Andromeda Galaxy. Third Quadrant. Teflor System. Four planets orbited a dying star in the total vacuum of space. As far as any lifeform in the system was aware, they were completely alone—until thirty-three hours ago.

A rogue ball of pulsating orange light sped toward the second planet faster than sound. It came to a sudden stop just above the planet's atmosphere, and Carol allowed the energy around her to dissipate as she hovered quietly above the red surface. She pursed her lips and gently pressed two fingers to the side of her helmet, pressing a small button on its side.

"Carol's Log 2583. Date: 34342-1. I've arrived at the planet where the distress call from the Mother Intrepid emanated from. There appears to be no sign of debris in the atmosphere, suggesting the ship didn't face any danger until it had landed on the surface. Scans indicate limited lifeforms on the planet, save for a cluster of around twenty in the 23rd northeast sector. No other ships have arrived to answer the call. Going to head down an examine it."

She powered up again, and with a burst of power, she began her quick descent to the planet. The air burned around her as she broke through the atmosphere, but her suit, as well as her half-Kree physiology, saved her from any damage. It was one of the many unspoken blessings of getting to be her. Whenever people walked up to her—usually children that she had saved from certain annihilation—they always asked her how cool it was to fly. It was always strange to tell them that landing was actually the more fun part, watching the very sky crack and burn around her as she entered a brand-new world she had never seen. That wasn't to say flying wasn't fun. Flying was still very fun, even after nearly thirty years. But landing? Still had it beat.

She pressed the button on her helmet again as she took in her surroundings. "The sky is blue and clear. No indication that the ship was brought down by any irregular weather pattern. The planet's surface seems to be mostly rock. Kind of an orangey-red. Lots of deep canyons that they could have landed in. The planet…"

Carol jabbed her tongue into her teeth. Oh great. She forgot it. Still rocketing towards the ground, she pulled up her controller on her wrist, and a hologram of the system automatically appeared in front of her. She squinted as she read the text label.

"Gary… Gary-thyron… schmeckle…"

Gaerithryschetyryuaynsredop.

Carol rolled her eyes. "Okay, look people," she groaned. "We have to talk about these planet names. I get that this was probably labeled by some Brixy cartographer with seven tongues, but I'm trying to make a log here and this just makes me sound ridiculous."

She removed her hand from her helmet before she could allow herself to continue. She wasn't supposed to be using the Carol's Log in order to air her personal grievances. She started the log because after so much time spent traveling the universe and saving races from extinction, she was really starting to lose track of everything. Seriously, she saved what exactly? Two, maybe three planets a week? There was a lot of ground to cover in the vast Infinium of the cosmos… or, she guessed, not a lot of ground. Mostly air. Well, technically space—she knew what she meant! She did a lot of things, and while fusing permanently with the energy of an Infinity Stone may have done wonders for her complexion, it didn't do jack shit for her memory, so she needed a log. She had to tell apart the Beta System in Sector 2114 from the Beta System in Sector 2141, the Trimidean Galaxy from the Bimiedan Galaxy, the Glorpans from the Glorpens; especially the last one, because she had once dated a Glorpan and they were incredibly sexy, and the Glorpens were a race of twenty-foot tall roach monsters. Considerably less sexy.

She approached the region where she read the lifeforms, and it did not take her very long to find what she was looking for: a Vyren Crusier, around a hundred meters long and fifty wide, capable of transporting precious cargo across star systems. It was located at the bottom of a massive rocky crevasse, its front sticking straight up in the air, almost as if it was trying to take off before it failed. From a quick survey of its exterior, she didn't notice any damage that indicated an attack, but she did see what was preventing it from leaving. The entire half back of the ship was stuck in… well, something. It was a massive pool of what she could only describe as purple slime, thick and glistening in the dying sun. She flew down to the surface, curious to take a closer look. She stopped just above it, her boots flying maybe a foot above its surface. It was a pretty enough color, close somewhat to amethyst, but when she leaned in and took a whiff she immediately drew away from it and gagged.

"Oh, that's awful," she said, cringing. She didn't know what that smelled like. Maybe grease and spoiled chicken? It was enough to make her keep away from it as she looked around the ship for a way in. She eventually discovered a side entrance not fully submerged into the gunk. She stopped before it and jammed her fingers into the large gap in its middle, and with a mild amount of effort, she pried the structure open, revealing the dark, metallic interior of the spacecraft. Taking one final look around to make sure she wasn't being followed by any pirates or alien locals looking to spring a trap on her, she floated into the ship—blissfully unaware of the slime gurgling behind her.

