Shokushu High School

Where ravaging tentacles explore the female student body

Retribution 6

ESCAPE

Donna-Guardian sat at the shuttle controls and fumed with anger. Outside, the quicksilver formlessness of Foldspace almost seemed to reflect the evil in her glowing red eyes. Peggy-Guardian had been so close. Never before had such a force of Guardians been assembled and though they fought supremely, hundreds were cut down by the human army and the rest killed in an instant by the Earthling's bomb. Donna-Guardian looked at the still smoking monitor panel with hatred. Minutes before she smashed it with rage as she had watched the news transmission. The screen had showed the smoking crater that was once more Guardians than the Race had seen in untold hatchings back on the Homeworld. The human media reported it as tragic 'accident' during a series of war-games. More proof of the wickedness of Humanity, thought Donna-Guardian. They were capable of lies. Her Guardian self could discern enough from her human side about the alien concept to leave a bitter taste in Donna-Guardian's mouth.

Donna-Guardian growled inwardly as she vowed to succeed where her predecessors had failed. The command for Revenge was still ingrained in every cell of her being and she would do everything in her power to bring vengeance on the Human Race. The girl-beast smiled evilly as she looked down at the controls. The knowledge absorbed by the Guardians before her allowed her much understanding of human ways and devices. She knew the shuttle was only two days from its destination. A remote military outpost. Out of the way, unimportant. Unimportant but well armed. She would land quietly and discreetly make off with a woman here... a girl there. Drawing as little attention as possible she would hide and wait, secretly building her Guardian army until she can over run the base in one viscous attack. Then she would use the very weapons the Humans had used to rain death down upon the Earth. Retribution would soon be hers.

WHAM!

Donna-Guardian was thrown from her musings as the shuttle suddenly pitched violently.

WHAM!

Sparks and smoke erupted from the consoles as the shuttle was rocked again. Donna-Guardian screamed in surprise, anger, and fear as she was knocked once more across the cabin. Lights began to flicker and the cabin was plunged into darkness. Outside the mirrored surface of Foldspace shimmered with rainbow colors. Foldspace itself seem to tear and melt away. With a final scream Donna-Guardian and the shuttle were gone.

"Flight Three Zed Oh Four to the Saratoga. Mission accomplished." Three Foldspace fighters of the 235th Fighter Wing turned as one and headed back, locked on to the beacon that marked the Realspace location of their Deep space Carrier , the SS Saratoga.

"Roger Three Zed Oh Four. Message received. Confirm Kill." was the reply from the carrier.

"Affirmative Saratoga. Standard attack run. Shuttle broke up as it was in Precip Field. No chance of survivors. Returning to base." said the flight leader. The attack was textbook perfect. The fighter group had chased down the shuttle after it tore itself free from the Orbital Repair Dock over Earth. Since this same shuttle was the very one that landed amidst a hundred Guardians in a daring rescue attempt Earth Command ordered no chances taken and gave the go ahead to intercept and destroy. When the fighters found it in Foldspace they hit it with a two pronged attack. After crippling the shuttle with weapons fire the fighters launched P-missiles. Designed to disrupt the effects of Foldspace the shuttle was precipitated into Realspace. Violently. The only thing that would come out into Realspace would be a mass of debris. Their work done the fighters flew back to their buoy marking the Saratoga. Once there, they jettisoned their temporary Foldspace engines and slipped back into the normal realm.

Across the vastness of space the wreckage of the shuttle drifted away from itself in an expanding cloud. Among the debris tumbled a large portion of the craft's bridge and nose assembly still intact. Inside the remains of the cockpit attached to a bulkhead was a large crystal. Inside the unmoving form in the center of the crystal, a hate-fueled heart beat slow, but steady.


Three Years Later.....

Vic Carter stood at the base of the landing platform looking grimly at a clipboard, pausing to wipe a trail of sweat off his brow. Time was growing short and he didn't like surprises. The supply ship was nearly nine hours late and the passenger ship was due in two days. That didn't give him much time to get things prepared. The supply ship had called in a few minutes ago saying they were on final approach, but wouldn't give any reason for the delay. All Vic could hope was it'd had better have been damn important or he's going to make sure they leave bloody.

After several agonizing minutes a bright spot began to shine high in the sky. As the spot slowly grew in size the light dimmed, coalescing into the familiar outline of the supply craft. The ship was like other common freighters, which is to say it was a curiosity; a contradiction in flight. The ship looked like a turtle buried under rocks... cargo blisters adorned the hull nestled in among thrusters and sensory equipment. While it didn't look it, freighters like this one were probably among the most advanced craft flying, outside of military ships, of course. Freighters, by their nature carried all manner of cargoes. Varying weights, unusual shapes, anything at all could affect the daily routine of a cargo vessel. So, unlike the sleeker, streamlined ships, these workhorses relied on state of the art thruster and Anti-G equipment to maintain smooth flight. Ships like this, although on the outside looked like they were ready to fall apart, could probably land in a hurricane if need be. Soon, but not soon enough to suit Carter, the ship was firing it's landing thrusters and slowly coming to rest several meters in front of him.

Carter paced back and forth impatiently along the gang plank in front of the main airlock. Around him the ship's cargo blisters were opening and numerous loader bots were hauling out crates of supplies and stacking them on the nearby loading dock. The airlock cycled open and half a dozen women carrying tote bags and other small pieces of luggage walked down the catwalk towards Carter smiling.

"Hello Mr. Carter, " said the lead girl, a petite short haired blonde , smiling brightly, "I'm Sheila. It's certainly a pleasure to be working for you. " Carter ignored her and glared a burning hole into the darkness of the airlock behind them. Sheila paused for a moment, unsure. Then awkward and embarrassed, withdrew her hand and hurried past him, averting her eyes. The other girls quickly followed suit. After a few moments a man wearing a flight suit sans jacket emerged from the airlock. Despite Carter's scowl the man grinned at him past two days worth of beard.

"What the fuck is wrong with you, Jake?! " started in Carter. "Do you think this is a game? "

"Take it easy Vic, " said the man, "I can explain. "

"Take it easy!? " spat Carter "Do you realize we have less than two days to get ready?! You damn well had better explain! "

"Come into the ship and I'll fill you in, Vic. Believe me, not only will you understand... when you find out what we've got you'll pay me a bonus! " Jake turned and walked back up the catwalk into the ship before Carter could protest. The aging man shook with anger as he controlled himself enough to follow him into the ship.

Vic Carter waited patiently until the airlock door cycled closed before he grabbed the man by the neck and forced him against the bulkhead as he drew a pistol from his jacket.

"Talk or that piece of shit you call a copilot is getting promoted! " growled Carter.

"Easy Vic, easy " said Jake, holding his hands up. "When we came out of Foldspace we found something... Hell we almost ran into it! " The pilot paused a minute looking into Carter's angry face, suddenly realizing just how angry the man was then stammered to continue. "I... it was wreckage of some sort so we checked it out. " Carter growled and put the gun to the pilot's temple.

"You mean to tell me you nearly blew the whole operation for some junk? " spat Carter.

"Jesus Vic let me finish! " yelped Jake "Whatever it was it's been drifting for a long time... years. Vic, it was Earth Defense. Military. " The pilot let the word sink in. "We found something. " Vic pulled the gun away a bit.

"Like what? " he asked.

"I haven't a clue, " said the pilot, "but it's some sort of crystal. Big, like nothing I've ever seen. Something's inside it too. " Carter let go of the man and walked in a slow circle, digesting the news as Jake continued.

"If it's some Earth Defense R&D that was lost in Foldspace do you know how much that's worth?! If it's a weapon.... "

"Where is it? " cut in Carter.

"We loaded it into the remote shuttle with the real cargo. By now it should be at the cave. " explained the pilot. Vic suddenly looked up.

"Who knows about it?! " he asked, looking at the outer airlock door.

"Relax. " urged Jake. "Those bitches are about as dumb as they are easy. We told them we were putting a nav beacon onto the wreck for safety purposes then loaded the thing into the remote shuttle. That's why we're so late. So they wouldn't notice the shuttle launching in orbit we just let it trail behind, but had to go slow enough to keep it in remote telemetry range. " Vic Carter looked at the man and gave him a couple pats to the side of his face. He didn't like surprises, but Jake had acted properly.

"Ok then. I'll kill you later. You could have called you know. " chuckled Carter. "Now, about our new employees... "

"They checked out. " replied Jake. "They haven't a clue to what's really going on. As far as they know they're just replacement staff for the new season. " Jake's face became somewhat grim. "Now for some bad news. There might be an agent with the pageant group, but our plant still isn't sure. "

Carter scowled at the last bit of news. He had worked very hard over the last several years to create a successful smuggling operation. After one bit of loose talk, from a man now dead, it threatened to fall apart around him. Fortunately his spies were well placed and well paid. Carter had learned just in time that among the visitors he's expecting to his little resort there could be an agent for Trade Control. Trade Control customs agents were really cracking down on the systemwide smuggling operations but Vic was damned if he was going to let them catch up with him. That's why he chose to be out here in the middle of nowhere. Who would think that the source for some of the biggest in-system smuggling wasn't even in the Earth system. Who would suspect that this struggling little resort on some no nothing world would be the heart of it all. Vic grimaced at the thought of the possible agent. Whether there was one or not, he couldn't take that chance. Carter had to act as if there was a TC Agent so now he was frantically preparing to put on the show of his life. Vic took a deep breath and look back at the pilot.

"Ok, as soon as the stuff for the resort is unloaded, get going. " he said. "I don't want to cause any extra attention by having you hang around longer than normal. I'll take Pete and Tom out to the cave to check the rest of the 'cargo' ".


Several hours passed as the freighter was unloaded and the contents stowed away in the resort's storage building. During this time Vic busied himself about the resort putting up the image of a respectable spa owner preparing for guests. To the women that now made up his resort staff they merely thought his urgency was due to the need for everything to be perfect before the important group of guests arrive. The six women were unassuming in their roles of housekeepers, cooks, and athletic staff. They believed totally that the resort had been caught by surprise by off season guests and they were hired as quick, temporary replacements for the vacationing regular staff. As the individual women settled into their quarters and began to go over schedules and the like for the coming week, Vic worked with near-frantic speed, trying to prepare for the possibility of an investigation. He could afford to have no hint of wrongdoing visible. Vic collected his ledgers and stacks of cash, boxing it up. He'd take his records and personal (and illegally undeclared) valuables to the cave where the bulk of his smuggled goods were hidden. They'd be safe there. In place of his real ledgers he planted falsified records for the inevitable clandestine search the customs agent would undoubtedly make. Lastly he unlocked his desk drawer and double checked that his pistol was loaded before placing the weapon in the drawer's false bottom and locking it again. Finally, he surveyed his office, deciding it was as ready as it would ever be. Vic poured himself a drink then pressed the P.A. button on the intercom and spoke.

"Pete. Tom " he said, his voice faintly echoing across the resort. "Report to my office immediately. "

Vic Carter bounced in the front passenger seat of the small crawler as it rose over the rocky hill a few miles from the small resort compound. Two burly men accompanied him as they neared their destination. Tom, the driver, was a lanky man with a black goatee and wavy black hair. As the resort's cook he was passable, but he was also the best second-story man Vic new. Behind him sat Pete, a hulking man who was responsible for the maintenance at the resort. Pete had a face a mother could love... if she happened to have a thing for hitting people in the face with a shovel. Flat nosed and split-lipped, Pete looked like he had a permanent scowl on his face. The women shied away from him but Vic didn't keep him around for his looks. Ex-military and brutal he was the consummate enforcer; Vic's right hand. The crawler weaved through a few sparse, but exotic trees as Tom pulled up and parked at a large cave, partially obscured by vegetation. The three men got out and walked towards the entrance, Pete carrying a small, semiautomatic carbine. Vic entered the cave, his hand instinctively grazing a wall panel. Several lights around the cave came on, illuminating the scene in a twilight glow. Dozens of crates and containers of varying shapes and sizes lined the walls of the caves. Drugs, weapons, restricted electronics, data packets, even some endangered foodstuffs. Here was Vic's true business. No matter how illegal something was, someone somewhere would be willing to buy it. Vic would get such items unseen by the prying eyes of law enforcement to the ones willing to pay handsomely for his efforts.

"What the hell is that? " asked Tom as they stepped deeper into the cave. On a small rise along one wall was an enormous crystal. Well over six feet long and three feet in diameter, the faceted crystal was a translucent black. The three men walked closer to the crystal, not quite sure what to make of it. Tom reached out and touched it, rubbing his hand back and forth lightly on it's faceted surface. A surprised look came over his face and he stopped, holding his hand still.

"Hey, " he said, "does... does this feel warm to you? " Vic and Pete moved closer and placed their hands on the large crystal. It was indeed warm. Not overly so, but definite.

"Jake told me when they found this thing it looked like it had been floating out there for years. " said Vic with a twinge of confusion in his voice. "Even for as long as it's been planet side, this thing should be still be ice cold... certainly not warmer than this cave. " Tom peered closer at the crystal. He blinked and looked again. He couldn't believe it. Almost absent mindedly he reached back behind him.

"Hey... uh... hand me that flashlight. " he said, not really talking to either of the men standing with him. Vic looked behind them and picked up a portable lamp off a tool covered crate, handing it to Tom. Tom fumbled with the lamp for a moment then pointed the beam into the crystal as he brought his face inches from the surface and attempted to look inside.

"Holy shit! " breathed Tom. Deep in the crystal was... something. Tom stared into her face trying to comprehend what he was seeing. He didn't have time to comprehend much else, least of all his own death as Donna opened her eyes. Vic and Pete jumped back in surprise as Tom convulsed with a muffled scream. Tom's face was half buried in the crystal which rippled and flowed like smoky gelatin. He beat his fists against the liquifying crystal, which splattered droplets to the ground. Hardening as they fell the pieces bounced like marbles around Tom's kicking feet. Suddenly there was a sickening wet crunch. Tom shuddered violently then slumped still across the crystal. Vic and Pete didn't breathe as they stared at him. Tom slid off the crystal and fell limply to the floor. Vic looked at him then immediately turned and vomited behind a crate. Pete couldn't help but stare in disbelief. Tom's face was gone. From where his chin used to be up to his forehead, there was nothing but a concaved mass of pulpy flesh. Freed from its normal restraint of flesh and bone, a single remaining eye hung loosely in the seething cavity that had been Tom's face. Movement mercifully forced Pete to look away from the horrible scene. What he saw was just as incredible.

A young girl of about eighteen or nineteen. She was looking at him sitting on top of the crystal, dangling her legs as nonchalantly as if she were sitting on a wooden fence in the country. The girl was nude and her firm breasts were small and in proportion to her petite 4'11 " frame. These details, though pleasing were lost on Pete as he was noticing other more gruesome things about her. Her neck and chest, including her aforementioned breasts were streaked with blood, leading up to her chin. Her lower jaw looked like a mass of putty horribly misshapen and oversized, but it seemed to be receding back into shape. The taste of bile came to Pete's throat as he realized the petite blonde's impossibly sized mouth was chewing... presumably on the bones that had a moment before been his friend's face. The 'girl' hopped off the crystal, swallowing as her face became that of a rather attractive, albeit bloody teen. Slowly regaining his senses, Pete began to fumble with his rifle. By the time he had raised his weapon the girl had closed the distance between them. With surprising strength she grabbed the barrel of the gun in her left hand, pushing it to the side. At the same time, Pete shuddered as the girl drove her right hand into his stomach and up into the burly man's ribcage. Pete gurgled blood just once then became limp and lifeless, still held up on the girl's arm.

The girl let the man fall right where he died, turning with no further concern back to the crystal. As she walked closer the crystal shard began to soften an move, becoming a bubbling liquid shape. Drop by drop then in thick streams the crystal flowed through the air to the girl, pulled to her by some unseen force. Most of the crystal seemed to be absorbed into her body but some began to pool randomly along her skin. While this was happening the girl began to transform. Her hair erupted into long, wild mane while the petite blonde's skin became blood-red with streaks of black and white. She shuddered once and with sound of crunching bone she suddenly grew to a height of nearly eight feet tall. The girl's muscles ballooned with power and her small young breasts grew to a healthy Double D-cup size. Before her small, puffy breasts had pale silver-dollar sized aureolas. Now the flesh around her thick nipples where the size of small saucers, deep and dark. Finally, as the black crystal that had been pooling about her body were solidifying to form random plates of thick armor, a dozen thick phallic-headed tentacles sprang from various parts of her body, their tips sheathed in black crystal, making them razor sharp and deadly. With a gurgling growl of satisfaction, Donna-Guardian was reborn.

Vic cowered behind several large crates, white with fear. He couldn't comprehend what had just happened. He was too terrified to even run. Suddenly, tentacles wrapped around the crates and tossed them aside like so many toy blocks. Vic stumbled back and fell, screaming like a frightened child. His scream quickly died as Donna-Guardian slowly walked forward until she was towering over him.

"Let's you and I have a little chat. " she said wickedly.


The ship slid through the quicksilver of foldspace much like an insect running across a mirror. She wasn't large, only capable of carrying a dozen passengers or so plus cargo, but she had the angled sleekness of a warship, even if those angles were rusty and in need of repair. The ship was an older military vessel which, like a hundred others, were sold as surplus to the private sector after the last Expansion. Originally the ship's service designation was the Prometheus. She was a fire support vessel charged with coordinating targeting data for the larger capital ships. Now relegated to a privately owned commercial transport, the ship had been renamed Firedancer, though from time to time the owner would refer to her as....

"You Heartless Bitch!! " cursed Nikolai Stavros as a half turn too far with his wrench caused a gout of oil to spray from a conduit. The owner of the Firedancer growled with frustrated aggravation as he struggled to put a vacuum patch over the stripped valve. His ship was a trustworthy vessel, but at times Nikolai felt that the 'routine maintenance' was nothing more than a constant struggle. Still, for a ship that has seen vacuum for twenty years she was holding up well. The muscular spacer crawled to the railing and swung out of the crawl space onto the main engineering deck. Dripping oil and other lubricants onto the metal flooring he walked to a cabinet. Inside were several towels and more than a few clean shirts. After peeling off his grimy top, the black-haired spacer wiped his face with a towel.

"Essential engineering equipment. " he mused sarcastically as he donned a clean shirt. At least they'd be in foldspace for another day or so. Nikolai would have time to finish up before they reached their destination. It certainly wasn't his normal cargo run. A group of Con-Am V.I.P.s headed for a small world among their mining concerns leased from the governmental Colonization and Exploration Bureau. At first it was an oddity to him that a resort would not only be way out in the middle of nowhere, but that it was also part of a Con-Amalgamate Industrial Cluster. After talking to some of his passengers, however, Nikolai discovered the reason. The small planet was originally surveyed for its Tungsten deposits and leased on that basis. The world was habitable but too remote for any administrative outpost, so when the mines played out the moonish world was just an unused bit of extra space. Con-Am put it up for sublet. Probably the reason it was far cheaper than leasing outright outweighed it's backwater location, so someone picked up the lease and put a resort there. Under Leasing Charter, however, Con-Am was entitled to access to facilities constructed on Con-Amalgamate leased worlds. Normally that rule is reserved for emergencies... repair facilities and the like. Since, however, the pageant was held a group of Con-Am subsidiaries, and the contestants were employees of those subsidiaries, and the resort was on a Con-Am leased world, it was 'natural' for them to invoke that 'privilege'.

Suddenly a warning klaxon began ringing through the ship. Startled by the sudden alarm Nikolai looked up suddenly, banging his head on the open cabinet door. As he grabbed his head in pain he bumped the tool rack, causing several tools to clatter to the floor and into the pool of oil at his feet, splattering him once again. Spitting curses he staggered to the engineering hatch and out into the hallway in a broken run to see what new emergency is looming for him and his ship.

