Karen moaned in ecstasy as she let her grubs feed from her. Her young were massive, each almost as big as a volkswagon at birth. These new grubs matured quickly, as if the new alpha male seed had elevated them to a new stage of evolution. The larvae fed until they were bloated, then drew themselves into a cocoon. More than half of them had already gone into the chrysalis stage, and they festooned the walls and ceiling of the hivespire.
The massive matrairch gently lifted each larva from her breasts and set them back inside their new temporary dwelling. Now where did Diana and Kori go?
She got her answer when she heard a sound from behind her. Her sisters waddled, their faces flushed, around a corner into view. Their gait was almost comical as they negotiated all six limbs around their swollen bellies and bloated, streaming breasts. Karen thought they were beautiful, their bodies glowing (more than usual, in Kori's case) with new life.
I see you met our new favorite son, Karen thought wryly. She dropped to all six and kissed each sister in turn, their lips sliding and sucking on one another, tongues twirling like sea snakes. Where is he now?
We managed to wear him out, Diana smiled. He's sleeping it off.
Yes, but an amazing lover is he! Kori thought with a purr. What did you do to him, Karen?
I'll tell you later, Karen nodded. Right now I think you two need a place to spawn. It was true. Karen could sense the lives inside Diana and Kori were getting close to release and they needed a familiar place to gestate. She sent out another psychic command to the swarm and a hundred males got to work to work, gouging and tunneling out another pair of office buildings, filling them with resinous cum and shaping them to their new purpose.
Karen smiled. Her children were truly a marvel. They could take something that once was designed for the futile pursuit of commerce and profit and transform it into a beautiful new nest for their unborn swarm-mates. She looked around and realized that the city was completely dark. They had caused so much damage to the infrastructure that the power had completely cut off. Her eyes were drawn to the stars above and she felt an aching need...
Her mind hearkened back to the vision of herself in her dream... Karen imagined simply reaching out and plucking the stars from the sky like ripe fruits, snuffing each one out in her bottomless hunger. She frowned when she saw a metallic speck crossing her vision, marring the view of the pristine starscape. Whatever satellite that was, it ruined her reverie. She zoomed in and her lips split into a grin.
I'll be back in a few, she thought to her sisters. I have an itch that needs scratching.
***
In another part of the city, three different "sisters" were exploring. Terra still had her powers over rock and stone, and she was using it to lift her and Kate on a chunk of road up the side of a building. Lyta floated beside them. They got to the top... or what was left of it. The roof had been cut off completely.
"Here we are," Kate said. "12th floor, clock tower gearworks and Birds of Prey headquarters."
"I think we were beaten here," Lyta said, drifting over the edge. Atlee and Kate followed, and Kate jumped off the improvised elevator to land amongst a group of cocoons. They pulsed visibly, their occupants inside still in the midst of their transformation. The rest of the place was wrecked. The bank of computers were dead and ruined, and the three could still smell milk that had rained in. Kate smiled as she caressed the shells with her claws.
"Who are they?" Atlee asked, hopping off her rock.
"Just some friends," Kate replied.
***
Karen flew upwards, filling her lungs with air. She knew the League still had that fusion cannon on the Watchtower. Decommissioned or not, it could still prove a problem. Besides, she wanted a taste of true freedom...
She closed her nostrils once she'd felt she'd sucked down enough air to last her. As if sensing her motives, her body began to transform again...
The air became thin. More lungs blossomed inside her, creating a self-sustaining respiratory system that could function almost indefinitely in a vacuum. Her blood pumped harder as redundant hearts grew in her chest, feeding more oxygen to her vital organs. Water beaded on her scales as she climbed through the mesosphere. Her carapace grew glossy, hard, and pearlescent to protect her from both cosmic radiation and micrometeors. A nictitating membrane slid over her eye for the same purpose.
Her quarry came into view over the horizon as she passed the terminator into daylight, pure sunlight warming her body. The Watchtower gleamed in the airless void of space, and Karen licked her lips as she soared towards it, undulating her body like a sea creature.
She slammed into the hull, digging her claws in. The skeleton crew panicked as they saw her enormous reptilian eye staring into the windows. Karen crawled to the oblong end of the satellite and guided it into her pussy, crushing the metal with her internal muscles. She frowned. It wasn't nearly as comfortable as she'd hoped.
Karen pulled free and began crushing the hull, compressing it down. Her heat vision melted the tortured metal and she sculpted it like soft wax. She worked her way down the length of the satellite, oblivious to the cries of the occupants. She was predator, they were prey. Their lot in life was inferior to hers, and right now she wanted pleasure. She didn't even bother blasting the few escape pods that managed to launch before she was finished. After all, where would they escape to?
Finally, her masterpiece was finished. It was a little rough, but she had crafted the metal into a curved phallic shape that gleamed in the sun. She took hold of it and slid it inside herself, crying out silently as she pleasured her womanhood with the remains of the Watchtower. Her body twisted and writhed in the zero-G environment, pussy juice clinging to her new toy and milk swirling out of her breasts in gleaming white droplets as she toyed with her nipples.
Karen's orgasm was silent, but the intensity was clear as her body arched and stiffened, mouth open wide in a scream that would have deafened anyone nearby. She shivered as she pulled the toy free and tossed it away, watching the last vestige of the Justice League tumble end-over-end into the void.