercise.

In the kitchen, Sadako was busy cooking up tonight's meal, and Georgette was in the dining room preparing to clean the rug.

Sadako took a sip from a small dish of soup and whispered to herself, "Delicious! I can't wait for everyone to return and taste my latest plate!"

Georgette walked into the kitchen and said, "Sadako, I'm getting ready to vacuum so don't mind the noise, okay?" she said with a smile.


Georgette started taking the chairs to the dining table aside and setting them into the next room, out of Sadako's sight.

The excited cook, meanwhile, turned off the heat to the stove and removed her apron. "Now, what should I make with the soup?"

"How about some rabbit stew instead?" a raspy voice asked.

"Huh? Sadako looked around, but saw nobody. She peered into the dining room, and saw that Georgette had just put the last chair away.

A loud clatter echoed from the kitchen - Sadako jumped at the sound, but realized it was just a ladle.

"Sada-chan, are you alright?" asked Georgette, while plugging in the vacuum cleaner.

"O-of course I am!" Sadako stuttered.

She walked back into the kitchen and saw a large, green insectoid-like creature standing in front of her. A giant tail with a gaping maw slithered through the air towards her head.

Georgette flipped the vacuum cleaner on, and once the noise started blasting, Sadako was instantly consumed into the darkness, and she never saw the light of day again.


As the vacuum hummed in the dining room, Cell began squeezing his prey, like a snake would to any rabbit. He pulled, thrust, and sucked with all his might to ensnare that witch as securely as possible inside his tail.

Meanwhile, Georgette was obliviously cleaning at her pleasure. Just behind her shoulders, her dearest friend could be seen kicking her legs as hard as possible, desperately trying to free herself.

Sadako was trying to scream for help as much as possible, but there was no way Georgette could hear with the vacuum running.

Cell started drooling now, as he turned Sadako around so that her wriggling butt was facing him. He ripped off her blue Fuso Imperial Navy swimsuit underneath, forcing her to reveal her familiar's tail to cover her privates.

It wasn't long before her butt and upper thighs were inside, however. Cell also pulled off her shoes and tossed them to the floor.

In Georgette's mind, she was almost done cleaning. Just a few more sweeps underneath the table, and that should do it.

Sadako's ankles disappeared inside the cylinder, quickly followed by her bare feet. The tail closed back up into a stinger, swallowing Sadako whole. Up she went, slowly but gradually sliding up Cell's tail. The bulge she made grew smaller as it ascended into the wider section of Cell's tail before it completely disappeared into his body.

Georgette flipped off the vacuum cleaner, wiped her brow and let out a sigh of relief. "Perfect; no more dust bunnies!"

The long and pointed ears and bushy tail of a Japanese Hare sprouted from Cell's body. In a flash, and without Georgette noticing, he zipped by her through the dining room and into the main hallway. His hideout was in the attic, high above the base, where he planned to use Sadako's magic to lure out the other witches.

The rest of the Brave Witches returned from the cloudy skies once their exercises were over and landed inside the hangar. The weather wasn't looking so good, so they ended early. Once everyone took off their Striker Units, Flight Sergeant Edytha Rossmann received a transmission from Georgette regarding Sadako's disappearance.

While everyone else left the hangar, Edytha used her magic to confirm Sadako's absence, then put her hand on her chin, thinking about the possibilities.

Commander Gundula Rall noticed the concerned look her friend's face. "Is everything alright?"

Edytha shook her head. "Apparently while we were gone, Sadako went missing while Georgette was cleaning. She checked her bedroom, the bathrooms, and all other places she would have any reason to be. It is a big base, though."

"That is don't suppose the Neuroi infiltrated while we were out?"

"I'm not detecting any Neuroi either," Edytha explained.

Gundula scoffed. "Well then, I'll issue an alert to the other girls that she's missing. We'll split up and search for her right away. Go with Georgette and search the observatory, got it?"

"Understood," Edytha nodded.

Planting himself above the door in a giant, empty, and circular room like a spider, Cell could hear footsteps approaching from outside. He could sense their presence: one a fox, the other some kind of cat. "So, they came after all, huh?"

Remembering the briefing Cell had before his mission, he recalled one of the witches have massive amounts of dormant power stored up inside her familiar. If she unleashed it, victory wouldn't be guaranteed.

Edytha seemed like a truly terrifying opponent; but that only made her all the more delicious. Cell thought to himself, I might have to be tricky for this one, like I was with Miyafuji. He rubbed his belly, remembering how he gobbled her up while she was in a fit of rage. That's exactly how I want her to be as well.

The footsteps grew louder. Thinking how he could use Sadako's powers against them, he began to gestate something within his body. It would take a while to create, but assuming he absorbed Edytha, there would be a special surprise waiting for the rest of the girls below.

Not bothering to knock, Edytha pushed the heavy door with a loud creaking noise. She walked in without hesitation, while Georgette was more reluctant to enter.

"Sada-chan!" Georgette cried out. "Are you in here?"

