For Cell, seeking perfection was his only desire. It didn't matter how he did it or who he absorbed, all he cared about was becoming the ultimate being. The problem was that he was born into the wrong era, full of powerful fighters who could surpass him no matter how strong he became.
Fortunately there was a time before that; a time where the most powerful fighters were not muscular men who could power up to god-like levels. Instead, they were just a bunch of cute girls who used magic to fly and shoot down alien invaders.
Cell busted out of a capsule in the middle of a wooded area in Europe, and began his hunt for food. Still in his imperfect first form, he would need to find a certain individual with enough power inside of them to absorb. Doing that would allow him to ascend, but he needed to find them first.
After hearing lots of vehicles and movement, Cell ventured his way out of a forest and began lurking behind an Allied post. He overheard two soldiers talking about a group of girls with magic called the Strike Witches.
"So who's your favorite witch?" one man asked.
The other said, "I love that Erica Hartmann, she's so carefree!"
"Everyone loves her, but I'd go for that Yoshika Miyafuji. She's a good cook and healer, she'd make for a great wife!"
"You really like those Fuso girls, huh? I heard Yoshika has the most magic out of any witch!"
Cell continued to listen from the shadows. "Mmmmmm...these Strike Witches sound delicious..." he said to himself. "I'll have to find out where they are so I can gobble them up and take their powers! But first I need energy to fight them..." Cell burst out into the open, and ambushed the two unsuspecting Allied soldiers.
"OOF!" Cried out one man as he was knocked to the ground by an unusually strong green creature. His friend turned back and shouted, "In-Intruder!" He fired his weapon, alerting the entire base. But Cell had already plunged his stinger tail inside, melting him as he was firing aimlessly.
Bullets had no effect, they simply bounced off of the creature's skin. Soon more and more soldiers started firing their weapons, but to no avail. Cell would only melt one soldier, then move on to the next, brushing off their attacks.
Once they realized they weren't inflicting any damage and had already lost multiple soldiers, the rest of the base fell back into a frenzied retreat. They hopped in vehicles, and soon it became every man for himself.
Cell was only on his fourth victim by the time the base was in full retreat. "How disappointing. But this much will suffice," he said, melting down and eating the last soldier through his tail.
With nobody else remaining, Cell searched the empty base for clues that would lead to these girls known as the Strike Witches. He uncovered many maps, and even profiles of the witches inside one of the offices. Cell overheard one of the soldiers he absorbed saying how the girl named Yoshika Miyafuji had tremendous magical energy, and the profiles he scavenged proved it.
"It looks like I found my target!" Cell laughed as he saw a picture of Yoshika among the other Witches' profiles. "They all have many different powers I could use, but this Yoshika girl appears to have the magic I require to ascend!"
Major Sakamoto was outside in the morning as she usually was, performing her daily practice swings with her sword while the other girls were just waking up. Sanya had just returned from a night patrol, so she was fast asleep in Eila's room as usual. Commander Minna had been brewing her favorite coffee in the kitchen, while Captain Barkhorn was as confrontational as ever with Captain Yeager.
"Leave me alone! I don't care that you nailed the killing shot on that Neuroi before me!" Shirley argued.
But Trude wouldn't let her off the hook so easily. She slammed her arm in Shirley's way and said, "What's the matter, Liberion? Is that jealousy escaping your lips?"
Shirley was always bothered by Trude's obnoxious behavior, but today Barkhorn was being especially bitchy. She shoved her rival out of the way saying, "Don't expect me to save you the next time you're in danger!"
Barkhorn clicked her tongue as Shirley left the room. "As if I'll ever need your help!"
Minna sighed as Erica Hartmann walked in the kitchen. "It's as lively as ever, isn't it Lieutenant?"
Erica yawned and ignored her. The three Karlsland Witches made for an unbeatable team in the skies, but were complete opposites otherwise. Still, they were the best of friends since they met.
Still outside practicing her swings, Major Sakamoto felt an unusually strong gust of wind blow by. She brushed her long black hair out of her eyes and said, "That's strange..."
She pulled back her eyepatch and looked up in the sky to check for Neuroi. A raspy voice suddenly called from behind, "Looking for me?"
