After losing Major Sakamoto to Cell, Minna decided to round up the remaining witches. Trude, Erica, Shirley, Lynette and Perrine all came together in midair to discuss their next plan. The first thing the Commander noticed was that Francesca was missing.

She looked at Shirley, since the two of them were always together. "Where's Ensign Lucchini?" Minna ordered.

"I don't know, I thought she behind me the whole time after we left the hangar!" Shirley tried to explain.

"Damn! That creature might have gotten to her as well..." Minna added, "If that thing is hiding at our base then we need to destroy it as soon as possible!"

"Roger Commander Minna," Trude and Erica replied together.

Minna continued, "We should stick together as a group to make sure we don't get caught alone."

"But what about those five Neuroi that flew right past us and into the hive?" Perrine asked.

"They don't seem to be interested in us..." Lynne said.

Minna replied, "I don't know what their objective is, but they're clearly up to something. Captain Barkhorn and Lieutenant Hartmann, you two keep guard in the sky and make sure they don't try anything funny!"

"Roger!"

The other four remaining witches flew back to their base, and removed their Striker Units, but remained armed with their rifles. Sticking together, all four girls searched the base for the green alien creature that captured Major Sakamoto.

Keeping an eye on the hive, Erica and Trude waited for the enemy Neuroi to return. "Do you really think those five weird looking Neuroi are gonna come back?" Erica asked.

"Who knows, we just need to keep the skies clear!"

After several minutes, a bright twinkle in the sky signaled the return of all five Gremlins. They were back to harvest more witches and turn them into Neuroi cores - and since there were just two still in the air, they would unwittingly be next.

"Lock and load, Hartmann!" Trude shouted. She fired off a full magazine at the closest Neuroi, and watched as it became riddled with bullets. Since these Neuroi were much small than what the Strike Witches were used to fighting, findind and destroying the core was a piece of cake.

The Neuroi howled in pain as it took massive damage; soon Trude found the core, and blasted it away easily. The first Gremlin had been destroyed.

Meanwhile, Erica shot at the highest enemy, also inflicting fatal damage to a Gremlin. But while she and Trude were distracted at blowing away the first two Neuroi cores, the other three escaped into their blind spots.

"You don't stand a chance against Karlsland's top aces!" Trude bragged as she began to reload her favorite machine gun.

One Gremlin was so fast that even Erica couldn't see where it flew. She looked to her wingman, and saw a Gremlin wrapping its arms around Trude, and pinning her to its body.

"Trudy!" shouted Erica as she heard Barkhorn's frantic screams.

Dropping her machine gun and losing her Striker Units, Trude felt a piercing feeling jamming up between her legs. "AAAAAHHHHHHHH!"

Seeing her friend being violated enraged Erica. She fired at the attacking Neuroi, only to be attacked from above.

Trude had to raise her shields to protect herself from friendly fire. At the same time, the fourth Gremlin plunged down onto Erica's head with its tail that formed into a large gaping cylinder. Erica dropped her own weapon, and felt her Striker Units also falling off. She slapped the outside of the cylinder with her arms, but her head and shoulders were completely enveloped.

Sucking the helpless witch in, the Gremlin continued to use tremendous strength in its tail to consume its victim. Erica could not see what was happening to her friend, and with her eyes sinking into her sockets, Trude also became blind to her doom.

Captain Barkhorn felt her own insides quickly being drained out of her privates, but soon felt another stabbing feeling between her breasts. The last remaining Gremlin stabbed its tail deep inside her chest, also feeding off the witch by melting her down and siphoning her fluids. With two Neuroi drinking her up, Barkhorn's legs quickly grew so thin, that her panties slid off her legs and fluttered into the ocean.

Trude's arms, legs and head gradually shriveled into her body, which became a large ball of fleshy meat that disappeared into her grey uniform.

The other Gremlin had Erica slid up to her thighs, and soon her struggling only quickened the pace of her absorption. She kicked her bare legs about, and shimmied herself further upside without realizing it. The Gremlin's tail had Erica up to her ankles, and finally slurped up her squirming toes.

Erica slid up the large black tube, and became swallowed whole inside the Neuroi's belly. Inside, she would become gestated into an egg that would be laid, and eventually hatch into a brand new Gremlin Neuroi. After losing two units, the Gremlins would have to replenish their ranks. By the time Hartmann was swallowed up, the gestation immediately began. She tried to fight it at first, but the Neuroi that captured her felt the witch's resistance slowly dying off.

Meanwhile, Barkhorn had already been completely melted - the two Neuroi that were feasting on her had split the last bit of Trude meat apart at the tips of their tails. Once they pulled out of her uniform, Barkhorn's remaining garments were left to drift in the wind.

There was still room for more however, so they headed to the base to ambush the last four girls while the Gremlin that swallowed Erica returned to the hive to lay the new egg.

Though the Gremlins lost two units, they could still create more. Fortunately, two more Strike Witches were also dead, and they could never be replaced.