"I could sense something in here that resembled Shimohara's magic, but it was also different. Like it was glazed with another witch's magic."

Edytha was just within reach of Cell's tail. As soon as he opened it up for a quick scooping attack, the prominent witch turned around, unleashed her familiar's magic, and leapt backwards as soon as Cell tried to snatch her up.

"Georgette, run! Warn the others!" she yelled.

The frightful witch obeyed her superior's orders without a second thought.

Cell jumped down and said, "Now that's not fair, but I guess I should expect nothing less from the dreaded silver-haired fox woman!"

"Tch! I hate that nickname..."

Cell chuckled, "I know all about you witches, and your powers. That's why I'm being especially careful with you."

"Just what are you, a Neuroi? Whatever you are, you'd not have hurt Shimohara!"

"My name is Cell, and I'm from the future. I had other plans but ended up in this era instead. The Neuroi are something that you witches alone cannot defeat. That's why I was enlisted."

"What are you talking about? Don't underrestimate us!" Edytha demanded. "Now where is Shimohara! Answer me!"

Cell chuckled again, then decided to do something a little more sinister. "Well now, before we get to her, why I don't I show what I can do? Or rather...what I have done?"

Floating behind him, a giant apparition that resembled Erica Hartmann appeared out of thin air. The temporary ghost-like figure smiled as she reached out her arm and said, "Edytha, come join us! We'll defeat the Neuroi together! We'll be unstoppable if we become one with Cell!"

"Wha-what is this...?" Edytha whispered to herself.

"You'll find out soon!" the Erica apparition laughed, then disappeared back into Cell's body.

Edytha clenched her teeth. "What do to her? What did you do to Shimohara?"

Cell stepped into a fighting stance. "You heard her. You'll find out soon enough!" He swung his tail at his prey, who back-flipped once more, closer to the edge of the room. To her surprise, Cell was already behind her, ready to strike with his tail again - this time from above.

She had no choice, her regular powers weren't enough to evade something so close. Instinctively, her familiar's powers began to ascend into the legendary nine-tails fox of lore, and slid away at a speed that matched Cell's.

"Impressive! That's what your true power looks like! But it won't be yours for long!" he taunted.

Edytha observed her enemy's tail. So, that thing is somehow related to an absorption process, huh? She grit her teeth, thinking, this must be what happened to Sadako!

Cell licked his chops at the sight of Edytha's nine tails, and her similarly longer fox ears.

"You won't be eating me anytime soon!" Edytha shouted. She charged at Cell, predicting that he would use his tail to attack again. Once he did, she grabbed the sides of the gaping cylinder, coughing at the scent from within. "Gross!"

Edytha mustered up her strength and ignored the stench. Her peak strength allowed her to swing Cell around the room by his tail, causing him to shout in protest.

"Your strength matches that of the Saiyan race, you are indeed a true threat!"

"I don't know what you're talking about, but it's all pointless! I'm going to finish you off as soon as possible!"

Edytha ripped Cell's tail clean off and tossed it aside.

"Oof!" Cell shouted. But in his mind, this was going exactly how he planned. Lull a powerful witch into a false sense of security, and ambush her once his tail regenerated.

"You're even more powerful than Yoshika..." he muttered.

Edytha pulled out a sidearm and began firing point blank, damaging Cell's outer flesh. "As I thought, bullets won't work on something like you. I'll just have to use pure magic!"

The witch tapped deep into her familiar's powers. She slowly became even more beast-like, with her teeth growing sharper, her fingernails growing something resembling claws, and even her feet tore through her footwear.

Edytha had finally lived up to her legend as the silver-haired fox woman - the one that her partner Krupinski had always teased her about. But this was no laughing matter. It was time for to go all out.

She slashed through Cell's green exterior with ease, and slashed his face, with green blood oozing out from his body.

"It hurts more than anything I could have imagined..." muttered Cell. "And're completely blind!"

Cell's tail had fully regenerated and, like against Yoshika, caught Edytha by surprise.

"What the - ?" Edytha gasped, as her body became wrapped up by a new tail. Her arms were pinned to her sides, and her legs were lifted in the air, kicking and flailing about. "You bastard, how dare you!"

Cell started regenerating the other parts of his body that Edytha slashed off. It wasn't unlimited though, as parts of him were left a little scarred from the scuttle.
"Let me go!" Edytha continued to shout, until she saw the tail's stinger facing her and changing into a cylinder. "Arrgghh!"

Cell could feel him losing his grasp on the desperate witch, so he further tightened with all his strength and thrust his prey inside his tail with a massive roar.

Faster and faster his tail pumped, trying to suck as much oxygen from the witch as possible without killing her.

Inside, Edytha shut her eyes and clenched her teeth as hard as she ever did, trying to break free while groaning in pain.

The nine-tails behind her did everything it could to lend Edytha its powers - but it wasn't enough. As her legs kicked harder and harder, she and her familiar began losing strength.

Cell began to lose strength himself, trying to hold on to such a strong prey. But he persisted as much as he could for as long as he could with a contorted look on his face, until finally, he noticed the nine-tails familiar succumbing and disappearing one-by-one.