Mio gasped and turned around. Standing before her was a large green creature holding a Fuso soldier over the ground, but she instantly recognized who it was. "Hijikata!"
The man raised his head and mumbled, "Major...run...!
Mio didn't know if this thing was a Neuroi or not. But she was going to slay it no matter what. "Let him go!"
"You'll have to stop me first!" The creature laughed, and raised his stinger tail in the air. He then thrust it into Hijikata's back, causing him to shout in pain.
"No, Hijikata!" Sakamoto already had her sword drawn, so she charged the creature and aimed for his tail.
Before Cell could do anything, Mio slashed right through his tail, freeing his captor. As Cell stumbled back and howled in pain, Mio pulled the stinger out of Hijikata's back."
"Major, you and the other witches...have to fly away as far as possible!"
"What do you mean? Whatever this thing is, it's certainly not a threat to us."
"No, you're wrong!" Hijikata stood up and tried to lead Mio away. "His name is Cell, and he used his tail to melt and eat an entire squadron of witches!"
"Huh?" Sakamoto couldn't believe what she heard. As they ran back to the base, Cell's tail had fully regenerated. He turned back around and chased his prey. He jumped in the air and landed in front of them so hard that they both fell backwards.
Cell opened up his newly regenerated stinger tail and plunged down on Major Sakamoto's head, causing her to drop her sword. "Mmph!"
"No!" Hijikata cried.
Cell lifted the helpless witch in the air, and drooled as he watched her struggle. She kicked her shoes off her feet and swung her arms around, but none of that helped. Finally, Major Sakamoto summoned her familiar, but even that didn't have enough magical power to help free her.
Hijikata lost weapon in his encounter with Cell, so there was nothing he could do except warn the other Strike Witches. He saw this before when other girls with magic were swallowed whole; Cell would absorb them and steal their powers.
Cell laughed at the sight of Major Sakamoto's desperate fight for survival. His tail soon sucked her in to her jiggling breasts, then her hips. Her plump round butt began to smack together against her blue swimsuit underneath her white uniform.
"DAMN YOU!" yelled the witch, as she was being pulled in against her will.
Mio was now being enveloped up to her knees. Her tail violently whipped back and forth, also desperate to avoid being absorbed and losing its owner. But Cell wasted no time as he quickly slurped up her bare feet and wriggling toes. His tail swallowed her whole, and Cell watched as his first meal of the day quickly ascended up his tail and towards his back.
Chuckling at the witch squirming inside, Cell said, "Don't worry; your sisters will soon join you in my stomach...you're going to enjoy being a part of me!"
As she reached the sphincter that would force her into Cell's back, Mio reaized what Hijikata was trying to say: that this thing would absorb all witches and use their powers as his own. It was then that she shouted her very last words: "NO! THIS...ISN'T HOW A WITCH...SHOULD DIE!"
Cell licked his chops at the witch's final frantic moments and squeezed her into his back. Major Sakamoto's body turned into magical energy as she was being processed inside Cell's system. Much like how a witch's legs disappeared inside their Striker Units, whenever Cell absorbed a witch, the same thing would happen except their whole bodies were being forced inside instead of just their legs.
"RAAAAHHHHHH!"
Once Mio's feet became swallowed inside Cell's back, Cell grew the ears and tail of Sakamoto's canine familiar. His right eye also glowed magenta, the same color Mio had when scanning for Neuroi cores.
"Another delicious witch with interesting abilities, but still not strong enough for me to ascend. It looks like I'll have to absorb every witch I can find!"
In the base's control room, Minna gasped as she lost the magical signal from Mio. "That can't be right..."
"What is it, Commander?" Barkhorn said.
"It's the Major. I'm not sensing her around the base; it's almost as if she just dropped dead!"
"Hmm? What do you mean?" asked Erica.
"I can keep tabs on all Witches at this base with my magic. But for whatever reason, Mio just disappeared into thin air!"
Concerned for her comrades, even those from other countries, Trude followed up, "Do you know where she was?"
"Outside taking practice swings like she does every morning. The three of us will investigate."
