The agent managed to escape for now. What remaining tendrils seemed to have retreated, no doubt feeling the pain of being shredded by the explosions. But, what attacked Alexandra did not compare to the mass that had engulfed the camp. There were more of them, countless more.

The agent searched for some high ground. This was both for better protection and to get a signal off planet. She needed to contact the ADD and call for help as well as warn anyone coming close to this planet of the infestation.

For now, the agent had some breathing room as she tried to find a fortified position to hole up in.

263's bodies slowly closed in around Alexandra as it tracked her from a distance, watching her search for a new position. As it did, it contemplated a way to take the woman down. She was stressed and scared, but she'd clearly been trained to deal with threats like this before, and she was far more equipped to defend herself than anything 263 had ever tried to take on.

Perhaps, then, a less direct approach was in order. She was dangerous, but she was still a woman. And 263 had more than one way of taking down women. For now, it focused in on her mind, waiting for the right moment.

Ahead of Alexandra rose a hill. Its rise was sharp and rocky, but seemed climbable. There also appeared to be caves higher up. Unbeknownst to Alexandra, however, 263 already had bodies ascending the backside of the hill, hoping she'd choose this as her spot.

The caves would be promising assuming they were not already infested. The agent climbed quickly and entered the cavern. She used a light from her suit to see what was inside before moving deeper. It was not very big and would provide shelter while she tried to call for help. For now, the agent took a moment to rest after having to fight and run for so long. The tendrils were harmed easily enough but they did not seem to fear her enough to stop attacking unfortunately. Were they still hunting her? Why go through so much trouble to chase one woman when they had several at the already infested camp?

263 waited for the woman to enter the cave before making a move. Its bodies moved out from behind the hill, taking up sentry positions on either side of the entrance. There, it waited. It had her trapped inside, and the only place she had to run was straight into its clutches. Still, with all the fire and power the woman seemed to possess, taking her here might still prove difficult, since getting around or behind her would be difficult in such a tight space. Better to hide and wait for her to make a move, or else urge her into making one.

All around the hill, its bodies hid, blending their shape and color to match the rocky terrain around them. However, the bodies occupied with the women of the science team remained very visible. They began to carry their prisoners, still being raped, across the terrain. They headed towards the research facility, but made sure to carry the women within earshot of Alexandra's cave, still moaning loudly and crying out.

Alexandra had a defended position here in the cave. She knew she could be trapped here. But, this was her only option. She could not run forever. If she was to be overwhelmed, she would be sure to destroy as many of the disgusting monsters as possible.

Time passed, giving Alexandra some precious moments of rest. She could hear the cries of the agents off in the distance. It should not be possible unless they were being moved. Where were they being moved to?

Saving them was impossible by herself. These things seemed to come out of nowhere and could be anywhere. All the agent could do now was try and get a signal out to the ADD to send help. She did her best to ignore the cries of the exhausted agents as they were being fucked endlessly. When the sun finally came up, the Russian woman would start broadcasting at the cave entrance. Hopefully, someone would answer the call.

Unfortunately for Alexandra, 263's attack on the research facility had activated its defense protocols. Although the facility was transmitting its own distress beacon, all outside communications were being jammed, including distress calls. Unless ADD or their affiliates picked up on the base's calls, no one off world would know anything had gone wrong until the team missed their next check in.

Not that 263 was really planning that far ahead. Its main focus right now was on the girls it had, and the one it was still striving to get. It had wondered if hearing the cries of her peers would draw her from her cave, but she seemed intent on persevering exactly where she was. When she didn't make a move, 263 decided it would be easiest just to go in after her, although not without a plan.

The creature decided to forgo stealth this time. Its bodies were out of the direct line of fire, and she would probably see it coming anyway. Instead, the tentacles rushed in through the opening, swarming into the cave towards her as fast as they could.

With a numbers of advantage and the ability to reproduce, the monsters were willing to forgo their own survival if it meant reaching that human female in the cave. Alexandra could hear them coming and proceeded to open fire down the cavern. As the swarm came closer, she threw what microbombs she had left to causer further damage to the writhing tendrils.