"Huh?" was all Cell could manage to say. After all of that, Edytha had completely stopped moving. Her tail regressed back to its original form, and her body became more human again as opposed to the beast form residing inside of her.

Her bare legs and feet dangled lifelessly in the air as all her magic had been expended on trying to break free. With her butt still sticking high in the air, Cell began to form a twisted smile on his face.

Now, he could finally play with his food.

He pumped his tail again, but this time much more slowly. Edytha's panties became so drenched in sweat and secretions from inside the tail that they could easily be seen through.

"Such a ferocious opponent," Cell laughed.

After a few more minutes of pleasure, he slurped up Edytha's waist, legs, until her bare feet were the last that was ever seen of her.

Further into the slimy tube she went, and like the fate of witches before her, she disappeared into magical energy as she was swallowed up whole into Cell. A cute pair of fox ears and a tail poked out once he was finished processing her body.

The legend of the silver-haired fox woman was over.

Georgette scurried back down from the observatory and into the living quarters where the other witches waited. "What is it?" Gundula asked.

Out of breath, the frantic witch tried explaining, "It's...something fighting Sergeant Rossmann! I don't think it's a Neuroi but it looks really dangerous!"

Takami pondered the situation. "One witch missing and another in battle. Commander, this is officially an emergency situation!"

"Ah," Rall replied. "Takami, until Edytha returns, you're in command. Lead everyone else to safety."
"What about you?"

"I'll be fine. There's a secret stash of weapons nearby in the kitchen. If need be, I'll grab whatever I need to ward off the threat."

Sasha stood up and said, "But Commander, you don't even know what that threat is! All you can go by is what Georgette is telling you!"

Waltrud added, "The fact that Edytha isn't back down yet really bugs me. I'm going to take a look."

"Very well," the Commander nodded to Takami. "If you would."

Takami announced, "Georgette, Sasha, Kanno, Nipa, and Hikari, everyone head to shelter outside the base."

"I'm scared, sis..." Hikari trembled as she spoke.

Takami smiled. "Don't worry, just follow me and everything will be okay."

Gundula told Krupinski, "That thing, whatever it is, must still be inside. Don't let it escape."

"Roger, Commander."

Before any of the witches could follow their orders, a giant green figure blocked the entrance to the main hallway, preventing Waltrud from leaving. "Going somewhere?" it asked.

"Krupinski, get away from that thing!" Gundula shouted.

Waltrud ducked and made a run towards Takami and the others. While most of the witches escaped, Cell used his tail to swipe down Waltrud and Gundula to the floor, while Georgette was whacked into the kitchen, separated from everyone else. "Georgette!" Takami shouted.

Cell let loose a series of energy blasts, that deflected off of Takami's shields. "I'd be more worried about you than her!"

Waltrud shouted, "Commander! The weapon stash!"
"Forget it! All witches to the hangar! We have to fight this thing together!"

"Yes, Commander!" Takami replied.

Without using much power, Cell slapped Gundula to the floor. "So you're the ringleader, eh? I have something special planned for you. But first, I'm going to devour that delicious little morsel in the kitchen."

Waltrud tried to intervene by throwing a magic-induced punch square into Cell's gut, but that hardly made him move.

"Impressive!" The lumbering giant grabbed her by the nape and tossed her towards the escaping witches. "Now don't get in my way!"

Cell made his way into the kitchen, where Georgette was still on the ground, struggling to get up after landing so hard.

"Huh?" she squeaked as she looked up at a large, tubular tail pointing at her face. It's stinger turned into a cylinder, prompting Georgette to leap backwards.

"Hey, wha-what are you doing?! What is that thing?!"

"Ha! Just think of it as a snake, and you're it's food!"

Georgette kept scuttling backwards on her hands and feet, but Cell kept his tail aimed at her head.

Gundula stood up after a minute, then saw Takami tossing a machine gun in her direction. "Commander, here!"

Gundula nodded, and Takami and the others ran off. As the commander pointed her weapon into the kitchen, she noticed a witch's shield blocking her off. "What is going on, is that Georgette's? No..." Gundula grit her teeth in frustration. "So that's what this thing is capable of!"

After realizing that shooting would be no good, Rall decided she would have to charge into the kitchen instead in order to save her comrade. Once she burst through, her face turned to despair, as she watched that creature's giant tail sucking up Georgette from the head in the middle of the air.

"Let her go!" Rall fired a burst of ammo from her machine gun, striking Cell from behind.

"Gah!" Cell shouted, dropping Georgette from his tail. The young witch coughed frantically and was covered in slime, but more notably, all of her garments above her waist had completely burned off.

Georgette covered her breasts and tried to make a run for it, but Cell stepped on her ankle. "Not so fast!"

He turned around and shouted, "So be it, commander!" Cell started to pump something out of his body and through his tail.

After Gundula reloaded as quickly as she could, she was struck with an energy blast that sent her back in the other room. Wiping the blood off her chest, she stood back up and watched Cell's diabolical machinations come to fruition.