Carol removed her helmet and took another sniff of the air. Nope. Still smelled just as terrible. The readings on her scanner indicated that the crew of the Mother Intrepid was still nearby, possibly even onboard, but she saw no indications that anyone was onboard. She was inside one of the airlocks, and upon prying open the second door to fully enter the ship, she let some of her power flow into her hand to illuminate her surroundings. The ship was bare, but it didn't seem particularly damaged. In fact, if it wasn't for the fact the power as turned off and its crew was missing, it seemed perfectly normal. The airlock was connected to a docking bay, and on the walls on either side of her were spacesuits locked normally inside their glass displays. They all appeared to be there, and Carol moved into the hallway, trying to find her way to the bridge. It was pretty easy, considering that one direction ascended and the other didn't.

"Hello? Anyone here?" she called out hesitantly. Part of her didn't want to call out at all, lest she alert something to her presence. But then again, what exactly did she have to worry about? She was Captain F'n Marvel. She could blow holes through reinforced titanium and fly nearly as fast as light. She punched Thanos right in his stupid jaw and lived to tell about it. Quite honestly, if something on that ship posed a threat to her, she would be stunned. She continued her journey up through the ship, passing through the commander offices, tightly closed shut, and the mess hall, where paper knifes and plates were spilled on the slanted floor, some of them still with food. Whatever happened to the ship, it happened in a rush. She carefully waved her hand along the corners of the room, trying to light up the dark shadows that blanketed every wall of the interior, but she didn't see anything that could cause the ship to send a distress signal. Hell, there didn't even seem to be any signs of a struggle. One of her other guesses was that the crew had been ambushed by the planet's inhabitants, the… Gaerithryschetyryuaynsredops? Gaerithryschetyryuaynsredopes? But if they were taken, clearly there would be blaster marks on the walls, or blood smears on the floor, or like, something. It was almost as if the entire crew just disappeared.

When she reached the bridge, the door was locked. It was nothing a simple photon blast couldn't fix. When the door opened, she had to shield herself from the sudden rush of sunlight coming in from the viewscreens at the front of the ship. The bridge was nearly vertical. There were easily a dozen-odd computer stations in a circular pattern around its edge, with the captain's seat bolted down in the middle of the room. All of the other chairs—as well as any of the personal items like the holophones and thermoses that lined their desks—were all laying in two massive clumps against the entrance wall, having been discarded when the ship overturned. Carol, grimacing, flew up to the captain's chair, noticing the console on the armrest. She tapped the buttons repeatedly, but predictably, there was no response.

"Let's see if we can you working, little guy," Carol muttered, pulling up her own device and fiddling with it. She pulled out a little wire from a small compartment on her suit and hooked it up to the chair. She hummed a little melody while she worked: some kitschy pop number she heard placing in a spaceport the other week while trying to hunt down smugglers. The lyrics were really, really dumb. Something about teenage girls being super special and pretty. But the beat was ludicrously catchy. She hated herself for singing it, but she couldn't stop. She only managed to halt herself when she was able to transmit enough electricity to hear the machine buzz to life. Her screen lit up with the information on the captain's computer.

"There we go," she smirked. "Now let's see what we've got going on here." She swiped her finger through the files quickly, biting her bottom lip. "Personnel files. Inventory. Maintenance schedule… ah, captain's logs. Knew you'd have one of those. And what's this? Research files? Well, don't mind if I do, Carol."

Carol opened up a row of files, but upon selecting one, an error message appeared on her screen. The file was corrupted. She cursed under her breath. She began scrolling through the list, trying to find a file that would cooperate, yet all the while, high above her head, something dark and round slithered along the roof, quietly observing her. She didn't notice its presence at all, which was all to its benefit. It did not so much watch as it did sense, but either way, it took her in. All of her. Her smooth cheeks. The short locks of her blonde hair. Her lean figure and firm breasts. And when she got frustrated with the machine and bent over to pound on the armrest, it took in her suit clinging to the shape of her firm ass with a small burble of anticipation.

Finally, Carol found one final that actually decided to be her friend, and she gladly opened it up. A women's voice came through her device, slightly distorted, but still firm and speaking calmly.

"…Log: 11091. The creature has reacted in accordance with our predictions. In small quantities, we find that it is entirely manageable. Some of the crew has been getting, well, restless about the implications of our experiments."