Alexandra let out a cry as she fired as much as she could before the alien mass reached her. She would struggle in the mass of tendrils as she was slowly dragged out of the cave itself. Perhaps if she could find the main body, she could deal with them all at once. She would keep firing her blaster until she was disarmed in any case.

Fire seared through the charging tentacles, cutting down one after another in the tight confines of the area. The tentacles hissed as they were severed, falling limply to the ground, twitching briefly before going silent. As they fell, more took their place, until the agent's salvo of bombs obliterated all of the remaining first wave. This brought their advance to a temporary standstill.

From here, 263 had a choice. It had enough tentacles and enough regeneration that it could probably overwhelm her eventually. It didn't know how long that would take, though, and the idea of feeling its tentacles burned away again and again until that happened did not appeal to it. Besides, as far as it knew, she still had that electric attack when it grabbed her, and it had no way of knowing what she'd do after she used that. No, all of this would be messy. It had a much better plan for her.

As soon as the microbombs went off, the tentacles paused their assault. However, the creature was already shifting its focus to Alexandra's mind, feeding her information directly through its psychic powers. Assuming nothing interfered with its psyonic link, her sight would soon fill with someone else's vision. Through this, she could see the science team, being endlessly ravaged not far from her cave. The vision looked down, and she could see that she was seeing from the eyes of another member of the team. Her breasts hung freely from the tattered remains of her uniform. Her legs were gripped by tentacles and spread wide, allowing another tentacle to rapidly disappear and reappear into her crotch. She could hear the woman screaming, too. From her voice, she'd be able to recognize it was the team commander who had ordered her to examine the crater, and at least temporarily saved her from this hell.

Then, she could feel it. She could feel every sensation of the woman as she was fucked, hard. Her pussy was spread wide, fucked hard again and again, pushing all the way up to her cervix. Soon, it pushed through even that barrier. Tentacles wrapped around her breasts, and Alexandra would be able to feel those, too, squeezing hard. The woman's entire body jerked helplessly as the tentacles pounded into her. From the sticky, hardening fluids on her thighs, it felt like this creature had cum already, and yet it continued to ravage her mercilessly.

The battle took an unexpected turn. Alexandra expected to be overwhelmed one way or another. But, the agent soon found herself outside of the cave in a mass of tendrils. She could hear the cries of the other agents and researchers around her. Her suit was off but that was not the case. She was seeing through the eyes of another. She was screaming but it was not her voice.

Alexandra's real body trembled as she was forced to experience what her fellow agent had been going through for the past several hours. No doubt the team commander and the rest of the team are completely exhausted. "Ahh... Uhhnnn..." The Russian agent groaned helpless, trapped in this mental state as her arms fell limp at her sides.

She groaned as her eyes widened, staring off into space. The agent knew something was wrong. It was real and not real at the same time. But as much as she told herself that this was not real, the tentacles did not stop. She felt it pounding her cervix over and over again. Alexandra's eyes fluttered as her mind went blank each time she felt that fleshy tendril fill the commander's already abused depths.

Suddenly, Alexandra's vision and sensations shifted. Without warning, she became another member of the team. Then another, and another. 263 kept her cycling between the abused women, experiencing their sensations for herself, one after another. Some were being fucked in only one hole, others two or even all three. Some where having their tits groped and squeezed, while others found them being sucked. No matter what, Alexandra had a first-person seat to her companions being raped, and experienced everything they did.

A second volley of tentacles followed the first. But although they were no more stealthy than their predecessors had been, they were not instantly cut down. Instead, they managed to reach her, immediately wrapping around her wrists and twisting until her hands were forced to release her weapons. 263 only hoped that its psychic attack had disabled her electrical attack. If the tentacles weren't immediately destroyed, they would drag her to the cave entrance. Only once she was near the entrance would the visions stop, as 263 let her focus back on her own situation.

