The swarm howled as their leader and mother landed heavily in the middle of the city, rearing her head up to see the devastation and smiling with her luscious fanged lips. Karen's brood had annihilated or converted every League member who arrived, leaving the city and much of the world defenseless from anything she had planned. Stalking down the streets like some six limbed lioness Power Girl plucked trees from the ground and ate them like they were celery, ripping the roof clean off of a grocery mart and shoveling produce and meats into her open maw, oblivious to the metal and plastic they were contained in.

Feeling full after gorging on what she could find Karen purred when a familiar heat coursed through her body, she was ripe for breeding again and she anxiously looked for a male to spear into her and flood her womb with seed. But what she found made the monstrous leviathan pout, she had grown so large, so powerful so quickly that all of the males in her swarm barely came to her ankle. The heat in her loins intensified making Karen shudder with need, lowering one of her claws she drove it into her gripping pussy to stem her urges, growling as it only fanned the flames hotter. With her eyes closed and her tongue lolling out her fanged mouth Karen felt she would go mad if she didn't find a suitable male.

Then it hit her...

Wide eyed and focused she looked over to a group of her children feasting on the remains of a police officer and his patrol horse, licking her lips she snatched one of the males up and looked him over, licking his entire front before shoving him towards her heaving van sized breasts. Drink! Feeling the fanged mouth clasp around the puffy leaking nipple Power Girl moaned and purred as her chosen male drank heavily. With each gallon of milk the ogre sized creature began to swell and grow, the crick-crack of bones shifting and changing as it continued to drink. Grabbing hold of Karen's breast with both claws the male pulled harder, drinking even more as it began to grow.

With a grunt the male shifted as a heavy long tail started pushing its way from its spine, flicking and wagging as the bones popped and grew. It's chest heaved as it grew broader, chitin forming down its front like armor as its arms nearly doubled in length and mass like a gorilla's. With her claws roaming over the thing's back and head Karen purred when she felt her prize grow even larger, its neck growing longer like hers as the mouth nipping at her tit stretched longer and became bullet shaped like her own. Rolled onto her back by the growing male Karen leered at its progress, now more than half her size she could feel something heavy and long buck against her belly and lower breasts. Finished with one breast it switched to another, then another and another. Each supply of milk it drank made it grow larger and fatter by the second, catching up to the moaning anxious brood queen under it. By the time it had enough and pulled away the massive creature roared out into the smoke filled night, alerting the rest of the swarm of its presence.

Over a hundred feet long and covered in craggy green chitin it looked like a hideous mix of a reptile, gorilla and a grizzly bear. Hunch backed with a row of spines lining down from its neck to the bulbous mass of its tail, its head was broad and long, almost saurian except for human like lips lining the shark toothed mouth it sported, heavy talons groped at Karen's breasts and arms as it lined it's bus sized cock with her drooling folds. Looming over her and snorting in arousal the alpha male Karen had helped mature looked at its matriarch with glassy reptilian eyes. Power girl could sense it, his mind was so drowned out in testosterone and instinct that it had become mindless, roaring out triumphantly the male speared into Karen's pussy, thrusting its hips in jolts before picking up speed and strength.

Grabbing hold of the building behind her head and cutting scores out of the stone and metal with her talons Karen wrapped her stout legs around the brute's waist, her ten breasts wobbling from the force as she felt him spear deeper and harder, its ribbed surface driving her wild. She felt amazing! Like the first time she felt penetrated so long ago she finally found a male big enough and strong enough to satisfy her at last. Watching on as their mother mated with the enlarged creature the swarm of hundreds looked on as they heard the two roar in unison, sharing in climax as the car sized testicles began pumping their payload into her, flooding her womb... And to Karen's surprise he wasn't finished. Rolling her over again the male growled as he gripped her wide flanks and started thrusting again, pulling her tail up until it hung over his shoulder. Taken from behind Karen growled and moaned, spreading her legs wider to give him more room. She howled when she felt the brute bite down on her shoulder, not hard enough to pierce her green translucent skin but enough to clamp down and hold her there.

With another earth shattering roar the two came together, making Power Girl's belly groan from being so filled. Slowly dismounting her the large male nuzzled against Karen's lips, the two licking each other's faces before the thing raised its saurian head up and sniffed the air, leaping up into the night sky and flying to another part of the city.