Tiny green little creatures that resembled Sadako were being spit out by Cell's tail at a fast rate. "I hope you enjoy being torn to shreds, commander! Ahahahahaha!"

The army of tiny Sadako gremlins marched towards Gundula. She had no other option but to shoot them down. One by one, Cell's tiny minions were gunned down rather quickly, but Gundula had to reload once more. Once she did, she was surrounded in no time.

One gremlin began biting the flesh off her leg, and another jumped onto her from behind. The commander was completely overwhelmed, but she kept on reloading, and shooting as carefully as possible. Once she shook all of them off her, an even bigger swarm of them all tackled her at once, knocking her weapon to the ground.

Her face was in agony, as a pile of Sadako gremlins began tearing into her like a group of piranhas. "AAAAAHHHHHHHHH!"

As the gremlins feasted on Gundula's body, Cell turned back to Georgette. "You're next!"

"No! Don't eat me! Don't eat me!"

As a witch, Georgette ate a lot more food than normal in order to keep herself from becoming thin, since using healing magic sends her metabolism into overdrive. Now she was experiencing her very last meal, except this time, she was the one being consumed as a source of magic.

With no more distractions, Cell could finally plunge down onto Georgette's head with his tail. He lifted her off the ground, and saw her familiar exposing itself in an effort to lend her some magic, but it was no use.

Georgette's bare breasts flopped up and down in pleasant fashion. Cell raised her higher in the air, and yanked off her shoes. "So annoying," he mumbled to himself.

Georgette was left with just her panties on, but the acids that were being secreted from Cell's tail started to burn them completely off as she was swooped up further into Cell's tail.

Once the tail reached her waist, Cell gratuitously slowed down, and made the thrusting even harder, smacking her butt cheeks together several times.

All her tail could do was cover her privates, but that view was more than enough for Cell. "Playtime's over!" He furiously sucked up even harder now, and Georgette's thighs, calves, and squirming feet finally slid completely inside.

Cell's tail turned back into a stinger, and watched his food climb higher up inside. A few moments later, her body disappeared into his back, and his body began to break down her magical compound and recognize her abilities.

The Persian familiar was now the latest addition to his collection. "A healing ability? This is worthless unless I'm able to heal myself. Still...she was more than worth absorbing."

Cell turned around and watched his Sadako gremlins at work on the commander. He could plainly see two of them suckling each of Gundula's tits, longing for her sweet breast milk. One of them had her panties in its mouth and another even started humping her leg. He put his fingers towards his mouth and blew a loud whistle.

The Sadako gremlins left altogether at once, started returning to Cell's tail, and back inside his body. What they left behind could barely be considered alive: her breasts were completely exposed and littered with bloody bite marks. Her uniform was shredded into bloody tatters, and pieces of flesh were missing from the meaty parts of her body. Gundula could only let out a soft moan as she tried mustering whatever strength she had to get up; even the cool breeze between her legs where her underwear was ripped off didn't compel her to cover herself.

Cell used his tail to wrap her by the ankles, and drag her naked body across the floor into the kitchen. He wrapped her around, and shoved her in his tail as well. "Hmph. They didn't leave much left for me."

After Cell's tail swallowed her whole, he waited until the witch ascended and merged with his own body so he could recognize her powers. Once he felt the lump in his back disappear, a wolf's ears and tail poked out, replacing the Persian's. "Hmm, not bad...three different abilities in one. Much better that a healer's," he analyzed.

Cell could feel something still in his tail, however. He rattled it back and forth, until a pair of slip-on shoes fell out onto the floor.

As they approached the hangar, Waltrud hustled towards the front of the group of witches with Takami. "Hey listen, there's something fishy going on outside. It'd be bad if everyone got caught up in it at once."

Takami nodded. "Just be careful!"

Waltrud broke from the rest of the group, and took a detour through an emergency exit. She peeked out the door and noticed a small large group of armed soldiers awaiting at the hangar's exit. "Just as I thought, whoever these guys are, they're trying to trap us!"

She rushed over to the soldiers, waving her arms in the air shouting for their attention. "Hey! Over here!"

The troops wasted no time once she got in range. They all opened fire on her.

Perfect, I have them all distracted, she thought to herself. Krupinski raised her shields, deflecting every single bullet with ease. "You're going to have to do a lot more than that if you wanna kill me!"

The soldiers reloaded, but before they could continue firing, a commanding officer in a more decorated cap and uniform shouted, "Hold your fire!"

Krupinski approached the officer with caution. "So, you're the one in charge of all of this, huh?"
"Hardly! But I am in charge of securing the 502nd's base and confirming every single witch's death!"

Waltrud clenched her fists. "Just what the hell are you guys anyway!"

The officer pulled out a handgun, pointed it at Krupinski, and explained, "An anti-witch faction. There's currently a purge underway, and the only future we're looking to make is one without both the Neuroi and witches!"

"What the hell have we ever done!"

