Breaking Jill

This story is a fanfic based on the Resident Evil 3 game. Enjoy~!

WARNING: This story involves mutated bugs/parasites, mild watersports and scat, as well as breeding. Read at your own discretion.

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“Three more days. Then I can kiss this town goodbye.”

Jill couldn’t believe those words had left her mouth just a few hours ago. She’d nearly finished her investigation about Umbrella’s NEST facilities, though none of that mattered anymore…

It’d all started when she’d jolted awake from her recurring nightmare, only to discover that her nightmare had crossed over into reality in a very different, yet equally terrifying form. But the hulking undead…thing that had chased her out of her apartment wasn’t the only monster on the loose.

Raccoon City was completely overrun by the infected; the streets were teeming with screaming chaos. It felt like she’d been running around the neighborhood for ages, constantly dodging shambling zombies while searching for an escape route. It didn’t help that the thing was relentless. While the S.T.A.R.S. member was perfectly capable thanks to her survival skills and military training, armed with just a handgun and a hunting knife, she knew she didn’t stand a chance against it. No matter what she threw at it, it wouldn’t stay down – the thing was unbeatable. 

Having carefully made her way around the neighborhood – twice now – she was starting to lose hope. There were no clear exits. Roads were inaccessible, blockaded by burning rubble or filled with mobs of the undead. She’d tried making her way across town by weaving from building to building, traveling across the rooftops. But that had also been a fruitless endeavor and she was still stuck at square one. She’d even tried the subways, but the stations in the area were a dead end – the tunnels, collapsed. 

The area was getting more dangerous with each passing minute and Jill was starting to wonder if she’d live to see daylight. 

She had one last idea, one last route she hadn’t attempted: the sewers.

Standing before the entrance to the old waterways, Jill fought down a gag as a warm waft of pungent air hit her. “Ugh, it smells like…” Again, she nearly retched as she thought about what she was smelling. Covering her nose and mouth with one hand, she used her flashlight to get a better look at the fetid water below her. “I don’t even wanna think about it,” she murmured resolutely to herself. Don’t think about it Jill, just don’t think about it. Don’t think about the thin, rancid sludge that’s trickling into the sewers. 

Repeating those words – just don’t think about it – in her mind like an incantation, she squared her shoulders and stepped into the murky waters with an involuntary shudder. She was so glad she was wearing her combat boots.

Armed with a handgun and flashlight, she cautiously trudged into the sewers. A few feet in and the waterway started to shift down at a slant. Jill proceeded slowly, taking care to watch her step but the slippery footing thwarted her. With a startled yelp, she felt herself sliding forwards. Rather than falling face down, Jill quickly pitched her weight backwards, falling back against the slick platform and sliding the rest of the way down. 

“Ohhh god,” she groaned in disgust. Looking down at herself, she surveyed her damp clothes with distaste. The water here was halfway up to her knees and lapping eagerly against the back of her calves. From the wet squelch against her toes, she knew she’d just have to come to terms with wading through knee high sewage. 

“I’m definitely burning these clothes,” she muttered darkly to herself. The back of her blue tank top was drenched, along with the back of her jeans and all down one leg. The fabrics clung heavily to her skin, cold and clammy. But it was the stench burning her nostrils that really bothered her. 

Fighting down a gag, she gritted her teeth and steeled herself for the path forwards. It took a bit to gather her willpower, to stoke the remaining embers of determination to fuel her onwards. She reminded herself that there was nowhere left to go. This was her one last option and after all she’d gone through, she wasn’t about to let some dirty water stop her. 

Wading forwards through the muck, she tried to keep her breathing shallow as she breathed through her mouth. Ugh, even then, a foul taste seemed to coat her tongue. Trying to keep her spirits up, Jill was glad that there was at least some light to guide her. Old, dingy light bulbs were strung down either side of the canal revealing grimy, concrete brick walls, mired and stained from years of filth. Garbage was piled up along the sides of the tunnel, loose litter floated around and sometimes brushed up against Jill’s thighs. 

While picking her way through wet trash was disgusting, she was quickly growing accustomed to the nauseating surroundings. It helped that her sense of smell was completely dead now. As she continued, it was clear that the lights weren’t going to last forever – maintenance obviously hadn’t been performed here in ages. Dim lighting soon flickered out into steady darkness as she traveled deeper into the unused sewage tunnels. Soon, her flashlight was the only light source and Jill felt like her world had shrunk down to the feeble globe of light before her.

She wasn’t sure how long she’d been sloshing through the tunnels when she arrived at the first intersection. It couldn’t have been more than 20-30 minutes but who knew. It felt odd to suddenly be in a different space. She’d grown so used to the dim lighting, the endless sound of splashing echoing around her with every step she took…

Which way to go? Her flashlight lit up each tunnel entrance but revealed nothing, just the same murky water as the paths stretched endlessly onwards into unending darkness. Jill had lost all sense of direction by now and there was no way of knowing where the tunnels led. Hoping that Lady Luck was on her side, she continued at random, letting chance decide her fate.

After trudging on for who knows how long – maybe five to fifteen minutes? – Jill noticed that the water was slowly receding and now the foul river only rose up to her calves. Maybe Lady Luck was smiling down at her after all! 

