The Erotic Mind-Control Story Archive

Octopodded Chapter 2

Rosanna sat in the bushes with a group of podded humanoids, blinking in the light of the afternoon sun. It was hard to credit, but it had only been a few hours since her initial capture. Mistress worked quickly, preparing for the landing party.

The area outside the cave was quiet, long stalks of the soporific flowers filling the under canopy. Above, the waving branches of tall evergreens filtered the light trickling down to her sister slaves.

Rosanna was situated on an outcropping above and to the side of the entrance to the cave, giving them an excellent view of the clearing below. An earthen ramp wrapped around the side, a grass strip leading from the top of the cliff to the small clearing. Everything was quiet but for branches waving in the wind.

She looked down, admiring the contours of the octopus creature sitting on her pussy. It was wrapped around her waist beneath her swollen belly, watching her with animalistic devotion. It had climbed onto her body as she had left the cafeteria cave, settling into position with a wet slap. She didn’t question its presence; this, too, was the will of her Mistress.

Running a hand over its bulbous head, she moaned as it stroked its rough tongue over her pussy. She thought about how the one on her head was doing the same to her brain, treating her like a pet. Good thought She wanted to stand here and think about her slavery all day, bad thought, but she needed to be ready to follow her Mistress’ commands. Good thought

She focused as her comm chirped. She wasn’t wearing her utility belt, but that didn’t matter. One of the octopus arms dangling on her shoulder was helpfully curled around the small device. She retrieved the device in the palm of her hand, lacking the fine control necessary to manipulate it with her arms. As she acclimated to her new position, she was certain that with practice she would learn to use these new appendages as if they were her own. Good thought

“Rosanna here,” she said, careful to leave out any hint of her arousal.

“This is Abbott,” came a prim voice. “We have landed near your position. Please give us directions.” His tone was clipped.

Rosanna rolled her eyes. Abbott Prosser was an idiot. A well connected idiot, but an idiot nonetheless. She wondered why he had been assigned to lead the expedition, as his only achievement was failing upward to first lieutenant. Even that much power was more than enough to go to his head. She had been ordered around by him like a peasant more than once.

She curved her lips, viciously pleased at what Mistress would do to him. All she needed to do was set the hook and lead him into the trap. She glanced at the comm’s readout.

“Direct your path to grid coordinates 543841. You’re looking for a small clearing butted up against a small cliff face. Watch for the cave opening, and group up. It’s easy to get lost in the forest. Rosanna, out.”

“Abbott received,” he replied, voice dripping with condescension. “We should be there within minutes, if your directions are sufficient. Out.”

Rosanna curled her lips in a snarl. The backhanded insult was an unfortunate pleasure of dealing with the supercilious bastard. Never mind, it wouldn’t be her problem for long. A sudden realization hit her. This wasn’t her problem at all. Mistress would solve the problem for her. Good thought

She stroked her fingers over the Octopus on her waist, taking comfort from its rubbery presence. Ten other podded humanoids crouched all around her, hiding in the long grass that grew at the cliff face. The clearing below was only about ten feet down, not a long drop. She imagined jumping from the top, landing in the circle of green grass as if it was a bed of down feathers.

Her imagination was being silly again. She shook her head, narrowing her eyes. There, against the far edge of the clearing, she could see motion. Was that the landing party? If she had her full complement of equipment, she could have used her spotting scope, but most of her usual gear was hidden somewhere in the cave. Mistress must not think she needed it to accomplish this task. Good thought

Her initial intuition was correct. The waving fronds of vegetation soon resolved into a line of heavily armed crew members, scanning back and forth as if they were in a hostile environment.

Damn, they were being overly cautious for what this mission should entail. The spearhead of the unit was led by a woman, who stopped in the middle of the clearing and held one hand up in a fist. The rest of her people spread out behind, forming a circle of troops that watched their surroundings warily.

Abbott wasn’t with this bunch. She hadn’t expected him to lead the party, but she certainly had thought he would be close behind. She couldn’t have missed him. His thin, gaunt frame would be unmistakable. Where was the rest of their party?

The lead soldier raised a hand to her helmet, popping the visor open and waving her hand. The other soldiers followed suit, the red lights around their neck lines making them look like armored beetles.

“We’re here!” Sally declared in a commanding voice. “Rosanna, where are you?”

Rosanna froze, not sure what she should do. Leading this unit was her friend Sally, the security chief, not that bozo Abbot. Sally was no push over, and could beat Rosanna’s butt twice over without breaking a sweat. She had never won a tennis match against the chief.

If she gave away her position now, without knowing where the rest of the landing party was holed up, Mistress might not be able to capture them all in one fell swoop. If anybody was able to get away and warn the ship above, they were all as good as dead.

Indecision kept her frozen, unable to move a muscle. If she did nothing, this would all be over. Her pulse raced.

The tentacle in her brain shifted, spearing her core. She could feel her body straightening. She waved an arm, her lips moving, not under her control. “Hello, the party!”

Sally blinked, looking up at Rosanna’s position with surprise. The sun beamed from behind her head, making it hard for them to see her clearly. Still, it was impossible to hide that she was completely nude, and it wouldn’t take much longer for them to realize that she had an octopus sitting on her head.

“Mistress welcomes you to Antasia,” she declared, not bothering to hide her strange condition.

It was mighty bold of Mistress to take a direct approach. She must be confident of success. Good thought

Everything happened all at once. The tall flowers surrounding the soldiers leaned over, expelling their spores into the air, a yellow cloud suffusing the area. “It’s a trap!” declared Sally, pressing against her neckline to snap her helmet back on.