Nikolai vaulted up a short flight of stairs, pulling himself along with the railings to the main crew deck. Slowing down to a trot he tucked in his soiled shirt as he joined his passengers. Half a dozen women stood at the end of the hall, buzzing amongst themselves about what's going on. In various states of dress, several of the girls were bleary eyed as this was in the middle of sleep period. Standing in the center of them was a voluptuous blonde who was dressed as if she were about to go to celebrity party. She did not look happy.

"Oh Christ! " he cursed in frustration as he shut off the alarm from a panel on the wall. "What is it this time?! " The blonde looked at him for a few moments in silence to convey her contempt for the man. Her arms were crossed in front of her, mashed against her impressively large, and obviously implanted, breasts.

"Well, Captain, " she spat. "the same thing is the matter that is always the matter. I have yet to be moved to more suitable quarters. My station demands respect from lessers, and you would do well to remember that. " Nikolai sighed and rubbed his temple in preparation of the headache he was expecting in a few minutes.

"Look, " he began, "In the last twenty four hours I've moved you three times. There are no more available quarters on the ship. I've given you latitude as I've tried to be a good host, but that only goes so far. " Nikolai turned to leave then caught himself.

"Another thing. This alarm is for emergency situations, not as your personal call button. We have two more days in Foldspace so you're going to make do with what you have. You're a beauty pageant contestant, not a head of state... and for the record, you may be First Runner-Up, but that still means you lost. You're not only not more important than any of these other girls, in my opinion you're much less because you also happen to be a fuckin' bitch! " The angry spacer turned and walked down the hall before the furious blonde could reply, but that didn't stop her from trying to get in the last word.

"Someone like you is obviously at home in a pig sty like this but you can count of a formal complaint will be registered as soon as we get to the resort! " she screeched. Nikolai simply waved, not looking back as he went down the stairs at the end of the hall. The rest of the girls broke up from the ugly scene returning to their rooms, more than a few whispers of 'bitch' followed them.

Only one girl stayed behind. A petite strawberry blonde named of all things Pixie Goodbody stood smiling at the angry girl. To the other girls' knowledge Pixie had never been anything but insufferably happy. The word 'perky' seemed to have been invented solely for her. She wore a t-shirt for a nightgown which did little to hide her nineteen year old body, complete with it's own assortment of soft curves. She carried an overly cute stuffed animal which she held out to the fuming blonde.

"Marla, I know long trips can make even the nicest person a little cranky. If you're not happy with your quarters you're welcome to share with me! " she beamed, holding out her toy. " The 5'9 " blonde looked down at the 5'0 " ray of sunshine, knocked the stuffed animal out of Pixie's hands, and stormed back into her quarters.


"God I hate that bitch. " muttered Nikolai as he stood in the steaming shower, trying to work the tension from his muscles and the dark thoughts from his mind. "I'll admit she's got the hottest body money can buy, but how in the hell did she make it to first runner up?! "

"We girls feel t'was because she fucked de judges. " purred Monique behind him, her thick accent a tribute to her island heritage. Slowly the dark beauty slid her chocolate-colored hands over Nikolai's back and began to massage his stiff neck. Nikolai growled a sigh back to her as her hands untied the muscular knots. Another muscle began to react as she pressed closer to him, her pouting B-Cup breasts nuzzling into the small of his back. Crimson lips began to kiss away more tension in Nikolai's neck until he suddenly turned and took the girl in his arms. The spacer kissed Monique deeply and laughed.

"God help them! I wouldn't fuck her with a stolen dick! " he grinned. "It's sad to say it's a wonder she didn't win that way. " Monique laughed back, purring a little as the man's hand found it's way to her pert breast.

"No it isn't. " she replied, cooing at his fingers as they drifted back and forth across her sensitive nipple as it swelled to hardness. "Ahhh... De deciding judge didn't like girls! " Nikolai laughed as he hugged his lovely shower mate.

"Ha ha... I bet that chapped her ass! " he said as he began to kiss down Monique's neck.

"Mmmmmm, yes she was furious. We were... oh God baby, yes right there! We were so glad she didn't win. " replied Monique between exclamations as Nikolai's hand moved down her athletic stomach to rest over her dark triangle of curls. "Naturally we each wished we had won, but the girl dat won t'was a real nice girl so we're ha... happiiiiiiiiiiiiiiiiii!! " The lovely girl shuddered into an unexpected orgasm as Nikolai's fingers worked magic. Her knees went weak and she clung to him as she shook with ecstasy. The two lovers kissed deeply as the steamy water splashed over them. Deep into the kiss Monique held Nikoli tightly, wrapping her toned leg around his hip. Nikolai shifted a little at this opportunity and moved his hips forward and up. Monique shuddered and moaned in charnel bliss as he slid inside. As the two lovers wrestled hip to hip, they kissed voraciously, as if it were the only way to find nourishment. The lovely black girl rocked tightly against Nikolai and he in turn rolled his hips in wide circles, thrusting his hard member into her again and again and again. Nails dug into his muscular buttocks, urging him to go deeper, faster, while Monique's diamond hard nipple seared in Nikolai's palm.

They fought in ecstasy, their moans and cries of pleasure tangible plumes of lust in the steamy shower. Finally the battle was won, but both claimed victory as they shuddered as one. Purring with affection they kissed and cuddled caresses. Getting out of the shower the pair dried each other off between kisses.

"Mmmmmm, right now I don' care that I didn't win. " sighed Monique. "I'd much rather be here than on the tour of public appearances the winner is on right now. " Nikolai slid up behind her, cupping her soft breasts with his hands. She sighed again and pressed against him.

"I'm sort of glad you didn't either. " he smiled. "I only hope you have as much fun at the resort as we are here if I do say so myself. " Monique laughed as she leaned back into him. Laughing with her and taking Monique in his arms, Nikolai carried the lovely girl to the bed.


Some hours later Nikolai kissed Monique quickly, playfully feeling her tit as she ducked out his door. It was well into the middle of the night and he was ready for sleep. The lovely black girl was near insatiable as they enjoyed each other. He was exhausted. She smiled at him and kissed him back just as quickly.

"You won't tell anyone we...... " she blushed as she looked up and down the empty hallway.

"Of course not love. " replied Nikolai. "You're something I want to keep to myself. " After a couple more 'good-byes' the ship captain shut the door and staggered to his bed, falling back on it breathlessly. He hadn't been laid like that in a long time. Suddenly his job of catering to a bunch of VIPs was looking up, It wasn't long until he was soundly asleep. Unfortunately, it wasn't much longer after that until a knocking at his door woke him up. The knocks chipped away at his sleep like knives on a block of ice. Finally he had enough presence of mind to answer.

"Yes? What is it? " he called out, too tired to get out of bed. The door opened and he covered his eyes, not ready for the light of the hallway. Sleep or not he knew the silhouette of a woman when he saw one. Of course that was an easy guess. He had no crew so at least he knew it was one of the compliment of females that made up his passengers. Still this particular silhouette was definitely a woman. Slim waist. Hands resting on ball-bearing hips. Hair cascading onto shoulders and the unmistakable swell of breast framing her ribcage. The door slid shut and the woman walked to the side of the bed. Touching a control at bedside she brought the bed-light to a soft glow. Nikolai rubbed his eye as he looked up.

"Madison? " he stammered. "What.....? " The stunning girl stood over him wearing nothing but the sheerest of negligé. From head to toe her body was an animalistic black-and-white zebra pattern. A mane of white hair perched wildly on her head as her ice-blue eyes nearly shone in the dark at him. Madison worked for a company called BIOCOM. The members of the Queen of the Stars pageant were all individually sponsored by companies of the same Con-Am group. In fact each girl was an employee of the company she represented in the competition. As a member of the BIOCOM corporation Madison was no different. Their biotechnology labs had turned her into a living advertisement for their services. All the work was cosmetic, of course, but the deep-layer organic skin tattoos made the exotic girl look as if she were born with them. That, combined with her impressively sexy body, and Madison was a sight to see.

Without a word Madison untied the bow to her babydoll lingerie. The thin material did nothing to hide her firm 38 DD breasts, but as the diaphanous cloth fell away, Nikolai couldn't help but swallow hard. Even though her employers had given Madison a wildly animalistic makeover, they didn't enhance her shape. Her body was 100% all natural woman. The way Madison's breasts rolled ever so slightly in time to her heavy breathing told Nikolai that and much more. The fanciful beauty pulled back the bed sheet. Nikolai was only wearing pajama bottoms and Madison wasted no time in pulling them down. Nikolai lay there dumfounded as Madison climbed into bed, straddling him. Her gyrating hips were quickly reviving his weary member as she looked down at him. Grabbing Nikolai's chin, Madison leaned close as she continued to grind her pussy against his tumescent organ.

"Tell no one! " she growled. Before he could answer she kissed him, her tongue probing white hot with urgent passion in his mouth. Finally breaking the kiss, Madison leaned back and pulled Nikolai's head to her bountiful chest, burying it there.


Vic yelled as he sailed through the air splintering several crates by his landing. He tasted his own blood and began to crawl away as he felt Donna-Guardian's clawed hand on the back of his neck. Seconds later he was crashing into another stack of crates twenty feet away. Donna-Guardian, on the other hand, was pleased her chat with Vic was going so well. It did her good to finally be able to limber up after her long hibernation. As she walked towards Vic again he held up bloody hands in surrender.

"Please I give!! " he coughed. "I'll tell you anything you want, just don't hurt me anymore! " Donna-Guardian walked closer growling with distaste at his weakness, but finally spoke.

"Where am I? " she demanded to know.

"Beta Iridani. " the bloodied smuggler stammered. "Just a little place out in the middle of nowhere. "

"Then why are you here, human? " she spat in return.

"I have a small resort here. I use it to cover my smuggling setup. " said Vic too scared for any pretense as he motioned towards the smashed crates of priceless, but now ruined contraband.

"A resort? " the woman-monster asked. "How many others are here? "

"Only a dozen or so. Keeping a low profile and all. " said Vic trying to smile weakly through a couple loose teeth. The Guardian's eyes flashed red as she asked the next question.

"Women? " she probed.

"A... a little more than half. " stammered Vic uncertainly. "We just brought them here to fill out the resort staff, they're no threat to you. " Donna-Guardian laughed at this which sent poisoned icicles up and down the man's back. She looked down on him again.

"You have a ship? " she asked in a growl.

"Yes... n... no. " fumbled Vic, catching on his words. "It's gone making a run, but it'll be back in three weeks. " The smuggler looked up and tried to struggle to his feet against a crate. "But another ship is coming. Be here in a couple days. "

"How many on board? A military vessel? " she demanded. Vic shook his head.

"It's just a company ship. I don't know how many on board. " he replied. "I got stuck with a bunch of beauty pageant contestants for a week. The ship is bringing them. "

"More women. " chuckled Donna-Guardian wickedly as she walked around the cave in a slow circle, her deadly tentacles floating about her like a hellish entourage. Once again she turned to face the battered criminal making a sitting motion as she did so. Below her black crystal flowed up like a fountain out of the ground, solidifying into a large throne-like bench as she sat.

"I may have use for you. " she said. "Obey me and you will live. Betray me and everyone on this world will die. Do you understand? " Vic nodded quickly and humbly.

"Yes... yes. Anything. " he said. "I'll do whatever you say. "

"Good. " Donna-Guardian growled. "Now, go back to your resort, and quietly bring some of the women back here to me. " A tentacle flashed out from the Guardian to stop just underneath Vic's chin, the deadly crystal tip barely grazing his Adam's Apple.

"Tell no one of my existence. " she commanded. "Betray me and I will kill you first, but you will die last. Do you understand? " Vic gulped feeling the point of the razor sharp tentacle at his throat. He nodded in agreement wordlessly as he did his best not to soil himself again. He failed.


Nikolai woke painfully in the morning with more than a few bruises. He couldn't remember what all Madison had done to him but he was sure it was illegal on several worlds. Painfully he got out of bed and set about dressing, hoping to get through the process with little or no permanent damage. He had woke up late and it was nearly noon before he made it down to the lounge to check on how his guests were coming along. Coming. His body sent a throbbing pain through his loins and an ache in his neck to remind him not to mention that word again. Nikolai cycled the hatch and entered the lounge where his lovely passengers were finishing lunch. As he bit the inside of his lip to walk straight towards the coffee pot Monique covertly blew him a kiss while Madison stared at him while suggestively wiping her mouth with a napkin. The other girls smiled and greeted him and Nikolai smiled and nodded as best he could in return. 'At least that bitch Marla was no where to be seen' he thought. He certainly didn't feel like dealing with her right now.

"Oh Captain... " said a voice behind him. The color drained away from him slightly as he turned to face her. Fortunately, it was the Pageant Coordinator, Ann Perkins. She was a tall redhead, but smartly dressed and proper with her hair up and her face framed with glasses. When Nikolai first saw her he couldn't help musing that she was a corporate decision: The coordinator should be below the standard of the contestants. Next to the girls she was escorting Ann looked a little frumpy, but even though her blouse and skirt ensemble, respectfully corporate as it was, they did little to hide that she was as shapely as the contestants she worked to manage, Nikolai surmised she could be damn sexy if she'd let herself. Until that time, however, Ann was strictly business.

"As we'll be arriving at our destination tomorrow I'd like to go over the itinerary for the time we are at the resort. I know you have no direct responsibility with that but procedure dictates that you know where we will be and when. "

"That's fine. " said Nikolai, hiding his fatigue as best he could. "I'll run though it with you before we land. "

"Good. " answered the coordinator. "I know even though you decided to sleep in this morning I'm sure you have plenty of things to do so I'll let you get to them. Nikolai forced a smile at the thinly veiled notes of displeasure for his lack of attention to the morning duties. Ann turned to walk away then looked back at him.

"That reminds me. " she said, smiling too sweetly. "Pixie made French Toast for breakfast. You're out of milk concentrate, eggs, and fire retardant.


Vic Carter's heart pounded in his ears, drowning out the occasional question from the three women as to where they were going. As he drove the small vehicle up the rough trail towards the cave in the hills his mind was wild with the events he now found himself a part of. Whatever this woman-monster was it was clear he was a dead man if he didn't do what she said. A chill ran down his spine as he thought she'd probably kill him whether he did what she wanted or not, but if he played along perhaps it would give him the time he needed to get away. Vic quietly thanked God for letting him keep enough presence of mind to lie about not having a ship. It was small, but it was fast. He had it hidden twenty miles away in one of the old mining fissures. If the authorities were ever discover his operation, Vic in no way wanted to be trapped with no means of escape. Now, ironically he wished for a raid. Regardless, if he was going to make a break for it he'd have to bide his time and wait until the right moment. He certainly didn't want to end up ripped apart like Pete and Tom.

Vic glanced into the mirror of the crawler to look at his passengers. Sheila brushed her short blonde hair out of her eyes as they traveled along. In the back seat of the tracked ATV sat Megan and Nikki. Megan was tall and shapely, with long black hair, and curves that were barely contained by her maid's uniform... curves which bounced and shimmied in response to the crawler's less than smooth ride. Nikki was a maid just like Sheila and Megan, but with her auburn hair in a ponytail and her chestnut eyes framed in glasses she looked like she'd be more at home driving guys wild on a college campus. The three maids were young and beautiful, and had no idea of the fate in store for them. Truthfully neither did Vic, but he hoped it wasn't anything like what had happened to his men. Vic has seen men die before, a couple at his own hand, but even so he felt like he was taking three pretty little lambs to slaughter. Presently the crawler crested the hill and rounded the bend where the cave was hidden in the bushes and scrub.

"We're here. " he said, shutting the vehicle down and climbing out. The girls, beginning to show perplexed concern on their faces, reluctantly followed him.

"What are we doing out here? " asked Megan, "I mean, you asked us to help you with something and you're the boss, but this is the middle of nowhere.

"It's just right in here. " said Vic. "Come on. "

"Mr. Carter, " spoke up Sheila, "Can't you please tell us what you want us to help with. You have to admit this is a little weird. "

"You can say that again. " murmured Vic as he led the girls into the cave. The girls looked about the boxes and crates puzzledly as they went deeper into the dimly lit cave.

"What is this? " asked Nikki. "Supplies for the resort? Why all the way out here? Why didn't you just... Aieeeeeeeeeeeeee!!! "

Nikki's questions abruptly ended in a piercing scream as they rounded a corner. There in the bloody sand were the mutilated remains of Pete and Tom. All three girls screamed in terror and began to back away. When they could tear their gaze away from the horrible scene they looked at Vic in horror. It was evident the girls thought he was the one who had done such a thing and now planned to murder them as well. Before Vic could attempt to calm the girls with some hasty lie about a freak accident, tentacles lashed out from the darkness behind the women. As one the lovely girls thrashed and screamed as the slimy members coiled around their bodies. Megan was knocked to the ground as tentacles coiled tightly around her legs from thigh to calf. Nikki was on her feet but the hideous members were wrapped tightly around her waist, pinning her arms to her sides. Sheila's petite frame was lifted off the ground entirely by the attacking tentacles as she struggled wildly like a terrified marionette. Donna-Guardian's eyes flared red as she stepped out of the shadows.

"Well done, human. " smiled Donna-Guardian evilly. Vic looked away which made the woman-monster laugh mockingly.

"Oh don't be modest. " she chided. "I'm sure these females would be happy to know you made this meeting possible. " Sheila, Nikki, and Megan continued to scream and struggle against the tentacles, but they also looked at Vic in terrified astonishment. The man didn't return their gaze. Donna-Guardian looked at the luscious young women in her clutches as a need that had been denied for far too long welled up within her. Ever since that first moment when Soth-Guardian had killed and absorbed that lecherous weakling of a human those years ago on board the Magellan, overpowering lust not only coursed through a Guardian's veins but was genetically ingrained into every cell of their being. Now after three years in hibernation that hunger would be satisfied and once again would the task of breeding a Guardian army be under way. Tentacles unsheathed thick phallic heads and as one attacked the helpless girls while their screams and Donna-Guardian's wicked laughter echoed throughout the cave. Vic covered his ears and wept.


Donna-Guardian laughed and laughed, giddy with evil glee as her tentacles raped the three women with brutal abandon These were actually the first women she had ever taken and she was reveling in the wealth of new sensations. Back on Earth when Peggy-Guardian transformed Donna into what she is today, Peggy-Guardian had immediately put her in stasis. Wisely so, for Donna-Guardian's crystal cocoon was able to be placed on the hull of the rescue shuttle. She escaped the nuclear fire that claimed Peggy-Guardian and the rest of her forces. But because of that Donna-Guardian hadn't tasted the sweet fruits of a human woman. Until now. To have a desire ingrained into one's very genetic code satiated was pleasure beyond description and Donna-Guardian was lost in the frenzy of it.

Megan writhed and moaned on the sandy floor of the cave as she was fucked by Donna-Guardian's powerful tentacles. The lewd members coiled around her arms and legs, pulling her into a painful spread-eagle position. Megan's raven hair was tussled and wild as she shook her head as she screamed. Her olive skin was tear streaked and flushed as the pounding of the tentacle in and out of her tight young pussy caused her to buck and uncontrollably in near constant orgasm. The lovely girl's 36D breasts were each divided by the low, curving tan line of the immodestly small bikini top she evidently had a habit of wearing. The tan line just crested her richly colored nipples. The girl's budding nubs of flesh were rosy-brown with well-pronounced aureolas that were enticingly crinkled and almost mahogany in color. As the girl writhed at the mercy of the relentless rape her full, firm breasts heaved and rolled, making those same nipples rise and fall like two tiny ships lost on an angry sea. This deliciously lewd allegory was not lost on Donna-Guardian and on either side of the girl rose two tentacles, like serpents from that same charnel sea. Their tips split apart in a spray of blood and slime to form mouth-like suckers. The serpents fell upon the ships, devouring them.

