While the Digidestined and Digimon who had yet been assimilated hated to fight their friends, they knew that if the tables were turned and they were the ones under Starro's control, Davis and the others would do whatever it took to save them.
"Your actions and resistance is futile." Starro said through Imperialdramon in a tone void of emotion. "You will all join us or wind up defeated."
"We will win and free our friends from your control!" WarGreymon said to Imperialdramon, who just stared at the Digimon of Courage.
"You are foolish to face us. We cannot be stopped." Starro told WarGreymon as he lifted up his right arm, causing Positron Laser attached to it to fill up with energy.
"Positron Laser!" Starro then called out, firing a blast of energy directly at Tai and WarGreymon.
"Brave Shield!" WarGreymon quickly called back, bringing out his Brave Shield and using it to protect himself and his partner.
While managing to hold back the energy from Imperialdramon's Positron Laser, WarGreymon groaned, for he could feel that while the Brave Shield was protecting him and Tai, the force of the attack was slowly pushing him back, causing the Digimon of Courage to press his feet down, trying to maintain his defensive stance.
However, WarGreymon was soon unable to maintain himself, for Starro then increased his power.
"Giga Crusher!" Starro announced as he placed the Positron Laser into his chest, unleashing a greater amount of energy, which struck WarGreymon and his Brave Shield, knocking him down.
"WarGreymon!" Tai called out, concerned for his Digimon partner.
"Don't worry Tai. I'm fine." WarGreymon assured him as he rose to his feet and prepared to fight back.
"Terra Force!" He announced, gathering a great amount of power between his claws, which he then threw at Starro.
"Giga Crusher!" Starro called out once again, unleashing more energy, which then struck WarGreymon's attack, causing both to engulf the area around them in a powerful blast.
Consumed in a massive cloud of smoke, Tai and WarGreymon were unable to see Starro, Davis or Ken, causing both to remain on their toes just in case Starro or those under his mind control tried to ambush or assimilate them.
But getting an idea, Tai called out. "WarGreymon, use Great Tornado and blow the smoke away!"
WarGreymon nodded in reply and did as Tai had ordered, to which he span around at an intense speed, blowing away all the smoke.
But by doing so, both found no sign of Imperialdramon, Davis or Ken.
"What in the!?" Tai got out, before questioning as he looked around. "Where'd they go?"
"Up there!" WarGreymon called out, making Tai look up to see Imperialdramon was in the air, while Davis and Ken were standing on his shoulders, staring down at them with blank expressions.
"I told you we cannot be stopped. Every move you make, we can counter it. Through my clones, I know everything about you, Tai." Starro said, before he asked the pair. "So why not accept your fates?"
"Because we refuse to let a mutated starfish control us be our fate!" Tai snapped back, before he and WarGreymon braced themselves, ready for whatever Starro had planned next.
-Meanwhile, with the Digidestined of Knowledge and the Digidestined of Friendship-
While Izzy and Matt remained back, both letting their Digimon solve their conflict, to which MegaKabuterimon had taken to the skies and was doing his best to avoid the laser and missile attacks MetalGarurumon was unleashing upon him.
"Giga Missile!" MetalGarurumon then called out, firing another missile from his chest, which MegaKabuterimon managed to dodge.
"MegaKabuterimon, counterattack!" Izzy called to MegaKabuterimon, knowing that while MegaKabuterimon was a Level lower than MetalGarurumon, if MegaKabuterimon could subdue MetalGarurumon long enough, he could find a way to remove the Starro clone and render it useless.
"Horn Buster!' MegaKabuterimon announced, unleashing blast after blast of electricity from his horn, which caused MetalGarurumon to go on the defensive, before rushing around the area, avoiding the attacks.
As MegaKabuterimon continued, Izzy carefully observed MetalGarurumon, watching his movements, before he saw a pattern.
"MegaKabuterimon, aim for the centre!" Izzy suddenly called out.
"Horn Buster!" MegaKabuterimon announced, doing as Izzy had commanded as he unleashed another blast of electricity, which managed to hit MetalGarurumon and knocked him down.