Some of the others on her squad weren’t quite as lucky, the soporific effect seizing their autonomic nervous systems before they had a chance to react. At least half of them succumbed to the flowers, but that still left five more to deal with.

The soldiers snapped up their rifles into firing position, but Rosanna had dropped into a crouch, leaving them no target to attack. What else were they going to shoot, a bunch of flowers?

They turned around in circles, looking for an enemy. It didn’t take long for them to find one. Podded humanoids ambushed them from all sides, a swarm of naked bodies rushing them in silence. They tackled two of the soldiers before they could got off a shot, octopus arms ripping at their helmets.

Rosanna stood at the command of her Mistress, the others around her doing so as well. A singular goal glowed in her head. This party must be captured, for Mistress. Good thought

She began to run, legs pumping down the grass ramp. Her brain noted flashes of red light, blistering beams of light firing wildly. The other podded humanoids ran with her, but she only vaguely registered their presence. She had eyes only for Sally, who by now had regained her composure and was blasting her attackers with stunning beams of energy from her rifle.

Many of the attackers fell, tumbling over themselves as they dropped to the forest floor. Splashes of red in the green grass, octopus arms twirling wildly.

Despite the ferocity and increasing accuracy of their fire, there were far too many attackers for them to handle. It was obvious to Rosanna that they were quickly becoming overrun.

Sally shouted, audible over the silent assault of the podded humanoids. “Go lethal! Go lethal! Go, go, go!”

The hum of the energy weapons increased in tenor, actinic blasts of red light lancing through some of the podded attackers. Blood arced through the air as shots slammed home.

The bloodshed spiked her anger. There was no reason to kill and destroy the servants of Mistress! This what was what Dry people always inevitably did. There could be no peace with the Dry, not as long as they killed indiscriminately.

She sprinted at full speed, hands curled into claws. Despite their lethality, the troopers were dropping, one by one. Hands grabbed at their weapons, yanking them from their hands and tossing them away. Octopus arms wrapped around their shoulders and heads, holding them in position as others worked to remove their helmets. One of them struggled, pulling a knife to slice at one of the arms wrapping around his neck.

Rosanna felt a sharp pain at her hip, a scorching burn impacting the octopus straddling her hips. It shrieked piteously, its tentacle writhing inside her. Far from pleasurable, its pain pierced her ears until she would do anything to make it stop.

Eyes wild, she spotted Sally lowering her rifle for another shot. She grabbed hold of the barrel, yanking it downwards. A shot blasted the ground, sending up chunks of dirt which speckled the front of her body. She slammed into Sally, throwing her off balance.

Two others joined her in an instant, holding Sally down. Tentacle arms slapped over the top of her helmet, suckers straining in an attempt to remove it.

Rosanna moved her hips over Sally, squeezing her thighs to hold her in place. She leaned forward, giving the security chief a good view of her breasts while she inspected her captive.

Sally’s helmet was an interlocking design, meant for hard use on hostile planets. Tearing it off would be quite difficult without damaging it irreparably, but if you knew where the manual release was located, it was child’s play. She ran one hand down the side of Sally’s neck, stabbing down with her index finger.

The helmet popped off, removed by the pressure exerted by the octopus suckers, and was discarded. Sally’s eyes were wide with disbelief. “Rosy? What the fuck is going on here?”

The tentacle of one of her octopus arms wrapped around Rosanna’s right breast, giving it a light squeeze. “You are Dry. You cannot understand until you have been made Wet.”

She smiled with pity as the octopus she wore as a belt relaxed its remaining arms, climbing onto Sally’s chest. Three of its arms had been blown off, big gaping wounds oozing blue ichor. It left a trail of liquid behind as it pulled itself up her suit. Sally stared at the beautiful creature in disgust.

“First, you shall be made into a Tentacle. Understanding will come. In time, you will yearn to be podded. I cannot imagine living Dry. I wish to be podded more than I can say. Serving Her is the purest form of living.”

She realized it was true. Somewhere along the way she had accepted her destiny and wished to embrace it. Being podded was more exciting than sex. Being Mistress’ Tentacle was Purpose.

Sally cursed like the sailor she was, her jaw moving uselessly as the octopus maneuvered its way over her face. She tried to bite an arm as it flipped past, but its spongy surface survived the force without injury.

The two podded humanoids lifted up her shoulders, giving the octopus easier access to her head. It rotated into place, the injured arms making it tilt off balance. Its eye blinked slowly, red with distress. To counter the odd angle, the remaining arms wrapped around Sally’s head, some of its suckers sticking onto her nose.

She didn’t stop cursing until the octopus hammered down on her head. She turned white, her eyes rolling as it ate its way into her skull. Her body shook, once, twice, then was still. Her lips moved involuntarily.

She blinked, eyes suddenly more vividly blue than before. The tentacle had pierced her mind, making her Wet. Her new hat rolled its eye, the angry red coloration around the periphery fading. Implantation was complete. She was a Tentacle.

It was only now that the adrenaline was fading that she evaluated her own condition. She had gotten incredibly lucky. The octopus on her waist had acted like armor, absorbing most of the energy from the blast, leaving only a small, red mark on her right hip.

Her muscles ached from the short run, belly protesting from her adrenaline fueled movements. She stroked her chest, hoping that none of her precious cargo had been injured. She needed to birth more octopuses to spread her mistress’ commands.

