Jennifer DeBlanc covered her ears as a massive explosion resonated outside. She could feel part of the building shaking, and realized that her friends needed help after all.
She sprinted towards the hangar, only to find that the hallway that it led to was also partially destroyed. Walking outside, and crawling over several bricks and other debris, Jennifer heard a familiar voice from behind.
"Well, look who it is!"
Cell hovered back to the ground, and raised his tail up above Jennifer's head.
"It...can't be! We're the Noble Witches! You can't beat us so easily!"
Cell wrapped his tail around Jennifer's body and lifted her up in the air, pinning her arms to her sides. Once he brought her close enough to his face, he said, "It wasn't easy at all! I just happened to have a little bit of help from Maloney's anti-Witch faction. But it looks like your friends wiped them all out!"
"H-Huh?" Was all Jennifer could mutter.
"Looks like I'm on my own now. But it was just enough for me to absorb the lot of you Noble Witches!"
He raised her up higher, removed her shoes, then pulled off her underwear. Cell laughed, "What kind of dress code allows you girls to walk around like that?"
Jennifer screamed in embarrassment. "Stop it! Is this what you did to the other witches?"
"Some of them," Cell began drooling as he stared at Jennifer's naughty bits. "But since your friends are probably digging themselves out of the rubble, I get to have some more time with you!"
Jennifer felt her uniform and undershirt being torn off, leaving her completely naked. She summoned her familiar, which was a greyhound - but it was every bit helpless as its contracted witch.
"Your magic will soon be mine!"
Cell opened up his tail above Jennifer's head, and began secreting more acids.
Looking up, the helpless witch kicked her legs frantically and cried, "NOOOO! PLEEAAASSEE!"
Marian was the first one of the surviving five to free herself from the rubble. A witch's shield was invaluable to her, making the escape possible from such a deadly situation possible.
Once she climbed out with her uniform and underwear and badly torn, Marian saw yet another witch being consumed, except this time, she knew who it was.
Even without a weapon, Marian charged towards Cell outside, and screeched, "Let go of her!"
Half of Jennifer's body was already up his tail once Marian tried swinging a few magic-infused punches at Cell.
Dodging easily, Cell responded, "Patience! Your time will come, little girl!" He started slurping up Jennifer's body slower than usual, as her plump butt cheeks bounced together in plain sight. "Not that it will matter, but this is your best chance to run away while I'm enjoying my meal!"
"We never leave witches behind!" Marian cried.
"How noble of you!" Cell laughed. "If that's how you want it, fine!" Cell grabbed Marian by the neck, and put her in a headlock with both hands.
"MMmpppfff!" Marian grabbed Cell's forearms and tried resisting, all the while she saw Jennifer's body gradually being sucked into Cell's tail.
Marian began squealing now as Cell began twisting her head around.
"I should have known fighting you witches in the air was a bad idea. But here on the ground, you're completely helpless!"
Jennifer's flailing legs and feet were squeezed inside Cell's tail, and she began climbing up closer to his back.
Meanwhile, Marian was channeling all of her familiar's magic into physical force, trying to resist Cell's incredible strength. As she began to lose consciousness, she heard him whisper, "Adieu, Mari.."
And with one swift motion, Cell snapped Marian's neck as if it were nothing. Her arms fell to her sides, and her limp body became cradled in Cell's arms.
He let Marian's body fall to the ground, flat on her stomach. Immediately after, Jennifer's body had finally been swallowed into his back, becoming completely absorbed into Cell.
Once he grew her familiar's ears and tail, he brought his stinger to the dead witch in front of him. First it probed her thighs, then closer between her legs. Piercing through her panties, he shoved it up inside of her, and began draining Marian of her fluids.
The warm sensation filled his tail as it kept pumping more and more of her nutrients into Cell's system, replenishing him with plenty of energy.
Marian's body disappeared into her uniform, and her bare legs and feet shrank into a pair of flabby and boneless limbs. He continued to drink her up until she was nothing more than a giant pile of flesh inside her underwear, until finally she was quickly slurped up for good.
