This story contains scenes of sex between humans and aliens, oviposition, unbirthing, merging and transformation.

The USS Progress was too late to save planet Caros from the Borg, and too timely to save itself from the same fate.

Captain Bella Suygraf looked out from the helm viewscreen at the miles-long Cube attacking Caros below. It’s unpleasant hull of exposed giant machinery created a hole of darkness in her screen, broken up only by the twinkle of artificial lights from deep inside the monstrosity. As Borg were beamed down to the planet’s surface in their hundreds and spread like a disease, Bella knew that soon planet Caros would gain the same miserable appearance as the Cube itself.

Not even her Destroyer class vessel could take on a Borg cube single-handedly. The captain had tried escape into warp speed, but a shower of surgically aimed plasma from the floating monolith ripped open the craft engines and shut down almost everything except life support. But the enemy continued to assault her ship with pulsing fire until shields were worn down to zero, and suddenly cut off their weapons before the stricken craft started to take real damage.

It was obvious what the Borg were after - the same as what they were _always_ after. Her, and every other sentient being in the universe, enslaved under their collective. Pulling her attention away from the wails and gunfire shrieks issuing from her communicator, she looked at the phaser in her hand and wondered if she should use it before the monstrous boarding party found their way to the helm. The last action she ever took, to steal from the Borg one thinking mind and all it’s secrets. Everyone in the helm had a phaser, and the same choice, a decision she couldn’t make for them. Assimilation or suicide.

“They’ve reached Deck 9!” shouted Romany from the communications hub. “They’ve reactivated the teleporters, now they’re taking control from us!” she added in a despairing wail. Suddenly her computer bank went blank, and she punched it so hard she fractured her wrist.

“Is there anything more we can do?” Bella asked the senior crew as one by one the monitor screens went dead and even the red alert stopped.

“Our weapons are useless, except on ourselves,” said the Vulcan Lahr, his impassiveness both a source of admiration and envy. “They will break into the helm in ten more minutes, though that’s only an estimate based on the current-“

Lahr was hardly ever wrong. Until now. The Helm door opened smoothly to the casual request of the Borg that stood just behind it. The impassive machine strutted forwards jauntily as phaser fire erupted around it, dissipating harmlessly around it’s personal shield. An endless procession of creatures exactly like it lined the corridors, hard at work transforming the environment or preparing to corrupt the remaining crew in the most efficient way possible.

No-one killed themselves. They just ran to the opposite side of the room, Bella included.

The captain’s mind blanked with terror as fifteen years of experience and training went out of the window along with any hope of resistance. But a sudden splash of colour on the main screen drew her attention. She looked at the enormous Borg ship on the screen dumbly as a Borg restrained her with it’s one hand and brought a claw up. Why was the Cube outside turning green?

The next thing to get her attention was another immense ship just outside. Or it could have been something alive. Or a giant green internal organ. It pulsed in an unwholesome way as it latched tendrils onto the cube and spread it’s colour like some sort of vast, speeding fungal infection. The Cube’s indomitable shields sparked helplessly around the tentacles like so much glitter dust.

The borg inserted two tubes into Bella’s neck. She screamed with surprise and pain, and fell limp into the machine man’s arms.

* * * * * * * * * *

The captain watched impassively and without emotion as her skin wrinkled and writhed with machinery building up inside her flesh. She accepted new reprogramming without hesitation, though none of it told her what to do next, so she did nothing while a fight broke out around her.

If she had cared and retained her sense of humour, she would have called the newest invaders jellyfish men. They had soft, translucent skin and bunches of tentacles under their arms, but they otherwise looked humanoid. Most of the Borg did nothing about their presence, as their designated tasks were unrelated to combat and they had no ability to think for themselves. But any creature that did try to take them on had their limbs melted off somehow, and what was left taken away. Borg gore and destroyed circuitry littered the ground, as did jellyman slime. But not one translucent invader was killed.

One of the clear biological entities slid up to the captain. It’s shape was female, and it’s features made it resemble a Vulcan. It groaned softly, lustfully and kissed the victim of the Borg, who didn’t respond in any way. Neither did she react when it pulled down her pants and panties, and ground it’s slimy hips against her own.

Bella’s crotch was already sensing things deep inside, metal armatures developing to reinforce her body and allow the easy grafting of machinery onto her. But now she felt the lips of her vagina get nudged open by a soft, penislike tube. The jellywoman grunted deeply and she felt a soft object plop into her birthing canal, before the entity pulled herself free and withdrew the tube back into her gently throbbing body.

