After consuming Sanya, Eila and Yoshika, the five Neuroi Gremlins flew back to the hive carrying the witches' remains in their bellies. Once inside, they approached a massive processer to refine the raw organic material into cores.
Sticking their stinger tails inside a giant honeycombed sack, they started to pump all of the witches fluids out from their bodies through their tails, and inside the sack. Organs, flesh and blood that used to be the three young witches poured inside and mixed together - although they would never know it, the girls would become one with each other.
The Neuroi didn't need witches, but since they were made of magic, Neuroi that had cores made from witches could generate shields to protect themselves, as well as shoot through other witches' shields. After several minutes of refining, brand new specialized witch cores began popping out of the honeycomb, waiting to be used by the Neuroi.
Cell was still outside distracting the Strike Witches to allow the Gremlins to escape. Commander Minna and Major Sakamoto confronted the large green creature in the air. With her sword drawn, Mio pointed it at Cell and demanded, "Where is Sanya?"
Laughing while swinging his stinger tail in the air, he replied, "That's none of your concern! You should worry about the witches who are still alive!"
"Damn you!" Mio charged at the beast, ignoring Minna's orders.
"No Major, stop!" the commander shouted.
Cell dodged every swipe from Mio's blade in mid-air, and opened up his stinger tail into a cylinder. He plunged down onto Mio's head, forcing her to drop her Reppumaru into the ocean. Likewise, her Striker Units slipped off, revealing her bare legs and feet kicking to no avail.
Commander Minna began firing her rifle, but Cell immediately retreated to the ground with his prey still struggling to break free. "She's gone..." Minna mumbled to herself. Wiping the tears off her cheeks, she tried to round up the remaining girls so the same thing wouldn't happen to them.
Once Cell was alone in the base's hangar, he could hear Mio struggling. "Let go of me!"
"Oh relax," Cell said. "You'll be a part of me in no time!" Mio's body dangled in the air, and she was being sucked inside Cell's tail so violently that her white uniform fell off, leaving her in her Fuso Imperial Navy swimsuit. Her butt cheeks slapped together once Cell's tail reached her hips, and soon her thighs were enveloped, then her ankles, and finally her squirming toes disappeared for good.
Cell's tail closed back up and swallowed Major Sakamoto up the green tube, giving her a one-way trip inside Cell's body.
Still inside the hangar was a frightened Francesca Lucchini, who never quite took off with her friends due to engine failure. Trembling in fear behind a launch pad, Francesca peeked over and saw the bulge in Cell's tail disappearing into his back. Once Mio became absorbed, a small pair of ears poked out of Cell's head, and a dog's tail out of his back: Cell had unknowingly summoned Sakamoto's familiar upon absorbing her.
"So this is a witch's power," he said to himself.
Francesca tried to sneak back in the base barefoot, but she bumped into a cluttered table full of Shirley's tools.
After several things fell off and metal clanged against the concrete, Cell turned his head as he formed a twisted smile on his face.
"EEEEEEEEEEEPPP!" Francesca yipped, as she tried darting back inside the base, tripping over herself like a clumsy cat.
Cell lashed his tail out at the frightened witch, pinning her to the ground. Licking his chops, he said, "I have a special plan for you!"
Laughing as the young witch squirmed underneath his tail, Cell began stripping all of Francesca's clothes off. He tore off her uniform, and ripped off her striped panties, leaving her completely naked on the ground. Francesca summoned her familiar and tried to resist, but the ribbons in her hair came undone, resulting in her black hair swinging wildly about.
Cell's enlarging green member poked out and probed Francesca's pussy. Rubbing it up and down, he also pressed his chest down onto her small tits. He could hear her crying at this point, so Cell gladly stuck out his tongue and licked the tears off her cheeks. He sniffed her a few times behind the ears, then without warning, thrust his dick up inside Francesca's virgin pussy, and began humping to his delight.
Francesca had obviously been too young to have sex, so she felt her hymen tearing, causing her to shriek out in even more pain.
Cell would have to hurry, however. As much as he wanted to enjoy toying with his food, the other witches would soon return and interrupt him with their annoying gunfire.
Francesca could feel Cell smashing faster and harder, causing her to moan louder in pain - but also pleasure. She could feel her body's desire to spray all her femcum out, but before she realized it, Cell let out a deafening roar.
"AAAARRRGHHHHHH!"
Cell had pumped loads of cum inside her pussy, so much that it began to overflow and spill out onto the floor. He quickly pulled out, and smiled at the sight of Francesca's loli body sprawled out on the ground, completely wrecked. His tail opened up into a cylinder again, scooped up another witch, and watched as she slid inside without any resistance.
Francesca managed to struggle before being swallowed, but once she was, all she could do was cry, "DON'T EAT ME! DON'T EAT ME!"
The witch slithered up his tail, and disappeared inside his back. Once she did, Cell summoned her familiar as well, replacing Sakamoto's. He chuckled, and said, "You can be my little helper...that's why I decided to plant my seed inside of you!" He burst outside, looking for the remaining witches to capture for the Gremlins' return.