Experiments? Carol clenched her fist. Of course. Experiments. Of all the stupid nonsense that could have gone down, it had to be experiments. Suddenly, everything became abundantly clear. She had seen similar things happen in her travels across the many worlds in the universe—and also from pretty much every sci-fi movie in history. A normal shipment vessel is used as a cover for a scientific expedition to find some unknown alien creature out in the middle of somewhere or other. Scientists want to make money or are blinded by their ambitions. They capture the alien. It gets loose. Whole thing goes wrong. Everybody dies. Bonus points if there was an evil government or corporation behind the whole thing. Carol placed her hands on her hips and sighed. The one goddamn time she tries to do something simple like answer a distress call, and she's now in the overdone plot of a horror novel. Just wonderful. That what she got for trying to take it easy for once instead of battling intergalactic armies every day.

The message continued. "The most fascinating discovery is the creature's intelligence. It possesses nothing that represents what we would consider a brain, but its neural network is incredibly complicated for such a simple lifeform. It was able to tell within seconds whether we placed a male or female test subject before it, and it acted uniquely to each circumstance. It should be noted that the creature displays unusually hostile behavior when anything other than a fertile female is placed in front of it. We've had to place the bodies in medical. Side note: Tell XO Zaza to prep condolence letters to their families."

"Jeez, lady, what were you trying to do?" Carol asked. "I've got summon a pickup for this ship. Get someone down to assess the damages and—"

Suddenly, there was a scream. A high-pitched desperate scream that caught Carol's ear, and instantly diverted her attention away from the rest of the captain's message. It seemed to be coming from deeper within the ship. Her heroic instincts kicked into action. She could figure out what the crew of the Mother Intrepid was trying to do later. Right now, it was superhero time. An orange glow surrounded her body as she charged out of the bridge, speeding down the darkened corridor. The scream came again, and then another, and then another, each sounding shrill and tortured beyond belief. It seemed that whatever creature they were trying to capture was still running rampant. She took a deep breath. She wasn't concerned about getting injured. Again, she was Captain Marvel. But the crew members? They were only flesh and bone, and by the sounds of things, they were in more danger than she could imagine.

Descending through the ship was like diving into hell. The only light that she could follow was the one that she made herself, and even that stopped a few feet out in front of her. The smell from the slime outside seemed to seep through the metal walls, and it grew with the sounds of the women screaming. She had to hurry. She was pulled further into the bowels of the ship, guided by her eagerness for heroism, her love of helping those and need, and those passions guided her to the door of the storage room, located far in the rear of the ship, buried underneath the slime. The door, like all the others, was sealed tightly shut, and like all the others, she did not hesitate for a moment in sticking her hands into the gap, and pulling the metal apart with an angry roar. And when she looked inside, she wasn't expecting what she found.

The room was massive and turned on its side like all the others. On what was now the floor was a pool of the purple slime, maybe six feet deep, having leaked inside from a gaping hole in the wall. All of the inventory that was into the room had fallen to its bottom, but from Carol's high perch above it, she saw that the sludge contained more than just cargo. There were bodies, dozens of them, floating within it. Some of them were very much alive… and some of them, to Carol's shock, were completely naked. She didn't have time to think about it as the women's screams rang against her ears. Tightening her fist, she descended deeper into the chamber, a single ball of orange light falling into near-infinite shadow. If her light was more powerful, she might have seen the shimmers on the slime's surface as it moved to follow her down her path. The stench from the substance grew so strong she had to resist the urge to gag as she reached the surface, reaching out towards one of the women who floated chest-high in the sludge.

"Hang on. I'm here to help you," Carol said, trying to calm the woman down.

"Oh… oh god…" the woman whimpered. Her hands were trapped within the substance, and Carol gritted her teeth as she tried to think of a way to free her without injuring her.

"Don't worry. I'll get you out of there in no time," Carol promised. She smiled innocently at the crew member, unaware of the rising masses that were slowly forming in the slime behind her.

"Oh please… more…" muttered the woman. Carol reached out her arm, but stopped herself before touching the crew member. Something was wrong. Very wrong. The woman was certainly on edge, but she didn't seem aware of her, like she was lost in her own separate world. The same could be said about the other women, all naked and trapped within the purple slime. They were all screaming, but they were also… moaning? Whimpering? There was a constant schlking noise in every direction, something soft and moist squishing about amongst the flesh, and it masked the sound of the many tendrils that were forming just behind Carol's back.

"Ma'am, are you okay?" Carol asked worriedly.

"Please…" the woman begged. Carol finally recognized the sound in her voice and the tone of her scream. All of the sounds suddenly blended together, and Carol looked around at the other women crying and writhing with an impending dread as the woman in front of her screamed in blissful ecstasy. "Please, fuck me harder!"