Nearby Nikki screamed and cried against her own assault. The beautiful girl was on her knees but held upright by the tentacles wrapped around her arms, which were forced above her head. Tatters of her maid's uniform were strewn all about her but while what remained of her skirt still clung to her waist from there up she was nude. At 38D, Nikki's breasts were larger than her friend Megan's, but her nipples were softer in color and not as pronounced. Donna-Guardian enjoyed them just the same, lewdly kneading and squeezing the soft globes within a tentacle that wrapped around them in a tight figure-eight. Down between the girl's legs was where the real attack was taking place. Three thickly phallic headed tentacles competed for the succulent fruit they found there and Nikki's body were wracked with spasms as one by one they thrust again and again into her tight, young cunt. Again and again the lovely girl was forced to orgasm. Nikki's wailing moans were music to the Guardian's ears. Throughout this brutal assault, Nikki's ponytail and glasses somehow had managed to remain intact, though the lovely girl's glasses were fogged with tears. It gave the helpless maid a look of innocence that Donna-Guardian savored with an evil relish, fucking the girl harder and harder with each thrust of her tentacles.

Poor Sheila was suffering worst of all. She was held in the air by Donna-Guardian's tentacles, but she was being attacked by nearly all of the woman-beast's remaining members. The petite blonde's body was nearly completely obscured, looking as if she was submerged in a tank with dozens of lewdly aggressive eels. Occasionally one of her hands clawing at the air, or legs, or pert young breasts would emerge from the writhing mass only to be grabbed by a tentacle and pulled inside. The only thing to escape was the lovely girl's muffled screams and moans. Any tentacle with the opportunity thrust into Sheila's mouth, forcing the girl to suck it off in a hellish blow-job. Below the torrid scene, tentacle slime and sexual juices fell to the cavern floor like rain.

"OOOOOOH!!!!! Unnnngh!! Oh...oh! YES!!! " The screams rose above the lewd cacophony of moans, screams, and slurping wet sounds of pistoning tentacles. This, however, wasn't one of the poor girls being raped, these cries came from Donna-Guardian herself. The woman-monster was leaning up against the cave wall in ecstasy. She had no idea the sensations she was feeling from the rape of the three girls would be so intense and it was driving her to a frenzy. Her clawed hand squeezed one of her pendulous breasts urgently, pinching at her thick nipples until blood flowed. One of her own tentacles was fucking Donna-Guardian's pussy in deep, hard strokes, while her other hand rubbed frantically at her engorged clit. Donna-Guardian's eyes rolled back and their red light shone through her eyelids as her intense masturbation coupled with the feel of the three girl's tight pussies as she fucked them. Finally, it was more for the monstrous female to endure and she exploded into orgasm. Donna-Guardian shuddered and bucked as she came hard. Waves of pleasure coursed through her, shattering her senses. All around her was light and sound as she came in waves. The three girls screamed as well as Donna-Guardian's orgasm crashed down upon them as well. Wave after wave of alien seed pumped into spasming pussy and moaning mouth. Those tentacles without and orifice to abuse whipped about wildly, shooting thick ropes of the Guardian's cum all over the helpless trio's bodies.

After a time Donna-Guardian had calmed and as she composed herself she let her victims slide from her tentacles to the ground in cumsoaked heaps. Nikki and Sheila had found the mercy of unconsciousness, but Megan was in a fetal position where she hugged herself and sobbed. Idly, Donna-Guardian wiped the excess cum from a few of her tentacles off on Sheila's tender breasts and then barked for Vic Carter to enter the cave once more. The man came in shakily trying not to look at the girls who had held him in trust such a short time ago. When the attack began he stared in disbelief, until finally it was too much for him and he retreated to the crawler. Too afraid to run, and too afraid to stay he huddled in the front seat with his hands over his ears. When he heard Donna-Guardian call for him it was all he could do not to fire up the crawler and make a break for it, but he knew he would probably have been dead before he made it over the hill.

"You would do well not to keep me waiting! " spat Donna-Guardian impatiently. "I'm going deeper into the cavern to secure a lair. " She waved at the girls lying at Vic's feet.

"Bring them. " she commanded.


Nikolai walked down the corridor rubbing his neck wearily. He had busted his ass all day with the normal maintenance of the Firedancer, hampered by the many needs of his passengers. On the bright side, except for one or two minor things, his maintenance was complete. He felt like he hadn't slept in days, and was certainly looking forward to sleeping tonight. It hadn't helped that he got a late start from oversleeping in the aftermath of Madison's sexual equivalent of a mugging. Normally he would have been thrilled about the action he'd been getting. Any man would, and he was more than happy to hear his only passengers were to be a dozen gorgeous young women. Theories put into practice, however, seldom are what one expects. The sexual marathon he had participated in last night was more than he could handle. Fortunately, his lovely passengers have turned in for the evening and he too was on his way to his own bed. Or so he thought....

"Oh Captain! " came a lovely voice behind him. A chill started to go up his spine, but was too tired to make the journey as he stopped. Turning around he saw two of the contestants at their door waving to him. It was Renee' Mineaux and Yurika Fujita, the pageant's second and third runners up respectively. An embodiment of the French ideal of elegance and beauty, one would think Renee' was a fashion model. In reality she had brains as well as beauty, representing the genetics company Laboratoire Bio de Fabrique as a Chemical Analyst. Her companion represented the information conglomerate Koroshiya Publishing, where she worked in the editing department for Corporate News. They had graciously agreed to share a cabin, especially after Marla's prima-donnish displays over her own quarters.

"We're having a problem with the ventilation, could you look at it please? " Renee' asked smiling. "We'd wait till tomorrow, but we don't think we can get to sleep unless you help us. " Forcing a smile, Nikolai waved back and walked back down the hall. Several minutes later Capt. Stavros was pulling his head out of an open access panel.

"I don't see anything wrong ladies. " he said "Just what is the problem? "

"Il fait trop froid... " smiled Renee' slipping into her native French. "Uh... it's too cold in here. I'm always freezing. " Renee' stepped forward and with a lick of her lips took Nikolai's hands and put them onto her breasts. "I'm so cold you can even feel my nipples through my robe! " Nikolai stood shocked as the gorgeous girl squeezed his hands over her small, soft tits. Her nipples were like nail-points, but as the girl moaned and trembled Nikolai had doubts about it being from the cold.

"Oooohhh!! " purred Renee' as she moved Nikolai's hands in circles over her diamond-hard nubs. "Ce se sent si bon! It's so cold I'm shivering! " Behind Renee' Yurika grinned broadly.

"Well I think it's too hot in here. " she said, peeling off her shirt to reveal her own firm breasts: full, round globes that defied gravity, with hard nipples surrounded by a modest amount of creamy tan aureola. "I can barely stand to wear anything at all! " Nikolai felt exhausted and every muscle ached, but even so his own body began to betray him as the bulge in his trousers began to get tumescently bigger. He struggled to find the words that no man in his right mind would use. Words to tell these two gorgeous, horny women he was turning them down. As he opened his mouth to speak, however, Renee' leaned in, sealing it with a passionately probing kiss.

"Oh oui! " purred Renee', breaking the kiss. "Keep me warm with your body mon Capitaine! " Renee's roommate moved in and took a different approach while the diaphanous French beauty assaulted Nikolai with urgent kisses.

"Oh God it's so hot in here! " panted Yurika lustily, squeezing one of her own tits, rolling the nipple between her finger and thumb. "How can you wear those clothes? You must be broiling! " The lovely asian smiled wickedly as she fell to her knees and began to tug at Nikolai's belt. As his trousers fell to Nikolai's ankles so did his balance. With giggle and a shove from Renee', the weary captain fell back onto the bed. Almost immediately Yurika leaned forward, her 36 D-cup breasts smothering his knees. In one motion the lovely girl pulled down Nikolai's briefs and swallowed his hardening cock into her mouth as it sprang into view. Nikolai gasped a sexual groan as he felt his weary cock harden from the intense suction alone. While Nikolai's shaft disappeared time and again past Yurika's lips, Renee' was offering the entertainment of a seductive striptease as she slowly took off her robe. The French girl was flawless. She was slim and athletic, and while her 34 B-cup breasts were two sizes smaller than Yurika's they were perfectly proportioned to Renee's angelic frame. Even nude, or perhaps because of it, Renee' had the look of refined elegance. Cooing French affections, she slid into bed with Nikolai, offering one of her soft breasts to his stunned mouth. As the sweet taste of Renee's nipple and the kissing and licking of the head of his cock Yurika was offering him filled his senses, Nikolai surrendered. One hand pulled Renee' closer while his other reached out to cup and squeeze one of Yurika's pendulous breasts. Slowly the carnal fog descended onto Nikolai and the next hours were seen in a sexual haze. Hungry mouths licked at his cock. Nikolai's mouth licked at quivering pussies. Yurika moaned and yelped into orgasm as he fucked her from behind. Renee bounced breathlessly on his shaft as Yurika sucked at her friend's tits while she sat on Nikolai's face, his tongue buried between the asian's silken pussylips. Nikolai had came as well... more than once. His cum-filled cock gushed jets into each girl's tight pussy and once into Yurika's moaning mouth. Each time he thought he couldn't continue, but the women were insatiable and soon after he came, Nikolai had found himself stimulated into performing yet again. Finally, he felt the fog of lust lifting yet again....

"Oh oui mon Capitaine! Baisez-moi!! " cried Renee' as she came, pleading with Nikolai to fuck her. The gorgeous French girl writhed underneath him as Nikolai's cock slid in and out of her spasming pussy again and again while Yurika fingered herself to her own orgasm as she licked at them both between Nikolai's legs. Nikolai's back and legs were in painful knots, but Renee's tight cunt gripped him like a vice as she came... urging him to fuck her harder... deeper.

"Oh fuck! " moaned Nikolai as he shuddered hard. Once again he orgasmed, filling him with pleasure and pain. Renee' squealed in ecstasy as she felt his hot cum shoot deep into her. Yurika cried out in an other orgasm as she finger-fucked herself, desperately licking at pussy and cock for a taste. Summoning the last of his strength Nikolai pulled out of Renee's pussy and fell back on the bed. The two women cooed and sighed in pleasure as she slid up on either side of him, stroking him and each other gently while trading kisses all around. By the third kiss, Nikolai was already asleep.


Vic squinted in the dim red light as he carried Sheila wrapped in a blanket to the small section of cave where the monstrous Donna-Guardian had instructed him to put the three women. Strange fist-sized crystals filled Vic with wonder as they floated impossibly in the air at each corner, giving off the crimson glow that filled the cave. Nikki and Megan were already there lying on the sandy floor, moaning and whimpering in an unconscious stupor. Vic could only guess what nightmares they were having and wondered if they were worse than what that creature had forced them to endure. He laid Sheila's limp form down with the other two and turned to look at Donna-Guardian who, in the glow from the crystals, looked even more sinister.

"Good, human. " growled the woman-beast. "Now, leave me until first light tomorrow. Act among the other humans as if nothing is different. Remember, any treachery and your death will be most... special. " Vic felt a mixture of relief and fear wash over him as he was issued the commands. He risked a glance at the three women.

"What about them? " he asked.

"They are no longer your concern. " replied Donna-Guardian matter-of-factly. "Now go! "

Vic left cave quickly, looking back, half expecting the creature to change her mind and kill him on the spot. He started breathing again when he was driving the crawler some distance away down the hill. Once at the resort he took care of tasks there in a daze, his mind reeling after his recent experiences. That night he didn't sleep. He just sat in his office holding his pistol weeping. He was ashamed he didn't have the courage to take it and go after Donna-Guardian, but he was crying because he didn't have the courage to take it and use it on himself. Sunrise took forever to arrive and at the same time came all too soon. As his unknowing staff still slept, reluctantly he began the journey once more to the cave. When he arrived it was strangely quiet. For a brief instant he hoped that the monster had left, but as he crept deeper into the cave he heard of all things laughter coming from inside. Rounding a corner he saw an area lit with those alien crystals as before. In the corner Donna-Guardian was kneeling at small mineral spring welling up from the cave floor. She wasn't drinking, she was voraciously eating handfuls of clay from around the spring while chuckling insanely. She must have been eating for hours, as Vic could see her stomach was distended even from where he stood.

"Would you like fries with that? " murmured Vic in disgust. Suddenly there was a growl from his left. Coming out of the darkness were three glowing slitlike eyes. Three Guardians came into view, hissing and growling at Vic, their own deadly tentacles raised.

"Jesus!! " yelped Vic, falling backwards against the wall. The new Guardians weren't as big as Donna-Guardian, but they seemed to be even more alien. She still retained some human features. These monstrous humanoids did not. Horrible lampreylike mouths growled and spasmed under their single eyes as they moved closer to him, claws bared and crystal tipped tentacles poised to strike. Vic was sure this was the end for him, when Donna-Guardian casually waved a hand at the creatures. Hissing, the three Guardians slowly backed away until they were once more enveloped in darkness.

"Good morning Vic. " said Donna-Guardian almost pleasantly, her mouth and face covered with clay like a child who had been left alone with a chocolate cake. "I see you met my children. "

"Your.... " blinked Vic, forcing himself to look away from the darkness at Donna-Guardian. A look of horror seized Vic as he grasped the meaning and now noticed nearby were the gruesome remains of the three lovely maids he had sacrificed to the monster. Vic immediately turned and threw up.

"Charming. " chided Donna-Guardian. "But your human rudeness is of no matter. This unexpected find has put me in a very good mood, so not only am I going to let you live, I'm going to reward you for your efforts up to now. " As Vic wiped the bile from his lips and looked around there was a clinking sound as something landed at his feet. Vic blinked in surprise as he bent down to pick up two handfuls of the payment. Diamonds. Uncut but enormous. The smaller gemstone was easily dozens of carats. What he held in his hand was nearly the value of his entire stock of contraband. He looked back at the Guardian in wonder. Once again she was eating handfuls of clay.

"You... made these? " he asked.

"Yes yes. " the Guardian-woman replied between mouthfuls. "Before the Treachery I was the best of my Race's artisan. The crystals are easy to form when you know how. Don't worry, they're authentic. They'll even stand up to your distorted standards of value. " The smuggler looked away in disgust, pocketing the gems just the same, his greed winning over his fear... for the moment at least.

"Now, " she said, finally turning from her feast, wiping her face as one clawed hand rested on her engorged stomach. "We have work to do. "

The next several hours for Vic Carter was as a man at hard labor. Donna-Guardian forced the aging smuggler to dig out the spring with pick and shovel, deepening and widening the area, packing the clay up on it's sides until the area was a shallow pool about mid-thigh in depth. Then the monstrous woman commanded Vic to fill crate after crate with the clay and load it onto his crawler. Fearfully obedient, Vic did as he was told, and as he dumped out the contraband from the crates, Vic quietly lamented over the illegal treasures before he carried the empty crates deeper into the cave. Once those crates were full he took them to the resort, hiding them in the storage building before returning to the cave with as many large watertight containers as he could find. Whatever Donna-Guardian had in mind for all this, Vic couldn't say, but it was better than being torn apart by these hellish creatures so he completed his tasks as quickly as he could. When he returned to the cave he had a few empty fuel drums and several smaller water containers. Grunting with effort he carried them into the cave. There he was met with the disgusting sight of Donna-Guardian vomiting liters of a pinkish slime into the pool he had created. Around her, Donna's Guardian children were gorging themselves on the mineral rich clay as she had done. A few moments after Donna-Guardian finished her regurgitation of the clay-turned slime, she too reached for more of the gray earth and began to eat.


Like glowing liquid poured into a ship-shaped mold, the spacecraft slid out of Foldspace and solidified into the Firedancer. Off in the distance was a jewel, a glowing sphere of light that was slowing becoming a small world as the ship moved closer and closer to it's final destination. Nikolai flipped a switch on his command chair, sending the images of the planet to the lounge's entertainment screen, where his passengers could watch from their space-entry couches. At least Renee' and Yurika were in bed with him to wake him up on time this morning... even if it was only three hours after finally getting to sleep.

"Welcome to normal space and welcome to Beta Iridani, ladies. " spoke Nikolai into the intercom trying to manage the most wide awake sounding voice he could. "We still have a couple hours before we reach orbit and begin our descent so feel free to freshen up and make sure you're baggage in in order. I hope you enjoyed the trip here. I know it was a... memorable experience for me. " Several of the contestants smiled knowingly to themselves while back on the bridge Nikolai wiped his brow stifling a cold shiver which wasn't from the medical cold pack resting in his lap. Nikolai rubbed his eyes wearily as he looked over a map of the area around the resort. About a hundred and fifty miles away was a series of small lakes that bordered a valley. He could set down there after offloading his passengers and enjoy some rest and relaxation of his own. Perhaps even get in a little fishing. And best of all, he thought as he readjusted the cold pack to a less tender area of his loins, no sex.

Captain Stavros shifted uncomfortably then busied himself with the remaining flight-tasks he had. Several minutes later the course was laid in and the Firedancer was cruising on autopilot towards a low orbit over Beta Iridani. Nikolai leaned back and yawned enjoying the moment's peace and quiet, when the there was a buzz at the flight cabin's door. He sat up, tossing the spent cold pack into a nearby waste tube and made himself look busy.

"Come. " he said. The flight door cycled open to reveal Pixie standing there smiling happily. The strawberry blonde bounced into the cabin, which seemed to be her standard mode of travel, her pigtails dancing merrily behind.

"Oh COOL! " she exclaimed looking out the broad front glass of the flight cabin. The girl leaned deeply over the forward control panels in order to get a better look outside. Nikolai swallowed hard. Pixie was wearing a pair of shorts and a stylish shirt, but one that only went to her midriff. Bending over as she was gave Nikolai an impressive view of the girl's shorts painted on to her youthful ass and her firm breasts hanging braless under the loose top. There was no doubt in Nikolai's mind that while Pixie was the youngest contestant of the pageant and acted even younger, the nineteen year old was definitely NOT a little girl.

"Ahem. " Nikolai coughed nervously. "Was there something you wanted, Pixie? " The girl turned around, her smile vanishing which was an odd look for her.

"Oh right. Yes Captain there is. " she said. "I know this trip has been rough on you with all your work and Marla being mean to you... and me... uh... well, setting fire to your kitchen. I'm sorry about that,...but the french toast was really good! " she added hastily smiling.

"That's fine Pixie, " Nikolai smiled back. "No harm done. "

"Oh good. " Pixie beamed her smile returning. "I just know that it's hasn't been fun for you and I'm sure you've been tired and cranky yourself so I wanted to say thank you for any of us who haven't. "

"I appreciate that. " he smiled. It did feel good to get some recognition. "You're a very sweet girl. " Pixie smiled back at him.

"You know. " she said grinning. "I have a good cure for someone who's tired and cranky. " Without another word the lovely girl immediately dropped to her knees and began to unbuckle Nikolai's trousers.

"Pixie!? " stammered the Captain. "What are you doing?! " The girl smiled and finished opening his pants. Then, wrapping her hand around his overused penis, Pixie started enthusiastically jerking him off as she happily explained. Nikolai gritted his teeth and winced.

"Oh, it's OK. " she assured him. "Back in school I'd do this for a neighbor boy whenever he had a bad day. " She smiled brightly before giving Nikolai's tender head a couple of wide licks, like he was an ice cream cone on a hot day. Pixie stopped for a moment, cocking her head quizzically.

"You know, " she said. "Come to think of it... he sure had an awful lot of bad days. " The thought left her with a smile and a perky shrug, then the lovely teen's mouth gleefully swallowed Nikolai's member. The Captain looked down at the strawberry blonde pigtails rising and falling over his cock and quietly wept.


