Podunk

The blonde suddenly made an incredulous look on her face as she asked aloud, "Wait -- what's that supposed to...?" before she suddenly felt the strength leave her body. Claire didn't even remember falling down -- it felt like she passed out for a moment before she woke to Jake standing in a trance above her and purple mist filling the air. "Oh... god damnit!" Claire swore as she scrambled to her feet, snapping her fingers at Jake, trying to get him to his senses. "Why?! Why did you do that? I could've convinced him!" Claire thought back hard. She didn't hear any answer, earning an aggravated "Argh!" from the blonde before she took Jake's hand and began to pull him toward the door. "Guess we'll have to walk, then! I have no idea what it is you breathed in, but I don't want you ending up in some government lab being vivisected, so we need to get you home quick."

Claire then sighed as she rubbed her temple again. She really would have preferred if Sarah was here to just drive them.

As she pulled his arm the tension lifted his shirt and she again caught sight of his big throbbing cock, the near fall had messed up his shorts and it now just stuck straight out, the band of his underwear tight against the base above his balls. He reached down and was stroking it, staring at her with a hungry look in his eyes.

Claire recoiled from the sight of Jake's throbbing dick pulsating against his stomach. "Ugh! Jake...!" Claire whined before she bit her bottom lip. This was exactly what she was trying to avoid -- how was she going to bring Jake home when he was zombified and walking around with an exposed erection?! The blonde then sucked in a breath as she asked aloud, "...Are you gonna chase me?" Before turning around and darting toward the door. She hoped the answer was, "Yes". That way, she could just bike all the way home with Jake following her like a puppy. She just hoped no cars were on the streets otherwise poor Jake was going to be arrested as some sort of sex offender.

After what felt like a few hours, Claire finally reached her farm. It was a... taxing journey -- Jake seemed more animal than man... bordering on vegetable. Whatever was in that "Spore" the alien gave her must have been quite potent... quite a long time had passed and Jake was still... completely out of it. The sound of Max's barking at Claire's return did warm the blonde's heart a bit. "Hey... Good boy," Claire said to her dog, rubbing his head as she continued to lead Jake toward the house, moving through the back door and shutting it behind her as she looked down at Max. "I know it's been a while since you've seen me, but be a good boy and I'll give you some treats later, okay?" She reassured her dog through the screen door before making her way toward the basement... flesh ramp now.

"I'm finally... home. It took a lot longer than if you'd had just waited and let me convince him to come... now can you please turn Jake back to normal? He's been drooling over my tits for over an hour."

The place seemed different, far less alive, the floor was slack and the usually undulating nubs and structures on the walls and hanging from the ceiling seemed droopy and thin, the Alien barely was able to speak, "Get...into...pod...both"

Claire bit her bottom lip. Was this why the alien was so insistent that she come home quickly? Was it dying? "Oh, hey! Hey! What's going on, what happened?!" Claire asked as she laid eyes upon the sickly grey nest. She hadn't been gone that long, had she? Claire looked to Jake -- she really had no way of getting him back to normal if the Alien was dead. "Oh hell, please don't stay a vegetable...! I hope to god this works," Claire said aloud as she dragged Jake over toward the other pod and pushed him inside. "You'll be fine... Just don't panic... and everything will be fine," She repeated -- possibly as a reassurance to Jake. Probably to herself. Claire hoped that she made it back in time. The girl then began to strip off her clothes -- no sense in having them dissolve like last time -- before she slipped back into her old pod, waiting for the alien to seal it once more

Her pod barely moved but as Jake turned around in his she saw hundreds of thin tendrils lash out from all around him, they ripped his clothes and lifted him up as the front of the pod closed up. She watched in amazement as the pod did the same things that it had done to her to the big hunky guy, penetrating his mouth and ass and attaching suckers to his nipples, the things explored his body and she watched as he ejaculated once against the clear part of the pod, one of the little tentacles split at the end and licked up his come before slipping over his still hard cock and sliding all the way to the base. Her pod slowly closed as well and started filling with the liquid, the creature did not touch her however, and just as the stuff was neck deep a single tentacle dangled down in front of her face splitting and covering her mouth and nose like a breathing mask.

