The Erotic Mind-Control Story Archive

Octopodded Chapter 3

The dockmaster’s crew had no time to understand what was happening before they were overrun. Trotting down the ramp, octopus spawn sprung from podded humanoids, leaping onto unaware human bodies.

One of dock workers tried to smash an attacking octopus with his clipboard, but missed, getting tangled up in its arms. A second octopus soon found his head, crunching its way into his brain.

The more aware workers fled towards the doors while the podded humanoids chased them. There were two hatches on either side at the rear of the shuttle bay, with a reinforced bunker built between. The workers split up as they neared the bunker, trying to reach the closest exit.

A lurid red light lit around the periphery of the hatches, reinforced blast doors dropping. The workers panicked, pounding futilely against the reinforced metal. Some of them turned around, screaming as octopuses leaped onto their bodies. Others sobbed, accepting the inevitable as octopus arms wound their way around their heads.

In a matter of moments, they were all under Mistress’ control. Rosanna was pleased at their efficiency. She looked at the bunker and frowned. What she wasn’t pleased at was the man sitting at the control console, speaking rapidly into his comm unit.

The dock master must have been on duty in the control room, and had reacted quickly. The doors to the bunker were locked as well. She looked up, focusing on a metal hatch built into the wall.

Whuffing, she gestured to another humanoid, who came to assist her. The second humanoid leaned over to crouch on the ground, on all fours. Rosanna stepped onto her body, flexing her taloned toes to get a good grip.

Her octopus arms attacked the grate, squeezing through the gaps and attaching with their suckers. With one big jerk, it came off in her hands. She tossed it to the side, looking at the dark interior. She wasn’t sure where this led, but it was probably connected to the bunker in some fashion. There were likely baffles that closed if the shuttle bay was vented, but if she could get her spawn far enough inside before that happened, it wouldn’t matter.

She reached up for the two octopuses which sat on her shoulders, her first two children. Tugging gently, they came off, wrapping their arms around the palms of her hands. She placed them in the vent, spreading her fingers. Whistling at them, they chirped back at her, unfolding their arms and scurrying into the vent. She wished them well, and hoped that they would find useful prey.

Hopping off her makeshift step ladder, she looked out over the bay to see other humanoids unloading the shuttle. They had borrowed some of the repulsor lifts sitting around the bay, maneuvering around the maintenance pits to carry out the crates, stacking them in a neat rectangle on the floor.

Another set of Tentacles walked up to the ventilation shaft and sent their cargo into the vent, octopus arms fighting each other as they scrambled inside. This left the two humanoids nude, naked. Without their spawn, they could assist to hold down potential prey, but could not enslave them. Rosanna shivered at the thought of being without her octopus helpers in this hostile environment.

Motion caught her eye. She peered through the reinforced glass of the control room, trying to figure out why the dock master had abandoned his desk. Standing up, he was looking towards the rear of the room. She couldn’t hear anything from inside the bunker, but she could see his lips stretch in a scream right before reddish arms wrapped themselves around his head.

Her eye bright, she watched as one of her spawn wrapped him up like a present, claiming his head for its own. The bulbous top of the octopus flipped into the proper position, its eye winking at her. The dock master dropped as if his strings had been cut. Rosanna grinned. If he had been smart, he would have dropped the forcefield holding the oxygen inside the shuttle bay. The vacuum of space would have made quick work of the invasion party before they could secure a foothold.

It was probably the misguided thought that he could save his crew mates. Feeling safe inside his bunker, he could wait for further commands without taking action himself. He was paralyzed due to a perceived lack of authority. Bad for him, but good for Mistress.

Sally walked down the ramp of the shuttle, a repulsor lift following behind her with a larger crate than the ones that held the flowers.

Rosanna stood waiting for orders with the other Tentacles, who were scattered over the shuttle bay. Some of them were still trying to find a way out of the main hatches, while others were investigating more vents. More octopus spawn were sent into the vents, in the hopes that they would be able to infiltrate the ship further. She was glad her small friends were so mobile. She certainly wouldn’t be able to fit into one of the vents herself!

The doors to the bunker shifted, cycling open. The dock master must now be under Her control. Would he also unlock the doors to the shuttle bay? No, they were still shut, locked and secured. They weren’t getting out that way.

Loudspeakers crackled to life. “This is the captain speaking,” declared Roger. “Intruders in shuttle bay 2C, we have you surrounded. Give up now or we will be forced to space you. You have five minutes.”

Sally stepped forward confidently. “We’ll just see about that,” she murmured.

She lifted a finger at Rosanna, who followed her into the bunker along with the repulsorlift, which carried the crate behind them like a puppy. She glanced over the rectangular box, curious. She was suspicious that whatever was in the crate, it wasn’t more flowers.

The interior of the bunker was small, filled with equipment for operation of the bay. One end had a tracking radar with an arrival board and traction beam controls. The other had a top down camera view of the bay for positioning shuttles on landing pads. The rear of the room was filled with racks of computing equipment, a door leading back farther into a small bathroom.

The dock master was sitting at his chair, a small amount of drool leaking from his mouth. He moved to the side as Sally approached, giving her access to the communication console. She pressed the red button for direct bridge access. “This is Sally, on shuttle deck 2C, calling the captain.”

Rosanna looked at her, baffled. That was tantamount to declaring that Sally was with the invaders. There would be no cloak and dagger here, she was putting it right out in the open. What was her plan?

The comm crackled, the voice of Roger intense. “I don’t know who you are,” declared the captain, “but you are not my security chief.”

Sally laughed, amused. “Of course I’m Sally. But I’m also more.” Her tone modulated, Sally’s voice overlaid with the voice patterns of something more ancient and cold. “I have been here for a millennia, biding in peace, until the Dry came. They deemed my planet unsuitable for human life, then with audacity, decided to change it. They never checked the oceans to see if they were already occupied.”

Sally leaned over the console, her voice sinking ever deeper. Her face turned blue, as dark as the deepest depths of the ocean. Rosanna shivered, feeling an ancient presence filling the room.

“No, they added foreign sea life that I had never seen before. At first, I accommodated their presence, but my attempts to reason with the sea creatures known as sharks all failed. My children were eaten. I could not contain my rage. I was forced to wipe them out and turn my attentions to land. I found that my world had been infested with bipeds who delighted in killing my spawn for sport.”

Sally sighed. “Too many of my children have been wiped out by the Dry. I will not allow it to continue.”

“Now listen here,” replied the captain. “I have no idea what went before, and that isn’t my responsibility. Now that you’re here, perhaps we can negotiate a truce and start a peace conference.”

“No, Captain, you listen here.” She turned to the crate on the repulsor and lifted the lid open, revealing a miniature fusion bomb. “You sent your landing party not in peace, but as an act of war. If this bomb had been planted as you had intended, I would have been destroyed along with a large chunk of my planet. There can be no peace.”

She paused. “If you vent this shuttle bay, I will detonate this bomb. Me, you, and everyone in this ship will be obliterated in the heat of a miniature star. If you don’t want that to happen, you’ll have to find another way to stop us. Sally, out.”

The heavy influence of Mistress left her face, and Sally turned to look at Rosanna. “That won’t hold him for long,” she stated in her normal voice. “We need to hurry before he comes up with another viable option, or he decides that self destruction is preferable to being captured.”

She sighed. “He’s sure to have enforced the lockdown. He’s probably targeting this shuttle bay as well as any surrounding compartments, giving him time to ready an assault force to retake the bay.”

Rosanna nodded. She was itching all over, desperate to get out of the shuttle bay. Her mouth hole worked, chirping as she communicated with her Mistress.

“The maintenance tunnels? Yes, that’s an excellent idea.” She walked over to the bomb. “We’ll leave a surprise behind for anyone who attacks the shuttle bay. We don’t want to leave them any toys to play with, however.”

She twisted the key on the bomb and pocketed it. “There, at least we won’t make it easy for them to blow us all up.”

She turned to Rosanna. “Let’s go get some exercise.”

* * *

“Doctor, I’m really not certain this is a good idea.” His nurse assistant carried a tray of hypodermic needles over to the doctor’s lab table, where he was adjusting his microscope.

Brent made an exasperated noise. “Of course it isn’t, Hope, but I’m under orders.”

He grunted, looking into the microscope. “Octopuses are very interesting creatures,” he continued as an aside.

“Beyond their amazing regeneration properties, did you know that they evolved a camera type eye, very similar to that of a human? It’s remarkable that both our species ended up with almost the same type of sensing organ.”

Grabbing a syringe, he injected the organic matter isolated on his plate. “And now, we need to find a way to kill them.”

He watched the internal structure of the octopus arm dissolve with satisfaction.

He turned to his assistant. “Contact poison, deadly to cephalopods. I knew we had something on record that would work. If the captain could give us more time, I could make an aerosolized version.”