It was late morning when the resort's radar array picked up the ship on final approach. About half an hour later the craft came appeared over the hills and did a wide sweeping turn before bringing it's nose up and engaging it's landing thrusters. As ships go it wasn't big, only about thirty meters long, but it's still big enough when it lands right in front of you. Vic took a step back as the Firedancer slowed and gently touched town, belly-landing on it's wide, flat keel. As the ship vented spent coolant and powered down it's engines, Vic glanced nervously over his shoulder. Donna-Guardian stood with him, perfectly disguised in a maid's uniform. The transformation from girl to monster was shocking enough, but when Vic watched her revert back to human form it was almost more than the smuggler could believe. This version of the monster looked older than the original girl they had found, perhaps in her mid twenties instead of late teens but gone was the crystal armor and tentacles, her blood red skin as well as her towering height. She seem to be quite and ordinary woman, though she still retained some of the voluptuousness that Donna-Guardian had, though, and her maid's uniform was tight enough to prove it. Donna-the-maid stood there smiling warmly, which to Vic's knowing eyes made her seem all the more evil. Vic looked back at the spacecraft, thinking of what was in store for the unwary passengers inside. He also thought of the remainder of his staff and the horrors they were enduring at this very moment. Last night when Vic returned to the resort, Donna-Guardian and her hellish entourage was with him. While the members of his staff slept, Donna forced Vic to give her a tour of the facility. The resort's Spa was to her liking, and the containers he had taken to the cave, now full with the pink slime the Guardians had been disgorging all afternoon were carried there and used to fill the three large hot tubs to be found there. Once the tubs were full of the goo, Donna-Guardian nodded to her minions and they disappeared into the Resort. Vic could guess where they were going, and moments later terrified screams of the remaining female staff confirmed his fears. Shortly after that the Guardian's returned with their captives. Vic tried to turn away, but Donna-Guardian herself grabbed him and forced the man to watch as the three women were carried into the tubs of slime and raped. The monsters raped the girls every few hours or so over and over all night long. Between the rapes they women were tied to the railings in the hot tubs. Vic could still hear their begging sobs asking him for help, but he... couldn't. After a few hours the women started laying the first of the Guardian eggs: soft, football sized packets. After each laying, the monsters would fall upon the exhausted women once more raping them, impregnating the helpless girls... forcing them to produce more of the hellish eggs. By morning there were more than a half dozen of the abominable capsules.

After a few minutes the Firedancer had grown quiet. Then, with a hiss the airlock cycled open and as the sound snapped Vic out of his worried musings, the landing ramp extended to the ground. Vic's mind screamed for him run for the ship, begging for them to take him and his staff off this planet, but he was frozen to the spot. Vic longed to run, or at least warn the people coming to meet their doom, but with Donna-Guardian standing right there he knew he'd be dead before he made ten feet.

A muscular man with short black hair and a ragged expression came down the ramp, stopping at the bottom. Behind him came a smartly dressed redhead followed by the rest of the passengers. Until the redhead turned and started taking pictures of the girls coming down the ramp Vic wouldn't have been surprised if she was one of the contestants. He surmised it most be the Perkins woman that the itinerary listed as the coordinator for the vacation. The man at the base of the ramp turned and began to help the passengers step to the ground and to take their luggage from them, setting the bag to the side. Vic looked a the women as they walked smiling down the ramp. Each one was gorgeous, and despite it all Vic felt a pang of manly envy for the captain of this vessel. Vic watched, noting more than a few of the girls giving the man knowing winks and smiles as they passed. A Voluptuous exotic strode down the ramp. Wild white hair, and zebra patterned skin. She wore a cut-to-the--waist, see-through tunic for a top, and painted on jeans. Vic couldn't see where she put her hand but the way the man jumped Vic guessed she had squeezed just a little too hard. Vic couldn't help but smile. No wonder the poor guy looked worn out. When the last of the girls had exited the ship, the redhead taking pictures turned and walked towards him.

"Mr. Carter? " smiled the redhead as she put out her hand. "Ann Perkins, Pageant Coordinator. Thank you so much for making your resort available on such short notice. " Vic politely shook her hand and smiled. At least in his life of crime he had learned to become a good actor.

"Thank you for gracing my resort with such wonderful examples of beauty. " he smiled. "Present company included. " Ann smiled with a little hint of blush to her cheeks and glanced away.

"We were caught a bit off guard I'll have to admit, " continued Vic, "but I think you'll find everything in order.

"This way please, " spoke up Donna, motioning to the women to follow down a curving walk decorated in a Mediterranean style with flowers and the occasional statuette. Presently they came to a long, two-story building, which had been designed to provide the maximum comfort to it's inhabitants. It had a central section but off that there were blocks of rooms arranged in a staggered shape. Where one side had rooms the opposite side was open and planted with a beautiful flower garden. The second floor was the same, but alternating so it's rooms were suspended over the gardens and none over any lower rooms. From the outside each room could be seen to have wide, curving windows and staggered as they were, each room was promised to have a spectacular view of the resort.

"Now this is more like it. " said Marla as she looked with prima-donnish approval at their quarters and the rich scenery, though still she made sure to be in the front of the line so as to inspect the rooms as presented and snap up the one she deemed 'hers'. Regardless of Marla's attempt to ensure she got the choicest room, the other girls were quite happy with their own. Each room was in fact quite lovely and equally lavish. Donna led the group into the building as Vic thought 'like lambs to slaughter' and one by one each woman settled into a room of her own.

Back at the ship, Nikolai waved at the girls as they disappeared on the path and turned to Mr. Carter.

"Well, they're all yours. " he said. Vic chuckled as he could read the fatigue in the man's voice.

"Wear you out did they? " he asked with a lewd grin.

"Heh... well, let's just say the trip wasn't all what I expected. " replied Nikolai, handing the resort manager a datapad. "Here's my transponder location and frequency. I'll check in with you in about a week, that is unless something comes up and you need to contact me. " Vic looked at him puzzledly.

"You're not staying? " he asked masking his worry. Donna-Guardian was very interested in this man's ship. If he went away, Vic didn't know how the monstrous bitch would react.

"I need a vacation of my own! " laughed Nikolai "I'll only be about a hundred miles away at a lake I spotted coming in, but if the trip here was any indication I'm going to need all the rest I can for the trip back. I'm going to get some fishing in, some maintenance done, and use my bed for sleep for the first time in several days. " Vic forced a laugh.

"Well, I can't fault you for that. " he said.

"Don't worry, if something comes up and you need me just give me a call and I'll come right back. " said Nikolai, then he leaned in close. "But ONLY if you need me, 'kay? "

"Fair enough. " agreed Vic, shaking Nikolai's hand. "I wish I was coming with you. I really do. " The freighter captain laughed and headed up his ship's boarding ramp.

"Good luck! " Nikolai said with final wave. Vic grimaced as she watched the airlock door cycle closed. He knew he was going to need all the luck he could get.


"You let him GO?! " growled Donna-Guardian as Vic squirmed in mortal fear some time later in the resort's spa the woman-monster's hand tight around the man's throat.

"I had no choice! " choked Vic as he was lifted into the air, his legs kicking. His hands scrambled against Donna-Guardian's iron grip as he fought to explain. Around him were the stifled moans and yelps of his remaining maid staff, waist deep in the slime-filled hot tubs as beastly Guardians fucked them cruelly. At the edges of the tubs were growing piles of football sized eggs. The horror of the situation tumbled around the smuggler and he shook with terror as he strived to have enough strength to speak.

"I know where he is! " Vic bleated. "His ship isn't far, he just wanted some time to himself. He's going nowhere! " The angry creature dropped the man in a heap as she walked about the spa turned lair thinking her dark, evil thoughts. Then with a snap of her fingers she turned to face the cowering man. His blood grew cold as he saw two monstrous Guardians step forward. His heart stopped as Donna-Guardian pointed at him.

"You will take them to where this ship can be found. They will kill the man and you will secure the vessel for my uses. Again make no mistake, if my Guardians lose sight of you, they will hunt you down and tear you apart. " Carter paled at the thought and nodded compliance before scrambling to his feet and slipping out a side door followed by the two monstrous assassins. After he left, Donna-Guardian turned to one of the hulking creatures busy raping Vic's maids.

"Take that human to the breed pool in the cave and continue the egg production. " she commanded. "We have nothing to fear here, but neither did our predecessors. We shall not make the same mistake of localizing our forces. " The Guardian bowed to it's mistress and carried the exhausted girl out of the pool. Exhausted as she was, the petite woman found renewed strength at her being singled out, and struggled against the beast while giving futile cries of protest as she was carried away.


That afternoon the contestants explored the resort and frolicked in the swimming pool. Ann, the pageant coordinator busied herself with her camera, taking photos of the girls here and there for the company press releases upon their return. After the first dozen or so staged shots the girls were free to enjoy themselves and for the most part ignored Ann's camera. All except, Marla, that is. As far as she was concerned the camera was there to document every moment at the resort. Even her 'spontaneous' moments caught on film were well prepared. The First Runner Up aside, the lovely contestants had a very enjoyable first day at the resort. For such a backwater place it was quite luxurious.

A squeal from the swimming pool caught Ann's attention. A couple of the girls were playing 'keep away' with Pixie's bikini top. The topless nineteen year old laughed and jumped back and forth trying to grab her swimsuit, her pert 38C breasts bouncing to and fro. Ann grabbed several frames of the contest with her camera as Donna walked up to her.

"Looks like they're having a good time. " Donna said smiling, while secretly admiring the luscious curves set out before her like a banquet.

"Well, they certainly deserve it, " admitted Ann, "it looks glamourous but a pageant is a lot of work. "

"I can see that. " laughed the monster in disguise. "I wanted to let you know that dinner will be in about two hours. Mr. Carter regrets that he won't be able to join you this evening but if there's anything you need, just let me know and I'll take care of it. "

"Thank you. " smiled Ann. "I hope everything is all right. "

"Oh yes, " replied Donna. "Mr. Carter hates to admit it, but there are one or two things still not ready. He said he wanted to get those facilities in order before you and your party would need them tomorrow. He said he'd work all night if he had to. "

"Well isn't that sweet! I must say Mr. Carter looks after his guests that's for sure. " said Ann.

"That he does. I'm new here, but he strikes me as a nice man. " said Donna, her hidden lust coming to a boil within her. "Say, perhaps while your party is occupied, you'd might like to check out some of the resort? I'd be happy to show it to you. "

"You know, " said Ann, "that doesn't sound like a bad idea. I have enough pictures for now and I'm sure the girls would like to be out of the public eye for a while, and I could use a break myself. Lead the way! "


Nikolai wiped his brow and reached for another beer as he looked out at the sunset. He was already feeling better. He spent the day having horrible luck at fishing, but then he didn't expect to catch anything. The act of fishing was more of a mental cleansing exercise for Nikolai. Catching anything was secondary. Even as he put pole to water he guessed there was nothing alive in it. The 'lake' was nothing more than a waterfilled sinkhole or quarry left over from the mining operation. In fact a few pieces of rusting mining vehicles still lay parked on the other side. Indeed, the lake looked far better at altitude rather than seeing it for what it really was, but it was quiet and peaceful, and as gorgeous as they were, there wasn't a woman for miles.

Nikolai took a break from his attempts at zen fishing and was now on top of Firedancer, lounging in a deck chair underneath a beach umbrella he had erected near the main communications array. His spacer's jumper had been replaced by a flamboyant Hawaiian shirt and a pair of shorts, and as far as Nikolai was concerned he was on a beach, not on the hull of a thirty meter long spacecraft. Still, he hadn't completely 'gone native'. Nikolai was merely taking a relaxing break before getting back to work. The ship Captain had the antenna assembly exposed and was making a few needed adjustments. A freighter crew's work is never done and though he came out here to unwind, opportunities like doing outer hull work planet side were ones that shouldn't be passed up. That was the best way to take care of a ship, anyway. Go have fun for a couple hours to get it out of your system, then take a couple days giving the ship your full attention. Get the repair work out of the way and done, that way the rest of the time planet side can really be enjoyed, and the ship won't give the crew any surprises when it's time to leave.

Nikolai took one more pull from his beer can and was about to turn back to the job at hand when something caught his attention. That is, the lack of something. It didn't have much, but this small world had some fauna to it. Small creatures like scaly squirrels inhabited the nearby trees and all afternoon they called to each other with chittering whistles. Now it was silent. At first Nikolai thought perhaps it was due to the sun going down, but the cries didn't die off one by one. They all stopped at once. The sudden absence of them was noticeable. The spacer looked about warily, picking up a wrench. He tried to tell himself that who knew how these critters act. Their lack of racket was probably natural, but it didn't keep the hairs on the back of his neck from standing up. Cautiously, Nikolai took a few steps towards the edge to look down and see if anything was out there. Suddenly a flash of black and red erupted from below and a hulking Guardian landed hard on the top of the Firedancer a scant half-dozen meters away from the surprised spacer.

"WOAH! " exclaimed Nikolai as the fearsome creature looked at him, hissing evilly. The hideous creature raised several tentacles, each tipped in a deadly sheath of razor sharp black crystal and loosed them at the startled man. Nikolai backpedaled as the lethal members streaked towards him, but as he did so, he tripped over his beer cooler. Clumsiness had saved him. Nikolai fell, not only backwards to the deck, but through an open access hatch just as the tentacles were about to impale him. Nikolai landed hard onto the deck below the hatch, the wind knocked out of him while above the deadly missiles of flesh found their mark in the space behind where Nikolai had stood, biting deep into the exposed components of the communications array. An unearthly scream thundered as a shower of sparks rained down through the open hatch.

Nikolai struggled to his feet as the sparks continued and the lights in the ship began to flicker. His shoulder throbbed and his arm was numb as Nikolai backed away from the top hatch in fear. He hoped whatever the hell that was had either been barbecued or took the hint and took it's business elsewhere. The creature was nothing like Nikolai had ever seen before and it filled him with an unnatural fear. The Guardian outside was indeed dead; electrocuted by the conduits it had stabbed into, but Nikolai didn't know about the monster's companion. The ship captain took a tentative step towards the hatch when his blood chilled as he heard the hiss once more. Slowly appearing in the hatchway was the hideous face of the second Guardian. Clawed hands and tentacles grabbed at the sides of the hatchway as the creature entered the ship. Nikolai pounded his fist down on the hatch control but the damage to the electrical system had shorted that out as well. Immediately he turned and ran as fast as he could. A gruesome howl echoed down the hall as crashing footsteps heralded the monster giving chase. Nikolai's shoulder was on fire as he ran, and his head still pounded from the fall. His heart pounded heavier, however, and fueled by fear it drove the man to run faster for his very life. Behind him the Guardian crashed down the hall. It's bulk was hampering it, but the monster's tentacles compensated by grabbing piping or stabbing into doorways in order to pull the monster along faster. Nikolai ran down the corridor towards the engineering section. If he could make it there the pressure doors should keep that thing out, or if he had to there were tools in the section he could use as weapons. The Guardian, however had it's own weapons and those were it's deadly tentacles. The monster lashed out with these, their crystal tips sparking off the walls as they tried to impale the fleeing spacer. The engineering hatch was in sight and Nikolai raced towards it. Suddenly from behind more tentacles struck. One grazed his arm, sending the man sprawling as the other two stabbed deep into the control panels on the wall. Nikolai tumbled to the deck and did a crawling scramble through a side door.

"Shit! Shit shit shit shit! " cursed Nikolai as he backed up against the wall. He was in the port airlock. Above him were the door controls. If he could get the inner door shut or even open the outer one he had a chance to escape. He fought to get to his feet but froze as the Guardian turned the corner and filled the doorway. The hulking monster hissed evilly and raised it's deadly tentacles high. Nikolai turned his head and shut his eyes.


Dinnertime, and the group of contestants were enjoying their meal on the terrace overlooking the pool and flowered walkways of the resort. At one table Renee', Yurika, and Pixie sat, and at another , Monique and Cindy were chatting over their meals. Renee' and Yurika huddled close, exchanging knowing smiles during a low, intimate conversation while Pixie amused herself trying to make smiley faces in the whipped cream topping her dessert.

"I'm going to sit here, you'll need to move. "

Renee' and Yurika looked up to see Marla standing there, dressed like she was modeling a line of designer swimsuits and formal wear at the same time. Her 'swimsuit was a revealing conglomeration of the two. On one side of Marla's shapely body it was like a normal bikini... high waisted and hip-hugging and a modest triangle of fabric desperately trying to cover her nipple on her wide breast. The other side melded into a sort of gown... silken draperies covering that side of her body, scandalously sheer. It was a swimsuit that would never see water a day in it's life.

Yurika looked about. There were half a dozen empty tables all around... Marla was even standing by one.

"You're kidding, right? " she said. "Look Marla, it's been a long day, just sit somewhere and let this day end on a good note ok? "

"Well, then you'd better move. " smiled Marla poisonously. "The sunset is going to accentuate my suit and my features, and when it comes time for the pictures, I want the best spot. Now move. "

"Oh please. " lamented Renee' wearily. "We're on a terrace. Every table is getting the exact same sun. Just leave us alone. "

"My photos will be perfect. " sneered Marla. "The best sun and the best view is here, so as not to spoil the picture with... inferior subjects, it'd be less embarrassing for you to move. "

"Why you plastic-titted..... " Yurika was about to tear into Marla when she looked up at the form that had just come up behind the hateful woman. Marla read the surprise on Yurika's face and turned around. Madison had walked behind her and now Marla found herself face to face with the exotic woman. Only a few inches separated them, and the haughty blonde instinctively took a step back in surprise.

"Is there a problem? " said Madison in a low, dangerous voice. Head to toe she was intimidation personified. The zebra skinned beauty was wearing a revealing swimsuit starving for fabric. What material was there, however, was red, shiny, and adorned with buckles. It wasn't clear if it was a bathing suit, dominatrix costume, or armor. The other women suspected Madison used it for all three. Marla opened her mouth to reaffirm her status among the contestants, but Madison's piercing eyes drilled through any pretense. The terrace grew silent at the showdown, save for Pixie, who had not looked up and was now clapping to herself for successfully sculpting her dessert into a happy clown. Marla finally escaped Madison's stare and without saying a word turned and walked away. Not stopping, she continued on and quickly took the stairs down into the garden and disappeared from view. At the bottom of the stairs, Marla glanced back poisonously.

"I'll get you for that, bitch. " she swore to herself.

Back on the terrace, Yurika and Renee' were singing praises.

"Madison, darlin', " smiled Yurika, "forget zebra, you they should have given you tiger stripes! "

"Oui! " agreed Renee'. "You are so tough. I envy you. " Madison reached out and softly traced the French girl's chin with a sensuous fingertip, and Renee' caught her breath as if the painted woman's nail was razor sharp... indeed Renee' half expected it to be. Pixie looked up from her meal and beamed an innocent smile.

"Oh hi, Madison! " she bubbled. "When did you get here? Want some dessert? It's yummy! "

"You're sweet. " said Madison with a wry smile and Pixie blushed happily. The amazonian contestant turned and walked away, feeling the stares on her back from Renee' and Yurika. The two women watched her go with an uncomfortable excitement beating in their chests. Madison was exotic and forceful. Unlike any woman they had ever met, and the thought was unsettling to them. The zebra-skinned amazon looked back with another smile as they both looked away and returned to their meal nervously. Pixie waved.

Beneath her dangerous composure, Madison walked away with her own heart pounding in private exultation. Even though most of the contestants were her friends, it gave Madison a sort of satisfaction to know that they too were uneasy around her. To be honest, she enjoyed her power of intimidation immensely. Madison listened to the softly scandalous creakings of the straps constituting her 'swimsuit' as she walked, and the zebra-skinned woman remembered how it used to be. Before she was selected to be BIOCOM's spokesmodel she was anything but the commanding person the others saw before them. A year ago, Yurika and Renee' wouldn't have given Madison a second glance and would have laughed her off the stage if she had entered a pageant at that time. A year ago, Madison's life could've been described as insignificant. She was pretty, but dumpily overweight and terribly shy. She was good at her job, but didn't like drawing attention to herself so Madison's work performance didn't exactly stand out. She hardly ever started conversations and when she did talk it was quiet and apologetic. Out of the blue, she had been selected to be the Spokesmodel. Madison couldn't believe it. She was nothing like the beauties reserved for such a job, but that was entirely the point. BIOCOM wanted to showcase their products designed to be eye-catching... life-changing. Even her real name was tediously common. BIOCOM gave her the name of Madison to go with her new look. The company put the shy, unremarkable woman on an intensive fitness program and during those months they applied the distinctive subdermal tattoos. At first Madison was too timid to even say no to the project, but as she began to see results she found herself embracing her new body and her new look. People were noticing her, and her exotic features were intimidating to them. Madison reveled in this and found an assertiveness within her that didn't seem possible. Then, for the first time her life, men started noticing her as well. Madison's luck with men had been poor and rare, but now they flocked around her. No longer would she be attracted to a man and be too shy to even speak to him. Now, Madison could have whomever she liked, and she would take them like a sultan takes a harem girl. BIOCOM had turned Madison into a sexual predator... a beautiful and exotic force to be reckoned with, and Madison liked it.