"You damn witches have always brought the Neuroi along with you, long before this war started! If you're gone for good, the Neuroi will no longer continue to perpetuate."

Krupinski clicked her tongue. "Tch! What a load of crap!"

"Like it or witches are doomed." The officer fired a round from his handgun, but Waltrud raised her shields in defense.

"Looks like I'll have to mess you all up good for threatening my friends!" Waltrud shouted. She let out her magic; her familiar's ears and tail poked out, and Waltrud screamed, "Magic Boost!"

Before any of the soldiers could react, Waltrud sped up and nearly knocked out the commanding officer and each of his soldiers surrounding her.

She paused for moment to catch her breath; using that kind of magic without her Striker Unit put a heavy strain on her, but as long as she could neutralize everyone waiting for the Brave Witches at the end of the hangar then it would be worth it.

"You damn witch!" the officer could barely climb back to his feet. He pointed his weapon back at the approaching witch.

"Give it up, you don't stand a chance against - "

Without warning, a jeep cruising along the runway rammed right into Krupinski, pulling her underneath the vehicle and dragging her body several yards along the way.

An eerie silence began to settle once the jeep parked, and its driver climbed out.

The officer scoffed. "Hmph, showoff."

He and the other soldiers cautiously approached the body, which became contorted on the pavement. Using his leg, he gently pushed the lifeless and blood-smeared Waltrud flat on her stomach.

"Did we get her?" One of the soldiers asked.

"Probably," their officer replied. "But it never hurts to make sure." He pointed the barrel of his gun to Waltrud's head and fired nine clean shots straight into the back of her skull.

After splotches of blood and pieces of brains splattered on his sleeves, he said, "That's the end of our Countess."

Sasha, Nipa, Kanno, Takami, and Hikari were all that was left as they huddled near one of Sasha's workstations. "What now?" asked Hikari.

Takami replied, "I don't know, but we're clearly trapped. There's a large presence outside waiting for us, and we don't know if the commander is holding off that creature for us, or if..." she bit her lip as she thought about the possibility of losing her friend so suddenly.

"I say we take that thing head on and smash his face into the ground!" Kanno cried out.

Nipa challenged, "If you're so brave, then go out and do it!"

"We're not going out there without a plan!" Sasha intervened. Talking to everyone except Takami, she added, "If you girls do anything stupid, I'll make you all kneel when we get out of this, got it?"

"Yes, ma'am..." all three said simultaneously.

"For now, we need to get our Striker Units on, and leave this base as soon as possible. Whatever that thing was, it was more powerful than any Neuroi I've ever faced."

"So you just want us to tuck tail and run? That's not like you, Takami!" Kanno shouted.

"Quiet!" Nipa loudly whispered. "Do you want that thing to find us?"

"Too late!" Cell laughed as he snuck into the hangar without any of the girls noticing. As they all glanced up, Cell smashed his tail hard into Sasha's workstation, tossing all sorts of tools in the air, and completely destroying the tables that were neatly aligned together.

Everyone made it safely out from the debris - except one witch.

As Takami guided everyone out into a storage room, she noticed that they weren't being chased. "Hey, where's Sasha?!"

All four girls turned around and noticed their friend slowly being lifted into the air by Cell's tail, that had wrapped around her body.

"Sasha!" Kanno cried out. She was quickly restrained by Takami and Nipa. "Let me go! We have to save Sasha!" Tears streamed down her face as she watched her friend not even struggle to fight Cell's grip. She seemed unconscious.

Nipa and Takami continued to pull her into the storage room with them, and Hikari slammed the door shut once they were all inside.

Cell could hear his prey groaning, while a trickle of blood was running down her forehead. "That's right. Just relax," he chuckled. He grabbed her shoes and slipped them off, taking a good whiff of her feet through her black stockings. "I think I'll have some fun with you."

He pulled off her skirt, and ripped off her uniform with his bare hands. The ravenous Cell started drooling again, as he turned her around and started ripping through her underwear and rubbed her pink fleshy cheeks together.

He used his tail to remove the rest of the torn stockings from her body, while unclasping her bra, leaving her completely naked. "I'd hate for your friends to see you like this...just kidding! Hahahaha!"

Cell lifted Sasha high up into the air, with her headband falling off and her hair dangling down over her face. She was abruptly dropped into his tail, and started sliding down with all the goods in plain sight.

"All natural, just the way I like 'em going down!"

Sasha's legs were squeezed together as they descended into the maw, and it was just a matter of time before her feet completely disappeared.

Cell's tail turned back into a stinger as it swallowed up its latest prey. "Ah, the cruelty of nature," he said while feeling his food squirming up further towards his body. As Sasha disappeared into his body for good, he felt another familiar's powers abandoning its contracted witch, and joining his cause.

"Welcome, Mr. Bear. I hope you'll find this vessel much more compelling than a bunch of fragile little girls, hahahaha!"

Another witch absorbed, and more power for Cell to wield.

"S-Sasha..." Kanno continued to ball her eyes out over her friend's capture.

