Gaze Not Into the T-Abyss: Chapter 3

Breathing heavily through her nose, Jill could barely keep herself conscious. It felt like she was being choked but from the inside of her throat inside of from the outside, and by a far more invasive means. It stretched Jill's neck muscles far further than they've even been stretched before, noticeably bulging out as Rachel's sucker dipper into her chest cavity.

Rachel's sludge coated leach tongue was quite expansive, stretching itself far past Jill's esophagus as it continued to forcefully drain the woman of all her excess fluids - and yet the monstrous woman was craving more than she could acquire with this simple method, yet slow, method. With a hum, Rachel slurped back her extremity, sliding it noisily back out of Jill's lips and into her own mouth again where it disappeared pass her uvula.

As soon as her windpipe was free again Jill went into a coughing fit, clasping her hands around her throat to try and mitigate the raspiness she felt while excess slime trickled down her chin. Cool refreshing air filled her lungs with every inhale, and even though she was thankful for the much needed respite there was a new strange of emptiness that replaced the absence of Rachel's organ. While Jill cleared her throat she could still feel the slime coating her gullet's walls, clinging to it like glue and never letting was a distinct crabby after taste on her tongue that wouldn't go away, and she didn't even like crab, so she had no clue how she knew what it tasted like.

"Are you… *cough*… happy now?" asked Jill, wincing as the tentacle squirming around in her gut shifted around. "Because I'm… *cough* *cough*... getting really tired of this. Parkers is looking for me right this moment, and if he finds me like this with you he'll-!"

Before Jill could finish her threat she took a quick glance down at her hands, and she saw something that made her gasp in shock. Her veins were visible through her skin! They were dark as ink and spreading quickly. Even while she watched on in terror she saw the blackness creeping up them along her arms crawling towards her shoulders, a telltale symptom of T-Abyss virus infection. Jill felt a child going down her spine as she realized that what she feared was already coming to pass, and that meant there was only one way to get out of this unscathed, and even then it might be too late.

"P-Please, Rachel,' begged Jill, looking straight into her eyes; or where she guessed here eyes were. "Let me go! I need the vaccine! If you don't I'll… Mmf… I'll be… Ahh~... I-I don't want to… Mmh~"

Paying little attention to what Jill was trying to say, Rachel continued to slide her tentacle in and out of Jill's pucker,making it sloppier and sloppier as she playfully rubbed against that walnut sized gland under the prostate. Every time it was stimulated it felt to Jill like she was being brought to near orgasm, hence why she was being cut off every few seconds.

"S-stop, please! Ahn~! Rachel! Ooh~! Stop!"

Rachel actually did stop. Mid thrust the tentacle came to a screeching halt, just as Jill's breathing began to become labored. She was so overwhelmed that she could barely lift her head up, instead coming itself on Rachel's big strong shoulders.

"Feel... good?" cooed Rachel's dronish voice as she pressing her lips to Jill's brunet head and kissing it tenderly.

With lips trembling Jill let out a stuttery response. "No." But if she were being honest with herself, like her body was, she would have said "Yes, oh god! Yes!" She couldn't take her mind off of the virus that was probably coursing through her body and playing bongos with her immune system. Even now it was polluting her organs; being pumped through her heart; and making her chest tender to the touch.

Drip.

Jill blinked, slow craning her head to stare down at the chalky white liquid distilling on Rachel's pale stomach. It trickled off to the side and dripped off of Rachel's hip, splashing onto side of the pool. "Wh-where did that come from?" aske Jill, a cold sweat forming on her brow. That's when she noticed that Rachel had been oddly silent.. Tilting her head up, Jill saw Rachel's bottom lip quivering, and while at first she believed that Jill might be crying, she soon saw that drool was spilling from the edges her mouth and a hungry predator light gaze was fixed onto her chest. Curious as to what she was looking at, Jill checked herself.

"?!"

Apparently what Jill had felt wasn't entirely all in her head. Beads of creamy white milk were forming on the tips of her teats and dripping onto Rachel's. Rachel's breathing was heavier than before, and it felt like her heart was pounding against her ear drums.. That sweet succulent sent filled her nostrils and hermind, enforcing her and her most primal impulses to the point she couldn't think of anything else except for those delicious sources of nutrition right in front of her.

"Mine!" Rachel screamed. "Mine! All of it... mine!"

Seizing the stem of Jill's ponytail, Rachel tugged hard on her head and used her other hands to shoved forward against Jill's shoulder blades, thrusting those milk producing chesticles front and center. Without skipping a beat Rachel's ravenous mouth clamped down around one of those leaky nipples and began to suck like a vacuum set on high. Slurping loudly, Rachel soon tasted delicious nectar gushing onto her wasting tongue, where upon she gulped it down greedily. Releasing her grip on Jill's hair, her hand instead switched to squeezing and tugging at Jill's other breast till the milk sprayed gratifyingly outward like a beautifully lewd fountain.

While at first the sharp tug on Jill's head hurt like hell, and she did give a pained yelp, she almost immediately was quieted by the feeling of Rachel's teeth nibbling at her sensitive little chest nub.

Jill couldn't help herself.