Cell raised his tail, satisfied at the pile of clothes that Marian left behind. Behind him, three spies who had managed to infiltrate the base walked up to Cell. One of the men asked, "Well? Are they all dead yet?"
"Unlikely," Cell replied. "But here, I've left you some souvenirs: the uniforms of two Liberion witches. Take what's left of them if you wish."
Heinrike, Rosalie, Kunika and Carla were the last witches standing. All four managed to burrow themselves through the rubble and reach a hidden cellar in the hangar.
Once they were underground and were sure they were safe, Rosalie noticed someone was missing. "Wait everyone, where's Mari?"
"What? She wasn't behind us?" Carla asked.
Being one of the Night Witches, Heinrike tried to use her special abilities - specifically the tiara-like antennae on her head - to locate one of her comrades.
"I'm not detecting her magical signature anymore," she said, shaking her head.
"What about Jennifer's?" Rosalie asked.
"I can still sense it, but...it's in a completely different vessel."
"What does that mean?" Kunika asked.
"Idiot! It means she was absorbed like the others!" Carla lashed out.
"So it's just us four that's left," Rosalie grit her teeth. "Follow me. There's a series of tunnels underneath this base in the event of an emergency like this. We'll reach out for help using one of the radios."
As they made their way through dimly lit corridors, Heinrike asked, "Is there really anybody who can help us?"
"Maybe not, but we have to at least try. Even if there is no help, there's a pair of backup Striker Units down here that will allow us to escape unnoticed."
The four girls entered a large room that wasn't even half the size of the hangar, but big enough for takeoff out of a back opening near the bottom of the base.
"Kunika, let's get those units ready!" Heinrike commanded. "We're leaving this base before anybody can find us!"
Rosalie said, "Carla, come with me to the radio. I'll need some protection in case anybody finds us."
"Roger that," Carla begrudgingly said.
The four witches became separated by a fair distance, as the radio was stationed in a small control center behind the makeshift hangar.
"Sure would love to have a gun on me," Carla scoffed.
"Your magic will have to do," Rosalie said as she configured the radio.
Heinrike and Kunika mounted up three pairs of Striker Units on as many launch pads. "Wait, Squadron Leader! Why are there only three spots available?" Kunika asked.
"There's just not enough room down here, that's why. Besides, there's only four of us left, anyways."
"Someone has to be left behind?"
Heinrike smiled. "Hmph. Fool, it's obviously going to have to be me."
"But...why?" Kunika's eyes started to grow teary.
"Because I'm the only one capable of destroying Cell. You, Carla, and Rosalie will make it out of here, and I'll stay behind to ensure this entire base - including Cell, and anybody from the anti-Witch faction - are obliterated. Understand?"
Kunika looked at Heinrike with a strong resolve. "I know it's not my place to order you around, but you'd better come back alive, you got it?"
Indeed, Heinrike grew irritated at her subordinate giving her a command. "You know you can't order me around, so what's the point? Now hurry up and help me get this last unit ready for takeoff!"
Cell and the three spies who followed him down into the cellar noticed a single witch blocking their path in the corridor. One of the spies shouted, "Get out of the way and surrender yourself!"
Carla stretched her arms out and shouted, "Over my dead body!"
Cell told the men, "I'll leave this to you. I'd rather gobble her up, but the most important thing is to not let any witches escape!"
"Hey!" They shouted together as Cell flew past Carla, and into the control center where Rosalie was. "Damn him, how are we supposed to take on a witch by ourselves?"
"Who cares," one spy shouted. "Just shoot her!"
The three men raised their weapons, and fired at Carla, who easily deflected their bullets with her shield.
"You'll have to do better than that!" Carla taunted.
Two men reloaded, but a third one decided to charge her. Carla backpedaled, and without even using her magic, slammed his cheekbone with a nasty jab from her right arm.
He fell to the ground, and dropped his weapon.
