A/N: Bit more of a plot chapter, but enjoy the lewds along the way~

The Mist 2: Rescue Operations

Chapter 19: Cleveland, Montpelier, Denver, Columbia

It was a small mercy that the run back up to the surface was free of monsters.

Cleveland was thankful for that. With Arizona in her arms and Vestal in Montpelier's, their evasive abilities would be hampered greatly, and even though they could still use their riggings their aim would be more rough, since they would have to calculate their shots to ensure they didn't accidentally hit the women in their arms.

Fortunately thanks to the empty tunnel that risk was avoided, and soon Cleveland neared the entrance of the bunker. The fresh air felt wonderful on her face and she idly disabled her search-lights, her boots clanking against the concrete stairs as she rushed up to the surface. The closer she got the more clearly she could hear numerous gunshots and explosions; distant flashes of fire erupting deep in the obscuring mist as people fought against the monster horde. The distant shrieks of monsters made it clear they weren't going down easy.

The four Ship-Girls guarding the entrance weren't spared from the chaos. All around the bunker entrance were dozens upon dozens of dead monster bodies; mostly Lizardmen and Scorpio, with a few Werewolves and Goblins mixed in. Norfolk looked shaken up and was missing part of her hood but otherwise fine, whilst Centaur was worried and looking around cautiously. Maya and Kinu looked better off physically, but both were clearly more exhausted than their Royal Navy allies; both panting from what was undoubtedly a tense fight.

Small mercies they had swords; made it easier for them to fight in the event their riggings were destroyed.

''Hm?'' Kinu noticed her first. ''You're back.''

''Yeah.'' Cleveland smiled tightly. ''How's things up here?''

''Bad.'' Maya answered, not looking back at them – scanning their surroundings instead. ''Monster attacks are becoming more frequent. A few tried to flank us from behind, from the tunnel, but most seem to want to attack us from the sides. Centaur's been having trouble using her planes because of the mist, but she's managed somewhat.''

Centaur nodded, chipping in. ''Mm. I can barely see where I'm flying, and it's hard to drop bombs when half of the monsters are right on top of our friends...''

Cleveland thought for a few seconds. ''Alright. Take Arizona and Vestal and take her back to Akashi; we're heading for the reactor and will regroup later.''

Maya raised a brow, deigning to look back at her. ''That would leave the bunker entrance unguarded. And leave you at risk of being surrounded.''

''We'll be quick.'' Cleveland assured. ''It'll take too long for us to run back while leaving you here; you four just go and we'll head back in and finish up our search.''

Maya contemplated her words for a few moments, before finally nodding. ''Very well. Stay safe.''

''You too.''

Maya gave one final respectful nod before turning on her heel, waving over at Norfolk and Centaur. The two Royal Navy girls hesitantly left their positions and, given the fighting so far, took Arizona and Vestal – leaving Maya and Kinu able to fight with their melee weapons. Cleveland gave the four girls a tight smile and a quick wave, briefly watching the four run off into the mist, following the landmarks to make their way through it.

Only once they were out of sight did Cleveland lower her arm, grimacing as she turned back to her sisters. They gave her similar expressions, and together the four cruisers ran back inside the bunker – their footwear thumping against the hard floor as they made a dash for the reactor room.

It wasn't hard to find it, all of them having read up on the layout of the bunker beforehand. An intersection led off into a storage room or ventilation control but the four cruisers didn't hesitate; grimaces on their faces as they approached the broken metal door. A slow push made it creak open, the sound seeming to echo in the stifling silence and making them all wince, but with only minor reluctance they stepped into the narrow hallway beyond, and began to descend the stairs down into the bunker's depths.

'...it's hard to breathe here...' Cleveland noted quietly – unable to miss how heavy and thick the air felt, not unlike smoke.

However even with that acknowledgement they continued their descend, their footfalls becoming silent as they prepared themselves for a possible fight. The stairs came to a stop and a narrow hallway stretched out before them, narrow enough that only one person could fit at a time. Mercifully the hallway expanded into an observation room easily the size of a modest bathroom, a wall of cracked glass windows facing the reactor itself, whilst a stairwell led down to the reactor floor.

And as Cleveland crept into the observation room, she began to hear noises.

''Ah~ Mm, ahh~''

''Hyaah~ Mm~''

''A-Ah~! I- Myn~!''

Her cheeks coloured red, but something in her gut twisted with anxiety – prompting her to crouch down and approach the glass. Her sisters followed suit, all of them hugging the wall, and with some measure of hesitance Cleveland leaned up and peered out past the glass. She almost wished she hadn't.

What was once a large and spacious cylindrical reactor room was now utterly coated in thick black goop. It clung to the walls, it dripped from the coated ceiling, and it absolutely covered the entire floor. The reactor itself, formerly a pristine silver-white cube with four power cells on each corner, was now also covered in the same thick goop. Small patches of ground were left untainted by the thick goop, partially thanks to the slightly-raised platforms holding inert control panels, but otherwise the entire room was covered in the inky ichor.

However what captured Cleveland's attention the most was the dozens of beings that lingered in the room. What were formerly humans had been corrupted into something else entirely, their bodies completely covered in goop, giving them an inky-black skin hue, one that was impossibly smooth and shiny like oil. Large wings protruded from their back, reminiscent of bat wings but far larger and more leathery-looking. An inky-black halo levitated above their heads via unknown means, occasionally dripping inky goop that seemed to self-replenish itself. Combined with their wings, and the look less human, and more like twisted Fallen Angels.

'Oh god...'