"What the fu—"

The tendrils sprang their trap. Carol was cut off as a mass of tentacles suddenly swarmed her from behind, catching her out of the air. She screamed and tried to pull away, but they moved quickly. Two wrapped around her ankles. Another four wrapped around her thighs. Six more grabs onto her arms and wrists and pulled them behind her back. A final one wrapped its way around her throat, and she growled as she fought with all her strength to rip them off. They were strong; deceptively strong. It didn't seem to matter how strong she pulled, because whatever materials the substance was made out of had a ludicrously strong tensile strength that prevented her from pulling the tentacles away. She tried to charge a photon blast, but the tentacle suddenly jerked her arm toward the crew members trapped within the slime, and she relented. It was too dangerous to fire.

Don't panic, she thought. Whatever you do, don't panic. You'll get out of this. The tentacle burned around her throat. Her skin was able to withstand the temperatures of reentry, but its slippery flesh was too much for her? Impossible. There had to be some chemical within it that was messing with her mind, making her sense heat that wasn't really there. Its stench was overwhelming and combined with its efforts to tighten around her throat, it made it nearly impossible for her to breathe. She gasped, struggling for air as it choked her, and she heard the women around her squeal with lustful delight at her struggle.

"Yes, master! Bring her in!"

"Let us watch you fuck her, master!"

"Become one with us."

One with us, Carol thought. Okay. Maybe it was slightly time to panic.

A loud sizzling filled the air unlike anything else before it, and glancing down, Carol horrifically discovered that the noise was coming from her own outfit. Her Kree bodysuit—a remnant from her days under the control of Supreme Intelligence, an armor made to withstand the deadliest of blows in combat—was dissolving underneath the grasp of the tentacles. Wherever they grabbed her, her clothing burned beneath, and as more and more tentacles joined the fun to wrangle the resilient space warrior, more and more of her bodysuit was burned away. The first to go was her legs and her boots, exposing her creamy bare legs to the musty air of the storage room, and then part of the suit over her left shoulder, and then parts of her arms, and then even the proud golden star logo on her chest, which burned away like tissue paper under the chemical might of the tendrils. When the tentacles dissolved part of her bodysuit, they would remove themselves from her and wiggle freely in the air in a sort of victory lap, tremoring like soundwaves in the air.

Carol saw her opportunity. Her costume had completely burned away, but she still had something on underneath: a black tank top and a pair of matching panties. And while that didn't do much to protect the rippling muscles on her forearms or the tender thighs that the slime seemed to target hungrily, it was enough to maintain her decency as she came up with a quick escape plan. With the tentacles distracted in their celebration, she gave one forceful scream, and kicked her legs up into the air and over her head, applying enough torque to twist herself free of the tentacles' slimy grip. She charged up her power, and in a burst of orange light, she blasted off into the opening on the ceiling, desperate round tendrils snapping at her heels.

Okay, so the mission was a bust. There was no way she going back down there to save the others, and to be honest, it didn't really look like those women wanted to be saved. She would come back for them later when she had backup from the Skrulls or the Nova Corp, or hell, anyone who was willing to come. That creature they were studying: whatever the hell it was, it was more powerful than she had anticipated, and it was strong enough to get the entirety f the female crew of the ship under its control. Carol shook her head violently. That smell. She still couldn't get its foul odor out of her head. The burn of its touch still lingered on her throat. Just a little bit more, and she would be free.

Except she was very wrong. She came to a sudden halt in her ascent as the space above her became illuminated by her powerful glow. The slime from outside had followed her in through the airlock, and it was slowly sliding its way down the hallway towards her, dozens of round-tipped tentacles thrashing out toward her. She tried to turn around, but the tentacles were below too, extending up from the pool dozens of feet below, eager to claim her body for their own. Desperate, she screamed and launched a photon blast into the slime above her, but the creature merely absorbed her attack, the wounded spot lighting up for a half a moment before fading back into its usual amethyst color.

"Think, Carol. You have to think," she said aloud. She was trapped between two extremes that were rapidly closing in on her. There was nowhere else to turn. She considered bursting through the sidewall, but it occurred to her that she was likely underneath the surface line of the slime, and breaking the walls would only invite more in on her. She couldn't fight against it. Fleeing would be her only choice. She looked up at the slimy mass above her. It would be a straight shot through that mass to get to the airlock, and then outside. She could power her way through that. She was Captain Fucking Marvel, Savior of the Cosmos, even without her uniform. She would break her way through that stupid alien and get off that miserable rock. She had to. She concentrated her power, and the energy that surrounded her became more intense until it pulsated brilliantly, and then, with a determined scream, she launched herself up into the creature.