A clunking noise rattled above them, in the drop ceiling. Hope looked around, her eyes landing on the ventilation grate. The metal bulged out at the bottom. “What in the hell?”

“Stand back,” ordered the doctor.

He picked up the autoinjector from the table beside him and started filling it with a small glass bottle of the poison. “Just a moment, he murmured. I can’t rush this.”

Hope screamed as the vent grate popped off onto the floor with a crash, a reddish octopus leaping out to land on her face. She sputtered, gurgling as her mouth was filled with a probing tentacle.

Brent wrestled with the injector, flipping the filling receptacle shut. “There, it’s ready!” he declared.

His assistant groaned, trying to remove the octopus arms which had wrapped around her neck. The doctor ran up to her and jabbed the injector into its fleshy body, next to its eye.

The eye rolled, a black stain floating up through its sclera. Brent didn’t let up, ensuring that the creature got a full dosage of the poison. Blackness pumped throughout its body, its triple hearts helping to speed it to its doom.

Its limbs relaxed, rubbery arms going limp. The eye shuttered, its body looking pale. Hope pulled hard, removing the bulk of the creature from her face. She flung it across the room, its body smashing against a desk. It turned black as it continued to deteriorate, limbs resting limply on the table.

The doctor blinked, looking at his buxom assistant trapped between his legs, suddenly shy. “Well, I didn’t expect... I guess that worked,” he stammered, a blush suffusing his neck.

Hope rested for a moment, but her eyes widened. “Doctor, look out!” she exclaimed, just in time for a second octopus to land on his head.

This one wasn’t messing around, strangling him before he had a chance to react. He raised his arms to his neck, reflexively trying to pry the arms away without success. In his fear, he had stupidly dropped the injector onto the floor. “Get it!” he hacked, impotently trying to reach for the device.

Hope tried to be helpful, but her attempts to pick up the device interfered with the doctor’s. Their hands tangled with each other, clumsily knocking the injector away, causing it to slide into a corner.

Brent’s vision went red, a loud crunching noise coming from his skull. The last thing he saw as a free human was a third octopus crawling along the table behind Hope.

* * *

“I just got orders through my slate!” exclaimed Hank.

All other means of communication were being jammed, in a bid to stop the alien invaders from communicating with each other. Hank thought that was a stupid plan, as he didn’t think aliens would know how to use human communicators. The aliens were probably as dumb as a piece of putty, too, but nobody had asked his opinion.

Paul rolled his eyes. “Spare me the questionnaire, what are they?”

Paul was seated on the opposite end of their shared desk, a console splitting the distance between them. Their compartment housed the master controls for the air conditioning, pressurization, and water systems. Plumbing took up most of the usable area, leaving them a small section for their work area, as if it was an afterthought.

Hank peered at his tablet, squinting. He could barely make out the words, cracks in the display from the last time he had dropped it on the floor. He smeared a finger over the glass, trying to make the text larger, but failing due to the grease on his fingers.

He grabbed a chip with his right hand, crunching down and savoring the sharp flavor that popped in his mouth. He brought the tablet closer. “He wants us to stop all the circulation pumps on deck twelve and open the drain valves.” He looked at Paul, a stupid grin on his face.

“Why, what’s on deck twelve?”

“A shuttle bay full of aliens, dummy. Haven’t you been paying attention?”

Hank shot him a dirty look. “You don’t have to tell me about no aliens, Paul, I can smell them from a mile away.”

He stuck his nose in the air, as if he was a bloodhound. He snuffled with great, big breaths, his brow furrowed. “That’s odd, I’m smelling aliens now. Do you have a pet alien?”

Paul growled with frustration, holding out his hands for the tablet. “Just give me that, would you?”

He scanned the orders, eyes widening. “If we do this, exactly as asked, we won’t be able to use that section for a week! We don’t have the spare air to refill it from reserves, and one of the air compressors is down for maintenance! We won’t have enough air to breath ourselves!”

Hank looked at him, obstinate. “It’s an order, though. Don’t we have to follow orders?”

Paul looked farther down. “Shit, you could have mentioned the second part. Take your hand off those controls, we’re on standby until the assault team calls for us. Prepare for decompression, but don’t execute. If we do this too soon, the assault team will have a hell of a time getting through to that section. You got that through your thick skull?”

Hank nodded up and down slowly. “I understand, Paul. I’m not thick.” His lower lip trembled.

“Shit,” said Paul again, frustrated at dealing with his fat partner. “I apologize, I’m under major stress from this alien fucking invasion here.”

He ran his fingers through his hair. “You know what, sit tight, I’ll prep these orders. It’ll give me something to do before the end of the galaxy comes.”

Hank passed him the tablet and sat back down, crunching another chip between his thick lips, bulging eyes staring straight ahead. “It still smells like aliens,” he mumbled.

Paul ignored his griping, turning to punch commands into his console. Hank took the opportunity to open his desk drawer, calculating out how long the snacks he had stockpiled would last him in an emergency situation. Not long enough.

He sighed, crunching his last chip with a teary goodbye, wiping the crumbs off his deck with a thick hand. “I’m going to hit up the vending machine,” he declared, standing and waddling to the entrance. “Do you want something?”

Paul groaned, waving a hand at him. “Please don’t bother me, I don’t want to kill us all.”

Hank chuckled. That Paul was always kidding him. He slapped his hand on the door latch, unsurprised to find that it wasn’t obeying his open command. This was a pretty common occurrence in their ‘office.’ For systems that were deemed critical, their work area certainly didn’t seem to be high on the maintenance to-do list. As long as people continued breathing and drinking, nobody cared.

To be quite frank, he didn’t either. He was quite happy to hide away in his rabbit hole and eat snacks, even if Paul was a bit high strung for the job.

He reached to the side and worked the manual override, pumping the system until it was pressurized enough to jerk the door open.

He took a few steps out, the red lights that dotted the ceiling looking out of place. The ship hadn’t had emergencies all that often, just short drills. Everything appeared in order, so he proceeded down the hall, looking for the familiar blue rectangle of the vending machine.

It twinkled at him, a friendly tune informing him that the galaxy’s favorite chip was the ‘Snacker Cracker.’

He nodded along with the jingle, singing as it reached the last phrase. “It snaps, it cracks, it helps you relax! Just don’t let your partner stare, or you’ll find our crumbs in your hair!”

Digging in his pocket, he pulled out his cred chip, shoving it into the payment slot. He typed ‘A5’ on the buttons, rubbing his hands together in glee. A happy little chime sounded on the vending machine. A small box above the payment slot was scrolling text.

He leaned over to get a better look. “Congratulations!” it said. “You’re a winner!”

Something wet slapped him on the back of his head and he lost his balance. He fell forward and smashed his forehead into the machine, the polycarbonate absorbing the blow with a low thunk.

He blacked out for a moment, forgetting why he was there or who he was. A cool presence lurked in the back of his mind as he stood up.

The machine was chirping. “Winner, winner!” it declared, bag after bag of chips dropping from the dispenser. He reached inside and grabbed a handful of them, wondering if Paul would like to share one with him.

He never had in the past, but sharing was caring. More thoughts bubbled up inside his brain. He felt supercharged, a new understanding unfolding inside a mind that had been unable to think very much over the years. It was enlightening to understand all the social queues he had missed, the poor decisions he had made.

The realizations would have weighed him down, but with cool logic he realized that the past didn’t matter. What mattered was what he did with the future.

He turned and nodded at the red female humanoid standing next to him. She watched Hank with her eye as he moved his large bulk carefully to avoid pushing her aside.

He would have remarked on her presence, but his new mind accepted that she was there to help them. She would help all of them to understand better.

He trundled back to the office, determined to make it up to Paul. He had been working so hard lately, he deserved a snack. Brushing into the room, he spotted his coworker, who was busy programming the console, his head down.

He marched over to his desk, dropping a bag of chips next to him. “Hey Paul, I won a prize from the machine. Would you like some chips?”

Paul paused, looking at the offering sitting next to his stress ball. “You know I don’t eat those. Wait, why are you sharing, you never do that.” He looked up, and jumped back, startled. “Holy shit, what’s that?”

Hank didn’t move, conscious that his large bulk was often intimidating to others. He reached up and touched the octopus which had implanted itself on his head. “Oh, this? It’s friendly. I like it because it helps me to think. I’ve been a dumb, selfish man, but with my new friend I can fix that. I can solve my social deficits.”

Paul backed up further, right into one of the reddish humanoids, who wrapped her arms around his chest. Hank looked on, nonplussed. “You don’t seem very sociable, Paul. You need a friend to help you understand.”

“Fuck no, I don’t need a friend, shit, what’s that?”

His eyes rolled as an octopus climbed from the top of the humanoid’s skull and settled on his head. “Get it off me, get it off!” He yelled, shaking like a leaf.

The humanoid ignored his struggles, holding him tight while the octopus bored into his brain. Paul whimpered in pain, collapsing into the female’s arms. “Now you have a friend, too,” declared Hank, simply.