Nipa and Hikari also began crying in the barely lit storage room, but Takami wasn't having any of it. "Listen up, girls! If you just sit here can keep crying like this, you'll just end up becoming that thing's next victim! Let's think of something now before we all end up her!"

"Sis, what do we do?" Asked Hikari. "That's not even a Neuroi, we don't know what we're going up against!"

"Regardless of what we're up against, we need to come up with something that can fend him off!"

"It's just us four now, we don't even know where Krupinski is," Nipa remarked.

Kanno slammed her fist into a locker, causing a loud clatter. "If that jerk were still here this wouldn't have happened!"

Before she could continue, the door to the storage room was ripped open, and the creature - who just barely fit inside, started creeping his way to the rest of the girls with his tail back in cylinder mode.

Takami noticed the familiar looking ears on his head. "Is that..."

"Indeed it is, my love. You girls and your powers are all going to become a part of me now!"

Takami turned to the others and shouted, "We can't let that happen! Everyone, get out of here while you still can - mmph!"

The last witch in command was immediately captured by Cell's tail. "Silence!"

"Takami!" Kanno shouted.

"Sis!" screamed Hikari.

Nipa grabbed both of them and said, "Listen, I'll try and save Takami. You two have to get out of here!"

"Nipa," Kanno tried to reply, but she was too shaken to say anything.

"Get out of here!" Nipa said, as she charged toward the green creature.

"Damn it!" Kanno screamed. She grabbed Hikari by the arm and dragged her along with her.

"Wait...SIS!" Hikari screamed helplessly, as she could only look on helplessly as her older sister was being consumed by the creature's tail.

All Takami could manage were a bunch of muffled screams as her head was being plunged up and down.

"Hahaha, that's it, squirm for me! Make this as enjoyable as possible!"

Nipa rushed over and grabbed Takami's legs, desperately trying to wrestle her away from Cell's grasp. She activated her magic, and her familiar started to show itself; but it also went into overdrive by constantly growing even larger than it's usual self. Desperate times call for desperate measures, right? Nipa thought to her familiar.

Seeing Takami's bare legs flailing, and her bird familiar frantically feeding her magic only made Cell more ravenous. He started secreting even more acids from inside his tail, melting the struggling witch's uniform and one piece swimsuit underneath.

Nipa fell hard to the ground once Cell jerked his food away from her. All that Nipa could manage to do was to rip her shoes off.

She looked up at Cell with a glare and shouted, "Let her go you perverted freak!"

"As if! I hope you're ready to witness the circle of life!"

Sensing there was nothing else she could do, Nipa remembered back to what Takami was saying...about how this creature was absorbing the witches and taking their powers for his own. She looked at Cell's head, and realized it was true once she noticed Sasha's familiar being assimilated by their enemy.

If that's true...Nipa thought, then I need to make sure he doesn't get our powers!

Nipa rushed back out into the hangar where their arsenal was. As she ran past Takami, she was surprised that the invader let her go so easily.

Cell didn't mind. He was enjoying the feel of his prey struggling to keep herself from being eaten, but to no avail. All her clothes had melted off, leaving a slime-covered witch with feathers scattering every which way.

Takami's breasts slowly started to become enveloped inside Cell's tail. "It hurts!" she cried out in pain, as the acids seeping out started to burn her skin.

But now that she was all lathered up, she could slide up much more easily. "Don't worry, my love. It'll all be over quick now!"

Cell pumped harder and faster, and Takami's soft, round butt cheeks slapped together in a steady, rhythmic motion; meanwhile her tail continued to lose feathers.

"Mmmmmm!" she continued to cry out, as her familiar's stamina was at its limits.

In the hangar, Nipa tried looking for a weapon - any kind of weapon - to off herself and Takami before they became absorbed. All she could find that was close by was a Liberator handgun lying next to a crate of ammo. "Good enough!" She grabbed it, and dashed back into the storage room.

By then, Takami's magic had been completely drained. She'd been completely weakened by Cell's rigorous plunging. Her familiar had given up after being tired out, and once Takami stopped struggling, she was finally ready to be consumed.

Cell lifted her high in the air, and let gravity pull Takami's bare ass, thighs, and long, slender legs into the tail; finally her feet disappeared without any resistance.

"Damn it, you let her go now!"

"Hahahaha, or else what?" Cell turned around.

Nipa pointed the Liberator to her head. "Otherwise I blow my head off, and you can't take my self-healing abilities!"
Cell didn't bother even thinking about it. He swallowed Takami's body, and she began her final ascent.

"It's too late! Her power is more valuable against the Neuroi than other witch's here! Even yours."

Nipa watched as the bulge in Cell's tail grew smaller and smaller, until disappeared inside his body.

Cell bent over momentarily, processing his newfound power. "Yes...yes...YESSS!" Once Takami's magical compound was completely dissolved, her signature disappeared, and Cell's body began to discover her true power.

The wings and tail of a Red Crowned Crane began to flourish to its full beauty as it recognized Cell as its new owner.

