Calliandra sat at her desk in the observation office, tapping idly the beat of a dance number from the other night. It would probably be stuck in her head for the rest of the week at least, but she didn't mind so much - Except for the long, dull spells when she was supposed to be on guard. There wasn't much left on the planet, having been mostly cleared by orbital bombardment a while ago, but still her regiment was considered to be on alert. And so she sat, staring at a bunch of monitors giving fuzzy images of her section of the compound. It could be worse, she knew - The guards walking back and forth on patrol would be on their feet all night. At least she got a moderately comfy chair. 
	A rapping on the door barely gave her time to jump to attention, as a black-clothed woman strode into her room suddenly. "Report." She ordered in a terse voice. Her arms hidden behind her back, she was tall... Yet, her clothes looked ratty, worn, as though she'd just came in from the wastelands. 
	"Y-yes ma'am! All clear, sir!" Cal replied, before recognizing the woman. "Commissar Lucille? Is that you?" she questioned before she could stop herself. "You've been missing almost a week!"
	Lucille smiled and walked closer to Calliandra. "I have just returned from a long patrol. It did not go quite as expected." Cal was awash in questions - Did that mean she found Tyranids? Or something else? Why the communications blackout? But chief of her questions...
	"M-Ma'am, have you stopped by the commander's yet? You should really report in, not that I don't appreciate you stopping by..." Lucille was right on top of Cal now, nearly a head taller and only scant inches from her forehead... Last time a superior did that was in boot camp, and she tried not to flinch from the dressing-down she had come to expect from her body language.
	"Soldier. Present your knife... wouldn't you?" Cal nodded quietly, reaching back into her hip holster for the weapon - It wasn't uncommon to check and make sure that the men were taking care of their weapons, but this still seemed... odd to her. Lucille was close enough she could smell the sweat, the dirt of travel... And something else, something that seemed alien to the tall, beautiful woman.
	The commissar took a hold of the knife, holding it gingerly in her hands as she inspected it. "Don't move." She warned, before sliding the knife under Cal's collar, tearing her jacked from her skin in one smooth motion - Carefully, the Commissar dragged the cold knife in between her breasts, so close to the skin but only cutting outwards. Calliandra gasped, as her jacket, shirt, and bra were cleft in only a moment, taking a step back. "C-Commissar, wha-" she tried to ask before Lucille grasped the back of her neck and kissed her, hard, on the lips.
---
	Meanwhile, in the halls of the complex, the men were dealing with a very different threat. Blood sprayed in arcs as Annette sent another man's head flying, sailing through the air to catch it in her smaller, nimbler talons near her belly for just a moment before she dashed across the hallway to her next victim. Unlike Lucille, Annette had broken early, reduced to barely more than the monsters who had changed her, somehow. Long, monstrous talons sprouted from her hands, fingers trapped in flesh grasping them, and another set of smaller, almost useless talons could be seen near her belly tearing into the man's flesh. She was naked, but hard, chitinous bone around her back and belly deflected stray las-fire as she charged, hissing and screaming in joy as she and her brood slew the men. She loved the feeling of their life-force draining, cutting into their arms and chest with her scythes and biting into their throats with her jagged teeth. It felt GREAT to have purpose once more... 
---
	Such could be seen on the monitors, and an observant guard might have warned the rest of the base immediately - If it were not for the fact that Calliandra was currently splayed back against the wall, as a blade worked through her Grox leather belt and sliced her regulation pants off of her body, cutting her panties to shreds as well. She struggled momentarily against the Commissar, arms beating against her shoulders as she tried to scream through her soft, inquisitive lips. This was HIGHLY against regulations!
	Naked, barely touching the ground with the tips of her toes, Cal watched as the knife was tossed to the floor carelessly and the woman keeping her pinned finally grabbed her ass in earnest, holding her up while the other worked it's way towards her breasts. She gasped through soft lips when the Commissar pulled on her bosom, letting the aggressive woman's tongue in by accident. Something didn't feel right about it; It was rough, and long, exploring her mouth sharply and in record time but also tickling the back of her throat as well. Then, something pressed against her stomach.
	Cal forced herself to look down, screaming despite the woman muffling her voice as she saw what was down there, Erupting from underneath the Commissar's shirt. Sliding out swiftly was a set of slick, gooey tentacles, wrapping around Cal's waist one at a time while another one slowly lifted the black uniform away. From all around Lucille's stomach, a nest of long, sticky tubules reached out for Cal's body, like a bed of anemones with purpose. The guardswoman struggled, squirming away from their touch, but held firm - The monster-woman even let go of her, allowing her to play with both breasts, as now Cal was held entirely by the tentacles wreathing around her waist. She beat down on the 'woman's' shoulders, now feeling her tight, taught musculature, the hard body not giving an inch under her flailing. She pulled on the coat, dragging it down her shoulders... 