She didn't know how long she flew through it, but it felt like burrowing through the earth itself. The smell buried its way into her mind. Tears welled in her eyes as she nearly choked on it. She had to push. Higher, further, faster. Please push faster. The creature squished and pulsated around her, and she was guided on nothing but her senses, but after an eternity, she finally found in the airlock within its mass, and with a ferocious scream, she launched her way through it and burst out of the spaceship and into the open air. She took a deep breath, thankful to be free of her prison. Her thoughts were able to refocus. Leave the planet. Get help. Don't die.

She should have watched where she was hovering. Still only a few feet above the sea of slime, she was in the perfect position for the creature to strike. She turned to fly away, only to find that she couldn't. Another tentacle—one noticeably bigger than the ones before, launched up out of the water and completely absorbed her left leg, covering it like a sleeve up to her knees. She reached down to remove it, but she was swarmed again. Her arms were forced above her head. Another sleeve-like tentacle took hold of her other leg. She was dragged down to the pool. Her throat was bound. Her eyes went wide.

She was trapped.

With its prey freshly secured and suspended in the air, more tentacles emerged from the slime and began to explore her. They began rubbing themselves on every part of her exposed skin; her spine, her collarbone, under her arms. Wherever they went, they left behind a thick residue, clearish-white and almost like glue which scalded her skin like lava in every spot it touched. In a matter of seconds, she found herself coated with a thin layer of the substance almost from head to toe as the tentacles continued to caress every inch of her skin. Her hands reflexively closed, and they a pair dove between her fingers, thrusting themselves back and forth in her unwilling grip. One gently wormed its way through her hair, and another two dove beneath her shirt and wriggled their way up to her chest. Her top was dragged up her body as it began to sizzle and dissolve with the rest of her clothes, revealing her toned stomach and then, with a soft bounce, her tits free from their bounds. The tentacles quickly coiled around her breasts, and Carol let out a gasp as they began to compress and massage the fleshy mounds, their rounded tips resting against her nipples. The rest of her top dissolved away in a matter of seconds, and the great, all-powerful Captain Marvel was lying on a sea of tentacles in nothing but her underwear—which was going to be gone in a few seconds at the rate they were going.

"Get the… fuck off of me…" Carol gasped. It felt like all of the strength had vanished. Every time she was able to break one tentacle, another three would take its place groping her. She truly began to panic when the sea started to spread her legs apart, granting easy access to her slit. She grimaced as a tentacle approached her, and very hesitantly began rubbing itself along the rim of her panties, spreading its ooze just beneath her abdomen. It massaged itself on her skin, rubbing back and forth, almost confused for a minute as another tentacle began to gently burrow its tip into her cheek. She tried to pull her head away from it, but her neck was bound in place, forcing her to bear its slimy kiss. Its stench was unbearable, like a dead animal, and she shut her eyes as if the entire world would disappear. It moved across her face, eventually pressing its rotten tip onto her lips, and she did everything she could to keep them forced close. It was already humiliating enough being molested by that disgusting thing. She couldn't bear that.

Not that she had a choice. Another tendril—larger than the others—rammed into her side, and the blow was enough to slightly loosen her lips, allowing the tentacle to easily slip inside of her mouth. She released a muffled scream as the revolting appendage probed her; it did not go very deep, but it was thorough. It wrestled with her tongue, swatting it and stroking it and making sure to cover as many of her taste buds with its residue as possible. It thrashed around within, and she felt her cheeks puff out as the tentacle tip rubbed against them, pushing them as far as they would go before switching to the other side of her mouth. It glided against the inside of her teeth and her gums, spreading its viscous fluid everywhere, and it occasionally jutted deeper inside her to make sure the back of her throat was thoroughly covered in its essence. It even forced its way beneath her tongue, slathering the underside of mouth to guarantee that not one speck of her mouth would not receive its flavor. And the flavor was unbearable. Carol could hardly stomach the taste filling her mouth and permanently etching itself into her mind. It was sour and putrid and…

Sweet?

It was sweet. Sweet and sugary and… maybe a bit tart, but it was more pleasant on the tongue than she first thought. It was too thick to swallow, and the probing tentacle made it all impossible, but the longer the fluid stayed in her mouth, the less disgusting it became. It almost tasted like chocolate cream, and the tentacle itself was a source of extra flavor that she wasn't expecting. Even the smell seemed to become less pungent, morphing into something almost… appetizing? That wasn't natural. She moaned into it but shook her head, still trying to resist—though slightly less eagerly than before.