"Now this is more like it!" Carla grew excited as she grabbed the machine gun and its ammo from her enemy, and began loading it.
"Hey, wait, stop!" the two men were completely helpless.
Without hesitating, Carla gunned down the two men with ease.
"You losers messed with the wrong witch!" She pointed the gun at the last spy below her, and ignored his cries for mercy.
With a few more blasts, she finished off the last spy. Carla then reloaded her weapon and burst into the control center.
"Hey Lieutenant, are you al - "
Carla dropped her weapon at the sight of Rosalie's body melting on the floor. Most of her insides had already been drained, as Cell's tail was poking through her white tights. Soon, all that was left of Rosalie was her black uniform and tights, sprawled out onto the floor.
Once he drank the last of her fluids, Cell pulled his stinger out of Rosalie's blood-stained tights. After his tail let out a gurgle and a burp, Cell looked at Carla like a bird of prey.
Carla was torn between fighting and fleeing. Her indecision made her stumble out of the room, before she started crawling on the floor, with tears streaming down her cheeks. "No, don't eat me! PLEASE DON'T EAT ME!"
She felt her bare feet being yanked from behind, and her coat and uniform was ripped off, leaving her completely topless. Carla was left in her underwear, which had become soaked in urine.
"Hahahaha! You've soiled yourself!"
Carla continued to plea for help. "Someone, anyone! KUNIKA! HEINRIKE!"
Cell raised Carla in the air by her leg and opened up his tail, as it was awaiting its next meal.
As she was being lowered inside, Carla could only blubber, "This really sucks...!"
Cell began contracting his tail as it grabbed Carla by the chest, squeezing her tits together. Her hair which had become drenched in secretions bounced on her shoulders; and her arms could do nothing but bang the outside of his tail.
Cell raised her up in the air, and began pulling her in. "Go on, use your magic!"
Carla summoned her familiar, but all it did was please Cell to see another one of his victims desperately trying to do everything she could to break free.
Carla's breasts were gradually pulled inside, and her stomach and waist were easily slurped up as well. Her butt wriggled about through her panties, and her familiar's large bushy tail frantically swiped back and forth.
Once she stopped flailing about, her midsection was the next part to disappear, and then soon her thighs. Carla was almost in for good, as her feet could barely budge while poking out. Her squirming toes eventually disappeared, and Cell closed his tail back into its tip form.
There wasn't much movement inside Cell's tail. It seemed Carla had finally resigned herself to being absorbed. Sorry Geena...looks like we'll just have to hope that the other witches can beat this thing...see you soon...
Cell's tail swallowed the helpless witch into his back. Once Carla was compressed into magical energy, Cell grew the ears and tail of a Maine Coon and said, "That's a good girl."
As if she grew a headache, Heinrike grabbed her head as she felt the presence of Rosalie disappearing, and Carla's magical signature become absorbed into Cell for good.
"This isn't good, we need to takeoff NOW!" She searched for Kunika as she started to mount up into the readied Striker Units.
Heinrike looked around for the last witch under her command. "Kuroda? Where are you?!"
Cell walked into the emergency takeoff zone with an unconscious witch slung over his shoulder.
"Kuroda!"
"Relax, commander," Cell laughed. "I haven't done anything to her just yet!"
"Let her go, now!"
"Prinzessin..." Kunika muttered. "You're the last of the Noble Witches...leave now...!"
"What are you talking about, I'm not leaving without saving you!"
"Foolish girl! You should worry about your own hide first!" Cell wrapped his tail around Kunika's bare ankles, raised her in the air, and opened his mouth wide.
"NOOOOO!"
Kunika never seemed interested in struggling. The Noble Witches were all but destroyed, and their fate sealed as being part of Cell. Her head was lowered into Cell's mouth, as he slowly began slurping her arms and upper body; his tail feeding him his next witch meal.
Heinrike jumped off of the launch pad and summoned her familiar. "Don't underestimate us witches!"
She planted her hand on Cell's chest and began using her magic to create her own ritual.
