Podunk

Claire furrowed her eyebrows as she looked down ,watching as the cloudy liquid continued to fill the pod. "A good model...? Am I going to be like Illia?" Claire asked before she gasped at the sensation of her arms being pulled up and above her head. As the tendrils began to coil around her, Claire felt another tingle running up her spine as her sex clenched underneath her. This was... exactly like her fantasies. She wanted to pinch herself but she knew she was wide awake. A soft groan left the girl's lips as she felt the first tentacle sliding right into her sex -- the penetration much easier than it had been the first time the creature took her. It felt... better. More enjoyable than she realized it would be -- so much so that Claire moaned out as the tentacle before her mouth spread open. Claire exhaled before she parted her lips, leaning forward to allow the tentacle to press to her face as she tried to relax as much as possible -- to allow the creature to penetrate her deep and make her body more... "Resilient"

It slowly pumped two more of the tendrils into her pussy and two more in her ass as the fleshy pad curled around her face and the tube filled her mouth. The flesh all around her was constricting and soon she found herself totally covered in the tentacles, every inch of her body encased in the throbbing pink meat. It fucked her gently, alternating between thrusting into her ass and pussy.

Then the 'feeling' started. Her whole body started to ache and tingle. A sort of dull burning. It did not hurt but was distracting. She could feel her skin stretching and her muscles flexing against her will. All the while the slow methodical pumping of now 5 of the hot dog sized things in front and three in back.

The young girl let out a muffled moan into the fleshy pad that had sealed against her face as she was covered in the milky liquid and tentacle flesh. Her pussy throbbed as more tentacles began to slide deep into her sex as her tight rosebud clenched against the invading tendrils pushing into her ass. She was covered in tentacles, her arms and legs completely restrained with all her holes filled. Claire felt her her heart rush with excitement... She was utterly powerless as she was taken by something otherworldly and alien. This was one of her darkest fantasies come true and her sex gushed as the now five tentacles pushed deep into her slopping wet hole. Claire's legs kicked hard as she orgasmed for the first time within the cocoon, her toes curling as she bucked her hips, almost as if she were begging the creature to fuck her harder.

"Again your body betrays you" she heard as she panted after her orgasm. The creature picked up speed and thickened the probing things inside of her, now the ones in front were coiled together into one thick shaft and it stroked her as deep as she would stretch. The ones in her ass started twitching and vibrating and she felt little suckers on her clit and nipples. Tiny sharp pricks started pinching her body all over as the pod injected her with something in her breasts and ass, around her bellybutton. There was so much sensation that it all just blurred together.

Claire let out another groan into the mask of flesh sealed against her face, trembling as the tendrils within her sex began to coil and thrust together as one. It felt as if they had filled her sex entirely, pounding into her womb even -- but she couldn't tell. Everything that was happening to her was enough to make her head spin as the tendrils took her again and again in all of her holes. As she felt sharp jabbing pressing into her skin.

The girl shuddered as she heard that taunting voice in her head -- she couldn't help but ask, "What are you doing to me...? Will I even be human at the end of this?"

"Not entirely, we're making improvements to your fragile body, making your task easier. You will go out and return with others like you, young, fertile, healthy humans we can spread our seeds with."

The thrusting and probing intensified again, and she started to taste a metallic gas in her fleshy breathing mask. "The next part will be very painful so we are going to make you unconscious" just as her whole body started burning from head to toe, inside and out.

Claire felt another tingle up her spine as she heard the creature explain the quarry she was supposed to return with -- "Young, fertile, healthy humans to spread their seeds with". It sounded like an alien invasion where they'd use her body to be a broodmother. The thought thrilled Claire more than she would've liked to admit. Before she could dwell on her fantasies further, however, she tasted the strange gas now powering into her mouth. "...Huh?" Claire asked as the creature flatly explained she was going to unconscious for the next part.

In the next moment, Claire knew nothing but agony as she felt her entire body burning as if it had been set on fire. The darkness that enveloped her consciousness in the next few heartbeats was a blessing.