Nipa stumbled backwards, having trouble keeping the gun to her head. "It can't be...Takami..."

"Do you see now, little girl? Your familiar is probably begging for you to be absorbed! If you die, it dies! If I consume you...well, you'll still die, but you'll forever become a part of me, and your familiar will be used to its fullest potential!"

"I'll never let that happen!" Nipa protested. She tried to steel herself but firmly pointing the Liberator back to her head. Still, her hand began to tremble.

"You can't do it," Cell mocked. "To be honest, I probably don't need a self-healing ability against you witches, but it never hurts to try out!"

Cell slowly walked towards Nipa, who was still struggling to maker her suicidal decision with her eyes shut tightly.

I...have to...shoot myself...just pull the trigger! ...what? I can't move my body! What, stop! Let me do this, please!

Cell could sense the conversation going on in Nipa's head. "It looks like your familiar made its decision. Time to acquiesce!" His tail opened up wide, and swooped Nipa in one motion.

She dropped the Liberator, and it fell harmlessly to the ground.

How could you?! Nipa shouted in her mind. She didn't want to die, but she knew that's exactly what her familiar was thinking.

"Your familiar has abandoned you. It's time to accept the inevitable!"

Cell sucked harder and harder, and Nipa's muffled cries only pleasured him more. "AHAHAHAHAHAHAHA!"

Nipa's white tights began to dissolve, as the acidic secretions starting melting its next victim's clothing. Her sweater and undershirt quickly dissolved as well.

Cell raised Nipa up in the air, and removed her boots. "You know I can't absorb you with these on!" He also pulled what was left of her tights, showing off an impressive lower body.

Her familiar didn't bother to help. It stayed in its passive form the whole time, not once trying to supply Nipa with magical energy in an effort to save her.

Unlike Takami and Edytha, Nipa wasn't a very strong witch, so there was no need to try and weaken her first. Her light blue panties melted off, and now she too became a naked offering. It seemed that the more witches Cell absorbed, the more ravenous he became. "Hurry up and get eaten, pig!"

Still, Nipa was larger than most witches, which made her particularly difficult to swallow. Her giant tits kept banging against one another, preventing any kind of progress.

"Isn't it ironic? The familiar wants to be absorbed, but the witch is somehow still resisting."

Cell decided to remedy that by spitting her out, leaving a trail of slimy ooze on the floor.

Nipa coughed, and tried rubbing her eyes, but the acidic secretions started to burn. "AAAHHH! I CAN'T...SEEEE!"

She turned on all fours, and started to crawl away with her butt sticking in the air.

"That's perfect!" Cell exclaimed. He shot his tail at Nipa's ass, and it started sucking her in from behind.

"Ahh! Ahh! Ahh! Ahhhhhh!" Nipa shouted as her senses became flooded with pain, both from the burning acids covering her body, and the feeling of having her legs being stretched out in an unnatural way. At this point, it looked like she was doing yoga on the floor with her arms and legs stretched out in front of her.

Cell kept at it though, and soon her back started to disappear inside the tail. This way, her breasts getting in the way wouldn't be an issue. She curled forward as the tail kept sucking her in, and once half her body was enveloped, Cell raised her in the air, and let her feet dangle for a few moments, before finally swallowing her whole.

"Well now, that was indeed enjoyable!" Cell said as he could feel her writhing body slithering up his tail.

After a minute of letting her slide up, Cell felt Nipa's body dissolve into his back, but not before she let out one more muffled yell, "NOOOOOOOOOO!"

Nipa disappeared into his body, and her magic dissipated onto a molecular level, now coursing through Cell's system.

A pair of white ears and a tail poked out, sensing its new partner. "That's right," Cell said. "You work for me now," he began to cackle and added, "You abandoned that girl for your selfish desires, what a cruel act of betrayal to the very end!"

Hikari and Kanno stormed out of the base, huffing as they were out of breath. "Now what?" Hikari asked.

"We get out of here, that's what! Let's find a friendly transport or something."

Hikari pointed to a group of soldiers parked near the tall obelisk on the base. "Look! They can probably help us!"
"Wait, Hikari!"

"Excuse me, we need help! The base needs help!" she shouted, trying to get them to notice her.

"Look, there they are!" one of the soldiers noticed. "Open fire!"

They all unloaded their weapons, but Kanno and Hikari took shelter behind their shields next to a massive stone statue. "Are you crazy?!" Kanno yelled.

Hikari shivered. "Why...why would they be shooting at us? Aren't they on our side?"

"Idiot! They clearly hate us witches!"

"Even though we destroy Neuroi?!" Hikari tried to reason.

"That doesn't matter anymore," Kanno said, looking down at her fist. "I can only use this once at full power, and I intend to save it for that thing in our base. But we're in a tight pinch right now..."

"Ah yes, Tsurugi Issen. The famous attack of the Destroyer, Kanno Naoe."

Both girls looked up, and saw their pursuer standing above them on a ledge.

"Damn, how did he find us?!"