A prickle of unease danced down her spine as something triggered her sixth sense. Something felt…wrong. But that was silly, because nothing was right at the moment. Was she just being paranoid? It felt like she’d been sloshing through the sewers for hours now. At first she’d traveled cautiously, stealthily; constantly stopping to check her surroundings, listening for movement behind her. Eventually, the stifling silence lulled her into a false sense of security.

So why was she feeling jumpy now? What was unconsciously setting her nerves on edge?

It felt like she was being watched…

Slowly, she canvassed the area, her circle of light gliding silently as it revealed her surroundings. The tunnel had widened considerably; no wonder the sewage was more shallow here. The stone walls were still damp and somehow even more grimy, the rocks covered in a film of glistening…wait, what…what is that?

As she panned her flashlight forwards, she saw the beginnings of thin tendrils creeping along the slimy walls. Like gruesome vines of ivy, they grew thicker with every few steps until the tunnel walls were entirely covered in the unnatural growth. Whatever it was, it was…disturbing. Somehow it seemed…alive

Tentatively, she prodded a vine with the tip of her gun. The tendrils were strangely fleshy, making the tunnel walls look like they were covered in a layer of muscle. For a moment, Jill felt like she was literally walking into the belly of a beast. 

She paused, her intuition tingling anxiously again. Alert and tensed for action, Jill waited…and waited…before slowly letting her breath out in a slow stream when nothing happened. She hadn’t even realized she’d been fearfully holding her breath that entire time.

Emboldened, she cautiously reached out and poked the nearest vine lightly before hastily drawing her hand back. Just that brief touch had made all the hair on her arms stand on end as goosebumps covered her skin. Was it just her imagination or did it almost feel warm to the touch? 

No, that couldn’t be. It was just a trick of the mind. 

Despite her self-reassurances, Jill couldn’t help but feel uneasy as she backed away from the walls and continued down the waterway. The further in she traveled, the more wrong the place felt. There were strangely shaped lumps attached to the walls here and there. Jill could only guess that they were piles of garbage, overgrown and covered by the fleshlike tendrils. 

As she ventured onwards, sometimes it almost looked like the walls were pulsing in a subtle, rhythmic beat as her flashlight lit over them. But she knew it was just her imagination…or so she hoped. 

Again, there was that familiar tickle along the back of her neck… 

Jill spun around as her instincts kicked in, gun at the ready. Part of her didn’t actually expect to see anything. 

Her heart skipped a beat when her flashlight lit upon the monster. Clinging to the tunnel ceiling, she might’ve overlooked it if it hadn’t reared up with a screech as she blinded it. Hanging upside down, the creature had six muscular limbs that ended in sharp, mantis-like claws. It was obvious that the insect-like monstrosity had somehow been infected and mutated by the T-virus into its current gruesome form. Its mouth opened outwards to expose a mandibled maw as it let out a hair raising screech. 

Jill only had a second to react as it launched itself at her. 

Oh fuck. She backed away hastily, shooting directly at its shrieking gullet as it rushed towards her. It was faster than she’d expected but she was a good shot and had a steady hand. BANG, bang, bang! The gunshots rang out in quick succession as she aimed for its head. Each tiny explosion sounded deafening in the tunnel. 

Its body jerked backwards as a bullet caught it in the shoulder, then the chest, before splattering straight through its gaping maw. It let out a final earsplitting cry as it crumpled and fell with a resounding splash. Jill grimaced as sewage splattered onto her.

Holstering her gun, she unsheathed her survival knife and quickly lashed out at the creature, slashing and stabbing her knife deeply into the side of its head to ensure it was dead. Satisfied that it wasn’t going to get up again, she took a moment to examine the cadaver more closely. 

Describing it as grotesque felt like a compliment. The monstrosity looked strangely incomplete. Its multi-jointed limbs were awkwardly proportioned and currently skewed at odd angles. Jill noted that it had four limbs that ended in sickle-shaped claws and two hind “feet”. Its body was covered in cracked and torn chitin, exposed muscle tissue gleaming beneath its broken exoskeleton. Not only were its muscles exposed, but some of its organs too. 

Lying dead before her, it gave Jill the strange impression of an inside-out frog spliced with an ant. But based on its weirdly humped back and jumping capability, Jill guessed that it was likely a mutated flea. Before she could poke at it further, the body began to cave in on itself. It took a moment for Jill to realize that the body was disintegrating before her eyes.

She heard the splash before she felt the rancid water lick against the back of her knees. 

Jill spun around and away from it instinctively, trying to put some distance between herself and whatever was behind her. Pivoting on one foot, the other slid against the slick ground to maintain her balance. Knife at the ready, her flashlight veered wildly as she scrambled back. 

Despite her quick reflexes, she found herself face to face with another flea monstrosity. It’d landed behind her and now it towered over her as it rose on its hind legs. Her heart thudded wildly as she took up a defensive stance. The monster’s “mouth” opened outwards with a menacing hiss, almost like a rattlesnake’s warning. Its arms raising up threateningly as it let out a furious shriek. Jill was close enough that she could see down its throat; she didn’t hesitate to hurl her knife straight at it.

It felt like she was moving in slow motion. She saw its sickles slice down towards her as her arm raised up and back before letting her knife fly from her fingertips. As the blade embedded itself into its chest, she was reaching for her gun. But she wasn’t fast enough. 

Its scythelike blades cut into her shoulders, its lower arms slicing against her thighs. Jill sucked a pained breath in sharply through her teeth as she yanked her gun out of its holster and shoved it down the creature’s throat before emptying two rounds through its head. She winced as its body stiffened before slowly falling away from her and finally collapsing into the sewage.

