"Wait Mistress Lilith! I...I may have plotted for a promotion but I am still completely loyal to you. If anything this should show you that I'm willing to rise up as quickly as possible in order to better serve you my mistress." Rachel said.

"Hmmm I do admire your ambition and cleverness...but that still doesn't justified your actions Rachel." Lilith replies.

"The super soldier Jill..I am familiar with her so I'll have a easier time fighting her, you'll need me." Rachel said, continuing to try talking her way out of the situation.

"Being familiar with how the enemy works certainty helps...but even without including me, there are still many extremely powerful bio organic weapons in the audiences. Many which are far more powerful than you and could easily kill Jill even without being familiar with her." Lilith said.

"Mistress Lilith, I don't mean I could do a better job at killing Jill than the stronger ones here. But why waste one of the stronger more elite B.O.W's time on Jill when a lowly B.O.W such as myself could already be enough to kill her." Rachel replied.

"Well said Rachel...you do bring up some good points, I can tell you're a clever girl being able to keep your cool and talk yourself out of trouble even in such a bad situation. Had you merely begged me for mercy, I would had killed you without hesitation. So for that you may be able to redeem yourself somewhat...after another test." Lilith tells her.

"Thank you my Mistress, and I'll welcome anything if it means I can get back on your good side." Rachel replied.

"You will fight one of the B.O.W in the audiences and show me just how good your combat skills are when your life is threaten, don't worry It won't be one of the Higher Demons, just a normal one." Lilith said.

"I'll be the one to test her!" One of the B.O.W comes forward.

"Rachel...if you can survive against her than you get to live." Lilith tells her.

The B.O.W is a tall slender pale lady with black hair covering most of her face and a few organic bubbles attached to her body. Rachel mutates into her Ooze form as she brace herself. The pale lady's bubbles on her body burst open and a few parasitic creatures comes out and attach themselves to Rachel causing her to grunt in pain.

"Hahahaha, I already won, once my creatures attached themselves to you. Your entire body and mind are under my complete control. Now I'm going to enjoy such a quick and easy victory." The B.O.W laughs and opens her mouth revealing a set of sharp teeth as she walks towards Rachel.

Suddenly the parasitic creatures attached to Rachel all made a low painful shrieking sound before dropping dead to the floor.

"Wha..what?!" The now surprised B.O.W said.

"Hehehe did you really thought you'll be able to control me with your pathetic little creatures." Rachel smiles.

Rachel then quickly dashes forward and pierce through the B.O.W's body with her claw.

"Impossible..." The B.O.W said before dropping dead to the floor.

"Impressive you're not only strong but also able to resist against parasitic attacks...very well I will let you live." Lilith said.

"Thank you my Mistress." Rachel replied.

"That wasn't even a combat type B.O.W she defeated, let me take a shot at her and you'll see just how weak she really is!" Another B.O.W in the audience yells.

"Enough! I gave her a test and she passed it, letting any more of you fight her would be less than fair to her...however Rachel you're still on short lease so you are to serve and obey the rest of the Demons of Lilith for now. " Lilith replied.

"Wait what? Me? A servant?" Rachel said.

"Yes you may have impressed me but only enough that you get to live...as you know me and Angelica are the two leaders of this entire organization. Then comes the upper class of B.O.W which are the Greater Demons. After them are the Demons which makes up the majority of our members. And finally the servant rank which includes monsters like Hunters, Plagas, and other lower B.O.W creatures..now that includes you too. Any problems with that?" Lilith tells her.

"No...No problem at all." Rachel replies.

"Good...now everyone that's gathered here today, feel free to walk around the place and socialize with each other...but only for a few hours because of something I'll discuss with you all later." Lilith said.

"Mistress Lilith I have a question, does this mean I'm consider one of the Greater Demons since you said I was promoted?" Maria asks.

"Heh..no my dear, you are far from a Greater Demon. I merely promoted you from a newcomer to a regular Demon. Prove yourself and become far more powerful in the future and you might become one of the Greater Demons." Lilith said.

