No one stopped Lisa as she walked out of that pool. They couldn’t, not even if she didn’t have that smoking gun in her hand. Those impossibly strong strands of loyalty that made all of the Queen’s minions do her bidding had transferred smoothly to Lisa, not that she cared to use them. Well, she had no interest in most of the minions, she quickly corrected as she reached her hand out to Margaret. 

“Come with me,” she said smiling, “We’ll see what we can do to—”

“What did you do?!,” the officer interrupted, horrified. It was the closest anyone came to trying to stop her.

“What you should have done days ago to save us all from this madness,” Lisa answered. The exhaustion in her voice was unmistakable. “Now give me your keys and get the hell out of my way.” 

He complied, even though it looked like he was about to cry. Then she got out of that hotel as fast as her legs could carry her, yanking her friend along as they went. They were both naked, dirty, and tired after the longest night of their young lives. While they walked Lisa was distracted by the darkness that the queen had poured inside her. She could feel herself changing, and she doubted she would feel as kindly to her friend in a few hours as she did now. What she needed was to get away from everyone before she became a monster herself, but she could hardly leave Margaret here either. As they got to the well-lit lobby, Lisa could see that Margaret was already starting to show even though it had only been a few hours since the deputy forced that egg inside her friend. 

Lisa was surprised about everything that had happened to her tonight, but more than anything she was surprised that she was walking naked on the street to steal a police car, and no one was trying to stop her. There was still some shred of shyness deep inside her that cringed as these predators looked at her, but it was overshadowed by a sense of power that made it hard for her to recognize herself. Imperious was never a word that she would have used to describe herself, but as she started the engine and began cruising down main street, she realized that’s what she was: imperious. No one and nothing could stop her now. They couldn’t even slow her down. She was sure the queen had felt the same way in her final moments, so it was a dangerous feeling, but it wasn’t something she could exactly turn off. 

“Where are we going,” Margaret asked finally after they’d been driving for a few minutes. 

“I have no idea,” Lisa confessed, “So if you have any thoughts, please tell me.” All she’d been thinking about so far was wondering if she could bring herself to commit suicide while she still had some measure of control over her actions. What she should do, was let Margaret out, get this car up over a hundred on the highway and then steer straight into a telephone poll. She couldn’t though. She wasn’t sure if that was some alien sense of preservation, her religious upbringing, or both, but offing herself and putting an end to this nightmare was something she just couldn’t bring herself to do, even if it was the best answer. 

“Maybe we could get to help?” Margaret said with a shaky voice, still having trouble thinking for herself after being ordered around so much recently. “You know, like we were going to before?”

“That was a great plan when we were running from the monsters,” Lisa said, “but now we are the monsters. The Queen said the army was coming, so the first thing I need to do is get you away from here before the shooting starts. After that… we’ll see.”

“But won’t it be suspicious if we show up anywhere else naked?” Margaret asked. 

At that comment Lisa visualized just what would happen to a naked young woman that met up with a group of trigger-happy Marines at a roadblock in the middle of nowhere and was surprised to find she was happy with all of the possible scenarios. Blowing her away without asking many questions was the best case of course, but if they ended up taking advantage of her, that wouldn’t be the worst thing in the world either. She was still bitter that she’d waited her whole life - that she’d saved herself for a man she could love completely, only for that bitch of an alien queen to claim her sex. Even if the Queen’s cum wasn’t rewiring her minute by minute and changing her into something closer to alien than human herself, she still would have resented it. A nice gangbang might be just the right thing to wash that resentment away in a torrent of semen and sin…

Lisa shook her head, trying to clear it of those thoughts. That wasn’t something she would think. That was something from the alien inside her. Its changes were small but relentless and she couldn’t escape them. “You’re right.” Lisa said, trying to block out that mental image. “That’s one problem we can fix at least.” 

She pulled over at a clothing store near the edge of town and walked inside looking for something less likely to result in the sex that the shadow inside of her wanted. While she strolled through the front doors, she saw two men spit roasting what must have been a cashier, judging by the shreds of her uniform. 

“Stop that,” she said coldly, “Leave that poor girl alone.” She was almost surprised when they actually listened. They stepped away from the panting twenty something, who obviously was just as displeased as the men that she was suddenly being denied the most amazing sexual experience of her life. 