Trude nodded to Erica. "Better arm yourself just to be sure."
"Right!" Erica followed her friends out the control room.
Minna spoke into her intercom. "Shirley? This is the Commander. Something has happened to the Major. Barkhorn, Hartmann and I are investigating. You are temporarily in charge of base until we return, understood?"
"Roger, ma'am!" replied Shirley through the static.
As the three witches armed with their machine guns hurried over to Sakamoto's usual spot for her morning practice swings, a Fuso serviceman struggled to run away in the direction they were running towards. Hijikata stumbled down before they approached and began questioning him.
"What happened to you, and where is Mio?" asked Minna.
Taking several deep breaths, Hijikata replied, "She's gone!"
"What do you mean, 'gone'?" demanded Barkhorn.
"There's something out there that EATS witches and steals their powers! You girls have to leave before it catches you as well!"
"You mean...absorption?" Minna asked.
"Yeah, there are some Neuroi that can absorb witches, but this thing that took the Major didn't look like a Neuroi at all!"
Erica looked at Trude. "If that's true, then we're dealing with something we've never encountered before."
"Right," Trude looked back at Minna. "Commander, take him back to the infirmary. Erica and I will handle this," she added by drawing her weapon.
"Just be careful!" Minna cautioned, taking Hijikata with her back to the Strike Witches' base.
Erica and Trude ventures further into the quiet forest where Sakamoto preferred to practice. They didn't hear anything except the birds chirping and leaves rustling in the wind.
"It's way too quiet around here for my liking," Barkhorn observed.
"Don't be fooled. There's definitely something here!" Erica replied, readying her weapon.
Suddenly a familiar voice cried out, "NO! THIS...ISN'T HOW A WITCH...SHOULD DIE!"
"That's the Major!" Barkhorn shouted. "She's still alive!"
The two witches charged further down the path, until they saw Sakamoto's sword lying on the ground. Erica picked it up, remarking, "It's still warm and moist from her sweat. She was just here moments ago!"
"Hahahahaha! Excellent timing!" claimed a strange voice from above.
Erica and Trude looked up, and saw a large green creature with a long stinger tail dropping before them.
"Mmmmm...so these are more of the famous Strike Witches I've heard so much about. I've devoured witches before, but none of them had the kind of power you possess!"
"Who are you, and what have you done with the Major!" demanded Barkhorn.
"My name is Cell..." the creature opened up his tail in front of the witches and answered, "...and I gobbled her up!"
Erica didn't bother asking any questions. "Here, eat this!" she yelled as she fired off her machine gun.
To the surprise of both girls, Cell raised a witch's shields and deflected every bullet.
"Erica, stop!" Barkhorn ordered. "Those are the Major's shields!"
Erica growled as she stopped firing, and tossed her weapon to the ground. "If bullets won't work, then maybe magic will!" She summoned her familiar and charged towards Cell and shouted, "Sturm attack!"
She swung her glowing magic-laden left arm at her target's gut, sending the enemy tumbling down backwards with a hole in his stomach.
"Gaahhh!" Cell yelped.
Both Trude and Erica gasped at what they saw inside of him: a bright crimson red Neuroi core poking out of his insides.
Cell laughed. "It looks like my secret has been revealed. I was transformed into a Neuroi by those human scientists, and can no longer regenerate without a core," Cell jumped back up, and readied his tail in the air. "But I'm still as strong as ever!"
Trude fired at the core, but Cell blocked it using Major Sakamoto's shields again. Cell's wound closed up and shielded the core; he then opened his stinger tail into a cylinder, preparing to scoop up another Strike Witch.
"Erica, you're too close!" shouted Trude.
Hartmann backed away, but it was too late. Cell snatched the blonde witch with his tail, pinned her arms to her sides, and lifted her off the ground. Erica kicked and flailed her legs hard that her boots slid off her bare feet.
"TRUUUUUUUUDE!" Erica yelled inside Cell's tail.
Captain Barkhorn didn't know what to do. If she fired her weapon, Cell would just deflect her attacks. Then she remembered Cell's core and said to herself, "If the others know he has a Neuroi core, it might save them; do I try to rescue Erica or warn the others?"