"I understand Mistress." Maria replied.

"Ha you bitch, thought you could gain such a high rank just like that!" Rachel laughs at Maria.

"Be quiet Rachel, you are a servant so you are to behave." Lilith warns her.

"Yes Mistress, sorry about that." Rachel replied.

Everyone starts leaving the large auditorium from different exits as they roam and hang out around the base. Some began socializing with one another while others keep to themselves.

"Where the heck is Maria?!" Rachel thought to herself as she lost sight of her in the crowd.

Suddenly a B.O.W tapped Rachel on her shoulder causing her to turn around and see a young blonde woman with long hair in her twenties.

"Don't worry I'm not here to order you around, name's Sarah, nice to meet you." She said and smiles at her.

"...Nice to meet you too, name's Rachel," Rachel replies and turns back to her human form to shake Sarah's hand.

"That was a close call huh...thought you were going to get killed before." Sarah said.

"Yeah that was...but what can I say, I'm a smooth talker haha." Rachel laughed.

Sarah lands a powerful knee on Rachel's stomach causing her to let out a painful grunt and kneel on the ground.

"That was for the other Demons of Lilith you betrayed on the mission, some of them were my friend you bitch!" Sarah yells and spits on Rachel before walking away.

"...That bitch...and here I thought I was able to find a friend." Rachel thought as she let out a few more coughs before recovering.

A few B.O.W nearby laughs at her but Rachel ignores them and walks away.

"This place is like a maze...I'll never be able to find that bitch Maria." Rachel thought.

She walked through one of the hallways eventually leading into a large room with a few vending machines and some human flesh.

"Some B.O.W loves to devour humans but I'm surprised there's a vending machine all the way down here." Rachel thought.

A group of B.O.W walks in and Rachel made way for them as she doesn't want to get on their bad side. They were all in human form and appears to be gang members from what they're wearing.

"Hahaha fuck yeah human meat!" One of them said and starts devouring the human remains on the table.

"Hey you're that Rachel chick that almost got killed by Lilith. Come do me a favor like give me a blowjob would ya?." One of them asks her.

"No thanks!" She replies.

"What do you mean, you're a servant so you do as we say." Another one of them said.

They were interrupted when two new B.O.W came into the room. One had long black hair and appears to be in her late teens while the other one had short black hair and appears to be in her mid teens. Both were wearing school uniforms. The one with the shorter hair appears to be very shy and nervous as she walks into the room and went to the vending machine.

"Disgusting..." The long haired whispered as she sees one of the B.O.W eating human remains.

"Oh ho ho what is this, two teenage girls huh." One of them chuckles.

The two girls ignores them and the short haired girl proceeds to put some cash into the machine. One of the male B.O.W extends his tongue and slips it into the girl's skirt rubbing her flesh.

"Ahhhhhhhhh!" The girl with the short hair screamed in fear and tightly hugs the girl with the long hair.

"What the fuck are you trying to do to my younger sister!?" The long haired girl yells at them.

"Hey we just wanna have some fun and besides I'm surprised your sister is still so shy, I thought becoming a B.O.W will remove all those weak emotions." One of the guys replied.

"Don't think every one of us B.O.W are scumbags like you! Now I suggest you all go or I'm going to have to force you all to." The older sister warns them.

"Hehehehe you demanding us to leave?! Guess you don't know who we are bitch. We're members of the Skull Crusher gang, even as humans before. We robbed, raped, and murdered many along the country side. And now as B.O.W monsters we can do much more, whatever we want! Such as making B.O.W sluts like you and your sister our bitches!" He yells.

The group of guys all mutates and turns into reptile like humanoids, surrounding the two teenagers.

"This is interesting." Rachel whispers to herself as she watches from the corner of the room.

"We're going to gang rape the fuck out of both of you!" One of them laughs.

"The fact that they're still in their human forms means they aren't fighting back and already accepted defeat hehe!" Another one laughs.

The short haired girl starts panicking and hugs her sister tightly.

"Don't worry Cibo, I'll take care of them." The older sister said.