Sally was still being processed, her mouth working as the tentacle plugged itself into her mind. Now that the initial rush of the attack was over, Rosanna relaxed, sitting back and looking around the clearing. The other soldiers hadn’t fared much better than Sally, their helmets removed, cute octopuses perched on their heads like hats.

In several cases the soldier’s helmets had been destroyed. The podded people must have been unable to figure out where the manual release was located. She marveled at the twisted metal, impressed by how much strength their octopus friends possessed.

It hadn’t gone smoothly for all of them, however. One unfortunate crew member’s head had been crushed like a grape, nothing left but a wet, red hole in the top of an armored suit. She looked away, distressed by the waste. Death was Dry; only the living could be Wet.

She wondered about what was happening elsewhere. Abbott was still out there somewhere, and the landing party must have left a pilot behind on the shuttle for a quick escape, if necessary. If they found out what had happened here, the jig was up.

Sally stirred beneath her, blinking cerulean blue eyes. “I am Wet,” she declared. “I am a Tentacle. Mistress commands me.”

Satisfied that her friend was sufficiently under control, Rosanna stood up and gave her an arm. The surrounding podded humanoids stood back, waiting silently.

Rosanna got a good look at the octopus on Sally’s head, surprised to see that the bloody stumps had sealed up. Looking closely, she could almost see the ends of tiny wiggling appendages in the center of the wounded areas. Their octopus friends had amazing regeneration properties! She marveled at her Mistress and what she was capable of. Good thought

Sally stood, staring straight ahead as the tentacle worked itself deeper into her mind. “I obey. Yes, others must be made Wet.”

The other crew members were standing, too, all the remaining soldiers paired with a new octopus friend. The clearing belonged to her Mistress. Her mind worked, trying to figure out what else needed to be done to accomplish her Mistress’ goals. Plenty of time had passed, enough that the rest of the landing party should have found out what was going on by now. Did they need to seek them out and implant octopuses on them as well?

Her feet began to move, turning her back towards the cave. She laughed, realizing that this was not on her shoulders. She didn’t need to come up with a plan. Her Mistress was in control of them all.

She walked through the entrance, other podded people following her in a single line. From her previous stay, she knew the next side passage lead to the mating room, filled with octopus spawn. They marched past, heading down the far hall towards the strange little cafeteria.

The rest of the complex was a mystery to her, but she supposed that Mistress would reveal it to her as necessary for her duties. She was just a small Tentacle, part of a larger whole.

She stepped back into the cafeteria room, the beige tables providing a strange sort of familiarity. The room was empty, but they soon started to fill it up, lines of podded humanoids standing against the walls. Rosanna’s feet carried her to the end of one of the tables and she turned around, facing the others as they piled in.

Sally stood next to her, gurgling with happiness. Her joining must be going well. The rest of the soldiers took the far table. She looked around, noting the lack of Regina or Brenda. Were they somewhere else, performing duties for Mistress?

A communicator beeped and she reached for the unit gripped by one of her octopus arms, but it wasn’t hers. She tilted her head and looked at Sally as the woman raised her own unit to her lips.

The speaker crackled. “Captain Roger, calling expeditionary force. Expeditionary force, come in please.”

Sally pressed the button, staring far off into the distance. Her lips moved, the rest of her face without expression. “Security Chief Sally here, what’s going on, captain? Situation nominal on the ground here. The aliens are even trying to feed us some of their food.”

A podded humanoid had retrieved a plate of fruits, serving a row of others who had sat down at the far table. Tentacles had voracious appetites; she was feeling rather hungry herself.

“It’s the shuttle crew,” replied the captain. “I can’t reach them. Can you send a detachment to check up on them?”

“Aye aye, captain, I’ll send Roberts now. I don’t think we’ll be here too long, the xenos look friendly.”

“Good, tell the salvage crew to get back to work when they can extricate themselves safely. We still have a job to do here.”

“Aye captain,” replied Sally with clipped diction. “I will let them know. Sally out.”

The communicator chirped as she cut the connection, dropping her arm to the side. She stood still, waiting for further commands from Mistress.

Motion came at the far wall, more podded humanoids marching into the chamber. She was pleasantly surprised to see that they were led by Regina, who appeared uninjured.

Following in the rear were faces she recognized. Yes, that was definitely Abbot and the rest of his crew. They must have been ambushed by Mistress and mated with octopus spawns before they could warn the captain.

A wise smile on her face, Regina walked up to her and clasped her arm. “This mission has been a complete success, thanks to your efforts. There is nobody else who remains Dry on this planet.”

Rosanna burped, feeling the eggs sitting heavy in her belly. How long was gestation for octopus spawn? She was eager to experience a birthing. She ran her hands over her swollen belly. “I’m feeling so full,” she moaned.

Regina pressed a hand over her belly button. “You are eager. This is good. However, it is not yet time. You must carry them for me a while longer. Our spawn will be necessary to assault the ship, and I lack sufficient room to house them all here.”

She grinned. “I think you will like what comes next, however. Since the expedition leader has been captured, your voice is not necessary to convince the captain that everything is going well. You are ready to be podded.”

She ran her hands down her own hips, highlighting her swollen belly. “This body is ready, too. Do you want to take the next step?”

Rosanna nodded, happy to be transformed by Mistress, ready to be turned into her perfect slave. Regina lifted a finger, turning to walk down the tunnel in the far side of the chamber. “Follow me,” she said.

