Red force feeds Cassandra her cum, but Blue forces Green out before she can cum in Cassandra's pussy, causing Green to cum on Cassandra's ass and back. Blue mounts her and starts fucking her roughly. Blue cums quickly, and her cum causes Cassandra's ass to grow bigger and for her to sprout a cock paired with massive balls. Her cock is trapped in her leotard, forming a lewd bulge, but her balls spill out. Green takes advantage to ball-fuck Cassandra's new balls, and the stimulation is enough to make Cassandra cum in her leotard. Suddenly, the Queen contacts them psychically, telling them to meet her in the Captain's quarters with any new meat sluts they've captured... which includes Pink, who now has to decide what to do with Kat.
Red, Green, and Blue force their cocks into all of Cassandra's holes, fucking her relentlessly until eventually all three of them cum. Cassandra is immedately brainwashed as she grows a cock almost as big as Anastasia's. Kit sneaks into the med bay to rescue her mother, and while Anastasia greets her with a warm, motherly smile, it's only a few moments before the brainwashed Anastasia grabs Kit and starts fucking her from behind. As she does this, Jenna mounts Anastasia, and then Jenna is mounted by Bianca, creating a fuck train. Meanwhile, Lisette finally manages to escape her bonds and makes a run for it, but she is quickly pursued by the Queen. As Lisette rounds a corner she collides with Nina, caushing Nina to drop her gun. Before explaining what's going on, Lisette grabs the gun and fires at the Queen, hitting her multiple times before the Queen is knocked unconscious. Lisette is left standing over the Queen's unconscious form, as Nina looks on, not sure whether to trust Lisette after what happened earlier.
As Nina escapes she runs into Pink and Kat. Kat tries to explain that Pink is willing to help them, but since Kat has grown a cock by now, Nina assumes she's brainwashed like the rest and doesn't trust them. In a panic, Nina shoots Kat, but she's surprised to see that Pink is worried for Kat (who she's started calling "Goldie" as a term of affection), pinning Nina down. Kat gets up and convinces them to calm down, and Nina and Kat both pleasure Pink to help her relax as Kat explains everything that's going on. Meanwhile, Blue has angry, rough sex with Cassandra... she's not trying to brainwash or impregnate Cassandra, specifically, but rather she's just focused on breaking her spirit. Green and Red are confused by her actions, and they help by trying to keep Blue from doing any permanent damage to the valuable Meat Slut. After this the focus shifts to Kit, who is about to attempt a rescue of her Mother... she's gotten a stun baton, but it only works at short range. She shuts down the power to the lights and activates the night vision in her glasses before heading into the med bay. What happens to her next isn't seen as the focus then shifts to Lisette, who is struggling against the pleasure of her own body... she finally manipulates her cock tendrils to get them to unshackle her, and she leaves her isolation chamber slowly, as her tendrils pleasure her cock constantly while she walks.
Red, Green, and Blue struggle to tame the wild and angry Cassandra... although they're each technically stronger than her, as a security officer she's able to fight back and wrestle them. However, she's finally subdued when Blue rams her massive cock up Cassandra's ass. As they tame Cassandra, Kit enters the med bay to try and communicate with her Mother. Anastasia recognizes her, but her brainwashing is too thorough... Soon Anastasia is ripping off Kit's uniform, and she, Bianca, and Jenna all three start to fuck Kit. As this is going on, Kat is getting to know Pink... Pink reveals that, unlike the other aliens, she can sense the feelings and emotions of the humans... she even manages to sense that Kit has been dominated by the other women. Kat realizes that Lisette is the only chance to rescue everyone, so she convinces Pink to take her to Lisette's isolation chamber, toying with Pink's natural curiosity... lying and saying that she only wants a quick peek. As they near the lab, though, they encounter Nina...
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