After dinner most of the girls were lounging out by the pool enjoying the sunset. At the other end of the resort, however, one of the contestants entered the fitness room carrying a large duffel bag. Her name was Kathy. She was a lovely brunette, petite and athletic. In fact, compared to the other girls, Kathy was nearly the smallest girl of the group. The only girl Kathy was taller than was Pixie, and she squeaked by the strawberry-blonde's five foot tall height by a mere half-inch. Kathy took off her jacket, revealing a slim but very well developed body enticingly packaged in a gymnastics leotard. Surveying the room for a moment she set to work dragging to the side a few of the padded workout benches in the center of the room. When the area had been cleared to her satisfaction, Kathy retrieved her duffle and emptied the bag of it's contents. Half a dozen metal joints and a thick bundle of clear rods, each about a meter long and a few centimeters in diameter... about thumb thickness. Kathy set the pieces out before her and then with practiced skill began to put them together.

Donna walked down the hallway, stopping to brush a few locks of her blonde hair back into place as she looked into a wall mirror. She smiled evilly as she smoothed out the wrinkles in her maid's uniform. The torn fabric was easy enough to mend and it's previous owner wouldn't be needing it any more anyway. Donna was loathe to play servant to the human women, but at least for now the illusion had to be maintained. It galled her that she, Donna-Guardian even had to prepare a meal for the women, but as the resort staff was now busy in their new role as procreators of the new Guardian army, the monster-queen had little choice. Still, thanks to the knowledge in the host Donna portion of the Guardian's being, she was able to produce believable fare. No one suspected Donna-Guardian's identity or intent. So Gullible. Donna licked her lips in remembrance of the evil pleasure revealing the true nature of the resort's Spa to Ann. The human cow had no idea what fate was in store for her. The delicious look of terror in her eyes as she saw the resort's true maid staff at the mercy of the Guardians was matched only by the sight of Donna's soldiers falling upon the lovely pageant coordinator. Donna remembered wickedly the pleasing sound of tearing fabric and Ann's screaming moans as three Guardian's fucked her at once. She would have that pleasure again. Soon Donna would begin to rebuild her army and then she would exult as her Guardians brought justice to the human race, raping them a planet at a time. Outside the sun was going down and the shadows about the resort were growing longer. By now that coward Carter should be at the human's ship and her Guardians will be dispatching that unknown threat. Once the ship was secured then finally the worm of a resort manager would be no longer of any use to her. She would enjoy killing him. Suddenly her thoughts were disrupted by the sound of strange creaks and thumps coming through the double doors to Donna's right. Opening a door just a crack and peeking inside, Donna's eyes flashed red when she saw the source of the sound. Quietly, she slipped inside the room and locked the door behind her.

Kathy's skin glistened with a thin sheen of sweat as she worked out with practiced grace. The pretty brunette's body curved and swung around seemingly in midair as she went through her routine. For a time she danced back and forth hovering a few meters above the floor while Donna watched her unseen from the doorway. It took Donna a moment, but she realized the girl was being held aloft by a near invisible framework of rods. Transparent uneven bars. The Guardian in disguise's attention was drawn from this curiosity as she drank in with hidden lewdness the tight curves of Kathy's one-piece leotard and the surprising fullness of the girl's chest. Finally the lovely young gymnast launched into the air spinning and twisting into a perfect landing. The instant her feet touched the ground she was in the arms up landing position. Kathy stood there like a statue with only her full breasts rocking from the activity, rolling like globes of thick gelatin. Kathy's 36D breasts, while impressive, were an anomaly for a gymnast. Most girls who perform the sport are lithe and petite in that area. Kathy was anything but. Some of the more lewd coworkers at Kathy's company joked that the Board of Directors must have installed a complex system of gyroscopes in her breasts to keep them out of the way when she does her acrobatics. Kathy, however, knew better. She had studied gymnastics since she was a child. When she had blossomed into womanhood she became determined not to let her all too natural top heaviness keep her from a sport she loved. She stood there for a few seconds eyes closed and motionless when she heard something in front of her. Startled she opened her eyes and dropped her arms to her sides.

"That was wonderful! " smiled Donna, clapping. Donna stood against the wall near the double doors of the aerobics room. "You should be in the Olympics! " Kathy blushed and smiled.

"Thank you. I didn't know I had an audience. " she replied, a little embarrassed. "I'm not that good but thank you for saying so. " Donna smiled sweetly, taking a few steps forward.

"Oh you're being modest. You're really quite wonderful. I'm sorry to interrupt. I just need to do a little cleaning. I hope that won't disturb you. " said Donna, her gentle features hiding her evil intent.

"Not at all. I should be the one asking if I'd be in your way. It's getting late but I usually do a little workout before bed. I hope that's ok " smiled Kathy.

"Certainly. " assured Donna. "You're our guest. Feel free to do as you like. I'd love to see you do more anyway. " She looked over at the uneven bars set up in the center of the room. "I can barely see it, but what I can see of those bars sure looks flimsy. You must be light as a feather! " The young brunette laughed.

"Oh hardly. Part of my routine is to showcase the company image. " Kathy explained. "The company I work for and represent in the pageant makes all sorts of composite materials. The rods are a transparent ceramic with a core made of molecule chain; a strand of material made from a single molecule. Each of these rods could hold up a bus if it had to. "

"I see, " replied Donna, feigning interest. "I imagine it might even hold me up then. " Kathy laughed.

"Oh come on. " smiled Kathy. "You're in great shape! "

"Tell my mirror that. " laughed Donna. "Well, I'm keeping you from your practice. If I get in the way please tell me. " Kathy smiled and nodded while jumping up into her invisible frame once again.

"You'll be fine. " assured Kathy as she began to rock back and forth in midair. Donna began to move about the room, half heatedly wiping at benches as she watched Kathy out of the corner of her eye. The beautiful young gymnast began her routine again, gracefully twisting and curling around the ethereal bars like a leaf in the wind.

Kathy went through her moves fluidly as she had done many times before. Instinctively her hands reached out, grabbing the near-invisible supports unerringly; the result of countless hours of practice. Kathy smiled to herself as she performed. She loved the sport very much but it was more than that. In the company she was just an insignificant junior. Here on the bars, however, she was in control. Even the Board of Directors knew her name. Sure it was just a beauty pageant and she didn't win, but it was enough. Once you get noticed, opportunity follows. As the young brunette continued her exercises she saw movement out of the corner of her eye. Like images captured in a strobe light Kathy saw a single frame as she continued to loop and spin, looking that way as she came around the bars again and again. It took her several moments but as she continued her routine Kathy began to realize something was horribly wrong.

Kathy saw someone. <Loop!> It was the maid. <Twist!> The maid was standing there watching. <Grab the bar, flip!> The maid was standing there naked?! <Roll, swing!> The maid seemed to grow bigger and her skin was... red? <Grab, loop!> Tentacles?! Kathy nearly lost her grip as the images collaged into a picture her mind refused to believe. She stopped in mid-routine, hanging upside down by her legs facing the maid. The girl stared wide-eyed in disbelief. In the maid's place stood a monster. The thing was big. Muscles ballooned with power as thick tentacles sprung from her body and swayed back and forth. The monster was female. Breasts, high and firm on her chest were fleshy globes the size of melons each with saucer-sized aureola framing a thick nipple. A bustier-like cradle of black crystal cupped one breast in support while another plate of crystal draped over the topping swell of the monster's other tit. Likewise similar plates of black crystal covered random body parts in thick armor. As horrifying as this was, Kathy didn't start screaming until she saw the monster's face. The maid's lovely features were gone, replaced by a single slitlike eye of searing red over a jagged lamprey-like mouth. Donna-Guardian's tentacles lashed out and pulled the screaming girl from her upside down perch like picking a succulent fruit from the branch of a tree.


Nikolai flailed like a cat falling out of a tree and tumbled back as the airlock door behind him cycled open. Nikolai felt a hand on his collar and he was jerked backwards the rest of the way out of the lock. The Guardian bellowed with rage and surged forward, slamming against the airlock hatch as it sealed once more. A man's scream filled his ears and it took him several moments to realize the screams weren't his own. The dazed ship captain looked dumfounded as Vic Carter punched the hatch control switch on the airlock access panel. The inner airlock door slid shut, sealing the monstrous Guardian inside.

Nikolai looked up at the resort manager in surprise as Vic leaned against the side of the ship and breathed heavily... almost on the verge of tears. The space captain stared at him and stammered several 'who, what, how' half-questions and a few 'what the fuck!?' exclamations. After several moments Vic looked at Nikolai and slumped down next to him and began to tell what happened. Vic didn't care for secrets anymore. He needed release. He told Nikolai of his smuggling and other crimes. Vic told him of the first time he'd killed a man. A horrible end to a petty crime in Vic's youth. Nikolai sat and listened perplexed and frightened, constantly looking at the airlock door and hearing the dull thumps of the Guardian beating on the walls of his small prison. Vic continued to tell of his wrongdoings in a constant flood of confession. Finally he told of the discovery of the crystal and the freeing of Donna-Guardian and the horror she unleashed afterwards.

"You mean you left all those girls back there at the mercy of those... those things?! " exclaimed Nikolai finally, waving a hand at the horror trapped in the airlock.

"What the fuck could I do?! " snapped Vic on the verge of sobbing. "If you saw what these things... what they did. I had no choice! " Nikolai stood up and looked grimly at the resort manager.

"We have to go save them. " he said.

"Are you nuts? " blurted Vic. "You don't know what these things are like. For one thing they're breeding like rats! Who knows how many of those things are there now... we don't stand a chance! "

"And you're willing to leave those girl's to that?! Just what sort of chance do you think they've got? " yelled Nikolai. "We have to try! " Vic looked down at his hands. The were trembling. Slowly as if under great effort, Vic closed his hands... curling them into fists. The smuggler stared at his fists and took a deep breath then exhaled. He raised his head and looked Nikolai in the eyes.

"Ok. Let's take these fuckers. " he said, rising to his feet. "First thing's first. What do we do with this son of a bitch? " Nikolai looked into the small porthole of the airlock at the hideous Guardian. Still relentlessly attacking the walls and doors as it tried to reach the two men with murderous purpose. Without a word Nikolai turned to the control panel and entered a code. He took a step back and looked at Vic, then at a flashing red button. Grimly Vic walked to the panel himself. His hands still in fists he brought one down onto the button and stared through the porthole. The airlock began to hiss and the Guardian looked about searching for the source of the new sound. Vic continued to stare at the alien monster. As if suddenly realizing it's own mortality the Guardian renewed it's attacks on the doors and wall, crystal tipped tentacles sparking of the reinforced metal in frenzied attacks. Within moments the Guardian began to shudder, it's very flesh beginning to ripple and swell. The creature stiffened and bellowed an unholy scream, which was muffled by the heavy armored door of the airlock. A second later the scream was cut off and the porthole went red accompanied by a soft 'thump' on the pressure door. The airlock had been reduced to zero-pressure vacuum and both men stared in silence at the blood-coated window of the airlock, knowing that the nightmarish creature inside was dead. Without a word Nikolai turned and walked down the length of the ship and Vic followed him. Walking up the main entry ramp Nikolai and Vic entered the ship and continued down the corridor and onto a small access lift. Neither spoke as the lift carried them to the next level and Nikolai let the smuggler towards a door next to the bridge access hatch. The two men entered Nikolai's quarters and Vic stared in silence as Nikolai walked to a small closet to retrieve a shotgun and a belt of shells. Nikolai stood there and loaded it, then tossed the weapon onto the bed. The ship captain then turned to the wall. Vic could see in a framed display a massive military assault rifle. Big bore, energy fed clip, grenade launcher equipped. It was the kind of weapon used in heavy firefights. A real beast. Nikolai reached out and gave the ammunition clip a half turn. The entire display sank into the wall and slid to the side. Nikolai reached into the hidden place and Vic Carter heard the clinking of glass on glass and the pouring of liquids. Turning from the concealed bar he handed one glass to Vic. Nikolai let out a deep breath as he faced the aging smuggler.

"Son of a bitch, not again. " sighed Nikolai as he looked at his glass before downing the liquor in one quick gulp.


Pixie woke the next morning feeling vibrant and refreshed. She got out of bed yawning, peeling off her undersized nightshirt and tossing it on the bed. The random cartoon character on the front looked back at her with a placidly comic grin.

"Thank you Mr. Snuggles " beamed Pixie at a large stuffed toy peeking out from the bedcovers as she shook the morning tangles out of her strawberry blonde pigtails with her hand. "A perfect sleep after a perfect evening " Pixie stretched smiling in front of the full length mirror in her room, arms high over her head and back arched. A warm sigh and a bouncing shudder finished her stretch with a flourish, making her young C-cup breasts dance merrily. The sun was barely peeking over the hills as Pixie dressed for her morning run. The first thing she put on where a pair of bright yellow headphones and Pixie began to dance in time to the upbeat music naked and insufferably happy as she searched for the rest of her outfit. Soon she was wearing a cheery yellow bikini top whose small triangles of fabric covered her rosy pink nipples, but not much else. Her matching jogging shorts were form fitting and thigh length, leaving very little to the imagination. Pixie prepared to leave for her run as she zipped up her small jogging bag and clipped it around her shapely waist. Among the items in the bag was a bottle of water, two energy snacks, and a compact semiautomatic pistol, complete with explosive tipped rounds, a silencer and two extra clips. Transferring a kiss from her fingertip to the nose of a stuffed bunny on the dresser by the door, Pixie bounced out the door and happily down the hall.

Pixie stopped at a door and knocked on it. "Cindy? " she asked, "Hey sleepyhead, want to go jogging? Wakey wakey! " On the other side of the door, Cindy moaned in protest as she pulled her pillow over her head to mask out the knocking of her fellow contestant.

"God, doesn't she ever stop being so damned perky!? " muttered the half awake blonde.

"Go away " moaned Cindy, trying to burrow deeper under her pillow. Pixie smiled and knocked again expectantly. After a few moments of Cindy feigning death Pixie shrugged and bounced to the next door and rapped on it.

"Sarah? Come jog with me... Cindy's being a stick-in-the-mud. I know you want to experience this glorious morning... Sarah? " Pixie paused and listened at the door as faint sounds drifted from the other side.

"Ohhh,,,,,,Mmmmm... Uhhhnngg! " As Pixie began to recognize the muffled gasps and moans she blushed and giggled, putting her hand up to her mouth.

"Oh, uh... I'm sorry Sarah.... " blushed the strawberry blonde as she realized that she was interrupting Sarah's 'private time'. However, on the other side of the door, Sarah moaned louder as she writhed on the bed, her moans and cries muffled by a thick tentacles pistoning out of her mouth. Her tear streaked eyes wide and pleading as Sarah looked at the door, reaching for it in vain with an outstretched hand. Sarah screamed past the tentacle as another thick member grabbed her by the wrist and pulled the girl back down on the bed. Outside the door, Pixie blushed a deeper shade, grinning as the scream was misinterpreted as her friend lost in self-induced orgasm.

"O... ok, Sarah... uh... carry on! " stumbled Pixie grinning. Pixie left giggling, unknowingly leaving her friend to her fate.

The Guardian looked down at Sarah as she lay pinned in terror on her bed. Her nightshirt in tatters around her, Sarah struggled vainly as the beast's tentacles held her down on her bed. Her screams and moans muffled significantly by the thick member pistoning in and out of her mouth, Sarah watched wide eyes as the monstrous Guardian loosed more tentacles down onto her. Thick, phallic members coiled roughly around the raven-haired beauty's 34D breasts. Sarah tried to roll from side to side in an effort to dislodge the snake like members from her firm tits. Sarah's slime covered breasts rolled and heaved as she fought the beast's advances, her dark brown nipples thrown this way and that. The beast had crept silently in spite of it's bulk through the ventilation shaft early this morning as Sarah had slept. It seemed to her a lifetime away, but mere moments before, Sarah was sleeping peacefully, safely unaware that the horrific Guardian stood looking down at her. Sarah had been waken from slumber by the beast's thick tentacle shoving past her lips to stifle her impending screams. Now terrified beyond belief the girl fought for her life against the thrusting phallic tentacles of the Guardian.

Members coiled around her arms and legs, lashing Sarah to the bed. The tentacles coiled around Sarah's impressive breasts pulled at them painfully as the members' slimy heads dragged roughly across her tender nipples. Sarah continued to scream past the cock like tentacle she was being forced to suck as the Guardian's members explored her writhing body. The beast found what it sought and Sarah arched her back in a muffled wail as a thick phallic tentacle shoved past her pussylips and slide deep inside. Sarah shuddered violently by the assault. The Guardian took no notice... it spread her legs wider as the tentacle began to fuck her tender sex. Sarah's body, though held down by the powerful tentacles struggled this way and that, partly by the power of the member pistoning out of her young cunt but also by her hysterical attempt to free herself and escape. The Guardian merely growled deep in it's alien throat at this, driven on by it's evil desires. The beast fucked Sarah mercilessly. The Guardian used its members to gang-rape Sarah as tentacle after tentacle stabbed into her pussy. No sooner would a thick member pump a dozen brutal thrusts into her abused sex, it would pull out and be replaced by another tentacle, driving deep all over again. Now half conscious, Sarah sobbed around the tentacle fucking her mouth. Suddenly the beast shuddered, drawing a final scream from the poor girl. White hot seed exploded into her pussy and mouth as the Guardian orgasmed. Sarah could feel the beast's cum spraying on her from the tentacles holding her down and the frenzied orgasmic thrusts forced the final humiliation onto her. The sensations finally more than she could bear, Sarah screamed wildly in her own forced orgasm before finally finding release in unconsciousness. The Guardian looked down at Sarah's limp body. Without a sound it reabsorbed it's black crystal armor so as to move easily within the air shaft and silently slid inside. Deep in the air shaft, the Guardian sent it's tentacles into Sarah's room once more, coiling around her unconscious form and carrying her away in the direction of the Spa.


Pixie jogged up the hill overlooking the resort, her skin tingling in the chill early morning air. Her steps were quick and light, which made Pixie's breasts, straining as they were against her microscopic bikini top, bounce and roll this way and that. Once at the top the lovely strawberry blonde began to run a zig zag path across the rocky terrain. As she continued to run, Pixie began to add flips and spins to her movements, deftly avoiding obstacles with practiced grace. Pixie continued like this for at least ten minutes, until she stopped at a large, flat boulder. Breathing heavily the lovely girl took a long drink from her water bottle before splashing some of the cooling liquid onto her heaving chest. Then taking off her jogging bag, she began to unpack.

Pixie munched on one of her energy snacks as she carried several objects from her bag and placed them one by one on boulders or on the ground in a wide semi circle... each one about five to ten meters from the others. Back at the central boulder, the lovely teen looked at the objects. They were six inch tall action figures. Each one was a typical musclebound military man with a hateful scowl on his small, plastic face. Suddenly Pixie grabbed her pistol and with a mischievous grin leapt into the air. The girl's slim body twisted in a corkscrewing somersault and in the middle of the gymnastic maneuver were two small <Pop> sounds. Nearby two of the angry little toys exploded. No sooner had Pixie landed, than she leapt once more into several backflips in succession. With each flip there was another <Pop>, accompanied by successive action figures being blown apart. Pixie ended her maneuver by going into a one-armed handstand, her slim, athletic legs split parallel to the ground. In her free hand Pixie's pistol quietly dispatched the last two action figures with deadly precision.