“Who's going to take care of these big blue balls then, bitch,” he asked angrily. “You?” 

Lisa laughed long and loud as she walked past them. “Thanks. I needed that. Now get the fuck out of here before I make both of you find out if your buddy can plant one of those eggs up your ass instead.” Neither of them followed her and Margaret after that, and from the changing scents of the store she felt as much as smelled she could tell they’d left by the time she’d started down the second aisle. 

Lisa spent a few minutes helping her friend find something roomy that didn’t quite scream maternity, and then she chose the most innocent outfit she could find and then ripped it in several places before putting it on, leaving only the white cotton panties unmolested before she put on the ankle length blue dress and an equally plain bra. She looked at herself in the mirror for a long moment before deciding that she looked perfectly like that girl that was the only survivor left at the end of every horror movie before she turned to leave. 

“Why did you tear up a perfectly good dress,” Margaret asked while they were walking out of the store. “It looked nice.” 

Lisa opened her mouth to respond but was interrupted by the poor clerk frantically masturbating at the front of the store. “Please,” she whimpered, her legs spread wide while she fingered herself. “Please - I need more. I need it so badly.” 

“I know that’s what it feels like now,” Lisa said, stooping next to the poor girl “But it’s going to get better any minute now and then you’re going to hide from these creeps until the army comes okay?” The girl nodded, her frenzied pace already slowing as Lisa’s subtle order took effect. 

She thought about taking the poor girl with her for a moment, but then decided against it and jerked Margaret’s arm toward the car instead. “Come on. We should go.” After that they didn’t stop. Not for half an hour. Not until the lights of Johnsonville were apparent on both sides of the highway. Driving was becoming a real distraction as Lisa struggled to parse new inputs her body was giving her. She could read Margaret’s emotions just from the way she smelled now. She could sense the fear and arousal mixed with the obedience as she struggled between helping her friend and obeying her queen. Lisa on the other hand, struggled with only exhaustion and keeping the car in one lane. Reluctantly she pulled off the interstate here and followed signs for the hospital. She’d hoped to get Margaret further away from their town, but this would have to do, because whatever was growing inside her friend would be ready to hatch in the next few hours and though she didn’t know exactly what would happen then, she doubted that it would end well for Margaret. 

She parked the police car at the emergency entrance and helped Margaret inside, easily pushing past the full waiting room. With a few authoritative words, a nurse escorted both of them to an empty operating room and went to find them a surgeon. Everyone else could wait. 

“What’s going to happen,” Margaret asked finally. 

“We’re going to get you the help you need.” Lisa answered, intentionally vague as she helped her friend onto the bed. She could feel the pull of the alien biology even now and it was impossible to miss that Margaret was happy to be a willing host for whatever was growing inside of her, even if she didn’t survive the experience. 

“Help?” Margaret asked.

“Yeah,” Lisa said, kissing her on the forehead, “And then I’ve got to go.”

“You’re leaving me?” Margaret asked, tears welling up in her eyes. 

“Only for a little while,” Lisa lied, “Once I figure out what’s going on, I’ll be back for you.” Lisa lied. She doubted she’d ever be back. She doubted that she’d still even be herself tomorrow, but it wouldn’t do to worry her friend. “You’re going to take a little nap now and when you wake up, you’re going to be all better, okay?

“Okay,” Margaret mumbled dreamily, slumping against Lisa. Lisa held her friend for a long moment, appreciating what was probably their last time together. She kissed her softly on the forehead and then eased her down to the exam table just as the doctor and nurse came back. 

“What is the meaning of this young lady,” the old doctor asked, looking at both of them. “I’m not an OBGYN and this hardly looks like an emergency. I don’t know what you told this nurse but—” 

“Be quiet and do as you're told,” Lisa said curtly. She noticed the flicker of resistance on his facial features before he closed his mouth and waited for further instructions. “This girl isn’t pregnant,” she continued. “She has a foreign object growing inside her. I need you to perform an emergency cesarean, remove it, and then give whatever you find to the feds. They’ll be here soon if they aren’t already.”

“What is it we’ll find,” the doctor asked. 

“I don’t have any idea,” Lisa said, “But if anyone asks, tell them the girl it came from died, and then you both need to help her escape. Somewhere far from here. Once you do all that you both should flee too, before whatever happens happens.” 