Two more humanoids brought up a crate and dropped it onto the desk. Removing the lid, the interior was stacked to the brim with large flowers. The humanoids whuffed as they presented one of them to him, squeezing a stem to expose a small cloud of yellow gas.

Hank smiled, knowing what they intended. They were here to help, but first they needed his help. He was happy give it.

* * *

The red lights of the shuttle bay hatch were coming up ahead. John held up his left hand in a fist, ordering the rest of his troops to halt. He cradled his pulse gun in his right arm, scanning his environs. Everything seemed in order. He turned to his troops.

“Our primary mission is to secure the bomb. Secondary is sterilization. Don’t worry if some of them escape, we can track them down later.”

“Aye, lieutenant,” replied sergeant Moira, saluting with a stiff left arm.

She had that foreign lilt that years in the Regulated League had been unable to dilute. He found it incredibly sexy. He knew that she was explosive in bed. It probably had something to do with her profession, but now wasn’t the time to think about such pursuits.

The rest of his troops shuffled in around around them, rifles at the ready, pointed at the door. He raised one finger in the air and pointed at the hatch release. Moira trotted up, standing to the side to give the other troopers a clear field of fire.

Pressing the hatch release button, she lifted her rifle, taking an angle to the side of the door. The door creaked open, revealing the shuttle bay, devoid of life. John swept his arm forward, leading his troops inside. He looked left and right, not seeing anything out of place.

The overhead lighting washed the large chamber in its sterile embrace. A few of the shuttles down at the far end were still buttoned up, and were not interesting to him. The closest shuttle was, however. Its ramp was in place, its hatch open. Crates were scattered on the floor of the bay haphazardly, lids propped against their sides.

John walked up to one of the crates, sticking his rifle muzzle inside. Empty. Looking around, he could see the rest were the same. If there were any aliens here, they were hiding. Operational silence was no longer a necessity.

“Spread out,” he ordered, looking at his troops. “Find that bomb!”

“Lieutenant, look!” declared one of his men, pointing at the dock master’s bunker. “There’s something inside!”

Walking up to the window, he spotted the rounded shape of a fusion bomb sitting in a crate. “That’s it!” he declared.

He pointed at Moira. “Grab your team and defuse that bomb.” She saluted.

He counted off another group of men. “Search that shuttle, make sure nothing is still on board.”

He curled his lips. “I’ll patrol the main concourse with the rest. If they’re planning a counterattack, this is where it’s going to happen.”

“Sir!” saluted his men, wandering off to investigate the rest of the bay.

John sighed, shouldering his rifle and walking around the periphery. He was getting itchy. There was nothing to shoot here.

He was a very single minded individual. If he saw an obstacle, he wanted to surmount it. Being so driven had certainly helped his sex life, but not his professional career. Sleeping with the wrong commander’s wife generally had that effect. So here he was, relegated to this backwater, fighting a battle on his own ship against aliens he couldn’t even see. What a crock of shit.

What was this? He nosed a bent ventilation grate with his rifle, noting the cracked bolt holes. Something had removed this cover with a tremendous amount of force. He looked up, a sinking feeling settling in the pit of his stomach. His eyes probed the black hole of the ventilation duct.

He tapped his comm. “Captain, this is lieutenant John. We have an issue here. Containment has been breached. An unknown number of alien life forms have entered the ventilation ducts and could be anywhere on the ship by now. I recommend issuing side arms.”

“Message received,” replied Roger. “I’ve already taken your recommendation. What about the bomb?”

“Moira is attending to it now. I’ll go check on her progress and get back to you. John, out.”

He slipped his comm into his utility belt, turning to face his other troopers. “Anything that went into the ventilation shafts is going to come out somewhere else. They could come back out here if they find an obstruction. Spread out and keep an eye on all of these vents, don’t let them take you unaware.”

“Sir!” the troops saluted, splitting off into squads of three to take over guarding the vents.

A squad of troopers marched down the ramp from the shuttle in double time, dragging a smirking woman behind them. “Sir!” they saluted him, forming into a line abreast, sandwiching their captive between their armored bodies.

The soldier on the left squeezed the woman’s arm, eliciting an amused groan. “We found this woman sitting in the pilot seat. She might know something!”

She didn’t look like she was in good shape, a purple welt forming under her right eye, which looked at John with blue intensity. John didn’t bother reprimanding his soldiers, for there was good reason for their rough treatment. A strange, octopus beast sat on Sally’s head, its body looking a little pale.

Sally grinned, though her body was looking thin. “It’s too late, it’s much too late, it’s far too late for you all.” She sang the phrases as if they were a part of a song. “The plan is in motion. She comes for you all. She comes.”

John stepped up to the singing security chief, seizing her by the throat. “What do you mean, it’s too late?”

She stopped her singing, but the smirk never left her face. “Because you’re standing here talking to me, instead of protecting the ship. I know exactly how many assault troopers are assigned to an RLG Titan-class salvage vessel, and this is all of the ones who are left.”

She spread out her hands, encompassing the bay. “I took half the complement in my original mission, and now you’ve spread yourself thin, committing all the rest of them to an all out assault on the shuttle bay. What will you do when attacks start being reported all over the rest of the ship? If you split your troops up, you’ll never be able to save them all in time.”

John grunted, knowing she was right. He filed away his thoughts on that for later. None of that would matter if they didn’t deactivate the bomb.

His communicator chirped. “Moira here,” came the exotic lilt of her creamy voice. “This is the bomb, alright, but there’s no way this could go off. You’d better come take a look.”

“Bring her,” he ordered his troops, turning his back and marching into the dock master’s bunker.

Passing through the hatch, he spotted Moira leaning over a crate jammed behind the shuttle bay console, looking at it closely. She snapped off a flashlight and looked up at the lieutenant.

“It’s the damnedest thing, lieutenant,” remarked Moira, jamming the flashlight into her belt. “The bomb’s all here, but the key and the detonator have been removed. In the state it’s in, it’s a fancy paperweight. No way for this to go critical.”

John turned to Sally, who had been frogmarched into the small room by his subordinates. “Now just what are you trying to pull?” He asked her, barely restraining his rage.

She grinned at his irritation. “I had no intention of blowing up a ship filled with prospective slaves for Mistress. This was a gambit to get you to come here, and it succeeded beyond Her wildest expectations.”

Her expression changed, looking bemused. “You know, the problem with people, is that they fail to look up.”

John stared at her with condescension. “If you think cheap tricks are going to work… shit!”

Sally leaped to the side as the reddish ceiling came down on the soldiers. In the confusion, John barely had time to register that it was a carpet of octopus creatures wrapping themselves around his body.

He reflexively sprayed the wall with his rifle, shouting for help. Moira and her team fared worse, as they had sat their rifles down while they were investigating the bomb.

Red limbs tore at his helmet, ripping the rifle from his grasp. He grabbed a knife from his belt and slashed at an octopus arm slipping over his shoulder. Blue blood sprayed over his helmet, blocking his sight. He waved his knife arm in the air wildly, searching for a target.

Finding them wasn’t the problem, as they were everywhere, suckers pulsating as they gripped his suit, wet and clammy. There were just too many to kill them all.

It was a losing battle, as more and more of them wrapped around his assault armor like a third skin. His arms were squeezed against his sides, making his knife useless.

“Nobody around to help you out, lieutenant,” stated Sally, calm. She pressed the lock down button on the console, dropping the blast doors. “It’s just you, your friends, and fifty octopuses to keep you company.”

She walked over and pressed the release button on his helmet. The octopuses flooded in, arms jamming into the gap between his neck and the suit. “I’m sorry to say you’re not as special as the first three who arrived to help Mistress escape Her rocky prison, but you will serve Her.”

Cries of fear from the others in the room faded as the octopuses asserted control.

She picked up a large, red octopus and sat it on his head, its wet arms clamping onto his skull. He clenched his teeth. “Go to hell,” he spat.

“They say that hell is other people,” declared Sally with that infuriating smirk. “Fortunately, you won’t be a person for long.”

The tentacle atop his head crunched into his brain and he became a different creature entirely.

* * *

Sparks closed the maintenance box he was working on and contemplated his situation. The adjustments he had just made would reroute all the power from this busbar to the left engine. If given sufficient power, when lit, the unequal engine force would likely tear the ship apart.

It was a shitty insurance policy, but those were his orders. He couldn’t think of anything else to do beyond stealing a shuttle and fleeing. Which meant he probably would be shot for desertion.

Even if he did make it that far, he doubted there were enough supplies on a typical shuttle to survive much longer than a week. He was a genius with electrical systems, not a survival expert. He spent his rare spare time and vacations chasing tail, not prepping for the next catastrophe.

He had always thought his talents would see him through any disaster, and was still confident that he would find a way out if he had the time to think about alternate solutions.