And amongst the Fallen Angels were Ship-Girls. Corrupted ones. All of them wore an inky-black leotard and held a pair of small wings that protruded from their backs, a wire-like tail extending from the base of their spines too. From her position she spotted Ark Royal, Choukai, St. Louis, Unicorn and-

''Helena...'' Cleveland whispered; shocked and saddened to see her former friend across the room, wearing the same inky-black leotard as the other girls.

At the other end of the room was a bulky inky-black figure, nigh-identical to the other Fallen Angels, but something about him drew Cleveland's eye. His halo and wings seemed bigger, and upon closer inspection he had a pair of curved horns protruding from his forehead, giving him more of a devilish appearance.

''Is that...'' Cleveland squinted. ''...the Commander?''

Just then she felt an invisible wave wash over her – a radar ping.

And then Helena jerked her head in their direction. No words were said, but all of a sudden several thick black tentacles burst out of the inky black goop on the floor – lunging up at them and impacting the observation room. The mere impact was enough to shake the room, and Cleveland's heart sunk as she heard an unmistakable crack.

''C-Crap, get-!''

Another tentacle hit the underside of the observation deck, and the already-weakened support beams broke. The concrete gave out under its own weight and splintered into large chunks, the floor beneath Cleveland's feet giving way and sending her falling down into the reactor room itself – her sisters crying out in shock as they fell with her, unable to stumble back in time. Cleveland hit the ground first, wheezing as she landed on her front and was promptly battered by falling concrete, one hitting her head and making black spots mottle her vision.

Montpelier managed to land on her feet, stumbling and grunting as rubble landed on her shoulders – but was completely unprepared to be attacked. A Fallen Angel grabbed the front of her outfit and pulled, ripping it and forming tears in the fabric.

Until Denver came to her rescue, a shell crossing the distance and blowing up against the Fallen Angel's side; easily obliterating half of its body with and sending it flopping onto the floor, its expressionless face unfading even as it went still.

''Mn!'' Montpelier wasted no time in summoning her own rigging, blasting all barrels at the Fallen Angels expressionlessly rushing her, blowing them apart with uncomfortable ease.

It felt less like she was shooting monsters, and more like she was gunning down humans.

Acting fast she rushed over to Cleveland whilst Columbia and Denver stumbled their way out of the still-falling rubble, blasting apart the Fallen Angels that went for them like moths to a flame. Bits of concrete covered Cleveland's back and even with her superhuman strength it was clear Cleveland was struggling to push it off, grunting and gasping as she strained her muscles. Montpelier did her the favour of yanking off the worst of the concrete, sweat running down her head as she unburied her sister.

''T-Thanks...'' Cleveland grunted, taking the offered hand and stumbling up to her feet. ''We need to get out here fast, the stairs-!''

Movement made Montpelier lurch back; just in-time to dodge the grasping hand that went for her shoulder. Cleveland made a sound of surprise and backed up too, gazing in alarm at the corrupted form of Ark Royal, the woman almost looking like a Succubus with her leotard on. However unlike the Fallen Angels Ark Royal was clearly still aware of herself, a gleeful grin locked onto her expression as she looked at the cruisers.

''So cute~'' Ark Royal breathed in a giggling tone, unsettling the duo.

Ark Royal gave them no time to think however. With lust clear in her eyes she lunged for Cleveland, only for Montpelier to step between them and try and ram her with her rigging. However that seemed to be exactly what Ark Royal wanted, as her hands changed course at the last possible moment and grabbed onto Montpelier's rigging – using her enhanced strength to rend several of the metal barrels apart and leave them useless.

Wincing Montpelier backed up, but Ark Royal was soon upon her – grabbing her shoulders and tackling her to the ground. Montpelier landed hard on her back, the air knocked out of her, but Ark Royal was relentless. She grabbed at the cruiser's black shorts and yanked one side down to her thighs, immediately making Montpelier begin to struggle, a harsh grimace on her face as she kicked her legs as best she could; one hand gripping her shorts to stop the corrupted woman from pulling them down any further.

''Nn...!'' From the corner of her eye Montpelier could see Cleveland struggling against her own opponents whilst Denver and Columbia were still gunning down other Fallen Angels, killing them only for them to be replaced by more.

She couldn't aim her cannons as she was, and so with a grunt of effort Montpelier rolled herself onto her side, putting her knees beneath herself. However in the process her grip on her own shorts loosened, allowing Ark Royal to finally yank them down to her knees – exposing her panty-clad ass to the woman. Montpelier went red at that and growled, sitting up on her knees and throwing a wild haymaker; but Ark Royal caught her fist and bent her arm to the side, ripping a gasp from Montpelier's lips as pain flashed up her arm from the strain.

With a perverted giggle Ark Royal took advantage of that, grabbing her other arm by the wrist and pushing it down against the ground. Not a second later multiple thick black tentacles protruded from Ark Royal's back, and before Montpelier's shocked eyes they went for her rigging. It clicked what they intended to do and she acted fast, de-summoning her rigging in a flash and letting them grasp nothing but air.

''Mn!'' The cruiser tried to use that to her advantage, jerking her body back – but Ark Royal just gripped her wrists with startling strength, making the bones within creak and eliciting a pained gasp from Montpelier.

The tentacles changed targets, one thick tentacle curving around and yanking on the side of her white panties; pulling them down to her thighs. Not a moment later Montpelier felt something hard prod her butt, and for the briefest of moments she was left confused – before it clicked in her mind. However there was no time to struggle, to yell or fight back. Instead the tip of Ark's futa-cock pressed against her smooth folds, and plunged inside.

