Edytha charged at the green monster with her fox familiar fully ascended. All of that concentrated magic in a single witch would evolve Cell into his second form for sure.

Cell opened up his tail and lashed out at the witch, but she dodged it easily and thrust her fist into his gut at maximum strength.

"Oooff!" Cell stumbled backwards, and tried to attack again but was struck once more in his stomach.

"Don't take us so lightly...it'll cost you your life!" Rossmann dodged another swipe from his tail and grabbed it out of midair. "You won't be absorbing any more witches with this thing!"

Edytha yanked hard on it until Cell retaliated by shooting an energy blast at her, only for it to be deflected by her shields.

Ambushing Cell from behind, Commander Rall jumped onto his back and summoned her familiar as well. Using her magic, she helped to restrain the green beast while Edytha tried ripping off her tail.

"Wait...stop! Cell pleaded, realizing he became overconfident.

Ignoring his words, Edytha used all her strength to rip off Cell's tail, and tossed it into the snow.

"AAHHHHH!"

Cell's tail bounced around in the snow like it had a mind of its own. Commander Rall raised her own shields, pressing up against the hole in his back that led to every witch's demise. "Since you are involved with the Neuroi, we have to assume you can regenerate just like they can. Do you have some sort of core inside you as well?"

The witch killer chuckled. "How wise of you. But regenerating isn't all I can do!" Cell jumped into the air with the Brave Witches' leader still on his back. With overpowering strength, Cell pulled Gundula off his back, erasing the shield blocking his regenerating abilities.

"Commander!" shouted Edytha as she watched Gundula's body falling into the snow from a high distance. As she rushed over to help, Cell flew behind her with his tail completely regenerated. Edytha didn't even have time to turn around.

Cell's tail scooped up Edytha Rossmann with ease, sucking her up further inside the tube.

"YOU BASTARD!" the veteran witch screeched. She resisted with all her magical strength, but it wasn't enough to match Cell's voracious hunger.

"Hahahahaha!" Cell cackled as he watched his prey struggling in futility to escape being devoured alive. Her bare legs kicked and flailed about, with her tails wagging in desperation. "More power will be mine!"

Still groaning in the snow, a badly injured Gundula lifted her head up. All she could make out was a blurry green figure sucking up a glowingly brown and yellow figure in its long tail. She stretched out her arm and muttered, "No...Rossmann-sensei..."

"Mmm! Mmmm! "Mmm!" Edytha kept crying for help, but her muffled cries would reach nobody. The hungry tail had reached her waist, and began dissolving her clothes inside. Her panties were soaked in secretions, and eventually melted off her hips.

The naked witch was lapped up to her thighs, her knees, and finally her feet were pulled in. Since her familiar was ascended, its large bushy tail was the last to be seen of Edytha. She slid up the tube, and followed other witches on their fated path to being absorbed by Cell.

Meanwhile, the rest of the Brave Witches were in full retreat from the Neuroi invasion. Their bullets could do nothing against an enemy that also deployed witches shields, and fired beams that could penetrate their own.

Krupinski, Kanno, Georgette, and Hikari all regrouped back over near the base, when all of a sudden Waltrud sensed Edytha's power disappearing. "Hold on, what's going on the ground?!"

A large bright blast of energy exploded beneath them, followed by a large roar from Cell.

"RAHHHHHHHH!"

"What's happening?" Hikari asked.

Krupinski gripped her machine gun. "That monster just consumed Edytha and became even more powerful!"

Georgette grew frightened at the thought. "Huh? You mean..."

"Yeah. Her power still exists inside him, but Rossmann-sensei is gone for good."

"It...it can't be..." Hikari mumbled.

"Forget about her, think about keeping yourself alive!" Kanno shouted. "Now let's go down there and save our Commander - it looks like she still in trouble!"

