Cell had flown back to the Strike Witches' base after absorbing Minna with his stinger tail. "Three witches down, eight more to gobble up!" He said upon landing in their hangar.

He looked around for the other girls, but nobody seemed to be anywhere as the place seemed deserted. With his tail whipping back and forth at the excitement of absorbing more witches, Cell was eager to find out who would be his next prey.

Without warning, a loud gunshot cracked through the air, prompting Cell to raise his witch's shields he acquired after absorbing Perrine. The cat ears and tail poked out as well, and Cell immediately saw the smoke from the barrel of the rifle that fired at him.

With a big grin on his face, Cell flew over to the launch pads where Lynette was hiding. "GAAAAHHHH!" she cried, and stumbled to the ground in panic, before crawling desperately away.

"And just where do you think YOU'RE going?" Cell asked. "That's a naughty little girl, trying to blow my head off!"

Shirley burst out from hiding, and fired several rounds in Cell's direction. "Over here, monster!"

Once again, Cell's shields protected him from the gunfire. He turned around, and darted back towards Shirley.

Zipping to her with incredible speed, Cell planted his hand on her stomach and said, "Don't attack me when I'm trying to eat, bitch!"

A bright glow started resonating on Shirley's abdomen. She tried to make a run for it, but Cell had already charged up his energy beam. And with one forceful command, Cell blasted a gaping hole right through Shirley's stomach.

"AAAAAAAAHHHHHHH!" Shirley's screams were music to Cell's ears. He continued to smile devilishly as his attack powered down, causing Shirley to fall on her back and dropping her rifle with a loud clang as it hit the cement.

"I hope you enjoy this, because you'll never feel anything ever again!" Cell ripped the dying witch's uniform and undergarments off, before pulling her panties down to her feet, stripping her completely naked. Her massive breasts jiggled upon losing her shirt, making Cell even hungrier for her body.

The sight of Shirley's naked body twitching on the floor gave Cell a giant erection, and he quickly shoved his member deep inside her vagina.

He started humping the Liberion witch to his delight missionary style, and pinning her feet to his face, smelling and licking her toes. Cell grabbed her breasts, and squeezed them so tightly that her nipples protruded out as if he were squeezing a balloon.

As his load started to build up, Cell ignored Lynette and the other girls who were hiding as they scampered inside the base. "Hmph. Not much of an ambush."

Cell pulled out and flipped the witch on her stomach, or what was left of it, as an intestine started to fall out. He bent over her, grabbed her by the hair, pulled her up, and thrust his hardened dick through the back of her skull.

"RAAAAAAAHHHHHHH!" Cell roared at the pleasure as he began fucking Shirley's brains, humping her for several more minutes.

"You make for some excellent fuckmeat! Maybe I should do this to some of the Strike Witches as well!" Cell whipped his tail in delight again, before probing it between Shirley's butt cheeks, and thrusting it up her anus.

As Cell continued to fuck Shirley's brain, his tail started melting the witch and pumping her meat out through her asshole, through his tail, and into his back. "I'll make every last witch shit herself out!"

Shirley's body started to shrivel up as more and more of her meat was siphoned out of her body. Eventually, the feeling of the dead witch's flesh and blood being pumped inside his back caused him to overflow with pleasure. He humped her brain harder and faster, until he finally built up enough semen to shoot inside her skull.

"Grrrr...RAAAAAAAAHHHHHHH!" Cell once again screamed in euphoria, as he froze and pressed his hips against the back of Shirley's head. Loads of his semen pumped profusely inside Shirley's skull, and Cell continued to stay still as he let every last bit of cum pump out.

Cell began to stroke Shirley's orange hair through his fingers as he waited for dick to shoot out the last drops. "Don't worry, bitch. You'll be more than just my fuckmeat. Soon I'll gobble up the rest of you with my tail, and your nutrients will provide me with plenty of energy!"

Gradually, Shirley melted into a giant sack of meat, as Cell pulled out once her brain was drained out through her neck.

Cell lapped up the rest of Shirley, and looked at the entrance to the Strike Witches base. "I'll bet more delicious young girls with plenty of magic for me to take are trembling in fear!" After licking his chops, he added, "I'm gonna rape you bitches and fuck you for all you're worth, before absorbing you all into my body!"