''Gh- haah!'' Montpelier involuntarily jerked forwards with a gasp, sharp pain spiking in her pussy as the carrier's inhuman cock penetrated her.

''Ohh~!'' Ark Royal let out a satisfied moan, pinning the cruiser's wrists to the rubble-laden ground. ''So tight~! You remind me of Unicorn-chan, hehehe~''

Montpelier would've had a biting retort, had she not been so distracted by the pain of losing her first time. Ark Royal didn't do it gentle either; a pleased moan rumbling from the woman's throat as she pushed her hips forth, burying more and more of her large shaft into Montpelier's comparatively tight pussy, stretching her virgin insides apart to accommodate her cock. Weakly she struggled; jerking her hips about and tugging on her wrists, but the pain flashing through her pelvis made it impossible to muster her strength.

Ark Royal took full advantage of that. With a horny moan the carrier bucked her hips forth, shoving her inhuman cock deep inside Montpelier's pussy over and over again, each thrust battering her cervix. She started slow at first but very quickly picked up speed, her pelvis beginning to slap against Montpelier's ass repeatedly as she finally bottomed out, forcing the grey-haired cruiser to adjust to her size lest she break.

''Mn! G-Gh!'' Montpelier gritted her teeth, gasping between laboured breaths as she endured the humiliating violation – the pain in her pelvis nothing compared to the humiliation of being defiled in front of her sisters.

''Haah~! You feel so good~'' Ark Royal crooned – leaning down slightly so she was practically spooning the cruiser beneath her, a breathy grin on her face as she roughly fucked Montpelier into the ground. ''You should just stop struggling and enjoy it... it'll all feel good in the end, hehe~''

Montpelier defiantly shook her head, rasping out a growl, but Ark Royal wasn't looking for an agreement. The corrupted carrier simply moaned and pounded her harder, each thrust so rough it felt like a spank to her ass, her pussy stinging as Ark's thick cock buried itself inside her. The slapping of their skin seemed to echo in her ears, and the only mercy Montpelier got was that everyone else was too distracted to witness her being pounded,

''Nn...!'' Montpelier winced as Ark Royal moved her hips faster; losing her rhythm and just going to outright slamming her cock inside her hole, the added roughness reducing Montpelier to a gasping mess.

Bits of grey hair clung to her sweaty forehead, and with a hiss of pain Montpelier clenched her hands into fists, enduring the rough pounding. She could feel the tip hitting her cervix over and over again, pounding into her like a jack-hammer faster and faster, making it impossible to think about anything but the inhuman cock pounding her deflowered womanhood. And as she scrunched her eyes shut she felt the cock inside her throb and twitch, sliding into her pussy with increasing roughness – until Ark Royal finally bottomed out, and squealed.

''Mmph~!'' The carrier bucked her hips forwards with an orgasmic moan – before unloading thick ropes of inky-black cum inside Montpelier's pussy.

The cruiser gasped at the sensation, spine rigid as she felt the warmth flood her pussy and make its way into her womb. She clenched her fists and screwed her eyes shut, shuddering as she endured the unwanted creampie; spurt after spurt of unnatural cum filling her up as Ark Royal came inside her.

Mercifully it was over soon. Or so Montpelier foolishly thought.

Because in the next moment she suddenly found herself flipped around onto her back, her legs spread and with her wrists pinned above her head, Ark Royal's gleeful visage looming right above her.

''More~''

Then Ark Royal claimed Montpelier's lips in rough kiss, buried her cock inside the cruiser, and sloshed the cum around her insides as she fucked her victim into submission.

X-x-X

''Mn-!''

Columbia grunted as one of the Fallen Angels managed to get close enough to grab her top, yanking and tearing the fabric before she shot the fallen human in the head, killing it instantly.

However she had no time to breathe before another one lunged at her from above, having flown overhead in an attempt to get the advantage – but Denver was looking out for her, blasting the winged beast out of the sky and sending both halves falling behind Columbia, deceased.

The busty blonde was about to shout out a quick thanks, but was taken off-guard when Unicorn ran at her, floating slightly off the ground every few steps with her wings. The sight of the formerly-innocent girl, one who she had met before this whole incident, made her hesitate – a fatal thing on any battlefield. And because of that second of hesitation to shoot her former ally Unicorn had no problems with getting in close, and by the time Columbia started to back up, Unicorn was upon her.

''Hah!'' Columbia gasped as the purple-haired girl tackled her, sending both of them to the floor.

''Mm~'' Unicorn whined into her neck, grabbing at her wrists. ''It aches so much... I can't take it~''

The carrier's whining words made Columbia pause, briefly unable to comprehend them – but that was exactly what Unicorn wanted. With a bright smile the corrupted girl grabbed her belt and roughly undid it, the buckle snapping as she ripped it off; wasting no time in digging her fingers into her blue shorts and pulling them down to her thighs. The sensation snapped Columbia out of it, and with a short yell of effort she pushed the startled Unicorn off of her, sending the girl falling back with a squeak.

Flushed pink Columbia stumbled up to her feet, one hand gripping her shorts as she took aim with her guns – but a Fallen Angel chose that moment to land behind her, its impossible strength allowing it to grab the joints of her rigging and rip them clean off, the two ship-shaped bits of rigging clanking as they tumbled across the ground, depriving her of her guns. All that remained of her rigging was part of her antenna; useless considering the circumstance.