Seeing his chance to save not only MetalGarurumon, but the rest of his friends, Izzy ran up and approached the manipulated Digimon, closely analysing the Starro clone to see if there was anyway to remove it without it latching onto his face.
"It won't work." Matt then spoke up, causing both Izzy and MegaKabuterimon to look at the Digidestined of Friendship, who slowly walked up to the pair, causing Izzy to back away slightly.
"Once a clone has bonded with a host, only can our Master remove it." Matt said.
Hearing the statement shocked the Digidestined and Digimon of Knowledge, almost as much as when Matt suddenly charged at Izzy and tried to strike him with a right hook.
Managing to avoid the punch, Izzy was forced to bring his arms up, for Matt continued to try and attack him, forcing the Digidestined of Knowledge back with each strike.
And after managing to strike Izzy, hitting him in the chest, the brainwashed Digidestined of Friendship knocked Izzy down and into a stream, causing the Digidestined of Knowledge to fall in with a big splash.
As Izzy emerged from the water, he looked to see that the Starro attached to the blond was just staring at him.
"Now is the time you became one with Master Starro." Matt said, which confused Izzy.
"What are you talking about? You have no clones left to control me." He said, as he remained in the water, unaware of what lurked within it.
"Master Starro always plans ahead." Matt replied, before telling Izzy. "And right now we have you exactly where we want you."
Izzy was confused further by what he head heard, until he felt something grasping around his legs, making him look down and was shocked to see that latching to his legs were more Starro clones, each eager to make Izzy their host.
And before Izzy could escape, one of the Starro clones shot out from the water and latched onto his face, making the Digidestined of Knowledge cry out, feeling the clone taking over his mind.
"Izzy!" MegaKabuterimon called in concern, too distracted by the distress his partner was in, he failed to notice MetalGarurumon had risen.
"Ice Wolf Claw!" He suddenly roared, unleashing a massive barrage of missiles, all struck MegaKabuterimon in the back, which caused him to cry out from the pain, before he was unable to maintain his Ultimate form and De-Digivolved back to Tentomon.
"We said Master Starro always plans ahead." MetalGarurumon said, before telling Tentomon. "Before our Master assimilated his first host, Gatomon, he had spent his time creating a mass of clones, just in case any of us were destroyed by you."
"And now you shall be one with Starro." Tentomon heard a cold voice say, making him look up, shocked to see Izzy now had a Starro clone on his face, while a second Starro clone wriggled around in his hand.
And before Tentomon could react, Izzy released his hold, causing the Starro clone to break from his grip and latch around Tentomon's face, turning him into another of Starro's thralls.
-Around the same time the others-
Knowing they had a better chance in taking on the Starro controlled Digimon as a team, Joe and Cody were fighting with Zudomon and Ankylomon, against Lillymon, Mimi, Halsemon and Yolei, while Sora and TK had taken to upon Garudamon, as she and MagnaAngemon fought the Starro infused Digidestined and Digimon of Light.
But despite their idea to work as one, Zudomon and Ankylomon were at a major disadvantage.
"Vulcan's Hammer!" Zudomon announced, smashing his hammer into the ground and unleashing a thunderbolt at Halsemon and Lillymon.
"Tail Hammer!" Ankylomon added, using the spiked end of his tail as a hammer, before he tried to strike the duo with it.
However, Halsemon and Lillymon both leapt into the air, easily avoiding the attacks.
"You cannot hope to beat us." Lillymon stated in a cold, logical tone.
"Don't count us out yet. We still have a few tricks." Ankylomon said back.
"Megaton Press!" He then announced, before he leapt high into the air, catching the mind controlled Digimon off guard, both from his leap and the sunlight, which made it impossible for them to see Ankylomon.
"Hammer Boomerang!" Zudomon then called out, before throwing his hammer at Halsemon and Lillymon, catching both off guard and striking them down.
And before either could get back up, Ankylomon suddenly slammed down onto the pair, trapping Lillymon underneath his body, while knocking Halsemon back.