When she woke some time later, it was hard to tell how long, the creature was again inside one of the pods, and there were two of them built, hers and the other unfinished one. Claires body ached and tingled and was covered in slick shiny oil, she was on the floor of her basement atop a carpet of now firm rubbery flesh. the whole room was covered in the stuff now, every inch of the floor and ceiling, the stairs up into her house were barely distinguishable, it looked like a ramp.

Claire coughed as she began to stir awake, a soft groan leaving her lips as she realized she was outside of the pod that she was in before. The young woman winched as she began to pick herself up from the floor... which was now a mass of strange, rubbery flesh. Claire blinked a few times before she glanced back -- there were two pods now. How many were there before she stepped into hers? Just how long had it been since she stepped inside? Claire shakily climbed up to her feet, beginning to make her way up what used to be the stairs. "How... long have I been out?" Claire asked as she stumbled up, trying to make it toward the first floor to splash some water on her face

Claire winced as she finally climbed up from out of the basement. The girl shambled her way toward the ground floor bathroom, completely oblivious to the bowl of cereal she had poured out earlier had turned into a strange goop -- the milk long since curdled from sitting out. Claire could only plant her palms against the sink, turning on the faucet to splash water on her face... before she finally looked up into the mirror. A shriek left Claire's lips as she almost didn't recognized the person looking back at her. Her hands went down and cupped her breasts -- no longer a pair of tiny mosquito bites, but plump and well-shaped and perky...! Her waist had thinned and her hips seemed more flared out. She stilled looked as athletic as she always was... but less... country bumpkin and more... statuesque!

"now bring me this 'boyfriend' you spoke of, I want a perfect male specimen"

Claire felt her cheeks flush again as the creature's voice filled her head. "He's not my boyfriend...! He's..." Claire then bit her bottom lip as she thought of the next word. Crush? Interest? The girl shook her head. "He's just a friend." Claire asserted before she shook her head and began to climb up the stairs toward the bathroom again... She needed another shower, take the slime off her skin... then she'd go find Jake.

Claire stood in the shower, scrubbing herself clean of the sticky remnants of her transformation, the stuff was in every nook and cranny and as she ran her hands across her body she quickly realized that the creature must have done some seriously miraculous things to her inside and out. For one, she was flexible and far more sure footed than she had ever been in her life, she was easily able to lift her leg straight up and stand on her tiptoe on the other foot even on the slippery porcelain.

Claire took her time in the shower, making sure to clean herself off of that strange catalytic ooze as she inspected her body while scrubbing her skin down... She was rather impressed with how... healthy she felt. She was always strong, but she felt even stronger now -- and certainly more flexible than she'd ever had been. And that was in addition to just how beautiful she was now! It felt like a dream come true...! Why... She didn't know much about the creature living in her basement, but in spite of everything... this might be the best thing ever to happen to her -- to humanity! She wanted to take more time to study the creature -- figure out just how it could communicate with her telepathically, how it could change her body... The medical applications of those pods were immeasurable! But... as much as she wanted to learn about it, it also seemed to want to learn more about humans. She wanted to make sure that they were going to be friends on this -- to establish a solid connection between their two species...

The monster in her basement made a sort of humming chuckling sound in her head and then gave her it's instructions. "Claire, I am going to be unable to communicate with you while you are out and about unless you take a piece of me with you, I am also preparing a spore that should help you convince "Jake" to return with you. Finish quickly and come down before you leave."

The young blonde then took in a gasp as the monster's voice boomed in her head again, sending a shiver up her spine as she swallowed a gulp of saliva, turning off the water and stepping out to admire herself in the mirror again as she toweled off her hair. "Okay... I'm coming," She replied back before wrapping the towel around her body and making her way down the stairs. Her pussy quivered as her feet touched the fleshy surface that had covered her basement stairs, somehow keeping her balance in spite of the fact that the stairs had essentially become a fleshy ramp. Claire felt her pussy clench a bit as her clit stood up on end as she stood in front of the flesh wall again, her eyes glancing toward the pod she came out of. It really was like her erotic dreams... Claire secretly hoped she could go back into the pod sometime...

Growing up out of the center of the thick fleshy floor was a weird plant like structure with little orbs growing on in, most were very small but one had swelled up into a baseball sized translucent globe. One of the tentacles slid from a puckered opening in the ground with a 'shlepppp' sound and came up to her face level between her and the strange fleshy tree. "Open your mouth."