"Be careful Mari." Cibo warns her.

"I don't need to be against these losers." Mari smiles back at her.

One of the B.O.W charges forward but gets sliced in half in a blink of a eye, killing him instantly.

"What?!" The other four said in surprise.

Mari shows them one of her arm which has been morphed into a blade like shape.

"You killed him! You bitch!" Another one of them yells.

"If you guys don't get the fuck out of here now than you'll all join him, although I wouldn't mind." Mari warns them.

"We'll kill you! You won't be able to attack us all if we rush you at the same time!" One of them yells.

"Heh maybe I should get a little serious." Mari smirks.

"Mari don't." Cibo begs her sister to stop.

"Don't get in the way." Mari tells her.

All four of them runs towards her at the same time. Mari smiles and sliced in front of them at supernatural speed. They all stopped out of fear and looked confused before a few more seconds goes by and they finally realized they are dead as pieces of their body drops to the floor. Mari morphs her arm back into human shape.

"Mari you didn't have to kill them!" Cibo said.

"They were going to hurt you sister, and besides I warned them and they didn't listen." Mari replies.

"Won't Lilith be upset that you murdered five Demon member?" Cibo asks.

"Don't worry I doubt Lilith cares that much about some useless low lives...and I got a feeling she wants some of the weaker B.O.W gone anyway." Mari replied.

"That's some amazingly fast cutting speed you got there, how were you able to cut them without touching them?" Rachel said while clapping her hands.

"I did touch them, my bladed flesh extends itself as I move my arm. It's just too fast for humans and normal B.O.W to see it. " Mari tells her.

"I see both of you are pretty civilized and even showed disgust when you witness one of them eating human flesh on the side." Rachel said.

"You should know not all B.O.W thinks and view things the same way just like how humans are, me and my sister aren't savages like some of the other B.O.W here." Mari replies.

"Heh I know enough to know that every B.O.W has a dark side whether they simply want to kill people, eat other people, a urge to harm people, being very perverted, being unstable, being crazy, you name it so don't pretend like you don't have any flaws Mari." Rachel said.

"...No I don't, me and my sister don't so don't compare us to the likes of you and many others here." Mari replies.

"Sure...but anyway let's talk about something more friendly. How did you and your sister became Bio Weapons?" Rachel asked.

"Not something I'll want to discuss with you, come on Cibo let's leave this room." Mari said.

"Wow she was friendly..." Rachel spoke to herself sarcastically.

Rachel walked out of the room too and went down a different path. As she goes through the countless rooms and hallways, she could see some dead B.O.W along the way.

"Hmmm there seems to be a lot of infighting among the B.O.W. There were hundreds of Bio Weapons in the audience before. All with their own way of thinking and standards. Lilith has to know that infighting would happen with so many B.O.W in one place." Rachel thought.

Cheers can be heard nearby in another large room and Rachel quickly goes and check. She sees a large dead B.O.W on the floor with it's body mostly destroyed. Standing next to him is a very tall young woman holding a large battle axe. She stands at around seven feet tall with long ashen hair and has a toned up tanned body. She's barely wearing anything with only a short upper breast plate covering her boobs and a thin metal thong that covers her pussy.

"That was a good kill Elijah!" One of the B.O.W on the side congratulates her.

"That's our sexy warrior babe we all know and love!" Another one cheers for her.

"Please let me be your partner Elijah, you can crush me with those long sexy strong legs of yours!" Another one yells..

"Shut up you fools! I don't need any partner, fans, or help! Now if nobody else wants to challenge me than I'll continue looking around the base." Elijah yells and lifts her long battle axe up with one hand casually.

"Impressive...that long battle axe is longer than her and it seems very heavy yet she can lift it without any effort." Rachel thought to herself.

"Hold it right there Elijah! I...the great Barbara shall challenge you!" The new challenger said as she walks into the room.

Barbara stands at around eight feet tall and has a very muscular body. She wore a tank top and towers over Elijah as she walks up to her.