Neither of them asked any more questions after that. They just got to work, and Lisa walked away as they started preparing to do as she’d told them. In the end this was all she could do for Margaret, and as she walked to her car, she wondered what it was she should do next. Ideally, she’d start driving and never stop, but whatever was happening to her body was taking a terrible toll on her, and she was having trouble keeping her eyes open. So instead of getting back on the highway and driving as far and as fast as she could to escape the roadblocks that were probably already going up, even now - Lisa pulled over at the first crappy hotel she found, told the clerk to give her a vacant room and see that she wasn’t disturbed. 

After that she passed out. She had no idea how long she stayed in that bed. The fever started shortly after she laid down, and she tossed and twisted in a timeless eternity as whatever the queen forced inside her rewrote her genetic code one line at a time. In her dreams she could feel her organs moving around underneath her skin and she was sure that she’d wake up as some hideous monster, with sharp claws and dead eyes, ready to do to other fertile young women what the queen had done with her. She might have slept another day at least if the sound of her door being battered down by a police ram hadn’t woken her up from a sound sleep. 

Lisa sat bolt upright in bed as her motel room door caved in and three men wearing gas masks and pointing automatic rifles burst in. This is where the previous queen would have died, she noted idly, certain that the alien would have issued orders that these men never would have obeyed thanks to their filtration masks, and that they would have shot her dead for her trouble, just as Lisa had. Instead, Lisa did the most human thing she could think of: she suppressed the smile of superiority that had been rising and started crying fearfully before raising her hands and covering her face like the terrified girl she was pretending to be. 

“Please don’t hurt me,” she shrieked. “Please! I didn’t do anything.” 

The real fear and sadness combined with her innocent appearance must have done the trick, but it was only an act. The more she woke up the more she could see that the world would never be the same. When she’d fallen asleep the world had looked as it always had, but now it was entirely different. While she acted on autopilot, she tried to take in the new information that streamed relentlessly into her mind. She could see colors she’d never known before in the near infrared and the UV spectrum and had no trouble seeing every detail of her dark room even while the lights on the SWAT team’s rifles were pointed straight into her eyes. She could see the clouds of pheromones pouring out from the seams of all three of their uniforms. She knew that the one closest to her - presumably the man in charge who actually knew what had happened - was desperately afraid of her, but the other two were confused as to why they were aiming live weapons at a high school girl. 

After a tense moment, the man in the lead raised his fist and the other two lowered their rifles just enough that they weren’t a muscle spasm away from blowing her head off. “Who are you, and why are you driving a cop car?” he yelled, his voice only muffled slightly by his mask. 

“I-I…” Lisa started, before breaking down into tears. “Please don’t hurt me.” she pleaded again, pathetically. 

“I’m not going to hurt you, but you need to answer our questions,” he repeated, this time a little more calmly. She could smell that his fear was practically gone now. She wasn’t what he’d been expecting when he’d broken down the door. 

“My name is Lisa Muller,” she said, her voice quivering in a pitch perfect imitation of terror while her now augmented lizard brain gazed out from behind her frightened mask to try to decide the best way through this situation. “And I escaped when things in Powell started going crazy. My friend and I… I… She…” Lisa broke down sobbing again, satisfied with the effect her tears were having on these men. 

A minute ago, they were on the edge of killing her, but now they wouldn’t be able to pull the trigger even if someone ordered them to. She was safe. Safe to figure out what was happening and what the best way to escape from it was. A part of her deep inside screamed at this line of thinking. Lisa didn’t want to die, and she certainly didn’t want to kill herself, but she’d rather get blown away than escape to become even more inhuman than she’d already become. Death was never an option though. She wanted to live. She wanted to experience what a life with these new powers would be like after spending 18 years as a devoted virgin. 

“It’s okay,” the sergeant said, lowering his gun completely and reaching out his hand for her. “Come with us and we’ll take you to see a doctor. You’re safe now Lisa, It’s over.” She smiled inside even as she reached out to hesitantly take the police officer’s hand. And he led her out of the room to a nighttime parking lot that gave her a small idea of how crazy the world had gotten while she’d been sleeping. The parking lot had several light plants and an impromptu quarantine set up, that was currently being used to screen several of the other guests. As she slowly walked towards it, she saw two Humvees with roof gunners drive past down the desert street. The government was here to stop the aliens, but they were almost certainly too late.