Claire watched in amazement as the tendrils reached out and began to explore Jake's body, much like her own. She had been busy for the last couple of hours trying to fetch Jake that she had to actively ignore his big throbbing cock... but as the tendril split and slipped over his pulsating dick, Claire had to stifle a moan, reaching down and stroking her smooth slit. The girl wiggled her toes as liquid began to fill her pod, eagerly offering her face to the mask-tentacle as she slipped a finger inside of her pussy. She had to admit -- her heart raced whenever she was in this pod... just imagining what the creature would do to her gave her shivers.

The pod finished filling with the warm clear goop and it distorted her vision a bit but she still could see mostly what was going on. She watched as the pod curled around her friend slowly encasing his body in the ropy flesh, he twitched and bucked as the creature had its way with him but quickly it was hard to tell where the creature started and he ended, he was totally encased in the flesh and held there spread eagle. Again the thing started talking, it sounded like it was slowly gaining strength again and Claire even noticed the color returning to the floor and pod all around her. "This is an inferior version of your species, he lacks genetic material that you possess."

Claire cooed softly into that breathing mask as she continued to enjoy the spectacle of the creature probing and toying with Jake. If Claire could breathe a sigh of relief as she watched the color returning to the greying flesh of the floors and walls and pod, she would've. It wouldn't have done to have such a wonderful alien species simply die out so soon after being discovered. The blonde then blinked as she heard the creature's voice in her mind again, raising an eyebrow.

"Well... Males don't have the redundant X-Chromosome, so that's right... but we're a sexually dimorphic species. They have their redeeming qualities, namely they're physically stronger due to the testosterone in their systems and, well, we sort of need them to reproduce." Claire explained matter-of-factly.

"I don't believe they will be necessary any longer, I will modify your body to provide the necessary genetic material for your species reproduction, and as you have already surely noticed, your 'strength' as you put it is mostly a product of your individual cellular ability to create energy, which I have already highly improved. This creature will sustain my growth for some time but in order for us to grow young, you will need to bring me more of your kind, more like you."

Claire furrowed her eyebrows a bit at that last part. "Sustain... your growth?" Claire asked, a pang of worry shooting up her spine.

"I mean... sure, I can... show you more people... but wait a minute what do you mean by sustain your growth? What are you doing to him?"

At the moment, she didn't even seem to notice that the creature was going to modify her body even more. Her eyes were focused on Jake's pod -- she couldn't see him at all, underneath all those tentacles.

"I am absorbing his genetic material, memories, and body matter so I can create more receptacles like the one you are in now for the next of your kind that you bring me. It required a great deal of my energy to give you the gifts you have already received and I still have more to do."

Claire's mind again flashed images of her dark fantasies, wrapped up in dozens of cocks all sliding over her body and dripping cum all over her. Her literally pulling her holes apart and begging them to fuck her two at a time in each place. It came right from her mind and made her shudder at how perfectly the creature knew what she wanted.

"I know what you want and I will give it to you, time and time again, but you must help me to colonize this world and we will need more willing subjects like you."

Claire's stomach sank as she heard the answer in her mind. "Absorbing?" Claire repeated before she insisted further, "Absorbing how...? Oh God... you're not... -eating- him, are you?" Claire asked in horror, her hands coming up to press against the clear flesh of the pod, trying her hardest to get a good look at what was going on in Jake's chamber. Her heart was racing as she pleaded, "Wait...! Wait, please! If you need food, I can get you food! I can get cattle from a rancher! You don't need to..."

Claire's words were cut short as her vision spun, her eyes fluttering as her brain flashed her dark fantasies, of those cocks pressed against her, cum smearing against her skin. Claire didn't even realize her hands had gone right back to her pussy, stroking her sex vigorously before she had to snap back to reality. "I... I can... I can get you other women... I go to a school full of them... but... we can't hurt people!" she pleaded -- her stubborn morality and conscience standing in the way of being a completely "willing" agent of the alien's desires.