Adrenaline coursed through her veins, making her body feel strangely light…almost floaty. She could feel her heartbeat fluttering a rapid pulse against her neck. Touching her cut shoulder gingerly, her fingers came away bloodied. While she could feel the pain, it was muted – like a slow burn licking at the edges of her mind. Thank goodness for adrenaline. 

Operating on auto-pilot, she holstered her gun and retrieved her knife from the corpse with a squelching wrench. Before she could gather her thoughts and consider next steps, that hair-raising screech echoed ominously down the tunnel towards her. Dread crept down her spine, settling uncomfortably at the pit of her stomach. She quickly sheathed her knife, pulling out her gun again as she turned and flashed her light down the tunnel. 

At first, she saw nothing. Again, there was that strange disorienting sensation of being trapped in a beast’s belly. The fleshy vines continued endlessly down the tunnel like a multitude of skinless snakes. But then she saw the first bit of movement.

Another deformed flea was approaching, its mouth already opened as its mandibles clicked angrily. Its claws dug effortlessly into the wall’s fleshy tendrils as it scuttled rapidly towards her. Jill took aim with her gun, only to pause as movement to the side caught her eye. A quick flick of her light revealed that the initial flea was merely the frontrunner of a swarm.

“Fuck me,” she cursed as she immediately began backtracking. She aimed without hesitation at the closest one and pulled the trigger. Her gunshots rang out one after the other as she aimed and fired. The tunnel filled with echoing booms and the insects’ screeching death cries as they fell from the ceiling and writhed in the sewage. 

Even as one fell, another replaced it. They were a multitude, far too many for Jill to kill. That didn’t stop her from trying. Bang, bang, bang! Her ears rang from the cacophony. She could feel the water swirling around her calves as she backed away as quickly as she could. Despite the ringing in her ears, she was laser focused and her aim was good. Each shot brought a writhing body splashing down.

Click, click, click. It took a second before she realized her clip was empty. Cursing, she threw her useless handgun at the nearest monster before turning to run. At least, she tried to run. Sloshing through the sewage as fast as she could, she knew it’d only be a matter of time before the swarm caught up to her. Reaching for her knife, she held it in a white-knuckled grip. At least she’d go down fighting.

She could hear them gaining on her and it was terrifying. 

It landed before her with a resounding splash, its scythes swinging straight towards her. She managed to dodge but its lower arm nicked her side, easily cutting through the thin fabric of her tank top. She winced at the cut but concentrated on trying to get away. 

It was a futile effort.

It lunged at her from behind. She could see its claws reaching around her, closing in on her. Jill stopped abruptly in her tracks when the scythes circled around her neck, its sharp edges dangerously close to her carotid arteries. Ignoring her survival instincts, she stabbed her knife into its arm with all her strength before jerking it downwards, cutting its scythe clean off! It lurched away from her with a pained cry.

A second flea landed in front of her and reared up aggressively. She slashed at it but it knocked her blade away, sending the dagger flying out of her hand. Like the first monster, it quickly wrapped its upper scythes around her neck. The first flea didn’t seem overly concerned by its missing limb anymore. Instead, it leaned its head over her, shoving the other flea’s head away with an angry series of clicking mandibles. Suddenly, its jaw unhinged, opening impossibly wider. For a second, Jill thought it intended to swallow her whole. 

A long, tubelike proboscis unfurled from the back of its throat, swaying like a lazy snake before straightening itself out…and forcing itself straight past her surprised lips and down her throat! 

Jill dropped her flashlight in shock, plunging the tunnel into a strange watery shadowscape. Her instincts kicked in and her hands flew up to her captive neck as she struggled to pry the creature’s claws away from her. She only managed to cut her hands and neck badly as she choked around its thick appendage. She could feel it pulsing inside her as she gagged on it, almost like a cock cumming down her throat. 

The second flea’s scythes tightened around her neck impatiently, it let out a curt shriek at the flea currently facefucking her and smacked its side. Jill could feel the scythes’ sharp edges pressing against the fragile skin of her slender neck, nicking her soft flesh. 

Jill’s head was pulled backwards as the creature retracted its probe, a sticky milky fluid still leaking from its end spattered across Jill’s face as it slid back into the depths of its mouth. As soon as it left her mouth, Jill’s first instinct was to gasp for breath. But the substance filling her throat and nostrils was gooey and viscous. Despite gasping desperately for air, it felt like she was drowning. 

Instead, she coughed and managed to hack up a creamy glob. All of her movement was earning her various cuts and nicks all along her neck but she barely registered it as sweet, blessed air finally filled her lungs. That first heaving breath was such a relief, she didn’t care that she could feel her own blood trickling warmly down the side of her neck. During that time, the flea holding her captive seemed to be distractedly fending off its eager brethren. She couldn’t be sure as she could barely see in the muted lighting.

But she knew the swarm surrounded her. She could feel their presence all around, hear their anxious chittering echoing everywhere. What she didn’t understand was why they haven’t torn her apart yet. 

The flea that held her captive screeched as it held the others at bay, its middle scythes pointed outwards threateningly. Its jaw unhinged and its tentacle-like probe snaked out of its throat. The way it moved made it seem alive with a mind of its own. Like a snake coiled to attack, it sprung towards her, once again aiming for her mouth. But Jill was ready for it this time.

