Upon eliminating every Strike Witch from the 501st Joint Fighter Wing and processing them into magical Neuroi cores, the Neuroi hive that had helped produce the dreaded Gremlin units slowly migrated its way towads Petersburgh, Orussia: home of the Brave Witches.

Cell, who was still in his imperfect form, longed to evolve into a more powerful being. It would take absorbing more witches for him to achieve that goal. He seemed to draw out more of the their power whenever he violated a witch before consuming her, so as to help increase their strength of their magic.

Combined, the two horrors would seem to be unstoppable. The Neuroi would either melt witches or cocoon them inside their bellies to form new Gremlins, while Cell would rape and absorb them so he could evolve. Soon, the Brave Witches would learn the terror of their new foes.

Commander Gundula Rall was sitting in her office alone when she received an unexpected call. "What is it?" She answered. After a few moments of a quick briefing from the top brass, she gasped upon realizing that a new Neuroi hive had appeared in their airspace.

She slammed the phone down and grit her teeth. "The Strike Witches are all...dead?"

In the hangar, Alexandra I. Pokryshkin and Nikka E. Katajainen - both who preferred to be called Sasha and Nipa - were arguing like they always do about Nipa's constant accidents.

"Nipa, one of these days you're going to get yourself killed!" Sasha scolded, while waving her wrench in the air.

With oil marks all over her uniform, Nipa tried defending herself. "It wasn't my fault this time, I swear! The maintenance crew practically sabotaged my Striker Unit!"

"Don't be ridiculous!" Sasha shouted. "Just go take a bath and clean yourself up! You're filthy all over!"

Nipa moaned and followed her superior's orders.

Once Nipa left the hangar for the bathhouse outside, the phone rang, prompting Sasha to pick it up. "What is it this time?" she complained to herself.

Commander Rall's voice was very grim on the other side of the phone. As she explained the demise of the Strike Witches and how the Neuroi responsible for their casualties were closing in, Sasha's hands began to shake. "Y-yes Commander, I understand."

After receiving her orders to rally the other Brave Witches, Sasha hung up, and chased back after Nipa.

Before she could leave the hangar, a large green creature flew in from the sky, and pounced on the unsuspecting witch.

"Oof!" Sasha cried out in a plume of smoke. After coughing and swiping the dust away with her hands, she could make out the figure: a insect-like beast with a long green stinger tail stood before her.

"Going somewhere?" He asked.

"Just...just who are you?!" Sasha backed away, sensing a threat. She noticed his crotch, which had boasted an impressively large member pointing right at her.

"You look quite delicious...I wonder, do you have enough magical power to help me evolve?" he laughed, and using his incredible speed, grabbed Sasha from behind, and pushed her to the ground.

"Hey, let go of me!"

Continuing his cackling, Cell began tearing off her uniform and bra. He ripped off her slip-on shoes and black stockings, leaving her with just her skirt and panties on.

"NO! STOP IT!" Sensing what her assaulter was about to do, she struggled and summoned her bear familiar.

"Hahaha, that's more like it! Squirm as much as you want!" Cell pulled up Sasha's skirt, curled his finger inside her panties and pulled on them, revealing all of her privates. He gazed at her thick cameltoe and round, plump ass. "Don't worry, little witch...it will only hurt once!"

"SOMEBODY HELP ME! NIPA! ANYONE!" Sasha kept crying for help, but nobody else was even near the hangar.

Cell poked his large green cock around her genitals, and rubbed it between her butt cheeks. The feeling of the cold, hard concrete on the ground made Sasha's tits grow big and hard.

"I need to see how much power you have and if you're worth absorbing...if not, then I can just feed you to the Gremlins!" Cell laughed even more as he thrust his dick up Sasha's pussy, tearing her hymen.

"AAAAAHHHHHHH!" Blood started to trickle out as Sasha lost her virginity.

Cell began to smash her pussy hard and fast. He pinned her legs to the ground to keep her from struggling too much, and pulled her left arm backwards in the air behind her back, while pressing her head into the ground.

Cell could sense her power slightly growing, and tried to get the most out of her by humping as long as possible. "Let's get this over with quickly so none of the other witches find out I'm here!"

