First Perrine was raped and absorbed, then Mio was blasted into oblivion and fucked up the ass. Minna was raped and melted into Cell's tail, and after that, Shirley was skull-fucked and melted through her asshole as well.

Cell only became more energetic after each Strike Witch he destroyed and raped. The remaining girls scattered into their base, hoping the green monster wouldn't find them.

The oldest remaining witch was Gertrud Barkhorn, but despite her tough reputation, she was shivering in her boots at the thought of what might happen to her. She was hiding in her room with Erica, who was so scared that she was about to soil herself.

"Hey Trude, I need to use the bathroom..."

"Now of all times?!" Barkhorn snapped. "That thing wants to kill us all, and you have to relieve yourself?"

"I can't help it!"

"Fine, just go now already and don't get caught! We've already lost four witches, and it'll be more than that if we don't figure out something soon!"

Erica nodded and started pressing her crotch to hold everything in. She burst out of their room, looking for the nearest bathroom.

Aa soon as she vanished, Trude closed the door shut. But as she turned around, Cell stood right in the middle of the room, seemingly appearing out of nowhere. "No way, how did you get in here?!" she demanded.

Cell cackled as he approached his next meal. "I'm much faster than you ladies think," he began licking his chops and waving his stinger tail in the air. "Get ready bitch, I'm going to turn you into mincemeat!"

"Like hell I'll let THAT happen!" Barkhorn summoned her familiar, and began using her magic to give herself an immense boost to her strength. A magical aura began to glow around her, before she raised a fist in the air and charged at Cell.

"This one's for Minna! AAAAAHHHHHHH!"

Cell took a shot straight to his gut. "Mmph!"

Trude grinned after hearing her attacking inflicting some pain unto Cell. But that smile quickly faded once he grabbed her outstretched arm and spun her around.

"ARROGANT BITCH!" Cell grabbed both of Trude's familiar ears and lowered her head to his crotch. His dick grew once more into a strong erection, as he pressed his glans to the back of Trude's skull. "THIS IS THE END OF THE STRIKE WITCHES!"

"No, please don't!" Barkhorn cried into a frenzy.

Without replying, Cell thrust his dick into another witch's brain. Still clenching both her dog ears to keep a firm grip, Cell began humping Gertrud Barkhorn's skull, and penetrating her brain.

Cell formed a twisted smile as he watched Barkhorn's twin-tails bouncing against crotch as he kept fucking Trude's brain relentlessly.

"Ughhh...how dare you...do this...to a soldier of Karlsland..." Trude muttered helplessly, as she endured the squishy feeling of her head's insides being violated.

"Nobody's gonna miss you and you're rotten attitude!" Cell claimed as he enjoyed her misery. His tail creeped up between Trude's thighs, and began slipping inside her panties.

Soon, Trude felt her privates being rubbed by a slimy figure. Before long, Cell jammed his tail up Barkhorn's vagina, and began melting her as well.

"How delicious!" Cell laughed, as her flesh, blood and reproductive organs started pumping out her body, into Cell's tail, and through his back.

"Mmmmmmm...WITCHMEAT!" shouted Cell, as the speed of his humping increased. Still gripping Trude's dog ears as he fucked her brain from behind, his load started to build, until it finally reached the tipping point.

Cell quickly pulled out, then pressed the tip of his penis to the back of her neck, still holding on to her familiar's ears. He could feel her hair wildly brushing up against his shaft, and that very sensation was what made Cell reach his climax, but not before thrusting his large penis through the back of her neck, and poking it out through her mouth.

"RAAAAAAHHHHHHHH!" Cell screamed in euphoria, as loads of his semen began pumping out his dick and spilling into Trude's mouth. The witch's arms fell to her sides as she finally succumbed to her mortal wounds.

Meanwhile, Cell was still gripping her ears, and pinning her head against his abdomen while joyfully watching his semen filling Trude's mouth. He slowly caressed his thumbs in Trude's hair like he did with Shirley, fawning over the witch's dead body.

As the last drops pumped into her mouth, Cell pulled out and let go of the witch, leaving her plopping to the ground, falling on her side. He pulled his tail out of her vagina, and stuck it up her anus, continuing to drain Barkhorn's insides.

Quickly, the dead Strike Witch turned into a pile of meat before she was completely sucked inside his tail and absorbed into his back. All that remained was Barkhorn's gray uniform, boots, white underwear and shirts laying on the floor.

In the bathroom stall, Erica finally did her business and flushed the toilet. After coming out however, she was greeted by Cell's twisted smile.

"No! Stop!" Erica cried, but Cell grabbed her head, and jammed his large erection through Erica's left eyeball. "GAAAAHHHH!"

Cell fucked the witch through her eye-socket, fucking her brain as well, and began using his tail to drain another witch through her privates.

"Hahahaha, there are even more of you girls for me to fuck! It's a feeding frenzy for me!"

Cell continued to rape and torture Erica to death; it would not be long before, Francesca, Sanya, Eila, Lynne and Yoshika all became Cell's victims as well.