Sensing her plan, Cell swiped his arm across his body, whacking Heinrike away with a thud. "Ooof!" The witch slammed into a tower of crates, as they came crashing down on her, burying the Lieutenant with her tail poking out.
Kunika's butt was sticking high in the air now as Cell's tail let go of her ankles. Her skirt had fallen upside down, exposing her panties in plain sight. With her bare legs still not bothering to move, Cell sucked her in up to her thighs, before slurping up her feet.
He swallowed the witch whole, and felt her body sink into his stomach, ready to be digested.
Once his food was down, he looked over at Heinrike's tail still poking out from the pile of crates she'd knocked over. He walked over, and grabbed her by the tail, pulling her out.
Moaning in pain, Heinrike could barely resist having her tail being yanked on. "Do your worst and absorb me already..." she said.
Cell laughed. "Don't think I'm unaware of your plan!"
"Huh...?"
Dropping her to the ground, Cell continued. "I can already detect your abilities of attracting a massive Neuroi presence. Right before I absorb you and your powers assimilate into my own, you plan to use that fancy glowing tiara of yours as a beacon. Normally you would be the target, but since I'd be absorbing you, I would become the new target!"
Heinrike clicked her tongue. "Tch! You bastard...!" She stood back up, and tried to escape back to her units. Cell launched an energy blast at the launch pad, destroying all three remaining Striker Units.
"You're trapped! Accept your demise as your sisters have!"
Heinrike fell to her knees, and decided to use her last resort: she reached up with both hands to her tiara, and began sending the signal. Even if he won't absorb me, I'll have the Neuroi destroy this entire base while we're both here!
"Not so fast!" Cell launched a steady stream of burning energy at the witch, hoping to burn her down before she released the beacon.
Heinrike's shields blocked the initial blast, but the power was so overwhelming it wasn't long before her magic began to waver. She desperately tried to keep her defenses up while sending the signal to the Neuroi, but she couldn't do both at once.
With one hand to her head, and another stretched out to support her shield, Heinrike quickly began to lose stamina. As the burning wave of energy crept closer and closer, pushing her shield back closer to her hand, Heinrike's glove started to burn off.
She screeched as her hand was in intense pain, still barely trying to hold off Cell's attack.
"Amazing! You have so much potential, I'm almost tempted to absorb you anyways! But why stop now when we've already reached this point?"
Cell relished at the agony in Heinrike's face as she desperately tried to push the blast back. Her right hand started to catch on fire, even with her shields still up, but it didn't last very long.
With a look of despair on her face, Heinrike saw the blue flaming energy wave penetrating her shield, causing her to scream in agony as she felt the blast dissolving her body.
Cell's attack finally blasted through, and once he finished his attack, he stared at the remains of half a witch's body blown off. All that remained were a pair of bare legs attached to some freshly burnt hips.
He scoffed at the dead body. "Noble Witches eliminated."
All of a sudden, the rest of her body started to disintegrate in familiar fashion. Cell noticed that it was as if he destroyed Neuroi core, as her legs disappeared into dust, leaving behind her black panties.
"Hmmm?" Cell felt a large rumble, and saw the ceiling come crumbling down on him. "That little bitch! She turned herself into a Neuroi; she was one all along!"
A massive red beam came burned everything in sight. All Cell could do was raise his shields above his head, but not even the combined power of all the witches he absorbed could stop a Neuroi beam of this magnitude.
Cell's shields gave in as well, and his entire body started burning away, as every last cell of his was exposed to the attack. Once his shields failed him, he gradually broke apart into smaller and smaller pieces. Each part of him tried to heal himself, but his cells were being destroyed faster than they could regenerate. Not even a witch's magic could save him this time.
As Cell was destroyed, so were all the collective witches inside him he had consumed.
Above in the atmosphere, a massive Neuroi hive finished its attack. After fighting with the strange green being, it had adapted its own capabilities for fighting the witches. It mimicked Cell's absorption process, and created a new Neuroi: one that could assimilate the remaining witches in the world as well.