Turning her face, she tried to keep the probing appendage at bay. But it followed her movements and dribbled wetly against her pursed lips. It didn’t take long for the slimy tube to force its way past her lips and invade her throat. She felt the wet squelches it made as she gagged around the wriggling shaft, unable to actually hear over the bickering din surrounding her. 

Something splashed behind her. She felt its hovering presence before she was able to make out its clicking mandibles floating next to her head. She could see the watery light reflecting off its dripping tentacle from the corner of her eye. It searched blindly beside her, almost as if it were sniffing for her. 

The dribbling tentacle managed to find her arm and began sliding down the side of it, leaving a sticky trail behind. Jill tried to shake it off, she was beyond revolted; sick to her stomach as the other monster unloaded into her mouth. She could feel the viscous liquid oozing down her throat as the tube wriggled and pulsed unnaturally. 

The wandering tentacle slid under her tank top, curling around her torso and slowly wrapping around her ribs. It didn’t seem to be trying to squeeze her, but it certainly kept her held in place. Another splash and another chittering form was hovering near her. Meanwhile, the probe in her throat finally withdrew with a goopy squelch. Her hacking cough seemed to trigger them into a frenzy. 

She heard rather than saw the flea holding her neck get attacked. For a brief moment, she was free to gasp and wheeze as she hacked up more of the creamy slime. The tentacle wrapped around her ribs restricted her breath but at least she was able to gingerly touch her neck. The moment didn’t last long as other mutated fleas quickly clustered around her.

She felt a tentacle wrap around her arm, pulling her towards its chittering maw. Another wrapped around her leg, its hind claw firmly gripping her boot. Filthy water splashed against her face as another pushed itself past the others, its lower claws circling her waist and tugging her forcefully towards it. Jill cried out in pain as she was literally being pulled in different directions.

It dipped its head towards hers at the noise, its slick probe immediately honing in and schlicking past her lips into her ravaged throat. With her free hand, Jill tried to pull the slippery appendage out of her – it was too thick and rubbery to bite through. The tentacle around her ribs was starting to slide over her breasts, squeezing them together over her bra. She felt its slippery tip slide under her bra and over her nipples. The strange way that the tentacles pulsed almost made it feel like it was massaging her tits, rubbing against her nipples until they stood erect despite the utter revulsion Jill felt as its flea brethren splooged down her throat.

The one holding her foot captive had snuck its tentacle up under her pants leg, the snakelike tendril sliding up her calf and around her thigh. Jill’s heart skipped a beat. NO. She began flailing wildly, trying to pull the tentacle out of her throat and trying to yank her leg away at the same time. The arms around her waist tightened to hold her firmly in place. The tentacle circled her thigh and she panicked as another claw wrapped around her other ankle, pulling her legs apart. 

Her scream was a muffled gurgle and it only seemed to excite the chitinous creature occupying her throat, its body twitching strangely as its probe pulsed erratically in her trachea. She felt the other tentacle slide against the gusset of her panties, sidling further upwards to squeeze between her asscheeks. Jill’s struggling only grew more violent, her choked screams more desperate. NO. She was NOT going to let this happen. This was NOT going to happen to her. It couldn’t. 

She coughed as the tube squelched out of her throat; the satiated flea was quickly knocked away and replaced by another. “Get. Off!” she rasped vehemently as she tried to rip her legs free, slapping at the squirming tendrils under her pants with her free hand. The more she moved, the more she struggled, the more she tried to yell and scream in desperation, the more agitated and excited they became. 

The one sliding around her panties seemed to grow impatient, searching for…searching for what? The pieces quickly fell together and Jill realized with a sinking feeling what was happening. 

They were breeding her. 

She squashed the thought down as soon as it crossed her mind. No. NO. This wasn’t happening. 

The side of her jeans suddenly fell open with a swoosh as the flea hooked its claw under the fabric and sliced upwards, freeing her leg. Another tentacle whipped out of the darkness and wrapped around her free arm. Jill suddenly found herself held fully captive, with each of her limbs being insistently tugged in a different direction. 

The tentacle wrapped around her chest felt impossibly long, how could it be so long? As Jill struggled, the two fleas holding her arms captive began fighting each other. Having thoroughly groped her breasts and finding no point of entry, the tentacle squeezing her tits began slithering upwards. Sliding up between her breasts, snaking along her collarbone, curling up around her neck and…

“Gah!” Jill shook her head furiously, trying to shake the tentacle away as it caressed the side of her face. “Gl-nn, gl-urp…nn-oo, nfgh…!!” With the tentacle wrapped around her throat as well, it felt like it was choking her even as she choked on it while it deepthroated her. She felt the tentacle between her legs slip beneath her underwear. Jill shuddered, disgusted by the feeling of the cool, slimy appendage rubbing against and between her labia. 

Unable to wriggle away, Jill’s mind keened a silent scream as she felt the tip of the tentacle probe against the opening of her vagina. No! Nononono! As if it was excited at discovering her entrance, it began rubbing back and forth against her folds in an undulating wave. The goo that she was getting tired of coughing out of her lungs was starting to spew from the tentacle and coat her inner thighs as it rubbed ecstatically between her. 