The tunnel had been dug out wide enough to fit a decent sized truck. The ground was smooth under Rosanna’s feet, a transparent red coating covering the natural rock. The passage was dotted with a series of human sizes holes, leading to what appeared to be small alcoves. A dim blue glow came from each chamber, many of them filled with large, oblong eggs.

“Podding doesn’t take up too much room,” explained Mistress. “But to prevent new pods from being in the way, I like to take them here until they have finished their transformation.”

She turned left at the next tunnel, ducking to dodge the low ceiling. Inside was a circular alcove about as large as a medium sized closet. This one was occupied, a large, rust colored egg propped against the rear. The egg was as tall as Rosanna, the top almost scraping the ceiling. She wondered what kind of animal could produce something this size.

On the egg’s surface near the top third, there was an imprint of one of the octopus creatures, as if it had been cast into the exterior. She touched its eye, feeling nothing more than a dry grit. It was almost as though an artist had added the octopus onto the shell with modeling clay.

“She’s almost finished,” murmured Regina. “She is ready to come out.”

The leathery outer coating flexed, something probing outwards from the interior. Small cracks formed around head level, something wet picking at them until they turned into holes. Octopus arms jammed through the holes, wriggling as they muscled their way out. The egg shifted, another area flexing around its middle.

The exterior cracked, an arm jamming through the surface. “She would make it out eventually on her own, but we need this chamber,” remarked Regina. “With all the new arrivals, our conversion chambers will be filled to capacity.”

She jammed a hand into one of the cracks near a tentacle arm, pulling off a piece of the shell. A crack propagated all the way down the side, curling underneath the oval bottom.

Following her lead, Rosanna grabbed a piece of the shell as well, the jagged edge digging into the skin of her palm. It felt warm to the touch, crackling as a large piece came off in her hands. It was a bit like shelling a gigantic hard boiled egg.

The progress went faster, a gap widening as the podded humanoid inside was able to assist. She caught a glimpse of its remodeled body, reddish skin wet from the juices of transformation.

The egg rocked again, the shell bursting apart at the seams. The occupant stood up, unfolding from the fragments of her birth. She was large, slightly taller than Rosanna, her reddish skin leathery. The humanoid’s breasts were as large as her head, with well defined nipples. This would have looked quite strange on a normal sized human, but her body was large enough to make them appear proportional on her frame.

Her belly was filled with eggs, but only appeared slightly enlarged. Her internal egg carrying capacity must have been increased, adapting her to make her more efficient for breeding.

Her head had been melded with an octopus, a single large eye staring out at her helpers with curiosity. A circular wrinkle of skin opened where her mouth used to be. The mouth area moved, making sounds that were alien to Rosanna’s ears.

“You won’t be able to understand her,” said Regina. “Her voice box and brain have been remodeled, she doesn’t speak our language. Only other podded people can understand. Only other podded people need to understand.”

Regina stroked the newly podded humanoid’s hip. “Hello, Brenda, you’re looking beautiful. I’m glad to see the transformation has gone so well for you. If you could please wait outside, Rosanna would like to take your place.”

A shock ran through her chest. This is what had happened to Brenda? She looked over the alien with critical eyes. It looked nothing looked like Brenda. Her body had been completely remodeled, from head to toe.

Brenda dipped her head, making a strange noise with her rounded mouth before shuffling out of the alcove. Mistress shifted her attention to Rosanna. “It’s your turn to undergo conversion. You will be podded, like Brenda. It is necessary to increase your breeding capacity so that I may spread to the stars. Don’t worry, this will only be uncomfortable for a moment.”

Rosanna’s body jerked, an uncomfortable pressure squeezing down on the exterior of her skull. The octopus atop her head was pulsating, its body expanding to fit over the top of her head. Something squirted inside her brain. Her vision blurred, the world filling with visual snow.

Her lips moved, voiceless, a great joy filling her center. A dark membrane slipped over her eyes, the creature swallowing her head whole. The bottom of its mouth cling around her neck as it stretched on its journey downwards.

Was this what it felt like to be swallowed whole? Unable to breathe, her vision faded to black as the creature squeezed over her shoulders.

* * *

At first she was aware that she hadn’t been thinking about anything for quite some time. It was strange to her, as her inner monologue was usually incessant, never leaving her alone. Now that it was back, she wasn’t sure what she should be thinking about. It was as if her brain had been turned off and back on again like a light switch.

A core truth was in her mind, that hadn’t been there before. She was podded. What that meant, precisely, she couldn’t explain. The situation before she had been eaten by her octopus had been quite odd, a fact that had escaped her at the time. It was not normal for someone to be controlled by a tentacle stuck in their brain that told them what to do.

Not normal, but wonderful. She had always been aware of its presence, but now it was missing. Something had changed, and she wasn’t yet sure how to feel about that.

She still belonged to the Mistress, yes, but she wasn’t being piloted by an external force. She had been integrated, one with her Mistress. A cool presence sat in the back of her mind, the entity coloring her every thought with devotion. It was almost as though she was a lake being fed by an underground stream. She was an outlet for her Mistress’ will. She was her Tentacle.

The urge to do something for her Mistress was foremost in her mind. However, it didn’t seem like there was anything for her to do at the moment. Her eyes felt open, but all she perceived was a warm glow. She was crouched in a ball, tight pressure holding her arms and legs tightly against her body. She was unable to move them even an inch.

