"You think Brian is gonna be okay?" Lilly asked.
"Not sure but we can't worry about that now, I'll be preparing some traps and backup while you go that way." Victoria tells her.
"Heh you better hurry with your preparation or else I'll be having all the fun to myself."
They split up and Lilly made her way into a room with two guards.
"Shoot her!" One of them yelled as they waste no time trying to kill her.
She dodges the bullets and hid behind a crate for cover then pours a stream of acid over the cover and onto the guards.
"Aggghh!" They screamed as they start melting and dying.
"Hahahah too easy!"
Lilly noticed a presence behind her. She turns and sees Jill.
"Oh...I suppose this means you defeated Brian." Lilly said.
"Yeah I did and you're next if you don't surrender and turn yourself over." Jill warns her.
"...Okay I'll turn myself over...just kidding!" Lilly laughs and opens her mouth to spray a stream of acid towards her.
Jill avoids it and shoots her with a small tranquilizer dart from her wristband.
"What?!" Lilly said in surprise.
"Sorry but I have to stop your remaining friend too so I can't waste too much time with you, besides I might need one of you alive for interrogation later."
"You...bitch..." Lilly said before falling to the floor.
Jill turns around and starts walking away but noticed movements and sounds behind her. She quickly duck and avoid a stream of acid that was aiming for her head.
"Ahhh so close in catching you off guard." Lilly said.
"What? My tranquilizer didn't work on you?" Jill said in surprise.
"Hehehe guess you don't know my abilities, I can alter my body to produce different kinds of chemicals which also allows me to be immune to all sorts of invading chemicals, drugs, toxins you name it as I could just alter and change them while they are in my body. I mostly use my enhanced sulfuric acid to kill my enemies but I do switch it up once in awhile."
"Interesting but I'm afraid I don't really have time to hear all the details about you so I'll ask again do you surrender or do I have to kill you?"
"Hahaha you think you could take me bitch?!" Lilly laughs and sprays another stream of acid at her.
Jill dodges it and shoots the B.O.W with her rifle creating a large hole through Lilly's chest.
"Gah!" Lilly struggles to stand before falling to her knees.
"Time to finish this." Jill said and blew Lilly's head up with another shot.
Jill blows the smoke from her rifle and walks out of the room. Once she was back in the hall. She noticed something coming towards her very fast from behind. She turns around and sees a mass of liquid about to consume her. Jill barely had time to jump out of the way as she rolls to the floor while losing her rifle to the mass of liquid. The liquid starts forming up and turns back into Lilly but with a bigger and slimy body this time.
"Still alive you monster?!" Jill said.
"You really are as good as they say, you managed to evade a surprise attack from behind twice, thought I could get a quick easy win over you if I just play dead whenever you thought you killed me then I'll do a sneak attack on you when you're not looking but that clearly didn't work and you also managed to force me into revealing my true B.O.W form, something I wanted to avoid."
"So we both wanted to have a easy and quick win over each other but it seems that didn't happen for either of us, still I'll say I did more to you than you did to me." Jill replied.
"Hahaha yeah right more like you used up all your tricks while you still don't know all my abilities." Lilly laughs and sprays another stream towards Jill.
"I noticed you have a delay every time you spray those acid out from your mouth." Jill said as she rushes towards Lilly with her combat knife.
Lilly's two nipples splits out their own form of acid onto Jill's suit surprising her.
"Shit" Jill said as she looks at her suit melting away.
"Hehe my mouth isn't the only place where I could shoot acid you know but luckily for you, my nipple acid won't melt flesh but inorganic materials like your suit."
Jill continues to watch in horror as her entire suit dissolves into nothing.
Lilly moves forward and punches Jill while she's distracted sending her to the floor.
"Ha finally got a hit on you, I guess having your lustful body exposed like that would make even a powerful super soldier like you get embarrassed enough to be totally defenseless."
"Fuck you monster!" Jill yells and gets back up.
Lilly laughs and and tries kicking Jill this time but the Super Soldier regains her focus and blocks Lilly's kick with her arm then counters with her own kick which sends the B.O.W flying back.
"Not bad, you proving to be quite a formidable opponent. I think I'll play with you before I finish you off." Lilly said.
The B.O.W turns herself into her liquid form again and morphs into a new shape. Her torso and legs are now fused into a long stretched out snake like body with long loose arms while her head reminds human like. Lilly quickly wraps herself around Jill's body,
"So you can also turn yourself into a rubber like body." Jill said.