NO! No, no, nonono! She shrieked the word in her mind repeatedly as she thrashed wildly. But she was starting to tire herself out and the bugs had her held tightly in place. As she gagged and gurgled around the probe fucking her throat, she tensed in silent protest as the tentacle slid into her tight pussy. 

Jill wasn’t wet, but she didn’t need to be. Thighs sticky with viscous goo, the slimy appendage pressed into her without hesitation. Jill screamed when she felt it enter her. Her scream came out as nothing more than a muffled gurgling, but she didn’t care. She couldn’t stand to do nothing…so she screamed…and she thrashed…then she screamed some more. 

She stopped struggling when another tentacle pushed unexpectedly into her asshole. Having never played with her ass before, the feeling of the thick probe stretching her sphincter had Jill screaming even harder as unbidden tears sprang to her eyes. As it pushed into her rectum, her scream cut off as she felt it fill her insides, bringing with it a sharp pain as it stretched her fully. Her legs suddenly felt weak as all her strength leeched out of her. Jill was used to pain, she’d recovered from her fair share of injuries and had a reasonable pain tolerance. But this…this attack from inside her was different. And she didn’t know how to cope.

Despite going limp, Jill didn’t simply slump to the ground. The various tentacles wrapped around her easily held her aloft – some still trying to pull her limbs in different directions, some still plunging and pulsing eagerly inside her stretched holes. For the first time, Jill felt…hopeless. She didn’t even struggle when the tentacle schlurped out of her throat. The creamy fluid leaked out of her mouth, dripping from her lips. It was only her body’s need to breathe that made her involuntarily hack up a glob and clear her airways. Just in time for the next flea’s probe to schlick past her parted lips and pick up the seemingly endless throatfucking. 

Jill withdrew into her mind as despair slowly consumed her. Was this it? Was this how she was going to die? As a broodmare for these…these disgusting mutated flea monstrosities? Down in these labyrinth-like tunnels where no one would ever find her…What if she didn’t die anytime soon? Oh god, what if they somehow managed to keep her alive? What if…she didn’t die?…That thought was too horrifying to even consider.

While Jill’s spirit retreated beneath a dark mental barrier, the fleas took no notice of her sudden lack of fight. But just because Jill’s mind was no longer responsive didn’t mean her body was as well. No, she was still very much involuntarily gagging and choking as she tried to breathe around the tentacle pulsing down her throat. Her stretched ass and pussy were both clenching tightly and squeezing against the tentacles ravaging her holes. For some reason, the tentacle writhing in her ass was extra enthusiastic, pulsing more excitedly than the others. 

Unknown to Jill, the fleas weren’t breeding her like she feared. They were feeding on her. The tentacle in her ass was eagerly absorbing her excrement; this only seemed to cause the tentacle to create more viscous white fluid. There was so much that Jill’s ass could barely contain it. The goo started to drip out of her as the tentacle thrust into her energetically. She could feel the tentacles rubbing against each other inside of her. The frenzied movement seemed to agitate the other and soon both tentacles were vigorously fucking her. 

As the fleas continued raping her with their snakelike probuscis, Jill was starting to fade in and out of consciousness as breathing became more difficult. Her gurgled protests grew weaker as her vision grew darker. The tentacles thrusting between her legs felt like they were trying to rearrange her insides. She felt so incredibly…full as her body struggled to adapt and bear the brunt of the flea’s frenzied assault. 

Suddenly, her ass sagged in relief as the tentacle pulled out with a soft sploosh, leaving thick goo oozing out of her gaping asshole. The sudden relief had her rectum spasming, squirting and spraying out stringy globs of the creamy glue. Her relief was short-lived as something else started to press against her gaping anus…

Ignorance is bliss and in this case, it was a blessing that Jill couldn’t see what was about to tear her ass apart. As the flea’s probe retracted from her oozing hole, the satiated parasite’s lower abdomen began bulging outwards. A thick, fleshy probe began slowly protruding from a dripping slit – it looked almost like an insect’s sting…if the tip of the sting were like the flared head of a horse’s cock. As it continued to grow, it became apparent that the flea was equipped with a barbed sting; the flared head continued down along its length giving the probe a “ribbed” appearance. Lining itself up behind Jill, the flea hooked its arms around her, pulling her ass straight onto the tip of its erect stinger. 

Jill’s mind faintly registered the uncomfortable pulling of her limbs as she was tugged in different directions, but she was suddenly snapped painfully back into her body as the monster dick began spearing into her ass. The pain was like nothing she’d ever experienced before and it had her screaming again. Screaming and spasming. Spasming because her ass felt so full that it was too much to bear, to the point that Jill’s eyes rolled back as she fainted and pissed herself at the same time.

Another tentacle was wriggling excitedly between her legs, quivering and undulating as it soaked up Jill’s urine like a greedy plant thirsty for water. Sated, it withdrew into the shadows. Only for the energized flea to emerge with its dripping shaft glistening in the uncertain light. There was a brief tussle and back and forth of screeching clicks before the flea shoved its way in front of her and unceremoniously forced its pronged probe into her already occupied cunt. Apparently the time for taking turns was over.

Jill’s body contracted wildly as the flea split her pussy wide open, thrusting its ribbed cock into her thoroughly lubed cunt. The pain of being stretched impossibly roused her from her brief faint, bringing her rudely back into her present predicament as the fleas’ helpless fucktoy. 