Her pulse throbbed through the comfortable red warmth of her bondage, a triple echo vibrating with every pulsation. She didn’t recall her heartbeat ever sounding like that before, but she dismissed it as unimportant. She just needed to leave. To get out.

This urgency turned into action. She tried to pull her arms apart, with little success. Concentrating on her end goal, she commanded her body to move with all her strength.

There came movement around her head, a faint tapping sound tickling her senses. Her command had been heard, but not by her usual limbs. A sharp poke hit the front of the egg she was trapped in, cracking a hole at eye level.

Light flooded her senses, dazzling her for a short moment. There were so many colors! She marveled at the kaleidoscope, burbling as greens and blues burst into her mind. Light sparkled throughout the chamber, bright blue stars speckling the walls.

Reddish tentacles infiltrated her vision from either side, widening the crack they had started earlier. She stopped struggling, watching her arms in delight as they followed her commands.

Whipping through the hole, suckers on her arms slapped against the front of the shell. They tugged outward, providing negative pressure. She turned, shoving her shoulder against the crack. The egg split open from top to bottom, her body rolling out to splay on the ground.

She stared at the ceiling, breathing heavily. She hadn’t expected that result. Just how strong was she? She whuffed, happy to be free of the confines of the egg.

An egg fragment was jabbing her in the back. She shuffled, sitting up to take stock of the situation. Her eye widened, brain confused at what she saw. Her thighs were enormous! Her chest was enormous! Her breasts were enormous, too!

It was as though her body had been run through an enlargement ray, inflating her to two or three times her former size. She thumbed a nipple, a burst of air escaping her mouth hole as a flash of pleasure thrilled up her neck. Nothing wrong with those!

She rubbed a hand over a thigh, marveling at her reddish skin. It felt scaly, like that of a reptile. It wasn’t an angry red, like a burn, but leathery and cool to the touch, with a thin layer of wet lubrication over its surface, making her look shiny. She pressed the tip of a finger into her swollen stomach, surprised to see how much her new skin could stretch.

At least the transformation had not hurt any of her eggs. She circled her palms on her belly, enjoying the sensation of being filled. She was not as bloated as before, leading her to believe that her storage capacity had increased.

She turned her hands back and forth, noting that her hands were webbed. A side effect of being made Wet, she was certain. Her fingernails had faded away, replaced by short talons. She wondered what it would be like to grip a fork or talk on a communicator with these new hands. Perhaps it wouldn’t matter, as she had new arms to use if her old ones weren’t suitable.

Her octopus arms flexed, wriggling around her head in the air as if she was a snake queen. She reached up and tugged on one of the arms, surprised to feel the force through the sides of her head. She wasn’t just commanding the arms to move, they were actually hers!

What else had been done to her body? She became suspicious, as the strange stars of light in the alcove had not dissipated during her self exploration. She reached her hands up to her face, a little concerned at the rounded distortion at the edge of her vision. Blinking, she moved her hands left and right, following them with her eye. It was as almost as though she was peering through a fish eye lens.

She brought her hands in close and back, blinking slowly. As she had suspected, it was impossible for her to go cross eyed, as she had only one, large eye! She brushed her taloned fingertips along the sides of her face, confirming that her former features had been replaced with that of an octopus. She had melded with her former hat, becoming an entirely new being.

She moved her head back and forth, watching the ground shift beneath her hands. That felt super trippy. It would take some time to get used to her new monocular vision.

She whuffed again, closing her mouth. Again, that was different. Her throat felt as though it was plugged with alien material. Reaching for her mouth, she discovered that her teeth and lips had vanished. Instead, there was a smooth, circular opening. She pushed a few fingers inside, feeling around the fleshy tube that had taken over her throat.

The octopus that had become her face had repurposed her mouth. She wasn’t sure what the hole would be used for, if it wasn’t for food. She felt around the top of her head, finding a funnel like opening. Yes, like the other podded people, she also possessed a vertical feeding tube.

A creature didn’t need two mouths to survive. Was her old mouth now for reproduction purposes? She whuffed, eager to find out. She wanted to know everything about her new existence to better serve her Mistress.

Experimenting, she found that the noises she could make with her new mouth hole were rather limited. Now she knew why the quadrupeds were mainly limited to making excited whuffing noises. The Drogons were not as intelligent as she was, however.

She flexed her mouth hole, experimenting with different sounds. She could manage whistling chirps, but not much else. Either her voice box had been removed during her transformation or it had been covered with a new layer of fleshy material. The strange part was that she didn’t feel the need to take air in through her mouth hole.

Feeling around her neck, she found out why. Two layers of gills graced either side, close to her shoulders. They flapped open and shut automatically, drawing air into her lungs via a different route than her esophagus. That would take a lot of getting used to.

She stood, making the whuffing noise from her mouth hole. It was a satisfying sound. A happy sound. It was no wonder the quadrupeds made the sound during impregnation. She hoped she would be able to hear them making it again soon.

Standing, she relaxed, taking an experimental step forward. Her new vision was still distracting, but she was certain she would get used to it, in time. The odd balance forced her to take slow steps forward, feeling every inch of the eggs that shifted in her body. That felt so good.

She put a hand over her pussy, wondering if that had been changed during her transformation as well. No, it seemed just as sensitive as ever. She dipped a finger inside, swirling a fingertip around her clit. She whuffed, pleased at the intense sensation that lit her core. Yes, this was very arousing. It would be easy for her to get off.