"Holy shit that's Big Barbara, I heard there's no other female B.O.W as strong as her." One of the B.O.W on the side said.

"I have heard about you Elijah! The B.O.W that dress up as a slutty looking warrior thinking she's some sexy warrior. Well I'm here to crush you and show you what a real strong woman is like bitch! The puny muscles you got there are nothing compared to the true big muscles I have!" Barbara threatens her.

"...You got way too much muscle Barbara, to the point where you don't even look feminine anymore." One of the B.O.W on the side said.

Barbara quickly grabs and crushed the B.O.W's head with her hand in a instant. The other B.O.W panic and stood quiet.

"See this Elijah? This is what real strength looks like, not some pretend pretty warrior slut like yourself!" Barbara said.

"I will fight you without my weapon." Elijah replied as she drops her battle axe to the floor which creates a loud sound letting everyone know just how heavy it was.

"Hahaha foolish young girl you think you can actually beat me without your weapon when that's the only chance you got?! You stupid bitch, I'll make you regret that!" Barbara laughs.

The bigger woman charges forward with each step shaking the ground. Elijah casually dodges her tackle and kicks her on the side sending her rolling on the ground.

"What?! That was a lucky kick that's all!" Barbara yells as she gets back up and charges towards her again.

The bigger woman charges at her again, this time swinging her fist as she tries to punch the smaller woman. Elijah casually dodges all her punches before jumping up in the air and kicks Barbara in the face causing her to stumble backwards. Elijah dash forward and lands a hard straight kick and sends Barbara crashing through the wall.

Rachel as well as the other B.O.W watching were all surprised at how tough Elijah is. Barbara gets up and comes back to the room through the broken wall.

"How the fuck are you so strong?!" She yells.

"Two reasons you big steroid looking bitch, one because I use my strength and speed to it's full potential while you're all muscle and slow...and two I'm just a better B.O.W than you in every way." Elijah smiles at her.

"I...I refuse to believe this! I refuse to believe a female that's prettier than me can also best me in combat! I will use my full B.O.W form just to kill you!" Barbara screams.

Her skin starts turning grayish and her muscle mass becomes even greater. Her eyes turns red and her voice becomes inhuman as she roars and charges at Elijah one last time. Elijah smiles and charges forward herself too surprising Barbara. She lands a quick and powerful strike through Barbara's chest and rips her heart out. The bigger woman let out a painful gasp as she's now in shock and surprise. Elijah crushes Barbara's heart and the B.O.W falls dead to the floor. The other B.O.W cheers at her victory once again.

"That was very impressive, didn't know you were that powerful even without your big weapon there." Rachel said.

"A warrior has to be trained in all forms of combat including hand to hand fighting in case one loses the weapon" Elijah replied.

"Well said." Rachel agrees.

Elijah picks up her battle axe and walks out of the room.

"Hey you mind if I follow you for a bit? I'll feel a lot safer." Rachel asks as she follows her out.

"Yes I do mind, I don't need some weak B.O.W following me around like a sidekick or lapdog now get lost." She tells her.

"Wow fine by like that." Rachel said as she watches Elijah walk away.

Rachel heads towards a different direction, eventually getting lost.

"Crap where the hell am I? I don't see any other B.O.W here...still at least I won't have to worry about anyone picking a fight with me here." Rachel thought to herself.

A few footsteps from behind caught Rachel's attention and she turns around and see Sarah and another B.O.W with her.

"Hehe we were following you." Sarah said.

"You! You're that bitch that pretended to be friendly and sucker knee me before!" Rachel said.

"Yeah and I'm not finished with you yet slut, I even bought a friend here to make sure you suffer before you die hehe." Sarah laughs.

"Whose your cute friend here?" Rachel asks, not showing too much concern of the situation.

"My name is Cindy, I don't have any grudges with you Rachel but I do enjoy raping and killing people that don't behave.." Cindy smiles.

Cindy appears to be Caucasian, in her mid to late teens and have short purple hair with curled end. She's wearing a skintight black dress with white around the collar and a red ribbon. Also white thigh-high socks, white panties, and black high heels.