The image of Erica being pulled inside Cell's tail started to weigh heavily on her conscience. Erica Hartmann was an ultra ace, and probably the best in the world. If Cell absorbed her, the Strike Witches would lose a major asset in the fight against the Neuroi.
But Barkhorn knew she discovered a major secret that needed to be passed on. She grit her teeth and cried as she blurted, "I'm sorry, Erica!" Trude ran back to Minna and made a full retreat.
Cell continued to slurp in Erica's body, lubricating it with the secretions inside his tail. He couldn't stop the fleeing witch while absorbing Hartmann, otherwise he would lose his prey who was still struggling to use her magic.
"You're going to let the others know about me instead of saving your friend?" Cell observed as he watched Barkhorn run out of his sight. "That allows me to gain new powers AND make an easy escape; what a horrible mistake you've made that will cost the lives of even more witches!"
Erica had been slurped up to her hips now; her small round butt jiggled about before being squeezed inside. Her bare legs and feet quickly followed, and once Cell closed up his tail, he swallowed Erica further up the green tube that led to the absorption process.
"HELP MEEEE! TRUUUUUUDE!" Erica cried, but it was no use.
As the witch was pulled inside his back, Cell instantly summoned Erica's familiar, replacing Major Sakamoto's. He also began to power up at the sudden burst of magical power he took from Erica.
Cell licked his chops again and said to himself, "Two down, nine more to go!" He walked past Erica's black boots and the machine gun she dropped in search of more Strike Witches to absorb.
As she struggled to help Hijikata back to their base, Minna sensed that another witch's magic had disappeared. She paused, looked back, and saw Captain Barkhorn sprinting towards them.
"Commander!" she shouted.
Once Trude was close enough Minna demanded, "What happened back there! And where is Liuetenant Hartmann!"
Still catching her breath, Barkhorn explained, "I can't confirm it, but I believe she too was absorbed by that thing."
"Wha...what did you just say?"
Hijikata interjected. "Look, I know what thing is capable of; I've seen it absorb witches before - and it wants to ascend to a more perfect being by taking your magic!"
Barkhorn asked, "Is there any way we can get Erica or Major Sakamoto back?"
"Not that I know of," said the Fuso serviceman, shaking his head.
Minna turned back around. She put her hand to her intercom and said, "Shirley, I want you to sound the alarm. Put all available witches in the air so we can hunt down our intruder together!"
"Commander, that thing can use a witch's shields!" Barkhorn added. "But it's also a Neuroi!"
"What?"
"Hartmann managed to injure him enough that a core was poking out!"
Hijikata was confused. "I don't remember anything like that!"
All of a sudden, air sirens echoed from the base.
Minna replied, "We've already lost two witches. Let's hunt this thing down as soon as possible before we lose any more!"
Eila, Shirley, Francesca, Perrine, Lynette and Yoshika all burst out of the hangar in their Striker Units and armed for combat, while Sanya - who was in charge of night patrol - stayed behind.
"Commander, just what is it that we're looking for?" asked Shirley through the intercom.
"Stay in the air! Whatever it is, I've been told by a survivor that it can fly and make a quick escape!"
"Hahahahahaha! I won't need to escape from a group of weaklings!" shouted a stranger through the static.
"Where are you Shirley! Tell me what's going on!" Minna ordered in a panic.
"Mmph!" was all that could be heard before the intercom went silent.
"Shirley!"
"It's too late, she's gone!" Hijikata screamed.
"No!" Minna ripped the intercom out of her ear. "Captain, let's hurry up to the hangar as fast as possible!"
Up in the sky, the five witches watched in horror as a large green creature had his tail enveloping Shirley's head and large chest.
"Captain Yeager!" Perrine cried. She and the other girls fired their weapons, but were all denied when Cell raised his newest shields he stole from Erica. Shirley's Striker Units slid off her bare legs as she became sucked up to her waist, and soon to her knees. As hard as she kicked, there would be no escaping the enemy this time.
Perrine slung her machine gun over shoulder and yelled, "Tonnerre!"