This wasn’t the time, however. Her re-birthing complete, she wished to know how she could be of service to her Mistress. She dragged herself out of the alcove, determined to know what was going on.

She could wait passively for her Mistress’ next commands, but that didn’t sit well with her. In her previous life, she had been obsessive with getting her work done, and that trait hadn’t changed with her transformation. There was also a deep seated need to know what was going on. Had Roger figured out what had happened to the landing party and left them on the planet to call in the military, or was the salvage ship still sitting in low orbit, easy pickings for her Mistress?

Shuffling forward, she tilted her head left and right, looking in the alcoves. Most of them were empty, which surprised her. From what Mistress had said earlier, she thought more of them would have been full, gestating more podded slaves.

She juiced thinking of all the new servants her Mistress would have once the ship was Hers. More enslavers grew in her belly, waiting for their day to implant themselves on human heads.

Her hips shimmied, the delightful weight of the eggs shuffling with each step. Her large feet swiveled to touch the ground without a noise. She marveled at how mobile the muscles in her ankle seemed to be, flexing as she rotated forward for another step. The bottom of her foot was hard, exoskeleton built up to allow her to walk confidently without worrying about injury.

Her long legs ate the distance, bringing her to the cafeteria much sooner than she had expected. The chamber was empty, but for a solitary figure sitting at the end of one table. It was Sally, hands folded, staring straight ahead. The octopus on her head gave Rosanna a faint wave.

Sally looked up, her face animated. “Ah, there’s my favorite slave. Are you enjoying being podded?”

Rosanna tried and failed to make an intelligible noise. Her mouth hole deformed with frustration.

“Don’t worry, slave, the other podded Tentacles will be able to understand you just fine. Humans won’t, though. If I wasn’t borrowing this human’s body, she wouldn’t understand you at all.”

She sighed. “Which is necessary for the next stage of the plan. Are you ready to take over a ship?”

Rosanna nodded, eager to put her eggs to good use. She needed to fulfill her purpose.

She looked around, her mouth moving as she tried to communicate her confusion. Where had all the other podded humanoids gone? She had seen Abbott being taken earlier, but what about the ship’s pilot? They would need him to leave the planet.

Sally walked up next to her. “Don’t worry, everything is going to plan. The pilot is under our control and is readying for lift off.”

She reached a hand out and caressed the bottom of one of Rosanna’s breasts, the large fleshy sphere sitting at Sally’s head level. “As much as I’d like to stay here and play with you, the rest of the boarding party is almost ready to go. You took a bit longer to get right, as I experimented with making you much larger than the standard pod slave. Yes, even larger than Brenda, and she’s already at the upper end of the standard size distribution.”

Rosanna squeezed her mouth hole shut as a spike of pleasure ran up from her chest. “You’re a new breeder strain, fifty percent larger than usual. You’ll be able to carry so many eggs for me. Doesn’t that sound delightful?”

She began kneading her breast, sending Rosanna into a spiral of pleasure. She had never been this sensitive before, and she quite enjoyed the attention. She whuffed, badly desiring to reciprocate, but resisting the impulse.

Sally stopped her physical manipulation, leaving Rosanna hot and flustered. “I could top you off with more young, but the eggs inside you are almost ready to come out. Let’s wait until after the first birthing, shall we?”

She traced a finger over Rosanna’s stomach. “You’ve been remodeled to be the perfect host. Your digestive tract has been removed, as it is no longer necessary. Your stomach has been converted into a spawning center, the perfect environment to manufacture more of my young.”

Rosanna put her hands over her belly. She didn’t feel any different than before, but it would be hard for her to tell with all the eggs already stacked inside her.

“As they grow, your urge to find a new body to implant will grow as well. Don’t resist your urges. Breeding serves me. I need many children, healthy and strong, if my plan is to come to fruition.”

She smacked Rosanna on the butt. “Let’s go, the rest of them are waiting for us.

* * *

The trip to the shuttle was uneventful, as it had been moved closer to the cave. Rosanna walked up the ramp, accompanied by Sally and a couple quadrupeds, who were whuffing happily as they trotted. They were probably thinking about sticking their ovipositors in helpless crew members, eggs spurting from their tips until their victims were filled to capacity. She clenched her thighs, putting herself in the place of a Drogon. The idea of impregnating other humans was appealing, and she began whuffing herself in anticipation.

The interior of the shuttle was filled to the brim with podded humans, strapped into crash harnesses on the walls. The female Tentacles had all been podded, filled with eggs by the Drogons before being packed for transport. One Tentacle at the end of the row was still receiving her cargo, whuffing just as hard as her Drogon as they coupled, her hips jerking as she was filled with its eggs.

Crates were stacked in the center of the floor, a few feet high. They were secured by straps, preventing them from shifting on takeoff.

To her surprise, a few podded males accompanied them. That wasn’t as crazy as it seemed at first blush. Not only could they prove useful at overpowering the guards, but they would also be necessary to fertilize the female Tentacle’s eggs once the Drogons ran dry. She admired the thick length of one of the humanoid’s penises, thinking about wrapping her mouth hole around its girth.

Now was not the time, however, she needed to get ready for lift off. She took an empty spot at the end of the row and strapped in. Sally walked up to the front of the ship, standing next to the pilot’s seat.

“You ladies ready for takeoff?” declared the pilot, an octopus jammed on his head at a jaunty angle. The Tentacles whuffed, signifying their agreement.

“Alright then, this shit box is coming off the ground as soon as I get clearance.” He looked at Sally. “Your turn, darling, I need that confirmation if we don’t want our asses turned into a grass stain on this ball of dirt.”