So when the Fallen Angel reached out for the antenna, Columbia made the wise decision to de-summon it – instead releasing a fierce yell as she turned around and punched the former human in the face. As she expected it did little more than send it stumbling back, but it gave her the window to turn and bolt, heading for the stairs – fully aware that she would be of more help getting aid than staying down here with her sisters.

Unfortunately she didn't get more than a few steps before the corrupted form of Choukai stepped into her path, a demure smile on her lips even as she lunged at her.

''Nn-!'' From so close Columbia couldn't dodge; instead gasping as she was tackled down to the floor, the inky-black sludge wet against her back.

Grunting Columbia rolled over, one hand planting itself on Choukai's collarbone in an attempt to push her off, but Unicorn decided to make her presence known once more by kneeling down in front of her – putting Columbia at eye-level with her large, twitching cock, the inhuman black shaft nearly touching the cruiser's nose. On reflex Columbia jerked her head back but Unicorn was faster; both her hands grabbing the cruiser's blonde locks and pulling, making her gasp; and in turn, allowing Unicorn to shove her inhuman futa-cock inside her mouth.

''Mmph!'' Columbia gagged; the sound muffled by the cock in her mouth.

''A-Ah~!'' Unicorn, on the other hand, mewled with bliss. ''It feels so good!''

''Hehe~'' Choukai giggled, her voice hoarse but maintaining its lilted tone. ''Don't hold back, Unicorn-chan~''

Columbia's eyes widened as she felt her shorts and underwear get pulled down, a cold breeze brushing between her legs. Immediately she reached down and cupped her pussy but Choukai just yanked her hand away, using her other hand to guide her inhuman black cock up to Columbia's pussy – before with a pleased moan she pushed inside the blonde cruiser, unheeding of how Columbia cried out and spasmed between the two corrupted Ship-Girls.

''M-Mmph! Mm- gh!'' Columbia choked on Unicorn's cock as the carrier plunged all the way inside – causing the thick black cock to push down her throat.

With unified moans of pleasure the two corrupted girls began to spit-roast Columbia, their inhuman black cocks fucking her mouth and pussy at once. It took all Columbia had to just keep her arms under herself lest she fall onto the goopy floor, her knees trembling as pain blossomed in her pussy – Choukai's thick cock sliding into her sex over and over again, pushing deeper inside with each thrust until she was bottoming out, her pelvis loudly smacking her shapely ass.

Unicorn's own movements were quick and rough, a stream of endless moans spilling out of her mouth as she face-fucked Columbia. When the blonde cruiser dared to try and bite down she found that she couldn't break the skin – it didn't even slow Unicorn down. Instead the purple-haired carrier pulled on her hair harder, mewling as she slammed her futa-cock down Columbia's throat like a beast in heat, whining with pleasure all the while.

''Mn! M-Mmph!'' Columbia tried to protest, weakly fighting back, but the sensation of Choukai's thick cock slamming into her womanhood drained her of her strength, her muscles quivering as she was so roughly defiled.

Saliva stuck to Unicorn's cock, the spit soon smearing itself across Columbia's lips as the carrier jerked her hips back-and-forth, making the blonde cruiser cringe. She looked up past the hair clinging to her forehead and up at Unicorn, the carrier's plump chest size nearly hiding her face thanks to how she leaned forwards – but she didn't miss the twisted delight in Unicorn's eyes, her mind warped by whatever had happened to her.

''Mm?!'' A muffled, choked gasp escaped Columbia as she felt a pair of hands worm up her shirt -her cheeks darkening as Choukai groped her breasts from behind.

The Sakura cruiser practically spooned her, moaning lustfully as she kept pounding Columbia's pussy, her inhuman cock throbbing inside the blonde. Unicorn's own cock twitched in Columbia's mouth, igniting a fresh sense of alarm inside Columbia as she realised what it meant – but she was helpless to fight back, able to only screw her eyes shut and endure the sensation of being fucked from both ends, her jaw aching from how wildly Unicorn was face-fucking her.

''Ah~! I-I'm almost-!'' Unicorn suddenly buckled – and squealed. ''Myaah~!''

Columbia's eyes snapped open in shock as thick gushes of cum shot down her throat, forcing her to immediately swallow lest she choke. Unicorn kept fucking her mouth mid-climax, squealing as she jammed her cock down the blonde's throat, unloading gush after gush of cum down into her stomach. Even as Columbia desperately swallowed more just kept coming, slowly piling up in her throat and making it impossible to breathe, her lungs begging for air.

Black cum filled her mouth and dribbled out past her lips, dribbling down her chin and cheeks in thick quantities. Choked sounds escaped Columbia and her body began to go limp – until Unicorn pulled her cock out with a shrill gasp of pleasure, the carrier stumbling back and falling on her butt.

Columbia wasted no time in gulping down the last of the cum in her mouth, hacking up that she couldn't swallow in a desperate attempt to get air back into her lungs, unheeding of the inky cum sticking to the roof of her mouth and tongue. Her attempt at getting air was made that much harder when Choukai made her presence known again – a sweet moan fleeing the Sakura woman's lips as she sped up, hammering Columbia's abused pussy with renewed vigour.

''Mm~! Here... here it comes, Columbia-chan~!''

''W-Wait, no- Mn!'' Columbia buckled forwards as Choukai bottomed out – groaning weakly as she felt thick warmth fill her pussy, each hot gush sticky against her inner walls.

Out of breath her head lolled forwards, allowing her to gaze beneath herself – wincing at the sight of black cum leaking from her abused pussy, dripping down onto the floor beneath her. The hands grabbing her breasts gave one more squeeze before releasing them, sliding out from her top like snakes, and soon the cock inside her body pulled out; leaving her pussy empty.

