Chapter 6 - Betrayal

After so many set backs since the first appearance of the Angel System, it seemed everything was coming together for the mutants of Dark Mother. While the remaining heroines were still a nuisance, there was little they could do at this point and if all went well Widow would soon deal with them once and for all. And if she failed it still wouldn't matter in the long run. Their research into the system was nearing completion, and the key to the defender's victory had instead become their breeding slut. Anything they could muster now was simply delaying the inevitable.

Karin grinned as she leaned above a computer screen. Her eyes scanned over all the data they had gathered on the Angel System and she couldn't help but laugh triumphantly at what it told her. It really was a work of genius. "We've got just about everything we need, mother. Once Kyoka arrives, it shouldn't be long before we can start producing our own analogue to the Angel System."

Phantom Lady smirked as she leaned back in her throne. "So soon our greatest obstacle will become our strongest weapon. Good work, Karin."

"Thank you, mother!" Karin responded before sighing. "Now if only Widow could find the remaining Angel units... but I guess it can't be helped. They were hard to find before we managed to capture Moena. No surprise they're even harder to root out now."

"Indeed." The ruler of the castle agreed, closing her eyes briefly before focusing on her daughter. "Speaking of our captive angel, how far have you come towards breaking Moena? Perhaps you can lend Widow a hand if you can coerce her into giving away her friend's identity."

The red eyed woman looked at her over her shoulder with a confident smile. "Oh, don't worry about that, mother. Moena's already my willing slut. Just the promise of our play time gets her so wet I doubt she'll ever want to go back to fighting us, not when she loves being my little fucktoy so much!"

Phantom Lady closed her eyes as her smirk widened. "A fitting role for her for the act of defying Dark Mother. Then I trust you've already begun to interrogate her?"

"Ah, about that..." Karin began as she stood upright and turned to her mother, her face set in a slightly awkward look. She hated disappointing her mother, which was exactly what the information she'd gleaned would do. "I'm afraid she's not going to be all that helpful there..." Seeing her mother's brow furrow as she scrutinized her, she continued, "As it turns out, she doesn't really know anything."

"Anything?" Phantom Lady questioned, her tone demanding an explanation.

"Yes. My best guess is that her relation to Kyoka made her the prime candidate, but they didn't want to risk that she would refuse them. They melded the Angel System into her without her knowledge, along with an alternate personality that took control during her transformation until it was damaged during her battle with Nailkaiser. It's no surprise she didn't know about the new angel, but she didn't even know who that old man was."

"And you're certain she wasn't simply feigning ignorance?" Phantom Lady brow rose as she processed this, receiving an affirmative. She closed her eyes as she said, "I see... disappointing. Nevertheless, a minor setback. I'm sure Kyoka will have the knowledge she lacks." She then chuckled. "The fact that they'd resort to forcing her hand this way just shows how desperate they are."

Karin giggled at that. Humans could do such horrible things in desperation or in the name of whatever they felt was the greater good. Her kind may do things humans would consider awful, dispicable, but at least they were honest about it. And what was more natural than the strong preying on the weak? "That said, seeing that she worked with Ender to save Kyoka, she may know who she is." She licked her lips as she thought of her beautiful pet waiting for her back in her room, no doubt looking forward to her return as much as she was. "I'll be sure to ask the next time I have some fun with her."

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Moena lay on her back on the soft sheets of Karin's bed, feeling far more comfortable than she had in weeks. The mutant's bedroom, its warmth, the soft carpet that padded the floor and the luxurious bed were a vast improvement over her cold, dim cell. She could even stretch her arms out now for the first time in what felt like forever, the manacles that once encased her wrists had been replaced with a single shackle that tied her to the bed by her ankle and its chain was long enough to allow her to roam the whole room and the adjointed bathroom.

Once upon a time she probably would have wanted to strangle Karin with the chain of her shackle as she slept, but now such thoughts couldn't be further from her mind. In fact, she found herself eagerly awaiting the depraved mutant's return. Thoughts of fighting the minions of Dark Mother and protecting the people had faded, replaced by the desire for more of the pleasure that had been forced upon her. While her accommodations were far better than they had been there was still little to do in the room, though she did appreciate free access to the bath, and thus her mind often wandered to the marvelous sensations of the sex they had the previous night, and Karin's promise that she would feel that every day.

She felt her face flush, just the thought was enough to stoke the lust that had become oh so familiar during her stay at the castle. Twice since the mutant had left she had felt a lewd stirring in her core, a pressing need for release that she hadn't held herself back from indulging in, leaving the bed already stained by her juices. Her hand moved to her chest, fondling her breast as she gave a murmur of desire.

She jolted upright and looked to the door as she heard the nob turn. The door creaked open as Karin returned to her room, wearing the same playful smile she always did. "Hey, Moena! Miss me?"

"Welcome back, Karin!" Moena greeted her mistress with a beaming smile. The mutant giggled as she strided to the bed, loving the adoring look the broken heroine gave her. So eager to be in her presence, and no doubt for the debauchery that would follow. A far cry from when she'd first woken up. It only amused her more when Moena began to crawl across the bed towards her.

She placed a hand on Moena's shoulder, halting her, as she leaned down with one knee on the bed, cupping Moena's chin and meeting her eyes. "Well, looks like someone's eager for it. Or maybe you're just looking forward to some attention after I left you alone for most of the day." The rose color that stained Moena's cheeks told her all she needed to know. She leaned in, putting her lips right next to Moena's ear and whispered, "Glad to hear it, you're not the only one who's been waiting for this." Before nipping on her ear lobe, causing Moena to let out a quiet squeal.

Moena's head rolled back, moaning as she felt Karin's free hand grope at her breast, squeezing the malleable flesh between her fingers before pinching at her nipple. The daughter of Phantom Lady took the opportunity to lick at Moena's neck, enjoying the familiar taste while the captured heroine arched her back, pushing her breast into her grip.

"Hehehe~... you really want it, don't you Moena?" The mutant cooed, reveling in Moena's submission. She bent down, capturing her nipple in her mouth and sucking on the sensitive teat, already hardened from arousal and anticipation.