Her bubbled shrieks came out in an abrupt cough as the tentacle withdrew from her throat. “Please!” She pleaded breathlessly, her voice raspy and thick. “Please, stop,” she sobbed in defeat before her voice pitched up into a pained cry as she felt the flea’s cock press further past her slick labia. Why did she think they’d understand anyway? Her cries were useless.

But she kept screaming anyway.

She screamed as she felt the bulbous tip pop into her stretched ass, plugging into her tightly. Her scream was cut short into another strangled gurgle as yet another tentacle found its way down her throat. The assault was endless.

It felt like Jill’s mind was breaking along with her body, unable to fathom what was happening to her. As each probe pushed deeper into her, she felt every ridge of their ribbed dicks as they filled her unceremoniously. They’re too big. It’s…TOO…BIG!! TOO. MUCH!! But she was the only one who could hear her desperate screams. It was like her body had simply shut down, it no longer knew how to react as the fleas overloaded her senses. Now, all she could do was try desperately to adapt. Either that, or be broken.

Their ridged dicks felt distinctly alien and she could feel every wave and taper as they thrust into her. It felt impossible, like so many arms fisting her up to their elbows. They’re going to break me… How could they reach so deep? Fill her up so much? God, please…please break me…How have they not broken her body yet? It felt like it was thrusting through her womb and straight into her stomach…Just kill me already…

Just as she felt like she was nearly on the edge of drifting into unconsciousness again, the fleas began thrusting and fuck

Accommodating the monster dicks had felt like an impossible task, but she hadn’t imagined the feeling of them pulling out. The feeling of them thrusting as they pushed in and out of her. Despite being stretched and lubed, their probes were so thick that even her loose holes were a tight fit for them. As the probe in her ass pulled out, it felt like it was tearing her insides out, like it was trying to drag her intestines out with it. Only to push back in again, then out…and in…

Her muffled cries turned into strained grunts as they fucked her senseless. She could feel the tentacle wrapped around the probe fucking her sloppy cunt. The feeling of it pulsing and wriggling as the ribbed monstrosity thrust in and out of her pussy was freakishly alien. It felt like she was being pierced right to her core. Almost as if it had pierced straight through her womb and was fucking her stomach. How was she still alive? How could her body handle this torture? 

Another tentacle was pressing greedily against her holes, trying to squeeze itself into her without success. Instead, its movements were constantly brushing against her clit. And it was then that she realized she really must have lost her mind. 

Because for a second. Just a brief second. It almost felt…good.

For just a flicker of a moment, Jill could see herself. As if she were viewing herself from above, she could clearly see herself in her mind’s eye. Practically held aloft by the grotesque fleas’ tentacles, her limbs splayed in painfully awkward directions, her clothes shredded and torn…Tentacles wrapped around her neck as they fucked her throat, tentacles wrapped around her wrists and ankles while snaking higher up along her thighs, immobilized at the knees and elbows. Tentacles squeezing around her breasts and sliding against her clit, all while the two thick probes wrecked her ass and pussy. 

She saw it all so clearly but couldn’t bear to admit it. Admitting it would make it real and this couldn’t be real. This was all just another bad nightmare. It’s just a nightmare. I’m just dreaming.

The fleas’ movements suddenly picked up. There was a jerky urgency to their thrusts now and, inconceivably…she felt them swell inside her. It took a second before her mind could register what was about to happen. No! But her thought was useless as she felt the engorged probes burst within her, bringing her to new heights of fullness. This was all too impossible. 

Her body contracted wildly, squeezing and clenching around their monster cocks as they filled her. Suddenly she was squirting uncontrollably as her entire body convulsed. It felt like every muscle was trying to tense and relax at the same time. Thick rivulets of cum seeped out around the fleas’ stingers before they pulled out of her, the flared appendages slick and covered with their combined fluids. Jill’s body sagged in relief as they pulled out, feeling each flared ridge exiting her with a wet pop before ending with a squelch of gooey splooge leaking out of her obscenely gaped holes, dripping down her thighs and splashing into the sewage water. 

Just as Jill’s vision faded to darkness, she felt a new warmth trickling down her inner thighs. At first she wondered if it was blood. Was she going to literally get fucked to death by these mutated insects? The thought of embracing death was almost welcome. But then she realized she was pissing herself. Pissing after cumming so hard that she was going to black out…

It probably didn’t help that she was slowly suffocating from the tentacle down her throat. 

Either way, she willingly fell into the darkness of unconsciousness happily, desperate to escape this nightmare.

*     *     *     *     *

Time felt suspended down in the dark belly of Raccoon City’s infested sewage system. Deep within its unlit waterways, a tangled nest of flesh-like veins hosted a hive of Drain Deimos. At the heart of the nest, the dank tunnels eventually emptied out into a large open expanse – a circle of tunnels surrounding a gaping maw of darkness. Fetid water streamed out of each tunnel in steady waterfalls, disappearing into the unseen depths below. 

The fleshy tendrils have completely overgrown the entire area, stretching out like an uneven net across the vast opening. Up above, hidden in the darkness, an assortment of oblong lumps are embedded along the ceiling. Clustered together, they looked like cancerous tumors lining a beast’s inner intestines. 

The sound of rushing water echoing in the chamber is deafening, drowning out the lewd squelching noises emanating from the center of the dark alcove. There, strung up in the middle of the platform is glassy-eyed Jill. The tendrils holding her aloft were a part of the same system infesting the sewers. The entire chamber had tendrils criss-crossing throughout it, like a nightmarish spiderweb. 