And then Columbia suddenly found herself on her back, Unicorn between her legs, and cried out as the corrupted carrier vigorously hammered her.

X-x-X

''Ah!''

Denver cried out as she stumbled back, her back hitting the goop-covered wall, making it slippery and nearly causing her to fall.

Her rigging was in bits, her clothes were ripped and torn, and it was all thanks to the woman in front of her – St. Louis. The corrupted woman looked at her with a sultry smirk befitting of a Succubus, two Fallen Angels flanking her and seemingly acting upon her orders. Neither actively attacked her without St. Louis making a move first, but when they did attack they did so with precision; tearing apart chunks of her rigging or ripping holes in her outfit, leaving it ridden with holes, her shorts barely hanging onto her hips.

Suddenly St. Louis lunged in close and Denver prepared to move – but the slippery nature of the wall made her lose her grip, stumbling mid-step and giving St. Louis time to close in. Within a second her wrists were captured and pushed above her head, her wrists touching before the corrupted cruiser held onto them with her left hand, freeing her right hand. St. Louis made use of that gleefully, pushing her right hand down and shoving Denver's shorts down.

''H-Hey-!'' Denver's cry was muffled by a surprise kiss – making her eyes widen, her body freezing up.

The kiss lasted only a few seconds before St. Louis broke it off, exhaling a hot breath. With a smirk curling at her lips St. Louis pushed Denver's white panties down, her fingertips soon sliding over Denver's womanhood and eliciting a shocked gasp from the cruiser – immediately tempting St. Louis to kiss her again, dominating the weaker cruiser and slowly pushing her fingers inside Denver, all three digits entering her at an aching pace.

''Mmph!'' Denver struggled, gasping and grunting as she fought to be freed, but St. Louis was deceptively strong – easily keeping her hands bound above her head whilst she fingered her. ''S-Sthp...!''

St. Louis didn't. With a smirk still firmly on her lips St. Louis pumped her slim fingers inside Denver's pussy, scissoring them apart or swirling them around in lewd circles, pleasuring the struggling girl whether she wanted it or not. When burning lungs forced St. Louis back the blue-haired cruiser went for Denver's neck, attaching her lips to the cruiser's jugular and sucking on it, extracting more startled gasps from Denver's throat.

''Such a pretty pussy.'' St. Louis cooed into her ear, licking it. ''Soft, smooth... and sensitive~''

St. Louis punctuated her whispered, husky words with a flick to Denver's clit – extracting a stifled gasp from Denver, her legs involuntarily jerking inwards from the burst of unwanted pleasure. St. Louis giggled at that and kept fingering the bound cruiser, her tongue invading Denver's ear and swirling around it, filling Denver's ear with the wet squelching sound. The grey-haired cruiser shivered at the sound, whimpering as she was dominated by the corrupted woman.

''Stop...'' Denver croaked, humiliated.

''Oh?'' St. Louis kissed her ear. ''But you're getting so wet already~''

Denver froze, and realised with some amount of mortification it was true. The simmer warmth in her belly betrayed the unwanted arousal bubbling up inside her, the delicate, teasing fingers inside her pussy getting her hot and bothered. St. Louis seemed to realise that too, a sultry smirk on her lips and her eyes narrowed into amused slits, her fingers slowly pulling themselves out of Denver's slick folds.

And then in what felt like an instant Denver found herself spun around, her cheek pressing itself against the slippery goop-covered wall. The grey-haired girl grunted in surprise but St. Louis held her there, her arms now free as the blue-haired cruiser grabbed her hips. Denver realised why a second later, a squeak escaping her as something hard pushed against her slit from behind, the bulbous tip betraying what it was.

''Such a pretty pussy...'' St. Louis repeated, breathing the words into her ear. ''...and it's all mine~''

Then the tip of her inhuman black cock pushed inside her, eliciting a sharp cry from Denver's lips. ''Hyaah!''

Her shrill cry failed to muffle St. Louis' own moan of satisfaction, the sultry woman pushing inside – and pushing in deep. Her wet inner walls spread with only mild resistance, her wetness letting St. Louis bury her futa-cock two-thirds of the way inside on the first thrust. Not satisfied with that St. Louis kept thrusting, moaning as she slid halfway out only to push back in, stirring Denver's tight insides up.

Soon the tip pushed against her cervix, bottoming out inside her. The foreign fullness left Denver whimpering, her hands blindly reaching behind herself in an attempt to push St. Louis off, but the angle made it impossible to. That was made borderline impossible a second later as two tentacles emerged from the slick wall in front of her, wrapping themselves around her forearms and holding them against the wall; preventing her from wrestling herself free.

''Mn-!'' Denver winced as St. Louis slid her hands up her shirt, pushing her bra up and groping her perky breasts – knocking the air from her lungs.

Another hot moan filled Denver's ear, the slim cruiser whimpering as St. Louis began to pound her pussy from behind – her inhuman cock getting wet with Denver's own honey as it plunged in-and-out over and over again. The smacking of skin began to echo as St. Louis' pelvis impacted her perky ass, the repeated impacts making her hips buckle forwards on reflex. Something that prompted the corrupted cruiser to release her breasts and instead hike her top up.

With a giggle St. Louis pushed against Denver – causing the slim cruiser's breasts to push against the inky-black wall. A gasp fled Denver's lips as her nipples tingled, sparks of warmth teasing her perky breasts as they squished and rubbed against the slippery wall, the goop on the wall sticking to her tits and making them extra sensitive. Doubly so when St. Louis began groping them again mid-fuck, the sensation eliciting a whimper of unwanted pleasure from Denver.