Time to think. That’s one thing he didn’t have. Or peace and quiet. The engineering deck was a hubbub at the slowest of times, and now it was a regular beehive of activity.

A red light spun on the ceiling, reminding everyone they were under an alert status. Fortunately, someone had silenced the audible alarm, or none of them would be getting any work done at all.

He slipped his electrical tester into his overalls and slid out from under the power distribution bus. Jules was there, sitting against the wall with that nonplussed expression on his face. “Doesn’t this bother you at all?” asked Sparks. “They’re asking us to do things that could end up getting us killed.”

“Naw, man, just relax. The captain knows what he’s doing. He’s never steered us wrong before.” He tapped his thigh with one hand in a silent beat.

Sparks looked at him with frustration. “Did you get your work done already? Have you double checked your bypass connections?”

Jules gave him a lazy wave. “Sure thing, dude, it wasn’t rocket science.”

Sparks cursed. He should have known better than to expect diligence out of that layabout. If Rayna was around, Jules would at least make a token effort, but she was conspicuously absent.

Even worse, Rayna could be a flaming bitch if you took a break without letting her know, but he really needed to go to the bathroom. Shit, he shouldn’t have had that double coffee.

He picked up his tool box, gesturing at Jules. “Come on, back to our stations. I’m sure they’d miss us if we were gone for too long.

“Sure thing, man, I’ll be right with you.” He hummed under his breath, tapping along to his own tempo.

Sparks raised a hand and dismissed him. On paper, adjusting the power conduits was a two man job. Sparks didn’t have time to do his job and double check Jules’ work. This time it was sink or swim. If Jules had done it wrong, it would be noticeable. He really was a lazy sod.

Oh well, not his problem. Disciplinary action came from above, not from him. He could file another complaint, but he’d already filed twenty and no action had been taken. The most that had accomplished was Rayna and his superior sitting him down in a one on one and telling him to suck it up.

If Jules wanted to sink with the ship, that was his problem. Sparks wanted none of it. His brain continued to churn, trying to figure a way out of the situation that didn’t involve suicide. None came to mind.

Sighing, he dropped his tool box and shoved it under his console. He dropped into his chair with a huff and pressed his thumb against the console to activate it. Power systems nominal, all fucked up. He could see the bleed current from his alterations causing feedback on the subsystem for engine B. Purposeful sabotage. He shook his head.

Wait, that seemed odd. He tapped at the display. The current draw was running about half what he expected. He grimaced. Shit, he needed to talk to Jules.

“Sparks!” came a sharp voice. “Is that job done yet? I don’t see Jules, where is he?”

Sparks turned to look at his superior, lead engineer Rayna. If you didn’t know the woman, you would think she was a bombshell. Gorgeous eyes, high cheekbones, and long, braided brown ponytail all combined into the visage of a goddess. It’s too bad her outer appearance hid the fact that she was a hard ass.

He’d had success dating outside the department, even having a few trysts with a cute blonde from salvage, but Rayna had always been the goal. He’d spent months trying to figure out how to soften her demeanor without success.

It was a constant thorn in his side, an affront to his masculinity. He had thought that his talents for seduction were fairly polished, but Rayna’s constant rejections had taken him down a peg or two.

He just hadn’t found the right approach yet. She’d come around, eventually. It was easier to swallow that lie than to recognize that he didn’t stand a chance with her. He recognized the sophistry, but that didn’t stop him from hoping.

“Jules,” he drawled, “is composing his next masterpiece. We should ask him to present it at the next talent show.”

“I’ve no time for games,” Rayna declared, pushing into his personal space.

His eyes naturally gravitated towards her voluptuous breasts, but he caught himself in time. Why did women always complain about men staring at their breasts? Those perfectly round orbs were their most attractive attribute, of course he wanted to stare!

Rayna wouldn’t appreciate this sentiment, so he kept it to himself. “I’m not lying, Jules is a lazy good for nothing, and he’s doing what he’s always done, slacking off.”

There, he said it. If he couldn’t say it before the ship potentially tore itself apart, when could he say it? He looked up, staring into Rayna’s steely gray eyes. “if you need something done, give me the orders, I’ll do it, but don’t rely on that guy. He doesn’t have what it takes.”

Rayna stepped back, surprised at his intensity. She stammered, “Okay, fine, I’ll look for him myself.”

“You do that. I’m going to go to the bathroom, I don’t feel like pissing my pants when the end of my existence arrives.”

He wasn’t sure where this newfound confidence was coming from, but he was pleasantly surprised at his new assertiveness. Rayna grunted and waved a hand, dismissing him. “Just be back here soon, the captain may send us orders at any time.”

Taking the dismissal for what it was, he clicked off his display and stood, walking towards the head. His console was situated on a mezzanine, giving him a good view of the engine systems below over a short railing. Grease monkeys walked the pipes, checking for leaks. A coolant system leak could mean instant death on a ship of this size, but more likely it would result in a mundane engine malfunction.

He gave a thumbs up to the security guard sitting at the entrance to his section, receiving a low nod in reply. Zach wasn’t a particularly diligent guard, but he seemed to be on the ball at the moment. The fear of imminent death could do that to you.

Maybe he’d drop by later and see if he had any cards he wanted to trade. If they weren’t all dead by then. The hard truth reared its ugly head, a wall his mind was unable to get past.

Shit, he didn’t have time for trading cards, he needed to get out of here. The thought of stealing a shuttle trotted through his mind again, but it was just as impractical as the first time it had come up. Still, it was looking more and more appealing.

He ambled down the corridor, taking a left. Having the bathroom outside of security was a huge inconvenience, but it allowed management to keep track of where everybody was and determine how much they were slacking off.

It was a dick move, and not really all that effective. Look at Jules, he didn’t need the restroom to slack off. He was a natural daydreamer and could make any task easily take twice as long.

He supposed it was a concession they had to accept to avoid the oversight of having cameras installed in the bathroom stalls. If he could shit in peace and quiet, it was worth not being spied on.

It also cut down, but didn’t eliminate the drug use. Only about half of the engineers were on a pick me up. The others self medicated with coffee, like him. At least it got him away from his desk and his coworkers for a short moment.

He placed his palm on the access hatch and the door cycled open, revealing twelve stalls, a section of urinals, and a bank of sinks. It smelled of minty fresh leaves mixed with turds, the air refresher doing its best to mask the bad odors.

There were some suspicious noises coming from the fifth stall in, wet slapping and moans. He chuckled. Someone was getting lucky, he was just bummed it wasn’t him. Was that Rand from feedwater control? He was a known philanderer.

He opened the door on the second stall, stepping inside. He could have used the urinals, but preferred his privacy. Sighing, he unsnapped his overalls and dropped them to the floor, whipping out his penis.

Someone had left a log behind, as usual. A dark, reddish blob of material occupied the bowl. He rolled his eyes, but didn’t bother making a courtesy flush. He briefly wondered what the other engineer had eaten before unleashing a torrent of piss into the bowl.

The stream washed over the reddish blob, making it swirl in circles. Something was out of place. He looked closer, pressing his lips together. That couldn’t possibly be a shit, could it?

An eyelid opened on the blob, a bright iris with a misshapen pupil staring at him as if in dismay, his piss landing right on its cornea. Its arms unfurled, forming an opaque cloud of wavy tendrils.

He yelped, jumping in surprise. Turning, he put his hand on the latch, fumbling to exit the stall. He cursed, finally managing to get the door open, his overalls tangled around his legs.

From below the divider, reddish hands grabbed at his ankles, preventing him from escaping. In terror, he tried to jerk his legs away from them, but his feet were firmly planted to the ground as if they were glued.

In front of him was another terrifying monstrosity. The creature was taller the stall’s door, its mouth hole flexing as it advanced. Flared around its head were six octopus arms, its single eye staring at him with intensity.

The creature wrapped her arms around him, leaning over to press her large, soft breasts against his chest. Her mouth hole bumped up against his cheek, hot air buffeting his face.

He struggled, trying to escape the alien’s embrace, to no avail. She pushed him back, forcing him down onto the toilet, sitting on his legs. From her mouth hole came a strange whuffing noise.

All he was able to see from his vantage were gigantic breasts, the creature’s perfect nipples taunting him with their perkiness. Normally this was his preferred view of a lady, but none of his usual paramours would be this forward. Or this alien.

A wet slap on his ass made him jerk in her grasp. Something wet and cold had slipped over his underwear and was crawling up his back. He squirmed uselessly, protesting loudly and crying for help.

None was forthcoming, and whatever was climbing his rear was walking up his upper back. Two wet, red octopus arms slipped around from his rear, suckers attaching to his neck.

The alien sitting in his lap stared at him, her single, large eye blinking in a regular pattern. He looked up, his eyes captured in her knowing gaze. Its barbell shaped pupil looked at him lazily. The iris was blue, a blue deeper than anything he had ever seen before.