That changed when she felt her panties slide off. Two small tendrils slipped under her hips and pulled, ripping the fabric clean away and throwing it into the sea below. It dissolved instantly, but Carol's attention was drawn to what was happening between her legs. A new tentacle was rising out of the sea, but it was different from the others. It was slightly thicker and rippled, almost like its body was formed from the bodies of smaller ones. What truly scared her was its head, which was bulbous and nearly as thick as her hand. It rose out of the sea, towering above her, and it squirmed slightly back and forth as it admired the beautiful body that had been brought before it. It paused for a moment, and then flopped down across her stomach, its massive head landing just below her breasts. She understood instantly. It wanted to show her just how deep it could go inside of her.

It slithered down her body, leaving a long trail of slime down her cleavage, past her navel and the thin patch of blonde hair above her sex, and its head steadied itself just in front of her exposed slit. The head split open like a flower, revealing one singular, particularly-phallic looking main tendril surrounded by a dozen tiny ones which shook excitedly around it, flailing in the air. They struck first, immediately shooting out and attaching themselves to Carol's clit, causing her to release a choked moan. They teased her aggressively, forcibly rubbing and stimulating it under its hood as the main tentacle lined up with her entrance. It pressed against her gently and stroked it up and down. She was already wet from the endless massaging of her body, but it made sure to spread its fluid all over her folds, just to ease its entrance a little more. When she was sufficiently moist, it pressed itself up against her folds, and then without any warning to her, it lunged deep inside of her.

Carol screamed violently, but her cries were stifled by the tentacle in her mouth. Her back arched, her legs tensed and her toes curled as the vile thing penetrated her. Not that it cared in the slightest; it pulled itself back out again and quickly rammed back into her. Its pace was faster than she could handle, thrusting in and out of her like a piston, and her entire body trembled as it thoroughly dominated her. A small trickle of blood flowed out of her from how hard it penetrated her, but it did not hesitate for even a moment. The sea spread her legs even further apart, almost so wide that she thought her hips were going to split apart, all to give the tentacle the access it needed to fuck her deeply and passionately. Inside of her, it released more of its residue, coating the inside of her walls with every thrust. It wasn't clean, either, thrashing around inside of her like a wild animal, desperate the hit as many parts of her insides as it could. The tentacle in her throat, inspired by its brethren, stopped exploring the cavity of her mouth and instead pushed itself hard into her throat. Her went wide and flooded with tears as the tendril shoved its way past her uvula, and began to shoot itself up and down into the recesses of her body. Her skin bulged under its presence, causing its imprint to be seen to the world, though partially obscured by the other tentacle that was still strangling her maddeningly.

With all the tentacles working in tandem, it was truly a sight to behold out in the heat of the dying sun. The tendrils in her mouth and pussy moved together both harmoniously and chaotically, ravaging her with rapid thrusts while timing their movements so that whenever one would give her a moment's reprieve, the other would be deep inside her. The other tendrils worked eagerly as well. Two of them used Carol's hands as orifices, sloshing around between her palms and wrapped around her slender fingers to get themselves off. Some tenderly wrapped around her biceps, admiring the muscles that slaughtered so many enemies and yet were useless under its control. The tendrils massaging her breasts made fun work pushing the orbs together, watching them seem to grow as they were lovingly pressed up against each other. It took joy in how they danced and jiggled with every thrust into her cunt, and how her nipples had grown hard and it could delightfully coat them in its fluid. Many of the other tendrils simply took pleasure in slathering their juices all over her, especially the ones by her face, which tried to jam themselves into her ear or rummage itself through her blonde hair, turning it damp and making sure to get its sludge so deep within her roots that she could never wash it out. One particular lost tendril jammed its tip repeatedly into her belly button, trying to force its way inside of her like it was another hole ripe for fucking. Her legs, though buried deep in the sea of slime, also received their fair share of attention. Her thick thighs were lovingly stroked up and down, gently nourished, while beneath the sea itself, a million tiny, indistinguishable tendrils tickled the backs of her knees and the bottom of her feet, occasionally squishing themselves between her adorable toes. In a matter of minutes, the humble alien creature had transformed the universe's most formidable superheroine into the perfect tentacle fucktoy.