With Lillymon incapacitated, Ankylomon asked. "I've got things covered here. Think you can handle Halsemon?"
"We'll do our best." Zudomon replied, to which he and Joe then turned their attention over to the brainwashed Digimon of Love, who had risen to her feet and was prepared to attack.
"Tempest Wing!" Halsemon called out, lunging at Zudomon, before he slammed into him with, causing Zudomon to groan out from the strike, as Halsemon tore into him.
Holding up his hammer, Halsemon defended himself as best he could as Garudamon continued to attack him, trying to break through both his hammer and the Digimon of Reliability.
"C'mon Zudomon, I believe in you!" Joe then called out, causing the Digimon of Reliability to stop defending and retaliate, as he then swung his hammer at Halsemon, striking the Digimon of Love back.
Though hurt, Halsemon looked unfazed by the attack and shot forwards again, taking more swipes at Zudomon, while Zudomon continued striking with his hammer, determined to defeat Halsemon and break him from Starro's control.
However, Halsemon then showed his power, to which the Starro eye began to glow with energy.
"Eagle Eye!" He called out, unleashing several shots, which struck not only Zudomon, but Joe and Cody too, knocking the three down, paralysing them.
"Cody!" Ankylomon called out upon seeing his partner harmed, wishing he could go over to make sure Cody, Joe and Zudomon were ok, but had to remain in place so Lillymon wouldn't cause any problems.
However...
"Flower Cannon!" Lillymon suddenly announced, gathering a great amount of energy that she then released from her arms, which had taken to form a gun-like shape and blasted Ankylomon off of her, knocking him away, where he landed beside Cody, Joe and Zudomon.
"We can't give up..." Ankylomon groaned out, doing his best to get back up.
However, the four then heard Yolei speak up.
"Your resistance is useless. Soon you four shall be one with our Master." She said, making Joe, Cody, Zudomon and Ankylomon turn to see both Yolei and Mimi slowly approaching them and saw both were holding two Starro clones in their hands.
Determined not to wind up as Starro's slaves, Joe, Cody, Zudomon and Ankylomon quickly got up and were about to fight back.
However, Lillymon suddenly announced as she flew around them. "Flower Wreath!"
Unable to stop the Digimon of Sincerity or her attack, the four suddenly found themselves tied up with a rope made of vines and flowers.
"Your so called best has failed you." Lillymon said as she landed, watching as Joe, Cody, Zudomon and Ankylomon struggled against her bindings.
"And now you four shall become one with us." Mimi then said, before she and Yolei held their hands up, placing the Starro clones to Joe, Cody, Zudomon and Ankylomon's faces.
The four struggled for a moment, trying to resist, but with all of Starro's power and those he had under his control, the Digidestined and Digimon were no match against Starro's power.
"Starro lives." Joe then said, his tone removed of all emotion and showing he, Cody and their Digimon had fallen under the control of the alien parasite.
While Joe, Cody, Zudomon and Ankylomon had trouble taking on, Halsemon and Lillymon, TK, MagnaAngemon, Sora and Garudamon were struggling to defeat Angewomon, not just because she was as powerful as them, but Kari, ignoring her safety, had her arms around Angewomon's back and was flying with her brainwashed partner.
"Kari, Gatomon, snap out of it! We're your friends, we don't want to hurt you!" Sora called out.
"Friendship is meaningless to us. All that matters to us is helping our Master take command over both the Digital World and the Real World." Kari replied in an emotionless tone, before saying. "And you shall join us or be deleted."
Shoeing they were now enemies of the Digidestined, pink coloured energy formed in Angewomon's hands, taking shape as an arrow, before Angewomon then exclaimed. "Celestial Arrow!"
Unleashing the energy arrow at Garudamon, MagnaAngemon got before Garudamon and used his blade, Excalibur, to slice through the arrow, protecting his friends.
And seeing there was no other way, TK knew that in order to save Kari, he had to fight.
"MagnaAngemon, attack Angewomon and don't hold back!" The Digidestined of Hope called out.