Sally chortled, fingering her comm. “Shuttle crew to the bridge. This is Sally, calling captain Rogers, over.”

The frequency crackled with white noise. Sally raised the comm back to her lips to repeat her call, but a voice came through the speaker. “Roger here, has the package been planted?”

“Yes, Captain, the mission is complete and we’re ready for lift, Sally out.”

“Excellent, I expect you back up here shortly. Roger out.”

Sally took the copilot’s seat, strapping herself down. The thrusters lit, shoving them all back in their chairs. The Tentacle in the last seat had finished being filled by her Drogon, and was cradling it in her arms as the acceleration crushed them into their seats. The animal moaned, looking frail and thin without the eggs filling its belly.

Rosanna’s lips curved upwards, thinking about their mission. She didn’t worry about whether they had enough eggs to take over the ship. Not everyone needed to be turned into a Tentacle right away. Only key areas needed to be taken, with the rest locked out. Given enough time, she was certain they could breed enough offspring for everyone.

When they began their attack, the captain was sure to put the entire ship on security lock down, which would prevent the crew from escaping. They would be trapped, ripe for being taken. She hoped there would be the opportunity for her to personally convert a few of them herself.

* * *

The shuttle maneuvers seemed to last forever, but in reality, it took only a few quick orbits to match the mother ship’s heading and speed. The salvage ship RLG Agrippa was large in the front window, and they were closing quickly.

It wasn’t a pretty ship, as it didn’t need to be in the vacuum of space. It looked like someone had welded three large boxes together and called it a day. There was no useful weaponry to speak of, but what it did have were enhanced traction beams for ship salvage. These operated on the same principle as those used by shipyard tugs to position cargo freighters, but were much more powerful.

If you weren’t careful using them, you could easily tear apart the ship you were putting under tow. This could theoretically be used as a weapon, but the distance between ships in space was usually far too large for it to be practical. Traction beams were purely short range equipment.

The shuttle adjusted its y-axis, aiming for the shuttle bay near the aft of the ship. Rosanna assumed that the pilot must have requested that docking bay for a reason, but she didn’t know what he was thinking.

She could think up some good reasons herself. Their primary goal needed to be engineering to prevent the ship’s crew from doing anything bravely heroic. The bridge was their eventual goal, of course, but with nobody nearby who could hear a hail from the ship’s comm array, there was very little the captain could do beyond locking down the ship. They would be trapped like rats, forced to wait as their crew members were converted, one by one. She shivered with anticipation.

“Get ready for a jolt,” declared the pilot. “Retro burn in three two, one… !”

They jerked in their harnesses as the rockets killed their momentum. A gigantic hatch began to open in the side of the ship, beams sparkling from the periphery. The ship jolted again as the they were caught in the landing field, pulled onto the correct trajectory. From here, the pilot had no additional duties, the autoland feature taking direct control.

Sally unstrapped herself from the jumpseat, looking around proudly at her children. She walked up to the crates piled on the floor, removing a strap. The lid came off easily, exposing a bin full of cut flower heads, the size of dinner plates.

“The pollen from one of these is sufficient to down a grown man,” she declared. “Take as many as you need to help you subdue the crew.”

She raised a finger, counting out Tentacles on the left side of the shuttle. “Brenda, take these four with you and a box of flowers. Your goal is to find the environmental systems on this ship and spread the gas through the ventilation system to soften up any opposition.”

Rosanna’s eye snapped over to look at the Tentacles Mistress was taking to. They all looked the same to her, no physical identifying attributes remained. It was impossible to tell which of them used to be Brenda, though if she had to guess, the largest one at the end was probably her former crew member.

Mistress continued to count off more podded people, their octopus eyes turning to follow her voice. “Regina, use these four and assault engineering. We need to take away their ability to scuttle the ship. It’s hard to know what they’ll do once they find out their situation is hopeless, and I want you to ensure that their only option is to be podded.

The humanoid on the left nodded her agreement. Rosanna studied this one as well, and decided that Regina looked about as large as Brenda. If they were standing next to each other, it would be impossible to differentiate between the two of them. The podding process had removed any unique identifying characteristics, making them identical Tentacles. If she was sitting next to them they would all look the same, though her altered body was much larger than theirs by another level of magnitude. All of them harnessed in service to Her will.

Mistress looked at Rosanna. “Your goal is the bridge. Take whoever you like for the assault.”

Startled by the sudden attention, she raised a hand in acknowledgment and blinked, nodding her head. She immediately started plotting how she was going to make it there without being stopped by any of the security measures the captain could come up with.

“The rest of you, spread as far and as wide as possible, capturing all that you find. We will convert them wherever they may be found.”

The rest of the podded humanoids hummed, ready to obey her will.

She looked over the invasion force, pleased. “Before we open those doors, we need a lot of octopuses for implantation. For those of you who were bred before being podded, it’s time for you to give birth.”

At these words, Rosanna found her belly crawling with unease, bulging. Something was stirring inside her, and that something wanted out. She spread her legs, liquid leaking from her vagina to splatter against the floor.

She groaned, a heavy thrust spearing her innards. It was large, slippery, and filled her insides to the brim. She could do nothing but whuff, breathing heavily from the gills at her neck.

The other mothers were having just as difficult a time as she was. It was good to know she wasn’t alone. A contraction of pain split her body. She winced, straining at the thickness that filled her vagina.