The pain from the thrusting was horrible, but the worst part was the embarrassment. Carol couldn't believe what was happening to her. She was Captain Marvel, a name that inspired hope in those who believed in good and terror in those who believed in evil. And yet, she was completely powerless under the slime's control. It used her as it used anybody, caring not for her outside of how it could use its body. She didn't even think of how she could escape. All of her hopes for the future diminished with every thrust into her pussy, and her mind wandered to what people would think if they knew what was becoming of her. She imagined the Avengers, the Skrulls, Fury, Maria, all of them, standing around in shame watching as she was spitroasted by that nauseating creature like a filthy little slut. It was degrading, and her cheeks flushed a bright red as the tentacle wormed even further into her throat, causing her to gag. She could taste its girth, and the flavor had developed to the point where it wasn't just passable, but it was starting to taste pretty good. The movement of the tendril swirled it around her mouth, and she hated to admit, but deep inside, she craved more of it.

As the tentacles continued to fuck her senseless, the pain eventually disappeared, and a vibrant pleasure started to emerge. Carol moaned as the tentacle in her pussy twisted and turned within her, stimulating her inner walls in a way she didn't think was possible. She had been fucked by plenty of different species over her life. She may have been an idol to children, but she was a woman with needs, and those needs led her to many different bedrooms in her short respites from saving galaxies. However, none of the hundreds of cocks she had taken compared to the tendril that was pounding against her cervix. It wasn't the thickest thing she ever took, but its exotic movements combined with the thick goo that seeped into her pussy made her feel full unlike anything else she ever experienced. She was stretched at capacity, and yet with every thrust, she wanted it more. She wanted the damn thing to tear her in half, even if she would never admit that outline. She watched with horrified arousal as the tentacle pushed up against her, and she could see the outline of its mass bulging out beneath her stomach. The smaller tentacles worked harder against her clit, each one like a million tongues lapping her most sensitive area. They gradually and effectively worked her to her high, knowing just how to stroke her to elicit the loudest, most sensual moans from her stuffed lips. She felt the heat stirring deep within her, and though she could barely move, she was able to gently thrust her hips in time with the tentacle's movements, grinding into the mass as she felt her peak approaching.

Carol's orgasm sent the tentacles over the edge. Her eyes rolled back into her head and she descended into a guttural moan as her body shook with some of the most intense pleasure she ever experienced. Her inner walls clenched hard around the tentacle, and that caused the creature to pound her even faster and faster, until both tendrils jammed themselves into her as deep as they could go. She felt something entirely new as the tendrils began to pump something into her. She felt them expand and contract as something hot shot into her, filled directly into her womb and stomach. The creature was cumming inside of her, and she had no idea how, but it felt so unbelievably amazing that she didn't care. Her belly began to swell from being overfilled with the creature's seed, and soon the precious white cum flooded out of her pussy, spilling into the sea of slime beneath her. The tendril in her mouth began to retreat but stopped just by her entrance, pausing to coat with its hot semen. If its residue was delicious, then the cum was the best damn thing Carol had ever tasted. She gagged on it as it continued to pump into her mouth, and part of it spilled out of her nose and bubbled down her lips. The other tentacles, having reached their limit, started to cum as well, and soon the sticky white substance was shooting over her from every direction, landing on her chest and in her hair, coating her slightly bloated stomach, landing in her eyes and drenching every speck of exposed skin. It burned tremendously, hotter than the dying sun she was sprawled out in, but Carol wanted more. After nearly a full minute, the tentacles finally stopped and pulled out of her body, the one in her face giving her one last loving squirt in the eye before retreating. She tried her best to swallow the mixture of slime and cum that coated her mouth, but it was so thick she had trouble doing so. Only after a brief struggle did she down the multiple mouthfuls, and she let out a satisfied sigh.

"Holy… fuck…" Carol said breathlessly.

She thought covering her entire body with its seed would wear the creature out. She was wrong. Before she had any time for respite the tentacles picked her up, swinging her around in the air to get her into a new position. They rested her face down into the sea of slime, and Carol had to turn her head to the side to not drown in the delectable mass. It pinned her arms straight out in front of her, and it forcibly tucked her knees up to her cum-covered tits, causing her unfortunately untreated ass to stick straight up in the air. New tentacles replaced the old, and a giant one immediately rested itself between her cheeks, rubbing itself up and down along her crack. She laughed tiredly.

"Oh, you naughty little bastard…" she said. "Okay, you can have your fun."