	Lucille laughed, pulling her lips from Cal's, leaving a string of saliva between them for just a moment. Tentacles wrapped around the trapped woman's breasts, leaving Lucille's own hands to slowly unbutton her own shirt, sliding her clothes off one piece at a time. At the sight of her naked body, Cal gasped, her eyes forming tears in fear and confusion. Dark splotches covered the Ex-Commissar's skin, showing off a mass of unnatural muscle and bone.  Two more sets of long, clawed arms reveal themselves from under the discarded jacket, stretching out to the sides from their long confinement. Meanwhile, the monster strutting in front of Cal continues to pull away her skirt, stripping herself naked while her prehensile limbs knead and flick at her breasts.
	"W-what happened to you?" Cal mewled helplessly, twisting under the soft, groping tendrils stretching across her naked body. They stretched themselves tighter over her, pulling her closer to the monster while sliding over more and more of her body - Sliding between her ass-cheeks, tracing a cool, sticky line up and down her back, coiling around her throat and tickling under her ears. She gasped at the sensation again, biting her lip to keep from moaning out. "Please stop..."
	In response, the she-monster brings drops the last of her clothes, her short skirt falling to the ground in a lump around her feet.  More tendrils struggle out of her freed crotch - the tentacles form a V heading down her body, ending with a drooling, messy maw around her pussy, capping off with a large penis-tentacles that still lay limp, swaying free in mid-air. Cal stared, in awe and fear, as she felt the soft hands once again stroke her cheeks, pulling her face to stare into the eyes of what used to be human. "I was given a wonderful gift, my dear," it whispers, sharp teeth nibbling gently across her neck and chin. They could tear through her flesh, ending her life in a burst of gore and blood... But no, Lucille had other plans. "The others hadn't the potential for it, but me... My Queen gave me new purpose, and now, I mean to share that with you..." 
	Once again, she traps the terrified woman's mouth in hers, prying her teeth apart in a burst of strength and tearing her tongue down her throat.  Her larger, more dangerous secondary arms grasp Cal's shapely ass, claw-like fingers digging into her ass and pussy, groping and pressing into her. Slick tentacles tease and slide over and around her vagina, preparing it for the real thing... Despite herself, the guardwoman moans around the long, rough tongue raping her mouth, feeling her love juices flowing, her body readying for a loving assault... She wraps her arms around the monster, fingers grasping along her thick, muscular back and shoulders for support as she feels herself being pulled closer, tightly wound her monstrous lover.
	The head of the thick, hard tentacle-cock rears itself before Cal's love hole, sticky and sweet and welcoming the member as it tests her pussy lips. With a hard grip, Lucille's rough, monstrous fingers grasp hard on Cal's ass as it shoves her down onto it's penis, causing the girl to cry out hard around the deep, wet kiss she was locked into. She tightens, her hands and toes clenching as she moans over and over, orgasm racking her body - The first of many, if the monsters had their way. It felt so *good* to surrender herself to her superior's attentions... Tentacles groped her breasts, stroked her legs and thighs with gentle, slimy ministrations, lips and teeth bit down on her own while a hard tongue fucked her mouth almost as strongly as the penis stretching her pussy... She was melting into her lover, completely consumed in the fire of it's breeding.
	Cal is slammed into the wall as she feels her lover thrusting into her anew, hard cock-tentacle ravaging her vagina, pressing deeper and deeper with every moment. It presses against her skin, heavily banging against her belly as it fucks her harder and harder, crushing her between the Commissar and the wall while it continued to dominate her body. Suddenly, it stiffened, slamming her once more as deep as it would go, the two women's crotches meeting with a wet slap as curious tentacles wrapped around her ass to keep her in place.  Calliandra feels a wet warmth begin to fill her, filling her womb tightly as it fires a heavy salvo sticky semen into her - And something else as well... A spherical, massive ball slides through the heavy cock, spreading her wider than ever as it travels into her. The heavy egg press against her womb, before forcing itself inside with incredible strength. A last, moaning scream erupts from her lips before she feels herself floating, somehow, the sensation of being inseminated and impregnated filling her mind until it was nothing but a wet, lewd, white-hot blur. 
	Cal goes limp against her lover, gasping for air as the creature finally releases her lips once again, slurping it's tongue back into it's mouth. The tentacles molesting her release themselves, letting her breasts droop, as she slowly slides down the wall without the powerful multitudes of arms holding her. Finally she falls fully, held in place with only the mighty penis-tentacle inside her before it comes out with a pop. Thick, viscous liquid leaks from her swollen pussy, her swollen belly proof of the encounter even if her gaping jaw drooling from pleasure wasn't enough.
	Slowly, pleasantly, Lucille picks her hat back up off the ground, sliding into her heavy coat - Not needed, but somehow affectionately familiar. The rest of the clothes she leaves, letting her swollen breasts and lewd tentacles hang, cooling in the naked air.  Her brethren in the base let her know, with psychic calls and shrieks, that they've found more wombs for her to fill, even as they clear the complex room by room. Soon, this world would belong to themselves once more. She had so many more children to fill it with!