''No, ahh...'' The grey-haired girl wriggled about weakly.

''Just enjoy it~'' St. Louis giggled into her ear, using her tongue to tease said ear. ''It'll be over soon~''

As if to emphasise that St. Louis began to fuck her faster, and harder. Denver cried out as buzzing warmth teased her pussy, intimately feeling the inhumanly thick cock rail her insides with pleasure-inducing ferocity. She shook her head weakly but couldn't fight back, able to just stand there and get fucked from behind, her pussy quivering from the attention. Dimly she could even hear the wet squelching of St. Louis pounding her, the mere thought only adding to her humiliation.

''Mm... here it comes, here it comes~'' St. Louis crooned, her cock throbbing. ''Hah, I'm... c-cumming~!''

Denver was mid-way through gasping out a desperate denial when St. Louis bottomed out, a throaty moan escaping the corrupted woman as she blew her load deep inside Denver. The grey-haired girl shrieked – spasming against the slick wall as the unwanted pleasure inside her peaked and rushed to her pelvis, her pussy tightening like a wet vice around St. Louis' cock; before finally she orgasmed, squirting out around the cock throbbing inside her.

Her mind went white, and for a blissful few moments Denver was oblivious to world around her, nothing but the throbbing in her pussy registered. However soon she came down from her orgasmic high, a weak moan escaping the cruiser as she regained her senses – just in time to feel St. Louis pull out, thick amounts of gloopy black cum oozing from her defiled womanhood.

''Hehe...'' St. Louis licked her lips. ''Perhaps next... let's try anal, hm~?''

Denver had no say in it – and within moments cried out as St. Louis began pounding her perky ass with skin-slapping vigour.

X-x-X

Cleveland saw Montpelier go down, her sisters soon following, but as much as her heart ached she couldn't help them.

''Mn-!'' Cleveland winced as a wire-like tail whipped her thigh, leaving a thin red mark on her fair skin.

Helena giggled at her, once-demure eyes now oozing an entrancing confidence – the type that would be more fitting of a flirtatious Prinz Eugen than anything else. Several Fallen Angels loomed nearby, waiting for Cleveland to make the slightest mistake and to capitalise on it; something that had already happened multiple times, as seen by the tears in her clothing and her mangled rigging, only one of barrels functional.

Though the fact she had taken down three Fallen Angels with just the one barrel proved that she was far from helpless.

Suddenly Helena lunged at her, prompting Cleveland to wait until the last moment to dodge – grunting as she swept her leg out in a kick, hoping to knock Helena's feet out from under her. However Helena reacted with startling swiftness, her right hand snapping out and grabbing onto her ankle – before pulling, hard. The sharp tug yanked her other foot out from under her and Cleveland fell onto the slippery ground with a yelp, splashes of inky blackness staining her clothes.

''Poor Clevie~'' Helena crooned, grabbing her wrists and pinning them to the ground. ''I missed you so much~''

Cleveland grimaced as one of the Fallen Angels grabbed the last barrel of her rigging and bent the metal a sharp ninety-degrees, rendering it useless. Left with no other option Cleveland de-summoned her rigging, hoping to use it to her advantage, but Helena seemed to predict that and shifted her weight more forwards; preventing Cleveland from wrestling her wrists free. At some unspoken signal the surrounding Fallen Angels backed off, slinking out of sight and leaving Cleveland alone with her corrupted friend.

''Helena...'' Cleveland muttered. ''Why...?''

''Why~?'' Helena leaned down, her blue hair tickling Cleveland's face as it fell. ''Because it feels so good~''

Her voice had a sexy, sensual quality that it didn't have before, barely any trace of the once-demure girl left. However Cleveland still tried to convince her fallen friend, trying desperately to snap her out of her cursed state.

''Don't do this. This isn't you, Helena...!'' Cleveland said desperately, her voice raising.

Helena just giggled, shifting back. The hands binding her wrists left and Helena slipped a hand under Cleveland's short skirt, grasping the front of her white side-tie panties and yanking them off – the side-ties snapping in an instant. The blonde cruiser blushed red as her pussy was exposed and reflexively tried to close her legs, but Helena was faster and yanked them back open; shifting between them.

''Helena, please! You don't have to do this!'' Cleveland's voice rose as did her panic, her legs jerking as she tried to fight off her corrupted friend, but Helena just spread her legs apart – the inhuman black cock protruding from her inky-black crotch touching her folds.

''Mm, it's alright Clevie.'' Helena crooned, holding her thighs apart. ''It'll feel good soon!''

Anything Cleveland wanted to say was cut short as Helena finally got herself lined up – an with thinly-veiled eagerness, she buried her inhuman black cock inside the blonde cruiser. A spike of pain blossomed in her pelvis and she let out a pained cry, throwing her head back as her mind was consumed by the sheer sensation of being penetrated – her inner walls spreading apart as Helena's cock plunged inside. Helena herself let out a hot moan of satisfaction, pinning Cleveland's wrists to the floor as she pushed in deeper and deeper, her shaft becoming enveloped by Cleveland's tight pussy.

''Ahh... you feel amazing, Clevie...'' Helena moaned. ''It feels like I'll go insane~''

Not giving Cleveland a chance to speak Helena dove down, roughly capturing Cleveland's mouth in a kiss. It was wild and rough, her tongue invading Cleveland's mouth and swapping spit between them, eliciting a whimper from Cleveland as she leaned as far back as her position would allow. A task made harder when Helena was pumping her inky-black cock inside her womanhood; reshaping her inner walls to better fit her cock.