The captain shivered. She felt sexual pleasure but wasn’t programmed to respond to it. But the egg also transmitted programming directly into her new neural pathways. It commanded her to strip off all her clothes, then proceed to Hangar 3 immediately, carrying a random limbless Borg. This she did, without question nor delay.

* * * * * * * * * *

Hangar 3 had been transformed twice, by the Borg, and by the unknown invaders. Now its formerly featureless walls were covered in banks of organics and silicon, tubes and wires strung around circuits and exposed, moving organs. Almost everything was green, signifying under no uncertain terms that the fleshy parts were the winners in this strange battle of assimilation. Everything was slimy, especially the floor. Ranks of pods were fused into the walls, tubes surrounding them and pumping fluids through man-sized chambers in the centers of each pod.

Bella placed a squirming, leaking Borg torso and head into the nearest unoccupied pod, which closed tubes around the figure and covered it in a slimy cocoon. She didn’t register what was happening and wasn’t instructed to be curious or even care. Instead, she walked to the center of the hangar and looked straight ahead as a huge creature glanced down upon her.

This monster looked vaguely like a dinosaur or dragon. She was nearly fifteen foot tall and her limbs and torso were human-shaped, but she had a long trailing tail and a lizardlike head. Her complicated mass of internal organs throbbed inside her, some parts clear as glass, others a near-opaque green. Her breasts jutted forward, defying gravity and the gooey nature of her soft flesh. She was a shapely combination of human and dinosaur.

“What does two plus two equal?” asked the giantess, looking upon the woman’s darkening flesh and emerging metallic substructure.

“Two plus two equals two plus two,” replied Bella. It wasn’t a smart-aleck answer, of course. She simply hadn’t been asked to add the numbers together before producing the answer.

“Yes, so it does,” oiled the jellyfish-woman. “Would you like me to slide into that nice deep vagina and make you come?”

“No I would not,” she replied. With a little extra coaxing from the implanted egg, she added, “I do not like anything. I am Borg.”

The creature bid her get onto all fours, and the captain did so. She registered the jellylike limbs settle down around her and make luscious movements against her skin. The creature exuded an ovipositor from her vagina and slid the clear, curved tube into Bella’s slit.

“Ahhhh... that’s good. I like that, captain. Do you?”

“No I do not,” she replied, her voice modulated and lifeless.

The Borg felt something spread through her system from the breach inside her cunny. It was something her human antibodies were no longer able to combat, and something her Borg subsystems were not commanded to respond to. Her blocked-off neural pathways were released quickly, and what was happening to her started to matter.

The creature’s name was Skura. She knew that now. Skura slid herself up and down Bella, coating the Borg’s body with her slime, taking her glistening length in and out of the narrow pussy.

“MMmmmhhh, you sure you don’t like this?”

“I... ahhhmmm, I... I do, Skura,” she replied. The distant impassiveness was breaking. She was thinking for herself, understanding what was happening instead of just registering it. There was so much to take in...

“Good. Just remember that, because you will become afraid of me. I’m restoring all your emotions and-“

“Aaaaaaagh! AAACK! PLEASE!!! GET OFF ME!”

The jellywoman slid her ovipositor deep into the flailing woman’s womb and twitched it inside her. She brought a gooey tentacle up and over the Borg’s mouth to stop the screams.

“Ahhh... just in time. I’m gonna lay my... mmmfff... ahhhh, ahhh...”

Bella twitched hopelessly as the ovipositor spasmed fluid into her. Between her wide open legs the glittering undercarriage of the giant showed a cloud of eggs rushing from her stomach and into the tube. The creature climaxed and spasmed the slimy mass deep into Bella’s body. She felt each bump fill up her tummy and jiggle wetly inside before anchoring to the walls of her womb.

The monster squeezed her muscles and pumped in another batch. They clung together like frogspawn and quickly filled the Borg’s belly.

“Now, mmmph, captain, don’t, struggle, so. The worssst has, happened. You’ve been, mmmhh, violated enough. Can’t you see, escaping is, pointless. You can’t, escape, what the Borgmmm, have done to you.”

And, yes, this made sense. The ghastly creature was right. She looked at her desecrated body and sobbed as she remembered everything that happened, this time with the opportunity to feel the full horror of it. She couldn’t cry - her tearducts had been welded shut.

“For good or bad, Bella, I’ve returned your human mind. Now relax while I remove all that’s Borg from you.”

She’s removing the Borg circuits? She’s _curing_ me?