She experienced the sexual agony of her comrades. Her own body shuddered as if experiencing this all first hand. The suit blared warnings but they fell to death ears. Weak groans escaped the agent as she creamed herself inside her own suit. She came again and again as tendrils soon arrived to drag her out of the cave.

Alexandra sagged in her bonds. She was brought back to reality but she was still throbbing from her own personal orgasms. She was drained and exhausted. Her blaster had fallen from her slack fingers back inside the cave. She was bound and unarmed.

"N-No..." she squirmed weakly, providing meager resistance at best. The tentacles easily carried her away, possibly to be reunited with her fellow agents.

The tentacles got her as far as the mouth of the cave, before seeming to decide that would do for her. The smell of her fluids just inside her suit excited 263, knowing how sexually primed and eager her body was to be taken. Part of it had thought about teasing her slowly, feeling her up inside her clothing. But it had at least realized that the suit was important to the woman's defense, and so disposing of it as quickly as possible was important. Besides, raping her colleagues had left it in a bit of a sexual frenzy, and it no longer had the patience for teasing.

Tentacles crawled into the collar of her suit, gripping the fabric and starting to tear outward. The suit stretched and struggled for a brief moment, before tearing right down the middle. More tentacles dove into the fissures, gripping and ripping and pulling her protection apart and away from her. First, it tore the suit away from her chest. Immediately, tentacles swarmed to curl around her breasts, whether they were bare or covered. More and more of the suit tore away, and the tentacles descended towards her hips.

Alexandra's suit was sealed tight which helped prevent the musky scent from escaping. But, that was the least of the agent's concerns as tentacles swarmed over her. They tried to slide into her suit. The air tight seals made the nanosuit like a second skin for the agent. This made it nearly impossible to find a seam to slide under without knowing where the seals were.

That did not stop the monsters from trying though. Tentacles swarmed over the agent. The suit provided some protection but she could very much feel every stroke of those disgusting appendages. Once there were tentacles all over the agent, Alexandra released another electric surge to fry the tendrils and the monsters they were attached too. This would buy her some breathing room but the exhausted agent would be sluggish in getting back to her feet. This was too much. Why couldn't these monsters just leave her alone for once?

The electrical pulse immediately fried the tentacles swarming over her. Their charred husks fell to the ground, discarded by the bodies they once belonged to to avoid further damage from conducting the powerful surge. However, she wouldn't get the reprieve she had before. Almost immediately, more tentacles were swarming towards her. Before they even reached her, however, her mind was treated to another first-person experience of her colleagues' rape and defilement.

Based on the fact that she hadn't fried the last tentacles to grab her, 263 hoped that overwhelming her mind with sensations of sex would keep her from releasing another attack. It also believed that the suit was critical to her power, and she had to be stripped of it. Tentacles swarmed over Alexandra's body, binding her limbs and spreading her out on her back on the hard ground. More began to explore her body, many immediately beginning to rub and squeeze her massive tits. Others pushed against her crotch, grinding against her pussy. 263 let her feel all the things happening to her own body, as well as the other agents'. And yet, the suit seemed impenetrable to the tentacles. It was sealed tight, and clung to her so tightly it wasn't easy to get a grip on, even if it could have torn it. But perhaps there was an easier way. As the woman struggled, it began to search her mind for how to remove the suit.

The agent barely had any time before a fresh swarm of tentacles came at her. Her eyes widen and lost focus as she was forced to experience what was happening to another poor woman. The monster would not let her regain her senses this time as she was attacked physically and mentally. Her breasts bulged around the squeezing tendrils as weak groans left Alexandra's lips. The suit was rather flexible and did not seem to stretch much if at all.

But, Alexandra must know how to get in and out of her own suit. So the monster searched inside the agent's pretty little head. The Russian woman could only groan as she was molested and forced to cum against her will, further soaking her sealed suit with her nectar. After so searching, the information became available. There were seals that could be released near the collar. How well a tentacle would do in manipulating these seals designed for fingers was unknown.