Now in his second form, Cell chuckled at his newfound strength. He walked behind a hazy Commander Rall, grabbed her by the collar of her uniform, and pulled her up to his chest. He summoned Edytha's familiar, and a pair of fox ears and a giant fluffy tail grew out from behind. "So this is the power that she contained. I thought they were weaklings, but I suppose you witches don't die so easily!"

Sensing that her subordinates were landing on the ground to help her, Commander Rall begged them to stay away. "Stay back! You girls have no chance against him!"

All four witches swooped down and began raining machine gun fire on Cell, only to have their shots deflected by the shields he stole from Edytha.

"Damn it! It's the same thing with this guy!" Kanno complained. "Looks like I'll just have to smash his face in!"

Her glove glowed white, and she prepared for a direct attack - but Krupinski abruptly intervened. "Stop! You'll just kill the Commander when she's that close!"

Cell formed a great big smile on his face as he pushed Gundula back down. With her bent over on all fours, Cell used his tail to pry inside her panties, and slide them off to her knees.

"Hahaha! It must be cold down there all of a sudden!"

"You deranged freak! What are you gaining by doing this!"

Cell grew hard again at the sight of Gundula's exposed privates. He rubbed his giant green dick between the Commander's butt cheeks and squeezed them tightly at his pleasure.

"Okay, NOW can I kill him?!" Kanno asked Krupinski.

Waltrud didn't even wait to respond. She let her Striker Units slide off her legs, fell down gently, and began charging Cell, firing like a maniac. "AAAAHHHHH!"

As always, Cell blocked every shot, and used his tail to wrap Krupinski around tight like an anaconda does to its prey. "Damn it...lemme go! I'll kill you!"

Kanno, Hikari and Georgette could only watch in horror as Cell began to have his way with their Commander.

Hikari turned to Kanno and asked, "What do we do?! If they can't stop this thing then how can we beat it?"

Kanno grit her teeth in frustration. "Retreat."

Georgette asked, "But - "

"I said retreat! I'm in charge now! And I say it's every witch for herself!"

Kanno flew as far away from the base and the Neuroi as she could, leaving Georgette and Hikari alone. "Well...I'm not leaving the Commander!" Hikari dived towards Cell without a plan, and kept firing at the large green beast at the same time.

Georgette watched Hikari's laughable rescue attempt, as she too had her bullets deflected off of Cell's shields.

Still having fun with Gundula's ass, Cell grew annoyed at all the annoying distractions. "You flies are really bugging me...time to blow you out of the sky!" He fired a beam at Hikari that exploded in front of her shields, but damaging her Striker Units.

"Hikari!" Krupinski tried to shout, but the grip on her only tightened. "Ughh!"

Hikari fell into the snow with her bare legs and feet freezing. She got up and shivered, but then saw something that made her completely forget the cold.

Cell had begun to violate Commander Rall, as he began humping back and forth, smashing her pussy without remorse.

"Aaah! Aaaah! Ugghh...aaahhhh!" Once Gundula's cries reached Hikari's ears, the young witch felt a surge of rage flowing through her body.

"HOW COULD YOU DO SUCH A THING!" All the blood rushed towards Hikari's brain, and she ran towards Cell hoping to use her contact eye ability to detect any core. Unfortunately for her, Cell had no core to destroy.

"No Hikari, run away! Don't let the same thing happen to you!" Krupinski shouted.

But it was too late. Cell slammed Krupinski into Hikari with his tail, pinning them both to the ground.

Once she saw Hikari fail, Georgette knew it was time for her to escape, otherwise she might be next. She tried following Kanno in the direction opposite of the Neuroi, but for some reason she couldn't find her anywhere.

All of a sudden, a Gremlin swooped down without warning and used its tail to capture Georgette.

Cell kept smashing Rall's pussy until he sensed her reacting to the carnal pleasures and strengthening her magic. Even as she was being raped, the witch remarked, "So this is...umph! ...what you're doing to us...umph!"