"This is our way now. Soon your naive species will understand that being a part of something, a collective consciousness is the next step in your evolution. You will no longer need this type, they are, how did you put it, "cattle?" We are only interested in desirable healthy creatures like you. I have almost finished with him, prepare yourself, the next transformation may give you some discomfort, but only briefly."

Claire felt the slimy pads at the back of her thighs and they curled and groped up behind her, pulling her legs apart gently.

Claire's eyes widened as she heard the creature in her mind, horrified at how coldly the creature was referring to Jake. "What?! No! He's not cattle! That's my friend in there!"Claire reached up, pounding at the fleshy screen. "Jake! JAKE!" Claire screamed through the mask, her mind racing, trying to think of a way to get out of the pod -- to save Jake if she could...!

How could she live with herself if Jake died? Especially since she was the one who saved the alien creature and put it inside her basement. Claire winced as she felt the slimy pads starting to curl around her thighs, stubbornly keeping them closed as she tried her hardest to resist the creature.

"NO! Stop this! I won't help you anymore! Not if you're going to hurt people...!" Claire mentally screamed. She hoped, prayed, that the creature would listen to reason.

She felt more of the ropy things at her wrists and they wrapped around her torso and up between her tits before pulling her back against the back of the pod again. The pads on her asscheaks spread her legs and as her back and as her butt hit the wall, her whole body sank into the flesh. She looked down at a new bulge in the floor and traced the fat fleshy tube along the floor of the room to Jake's pod. The tentacles pulled her legs apart and straight out in front of her, before spreading them as far as they would go. The tube suckered onto the top of her pussy, right over her clit. It sucked hard and at the same time she felt the things penetrate her vagina and ass, thin smooth ones this time. every time it pulled at her clit she felt hot liquid getting pumped inside of her and started feeling a pinching feeling behind the top of her slit.

Claire screamed into the mask as the tendrils of the pod wrapped around her arms and chest, unable to resist as she was pulled back against the pod, away from the clear film. The girl was struggling now -- like a desperate animal within the pod. She was resisting the creature's tendrils and pads with every fiber of her being... but in her horror, in spite of the newfound strength the creature had given her... she could hardly slow down the creature, let alone stop it. Her thighs were quivering, muscles straining as they were forced apart before that tube clasped over her sensitive clit. Claire's heart was racing as she stared down at the tube, following it and how it seemed to connect right to Jake's pod. What was it doing? Oh god, what was it doing?! Claire then jolted as she felt her holes being penetrated as the tube suctioned hard against her slit, earning a jerky buck of her hips. In spite of the horror and adrenaline running through Claire's veins, her pussy spasmed against the creature's tendrils as if it were trained to.

Again and again it tugged at her clit, it was doing something to her body and her head swam with a mix of pain and pleasure. every time it hurt and every time right after the thing in her pussy twitched against her gspot and squirted the warm stuff in her while the one in her ass wiggled and vibrated. It had her right at the edge of orgasm but the release never came. over and over and over the thing tugged hard and after about fifteen min of the ordeal Claire was delirious, certainly she forgot about everything but the things assailing her body.

Claire had stopped struggling five minutes into the whole ordeal, completely exhausted and unable to even budge the tendrils keeping her in place. Her vision had blurred and she had been on the verge of passing out each time, though each surge of pain stirred kept her from losing consciousness. And although she lacked the strength to struggle, her body was twitching and spasming uncontrollably, her hips thrusting and grinding against the tube and the tendrils, trying her hardest to bring herself to orgasm... being on the edge, the sensations of mixing pain and pleasure -- it was maddening...!

All of a sudden it all stopped and the liquid in the pod drained and Claire sank against the warm wet floor catching her breath, the tubes in her holes slipped out and only the one at the top of her slit remained, she felt strange, a very new sensation, a sort of heavy throb in the pit of her stomach. The tube released and retracted into the floor between her legs. She looked down at the source of the strange new ache. Erect and throbbing, there attached to her was a very large very human looking cock and a tightly stretched set of two smooth balls.