Briefly their lips broke apart, allowing Cleveland to gasp in a sharp breath, but Helena was kissing her again before she could speak. Blindly she wrestled her hands free and she tried to push Helena off her, but she unintentionally grabbed Helena's breast – the soft plumpness making her face go red, embarrassment briefly overwhelming the torrent of other emotions inside her. Doubly so when Helena moaned deeply into her mouth.

''Ohh, more~'' Helena's tongue traced her teeth. ''Touch me more~''

Cleveland shook her head as best she could – but Helena just buried her face into the blonde's neck, sucking on her skin. With a gasp Cleveland resumed struggling, a whimper escaping as her Helena's pelvis began to slap against hers, the tip of her friend's shaft battering her cervix. Each thrust was wild and lust-filled, the tip hitting her deepest parts with such intensity she felt it in her belly, the pain slowly beginning to fade bit by bit.

Helena helped speed that along; both her hands going down to Cleveland's breasts and grabbing them. A surprised groan fled Cleveland's lips before she could stop it and Helena capitalised on it, giggling into her neck as she ripped the cloth around her chest away, allowing the corrupted cruiser to freely play with Cleveland's nipples – flicking, pinching and rolling the pale pink nubs around, unheeding of how Cleveland gasped and squirmed from the mere feeling,

''Mn...! S-Stop that...!''

''But you like it~'' Helena crooned, licking her neck and trailing her wet tongue up to Cleveland's ear – whispering into it. ''You want this.''

''I-I don't...!'' Cleveland gasped back, pushing against Helena.

In response Helena pounded her pussy harder, jamming her thick cock inside the blonde cruiser. Cleveland cried out from the feeling and writhed, a fresh gasp fleeing her lips when Helena tweaked her nipples. Helena took advantage of that, reclaiming her lips in a deep kiss that left Cleveland shuddering, both her medium-sized breasts fitting perfectly into Helena's groping hands. And even as she struggled, even as she denied how good it felt, Cleveland couldn't deny that it was starting to feel good.

Perhaps sensing that Helena moved faster, her lips meeting Cleveland's in a mad string of kisses, barely giving the blonde time to breathe. Her hips moved faster and more passionately, slapping her cock inside Cleveland's tightening sex, pounding her into the sloppy ground with gleeful vigour. Even as Cleveland's pussy gripped her cock tight Helena didn't slow down; a stream of hot moans escaping the blue-haired cruiser as she 'made love' to her former friend.

Their pelvises impacted together faster, an orgasmic moan fleeing from Helena's lips as she neared her limit – only encouraging her to pound Cleveland more vigorously, feeling the blonde's insides tighten around her.

''Mm... Clevie...!'' Helena mewled lustfully-

-and to her surprise, Cleveland suddenly cupped her cheeks – and kissed her forehead.

''Stop. Please.''

Helena did; her thrusts slowing, but she was too close now. Instinct made her hips move again, plunging her inhuman cock deep into Cleveland's slick pussy – until with a ragged, tight moan she buried herself all the way inside Cleveland's tight sex and blew her load, unloading thick gushes of cum inside her.

Cleveland arched her back, clutching onto Helena as she hit her own orgasm, her legs kicking blindly and her toes curling as she squirted around Helena's girth. The sensation only made Helena buck her hips more, unloading every last drop of inky-black cum inside Cleveland's tight pussy, so much filling her it quickly began to leak back out; absolutely oozing from her creampied hole.

''Haah... haah...''

Helena gazed down at Cleveland, blinking. ''Cleveland...?''

Cleveland smiled weakly, pinprick tears in the corner of her eyes. ''Yeah... it's-''

Just then, courtesy of the adrenaline pumping in her veins and her superhuman hearing, Cleveland heard a long, droning beep.

Kk- BOOM!

A deafening eruption shook the entire room like a miniature earthquake, and to Cleveland's shock she saw the black goop covering the ceiling inflate into a massive bulbous ball – as if it was holding back an explosion. It didn't last more than a second before it burst, a rush of pure air pressure, fire and rubble blasting its way down into the reactor room in an ashen cloud, the explosion still managing to reach the reactor itself.

Dust bit into her eyes and Cleveland screwed her eyes shut, barely aware that Helena was hugging her close – shielding her, she realised dimly. Rubble and bits of concrete audibly crashed down around the room, some of the inky-black goop splashing and hitting her cheek; slowly dripping off like sticky ichor. Her ears rung slightly from the force of the sudden explosion, but with each passing second her hearing returned and the sound of hissing rubble settled, tempting Cleveland to open her eyes.

The ashen cloud filling the room settled quickly, allowing the blonde to spot the reactor. The inky-black goop on it had been obliterated, as had one of the reactor rods – but otherwise it remained surprisingly okay, considering the explosion. Whatever the goop on the ceiling and reactor was made of was clearly powerful enough to resist such an explosion, and although she doubted the reactor was anywhere near functional, it also wouldn't be going nuclear. At least not at the moment.

A mercy, considering Cleveland and her sisters would've been obliterated the second it went off.

'W-Who did...?' Cleveland thought dimly, coughing. She hadn't been told anyone was going to plant a bomb, and if she was remembering things right then the room above the reactor room would be the command room...

...where Deutschland and Graf Spee went.

'T-That bitch! This wasn't part of the plan!'

At the back of her mind she realised it might be the Ironblood command who decided this, or maybe there was just some miscommunication overall – maybe this was all just one big bureaucratic screw-up. But maybe wasn't good enough right now.