When the monster claimed her ass, it also claimed her inhibitions. It pounded away at her with all the vigor and eagerness as it did before, and with every thrust, all of her other thoughts vanished one by one. Stopping dictators? Gone. Protecting the innocent? Gone. Her memories of her life on Earth, her childhood, her career in the Air Force, her willingness to protect her home? Gone. All that was left was the creature and its gorgeous, glorious appendages that could do things to her body that she never wanted to stop. Her ass rocked back and forth as the creature began to slap her cheeks with its other tentacles, and she never recalled such peaceful bliss in her entire life. She wanted it to cum inside of her ass, to fill her up to the brim with its seed. She wanted to become its bitch for all time. She wanted the name Captain Marvel to be forever associated with the galaxy's biggest alien cumdump. All of those perverted desires filled her mind, pushing out anything that had to do with honor or justice or any of that worthless heroic nonsense. The truth was that she had always been a whore hiding behind the veneer of a superheroine, afraid to let out her horniest instincts. That didn't matter anymore. On that planet with an unpronounceable name in the middle of an unexplored system, she had found her true calling: to be the sex slave to a slimy tentacle monster. And then the creature came against, pumping into her ass and onto her toned back, coating her spine and her anus with its filth, she sighed, completely content with that idea.

"That's it," she moaned sweetly. "That hits the fucking spot."

The sea of tentacles picked up the hero again, whose whole figure was now encased in a thin mixture of semen and its residue, and it carried her back into the shadows of the ship, where the orgasmic moans of the rest of the crew of the Mother Intrepid were waiting for one more voice to join them.

It had been days since Carol had adjusted to her new life. Maybe weeks. It was sort of impossible to truly tell how long she had been trapped within the darkness of the bowels of the ship. Not that she minded—when her thoughts were focused by the new state of eternal climax she lived in, did it really matter when was when?

Her former life didn't matter to her anymore. It wasn't that she forgot it; hell, if anything, the memory of what she used to be only made the knowledge of what she had become even hotter. But she realized that she had been far too had on herself in her previous career. Sure, there was a simple joy in saving people, but what did that leave behind for her? Certainly no time for self-fulfillment. Under the power of the creature, she finally had the opportunity to relax a little. Okay, maybe "relax" wasn't the operative word when she was currently being suspended upside down in mid-air with two tentacles rummaging through her ass, but it felt fucking incredible and she didn't see the need to stop. She had become fond of her new little home in the depths of the crashed ship, and so had the rest of the female crew of the ship. They joined her in their endless moans and screams of pleasure as the many tentacles fucked them senseless day and night, and she was beginning to get to know them rather well. Not well enough to know their names, but well enough to smile whenever the tentacles forced one of them to eat her out.

The one lapping of her cum at the present was who she assumed to be the former captain of the ship, the very one who sent the distress call and recorded the message warning her of the dangers that she ignorantly ignored. Carol could tell she was once a proud woman, strong and determined just like her, and just like her, she had been reduced to a slutty, quivering mass under the slime's control. Her face was shoved hard into Carol's cunt, and Carol sighed in ecstasy as the captain eagerly gulped down the gallons of delicious, sticky white cum that pumped out of her twat. The captain was busy getting fucked as well, and with every hard thrust of the tendril she would moan into Carol's folds, making the experience only that much greater.

Of course, Carol couldn't moan too much considering her tongue was also at work. She was currently buried in the pussy of "Pinky", the ship's former ensign who she only knew by the bright color of her skin. Poor thing—signed up for a scientific expedition at the age of eighteen, straight after graduation, hoping to explore the galaxy. Instead, she would likely spend the rest of her days trapped in shadow, feasting exclusively off the seed of a slime monster. Carol smirked as the young pretty thing squealed and gasped under the quick work of her tongue. The tight girl couldn't bear it, and after only a few more seconds, she cried out and squirted all over Carol's face. Carol grinned as the nectar dripped down her chin. What a gorgeous girl.

Between the dual tentacles fucking her ass, and the captain's tongue penetrating her sex, and the young ensign's climax all over her face, it didn't take long for Carol to cum again, and almost on cue, the tentacles in her ass responded by quickening their pace and, when they hit their peak, threw themselves far into her and emptied their load. As rope after rope of warm cum shot its way into her insides, Carol looked down lovingly at her increasingly warm belly. At the moment, it was smooth and tight, but she knew that perhaps in a matter of weeks, it would begin to swell with the offspring of the creature. Soon, she would join the rest of the crew in a glorious pregnancy, and she could only imagine the joy and satisfaction that would come with birthing its monstrous child—whatever fucked up thing that might be. And, like everything else in her life, she would become the best at doing that too. As the tentacles withdrew themselves and another woman's mouth was brought to her asshole to guzzle down the white gold that dripped out of it, Carol smiled proudly. Captain Marvel: Galaxy's Greatest Tentacle Breeder. She liked the sound of that.

Another group of tentacles began to hover around her, each ready to unleash their seed all over her. She gave them a wink. She was theirs.