Eila, Sanya, and Francesca all hid in Eila's room after retreating from the sky. Seeing that large green alien creature gobbling up their friends with his tail had instantly sent the girls fleeing for their lives, knowing this was a battle they would likely lose.
The young witches all huddled together inside Eila's empty closet. Francesca asked, "Hey, can we get out now? It's been an hour since we started hiding from that thing and I really have to GO!"
"Fine," Eila rolled her eyes. She opened up the closet and said, "Just get back here as fast as you can! I don't want you leading that thing to us!"
Francesca burst out and headed for the nearest restroom at the base. She dashed past the mess hall, turned a corner and found the closest toilet inside the lavatory.
Francesca pulled down her striped panties, sat on the cold toilet seat, and took a big sigh of relief. She didn't have to wait very long; a long link of dark brown poop squeezed out between her butt cheeks, creating a loud splash in the toilet bowl.
She also peed a lot, spraying her golden urine for about half a minute, before letting the rest drip out.
As she reached for the roll of toilet paper, she felt a sharp needle poking at her pink butthole.
"EEEEEK!" shouted the young witch.
Before she could stand up, the needle shoved itself up Francesca's anus, and into her rectum. "GAAAAAAAAHHHH!" She jumped off the toilet seat and turned around, only to see the horror of a green tube coming out of the toilet and sticking up her rear end.
"GET IT OUT! GET IT OOOUUUUUT!" shrieked Francesca. She reached behind her and tried grabbing the tube with her arms and pulled on the slimy and wet violator as hard as she could, desperately trying to free herself.
But it wouldn't come out of her butt no matter how hard she pulled. The witch then felt a strange feeling swooshing out through her body, as if all of her insides were being sucked down towards her rear end.
"Wha- what's going on?!"
Francesca was yanked back onto the toilet seat. Her shoes fell off as she tried scraping away at the floor, and the stalls were all smooth with nothing to grab on.
The long green tube began pumping Francesca's fluids out of her body through her anus, and down the toilet for several minutes. "Ungh...!" Her body started to shrivel up; her legs and arms started to shrink, and her eyes began to sink inside her head. Soon, Francesca would stop struggling as her blood loss became too great.
The limp witch was laying on the toilet as her meat kept pumping out through her butthole. Francesca's legs had become boneless flabs of skin, amd her arms and head shrunk into her uniform. Faster and faster the green tube pumped; eventually, what remained of Francesca's body shrunk into one big meat sack with only her ass yet to be disfigured.
But all of the fat in her buttocks also started to get sucked out into the green tube and down the toilet. Her uniform fell into the toilet bowl, mixing with her own piss and shit, as the rest of Francesca Lucchini became melted down into liquid form and the rest of her witch meat being pumped down the toilet.
Once the tube finished absorbing Francesca, the last flab of the witch's flesh disappeared into the needle, and the tube descended back down into the toilet.
"She sure is taking a long time," Sanya whispered.
"C'mon, let's go look for her," Eila said. After the two witches left the closet, they peered outside Eila's room. "Looks safe to me."
Both girls searched much of the base together, but found no trace of Francesca.
"You don't think she could still be in the bathroom, do you?" Sanya asked.
"I guess there's no other place to look..." Eila replied.
The witches continued their search in the restrooms, and peeked into each of the stalls.
"Eila!" Sanya shouted at the sight of Francesca's panties on the floor of the stall, and her white uniform in the toilet.
Eila rushed over to the stall, and saw what remained of Francesca. "Ugh, is she naked somewhere?" After pulling the uniform out, Eila flushed down Francesca's waste. "That's really disgusting! What kind of a sick joke is this!"
After they turned around and left the stall, Eila and Sanya had almost made it out of the bathroom, but their worst fears came true when the monster that ate their friends suddenly walked inside with his heavy thudding footsteps.
"Going somewhere, ladies?"
Eila and Sanya shrieked at the top of their lungs, but Cell stopped them by grabbing both of their throats and lifting them in the air. They both continued to gag, summoned their familiars, and frantically kicked their legs.
"Hahahahaha! Keep squirming!" Cell tossed Sanya on her back, but turned Eila around, plopped her on her knees, and began tearing off her clothes.
Sanya tried to make a run for it, but Cell's stinger tail thrust up her skirt, poked through her panties, and penetrated deep inside her anus.
"YAAAAAAHHHHH!" Sanya yelled.
Eila saw everything and shouted something incoherent as well, but she stopped short of saying anything else as Cell pulled down her white tights and light blue panties. Eila's tail tried to cover her privates, while Cell used his incredible strength to rip off Eila's uniform, undershirt and bra.
