Minna led the surviving witches to the living quarters where she tried to come up with a plan to kill the creature that abducted Major Sakamoto.

"Listen, I need us all to stick together. If we get caught alone, who knows what that thing will do to us?"

Lynette, Shirley and Perrine still didn't know who they were fighting. "Shirley asked, "Commander, how did the Major get taken so easily by a Neuroi?"

"It's not a Neuroi! I've never seen anything like it, but it's a lot more powerful than you think - it's probably the same thing that captured Sanya!"

Suddenly, the witches could hear someone laughing in a raspy voice from behind.

"Not quite!" Cell said as he snuck behind them.

The witches turned around, and Perrine covered her mouth at the ghastly site of the green menace standing in front of them. "Who - who are you?!" she demanded.

"Definitely not a friendly face!" Shirley fired her machine gun at Cell, but he easily deflected all shots using the shields he acquired after absorbing Francesca.

"It's no good, Captain!" Minna said. "That thing is using our powers against us!"

Cell waved his stinger tail in the air. "Allow me to show you what I did to your friends!" A large apparition that took the form of Mio appeared above Cell and said, "Minna, it's me!"

The Commander gasped at the sight of her friend's ghost. She trembled as she asked, "Major...is that you?"

The large apparition stretched out her arm and continued, "Of course! Join me and Francecsa - together we can all be a part of Cell!"

"Don't listen to that thing Commander!" Shirley reloaded, and fired at the ghost.

It disappeared behind Cell, snapping Minna out of it. Cell frowned and said, "That's too bad." He opened up his stinger tail and attempted to snatch Minna from her group.

The Commander grunted and summoned her familiar as she raised her shields, stopping the tail in midair. Perrine than fired at Cell, but the creature once again raised his own shields.

"Lynne, Perrine, get out of here!" Shirley ordered. The two girls nodded and fled back to the hangar.

Shirley charged Cell and pointed her rifle straight into his gut. "We can't defend at this close range, but let's see if you can!"

"Shirley, look out!" Minna cried. Before she could fire, Shirley felt her back being stabbed from behind. She dropped her rifle, turned around, and saw a Gremlin with the same stinger tail that Cell had plunged in her back.

The Captain stumbled backward, and fell to her knees as the pain throbbed throughout her body. "UGHHH!"

Cell began to cackle as the Gremlin started to suck out Shirley's insides and pump them through its tail and into its belly.

Minna's shields weakened, until finally they gave in as Cell plucked her from the ground and began slurping her up, forcing her to drop her weapon.

The struggling witch's wolf tail wagged violently as it struggled mightily just as the Commander did.

Minna kicked her bare legs and feet, and thrashed her arms about, fighting Cell's grasp. As always, he was too strong for his victims. Shirley was still on the ground, slowly melting away as the Gremlin sped up the process, turning her into a large lump of meat inside the red uniform and white panties.

Cell cackled as Minna slid up to her hips, with her butt cheeks slapping together at the steady pace of Cell's sucking. It wasn't long before she was taken into her thighs, and then her ankles, before her feet disappeared inside. Minna was finally swallowed into Cell's tail as her muffled cried went unanswered.

Lynne and Perrine hurried down the hall and past the Commander's office that led to the hangar. Lynne said, "Hold on Perrine, I'm not as fast as you!"

"Drop your weapon, it's weighing you down!" Perrine said back.

"I already did!" Lynne grew embarrassed, knowing that it was actually the extra weight on her chest that was slowing her down.

"Tch!" Perrine clicked her tongue, before coming to a complete stop at the hangar's entrance.

"What's wrong - ahhhhh!" Lynne tried to stop, but Perrine had froze so suddenly she didn't give Lynne enough time to slow down. She collided into her friend's back, and they both tumbled to the ground.

Lynne rubbed her head. "Perrine, why did you - ?" the young witch gasped in the middle of her question.

Another Gremlin had hunted down the last two members of the 501st, and stabbed Perrine in her stomach with its tail, preparing to melt another witch.

As her glasses fell affer falling to the ground, Perrine could only think about the Major in her dying moments. She remained frozen on the ground, waiting for the end to come.

Meanwhile, Lynne stood back up amd tried to escape the other way, only to be stabbed up her privates by Cell. "Where do you think YOU'RE going?"

Lynne fell to her knees, and gave a look of doom on her face, with her mouth trembling open, but no words escaping her lips.

Cell pumped out all kinds of fluids and reproductive parts from Lynne's midsection, until he finally found what he was looking for. "Your eggs will make some fine new witches for the Neuroi to gestate into their hive! AHAHAHAHAHAHAHAHA!"

Perrine continues to melt onto the ground, until all that was left was a pile of clothes: her blue uniform and black stockings with her panties resting inside would be all that the human army would find of her.

Meanwhile, the Gremlin still had one more witch to melt down into raw material for their magical cores. It stabbed its tail in Lynne's back, pushing her to the ground. Cell pulled out of her pussy after taking her ovaries, and watched as the last member of the 501st Joint Fighter Wing became absorbed into the Neuroi.

Lynne's head broke down and shrunk inside her body, as her legs shriveled up in her long kneesocks. Her toes could be seen dragging along inside until they were pulled out, but by then she was a wrinkled pile of flesh. It took longer than usual, but her large breasts eventually shrunk into a pair of flappy sacks of tits.

The Gremlin slurped up the last of the Lynne meat from inside her green uniform. It pulled out and howled in delight. "Excellent!" Cell exclaimed. "Now let's return to the hive and turn in our spoils of war!"

Cell and the last three Gremlins returned to the giant Neuroi hive, and entered the Core Refinery, where the Gremlins would poke their stinger tails inside the sack that held the raw material. They all began pumpimg the witches' fluids out of their bellies, through their tails, and into the refinery.

Steam emanated out of the honeycomb, as it generated more magical cores from the Strike Witches' meat and organs.

Cell joined them, as he too had broken down the witches bodies he absorbed in his stomach. He stabbed his tail in the sack, and began pumping Mio's and Minna's digested remains into the honeycomb.

The only witch that didn't become fuel for magical cores was Francesca, who remained a part of Cell until he had a better use for her.

The Strike Witches were not only destroyed, but absorbed into the Neuroi. With Cell's help, they would easily win the war against the remaining World Witches.