If she lived long enough to get out of the mist sane, she was sure as hell going to be kicking up a stink about friendly-fire.

Coughing above her made her look up, peering into the disoriented eyes of Helena. ''Cleveland... are you... okay...?''

Relief filled Cleveland, a weary smile on her face. ''Yeah... glad you snapped out of that, ha...''

Helena cracked a weak smile of her own – but once more both were interrupted. This time by an unfamiliar, androgynous voice.

''Well now, if this isn't a surprise. I'd have thought I'd have to lead my little army out the front door, but it seems someone was kind enough to give me a skylight. How kind.'' The untraceable voice said lightly, as if the hole in the ceiling was a welcome surprise.

With Helena still leaning over her Cleveland almost couldn't see the speaker. Almost.

The figure was an inky-black figure made from the same goop covering the entire room, dripping the same substance as the thing 'walked' across the ground. It slid over towards the corrupted form of the Commander – who hadn't moved from his place the entire time – and touched his shoulder. Slowly the thing's body seeped into the Commander itself, its inky form pouring itself into every pore and melding into his body.

Then the Commander twitched; jolting to life. He twisted his arms, rolled his shoulders – and a rough, hoarse laugh rumbled from his throat, the thing's androgynous voice echoing from the Commander's mouth like it was speaking from a long tunnel. ''Fitting. Poetic, even. For a devilish creation to arise from the smoke and ash... nothing could be more fitting, haha!''

A gust blew across the reactor room as the Commander flapped his large wings, ascending into the air. ''With me, my little armada. Together, we'll test the limits of this simulation.''

With another, much stronger beat of his wings, the possessed Commander soared straight up through the hole made in the ceiling, and out into the world beyond – natural grey light pouring down into the reactor room. To Cleveland's astonishment every Fallen Angel in the room soon followed, and as the blonde watched them soar upwards, she couldn't help but be struck by the symbolism of it all.

If the corrupted humans were akin to Fallen Angels, then the corrupted Commander was nothing shy of the Devil himself.

''Mn-'' A shudder ran through her as Helena slowly pulled her cock out of her pussy – her womanhood tender and a bit sore, but it could be worse, she reasoned. ''Helena...''

''I'm sorry.'' Helena whispered, grabbing her hand and pulling both of them to her feet. ''I... I wasn't in the right mind, all I could think of was kissing you, of hugging you until... erm...''

Cleveland smiled weakly, gazing at the others. The other corrupted Ship-Girls had stopped fucking her sisters, and to her relief were slowly coming to their senses. A quick glance at Helena's face showed that she was the source – a look of deep concentration on the cruiser's face. The black leotard on her body writhed and shifted, but after a long few moments it settled down; and soon she heard all the others begin to murmur as they 'woke up'.

''...Mn.'' Helena clutched at her head, prompting Cleveland to hold onto her.

''You okay?''

''Yes... just not used to, doing this...'' Helena waved an arm out, causing the surrounding black goop to quiver. ''I only did this on instinct before. Since Corruption – the thing that just melded with the Commander – is far away, my control has improved.''

Cleveland nodded, wincing slightly when she tried to walk – Helena hadn't been gentle at the start, and the soreness was amplified when she tried to walk. Helena noticed and shot her an apologetic look, but both understood now wasn't the time to sit down and apologise for the sudden molestation and rape. Not when their allies were no doubt fighting for their lives on the surface.

''We need to get out of here...'' Cleveland murmured, rubbing her stomach – cringing as she felt the weird cum inside her.

Helena gripped her arm, supporting her. ''The corruption effect takes a few hours to take effect... the only way we can stop it is if we kill Corruption, but since we're connected to it now and have been living off its power for weeks I'm not sure what might happen...''

The implication was unsaid, but not unheard.

''We might die without it.''

Cleveland, despite how much of a mess she was, still managed to put on a reassuring grin. ''We'll figure something out. You ain't dying on me.''

Helena smiled back, expression soft. ''...Mm. Let's move.''

Battered, beaten and sore, Cleveland escorted her sisters and corrupted allies back the way the came; rushing to reach the surface to warn their allies.

X-x-X

''Mm... so many targets...''

Corruption smiled, flexing its fingers – the Commander's fingers – before clenching them into a fist, breathing in fresh air. Using a human as a host was a fairly new sensation, given that it hadn't deigned to do so before, but after carefully modifying the Commander's body for two week straight it was confident the former human could handle its power fully.

Granted, Corruption didn't have any abilities on the level of a Siren, and even with its corruptive abilities it was still not the best combatant – but it knew well the role it had to play, and it intended to fulfil that role to its fullest.

''...sometimes I do wonder what goes through your mind, oh dear Creator...'' Corruption murmured to the sky.

It received no answer, naturally, but a grin crossed the Commander's face regardless.

''Ah, well I suppose it doesn't matter.'' It noted. ''I am but a pawn atop a chessboard a thousand miles wide...''

The Commander's gaze slid down, vision piercing through the mist as if it wasn't there at all; unimpeding its vision. And thanks to that, it saw the tiny tear in space – one that would allow two special individuals to be transferred through it, whether they wanted to or not.

''Bismarck, Tirpitz...''

The Commander flexed its fingers, a wide grin curving at his face – revealing a maw full of inhumanly sharp teeth, dripping corruptive fluid.

''...how will you change things this time around, I wonder?!''

With a mad, gleeful laugh the possessed Commander flew into the mist, his army of Fallen Angels right behind him.

[END]

A/N: Next: Centaur and Norfolk.