Claire felt her cheeks flushing as she watched the tendril rising up from the ground before it rose up to her face. "Well... that's suggestive..." Claire mused before she took in a shaky breath and parted her lips, holding her tongue out as she waited to accept the tentacle into her mouth. As she did, Claire found her hand wandering toward her abdomen, slipping between the gap in her towel to rub at her lower belly. She was fighting the urge to stroke herself as she waited for the tentacle to enter her lips

It wavered in the air in front of her and the end split open like a mouth, inside a deep purple very knobby thing pressed out dripping slime on the floor with little plops. It pressed the thing between her lips and it stretched the corners of her mouth as the flayed out end of the arm curled around the back of her head and pushed easily 8 inches of the fat thing down her throat. Claire could feel her esophagus clamp down around the pickly thing and the creature released her head, rearing the slowly sealing tendril back and retracting it to the floor. The thing in her throat twitched hard and stuck out a few inches from her mouth. It wiggled deeper and deeper with each twitch and finally Claire felt it slide down her throat and felt relief. "Creating this larve which you now carry was very strenuous for me, it will be some time until I can recover. We will need many, many more of your kind to replenish my energy."

"This spore will make the male more susceptible to your pheromones and more interested in mating with you. Break it near enough that he inhales the vapor, go now."

Claire's eyes widened as the the tendril split open, revealing the strange purple thing inside. As the tentacle reached forward, the young blonde's stomach -- or the muscles where her stomach used to be -- clenched as her fingers dove into her dripping sex. A muffled moan rumbled up Claire's throat as the tentacle clamped down around her face as she was forced to accept the twitching purple payload into her mouth, her eyelids fluttering as she fingered herself furiously as the thing began to wiggle and twitch in the back of her throat, even as the tentacle released her head. Claire could've sworn she came a little as she the purple pickle-like thing finally slid down her throat and air began to fill her lungs again. "Mmmrphf..." Claire coughed before she wiped the corner of her mouth, her knees quivering before she nods and slides her fingers free from her pussy, the hand going up to lay flat against her belly.

"O-Okay... I'll go get Jake..." She murred out, her head still dizzy from the small orgasm and the slight asphyxiation. She plucked the baseball sized rubber ball from the appendage and then turned around and quickly made her way up the ramp toward the rest of her house, wiping herself with the towel before putting on some clothes and getting on her bike to ride toward Jake's house.

Claire rode the back roads, she felt amazing and had so much energy. As she turned onto the field road that led to the back of Jake's family's farmhouse she noticed that their cars were gone and the house was mostly dark except for one of the back windows. She quietly parked her bike and walked to the dim window, as she got close she could hear lewd moaning, a woman begging to be fucked harder and as she looked in to his house she saw Jake, in an arm chair, naked watching hard porn on his laptop and stroking a huge erection.

Claire furrowed her eyebrows as she approached Jake's place -- no cars. Was he not home? The girl sighed as she set her bike down, leaning it against a fence as she began to make her way toward the farmhouse, pacing toward the windows, hoping to find her friend. As she approached the dim window, Claire bit her bottom lip. God, was Sarah here? How was she going to explain this if Jake was having fun with his girlfriend over?! Thankfully, however, as she looked inside the window, Jake was alone. Surprisingly, however... she childhood friend was completely naked, stroking away as an impressively sized dick. Claire found herself staring at Jake's well-built form for a few moments before she shook her head and sucked in a breath, making her way toward the front of the house and knocking hard. "Hello? Jake? Are you home?" Claire asked, waiting for the door to be opened.

She heard a racket and Jake swear loudly, "Just a min..." he shouted hastily. After a couple moments he came to the door, wearing a tee-shirt and shorts. She noticed his bare feet...he looked flushed in the face too. "Claire...hi you...you look different, is everything ok" he babbled.