Lisa appeared fearful and obedient, even as she formulated a plan. A quick look around already told her that no one else had been changed. The authorities would need blood tests and hours yet to make that determination, but she already knew she was alone. She also knew that anyone who mattered was already masked, to prevent them from becoming obedient and suggestible from the alien pheromones. But her unfamiliar mind and changed body already had answers for these problems. This was hardly the first planet to fall to the erotic plague, and it probably wouldn’t be the last. Even as she approached the trailer with its masked attendants ready to draw her blood and figure out that she was infected and changed, dangerous new chemicals distilled in glands near the base of her spine made their way to her fingertips. Just because they’d only experienced the haze of lust so far hardly meant that was the only tool she could use to convince people to help her. 

“Right this way miss,” a medical technician said as the officer handed her off to him without a word. “If you’ll just have a seat, I’ll—” but he stopped talking as soon as Lisa collapsed into him.  

“Please… Please prove I’m not one of those things,” she sobbed as she reached up and touched him on his neck between his protective gown and his mask. “Show them that I escaped before they could—” Two officers wrestled her away from the man and forced her down into the chair until she calmed down just as her voice took on a crazed tone, but the damage was done. The technician shook his head as he tried to remember where he was, but he was her creature now.

“Just calm down ma’am,” he started again as he prepared to draw a sample of her blood. “In a few minutes we’ll all know who’s who.”

“I’m sure you’re right,” she said, calming down. “But if you drew my blood and mixed it up with someone else's, everyone still might think…” she trailed off, letting the implication hang there. 

“That won’t happen,” one of the guards said. "The Doc doesn’t make mistakes, do you, Doc?” 

“No, I don’t” he answered, as the needle pierced Lisa’s vein and the tube started filling with dark blood. The guard thought she was asking a question, just as she’d intended, but there was no question in what she’d said. She’d given him an order. Mix these samples up. Make them all think she was clean and someone else was contaminated, and that’s exactly what he did. 

Even as she was being escorted to a holding area, with a dozen other unknown quantities, he was already swapping her samples in the system with the next person in line, and twenty minutes later four marines in full isolation gear dragged that poor unfortunate man off never to be seen again. In the commotion the next person she forced to help her was her jailer. 

“Please sir. I just need to get to my family. My test is clean. I don’t belong here,” she pleaded. All it took was a few words and some chemical coercion and he was smuggling her out the back gate of the chain link pen while all eyes were focused on the scapegoat that was being dragged out kicking and screaming. Even as she darted down the back alley looking for a way out of town, Lisa fumed silently to herself. She’d gotten away, but she’d had to give away her genetic code to do it. Who knew what those humans might be able to learn from that information? She considered the possibilities as a hundred plans danced in her head and each one spiraled out of control from the increasing number of unknowns. The cool bricks felt good as she breathed deeply and struggled to maintain control. 

Why should she care if mankind had an inside track on the monstrous things trying to conquer the world? Lisa wondered. The last thing she wanted to do was help them. She just wanted to get away, make it somewhere safe and what? What would she do then, she wondered. How would she contain the darkness growing inside her?  Part of her wanted to build an army of horrors and pave the way for some future species she couldn’t even fully wrap her mind around. She looked at the empty street in front of her and felt like she was about to have a psychotic break. The human part of her brain just wanted to run and hide from the madness that the world had become, but the alien part just wanted to use the human part to become a better, more undetectable monster. 

The alien inside her was definitely winning. 

When she was alone, even now, she could almost control it, but as soon as she saw another person she could manipulate and change, Lisa fell back into the shadow of the queen, and then she did whatever it wanted. This was her last human thought as she saw a semi-truck round the corner and slowly picked up speed. Heedlessly, she charged out into the street and held her hands up trying to make the driver stop. She must have been quite a sight then, her thin dress practically transparent in his high beams. Each part of her brain thought it was its own idea: Lisa thought that this might be a way to die before she became something truly evil, and the darkness growing inside her thought that a powerful vehicle and a nameless trucker might be just the thing to break free of the checkpoints that were probably already springing up in wider and wider rings around the whole area. 

Sadly, the Queen won, like she always did, and the driver managed to slam on the brakes before he flattened her like the insect she was rapidly becoming. 

“What the hell are you doing girl,” the driver bellowed as she walked calmly around to the driver's side. “I could have killed you!”