"Hehe neat right, I could do a lot of things and now that I finally got you trapped and secured, I think I'll play with you a bit first.
Lilly licks Jill's neck and kisses her on the cheek.
"What are you doing?" Jill asked nervously.
"Hehe I'm having fun."
Lilly moves one of her arms on the soldier's crotch and rubs her slit surprising her.
"Hey! Stop!" The Super Soldier demanded.
The B.O.W ignored her and kept on moving her fingers up and down Jill's slit. Jill blushes a little and struggles to break free but Lilly made sure that she wouldn't be able to escape. Jill's snatch was a little moist now and Lilly slip her fingers inside causing the super soldier to let out a soft groan.
"Stop it you monster!" Jill demanded again.
Lilly moves her head close to Jill.
"Are you sure you want me to stop...cause your body doesn't seem to be agreeing with you hehe." Lilly whispers into Jill's ear.
Jill blushes and let out a soft moan as her pussy starts getting wet from the fingering creating soft wet sounds.
"Sto..stop it!" Jill cries out.
Jill let out another moan and starts breathing heavier.
"One of the B.S.A.A's ultimate weapon, a super soldier. but the truth is you're just another whore ahhaa." The B.O.W laughs.
"You...won't get away with ohhhh!" Jill's speech gets interrupted by the more aggressive fingering.
Jill blushes and breathes more heavier as her snatch becomes soaking wet now creating a louder wet squishy sound with some already dripping to the floor. Jill moans loudly and opens her mouth more. Lilly took this chance and starts tonguing and kissing her.
"This..this is bad, if she keeps this up..I'll..." Jill though as she tries her hardest to not get consumed by the lustful attack.
Jill let out another moan and came hard after a few more seconds.
"Hehehe I knew you like that but I'm gonna play with you some more before I kill you." Lilly said as she moves her mouth away from Jill.
Lilly takes her soaked fingers out of Jill's drenched snatch and puts it in her mouth tasting the super soldier's lustful fluids. The B.O.W then shoves a finger up Jill's anus causing her to let out a sudden grunt.
"Stop...leave my ass alone!" Jill demanded.
"Another lie from you as your asshole was turned on from the pleasuring I gave you before."
Lilly finger fucks Jill's anus faster and more aggressive causing Jill to let out a painful and sexual groan.
"Another thing I forgot to tell you is I could sense the chemical reaction from other beings I touched and I know your body is reacting wonderfully to these pleasuring attacks, it wants it hehe. You're not a super soldier, you're just a super slut!" Lilly laughs at the humiliated soldier.
"Damn you..." Jill spoke softly.
"I wouldn't want to forget about your erect nipples either." The B.O.W said and moves to suck on them.
Jill moans loudly from Lilly's aggressive sucking. Even though Jill can't concentrate fully in her turned on situation. She still noticed Lilly's grip getting a little loose as the B.O.W is getting too distracted with pleasuring her. Jill takes this chance and knees Lilly in the face stunning her a bit just enough for Jill to break free from her grip.
"Nice get away plan, a shame really I wanted to have more fun with you but I guess it's about time I kill you."
The B.O.W opens her mouth to spray Jill with acid again but Jill quickly went into a room to avoid it. Jill looks around and sees something that would prove useful right now.
"So the super soldier is trying to run away I see, such a shame that you can't even run away right as you trapped yourself in this room." Lilly said as she enters the room.
"Who said I was running away? I was merely luring you into a trap." Jill replied and smiles.
"Hahaha you must be bluffing, trying to sound as brave and cool as possible before you die eh." The B.O.W said.
"It's no bluff, I noticed you said your main acid was sulfuric acid so I wondered what's going to happen if all that generated sulfuric acid in your body was mixed with spring."
"No!" Lilly said as she realize what might happen.
Jill rushes towards her and punches the B.O.W in the stomach causing her mouth to open as she let out a painful grunt. Jill quickly shoves a bottle of spring in her mouth and pushes her down to the floor. Lilly starts choking on the floor as the spring is mixing with the acid in her body. Jill rushes out as Lilly blows up, destroying the entire room in the process.
"Two down, one more to go...shit I don't have any cloths on me and my weapons are gone except for my combat knife." She said while picking up her knife.
"No time to waste on finding cloths, I have to get to the last B.O.W fast!"
In another part of the base, multiple guards began firing at dozens upon dozens of spiders with some guards bitten to death already by their poisonous bites.
"Hold the line don't let them through!" One of the remaining guards yelled as they all continued to guard the entrance to the inner research lab.
