. 01

New Petrograd Administration Building

Putinsburg, New Petrograd Colony

13:00, Earth Standard Time

Terran Marine Captain Julia Strieff dashed down the corridor, trying to focus on the steel double doors at the end of the hallway. But her helmet's Heads Up Display kept tearing her attention away from the goal in front of her and back to the endless red dots that lit up the HUD's tactical display.

"Raider One Actual," Julia barked into her helmet unicomm, "This is Raider Actual. Do you copy?"

The unicomm answered her with high-pitched static.

"Shit!" Julia cursed. Now at the doors, the Marine fumbled with the buttons of its keypad lock as she quickly entered her access code.

"Raider Two Actual," Julia again spoke to her unicomm. "This is Raider Actual, come in! Damn it! Is there anyone out there?"

Just as the unicomm spouted more static, a klaxon sounded in her brain. On instinct, Julia ducked, letting the large and slimy tentacle that whipped through the air above her slam into the metal doors.

Raising the F-40 Assault Carbine clutched in her hands, Julia vaporized the dripping tendril's tip with a burst of 11mm explosive rounds. The rest of the tentacle's thick green length was perforated with gaping holes as it retreated from Julia's barrage of autofire. But as the mortally wounded appendage pulled back, dozens of tentacles shot forward down the shadowy hallway. All bearing down on her.

"Fuck!" Julia cursed, raising her F-40 once again.

Bright, rapid fire, bursts from the rifle illuminated the dark corridor, revealing a wall of python-like tendrils writhing their way towards the lone Terran Marine. The only thing keeping them at bay were the bullets tearing into their flesh, making them ooze sickly gray ichor.

"I can't keep this up!" Julia said to herself as she became surrounded by bleeding tentacle parts. "Got to get out!"

Reaching behind her, Julia punched the doors' access switch as she fired. The portal dilated with a loud hiss, signaling her to fire off her rifle's 25mm underbarrel grenade launcher. A trio of HE-grenades were soon shooting towards the tentacle horde while Julia was rushing for the exit. A loud blast came milliseconds later, just as Julia switched the doors shut.

She yelped as the second and third explosion knocked her off her feet, landing on her back before the double doors. Julia struggled to get up, not wanting leave herself exposed. She was then greeted by something that she had missed for the past few days. Silence.

"Well what do you know," Julia spoke, staring at the doors. "Killed those motherfuckers!"

The doors answered her with a booming crash that knocked the marine back. "What the hell?!"

A second, and even louder, crash forced her to scurry back from the doors. A third boom made the startled Marine Officer jump to her feet, her eyes going wide when a large dent appeared on the doors' metal face.

"You've got to be kidding me!" Julia blurted in frustration.

She renewed her sprint, turning from the banging at the doors and finding herself in the colony starport's passenger boarding area. Everywhere Julia looked there was strewn luggage, overturned tables, empty rows of couches, and abandoned refreshment stands.

Another realization made the scene more ominous -- torn clothes littered the starport; trousers, blouses, shirts, and underwear were scattered on the floor. The women's underthings that were cast about unnerved Julia the most, forcing her to shut out a stream of dreadful possibilities from her mind.

"WELCOME TO NEW PETROGRAD! IT'S A WORLD OF OPPORTUNITY!" cried out the automated announcer over the starport's PA system.

The same words were flashed on the large holo-window that projected a picture of the colony planet's surface on the starport's huge domed ceiling. In-between the snow-static broadcasted through the hologram, she could see images of the outside, burning colony domes and shadowy figures skittering about the boulevards. The sky still had that pallid gray color that heralded the trouble she was in.

"Got to get to the command post," Julia told herself, putting one foot in front of the other. "Warn Terran HQ!"

She dashed through the starport walkways, jumping over suitcases and turned over seats, scanning for the starport's grand staircase that headed for the communications room, trying to block out the sound of pounding tentacles behind her.

"There!" Julia cried out, finally recognizing a pathway. "Not long now."

She rounded a corner, expecting to see her objective. Instead she came to a dead stop. "Oh shit!"

"Oh God!" A voice came back.

Julia recognized it as belonging to Corporal Elva Brundidge, a tough Terran Marine from her company. But that toughness was nowhere to be seen as the blonde Marine was sandwiched between two overly muscled men, stripped naked, and bounced up and down like a rag doll, skewered in the ass and pussy by long, thick cocks.