A bolt of lightning flashed towards Cell, but he was barely fazed by it.
"Oof...that was surprising; that power will sure come in handy!"
Shirley's feet wriggled inside as she had finally slid up Cell's tail for good. After being swallowed, her body was shot up the tube in an instant, sending the Liberion witch to her doom. Shirley's large breasts were clearly bulging out from inside his tail, but they didn't even slow her progress; her struggling only quickened her end.
"YOU MONSTER! LET ME OUT!"
Once the witch dissolved into the creature's back, Cell roared as another wave of magical power entered his body. A pair of bunny ears sprouted from his head, and a rabbit's tail poked out above his own stinger tail.
The other five girls gasped and shuddered at what they just saw: a fellow witch was just absorbed in front of their own eyes.
"Shirley, no!" cried Francesca. She pointed her weapon at Cell and demanded, "What did you do to her? Where is she?!"
Cell laughed and pointed at the bunny ears on his head. "I gobbled her up! And I took her magic, which is why you see me with these ridiculous ears!"
"No way..." Yoshika mumbled. "She can't be gone!"
"You're gonna pay for that!" shrieked Perrine. She charged up her magic, then fired off another electric attack with all her might. "TONNERRE!"
Cell was once again zapped by Perrine's magic, but just like before, it didn't do him any harm. Once he brushed off her second attack, he zipped over at light speed behind the Gallian witch. "I think I'll take those powers of yours; they'll come in much better use with my power!"
Cell opened up his tail and raised it above Perrine's head. As she looked up, the dark slimy tube was the last thing she ever saw.
"Perrine!" yelled Lynette, as her friend lost her glasses once her head became enclosed inside the sticky and voracious cylinder trap.
"Mmmmmm!" Perrine muffled inside, just like all the witches before her. She slapped the tail with her arms, but couldn't break free as her arms quickly became pinned to her sides."
"That's it, I'm outta here!" Eila bailed on her friends, realizing that this was one enemy who would kill her for certain.
"Wait Eila!" Francesca pleaded. "I'm leaving too!" The two witches fled back down to their base; meanwhile, Perrine's Striker Units slid off her legs, revealing her black tights as she began kicking frantically.
"Lynne-chan, help me rescue Perrine!" Yoshika said, firing away at Cell.
Lynne could only watch helplessly as the witch's shields Cell took from Shirley blocked every shot. But she didn't want to do nothing while her friend was doing all the action. Lynne flew underneath Perrine and grabbed her legs, trying to pull her out.
"Hang in there, Perrine!" Lynne called out. "We'll get you out of there!"
"MMMMMMMMHHHHMMMMMMMMMM!" Perrine continued to cry.
After running out of bullets, Yoshika tried a frontal assault by attacking Cell with her machine gun. "You let her go!" she yelled, smashing her weapon down on Cell's head with all her strength.
What would have been a skull-crushing blow to any normal human was simply a bonk on the head for Cell. He turned around, raised his arm, and smiled as he began firing off multiple beams of energy at Yoshika.
The young witch blocked the attacks with her shields, but was significantally pushed back and was forced into defense.
Lynette kept trying to pull Perrine out, but she ended up pulling her tights off instead, revealing the witch's bare slender legs and white panties. "Oh no!"
Once Cell had repelled the two witches, he began slurping up Perrine for good. "Hahahahaha! Your powers are mine!"
Perrine kept kicking even when she was up to her hips in Cell's tail, then her her knees, and finally her feet and toes squirmed inside. She was thrust up into Cell's tail once the stinger had swallowed her up.
"NOOOOOOO PERRINE!" Yoshika cried.
Lynette flew up to her friend and said, "There's nothing we can do, Yoshika! We have to get out of here before he does the same to us!"
The two girls looked back down, and saw the lump in Cell's tail disappear into his back.
"RAAAAAAHHHH!" Cell shouted as he began to power up after taking in Perrine's magical power. The dark fluffy ears and tail of a cat poked out his body, signaling another familiar he had summoned upon absorbing a witch.
After a brief cackle, Cell looked up at the two witches above him. He began to lick his chops and said to them, "I'll bet you girls taste delicious!"