She instantly felt like her body was melting into a soft buttery puddle, and she was filled with a yearning to just let Rachel keeping drink away she couldn't explain. Even her breathing settled, more or less, as she felt her mammaries producing more than she could get rid of, and she was more than happy to part with it.

"Rachel… stop…" moaned Jill, eyes clouding over while her hand reached out to rub the back Rachel's head; as if she was a mother with a child. "This… th-this isn't right. My body shouldn't be doing this… but..."

Rachel responded by switching over to Jill's other breast, slurping extra loudly to extract the creamy substance. Despite Jill's earlier inhibitions, she was now completely damp between her thighs. An almost magnetic attraction brought her hip forward rub the front of her shaft against Jill's folds, grazing over the inordinary nubs around the head - and oh god, Rachel fat cock was fucking sensitive. She had never felt this turned on in her life; or in this case, after life? The fresh milk warming her stomach was a huge contributor as well to her increased vigor, spurning her to finally get on to doing what she had always intended to do with Jill since the beginning.

Without puasing her feast, Rachel began to quickly slide her tentacle outside of Jill's loosened asshole, eliciting quite a few lewd sounds as she did it. Jill convulsed as inch by engorged inch slid out of her guts and back into the open air, whimpering as finally the fat bulbous end came out with a wet pop, leaving stretched and agape. It instead began to wound itself around Jill's right leg, tightly gripping it so that it pushed out skindentations in a spiral pattern while Rachel's muscular left arm hooked itself under her left leg and hoisted Jill's body in the air, so that that her juicy, dripping sex hovered directly above Rachel's bitch splitting dick.

Without fanfare, Rachel pulled Jill down as hard as she could, shoving those wet lips apart and punching directly against the womb. Jill's mouth hung open with a shocked lecherous expression on her face.

"Oo-ooh~!" she moaned, feeling her walls clamping down around Rachel's shaft.

Her irises were half crimson as her mind was wiped clean in a second. Blackness were already creeping up the veins of her neck and prodded the the edges of her pupils,the corruption finally starting to take hold. Rachel could even taste the difference in the milk itself as the sweetness became ever present. After plopping her lips from Jill's nipple, leaving a big wet hicky in its wake, Rachel leaned in to whisper something in her ear.

"Your body… is mine," she said, as if it was fact. Then her clawed fingers rung themselves around Jill's small neck and squeezed, not enough to cut off the air completely, but definitely enough that Jill was left gasping and pulling tugging to be let go.

"Mind… also mine."

Roughly, Rachel pushed Jill onto her back, with her head hovering just above the pool's red polluted water. Her brown ponytail dipped inside the pool like a brush, splashing water against the side. The tiles were a bit uncomfortable bits poked Jill's shoulder blades, but she couldn't seem to bring herself to care all too much as Rachel's sharp finger coursed itself over her vertebrae shackle. Despite the immediate dangers present in her situation, she could only make herself make twisted, vulgar expressions as she stared up at Rachel's face pleadingly.

"More importantly..." said Rachel, sliding her ginormous shaft slowly out till only the head was in. "... womb is mine!"

Then Rachel slammed herself in, full hilt. Jill's pupils shrank to the size of pin heads. It felt like her entire intestinal tract had been punched by a bulldozer. Rachel was busy keeping Jill's bottom half up in the air with the tight holds she held on her legs, her own enormous form hunched over in a high functioning mating press. Following the impact of the penetration, Rachel pulled back out for another one, and slammed in just as hard. That's how she worked, with very deliberate yet rough slams, and always with enough force to drive the air out of Jill's lungs again and again.

Rachel's nutsack smacked itself against Jill's ass cheeks, leaving a deep red bruising on the otherwise fair skin. Churning inside of them were enormous quantities of baby batter in the making, building up their stores while Rachel busied herself in permanently shaping Jill's sloppy pussy around the circumference of her dick, figuratively carving her name into those moist, rippling walls. At the moment, Jill was experiencing so much spine curling pleasure that she couldn't even think except to gasp Rachel's name over and over like a montra. She didn't even notice as her hair soaked in the pool's taint and began to change visibly on top of her head. The individual fibers of her brunet hair began to cling together as it molded into a singular shape, eventually turning into something very solid and helmet like, like the carapace of a crustacean.

"Rachel… Oh, Rachel," moaned Jill, her eyes turned fully red in their final moments before the carapace hair folded over them and covered them up. "... don't… stop…. don't stop…. DON'T STOP~!"

Jill's entire insides were churning around as they mutated, and even though for Rachel her transformation was extremely painful, Jill was lucky enough that she was there to help overwhelm those feelings of pure unbridled pleasure. After hearing Jill's fucking hot begging, Rachel went into overdrive and began smashing Jill's dick hungry pussy even harder.

Trying to find something, anything, to hold onto, Jill wrapped both her hands around Rachel's wrist; the one attached to the hand squeezing Jill's windpipe. All those rough bumps on Rachel's dick splitting her open were somehow managing to hit every single sensitive nerve center lining the walls of her pussy. Compared to how good she felt when her ass was being fucked by Rachel's tentacle this was like riding the Devil's dick all way to hell.