Sasha tried to hold out for as long as she could, hoping anybody would enter the hangar and help save her from this monster. But the carnal pleasures that built up deep inside became overwhelming. She didn't want to admit it, but Cell had an amazingly large girth that squeezing in and out of her pussy.

Without realizing it, those moans of pain turned into moans of pleasure. "Yes, that's it...let your power grow and cum as much as you want!"

The faster Cell humped, the less Sasha could hold it in. Finally in an instant, her familiar grew twice as large in size as Sasha sprayed her femcum all over the floor.

"AAAAHHHHHHH!" the witch howled in ecstasy. As she kept splashing her secretions, Cell decided to finish the job by pulling out, turning Sasha over on her back, and sticking his dick inside her mouth. Grabbing the back of her head, he began pumping his own cum deep inside her throat, and forcing her to swallow every drop.

"Mmmmmmphhh!" Cell let out his own muffled cries as he dumped his entire load inside Sasha's mouth. He pulled out after a minute and stood up, summoning Francesca's familiar. He began sensing how much magic she could give him by pricking his tail inside her neck and sucking out a quick sample.

Cell clicked his tongue in disappointment. "You're not very strong at all."

Once he pulled his tail out, two Gremlin Neuroi units flew in behind him. "Help yourself!" He said to them, prompting the Gremlins to stab their own stinger tails in Sasha's chest, and began siphoning her flesh, blood and organs, melting her completely into more witch meat for the Neuroi core refinery to process back at the hive.

Cell looked to the bath house where he saw another witch walk into. "Now, maybe that other girl has enough magic to help me evolve!"

Back in her office, Commander Rall summoned her own familiar and sensed that Sasha's magical signal had disappeared for good. "No...they've already gotten to us!" She sounded the alarm by announcing on the speakers throughout the base: "INTRUDER! INTRUDER ALERT! THERE IS AN ENEMY INSIDE OUR BASE! ALL AVAILABLE WITCHES HEAD TO THE HANGAR AND PREPARE FOR TAKEOFF!"

The two Gremlins heard the alarm, but didn't bother to leave a pile of flesh on the ground. They waited until they completely melted and absorbed Sasha into their tails before ripping the last bit of Sasha meat apart.

Slamming the door to the hangar open was Edytha Rossmann, Kanno Naoe and the two Karibuchi sisters Takami and Hikari. All they saw were a pair of Gremlins flying from the hangar, leaving a pile of Sasha's clothes on the ground. The first of the Brave Witches had just been consumed.

The four witches ran towards the spot where Sasha was last seen. "Commander," Rossmann shouted into her intercom. "Flight Lieutenant Pokryshkin has just been..." the witch was unable to finish her sentence as tears streamed down her face at the loss of her comrade.

"I know. Get the other witches combat ready and have them avenge their friend!" Rall ordered.

Hikari picked up Sasha's clothes which were still warm. "But what happened to her, and where is she?"

Kanno nodded her head. "There's not a single trace of her..."

Takami replied, "I don't know, but be on the lookout for - " before she could finish her sentence, the witches heard Nipa's cries from outside. They all ran out the hangar, and into the cold - and saw their friend being violated in the snow.

"NIPA!" Kanno shouted, watching her friend being raped by a nefarious looking creature. They could all see her giant breasts bouncing together on her chest as Cell fucked her in the missionary position, with her bare legs hanging over Cell's shoulders.

"Girls, get back in the base and prepare for combat!" Rossmann commanded. "Takami and I will stop this monster right now!"

Takami and Edytha summoned their familiars and charged at Cell, before being ambushed from above. Takami fell down on her stomach after being stabbed in the back by a Gremlin's tail.

"Karibuchi!" Edytha cried out. She turned and dodged the other Gremlin attacking her. Looking back at Takami, she saw the horrible truth of what happened to Sasha: witches were being melted and absorbed by these Neuroi.

As Takami struggled to break free, she said with the Gremlin sucking out her insides, "Edytha...protect...my sister...!"

Rossmann nodded her head and grit her teeth. She had no choice but to bring out the beast in her familiar: the legendary nine-tails fox that was hidden deep with within.

Gritting her teeth, Edytha slowly turned them into small bared fangs. Her nine-tails grew out, and some of her uniform even tore as they could not hold back the power she contained. As Cell continued to screw the helpless witch, Edytha looked at her attacker and said, "You're all...going...to pay for this!"