"Yes... Please. give it to me. Do whatever you want, just let me feel it." Moena implored, already basking in the pleasure. Her hand gripped the mutant's head and pulled her into her chest, encouraging her to keep going. Oh, she had been waiting for this. How she had yearned for the touch of her captor. Her old life, before the curtain had been removed and her secret identity had been revealed to her and after seemed so far away now. All she wanted was the to sink into the bliss that Karin gave her.

The mutant approved of her response, smirking before sucking more fervently at the hard nub in her mouth, grazing it with her teeth while she fondled the other. How she loved the sound of a beautiful woman reacting to her touch, that Dark Mother's most worthy foe was now so eager for it, begging for more just made it all the more delicious. She idly wondered what the heroine's milk would taste like as she suckled her soft mound. She couldn't wait to find out.

The hand massaging the heroine's chest slid down her body, ghosting across her skin until it reached her crotch. Her fingers slid between her thighs and rubbed her already wet lower lips, tracing her labia and drawing louder moans from the heroine.

All too soon for Moena's liking, Karin pulled away from her chest and ceased her ministrations of her pussy. She looked down with a questioning, needful gaze while the mutant looked up to her in amusement before pushing her shoulder, forcing her down onto her back. Moena watched, pinned down by her shoulder as Karin reached down and removed her underwear. Grinning down at Angel Blade, Dark Mother's second in command climbed over her and positioned herself over Moena's face, her wet pussy filling her vision and its warm scent enveloping her senses. The mutant chuckled as she hovered inches above her. "Alright Moena, my little sex toy. What I want from you today is to eat me out, then we'll get to the real fun. Do a good job and I'll reward you, ok?" She didn't give the heroine a chance to respond and descended upon her, mashing her crotch against Moena's face.

Moena's surprised cry was muffled as the mutant's juices smeared across her chin. It was only a few moments before she began to do as she was told, her hands grabbing Karin's hips as she began to lick and suck at her pussy in earnest. She lapped up the fluids, moaning as she relished the sweet taste of Karin's quim. She had come to love all smells and flavors associated with sex under Dark Mother's care and she savored every drop that ran into her mouth.

Karin closed her eyes and let out a pleased moan, licking her lips as she felt the tongue tease her labia, just barely slipping between them. "Ah~... yes, that's it. Ohh, you're so eager Moena." She chuckled as she let the pleasure radiating form her pelvis was over her, her hips beginning to gyrate slightly. Her gaze returned to Moena and roamed her body, taking in her heaving chest. She leaned forward, bracing herself on the bed with one hand. "Good girl, here's your reward!"

And with that, she plunged her other hand into Moena's pussy, drawing a loud cry from her that reverberated through her own crotch. Moena paused in her own ministrations for a moment as Karin's finger pumped inside her before her mouth enveloped the mutant's vaginal lips and her tongue buried itself within her, sliding along her inner walls and sampling the taste of her warm slit, slick quim running down her chin.

Phantom Lady's daughter cooed in approval of the broken heroine's efforts and repayed her in kind, slipping her index finger into her snatch and burrowing deep inside, making sure to scrape her nails along every one of the weak points she'd discovered. She could feel Moena's moans vibrating through her, the tongue worming inside her writhing harder, sliding against every fold, every nook and cranny of her cunt.

Moena's spine began to arc as she felt the mutant's palm rub against her clit, those fingers digging into her clenching walls with increasing fervor in return for her own workings. She could feel her core tensing, that wonderful, familiar heat building within her as she and her enemy turned master pushed each other towards climax. Her grip on Karin's hips tightened, trying to her tight to her mouth so she could go as deep as possible. Karin in turn increased her workings, the two forming a ever increasing cycle of debauched pleasure that they continued to ride to their peak all while the heroine who had saved countless women allowed herself to be consumed by the lust burning within her, the ecstasy that had been forced upon her.

There was little remaining of the heroine of the city within her. She had become what Karin had wanted her to since the moment she had defeated her on that roof: her servant, devoted to pleasing her master and reveling in the depraved delights she brought her. Not as broken as the vacant toys that were held in the deeper depths of the castle, kept for breeding and pleasure, but a willing slave loyal to Phantom Lady's daughter. A loyalty she would put to the true test shortly.

In the mean time, Karin purred deep within her throat as Moena worked her hardest to bring her to orgasm. She licked her lips as she felt herself getting closer to climax, thinking to herself what a wonderful pet the girl beneath her had become. Completely submissive, so responsive to her touch, and she'd gotten so good at pleasing her master. She could feel her pet's tunnel gripping her tighter, Moena's hands gripping her hips harder, and knew that she too was approaching her peak. Well, making sure she too experienced that high was the least she could do in return, right?

Higher and higher their passions soared, their motions growing more frenzied as the heat built in their loins, the tingling wonder rising through their spines as the light at the end of the tunnel grew closer and closer until, finally, bliss.

Moena climaxed first, screaming into the mutant's crotch as her body arched, her hips and shoulders digging into the bed as her tunnel clenched and pulsed on her fingers, trying to trap the digits inside her and milk them for a bounty they couldn't give. She trembled in the grip of her orgasm as her sweet juices spilled out around Karin's fingers. The red eyed woman followed suit, closing her eyes and throwing her head back as her hole tightened and her cum flooded Moena's mouth and drenched her face, her screams cutting off as the liquid flowed down her throat. The fallen heroine was completely lost in the taste coating her tongue and the pleasure coursing through her.

Karin cried out in delight as she shivered in orgasm, loving the ecstasy coursing through her and the muffled sounds of the moans Moena let out before they were cut off. She ground herself against the heroine's face, seeking to prolong the sensation coursing through her as long as possible. All the while Moena tried to hold her to her, to extract every drop of her nectar and please her more. And please her it did, such wonderful service deserved more a reward, and the mutant would be all too happy to give it to her.

When they came down, both went limp as the room became silent save for Karin's heavy breaths as they basked in the afterglow. After a few moments, she rose off of Moena, the girl gasping as she could now breath in earnest. She floated through a sea of rapture, her eyes closed as a pleasent buzz filled her body. Why had she ever fought such wonderful feelings?