"You too, Garudamon!" Sora added, hating to attack her friends, but hating more was that they were being used as puppets of an alien parasite.
Doing as TK and Sora had commanded, both Digimon shot at Angewomon, preparing to take her down.
"Phoenix Claw!" Garudamon called out as she prepared to strike down Angewomon with her claws, while MagnaAngemon let out a proud yell as he charged alongside the Digimon of Love with Excalibur.
However, Angewomon was quick to react and created a cross shape, before she called out 'Heaven's Charm', blocking MagnaAngemon and Garudamon's attacks and stopping them in their tracks.
"Heaven's Charge!" Angewomon then exclaimed, creating a ring of pure energy that struck both Digimon, making them cry out from the lash of the attack and were sent plummeting to the ground.
While landing hard, Garudamon did her best to keep both Sora and TK out of harm's way, but realized they were in far greater danger than they thought.
For now Sora, Garudamon, TK and MagnaAngemon were not only against Kari and Angewomon, but the rest of the Digidestined who had lost to Starro, both in their physical and mental battles.
-Back with Tai, WarGreymon and Starro-
"Mega Claw!"
"Splendor Blade!"
Going all out against the other, WarGreymon and Imperialdramon were engaged in deep combat, to which WarGreymon's claws clashed powerfully against the blade of Imperialdramon.
While Starro was driven for his desire to control everything, Tai and WarGreymon were driven by determination, making sure to stop Starro and his plans.
However, despite putting up a good fight, WarGreymon and Tai were distracted when they both heard Sora cry out, making them look in horror to see Kari, who was behind Sora, holding her arms and restraining her, while Angewomon pressed her hand against Sora's face, removing it moments later to reveal a Starro clone attached to it.
"Sora!" Tai cried out, his concern for his girlfriend getting the better of him as he ran over.
Grabbing Sora and holding her close, Tai continued calling out her name, waiting for her to reply.
However, what she said sent a horrid chill through his body.
"Sora is no more. She is merely an extension of Starro the Conqueror." Sora told Tai in an emotionless tone as the Starro clone stared at him.
"No." Tai could only say as he backed away and looked around, finding all his friends had fallen and were now under Starro's control.
And things went from bad to worse when he heard WarGreymon roar out in pain, making Tai look to see Starro had defeated the Digimon of Courage.
Rushing over to WarGreymon, who De-Digivolved back to Agumon, Tai picked Agumon up and did the only thing he could.
He ran away.
Tears fell down his face as he continued, not looking back, for he believed he had failed his friends and himself.
As Tai ran, Angewomon was about to attack, but stopped when Starro spoke.
"Let him leave." Starro commanded, reverting back to Veemon and Wormmon, to which Starro then said through Veemon. Sooner or later, he will be one with us."
"Yes Master Starro." Angewomon replied loyally, before she reverted back to Gatomon, while the other mind controlled Digimon reverted back to their Rookie forms.
With most of the Digidestined under the command of the Conqueror, Gatomon then asked. "Master, what are your new orders?"
To her reply, Starro walked over to the stream and saw there were only a few Starro clones remaining, making him say. "We are to rebuild our forces, through self replication and through mating."
"Understood." Gatomon replied, as she then got on all fours and waited patiently for her Master to use her body once again and impregnate her further, while several couples under Starro's command would also assist in bringing life to more clones.
"Begin reproduction." Starro then ordered, to which Davis, Ken, Izzy and Tentomon obeyed, lay Kari, Yolei, Mimi and Palmon down and started thrusting in and out of them.
While the four couples were mating, Starro turned to Matt and Gabumon, for he had plans for them.
"You two return to the Real World. Find your mates and make them join us so I can bring order to both worlds." Starro commanded, handing Matt two Starro clones, which caused him and Gabumon to nod in reply.
"Yes Master Starro. We shall obey." Both replied, before they headed off.
-Back in the Real World-
Within his dressing room, Jun and Silvermon were waiting for Matt and Gabumon to show up.
"What could be keeping them?" Jun asked her Digimon partner.