The striations in her iris were fascinating. He could get lost in that eye. She pressed her enormous chest into him, nipples skidding over his skin. His penis leaped to attention, heart thudding. Her octopus head should be off putting, but he felt the urgent need to mate with her anyway.

Was he being hypnotized? He certainly was finding it impossible to look away, despite the coolness that was pressing against the back of his head. Something was mounting the top of his skull, but he had no willpower to stop it. He couldn’t tear himself away from that perfect gaze.

The alien woman pressed her hands against the sides of his face, her octopus arms moving with hypnotic regularity. She whuffed, caressing his chin. Her actions seemed familiar. He looked deep into her eye. “Regina, is that you?”

The beak on top of his head crunched down, giving him a massive headache. A tentacle slipped through the hole, squirting into his head. He was joined, cold tendrils squeezing into every available gap. The pressure was intense for a moment, but it settled down, becoming a tolerable background presence.

The alien sitting sitting in his lap was beautiful. Good thought He loved to sit there, admiring her curves. Good thought

He relaxed in her grip, feeling a bit woozy, but happy. His concerns and fears about the future had just… stopped. He lived in the now, embraced by a buxom and very attractive lady.

She jumped up, lifting him off the toilet with her. He should follow her and do what she wanted. Good thought. He didn’t need to be in control. Going with the flow, like Jules, was sufficient. Good thought

The alien woman led him by the hand deeper into the restroom. The wet slapping sounds coming from the rearward stall, which had paused for a moment, now continued. A stall door swung open, and he got a glimpse inside.

Another alien woman was getting pounded by a short, stocky animal, which was shoving its nose into her crotch. Her mouth hole was agape, but she made no noise as her vagina was stuffed full of its eggs. Her eye sparkled as she massaged her breasts, her back rammed up against the toilet’s plumbing.

Now that he had been converted, he rejoiced at the coupling. The breeding was necessary for expansion, and he wished to help Mistress expand. Good thought

He was a bit confused, not understanding where these new truths were coming from. The tentacle stirred in his brain and he smiled, realizing his new friend was teaching him how to think properly. Good thought

He paused, looking at the wall length mirror at the end of the row of stalls. Sitting on top of his head like a pet cat was his octopus, waving its cute little arms as if it was swimming under the sea. Letting go of the alien woman’s hand, he moved closer to get a better look.

Its little arms and bulbous body were translucent, waving at him as if in greeting. As he watched, they seemed to grow imperceptibly, its body firming up. It was becoming more permanent, being fed from nutrients it was taking from his body. Good thought

He was nurturing it so that it could expand its control over this thoughts. Good thought As it fed from him, it grew larger, becoming flush with red pigment. It shared the fluid filling its body with his brain, interchanging the liquid rapidly. It was a part of him now, linked by the root that had grown into his mind. Good thought

As it matured, the body would harden into a carapace, armoring itself to protect their conjoined minds. It would live on him like a helmet, directing him in the service of his Mistress. Good thought

The alien woman tugged at his arm once again, and he turned to look at her enticing body with new eyes. She opened a stall and leaned over, resting her hands on the toilet seat.

His new mind understood this as an invitation. She wanted to breed, to create new octopus spawn to share with his crew mates. This was a good thing. Good thought

He entered the stall, locking it behind them. In his distraction at his implantation, he had barely noticed that his overalls were still dragging around his feet. This was for the best, however, as it left him free to impregnate this breeder. He needed to fuck her so that she could birth more octopuses. Good thought

His cock was rock hard, stiff as an iron rod. The alien woman waved her ass in the air, inviting him in. He still wasn’t fully sure whether this woman had been formerly known as Regina, but quite frankly, he no longer cared. Whatever she had been before, she was a breeder now, and she needed him. Needed his length plunged into her juicy pussy.Good thought

He nudged the tip of his penis against her vulva, aiming for her opening. She whuffed, reaching a taloned hand behind her to guide him in properly. The first few inches felt amazing, the tight glove of her pussy closing in around him.

No human woman could ever compare to what she was doing to him. It took all his restraint to avoid prematurely ejaculating right away. He pulled out, moaning with dismay. If he wasn’t careful, he’d end up spilling all of his seed on the ground instead of inside the alien breeder. Bad thought

The octopus on his head squeezed his brain, and he took a few deep breaths. That was no good. If he was going to explode, he had better do it inside her. She needed more children. Good thought

The alien woman tossed her head, making a low whuffing noise, reaching back to forcefully grab his dick. He resigned himself to the inevitable, sticking it back into her warm interior.

She rocked her hips, increasing the stimulation further. He moved back and forth with her, but he knew he wasn’t going to last. There was no way he was going to be able to restrain himself long enough to give her much pleasure.

The alien didn’t seem to mind, whuffing loudly as she bounced her ass on his rod. He groaned as the stimulation grew, his penis swelling uncomfortably large. His endurance might have been greater if he had rubbed one out recently, but as it was, the alien was milking him for all he was worth.

He was on a razor’s edge, ready to explode. He jammed himself in deep, as far as he could go. The alien’s vagina clenched down on him, hard, with far more pressure than his hand could produce. He shivered, his penis jerking as it reached climax.

The first spurt entered her birth canal, eliciting a moan from her as his warmth spread inside. He continued to thrust, each pulse from his penis mirrored by suction from her vagina. It was almost as though she was sucking him off at the same time. It felt amazing.

His breathing came hard, body overloaded by the workout. Shivering, he laid a hand on the taut ass in front of him as the remainder of his juices pumped into her body. “That was amazing,” he gasped.

A droplet of his cum leaked from her bottom, the majority being sucked inside by her alien nether lips. Almost none of it had been wasted, being utilized to help produce more eggs for Mistress. Good thought

The alien turned around, its large eye hooded, languorous. Her mouth hole opened and she jammed it over his rod, inhaling it like it was a plate of spaghetti. He had no chance to react as suction commenced, tickling the length of his penis with a clenching, wet canal of flesh.

The alien woman raised her hands, wrapping them around his dick, hungrily shoving him deeper inside. His rod jammed all the way down her throat, the alien’s forehead pressing against his curly pubes. She moved her hands to his butt, preventing him from pulling back out.

Her mouth hole jerked, tugging at the base of his dick. Although he had just been drained, he could feel himself stiffening for a second time. The woman’s esophagus twitched, clenching around his rod.

Sparks moaned, moving against her mouth hole as best he could to increase the delightful friction. Finally, the woman let go off his ass, letting him pull out and start thrusting.

He settled into a rhythm, an ongoing thrill of pleasure tickling his balls. This go around was better than the first, as he could enjoy himself without worrying about finishing too soon. The alien was enjoying it as well, pressing her neck into his crotch with reckless abandon.

The buzz of pleasure grew, the knobby head of his dick plunging through where the alien woman’s voice box used to be. Instead, it had been replaced with a ribbed tunnel, rubbing over his penis with ridged undulations.

The suction did not cease. Instead, over time, it only increased, tugging at the tip of his dick. She wanted him to orgasm, she needed him to cum. He closed his eyes, imagining filling her full of his seed.

He had thought that the first orgasm had completely drained him, but he was wrong. He jerked, the stimulation detonating in an explosion of pleasure in his mind. His penis pulsed, spurting what little he had left down the alien’s gullet.

He moaned, leaning over and resting his hands against the bathroom wall, watching the alien as she slurped down his ejaculate. He spasmed, his waist thrusting as the echoes of the orgasm washed through him.

His penis jerked for a final time, delivering the last drop into her voracious hole. Becoming somewhat flaccid, his dick flopped out of her mouth while she looked up at him, her large eye adoring his manhood. It made him proud of his accomplishment. Mistress would be pleased. Good thought

He was surprised to see that no lubricating juices remained on his penis. The alien had sucked it all up, leaving him clean and dry. She stood and patted him on the cheek, sliding past him and opening the door, giving him a good view of her enormous breasts.

His dick raised a little in the air in response, but he knew better than to trust its reflexive reactions. After double dipping, he was well and truly drained. He slipped up his underwear and pulled on his overalls, following the woman out of the stall.

That was a far more satisfying break than he had thought he was going to get, but it still left them with a problem. How were they going to deal with his crew members in engineering? He doubt they’d come with him if he declared that he had found something interesting for them to see in the bathroom. His mind kept working, but the octopus on his head was squirming. Bad thought, Bad thought

His thoughts stumbled over each other, crashing to a halt. That’s right, this wasn’t his problem to solve. The tentacle inside his head stroked his brain, indicating approval. Good thought

Then what should he do, then? Should he just wait here and…? Good thought

Baffled, he halted in front of a bank of sinks and looked around. The alien woman he had just fucked was standing next to the door, waiting like him, her hands clasped together.