Claire practically fell against the bottom of the pod, slumping against the fleshy wall as the liquid drained. The girl let out a low moan as the tubes slipped free from her slit and her tight flower. Her entire body felt heavy... but something else felt different. It didn't feel quite... right. Then, as the tube around her clit released, Claire's toes curled as the sensation of wet flesh sliding off something hard and sensitive was almost enough to make her cum right then and there... Claire then gasped as she stared down between her legs, her eyes landing on that pillar of hot, pulsating flesh, throbbing proudly above a pair of tight, smooth testes.

The girl swallowed a gulp of saliva, reaching down toward the thick, pulsing length of meat. Her fingers gingerly wrapped around the hot flesh, almost as if she were unsure of what to do with it at first... Claire then sucked in a sharp breath as she took a firmer hold over her new cock -- oh god, she couldn't even wrap her hand around the thing, it was so big...! Claire moaned out as she closed her eyes, cupping her freshly spawned balls in their tight, smooth sac as she began to stroke herself off in the bottom of the pod. Oooooh~ It felt so good...! She wanted more...!

The thing twitched hard and she shot cum against the ceiling of the pod, it dripped down onto her head and chest, it was like she had thrown a Glass of the stuff up in the air.

Claire gasped, her toes curling as she involuntarily kicked and squirmed against the bottom of the pod as her first orgasm with her new cock wracked through her body. As rope after rope of hot, thick, sticky sperm shot out through her cock, Claire bucked her hips like a whore, absolutely relishing the sensation of her long-awaited orgasm.

Slowly the doors on the pod split and pulled back, the cool air of the room made steam on her wet skin and on the meat of the floor. inside of the pod. As her cock drained the little balls shrunk back up into her body and the cock shriveled back into the hood of her clit, it only took a minute and she looked the same as she had always remembered between her legs.

"Very interesting, the Alien said, I had not anticipated that your body would be so functional so quickly. We will need at least two more subjects like you soon, I can subsist off of the energy of the females of your species without having to adsorb them, I can tell that the loss of your 'boyfriend' upset you"

Claire landed like a ragdoll onto the flesh that covered her basement floor, panting hard as she felt dizzy and spent from her first ever orgasm with her new cock. The girl winced as she let out a small moan as she almost felt like her insides were rearranging themselves as her balls and her cock shrunk and disappeared back inside of her, leaving her with the smooth, perfect little pussy she remembered. Claire stared blankly at the ceiling, still panting as the creature began to speak again... before she felt her stomach dropping at that last statement. "Jake...!" Claire breathed out, climbing to her feet and almost slipping as she hurried over to his pod, trying her hardest to look inside of it. "What... What did you do?! He wasn't my boyfriend! He was just a friend...! But... You didn't have to..." Claire felt her knees give out underneath her as she fought back tears. "Why?!"

"Claire, I did have to, I will die if I do not feed, I cannot afford to use your energy, we need you to gather more willing people to join our movement, you will learn to see this from a new perspective. I have to hibernate now, I am still weak from building the second conversion pod. You will need to bring me another soon."

Claire spent the next few days almost in a daze as she tried to move on with her life. Everything just felt so... surreal. She had a bit of a hard time falling asleep the first night after the creature went into hibernation... She even scared herself walking into the bathroom a couple of times because she didn't recognize her reflection. It was strange -- like a constant reminder that what had happened was real. She really did find an alien creature in the woods. It really did change her body. It really was in her basement. She had grown a cock and jizzd all over herself, And Jake was really... Claire shook her head as she brushed the thought from her mind, trying to keep the guilt from knotting up in her stomach again. She had to go to school today. She couldn't go while being an emotional wreck... Claire let out a heavy sigh as she stepped out the door, petting Max on the head as the dog lapped at her hand. "I'll be back soon, Boy. Off to school," Claire reassured her old canine friend before starting to head off toward the bus station early in the morning.

Claire rode the bus in silence, even walking through the pristine manicured lawns of Saint Seiya's Academy for Girls without making much eye contact with anyone. She didn't even notice as some of the other girls stopped and stared at her as she walked by. It wasn't until she was standing at the door of her homeroom that she heard the whispers of, "Is that a new girl...?" that she realized that they were talking about her.