Yoshika and Lynette shivered together in mid-air. But before could attack them next, a hail of gunfire rained down on Cell, forcing him to raise his shields.
Commander Wilcke and Captain Barkhorn had ambushed Cell from behind, forcing him to make a momentary retreat.
Minna and Trude approached the two surviving witches. The Commander said to them, "Girls, I want you to fly as far away as you can from here!"
"Huh?" They asked at the same time.
"This place is too dangerous for newbies like you two!" Barkhorn added. "So unless you wanna die out here like your friends, get moving!"
"Yes ma'am!" They said, again together.
As the two younger witches flew away in the complete opposite direction of Cell, Minna and Trude both surrounded the green creature.
"Your time is up!" Minna claimed.
"We're gonna make you pay for all the witches you killed!" Barkhorn warned.
Cell laughed again. "Is my food actually threatening me?"
Minna fired her machine gun. As she expected, Cell denied her by raising his shields; meanwhile Trude summoned all her magical power into one fist, and nose-dived towards a distracted Cell.
"This is for Hartmann!" Barkhorn slammed down hard on the crown of Cell's head.
"Gaahhh!" Cell blurted out as he was launched towards the ground at the sheer force of Trude's surprise attack.
He spiraled down with his long tail trailing behind him. Minna flew down, grabbed the tail and used her own magic to strengthen her grasp. Barkhorn quickly followed her and pointed her weapon point blank at the thick tube responsible for sending several helpless witches to their demise.
"We're gonna destroy you once and for all, but first things first!" Barkhorn blasted her weapon straight through Cell's tail, shredding it apart and sending slimy pieces everywhere.
Once his stinger tail was cut apart, Cell broke free and complained, "You wretched little flies! My tail is like a beautiful carnivorous plant that snatches unsuspecting insects from their hive; I can't ascend to perfection without it!"
"You're absorbing days are over, Cell!" Trude exclaimed. "Let's go Minna. I want to finish him before he does anything else weird."
"Right!" Minna nodded. She pressed her machine gun straight into Cell's chest. If witches can't defend themselves from point-blank attacks, then neither can you!" She fired again and ignored Cell's screeches while tearing through his green flesh until a red glowing core appeared.
Minna was very close to blowing it away and killing Cell once and for all, but she ran out of ammo. As she reloaded, she ordered, "Trudy, now!"
As the other Karlsland witch swooped down for the final blow, she was suddenly wrapped around and restrained by a newly regenerated stinger tail, and lost her weapon and Striker Units in the process.
"PSYCHE BITCHES!" Cell cackled the longest he ever did. He then grabbed the barrell of Minna's weapon, bent it up at a ninety degree angle, and thrust his knee hard into her stomach.
"Oof!" Minna groaned as she dropped her weapon, and felt her Striker Units sliding off her slender bare legs.
Still cackling maniacally, Cell grabbed the Commander and tossed her over his shoulder. "Sorry. As much as I would love to absorb you, Maloney wants your head on his desk!"
Barkhorn was still struggling to fight Cell's tail, but like an anaconda it continued to constrict her body, squeezing and tightening the witch the more she resisted. "Just relax; it'll all be over for you soon!"
"No, Trudy!" Minna cried.
Barkhorn continued to wail as she was being twisted around in mid-air. As the tail pulled her further down its coils, the stinger poked and prodded Trude's face and head like a ravenous snake. It soon opened up, and snatched Barkhorn's head, pulling her inside.
"Mmmmmmmm!" cried the witch. Sensing she was about to be eaten just like Erica, Trude frantically tried to summon as much magic as her familiar could give her - but to no avail. All she could manage to do was wet herself, as her white panties became drenched in urine.
"Hahahaha! Now you see just how powerless you Strike Witches really are!"
Cell's tail quickly slurped in the squirming witch to her breasts, pushing them outward and making them jiggle even more from her struggles. Soon her tits were sucked in as well, followed by her plump round butt and thighs. All that was left were her bare legs and feet, which were also slurped up like a pair of limp noodles.
Once his stinger closed back up, Cell's tail swallowed Barkhorn whole and sent yet another witch on her way to being absorbed.