Skura pushed Bella to the ground, and laid atop her. The captive felt her cunny gulp up another batch of eggs from the deeply inserted ovipositor. Her stomach was pleasantly rounded now, as if she was pregnant. Now a new sensation came up, that of dissapearing into quicksand as Skura started to absorb her. The jelly-form’s torso and tummy moulded around the once-human and actually sucked her deep inside with a gurgle. A layer of slimy flesh closed over Bella’s front and she gasped desperately for breath until her lungs were filled with goo. She finally realised after a panicked few seconds that she didn’t need to breathe at all.

The jellywoman stood up and lashed her tail. Bella was trapped in the core of this being, spread-eagled, her nude body quite visible, her vagina open around the still inserted ovipositor and still accepting slimy eggs in heavy gulps. 

~Now, captain,~ said Skura’s voice, right inside her head. ~I’m sure you have _lots_ of questions for me. Just think them, and I’ll answer what I can~.

...

~Oh, down to business first? We are the Gora. Our purpose is to infect the Borg and bring it down...~

Skura took a break from communicating to squeeze more eggs into Bella’s belly and walk over to a hangar entrance.

~We were a race who evolved ourselves into this form decades ago on a simple principle – the Borg treat themselves like a whole, single being. They make no differences between each other and are supposedly run by one intelligence and one intelligence alone. Well, if they a single being, we are it’s cancer. We are specially evolved for taking down the Borg’s cells, those drones that take over other bodies. We turn them into more Gora, or cancer cells, and they in turn take over more Borg.~

Bella’s eyes widened as she realised what was happening.

~Yes, captain. I’m turning you into my species. We spread ourselves through the Borg nervous system, transforming planet by planet, until their species is no more, and our host is dead. Then we’ll find something else to do with out time and resources.~

The captain felt her body lose it’s metallic solidity as deep inside her enzymes combated Borg nanites. Wholly new organs were growing inside her now, and they were starting to become visible through her skin! Her belly was enormous, like she was carrying a grown woman inside her. But she felt very comfortable inside Skura, and the changes didn’t seem so bad in comparison to what she was before. There was just the burning humiliation of hanging here being injected with eggs, like a parasite victim.

To her amazement, two young ensigns entered and walked up to the giantess. Apart from some small injuries, the humans looked perfectly fine. But their faces were still ashen from terrible experiences.

“W, we need to speak with the captain,” said one.

“She’s still not ready, kids,” replied Skura. “But if you want, you can talk and she’ll hear.”

Bella tried to swim away, but there was no escape from the eyes of these humans, and her limbs were weak. What a way to appear to these recruits, naked, swollen bellied, being filled with eggs!

“The... Gora? Uhh, Gora rescued us before we could be turned into Borg, captain,” stuttered the second. “We hid from them,” he added with great shame. “I just wanted to say I’m sorry I didn’t go down fighting.”

The captain was glad she was unable to speak at the moment. What words could she give? What use would they have been in a fight? What use would hiding have been if the Gora hadn’t come? It was her bad judgement that had caused all this to happen, but captains aren’t allowed to apologise to inferior ranks.

“What are you going to do with her?” asked the first human.

“She will be my womb for the day while I finish her transformation,” replied Skura. She patted her belly, gently jostling Bella’s suspended body. “After that, she will be freed and will take a commanding role of our forces, either on this planet or in charge of a Spleen Ship.”

“A _what_?” asked the kid, wide-eyed. Skura giggled.

“That’s what _you_ called it. One of my troops overheard you. We’ll make another one from this ship and some of the Borg Cube.”

“Can she still command us?”

“That’s up to her really. Can’t see why not. But you and the other five non-Borgs are going to be surrounded by Gora. We are not going to return anyone to human or any other previous form. We’d hardly be a viable species if we didn’t... reproduce.”

After they left, Bella asked, ~You didn’t assimilate them?~

~We could if we wanted to, but unlike the Borg, we understand that variety makes for strength. We only assimilate Borg and volunteers, but other species are welcome to join our version of your Federation. Therefore, whatever our enemy works on to destroy us, it must also work on hundreds of other species that have allied with us. While we can specialise in tactics and weapons that only need to work on Borg.~

Bella just nodded. She just decided to hang here and watch herself lose her last vestiges of humanity.

~You’re pretty chatty for a womb, Bella. What say I feed you with something different from eggs?~

A twisted tube slid over Bella’s navel and penetrated it cleanly. The trapped creature felt nourishment stream in as her skin healed seamlessly into the new umbilical. More and more organic pipes wound out of Skura’s nervous system and latched onto her arms, legs, neck... everywhere. She groaned throatily with pleasure as her limbs atrophied until all that was left of them were tangled rootlike structures of tubes, extending her host’s organs, feeding off them thirstily.