"I am unsure, Jun. But try and be patient." Silvermon replied.
Jun sighed, before she smiled and nodded, looking forward to see Gabumon and her boyfriend once again.
It was true, Jun and Matt were dating.
After he and Sora broke up, feeling that their relationship was better when they were just friends, Jun, after becoming a Digidestined and gaining Silvermon as her Digimon partner became more focused upon her new duties, to which she stopped her flirting and her fangirl act around Matt and was eventually welcomed to the Digidestined team.
And after getting to know Jun better, not only did the Odaiba Digidestined see her as a valued ally and friend, but Matt saw her as a beautiful, young woman, causing feelings for her to develop, which lead to them going out on a date, before it wasn't long until they found love in each other's arms, just like Sora did with Tai.
However, after waiting a while longer, the door then opened, making Jun happy to see Matt, until she and Silvermon saw the starfish-like creatures on their faces.
"Matt, what is that?" Jun asked, somewhat worried as she stepped back, while Silvermon, sensing something was off with them, moved forward and braced herself, just in case she had to protect her partner.
"This is proof that we are one with our Master." Matt replied, his tone void of emotion, before holding up his arms, revealing that in ach hand were the same creatures attached to his face and Gabumon's.
"And you too shall join us." Gabumon added, matching the emotionless tone of the Digidestined of Friendship.
Hearing what they had said, Silvermon was about to attack; however, Gabumon suddenly tackled Silvermon and held her down as he got on top of her.
"Gabumon, what are you doing?" She questioned, while struggling against Gabumon's grasp.
However, after Matt lowered himself down and moved his right hand over Silvermon's face, causing the Starro clone to attach to her, Silvermon stopped struggling.
-Upcoming Lemons-
"Forgive my rash behaviour." Silvermon said, shocking Jun, not only because her Digimon's tone now sounded exactly like Matt and Gabumon, but also Gabumon and Silvermon's private areas had exposed themselves from under their fur, pelts and sheaths.
"Use my body to help Master Starro in conquering this world." Silvermon then said, making Gabumon nod in reply, before the Digimon of Friendship claimed Silvermon's lips in a kiss, which made her cheeks flush, before she then kissed Gabumon back. Breaking from the kiss, the Digimon of Friendship brought his head down to the left side of Silvermon's neck and began to kiss, lick and bite lightly around it, which made the fox Digimon moan out in pleasure.
And Silvermon's pleasure only increased when Gabumon placed his paws on her breasts and began to fondle them, while he moved his downwards and began licking between her breasts. "Oh, what you're doing... Ah... Feels so... Ah... Good..." Silvermon moaned in pleasure.
But after several minutes, Gabumon, feeling his urges taking him over, decided it was time for a change of position, in which he ceased his actions on the silver vixen's breasts, gently sat on her stomach, which caused Silvermon's arousal to increase at the sight of Gabumon's unsheathed member, before the Digimon of Friendship placed his paws on the sides of Silvermon's breasts, placed his dick between her breasts and began to move his hips back and forth, which caused his penis to slide between Silvermon's breasts and gave him a great amount of pleasure.
As Gabumon continued to squeeze Silvermon's breasts as his manhood slid between them, Silvermon brought her head forward and began to lick the tip of Gabumon's cock, which caused him to groan in approval.
With the added pleasure of Silvermon's wet tongue on his penis, Gabumon then groaned out. "Silvermon... Ah... I'm going to come soon... Ah... I'm... Ah... I'm cumming...!"
Unable to contain himself, Gabumon let out a loud groan of pleasure, as he came, coating Silvermon in his cum, but before she could say a single word or even move, the Digimon of Friendship quickly grabbed onto Silvermon's hips and repositioned her, so she was on all fours and moaned out loudly as his cock entered the fox Digimon's vagina.
Gabumon felt great amounts of pleasure flow through him while his member was inside the silky wetness of Silvermon's threshold and moaned out. "Silvermon... It... it feels so good..."
Gabumon then began to thrust his member in and out of Silvermon's pussy and soon built up speed and a rhythm with each motion, making Silvermon moan loudly, as Gabumon 's member went deeper and deeper inside with each thrust.