Pixie came out of the handstand to rest once more on her two feet. She breathed heavily from the exertion, but looked at the destroyed playthings with satisfaction. Suddenly from off to her left she heard what sounded like a muffled cry. Pixie walked in that direction, not quite sure of what she heard. Before her was a small low place between two hills, like a wide, flat gully. The girl didn't see anything, but then she heard it again... a kind of yelp. Pixie searched for the source of the sound and her eyes were drawn to the mouth of a small cave. The girl made her way down to the cave and as she drew nearer the sounds became more and more regular. Moving cautiously through the opening, Pixie could hear muffled moans and screams of a woman coming from deeper inside. Pixie followed the sounds and entered a larger part of the cave where dozens of crates and boxes were stacked. Some where smashed, their contents broken and scattered. Pixie wondered what these crates were and what had happened here, but the sounds came from deeper in the cave still, and Pixie continued on. Up ahead, a red glow began to fill the passage from around a corner. Pixie peeked around the corner and her eyes went wide with what she saw.

There was a large pool of some sort of milky slime, it's true colors washed away by crystals which hovered impossibly about the chamber and flooded it with red light. Floating in the pool were several football size and shaped objects. A few of these lay out of the pool, broken and empty, but Pixie scarcely noticed these, for knee-deep in the pool stood a humanoid monster. Not only that, but with the hideous creature was a naked girl which it was raping without mercy. Tears ran down the girl's face and her yelping moans that Pixie had followed into the cave were distorted and wracked with painful sobs. Thick, slimy tentacles snaked around the creature, coiling about the woman and holding her fast. She too stood but she was bent at the waist and her arms held painfully above her head by the cruel members. Tatters of clothing Pixie recognized as the staff uniform worn at the resort hung from her arms, and more bits of ruined clothing floated in the churning slime. The girl's slim body and petite breasts were kneaded and squeezed by more tentacles and her screams were stifled by a lewd tentacle pumping in and out of her mouth. The monster's clawed hands gripped at the girl's hips as it drove it's thick alien cock into her again and again and again. Pixie couldn't help but gasp at the sight.

"Goodness! " she blurted. Even past the girl's moaning screams and the gurgling wet sounds of each powerful stroke stabbing into her tight cunt, the monster had heard Pixie's outburst and it's head turned to look at the intruder with it's hateful slitlike eye. Angry Guardian hisses spat at Pixie's inadvertent intrusion and four thick tentacles lashed out. In an instinctive snap Pixie brought up her pistol, and four thudding pops echoed in the cave. A fraction of a second later the heads of the four tentacles exploded into ruined ropes of flesh. The monster bellowed in pain and anger, dropping it's current victim into the slimy pool in favor of revenge. Out of the shadows several more of the creatures crawled into view, hissing in response. They weren't as big or as muscular as the one climbing out of the pool towards Pixie, but they were just as ugly. Outnumbered, Pixie turned to run, but another monster had appeared behind her. The creature lunged for her, but Pixie evaded it's grab by falling to the ground in a gymnastic splits. At the same time the lovely teen thrust her pistol up underneath the monster's chin and pulled the trigger. A chill raced up her spine as Pixie heard the loud click of an empty weapon. The hulking abomination looked down at her and growled with lecherous expectation.

"Aw, shoot! " cursed Pixie.


'This is so stupid!' thought Nikolai. The phrase kept echoing in his head. It was as if caused by the jostling ride of the crawler caused the thought to bounce this way and that in his mind. The crawler sped clumsily over the rough terrain as Nikolai tried to clear his thoughts and think of a plan to save the women at the resort... if it wasn't too late already. An hour ago the Firedancer left its lakeside home, went into a high apogee orbital arc and came down to land on a ridge ten miles from the resort. In the brief time the ship was out of atmosphere, Nikolai fired an emergency beacon. The ship captain looked at his watch as he now drove the crawler towards the resort. The beacon would be reaching the edge of the gravity well by now and would soon be pumping out waves of distortion in all directions. Any ship that was travelling in Foldspace within a Relative Parsec would pick up the beacon's signal and be required to relay the distress signal to the nearest military vessel. Such rescue beacons normally didn't alert the military, merely signal a general distress, but luck and Nikolai's laziness had worked in their favor. In her previous life, the Firedancer was a military vessel, and though all of her military equipment had been removed, one bit that was overlooked was the Survival Buoy. Having such a beacon was restricted and Nikolai could face stiff penalties for using it, and while he always meant to get the programming wiped and replaced with civilian data, he had never got around to it. If someone picked up the Survival Buoy's signal then a warship would be on it's way, which was exactly what they needed. Indeed Nikolai kept hoping to see the engines of a whole fleet arcing across the night sky, but he knew that wasn't going to happen. If they were very very lucky the beacon would bring someone in hours. Most likely though it would be days. That meant there would be no one coming to the rescue. If the women at the resort were to be saved it was up to Nikolai and Vic Carter.

The plan was simple. It had to be. The whole thing was too terrifying to worry about planning something complex. Still, Nikolai wished they had thought up something else. Of course what he really wished for was that Vic was here in his place, or better yet they were both in the Firedancer heading towards Foldspace and they'd let whomever finds the beacon deal with this nightmare. It chilled his blood but the space captain knew it could be neither alternatives. Vic had been at the mercy of these monsters already and he was in no way prepared to go back into the lion's den. As much as he didn't want to admit it, Nikolai couldn't just leave the girls to the mercy of those creatures either. Intellect told him that as dangerous as these things were the women should be sacrificed and he leave the planet entirely. He could alert the military and they could take care of this.

Nikolai shook his head. He knew these women. Intimately. He couldn't just desert them. Nikolai looked about the crawler. A few rollbars and a bit of dustshield but otherwise open aired. Inviting and defenseless. What he needed was a tank, but this was the only choice. He had to use the crawler to get to the resort then try to quietly get the women out before those creatures decide they've waited long enough. Nikolai looked up into the sky again. By now Vic should have the ship in orbit. That was the one place the aliens monsters couldn't get it, but it also meant that he and the women at the resort were stranded. He longed to be in the safety of his vessel... just land in the middle of the resort and call the women to him, but both he and Vic knew that was the one thing they couldn't do. Besides the fact the monsters would most likely kill anyone trying to escape, from what Vic told Nikolai the creatures were interested only in two things. The women, and the Firedancer. Odds are they already had the women, so the two men had to make sure they didn't get the ship too. So that was the plan. Nikolai would get to the resort and get as many women as he could out, while Vic waited with the Firedancer. When he got the girls a safe distance away (whatever the Hell that is) Nikolai would call Vic and he'd pick them up. He thought about the smuggler and whether or not he had the guts to hold up his end. Nikolai knew that Vic couldn't leave... Nikolai had disabled the Foldspace engines and locked the navigational computer, but he could stay in orbit. At least for twelve hours. That's how long Nikolai gave himself to rescue the people at the resort. If he didn't do it by then odds are he wouldn't be coming back so after twelve hours the computer would unlock and the Foldspace engines would come back online, and the Firedancer would have a new owner.

Nikolai crested a hill and immediately shut off the engine and slowed the crawler to stop. He was at the lip of a shallow valley. Wider than it was long, it stretched out on either side of the crawler, but that's not why he stopped. Down at one end, off to Nick's right, was a light. He knew he was getting close to the resort so Nick hadn't dared using the crawler's headlights for fear of being seen as he approached. Fortunately, Nikolai had a secondhand pair of light amplification goggles, but even with those he had trouble picking out the right way to go. Beta Iridani was small with no moon, so the nights were pitch black. In all that blackness, the faint red light was noticeable, and with the LI goggles, that end of the gully blazed like a beacon. Nikolai quietly got out of the crawler and crept around to the side of the vehicle. Reaching into the passenger seat he armed himself with the shotgun he had brought. From the look of it, Nikolai surmised this was the cave Vic Carter had told him about. Inside would be the old smuggler's cache of illicit goods, but it also could be full of those beasts. It chilled Nikolai's blood but he knew he had to check. He didn't want to face those creatures so soon... hell, at all... but he didn't want their escape route cut off either. If their plan worked, he'd be coming back this way with a truckload of women and the last thing they'd need would be a bunch of those things blocking their way. With luck, the cave would be empty and Nikolai might even be able to find a few more weapons among Vic's bundles of contraband.

Carefully, Nikolai crept down the rocky slope towards the mouth of the cave. So far so good. Picking his way with caution he made it to the entrance. Listening closely at the mouth, all he could hear was the thundering of his own heart. Gripping his shotgun tighter, Nikolai crept inside. Not far into the cave he discovered the crates of contraband just like he had been told, and Nikolai shivered as he saw the stained sand where Vic's henchmen had been killed. He tried not to guess what the creatures had done with the bodies. The light he had seen was coming from deeper in the cave and Nikolai moved towards it, letting the wide bore of his shotgun lead the way. As the space narrowed the light became more concentrated and began to overwhelm his Light Intensifier goggles, so reluctantly he paused to adjust them. His heart thumped a few beats faster as he put his gun down in order to deal with his goggles.

"Ohhh! " came an exclamation from around the corner. Nikolai nearly jumped at the sound of the woman's gasping moan. In flash he snatched up his shotgun and listened again. His goggles were only partially adjusted so Nikolai had to squint, but it'd have to do. He was not alone. Taking a deep breath he peeked very carefully around the corner. In the large area the light came from hovering crystals, and Nikolai was thankful he had adjusted his visor as much as he had. They pulsed like living things, shedding warm red light made green by his nightvision goggles. On one side of the room was the pool Vic had described the creatures making. Laying next to it were two women, naked and unmoving. One girl was on her back and between her legs lay a... an egg. Nikolai stared in pitied disbelief and revulsion at the ordeal the girls had experienced and the unnaturalness of the creatures producing their eggs via the women. There were more than a dozen of the football sized husks in the pool and more were scattered on the floor near the girls.

It was then he saw them. Three of the brutish monsters on the other side of the chamber. Around them were several smaller ones. Young. The creatures were huddled together and appeared to be resting. Hideous eyes were closed and inhuman tentacles intertwined among the mass of bodies, pulsing languidly. Nikolai wanted to turn and run, but as he had with each passing second he managed to win that battle within him. He knew he had one chance. Nikolai stepped into the chamber and held the trigger down while pumping the slide of his shotgun as fast as he could. The shotgun blasts thundered in his ears as the monsters' screams of pain and anger crashed among them. Tentacles lashed out in all directions, sparking against the walls as their deadly crystal tips blindly searched for their attacker. The creatures were caught in as constant a cone of deadly buckshot as Nikolai could muster and even as the surprised beasts were untangling themselves from each other they fell back one after one.

It took nearly a minute for Nikolai to realize he was pumping an empty shotgun. At his feet were scattered twenty empty shells. In front of him were three adult Guardians and a dozen immature ones dead and dying. Nikolai leaned against the cave wall while his knees regained their strength. He felt like passing out but at the same time a kind of exultation was filling him. As horrible as these damnable things were, they could be killed. That meant they had a chance. Nikolai turned to the two women. The sound of the short battle had stirred them but they lay there in a stupor moaning and whimpering pitifully. Nikolai kicked away the slimy egg between the nearest girl's legs and bent down beside her. Tears welled up in his eyes as he looked at the innocent face. No. Please not her. How could something like this happen to someone like her? The young blonde's characteristic smile was gone, her cheerful pigtails were slime drenched and matted against her face. It was like looking at a child's broken toy.

"Oh, Pixie! It's ok now baby. It's ok. " whispered Nikolai sadly. Cradling the girl in his arms, Nikolai sobbed as he held her close.


"No... Oh God... no not again... Please stop.... "

Ann protested weakly, unable to muster any more of a defense as she saw the tentacles snaking towards her once again. The lovely pageant coordinator had half pulled herself out of a slime-filled hot tub in the resort's spa like the exhausted survivor of a shipwreck. Time had lost meaning for the beautiful woman. It seemed like a tortured eternity when she had trustingly followed Donna-Guardian, disguised as a resort maid, into the monster's makeshift breeding chamber. Since then she had been raped over and over. Floating around her in the churning pool were the abominable results. More hellish Guardian eggs. Ann tried her best to crawl away from the nightmare, but the hulking Guardian in the tub with her sent his tentacles after her. Nearby, Donna-Guardian watched with wicked satisfaction at the woman's torment. Ann's body was lithe and strong, and her breasts were full and firm with saucer-sized aureolas, deep and pink. Lecherous thrill filled the woman-monster as she saw her offspring Guardian pull Ann close and settle her abused pussy once more onto it's throbbing alien cock.

In the other tubs, similar atrocities were taking place. The birthing slime Donna-Guardian had created from the mineral clay in the cave was churning in the hot tubs. In each tub also were one or more women... the unfortunate resort employees. With them brutish Guardians relentlessly fucked them all with evil purpose. In one tub, the pageant members Kathy and Sarah bucked and writhed helplessly in the grip of Two Guardians. Thick, meaty tentacles coiled around their luscious bodies, kneading and twisting their full, supple breasts cruelly while stiff alien cocks pounded into their tight young cunts without mercy. Nearby, Donna-Guardian stood among her Guardian soldiers, watching the wicked debauchery with evil glee. Looking over to the side, she gave an approving assessment to the growing pile of Guardian eggs. Her army was being rebuilt. Their cause of just revenge had suffered setback after setback, but here they would start anew. The Human Race would pay for their crimes.

Morning light was filtering in the skylights, flooding the spa with a reddish glow. It reminded Donna-Guardian of the sunrises on the Homeworld. Even though she had never been there, the genetic material of Soth was part of her, and so too were all of his thoughts, emotions, and memories. Even though Donna-Guardian remembered the beauty and joy Soth experienced, it was his pain and anger which fueled their cause. It was as fresh and consuming as the first moment Soth himself witnessed the destruction of his village. By now that slug of a human, Vic Carter, should have led her Guardians to the ship, which meant the ship was hers, and Carter and the pilot were dead. Donna-Guardian turned to look at her deadly offspring. Around her, the woman-monster's tentacles raised up and unsheathed their phallic heads as she licked her lips.

"It is time, my children. " she said to the waiting creatures. "Take them! "


Nikolai spent the last hour combing the cave system for more Guardians. Finally satisfied there were none lurking in some undiscovered shadow, he carried Pixie and the other girl to the crawler and wrapped them in a blanket from the emergency kit. Looking down he caressed Pixie's forehead with the palm of his hand and for a fleeting moment, a smile drifted up from the lovely teen's unconsciousness and she dreamily nuzzled the man's hand. Pixie's smile left all to quickly, however, and the innocent girl shuddered with a whimper. Nikolai looked in the direction of the resort. It was getting lighter. In the distance he could make out the dark edge of the hilltops, edged with the pale red of dawn. By the time he got there it'd be morning. Nikolai's hands gripped his freshly loaded shotgun, but not with white-knuckle fear as they had been before. Now they were flushed red with rage. There was no way in Hell he was going to let any more women fall prey to those bastards. He'd rescue them even if he had to rip apart those things with his bare hands. Nikolai looked at the girls one more time then returned to the cavern. With determined relish he swung the butt of his shotgun like an axe, smashing each and every one of the abominable eggs. After he had destroyed all that he could find, Nikolai made a quick search of the crates. To his dismay he wasn't able to find any more weapons, but he did find a crate of very rare, very stout whiskey. Whiskey like this was of a kind Nikolai could scarcely afford, but neither buying nor drinking was on his mind. Nikolai had another use for the spirits. Taking as many as he could carry, he emptied bottle after bottle over the pile of ruined eggs and then onto the mass of monstrous bodies. Taking the final bottle he fashioned a Molotov. Lighting it, Nikolai threw makeshift bomb into the hellish breeding chamber and watched it go up in flames.


The sun was just rising over the resort and the the warm glow drifted into Yurika and Renee's window. The gorgeous lovers were tightly entwined, arms and legs wrapped around each other's as the pair lay in contented slumber. The two women had hit it off from the start of the pageant. Friendship became lust. Lust became love. Now the two in that short time regarded each other as soulmates and were anyone to view the couple as they lay there sleeping in bliss, there would be no room for doubt.

A red light grew in the ventilation duct above them and it's owner cared little for the veracity of Renee' and Yurika's love. It didn't see them as a beautiful union personified. It saw them as prey. Renee' shifted slightly as the soft scrape of the airvent cover drifted into her sleep but her movement caused Yurika to snuggle closer and the warning was ignored. Four arm-thick tentacles slid slowly out of the vent towards the sleeping girls, spreading out to the corners as they touched down around the bed. The muscular organs flexed and bowed as the Guardian slipped out of the air shaft, their columns of flesh supporting the creature as it hovered over the two women like an angel of death. Slime began to drip from the monster's mouth in lecherous anticipation, and throbbing tentacles unsheathed their thick, phallic heads.

"Yurika? Renee'? Are you up? " suddenly came a voice at the door followed by heavy knocks. "It's Monique. Something's going on. I can't find anyone. Pixie and Ann and some of the other girls weren't around all day yesterday and now their beds haven't been slept in. " On the other side of the door Monique knocked again and Yurika stirred at the sound. The lovely asian's eyes fluttered open to see the Guardian above her and she screamed. Renee' snapped awake at the sound of her screaming lover and as the shock faded it was replaced by her own screams when she too caught sight of the monstrous Guardian.

In the hallway Monique's calls were suddenly answered by screams and the dark island girl threw herself against the door in an effort to come to the aid of her friends. The door was locked and Monique wrestled with it while trying to shove against it time and again as the screams of Yurika and Renee' grew more frantic.

"Help!! Somebody help me!! " yelled out Monique as she fought to gain access to the room. Doors opened up along the hallway as her calls roused other members of the pageant. Madison, Cindy, and Marla came out of their respective rooms in various states of dress. Cindy was in her nightshirt and Marla was wearing a flowingly expensive nightgown. Madison was wrapped in a modest excuse for a towel, a similar one turbaned around her head as she had been in the shower at the time of Monique's shouts.

"Something's happening to Yurika and Renee'! " cried Monique to them. "Help me! " Cindy and Madison rushed forward, Madison's towel being cast aside in the run. Even Marla came forward, though halfheartedly. Cindy and Madison added their strength to Monique's and with a massive shove the door burst open.

The women stood there for a moment transfixed by the sight. Standing in the room was the hulking Guardian. The monster's huge clawed hands had Renee' arms gripped above the elbow. The lovely woman was facing away from the beast, her smooth cunt impaled deep on the monster's thrusting cock. Renee's legs were spread and pulled back on either side of the creature's hips, lashed there by the pulsing ropes of the Guardian's tentacles. As the monster fucked Renee' still more tentacles rubbed and molested the woman's petite breasts while one pistoned in Renee's mouth. The French beauty's screams were muffled moans and whimpers as was forced her to suck the pumping organ. At the Guardian's feet, Yurika lay bound from head to toe in the grip of its slimy tentacles. The woman's breasts were flushed red and abnormally full by the tight squeezings of the members wrapped around them and her nipples jutted out painfully erect because of it. Yurika's own screams were loud and piercing, but broken into staccato yelps and screeches as a thickly throbbing tentacle fucked her young cunt at blurring pace.

The Guardian bellowed a growling roar at the intrusion of the would-be rescuers, and a pair of tentacles shot out like spears towards them. The women screamed as they fell back into the hallway and Monique pulled the door closed just in time. The tentacles struck the door with loud bangs and the wood of the doors splintered and bowed out from the powerful hits. Inside the monster screamed again, followed by more cries from Yurika and Renee'.