She could feel the bed shifting beneath her as Karin moved down between her legs and turned to face her, but it didn't disturb her nearly enough to wake her from her haze. Nor did the sound of the mutant giggling as she took in the gratified look on her face, bringing her soaked digits to her mouth and partaking in the familiar flavor of her juices. It wasn't until she heard Karin disrobe that she finally looked up to see the mutant naked on her knees above her.

"Mmm... Wonderful as always, my little fucktoy. You've become such a prefect pet~." Phantom Lady's daughter purred as she loomed over her captive, smirking as she plunged two of her fingers back into her pussy, causing the heroine to cry out. "Hehehe~ Sounds like you're not quite satisfied yet. What do you say? Up for more?"

Moena nodded, whimpering a little under Karin's ministrations. "Y- yes. Please, I... I want to feel more."

Karin licked her lips and laid down upon her, crushing her tan breasts against Moena's creamy ones as she put her lips at the ear of her gorgeous captive. The heroine felt something familiar, something hot, thick and hard rub against her crotch as the mutant's cock emerged from her pussy sliding along her slick labia and sending a shiver up her spine as it throbbed against her with the mutant's desire. "Do you want me inside you?" She whispered huskily, wanting to stick it into her beautiful captive just as much as her captive wanted to be filled with dick. "Do you want me to fill you with my hot, gooey cum? Tell me how badly you want it. I love to hear you beg."

Eager to please her mistress and just as eager for the reward to follow, Moena cried. "Do it! Please! I need it! Put it in me and fuck me, Karin!"

The red eyed woman grinned at the broken girl's plea and rose up, gripped the heroine's thighs and raising her legs. She shifted her hips until her pulsing head rubbed against her lower lips. "Gladly." And then she plunged it inside with one quick lunge, casing Moena to cry out in pleasure as she felt herself speared by the fat piece of meat, setting her nerves aflame as it stretched out her tunnel until it's head prodded her cervix. Karin gave a low moan of delight as she once again felt this woman's exquisite body surrounding her sensitive length, her warm, slick muscles, pulsing and squeezing around her. She wasted little time, savoring the sensation for only a moment or two before rearing her hips back, the heroine's warm fluids dripping from her exposed length, and then driving forward, filling the room with the heroine's cries of utter joy. Moena gripped at the sheets, tossing her head back and forth as the ecstasy she'd been longing for washed over her.

The mutant thrust herself into Moena again and again with slow, deliberate pumps of her hips as she took in the sight of her beautiful, flushed features, her luscious breasts bouncing each time their glistening bodies collided. The sound of her basking in the lust and pleasure she brought her never failed to bring her own desire to a high and her pussy was so warm and tight and wet, twitching around her with the heroine's arousal sending such enticing sensations through her being. Moena was truly the greatest prize in the castle, the crowning jewel of Dark Mother's conquest, and she belonged to her.

As the two beauties sunk deeper into the depraved pleasures the mutants reveled in Moena writhed in pleasure, allowing herself to be fucked into a stupor by her former enemy. Karin she shifted her grip, holding onto Moena's hips as she began to pound into her harder. Moena immediately wrapped her legs around the mutant, pulling her in, trying to encourage her to speed up as she bucked her hips to Karin's rhythm and moaning at the heightened sensations, her tunnel wringing the thick invader harder with rippling contractions.

Karin groaned at her eager encouragement. "Ah, yes. That's the way, Moena. Show me how much you love it."

"It, it's so good. Keep going! Give it all to me!" Moena cried as she felt that huge cock scraping against her walls, tantalizing every inch of her channel. "Fuck me! Fuck me harder!"

The mutant chortled before coming to a halt as she raised Moena's right leg and turned her onto her side, moving to straddle her other leg before thrust into her again, harder and faster than before but still oh so slow compared to what she wanted. Angel Blade gasped and groaned as Phantom Lady's daughter bored into her from a new angle.  She could feel the sensations the sensual heat building with in her with every wet squelch, every time the shaft plowed through her walls and poked her so wonderfully deep inside, and she loved every moment of it. She was lost, utterly entranced by the pleasure of the debauchery her life had been consumed by and that she wanted nothing more than to enjoy it for the rest of her days.

Karin groaned, her breathing beginning to grow heavy as their passions slowly began to burn hotter. She grinned as she rewarded the heroine's enthusiasm by reaching down and gripping her breast, kneading it, loving the feeling of that soft, malleable flesh molding between her fingers before pinching her nipple. Moena's cries grew louder, her tunnel squeezing harder in response to her ministrations. It was practically begging for her to plant her seed inside her, but she had no intention of giving it up just yet. It was just about time for her to see just how thoroughly broken Moena really was. If she was truly and completely her's. Still, she began to speed up, going harder and faster as her own need grew.

Beads of sweat rolled down the bodies, heat building within them as each wet slap that filled the room. The red eyed woman gradually sped up, fucking her more and more fervently as the air grew hotter, heavier with their lust and former enemies, now mistress and slave, savored their debauchery, the rising tide of ecstasy and all the sweet feelings rolling through their forms centered on their groins. Their moans and cries grew in volume as the coils within their bodies grew tighter and tighter.

Karin could feel it building up within her, her seed beginning to gather in her crotch and getting ready to fill Moena. She could tell that the pleasure was starting to overwhelm her captive too, her body beginning to tense as she gripped at her tighter, trying to trap her inside. Deciding it was about time, she rolled Moena onto her stomach and then lifted her up. The room spun to the heroine and before she knew it, she was sitting in Karin's lap, the mutant's hands squeezing her breasts and teasing her nipples as her own pillowy bosom flattened against her back, causing Moena to moan softly.

"Hehehe~... you really love this don't you?" Karin cooed into Moena's ear as the heroine looked back at her over her shoulder. "Take a look." Unhesitatingly, Moena obeyed and followed her gaze and found she was facing the mirror. Karin took that opportunity to thrust up into Moena causing her to cry out, lust overcoming her features and forcing the Moonlight Knight to behold the sight of her own . "You're making such a dirty face right now. This is you now, Moena. Angel Blade, loyal slut of Mistress Karin!"