Something was occurring underneath Jill's skin that made her toes curl themselves and her body convulse. Dark patches began to appear like blotches on her skin, at first appearing as bruises, but then became more apparent that these were just the start of her mutations. Her skin itself was became very loose slippery, and her lips and nipples were becoming like deep shades of ebony ore. Soon enough, even Rachel could hear faint rumbling noises occurring from the inside of her captive's body. Jill herself was shaking rather violently, almost like she was inside of a drier on the maximum setting. Her skin fell away like globs of jello. It peeled off like a reptile shedding it's skin yet much more grotesque.

"Can't breath…" gasped out Jill, sucking in deep breath. "... so hard to breath… and… thirsty…"

The reason for Jill's breathing troubles became soon apparent, as within her body her lungs were undergoing an evolution. Tiny flaps formed on her skin. Those were her gills - and ger spine was in searing agony as it extended rather violently downard, shifting around many of her major organs. Right above Jill's ass, a tail began to poke out, along with two shiny obsidian colored fins. Jill's new thorax came out after it, curling and twitching around as it slid out. It was almost beautiful, like a mermaids tail, glistening in the pool's light as the hard exterior shook off the old jello skin.

Jill's 'hair' extended down her back, stopping at a length that would reach just above her thighs as pushed itself out from underneath her arms. After a good amount of struggling, and some coxing on Rachel's behalf, two new arms came tearing themselves out of Jill's sides while she screamed as loud as she could. An intense pain filled her mind as she gave birth to them, but with Jill's afflicted brain pain and pleasure were two sides of the same coin, and she found herself clamping down on Rachel's cock as she came for the first time.

"Beautiful," cooed Rachel, pressing her lips to the top of Jill's head as she felt her warm juices spilling over her ballsack. "Soon... perfect~"

"Rachel~..." moaned Jill, curling her legs around Rachel's waist. "Breed me~!"

Her new arms were very insect like, and yet they retained the same number of fingers and thumbs for grabbing things with, but the tips of them were sharp enough to slice through sheets of steel metal - and as more of Jill's old skin came flaking offit was revealed that her old arms changed to look just like her new ones. In fact, nearly all of her old mold had been shed now. Antennas, like from several species of oceanic shrimp, sprouted from her forehead, twitching as they wrapped themselves around Rachel's biceps- and while Jill's new body retained its feminine form, all of her skin was now dark, latex texture, and had pieces of carapace covering pieces of her body like armor. Not all of her body had an exoskeleton though, for example her boobs complete uncovered and were somehow squishier than before, leaving Rachel free to grope and squeeze gallons more milk out of them. Those dark ebony nipples gushed like overflowing fountains as she coaxed more milk out of them, even sucking in one of Rachel's fingers when she pressed down on it by accident.

Just when Rachel felt like her balls were full to burst the round bulbous head of her cock managed to plug itself straight through Jill's cervix and sealed the fate of them both.

"A-Ah… I-I can't hold it in a-any longer~" roared Rachel, feeling her semen tanks about to unleashed their storage. Her hands and tentacle limb clamped down all the harder as her body quaked.

"Then don't," responded Jill, her long forked tongue drooping out from her mouth producing frightening fangs. "Just let it all out in me. Give me all of your spawn, Rachel~"

With one final half thrust, Rachel pushed her body as hard as she could against Jill's mutated body, clamping down hard and pulling her so close they could feel each other's heart beats. Rope after rope of thick, burning hot seed gushed into Jill's womb, filling it up to the brim within mere seconds. Unable to speak, Jill could only shiver and wrap all four of her arms around Rachel's back while her womb was fully and complete inseminated.

"Mmh~ So full~" sighed Jill, humming creepily as her mutated tongue probed around Jill's ear lobe.

Her original human mind had been wiped away by the virus, and even now as Rachel's sperm invaded her eggs all she could think about was doing it again. Rachel was still basking in the after glow, slumped over Jill's crustacean like body while her dick softened up inside of her.

The water lapped serently at the pool's, and not a human, or monster other than them, was in sight.

Years later…

The coast had been blocked off by authorities after an outbreak of monstrous creatures were found stalking the waters. Where these beasts came from nobody knew, but there were rumors started by fishermen who happens to sometimes draw near those waters. They say they sometimes saw a beautiful mermaid like creature out there where the old ships had sunk, and she was always in the throes of passion with this other beautiful jumpsuit wearing maiden. The mermaid's stomach was was completely swollen and it was possible to see her young moving around trying to get out.

Of course, these were only rumors, and nobody could ever agree on what was the real cause..

As for Jill and Rachel? Their names were forgotten long ago.

Sorry about the long wait guys. I hope it was worth it.

I honestly can't tell how good this chapter is but I tried my best because I know there were a lot of people asking for this one.

Anyway, this is the last one. I only originally planned on there being one chapter, and then it became two, and then it became three. Well, it's all done now.

What caused the long wait time? Nothing… I'm just really lazy. . Well also college was a factor.

I hope those that waited are satisfied even though it was a bit rushed. c:

Oh yeah, I also completely forgot about the B-plot. Honestly I didn't have anything planned for that.