~You won’t need limbs for a while, Bella. I meant it when I said you’ll be my womb. Now, I feel you’re ready for some more information. A _lot_ more information.~

Captain Suygraf experienced a flood of data beyond belief. Every egg in her womb released terrabytes upon terrabytes of pure thought. In microseconds she understood that they were not layed in her for procreation or pleasure, but for the knowledge they would give her. Information that rivalled all that the Borg had, and more besides. Clarification of her new duties, everything she needed to know about her new species, and much that she wished she didn’t have to know.

It was a lot to think about, so Bella did become as quiet as the womb she was while she pondered, and Skura went about her business.

* * * * * * * * * *

Lieutenant William Butler’s pod opened smoothly, releasing a torrent of slime from around his form like gallons of afterbirth. He took his first breath in twenty two hours and looked around blearily. He remembered with perfect clarity his emotionless yet horrific few hours as a Borg drone, and a considerably more pleasant but baffling experience of floating in a giant womb and being restored to original thought. But now he saw his body was completely different. He looked like a jellyman, naked and slimy, tentacles under his ‘normal’ arms, and a see-through skin showing an educational view of his lively anatomy.

Heh, at least I still look male. My pecker’s still there... Maybe I’ll get some answers now I can get out of this stupid egg thing.

He looked up at the huge woman-dinosaur watching him from just outside the pod, then down at the familiar but translucent face buried in her chest. Below the head was a corpulent, vaguely female body which dissolved into a mass of tubes and minor organs.

“Captain?” he managed to ask in a slurred voice. The head nodded, as it’s host squatted down and opened her legs wide. Skura roared throatily and raised her tail as her vaginal lips opened to let free a gush of thick liquid. His captain travelled downwards to her crotch, then was birthed messily onto the floor, a forest of umbilical tubes running back into her ‘mother’.

She looked fondly at Bill as she stood uncertainly on rapidly forming legs and snapped the tubes from her slippery flesh. Each wound leaked for a while then closed.

Never did an alien, or a woman, appeal to the lieutenant as now. Bella’s new shape was a perfect hourglass figure, and retained its beauty even as her legs became dino hind claws and a lithe tail sprouted from her rump.

“Ready for your latest orders?” asked the captain. Her subordinate nodded, though he was as puzzled as he was aroused. His penis thickened and pointed out at Bella as she slinked into the pod and ran her gooey flesh against his seated body. She teasingly gripped one of his hands so tightly with hers that they merged at this point.

The captain slid her vagina against the very tip of his penis, tickling it with her clear flaps for a moment. Then she took his erection and lifted it up against his belly, out of the way.

“Uhmmm?” questioned Bill.

Bella slid two fingers underneath the lieutenant’s scrotum and found his newly formed pussy lips. Bill’s eyes widened and he shivered at the sudden thrill of feeling this tender new orifice. At some place in his mind he was repelled at this compromise to his masculinity, but that was the least of his concerns. He could only watch and see what happened next.

The captain pushed her fingers deep, loving the look of surprise and anxious pleasure on her friend’s face. Then she squeezed her pelvic muscles and gasped throatily as her ovipositor slid free of her vagina, perversely ribbed, twelve inches long and shaped like a banana. It drooled her embreyotic fluids as she penetrated the happless man and lay atop him, grunting with delerious pleasure.

Bill took her pushes and felt the phallic tube settle into his new womb. As she spurted sticky eggs into his belly he whimpered softly and his penis flicked cum onto her swollen stomach. His curiously feminine orgasm was mixed with a sudden influx of knowledge and orders from his superior. He lay back and took all she had to give, everything she permitted him to learn and all the new skills he would need in his new post.

One of these commands was to pass on _his_ orders to his own new subordinates. Both male and female, they would need to be layed into, pleasured like this. It was the way of his new species. He gripped his captain firmly as she slowed down the pumping of eggs to heighten their pleasure. Already, new spheres were growing inside her. She would have a lot of senior officers to direct.

“Uhmmmm, I know... exactly what I must do... and how to do it,” said the lieutenant, while he arranged his thoughts through his orgasm. “W, weee, command a new ship... of two hundred, mmmhthousand Gora.”

“Indeed,” said Skura. “Most will be the Borg that attacked you. You’ll have to be careful with them, they’ve been machines for decades, and are learning what emotions are almost right from the start. But they will follow your orders when you place them into their bodies. And given time, they’ll become slackers, idiots, brilliant workers, or whatever, again.”

She closed her legs, stood up, and let the captain finish off giving her orders in private.

Resistance is futile, says the dreaded Borg mantra. You will be assimilated. Did they ever think, even with their endless knowledge base, that this phrase was going to be said right back at them?