"Oh my God! " wept Cindy. "What the hell is that?! "

"I... I don't know. " stammered Monique. "But... I can't find anyone else here. Everyone's missing. I... I think that thing got them too! "

"Oh God... oh God oh God oh God! " rambled Cindy as she backed away still staring at the door. Madison stood there wide eyed like the rest, but movement caught her eye and she looked down the hall.

"MARLA! " she yelled. The haughty blonde had backed away in fear like the rest, but she kept going. Finally she had turned and ran, deserting the rest and bolting into the elevator. The three women watched as Marla looked out once more for Number One.

"That fucking bitch! You fucking BITCH! " began to curse Madison after her, but any more were cut off by Cindy screaming anew. Madison and Monique looked behind them. At the opposite end of the hall a brutish form could be seen through the frosted glass of a large window. Red and black flesh sharpened into detail at the points where it pressed against the glass. Distorted snakes slid back and forth against the window as the monster's tentacles probed the edges and a piercing scrape sounded as the creature's crystal armor rubbed back and forth. Suddenly the window exploded inward as the Guardian burst through. Monique, Cindy, and Madison fled down the hall towards the elevator, the Guardian loosing a bellowing scream to chase after them. A moment later, it's powerful alien muscles propelled it too into the hunt. Cindy reached the elevator and pounded frantically on the call button, sobbing and pleading for the doors to open as monster behind them barreled down towards the girls. At that moment the call button went dark and a panel lit up reading 'This elevator temporarily out of service.'

On the ground floor, Marla stepped back from the smoking elevator controls, a dented urn from a potted plant in her trembling hands. Marla found herself sobbing, half out of fear, but half out of revulsion at what she did. She had to get away. She HAD to. Whatever that thing was would be too busy with everyone else. Marla would have time to get away. Confronted with her true self probably for the first time, Marla ran out of the lobby towards the main resort building.

"LOOK OUT! " cried Monique as she pulled Cindy out of the way. The hideous Guardian was close enough to lash out with it's tentacles and two struck where Cindy had been. Next to them, Madison struggled with a door as the monster pulled back his deadly members for another strike. As they stabbed at the women again, the terrified trio pushed through the doorway and into one of the guest rooms.

"Oh God what do we do?! " cried Cindy, backing into the room as Monique locked the door and pushed her slim weight against it.

"Break the window! " yelled Monique as the monster pounded at the door, causing Monique to jar and push back harder. "We can jump down. Madison help me! HELP ME! " Madison was backing away too. The terror of the situation had stripped the exotic beauty as naked as her body as she stared wide-eyed at the door. Her new look gave her confidence and put a combination of fear, lust, and respect into all who knew her. But this... this was different. Madison's bare chest heaved and rolled as she began to sob uncontrollably. All of the woman's confidence and mystique was torn away in an instant and once more she was the shy, timid girl she had been all her life. As Cindy busted the picture window with a chair, Madison shrank back into the corner, hugging her knees to her chest like a little girl lost in the dark.

Cindy was through the window and gone, dropping down onto the roof of the offset guest quarters below. Monique held the door for as long as she could then made her own dash for the window. The sound of the door splintering behind her spurred her on and the woman didn't know to look for Madison. Monique leapt through the window, leaving the zebra skinned girl all alone. The Guardian entered the room, breathing a gurgling growl as it looked from side to side with it's burning single eye. At first it saw the shattered window, but then it's gaze fell upon Madison. The girl was paralyzed with fear and sat there hugging her knees while staring straight ahead. The Guardian's tentacles lashed out, grabbing the furniture between them and smashing the pieces to the edges of the room. Madison flinched and sobbed at the crashes but was unable to move. The monster paused as it loomed over her. Madison's exotic markings were not unlike the Guardian's own streaks of black and white, albeit the monster's was an overlay on it's blood red skin. It was like looking at bizarre positive and negatives of the same pattern. The Guardian looked Madison up and down as if evaluating an unknown, but it's eye drifted across the curves of her naked breasts swelling behind her knees, and the aroma of her fear was perfumed with Madison's womanly scents. With an evil growl, the monstrous creature unsheathed the phallic head of his tentacles....


Marla ran down the winding path from the guest quarters towards the main resort building. The woman's diaphanous nightgown was long and flowing, cut low to show off the upper swell of heaving breasts and split on the side to allow for the enticing glimpse of seductive thigh. Ephemeral sleeves billowed, giving the wearer an angelic appearance. It was sheer and finely crafted. The sort of thing one would see on the cover of a romance novel in which the woman wearing would be swooning into the arms of a granite-muscled, shirtless Adonis. A nightgown designed for photogenically swooning, however, was just the wrong thing for fleeing in terror. Running down the winding path, Marla's escape was slowed by her trailing sleeves catching on the decorative foliage lining the walkway. Jarring her step, Marla's running feet then caught on the excessive hem of her flowing gown, tripping her up and sending the woman sprawling. Marla fell down the path nearly tumbling head over heels until she reached the bottom, which was right at the resort's pool. The sculpted blonde hit the cold morning water with a graceless splash, and she flailed choking and gasping as her nightgown now tangled about her dangerously. Fortunately, Marla's clothing wasn't made with strength of fabric in mind and much of it gave way as she fought to swim to the edge of the pool. Finally she was able to haul herself up onto the deck and lay there panting. Marla's elfin nightgown was dirtied and ruined and reduced to near total transparence by the pool. What remained of it clung to her wrinkled clumps.

The image of the monster raping Yurika and Renee' quickly urged the woman to renew her escape, and Marla fought to get to her feet. Soaked, bruised and dazed, Marla stood there for a moment trembling, but all too soon Marla's fear urged her on and in a stumbling run the woman made her way to the main door and rushed inside.

"Help me! " sobbed Marla as she staggered to the front desk. "Somebody help me! "

"When will you Humans learn that you're beyond helping. " said a voice. Marla turned and gasped wide-eyed at the sight of Donna-Guardian. All pretense was gone and the woman-monster stood at a hallway with two of her hulking Guardian soldiers flanking her on either side. Donna-Guardian's eyes flared red as she stepped forward. Marla immediately turned to run but stifled a scream when she saw another Guardian emerging from a doorway and blocking her way. Frantically the terrified woman looked about and bolted for the main entrance once more, but again a Guardian came into view and cut her off. Like a faun surrounded by a pack of wolves, Marla darted in a shrinking circle as the hellish creatures hemmed her in towards the center of the room. Marla whirled around one last time to seek escape but now found herself face to face with Donna-Guardian. Frozen with terror, Marla stood shaking as the alien queen looked her up and down. Donna-Guardian's gaze drifted slowly over the woman's shapely body, made somehow more enticing by the ruined and waterlogged nightgown. Pockets of air clung beneath the fabric, settling into the valleys and concave curves of Marla's body, the largest being between the globes of her perfected breasts and Donna-Guardian licked her lips wickedly at the sight. Then she looked up at Marla's face... tearstreaked and distorted by fear framed shabbily by the matting of her wet hair.

"What a scruffy little specimen. " appraised Donna-Guardian contemptuously as she extended a clawed finger to trace the line where Marla's neck met her shoulder, causing the woman to freeze, lest a shudder provoke the monster to attack. Without a word Donna-Guardian turned and walked away. Before Marla could understand the gesture, the circling throng of Guardians acted upon their mistress' unspoken consent and fell upon the girl. Marla screamed and struggled as the hulking monsters grabbed her from all directions, pulling at her painfully in a lecherous tug of war. The remaining shreds of her nightgown were gone in an instant as clawed hands competed for access to Marla's womanly flesh, ripping the material from tit, hip and pussy like a pack of dogs skinning their kill. Even as Marla was stripped naked, dozens tentacles poured in onto her, burying the screaming woman in a writhing mass of sexual snakes which gang-raped her to the power of ten.


"HEY! DICKHEAD! " Madison hugged herself fetally, naked and petrified at the feet of the monstrous Guardian when suddenly a shout arose from the direction of the window. Before her the creature whirled around to face the source and then Madison heard thunderous booms fill the air and the deafening screams of the hideous Guardian. The exotic girl slammed her eyes shut and clamped her hands over her ears as she tried to block out this new assault on her senses. Madison retreated further and further inward as the unknown tableau played out in front of her. Time passed and just as Madison realized the cacophony had ended she came to realize the feeling of someone touching her. Immediately Madison began thrashing and screaming.

"Easy, Madison! It's ok! " insisted Nikolai as he held onto the paNikolaied girl, hugging her tight and continuing to try to calm her. "You're safe now baby. You're safe! It's ok... it's ok.... " After several moments the sound of Nikolai's voice began to penetrate Madison's fear and a wave of recognition and relief washed over the beauty's face, followed by more sobs as Madison flung her arms around the man, hugging him tight as she cried.

Nikolai had reached the resort in the proverbial nick of time. He had planned to sneak in but when he saw Cindy dropping down from the second floor to the roof of the first, followed by Monique he knew the time for stealth was passed. The ship captain raced down the hill to the guest quarters and vaulted from the crawler, scrambling up to the low first floor roof to meet the women. It was then they realized that Madison was not with them and they heard the smashing of furniture from above. Nikolai reached the lip of the second floor window just as the Guardian was reaching for Madison.

"Is she ok? " asked Monique, coming up behind Nikolai. The man looked up at the Caribbean beauty as he held Madison tight. She and Cindy had followed him and were now looking about nervously.

"Yah I think so. I told you to wait down at the crawler. " said Nikolai.

"I don't think anywhere is very safe, so I don't think that matters right now. " replied Monique.

"We saw another one down the hall. " said Cindy. "It didn't chase us though. Its... its busy with Renee' and Yurika. " Monique began to shudder and fight back tears and Madison sobbed and gripped Nikolai tighter.

"Son of a bitch! " cursed Nikolai hatefully. "Take Madison down to the crawler. I'll go get the others. If you see something. Scream. "

"I'm trying not to scream as it is. Don't worry about that. What the fuck are those things? " asked Monique.

"Don't exactly know. I'll tell you when I get back. Get out of here! " ordered Nikolai. It took several moments to coax Madison to let go of Nikolai and the woman whimpered and clung to Monique as soon as Nikolai was free of her insecure grasp. Nikolai gave a reassuring nod to the women and made sure the trio began to make their way out of the window before he left through the ruined door and into the hall. Shotgun leading the way, Nikolai moved slowly, his finger slick with sweat and adrenaline on the trigger of his weapon. He was expecting the monsters to pour out of every doorway, but it was strangely quiet. He could see a ruined door up ahead and moved to investigate. Yurika and Renee's room was a shambles. Slime dripped from the toppled furniture and the room smelled of fear, sex and the alien stench of Guardian. Yurika and Renee' were no where to be seen.

When Nikolai returned he could see that the girls were seeing to Pixie and the other girl he had rescued. Pixie was still unconscious but the unknown woman was awake and sobbing as Cindy held her and tried to comfort her. Monique was comforting Madison, who was in the front seat of the crawler, trying to stop shaking.

"Renee' and Yurika are gone. " said Nikolai as he leapt down off the first floor roof upon his return to the crawler. "I checked the other rooms too. They're empty. Those bastards must have taken them. " The women looked up at him as they huddled around the crawler, tearstreaked and sobbing not only from their own ordeal but seeing what the hideous aliens had done to Pixie and the resort employee.

"How are they? " he asked nodding to the girls.

"She said her name is Amber. " said Cindy. "She works in the kitchens here. She was grabbed yesterday while she was getting dressed. My God. Yesterday. Can you imagine? " Nikolai waved Cindy off. It'd do no good for the poor girl to relive her horrors by hearing about them just now. Instead he leaned in and put his hand gently on Amber's shoulder. She jumped at his touch.

"You're safe now Amber. I'm not going to let anything happen to you now. " he promised. "You're safe. " Nikolai looked up at the other women, who were desperate for the same sort of reassurance. They all waited for him to tell them what to do. Their savior. Nikolai took a deep breath.

"Ok, I'm going to get you all out of here, then I'll come back for the others. " he told them. He saw the fear well up in their faces at the thought and he waved away their protests as best he could and continued. "Look. I don't know how many of these things there are, but if what Carter told me is true there are a lot of them. I need to get you somewhere safe. With luck I can sneak in and out. Otherwise, you'll need to be out where you can make a run for it. Carter will be bringing my ship down a few miles from here. If I'm not back soon you head for it. "

"You can't go in alone! " insisted Cindy. "They'll kill you! "

"I don't have a choice. " said Nikolai. "I'm not going to leave anyone to the mercy of these bastards, and all I've got is this shotgun to protect you all. It takes several rounds just to bring one of these things down, and I'm running out of ammo. I don't have what it takes to protect you all at once. Please. For me. Get going. "

"Oh my God! " blurted Monique. "I just remembered! We have to get to Pixie's room! "

"We don't have time to go running around. " urged Nikolai. "What's there? "

"Pixie's luggage! Don't you see? " said Monique excitedly.

"Are you nuts? With all that's going on right now you want us to risk our lives for a few bags filled with Pixie's stuffed animals?! " replied Nikolai in disbelief. Cindy, however, got a look of realization on her face and joined in.

"No! She's right! We need to get to Pixie's room right now! " Cindy insisted. "Come on! " Nikolai began to protest again but the excited women were already turning to run back into the building.

"Goddamn it! Hang on! " yelled Nikolai as loud as he dared. "If we're going on some dumbass trip to get a makeup case or something, we're certainly not going to leave anyone behind. Help me! " Regrouping the girls followed Nikolai around the building to the first floor entrance. Between Cindy and Monique they carried the resort employee. Amber was still pretty much out of it, but conscious enough that she could walk with the help of Cindy's and Monique's shoulders under each arm. Pixie was still unconscious and Nikolai carried her himself, his shotgun slung across his back. Madison was calmed down enough that she could walk on her own, but still she clung close behind Nikolai as he led them back into the building. Pixie's room wasn't far but it was still a nervous trip down the hall as each doorway and shadow was a potential horror laying in wait for the group. Finally they made it to Pixie's room and they all breathed a sigh of relief as they shut the door and locked it behind them.

"Now, could you tell me what was all the fuck so important? " asked Nikolai impatiently. Around the room were Pixie's stuffed animals arranged neatly on the shelves and nightstands, while her clothes were strewn about the floor laying seemingly where the young girl had taken them off. Monique, however, was ignoring these and pulling a large metal case out from under Pixie's bed. The case was nearly five feet long and two feet wide, and Monique had obvious difficulty pulling it out into view.

"Help me with this! " she urged Nikolai. The man took hold of the handle and pulled. It was surprisingly heavy.

"Holy shit! " blurted Nikolai as he heaved it up and put it on the bead with a heavy bounce. "This must weigh nearly a hundred pounds! What the hell does Pixie got in this?! " Monique grinned and flipped the catches on the long box and opened it. Nikolai looked down at the container and stood there completely stupefied.

"Wha.... But.... I don't... Pixie?! " he stammered looking at the case then at Pixie as she sat unconscious on a nearby couch. He looked again at the case and rubbed his eyes. The case contained, in a form-fitting mold, the largest, nastiest, and most advanced weapon he had ever seen. It was black and sleek with smooth curves that gave it a lethal elegance. The huge rifle didn't so much have a barrel as a gaping maw... a huge bore that look like it would accept an artillery shell, though Nikolai couldn't tell if it fired projectiles or was some sort of energy weapon. It was like nothing he had ever seen.

"Pixie?! " he said again in disbelief, his eyes glued on the weapon. It took him a moment to realize that Monique was talking to him.

"I said this beauty pageant was made up of the spokesmodels from the various companies involved. " said Monique, physically grabbing Nikolai by the chin to turn his face to look at her. "Don't you know who Pixie is? "

"Pixie... Pixie's just a cute kid. " supposed Nikolai. "I thought she worked for a toy company or something. "

"Hardly! " rebutted Cindy, breaking in. "That's PIXIE! " Nikolai looked at her dumbly not recognizing the significance.

"Pixie? " asked Cindy, trying to coax recognition out of the confused man. "Pixie Goodbody? As in 'Reynolds, Pierce, Goodbody Munitions'! She's Amos Goodbody's granddaughter! " Nikolai blinked in disbelief and stared at Pixie. RPG Munitions was a household name, like Foldspace Dynamics or N.I.C.E. Labs. RPG was just about the largest weapon firm there was. They handled everything from military and law enforcement arms down to personal weaponry. Nikolai's own shotgun was an RPG product. Their advertising campaign was legendary: A lovely girl defying gravity amid wild acrobatics while exhibiting supreme marksmanship with a variety of RPG weapons. The familiarity of the girl suddenly dawned on Nikolai.

"It's true! " confirmed Monique. "She's the RPG Munition's spokesmodel. Pixie is their Combat Dancer! "

"I'll be damned. " murmured Nikolai, taking it all in.

"Hey! Look what I found! " beamed Cindy pulling a smaller box from under the bed. Inside were several more conventional handguns.

"All right. " said Nikolai approvingly. "Everybody take one. " As the women selected each selected a pistol, Nikolai hefted the monstrous rifle. It weighed a ton, even with the aid of the shoulder strap and the ship captain tried to wrap his head around how a petite girl like Pixie could pick up such a weapon, much less shoot it. Shifting the strap to a less painful position on his shoulder, Nikolai looked at the women. Cindy and Monique had each selected a sidearm and Madison too was holding one albeit shakily. Nikolai moved close and put a reassuring hand on her shoulder.

"It'll be ok, Madison. " he told her. "None of us are alone now. We'll take care of each other. I promise. " The zebra-skinned woman wiped away a tear and stiffened her back. Nikolai gave her a supportive smile, which Madison returned with effort... but it was there.

"Got... got an extra one of those? " asked Amber.

"Are you ok? " asked Nikolai.

"Not by a long shot but I'll survive. " said the girl, forcing a smile. Nikolai looked at her for the first real time. Roughened by her ordeal, but still a beauty. Amber seemed about twenty, with a slim figure and small pert breasts. The woman's nipples were puffy cones of flushed pink that made it difficult to judge if her breasts were A or B-cups. Her auburn hair was cut short and longer on one side than the other. In more pleasant circumstances she looked like the kind of beauty you'd see at an exclusive nightclub but at the same time she had qualities of the girl next door.

"Here. " said Monique coming up to Amber and Madison, holding out a few articles of clothing. "I found these in Pixie's suitcase. I don't think she'll mind. I don't think anything around here will fit you, Madison though. I'm sorry. "

"Thanks. " said Amber with a smile and she selected a tank top and panties.

"I've got Madison covered. " said Cindy with a smile. "So to speak. " The lovely blonde picked up one of the bedsheets off Pixie's bed and tore two wide strips off it. Moment's later Madison was clad in a satiny bikini wrap made of the torn fabric that made her look even more a jungle goddess. While Madison was covering her impressive nudity, Cindy took another sheet from the bed and draped it over Pixie.

"Someone's going to have to carry Pixie until she wakes up. " said Nikolai. "I can't carry her and this cannon too. "

"I'll carry her. " spoke up Madison.

"Thank you, Madison. " smiled Nikolai. "I know she's in good hands. " Nikolai could only guess how shattering it was for someone as tough as Madison to have cowered like she had, but he'd faced Guardians on his own too and knew there was no shame in it. He hoped though that her taking care of Pixie would help Madison get her confidence back. Madison smiled and scooped Pixie up in her arms.

"I'd like to say something. " said Amber, looking around the room. The group gave her their attention as she began. "Those monsters. They're... insatiable. When I was... when they.... " Amber shuddered for a moment and took a deep breath, trying to fight down the memory of her hours long rape.

"When one was... finished, another took it's place. They kept at it hour after hour. It... it takes a lot out of a girl. " she said. "Right now I feel like I've given birth to a couch while falling down the stairs. What I'm getting at.... even if you do find where the other women are, they're going to be in no condition to walk. You can't carry them all. "

"We can't leave them there! " said Madison.