And Jill hung suspended at the heart of it, fully nude. 

There was no way of telling how much time had passed since her capture – hours or days, possibly even weeks. She’d lost all sense of time long ago. 

Jill’s arms were hoisted above her, bound together at the wrists. Her legs were splayed apart, limbs strung up asymmetrically, bound at her knees and ankles. The strange fleshy vines were wrapped around her breasts, covering parts of her body so that it looked like she was slowly becoming absorbed by the tendrils.

Currently sandwiched between two giant fleas, one rocked beneath her suspended body as it fucked her with its monster dick while another hung from the web as it energetically thrust its massive cock into her grotesquely stretched ass. Two to three tentacles schlurped in and out of Jill’s open mouth on a near constant basis – the smooth, slimy appendages thrusting and wriggling easily into her ravaged throat. 

The Drain Deimos were different than when Jill had first encountered them. No longer hastily fighting amongst themselves, their demeanor was almost…orderly. Observing this would’ve frightened Jill before, but she was beyond caring now. Jill only had one desire and that was to be filled. 

Her muffled gurgles lacked the desperation and urgency of before. The sounds she made now were desperate in a different way, a greedy way…Thankfully, the fleas lined up to satiate her, filling her up so much that her stomach was left bulging. 

Jill’s eyes were glassy and unfocused, threatening to roll back into her head. Tears leaked constantly from her pretty baby blues, streaming down her grimy cheeks to leave behind twin trails. But it wasn’t from pain or devastation. Her eyes were glazed and lost in ecstasy as they ravaged her loose holes. 

Ever since her capture, the hive had been making plenty of use of her. On the rare occasions when her mouth was free to talk, the only sounds coming out of her were guttural moans of pleasure. Sometimes she begged raspingly for more, please more…oh god, harder, please! GOD, please, please FUCK MEE! 

She was never left begging for too long. 

Having grown accustomed to her new symbiotic relationship, it wasn’t until Jill’s stomach had grown so grotesquely large that she realized maybe the fleas weren’t simply filling her up with just anything. Maybe there was actually a reason as to why they’d been “caring” for her so consistently. 

Thinking was something Jill didn’t do much anymore and the wheels turned slowly in her mind as she struggled to put the pieces together. Looking down at her huge, distended stomach, the skin stretched taut across her hard, swollen belly, everything gradually fell into place. 

They were breeding her after all. She’d been right all along! Belatedly, it dawned on her – no wonder her breasts were bigger! 

She was pregnant, but ridiculously so. Her bulging belly looked comically giant compared to her petite frame. Her breasts hung heavily, swollen nipples poking out greedily. Thinking back, Jill could barely remember what her flat, toned abs had looked like. How long has she…been here? How much time’s passed since…


“AHHH!!” Jill squealed in delight as the two fleas thrust deeply into her, the feeling of her holes being filled and stretched to the brim ripped her out of her thoughts. “O-OHHHH GOD! YES!! K-keep going… Don’t… Don-nnghmm” Her eyes rolled back in a daze as she came with a strangled wail, squirting a generous spray of piss as she convulsed. Her body contorted as she came again when the fleas pulled their giant, ribbed dicks out of her gaping holes. 

Jill’s body went limp as she relaxed, panting against her restraints as she practically drooled from pleasure. Her mind felt numb from the endorphins overwhelming her system. God, life was so fucking good now…It was hard to believe that the hive’s cumdump used to be a formidable S.T.A.R.S. member. Anyone who found her now would never recognize the skilled soldier. 

Jill could barely remember her life before the tunnels now. She couldn’t even remember what had brought her here in the first place. As long as the fleas used her, she was happy. More than happy, she was delirious. They brought her through wave after wave of satisfaction; it was endless and she was addicted to it. 

Cumming was guaranteed. Even when she thought she couldn’t cum anymore. She knew better now.  Sometimes it took a bit longer to achieve, but they always pushed her over the edge eventually. Over and over, repeatedly until she finally passed out. Only to wake up to the cycle continuing as she’s brought to another screaming orgasm. 

Maybe that was why she barely realized what was happening as her cunt spasmed. Sometimes she just felt so empty when her holes weren’t filled. It made her clench needily as she squirmed greedily. The thick, viscous goo squirted and spewed out of her with every squeeze of her pelvic muscles. She could feel it dripping slowly down her thighs and she savored the feeling. 

A sharp pain suddenly lanced through her side, startling Jill from her daze. This would’ve concerned the Jill of before, the always alert and perceptive S.T.A.R.S. soldier. But Jill’s relationship with pain had morphed since her capture. It was incomprehensible, but somehow, Jill’s pliable human body had adapted. So many times, she was sure the fleas were going to break her. So many times, it felt like they were literally ripping her apart from the insides. But somehow, she’d grown to relish the torture. It never would’ve crossed her mind that the Drain Deimos were exposing her to the T-virus; never would’ve crossed her mind that her body was literally transforming. 

“AAh-AaAAG-hhn!” The pain gripped her back and lower abdomen again. There was a strange pressure pressing against her pelvis. Her muscles clenched in waves and her cry turned into a moan as she tried in vain to rub her legs together. Glancing down at herself, she could only see her bulging stomach past her swollen tits. She groaned in frustration, unable to get any friction and also denied the pleasure of watching herself squirm as the fleas’ cum dripped out of her gaping cunt. God, how long has it been since the last set of fleas fucked her? It couldn’t have been very long but it somehow felt like forever. 