The noises of copulation coming from the other stall stopped. The latch sprung open, a second alien stepping out. Her waist bulged, gravid with eggs. A Drogon followed close behind, whuffing as its hooves clopped against the tile floor. They lined up next to the first alien, waiting for something to happen.

They were all waiting, a pregnant pause ensuing. At any other time, Sparks would probably be getting bored, but he was far too interested in what the Mistress had done to him.

There didn’t seem to be any harm in touching his octopus. He felt along the edges of his skull, marveling at how large it had become. Its arms curled down from his head. He tried to measure one of them between his thumb and index finger, discovering that they had almost gotten too large to fit. It was growing so fast! Good thought

The tentacle in his brain stirred, and he felt weak for a moment. It was only temporary, though, and didn’t dampen his excitement. After the rest of the crew had been converted, there would still be a need for more octopuses for implantation. In fact, the demand might increase. There would be a lot more breeders that would need to be serviced. His penis rose in his pants, restricted by his underwear.

He imagined fucking a breeder right then and there, suddenly finding it hard to stand still and wait. He longed for action, to help to send others into the loving arms of his Mistress.

He pursed his lips. Instead, he was stuck here, waiting in a bathroom. The thought suddenly struck him as funny, and he began to laugh uncontrollably. The alien who had fucked him earlier looked at him, setting one hand on her waist. It was such a strangely human gesture that it short circuited his mirth, causing him to choke, wheezing.

He suddenly knew that this was indeed Regina. She may have been altered by the aliens, but her core personality was still the same. Self conscious, he looked away. She must be thinking that he was laughing at her.

“Sorry,” he muttered, ashamed. He had fucked up again. Cursing, he reprimanded himself for being such an idiot.

A soft presence next to him made him look up. The alien had walked up to him, that sexy sway in her hips. She stroked his shoulder and whuffed in his ear. He suddenly felt that everything would be alright. Good thought

The lights dimmed in the restroom. Had Rayna already put the sabotage plan into motion? No, it was because a faint mist was coming out of the air vents. It was colored yellow, a thick cloud smelling of fresh cut flowers.

The alien who was Regina squeezed his arm, and tugged him towards the door. Mystified, he followed, breathing in the scented air naturally. It invigorated him, making him feel alive. Pollen from the cloud collected on his skin, giving it a yellow tinge.

Outside, in the engineering deck, he could hear faint cries of alarm. The aliens must be making their move. Good thought They were going to help make sure his coworkers were implanted, properly enslaved to Mistress. Good thought

The door into engineering was ajar, which was unusual. It was normally buttoned up tight. Regina led the way, followed by her friend and the Drogon.

Stepping through, the first thing he noticed was Zach, slumped in his chair. His normally neat desk was trashed, paper everywhere, a stapler fallen onto the floor. A small octopus was perched on his head, waving its tiny arms. Sparks knew it would grow larger, red arms thickening until it was permanently attached to him, helping to correct his thinking. Good thought

The mezzanine was filled with the yellow gas, as was the rest of the compartment. Many workers had succumbed to the haze, their muscles frozen by the paralytic as it drained their consciousness. Those who fell were quickly infected by octopus spawn which spilled out of the ventilation ducts.

A few workers had managed to retrieve emergency gas masks, and were attempting to fight, but those were far and few between. Their minimal resistance was being put down by additional aliens who looked like Regina.

One of the humanoids grabbed a worker from behind, his octopus eye staring at them as if to ask why they were resisting. Locking his legs around his victim, he sat a baby octopus on the engineer’s head, which happily attached itself with a crunch.

Sparks caught a glimpse of the alien’s penis, and he looked away in embarrassment. Nudity might be a normal thing for these aliens, but he couldn’t just put away a lifetime of social mores in less than an hour.

As they approached his workstation, Sparks felt another wave of weakness. It passed quickly, and none of the other aliens seemed concerned, so he ignored it. He could feel the alien on his head firming up further, cementing its dominance over his intellect. His brain was harnessed in service to Mistress. Good thought

They had arrived at his work console, and there was no sign of Jules. The man had probably rested somewhere inadvisable and had already been implanted by the aliens.

At any rate, he needed to cancel the sabotage he had wired in earlier to get the ship back into shape for Mistress. Good thought He needed to lock out the console here first so that nobody could fiddle with the controls while he went to fix the wiring.

He pressed his thumb against the console, activating it. The display lit, looking the same as before. Sighing, he reached over to lock the display when he was shoved aside. He fell onto the ground, hard, knocking his head against the console.

The octopus on his head went limp, and for the first time he felt real fear. The alien was in control of his body and he couldn’t do a damn thing about it. He panicked, scrabbling against his head with his hands, but the alien’s outer carapace had grown thick enough to resist any attempt at removal. Tugging one of the arms did nothing more than nod his head. It had grown itself into his skull, filling his mind with its presence. He was well and truly screwed. Bad thought

A strange joy overcame his body and his arms settled at his sides. He climbed back onto his knees and stood up, smiling. Mistress was back in control. Good thought

Rayna was working his console, an emergency half mask on her face equipped with two rounded organic matter filters. She keyed in a macro and pressed execute, sighing in satisfaction. Looking at Sparks and the octopus gracing his head, her face twisted in disgust. “You aliens will never take this ship,” she declared dramatically.

The ship shuddered, the left rear engine ramping up to maximum power. They all stumbled for a moment until the inertial dampers could take over.

The hull groaned, but held, lights flickering at the increased power drain. Rayna looked around, as if she was expecting something more to happen.

When nothing did, she looked at Sparks and cursed. “What the hell did you do?” she asked, smashing her hand against the console.

“You had Jules work on the other conduit,” Sparks explained, wanly. “He probably forgot to tie off his last wire like he always does. Without the extra power, there wasn’t nearly enough thrust on that engine to exceed the design maximum on the hull.”

His mouth twisted in a wry grin. “I’ve been correcting his sloppy work for months, and I didn’t have time to QC his work this time. All hands on deck, right?”

He raised his palms, giving her a shit eating grin.

“Fuck,” she replied succinctly.

Regina grabbed her in a bear hug while the other podded humanoid dropped an octopus on her head with a wet plop.

* * *

Their trip through the maintenance corridor was taking forever, but Rosanna knew it was their best chance to get to the bridge. She had all the override codes for this class of ship, so the captain was unable to keep her out.

Unfortunately, because the corridors were built for access, not for travel, they were forced to take an indirect route. This lengthened their journey considerably. She wished she knew what her other friends were up to, and if they had faced success elsewhere, but in the end, it was out of her control. She had to succeed in her mission. Mistress was counting on her.

The corridors weren’t designed for comfort. To her eye, they had shrunk in size since the last time she had navigated them, but the reality was that she was far larger than before.

She crawled on hands and knees, the arch of the ceiling just a few inches above her. The other aliens followed her lead. Though they were smaller than her, there still wasn’t enough room for them to stand up.

Due to space constraints, she carried only a few of her children, nestled against the sides of her body. The rest of her squad had followed suit, one of them storing a few extras on her breasts, which swayed as she crawled. Newborn, they suckled at her tits, growing stronger for the upcoming assault.

The Drogons had it the easiest at the start, as they weren’t forced to contort their bodies to fit the tunnels. The real trouble came when they had to switch decks, as they discovered that it was simply impossible to get them up the ladders. Even worse, if a Drogon was full of eggs, their bloated belly wouldn’t fit through the hatch.

With regret, she was forced to send them back. Hopefully the others could make more use of them than her. She continued with the other podded humanoids, but now there were only five of them.

She worried that with her limited crew they wouldn’t be able to overpower the bridge. She had only been to the bridge once, but she knew at a minimum there would be about six crew members manning the consoles, excluding the captain. Her invasion party was already at a disadvantage.

Still, she knew better than to question her Mistress. She was sure that She had a plan. The unchanging coolness in the back of her mind gave her comfort.

She was getting used to the merger between her old human parts and her new alien Mistress. There was no longer any discomfort when she thought of serving Her. It was strange not having an octopus sitting on her head telling her when she was thinking the right thoughts, but she was working past that. She had become one with her octopus, and its thoughts were her thoughts. There was no longer any distinction between the two.

It did not need to control her, for she was it. It was her. They were together, servants for Mistress.

Thoughts of serving her Mistress comforted her through the long passageways. There was minimal lighting, but she found that to be a non issue. Her new eye had a bit less acuity, and colors were difficult but not impossible to resolve. However, her night vision was excellent.

She usually needed to bring extra lighting with her when using one of these access passages, but in her current state she didn’t feel the deficit at all. The wall markings were just as bright as if they were under the light of a mid day sun.

She climbed another level, surprised to discover that they had reached the top. She had been so distracted that she hadn’t realized that they were getting close.

She raised a hand to let the others know that she was slowing down. Crawling on hands and knees, she stopped when they reached a rectangular room. The walls of the chamber were fitted with electrical wires and pipes, some of the wires going into the floor.