The same scene was replayed over and over on the lobby of the starport entrance: women on their backs, on hands and knees, with legs held up high or forced apart, their every opening penetrated by a thick and lengthy dick.

Burned as well into Julia's eyes were the bodies of their ravishers. All of them were men once, with humanoid shapes that the Marine Officer could barely recognize. Aside from that they were as alien as the planet she was on. Bulbous, misshapen musculature swelled all over their bodies like a malignant cancer, boosting their size and bulk, making them look ogreish monstrosities. Even their faces were violently and asymmetrically twisted into caricatures of humanity.

The only constant feature these rape monsters had was a mask of rage and lust.

"Sorry, Brundidge," Julia whispered. Raising her weapon, the Marine began easing away from the orgy, skirting the wall to get to the staircase on the far side.

"Fuck Meat!" a gurgling voice bellowed.

"Oh shit!" Julia cursed.

A giant of a man with tumor like muscles covering his entire body lumbered in front of her. "Me fuck you holes!"

Julia took a quick glance at the bumpy, thick and snake-like appendage that swung between his legs, immediately deciding that she wasn't gonna have any part of that.

"In your dreams!" Julia answered. The Marine Officer then jammed her F-40's muzzle right at the forehead of the monster's tiny muscle-covered skull and pulled the trigger. The inhuman giant's head exploded in a cloud of thick gray blood, showering Julia's armor vile fluids. She then turned a full 180, gray goo and all, and pointed her rifle at the two mutants fucking Elva. They were staring back at her.

"New Fuck!" One of them said as they dropped Elva to the ground.

Two other muscle bound creatures from the lobby left their partners, their cocks still dripping with fluids, and turned to the lone Marine.

At least isn't all of them. She thought.

"New fuck holes!" they screamed and rushed for her.

The creatures moved with inhuman speed, crossing the gap between them and the object of their unnatural lust in a blink of an eye, their huge hands reaching out and ready to tear Julia's armor apart.

Julia was faster though.

With her Myrmidon combat armor's powered exoskeleton, the marine caught the lead muscle monster with a mighty thrusting kick right into its chest. Knocked back, the winded creature fell into the path of the other body built monstrosities, letting Julia take aim with the F40.

"Eat this," Julia said squeezing her trigger. An exploding head was the result, followed by two more loud blasts and a pair of muscled ogres dropping to the ground, their chests sporting gaping holes that went right through to the back.

The last of the attackers, now covered in gray blood and guts, screamed in anger and leaped over the bloody bodies to get to Julia. Again the Marine was ready, sidestepping the creature and hooking one of its arms. The Myrmidon armor's servo muscles whirred to life as Julia grabbed the monster with one hand and slammed it to the ground.

"Not fast enough," Julia said and fired at the monster's head. It exploded like an overripe pumpkin, showering her with more gray blood.

"Brundidge!" She called out. She ran back to the prone Marine, guilt overriding her pragmatism. "Answer me Marine!"

A moan came from the Elva's lips just as Julia knelt beside her. Immediately she saw something was off. Underneath the sweat and cum covering Elva, Julia saw a body that was foreign to her memory. Shower time on the troopship Beowulf gave the Captain a good look at the Corporal's nude form: a blonde woman with an athletic physique, mid-sized breasts and sporting boyishly cut hair.

The female before her looked completely different. Elva now sported bigger, more defined muscles, breasts that had gained a cup size and flowing hair that reached her shoulders.

"How the hell did you get so tall?" Julia asked out loud, noticing that the corporal had grown at least half a foot, filling out her new form. Then Elva's eyes popped open.

"I can smell you Captain!"

Elva lunged upward, trying to wrap her arms around Julia's head, even attempting to french kiss her through her helmet's face plate.

"Get off Marine!" Julia ordered, standing herself up and leveling her rifle at Elva's head.

"What's wrong Captain?" Elva asked seductively. "You don't want me? I saw how you looked at me back at the ship."

"You are not in your right mind Brundidge," Julia answered, backing away from the woman. "I'm ordering you to pull yourself together!"

"Oh, I'm put together Captain," Elva smiled. "More than you know."

Julia's eyes widened as she saw Elva twist her arms and legs into unnatural positions, screaming as she did it, until her limbs settled in places that made the female marine look more like a predatory animal with a disturbingly human face. "You can be too, put together, you know?"