Claire couldn't help but giggle as she heard the sounds coming from behind the door. The blonde was already smiling as the door opened, Claire looked up at Jake before musing out loud, "Was I interrupting anything?" She stepped forward and hugged him. She felt his thick cock, still hard, tucked up in his waistband press against her belly. "Yeah... Everything's fine. Better than ever, actually!" Claire explained, before she let go and smiled brightly. "How are things between you and Sarah?" She asked as she tilted her head. "I haven't seen you guys in a while... since I started going to Saint Seiya's. So I wanted to catch up, and hopefully show you something I found!"

"Oh things are great, here...come on in..." he swung the door open "I was just watching youtube videos." after leading her to the kitchen he turned, "what do you want to show me?"

Claire beamed as she stepped inside the boy's house, shaking her head as she realized that the boy was still throbbing in his pants. "Well... You know how I was always saying how there has to be more to life than Podunk and county fairs and blue ribbons...? I..." Claire then sucked in a breath and blurted out, "I found something. Like... an alien lifeform! No kidding! It wants to learn more about us -- about humans! So far... it only knows about me, but it seems to want to know about men as well... and well --" Claire explained before twirling around. "Look at me! Can you believe this?! I always thought I was always going to be some country hick and I'd never been as beautiful as those girls at the academy... But! Look! It helped me! I think that just changing my appearance is just one of the many things it can do -- It might be able to make it so that humans don't get old or sick... And... and I know I'm rambling, but I want to show it to more people! And well... when it asked about men, I couldn't help but think of you, Jake."

Jake was ogling her for sure. He zoned out about five words into her excited explanation and was just staring at her tits. "Huh?!" he said sliding around behind the island in his kitchen, on of his hands made a quick motion in the front of his shirt, probably readjusting his now dwindling hardon. The Alien spoke again, "Hurry...I cant maintain this connection for long, you want to mate with this one don't you, present yourself to him, he seems aroused, break the spore and he will be very agreeable"

Claire furrowed her eyebrows as she heard the voice of the creature inside of her head, quickly shaking her head as she thought back, "What! No! That wasn't it at all! Besides, I can't do that! He has a girlfriend -- Sarah, remember? You just said you wanted to meet a member of the male sex... and I'm going to bring him home. No one said anything about... mating with him!" The blonde then blinked as she returned her attention back toward Jake before she let out a sigh and rubbed her temples. Right... Jake would always zone out when she talked about anything science related.

"Jake -- Hey! Pay attention! I just really need your help with something right now, will you come home with me?" Claire then places her hands on her hips as she tilts her head. "And yeah, I get it. Flat-as-a-board Claire has tits now, but focus here!"

"I, uh. You want me to come with you where?" he seemed kinda confused and his eyes darted around.

The creature insisted, "We don't have time for this, he is hesitating, use the spore" Claire could feel a churning inside her, the little larve in her tummy was twitching, it would not live much longer. "Sarah is coming over soon Claire, I uh..." he looked her up and down again, noticing the involuntary blush of her cheeks and chest from the Aliens lewd suggestions. "I don't think that is a good idea..."

Claire raises an eyebrow as she tilts her head. "My house. Remember? Couple miles down the road? You used to come over all the time when we were kids... C'mon, why are you acting so weird?" The blonde felt her stomach turning as the alien continued to tell her to use the spore -- why was it insisting on such an action? She could get him to come with just words, she didn't need to force him. Claire then blinked and just looked at Jake before saying nonchalantly. "If Sarah's coming over soon, she can come with. Even better if she has a car, because I only brought my bicycle." The blonde then stared at Jake for a moment before she asks rather bluntly, "...Do you think... I'm propositioning that you cheat on Sarah with me?"

"I'm sorry Claire but I can't leave this to chance, later you will understand" The Alien said weakly in her head and her vision blurred. Her knees felt weak and her body just failed her, she barely caught herself against the edge of the counter before collapsing onto Jake's kitchen floor on her back, she heard a loud pop as the globe in her backpack ruptured and all around her she could see a fine purple mist spreading around her body. Jake rushed to her side and crouched down to see what was wrong and sucked one lung-full before he too nearly fell on-top of her. The alien inside of her was dead now and could no longer communicate and as the feeling returned to Claire's body she was covered from head to toe with pins and needles. Jake was in a stupor, he had this dumb look on his face and his mouth hung open a tiny string of drool at its corner. He stood up and just stared at the floor gently swaying there.