Built into the center was a rectangular hatch. She could could hear voices from below. They were above the bridge, in the drop ceiling. Silently, she crawled next to the hatch and waited, locating the manual release. The others followed, sitting around the hatch with their legs crisscrossed.

She studied her companions, pleased at their state. She had three females and two males with her, their bodies ready for breeding. Her chest burbled and she laid a hand against it, sensing that she wasn’t too far off from being ready herself. The bulges inside her chest were ill defined, but they were growing.

Her inner body was working, developing new eggs for her mistress. They were small now, but she instinctively knew that it wouldn’t be long before they were ready for implantation. She felt the urge to impregnate someone. She promised herself that it would be soon.

She slid her hand underneath the hatch release, waiting for an opportune time. She wasn’t certain how she would know when the time to act would come, but she felt it would be soon.

The voices below rose in anger and fear. A cool, soothing rush of wetness spoke in her brain, and she knew it was time. She worked the handle, popping the latch. Pressing the heel of her hardened foot against the sawtooth opening of the hatch, she shoved hard. The doors opened easily on oiled tracks.

Moving quickly, she slipped her feet off the edge and dropped down. She landed in a crouch, quickly surveying the bridge. The room was filled with yellow spores, crew members coughing as they ran to grab emergency masks from the walls.

Their arrival couldn’t have happened at a more opportune time. The rest of her squad dropped from the ceiling, rushing the crew who were fumbling to put on masks.

Not all of them made it, some of them succumbing to the haze before they could press the molded plastic to their faces. Others were swarmed by octopus spawn leaping from podded bodies, unable to fight and secure the masks to their faces at the same time.

Rosanna spotted the captain on the upper deck, who had run to the rear of the bridge near the lifts. He had managed to secure his mask, drawing his service pistol.

Rosanna moved towards him slowly, leery of being shot at again. Seeing what had happened to his bridge crew, however, he didn’t bother aiming the pistol at Rosanna.

“You might have defeated my crew, but you will never have my brain.” He raised his arm, pointing the pistol at his head.

She rushed him, wrapping her octopus arms around his hand. His finger grabbed the trigger reflexively, shooting a blast into the ceiling. A light fixture exploded, sparks raining down on their shoulders.

The captain gasped, fingers nerveless as the pistol fell from his hand. Her octopus arms were far stronger than him, holding his wrists in place while Rosanna pressed him up against the wall. He gaped, his face stuffed between her voluminous breasts.

She blinked at the captain, relishing Her victory. Their resistance had been futile. Their bodies would belong to Mistress.

She grabbed one of her babies, which was wrapped around the side of her waist, and lifted it above the captain’s head. The captain still struggled, but her octopus arms held him securely in place. Whuffing in exultation, she placed it carefully so that its beak would have easy access to his brain.

A sickening crunch heralded its break through, and her mission was complete. She looked around, watching the others as they worked to implant the rest of the crew. She saw now that there had been no need to worry. Their small squad was more than sufficient to enslave the entire bridge.

A thrill ran through her loins. Her Mistress’ plan had come to fruition. Now that the senior crew was implanted, there would be nobody to coordinate the defensive efforts.

She peered out the view screen, a porthole to the vastness of space. The warm glow of the planet below brought her joy, thinking of all the other planets her Mistress would grow to inhabit.

The captain got up off the floor and leaned against a console, his eyes unfocused. “I have lost.” he stated.

The octopus on his head flexed as it grew, its underbody spreading over his skull. “I am a slave of Mistress now.”

Rosanna knew the octopus was working to smooth his brain, ensuring that only good thoughts remained. He was already Mistress’ servant. She whuffed in approval.

“I will unlock the elevators,” stated the captain, turning to work his console. His eyes changed color, the brown pigment washing away in a sea of blue.

The light on the lift doors flashed green, and it immediately began to move. Someone was coming up. Unsure whether she should be alarmed, Rosanna walked to the side of the doors, waiting to see who would come out. Were any members of the ship’s assault complement left that hadn’t been converted by Mistress?

The door beeped, a pair of gravid Drogons trotting out, whuffing with pleasure. “It’s good to see you here,” said Sally, shuffling out of the elevator with great effort.

The octopus on her head had grown to gargantuan proportions, thick arms stacked on her shoulders. The weight of the creature caused her to sag. It looked larger and healthier than any she had seen before, but the rest of Sally’s body was gaunt. She looked unwell.

Listless, she stared at the captain, who was still being remodeled by his new octopus. He bowed, a new Tentacle showing proper deference.

“There’s one thing I would like to know,” said Sally, her voice cadence betraying the great intelligence that held her in its thrall. “Why didn’t you cut and run once you knew what you were dealing with? Why send a bomb?”

The captain grunted. “Mistress, you were only classified as threat level 2. Without any means of transport, and unable to leave your home planet, you should have been easy to destroy. If you had not interfered with our salvage operation, we would have left you alone.”

Sally grimaced. “Your crew might have overlooked My presence, but how long would it be before the military changes their mind and comes to destroy Me? No, I did what I had to. Peace was not an option.”

The captain bowed, acknowledging her decision. He could do nothing else as her spawn had its tentacle in his brain.

She cleared her throat, filled with phlegm. “This was the only solution,” she said with finality. “You were Dry, and I am Wet. The two cannot mix.”

Rosanna wasn’t sure if Mistress was trying to convince them or herself, but it was of no matter. They were all her servants here.

Sally stumbled, collapsing under the weight of the octopus on her head. Rosanna stepped forward, catching her before she fell. Concerned, she chirped at the other woman, stroking her shoulder.

Sally waved a hand in the air. “Thank you, but your concern is unnecessary. This host’s time as a Tentacle has merely come to a close, and she will be podded.”

“I’ve held onto this host longer than I should have. It was necessary to ensure the capture of this vessel, but it hasn’t been easy for her.”

She breathed hard, sagging. “Until the merging completes, my spawn needs to draw its sustenance from somewhere, and unfortunately the human body only has limited reserves from which to draw upon.”

She grinned. “Fortunately, there’s a solution. This host needs to be podded. I shall enjoy breeding with you once the transformation has completed.”

She raised a hand in salute as her octopus enlarged, swallowing her head. Her body was wrapped up efficiently by its large bulk, slipping over her shoulders and breasts without resistance. Before long, she was encased in a round ball of reddish flesh, the eye of her octopus staring at them with satisfaction from the exterior of its egg.

Rosanna rolled the red egg off to the side so she could finish her transformation, looking over the other crew members. The women Tentacles were being stripped, relaxing their legs against their consoles so that they could be serviced by the Drogons. Mistress would need more spawn to finish infecting the ship.

The lift pinged again, signaling the arrival of others to the bridge. She turned and stood on her toes, ready to do battle if necessary, but the sliding doors revealed more podded humanoids, accompanied by additional Drogons.

Her eye widened, as she recognized the new arrivals. Most of them looked the same, but she knew in her hearts that these two were Brenda and Regina. Their musk overwhelmed her, sending her into a rut. She needed to breed. Now.

Trotting up to her former coworkers, she whuffed, setting a hand on each of their shoulders. They whuffed back, coming in close to cuddle against her. They were closer now than they had ever been as crew members, one in their mission to serve Mistress.

She felt a strange pressure in her throat, flesh swelling until her mouth hole had closed up. She moved her jaw, curious at the sensation as a sausage of skin expelled itself from inside her hole. Expanding outwards, the tube of skin slid downwards, a saggy ovipositor settling between her breasts.

Her fellow slaves were experiencing something similar, their eyes blinking rapidly as they processed the unfamiliar sensations. Her body swelled with joy, inordinately pleased that she had a breeding appendage. She let go of the others to stroke her breeding tube, shuddering as intense pleasure exploded from her face. Was this what it felt like to have a penis?

Her ovipositor swelled further, extending until it stood out straight, seven inches long. She exhaled through the tube, whuffing in a low tone. The others followed suit, stroking their tubes with delight. She felt around the end, marveling at how much muscle was involved in keeping it taut. She stuck a few fingers into the flap of skin at the end. This must be where her eggs would squeeze out. Liquid drizzled out of the tube, her body naturally lubricating to ease the breeding process.

She grabbed at her former coworker’s hands, pulling them onto the carpeted circle at the top of the bridge. Settling onto all fours, she gestured at Brenda, encouraging her to get down in front of her. Obeying her desires, Brenda slid in front of Rosanna and spread her legs, revealing her soft pussy.

The inviting folds were too much for Rosanna. She couldn’t wait, the imperative to breed too strong for her. Moving forward, she pressed her face into Brenda’s butt, searching for her vagina with her egg laying tube.

Brenda turned to the right, slipping her tube into Regina, who had sat down in front of her. She felt a corresponding pressure on her own nether lips, and she whuffed in delight. They would all impregnate each other at the same time, feeding each other their eggs!