The Elva-thing pounced at Julia, her hand-paws slashing at her with claw tipped fingers. On instinct, the Marine officer answered back with a mighty butt-stroke with her rifle, knocking back the mutated Marine. The Elva-thing then slammed into a group of copulating mutants.

"That's not how you get me into bed Captain!" Elva growled, her face bloodied from a broken nose, standing herself up amongst the fallen bodies. "You are really killing the mood!"

"I said stand down Marine!" Julia ordered, pointing her F40 right at Elva as she backed away. "Or I will shoot!"

"Go ahead," Elva said, giving her officer a bloody leer. "It tickled the last time!"

Julia fired, sending a burst of 11mm slugs at Elva. This time it was the Elva-thing that was ready, bending her torso at an unnatural 180 angle, letting the bullets sail over her and tearing into another woman's face.

"Oh shit!" Julia breathed, at first for shooting someone else. The top of the woman's was almost blown completely off, hanging backwards like an old Earth Pez candy dispenser. But the Marine Officer retreated when she saw the female she just shot whip the top of her head forward, landing it on the gory stump, and give her an enormously bloody smile.

"Aw, Agnes likes you Captain!" Elva cooed. "Are you sure you don't want to join us?"

More eyes began falling on Julia as the other naked women turned from their fucking and aimed their glassy eyed stares at the Marine. The hulking brutes they were fucking began looking over too.

"Shit!" Julia cursed and turned to run.

She focused on the staircase, sprinting towards the steps as fast as she could. So it came as a surprise when one of the women, spider-walking on the lobby walls, jumped in front of her.

"Uhh!" Julia cried out as she was knocked down by the woman's slashing hands.

Swatting her rifle away, the spider-woman straddled Julia's waist and pinned her wrists to the ground. The other women were surrounding her now, all of them sweat slick and cum covered like Elva, each pawing at her armored body as they tried to strip her.

"Oh, you are going to have fun with us Captain!" Elva said as she strolled on all fours to Julia's head. "It'll hurt at first but you'll learn to love it."

They were all grabbing at her armor now, a jumble of arms and breasts surrounding her, pulling at her armor every which way. The loud grunts of the muscle-bound mutants gave her even more of a panic as they sounded like they wanted to get in on the action. That's when spider- woman brought her face up to Julia's visor.

"Want to taste," she hissed. Then, a long tongue snaked out from between spider lady's lips and began slavering Julia's face mask.

"Get off me!" Julia screamed. The word BOOST flashed on her HUD, kicking in her armor's servo muscles, boosting her strength fivefold. The spider-woman soon received a nasty surprise as her captive got free of her grasp and felt two slapping palms slam the sides of her head.

As the spider woman fell back in pain, Julia thrust the heel of her boot into a female's face and crushing it. Julia went on automatic, punching and kicking at her captors as she stood up, throwing the women into walls and onto the floor. The only ones still active were the shocked muscle-bound monsters who couldn't believe their prey escaped.

The hesitation was all that Julia needed as she drew her F3 11mm pistol from her thigh holster and let loose five rounds. Five pops echoed back as the muscle mutants fell, all minus the tops of their heads.

"Take one more step and you're next Brundidge!" Julia barked, pointing her sidearm at a visibly annoyed Elva. She had stayed back from all the action.

"You are being difficult Captain," Elva hissed. "And I'm starting to get angry!"

Elva's companions looked at her with dagger-eyes as they righted themselves, all wiping of bloody faces and mouths while slowly advancing towards the frightened Marine. Suddenly, a loud crash permeated the room, followed by multitude green tentacles writhing out of the corridor.

"Shit!" Julia said and fled from the scene.

She tried to shut out the screams of panic and pain coming from the women behind her and focused on the stairs. Her F40 rifle was at it's foot, snatching the weapon as she raced up the steps. Wet sliding sounds hounded her run, forcing her to fire at noises that turned into tips of slime slick tentacles.

Reaching the landing, Julia fought the urge to look back on the unholy noises she left and concentrated on the keypad lock of the communications center's door. One ear-piercing scream changed all that.

Startled, Julia spun around at the noise and regretted it immediately. It was Elva who screamed, no doubt caused by the tentacles sliding deep into her ass and pussy. Thick tendrils had wrapped around her limbs like a marionette, pulling her body up and down the invading shafts and making her body flop like a rag doll as she was penetrated.