She began to pump her hips up and bounce Moena in her lap, one hand wrapped around her torso and playing with her chest while the other slid down to her crotch and rubbed agianst her clit, pinching it between her third and middle fingers. The heroine couldn't help but vocalize her pleasure even as her eyes couldn't tear themselves away from her reflection, from the hungry desire and ecstasy written all over her face. A quiet part of her rebelled against this image, but all too soon it vanished entirely under the weight of the euphoria bearing down on her. If it meant that she could feel this every day, then she would embrace this new reflection.

The red eyed woman laughed when she saw not a hint of concern nor disgust at her reflection, only joy in Moena's expression. She rewarded her with another pinch to her sensative button, drawing a louder cry from her as the mutant began to lick at the nape of her neck, speeding up as she groaned, feeling herself nearing her peak. She could tell the heroine was getting close too. Her cries were escalating as her tongue hung from her mouth, her channel twitching around her as they neared the end. Every push into her, every time she slid out, every time her clit was pinched between Karin's fingers and her walls squeezed in response brought them closer and closer.

"Mmm... Say Moena... did you ever... want to have fun with Ender?" Karin asked through heavy breaths. "I bet you two could have had a lot of fun."

"W- what?" Moena responded through her gasps. "I... She..."

"Really? That's surprising." Karin replied, before nipping at Moena's ear causing her to yelp. "Tell me... does she look different outside her angel form, like you?"

A part of Moena began to grow concerned about where this line of questioning was headed. "N- no, she..." She didn't know what to say and just tailed off.

"Do you know who she is? It would please your mistress so much if she knew who was causing her so much trouble." Karin murmured, giggling. Moena didn't respond and it was then that the mutant stopped moving entirely, her arms wrapped around her and pinning her own arms to her sides.

"Noooo..." Moena whined, trying to thrust but locked by the mutant's strong grip. She could feel her climax ebbing away.

"Sounds like you know something."  Karin said with amusement, ignoring her own need as her own orgasm began to fade. "Who is she?" Moena didn't answer. "Come on, I know you were close. Don't you want to finish?"

She didn't even give Moena a chance to respond. She reared back her hips and bean to rapidly plunged back into Moena, going full bore form the first, causing Moena to cry out as she quickly stoked the fire within them back to another near climax. Then, as she felt her own length begin to pulse more strongly as their bodies tensed, she once again came to an abrupt halt.

"Ahh... please. Don't stop. Finish me!" Moena begged as she thrashed futilely in the mutant's arms.

"Not until you answer my question." Karin replied teasingly. "Come on, just give me a name."

The mutant held Moena too tightly for her to even try to finish herself off and only began to move again when the burning need for the blissful explosion had once again started to fade. Once more she began to pump up into her rapidly, jabbing at her cervix as she pushed them both higher and higher. It was maddening, to come so close but be denied the height of pleasure. But the cost was high, beyond her own submission. Would she really doom a woman she admired, a friend, to the same fate?

Moena couldn't take it. There was so little left of the heroine who called herself the Moonlight Knight, and whatever remained crumbled in the face of yet again being denied her peak. "Shaiya!"

Karin laughed and gave Moena what she wanted, pushing up into her harder, one arm continued to clutch at Moena while the other returned to her crotch and played with the hard button of her clitoris, seeking to reward them both with a swift orgasm. "You just sold your friend out for a fuck! You're such a slut! I bet they wouldn't even take you back if you wanted to now!"

"I don't care! Just give it to me! Let me cuuuum!"

"You can't go back now, Moena! Now you're all mine!" Karin declared through heated pants. "Say it! Say you're mine!"

"Yes! I'm Karin's slut!" Moena declared, the words oh so alluring her mistress, so pleasing to hear her acknowledge what she'd been since the moment her mother had allowed her to claim her.

Now with no reason to stop, the mutant bounced Moena on her cock faster and faster as she buried her face in Moena's neck, screwing her eyes shut as her breathing grew increasingly ragged, feeling the pressure of her impending climax spreading out from her groin. Her cock swelled and twitched harder inside Moena in preparation for her eruption. The heroine threw her head back and vocalizing her pleasure to the ceiling as she could feel the point of no return growing near, her core growing taught as waves of euphoria radiate from her center, any guilt she might have felt disappearing in the face of her long desired climax.

It was Moena who broke first, when the mutant pinched her clit tightly, sending a spike of elation that bored through her spine and pushed her over the edge. She screamed in rapture as her back arched and her legs kicked out, her body tensing and trembling as her nerves flared with the exhileration of orgasm. Her pulsing channel wrung the massive cock inside her for all it was worth as her juices spilled over its length. Feeling the heroine's wonderfully tight pussy spasming around her was all the mutant needed to join her pet in her high. "I'm cumming!" Karin wailed as she bottomed out inside the heroine and shot a load of hot mutant seed inside of her. Huge wads of thick, sticky spunk pumped up her throbbing pole to paint the heroine's insides white, filling her with warmth.

The pair groaned and mewled in pleasure as their orgasms wore on as Moena's pussy milked Karin's sperm from her with erratic contractions, drawing rope after rope of jizz out to splash against her insides. Angel Blade basked in the feeling of those warm spurts flooding her cunt, filling her womb within a matter of moments. The heat of the thick goo emanating through her body and fueling the fire that burned through her form, feeling each twitch of the dick buried within her and every blast of hot cream spatter within her. Karin was enraptured by the waves of delight coursing through her, the feeling of the heroine's snatch wringing out every drop she could muster. Their shared climax continued until Moena had been filled to the brim, frothy semen spilling out Moena's stretched rim, joining her clear juices in trickling down their hips and staining the sheets beneath them.

When their orgasms trailed off, Moena went limp against Karin, their breathing slowly calming as they recovered.

The mutant grinned at the Moonlight Knight in triumph and fulfillment. "So, her name's Shaiya is it? Really?" She giggled. It was hard not to recognize that name. Anyone who spent a long period of time in the city the blonde called home was bound to see an add or billboard of her at some point. "Thanks a lot, Moena. I'm sure Widow will find that very interesting."