"HOW DARE YOU DO THIS TO A SOLDIER OF KARLSLAND!" screeched Trude from within, but all Cell could hear was the sound of his tail pushing his food further up his tail.
Still hanging over Cell's shoulder, Minna turned her head away; she couldn't bear to see her friend becoming magical fuel for this monster.
With all of her clothes completely burned off, Trude's body had reached the sphincter that led to the absorption process. Before she was pushed inside Cell's back for good, she said to herself, "Well Erica...looks like I'll be seeing you again after all..."
A bright light flashed the instant that Barkhorn's feet disappeared inside Cell's back, as Cell began to summon the ears and tail of a German Pointer immediately after her absorption.
"RAAAAAAHHHHHH!" screamed Cell, as he started to harness Barkhorn's incredible magical power. With Minna still pinned over his shoulder, Cell slapped her ass several times, leaving her butt cheeks bright red. "Now, about your head..."
Commander Wilcke gasped. "You - you can't be serious, can you?!"
Cell chuckled. "If I wasn't, you'd be absorbed by now. But I am under direct orders from Maloney. He explicitly stated he wanted your head as a trophy, while I could do whatever I wanted with the rest of you witches."
Minna shuddered.
"But first, I'm going to play with you for a little while..."
Cell wrapped his tail around Minna's body and lifted her into the air next. Instead of eating her, Cell's tail pinned her arms to her sides and squeezed around Minna's neck, cutting off her windpipe.
As the helpless witch gagged for air, Cell said, "It will be so much fun absorbing all the young witches under your command. I'm sure they all have amazing powers for me to use!"
Minna tried to protest, but only squeals and gags came out of her mouth. Cell tightened his tail's grasp even harder around her neck, prompting Minna's final struggles. Her mouth began drooling, and her face turned purple. The witch's familiar also fought violently, whipping its tail back and forth as its contracted witch continued to suffer.
"Goodbye, Commander!"
Before Cell could finish her off, Minna's head suddenly disintegrated in an explosion of pink mist.
"WHAT?!" Cell's tail let go of Minna's body, and her headless corpse fell into the ocean. He turned around and saw Lynette with an anti-tank rifle in her arms.
Flying next to her was Yoshika, who was trying to keep it together after telling her friend to kill Commander Minna.
"We heard everything through Minna's intercom while you were too busy absorbing Captain Barkhorn!" Yoshika yelled. "If we can't destroy you, maybe Maloney will for losing his precious trophy!"
"To think that you would blow the head off your own commander," Cell clenched his fists. "Very well... but I still owe Maloney the head of a WITCH!" He raised his arm in the air and shouted, " DESTRUCTO DISK!"
Without warning, Cell flung a spinning golden disk towards the two young witches.
Yoshika raised her shields to protect herself and Lynne, but she wasn't aware of Cell's incredible strength. The disk zipped faster than they realized and cut through her shields like butter.
The defensive witch could feel a hot gust of air brushing by her neck, but managed to avoid Cell's deadly attack. Yoshika looked to her left to see if Lynne was okay, but her eyes grew petrified at the sight of a red, bloody geyser spraying next to her. Lynette's head had been cleanly sliced off her shoulders.
"Ly - Lynne-chan...?" she murmured.
Lynette's Striker Units slowly came to an eerie silence; the anti-tank rifle slipped out of her frail arms, and the tail of her familiar disappeared into thin air. The shy Britannian witch that Yoshika had made as her very first friend since joining the Strike Witches slowly plummeted out of the sky once her units came to a complete stop.
"LYNNE-CHAAAAAAAAN!" Yoshika screamed.
Cell ignored the theatrics that Yoshika was displaying. All he cared about was recovering Lynette's head he just sheared clean off the witch's shoulders.
He blasted towards the falling braided ponytail and caught Lynette's head. He turned it around so the dead stare in its eyes were facing him. "One less witch for me to absorb. Still, you didn't appear to have much magic to begin with, so nothing of real value was lost."
"You take that back..."
