Karen fell to her hands and feet as the litter within her jolted her womb. Her belly swelled large enough to hold a full-grown human as her grubs writhed energetically within her. They were almost visible in her belly and Karen felt a wisp of regret that she hadn't mated Kal-El sooner with how strong the babies felt. She bore down with a snarl, shuddering as her water broke and the litter came slithering free of her dilated pussy. Her breasts gushed milk and she clawed the floor as her contracting muscles ejected each fat wormy creature.
Lyta, Atlee and Kate were there to catch each of the beautiful young, six of them in all. Karen smiled proudly as she brought them to her breasts and let them suckle. She laughed a deep booming laugh. Her cousin's last legacy was a half-dozen daughters, all beautiful in her eyes. Their tendrils wrapped around her, strapping them firmly to her body as they fed.
"Come, my children!" Power Girl said, her arms wide. "Be fruitful and multiply!"
The swarm roared in excitement. The three females were immediately and gladly assaulted from all sides, their bodies groped, lips and mouths explored with both tongue and erection. They reciprocated, taking cocks in hand and guiding the lucky ones into their dripping cunts.
Lyta, Kate and Terra quickly fell to all fours, moaning and gasping as they were mated by an endless string of horny, grunting males. Their pussies would have overflowed with sperm had their bodies not let them release a single drop of the precious, creamy fluid. Eyes rolled in orgasm as thick, ribbed cockmeat sawed into their receptive pussies, rasping against their clits.
One by one, they were impregnated, their wombs sloshing with thick semen, their already bulging bellies swinging ponderously. They seemed to swell even larger as the males mated them, new life quickening in their wombs. Their pussies tightened, pushing out the cocks in them as a physiological defense. Navels popped as they grew large and round, and then a gush of warm liquid, followed by squirming as their new brood was born.
The three would have cried out but for the cocks in their mouth. They sucked harder, instinctively knowing they'd need the flood of nutrients to stay healthy for their role. They were rewarded for their enthusiasm with a seemingly endless torrent of the delicious and nutritious male essence, hungrily gulping down the thick fluid. The babies crowned, wriggling free, and the males helpfully placed them at the teats of their mothers, suckling the nourishing milk.
Power Girl watched with interest as her girls got plowed from both ends. They seemed to be getting into a rhythm, so she didn't feel the need to bother them. She stroked her babies as they drank their fill and dropped off each nipple, so she set them on the ground where they could rest before their next feeding. She herself was growing hungry, her stomach rumbling in protest from the birthing process.
She sniffed the air. There was live prey deep inside the crystalline structure. She fell to all six limbs, stalking into the fortress, following the scent. Karen sneered at the Superman robots that attempted to stop her, swatting them away like they were toys. She made her way into a vast chamber separated into habitats, filled with the sounds of animals. Her tongue ran over her serrated sharklike teeth and she dove into one, not caring what it contained.
The creature was a sort of giant burrowing beetle, and it sprung out at her from the soil, surprising her as its bladelike pincers stabbed into her. She snarled at it and tore the pincers free, making the beetle shriek. Karen responded by pouncing on it, flipping it over and tearing into its juicy innards, devouring it until there was naught but an empty shell.
Her next prey was a mastodon-like mammal that she wrestled to exhaustion, followed by a school of aquatic squid-sharks. Karen felt her bones shifting and muscles invigorating, like she was subconsciously evolving into the perfect apex predator. A giant spider was next, something called a Thanagarian snare-beast. She rolled and dodged its stabbing legs and thrusting stinger, her tendons tightening even as she scuttled beneath it to flip it on its back with a sweep of her tail. She cracked it open like a lobster, sucking the succulent meat out of its carapace.
One by one, Power Girl fought the creatures, her physiology changing to adapt to their habitat, growing larger, stronger, and faster. Her neck grew longer to let her swivel her head. She found it easy to stay on all six limbs as her arms shifted to become clawed forelegs. After devouring the Kryptonian thought-beast, she realized she could telepathically sense not just her swarm, but all the life around her. It came in handy when she attacked the Black Mercy in its dim forested enclosure.
It dropped on her, wrapping its tentacles around her neck. She was assaulted by euphoria as she once again envisioned herself soaring through space, sailing on the solar winds, a beautiful and terrible creature a mile long, thousands of tons, her lesser matriarchs floating alongside her, and all around them swarmed their brood, like a plague of locusts. They flew from system to system, finding worlds lush with life and stripping them to bare rock, devouring all organic matter.
The vision was beautiful, but she could sense the Black Mercy feeding on her even as she dreamed. The idea of another using her as food enraged her, and she directed her emotions through the dream, shattering it and stunning the plantlike creature. Karen tore it off her neck with her flexible tongue and ate it whole, grinding it with her molars and gulping it down. She stalked out of the habitat into the fortress proper, her appetite sated for now. She caught a glimpse of herself in the crystalline walls and was amazed at her transformation.
Karen was nearly twenty feet long. She'd gained a lot of muscle but it was hidden beneath a layer of fat. She looked bulky, but powerful. Her legs had become the digitigrade limbs of a predator, balancing on the balls of her feet while her claws had become sickle-like. The muscle and bone of her arms had shifted, becoming forelegs, making her feel more comfortable on all six limbs. Her weight was distributed evenly and her tail gave her balance. Her breasts hung in a row beneath her, ten in all, like a sow. They almost reached her pussy, which was swollen and wet with need, her meaty lips and exposed clit glistening with juice. She ran her claws down her milk line, feeling the luscious, life-sustaining fluid flowing in her. A long line of spikes ran down her spine, and sharp spurs of chitin grew from almost every joint, making her body even more dangerous. What changed the most was her head, however.
Her neck had elongated, becoming thick with muscle to support her head. Karen's skull had shifted, abandoning any resemblance to a human's, becoming bullet-shaped, like a saurian predator. Tendril-hair cascaded behind her horns in layers like a mane, and another horn had sprouted, curving up from the centre of her head. Her jaws looked long and powerful, like a shark's, and she opened her mouth wide, running her tongue over her pearly teeth, each tooth like a serrated steak knife. Her lips were still full and expressive, perhaps the only thing she retained from her human shape. After all, she still wanted to speak.
"I'm beautiful," Karen rumbled in awe. She had transcended her old life, becoming a a creature far beyond what she imagined. She strode back to the main hall, sensing the sweet orgasmic thoughts of her swarm, a smile on her face. At the threshold, the statues of Jor-El and Lara Lor-Van holding the globe of Krypton stood, their faces serene and noble. Karen sneered, rearing up to nearly meet the two statues face-to-face, and roared as she toppled them with a shove. They crashed to the floor, shattering into fragments. Karen laughed aloud, her voice echoing through the halls as she destroyed the last vestige of her old world.