Moena gave no response. She should have been horrified by what she'd done, she should have felt revulsion at herself for giving her that name for any reason, but there was nothing. The heroine was fully broken now, fully consumed by lust and her need for gratification. She thought of little beyond pleasing her mistress, and the rewards doing so brought.

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Completely unaware of the target that had just been painted on her head, Shaiya sat at a circular table within the cobalt walls of Isato's lab in her civilian attire. Joining her were Ayame and a new face. The recent addition to their group was a young scantily dressed cowgirl clad that wore a red stetson hat that matched her round glasses. She wore a white top that was almost like a bra and a blue vest emblazoned with twin guns whose barrels were crossed on her back. Her top bore the green heart emblem that was core to the Angel System, along with blue short shorts with a heart belt buckle, white boots and purple leggings. She had dark skin, green eyes, and blue hair tied in a pair of short pigtails at the back of her head. This new addition to their cricle was Elphie Elfman as she had introduced herself to them a night prior, AKA Angel Beretta.

In light of recent events, not to mention feeling that she'd waited long enough, Ayame insisted that they learn everything they knew about the mutants of Dark Mother. The blonde supermodel almost felt pity for the buxom kunoichi, looking on in horror at what she'd just heard. She had no idea exactly how bad the situation was until now.

"I didn't think this was the only city the mutants were attacking..." Ayame began, staring down at the table with wide eyes as she processed what she'd just been told. "But... I never thought... you're telling me three cities are already under their control?"

Elphie nodded, her expression grim as she explained just what they were up against. "Of course, you'd never know just from looking on the surface. After all, it's so much easier to keep everyone on a leash that they don't know about. The signs are there if you know what to look for; the biggest one being steady streams of disappearing young and attractive girls from places you wouldn't expect, like a college academy for instance, where the investigations don't go anywhere... Our interference forced them out into the open here. Normally they take their victims with them, so they're just rumors in other places if even that."

It made sense, Ayame realized. All the girls they'd found claimed to have been saved by Angel Blade, and frequently the corpse of their attacker was nearby making it impossible to deny. But what if there was no one capable of fighting them? The females mutants looked indistinguishable from normal humans and the males could disguise themselves. Combine that with their ability to control minds, and infiltration would be easy. And if one could reach the position of a trusted official, like the deceased headmaster of Moena's academy... she shuddered as she realized how easy it would be for them to brainwash and snatch up young girls.

While she hadn't known any cities had actually fallen to Dark Mother yet, Shaiya had known there was a possibility without the Angel Units. After giving the kunoichi a chance to absorb the information, the blond picked up where Elphie left off. "Honestly, while some of the other cities have their own groups trying to defend them, nothing they have is nearly as effective as the Angel System. As deeply as they've infiltrated here it's worse in other places, though there are still some they haven't spread to yet thankfully and some others where they don't have much of a grip."

"Dr. Isato intended to mass produce the system and spread it to other cities. That would let us fight them off somewhat, but until we cut the head off the snake, it would probably never end..." Elphie explained, before biting her thumbnail. "But of course, both of those are pipe dreams as long as Moena and Kyoka are in their clutches. Kyoka is the source of the Angel System, so we can't make anymore without her. And Moena's the only one with the potential to defeat Phantom Lady."

Ayame grit her teeth as her mind ran through many unpleasant idea of what the mutants had done before looking from one heroine to the other. "Does anyone know why they're doing this? What are they?"

"They're the descendants of the humans who were left down in the smog back when the cities were built." Elphie began to explain, sitting back in her chair. She knew she knew the most about their enemy. "While most of those people were killed by the chemicals, those that managed to survive adapted and mutated through the generations, along with... other things there down there that are even worse." She looked more than a little disturbed by whatever she was thinking of at the end of that statement.

"You mean like that... thing that almost absorbed us in their castle?" Shaiya said, unable to suppress the shiver that went through her as she remembered sinking into it and bearing witness to what remained of its previous victims, mere extensions of its darkness.

"From the sound of it." Elphie nodded.

"So what? It's payback for leaving their ancestors behind then?" The kunoichi asked darkly, her disgust at the creatures clear.

"That's part of it. Greed and lust too. They want to satisfy their desires and take everything that was denied them. Their sex drive is much stronger than a human's and they're used to taking what they want from anyone weaker than them. Survival is another factor."

"Survival?" Shaiya blinked, confused at that statement.

"Of their species." Elphie clarified as she slung her arm around the back of her chair and began to explain.  "The mutants come in three flavors, each rarer than the last." The gunslinger continued, holding up as many fingers for emphasis. "The first are the more bestial males. That's what you've seen the most of. They're strong and can take human form, but that's about it. They can't even speak. They're basically like drones or foot soldiers. The second kind are male too, but they're superior to the drones. They look just as monstrous in their true forms, but have higher abilities like mind control and are much stronger, not to mention that they actually have brains."

"Like the headmaster of Moena's academy then?" Ayame inquired. Elphie gave her an affirmative before continuing.

"Both of them are referred to as Geobloods. Finally you have the females, all hermaphrodites. They don't have monster forms like the males do and superficially appear human, though they sometimes have a few hints to their true nature." Ender immediately through of Nailkaiser's third eye and wings and the horns of the blue haired mutant she'd fought with Moena. "Despite that, they're the strongest by far in every category and have many abilities at their disposal. But you already know what they're capable of by now. They're very small in number, which doesn't exactly give their kind much of a future on their own."

"So part of the reason for their attacks is to reproduce after all?" Ayame asked. She should have been more angry about that, but it was something she'd suspected since discovering they were genetically close to humans.

"Yes, though the male's sperm isn't especially compatible with humans. It's possible they could get their victims pregnant, but not likely... the females on the other hand..." She trailed off, the implication clear.

Ayame couldn't help but breath out a sigh of relief when she remembered that her partner Emily hadn't gotten pregnant.

"Of course, they also want to take over the cities so they can escape the smog." Elphie said, explaining their final motivation. "Like I said, there are all kinds of abominations down there. Things a lot worse than them, but they're no danger to us since they're stuck down on the surface. The toxic environment may not be harmful to them anymore, but surviving still isn't easy while we, the descendants of the ones who left their ancestors down there to rot, live pretty easy lives up here." She then righted herself, placing her hands flat on the table in front of her. "They want what we've built up here; a world free of the horror our ancestors turned the world down below into. And if we don't stop them, they'll take it... and us along with it. We'll all be slaves to their whims."