Liquid continued to rush out. She felt a burst of coolness, a slimy protrusion slipping between her legs. Looking down, she spotted a tiny arm wiggling out of her nether lips. It almost looked… cute.

Waving in the cool air of the shuttle, the end of it pushed out farther during the next contraction. The rest of the podded humanoids were in a similar shape, wiggling their hips as octopus arms squirmed out of their vulvae.

She tensed her muscles again, pushing with all her might. A tight blob slid down her inner passage, getting stuck right at the end. The small octopus arms wrapped around her butt and thighs, tugging gently to try and help her. Yes, her child wanted out just as much as Rosanna wanted her to be out.

She gathered herself again, feeling invigorated instead of tired. The birthing process was painful, yes, but she was excited to see the new life coming from her loins.

She pushed again, hard. The blob was expelled from her passage, the head of the octopus coming out with an audible pop. Free from its confining prison, the miniature beast maneuvered around her legs with its tentacles, climbing up her side. Its bulbous body was stained red, translucent.

She had little time to spare for her offspring, as a fresh wave of contractions was beginning. Now that she knew what to expect, the second time around was somewhat easier, the lubrication from the first birth helping the second.

It still wasn’t a cakewalk by any means. The second seemed larger than the first, her pubic area swelling with its large, oblong shape. “Come on, little one,” she murmured. “Mother needs you out so you can meet your siblings.”

Taking advantage of her distraction, her first baby had crawled up her side, its sucker arms attached to her back and under her left breast. After the next contraction, it slipped into place over her left breast, positioning its mouth on her nipple. Her breasts had been swollen recently, and now she knew why. Milk spurted from her nipple, suctioned up by her baby before a single drop could spill.

She moaned as her next baby squeezed its way out, marveling at how her first child suckled gently at her breast. As the creature worked her nipple, it slowly became more solid looking, as if the feeding was anchoring it to her reality.

Her second baby popped out, this one not having enough time to anchor itself to her thighs. Its legs grasped desperately at her legs, but its efforts were in vain. It dropped to the ground upside down, its legs wiggling pathetically in the air.

She got a good view of its underbody, marveling at the black hole of its mouth. It looked like a black eye sitting in a sea of pink flesh, the faint shape of its beak closing below the surface giving her the shivers.

It was a ridiculous reaction to have, given that her body had been melded with one of them, but her deep seated aversions couldn’t be that easily banished. She concentrated on the mission. This was a necessary step towards taking over the ship and achieving her purpose.

She lifted the octopus from the floor, setting it over her right breast. It immediately wrapped itself around her pendulous orb, squeezing itself onto her nipple, nipping at her gently with its beak. She knew it was capable of drilling into a victim’s head with that beak, so she appreciated its restraint.

It was time for yet another to emerge. She squeezed again, a familiar weight dropping into her birth canal. How many had the Drogon put into her? She was annoyed that she hadn’t kept track earlier. This might go on for quite a while.

She was pleased to find that her body was accommodating her spawn without too much protest. The other girls in the shuttle weren’t nearly as lucky. They moaned, squirmed, and groaned as their octopuses birthed. The ones on the petite side were having far more problems than she was.

She praised her Mistress for giving her a large body with which to more easily birth her children. It might not be much, but when the third baby slipped out without too much fuss, she gained confidence in the process. She had been made for this, to carry her Mistress’ young, to send them out them out into the world to catch and convert others.

She squeezed her mouth hole together, reflexively trying to lick her lips with a tongue that no longer existed. Pressing her hands around the octopus suckling at her left breast, she tugged at it gently. She worked her mouth, making whistling noises. Somehow it understood her intentions, giving her a cute squeak as it detached.

Rosanna felt warmth for this small creature. It was doing its best to become big and strong so that it could implant itself on a human head. This was the first of many. She sat it down on her left shoulder, helping up her third child, which had just been expelled from her vagina.

She settled into a rhythm, working with the contractions to push out her next spawn while coaxing the octopus off her other breast. This one she settled on her right shoulder. Her body didn’t seem to be running out of milk, but her womb wasn’t running out of octopuses, either, the contractions continuing.

Her body had been adapted for this purpose. She was a breeding mother. She pushed the next one out without much fuss, smiling at the spawn suckling on her breasts. She was proud of her fecundity.

She worked her muscles, going with the flow. Another came out, and another. Too many to feed all at once. They had to wait their turn. Octopuses were crawling up and down her arms, attaching themselves to her hips and legs. Her body was a host for a cavalcade of the little creatures.

All good things must come to an end eventually, and soon she was pushing out the last tiny octopus. Like the other new mothers, her body was wrapped up by her offspring, ready to find new hosts. She smiled a ferocious grin.

“Ah, mistress?” asked the pilot. “We have to open the doors now, or they’re going to get suspicious. I can only hold them off for so long.”

Mistress laid a hand on his shoulder. “You’ve been a great help, we’ll take it from here.”

He looked confused, eyes flashing cerulean. The octopus atop his head pulsed, sliding down over his forehead.

Sally pressed a button on the console, the hatch opening up to reveal a ramp down into the landing bay. She turned to look at her progeny with a bright smile. “Go, my children, fulfill your destiny. Spread, breed, and make this ship Mine.”

Whuffing issued from their throats in unison as they took off their crash restraints. It was time to accomplish their purpose. They spilled out and down the ramp, their octopuses riding on top of their bodies as if they were pack animals.

End Octopodded Chapter 2