Cell was brimming with pleasure in middle of the obstacle course outside that had been turned into a trap for unsuspecting witches. After absorbing Nipa, Minna and Mio, there were just two witches left.

But before he could consume Rall and Krupinski, he needed to charge them up as well.

Both were barely conscious after being injected with an agent to keep them from fighting back. Cell walked over to Krupinski, ripped off her slacks, and lifted her up by her panties. Her thick cameltoe bulged through the fabric as she moaned in discomfort.

"Just relax," Cell said. He laughed as his stinger tail thrust underneath her and tore off the rest of her uniform, leaving her practically naked.

"Those are some fine tits you have," he said, watching them jiggling underneath her chest. He squeezed his tail between them, then shoved Krupinski backwards up against Cell's chest, with his tail still rubbing between the large pair of round meat jugs.

"Do your worst!" she said.

"Don't worry, I will!"

After pulling off her underwear, Cell's enlarging member rubbed up and down between her butt crack. He started probing her ass a few times, teasing it while still feeling up her breasts with his tail. His precum started to lubricate everything around her lightly dirt anus.

"So that's what you're into, huh?" Waltrud tried to say with a grimace. "Are you gonna do that to the commander as well?"

"Of course!" Cell kept pushing his throbbing cock up against her tight butthole. "I'll screw as many witches as I want!"

Without hesitating any longer, Cell thrust himself inside Waltrud's ass.

"AAAAHHHHHHH!" the witch cried, as she felt her rectum being violated by the green beast.

As Cell pushed in and pulled out of her anus completely, his tail wrapped around her neck, and pulled her back towards Cell's chest. "Ughh!"

"Just stay like that!" Cell grabbed her tits from behind, and thrust deep inside her butt for good this time. He humped to the delight of the witch's gags and cries for help.

All Gundula could do was lay on the ground and watch with her butt sticking up in the air as well, waiting for her turn to be raped.

Cell began humping so hard that Waltrud's soft butt cheeks slapped together, making a sound like a frantic metronome.

"Just a little longer, my love!" The rapid speed of Cell humping as he was raping her ass like a real dog in heat began to cause Waltrud to scream in pleasure.

"That's right, keep it up!" Cell was ready to blow his load. Once he got the signal from Maloney that the witch was at her peak power level, he blasted everything he stored inside Waltrud's anus.

"MMMMMRRGGHHHHH!"

Cell pumped loads of cum deep inside the helpless witch's anus. There was so much unleashed that it quickly began seeping out Waltrud's butthole, even as he continued to keep cumming inside.

He grabbed Waltrud's head and pat her hair as she was still in shock. "Good girl, now it's time for you to be eaten!"

Cell dropped the naked witch to the ground. While she was gasping for breath in the middle of her euphoric experience, Cell opened up his tail and scooped her up. Not even resisting, Waltrud was quickly slurped up to her giant melons, before Cell shimmied the rest of her inside.

The witch ascended up his tail, and became swallowed into his back, causing Cell to further scream out as he processed her power. "RRRRAAAHHHHHH!"

He grew the witch's tail and ears, and looked back over at the commander. Licking his chops, he walked over and wasted no time.

Cell ripped off her shoes, uniform and panties as well, leaving her completely naked. He slapped her ass, and turned her over on her back, before thrusting himself inside the witch's anus without bothering to lubricate it first.

"Ahhhh!" Gundula cried out.

In the missionary position with her feet pinned against his face, Cell fucked her butthole as well, while his stinger tail decided to take part by raping her pussy.

Cell squeezed her massive breasts, while laughing, "Come on now, surely you can use magic to give me something to drink! I'm thirsty!"

"Of course not...you monster!"

Gundula could already feel the pleasure building as Cell's tail slid back and forth up her pussy. But the feeling of her anus being stimulated as well only doubled her pleasure, and quickened the rate of her orgasm.

"Well? Am I satisfying both of your holes?"

"UUnnnnggghhhh..." was all Gundula could manage to say.

"What's that? More? As you wish!" Cell cackled. He leaned over and started suckling both of her tits. For a brief moment they stopped bouncing violently around as Cell held them still so he could suck as hard as he could.

But as Cell continued to hump her defenseless anus, Gundula's bare butt cheeks slapped around the dirt as well. Wet and stickly fluids began dripping from both of their genitals as Cell tried to get Gundula at maximum pleasure.

Before he realized it, a large and wet explosion from Gundula's crotch splattered all of the ground. As she continued squirting against her will, Cell sat back up and pulled his tail out. But he continued to smash her anus, squeezing her feet harder against his face...feeling her squirming toes wriggling about.

Finally, Cell unloaded once more inside a witch's ass. Once he did, he felt her feet stop squirming as she endured the warm jet of cum pumping inside her rectum.

"Ahhh...aahhhh...ahh..." Gundula moaned for nearly a minute, as Cell let more and more of his white sticky stuff fill her up before it started leaking out.

"This should do it!" Cell pulled out, and grabbed Rall by the ankles. Lifting her up in the air, he dropped the helpless witch inside his tail, and swallowed her up.

Another witch devoured, and more powers gained as Cell grew the ears and tail of a wolf once the commanded became absorbed into his back.

Cell chuckled. "That's all five witches, now what?"

Maloney announced, "We have one more carrot-top witch from the 501st...I'm sure she'll be delicious!"

With the combined witches absorbed at maximum strength, Cell was more powerful than ever before. Once his magic ran low, he would just spit them back out, and charge them back up again.