Sanya tried escaping, but the tail was stuck inside her rear end. In fact, it had been pumping her insides out through her anus this whole time.
"Your little friend's witch meat will help create several new magical Neuroi cores!" Cell explained to Eila, as he ripped off the witch's tights completely, revealing her bare slender legs and squirming feet. He looked down at Eila's pink ass, and began rubbing his enlarging member between her butt crack.
Eila watched in horror as Sanya was melting on the bathroom floor; all of her insides being pumped out her own asshole. She tried using her magic, but Cell was just too strong.
As he was filling himself up with Sanya's witch meat, Cell whispered in her ear, "Your friend is pooping herself out, which is exactly what happened to the other witch!" Cell then thrust his fully erected member up inside Eila's pussy, tearing her hymen.
"AAAAAHHHHHHHH!" Eila shouted upon losing her virginity.
"Carnal desires increase a witch's power...so you might as well enjoying being raped!"
Cell began humping to the delight of Eila's squeals for help. He grabbed her tits from behind, and started rubbing them together, giving Eila a sudden sense of pleasure. It hurt at first, but the feeling of Cell's large girth rubbing back and forth and being clutched by a muscular body helped to bring out her moans of sexual enjoyment.
From behind, Cell watched Eila's butt cheeks smacking together and jiggling from his vigorous humping. Her lightly browned anus grew more and more alluring as he quickened his pace.
"Mmmph! Ooof! Ughh! Unnngh!" cried Eila, as she watched her friend Sanya completely diasappering inside her clothes; her legs shrunk inside her black stockings, and her back sank closer to the floor.
After several minutes of smashing pussy, Cell pulled out, and pushed himself deep in Eila's butthole.
The feeling of her rim being spread apart only heightened her pleasure, as Cell probed deep within, pulled out, then pushed back in for good.
"Mmmmmmmm..." moaned Eila. She bent over and pressed her face to the cold ground, enduring the violation of her ass.
"Your powers are getting stronger; it's only a matter of time before you're good and ready to be absorbed!"
Eila's cheeks were flushed red. The intense fucking she had been taking was enjoyable, but also put a lot of stress on the girl's frail body.
Sanya had completely shrunk inside her uniform by now. It wouldn't be long before Cell gobbled up the rest of her, but he also had to make Eila's familiar ascend.
He pulled out, flipped her over on her back, and lifted her legs over his shoulders. Eila just took whatever was coming to her, as she became numb with pleasure.
Cell slipped his large slimy dick inside Eila's wide open anus again, and prepared to fire his load. He grabbed her tits again, squeezing them both tightly as he smashed her asshole faster and faster. The witch could only watch from below as Cell's tail continued to pump more and more of Sanya up his tail, which eventually led inside his back.
By now, Sanya was completely gone, and Cell's tail had pulled out of her skirt leaving her black uniform remaining on the bathroom floor.
Once Eila saw Cell's tail returning behind him, she knew Sanya had been completely devoured. The combination of her despair and sexual desires had sparked her familiar into a new phase, one that she had never experienced before. In an instant, her ears heightened, and her tail grew three times as long. Without realizing it, her black fox familiar had ascended, and Eila sprayed her femcum all over at the same time.
"AHHHHHHH!"
Cell was pleased at the newly ascended witch. Maybe now she had enough power to help him ascend to his perfect form. But first, he had unfinished business to take care of.
He continued to ass-rape Eila until his own load had finally built up. The sight of fucking Eila's tight anus beneath her jiggling spread pussy covered in her silver pubic hair had sparked the moment Cell needed. And in one quick yell, Cell finally blasted his load that had been building for half an hour.
"RAAAAAHHHHHHHHH!"
Cell pumped his cum deep inside Eila's rectum, and watched as some squirted out as there was no place else for all of his cum to go.
Eila suddenly grew a seductive look on her face; the newly ascended witch had forgotted all about her melted friend. It was almost as if she was a completely different person.
"More...I want more magic..." she said with a sly grin.
"Sorry bitch," Cell stood up and wrapped her ankles up with his tail, lifting her in the air upside down. "Your powers will be mine!"
Eila didn't even struggle to resist. Cell opened up his needle tail into a massive cylinder, and lowered her inside. His tail slurped up her boobs, her ass, her long tail, and eventually her legs and feet before closing back up.
The witch slid up the tail and into Cell's back, instigating another increase in Cell's magical power.
"Mmmmmm...raaaaahhh!" Cell grew Eila's black fox familiar. A new pair of ears poked out of his head, and a long bushy black tail from his back.
"Not enough, hmm? Guess there will have to be more witches for me to hunt down, rape, and absorb!"