But after several more minutes of Gabumon's member entering and leaving her, Silvermon then felt herself build up to an orgasm, while Gabumon was already feeling her threshold latch down on his member with every thrust he gave as he felt his body begging for relief, to which they couldn't take anymore, causing Silvermon to then let out a loud and erotic scream of ecstasy, while Gabumon cried out in pleasure as they both came at the same time.
Silvermon's released her sexual fluids, covering Gabumon's member, while Gabumon released his seed into Silvermon, knowing he had impregnated her.
-With Matt and Jun-
While Jun was still shocked at what had happened, she backed away fearfully as Matt continued to approach her.
"Matt, stay away from me!" She cried out, before her worries turned to absolute panic when she felt her back press against the wall, leaving her with no room to run away.
"Embrace your fate, Jun." Matt said, pressing his hand and the Starro clone to Jun's face, before he told her. "Join us."
Despite being as stubborn as her brother, Jun was no match for Starro's power and fell under his control almost instantly, causing the eye on the clone to look at Matt.
"All resistance has been removed from this host. I live to serve Master Starro." Jun said, causing a small smirk to appear on the brainwashed Digidestined of Friendship's face.
"Good." Matt said, before relieving himself of his clothing, stripping down until he was completely naked, which caused Jun to do the same, revealing her bare breasts and pussy to her mate.
With both Matt and Jun naked, Matt increased Jun's pleasure as he moved his left hand over Jun's body and began to massage her left breast, while removing his right hand from her chin, down her body and to her womanhood, before thrusting his fingers in and out of Jun's pussy, making her wetter and wetter, while increasing her pleasure and making her moan in Matt's mouth.
Breaking from their kiss, the mind controlled Digidestined of Friendship then moved his head down Jun's body, to her pussy, which he began to lick, which caused the maroon haired girl to moan loudly in pleasure. "Oh, that's it... Oh... Ah... You are so good...!"
But soon, Jun, unable to contain her pleasure, screamed out erotically as she experienced her orgasm, filling Matt's mouth with her love juices, most of which he swallowed.
After making her cum, Matt then stood back up and gave Jun some room, as she recovered from the incredible orgasm the Digidestined of Friendship had given her, allowing her to then take in the sight of Matt's fully erect manhood, to which the maroon haired girl then got on her knees, took a hold of Matt's dick and took all of the brainwashed Digidestined of Friendship's cock into her mouth and began to give him a blowjob, dancing her tongue around Matt's manhood, which made Matt groan in pleasure.
For several minutes, Jun continued her blowjob, filling her ears with the sound of Matt groaning in pleasure and approval.
But soon, Matt felt his orgasm coming, causing him to groan out as he released his load into Jun's mouth.
Removing Matt's cock from her mouth, Matt, deciding to complete their mating and assist their Master, grabbed Jun, held her close to him as he inserted his member into Jun's vagina, before he began to thrust back and forth inside of her.
"Oh, Matt...Ah... Don't stop... Please more... Oh, Matt... Give me more...!" Jun moaned out as she wrapped her slender and sexy legs around his waist and her arms around his shoulders, loving the pleasure her body was feeling.
"Oh, yes... That's it, Jun... Ah... Keep going... You're so... Ah... so good...!"Matt groaned in reply.
As Matt and Jun continued having sex, both of them soon felt their climaxes about to hit them, causing Matt to then let out a loud groan as he filled Jun's womb with his seed.
With their orgasms over, Matt removed his cock from Jun's pussy, making Jun moan, both from the loss of Matt's cock and moaning as her stomach bulged, making it look like Jun was in the late stages of pregnancy, before Silvermon moaned, undergoing the same state as her mind controlled partner.
And then Jun and Silvermon both moaned loudly, lying on their backs as their sexual fluids started to leak out of their pussies at an increased rate, before two exact duplicates of the Starro clones attached to their faces slipped out of their vaginas.
The conquering of Odaiba had begun.
-End Lemons-