There was a pause as Ayame took in this information before Shaiya spoke up, voicing something that had dwelled on her since the new girl's explanation began. "I'm surprised old man Isato didn't tell me a lot of that, considering how long I've been working for him." Shaiya stated with a frown, confused at why the newcomer knew so much more than she did. Of course, she knew their origins, but not their motives nor their hierarchy.

"How much did you ask him to tell you?" Elphie asked in return and Shaiya looked slightly embarrassed. That was all the answer they needed. Yes, she'd asked questions, but clearly not as much as she should. Inwardly, the blue haired girl was relieved. There were other reasons she knew so much, reasons she didn't want to share with them yet. As she glanced at Ayame, she amended that. Maybe not ever. Fortunately, there was another explanation for their information. "Besides, we recently came across a traitor... or maybe it's better to say she was betrayed by them. She's gone now, but we made sure to learn everything we could from her before she left."

"Betrayed... Nailkaiser." Ayame's eyes narrowed at that realization, the image of the white haired mutant who had captured her flashing before her eyes. Not wanting to dwell on that subject since the woman was apparently no longer an issue and wanting to return to the subject of the girl who'd saved her, the police girl asked, "Do you know where they would likely keep Moena and Kyoka? Is there anywhere except that castle?"

"Well..." The gunslinger began, her green eyes rising to the ceiling. "They do have other bases and at least one other castle... but those are all beneath the smog or hidden in the cities as far as we know. They'd probably want to keep them close at hand so that counts the latter out, and the smog might kill them... well... unless..." This wasn't going to be easy to hear, she knew.

"Unless what?" Shaiya got a very ominous feeling from the troubled expression on Elphie's face.

"... Their leader, Phantom Lady... she has the power to mutate humans into their kind." The pigtailed girl answered hesitantly.

"WHAT!?" the other women chorused in unison, shock and horror written all over their faces.

Elphie looked down at the table, away from their distressed expressions. One could cleary see the anxiety she felt as she broached this particular subject. "That's something else we learned from Nailkaiser... it's not something she does often. The Angel System in Moena and it's core in Kyoka should protect them if she tries but..."

"But you can't be sure." The blond heroine guessed and Elphie nodded.

"But... but even if they did, there's no way Moena would turn against us! And Kyoka would never serve them after what they did to her!" The brown haired officer declared, her mind still reeling from the thought that Moena or anyone could be turned into one of them..

The blue haired cowgirl just closed her eyes and shook her head. It was clear she ddin't want to talk about this. "I'd like to say that's true but... it's just not the case. If she was turned, she would become an entirely different person. There wouldn't be much, if anything left of who she is now. That's what Nailkaiser said happened to her..."

"Wha-?" Ayame started, choking on her words in shock. "Did you just say... that woman used to be human?"

Elphie nodded, not lifting her gaze. "She didn't remember much... and what she could was vague and she only started to remember recently. She said she remembered running from something... she didn't know where she was or what she was running from, but she remembered she was terrified of it. It was Phantom Lady who saved her, but not out of kindness. There was a price. She transformed her into one of them... it was the last, and only remaining memory of her human life. She couldn't recall anything else from before that. From what Dr. Isato told me, she didn't even know her birth name."

"Then we need to save them as soon as possible!" Ayame declared.

"And we will... once old man Isato's arrangements come through... It's hard, but the fact is we can't do anything right now..." Shaiya said, reminding her of that fact in a reversal of their previous roles. The secret kunoichi sighed and fell back in her seat, trying to let go of the tension that filled her now. The heroine bitterly added. "There's nothing we can do but wait and patrol the city... again."

"Well, I think I can help out with that." Elphie said, brightening up a bit. "Nailkaiser just so happened to tell us all the places they hang their hats in the city."

Shaiya grinned, eager to get some payback on Dark Mother. "Well then, how about we strike while the iron's hot?"

*********************

"Shaiya? Really?" Widow blinked, clearly the redhead was utterly flummoxed by what she'd been told. Not so much that Shaiya had been the woman who had first impeded their progress now that she compared the two. Unlike Moena and her own alter ego she had the same height and build of Angel Ender, but the idea that she had been right in front of them this whole time was more than a little hard to swallow. Her annoyance would only run deeper if she learned that Shaiya had been in her own town on photoshoots in the past.

Karin giggled at the redhead's incredulous response. "Yep! Looking at the two, I'm almost shocked we didn't figure that out sooner. She's a dead ringer for her alter ego."

"You're right about that." Widow cupped her cheek as she stared at the screen, smirking wickedly. "This makes things so much easier. I've already got the perfect idea to draw this gorgeous little butterfly into my web."

Karin's crossed her arms beneath her breasts, lifting the heavy mounds slightly in the process. "Things should all be wrapped up before long. It's almost too bad, it was annoying at times but pretty fun too. Oh well, it was bound to end sooner or later." She leaned forward, grinning widely as she placed her hands on her hips. "Great job with the police chief. The plan might have been a bust in the end thanks to the new angel, but the benefits more than make up for it. It's not you're city I know, but I hope you haven't been slacking on infiltration while you were looking for our wayward angels?"

Widow scoffed she reclined on her bed, propping her head up on her arm. "Of course not. I've had dear Hiroki promote one of our plants to a vacant captain position already, though I won't be advance another for a while. Obviously we can't move to quickly. Nevertheless, he also made it easy to approach the district chiefs."

"Glad to hear it! I'm sure that will make mother very happy!" Karin chirped. "The loss of the academy set us back years over there, but if we can get enough of the officers under our control everything will be much easier. Not to mention it should help us locate anyone else who can interfere like Ayame Fudou. We should have done it a long time ago."

"Well, it shouldn't take me too long to weave my web around them." Widow assured her master's right hand woman/daughter. Then she smirked, her hazel eyes gleaming with anticipation and hunger. "But first it's about time I end our game with the Angel Units. I'm looking forward to it."