She moaned loudly at the hard fucking but was quickly silenced by another tentacle winding around her torso and stuffing its tip into her mouth. Elva's tentacle fuck was repeated on all of the other women in the lobby with snaking tendrils wrapping around arms and legs, holding them down and stretching them out, with each opening on their bodies filled with a thick and pistoning tentacle.

And more tentacles were chasing her up the steps.

Julia found herself screaming in fear and rage at the fast slithering appendages, firing off the last of her HE-grenades as she punched the button lock of the door. Explosions rang in her ear as the doors shut behind her. Resuming her flight, Julia discovered that the spaceport operations offices were not as empty as she thought.

The whole place was filled with people fucking.

Not people having sex or making love. Just raw, bestial fucking.

They were on the floors, up against walls, peeking out of offices and cubicles, bent over desks. Male muscle monsters jamming their deformed cocks into every available orifice their sweat sheened female companions offered. And by the way their legs were stretched high and wide, their mouths greedily swallowing engorged members, their hips pushing back against violent thrusts, none of the women were wanting any help.

Self-preservation ruled Julia this time, jogging past the wall-to-wall orgy, careful to avoid the puddles of bodily fluids "mining" the floors and walls. And every time muscled monster or sex-enslaved woman reaches out, Julia answered with a shot from her F-40 or punch from her armor's power gauntlets.

"Just a few meters," Julia said, zeroing in on the double doors leading to the comm rooms. A thundering crash from behind shook her out of focus, the surprise making her trip over her own feet.

Righting herself, Julia turned to the commotion and with wide eyes saw a mass of writhing tentacles flood into the room. Sex-mad women and muscle ogres alike were snatched up in their twisting folds, drawn in to the mass of tendrils and swallowing them whole.

Terror now held Julia like a vice, making her flee from the sight and straight for the comm room.

"C'mon, c'mon!" Julia chanted as she fumbled with another keypad lock. "Damn it! What the fuck are the numbers?!"

A sudden thud at her side made Julia yelp in surprise, jerking her head to the left. She cried out again when she saw the face of one of the sex-crazed women. Only the lust had gone from her eyes, replaced with a dead stare that locked on Julia's gaze. Then, tendrils came out of both the woman's nostrils and snaked into her ears. She was abruptly jerked back, disappearing into towering mass of twisting tentacles barreling towards Julia.

"Open, God damn it!" Julia said, frantically punching the keys.

The doors yawned open, with Julia almost falling into the gloomy room. Smashing her fist onto the key lock, Julia stepped back from the door as it shut. Just in time to see it out bulge out as the tentacled mass crashed on the door.

"Got to warn them," was the thought that was running through the Marine's mind. It drove her forward past the darkened pathways lined office with overturned chairs, tables and cubicle partitions. Blood and bullet holes decorated the walls and scattered furniture, further accented by the bleeding bodies of Terran Marines, muscle monsters and naked women.

Julia pushed on, the loud crashing on the door forcing her dash to the main comm room. "Don't be locked you son of a bitch!"

The comm room was open but Julia's heart sank when she saw armored body parts and torn tendrils strewn outside the torn blast doors of the comm room.

"No, no no!" Julia said, running inside. It was obvious that her Marines made a last stand. Bodies of Marines, most still clutching their weapons, were entangled by strange snake like appendages, many of which had claw like claw-like tips or ended with strange alligator like mouths that no doubt cut into her comrades' flesh.

But a quick scan of the room told her that her Marines had done their job. "The comm lines are open!"

The main communication stations at the center of the room had holo displays and interfaces emanating from their tables, all of which were functioning and had the Earth system address already punched in. The high concentration of bodies and body parts surrounding the station also told her that her Marines had the same idea she had. Get the word out.

"Sorry Henderson," Julia whispered, pushing off a chair the body of a dead Marine whose helmet sported a bloody baseball sized hole. "You died well."

Sitting in the chair, Julia quickly punched up a FTL Comm Burst channel hailing the Forward Starbase Ermey. "This is Terran Marine Captain Julia Strieff of the expeditionary cruiser John Basilone, serial number 6-5-4-5-3-7-5-3-4. My unit has encountered hostile xenoforms on the New Petrograd colony..."

The loud screech of tearing metal halted her message, making her turn her head to the noise. The screech was followed by the sound of slithering skin and furniture being thrown about.