That wave of pain wracked through her body again, a strange mix of tortured pleasure. What was happening? Why was this happening? The cogs turned slowly in Jill’s dusty mind. By the time realization slowly dawned on her, her contractions were already only a minute apart. She was in labor! How could that be possible though? Had her water broken and she hadn’t even realized? Then again, this wasn’t exactly a normal birth. Holy shit. She was fucking giving birth! The knowledge of her sudden precarious status while undulating through a confused haze of exhilarating pain had Jill barking with laughter when she wasn’t screaming through another particularly strong contraction. 

Somewhere, in the far recesses of her broken mind, one last tiny shred of reason flailed in desperation as she wondered: What the fuck was she supposed to do right now? She was in labor. How did this work again? God, something about breathing. Breathe! Push? BREATHE!

While Jill hyperventilated in hysterics, her contractions were starting to grow more intense, almost like terrible menstrual cramps. Even though her mind was scrambling to comprehend the situation, her body was already working to eject the oversized parasite in her womb. One moment, the contractions would wrack through her lower abdomen. The next would leave her panting as an overwhelming urge to push drowned out the rest of her body’s needs. A strange pressure was slowly building against both her pelvis and rectum. 

A lone flea entered the chamber and picked its way across the webbed flooring towards the shrieking broodmare. Jill didn’t even notice it until she felt its probing tentacle slide up the back of her thigh. “Wha-?” she panted breathlessly, confused yet also excited by the familiar feel of the tentacles she so craved. Her breath hitched in a surprised gasp as the tentacle glided across her dripping cunt. “Wait, nn-o,” she mewled as its dribbling tip smeared against her swollen labia. Despite her weak protest, her hips moved of their own accord as she strained against her bindings to eagerly arch her ass towards it.

A high-pitched, needy whine escaped her throat as she felt the tentacle slide into her gaping pussy. “Oh god, ye-esss…” she moaned ecstatically, so glad that she was finally being filled again. But her moan morphed into a startled cry as another contraction waved through her. It had her clenching reflexively around the tentacle in her vagina and she once again felt that strange urge to push.

Just as she was giving in to that overwhelming need to push, the unexpected feeling of the flea’s giant cock pressing into her ass had Jill screaming. Its thick, tapered head pushed relentlessly into her tight hole even though her muscles were pushing back for all their worth. It felt like she desperately needed to shit but was just getting filled instead. It was strangely satisfying. 

As each ridge of the flea’s monstrous cock pushed into her, the brutal assfucking made the pressure building against her pelvis unbearable. “OHfuck! OHfuck! OHfuck, ohfuckohfuckohfuuu-…” Jill’s babbled screams were a mix of insatiable moans and nonsensical gibberish as she cried for more while also begging repeatedly for it to stop. It felt like the flea was intent on literally fucking its spawn right out of her.

The pressure was too much and Jill faintly registered a tingling, almost burning stinging sensation as her vagina stretched…and stretched…She could feel herself on the verge of fainting, feel her vision fading as her eyes threatened to roll back from the sheer abuse her body was being put through. Faintly, she could hear her own gurgled screams of pained ecstasy filtering through to her fading consciousness. Somewhere at the back of her mind, she gave a contented little happy sigh. The fleas just keep bringing her to new heights, she really should stop being surprised and just be thankful.

As the flea’s thick appendage thrust deeply in and out of her ruined ass, Jill’s gaping pussy was getting wrecked in a whole different manner as the top of her baby’s head began crowning. Jill couldn’t see the birth happening, but she certainly felt it. Soon, it felt like Jill didn’t have to push anymore because the flea was doing it for her. Each thrust had her squealing and clenching, pushing and crying as her pussy stretched further. If this didn’t break her, then she was fucking unbreakable.

Her body was reaching its limits and she must’ve blacked out for a split second because the next thing she knew, all she could feel was slippery wetness coating her inner thighs. She could feel it all emptying out of her even as her ass filled with the flea’s flood of cum. The explosion of sensations – the satisfaction of being filled, the utter relief of the pressure in her abdomen dissipating – sent her reeling over the edge. She came wildly, squeezing the afterbirth out of her messy cunt in a gush. 

Panting and trembling from exertion, Jill moaned weakly as the flea’s massive horse cock pulled out of her. As she reveled in the post-sex haze, her unfocused eyes stared blankly at the creature she’d just birthed. But in the darkness, she could barely see it. Maybe that was for the best, because the slime-covered thing slowly writhing on the webbed vines below, while human-like, was most certainly not human…

It let out a strange, gargled cough followed by a raspy cry. If Jill could see it, she would’ve noticed the wrongness to its features – the thin limbs that tapered out a bit too long, elongated fingers that were surprisingly sharp, the way its spine jutted out bonily. Its head seemed strangely bulbous and overly large. It was probably for the best that Jill couldn’t see its face – its eyes were closed but obviously huge, taking up most of its face. Its mouth clacked open as if easily unhinged; letting out a sharp wail, the creature’s tongue forked out of its mouth. 

Turning towards the noise, Jill smiled sweetly at her child. She finally understood what her purpose was. “Don’t cry, little one,” she cooed blindly in its direction. “Mommy’s going to make you some new brothers and sisters soon…”

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