"Don't talk back to me!" Cell slapped Gundula's ass. "Filthy wild animals aren't capable of speaking!" Cell kept banging the Commander until she finally had her orgasm and released her femcum all over the snow.

"OOOHHHHHHHH!"

Gundula's familiar tripled in size, as it was forcibly ascended by Cell. "That's right...now you are worth absorbing. But first," Cell grinned as he spread apart her butt cheeks. "First I must fulfill my promise of ass-fucking every last one of you witches!"

Cell's large green dick pressed against Gundula's lightly dirt anus and spread all of her secretions along the rim, lubricating her up.

"Don't you dare!" She yelled. But Cell ignored her and let himself inside her once more.

"NOOOOOOO!"

Cell slowly pushed inward, then pulled out. He pushed in again, pulled out...until finally pushing as far in as he could, forcing Gundula to twitch on the ground. Faster and faster Cell started to hump, waiting for his own load to build up.

For the first time in her life, Gundula had felt completely powerless. And never before had she felt so humiliated in front of the other girls. All she could do was endure the giant throbbing feeling radiating throughout her ass, while Cell continued to have his way with her.

Eventually, Cell felt the oncoming climax. He smashed as hard as he could until finally - he paused, and felt his load shooting up her rectum. Cell could here Gundula's squeals as he pumped a steady stream of cum up through her asshole.

Once he felt satisfied and dumped everything he built up, Cell pulled out and stood up. Two Gremlins flew down, each with a captured witch in their tails. "Excellent job. You two can go ahead let them go so you can melt this one on the ground!"

Georgette and Kanno plopped out of the Gremlins' tails and into the snow. "Ugh...yuck!" Kanno cried out with secretions all over her.

Cell pulled Krupinski in front of him with his tail, then grabbed her breasts, and thrust his dick inside her pussy, fucking her doggy-style as well.. "AAAHHHHH!"

The Gremlins each poked their tails into the seemingly lifeless Commander Rall, siphoning her flesh and blood as they did to the Strike Witches. The Commander quickly shrunk in size, became disfigured, and turned into a large ball of flesh inside her green uniform. More and more of her witch meat were pumped up through the Gremlins' tails, and into their bellies.

Georgette and Kanno tried to escape, but were both wrapped up by Cell's tail as well. "Noooo! Stop!" Georgette shrieked. Kanno however, was left in despair. Her face grew pale as she knew what would soon happen to them.

Krupinski felt the pain and pleasure mixing together as Cell raped her next. She tried to suppress her familiar from ascending, knowing full well what Cell was trying to do. "No...don't give in..." she pleaded, but her familiar didn't have the strength to resist.

Cell kept smashing Waltrud's warm, pink pussy in a smooth rhythm to help draw out her power. Still leaning over her, Cell whispered, "Now bark like a dog for me!"

Unable to hold back her canine familiar any longer, the animalistic side in her gave in and shouted, "Woof! Woof!" Her familiar grew as well, prompting an orgasm to slowly build up, until finally...

"AAAAHHHHHHHHH!"

Waltrud also began to spray her femcum all over, as her familiar doubled in size. Cell pulled out, and probed his member around Waltrud's dirty anus as well. Her familiar tried swiping it away with its tail, but Cell grabbed it and said, "Don't fight it!" Cell pushed inside her ass and gave yet another witch a rimjob.

As the green monster smashed Waltrud's ass, he opened up his tail and lowered it over the witch's head. He began to absorb her while ass-raping her, both his tail and dick hungry for her body. She slowly rose up inside the tail's cylinder, but before she went any higher, he blasted his cum up her asshole as well, and let it sit inside for a minute before pulling out.

Krupinski finally became swallowed whole, with her body sliding up the tube. She was quickly absorbed into Cell, as he instantly summoned her familiar.

Hikari, Kanno, and Georgette all looked on in horror. Cell approached the three of them and asked, "So...which one of you girls is next?"