Karin giggled, her smile taking on a air of cruelty, recognizing the look on her face. "Looking forward to playing with them, huh? Can't say I blame you. Are you planning to keep one of them as a pet?"

Widow bore her teeth with a wide grin. "Well, with Moena and Kyoka already in our hands we hardly need the prototype and an inferior specimen. Mistress Phantom Lady shouldn't mind, she didn't forbid us from anything with them as she did Angel Blade. Speaking of whom, she must be fully wrapped around your finger if you got her to reveal Ender's identity to us. Having such a perfect specimen as your own personal pet... I'm jealous. Ender and Ayame are certainly gorgeous, but they pale in comparison. But I'll just have to settle, I suppose."

"Actually..." Karin began. "I was thinking of asking mother to turn her into one of us... I think it would be more fun and it would be better in the long run."

Widow's eyes widened, truly surprised. She could certainly see Karin's point, if Moena was truly broken, convertng her into one of their kind would allow them to build her up into a loyal soldier, more than making up for the losses she'd caused them. Not to mention the deliciousness of the idea of turning the city's former protector against her allies. She could almost picture the looks of betrayal and horror on their faces, and it would no doubt entertaining to let her play with her former cohorts after the battle. With that thought, it was almost a shame it would be over before such a thing could come to fruition.

That said, it was still a shock. Moena had killed countless minions of theirs and disrupted an operation years in the making. For all the offenses she'd commited, she deserved nothing more than to serve as a broken slave and breeder.  Her superior must have a great deal of respect for the girl to suggest such a thing, she may even fancy her.

Well, she could somewhat understand why she respected her. Angel Blade was a strong individual. The fact that she would fight with what they now knew of her origins and the fact that she'd fought the aphrodisiacs for so long showed that. And the power she wielded was more than impressive. The mutants hadn't thought anyone save Phantom Lady would be capable of escaping The Chaos. That power, enhanced by their physiology and turned to their side was an appealing idea though even with all the trouble she'd caused, but it didn't hold much value since the Angel Units had been the only adversaries of note they'd faced.

No matter, it was Phantom Lady who would decide whether or not to grant Karin's request...

Speaking of whom...

"By the way, where is Mistress Phantom Lady?" The master of the castle was almost always present when relaying orders and important information.

Karin grinned in amusement as she turned and looked over her shoulder, towards where she knew her mother was. "Oh, she's welcoming Kyoka back to the castle..."

****************

Something was stirring Kyoka from her trauma induced slumber. She felt something familiar, painful, emanating from her nether regions, an aching feeling that began as something large and hard forced its way inside her, spreading her open in an unpleasantly familiar way. The discomfort only grew as seconds passed and with it came a sense of pleasure part of her rebelled against, but still she did not return to consciousness. Slowly but surely however, it became too much to ignore and she found herself beginning to wake up.

She gradually became aware that the sensations rolling through her body was centered around her groin, and that something was was pushing itself into her and pulling out with a rapid thrusting motion, stretching out her vaginal walls as it pierced her all the way to the end of her tunnel. She couldn't help the sense of deja vu as her memories began to return. All she knew was she wanted it to stop. Both whatever was happening and how it was bringing back memories she knew she'd rather leave buried. It felt just like something she'd experienced in the past, the last thing she remembered before...

Her heavy breathing broke into a gasp as her eyes shot full open as it all came back to her. It was the same feeling as when that mutant had raped her, but faster and more aggressive. She cried out from a mix of shock, pain and pleasure as she regained awareness.

The moment she did her mind honed in on the figure looming above her, holding her legs up by her knees and lifting her hips off the cold steel floor of a dark cell. The leader of the mutants, naked save for her mask, her massive breasts, equal in size to her own, jiggling as she thrust her groin into Kyoka's crotch. The ruler of the castle chortled as she saw the look on Kyoka's face, and the captured woman immediately knew what it was that was plowing through her, throbbing against her folds.

"Ah good, you're awake. This is so much less enjoyable when you're not aware." She laughed slightly as she continued to rail Kyoka with strong, steady thrusts, reveling in the feeling of Kyoka's tunnel clenching down on her as she fought against her, squeezing almost painfully tight. The woman tried to thrash against her, her hands gripping thr floor and trying to pull away from the mutant leader, but it was useless against Phantom Lady's inhumanly strong grip. Shortly after the initial burst of fighting spirit had passed, she went limp, her cries trailing off into moans as the thick cock pressed against her cervix. It horrified her to be used like this again, to know she was once again in their clutches, but she knew there was nothing she could do. She wasn't a fighter, and the Angel Unit's Core within her didn't grant her any form of power, never mind a way to fight the mutants let alone their leader.

"I see you've accepted your place." Phantom Lady observed, smirking as she continued to pound away at the woman beneath her. "As you're the root of the greatest obstacles to Dark Mother, you have much to answer for, and you'll pay that debt with your body!"

Kyoka said nothing, trying hard to ignore everything around her and sink into her own little world. It was all the damsel in distress could do, but it was a futile endeavor. Karin had been too much for her, and her mother was far more aggressive than she was. She didn't relish in forcing pleasure on her partner as her daughter did, not outside of the rare occasion she was rewarding one of her subordinates. This was as much a punishment for Kyoka as it was for her own enjoyment, and it showed in her actions, forcing herself into Kyoka so hard each stroke nearly breached her womb, and with neither their physiology nor the aphrodisiacs Karin employed to tame Angel Blade, that brought her more pain than anything, and still she fucked her harder, her hips moving faster and stronger as her breath grew heavy as the sheath around her length squeezed her so wonderfully, almost in a doomed effort to force her out.

The captured woman could only claw at the ground, trying to grip something to take her mind off of what was happening to her, off the agony and ecstasy that warred within her, off the sound of slapping hips and of her wet hole being plugged. Phantom Lady chuckled at her victim's submission, leaning down to grip Kyoka's breast, squeezing that soft flesh between her fingers, drawing louder noises from Kyoka as she abused her body.