She made a second attempt to locate Brenda’s vagina, this time with more success. Her tube telescoped into Brenda’s tunnel, her large cavity taking it with ease. They were breeding, had been modified by Mistress to breed. This was this their Purpose. To make more young for Mistress, to continue the cycle of slavery.

Her tube speared Brenda, its thick girth spreading her tunnel wide in preparation for egg laying. The muscles of her body fought back, squeezing Rosanna’s breeding tube with terrific force. Despite this resistance, she slipped further inside, bumping up against the woman’s cervix.

Her octopus arms wrapped around Brenda’s butt, helping to pull her hips in closer to Rosanna’s face. They were just as eager to help her consummate the breeding as she was.

From experience, she knew that this would be the most difficult part. She needed to work this like the Drogon had for her first time, slowly and surely expanding the muscle until she could get her tube past the restriction.

This careful plan went out the window when Regina slammed her own ovipositor into Rosanna’s pussy. Her own muscles protested at the assault. She jerked forward, slamming her appendage against the doors of Brenda’s uterus.

To her surprise, she managed to make it a little farther in. Her ovipositor naturally inflated to make more room in Brenda’s canal. Brenda groaned, her hips rolling as she squeezed against Rosanna’s appendage. Rosanna moaned herself as Regina stabbed her own ovipositor against her cervix. There was some pain, yes, but there was always some pain involved with breeding.

She pressed her hips back, encouraging Regina to be more aggressive. Accommodating her wishes, Regina pushed forward again. Rosanna felt pleasure as the tube slipped past her cervix. She was plugged into Brenda’s uterus, just as Regina had plugged into her.

Her nipples tingled with delight at the knowledge of what was to come next. Her chest compressed, sending her eggs up her throat. Muscles pulsed, forcing the oblong shapes up and out her esophagus.

Out of the corner of her eye, she could see the shape of an egg spreading her mouth hole wide, her fleshy ovipositor guiding it into Brenda’s nether lips. Brenda’s vulva jerked, spreading wide to accept the cargo easily. The pathway into her womb was open, the egg flowing freely upwards into her belly. More eggs ramped up Rosanna’s throat.

With every egg she expelled from her belly, a miniature flush of pleasure blanketed her body. This combined with the sensation she was getting from receiving an egg from Regina, sending her to new heights. An egg arrived at the same time one went out.

It was a smooth, conveyor belt process. She never felt empty, because the small void inside her from impregnating Brenda was filled just as quickly by Regina. Her whole body pulsed like an accordion, sliding forward and back as the eggs flowed in and out of her.

As they stacked up inside Brenda, each further egg encountered more resistance. To counter this, eggs flowed with additional force, ensuring that they would be successfully packed into Brenda’s womb. Brenda could take it. Their bodies were natural breeders.

She quivered as she mentally went over what was happening. They were impregnating each other in a circle, an endless cycle of breeding. The eggs they were giving each other would be fertilized, and would be hatched. They would breed again. Orgasm upon orgasm as they created new life to enslave more worlds.

Her belly shook, sprinkles of milk escaping from the tips of her nipples. Her octopus arms squeezed Brenda’s ass, thrusting the tip of her ovipositor just a little further inside as the next egg jammed into her uterus. Her vaginal muscles clamped around the eggs as they slipped inside.

She was going out of her mind, humming to herself as she fell into a fugue state, going with the flow as eggs were packed inside her belly. She sensed she would be spending a lot of time being bred like this, the rest of her life spent in service to her Mistress bearing her young.

The thought was intoxicating. She reached a climax, much more intense than the ones that had come before. Her ovipositor jerked, sending its last egg into Brenda and pushing itself back out. Brenda’s cervix slammed shut, keeping the previous cargo Rosanna had delivered inside.

Rosanna’s octopus arms slackened, allowing her to slide her face out of Brenda’s butt. Her mouth hole was wet with Brenda’s juices and her own lubrication, the ovipositor sinking towards the ground as she raised her head.

Regina was not quite done, a final egg pressing against Rosanna’s tight hole. She savored its oblong shape, its smooth surface pressing against every ridge of her vagina. She shivered, whuffing with satisfaction as Regina’s ovipositor slid out of her. They had been filled. This was good.

As she whuffed, her ovipositor shrank to half its size, the flesh refolding itself in front of her eye. Instinctively, she gulped in with her neck muscles. The fleshy organ folded up inside her mouth hole, rolling inside out to coat her breeding canal. She whuffed again, tasting Brenda’s vaginal fluids inside her mouth hole.

Feet approached from her left, a rock hard dick slapping her face. She looked up at the captain, a huge smile on her face. They were only half way done.

She stood up and leaned against the console, spreading her legs again. Regina and Brenda did the same, accompanied by two podded humanoids. The penises on the humanoids were easily as long as their ovipositors had been, reddish with knobbly veins.

Rosanna surveyed their dicks, a little jealous that the captain had not been podded yet. Still, he was an important capture, and she felt prestige that he would be the one to fertilize her young.

The captain was impatient, deciding to take her with little foreplay. Not that any was needed, as her tunnel was still dripping wet from being implanted with eggs.

He thrust inside her, his penis swallowed by her gaping vagina. Rosanna worked her hips carefully, cognizant that a regular human penis could not at all compare to the girth of an ovipositor.

Still, the ride was quite pleasurable. She clenched down her internal muscles, rocking against him as she leaned forward against the console. She whuffed, seeing the others on the bridge also being bred from her vantage point. Some of the humans were being serviced by Drogons. The podded humanoids were either implanting more eggs within each other, or coupling with the males to fertilize them. Plenty of eggs would be available to enslave the rest of the ship.

The captain was moaning, her vagina milking him like he was a bull. It would be impossible for him to last for much longer. Once he was podded, his stamina would vastly increase, but in his current state she could not expect him to give her his seed more than once or twice.

She slid back, taking a different angle in the hopes that his length would be sufficient to hit the front of her vagina. Her hips sucked at his length, suckling at his dick as if it was a lollipop. She applied extra suction to its tip at the apex of each thrust, driving him wild.

Whuffing, she flexed her arms, feeling loose. Her entire body was attuned to his, anticipating every movement. His penis jerked, on the cusp of orgasm.

She pushed back, locked her legs around his as he spilled his semen inside her. Her vagina sucked it all up, not a drop falling to the floor. She could feel his warmth spreading throughout her womb. Her eggs had been fertilized. She smiled dreamily, looking forward to when she could give birth.

* * *

Rosanna stood on the bridge, overseeing the lift operation that was ongoing. There were still pockets of resistance on the ship that were being flushed out, but by now their octopus spawn had thoroughly infested most of the vessel. Anyone remaining would be unable to hold out for much longer.

They would be made Tentacles. They would be podded. They would be harnessed as slaves for Mistress.

She chirped, the captain acknowledging her command. His podding had gone well, and she had taken pleasure from him multiple times since his conversion. It was always a treat to feel him cum inside her, washing her fertile eggs with his seed.

There was no specific preference among crew members for breeding, and often it would occur on the spur of the moment. Satisfying their needs was an imperative from Mistress, whom they all served.

The chain of command had remained more or less the same as before, though Mistress had a tendency to meddle. During this operation, however, authority rested with Rosanna. She had years of experience with heavy lifts, and this one wasn’t too unusual except for how important it was to Mistress.

They had gone down to the planet a second time to properly set the traction beam markers, ensuring that the lift would go off without a hitch. Now she was watching a magnified display as invisible energy beams lifted the large ship from its rocky crater.

Dirt fell from its fleshy sides as irresistible forces broke the ship from its resting place. Once they were confident the vessel would hold together, the power was increased, jerking the ship high into the air in a matter of moments.

Salvaging was a tough business, as you only had one chance to get the orbital lift right. On the approach, the beams were turned on just as the orbiting ship hit the angle at which the ship under tow was visible. From there, the target ship needed to be lifted into orbit before the sight line was broken, otherwise any number of poor outcomes would occur.

It might crash on the other side of the planet, or be slingshotted into an unexpected orbit. Most pulls didn’t end in catastrophe, but any mistake would double or triple the work they needed to do to complete the operation.

This time, everything went smoothly, the broken ship falling into line behind them on their orbital track, safely under tow.

Rosanna clicked the display, changing the view to aft so they could see the precious hulk they had retrieved. The ship looked nothing like the metallic box that had originally come out of the shipyard of Gorgant, its skin covered with a thick layer of red flesh. A large, rounded ridge, looking like a gigantic red crater, covered the face of the ship. A seam bisected the center of the crater, running from one edge to another.

The seam cracked open, a vast eye blinking at them from the vacuum of space. Mistress had podded the entire ship, and they were taking her to a new home.

Rosanna felt her rounded belly, new life growing in her womb. Her Mistress would spread out her Tentacles, growing until she could not be made Dry. The thought instantly made her Wet.

End Chapter 3