"It makes no difference," Cell replied. "I see that magic is imbued in your glove. So for me to just absorb you would be no good...I would have to wear that thing while performing the attack with your witch's soul inside me."

Cell licked his chops at the thought of devouring her.

"Ha, good luck with that! This thing won't even fit on you!" Kanno shouted back.

"Sadly, you are correct," Cell jumped down in front of them, keeping them from escaping. The other soldiers marched behind him, waiting for his orders.

"Wha...what are you going to do to us?" Hikari nervously asked.

"I'm not going to do anything to you. Both of you are worthless to me, and as you can see," Cell unveiled his latest powers that he consumed from Nipa. "I already have a plethora of magical abilities I took from your friends!"

"You bastard!" Kanno shouted. "You should never have showed yourself!"

She clenched her fist, and her glove glowed into a bright white flash. "Tsurugi...ISSSEENNNN!"

Kanno smashed Cell with all her magic, and all of her might.

"Oooooffff!" he groaned, being sent flying back behind the soldiers, and crashing into the obelisk. In massive blast of dust and debris, Cell disappeared underneath a tumbling tower, and watched as the tip of the obelisk came crashing down on him with a loud crack.

"I...I did it! I completely wrecked him! Did ya see that Hikari!"

Tears were streaming down her face. "Mmm! That was amazing, partner!"

She glomped Kanno, and squeezed her as tightly as she could.

"Get off me...and I'm NOT YOUR PARTNER!"

The soldiers, meanwhile, rushed towards the crash site, furiously digging out their ally.

"Let's get out of here while they're distracted."


Hikari ran as fast as she could next to Kanno, trying to keep up with her every step of the way.

Suddenly, Kanno began to slow down as they reached the entrance of the hangar. "Huh? Kanno-san, what's wrong?"

"I suddenly don't feel so good...I think that last attack drained all my energy."

"I'll carry you inside the rest of the way if I have to!"

"Hikari, just get in your Striker Unit and fly far, far away..." Kanno suddenly collapsed to the ground.


"It's no use," Cell said from behind.

"What? How, how could you survive that hit!" Hikari demanded an explanation.

Cell pointed to Nipa's ears and tail that sprouted from his body. "Remember your friend had a self-healing ability? Or did you forget so easily?"

Hikari's face began to spell despair, and fell on her knees.

Cell picked up Kanno from the ground, and flipped her over his shoulder. "I said I wouldn't do anything to you, but I've changed my mind!"

His tail, still in stinger form, plunged itself through her panties and in between Kanno's legs, clearly violating her.

Hikari could only watch in horror as her partner was being humiliated in front of her.

Cell's face turned serious, as he started melting Kanno from her insides, siphoning all her flesh and blood into his own body. As Kanno became significantly thinner, her shoes fell off, leaving her bare feet dangling in front of Cell.

As he continued to consume Kanno, and her body shrunk even more, Cell commanded the soldiers behind him: "Kill her."

Hikari raised her shields as soon as the soldiers opened fire.

She began running frantically in the other direction, but there was no place to hide - not in front of the wide open hangar.

She a bullet graze her leg, and she stumbled to the ground. She picked herself back up and ignored the pain, but she couldn't run nearly as fast now.

Her shields were weakening, and another bullet struck her in the back. That brought her down for good.

She turned over, and felt the blood spilling out from underneath her. "Is Am I...going to"

Hikari stopped hearing the rattling of machine guns however, and notice a commanding officer different from the other soldiers approach her.

Still outside, Cell had just finished up his latest meal. He had completely eaten Kanno by now, but he didn't steal her magic; he simply drained her body and absorbed her for her nutrients. Absorbing witches for their magic wasn't the same as eating them for physical energy, and Cell had almost run out of it by the end.

Kanno's clothes had all fallen to the ground, and his tail made a gurgling sound, before letting out a deep burp.

He walked over to Hikari, and ripped off her shirt and swimsuit, revealing a pair of small but plump breasts. "I've always wanted to eat a witch's heart whole."

"No, stop! Hikari pleaded.

Cell drooled over the wounded witch, and - without piercing her flesh - reached deep inside using magic...and pulled out a rapidly beating heart.

"Ahhhhh!" she shouted, before succumbing to darkness, but not before witnessing her final moments: the green creature who killed her friends, had now proceeded to swallow her heart whole.

Cell felt the warm blood spurting out inside his mouth, and in one swift motion...gulped down the freshly beating organ. He stood up over the deceased young witch, stabbed his stinger in between her legs as well, and began helping himself to seconds.

Hikari's body slowly shrunk; her arms and legs began to thin, and her head collapsed into a pile of flesh and hair. Hikari's warm fluids rushed up Cell's tail and into his back, helping to replenish his energy. Cell watched as the witch's body shrunk into a large meatball around her midsection.

Cell was like a carnivorous plant, feasting on a group of insects. Although sometimes, he became a little too much like one.

Once all that remained were Hikari's clothes, his tail let out another burp. "Now I'm full. It won't be long before all the Witches meet their end!"