"I hope this victim would give us more fun than the last one we ravaged together." Cindy smirks.

"Oh she will, we'll make sure of it." Sarah smirks.

"So you bought a friend with you because you don't believe you can take me on by yourself huh Sarah?" Rachel said.

"Shut up, I could take you on myself but I wanted to let my friend have some fun too!" Sarah yells.

"Let's see what you got then." Rachel taunts them.

Cindy aims both of her hands at Rachel and began shooting out a bunch of small energy balls that explodes on impact. Rachel starts dodging them while retreating.

"Shit...those small purple bombs aren't strong. Their explosion powers are about as strong as a firecracker but with her being able to shoot that many energy balls at once, it's sure to do some major damage if I stand still." Rachel thought as she kept running.

"Stop running and fight us bitch!" Sarah yells as she and Cindy chases after her.


In the main office of the B.O.W base, Lilith can sense a good amount of Demons being killed due of infighting.

"Through the demon tattoo I gave all my Demons, I sense sixty-four Demons dead already...there was five hundred thirty-three of us during the gathering before so that would leave four hundred and sixty-nine of the Demons left...never mind make that four hundred and sixty-eight, another Demon just died right now hehe" Lilith said.

"It's only been a little more than an hour and already sixty-four of our Demons died because of infighting...pathetic and just as expected." Angelica said.

"Everything is going according to plan...we gather all the Demons together in one place, all from different walks of life, with different morale levels and different views of things. And there's bound to be infighting." Lilith said.

"True every B.O.W is chaotic in nature...they're all monsters in one way or another...except for us of course. Angelica said.

"And that is exactly why this plan is going smoothly, the stronger B.O.W will kill off the weaker ones that were never worthy to serve us in the first place." Lilith replies.

"We should do the announcement after the infighting death count reach somewhere around one hundred." Angelica suggested.

"Yeah we won't have too much time, Lex knows our location and if I have to guess, he'll send a B.S.A.A army to attack this place sometimes during tomorrow." Lilith said.

"With so many powerful B.O.W in our Demon army, they won't stand a chance if they decide to try invading with troops alone." Angelica said.

"That is true but we'll still suffer massive casualties depending on how big of a army they send...and we still need at least a few hundred Demons to carry out our plan to spread the Demon Bombs into as many cities as possible." Lilith said.

"I see, so we'll leave this place before they come and when they finally arrived. All they'll find is a empty base right?." Angelica asks.

"Not too empty, we'll leave a bunch of the lesser B.O.W here to fight them and see what they're made of...everything is going according to plan, Lex will get overconfident thinking we retreated out of fear. Than he'll start sending his troops out all across the world to hunt the Demons, scattering his army and leaving his main base weak. That is when we'll counter attack him, wiping him out once and for all hahahah." Lilith laughs.

"I can't wait for that day, this Lex person thinks he's one step above everyone but in reality, we're actually the ones that's one step above him." Angelica smiles.


"Think I've lost them...that was close." Rachel said to herself as she peaks around the corner and sees nobody.

Rachel looks around deciding which way to go. Suddenly she senses a presence nearby and turns around but sees nobody. She then gets punched and kicked a few times, dropping to the floor.

"What the hell?!" Rachel questions the situation.

"Hehehehe surprised you fucking bitch." Sarah laughs as she comes out of her stealth powers.

"So you can turn invisible huh." Rachel said as she gets back up.

A few purple energy blast blows up against Rachel, ripping her shirt apart and sending her to the floor.

"Got you bitch!" Cindy said as she comes into the scene.

"Hey this isn't fair, getting double teamed like this!" Rachel tells them.

"Too bad cause we're about to continue our double teaming." Cindy smiles.

Cindy pull her panties down revealing a long massive thick cock surprising Rachel.

"What?! This Cindy girl's cock size and shape rivals even mine!" Rachel thought as she both fears and admires the teenager's massive monster cock.

"We're going to have our way with you before killing you slut!" Sarah said as she and Cindy both gets closer to Rachel.