"What if we went for help? " asked Amber. "You've got a ship, right? "

"Do you think they'd be alive by the time anyone got back? " asked Nikolai. "At the rate these things are breeding, there might be hundreds of these monsters to deal with then. I know you're scared. I'm petrified, but I can't let them do to them, what they did to you. " Amber shuddered and nodded weakly. As terrified as she was she couldn't bear to think of the other women, some of whom were her friends, left to that fate.

"Amber's right about one thing. " said Monique. "How are we going to get them out? They're not going to let us carry them out one at a time. Maybe we should think about going to get help? "

"Wait. I've got an idea! " said Cindy. "By my room is a laundry station. I saw in there three or four laundry carts. Why couldn't we use those? Put everyone in them and roll them out at once? "


Marla lay in a stupor on the floor in the main lobby. The prima donna had been humbled in the cruelest and most base of ways. Every orifice on the woman throbbed and she lay soaked from head to toe in a sticky pool of alien cum. Tentacle after tentacle, cock after throbbing alien cock pounded into Marla's cunt again and again. Five Guardians raped her, but their vicious tentacles swarming from all directions made it seem like fifty. Now, Marla lay there staring and unseeing, covered in their excesses, her body twitching occasionally in aftershock from the orgasmic overload.

"Well done my children. " praised Donna-Guardian, looking down at Marla's naked and abused body. Her eyes flashed an evil red as she looked up at one of her offspring. "Take this bitch to the pools and introduce her to her new life as a mother to our army. " The hellish woman-monster turned to the rest of the beastly Guardians attending her.

"Come with me. It's time we give our other guests their final wake-up call. "

Donna-Guardian led her hulking minions out of the resort and towards the guest quarters. Tentacles unsheathed lecherous phallic heads in anticipation of the women, helpless and unknowing in their beds. Peeking from behind a corner of the main building, Nikolai and the women watched, hearts pounding, as the gang of monsters passed. When they were out of sight the human band quickly moved towards a side door, lest their alien hunters spot them.

"It's not going to take long for them to realize that no one's there. " whispered Madison.

"And when they do we won't have much time. " whispered Nikolai, finishing the woman's thought. "Especially when they discover the one that I killed. Carter told me where the Guardians were preparing their nest. Amber, where is the spa? "

On Amber's direction the group made their way down a side hall towards the spa. Pixie's artillery piece led the way, held by Nikolai, and the girls followed behind with the laundry carts. Amber, Madison, and Cindy each pushed a cart and Monique brought up the rear. Pixie rode sleepily in the last cart, wrapped in a blanket. Nerves were on a knife edge and the squeakings of the laundry carts' wheels were barely noticeable but thundered in the ears of the people as they moved down the hall.

They came to a set of doors and Amber nodded up to Nikolai that they had reached the spa. With held breath, Nikolai cracked the door open and peered inside. There were four hot tubs in the spa, and each had been converted to a pool like he had seen in the cave. In the pools were the women. Yurika, Renee', Ann, Marla, Kathy, Sarah, and the two remaining employees of the resort were divided up two to a tub and with them was a brutish Guardian, fucking each pair of women mercilessly with thrusting cock and tentacle. Nikolai moved back from the door and relayed the information to the women.

"I figure there's one way to do this. " he said grimly. "We can't risk shooting in there. We might hit the people we're trying to save. We need to draw those bastards into the hall. We ambush 'em, then grab everyone out of there and run like Hell. "

"How do we draw them out here? " asked Amber.

"I'll do it. " Everyone looked up at the sound of Madison's voice. The gorgeous zebra-skinned woman looked back at them, her face fear-filled, but determined.

"It's ok... I'll do it. " offered Monique.

"No. Please. " said Madison softly. "Let me. " Nikolai nodded to the exotic beauty and motioned for the others to back up down the hall. Nikolai knelt a few yards away from the door and aimed his weapon. Madison took a deep breath and untied the fabric around her chest and hips. Letting the makeshift clothing fall to the floor, Madison walked nude towards the door. The beauty paused for a moment, looking back at her friends as they readied themselves with baited breath. Swallowing hard, she flung open the doors.

"HEY! FUCKHEADS! " Madison said in as loud and clear a voice as she could muster. "Any of you bastards want to take ME on? " The response was immediate. Hissing howls of anger and wanton lust erupted from the monsters at the sight of temptuous intruder. Tentacles unwrapped from their prey and the monster's victims each fell back into the slime filled pools with sickening splashes. Madison turned and ran down the hall as the horrible creatures vaulted after her. As Madison rushed past Nikolai the first of the Guardians exploded through the door, shattering it in the process. Nikolai braced himself and pulled the trigger.

WHAM! The weapon had an unbelievable kick to it, and Nikolai's arm was numb and tingling. There was a loud thud from the weapon firing, not so much from anything firing but from the rush of air being displaced by the shot. Nikolai blinked in disbelief. The lead Guardian wasn't there. One instant the alien monster filled the hall, the next it vanished like an exploding water balloon. The hallway's walls, ceiling, and floor were soaked and dripping by what remained of the Guardian's bodily fluids, but the monster itself had ceased to exist. Two more of the Guardians leapt into the hallway and Nikolai fired again. This time both of the creatures evaporated in a lethal spray. The fourth and final Guardian survived a fraction of a second later.

"Fuck me! " cursed Nikolai in disbelief looking at the splattered hallway, the unbelievable weapon in his hands, and the innocent Pixie sleeping in the cart behind him. "Pixie...???! " The women rushed forward and helped Nikolai to his feet, shaking him from his shock at what just happened.

The makeshift rescuers rushed into the spa, and quickly loaded the helpless women into the carts. Amber looked after her two friends while the others tended to their fellow contestants and their chaperone, Ann.

"My God. " said Monique in disbelief. "Are those what I think they are? " Everyone looked and floating in each of the hot tubs were Guardian eggs, and piled around them were several more.

"Get going. " ordered Nikolai. "We don't have time. "

"We can't just leave those here! " insisted Cindy. "Think of what will happen when they hatch! "

"Think of what will happen if we get caught. " reminded Madison. "He's right. We have to go. NOW. " Time was against them and the women turned the carts around and head out of the room. Nikolai covered them as they made their escape and turned to follow. Nikolai paused and looked back at the piles of eggs and the birthing pools.

WHAM! WHAM! WHAM! WHAM! Nikolai fired four shots into the room and with each one a hot tub exploded like a geyser. The slime went everywhere and the eggs within were blown apart. A final shot and the large pile of eggs was reduced to a seething mass of ruined yolks. Breathing hard with his arm now throbbing from the kick of the gun, Nikolai turned and joined the escape.

The fleeing band wheeled the carts containing their friends as fast as they could push them down the path towards the edge of the resort. Beyond lay the open hills and beyond those would be Carter and the Firedancer... at least that's what Nikolai hoped. They've already done the impossible and he prayed their luck would hold a little longer.


The lecherous monsters moved into the guest quarters expecting to find their beautiful victims easy prey, but one after another they discovered the rooms were empty. At first Donna-Guardian suspected that more women than just Marla had discovered the Guardians and they too ran to escape as she had, but it could be they were also hiding, so the monsters fanned out and checked the rooms. It was then that they discovered the room where Nikolai had saved Madison. Donna-Guardian stood fuming over the body of her slain offspring. How could this be? They were women, helpless and unsuspecting. Who could have..... A thought crossed Donna-Guardian's evil mind and her eyes flashed fire-red with anger.

"Carter! " she growled. "I'll eat his heart for this! " A realizing fear filled the monster's thoughts. With a hateful scream, Donna-Guardian and her minions leapt out of the ruined window and raced towards the main building.


The ground was rough and the laundry carts were not made for cross-country work, but the group had no choice. The crawler was on the other side of the resort and they couldn't risk going for it. They'd have to get out of here on foot. With luck, the Guardians wouldn't know where to look for the escaped women.

They were just reaching the top of the first hill when a hellish scream howled up from the resort. It was the sound of anguish and hate and the fury of a mother. Everyone who heard the bellowing cry understood it perfectly. Nikolai and the women doubled their efforts in pushing the carts over the hill. One by one they went up and over, and at the top the ground was a bit more level and as a team they began to race along as fast as they could. The hilltop a hundred yards behind them, the rescue train bumped and bounced along the rocky ground, each girl pushing for all she was worth but not daring to look back. Suddenly their fears were confirmed as a deafening howl chased after them from the direction of the resort.

They had been spotted. A lone Guardian stood at the top of the hill and now it called down to it's brethren. The women began to scream and Nikolai urged them to push faster, to keep running. He pushed too as hard as he could, his gaze creening back over his shoulder as the Guardian continued to bellow for reinforcements. Nikolai's blood when cold as he saw the monster's call had been answered and half a dozen of the giant monsters now leapt into view over the hill.

"Run! " yelled Nikolai as he turned to face the monsters. He had no idea how many shots the cannon he carried had, but if it meant that any of the girls could escape, he was determined to find out.

"Angry Bunny. " said a soft voice behind him. Angry Bunny. " Nikolai looked over his shoulder. He was backed up to one of the carts and in it Pixie looked up weakly at him.

"Angry Bunny. " she said again and pointed shakily at the rifle. Nikolai turned the heavy weapon in his arms and looked where she was pointing. There were two buttons on the side. Both had pictures of a cartoon bunny face on them. One was smiling. The other was scowling. Nikolai pressed the Angry Bunny button.

Immediately the weapon began to transform. Cylinders unscrewed outwards on the sides and top of the rifle, alternating at thirty degrees around the weapon. Three in front, and two in back on the stock. The large, streamlined cowling on the gun peeled open in alternating directions as the front unfolded into four arms curving outward from the sides of the barrel. Finally, another pistol grip extended out of the side as the weapon seem to lengthen by another foot. As it did this the extended cylinders, small gravity comepensators, began to hum and the entire weapon became nearly weightless in Nikolai's astonished hands. The Guardian's screams shook Nikolai and he saw their rushing forms a mere fifty yards away now. Each time he had fired the weapon Nikolai felt like it was trying to dislocate his shoulder. Now in this new configuration he was convinced it was going to knock him flat. He dug in and pulled the trigger.

There was less kick than a small calibre pistol which so surprised Nikolai that it would have surely thrown off his aim were it not for the sophisticated targeting systems in this impressive weapon. Each of the seven Guardians were detected, categorized, targeted, and tracked. The weapon's main bore fired which in the open, Nikolai could see was a near transparent distortion wave of energy. The monster vaporized almost immediately while it's brethren rushed forward, but they didn't get far. From the curving arms of the newly formed gun dozens of micromissiles streaked from their housings spiraling outward like ....like deadly glowing pixies! The missiles locked on to each Guardian and divided into smaller swarms, each leaving pencil thin trails of smoke as they sought out the advancing monsters. The swarm of missiles slammed into the Guardians, blowing gaping wounds into the alien creatures. The hellish creatures fell dead en masse in tangled heaps.

"Holy Mother of God! Pixie?! " whispered wide-eyed space captain. Nikolai couldn't believe that such a sweet and innocent girl could wield such a weapon. Pixie looked up at the man and smiled.

"You had the safety on, silly. " she said. Nikolai could only laugh in wonder and bent down to where Pixie lay and kissed her forehead.

"LOOK! " cried Monique suddenly, pointing to the hill. There, framed by two more Guardians Donna-Guardian herself stood. Immediately Nikolai raised the gun and fired, but only a few missiles streaked out against the new threat. Nikolai looked down at the gun and realized that it had given it's all. The weapon was empty. He looked up at the monsters as the missiles reached them. The two Guardians leapt in front of Donna-Guardian without a moment's hesitation, sacrificing themselves in defense of their queen-mother.

"Do you think your treacherous toys can stop us?! " Donna-Guardian yelled to the terrified group. "We are Guardians! We will prevail and your pathetic kind will pay for your crimes down to the last squalling child! "

"Fuck you, BITCH! " spat Cindy, raising her pistol and firing at the woman-monster. The other girls followed suit, but untrained and at that distance their hail of bullets failed to find their mark. Donna-Guardian laughed.

"Do you think that will stop me?! " she said, raising her tentacles high over her head. From behind her dozens of Guardians crested the hill. "Do you think that will stop US?! " Each person stared at the small Guardian army with chilled blood and disbelief.

"We've learned from our mistakes in dealing with your wickedness, humans! " spat Donna-Guardian. "Too many of our young have died at your hands. You murdered our eggs in the spa, but you failed to find our growing young, hidden and safe. Now they will teach you the meaning of suffering as they feed on your pitiful male and fuck you all to death! " Donna-Guardian paused to let the fear of their doom wash over the humans. She would have her revenge and they would pay dearly. In the distance there was a flash and thunder rolled across the hillside.

"Thunder. " said Donna-Guardian. "How poetic. Your kind murdered us, and thwarted our attempt to bring you to justice. Your kind will soon hear the thunder and realize that the gathering storm will kill them all. They thought they stopped us once, but believe me. It's not over. I promise you, it's not over! " Thunder rolled again, but nearer and much louder, settling into a growing rumble that didn't die away. Donna-Guardian looked about curiously as realization splashed over Nikolai's face.

"Holy shit, that's not thunder! " he breathed, then yelled to the women. "EVERYBODY DOWN! " Suddenly a dark, massive shape came up over the hill behind Nikolai and the women. They all fell to the ground as the wide flat keel of the Firedancer past over them by a few feet and slammed into the ground between them and the Guardian horde. Donna-Guardian screamed in shock and anger, but it was too late. Even as the monsters began to leap away, the massive building sized bulk of Nikolai's starship tore through them at a hundred miles an hour. Guardians were broken against the hull or simply crushed into a bloody smear in the ship's skid marks.

The dust cleared and as the Firedancer's engines whined down to a stop an eerie silence fell upon the hillside. Tentatively Nikolai and the others walked towards the ship, eyes peeled for any sign of a Guardian that might have survived. As they reached the edge of the ship, however, it was clear that Donna-Guardian and her hellish creatures had all met the same fate.

"Am I late? " said Vic Carter. Looking up the harrowed group saw the man standing at the airlock door at the top of the entry ramp.

"A little. " said Nikolai with a smile. "I think you got 'em all, but there's no telling. Let's get the Hell out of here! " Nikolai got no arguments from anyone. With the newfound strength of a promised escape Nikolai and the women wheeled the carts containing their friends around and up the steep ramp of Firedancer's entryway. Moments later, the ship captain settled into the pilot's seat, and the small bridge cabin crammed behind him with Vic and all the women who could stand. Madison stood close and Pixie, now awake was being supported by her as the eighteen year old stood shakily. All eyes were glued on Nikolai as he prepared his ship for liftoff. It was as if the women didn't see it happen, they wouldn't truly be safe. Nikolai's hands breezed over the controls and his ship came to life once more. As the powerful craft took to the air, the ship was filled with a collective sigh of relief.

"Weren't you supposed to meet us a few miles from here? " Nikolai asked Vic as he guided the Firedancer skyward. "How did you know where we were? "

"You were late. " replied the old smuggler. "I figured that a little flyby couldn't hurt, and it might provide a diversion. I picked you up on the telemetry sensors so I thought I'd drop by. Was never too good on landings though. " Vic grinned as Nikolai laughed. Vic Carter looked out of the cockpit window at the clouds sliding by and the blue-black of space growing closer.

"I guess I'm out of the smuggling-resort business. " he said.

"Good thing too. " replied Nikolai. "That resort stuff....all those umbellas in the drinks and lounging by the pool. Far too dangerous. " Vic chuckled dryly and looked down at his feet, thinking of the women and what they went through...and of the ones who couldn't be saved.

"Yah. " he said knowingly.

"So what are you going to do now? " asked Nikolai.

"Guess that depends on what happens when the Cavalry arrives. " said Vic. "My secret's out you know, and the government tends to frown on my kind of lifestyle. "

"The secret doesn't have to be out. " offered Nikolai. "It's become clear I could use a hand from time to time. As far as anyone is concerned you're on my crew. "

"I appreciate that. " said Vic. "God knows you have every right to shove me out an airlock. You trusted me, and that means a lot. Thanks for your offer, but I think when the cops show up, they and I are going to have a heart to heart talk. " Nikolai nodded at Vic's decision. It had been hard on everyone, but perhaps hardest on him. Out of this Hell, the old criminal had been given a second chance. Nikolai was glad he was going to take it.

Several minutes later, the Firedancer was leaving the atmosphere. Carter reminded Nikolai how his men found Donna-Guardian in space and Nikolai decided not to take any chances. The ship captain turned reluctant hero skipped the ship hotly through the atmosphere. Just in case.

"That should burn off any of the bastards who might be hiding out. " he told his passengers. Once finally in orbit, Nikolai told his passengers of the beacon he and Vic had released so rather than leave system immediately, they'd wait for the military to show up. In the meantime, Nikolai and Vic tended to the women. Poor Ann and Marla seemed to have fared the worse and would be spending a while in the infirmary but the rest of the women began to recover from their ordeals. The other women seemed to be all right. At least physically. Nikolai couldn't guess how long it'd take them to put this nightmare behind them.

The women who had been raped by the Guardians were all deeply concerned that they might still be impregnated, so Nikolai checked them out as best he could. He was no doctor and his infirmary wasn't stocked with pregnancy tests and the like, but most of the equipment was fairly automated and his medical computers were able to do scans of the women via x-ray and ultrasound, and check their hormone levels via bloodtest. It seemed the pink birthing slime the Guardians used in their breeding pools was crucial to the egg development. While it was true that without it, the Guardian offspring would grow in a woman with lethal results, the birthing slime altered the development into the form of an embryo in an egg. Once the enzymes and chemicals in the slime were introduced the slime was required to continue the eggs forming. Without it, the egg would dissolve and the embryo would abort and die. None of the women tested showed pregnancy and no eggs were detected.

The first night in orbit, it was clear that none of the women wanted to sleep alone. One by one the girls drifted into Nikolai's quarters, but his bed only had room for four. Amber and the other employees of the resort saw Vic as a sort of father figure and gravitated to him. The other women stayed close, huddling on the floor in Nikolai and Vic's quarters. It wasn't until the second night, however, that anyone actually slept. The first night of safety the ship was filled with a sort of silence. Everyone awake, but each coming to terms with what had happened. A few talked quietly among themselves, there were more than a few tears shed. The next day Nikolai and Vic pulled several of the sleeping pads from the quarters and took them to the Firedancer's lounge. By the second night the lounge had been turned into one large bed, two men and thirteen women sleeping together, arms and legs intertwined, all drawing comfort from each other. The morning of the third day the inhabitants of the Firedancer awoke to the sound of salvation.

"...Repeat. This is the Earth Defense Interceptor Frigate Rueben James. What is the nature of your emergency? Stand by and prepare to be boarded. " As the rescue signal echoed from emergency speakers through all parts of the ship everyone ran to the observation windows. Hovering over them was the sleek shape of the Earth Defense Warship. Nikolai fumbled excitedly with a headset behind a wall panel and switched to the Rescue Frequency.

"This is Captain Nikolai Stavros of the Earth Defense surplus craft Prometheus, redesignated as the free freighter 483J49 Firedancer. You guys better be sitting down, because you're not going to belive what I'm about to tell you.... "

EPILOGUE:

It was 3a.m. in Lincoln, Nebraska, and in a small two-story house a teenage girl tossed and turned pitifully in her sleep. Tears squeezed out of tightly shut eyes as she whimpered and moaned in the grip of a horrible nightmare. Suddenly she sat up with a scream, wide eyed and heart pounding. The girl's mother rushed in at the sound to find the girl sitting up in bed, hugging her pillow to her chest, panting to the point of hyperventilation.

"It's ok baby. " the woman said hugging her daughter, trying to comfort her. "It was just a dream. You're safe now. The girl trembled, obviously terrified and looked out of the window at the night sky.

"No. " refused the girl. "It's not over! "