“Please,” she said again mechanically, in almost the same desperate pitch she’d used the last few times. “I need to get out of here. The whole world’s going crazy.”

‘I don’t think that’s a good idea,” he said. “I don’t take hitchhikers normally, but the military’s got me hauling this equipment so I definitely can’t do…” he trailed off towards the end as Lisa pulled down her top to reveal an only slightly enhanced pair of tits that held the horny bastard’s attention in an almost hypnotic fashion, even though he couldn’t yet smell her pheromones in his air conditioned cab. 

“No one will know,” she said, with a different sort of desperation heavy in her voice, “I don’t have any money, but I know that no one rides for free…” 

He stared at her for half a minute before he opened the passenger door and hurried her inside while Lisa suppressed a smirk. If he was working for the military, he had to know that sex crazed aliens were on the loose. Someone must have warned him about this sort of danger specifically, but even with that warning he was still willing to risk it all on a roll of the dice. This is why humanity was doomed, she thought, as she climbed up into the cab. Her whole life her parents had lectured her on how this was nothing but a sex addicted fallen world, but nothing had proved the point of their backwards religion more than this sexual apocalypse. Men would do anything to get their dick wet, even if it meant damnation, and women weren’t much better. 

She didn’t say any of this as she slid onto the front bench and smiled winsomely. “You don’t need to stop driving,” she purred as he tried to move to climb into the back of his cab for the promised action. “Not unless a big strong man like you is afraid you can’t keep this truck on the road while I suck him dry.”

“Road head, huh?” he grunted as he put his rig back into gear, “Works for me, but this is just a down payment, you understand. If you want a ride, then I’m getting a ride too - at the first truck stop we come to.” 

“Of course, baby, “Lisa said, licking her lips as she leaned over and maneuvered past his beer belly to start unzipping his fly. She’d been trying to decide which terrible set of gene manipulation powers she wanted to try on this man as her first victim. She could make him irresistible to women and taint his sperm to force them to give birth to her foot soldiers. That was the usual plan that her body was screaming to try, but it struck Lisa as wasteful. That plan meant only half the humans on the planet would be useful in breeding an army. It struck her as far better to make every person she encountered a potential breeder, and if this guy wanted to get a ride, then she would do everything she could to make him the hottest lot lizard around. 

With that thought in mind she inhaled his cock while the engine roared to life. His cock was average at least, but the rest of him was definitely below. Lisa never thought she’d be caught dead sucking the cock of a fat bearded trucker who smelled more than a little ripe, but here she was, gagging on his dick with abandon as he grunted and tried to keep driving straight. She could feel that he was already getting close to cumming, and she could smell his embarrassment at not being able to last longer, but that didn’t stop her from forcing the head of his dick as deep into her throat as she could so she could massage it with her throat. “Holy fuck,” he growled seconds later as he came hard. “You got a mouth on you girl.” 

Lisa didn’t stop though. His cock wouldn’t get soft until she let it, and after everything she’d been through tonight, she wanted to make a dumb bastard like this hurt. She wasn’t going to stop until his balls were bone dry - not that he’d be needing them ever again. In a few hours he’d be a she, and then she could learn the joys of sucking off fat truckers while Lisa used the ensuing chaos to escape further from the powers that be. 

“Whoa now - easy girl,” he said as she started attacking the head of his dick with her sinuous tongue. “We got all night. You don’t have to go for round two so fast. We can take our time with it.” 

Lisa paused mid head bob and slowly lifted her head off of his dick, not bothering to stop stroking it with her fist while she did so. “Here’s the thing, honey. I’m going to need you to keep your eyes on the road and drive. I’m going to devour your sperm while you still have some lying around.”

“Wha-what do you mean?” he asked, fear creeping into his voice to compete with the pleasure that was getting ready to overwhelm him for the second time. 

“What’s it that men like you usually say to girls like me?” she asked rhetorically. “Oh yeah. Just lay back and enjoy it baby, because this is happening and there’s nothing you can do to stop it…”

---

Author's Note: This is the final chapter of the original Downfall. I have started working on the sequel and will be posting new chapters every two to four weeks until it is complete. It is a direct sequel that focuses on Lisa and starts with one of the weirder sex sequences I've ever written, but I love it. 

Even so, my main focus for the next couple months will still be Corruption, and (as always) my non-serial content.