Phantom Lady stopped her thrusting, flipping Kyoka over, a tingle rushing through her spine as those arm, tight muscles slid along her cock, and placed her onto her chest before grabbing her arms, hoisting her up onto her knees. She then resumed her fierce bucking ,each impact pushing Kyoka forward and each time the mutant dragged her back to meet her every time she lunged forward, sending loud, wet smacks through the room along with Kyoka's gasping cries.

Kyoka couldn't even try to ignore it anymore, it was too intense, too painful, and all she could do is bear with it as her tunnel was set aflame. She threw her head back and cried out each time Phantom Lady's head slammed into her womb's barrier, her breasts being thrown back and forth with each motion.  She couldn't help but think of her neice, hoping she would rescue her, unaware of how futile that hope was.

Phantom Lady's breathing grew heavier, quiet groans leaving her as the heat built up within her, beginning the rise to climax. "This is going to be your life from this moment forward, Kyoka." The mutant leader declared. "You're going to serve as my toy and bear me another daughter." That caught Kyoka's full attention and she turned back to Phantom Lady with terror in her eyes. The ruler of the castle smirked. "That's right Kyoka. We're going to do this every day until you get pregnant, and even afterwards. And you're going to bear my offspring again, and again, and again until you're body gives out!"

"No!" Kyoka cried, resuming her frantic resistance in the face of Phantom Lady's plans for her. She fought against the mutant's grip on her arms, her legs tensing as she tried to pull away from her as Phantom Lady's thrusting intensified. The thought of being impregnated by one of the monsters that plagued the city, their leader no less, horrified her beyond words. Pushed beyond rational thought, she struggled in vain. "No, please! Don't! Not inside me! Please!"

The only thing her attempt to escape accomplished was forcing the muscles of her folds to clench and shiver around the mutant's length, bringing her climax that much closer. Her cock ached within the captive woman, throbbing with the need to spill her seed. She bucked faster and faster, losing her rhythm as her orgasm drew closer. It was inevitable, and there was nothing that her newest fuck slave could do to escape it. As her pleas trailed off into frantic gasps, Phantom Lady hit her peak. She threw her head back, screwing her eyes shut and letting out a deep groan as she buried her massive member into the hilt and exploded.

Kyoka screamed as she felt the cock buried within her pulsate as hot, thick liquid surged through it and into her pussy, copious spurts of sticky semen splattering against her walls and pouring into her womb. She froze, her body trembling and tears welling up in her eyes while Phantom Lady continued to flood her with an enormous amount of spunk, filling her until she overflowed and viscous white poured from her stretched lips.

Phantom Lady gave a contented sigh when it was over, releasing Kyoka's arms and letting her fall limply to the floor where she lay panting while semen flowed out of her snatch, forming a puddle beneath her, her eyes glassy and unfocused as she wished she was anywhere but there. The mutant observed her for a moment before speaking. "Ah, yes I believe I'll enjoy punishing you for your acts against Dark Mother." The mutant stated. "Though I suppose I should thank you too. The Angel System will no doubt be a huge boon to our future endeavors... as will your niece."

That roused the woman, who turned a horrified gaze to Phantom Lady, who smirked triumphantly. "Yes, we captured her while you were still unconscious. And no one can save her, or you. All of your efforts have come to naught. The cities, and all of the humans within them will soon be ours, and your attempts to stop us will only strengthen our hold."

Now Kyoka felt truly miserable, cursing herself for agreeing to involve her beloved niece in this battle, even if her mother had also agreed. She could only lay their sobbing in silence to the amusement of the mutant leader.

*********************

Shaiya felt a bit better than she had for quite a while as she posed for her photographer, wearing only a white bikini that just barely  and her . Moena and Kyoka's wellbeing still weighed on the back of her mind, but she knew there was nothing she could do until the old man worked out a way to reach Dark Mother's Castle again. At least now she could say they hadn't spent their time idly though. The past few days had been spent destroying every nest of the mutants that Nailkaiser had pointed out before her disappearance. Dozens of mutants had fallen to them in a single night, and it had been very cathartic to deal them such a blow. Unfortunately, after a few nights of this, the mutants wised up and abandoned their remaining bases, likely hiding in human form until a new residence could be found.

There were also a few... disappearances, courtesy of Ayame. Nailkaiser had given them the names of many of their agents across the city, and the kunoichi had made good use of her training to purge their influence from the city. While the female mutants may have been out of her league, geobloods weren't much of a threat to her if they didn't see her coming. Two other respected teachers, shoo-ins for the spot of headmasters at their own academies, several officials, and other figures had actually been mutants in disguise. They had also received a list of individuals who were under their control, and had wondered what to do with it. They didn't want to just kill these people as they hadn't chosen to join the enemy, but as long as they were under the mutant's control they were nearly as much a threat to the city as they were. Ayame's friend and mentor Hiroki wasn't on the list, but they knew he was one now too.

It wasn't much in the grand scheme of things, the mutants they'd slain would be replaced and more plants would appear in time but they had derailed a lot of Dark Mother's long running operations and for a while the city would be a little safer.

For her now, it was business as usual. Supermodel and pop singer by day, heroine patrolling the streets by night.

"Yes! Yes! Excellent! That's exactly what they want to see!" The photographer said as she snapped away, jumping around to get take photos of various different views while Shaiya kneeled down on her knees, her arms crossed over her breasts while staring into the camera with a look that was equal parts innocent and provocative. All of a sudden he stopped and lowered the camera. "Ah...".He began, squinting his eyes and staring at her heart armband.

"What's wrong?" Shaiya asked.

"It's just... that accessory really doesn't go with that outfit..." He shook his head. "Nope! It's no good! Take it off."

"Wha... but this..." Shaiya looked between it and her photographer, trying to think of a way to explain it that wouldn't look suspicious.

"Don't worry about it, it's not like we're going to throw it out. But for now, hand it over." He said, opening and closing his hand as if to say 'gimme'.

Shaiya hesitated. On the one hand, she knew it was very stupid to hand something as important as that over. It hadn't been the first time one of her photographers had pointed it out, but she always felt afraid to actually comply. Without it, she couldn't transform, but how could she explain why she needed it? Against her better judgement, she unbuckled it and gave it to him. What could it hurt? It wasn't like the mutants had her identity after all...