In the inner research lab. The Commanding Officer, Lex, Kate and two big muscular guards opens up the the vault containing the secret specimen pod. Lex then gave the order for the two guards to carry the pod out. The pod containing the specimen measures around six feet long and weren't too heavy.
"So this is the special specimen I heard so much about, it doesn't look that big, I wonder what the specimen looks like" Kate said with excitement.
"Yeah this is it consider yourself lucky babe, you finally get to see this thing I've been telling you about." The Commanding Officer said.
"...But Shawn, I don't want to just see it, I want to steal it." Kate replied.
"Ha ha funny joke Kate." Shawn laughs.
"Heh I'm not joking." Kate replied and quickly shoots both of the guards dead forcing the pod to be dropped.
"What the?!" Shawn said in surprise.
Lex waste no time to do a counter attack, shooting Kate a few times with his pistol which sends her to the floor.
"What the fuck is happening?!" Shawn yelled in confusion.
"Your so called girlfriend is a spy, she's one of them that's what's happening, now stay back cause I got a feeling she's still alive.
"Hahahhaaha you guessed right." Kate laughs while getting back up.
Kate takes off her glasses and removes her ponytail holder allowing her hair to drop down. She then starts transforming turning into a beautiful seven feet tall B.O.W which ripped apart her cloths and shoes in the process. Her new form has golden skin with her hair also being golden but in a darker tone. Her body became a bit more toned up. Overall she still looks very humanoid.
"Let's play boys." Kate taunts them.
"Not today." Lex said and threw a flash grenade at her blinding her for a few seconds.
"Run!" Lex tells Shawn as they both escape through a secret exit.
Almost all the guards defending the inner lab entrance are dead, all except for two.
"We lost ten of our comrades but at least we managed to stop the attack." One of them said.
"Yeah we sure did." He said as they both looked at the dozens of dead spiders scattered in the hallway.
Suddenly the ceiling breaks as two long arms with huge claws grabs one of the surviving guard and lifts him up into the ceiling devouring him.
"Oh my god!" The last surviving guard panics and shoots the ceiling with his last remaining clip.
The ceiling then breaks as Victoria's B.O.W form lands on the floor. She began much bigger with her lower body being that of a spider while her upper body remains human like except for her two long arms with razor sharp claws and her four red eyes and the bunch of sharp teeth in her mouth.
"Monster!" The guard yells as he tries running for his life but found out some of the hallway were blocked with webs.
"No!" He said one last time before being impaled from behind by Victoria's claw.
Victoria heads inside the inner lab and sees Kate already carrying the pod. Victoria then shoots out more webs covering the lab entrance.
"I sealed off all the hallways with my web so their reinforcements would be slowed down..
"Is Jill still alive?" Kate asked.
"Not sure but it matters not, we got what we came for, You said there's a backdoor out of here right?." Victoria said.
"Yeah the elevator in this lab would take us out." Kate replied.
Both of them noticed the web wall in the lab entrance getting sliced opened with Jill entering right after.
"Another B.O.W? It matters not both of you stop what you're doing!" Jill said.
"Hahaha you're all naked. " Kate laughs at Jill.
"...And you're naked yourself so what's your point?" Jill replied.
"Oh that's right..." Kate replied.
"Enough what have you done with Brian and Lilly?!" Victoria asked.
"I killed them of course and you two would be next if you don't surrender so your call." Jill offered them a chance.
"You monster! Lilly was still a teen!" Victoria yells.
"Teen, elderly, middle age, young adults it matters not cause she was a B.O.W and would be treated as such and from the way she acted, it seems she made the choice to become a B.O.W in the first place. Jill replied.
"How so ignorant of you to treat us as monsters rather than a evolution to mankind." The Spider woman yells as she jumps towards Jill.
The super soldier dodged it but is then kicked on the side by Kate sending her flying against the wall. Victoria then shoots out a long rope like web and grabs Jill's leg then pulls and swings Jill around the lab.
"Gah!" Jill grunts in pain as her body slams into multiple lab equipment.
"We need to get on the elevator now Victoria." Kate said.
Victoria sends out more webs to cover and trap Jill and then transforms back into her human form and quickly went in the elevator with Kate and the pod. Jill cuts the web apart but it was too late as the elevator was already starting to move.
"Next time we meet, I'll be sure to play around a bit more with you hehe." Victoria said and laughs.
"You just got yourself a powerful enemy today, our Mistress will hear of your involvement with this haaha." Kaye laughs as the elevator starts going up.
Jill watches helplessly as the two escapes.