Cell turned around, and his eyes widened at the unbelievable surge of energy radiating from Yoshika. Her head bowed down, trying to hide her tears. Her own fists clenched so hard that her nails broke through the skin and bloodied her palms. But most of all, her familiar didn't double, or even triple in size - it quadrupled to the point that it was a truly ascended being.
Yoshika fought back her tears. "YOU TAKE THAT BAAAAACK!"
Cell formed a twisted smile on his face. "So this is it - the one witch that I've been looking for who can help me ascend!"
"Not if I destroy your core first!"
"So, Minna told you as well! It looks like I'll have to be extra careful with you!" Cell held onto Lynne's head by her ponytail as he fought.
Yoshika didn't waste any time attacking. She raised her machine gun and fired volley after volley of bullets.
Cell blocked her attacks, but these bullets were somehow infused with her newfound magic, and ultimately penetrated his shields.
"AAAAHHHHHHHH!" Cell shouted as several bullets buried into his chest, almost reaching his core. He flew away as fast as possible, trying to get his wounds to heal.
An enraged Yoshika reloaded her weapon and chased after Cell at the same time. "Get back here you freak; I'm gonna destroy you once and for all!"
Once he felt himself regenerating, Cell used his superior speed to zip right behind Yoshika.
Cell then tossed Lynne's head at Yoshika. "Here's your precious friend!"
Fortunately, Yoshika was easily distracted. The sight of Lynette's face drifting in mid air made Yoshika pause momentarily, leaving Cell with just enough of an opening to snatch her with tail.
"Oof!" Yoshika blurted out as she dropped her weapon.
At last, Cell had captured his prey. He cackled once more and retrieved Lynne's head as well before losing it. "Perfection will be mine!"
Yoshika was caught with her Striker Units still on, trying to fly backwards out of his stinger tail. She yelled with her head and chest enveloped, "LEMME GO! LEMME GO, YOU MONSTER!"
"RAAAAAAAHHHHHH!" Cell roared as he put all of his strength in his tail, expanding and contracting it to suck Yoshika further inside.
The young witch's familiar also fought back, giving her more magical power than it ever had. For a a brief moment, it appeared Yoshika was slipping out as her Striker Units were at full power.
As soon as he felt his tail losing his its prey, Cell decided to finish her off with sheer force. He brought her closer to him, and with one mighty punch, he socked Yoshika right in her gut.
"UUUUUNNNGGHH!" Yoshika cried. The punch caused so much pain that her Striker Units suddenly stopped functioning, and gradually slid off her legs.
Cell laughed once more. "Those are some fine legs you have! Seeing you witches struggling like this is what makes this so enjoyable!"
Yoshika was flipped upside down as she began to slip further inside. The hem of her white Imperial Fuso Navy uniform fell over and covered the cylindrical rim of Cell's tail, revealing a small and round pair of buttocks squeezing together, and pushing out a relatively thick cameltoe inside her blue swimsuit underneath.
Her familiar's tail brushed her ass back and forth sensing she was danger, but all of its magic could not keep Cell from absorbing them both.
"Now it's time for you to join your friends!" Cell announced. He sucked Yoshika in further in up to her thighs, knees, and finally her ankles before her bare feet were the last that was seen of her.
Cell's stinger tail closed up once he swallowed Yoshika down, and squeezed her up the tube towards his back.
"I WILL NOT BE...A PART...OF YOU!"
Yoshika began glowing from within Cell's tail in a last ditch attempt to use her magic, but it was too late. She was ultimately forced inside Cell's back right before she could do anything, and disappeared into magical energy.
A large glowing aura blasted around Cell's body the moment he absorbed Yoshika.
"RAAAAAAHHHHHHHH!" Cell shouted again, as the inconceivable amount of energy that one girl could contain was instantly transferred to him. He quickly summoned Yoshika's ascended familiar; the long ears and tail of the mythical beast sprouted from his body, coinciding with a complete change of appearance.
Once he powered down, Cell knew he had ascended.
Still with Lynette's head dangling from her braided ponytail, Cell said, "Second form achieved. Once I hunt down and destroy those remaining Strike Witches, I'll look for another suitable witch to absorb who will finally help me to attain perfection!"